Order for Enforcement of the Act on Book-Entry of Company Bonds, Shares, etc.
The Cabinet hereby enacts this Cabinet Order revising the entire Order for Enforcement of the Act on Book-entry of Short-term Bonds, etc. (Cabinet Order No. 120 of 2002) pursuant to the provisions of the Act on Book-entry of Bonds, etc. (Act No. 75 of 2001).
Chapter I Book-entry Institution, etc. (Article 1 and Article 2)
Chapter II Participant Protection Trust (Article 3 - Article 6)
Chapter III Book-entry of Company Bonds (Article 7 - Article 14)
Chapter IV Book-entry of National Government Bonds (Article 15)
Chapter V Book-entry of Local Government Bonds, etc. (Article 16 - Article 27)
Chapter V-2 Book-entry of Beneficial Interests in Trusts Issuing Beneficiary Certificates (Article 27-2 - Article 27-12)
Chapter VI Book-entry of Shares (Article 28 - Article 41)
Chapter VII Book-entry of Share Options (Article 42 - Article 50)
Chapter VIII Book-entry of Company Bonds with Share Options (Article 51 - Article 59)
Chapter IX Book-entry of Investment Units, etc. (Article 60 - Article 70)
Chapter X Book-entry Resulting from Entity Conversion, etc. (Article 71 - Article 83)
Chapter XI Miscellaneous Provisions (Article 84 - Article 86)
Supplementary Provisions
Chapter I Book-entry Institution, etc.
(Minimum Amount of Stated Capital)
Article 1 The amount to be specified by a Cabinet Order as prescribed in Article 5, paragraph (1) of the Act on Book-entry of Company Bonds, Shares, etc. (Act No. 75 of 2001; hereinafter referred to as the "Act") shall be 500,000,000 yen.
(Participants Excluded from Joint Guarantee Requirement)
Article 2 Persons to be specified by a Cabinet Order as prescribed in Article 11, paragraph (2) of the Act shall be the following:
(i) A person listed in Article 44, paragraph (1), item (xiii) of the Act
(ii) A qualified institutional investor as prescribed in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act (Act No. 25 of 1948)
(iii) A juridical person established by the State, a local government or a special Act (excluding those falling under the preceding item)
(iv) A Book-entry Institution, etc. (excluding those falling under the preceding three items)
(v) A foreign government or a person equivalent to those listed in item (ii) or (iii) under the laws and regulations of a foreign state
(vi) In addition to the persons listed in the preceding items, those designated by the Commissioner of the Financial Services Agency, the Minister of Justice and the Minister of Finance
Chapter II Participant Protection Trust
(Matters for Public Notice Pertaining to Payments to Beneficiaries)
Article 3 Matters to be specified by a Cabinet Order as prescribed in Article 59, paragraph (1) of the Act shall be the following:
(i) The method of notification of Claims Subject to Compensation set forth in Article 59, paragraph (1) of the Act
(ii) The period, place and method of payment of the amount set forth in Article 60, paragraph (1) of the Act
(iii) Any materials and other articles which a Participant shall submit or present when making a request set forth in Article 60, paragraph (1) of the Act
(iv) Any other matters that a trustee of a participant protection trust finds necessary
(Reasons for Change to Notification Period)
Article 4 Reasons to be specified by a Cabinet Order as prescribed in Article 59, paragraph (2) of the Act shall be the following:
(i) Public notice of distribution pursuant to the provisions of Article 197, paragraph (1) of the Bankruptcy Act (Act No. 75 of 2004) (including cases where applied mutatis mutandis pursuant to Article 209, paragraph (3) of the same Act) has been given.
(ii) Notice pursuant to the provisions of Article 65-2 of the Act has been given.
(iii) A decision approving a reorganization plan pursuant to the provisions of Article 199, paragraph (1) of the Corporate Reorganization Act (Act No. 154 of 2002) or Article 120, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions, etc. (Act No. 95 of 1996) has been made.
(iv) A decision approving a rehabilitation plan pursuant to the provisions of Article 174, paragraph (1) of the Civil Rehabilitation Act (Act No. 225 of 1999) has been made.
(v) Any other reason specified by a Cabinet Office Ordinance, an Ordinance of the Ministry of Justice or an Ordinance of the Ministry of Finance.
(Maximum Amount of Payment to Beneficiaries)
Article 5 The amount to be specified by a Cabinet Order as prescribed in Article 60, paragraph (4) of the Act shall be 10,000,000 yen; provided, however, that if, prior to the payment prescribed in paragraph (1) of the same Article, distribution or repayment (excluding that related to claims with priority rights; hereinafter referred to as "repayment, etc." in this Article) has been made during bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, special liquidation proceedings, or foreign insolvency proceedings related to the Immediately Superior Institution in Bankruptcy (which means the Immediately Superior Institution in Bankruptcy as prescribed in Article 58 of the Act), the amount specified in the following items based on the case listed therein:
(i) Where the amount of the Claims Subject to Compensation (as prescribed in Article 60, paragraph (1) of the Act; hereinafter the same shall apply in this and the following Article) is 10,000,000 yen or less: The amount obtained by subtracting, from the amount of such Claims Subject to Compensation, the amount of repayment, etc. made to the Participant who holds such Claims Subject to Compensation (or, if such Participant holds other claims related to such repayment, etc. other than such Claims Subject to Compensation, the amount obtained by multiplying the amount of repayment, etc. to such Participant by the ratio obtained by dividing the amount of such Claims Subject to Compensation by the total amount of all claims related to such repayment, etc.; the same shall apply in the following item)
(ii) Where the amount of the Claims Subject to Compensation exceeds 10,000,000 yen: The amount obtained by subtracting, from 10,000,000 yen, the amount obtained by multiplying the amount of repayment, etc. made to the Participant who holds such Claims Subject to Compensation by the ratio obtained by dividing 10,000,000 yen by the amount of such Claims Subject to Compensation
(Special Provisions of the Act on Special Measures Concerning Taxation in the Case of Payment Related to Claims Subject to Compensation)
Article 6 (1) Where any event by which a workers asset accumulation home savings contract as prescribed in Article 4-2, paragraph (1) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957) or its performance ceases to satisfy the requirements prescribed in Article 6, paragraph (4), item (i), (b) or (c) of the Act on the Promotion of Workers Asset Accumulation (Act No. 92 of 1971) occurs due to a payment (a payment set forth in Article 61-2, paragraph (1) of the Act: the same shall apply in the following paragraph) related to Claims Subject to Compensation, with regard to the application of the provisions of Article 4-2, paragraph (2) and paragraph (9) of the Act on Special Measures Concerning Taxation, such event shall be deemed to be outside the scope of the cases to be specified by a Cabinet Order as prescribed in paragraph (2) or the events prescribed in paragraph (9) of the same Article.
(2) Where any event by which a workers asset accumulation pension savings contract as prescribed in Article 4-3, paragraph (1) of the Act on Special Measures Concerning Taxation or its performance ceases to satisfy the requirements prescribed in Article 6, paragraph (2), item (i), (b) or (c) of the Act on the Promotion of Workers Asset Accumulation occurs due to a payment related to Claims Subject to Compensation, with regard to the application of the provisions of Article 4-3, paragraph (2) and paragraph (10) of the Act on Special Measures Concerning Taxation, such event shall be deemed to be outside the scope of the cases to be specified by a Cabinet Order as prescribed in paragraph (2) of the same Article or the events prescribed in paragraph (10) of the same Article.
Chapter III Book-entry of Company Bonds
(Matters to be Described or Recorded in a Book-entry Account Registry)
Article 7 Matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act shall be those concerning restrictions on the disposition of Book-entry Company Bonds (Book-entry Company Bonds as prescribed in Article 66 of the Act; the same shall apply hereinafter).
(Application for Description or Record of Trust)
Article 8 (1) The description or record in the book-entry account registry (hereinafter referred to as the "description or record of trust" in this Chapter) as prescribed in Article 75, paragraph (1) of the Act shall be made upon application to the Immediately Superior Institution, depending upon the classification of the case under the following items, by the persons prescribed therein:
(i) Where, by transfer or pledge of Book-entry Company Bonds by a settlor of a trust (hereinafter simply referred to as a "settlor") to a trustee of a trust (hereinafter simply referred to as a "trustee"), the rights to such Book-entry Company Bonds come to belong to the trust property: Settlor
(ii) Where, by changing the trustee, the rights to Book-entry Company Bonds belonging to the trust property are transferred to a new trustee (hereinafter simply referred to as a "new trustee") as prescribed in Article 62, paragraph (1) of the Trust Act (Act No. 108 of 2006): the previous trustee as prescribed in Article 59, paragraph (1) of the same Act (hereinafter simply referred to as the "previous trustee")
(iii) Any cases other than those listed in the preceding two items: Trustee
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or new trustee
(ii) The issue and amount of Book-entry Company Bonds related to the application
(iii) Whether the description or record of trust under the account set forth in item (i) is to be made in the Ownership Column (Ownership Column as prescribed in Article 69, paragraph (2), item (i), (a) of the Act; the same shall apply in Article 11, paragraph (2), item (iii)) or the Pledge Column (Pledge Column as prescribed in Article 69, paragraph (2), item (i), (b) of the Act; the same shall apply in Article 11, paragraph (2), item (iii))
(Application by Subrogation)
Article 9 (1) In the cases listed in paragraph (1), item (iii) of the preceding Article, a beneficiary of a trust (hereinafter simply referred to as a "beneficiary") or a settlor may apply for the description or record of trust on behalf of a trustee.
(2) A beneficiary or settlor shall, in applying pursuant to the provisions of the preceding paragraph, indicate in the application the individual or business name and address of the trustee and the cause of subrogation, and submit materials certifying the cause of such subrogation and the fact that the rights to Book-entry Company Bonds related to the application belong to the trust property.
(Simultaneous Application)
Article 10 (1) In the case listed in Article 8, paragraph (1), item (i), an application for a description or record of trust shall be made simultaneously with an application for book-entry related to the transfer or pledge of Book-entry Company Bonds as prescribed in the same item.
(2) In a case under the preceding paragraph, a Book-entry Institution, etc. shall, when it gives notice pursuant to the provisions of Article 70, paragraph (4), item (ii) or item (iv) of the Act, or pursuant to the provisions of paragraph (5), item (ii) or item (iv) (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article) or paragraph (7), item (ii) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article), simultaneously give notice of the matters listed in each item under Article 8, paragraph (2).
(3) A Book-entry Institution, etc. which has received notice pursuant to the provisions of the preceding paragraph shall simultaneously enter the description or record of trust in the book-entry account registry it maintains in accordance with the contents of the notice given pursuant to the provisions of the preceding paragraph when it enters the description or record pursuant to the provisions of Article 70, paragraph (4), item (iii), paragraph (5), item (iii) (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article) or paragraph (7), item (i) (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article) of the Act.
(Application for Deletion of Description or Record of Trust)
Article 11 (1) A description or record of trust shall be deleted upon application by a person prescribed under an item below to such person's Immediately Superior Institution (or, in the case listed in item (iii), the trustee's Immediately Superior Institution), depending upon the classification of the case under the respective item:
(i) Where, by transfer of the rights to Book-entry Company Bonds, such rights cease to belong to the trust property: Trustee
(ii) Where, by changing a trustee, rights to Book-entry Company Bonds which are trust property are transferred to a new trustee: Previous trustee
(iii) Where, due to the transfer of the rights to Book-entry Company Bonds to trustee's own property, the rights to such Book-entry Company Bonds cease to belong to the trust property: Trustee and beneficiary
(2) A person who intends to apply as set forth in the preceding paragraph shall include the following in the application:
(i) The account of the trustee or previous trustee
(ii) The issue and amount of Book-entry Company Bonds related to the application
(iii) Whether the description or record of trust is to be deleted from the Ownership or Pledge Column in the account described in item (i)
(3) A beneficiary as prescribed in paragraph (1), item (iii) shall, in applying pursuant to the provisions of the same paragraph, submit materials identifying itself as a beneficiary.
(Simultaneous Application)
Article 12 In the case described in paragraph (1), item (i) of the preceding Article, an application for deletion of the description or record of trust shall be submitted simultaneously with an application for book-entry related to the transfer of rights prescribed in the same item.
(Change of a Trustee)
Article 13 (1) Upon a change in the trustee, the previous trustee shall apply for book-entry (hereinafter referred to as an "application for entry of an increase in the amount, etc." in this Article) and request that the description or record of an increase in the amount of the rights to Book-entry Company Bonds belonging to the trust property be made in the new trustee's account. Simultaneously with such application, an application (hereinafter referred to as an "application for entry of change of a trustee, etc." in this Article) shall be submitted pursuant to the provisions of Article 8, paragraph (1) (limited to the portion related to item (ii)) and Article 11, paragraph (1) (limited to the portion related to item (ii)) for the rights to such Book-entry Company Bonds. In this case, simultaneously with these applications, materials certifying such change shall be submitted.
(2) The provisions of Article 10, paragraphs (2) and (3) shall apply mutatis mutandis to the cases described in the first sentence of the preceding paragraph.
(3) Where the duties of a trustee are terminated or where there is a change in the trustee pursuant to the provisions of Article 56, paragraph (1), items (i) to (iv) or (vi) of the Trust Act or Article 8 of the Act on Charitable Trusts (Act No. 62 of 1922), the new trustee may also apply for the entry of an increase in the amount, etc. and an application for entry of a change in the trustee, etc. In this case, entry of a change in the trustee, etc. shall be applied for simultaneously with an application for entry of an increase in the amount, etc.
(4) In the case described in the preceding paragraph, the provisions of the second sentence of paragraph (1) shall apply mutatis mutandis.
(Provision of Contents of Book-entry Company Bonds)
Article 14 The method to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act shall be any of the following:
(i) A method of delivering or sending a document stating the matters (hereinafter referred to as the "contents of Book-entry Company Bonds" in this Article) listed in Article 69, paragraph (1), item (vii) of the Act (or, if the contents of Book-entry Company Bonds are recorded in an electromagnetic record (which means an electromagnetic record as prescribed in Article 4, paragraph (3) of the Act; hereinafter the same shall apply in this item), a document prepared by outputting the contents of the information recorded in such electromagnetic record) to the Participant
(ii) A method of providing the contents of Book-entry Company Bonds to a Participant by electromagnetic means (electromagnetic means as prescribed in Article 34, paragraph (3) of the Act; the same shall apply hereinafter) specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice (in the case of a Book-entry Institution which handles national government bonds, a Cabinet Office Ordinance, an Ordinance of the Ministry of Justice or an Ordinance of the Ministry of Finance; the same shall apply in the following item)
(iii) A method of making the contents of Book-entry Company Bonds subject to notice as set forth in Article 69, paragraph (1) of the Act available to many and unspecified persons by electromagnetic means specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice until the day the total amount of such Book-entry Company Bonds described or recorded in the book-entry account registry maintained by the Book-entry Institution is deleted from the book-entry account registry
Chapter IV Book-entry of National Government Bonds
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to National Government Bonds)
Article 15 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 91, paragraph (3), item (vi) of the Act, and the provisions of Articles 8 to 13 shall apply mutatis mutandis to the description or record prescribed in Article 100, 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, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 8, paragraph (2), item (iii)|Article 68, paragraph (3), item (iii) of the Act|Article 91, paragraph (3), item (iii) of the Act|
|Article 10, paragraph (2)|Article 70, paragraph (4), item (ii) of the Act|Article 95, paragraph (4), item (ii) of the Act|
|Article 10, paragraph (3)|Article 70, paragraph (4), item (iii) of the Act|Article 95, paragraph (4), item (iii) of the Act|
|Article 11, paragraph (2), item (iii)|Article 68, paragraph (3), item (iii) of the Act|Article 91, paragraph (3), item (iii) of the Act|
Chapter V Book-entry of Local Government Bonds, etc
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Local Government Bonds)
Article 16 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 113 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 113 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 113 of the Act.
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Investment Corporation Bonds)
Article 17 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 115 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 115 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 115 of the Act.
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis to Investment Corporation Bonds)
Article 18 Where, under the provisions of Article 115 of the Act, the provisions of the Act are applied mutatis mutandis to investment corporation bonds as prescribed in the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951), the technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 85, paragraph (1)|Article 723, paragraph (1) of the Companies Act|Article 723, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act on Investment Trusts and Investment Corporations|
|Article 85, paragraph (2)|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act on Investment Trusts and Investment Corporations|
|Article 86, paragraph (1)|Article 718, paragraph (1) of the Companies Act|Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act on Investment Trusts and Investment Corporations|
||paragraph (3) of the same Article|Article 718, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act on Investment Trusts and Investment Corporations|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Mutual Company Bonds)
Article 19 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 117 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 117 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 117 of the Act.
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis to Mutual Company Bonds)
Article 20 Where, under the provisions of Article 117 of the Act, the provisions of the Act are applied mutatis mutandis to mutual company bonds as prescribed in the Insurance Business Act (Act No. 105 of 1995), the technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 85, paragraph (1)|Article 723, paragraph (1) of the Companies Act|Article 723, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act|
|Article 85, paragraph (2)|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act|
|Article 86, paragraph (1)|Article 718, paragraph (1) of the Companies Act|Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act|
||paragraph (3) of the same Article|Article 718, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Specified Company Bonds)
Article 21 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 118 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 118 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 118 of the Act.
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis to Specified Company Bonds)
Article 22 Where, under the provisions of Article 118 of the Act, the provisions of the Act are applied mutatis mutandis to specified company bonds (excluding convertible specified company bonds and specified company bonds with subscription rights for new preferred equity investments) as prescribed in the Act on the Securitization of Assets (Act No. 105 of 1998), the technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 85, paragraph (1)|Article 723, paragraph (1) of the Companies Act|Article 723, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
|Article 85, paragraph (2)|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
|Article 86, paragraph (1)|Article 718, paragraph (1) of the Companies Act|Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
||paragraph (3) of the same Article|Article 718, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Special Corporation Bonds)
Article 23 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) as applied mutatis mutandis pursuant to Article 120 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 120 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 120 of the Act.
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Beneficial Interests in a Domestic or Foreign Investment Trust)
Article 24 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) 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, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 8, paragraph (2), item (ii) and Article 11, paragraph (2), item (ii)|amount|number of units|
|Article 13, paragraph (1)|increase in the amount|increase in number of units|
|Article 14|total amount|total number of units|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Beneficial Interests in a Loan Trust)
Article 25 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 122 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 122 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 122 of the Act.
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Beneficial Interests in a Specific Purpose Trust)
Article 26 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 124 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 124 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 124 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 ,l shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 8, paragraph (2), item (ii) and Article 11, paragraph (2), item (ii)|amount|number of equity interests|
|Article 13, paragraph (1)|increase in the amount|increase in the number of equity interests|
|Article 14|total amount|total number of equity interests|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds to Foreign Bonds)
Article 27 The provisions of Article 7 shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 68, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 127 of the Act, the provisions of Article 8 to Article 13 shall apply mutatis mutandis to the description or record prescribed in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 127 of the Act, and the provisions of Article 14 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 87, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 127 of the Act.
Chapter V-2 Book-entry of Beneficial Interests in a Trust Issuing a Beneficiary Certificate
(Matters to be Described or Recorded in a Book-entry Account Registry)
Article 27-2 The matters to be specified by a Cabinet Order as prescribed in Article 127-4, paragraph (3), item (vii) of the Act shall concern restrictions on the disposition of Book-entry Beneficial Interests (which means Book-entry Beneficial Interests as prescribed in Article 127-2, paragraph (1) of the Act; the same shall apply hereinafter).
(Measures and Instructions where Fractions Exist after the Consolidation of Book-entry Beneficial Interests)
Article 27-3 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 127-11, paragraph (5) of the Act shall be as prescribed in the following items depending upon the classification of the Ownership Column, etc. (Ownership Column, etc. prescribed in Article 127-10, paragraph (3) of the Act; hereinafter the same shall apply in this Chapter) under such items:
(i) The Ownership Column (Ownership Column as prescribed in Article 127-5, paragraph (2), item (i), (a) of the Act; hereinafter the same shall apply in this Chapter) on the account of the Participant set forth in Article 127-11, paragraph (5) of the Act: The description or record of a decrease in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be rounded up) that results from multiplying the number of Book-entry Beneficial Interests as set forth in Article 127-11, paragraph (1), item (i) of the Act described or recorded in such Ownership Column by the rate of decrease (the rate of decrease as prescribed in item (ii) of the same paragraph; the same shall apply in the following item)
(ii) The Pledge Column (Pledge Column prescribed in Article 127-5, paragraph (2), item (i), (b) of the Act; hereinafter the same shall apply in this Chapter) on the account of the Participant set forth in Article 127-11, paragraph (5) of the Act: The description or record of a decrease in the number (any fraction less than one in such number (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be rounded up) that results from multiplying the number of Book-entry Beneficial Interests set forth in Article 127-11, paragraph (1), item (i) of the Act described or recorded in such Pledge Column by the rate of decrease
(iii) The customer account that is among the accounts of a Superior Institution of the Participant prescribed in the preceding two items: The description or record of a decrease in the number of Book-entry Beneficial Interests described or recorded as prescribed in the preceding two items
(iv) The Ownership Column on the beneficiary's account, in the book-entry account registry maintained by the Immediately Superior Institution of the Participant who is the beneficiary of the Book-entry Beneficial Interests set forth in Article 127-11, paragraph (1), item (i) of the Act book-entry(if there is more than one such institution, the one specified by the Book-entry Institution) of such beneficiary: The description or record of an increase in the number that results from the totaling of the number obtained by subtracting the fraction in the Ownership Column for the Book-entry Beneficial Interests held by such beneficiary from one and the number obtained by subtracting the fraction in the Pledge Column for the same from one (any fraction of said number of less than one (which shall be referred to as the "fraction for issuer" under item (vi)) shall be discarded)
(v) The customer account that is among the accounts of the Book-entry Institution, etc. at which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number described or recorded as prescribed in the same item
(vi) The Ownership Column of the account set forth in Article 127-11, paragraph (1), item (iv) of the Act: The description or record of an increase in the total (any fraction of the total number of less than one shall be discarded) of the issuer fraction
(vii) The customer account that is among the accounts of the Book-entry Institution, etc. at which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number described or recorded as prescribed in the same item
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 127-11, paragraph (5) of the Act shall be given to the persons listed in the following items with regard to the matters prescribed therein:
(i) All Subordinate Institutions: Instructions to the effect that the matters necessary for the descriptions or records prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution required to enter the description or record prescribed in the preceding item: Matters subject to such description or record
(Measures and Instructions in Cases Where Fractions Result from the Splitting of Book-entry Beneficial Interests)
Article 27-4 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 127-12, paragraph (5) of the Act shall be as prescribed in the following items depending upon the classification of the Ownership Column, etc. under such items:
(i) The Ownership Column on the account of a Participant set forth in Article 127-12, paragraph (5) of the Act: The description or record of an increase in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be discarded) resulting from multiplying the number of Book-entry Beneficial Interests set forth in paragraph (1), item (i) of the same Article described or recorded in such Ownership Column by the rate of increase (which means the rate of increase as prescribed in item (ii) of the same paragraph; the same shall apply in the following item)
(ii) The Pledge Column on the account of a Participant set forth in Article 127-12, paragraph (5) of the Act: The description or record of an increase in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be discarded) resulting from multiplying the number of Book-entry Beneficial Interests set forth in paragraph (1), item (i) of the same Article that are described or recorded in such Pledge Column by the rate of increase
(iii) The customer account among the accounts of a Superior Institution to a Participant prescribed in the preceding two items: The description or record of an increase in the number of Book-entry Beneficial Interests described or recorded as prescribed in the preceding two items
(iv) The Ownership Column on the beneficiary's account, in the book-entry account registry maintained by the Immediately Superior Institution of the Participant who is the beneficiary of Book-entry Beneficial Interests as set forth in Article 127-12, paragraph (1), item (i) of the Act (if there is more than one such institution, the one specified by the Book-entry Institution) of such beneficiary: The description or record of an increase in the number resulting from the totaling of the fraction in the Ownership Column and the fraction in the Pledge Column for the Book-entry Beneficial Interests held by such beneficiary (any fraction of less than one of said number (which shall be referred to as the "issuer fraction" in item (vi)) shall be discarded)
(v) The customer account that is among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number that has been described or recorded as prescribed in the same item
(vi) The Ownership Column of the account set forth in Article 127-12, paragraph (1), item (iv) of the Act: The description or record of an increase in the total (any fraction less of than one in said total number shall be discarded) of the issuer fraction
(vii) The customer account that is among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: the description or record of an increase in the number that has been described or recorded as prescribed in the same item
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 127-12, paragraph (5) of the Act shall be given to the entities listed in the following items with regard to the matters prescribed therein:
(i) All Subordinate Institutions: Instructions to the effect that matters necessary for the description or record prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution required to enter the description or record prescribed in the preceding item: Matters subject to such description or record
(Measures and Instructions where Fractions Result from the Delivery of Book-entry Beneficial Interests of Other Issues by Consolidation of Trusts)
Article 27-5 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 127-13, paragraph (5) of the Act shall be as prescribed in the following items, depending upon the classification of the Ownership Column, etc. under said items:
(i) The Ownership Column on the account of the Participant set forth in Article 127-13, paragraph (5) of the Act: The description or record of an increase in the number (any fraction of said number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be discarded) related to the Book-entry Beneficial Interests set forth in item (i) of the same paragraph resulting from the multiplying of the number of Book-entry Beneficial Interests (hereinafter referred to as "Book-entry Beneficial Interests after consolidation" in this paragraph) set forth in paragraph (1), item (ii) of the same Article that are described or recorded in such Ownership Column by an allotment ratio (an allotment ratio prescribed in item (iii) of the same paragraph; the same shall apply in the following item)
(ii) The Pledge Column on the account of the Participant set forth in Article 127-13, paragraph (5) of the Act: The description or record of an increase in the number related to Book-entry Beneficial Interests after consolidation (any fraction of said number of less than one (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be discarded) that results from multiplying the number of Book-entry Beneficial Interests set forth in paragraph (1), item (ii) of the same Article that are described or recorded in such Pledge Column by an allotment ratio
(iii) Customer account among the accounts of the Superior Institutions of a Participant prescribed in the preceding two items: The description or record of an increase in the number of Book-entry Beneficial Interests after consolidation that has been described or recorded as prescribed in the preceding two items
(iv) The Ownership Column of an account of a Participant who is a beneficiary of Book-entry Beneficial Interests as set forth in Article 127-13, paragraph (1), item (ii) of the Act in the book-entry account registry maintained by the Immediately Superior Institution (if there are more than one such institution, the one specified by the Book-entry Institution) of such beneficiary: The description or record of an increase in the total (any fraction of such number of less than one (which shall be referred to as the "issuer fraction" in item (vi)) shall be discarded) of the fraction in the Ownership Column and the fraction in the Pledge Column related to the Book-entry Beneficial Interests after consolidation held by such beneficiary
(v) Customer account among the accounts of the Book-entry Institution, etc. at which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number related to the Book-entry Beneficial Interests after consolidation described or recorded as prescribed in the same item
(vi) The Ownership Column of the account set forth in Article 127-13, paragraph (1), item (v) of the Act: The description or record of an increase in the total number related to the Book-entry Beneficial Interests after consolidation (any fraction of such total number of less than one shall be discarded) of the issuer fraction
(vii) The customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number related to Book-entry Beneficial Interests after consolidation described or recorded as prescribed in said item
(viii) The Ownership Column or Pledge Column on the account of the Participant set forth in Article 127-13, paragraph (5) of the Act or the customer account among the accounts of the Immediately Superior Institution of such Participant: The deletion of the description or record of all Book-entry Beneficial Interests set forth in paragraph (1), item (ii) of the same Article
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 127-13, paragraph (5) of the Act shall be given to the persons listed in the following items with regard to the matters prescribed therein:
(i) All Subordinate Institutions: Instructions to the effect that matters necessary for the descriptions or records prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution required to enter the description or record prescribed in the preceding item: Matters subject to such description or record
(Measures and Instructions where Fractions Result from the Delivery of Book-entry Beneficial Interests of Other Issues by Split of Trusts)
Article 27-6 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 127-14, paragraph (5) of the Act shall be as prescribed in the following items depending upon the classification of the Ownership Column, etc. under said items:
(i) The Ownership Column on the account of the Participant set forth in Article 127-14, paragraph (5) of the Act: The description or record of an increase in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be discarded) related to the Book-entry Beneficial Interests (hereinafter referred to as "Book-entry Beneficial Interests after split" in this paragraph) set forth in item (i) of the same paragraph that results from multiplying the number of Book-entry Beneficial Interests set forth in paragraph (1), item (ii) of the same Article that are described or recorded in such Ownership Column by an allotment ratio (which means an allotment ratio prescribed in item (iii) of the same paragraph; the same shall apply in the following item)
(ii) The Pledge Column on the account of the Participant set forth in Article 127-14, paragraph (5) of the Act: The description or record of an increase in the number related to Book-entry Beneficial Interests after a split (any fraction of such number of less than one (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be discarded) that results from multiplying the number of Book-entry Beneficial Interests as set forth in paragraph (1), item (ii) of the same Article that are described or recorded in such Pledge Column by an allotment ratio
(iii) The customer account among the accounts of a Superior Institution of a Participant as prescribed in the preceding two items: The description or record of an increase in the number of Book-entry Beneficial Interests after a split that has been described or recorded as prescribed in the preceding two items
(iv) Ownership Column on the account of the Participant who is a beneficiary of Book-entry Beneficial Interests set forth in Article 127-14, paragraph (1), item (ii) of the Act in the book-entry account registry maintained by the Immediately Superior Institution (if there is more than one such institution, the one specified by the Book-entry Institution) of such beneficiary: The description or record of an increase in the total (any fraction of such total of less than one (which shall be referred to as the "issuer fraction" in item (vi)) shall be discarded) obtained by adding the fractions in the Ownership and Pledge Columns related to the Book-entry Beneficial Interests after a split held by such beneficiary
(v) The customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number related to the Book-entry Beneficial Interests after a split that has been described or recorded as prescribed in the same item
(vi) The Ownership Column of the account set forth in Article 127-14, paragraph (1), item (v) of the Act: The description or record of an increase in the total related to the Book-entry Beneficial Interests after a split (any fraction of such total of less than one shall be discarded) of the issuer fraction
(vii) The customer account among the accounts of the Book-entry Institution, etc. at which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number related to Book-entry Beneficial Interests after a split that has been described or recorded as prescribed in the same item
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 127-14, paragraph (5) of the Act shall be given to the persons listed in the following items with regard to the matters prescribed in such items:
(i) All Subordinate Institutions: Instructions to the effect that matters necessary for the description or record prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution required to enter the description or record prescribed in the preceding item: Matters subject to such description or record
(Application for Description or Record of a Book-entry Beneficial Interest Trust)
Article 27-7 (1) The description or record in the book-entry account registry (hereinafter referred to as the "description or record of a Book-entry Beneficial Interest Trust") prescribed in Article 127-18, paragraph (1) of the Act shall be entered upon application by a person prescribed in the following items to its Immediately Superior Institution based on the classification of the case under such items:
(i) Where, by transfer or pledge of Book-entry Beneficial Interests by a settlor to a trustee, such Book-entry Beneficial Interests become part of the trust property: Settlor
(ii) Where, by changing a trustee, the Book-entry Beneficial Interests belonging to the trust property are transferred to a new trustee: Previous trustee
(iii) Any cases other than those listed in the preceding two items: Trustee
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or new trustee
(ii) The issue and number of Book-entry Beneficial Interests related to the application
(iii) Whether the description or record of the Book-entry Beneficial Interests Trust is to be made in the Ownership or Pledge Column in the account set forth in item (i)
(Application by Subrogation)
Article 27-8 (1) In a cases under paragraph (1), item (iii) of the preceding Article, a beneficiary or a settlor may apply for the description or record of a Book-entry Beneficial Interest Trust on behalf of a trustee.
(2) A beneficiary or settlor shall, in applying pursuant to the provisions of the preceding paragraph, indicate in the application the individual or business name and address of the trustee and the cause of subrogation, and submit materials certifying the cause of such subrogation and the fact that the rights to Book-entry Beneficial Interests related to the application belong to the trust property.
(Simultaneous Application)
Article 27-9 (1) In a case which falls under Article 27-7, paragraph (1), item (i), an application for the description or record of a Book-entry Beneficial Interest trust shall be made simultaneously with an application for book-entry related to the transfer or a pledge of Book-entry Beneficial Interests as prescribed in the same item.
(2) In a case falling under the preceding paragraph, a Book-entry Institution, etc. shall, when it gives notice pursuant to the provisions of Article 127-7, paragraph (4), item (ii) or (iv) of the Act, or pursuant to the provisions of paragraph (5), item (ii) or (iv) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article) or the provisions of paragraph (7), item (ii) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article),provide simultaneous notice on the matters listed in each item under Article 27-7, paragraph (2).
(3) A Book-entry Institution, etc. which has received notice pursuant to the provisions of the preceding paragraph shall, when it enters a description or record pursuant to the provisions of Article 127-7, paragraph (4), item (iii), the provisions of paragraph (5), item (iii) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article), or the provisions of paragraph (7), item (i) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article) of the Act, simultaneously enter a description or record of Book-entry Beneficial Interests in the book-entry account registry it maintains in accordance with the contents of the notice given pursuant to the provisions of the preceding paragraph.
(Application for Deletion of Description or Record of Book-entry Beneficial Interests)
Article 27-10 (1) The description or record of a Book-entry Beneficial Interest Trust shall be deleted upon application by a person prescribed in the following items to its Immediately Superior Institution (or, in the case listed in item (iii), the trustee's Immediately Superior Institution), depending upon the classification of the case under the following items:
(i) Where Book-entry Beneficial Interests cease to belong to the trust property due to transfer: Trustee
(ii) Where the Book-entry Beneficial Interests which belong to the trust property are transferred to a new trustee: Previous trustee
(iii) Where, such Book-entry Beneficial Interests cease to belong to the trust property because Book-entry Beneficial Interests comes to belong to trustee's own property: Trustee and beneficiary
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or previous trustee
(ii) The issue and number of Book-entry Beneficial Interests in connection with the application
(iii) Whether the description or record of a Book-entry Beneficial Interest Trust is to be deleted from the Ownership Column or the Pledge Column of the account set forth in item (i)
(3) A beneficiary prescribed in paragraph (1), item (iii) shall, in applying pursuant to the provisions of the same paragraph, submit materials identifying itself as a beneficiary.
(Simultaneous Application)
Article 27-11 In the case listed in paragraph (1), item (i) of the preceding Article, an application for deletion of a description or record of a Book-entry Beneficial Interest Trust shall be made simultaneously with an application for book-entry related to transfer of Book-entry Beneficial Interests prescribed in the same item.
(Change of Trustee)
Article 27-12 (1) When a trustee is changed, the previous trustee shall apply for book-entry (hereinafter referred to as an "application for entry of an increase, etc." in paragraph (3)) requesting that the description or record of an increase for Book-entry Beneficial Interests belonging to the trust property be made in the new trustee's account, and simultaneously with such application, an application (which shall be referred to as an "application for entry of a change of a trustee, etc." in paragraph (3)) pursuant to the provisions of Article 27-7, paragraph (1) (limited to the portion related to item (ii)) and Article 27-10, paragraph (1) (limited to the portion related to item (ii)) for such Book-entry Beneficial Interests. In this case, simultaneously with these applications, materials certifying the change shall also be submitted.
(2) The provisions of Article 27-9, paragraphs (2) and (3) shall apply mutatis mutandis to cases falling under the first sentence of the preceding paragraph.
(3) Where the termination of a trustee's duties and change of the trustee occur pursuant to the provisions of Article 56, paragraph (1), items (i) to (iv) or (vi) of the Trust Act or Article 8 of the Act on Charitable Trusts, the new trustee may also apply for an entry of an increase, etc. and for an entry of a change of a trustee, etc. In this case, the application for an entry of a change of a trustee, etc. shall be submitted simultaneously with the application for an entry of an increase, etc.
(4) In the case of the preceding paragraph, the provisions of the second sentence of paragraph (1) shall apply mutatis mutandis.
Chapter VI Book-entry of Shares
(Matters to be Described or Recorded in a Book-entry Account Registry)
Article 28 The matters to be specified by a Cabinet Order as prescribed in Article 129, paragraph (3), item (vii) of the Act shall be the following:
(i) Matters concerning restrictions on the disposition of Book-entry Shares (Book-entry Shares as prescribed in Article 128, paragraph (1) of the Act; the same shall apply hereinafter)
(ii) Where the issuer is a person listed in (a) to (c) below and the Participant is a person prescribed therein, language to that effect
(a) A general broadcaster (excluding one listed in (b) below) as prescribed in Article 52-8, paragraph (1) of the Broadcast Act (Act No. 132 of 1950): A foreign national, etc. prescribed in the same paragraph
(b) An entrusting broadcaster as prescribed in Article 2, item (iii)-5 of the Broadcast Act: A foreign national, etc. as prescribed in Article 52-8, paragraph (1) of the same Act as applied with replacement of relevant terms pursuant to the provisions of Article 52-28, paragraph (1) of the same Act
(c) A certified broadcasting holding company as prescribed in Article 52-32, paragraph (1) of the Broadcast Act: A foreign national, etc. prescribed in the same paragraph
(iii) Where an 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. and a Participant is a foreign national, etc. prescribed in the same paragraph, language to that effect
(iv) Where an issuer is Nippon Telegraph and Telephone Corporation and a 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), language to that effect.
(Matters Requiring Notification under a New Entry or Record Procedure)
Article 29 The matters to be specified by a Cabinet Order as prescribed in Article 130, paragraph (1), item (viii) of the Act shall be those listed in items (ii) to (iv) of the preceding Article.
(Measures and Instructions where Fractions Result from the Consolidation of Book-entry Shares)
Article 30 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 136, paragraph (5) of the Act shall be as prescribed in the following items, depending upon the classification of the Ownership Column, etc. (Ownership Column, etc. as prescribed in Article 135, paragraph (3) of the Act; hereinafter the same shall apply in this Chapter) under said items:
(i) The Ownership Column (Ownership Column as prescribed in Article 130, paragraph (2), item (i), (a) of the Act; hereinafter the same shall apply in this Chapter) on the account of the Participant set forth in Article 136, paragraph (5) of the Act: The description or record of a decrease in the number (any fraction of less than one in that number (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be rounded up) that results from multiplying the number of Book-entry Shares set forth in Article 136, paragraph (1), item (i) of the Act (or, for Book-entry Shares for which a request (hereinafter referred to as a "special shareholder request") set forth in Article 151, paragraph (2), item (i) of the Act has been made, the number for each special shareholder prescribed in the same item (hereinafter simply referred to as a "special shareholder")) that are described or recorded in such Ownership Column by the rate of decrease (which means the rate of decrease as prescribed in Article 136, paragraph (1), item (ii) of the Act; the same shall apply in the following item)
(ii) The Pledge Column (Pledge Column as prescribed in Article 130, paragraph (2), item (i), (b) of the Act; hereinafter the same shall apply in this Chapter) on the account of the Participant set forth in Article 136, paragraph (5) of the Act: The description or record of the decrease in number for each shareholder, represented by the numbers that result from multiplying each shareholder's number of Book-entry Shares set forth in Article 136, paragraph (1), item (i) of the Act that are described or recorded in the relevant Pledge Column by the rate of decrease (any fraction of such number of less than one (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be rounded up; hereinafter the same shall apply in this item)Book-entry, and the description or record of the decrease in the number of said Book-entry Shares, represented by the sum total of the numbers that result from such multiplication
(iii) The customer account among the accounts of an Superior Institution of a Participant prescribed in the preceding two items: The description or record of a decrease in the number of Book-entry Shares described or recorded as prescribed in the preceding two items
(iv) The Ownership Column of the account of a Participant who is a shareholder (including special shareholders) of Book-entry Shares as set forth in Article 136, paragraph (1), item (i) of the Act in the book-entry account registry maintained by the Immediately Superior Institution (if there is more than one such institution,, the one specified by the Book-entry Institution) of such shareholder: The description or record of an increase in the number that results from totaling the number obtained by subtracting the fraction in the Ownership Column for the Book-entry Shares held by such shareholder from one and the number obtained by subtracting the fraction in the Pledge Column for the same from one (any fraction of the result obtained of less than one (which shall be referred to as the "issuer fraction" in item (vi)) shall be discarded)
(v) The customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number that has been described or recorded as prescribed in the same item
(vi) The Ownership Column of the account set forth in Article 136, paragraph (1), item (iv) of the Act: The description or record of an increase in the total (any fraction less than one in that total number shall be discarded) of the issuer fraction
(vii) The customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the total that has been described or recorded as prescribed in the same item.
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 136, paragraph (5) of the Act shall be given to the persons listed in the following items in relation to the matters prescribed therein:
(i) All Subordinate Institutions: Instructions to the effect that matters necessary for the descriptions or records prescribed in items (iii) to item (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution required to enter the description or record prescribed in the preceding item: Matters subject to such description or record.
(Measures and Instructions in Cases Where Fractions Result from the Split of Book-entry Shares)
Article 31 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 137, paragraph (5) of the Act shall be as prescribed in the following items depending upon the classification of the Ownership Column, etc. under said items:
(i) The Ownership Column on the account of the Participant set forth in Article 137, paragraph (5) of the Act: The description or record of an increase in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be discarded) that results from multiplying the number of Book-entry Shares (or, for Book-entry Shares for which a special shareholder request has been made, the number for each special shareholder) set forth in paragraph (1), item (i) of the same Article that are described or recorded in such Ownership Column by the rate of increase (which means the rate of increase as prescribed in item (ii) of the same paragraph; the same shall apply in the following item)
(ii) The Pledge Column on the account of the Participant set forth in Article 137, paragraph (5) of the Act: The description or record of the increase in number for each shareholder, represented by the numbers that result from multiplying each shareholder's number of Book-entry Shares set forth in paragraph (1), item (i) of the same Article that are described or recorded in the relevant Pledge Column by the rate of increase (any fraction of such number of less than one (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be discarded; hereinafter the same shall apply in this item), and the description or record of the increase in the number of said Book-entry Shares, represented by the sum total of the numbers that result from such multiplication
(iii) Customer account among the accounts of the Superior Institution of a Participant prescribed in the preceding two items: The description or record of an increase in the number of Book-entry Shares described or recorded as prescribed in the preceding two items
(iv) The Ownership Column of the account of a Participant who is a shareholder (including special shareholders) of Book-entry Shares as set forth in Article 137, paragraph (1), item (i) of the Act in the book-entry account registry maintained by the Immediately Superior Institution (if there is more than one such institution, the one specified by the Book-entry Institution) of such shareholder: The description or record of an increase in the number that results from totaling the fraction in the Ownership Column and the fraction in the Pledge Column for the Book-entry Shares held by such shareholder (any fraction of such number of less than one (which shall be referred to as the "fraction for issuer" in item (vi)) shall be discarded)
(v) Customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number described or recorded as prescribed in the same item
(vi) The Ownership Column of the account as set forth in Article 137, paragraph (1), item (iv) of the Act: The description or record of an increase in the total (any fraction of such number of less than one shall be discarded) of the issuer fraction
(vii) Customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number described or recorded as prescribed in the same item.
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 137, paragraph (5) of the Act shall be given to the persons listed in the following items in relation to the matters prescribed therein:
(i) All Subordinate Institutions: Instructions to the effect that matters necessary for the description or record prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution required to enter the description or record prescribed in the preceding item: Matters subject to such description or record.
(Measures and Instructions in Cases Where Fractions Result from the Delivery of Book-entry Shares of Other Issues as the Result of Merger, etc.)
Article 32 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act shall be as prescribed in the following items depending upon the classification of the Ownership Column, etc. under said items:
(i) The Ownership Column on the account of the Participant set forth in Article 138, paragraph (5) of the Act: The description or record of an increase in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be discarded) that results from multiplying the number of Book-entry Shares set forth in paragraph (1), item (ii) of the same Article (or, for Book-entry Shares for which a special shareholder request has been made, the number for each special shareholder) that are described or recorded in such Ownership Column by an allotment ratio (which means an allotment ratio prescribed in item (iii) of the same paragraph; the same shall apply in the following item), for the Book-entry Shares set forth in item (i) of the same paragraph (hereinafter referred to as "Book-entry Shares of the Surviving Company, etc." in this paragraph)
(ii) The Pledge Column on the account of the Participant set forth in Article 138, paragraph (5) of the Act: The description or record of the increase in the number of each shareholder's Book-entry Shares in the Surviving Company, etc. , represented by the numbers that result from multiplying each shareholder's number of Book-entry Shares set forth in paragraph (1), item (ii) of the same Article that are described or recorded in the relevant Pledge Column by the allotment ratio (any fraction of such number of less than one (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be discarded; hereinafter the same shall apply in this item), and the description or record of the increase in the number of said Book-entry Shares in the Surviving Company, etc. , represented by the sum total of the numbers that result from such multiplication
(iii) Customer account among the accounts of the Superior Institution of a Participant prescribed in the preceding two items: The description or record of an increase in the number of Book-entry Shares of the Surviving Company, etc. that has been described or recorded as prescribed in the preceding two items
(iv) The Ownership Column of the account of a Participant who is a shareholder (including special shareholders) of Book-entry Shares set forth in Article 138, paragraph (1), item (ii) of the Act in the book-entry account registry maintained by the Immediately Superior Institution (if there is more than one such institution, the one specified by the Book-entry Institution) of such shareholder: The description or record of an increase in the number that results from totaling the fraction in the Ownership Column and the fraction in the Pledge Column for the Book-entry Shares of the Surviving Company, etc. held by such shareholder (any fraction of the number of less than one (which shall be referred to as the "fraction for issuer" in item (vi)) shall be discarded)
(v) Customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number related to the Book-entry Shares of the Surviving Company, etc. that has been described or recorded as prescribed in the same item
(vi) The Ownership Column of the account set forth in Article 138, paragraph (1), item (v) of the Act: The description or record of an increase in the total number (any fraction of such total number of less than one shall be discarded) of the issuer fraction for the Book-entry Shares of the Surviving Company, etc.
(vii) Customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number related to the Book-entry Shares of the Surviving Company, etc. that has been described or recorded as prescribed in the same item
(viii) The Ownership Column or Pledge Column on the account of the Participant set forth in Article 138, paragraph (5) of the Act or the customer account among the accounts of the Superior Institution of such Participant: The deletion of a description or record of all Book-entry Shares set forth in paragraph (1), item (ii) of the same Article.
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act shall be given to the persons listed in the following items in relation to the matters prescribed therein:
(i) All Subordinate Institutions: To the effect that matters necessary for the description or record prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institutions which are required to enter descriptions or records as prescribed in the preceding item: Matters subject to such description or record.
(Application for Description or Record of Trust)
Article 33 (1) The description or record in the book-entry account registry (hereinafter referred to as the "description or record of trust" in this Chapter) as prescribed in Article 142, paragraph (1) of the Act shall be entered upon application by a person prescribed in the following respective items depending upon the classification of the case under said items to the person's Immediately Superior Institution:
(i) Where, by transfer or pledge of Book-entry Shares by a settlor to a trustee, such Book-entry Shares come to belong to the trust property: Settlor
(ii) Where, by changing a trustee, the rights to Book-entry Shares which belong to the trust property are transferred to a new trustee: Previous trustee
(iii) Any cases other than those listed in the preceding two items: Trustee.
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or new trustee
(ii) The issue and number of Book-entry Shares related to the application
(iii) Whether the description or record of trust is to be made in the Ownership Column or Pledge Column in the account set forth in item (i).
(Application by Subrogation)
Article 34 (1) In the cases listed in paragraph (1), item (iii) of the preceding Article, a beneficiary or a settlor may apply for the description or record of trust on behalf of a trustee.
(2) A beneficiary or settlor shall, in applying pursuant to the provisions of the preceding paragraph, indicate in the application the individual or business name and address of the trustee and the reason for the subrogation, and submit materials certifying the reason for such subrogation and the fact that the rights to Book-entry Shares related to the application belong to the trust property.
(Simultaneous Application)
Article 35 (1) In the case listed in Article 33, paragraph (1), item (i), an application for a description or record of trust shall be submitted simultaneously with an application for book-entry related to the transfer or pledge of Book-entry Shares prescribed in the same item.
(2) In the case of the preceding paragraph, a Book-entry Institution, etc. shall, when it provides notice pursuant to the provisions of Article 132, paragraph (4), item (ii) or (v) of the Act, or pursuant to the provisions of paragraph (5), item (ii) or (v) (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article) or paragraph (7), item (iii) (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article) of the same Article, simultaneously provide notice of the matters listed in each item under Article 33, paragraph (2).
(3) A Book-entry Institution, etc. which has received notice pursuant to the provisions of the preceding paragraph shall, when generating a description or record pursuant to the provisions of Article 132, paragraph (4), item (iii) or (iv) of the Act, or the provisions of paragraph (5), item (iii) or (iv) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article), or the provisions of paragraph (7), item (i) or (ii) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article), simultaneously enter a description or record of trust in the book-entry account registry it maintains in accordance with the contents of the notice given pursuant to the provisions of the preceding paragraph.
(Application for Deletion of Description or Record of Trust)
Article 36 (1) The description or record of trust shall be deleted upon application by a person prescribed in the following respective items to the person's Immediately Superior Institution (or, in the case listed in item (iii), the trustee's Immediately Superior Institution) depending on the classification of the case under said items:
(i) Where, by transfer of the rights to Book-entry Shares, the rights to such Book-entry Shares cease to belong to the trust property: Trustee
(ii) Where, by changing a trustee, the rights to Book-entry Shares belonging to the trust property are transferred to a new trustee: Previous trustee
(iii) Where, due to the transfer of the rights to Book-entry Shares to trustee's own property, the rights to such Book-entry Shares cease to belong to the trust property: Trustee and beneficiary.
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or previous trustee
(ii) The issue and number of Book-entry Shares to which the application pertains.
(iii) Whether the description or record of trust is to be deleted from the Ownership Column or the Pledge Column of the account set forth in item (i).
(3) A beneficiary prescribed in paragraph (1), item (iii) shall, in applying pursuant to the provisions of the same paragraph, submit materials identifying itself as a beneficiary.
(Simultaneous Application)
Article 37 In the case listed in paragraph (1), item (i) of the preceding Article, an application for deletion of a description or record of trust shall be submitted simultaneously with an application for book-entry in relation to a transfer of rights prescribed in said item.
(Change of a Trustee)
Article 38 (1) Upon a change of a trustee, the previous trustee shall apply for book-entry (hereinafter referred to as an "application for entry of an increase, etc." in paragraph (3)), requesting that the description or record of an increase for Book-entry Shares that belong to the trust property be entered in the new trustee's account, and simultaneously with such application, an application (which shall be referred to as an "application for entry of a change of a trustee, etc." in paragraph (3)) pursuant to the provisions of Articles 33, paragraph (1) (limited to the portion related to item (ii)) and Article 36, paragraph (1) (limited to the portion related to item (ii)) for such Book-entry Shares. In this case, simultaneously with these applications, materials certifying the change shall also be submitted.
(2) The provisions of Articles 35, paragraph (2) and paragraph (3) shall apply mutatis mutandis to cases under the first sentence of the preceding paragraph.
(3) Where the termination of the duties of a trustee and change of a trustee occur pursuant to the provisions of Article 56, paragraph (1), items (i) to (iv) or (vi) of the Trust Act or Article 8 of the Act on Charitable Trusts, a new trustee may also apply for entry of an increase, etc. and for change of an entry of a trustee, etc. In this case, an application for change of an entry of a trustee, etc. shall be made simultaneously with an application for entry of an increase, etc.
(4) In a case under the preceding paragraph, the provisions of the second sentence of paragraph (1) shall apply mutatis mutandis.
(Notice to All Shareholders)
Article 39 The time to be specified by a Cabinet Order as prescribed in Article 151, paragraph (1), item (vii) of the Act shall be the time at which the court specifies a reference date as prescribed in Article 194, paragraph (1) of the Corporate Reorganization Act, and the date to be specified by a Cabinet Order as prescribed in the same item shall be said reference date.
(Period for Exercise of Minority Shareholders' Rights, etc.)
Article 40 The period to be specified by a Cabinet Order as prescribed in Article 154, paragraph (2) of the Act shall be four weeks.
(Provision of Contents of Book-entry Shares)
Article 41 The method to be specified by a Cabinet Order as prescribed in Article 162, paragraph (1) of the Act shall be that of making the matters specified in the items under the same paragraph in relation to Book-entry Shares to which the notices listed in such items pertain available to many and unspecified persons, by electromagnetic means specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice, until the day on which all such Book-entry Shares described or recorded in the book-entry account registry maintained by a Book-entry Institution are deleted from the book-entry account registry.
Chapter VII Book-entry of Share Options
(Matters to be Described or Recorded in a Book-entry Account Registry)
Article 42 Matters to be specified by a Cabinet Order as prescribed in Article 165, paragraph (3), item (vi) of the Act shall be the following:
(i) Matters concerning restrictions on the disposal of Book-entry Share Options (Book-entry Share Options as prescribed in Article 163 of the Act; the same shall apply hereinafter)
(ii) Matters listed in Article 28, items (ii) to (iv).
(Matters to be Reported in a New Description or Record Procedure)
Article 43 The matters to be specified by a Cabinet Order as prescribed in Article 166, paragraph (1), item (viii) of the Act shall be those listed in item (ii) of the preceding Article.
(Application for a Description or Record of Trust)
Article 44 (1) The description or record in the book-entry account registry (hereinafter referred to as the "description or record of trust" in this Chapter) prescribed in Article 176, paragraph (1) of the Act shall be entered upon application by a person prescribed in one of the following items depending on the classification of the case under said items to the person's Immediately Superior Institution:
(i) Where, via transfer or pledge of Book-entry Share Options by a settlor to a trustee, such Book-entry Share Options come to belong to the trust property: Settlor
(ii) Where, by a change of a trustee, the rights to Book-entry Share Options which belong to the trust property are transferred to a new trustee: Previous trustee
(iii) Any cases other than those listed in the preceding two items: Trustee.
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or new trustee
(ii) The issue and number of Book-entry Share Options to which the application pertains
(iii) Whether the description or record of trust in the account set forth in item (i) is to be entered in the Ownership Column (Ownership Column prescribed in Article 166, paragraph (2), item (i), (a) of the Act; the same shall apply in Article 47, paragraph (2), item (iii)) or the Pledge Column (Pledge Column as prescribed in Article 166, paragraph (2), item (i), (b) of the Act; the same shall apply in Article 47, paragraph (2), item (iii)).
(Application by Subrogation).
Article 45 (1) In the cases listed in paragraph (1), item (iii) of the preceding Article, a beneficiary or a settlor may apply for the description or record of trust on behalf of a trustee.
(2) A beneficiary or settlor shall, in applying pursuant to the provisions of the preceding paragraph, indicate in the application the individual or business name and address of the trustee and the reason for the subrogation, and shall submit materials certifying the reason for such subrogation and the fact that the rights to Book-entry Share Options related to the application belong to the trust property.
(Simultaneous Application)
Article 46 (1) In the case listed in Article 44, paragraph (1), item (i), an application for a description or record of trust shall be made simultaneously with an application for book-entry related to the transfer or pledge of Book-entry Share Options prescribed in the same item.
(2) In the case of the preceding paragraph, a Book-entry Institution, etc. shall, when it gives notice pursuant to the provisions of Article 168, paragraph (4), item (ii) or item (v) of the Act, or pursuant to the provisions of paragraph (5), item (ii) or item (v) (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article) or paragraph (7), item (iii) (including the cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article) of the same Article, simultaneously provide notice on the matters listed in each item under Article 44, paragraph (2).
(3) A Book-entry Institution, etc. which has received notice pursuant to the provisions of the preceding paragraph shall, when it enters a description or record pursuant to the provisions of Article 168, paragraph (4), item (iii) or (iv) of the Act, or the provisions of paragraph (5), item (iii) or (iv) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article), or the provisions of paragraph (7), item (i) or (ii) of the same Article (including the cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article), simultaneously enter a description or record of trust in the book-entry account registry it maintains in accordance with the contents of the notice given pursuant to the provisions of the preceding paragraph.
(Application for Deletion of Description or Record of Trust)
Article 47 (1) The description or record of trust shall be deleted upon application by a person prescribed in the following items to its Immediately Superior Institution (or, in the case listed in item (iii), the trustee's Immediately Superior Institution) depending upon the classification of the case under said items:
(i) Where, by transfer of the rights to Book-entry Share Options, the rights to such Book-entry Share Options cease to belong to the trust property: Trustee
(ii) Where, by change of a trustee, the rights to Book-entry Share Options which belong to the trust property are transferred to a new trustee: Previous trustee
(iii) Where, due to the transfer of the rights to Book-entry Share Options to trustee's own property, the rights to such Book-entry Share Options cease to belong to the trust property: Trustee and beneficiary.
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or previous trustee
(ii) The issue and number of Book-entry Share Options related to the application
(iii) Whether the description or record of trust is to be deleted from the Ownership Column or the Pledge Column of the account set forth in item (i).
(3) A beneficiary prescribed in paragraph (1), item (iii) shall, in applying pursuant to the provisions of the same paragraph, submit materials identifying itself as a beneficiary.
(Simultaneous Application)
Article 48 In the case listed in paragraph (1), item (i) of the preceding Article, an application for deletion of a description or record of trust shall be submitted simultaneously with an application for book-entry related to transfer of rights as prescribed in the same item.
(Change of a Trustee)
Article 49 (1) Upon a change of a trustee, the previous trustee shall apply for book-entry (hereinafter referred to as an "application for entry of an increase, etc." in paragraph (3)), requesting that the description or record of an increase for Book-entry Share Options that belong to the trust property be entered in the new trustee's account, and simultaneously apply (which shall be referred to as an "application for entry of a change of a trustee, etc." in paragraph (3)) pursuant to the provisions of Articles 44, paragraph (1) (limited to the portion related to item (ii)) and Article 47, paragraph (1) (limited to the portion related to item (ii)) for such Book-entry Share Options. In this case, materials certifying the change shall also be submitted simultaneously with these applications.
(2) The provisions of Article 46, paragraphs (2) and (3) shall apply mutatis mutandis to cases under the first sentence of the preceding paragraph.
(3) Where the termination of the duties of a trustee and change of a trustee occur pursuant to the provisions of Article 56, paragraph (1), items (i) to (iv) or (vi) of the Trust Act or Article 8 of the Act on Charitable Trusts, the new trustee may also apply for entry of an increase, etc. and for change of an entry of a trustee, etc. In this case, such applications shall be submitted simultaneously.
(4) In a case under the preceding paragraph, the provisions of the second sentence of paragraph (1) shall apply mutatis mutandis.
(Provision of Contents of Book-entry Transfer Share Options)
Article 50 The method to be specified by a Cabinet Order as prescribed in Article 191, paragraph (1) of the Act shall be that of making the matters listed in Article 166, paragraph (1), item (ix) of the Act pertaining to Book-entry Share Options related to a notice listed in Article 166, paragraph (1) of the Act available to many and unspecified persons using electronic means specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice, until the day all such Book-entry Company Bonds with Share Options described or recorded in the book-entry account registry maintained by a Book-entry Institution are deleted from the book-entry account registry.
Chapter VIII Book-entry of Company Bonds with Share Option
(Matters to be Described or Recorded in Book-entry Account Registry)
Article 51 The matters to be specified by a Cabinet Order as prescribed in Article 194, paragraph (3), item (vi) of the Act shall be the following:
(i) Matters concerning restrictions on the disposal of Book-entry Company Bonds with Share Options (Book-entry Company Bonds with Share Options prescribed in Article 192, paragraph (1) of the Act; the same shall apply hereinafter)
(ii) Matters listed in Article 28, items (ii) to (iv).
(Matters to be Reported in a New Description or Record Procedure)
Article 52 The matters to be specified by a Cabinet Order as prescribed in Article 195, paragraph (1), item (viii) of the Act shall be those listed in item (ii) of the preceding Article.
(Application for Description or Record of Trust)
Article 53 (1) The description or record in the book-entry account registry (hereinafter referred to as the "description or record of trust" in this Chapter) prescribed in Article 207, paragraph (1) of the Act shall be entered upon application, depending upon the classification of the cases listed in the following items, by a person prescribed in the respective item to its Immediately Superior Institution:
(i) Where, by transfer or pledge of Book-entry Company Bonds with Share Options by a settlor to a trustee, such Book-entry Company Bonds with Share Options come to belong to the trust property: Settlor
(ii) Where, by change of a trustee, the rights to Book-entry Company Bonds with Share Options which belong to the trust property are transferred to a new trustee: Previous trustee
(iii) Any cases other than those listed in the preceding two items: Trustee.
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or new trustee
(ii) The issue and number of Book-entry Company Bonds with Share Options to which the application pertains
(iii) Whether the description or record of trust of the account set forth in item (i) is to be made in the Ownership Column (Ownership Column as prescribed in Article 195, paragraph (2), item (i), (a) of the Act; the same shall apply in Article 56, paragraph (2), item (iii)) or the Pledge Column (Pledge Column as prescribed in Article 195, paragraph (2), item (i), (b) of the Act; the same shall apply in Article 56, paragraph (2), item (iii)).
(Application by Subrogation)
Article 54 (1) In the cases listed in paragraph (1), item (iii) of the preceding Article, a beneficiary or a settlor may apply for the description or record of trust on behalf of a trustee.
(2) A beneficiary or settlor shall, in applying pursuant to the provisions of the preceding paragraph, indicate in the application the individual or business name and address of the trustee and the reason for the subrogation, and submit materials certifying the cause of the subrogation and the fact that the rights to Book-entry Company Bonds with Share Options related to the application belong to the trust property.
(Simultaneous Application)
Article 55 (1) In the case listed in Article 53, paragraph (1), item (i), an application for description or record of trust shall be submitted simultaneously with an application for book-entry-related to the transfer or pledge of Book-entry Company Bonds with Share Options prescribed in the same item.
(2) In the case of the preceding paragraph, a Book-entry Institution, etc. shall, when it gives a notice pursuant to the provisions of Article 197, paragraph (4), item (ii) or item (v) of the Act, or pursuant to the provisions of paragraph (5), item (ii) or item (v) of the same Article (including the cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article), or the provisions of paragraph (7), item (iii) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article), simultaneously give notice on the matters listed in each item under Article 53, paragraph (2).
(3) A Book-entry Institution, etc. which has received notice pursuant to the provisions of the preceding paragraph shall, when it enters the description or record pursuant to the provisions of Article 197, paragraph (4), items (iii) or (iv) of the Act, or the provisions of paragraph (5), items (iii) or (iv) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (6) of the same Article), or the provisions of paragraph (7), items (i) or (ii) of the same Article (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article), simultaneously enter a description or record of trust in the book-entry account registry it maintain accordance with the contents of the notice given pursuant to the provisions of the preceding paragraph.
(Application for Deletion of Description or Record of Trust)
Article 56 (1) The description or record of trust shall be deleted upon application by a person prescribed in the respective item to its Immediately Superior Institution (or, in the case listed in item (iii), the trustee's Immediately Superior Institution), depending upon the classification of the case under the following items,:
(i) Where, by transfer of the rights to Book-entry Company Bonds with Share Options, the rights to such Book-entry Company Bonds with Share Options cease to belong to the trust property: Trustee
(ii) Where, by a change of a trustee, the rights to Book-entry Company Bonds with Share Options belonging to the trust property are transferred to a new trustee: Previous trustee
(iii) Where, due to the transfer of the rights to Book-entry Company Bonds with Share Options to trustee's own property, the rights to such Book-entry Company Bonds with Share Options cease to belong to the trust property: Trustee and beneficiary.
(2) A person who intends to apply as set forth in the preceding paragraph shall indicate the following matters in the application:
(i) The account of the trustee or previous trustee
(ii) The issue and number of Book-entry Company Bonds with Share Options to which the application pertains
(iii) Whether the description or record of trust is to be deleted from the Ownership Column or the Pledge Column of the account set forth in item (i).
(3) A beneficiary prescribed in paragraph (1), item (iii) shall, in applying pursuant to the provisions of the same paragraph, submit materials identifying itself as a beneficiary.
(Simultaneous Application)
Article 57 In the case described in paragraph (1), item (i) of the preceding Article, an application for deletion of a description or record of trust shall be submitted simultaneously with an application for book-entry related to the transfer of rights prescribed in the same item.
(Change of a Trustee)
Article 58 (1) Upon a change of a trustee, the previous trustee shall apply for book-entry (hereinafter referred to as an "application for entry of an increase, etc." in paragraph (3)) requesting that the description or record of an increase for Book-entry Company Bonds with Share Options that belong to the trust property be entered in the new trustee's account, and simultaneously with such application, an application (which shall be referred to as an "application for entry of a change of a trustee, etc." in paragraph (3)) pursuant to the provisions of Articles 53, paragraph (1) (limited to the portion related to item (ii)) and Article 56, paragraph (1) (limited to the portion related to item (ii)) for such Book-entry Company Bonds with Share Options. In this case, materials certifying the change shall also be submitted simultaneously with these applications.
(2) The provisions of Article 55, paragraphs (2) and (3) shall apply mutatis mutandis to cases under the first sentence of the preceding paragraph.
(3) Where the termination of the duties of a trustee and change of a trustee occur pursuant to the provisions of Article 56, paragraph (1), items (i) to (iv) or (vi) of the Trust Act or Article 8 of the Act on Charitable Trusts, the new trustee may also apply for entry of an increase, etc. and for change of an entry of a trustee, etc. In this case, an application for a change of an entry of a trustee, etc. shall be made simultaneously with an application for entry of an increase, etc.
(4) In the case of the preceding paragraph, the provisions of the second sentence of paragraph (1) shall apply mutatis mutandis.
(Provision of Contents of Book-entry Company Bonds with Share Options)
Article 59 The method to be specified by a Cabinet Order as prescribed in Article 225, paragraph (1) of the Act shall be that of making the matters specified in each item under said paragraph pertaining to Book-entry Company Bonds with Share Options related to a notice listed in each such item available to many and unspecified persons, by electromagnetic means specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice, until the day all such Book-entry Company Bonds with Share Options described or recorded in the book-entry account registry maintained by a Book-entry Institution are deleted from said book-entry account registry.
Chapter IX Book-entry of Investment Equity, etc.
(Mutatis Mutandis Application of Provisions Concerning Shares to Investment Equity)
Article 60 The provisions of Article 28 (limited to the portion related to item (i)) shall apply mutatis mutandis to the matters to be specified by a Cabinet Order prescribed in Article 129, paragraph (3), item (vii) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; the provisions of Article 30, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order under Article 136, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; the provisions of Article 30, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 136, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; the provisions of Article 31, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 137, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; the provisions of Article 31, paragraph (2) shall apply mutatis mutandis to the instructions to be given to a Book-entry Institution pursuant to the provisions of Article 137, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Articles 33 to 38 shall apply mutatis mutandis to a description or record in the book-entry account registry prescribed in Article 142, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; the provisions of Article 40 shall apply mutatis mutandis to the period to be specified by a Cabinet Order as prescribed in Article 154, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act; and the provisions of Article 41 shall apply mutatis mutandis to the method to be specified by a Cabinet Order as prescribed in Article 162, 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 the same table shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 30, paragraph (1), item (i)|number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
||special shareholder request|special investor request|
||special shareholder prescribed|special investor prescribed|
||special shareholder"|special investor"|
||number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
|Article 30, paragraph (1), item (ii)|number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
|Article 30, paragraph (1), item (iii)|number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
||number|number of units|
|Article 30, paragraph (1), item (iv)|special shareholder|special investor|
|Article 31, paragraph (1), item (i)|number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
||special shareholder request|special investor request|
||number for each such special shareholder|number for each such special investor|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
|Article 31, paragraph (1), item (ii)|number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
|Article 31, paragraph (1), item (iii)|number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
||number|number of units|
|Article 31, paragraph (1), item (iv)|special shareholder|special investor|
|Article 32, paragraph (1), item (i)|number of Book-Entry Transfer Shares|number of units of Book-Entry Transfer Investment Equity|
||special shareholder request|special investor request|
||number for each special shareholder|number for each special investor|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Investment Equity of the surviving investment company|
|Article 32, paragraph (1), item (ii)|number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Investment Equity of the surviving investment company|
||number of such Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of such Book-Entry Transfer Investment Equity of the surviving investment company|
|Article 32, paragraph (1), item (iii)|number of such Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of such Book-Entry Transfer Investment Equity of the surviving investment company|
||number|number of units|
|Article 32, paragraph (1), item (iv)|special shareholder|special investor|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Investment Equity of the surviving investment company|
|Article 32, paragraph (1), items (v) to (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Investment Equity of the surviving investment company|
|Article 33, paragraph (2), item (ii) and Article 36, paragraph (2), item (ii)|and number|and number of units|
(Replacement of Terms in the Provisions of Act as Applied Mutatis Mutandis to Investment Equity)
Article 61 Where the provisions of the Act are applied mutatis mutandis to investment equity as prescribed in the Act on Investment Trusts and Investment Corporations under Article 228, paragraph (1) of the Act, technical replacement of terms related to such provisions shall be made as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 153|Article 308, paragraph (1) of the Companies Act|the main text of Article 308, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act on Investment Trusts and Investment Corporations|
(Mutatis Mutandis Application of Provisions Concerning Shares to Preferred Equity Investments by a Cooperative Financial Institution)
Article 62 The provisions of Article 28 (limited to the portion related to item (i)) shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 129, paragraph (3), item (vii) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; the provisions of Article 31, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 137, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; the provisions of Article 31, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 137, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; the provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; the provisions of Articles 33 to 38 shall apply mutatis mutandis to the description or record in the book-entry account registry prescribed in Article 142, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; the provisions of Article 39 shall apply mutatis mutandis to the time to be specified by a Cabinet Order as prescribed in Article 151, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act and to the date to be specified by a Cabinet Order as prescribed in the same item; the provisions of Article 40 shall apply mutatis mutandis to the period to be specified by a Cabinet Order as prescribed in Article 154, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act; and the provisions of Article 41 shall apply mutatis mutandis to the method to be specified by a Cabinet Order as prescribed in Article 162, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 31, paragraph (1)|Ownership Column, etc.|Ownership Column, etc. (which means the Ownership Column, etc. prescribed in Article 135, paragraph (3) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter)|
|Article 31, paragraph (1), item (i)|Ownership Column of the account|Ownership Column of the account (Ownership Column as prescribed in Article 130, paragraph (2), item (i), (a) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter)|
||number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
||special shareholder request|request set forth in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act (which shall be referred to as a "special preferred equity investor request" in paragraph (1), item (i) of the following Article)|
||number for each special shareholder|number of units for each special preferred equity investor as prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act (hereinafter simply referred to as a "special preferred equity investor" in this paragraph and paragraph (1) of the following Article)|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
|Article 31, paragraph (1), item (ii)|Pledge Column of the account|Pledge Column of the account (which means the Pledge Column prescribed in Article 130, paragraph (2), item (i), (b) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter)|
||number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
|Article 31, paragraph (1), item (iii)|number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
||number|number of units|
|Article 31, paragraph (1), item (iv)|special shareholder|special preferred equity investor|
|Article 32, paragraph (1), item (i)|number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
||special shareholder request|special preferred equity investor request|
||number for each special shareholder|number of units for each special preferred equity investor|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative structured financial institution|
|Article 32, paragraph (1), item (ii)|number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative structured financial institution|
||number of such Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of such book-entry transfer preferred equity investments of the surviving cooperative structured financial institution|
|Article 32, paragraph (1), item (iii)|number of such Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of such book-entry transfer preferred equity investments of the surviving cooperative structured financial institution|
||number|number of units|
|Article 32, paragraph (1), item (iv)|special shareholder|special preferred equity investor|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative structured financial institution|
|Article 32, paragraph (1), items (v) to (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative financial institution|
|Article 33, paragraph (2), item (ii) and Article 36, paragraph (2), item (ii)|and number|and number of units|
|Article 39|Article 194, paragraph (1) of the Corporate Reorganization Act|Article 194, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 116 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996)|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis for Preferred Equity Investments by a Cooperative Financial Institution)
Article 63 Where the provisions of the Act are applied mutatis mutandis to preferred equity investments by a cooperative financial institution as prescribed in the Act on Preferred Equity Investment by Cooperative Financial Institutions (Act No. 44 of 1993) pursuant to the provisions of Article 235, paragraph (1) of the Act, the technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 147, paragraph (3) and paragraph (4) and Article 148, paragraph (3)|Article 124, paragraph (1) of the Companies Act|Article 124, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 26 of the Act on Preferred Equity Investment by Cooperative Financial Institutions|
|Article 159, paragraph (1)|Article 230, paragraph (1) of the Companies Act|Article 230, 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 Financial Institutions|
|Article 159, paragraph (2)|Article 224, paragraph (1) of the Companies Act|Article 224, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Financial Institutions|
(Mutatis Mutandis Application of Provisions Concerning Shares to Preferred Equity Investments by a Special Purpose Company)
Article 64 The provisions of Article 28 (limited to the portion related to item (i)) shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 129, paragraph (3), item (vii) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; the provisions of Article 30, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 136, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; the provisions of Article 30, paragraph (2) shall apply mutatis mutandis to the instructions to be provided by a Book-entry Institution pursuant to the provisions of Article 136, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; the provisions of Articles 33 to 38 shall apply mutatis mutandis to the description or record in the book-entry account registry as prescribed in Article 142, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; the provisions of Article 40 shall apply mutatis mutandis to the period to be specified by a Cabinet Order as prescribed in Article 154, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; and the provisions of Article 41 shall apply mutatis mutandis to the method to be specified by a Cabinet Order as prescribed in Article 162, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 239, 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 30, paragraph (1), item (i)|number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
||request (hereinafter referred to as "special shareholder request")|request|
||special shareholder|special preferred equity partner|
||number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
|Article 30, paragraph (1), item (ii)|number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
|Article 30, paragraph (1), item (iii)|number of Book-Entry Transfer Shares|number of units of book-entry transfer preferred equity investments|
||number|number of units|
|Article 30, paragraph (1), item (iv)|special shareholder|special preferred equity partner|
|Article 33, paragraph (2), item (ii) and Article 36, paragraph (2), item (ii)|and number|and number of units|
(Measures and Instructions where Fractions Result from the Retirement of Book-entry Preferred Equity Investments in Proportion to the Number of Units of Preferred Equity Investments Held)
Article 65 (1) The description or record to be specified by a Cabinet Order as prescribed in Article 242, paragraph (5) of the Act shall be as prescribed in the following items, depending upon the classification of the Ownership Column, etc. (Ownership Column, etc. as prescribed in Article 136, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act) as listed in the following items:
(i) The Ownership Column (Ownership Column as prescribed in Article 130, paragraph (2), item (i), (a) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; hereinafter the same shall apply in this paragraph) on the account of the Participant set forth in Article 136, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act: The description or record of the decrease in the number (any fraction of such number of less than one (which shall be referred to as the "fraction in the Ownership Column" in item (iv)) shall be rounded up) that results from multiplying the number of units of book-entry preferred equity investments (which means book-entry preferred equity investments as prescribed in Article 234, paragraph (1) of the Act; hereinafter the same shall apply in this paragraph) (or, for book-entry preferred equity investments for which a request set forth in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act has been made, the number of units of each special preferred equity partner as prescribed in the same item) that are described or recorded in such Ownership Column by the rate of decrease (rate of decrease as prescribed in Article 136, paragraph (1), item (ii) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act; the same shall apply in the following item)
(ii) The Pledge Column (Pledge Column as prescribed in Article 130, paragraph (2), item (i), (b) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act) of a Participant's account set forth in Article 136, paragraph (5) of the Act as applied mutatis mutandis in Article 239, paragraph (1) of the Act: The description or record of the decrease in the number of units for each such preferred equity partner, represented by the numbers that result from multiplying each preferred equity partner's number of book-entry preferred equity investments set forth in paragraph (1), item (i) of the same Article that are described or recorded in such Pledge Column by the rate of decrease (any fraction of less than one in that number of units (which shall be referred to as the "fraction in the Pledge Column" in item (iv)) shall be rounded up; hereinafter the same shall apply in this item)book-entry, and the description or record of the decrease in the number of said units of book-entry preferred equity investments, represented by the sum total of the numbers of units that result from such multiplication
(iii) Customer account among the accounts of a Participant's Superior Institution as prescribed in the preceding two items: The description or record of a decrease in the number of units of book-entry preferred equity investments that has been described or recorded as prescribed in the preceding two items
(iv) Ownership Column of the account of a Participant who is a preferred equity partner (including a special preferred equity partner) of book-entry preferred equity investments as set forth in Article 136, paragraph (1), item (i) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act in the book-entry account registry maintained by the Immediately Superior Institution (if there is more than one such institution, the one specified by the Book-entry Institution) of such preferred equity partner: The description or record of an increase in the number that results from totaling the number obtained by subtracting the fraction in the Ownership Column for the book-entry preferred equity investments held by such preferred equity partner from one and the number obtained by subtracting the fraction in the Pledge Column for the same from one (any fraction of such number of less than one (which shall be referred to as the "issuer fraction" in item (vi)) shall be discarded)
(v) Customer account among the accounts of the Book-entry Institution, etc. with which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number that has been described or recorded as prescribed in the same item
(vi) The Ownership Column of the account as set forth in Article 136, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act: The description or record of an increase in the total number (any fraction of such total number of less than one shall be discarded) of the issuer fraction
(vii) Customer account among the accounts of the Book-entry Institution, etc. at which the account set forth in the preceding item has been opened and its Superior Institution: The description or record of an increase in the number that has been described or recorded as prescribed in the same item.
(2) The instructions to be given by a Book-entry Institution pursuant to the provisions of Article 242, paragraph (5) of the Act shall be given to the persons listed in the following items and shall indicate the matters prescribed in the respective items:
(i) All Subordinate Institutions: The fact that matters necessary for the description or record prescribed in items (iii) to (vii) of the preceding paragraph should be reported
(ii) The Account Management Institution which is required to enter the description or record prescribed in the preceding item: Matters subject to such description or record.
(Mutatis Mutandis Application of Provisions Concerning Share Options to Subscription Rights for New Preferred Equity Investments by a Special Purpose Company)
Article 66 The provisions of Article 42 (excluding item (ii)) shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 165, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 249, paragraph (1) of the Act; the provisions of Articles 44 to 49 shall apply mutatis mutandis to the description or record in the book-entry account registry as prescribed in Article 176, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 249, paragraph (1) of the Act, and the provisions of Article 50 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 191, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 249, 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, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 44, paragraph (2), item (ii) and Article 47, paragraph (2), item (ii)|and number|and amount|
|Article 49, paragraph (1)|increase|increased amount|
||application for entry of an increase, etc.|application for entry of an increase in the amount, etc.|
|Article 49, paragraph (3)|application for description or an increase, etc.|application for entry of an increase in the amount, etc.|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds with Share Options to Convertible Specified Company Bonds by Special Purpose Company)
Article 67 The provisions of Article 51 (excluding item (ii)) shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 194, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 251, paragraph (1) of the Act, the provisions of Articles 53 to 58 shall apply mutatis mutandis to the description or record in the book-entry account registry as prescribed in Article 207, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 251, paragraph (1) of the Act, and the provisions of Article 59 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 225, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 251, 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, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 53, paragraph (2), item (ii) and Article 56, paragraph (2), item (ii)|and number|and amount|
|Article 58, paragraph (1)|increase|increased in the amount|
||application for entry of an increase, etc.|application for entry of an increase in the amount, etc.|
|Article 58, paragraph (3)|application for entry of an increase, etc.|application for entry of an increase in the amount, etc.|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis to Convertible Specified Company Bonds by a Special Purpose Company)
Article 68 Where the provisions of the Act are applied mutatis mutandis to convertible specified company bonds as prescribed in the Act on the Securitization of Assets under the provisions of Article 251, paragraph (1) of the Act, the technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement Terms|
|Article 221, paragraph (1)|Article 723, paragraph (1) of the Companies Act|Article 723, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
|Article 221, paragraph (2)|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act|Articles 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
|Article 222, paragraph (1)|Article 718, paragraph (1) of the Companies Act|Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
||paragraph (3) of the same Article|Article 718, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
(Mutatis Mutandis Application of Provisions Concerning Company Bonds with Share Options to Specified Company Bonds with Subscription Rights for New Preferred Equity Investments by a Special Purpose Company)
Article 69 The provisions of Article 51 (excluding item (ii)) shall apply mutatis mutandis to the matters to be specified by a Cabinet Order as prescribed in Article 194, paragraph (3), item (vi) of the Act as applied mutatis mutandis pursuant to Article 254, paragraph (1) of the Act; the provisions of Articles 53 to 58 shall apply mutatis mutandis to the description or record in the book-entry account registry as prescribed in Article 207, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 254, paragraph (1) of the Act; and the provisions of Article 59 shall apply mutatis mutandis to the methods to be specified by a Cabinet Order as prescribed in Article 225, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 254, 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 53, paragraph (2), item (ii) and Article 56, paragraph (2), item (ii)|and number|and amount|
|Article 58, paragraph (1)|increase|increase in the amount|
||application for entry of an increase, etc.|application for entry of an increase in the amount, etc.|
|Article 58, paragraph (3)|application for entry of an increase, etc.|application for entry of an increase in the amount, etc.|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis to Specified Company Bonds with Subscription Rights for New Preferred Equity Investments by a Special Purpose Company)
Article 70 Where the provisions of the Act are applied mutatis mutandis to specified company bonds with subscription rights for new preferred equity investments as prescribed in the Act on the Securitization of Assets in the provisions of Article 254, paragraph (1) of the Act, technical replacement of terms related to such provisions shall be made as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 221, paragraph (1)|Article 723, paragraph (1) of the Companies Act|Article 723, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
|Article 221, paragraph (2)|Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act|Articles 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
|Article 222, paragraph (1)|Article 718, paragraph (1) of the Companies Act|Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
||paragraph (3) of the same Article|Article 718, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act on the Securitization of Assets|
Chapter X Book-entry Resulting from Entity Conversion, etc.
(Mutatis Mutandis Application of Provisions Concerning Shares in Cases Where Book-entry Shares of a Bank Established by a Consolidation-Type Merger are Delivered to Shareholders of a Bank Dissolved in a Consolidation-Type Merger)
Article 71 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (1) of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (1) of the Act. In this case, "Book-entry Shares of the Surviving Company, etc." in Article 32, paragraph (1), items (i) to (vii) shall be deemed to be replaced with "Book-entry Shares of the bank established by a consolidation-type merger."
(Mutatis Mutandis Application of Provisions Concerning Shares where Book-entry Shares of a Surviving Bank, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors of a Cooperative Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 72 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (2) of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (2) 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 the same table shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 32, paragraph (1), item (i)|the number of Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|the number of units of book-entry transfer preferred equity investments of the cooperative financial institution dissolved in an absorption-type merger or of the cooperative financial institution dissolved in a consolidation-type merger (hereinafter referred to as "book-entry transfer preferred equity investments of the dissolved cooperative financial institution" in this paragraph) prescribed in Article 256, paragraph (2) of the Act|
||special shareholder request|special preferred equity investor request (meanings a request set forth in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act)|
||number for each special shareholder|number of units for each special preferred equity investor (special preferred equity investor as prescribed in the same item; hereinafter the same shall apply in this paragraph)|
||item (iii) of the same paragraph|Article 138, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (2) of the Act|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank, etc. established by a consolidation-type merger|
|Article 32, paragraph (1), item (ii)|Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|book-entry transfer preferred equity investments of the dissolved cooperative structured financial institution|
||in the number|in the number of units|
||multiplying the number|multiplying the number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank, etc. established by a consolidation-type merger|
|Article 32, paragraph (1), item (iii)|Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank, etc. established by a consolidation-type merger|
||number|number of units|
|Article 32, paragraph (1), item (iv)|Book-Entry Transfer Shares set forth in Article 138, paragraph (1), item (ii) of the Act|book-entry transfer preferred equity investments of the dissolved cooperative financial institution|
||special shareholder|special preferred equity investor|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank, etc. established by a consolidation-type merger|
|Article 32, paragraph (1), item (v) to item (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank, etc. established by a consolidation-type merger|
|Article 32, paragraph (1), item (viii)|Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|book-entry transfer preferred equity investments of the dissolved cooperative structured financial institution|
(Mutatis Mutandis Application of Provisions Concerning Shares where Book-entry Preferred Equity Investments of a Surviving Cooperative Bank, etc. in an Absorption-Type Merger are Delivered to Shareholders of a Bank, etc. Dissolved in an Absorption-Type Merger)
Article 73 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (3) of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (3) 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 32, paragraph (1), item (i)|set forth in item (i) of the same paragraph|of the surviving shinkin bank in an absorption-type merger or shinkin bank established by a consolidation-type merger prescribed in Article 256, paragraph (3) of the Act|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving shinkin bank, etc.|
|Article 32, paragraph (1), item (ii)|Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving shinkin bank, etc.|
||number for each|number of units for each|
|Article 32, paragraph (1), item (iii)|number of Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of book-entry transfer preferred equity investments of the surviving shinkin bank, etc.|
||number|number of units|
|Article 32, paragraph (1), items (iv) to (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving shinkin bank, etc.|
(Mutatis Mutandis Application of Provisions Concerning Shares where Book-entry Preferred Equity Investments of a Surviving Cooperative Financial Institution, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors of a Cooperative Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 74 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (4) of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (4) 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 32, paragraph (1), item (i)|the number of Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|the number of units of book-entry transfer preferred equity investments of the cooperative financial institution dissolved in an absorption-type merger or the cooperative financial institution dissolved in a consolidation-type merger (hereinafter referred to as "book-entry transfer preferred equity investments of the dissolved cooperative financial institution" in this paragraph) prescribed in Article 256, paragraph (4) of the Act|
||special shareholder request|special preferred equity investor request (meanings a request set forth in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act)|
||number for each special shareholder|number of units for each special preferred equity investor (a special preferred equity investor as prescribed in the same item; hereinafter the same shall apply in this paragraph)|
||item (iii) of the same paragraph|Article 138, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (4) of the Act|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||set forth in item (i) of the same paragraph|of the surviving cooperative financial institution in an absorption-type merger or the cooperative financial institution established by a consolidation-type merger as prescribed in Article 256, paragraph (4) of the Act|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative financial institution, etc.|
|Article 32, paragraph (1), item (ii)|Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|book-entry transfer preferred equity investments of the dissolved cooperative financial institution|
||number for each|number of units for each|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative financial institution|
||number of Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of book-entry transfer preferred equity investments of the surviving cooperative financial institution, etc.|
|Article 32, paragraph (1), item (iii)|number of Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of book-entry transfer preferred equity investments of the surviving cooperative financial institution, etc.|
||number|number of units|
|Article 32, paragraph (1), item (iv)|Book-Entry Transfer Shares set forth in Article 138, paragraph (1), item (ii) of the Act|book-entry transfer preferred equity investments of the dissolved cooperative financial institution|
||special shareholder|special preferred equity investor|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative financial institution, etc.|
|Article 32, paragraph (1), item (v) to (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the surviving cooperative financial institution, etc.|
|Article 32, paragraph (1), item (viii)|Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|book-entry transfer preferred equity investments of the dissolved cooperative financial institution|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis where Book-entry Preferred Equity Investments of a Surviving Cooperative Bank, etc. in an Absorption-Type Merger are Delivered to Shareholders of a Bank, etc. Dissolved in an Absorption-Type Merger)
Article 75 Where the provisions of Article 160, paragraph (1) of the Act are applied mutatis mutandis to instances under the provisions of Article 257, paragraph (4) of the Act in which the shares of a bank dissolved in an absorption-type or consolidation-type merger are not Book-entry Shares and the surviving cooperative bank in the absorption-type merger or the cooperative bank established by the consolidation-type merger seeks to deliver, at the time of the absorption-type or consolidation-type merger, book-entry preferred equity investments to the shareholders of the bank dissolved in said absorption-type or consolidation-type merger, the technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 160, paragraph (1)|Article 131, paragraph (1), item (i)|Article 131, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
||same paragraph|Article 131, paragraph (1) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis where Book-entry Preferred Equity Investments of a Surviving Cooperative Financial Institution, etc. in an Absorption-Type Merger are Delivered to Members of a Surviving Cooperative Financial Institution, etc. in an Absorption-Type Merger)
Article 76 Where the provisions of Article 160, paragraph (1) of the Act are applied mutatis mutandis to the delivery of book-entry preferred equity investments by a surviving cooperative financial institution in an absorption-type merger or a cooperative financial institution established by a consolidation-type merger, at the time of such merger, book-entry to members, etc. of a cooperative financial institution dissolved in an absorption-type or consolidation-type merger in relation to the provisions of Article 257, paragraph (5) of the Act, technical replacement of terms related to such provisions shall be carried out as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 160, paragraph (1)|Article 131, paragraph (1), item (i)|Article 131, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
||same paragraph|Article 131, paragraph (1) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis where Book-entry Preferred Equity Investments of a Surviving Cooperative Financial Institution, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors of a Cooperative Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 77 If preferred equity investments of a cooperative financial institution dissolved in an absorption-type or consolidation-type merger are not book-entry preferred equity investments in relation to the provisions of Article 257, paragraph (6) of the Act, where a surviving cooperative financial institution in an absorption-type merger or a cooperative financial institution established by a consolidation-type merger delivers book-entry preferred equity investments to preferred equity investors of a cooperative financial institution dissolved in an absorption-type or consolidation-type merger at the time of such merger, and where the provisions of Article 160, paragraph (1) of the Act are applied mutatis mutandis, technical replacement of terms related to such provisions shall be made as prescribed in the following table:
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 160, paragraph (1)|Article 131, paragraph (1), item (i)|Article 131, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
||same paragraph|Article 131, paragraph (1) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis where Shares, etc. other than Book-entry Shares of a Surviving Bank, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors of a Cooperative Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 78 Where the provisions of Article 160, paragraph (3) of the Act are applied mutatis mutandis to instances under the provisions of Article 258, paragraph (3) of the Act in which the preferred equity investments of a cooperative financial institution dissolved in an absorption-type or consolidation-type merger are book-entry preferred equity investments and the surviving bank in the absorption-type merger or the bank established by the consolidation-type merger seeks to deliver, at the time of the absorption-type or consolidation-type merger, shares, etc. other than Book-entry Shares to the preferred equity investors of the cooperative financial institution dissolved in the absorption-type or consolidation-type merger, or the surviving bank in an absorption-type merger or the bank established by a consolidation-type merger decides not to allot shares, etc. , at the time of the absorption-type or consolidation-type merger, to preferred equity investors with a certain kind of preferred equity investment in the cooperative financial institution dissolved in the absorption-type or consolidation-type merger, the technical replacement of terms related to such provisions shall be made as prescribed in the following table.
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 160, paragraph (3)|Article 135, paragraph (1), item (ii)|Article 135, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
(Replacement of Terms in the Provisions of the Act as Applied Mutatis Mutandis where Equity Investments other than Book-entry Preferred Equity Investments of a Surviving Cooperative Financial Institution, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors in a Cooperative Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 79 Where the provisions of Article 160, paragraph (3) of the Act are applied mutatis mutandis to instances under the provisions of Article 258, paragraph (4) of the Act in which the preferred equity investments of a cooperative financial institution dissolved in an absorption-type or consolidation-type merger are book-entry preferred equity investments and the surviving cooperative financial institution in the absorption-type merger or the cooperative financial institution established by the consolidation-type merger seeks to deliver, at the time of the absorption-type or consolidation-type merger, equity investments, etc. other than book-entry preferred equity investments to the preferred equity investors of the cooperative financial institution dissolved in the absorption-type or consolidation-type merger, or the surviving cooperative financial institution in the absorption-type merger or cooperative financial institution established by the consolidation-type merger decides not to allot equity investments, etc. to preferred equity investors with a certain kind of preferred equity investment in the cooperative financial institution dissolved in the absorption-type or consolidation-type merger, the technical replacement of terms related to such provisions shall be made as prescribed in the following table.
|Provision containing the terms to be replaced|Terms to be replaced|Replacement terms|
|Article 160, paragraph (3)|Article 135, paragraph (1), item (ii)|Article 135, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 235, paragraph (1)|
(Mutatis Mutandis Application of Provisions Concerning Shares where Book-entry Shares are Delivered to Preferred Equity Investors in a cooperative financial institution that Executes a Conversion Pursuant to the Provisions of Article 4, Item (iii) of the Act on Financial Institution Merger and Conversion)
Article 80 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (1) of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 262, 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 32, paragraph (1), item (i)|the number of Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|the number of units of book-entry transfer preferred equity investments of the cooperative financial institution (hereinafter referred to as "book-entry transfer preferred equity investments of the converting cooperative financial institution" in this paragraph) that executes the conversion prescribed in Article 262, paragraph (1) of the Act|
||special shareholder request|special preferred equity investor request (a request set forth in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 235, paragraph (1) of the Act)|
||number for each special shareholder|number of units for each special preferred equity investor (special preferred equity investor as prescribed in the same item; hereinafter the same shall apply in this paragraph)|
||item (iii) of the same paragraph|Article 138, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (1) of the Act|
||multiplying the number|multiplying the number of units|
||in that number|in that number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank after conversion|
|Article 32, paragraph (1), item (ii)|Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|book-entry transfer preferred equity investments of the converting cooperative financial institution|
||in the number|in the number of units|
||multiplying the number|multiplying the number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank after conversion|
|Article 32, paragraph (1), item (iii)|Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank after conversion|
|Article 32, paragraph (1), item (iv)|Book-Entry Transfer Shares set forth in Article 138, paragraph (1), item (ii) of the Act|book-entry transfer preferred equity investments of the converting cooperative financial institution|
||special shareholder|special preferred equity investor|
||Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank after conversion|
|Article 32, paragraph (1), items (v) to (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|Book-Entry Transfer Shares of the bank after conversion|
|Article 32, paragraph (1), item (viii)|Book-Entry Transfer Shares set forth in paragraph (1), item (ii) of the same Article|book-entry transfer preferred equity investments of the converting cooperative financial institution|
(Mutatis Mutandis Application of Provisions Concerning Shares where Book-entry 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 Institution Merger and Conversion)
Article 81 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (3) of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (3) 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 the same table, shall be deemed to be replaced with the terms listed in the right column of the same table.
|Article 32, paragraph (1), item (i)|set forth in item (i) of the same paragraph|of the shinkin bank after conversion as prescribed in Article 262, paragraph (3) of the Act|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the shinkin bank after conversion|
|Article 32, paragraph (1), item (ii)|multiplying the number|multiplying the number of units|
||Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the shinkin bank after conversion|
||number of ... for each|number of units of ... for each|
|Article 32, paragraph (1), item (iii)|number of Book-Entry Transfer Shares of the Surviving Company, etc.|number of units of book-entry transfer preferred equity investments of the shinkin bank after conversion|
||number|number of units|
|Article 32, paragraph (1), items (iv) to (vii)|Book-Entry Transfer Shares of the Surviving Company, etc.|book-entry transfer preferred equity investments of the shinkin bank after conversion|
(Mutatis Mutandis Application of Provisions Concerning Shares in where Book-entry Shares of a Company Established by a Consolidation-Type Merger are Delivered to Shareholders of a Stock Company Dissolved in a Consolidation-Type Merger That Is a Bank)
Article 82 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 263 of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 263 of the Act. In this case, "Book-entry Shares of the Surviving Company, etc." in Article 32, paragraph (1), items (i) to (vii) shall be deemed to be replaced with "Book-entry Shares of the stock company established by a consolidation-type merger."
(Mutatis Mutandis Application of Provisions Concerning Shares where Book-entry 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 83 The provisions of Article 32, paragraph (1) shall apply mutatis mutandis to the description or record to be specified by a Cabinet Order as prescribed in Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 270 of the Act, and the provisions of Article 32, paragraph (2) shall apply mutatis mutandis to the instructions to be given by a Book-entry Institution pursuant to the provisions of Article 138, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 270 of the Act. In this case, "Book-entry Shares of the Surviving Company, etc." in Article 32, paragraph (1), items (i) to (vii) shall be deemed to be replaced with "Book-entry Shares of the financial instruments exchange established by a consolidation-type merger."
Chapter XI Miscellaneous Provisions
(Interested Persons Who May Request Certification of Matters Described or Recorded in a Book-entry Account Registry)
Article 84 An interested person to be specified by a Cabinet Order prescribed in Article 277 (including where applied mutatis mutandis pursuant to Article 48 of the Act) of the Act shall be any person who has the right to manage or dispose of the property of the Participant who holds the relevant account as its own account, and any other person specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice (or, in the case of a Book-entry Institution dealing with national government bonds, a Cabinet Office Ordinance, an Ordinance of the Ministry of Justice or an Ordinance of the Ministry of Finance).
(Powers Excluded from the Authorities Delegated to the Commissioner of the Financial Services Agency)
Article 85 The powers to be specified by a Cabinet Order as prescribed in Article 286, paragraph (1) of the Act shall be the following:
(i) Designation pursuant to the provisions of Article 3, paragraph (1) of the Act
(ii) Public Notice pursuant to the provisions of Article 3, paragraph (2) and Article 22, paragraph (2) of the Act
(iii) Rescission of designation set forth in Article 3, paragraph (1) of the Act pursuant to the provisions of Article 22, paragraph (1) of the Act
(iv) Approval pursuant to the provisions of Article 57 of the Act
(v) Notification pursuant to the provisions of Article 282, paragraph (1) of the Act in relation to the designation set forth in item (i) above or rescission of designation as set forth in item (iii) above.
(Delegation of Power to Conduct Inspections, etc. to the Exchange Surveillance Commission)
Article 86 Of the powers delegated to the Commissioner of the Financial Services Agency pursuant to the provisions of Article 286, paragraph (1) of the Act, the powers pursuant to the provisions of Article 20, paragraph (1) of the Act (including where applied mutatis mutandis pursuant to Article 43, paragraph (3) of the Act and where applied mutatis mutandis pursuant to the provisions of Article 48 of the Act by replacement of terms) shall be delegated to the Exchange Surveillance Commission; provided, however, that this shall not preclude the Commissioner of the Financial Services Agency from himself/herself exercising the authority to order submission of reports or materials.