Income Tax Act

A person (other than a corporation as set forth in Appended Table I of the Corporation Tax Act (Table of Public Corporations) or any other person prescribed by Cabinet Order) that transfers a share or similar interest and that is paid, in Japan, a consideration for transferring it (if the share or similar interest falls under a specified trust beneficial interest (meaning a specified trust beneficial interest as prescribed in Article 2, paragraph (9) (Definitions) of the Payment Services Act; the same applies in item (iv) and the following Article), this is limited to money, and excludes a consideration the whole or part of the amount of which is deemed, pursuant to the provisions of Article 41-2 (Amount of Revenue from the Transfer of Rights to Acquire Shares Granted by the Issuing Corporation), to be the amount of revenue from a salary or other wage or the amount of revenue from severance pay or other such compensation prescribed in that Article; the same applies in Article 225, paragraph (1), item (x) (Payment Reports and Notice of Payment) and Article 228, paragraph (2) (Report on Dividend Income Received by the Person of Record)) by one of the persons set forth in the following items, must notify the person set forth in that item (or the person prescribed by Cabinet Order as being equivalent thereto; hereinafter referred to as the "payer" in this paragraph) of the name, domicile (or a place as prescribed by Ministry of Finance Order, if the person has no domicile in Japan; hereinafter the same applies in this paragraph), and individual number or corporate number thereof (or the name and domicile thereof, for a person that has neither an individual number nor a corporate number or any other person prescribed by Cabinet Order; hereinafter the same applies in this paragraph) by the time the person is paid, pursuant to Cabinet Order. In such a case, the person that is so paid must present a copy of the certificate of residence or the certificate of registered information thereof and any other document prescribed by Cabinet Order to the payer, or transmit an electronic certificate for signature or similar record to the payer, pursuant to Cabinet Order, and the payer must verify the name, domicile, and individual number or corporate number of which the payer has been notified against those documents or that electronic certificate for signature or similar record, pursuant to Cabinet Order:

the corporation to which the share or similar interest is transferred (other than a corporation to which it is transferred via a person set forth in the following item through item (iv));

a financial instruments business operator as prescribed in Article 2, paragraph (9) (Definitions) of the Financial Instruments and Exchange Act or a registered financial institution as prescribed in paragraph (11) of that Article which has been asked to make the sale for the transfer of the share or similar interest (other than through an auction of the share or similar interest as prescribed in the following item);

a corporation that has sold fractional shares or similar interests by auction pursuant to Article 234, paragraph (1) or Article 235, paragraph (1) (Rounding of Numbers) of the Companies Act (Act No. 86 of 2005) (including as applied mutatis mutandis to other Acts) or any other provisions prescribed by Cabinet Order (including the sale of shares other than by auction pursuant to Article 234, paragraph (2) of the Companies Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of that Act or other Acts)).

an electronic payment instruments service provider as prescribed in Article 2, paragraph (12) of the Payment Services Act (including a person deemed to be an electronic payment instruments service provider pursuant to the provisions of Article 62-8, paragraph (2) (Special Provisions on Issuers of Electronic Payment Instruments) of that Act) which has been entrusted with an act set forth in paragraph (10), item (ii) of that Article with regard to the transfer of the share or similar interest (limited to one that falls under a specified trust beneficial interest).

A share or similar interest as prescribed in the preceding paragraph means the following (and includes those in Foreign Corporations):

a share (including the right to become a shareholder or an investor (meaning an investor as prescribed in Article 2, paragraph (16) (Definitions) of the Act on Investment Trusts and Investment Corporations), the right to be allotted shares, and the right to receive share options (including subscription rights for new investment equity as prescribed in paragraph (17) of that Article; hereinafter the same applies in this item) or be allotted share options);

an equity interest as a contributor to a corporation incorporated pursuant to a special law; an equity interest as a member of a general partnership company, limited partnership company, or limited liability company; an equity interest as a partner or cooperative member of a cooperative as prescribed in Article 2, item (vii) (Definitions) of the Corporation Tax Act; or an equity interest as a contributor to another type of corporation (including the right to become a contributor, member, partner, or cooperative member, and the right to be allotted capital contributions, and excluding what is set forth in the following item);

a preferred equity investment as prescribed in the Act on Preferred Equity Investment by Cooperative Structured Financial Institution (Act No. 44 of 1993) (including the right to become a preferred equity investor (meaning a preferred equity investor as referred to in Article 13, paragraph (1) (Timing for Becoming a Preferred Equity Investor and Related Matters) of that Act) and the right to be allotted a preferred equity investment); a preferred equity investment as prescribed in Article 2, paragraph (5) (Definitions) of the Act on the Securitization of Assets (including the right to become a preferred equity investor member (meaning a preferred equity investor member as prescribed in Article 26 (Members) of that Act) and a subscription right as prescribed in Article 5, paragraph (1), item (ii), (d), 2. (Asset Liquidation Plan) of that Act);

a beneficial interest in an Investment Trust;

a beneficial interest in a Specified Trust That Issues Beneficiary Certificates.

a bond-type beneficial interest;

a public and corporate bond (other than a long-term credit bank bond or similar bond prescribed in Article 2, paragraph (2), item (v) (Definitions) of the Deposit Insurance Act (Act No. 34 of 1971) or anything else prescribed by Cabinet Order; the same applies in paragraph (4)).

Paragraph (1) applies mutatis mutandis to a person that is delivered, in Japan, the money or other assets referred to in Article 25, paragraph (1) (Amounts Deemed to Constitute Dividends) which are prescribed by Cabinet Order (other than any part thereof that is deemed to be a dividend of surplus, dividend of profits, distribution of surplus, or distribution of monies pursuant to the provisions of that paragraph) or the money prescribed by Cabinet Order (hereinafter referred to as "monies or other assets" in this paragraph) and to the person delivering the monies or other assets. In such a case, in paragraph (1), the phrase "that transfers a share or similar interest" is deemed to be replaced with "that is delivered, in Japan, monies or other assets as prescribed in paragraph (3)"; the phrase "and that is paid, in Japan, a consideration for transferring it (if the share or similar interest falls under a specified trust beneficial interest (meaning a specified trust beneficial interest as prescribed in Article 2, paragraph (9) (Definitions) of the Payment Services Act; the same applies in item (iv) and the following Article), this is limited to money, and excludes a consideration the whole or part of the amount of which is deemed, pursuant to the provisions of Article 41-2 (Amount of Revenue from the Transfer of Rights to Acquire Shares Granted by the Issuing Corporation), to be the amount of revenue from a salary or other wage or the amount of revenue from severance pay or other such compensation prescribed in that Article; the same applies in Article 225, paragraph (1), item (x) (Payment Reports and Notice of Payment) and Article 228, paragraph (2) (Report on Dividend Income Received by the Person of Record)) by one of the persons set forth in the following items, must notify" is deemed to be replaced with "must notify"; the phrase "is paid" is deemed to be replaced with "is delivered" and the phrase "is so paid" is deemed to be replaced with "is delivered the monies or other assets"; the phrase "the person set forth in that item" is deemed to be replaced with "the person delivering the monies or other assets"; and the term "payer" is deemed to be replaced with "deliverer".

Paragraph (1) applies mutatis mutandis to a person that is delivered, in Japan, the following money or other assets (hereinafter referred to as "redemption money or a similar asset" in this Article) and to the person delivering the redemption money or similar asset. In such a case, in that paragraph, the phrase "that transfers a share or similar interest" is deemed to be replaced with "that is delivered, in Japan, redemption money or a similar asset as prescribed in paragraph (4)"; the phrase "and that is paid, in Japan, a consideration for transferring it (if the share or similar interest falls under a specified trust beneficial interest (meaning a specified trust beneficial interest as prescribed in Article 2, paragraph (9) (Definitions) of the Payment Services Act; the same applies in item (iv) and the following Article), this is limited to money, and excludes a consideration the whole or part of the amount of which is deemed, pursuant to the provisions of Article 41-2 (Amount of Revenue from the Transfer of Rights to Acquire Shares Granted by the Issuing Corporation), to be the amount of revenue from a salary or other wage or the amount of revenue from severance pay or other such compensation prescribed in that Article; the same applies in Article 225, paragraph (1), item (x) (Payment Reports and Notice of Payment) and Article 228, paragraph (2) (Report on Dividend Income Received by the Person of Record)) by one of the persons set forth in the following items, must notify" is deemed to be replaced with "must notify"; the phrase "is paid" is deemed to be replaced with "is delivered" and the phrase "is so paid" is deemed to be replaced with "is delivered the redemption money or similar asset"; the phrase "the person set forth in that item" is deemed to be replaced with "the person delivering the redemption money or similar asset"; and the term "payer" is deemed to be replaced with "deliverer".

money or other assets prescribed by Cabinet Order which are delivered due to the termination or partial cancellation of an Investment Trust or Specified Trust That Issues Beneficiary Certificates, or due to the trust split that is a Specified Trust That Issues Beneficiary Certificates (other than any part thereof that Cabinet Order prescribes as being treated as the amount of revenue arising from a distribution of proceeds);

money delivered due to a refund of the principal of a Specified Trust That Issues Beneficiary Certificates (other than a refund due to the termination or partial cancellation of the trust relating to that Specified Trust That Issues Beneficiary Certificates, or due to a trust split);

money or other assets delivered due to the redemption of the principal of a bond-type beneficial interest or public and corporate bond (including money or other assets delivered together with that money or other assets which arise from fluctuations in the value of the principal);

money or other assets delivered as interest on a stripped interest public and corporate bond (meaning, among public and corporate bonds whose principal portion and interest portion are separated and each traded independently, a public and corporate bond that was the interest portion).

A person (other than a corporation as set forth in Appended Table I of the Corporation Tax Act (Table of Public Corporations) or any other person prescribed by Cabinet Order) transferring a beneficial interest in a trust (other than a group investment trust, retirement pension trust, or Trust Subject to Corporate Taxation as prescribed in the proviso to Article 13, paragraph (1) (Attribution of Trust Property Assets and Liabilities and of Proceeds and Expenses Attributable to Trust Property); hereinafter such a beneficial interest is referred to as a "beneficial interest in a trust" in this Article) that is paid, in Japan, a consideration for transferring the beneficial interest in the trust (if the beneficial interest in the trust falls under a specified trust beneficial interest, this is limited to money; the same applies in Article 225, paragraph (1), item (xii) (Payment Reports and Notice of Payment)) by one of the persons set forth in the following items, must notify the person set forth in that item (hereinafter referred to as the "payer" in this Article) of the name, domicile (or a place as prescribed by Ministry of Finance Order, if the person has no domicile in Japan; hereinafter the same applies in this Article), and individual number or corporate number thereof (or the name and domicile thereof, for a person that has neither an individual number nor a corporate number or any other person prescribed by Cabinet Order; hereinafter the same applies in this Article) by the time the person is paid, pursuant to Cabinet Order. In such a case, the person that is so paid must present a copy of the certificate of residence or certificate of registered information thereof or any other document prescribed by Cabinet Order to the payer, or transmit an electronic certificate for signature or similar record to the payer, pursuant to Cabinet Order, and the payer must verify the name, domicile, and individual number or corporate number of which the payer has been notified against those documents or that electronic certificate for signature or similar record, pursuant to Cabinet Order:

the corporation to which the Beneficial Interest in the Trust is transferred (other than a person as set forth in the following item or a corporation to which the Beneficial Interest in the Trust is transferred via such a person or via a person as set forth in item (iii));

a financial instruments business operator as prescribed in Article 2, paragraph (9) (Definitions) of the Financial Instruments and Exchange Act (or a person deemed to be a financial instruments business operator pursuant to Article 65-5, paragraph (2) (Exclusion from Application) of that Act) or a registered financial institution as prescribed in Article 2, paragraph (11) of that Act (or a person deemed to be a registered financial institution pursuant to Article 2, paragraph (4) (Application Mutatis Mutandis of the Trust Business Act and Related Matters) of the Act on Engagement in Trust Business by Financial Institutions) to which that Beneficial Interest in a Trust is transferred or which has been asked to make the sale for the transfer thereof;

an electronic payment instruments service provider which has been entrusted with an act set forth in Article 2, paragraph (10), item (ii) (Definitions) of the Payment Services Act with regard to the transfer of the Beneficial Interest in the Trust (limited to one that falls under a specified trust beneficial interest), as prescribed in paragraph (12) of that Article (including a person deemed to be an electronic payment instruments service provider pursuant to the provisions of Article 62-8, paragraph (2) (Special Provisions on Issuers of Electronic Payment Instruments) of that Act).