Supplementary Provisions

This Act comes into effect as of the date specified by Cabinet Order within a period not exceeding 1 year from the date of promulgation.

①Unless otherwise provided in these Supplementary Provisions, the provisions of Chapter II of the Securities and Exchange Act as amended by the provisions of Article 15 (hereinafter referred to as the "New Securities and Exchange Act") apply to the solicitation of an offer to acquire (meaning the solicitation of an offer to acquire prescribed in Article 2, paragraph (3) of the New Securities and Exchange Act; the same applies hereinafter) the securities listed in the items of Article 2, paragraph (1) of the New Securities and Exchange Act and the rights listed in the items of paragraph (2) of that Article (hereinafter referred to as "new securities"), or an offer to sell or the solicitation of an offer to purchase (hereinafter referred to as the "solicitation of an offer to acquire, etc."), commenced on or after the effective date, and to transactions in new securities pertaining to that solicitation of an offer to acquire, etc., and the provisions then in force continue to govern the solicitation of an offer to acquire, etc. of the securities listed in the items of Article 2, paragraph (1) of the Securities and Exchange Act prior to the amendment by the provisions of Article 15 (hereinafter referred to as the "Former Securities and Exchange Act") (hereinafter referred to as "former securities") commenced before the effective date, and transactions in former securities pertaining to that solicitation of an offer to acquire, etc.

②Notwithstanding the provisions of the preceding paragraph, the provisions then in force continue to govern the solicitation of an offer to acquire, etc. of former securities pertaining to a notification under the provisions of Article 4, paragraph (1) of the Former Securities and Exchange Act and a registration under the provisions of Article 23-3, paragraph (1) of the Former Securities and Exchange Act made before the effective date, and transactions in former securities pertaining to that solicitation of an offer to acquire, etc.

With regard to an offer to sell or the solicitation of an offer to purchase made on or after the effective date for new securities issued before the effective date, which were, at the time of issuance, such that the solicitation of an offer to acquire them would have fallen under the case listed in Article 2, paragraph (3), item (ii), (a) of the New Securities and Exchange Act had the provisions of paragraph (3) of that Article applied, the provisions then in force continue to govern.

The provisions of Article 24 of the New Securities and Exchange Act apply to an annual securities report (including its accompanying documents and the amended reports of these) under the provisions of Article 24, paragraph (1) of the New Securities and Exchange Act (including as applied mutatis mutandis pursuant to paragraph (4) of that Article; the same applies in the following Article) for a business year that ends on or after the effective date (including the specified period prescribed in paragraph (1) of that Article as applied mutatis mutandis pursuant to paragraph (4) of that Article; hereinafter the same applies in this Article and Article 18 of the Supplementary Provisions), or to the case where a fact prescribed in Article 24, paragraph (2) of the New Securities and Exchange Act (including as applied mutatis mutandis pursuant to paragraph (4) of that Article) arises on or after the effective date, and the provisions then in force continue to govern an annual securities report (including its accompanying documents and the amended reports of these) under the provisions of Article 24, paragraph (1) of the Former Securities and Exchange Act for a business year that ended before the effective date, or the case where a fact prescribed in paragraph (2) of that Article arises before the effective date.

A company that is an issuer of former securities for whose public offering or secondary distribution a notification under the provisions of Article 4, paragraph (1) of the Former Securities and Exchange Act was made before the effective date is deemed to be a company that is an issuer of new securities to which the main clause of Article 4, paragraph (1) of the New Securities and Exchange Act applied on the effective date, and the provisions of Article 24, paragraph (1) of the New Securities and Exchange Act apply.

The provisions of Article 24-5, paragraph (1) of the New Securities and Exchange Act (including as applied mutatis mutandis pursuant to paragraph (2) of that Article; the same applies hereinafter in this Article) apply to a semiannual securities report under the provisions of paragraph (1) of that Article (including its amended report) in the case where the day on which six months elapse from the day of commencement of the business year is on or after the effective date, and the provisions then in force continue to govern a semiannual securities report under the provisions of Article 24-5, paragraph (1) of the Former Securities and Exchange Act (including its amended report) in the case where the day on which six months elapse from the day of commencement of the business year is before the effective date.

With regard to a person who is, at the time this Act comes into effect, actually engaged in the securities business prescribed in Article 2, paragraph (8) of the New Securities and Exchange Act in respect of new securities (excluding those that fall under former securities), the person may, notwithstanding the provisions of Article 28 of the New Securities and Exchange Act, continue to engage in that securities business for three months from the effective date (or, if a disposition refusing a license under the provisions of Article 32 of the New Securities and Exchange Act is made within that period, until the day of that disposition). The same applies, where that person has applied for the license under Article 28 of the New Securities and Exchange Act within that period, until the day on which the person receives notice that the license will be granted on that application, or the day on which the person receives, after that period has elapsed, notice that the license will not be granted on that application.

①A securities company that actually holds the license under Article 28, paragraph (2), item (iv) of the Former Securities and Exchange Act at the time this Act comes into effect may, if it intends to carry on, as a business, dealings in a private placement listed in Article 2, paragraph (8), item (vi) of the New Securities and Exchange Act, notify the Minister of Finance of its business outline and other particulars within three months from the effective date, as provided by Ministry of Finance Order.

②A securities company that has made the notification under the provisions of the preceding paragraph is deemed to have obtained, on the effective date, the license under Article 28, paragraph (2), item (iv) of the New Securities and Exchange Act and the authorization under the provisions of Article 33 of the New Securities and Exchange Act pertaining to item (iii) of that Article.

A securities company the majority of whose shares are, at the time this Act comes into effect, actually owned by another single corporation or other organization is deemed to have come to fall under Article 37, paragraph (1), item (vii) of the New Securities and Exchange Act on the effective date, and the provisions of that paragraph apply. In this case, the phrase "without delay" in that paragraph is deemed to be replaced with "within three months from the date of enforcement of the Act on Arrangement of Related Acts, etc. for Reform of the Financial System and the Securities Transaction System (Act No. 87 of 1992)".

If a person who is, at the time this Act comes into effect, a director engaged in the day-to-day business of a securities company is engaged in the day-to-day business of another company with the approval under Article 42 of the Former Securities and Exchange Act, and that other company is a parent bank, etc. or subsidiary bank, etc. of that securities company as prescribed in Article 42-3 of the New Securities and Exchange Act, that approval ceases to be effective as of the day before the effective date; in this case, if that person files a notification with the Minister of Finance as provided by Ministry of Finance Order within one month from the effective date, that person may, notwithstanding Article 42 of the New Securities and Exchange Act, continue to be engaged in the day-to-day business of that other company to which the notification pertains until the day on which one year elapses, counting from the effective date.

①If a person who, at the time this Act comes into effect, is a director or company auditor of a securities company and concurrently serves as a director or company auditor (including a board member, auditor, or other person equivalent thereto; the same applies hereinafter in this Article) or employee of a parent corporation, etc. of that securities company prescribed in Article 42-2, paragraph (1) of the New Securities and Exchange Act (excluding a person who has received the approval under Article 42 of the New Securities and Exchange Act) files a notification with the Minister of Finance as provided by Ministry of Finance Order within one month from the effective date, that person may, notwithstanding the main clause of Article 42-2, paragraph (1) of the New Securities and Exchange Act, continue to concurrently serve as a director or company auditor or employee of that parent corporation, etc. to which the notification pertains until the day on which one year elapses, counting from the effective date.

②If a person who, at the time this Act comes into effect, is a director, company auditor, or employee of a securities company and concurrently serves as a director or company auditor of a subsidiary corporation, etc. of that securities company prescribed in Article 42-2, paragraph (2) of the New Securities and Exchange Act (excluding a person who has received the approval under Article 42 of the New Securities and Exchange Act) files a notification with the Minister of Finance as provided by Ministry of Finance Order within one month from the effective date, that person may, notwithstanding the main clause of Article 42-2, paragraph (2) of the New Securities and Exchange Act, continue to concurrently serve as a director or company auditor of that subsidiary corporation, etc. to which the notification pertains until the day on which one year elapses, counting from the effective date.

①If, at the time this Act comes into effect, a securities company owns a majority of the shares or a majority of the equity investment (meaning the majority of the equity investment prescribed in Article 43-2, paragraph (1) of the New Securities and Exchange Act; the same applies in the following paragraph) of a person that engages in a foreign country in the same kind of business as that conducted by a bank, trust company, or other financial institution specified by Cabinet Order prescribed in Article 43-2, paragraph (1) of the New Securities and Exchange Act, or of a company specified by Ministry of Finance Order in that paragraph (referred to as a "foreign bank, etc." in the following paragraph), that securities company must notify the Minister of Finance to that effect within three months from the effective date.

②If, at the time this Act comes into effect, the holding by a securities company of shares or equity investment through the acquisition of shares or equity investment (limited to one not yet executed on the effective date) for which the securities company has received the permission set forth in item (i) or has made the notification set forth in item (ii) would become the holding of a majority of the shares or a majority of the equity investment of a foreign bank, etc., that securities company must notify the Minister of Finance to that effect within three months from the effective date.

③A securities company that has made a notification pursuant to the provisions of the preceding two paragraphs is deemed to have received, on the effective date, the authorization under Article 43-2, paragraph (1) of the New Securities and Exchange Act with regard to the holding of the shares or equity investment pertaining to that notification.

④Authorization pertaining to item (vii) of Article 33 of the Former Securities and Exchange Act that was given pursuant to the provisions of that Article before the effective date (limited to one pertaining to a company of which a majority of the shares is held at the time this Act comes into effect) is deemed to be authorization given pursuant to the provisions of Article 43-2, paragraph (1) of the New Securities and Exchange Act.

①A bank, trust company, or other financial institution specified by Cabinet Order prescribed in Article 65-2, paragraph (1) of the Former Securities and Exchange Act (referred to as a "bank, etc." in the following paragraph) that is, at the time this Act comes into effect, engaged as a business in any of the acts specified in each of the following items with respect to the securities set forth in that item may, as provided by Ministry of Finance Order, notify the Minister of Finance of the business outline and other particulars within three months from the effective date.

②A bank, etc. that has made a notification under the provisions of the preceding paragraph is deemed to have received, on the effective date, the authorization under the provisions of Article 65-2, paragraph (1) of the New Securities and Exchange Act.

The provisions then in force continue to govern the applicability of penal provisions to acts which a person has committed before this Act comes into effect, as well as to acts which a person commits after this Act comes into effect related to the particulars for which the provisions then in force are to continue to govern pursuant to the provisions of these Supplementary Provisions.

Beyond what is provided for in Article 2 through the preceding Article of the Supplementary Provisions, the transitional measures necessary for the enforcement of this Act are specified by Cabinet Order.