Article 27-2Tender Offers for Share Certificates by Persons Other Than the Issuer

一a purchase, etc. of share certificates, etc. in a case where, after that purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds (including cases specified by Cabinet Order as equivalent to them; hereinafter the same applies in this Section) (or, if the person has a specially related party (excluding, for a person set forth in paragraph (7), item (i), persons specified by Cabinet Office Order), the ownership ratio of share certificates, etc. with the ownership ratio of share certificates, etc. of the specially related parties added to that of the person; hereinafter the same applies in this paragraph), will exceed 30 percent, or in a case where, before the purchase, etc. of share certificates, etc., the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the relevant person holds already exceeds 30 percent (excluding a purchase, etc. of share certificates, etc. in a case where, before the purchase, etc. of share certificates, etc., the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the relevant person holds already exceeds 30 percent, that falls under a case specified by Cabinet Order as one in which the number of share certificates, etc. subject to the purchase, etc. or the total amount of the price for purchase, etc. is extremely small, and after which the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the person holds does not become the ratio specified by Cabinet Order or more (limited to one that does not fall under a specified off-market purchase, etc. prescribed in the following item));

二a specified off-market purchase, etc. (meaning a purchase, etc. of share certificates, etc. made outside a financial instruments exchange market (excluding a purchase, etc. of share certificates, etc. conducted through a transaction specified by Cabinet Order as being equivalent to the purchase and sale, etc. of securities on a financial instruments exchange market and excluding a purchase, etc. of share certificates, etc. that is specified by Cabinet Order as a purchase, etc. made from an extremely small number of persons); hereinafter the same applies in this item), in a case where, after that specified off-market purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, will exceed five percent, or in a case where, before the specified off-market purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, already exceeds five percent, and where, after that specified off-market purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, is 30 percent or less;

三any other purchase, etc. of share certificates, etc. specified by Cabinet Order as being equivalent to a purchase, etc. of share certificates, etc. set forth in the preceding two items.

一a person with a shareholding relationship or other special relationship specified by Cabinet Order to the person effecting the purchase, etc. of share certificates, etc.; and

二a person with which a person effecting a purchase, etc. of share certificates, etc. has agreed to jointly acquire or transfer the share certificates, etc. or to jointly exercise voting rights or other rights as shareholders in the issuer of the share certificates, etc., or to transfer or acquire the share certificates, etc. to or from each other after the purchase, etc. of the share certificates, etc.

一in terms of the person effecting a purchase, etc. of share certificates, etc., the ratio arrived at, pursuant to the provisions of Cabinet Office Order, when the total number of voting rights (meaning the number of voting rights represented by shares calculated pursuant to the provisions of Cabinet Office Order, for share certificates, or the number of voting rights specified by Cabinet Office Order, for securities other than share certificates; hereinafter the same applies in this paragraph) with respect to the share certificates, etc. that the person holds (excluding those that are specified by Cabinet Office Order in consideration of the manner in which they are held or other circumstances; hereinafter the same applies in this paragraph), are divided by the number arrived at when the total number of voting rights issued by the issuer is added to the number of voting rights with respect to corporate bond certificates with share options and other securities specified by Cabinet Order issued by the issuer and held by that person and specially related parties of that person; or

二for specially related parties as defined in the preceding paragraph (excluding persons that fall under the category specified in item (ii) of the preceding paragraph and that purchase, etc. any share certificates, etc. issued by the issuer of the share certificates, etc.), the rate arrived at, pursuant to the provisions of Cabinet Office Order, when the number of voting rights with respect to the share certificates, etc. that the party holds, is divided by the number arrived at when the total of the number of voting rights issued by the issuer is added to the number of voting rights with respect to corporate bond certificates with share options and other securities specified by Cabinet Order issued by the issuer and held by that party and the person effecting a purchase, etc. of share certificates, etc. that is set forth in the preceding item.