Article 26Definitions

一an individual who is a non-resident;

二a corporation or other such organization established under foreign laws and regulations, or a corporation or other such organization that has its principal office in a foreign country (excluding the specified partnership or similar organization prescribed in item (iv));

三a company in which the ratio of the number of voting rights obtained by totaling the number of its voting rights directly held by those stated in the preceding two items (excluding voting rights for shares in respect of which voting rights cannot be exercised on any of the matters on which resolutions can be made at a shareholders meeting, and including voting rights for shares deemed to have voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act (Act No. 86 of 2005); the same applies in this item and in item (iv) of the following paragraph) and the number of its voting rights prescribed by Cabinet Order as being held indirectly through other companies, to the number of voting rights of all shareholders or all members of that company (referred to as "total voting rights" in that paragraph) is 50 percent or more;

五a corporation or other such organization in which the persons stated in item (i) account for the majority of the officers (meaning members in charge of executive business management, directors, executive officers, representatives, administrators, and any other person equivalent to them; and including persons who are found to have at least the same amount of control over the corporation or other such organization as a member in charge of executive business management, director, executive officer, representative, administrator, or other person equivalent to them, irrespective of whether they are referred to as advisor or consultant or by any other title; hereinafter the same applies in this item) or the majority of its officers having the authority to represent it, other than as stated in the preceding three items.

一the acquisition of shares or equity in a company (excluding the acquisition through the transfer from any of the persons stated in the items of the preceding paragraph, and the acquisition of shares in a company that has issued shares listed on a financial instruments exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act or shares prescribed by Cabinet Order as being equivalent to them (hereinafter referred to as a "listed or equivalent company" in this Article));

二the transfer of shares or equity in a company other than a listed or equivalent company that a person has continued to own since before becoming a non-resident (limited to the transfer from an individual who is a non-resident to any of the persons stated in the items of the preceding paragraph);

三the acquisition of shares in a listed or equivalent company (but only an acquisition that results in the sum total that is arrived at when the number of shares in the listed or equivalent company that the person acquiring them (hereinafter referred to as "the acquirer of the shares" in this item and paragraph (4)) owns after the acquisition; the number of shares in the listed or equivalent company owned by persons closely affiliated with the acquirer of the shares; and the number of shares in the listed or equivalent company that will be subject to investment in the event that the acquirer of the shares and persons closely affiliated with the acquirer of the shares invest in shares (or give instructions to do so; this is limited to investment in shares that satisfies the requirements prescribed by Cabinet Order) after having been entrusted to do so by another person based on a discretionary investment contract or any other such contract (on the basis of the net total calculated by deducting the number of duplicate shares among these shares, if any) are added together, accounting for a proportion of the total number of issued shares in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order);

四the acquisition of voting rights in a listed or equivalent company (but only an acquisition that results in the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract (meaning voting rights that a person holds in their own name or in another person's name, and voting rights prescribed by Cabinet Order as those that are exercisable based on a discretionary investment contract or any other such contract; hereinafter the same applies in this item and the following item) in the listed or equivalent company that the person acquiring voting rights (hereinafter referred to as the "acquirer of the voting rights" in this item and paragraph (4)) will come to hold after the acquisition, and the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by persons closely affiliated with the acquirer of the voting rights are added together (if there are any duplicate voting rights among these, this is based on the net total arrived at when they are deducted; the same applies in the following item), accounting for a proportion of the total voting rights in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order, and excluding acquisition involving the action stated in the preceding item);

五the giving of consent for a substantial change in the business purpose of a company or anything else prescribed by Cabinet Order as having a material influence on the management of a company (in the case of a listed or equivalent company, this is limited to consent that is given by a person (hereinafter referred to as the "consenter" in this item and paragraph (4)) in a case in which the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by the consenter and the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by a person closely affiliated with the consenter are added together, accounts for a proportion of the total voting rights in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order);

六the establishment of a branch office or other such place of business in Japan, or substantial modification of the type or business purpose of a branch office or other such place of business in Japan (but only its establishment or modification as prescribed by Cabinet Order, carried out by the person stated in item (i) or (ii) of the preceding paragraph);

七the making of a loan in an amount exceeding the amount prescribed by Cabinet Order to a corporation that has its principal office in Japan (excluding the making of a loan by a person engaging in banking or any other financial institution prescribed by Cabinet Order as its business, and the making of a loan in Japanese currency conducted by the person stated in item (iii), item (iv) (limited to a person that falls within the category of voluntary partnership or investment limited partnership), or item (v) of the preceding paragraph), for a period exceeding one year;

八succession to a business from a resident (but only a corporation) as a result of the acquisition of a business, an absorption-type company split, or a merger (excluding succession to a business involving any of the actions stated in items (i) through (iii)); or

九an action prescribed by Cabinet Order as being equivalent to any of the actions stated in the preceding items.