Order on Book-Entry of Corporate Bonds, Shares - English

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Order on Book-Entry of Corporate Bonds, Shares

Ordinance of the Cabinet Office and the Ministry of Justice No. 5 of December 6, 2002

Pursuant to the provisions of the Act on Book-Entry of Corporate Bonds, Shares (Act No. 75 of 2001) and the Order for Enforcement of the Act on Book-Entry of Corporate Bonds, Shares (Cabinet Order No. 362 of 2002) and to implement the same Act, the Order on Book-Entry of Corporate Bonds, Shares is established as follows:

Chapter I General Provisions(Article 1 and Article 2)

Chapter II Book-Entry Transfer of Corporate Bonds(Article 3 - Article 10)

Chapter II-2 Book-Entry Transfer of Local Government Bonds(Article 10-2 - Article 10-11)

Chapter II-3 Book-Entry Transfer of Beneficial Interests in a Trust Issuing Beneficiary Certificates(Article 10-12 - Article 10-18)

Chapter III Book-Entry Transfer of Shares(Article 11 - Article 26)

Chapter IV Book-entry Transfer of Share Options(Article 27 - Article 35)

Chapter V Book-Entry Transfer of Corporate Bonds with Share Options(Article 36 - Article 45)

Chapter VI Book-Entry Transfer of Investment Equity(Article 46 - Article 51)

Chapter VII Book-Entry Transfer Resulting from Entity Conversion(Article 52 - Article 59)

Chapter VIII Miscellaneous Provisions(Article 60 to Article 62)

Supplementary Provisions

Chapter I General Provisions

(Terms)

Article 1When used in this Order, terms that are the same as those used in the Act on Book-Entry of Corporate Bonds, Shares (Act No. 75 of 2001; hereinafter referred to as the "Act") are to have the same meaning assigned to them in the Act.

(Method of Making Electronic or Magnetic Records of Book-Entry Transfer Account Registries)

Article 2Electronic or magnetic records to be specified by Ordinance of the Competent Ministry as prescribed in Article 68, paragraph (6) (including cases where applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127 and Article 276, item (i) of the Act), Article 127-4, paragraph (6), Article 129, paragraph (6) (including cases where applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii) of the Act), Article 165, paragraph (6) (including cases where applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1) and Article 276, item (iii) of the Act), and Article 194, paragraph (6) of the Act (including cases where applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv) of the Act) are records in which information is recorded in a file prepared in the form of a magnetic disk or other equivalent media on which information can be securely recorded and stored.

Chapter II Book-Entry Transfer of Corporate Bonds

(Matters to Be Reported to Book-Entry Transfer Institutions)

Article 3The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act are as prescribed in the respective items, according to the classification of the book-entry transfer corporate bonds listed in the following items,:

(i)regarding book-entry corporate bonds (excluding short-term corporate bonds) as set forth in Article 69, paragraph (1), item (i) of the Act, the following matters:

(a)the total amount of such book-entry corporate bonds;

(b)the name of the corporate bond administrator of such book-entry corporate bonds;

(c)the value of each such book-entry corporate bond;

(d)the interest rate of such book-entry corporate bonds;

(e)the method and due date for redemption of such book-entry corporate bonds;

(f)the method and due date for payment of interest;

(g)if such book-entry corporate bonds are issued jointly by companies, such fact and the portion borne by each issuer;

(h)in addition to (a) through (g), when such book-entry corporate bonds are secured by a mortgage on property pursuant to the provisions of the Secured Bonds Trust Act (Act No. 52 of 1905), the matters listed in each item under Article 26 of the same Act;

(i)when such book-entry corporate bonds are trust corporate bonds as prescribed in Article 2, paragraph (3), item (xvii) of the Ordinance for Enforcement of the Companies Act (Ordinance of the Ministry of Justice No. 12 of 2008), matters necessary to identify the trust for such book-entry corporate bonds;

(ii)book-entry corporate bonds (limited to short-term corporate bonds) set forth in Article 69, paragraph (1), item (i) of the Act:the matters listed in (a), (c) and (g) of the preceding item.

(Notice When a Company Is Unable to Identify the Account of the Bondholder)

Article 4The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act is a case where book-entry corporate bonds are delivered in a merger, share exchange or share transfer.

(Notifying Party When a Company Is Unable to Identify the Account of the Bondholder)

Article 5The party to be specified as equivalent to the company by Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when book-entry corporate bonds are delivered in a merger:the company dissolved by the merger;

(ii)when book-entry corporate bonds are delivered in a share exchange:the stock company executing the share exchange;

(iii)when book-entry corporate bonds are delivered in a share transfer:the stock company executing the share transfer;

(Recipient of Notice When the Company Is Unable to Identify the Account of the Bondholder)

Article 6The party to be specified as a party to be the bondholder or pledgee by Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of shares subject to call:the shareholders or registered pledgees of the shares subject to call;

(ii)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of class shares subject to class-wide call:the shareholders or registered pledgees of the class shares subject to class-wide call;

(iii)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of share options subject to call (meaning share options subject to call as prescribed in Article 273, paragraph (1) of the Companies Act; the same applies hereinafter) (excluding the case listed in the following item):the holders or registered pledgees (meaning registered pledgees of share options subject to call as prescribed in Article 270, paragraph (1) of the same Act; the same applies hereinafter) of the share options subject call;

(iv)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of corporate bonds with share options subject to call (meaning corporate bonds with share options to which a share option subject to call is attached; the same applies hereinafter):the holders or registered pledgees of the share options attached to the corporate bonds with share options subject to call;

(v)when book-entry corporate bonds are delivered in a merger: the following persons:

(a)the shareholders or registered pledgees of shares of the stock company dissolved by the merger;

(b)the employees of the membership company dissolved by the merger;

(vi)when book-entry corporate bonds are delivered in a share exchange:the shareholders or registered pledgees of shares of the stock company executing the share exchange;

(vii)when book-entry corporate bonds are delivered in a share transfer:the shareholders or registered pledgees of shares of the stock company executing the share transfer.

(Matters to Be Reported to Bondholders)

Article 7The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1), item (iv) of the Act are, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of shares subject to call:the fact of such delivery;

(ii)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of class shares subject to class-wide call:the fact of such delivery;

(iii)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):the fact of such delivery;

(iv)when the issuer delivers book-entry corporate bonds as consideration for the acquisition of corporate bonds with share options subject to call:the fact of such delivery;

(v)when book-entry corporate bonds are delivered in a merger, share exchange or share transfer:the fact of such delivery.

(Party Who May Demand the Opening of a Special Account)

Article 8The party to be specified by Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act is, according to the classification of cases under the following items, a person prescribed in the respective items, or the person's heir or other general successor:

(i)if the issuer has provided or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry transfer application for book-entry corporate bonds delivered as consideration for the acquisition of shares subject to call:a person who, prior to such notice or application, acquired such shares subject to call or for whom a pledge was created on such shares subject to call, and who is not described or recorded in the shareholder registry;

(ii)if the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry transfer application for book-entry corporate bonds delivered as consideration for the acquisition of class shares subject to class-wide call:a person who, prior to such notice or application, acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call, who is not described or recorded in the shareholder registry;

(iii)if the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry transfer application for book-entry corporate bonds delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):a person who, prior to such notice or application, acquired such share options subject to call or for whom a pledge was created on such share options subject to call, who is not described or recorded in the share option registry;

(iv)if the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry transfer application for book-entry corporate bonds delivered as consideration for the acquisition of corporate bonds with share options subject to call:a person who, prior to such notice or application, acquired such corporate bonds with share options subject to call or for whom a pledge was created on such corporate bonds with share options subject to call, who is not described or recorded in the share option registry;

(v)if the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry transfer application for book-entry corporate bonds delivered in a merger:a person who, prior to such notice or application, acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry;

(vi)if the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry transfer application for book-entry corporate bonds delivered in a share exchange:a person who, prior to such notice or application, acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry;

(vii)if the issuer has given a notice as set forth in Article 69, paragraph (1) of the Act for book-entry corporate bonds delivered in a share transfer:a persons who, prior to such notice or application, acquired shares of the stock company executing such share transfer or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry.

(Documents to Be Attached to a Demand to Open a Special Account)

Article 9The documents to be specified by Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act are the record of settlement stating to the effect that the Participant set forth in the same paragraph is to make the demand set forth in the same paragraph, or other documents having the same effect as that of the judgment set forth in the same paragraph.

(When a Demand to Open a Special Account May Be Made)

Article 10The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act is a case where the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph, and in which the acquirer, etc. has made a demand by submitting a document certifying the inheritance or other general succession.

Chapter II-2 Book-Entry Transfer of Local Government Bonds

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Local Government Bonds)

Article 10-2The provisions of Article 3 (excluding sub-item (i) of item (i), and item (ii)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 113 of the Act.In this case, the term "book-entry corporate bonds (excluding short-term corporate bonds)" in Article 3, item (i) is deemed to be replaced with "book-entry transfer local government bonds," the term "corporate bond administrator" in (b) of the same item is deemed to be replaced with "person to whom solicitation and management of local government bonds has been entrusted" as prescribed in Article 705, paragraph (1) of the Companies Act (Act No. 86 of 2005) as applied mutatis mutandis pursuant to Article 5-6 of the Local Government Finance Act (Act No. 109 of 1948) following the deemed replacement of terms, and the term "jointly by companies" in (g) of the same item is deemed to be replaced with "pursuant to the provisions of Article 5-7 of the Local Government Finance Act".

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Short-term Investment Corporation Bonds)

Article 10-3The provisions of Article 3 (excluding sub-items (g) and (i) of item (i)) apply mutatis mutandis to matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 115 of the Act.In this case, the term "short-term corporate bonds" in Article 3, item (i) is deemed to be replaced with "short-term investment corporation bonds," the term "corporate bond administrator" in (b) of the same item is deemed to be replaced with "investment corporation bond administrator," the term "short-term corporate bonds" in item (ii) of the same Article is deemed to be replaced with "short-term investment corporation bonds" and the term ",(c) and (g)" is deemed to be replaced with "and (c)."

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Corporate Bonds of Mutual Company)

Article 10-4The provisions of Article 3 (excluding sub-item (i) of item (i)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 117 of the Act.

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Specified Corporate Bonds)

Article 10-5The provisions of Article 3 (excluding sub-items (g) and (i) of item (i)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 118 of the Act.In this case, the term "short-term corporate bonds" in Article 3, item (i) is deemed to be replaced with "specified short-term corporate bonds," the term "corporate bond administrator" in (b) of the same item is deemed to be replaced with "specified corporate bond administrator," the term "short-term corporate bonds" in item (ii) of the same Article is deemed to be replaced with "specified short-term corporate bonds" and the term ,"(c) and (g)" is deemed to be replaced with "and (c)."

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Special Corporation Bonds)

Article 10-6The provisions of Article 3 (excluding sub-items (g) and (i) of item (i)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 120 of the Act.In this case, the term "short-term corporate bonds" in Article 3, item (i) is deemed to be replaced with "the right to be indicated in short-term bonds prescribed under Article 54-4, paragraph (1) of the Shinkin Bank Act (Act No. 238 of 1951) or short-term Norinchukin bank bonds prescribed in Article 62-2, paragraph (1) of the Norinchukin Bank Act (Act No. 93 of 2001)," the term "corporate bond administrator" in (b) of the same item is deemed to be replaced with "person to whom the management of the right to be indicated on bond certificates issued by a juridical person has been entrusted pursuant to a special Act," the term "short-term corporate bonds" in item (ii) of the same Article is deemed to be replaced with "the right to be indicated in short-term bonds as prescribed in Article 54-4, paragraph (1) of the Shinkin Bank Act or short-term Norinchukin bank bonds prescribed in Article 62-2, paragraph (1) of the Norinchukin Bank Act," and the term,"(c) and (g)" is deemed to be replaced with "and (c)."

(Matters to Be Reported to Book-Entry Transfer Institutions Concerning Beneficial Interests in Investment Trusts or Foreign Investment Trusts)

Article 10-7(1)The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act following the deemed replacement of terms are, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the establishment of a trust as set forth in Article 69, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act following the deemed replacement of terms relates to the initial conclusion of the investment trust contract, the following matters:

(a)the initial amount of trust principal and the total number of units of Book-Entry Transfer Beneficial Interest in Investment Trust at the time of the conclusion of the investment trust contract;

(b)the trade name of the trustee;

(c)with regard to Book-Entry Transfer Beneficial Interest in Investment Trust of an investment trust managed under the settlor's instructions, the trade name of the settlor (when the settlor is a financial instruments business operator (meaning a financial instruments business operator as prescribed in Article 2, paragraph (11) of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951); hereinafter the same applies in this item) registered under Article 29 of the Financial Instruments and Exchange Act (Act No. 25 of 1948) with respect to its engagement in investment management business for qualified investors (meaning investment management business for qualified investors as prescribed in Article 29-5, paragraph (1) of the same Act; hereinafter the same applies in this item), including the indication of such fact);

(d)the number of units of Book-Entry Transfer Beneficial Interest in Investment Trust;

(e)with regard to an investment trust managed without instructions from the settlor, the total amount of principal to be managed jointly and the corresponding number of units;

(f)the trust agreement period;

(g)the time and place for redemption of trust principal and distribution of profits;

(h)the calculation method for trust fees and other fees receivable by the trustee and the settlor, as well as the method and time of payment thereof;

(i)whether the offering is a public offerings, private placement with qualified institutional investors, private placement with professional investors, or private placement with general investors;

(j)with regard to Book-Entry Transfer Beneficial Interest in Investment Trust of an investment trust managed under the settlor's instructions for which additional amounts may be added to the trust as principal, the maximum amount of the principal which may be added to the trust;

(k)when the settlor entrusts the authority to give management instructions, the trade name or name and whereabouts of the person to whom the settlor entrusts such authority (when such person is a financial instruments business operator registered under Article 29 of the Financial Instruments and Exchange Act with respect to its engagement in investment management business for qualified investors, including the indication of such fact);

(l)when the trustee entrusts the authority related to management, the trade name or name and whereabouts of the person to whom the trustee entrusts such authority (when such person is a financial instruments business operator registered under Article 29 of the Financial Instruments and Exchange Act with respect to its engagement in investment management business for qualified investors, including the indication of such fact);

(m)The cost related to the entrustment in the case referred to in sub-item (k) or (l)

(n)when the settlor entrusts the authority to give management instructions or when the trustee entrusts the authority related to management, the details of such entrustment;

(o)with regard to securities investment trusts other than those listed below, an indication to the effect that even when the price for purchase or redemption prescribed in the basic terms and conditions of the investment trust falls below the principal amount of such trust, no purchase or redemption will be carried out at a price exceeding such price:

1.government or corporate bond investment trusts as prescribed in Article 13, item (ii), (a) of the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations (Ordinance of the Prime Minister's Office No. 129 of 2000);

2.mother fund as prescribed in Article 13, item (ii), (b) of the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations;

3.in addition to 1 and 2, matters specifically prescribed in the initial basic terms and conditions of the investment trust at the time of establishment

(ii)in cases other than those set forth in the preceding item:the total number of units of Book-Entry Transfer Beneficial Interest in Investment Trust related to the trust set forth in Article 69, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act following the deemed replacement of terms.

(2)The provisions of the preceding paragraph (limited to the portion related to item (i)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 121-3, paragraph (1), item (v) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Beneficial Interests in Investment Trusts or Foreign Investment Trusts)

Article 10-8The provisions of Article 4 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 5 (limited to the portion related to item (i)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as a party to be the trustee as prescribed in Article 69-2, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 6 (limited to the portion related to (a) of item (v)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as the party who is to be the beneficiary or pledgee as prescribed in Article 69-2, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 7 (limited to the portion related to item (v)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 8 (limited to the portion related to item (v)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 9 apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 10 apply mutatis mutandis to the party to be case by Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act.In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, are deemed to be replaced with the terms listed in the right column of said table.

Article 4	merger, share exchange or share transfer	consolidation of a trust
Article 5, item (i)	merger	consolidation of a trust
	company	trustee of the trust (or the settlor, in case of an investment trust managed under the settlor's instructions)
Article 6, item (v)	merger	consolidation of a trust
	The shareholders or registered pledgees of shares of the stock company	the beneficiaries or pledgees of beneficial interests in the trust
Article 7, item (v)	merger, share exchange or share transfer	consolidation of a trust
Article 8, item (v)	merger	consolidation of a trust
	given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application	given or submitted notice as set forth in Article 69, paragraph (1) of the Act
	such notice or application	such notice
	shares of the stock company	beneficial interests in the trust
	such shares	such beneficial interests
	shareholder registry	beneficial interests registry

(Matters to Be Reported to Book-Entry Transfer Institutions Concerning Beneficial Interests in Loan Trusts)

Article 10-9The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 122 of the Act are the following:

(i)the total amount of Book-Entry Transfer Beneficial Interests in Loan Trusts;

(ii)the trade name of the trustee;

(iii)the trust agreement period;

(iv)the time and place for the redemption of trust principal and distribution of profits;

(v)the calculation method for trust fees.

(Matters to Be Reported to Book-Entry Transfer Institutions Concerning Beneficial Interests in Specific Purpose Trusts)

Article 10-10The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 124 of the Act following the deemed replacement of terms are the following:

(i)the total number of equity interests in the principal of Book-Entry Transfer Beneficial Interests in a Specific Purpose Trust (meaning equity interests in the principal as prescribed in Article 226, paragraph (1), item (iii), (b) of the Act on the Securitization of Assets (Act No. 105 of 1998); the same applies in item (iii) and item (iv)) or in the profits (meaning equity interests in the profits prescribed in item (iii), (b) of the same paragraph; the same applies in item (iii) and item (iv));

(ii)the name and address of the original settlor (meaning the original settlor as prescribed in Article 224 of the Act on Securitization of Assets) and the trust company acting as the trustee, etc.;

(iii)the number of equity interests in the principal or in the profits of each Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust;

(iv)the provisions in the specific purpose trust contract pertaining to equity interests in the principal or in the profits, or to the calculation of equity interests in the principal or in the profits, of Book-Entry Transfer Beneficial Interests in a Specific Purpose Trust;

(v)contents of Book-Entry Transfer Beneficial Interests in a Specific Purpose Trust not listed in the preceding item;

(vi)the specific purpose trust contract period;

(vii)the provisions in the specific purpose trust contract pertaining to cost reimbursement and damage compensation for the trust company acting as a trustee, etc.;

(viii)the calculation method for trust fees, as well as the method and time of payment thereof;

(ix)the provisions in the specific purpose trust contract pertaining to the exercise of rights (including matters pertaining to the representative right holder prescribed in Article 2, paragraph (17) of the Act on Securitization of Assets and the specific trust administrator prescribed in paragraph (18) of the same Article);

(x)the amount of the principal of Book-Entry Transfer Beneficial Interests in a Specific Purpose Trust;

(xi)the details of specific property related to Book-Entry Transfer Beneficial Interests in a Specific Purpose Trust (excluding Secondary Specific Assets as prescribed in Article 4, paragraph (3), item (iii) of the Act on Securitization of Assets);

(xii)the fact that a Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust is a Special Corporate Bond-Type Beneficial Interest as prescribed in Article 230, paragraph (1), item (iii) of the Act on Securitization of Assets, when such is the case.

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds to Foreign-Issued Bonds)

Article 10-11(1)The provisions of Article 3 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 127 of the Act.In this case, the term "book-entry corporate bonds (excluding short-term corporate bonds)" in Article 3, item (i) is deemed to be replaced with "book-entry transfer foreign-issued bonds (excluding short-term foreign-issued bonds)," the term "corporate bond administrator" in (b) in the same item is deemed to be replaced with "person to whom the management of the right to be indicated on the bond certificates issued by a foreign state or foreign juridical person has been entrusted)," the terms "secured by a mortgage on property pursuant to the provisions of the Secured Bonds Trust Act (Act No. 52 of 1905)" and "the matters listed in each item under Article 26 of the same Act" in (h) of the same item are deemed to be replaced with "secured by a mortgage on property" and "the trade name of the trustee company in the trust contract in connection with such trust and the indication in the trust certificate pertaining to such security" respectively, the term "trust corporate bonds prescribed in Article 2, paragraph (3), item (xvii) of the Ordinance for Enforcement of the Companies Act (Ordinance of the Ministry of Justice No. 12 of 2008)" in (i) of the same item is deemed to be replaced with "foreign-issued bonds issued by the trustee of the trust that are issued for the benefit of the trust property," and the term "book-entry corporate bonds (limited to short-term corporate bonds)" in item (ii) of the same Article is deemed to be replaced with "book-entry transfer foreign-issued bonds (limited to short-term foreign-issued bonds)."

(2)"Short-term foreign-issued bonds" as set forth in the preceding paragraph means book-entry transfer foreign-issued bonds that satisfy all of the following requirements:

(i)they are issued in Japanese yen;

(ii)the value of each book-entry transfer foreign-issued bond is not less than 100 million yen;

(iii)a fixed due date for redemption of the principal is provided within one year from the date on which the total amount of the book-entry transfer foreign-issued bonds have been paid, and there is no provisions for an installment plan;

(iv)there are provisions making the due date for the payment of interest the same date as the due date for the redemption of the principal set forth in the preceding item.

Chapter II-3 Book-Entry Transfer of Beneficial Interests in a Trust Issuing a Beneficiary Certificate

(Notice When the Trustee Is Unable to Identify the Account of the Beneficiary)

Article 10-12The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1) of the Act is a case where Book-Entry Transfer Beneficial Interests are delivered in the consolidation or splitting of a trust.

(Notifying Party When the Trustee Is Unable to Identify the Account of the Beneficiary)

Article 10-13The party to be specified as equivalent to the trustee by Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when Book-Entry Transfer Beneficial Interests are delivered in the consolidation of trusts:the trustee of the trust dissolved by the consolidation of trusts;

(ii)when Book-Entry Transfer Beneficial Interests are delivered in the splitting of a trust:the trustee of the split trust (meaning a split trust as prescribed in Article 155, paragraph (1), item (vi) of the Trust Act; hereinafter the same applies in this Chapter) or the trustee of the former trust in the case of a new trust split.

(Recipient of Notice When the Trustee Is Unable to Identify the Account of the Beneficiary)

Article 10-14The party to be specified as a party to be the beneficiary or pledgee by Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when Book-Entry Transfer Beneficial Interests are delivered in consolidation of trusts:the beneficiaries or pledgees of beneficial interests in the trust dissolved by the consolidation of trusts;

(ii)when Book-Entry Transfer Beneficial Interests are delivered in the splitting of a trust:the beneficiaries or pledgees of beneficial interests in the former trust in the case of a split trust or new trust split;

(iii)in addition to the cases listed in the preceding two items, when the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act with regard to the beneficial interests:the beneficiaries or pledgees of such beneficial interests.

(Matters to Be Reported to Beneficiaries)

Article 10-15The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1), item (iv) of the Act are, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when Book-Entry Transfer Beneficial Interests are delivered in consolidation of a trust:the fact of such delivery;

(ii)when Book-Entry Transfer Beneficial Interests are delivered in the splitting of a trust:the fact of such delivery;

(Party Who May Demand to Open a Special Account)

Article 10-16The party to be specified by Ordinance of the Competent Ministry as prescribed in Article 127-8, paragraph (2) of the Act is, according to the classification of cases under the following items, the person prescribed in the respective items, or the person's heirs or other general successors:

(i)if the issuer has given a notice as set forth in Article 127-5, paragraph (1) of the Act for Book-Entry Transfer Beneficial Interests delivered in consolidation of trusts:persons not described or recorded in the beneficial interests registry who acquired beneficial interests in the trust which ceases to exist as a result of such consolidation of trusts or persons for whom a pledge was created on such beneficial interest prior to such notice;

(ii)if the issuer has delivered notice as set forth in Article 127-5, paragraph (1) of the Act or submitted a book-entry transfer application for Book-Entry Transfer Beneficial Interests in the splitting of a trust:persons not described or recorded in the beneficial interest registry who acquired beneficial interests in the former trust in a split trust or new trust split or persons for whom a pledge was created on such beneficial interests prior to such notice or application;

(iii)in addition to the cases listed in the preceding two items, if the issuer has given consent as set forth in Article 13, paragraph (1) of the Act:persons not described or recorded in the beneficial interest registry who acquired such beneficial interests or persons for whom a pledge was created on such beneficial interests prior to the time the issuer gives a notice pertaining to beneficial interests as set forth in Article 127-5, paragraph (1) of the Act.

(Documents to Be Attached to a Demand to Open a Special Account)

Article 10-17Documents to be specified by Ordinance of the Competent Ministry prescribed in Article 127-8, paragraph (2) of the Act are the record of settlement stating to the effect that the Participant set forth in the same paragraph is to make the demand set forth in the same paragraph, or other documents having the same effect as that of the judgment set forth in the same paragraph.

(When a Demand to Open a Special Account May Be Made)

Article 10-18The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 127-8, paragraph (2) of the Act is a case where the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph and has made the relevant demand by submitting a document certifying its inheritance or another form of general succession by it.

Chapter III Book-Entry Transfer of Shares

(Matters to Be Reported to Book-Entry Transfer Institutions)

Article 11Matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act are the feature of shares.

(Notice When a Company Is Unable to Identify the Account of the Shareholder)

Article 12The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act is a case where Book-Entry Transfer Shares are delivered in a merger, share exchange or share transfer.

(Notifying Party When a Company Is Unable to Identify the Account of the Shareholder)

Article 13The party to be specified as equivalent to the company by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when Book-Entry Transfer Shares are delivered in a merger:the company dissolved by the merger;

(ii)when Book-Entry Transfer Shares are delivered in a share exchange:the stock company executing the share exchange;

(iii)when Book-Entry Transfer Shares are delivered in a share transfer:the stock company executing the share transfer.

(Recipient of Notice When the Company Is Unable to Identify the Account of the Shareholder)

Article 14The party to be specified as a party to be the shareholder or registered pledgee of shares by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act after the formation of a company in connection with its shares:the shareholders or registered pledgees of such shares;

(ii)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of shares subject to call:the shareholders or registered pledgees of shares subject to call;

(iii)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of class shares subject to class-wide call:the shareholders or registered pledgees of class shares subject to class-wide call;

(iv)when the issuer allots Book-Entry Transfer Shares to shareholders as an allotment of shares without contribution (meaning an allotment of shares without contribution as prescribed in Article 185 of the Companies Act; the same applies hereinafter):such shareholders or registered pledgees of the shares of such shareholders;

(v)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of share options subject to call (excluding the cases listed in the following items):The holders or registered pledgees of the share options subject to call;

(vi)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of corporate bonds with share options subject to call:the holders or registered pledgees of the share options attached to the corporate bonds with share options subject call;

(vii)when Book-Entry Transfer Shares are delivered in a merger: the following persons:

(a)the shareholders or registered pledgees of shares of the stock company dissolved by the merger;

(b)the employees of the membership company dissolved by the merger;

(viii)when Book-Entry Transfer Shares are delivered in a share exchange:the shareholders or registered pledgees of shares of the stock company executing the share exchange;

(ix)when Book-Entry Transfer Shares are delivered in a share transfer:the shareholders or registered pledgees of shares of the stock company executing the share transfer.

(Matters to Be Reported to Shareholders)

Article 15The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act are, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act after the formation of a company in connection with its shares:The fact of such intention;

(ii)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of shares subject to call:The fact of such delivery;

(iii)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of class shares subject to class-wide call:The fact of such delivery;

(iv)when the issuer allots Book-Entry Transfer Shares to shareholders as an allotment of shares without contribution:The fact of such allotment;

(v)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):The fact of such delivery;

(vi)when the issuer delivers Book-Entry Transfer Shares as consideration for the acquisition of corporate bonds with share options subject to call:The fact of such delivery;

(vii)when Book-Entry Transfer Shares are delivered in a merger, share exchange or share transfer:The fact of such delivery.

(Party Who May Demand to Open a Special Account)

Article 16The party to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act is, according to the classification of cases under the following items, a person prescribed in the respective items, or the person's heirs or other general successors:

(i)if the issuer has given its consent as set forth in Article 13, paragraph (1) of the Act after the formation of a company in connection with its shares:a person who, before the issuer gives a notice as set forth in Article 130, paragraph (1) of the Act with regard to such shares, acquired such shares or for whom a pledge was created for such shares, who is not described or recorded in the shareholder registry;

(ii)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares delivered as consideration for the acquisition of shares subject to call:a person who, prior to such notice or application, acquired such shares subject to call or for whom a pledge was created on such shares subject to call, who is not described or recorded in the shareholder registry;

(iii)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares delivered as consideration for the acquisition of class shares subject to class-wide call:a person who, prior to such notice or application, acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call, who is not described or recorded in the shareholder registry;

(iv)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares allotted to shareholders as an allotment of shares without contribution:a person who, prior to such notice or application, acquired shares held by the shareholders who received such allotment or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry;

(v)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):a persons who, prior to such notice or application, acquired such share options subject to call or for whom a pledge was created on such share options subject to call, who is not described or recorded in the share option registry;

(vi)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares delivered as consideration for the acquisition of corporate bonds with share options subject to call:a person who, prior to such notice or application, acquired such corporate bonds with share options subject to call or for whom a pledge was created on such corporate bonds with share options subject to call, who is not described or recorded in the share option registry;

(vii)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares delivered in a merger:a person who, prior to such notice or application, acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry;

(viii)if the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Shares delivered in a share exchange:a person who, prior to such notice or application, acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry;

(ix)if the issuer has given a notice as set forth in Article 130, paragraph (1) of the Act for Book-Entry Transfer Shares delivered in a share transfer:a person who, prior to such notice, acquired shares of the stock company executing such share transfer or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry.

(Documents to Be Attached to a Demand to Open a Special Account)

Article 17The documents to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act are the record of settlement including language to the effect that the Participant set forth in the same paragraph is to make the demand set forth in the same paragraph, or other documents having the same effect as the judgment set forth in the same paragraph.

(When a Demand to Open a Special Account May Be Made)

Article 18The cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act are the following:

(i)when the acquirer, etc. set forth in Article 133, paragraph (2) of the Act is an heir or other general successor to the Participant set forth in the same paragraph and the acquirer, etc. has made such a demand by submitting a document certifying inheritance or other general succession;

(ii)if the acquirer, etc. set forth in Article 133, paragraph (2) of the Act has made such a demand by submitting a document certifying that such acquirer, etc. acquired the share certificates related to the shares described or recorded in the account of the Participant set forth in Article 133, paragraph (2) of the Act within one year from the date a company issuing share certificates (meaning a company issuing share certificates as prescribed in Article 117, paragraph (6) of the Companies Act) abolished the provisions of its articles of incorporation requiring issuance of share certificates and, prior to the date of such abolishment, such shares, or a pledge, was created on such shares for such acquirer, etc.

(Matters to Be Reported in a Merger)

Article 19Matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act are the feature of the shares.

(Matters to Be Reported in Notice to All Shareholders)

Article 20The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (1) of the Act are the following:

(i)the fact that the issuer is a person listed in items (a) to (c) below and the Participant is a person prescribed in said item (a) to (c) when such is the case:

(a)basic broadcasting station operator as prescribed in Article 116, paragraph (1) of the Broadcast Act (Act No. 132 of 1950):A foreign national, etc. as prescribed in the same paragraph;

(b)basic broadcasting station facility provider as prescribed in Article 125, paragraph (1) of the Broadcast Act:A foreign national, etc. as prescribed in the same paragraph;

(c)a certified broadcasting holding company as prescribed in Article 161, paragraph (1) of the Broadcast Act:A foreign national, etc. as prescribed in the same paragraph;

(ii)the fact that the issuer is a domestic air carrier as prescribed in Article 120-2, paragraph (1) of the Civil Aeronautics Act (Act No. 231 of 1952) or its holding company, etc. as prescribed in the same paragraph, and the Participant is a foreign national, etc. as prescribed in the same paragraph when such is the case;

(iii)the fact that the issuer is Nippon Telegraph and Telephone Corporation and the Participant is a person listed in one of the items under Article 6, paragraph (1) of the Act on Nippon Telegraph and Telephone Corporation, etc. (Act No. 85 of 1984) when such is the case.

(Request of Special Shareholder)

Article 21The request prescribed in Article 151, paragraph (2), item (i) of the Act is to be made by a Participant to whom Book-Entry Transfer Shares are transferred as security to its Nearest Upper-Positioned Institution, indicating the name and address of the person giving a notice as set forth in paragraph (1) of the same Article as a shareholder, the number of such Book-Entry Transfer Shares, and the matters listed in Article 129, paragraph (3), item (vi) of the Act in relation to the number of such Book-Entry Transfer Shares.

(Notice of Registered Pledgee of Shares)

Article 22The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act are, when the pledgee set forth in the same paragraph is a re-pledgee and the pledgee who executed the re-pledge is a registered pledgee of shares, the name and address of such pledgee.

(Notice of Record Date)

Article 23(1)The notice prescribed in Article 151, paragraph (7) of the Act must, in the cases listed in paragraph (1), item (i), item (ii) or item (vii) of the same Article, be given at least two weeks before the date prescribed in each such item, and in the case listed in item (iv) of the same paragraph, be given on the date the issuer set forth in the same item gives the consent set forth in Article 13, paragraph (1) of the Act to the Book-Entry Transfer Institution set forth in paragraph (7) of the same Article (or, if such issuer changes the date of the commencement of its business year set forth in the same item, at least two weeks before the date such change takes effect).

(2)The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act are the details of the right prescribed in Article 124, paragraph (2) of the Companies Act in the case listed in paragraph (1), item (i) of the same Article.

(Matters to Be Described in the Shareholder Registry)

Article 24The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act are all of the notified matters and the matters indicated pursuant to the provisions of Article 151, paragraph (3) of the Act (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article).

(Matters to Be Reported to Individual Shareholders)

Article 25The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 154, paragraph (3) of the Act are those listed in each item under Article 20.

(Registration of Lost Share Certificates)

Article 26The party to be specified by Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act is, according to the classification of cases under the following items, as prescribed in the items:

(i)if the registration of a lost share certificate has been cancelled as a result of the application pursuant to the provisions of Article 225, paragraph (1) of the Companies Act:The person who filed such application;

(ii)if the registration of a lost share certificate has been cancelled as a result of the application pursuant to the provisions of Article 226, paragraph (1) of the Companies Act:The registered holder of the shares;

(iii)if one year has elapsed from the date immediately following the date of the registration of the loss of a share certificate (meaning the date of the registration of the loss of a share certificate as prescribed in Article 221, item (iv) of the Companies Act) (excluding cases where the registration of the loss of the share certificate has been cancelled prior to the lapse of such period):The registrant of the lost share certificate.

Chapter IV Book-Entry Transfer of Share Options

(Matters to Be Reported to Book-Entry Transfer Institution)

Article 27The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 166, paragraph (1), item (ix) of the Act are the feature of the share options.

(Notice When a Company Is Unable to Identify the Account of the Holder of Share Options)

Article 28The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1) of the Act is a case where Book-Entry Transfer Share Options (in the case of a company split, limited to share options of the stock company executing the company split delivered to the holders of share options; the same applies in item (ii) of the following Article, Article 30, item (vii), Article 31, item (vi) and Article 32, item (vii)) are delivered in a merger, company split, share exchange or share transfer.

(Notifying Party When a Company Is Unable to Identify the Account of the Holder of Share Options)

Article 29The party to be specified as equivalent to the company by Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when Book-Entry Transfer Share Options are delivered in a merger:The company dissolved by the merger;

(ii)when Book-Entry Transfer Share Options are delivered in a company split:The stock company executing the company split;

(iii)when Book-Entry Transfer Share Options are delivered in a share exchange:The stock company executing the share exchange;

(iv)when Book-Entry Transfer Share Options are delivered in a share transfer:The stock company executing the share transfer.

(Recipient of Notice When a Company Is Unable to Identify the Account of the Holder of Share Options)

Article 30The party to be specified as a party to be the holder or registered pledgee of share options by Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of shares subject to call:The shareholders or registered pledgees of the shares subject to call;

(ii)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of class shares subject to class-wide call:The shareholders or registered pledgees of the class shares subject to class-wide call;

(iii)when the issuer allots Book-Entry Transfer Share Options to shareholders as an allotment of share options without contribution (meaning an allotment of share options without contribution as prescribed in Article 277 of the Companies Act; the same applies hereinafter):Such shareholders or the registered pledgees of the shares of such shareholders;

(iv)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):The holders or registered pledgees of the share options subject to call;

(v)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of corporate bonds with share options subject to call:The holders or registered pledgees of the share options attached to the corporate bonds with share options subject to call;

(vi)when Book-Entry Transfer Share Options are delivered in a merger: The following persons:

(a)the shareholders or registered pledgees of shares of the stock company dissolved by the merger;

(b)the employees of the membership company dissolved by the merger;

(c)the holders or registered pledgees of share options of the stock company dissolved by the merger;

(vii)when Book-Entry Transfer Share Options are delivered in a company split:The holders or registered pledgees of share options of the stock company executing the company split;

(viii)when Book-Entry Transfer Share Options are delivered in a share exchange: The following persons:

(a)the shareholders or registered pledgees of shares of the stock company executing the share exchange;

(b)the holders or registered pledgees of share options of the stock company executing the share exchange;

(ix)when Book-Entry Transfer Share Options are delivered in a share transfer: The following persons:

(a)the shareholders or registered pledgees of shares of the stock company executing the share transfer;

(b)the holders or registered pledgees of share options of the stock company executing the share transfer.

(Matters to Be Reported to Holders of Share Options)

Article 31The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1), item (iv) of the Act are, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of shares subject to call:The fact of such delivery;

(ii)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of class shares subject to class-wide call:The fact of such delivery;

(iii)when the issuer allots Book-Entry Transfer Share Options to shareholders as an allotment of share options without contribution:The fact of such allotment;

(v)when the issuer delivers Book-Entry Transfer Share Options as consideration for the acquisition of corporate bonds with share options subject to call:The fact of such delivery;

(vi)when Book-Entry Transfer Share Options are delivered in a merger, company split, share exchange or share transfer:The fact of such delivery.

(Party Who May Demand to Open a Special Account)

Article 32The party to be specified by Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act is, according to the classification of cases under the following items, a person prescribed in the respective items or the person's heirs or other general successors:

(i)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered as consideration for the acquisition of shares subject to call:Persons not described or recorded in the shareholder registry who acquired such shares subject to call or for whom a pledge was created on such shares subject to call prior to such notice or application;

(ii)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered as consideration for the acquisition of class shares subject to class-wide call:Persons not described or recorded in the shareholder registry who acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call prior to such notice or application;

(iii)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options allotted to shareholders as an allotment of share options without contribution:Persons not described or recorded in the shareholder registry who acquired shares held by the shareholders who received such allotment of share options without contribution or for whom a pledge was created on such shares prior to such notice or application;

(iv)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):Persons not described or recorded in the share option registry who acquired such share options subject to call or for whom a pledge was created on such share options subject to call prior to such notice or application;

(v)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered as consideration for the acquisition of corporate bonds with share options subject to call:Persons not described or recorded in the share option registry who acquired such corporate bonds with share options subject to call or for whom a pledge was created on such corporate bonds with share options subject to call prior to such notice or application;

(vi)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered in a merger: The following persons:

(a)persons not described or recorded in the shareholder registry who acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares prior to such notice or application;

(b)persons not described or recorded in the share option registry who acquired share options of the stock company dissolved by such merger or for whom a pledge was created on such share options prior to such notice or application;

(vii)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered in a company split:Persons not described or recorded in the share option registry who acquired share options of the stock company executing such company split or for whom a pledge was created on such share options prior to such notice or application;

(viii)if the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Share Options delivered in a share exchange, the following persons:

(a)persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares prior to such notice or application;

(b)persons not described or recorded in the share option registry who acquired share options of the stock company executing such share exchange or for whom a pledge was created on such share options prior to such notice or application;

(ix)if the issuer has given a notice as set forth in Article 166, paragraph (1) of the Act for Book-Entry Transfer Share Options delivered in a share transfer, the following persons:

(a)the persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share transfer or for whom a pledge was created on such shares prior to such notice;

(b)persons not described or recorded in the share option registry who acquired share options of the stock company executing such share transfer or for whom a pledge was created on such share options prior to such notice.

(Documents to Be Attached to a Demand to Open a Special Account)

Article 33The documents to be specified by Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act are the record of settlement including a statement to the effect that the Participant set forth in the same paragraph is to make the demand set forth in the same paragraph, or other documents having the same effect as the judgment set forth in the same paragraph.

(When a Demand to Open a Special Account May Be Made)

Article 34The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act is a case where the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph and such person has made a demand by submitting a document certifying the inheritance or other general succession.

(Matters to Be Reported in Notice of All Holders of Share Options)

Article 35The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 186, paragraph (1) of the Act are those listed in each item under Article 20.

Chapter V Book-Entry Transfer of Corporate Bonds with Share Options

(Matters to Be Reported to Book-Entry Transfer Institutions)

Article 36The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 195, paragraph (1), item (ix) of the Act are those prescribed in Article 3, item (i) and the feature of the share options.

(Notice When a Company Is Unable to Identify the Account of the Bondholder of Corporate Bonds with Share Options)

Article 37The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1) of the Act is a case where Book-Entry Transfer Corporate Bonds with Share Options (in the case of a company split, limited to those delivered to the holders of share options attached to the corporate bonds with share options of the stock company executing the company split; the same applies in item (ii) of the following Article, Article 39, item (vii), Article 40, item (vi) and Article 41, item (vii)) are delivered in a merger, company split, share exchange or share transfer.

(Notifying Party When a Company Is Unable to Identify the Account of the Bondholder of Corporate Bonds with Share Options)

Article 38The party to be specified as equivalent to the company by Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a merger:The company dissolved by the merger;

(ii)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a company split:The stock company executing the company split;

(iii)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a share exchange:The stock company executing the share exchange;

(iv)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a share transfer:The stock company executing the share transfer.

(Recipient of Notice When a Company Is Unable to Identify the Account of the Bondholder of Corporate Bonds with Share Options)

Article 39The party to be specified as a party to be the bondholder or registered pledgee of Book-Entry Tramsfer Corporate Bonds with Share Options by Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1) of the Act is, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of shares subject to call:The shareholders or registered pledgees of the shares subject to call;

(ii)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of class shares subject to class-wide call:The shareholders or registered pledgees of the class shares subject to class-wide call;

(iii)when the issuer allots Book-Entry Transfer Corporate Bonds with Share Options to shareholders as an allotment of share options without contribution:Such shareholders or the registered pledgees of the shares of such shareholders;

(iv)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):The holders or registered pledgees of the share options subject to call;

(v)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of corporate bonds with share options subject to call:The holders or registered pledgees of the share options attached to the corporate bonds with share options subject to call;

(vi)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a merger, the following persons:

(a)the shareholders or registered pledgees of shares of the stock company dissolved by the merger;

(b)the employees of the membership company dissolved by the merger;

(c)the holders or registered pledgees of share options attached to the corporate bonds with share options of the stock company dissolved by the merger;

(vii)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a company split:The holders or registered pledgees of share options attached to the corporate bonds with share options of the stock company executing the company split;

(viii)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a share exchange, the following persons:

(a)the shareholders or registered pledgees of shares of the stock company executing the share exchange;

(b)the holders or registered pledgees of share options attached to the corporate bonds with share options of the stock company executing the share exchange;

(ix)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a share transfer, the following persons:

(a)the shareholders or registered pledgees of shares of the stock company executing the share transfer;

(b)the holders or registered pledgees of share options attached to the corporate bonds with share options of the stock company executing the share transfer.

(Matters to Be Reported to Bondholders of Corporate Bonds with Share Options)

Article 40The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1), item (iv) of the Act are, according to the classification of cases under the following items, as prescribed in the respective items:

(i)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of shares subject to call:the fact of such delivery;

(ii)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of class shares subject to class-wide call:the fact of such delivery;

(iii)when the issuer allots Book-Entry Transfer Corporate Bonds with Share Options to shareholders as an allotment of share options without contribution:the fact of such allotment;

(iv)when the issuer delivers Book-Entry Transfer Corporate Bonds with Share Options as consideration for the acquisition of share options subject to call (excluding the case listed in the following item):the fact of such delivery;

(vi)when Book-Entry Transfer Corporate Bonds with Share Options are delivered in a merger, company split, share exchange or share transfer:the fact of such delivery.

(Party Who May Demand to Open a Special Account)

Article 41The party to be specified by Ordinance of the Competent Ministry as prescribed in Article 198, paragraph (2) of the Act is, according to the classification of cases under the following items, a person prescribed in the respective items or such person's heirs or other general successors:

(i)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered as consideration for the acquisition of shares subject to call:Persons not described or recorded in the shareholder registry who acquired such shares subject to call or for whom a pledge was created on such shares subject to call prior to such notice or application;

(ii)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered as consideration for the acquisition of class shares subject to class-wide call:Persons not described or recorded in the shareholder registry who acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call prior to such notice or application;

(iii)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options allotted to shareholders as an allotment of share options without contribution:Persons not described or recorded in the shareholder registry who acquired shares held by the shareholders who receive such an allotment of share options without contribution or for whom a pledge was created on such shares prior to such notice or application;

(iv)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item):Persons not described or recorded in the share option registry who acquired such share options subject to call or for whom a pledge was created on such share options subject to call prior to such notice or application;

(v)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered as consideration for the acquisition of corporate bonds with share options subject to call:Persons not described or recorded in the share option registry who acquired such corporate bonds with share options subject to call or for whom a pledge was created on such corporate bonds with share options subject to call prior to such notice or application;

(vi)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered in a merger, the following persons:

(a)the persons not described or recorded in the shareholder registry who acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares prior to such notice or application;

(b)persons not described or recorded in the share option registry who acquired corporate bonds with share options of the stock company dissolved by such merger or for whom a pledge was created on such corporate bonds with share options prior to such notice or application;

(vii)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered in a company split:Persons not described or recorded in the share option registry who acquired corporate bonds with share options of the stock company executing such company split or for whom a pledge was created on such corporate bonds with share options prior to such notice or application;

(viii)if the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry transfer application for Book-Entry Transfer Corporate Bonds with Share Options delivered in a share exchange, the following persons:

(b)the persons not described or recorded in the share option registry who acquired corporate bonds with share options of the stock company executing such share exchange or for whom a pledge was created on such corporate bonds with share options prior to such notice or application;

(ix)if the issuer has given a notice as set forth in Article 195, paragraph (1) of the Act for Book-Entry Transfer Corporate Bonds with Share Options delivered in a share transfer, the following persons:

(a)persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share transfer or for whom a pledge was created on such shares prior to such notice;

(b)persons not described or recorded in the share option registry who acquired corporate bonds with share options of the stock company executing such share transfer or for whom a pledge was created on such corporate bonds with share options prior to such notice.

(Documents to Be Attached to a Demand to Open a Special Account)

Article 42The documents to be specified by Ordinance of the Competent Ministry as prescribed in Article 198, paragraph (2) of the Act are the record of settlement including language to the effect that the Participant set forth in the same paragraph is to make the demand set forth in the same paragraph, or other documents having the same effect as the judgment set forth in the same paragraph.

(When a Demand to Open a Special Account May Be Made)

Article 43The case to be specified by Ordinance of the Competent Ministry as prescribed in Article 198, paragraph (2) of the Act is a case where the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph and the acquirer, etc. has made such demand by submitting a document certifying the inheritance or other general succession.

(Matters to Be Reported at the Time of the Exercise of Share Options)

Article 44The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 202, paragraph (3), item (iii) and Article 203, paragraph (3), item (iv) of the Act are the matters prescribed in Article 3, item (i) and the feature of share options.

(Matters to Be Reported in a Notice to All Bondholders of Corporate Bonds with Share Options)

Article 45The matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 218, paragraph (1) of the Act are the matters listed in each item under Article 20.

Chapter VI Book-Entry Transfer of Investment Equity

(Application Mutatis Mutandis of Provisions Concerning Shares to Investment Equity)

Article 46The provisions of Article 11 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 12 apply mutatis mutandis to the cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 13 (limited to the portion related to item (i)) apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as equivalent to said investment corporation prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 14 (limited to the portion related to item (i) and item (vii), (a)) apply to those who are the investor or registered pledgee of investment equity to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 15 (limited to the portion related to item (i) and item (vii)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 228 of the Act following the deemed replacement of terms, the provisions of Article 16 (limited to the portion related to item (i) and item (vii)) apply to the party to be specified by Ordinance of the Competent Ministry prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 17 apply to those to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 18 apply to the cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 21 apply mutatis mutandis to the request prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 22 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 23, paragraph (1) apply mutatis mutandis to the notice prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 23, paragraph (2) apply to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, and the provisions of Article 24 apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act.In this case, the terms listed in the middle column of the following table, found in the provisions listed in the left column of said table, are deemed to be replaced with the terms listed in the right column of said table.

Article 12	merger, share exchange or share transfer	merger
Article 14, item (i) and item (vii), (a)	registered pledgee of (such) shares	registered pledgee of (such) investment units
Article 15, item (vii)	merger, share exchange or share transfer	merger
Article 16, item (i) and item (vii)	shareholder registry	investors' registry
Article 18, item (ii)	the date a company issuing share certificates (which means a company issuing share certificates as prescribed in Article 117, paragraph (6) of the Companies Act) abolished the provisions of its articles of incorporation to the effect that share certificates are to be issued	a certain date set forth in Article 131, paragraph (1), item (i) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act following the deemed replacement of terms
	the date of abolishment	a certain date
Article 21	number	number of units
Article 22	registered pledgee of shares	registered pledgee of investment equity
Article 23, paragraph (1)	business year	business period
Article 23, paragraph (2)	Companies Act	Companies Act as applied mutatis mutandis pursuant to Article 77-3, paragraph (3) of the Act on Investment Trusts and Investment Corporations following the deemed replacement of terms

(Documents to Be Attached to a Demand to Open a Special Account)

Article 46-2The documents to be specified by Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228 of the Act following the deemed replacement of terms are an authenticated copy or a transcript of the decision for invalidation related to investment securities as set forth in Article 159, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228 of the Act following the deemed replacement of terms.

(Application Mutatis Mutandis of Provisions Concerning Shares to Preferred Equity Investments by a Cooperative Structured Financial Institution)

Article 47The provisions of Article 11 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 12 apply mutatis mutandis to the cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 13 (limited to the portion related to item (i)) apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as equivalent to said cooperative structured financial institution as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 14 (limited to the portion related to item (i) and item (vii), (a)) apply mutatis mutandis to those who are the preferred equity investors or registered pledgees of preferred equity investments as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 15 (limited to the portion related to item (i) and item (vii)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 16 (limited to the portion related to item (i) and item (vii)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 17 apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 18 apply mutatis mutandis to the cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 21 apply mutatis mutandis to the request prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 22 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 23, paragraph (1) apply mutatis mutandis to the notice prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 23, paragraph (2) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 24 apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, and the provisions of Article 26 apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act.In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, are deemed to be replaced with the terms listed in the right column of said table.

Article 12	merger, share exchange or share transfer	Merger
Article 14, item (i) and item (vii)(a)	registered pledgee of (such) shares	registered pledgee of (such) preferred equity investments
Article 14, item (i), Article 15, item (i) and Article 16, item (i)	after the formation of a company	after the issuance of preferred equity investments
Article 15, item (vii)	merger, share exchange or share transfer	merger
Article 16, item (i) and item (vii)	shareholder registry	preferred equity investors' registry
Article 18, item (ii)	company issuing share certificate (which means a company issuing share certificate prescribed in Article 117, paragraph (6) of the Companies Act)	cooperative structured financial institution issuing preferred equity investment certificate (which means a cooperative structured financial institution the articles of incorporation of which have provisions to the effect that preferred equity investment certificates representing its preferred equity investments are to be issued)
Article 21	number	number of units
Article 22	registered pledgee of shares	registered pledgee of preferred equity investments
Article 23, paragraph (1)	paragraph (1), item (i), item (ii) or item (vii) of the same Article	paragraph (1), item (i) or item (vii) of the same Article
Article 23, paragraph (2)	Companies Act	Companies Act as applied mutatis mutandis pursuant to Article 26 of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution (Act No. 44 of 1993) following the deemed replacement of terms
Article 26, item (i)	Companies Act	Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution following the deemed replacement of terms
	registration of lost share certificates	registration of lost preferred equity investment certificates (registration of lost preferred equity investment certificates as prescribed in Article 223 of the Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions following the deemed replacement of terms; the same applies in the following item and item (iii))
Article 26, item (ii)	Companies Act	Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions following the deemed replacement of terms
	registration of lost share certificate	registration of lost preferred equity investment certificate
Article 26, item (iii)	date of registration of loss of share certificate (which means the date of registration of loss of share certificate company issuing share certificate prescribed in Article 221, item (iv) of the Companies Act)	date of registration of loss of preferred equity investment certificate (which means the date of registration of the loss of a preferred equity investment certificate as prescribed in Article 221, item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions following the deemed replacement of terms)
	registration of lost share certificate	registration of lost preferred equity investment certificate
	registrant of lost share certificate	registrant of lost preferred equity investment certificate (which means the registrant of the lost preferred equity investment certificate prescribed in Article 224, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions following the deemed replacement of terms)

(Application Mutatis Mutandis of Provisions Concerning Shares to Preferred Equity Investments by a Special Purpose Company)

Article 48The provisions of Article 11 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 15 (limited to the portion related to item (i)) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 16 (limited to the portion related to item (i)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 17 apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 18 apply mutatis mutandis to the cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 21 apply mutatis mutandis to the request prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 22 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 23, paragraph (1) apply mutatis mutandis to the notice prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 23, paragraph (2) apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, and the provisions of Article 24 apply mutatis mutandis to those to be specified by Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act.In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, are deemed to be replaced with the terms listed in the right column of said table.

Article 15, item (i) and Article 16, item (i)	after the formation of a company	after the issuance of preferred equity investments
Article 16, item (i)	shareholder registry	preferred equity partner registry
Article 18, item (ii)	the date a company issuing share certificates (a company issuing share certificates as prescribed in Article 117, paragraph (6) of the Companies Act) abolished the provisions of its articles of incorporation to the effect that share certificates are to be issued	a certain date set forth in Article 131, paragraph (1), item (i) of the Act as applied mutatis mutandis pursuant to Article 239 of the Act following the deemed replacement of terms
	the date of abolishment	a certain date
Article 21	number	number of units
Article 22	registered pledgee of shares	registered pledgee of preferred equity investments
Article 23, paragraph (2)	Companies Act	Companies Act as applied mutatis mutandis pursuant to Article 28, paragraph (3) of the Act on Securitization of Assets following the deemed replacement of terms

(Documents to Be Attached to a Demand to Open a Special Account)

Article 48-2The documents to be specified by Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239 of the Act following the deemed replacement of terms are an authenticated copy or a transcript of the decision for invalidation related to a preferred equity investment certificate as set forth in Article 159, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 239 of the Act following the deemed replacement of terms.

(Application Mutatis Mutandis of Provisions Concerning Share Options to Investment Equity Subscription Right)

Article 48-3The provisions of Article 27 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 166, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 30 (limited to the portion related to item (iii)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as the party who is an investment equity subscription right holder or pledgee as prescribed in Article 167, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 31 (limited to the portion related to item (iii)) apply mutatis mutandis to the matter to be specified by Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 32 (limited to the portion related to item (iii)) apply mutatis mutandis to the party to be specified by Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 33 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, and the provisions of Article 34 apply mutatis mutandis to the cases to be specified by Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act.In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, are deemed to be replaced with the terms listed in the right column of said table.

Article 30, item (iii)	Allotment of Share Options without Contribution (meaning an Allotment of Share Options without Contribution as prescribed in Article 277 of the Companies Act; the same applies hereinafter)	Allotment of Investment Equity Subscription Right without Contribution (meaning an Allotment of Investment Equity Subscription Right without Contribution as prescribed in Article 88-13 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951); the same applies hereinafter)
	registered pledgees	registered pledgees of investment equity
Article 31, item (iii)	allotment of share options without contribution	Allotment of Investment Equity Subscription Right without Contribution
Article 32, item (iii)	allotment of share options without contribution	Allotment of Investment Equity Subscription Right without Contribution
	shareholder registry	investors' registry

(Application Mutatis Mutandis of Provisions Concerning Share Options to Subscription Rights for New Preferred Equity Investments by a Special Purpose Company)

Article 49The provisions of Article 27 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 166, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 249, paragraph (1) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds with Share Options to Convertible Specified Corporate Bonds by Special Purpose Company)

Article 50The provisions of Article 36 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 195, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 251, paragraph (1) of the Act.In this case, the term "Article 3, item (i)" in Article 36 is deemed to be replaced with "Article 3, item (i) (excluding (g) and (i))."

(Application Mutatis Mutandis of Provisions Concerning Corporate Bonds with Share Options to Specified Corporate Bonds with Subscription Rights for New Preferred Equity Investments by a Special Purpose Company)

Article 51The provisions of Article 36 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 195, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 254, paragraph (1) of the Act, and the provisions of Article 44 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 202, paragraph (3), item (iii) and Article 203, paragraph (3), item (iv) of the Act as applied mutatis mutandis pursuant to Article 254, paragraph (1) of the Act.In this case, the term "Article 3, item (i)" in Article 36 and Article 44 is deemed to be replaced with "Article 3, item (i) (excluding (g) and (i))."

Chapter VII Book-Entry Transfer Resulting from Entity Conversion

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Shares of a Bank Established by a Consolidation-Type Merger Are Delivered to Shareholders of a Bank Dissolved in a Consolidation-Type Merger)

Article 52The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (1) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Shares of a Surviving Bank in an Absorption-Type Merger Are Delivered to Preferred Equity Investors of a Cooperative Structured Financial Institution Dissolved in an Absorption-Type Merger)

Article 53The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (2) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Preferred Equity Investments of a Surviving Shinkin Bank in an Absorption-Type Merger Are Delivered to Shareholders of a Bank Dissolved in an Absorption-Type Merger)

Article 54The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (3) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Preferred Equity Investments of a Surviving Cooperative Structured Financial Institution in an Absorption-Type Merger Are Delivered to Preferred Equity Investors of a Cooperative Structured Financial Institution Dissolved in an Absorption-Type Merger)

Article 55The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (4) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Shares Are Delivered to Preferred Equity Investors of a Cooperative Structured Financial Institution That Executes a Conversion Pursuant to the Provisions of Article 4, Item (iii) of the Act on Financial Institutions' Merger and Conversion)

Article 56The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (1) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Preferred Equity Investments Are Delivered to Shareholders of an Ordinary Bank That Executes a Conversion Pursuant to the Provisions of Article 4, Item (ii) of the Act on Financial Institutions' Merger and Conversion)

Article 57The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (3) of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Shares of a Company Incorporated Through a Consolidation-Type Merger Are Delivered to Shareholders of an Insurance Company Dissolved in a Consolidation-Type Merger)

Article 58The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 263 of the Act.

(Application Mutatis Mutandis of Provisions Concerning Shares When Book-Entry Transfer Shares of a Financial Instruments Exchange Established by a Consolidation-Type Merger Are Delivered to Shareholders of an Incorporated Financial Instruments Exchange Dissolved in a Consolidation-Type Merger)

Article 59The provisions of Article 19 apply mutatis mutandis to the matters to be specified by Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 270 of the Act.

Chapter VIII Miscellaneous Provisions

(Provision by Electronic or Magnetic Means)

Article 60(1)The electronic or magnetic means to be specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice as prescribed in Article 14, item (ii) of the Order for Enforcement of the Act on Book-Entry of Corporate Bonds, Shares (Cabinet Order No. 362 of 2002; hereinafter referred to as the "Order") (including cases where applied mutatis mutandis pursuant to Article 16, Article 17, Article 19, Article 21 and Articles 23 to 27 of the Order) is a means whereby an electronic data processing system is used to connect a computer used by a Book-Entry Transfer Institution and a computer used by a Participant via a telecommunications line that, among those in which information is transmitted and recorded in a file on the computer used by a Participant, is a means of making the contents of information recorded in a file on the computer used by the Book-Entry Transfer Institution available to the Participant for inspection via a telecommunications line, and of recording such information in a file on the computer used by the Participant.

(2)The electronic or magnetic means to be specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice as prescribed in Article 14, item (iii) (including cases where applied mutatis mutandis pursuant to Article 16, Article 17, Article 19, Article 21, and Article 23 to Article 27 of the Order), Article 41 (including cases where applied mutatis mutandis pursuant to Article 60, Article 62 and Article 64 of the Order), Article 50 (including cases where applied mutatis mutandis pursuant to Article 65-2 and Article 66 of the Order) and Article 59 (including cases where applied mutatis mutandis pursuant to Article 67 and Article 69 of the Order) of the Order is a means whereby an electronic data processing system is used to connect a computer used by a Book-Entry Transfer Institution and a computer used by a recipient of information via a telecommunications line that, among means whereby information is transmitted and recorded in a file on the computer used by a recipient of information, is a means of making the contents of information recorded in a file on the computer used by the Book-Entry Transfer Institution available to the recipient of information for inspection, and of recording such information in a file on the computer used by the recipient of information, through the use of an automatic public transmission server (meaning an automatic public transmission server as prescribed in Article 2, paragraph (1), item (ix)-5, (a) of the Copyright Act (Act No. 48 of 1970)) that is connected to the Internet.

(3)The means described in the preceding two paragraphs must allow a Participant or recipient of information to prepare a written document by outputting the information recorded on the file.

(Interested Persons Who May Request Certification of Matters Described or Recorded in a Book-Entry Transfer Account Registry)

Article 61The persons to be specified by Cabinet Office Ordinance or an Ordinance of the Ministry of Justice as prescribed in Article 84 of the Order are the following:

(i)the heir or other general successor of the Participant who holds such account as its own account;

(ii)the issuer of Book-Entry Transfer Beneficial Interests, Book-Entry Transfer Shares, Book-Entry Transfer Investment Equity, book-entry transfer preferred equity investments prescribed in Article 234, paragraph (1) of the Act or book-entry transfer preferred equity investments prescribed in Article 237, paragraph (1) of the Act (hereinafter referred to as "Book-Entry Transfer Shares, etc." in this Article), which are described or recorded in such account (limited to cases in which such issuer makes a request (hereinafter referred to as a "request for information" in this Article) pursuant to the provisions of Article 277 of the Act exclusively with regard to matters related to such Book-Entry Transfer Shares, etc.);

(iii)the acquirer, etc. set forth in Article 127-8, paragraph (2) of the Act (limited to cases in which such acquirer, etc. makes a request for the provision of information exclusively regarding the name and address of the Participant set forth in the same paragraph and the number of such Book-Entry Transfer Beneficial Interests by submitting a document certifying that the acquirer, etc. has acquired such beneficial interests or beneficiary certificates related to beneficial interests described or recorded in the account of the Participant set forth in the same paragraph or that a pledge has been created on such beneficial interests for the acquirer, etc.);

(iv)the acquirer, etc. set forth in Article 133, paragraph (2) of the Act (including cases where applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1) and Article 239, paragraph (1) of the Act; hereinafter the same applies in this item) (limited to cases in which such acquirer, etc. makes a request for information exclusively with regard to the name and address of the Participant set forth in Article 133, paragraph (2) of the Act and the number or number of units of such Book-Entry Transfer Shares, etc. by submitting a document certifying that it has acquired share certificates, investment securities, preferred equity investment certificates as prescribed in Article 234, paragraph (1) of the Act or preferred equity investment certificates as prescribed in Article 238, paragraph (1) of the Act related to shares, investment equity, preferred equity investments prescribed in Article 2, paragraph (1), item (xvi) of the Act or preferred equity investments prescribed in item (xvii) of the same paragraph (hereinafter referred to as "shares, etc." in this Article) described or recorded in the account of the Participant as set forth in Article 133, paragraph (2) of the Act or such shares, etc., or that a pledge has been created on such shares, etc. for the acquirer, etc.);

(v)the shareholder, investor, preferred equity investor or preferred equity partner (hereinafter referred to as a "shareholder, etc." in this item) of Book-Entry Transfer Shares, etc. described or recorded in the Pledge Column of such account (limited to cases in which such shareholder, etc. makes a request for the provision of information exclusively with regard to matters related to such Book-Entry Transfer Shares, etc. of such shareholder, etc.);

(vi)the special shareholder, special investor, special preferred equity investor or special preferred equity partner (hereinafter referred to as a "special shareholder, etc." in this item) of Book-Entry Transfer Shares, etc. described or recorded in the Ownership Column of such account (limited to cases in which such special shareholder, etc. makes a request for the provision of information exclusively with regard to matters related to such Book-Entry Transfer Shares, etc. in relation to which a request prescribed in Article 151, paragraph (2), item (i) of the Act has been made for such special shareholder, etc.).

(Provision of Specific Personal Information)

Article 62When a Book-Entry Transfer Institution or an Account Management Institution establishes an account for book-entry transfer of shares, or in other cases specified by the Commissioner of the Financial Services Agency as cases in which the provision of Specific Personal Information (meaning Specific Personal Information as prescribed in Article 2, paragraph (8) of the Act on the Use of Numbers to Identify a Specific Individual in the Administrative Procedure (Act No. 27 of 2013); hereinafter the same applies in this Article)) is found to be necessary, it is to provide the Specific Personal Information on participants of said Book-Entry Transfer Institution or Account Management Institution (limited to information specified by the Commissioner of the Financial Services Agency) to the issuer of corporate bonds, etc. (including the persons listed in the items under Article 24 of the Order for Enforcement of the Act on the Use of Numbers to Identify a Specific Individual in the Administrative Procedure (Cabinet Order No. 155 of 2014) as those equivalent to such issuer) or other Book-Entry Transfer Institution, etc., in accordance with the provisions of the operational rules of a Book-Entry Transfer Institution which is the Superior Institution of said Book-Entry Transfer Institution or Account Management Institution (including rules on operation of the relevant business, if these Book-Entry Transfer Institutions are engaged in the business approved under the proviso to Article 9, paragraph (1) of the Act).