Order on Book-Entry of Company Bonds, Shares, etc. (Tentative translation)
Pursuant to the provisions of the Act on Book-Entry of Company Bonds, Shares, etc. (Act No. 75 of 2001) and the Order for Enforcement of the Act on Book-Entry of Company Bonds, Shares, etc. (Cabinet Order No. 362 of 2002) and to implement the same Act, the Order on Book-Entry of Company Bonds, Shares, etc. is established as follows:
Chapter I General Provisions (Article 1 and Article 2)
Chapter II Book-Entry of Company Bonds (Article 3 - Article 10)
Chapter II-2 Book-Entry of Local Government Bonds (Article 10-2 - Article 10-11)
Chapter II-3 Book-Entry of Beneficial Interests in a Trust Issuing Beneficiary Certificates (Article 10-12 - Article 10-18)
Chapter III Book-Entry of Shares (Article 11 - Article 26)
Chapter IV Book-entry of Share Options (Article 27 - Article 35)
Chapter V Book-Entry of Company Bonds with Share Options (Article 36 - Article 45)
Chapter VI Book-Entry of Investment Equity, etc. (Article 46 - Article 51)
Chapter VII Book-Entry Resulting from Entity Conversion, etc. (Article 52 - Article 59)
Chapter VIII Miscellaneous Provisions (Article 60 to Article 62)
Supplementary Provisions
Chapter I General Provisions
(Terms)
Article 1 When used in this Order, terms that are the same as those used in the Act on Book-Entry of Company Bonds, Shares, etc. (Act No. 75 of 2001; hereinafter referred to as the "Act") shall have the same meaning assigned to them in the Act.
(Method of Making Electromagnetic Records of Book-Entry Account Registries)
Article 2 Electromagnetic records to be specified by Ordinance of the Competent Ministry as prescribed in Article 68, paragraph (6) (including cases where applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127 and Article 276, item (i) of the Act), Article 127-4, paragraph (6), Article 129, paragraph (6) (including cases where applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii) of the Act), Article 165, paragraph (6) (including cases where applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1) and Article 276, item (iii) of the Act), and Article 194, paragraph (6) of the Act (including cases where applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv) of the Act) shall be records in which information is recorded in a file prepared in the form of a magnetic disk or other equivalent media on which information can be securely recorded and stored.
Chapter II Book-Entry of Company Bonds
(Matters to Be Reported to Book-Entry Institutions)
Article 3 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act shall be, depending upon the classification of the Book-Entry Company Bonds listed in the following items, as prescribed in the respective items:
(i) Book-Entry Company Bonds (excluding short-term company bonds) as set forth in Article 69, paragraph (1), item (i) of the Act, the following matters:
(a) The total amount of such Book-Entry Company Bonds
(b) The name of the company bond administrator of such Book-Entry Company Bonds
(c) The value of each such Book-Entry Company Bond
(d) The interest rate on such Book-Entry Company Bonds
(e) The method and time limit for redemption of such Book-Entry Company Bonds
(f) The method and due date of the payment of interest
(g) Whether such Book-Entry Company Bonds are issued jointly by companies, and if so, the portion borne by each issuer
(h) In addition to (a) through (g), where such Book-Entry Company Bonds are secured by a mortgage on property pursuant to the provisions of the Secured Bonds Trust Act (Act No. 52 of 1905), the matters listed in each item under Article 26 of the same Act
(i) Where such Book-Entry Company Bonds are trust company bonds as prescribed in Article 2, paragraph (3), item (xvii) of the Ordinance for Enforcement of the Companies Act (Ordinance of the Ministry of Justice No. 12 of 2008), matters necessary to identify the trust for such Book-Entry Company Bonds
(ii) Book-Entry Company Bonds (limited to short-term company bonds) set forth in Article 69, paragraph (1), item (i) of the Act: the matters listed in (a), (c) and (g) of the preceding item
(Notice where a Company is Unable to Identify the Account of the Bondholder, etc.)
Article 4 Cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act shall be those in which Book-Entry Company Bonds are delivered at the time of a merger, share exchange or share .
(Notifying Party where a Company is Unable to Identify the Account of the Bondholder, etc.)
Article 5 The party to be specified by an Ordinance of the Competent Ministry as equivalent to a company prescribed in Article 69-2, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where Book-Entry Company Bonds are delivered at the time of a merger: the company dissolved by the merger
(ii) Where Book-Entry Company Bonds are delivered at the time of a share exchange: the stock company executing the share exchange
(iii) Where Book-Entry Company Bonds are delivered at the time of a share: the stock company executing the share
(Recipients of Notice where the Company is Unable to Identify the Account of the Bondholder, etc.)
Article 6 The party who shall be the bondholder or pledgee to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of shares subject to call: the shareholders or registered pledgees of the shares subject to call
(ii) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of class shares subject to class-wide call: the shareholders or registered pledgees of the class shares subject to class-wide call
(iii) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of share options subject to call (meaning share options subject to call as prescribed in Article 273, paragraph (1) of the Companies Act; the same shall apply hereinafter) (excluding the case listed in the following item): the holders or registered pledgees (meaning registered pledgees of share options subject to call as prescribed in Article 270, paragraph (1) of the same Act; the same shall apply hereinafter) of the share options subject call
(iv) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of company bonds with share options subject to call (meaning company bonds with share options to which a share option subject to call is attached; the same shall apply hereinafter): the holders or registered pledgees of the share options attached to the company bonds with share options subject to call
(v) Where Book-Entry Company Bonds are delivered at the time of a merger: the following persons:
(a) The shareholders or registered pledgees of shares of the stock company dissolved by the merger
(b) The employees of the membership company dissolved by the merger
(vi) Where Book-Entry Company Bonds are delivered at the time of a share exchange: the shareholders or registered pledgees of shares of the stock company executing the share exchange
(vii) Where Book-Entry Company Bonds are delivered at the time of a share: the shareholders or registered pledgees of shares of the stock company executing the share
(Matters to Be Reported to Bondholders, etc.)
Article 7 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1), item (iv) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of shares subject to call: the fact of such delivery
(ii) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of class shares subject to class-wide call: the fact of such delivery
(iii) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): the fact of such delivery
(iv) Where the issuer delivers Book-Entry Company Bonds as consideration for the acquisition of company bonds with share options subject to call: the fact of such delivery
(v) Where Book-Entry Company Bonds are delivered at the time of a merger, share exchange or share: the fact of such delivery
(Party who May Demand the Opening of a Special Account, etc.)
Article 8 The party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act shall be, depending upon the classification of the case under the following items, a person prescribed in one of the respective items, or the person's heir or other general successor:
(i) Where the issuer has provided or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds delivered as consideration for the acquisition of shares subject to call: a person who, prior to such notice or application, acquired such shares subject to call or for whom a pledge was created on such shares subject to call, and who is not described or recorded in the shareholder registry
(ii) Where the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds delivered as consideration for the acquisition of class shares subject to class-wide call: a person who, prior to such notice or application, acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call, who is not described or recorded in the shareholder registry
(iii) Where the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): a person who, prior to such notice or application, acquired such share options subject to call or for whom a pledge was created on such share options subject to call, who is not described or recorded in the share option registry
(iv) Where the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds delivered as consideration for the acquisition of company bonds with share options subject to call: a person who, prior to such notice or application, acquired such company bonds with share options subject to call or for whom a pledge was created on such company bonds with share options subject to call, who is not described or recorded in the share option registry
(v) Where the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds delivered at the time of a merger: a person who, prior to such notice or application, acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(vi) Where the issuer has given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds delivered at the time of a share exchange: a person who, prior to such notice or application, acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(vii) Where the issuer has given notice as set forth in Article 69, paragraph (1) of the Act for Book-Entry Company Bonds delivered at the time of a share: a persons who, prior to such notice or application, acquired shares of the stock company executing such share or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(Documents to be Attached to a Demand to Open a Special Account, etc.)
Article 9 The documents to be specified by an Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act shall be the record of settlement stating to the effect that the Participant set forth in the same paragraph shall make the demand set forth in the same paragraph, or other documents having the same effect as that of the court judgment set forth in the same paragraph.
(Cases where a Demand to Open a Special Account, etc. May be Made)
Article 10 The cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act shall be those in which the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph, and in which the acquirer, etc. has made a demand by submitting a document certifying the inheritance or other general succession.
Chapter II-2 Book-Entry of Local Government Bonds
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Local Government Bonds)
Article 10-2 The provisions of Article 3 (excluding sub-item (i) of item (i), and item (ii)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 113 of the Act. In this case, the term "Book-Entry Company Bonds (excluding short-term company bonds)" in Article 3, item (i) shall be deemed to be replaced with "book-entry local government bonds," the term "company bond administrator" in (b) of the same item shall be deemed to be replaced with "person to whom solicitation and management of local government bonds has been entrusted" as prescribed in Article 705, paragraph (1) of the Companies Act (Act No. 86 of 2005) as applied mutatis mutandis by replacing certain terms pursuant to Article 5-6 of the Local Government Finance Act (Act No. 109 of 1948), and the term "jointly by companies" in (g) of the same item shall be deemed to be replaced with "pursuant to the provisions of Article 5-7 of the Local Government Finance Act".
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Short-term Investment Corporation Bonds)
Article 10-3 The provisions of Article 3 (excluding sub-items (g) and (i) of item (i)) shall apply mutatis mutandis to matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 115 of the Act. In this case, the term "short-term company bonds" in Article 3, item (i) shall be deemed to be replaced with "short-term investment corporation bonds," the term "company bond administrator" in (b) of the same item shall be deemed to be replaced with "investment corporation bond administrator," the term "short-term company bonds" in item (ii) of the same Article shall be deemed to be replaced with "short-term investment corporation bonds" and the term ",(c) and (g)" shall be deemed to be replaced with "and (c)."
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Company Bonds of Mutual Company)
Article 10-4 The provisions of Article 3 (excluding sub-item (i) of item (i)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 117 of the Act.
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Specified Bonds)
Article 10-5 The provisions of Article 3 (excluding sub-items (g) and (i) of item (i)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 118 of the Act. In this case, the term "short-term company bonds" in Article 3, item (i) shall be deemed to be replaced with "specified short-term company bonds," the term "company bond administrator" in (b) of the same item shall be deemed to be replaced with "specified company bond administrator," the term "short-term company bonds" in item (ii) of the same Article shall be deemed to be replaced with "specified short-term company bonds" and the term ,"(c) and (g)" shall be deemed to be replaced with "and (c)."
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Special Corporation Bonds)
Article 10-6 The provisions of Article 3 (excluding sub-items (g) and (i) of item (i)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 120 of the Act. In this case, the term "short-term company bonds" in Article 3, item (i) shall be deemed to be replaced with "the right to be indicated in short-term bonds prescribed under Article 54-4, paragraph (1) of the Shinkin Bank Act (Act No. 238 of 1951) or short-term Norinchukin bank bonds prescribed in Article 62-2, paragraph (1) of the Norinchukin Bank Act (Act No. 93 of 2001)," the term "company bond administrator" in (b) of the same item shall be deemed to be replaced with "person to whom the management of the right to be indicated on bond certificates issued by a juridical person has been entrusted pursuant to a special Act," the term "short-term company bonds" in item (ii) of the same Article shall be deemed to be replaced with "the right to be indicated in short-term bonds as prescribed in Article 54-4, paragraph (1) of the Shinkin Bank Act or short-term Norinchukin bank bonds prescribed in Article 62-2, paragraph (1) of the Norinchukin Bank Act," and the term,"(c) and (g)" shall be deemed to be replaced with "and (c)."
(Matters to be Reported to Book-Entry Institutions Concerning Beneficial Interests in Investment Trusts or Foreign Investment Trusts)
Article 10-7 (1) The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 121 of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the establishment of a trust as set forth in Article 69, paragraph (1) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 121 of the Act relates to the initial conclusion of the investment trust contract, the following matters:
(a) The initial amount of trust principal and the total number of units of Book-Entry Beneficial Interests in an investment trust at the time of the conclusion of the investment trust contract
(b) The trade name of the trustee
(c) With regard to Book-Entry Beneficial Interests in an investment trust managed under the settlor's instructions, the trade name of the settlor (in cases where the settlor is a financial services provider (meaning a financial services provider as prescribed in Article 2, paragraph (11) of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951); hereinafter the same shall apply in this item) registered under Article 29 of the Financial Instruments and Exchange Act (Act No. 25 of 1948) for the implementation of investment management business for qualified investors (meaning investment management business for qualified investors as prescribed in Article 29-5, paragraph (1) of the same Act; hereinafter the same shall apply in this item), including the indication of such fact)
(d) The number of units of Book-Entry Beneficial Interests in the investment trust
(e) With regard to an investment trust managed without instructions from the settlor, the total amount of principal to be invested jointly and the corresponding number of units
(f) The trust contract period
(g) The time and place for the redemption of trust principal and distribution of profits
(h) The calculation method for trust fees and other fees received by the trustee and the settlor, as well as the method and time of payment thereof
(i) The use of public offerings, private placement with qualified institutional investors, private placement with professional investors, or private placement with general investors
(j) With regard to Book-Entry Beneficial Interests in an investment trust managed under the settlor's instructions for which additional amounts may be added to the principal, the maximum amount of the principal to which such additional amounts may be added
(k) In cases where the settlor entrusts the authority to give investment instructions, the trade name or name and whereabouts of the person to whom the settlor entrusts such authority (in cases where such person is a financial services provider registered under Article 28 of the Financial Instruments and Exchange Act for the implementation of investment management business for qualified investors, including the indication of such fact)
(l) In cases where the trustee entrusts the authority to give investment instructions, the trade name or name and whereabouts of the person to whom the trustee entrusts such authority (in cases where such person is a financial services provider registered under Article 29 of the Financial Instruments and Exchange Act for the implementation of investment management business for qualified investors, including the indication of such fact)
(m) The cost related to the entrustment in the case referred to in sub-item (k) or (l)
(n) In cases where the settlor entrusts the authority to give investment instructions or in cases where the trustee entrusts the authority to give investment instructions, the details of such entrustment
(o) With regard to securities investment trusts other than those listed below, an indication to the effect that even when the price for purchase or redemption prescribed in the basic terms and conditions of the investment trust falls below the principal amount of such trust, no purchase or redemption will be carried out at a price exceeding such price
1. Government or company bond investment trusts as prescribed in Article 13, item (ii), (a) of the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations (Ordinance of the Prime Minister's Office No. 129 of 2000)
2. Mother funds as prescribed in Article 13, item (ii), (b) of the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations
3. In addition to 1 and 2, matters specifically prescribed in the initial basic terms and conditions of the investment trust at the time of establishment
(ii) In cases other than those set forth in the preceding item: the total number of units of Book-Entry Beneficial Interests in an Investment Trust related to the trust set forth in Article 69, paragraph (1) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 121 of the Act
(2) The provisions of the preceding paragraph (limited to the portion related to item (i)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 121-3, paragraph (1), item (v) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Beneficial Interests in Investment Trusts or Foreign Investment Trusts)
Article 10-8 The provisions of Article 4 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 5 (limited to the portion related to item (i)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as the party equivalent to the trustee as prescribed in Article 69-2, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 6 (limited to the portion related to (a) of item (v)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as the party who shall be the beneficiary or pledgee as prescribed in Article 69-2, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 7 (limited to the portion related to item (v)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69-2, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 8 (limited to the portion related to item (v)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 9 shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act, the provisions of Article 10 shall apply mutatis mutandis to the party to be case by an Ordinance of the Competent Ministry as prescribed in Article 70-2, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 121 of the Act. In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 4|merger, share exchange or share transfer|consolidation of a trust|
|Article 5, item (i)|merger|consolidation of a trust|
||company|trustee of the trust (or the settlor, in case of an investment trust managed under the settlor's instructions)|
|Article 6, item (v)|merger|consolidation of a trust|
||The shareholders or registered pledgees of shares of the stock company|the beneficiaries or pledgees of beneficial interests in the trust|
|Article 7, item (v)|merger, share exchange or share transfer|consolidation of a trust|
|Article 8, item (v)|merger|consolidation of a trust|
||given or submitted notice as set forth in Article 69, paragraph (1) of the Act or a book-entry application|given or submitted notice as set forth in Article 69, paragraph (1) of the Act|
||such notice or application|such notice|
||shares of the stock company|beneficial interests in the trust|
||such shares|such beneficial interests|
||shareholder registry|beneficial interests registry|
(Matters to be Reported to Book-Entry Institutions Concerning Beneficial Interests in Loan Trusts)
Article 10-9 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 122 of the Act shall be the following:
(i) The total amount of Book-Entry Beneficial Interests in Loan Trusts
(ii) The trade name of the trustee
(iii) The trust contract period
(iv) The time and place for the redemption of trust principal and distribution of profits
(v) The calculation method for trust fees
(Matters to be Reported to Book-Entry Institutions Concerning Beneficial Interests in Specific Purpose Trusts)
Article 10-10 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 124 of the Act shall be the following:
(i) The total number of equity interests in the principal of Book-Entry Beneficial Interests in a Specific Purpose Trust (meaning equity interests in the principal as prescribed in Article 226, paragraph (1), item (iii), (b) of the Act on the Securitization of Assets (Act No. 105 of 1998); the same shall apply in item (iii) and item (iv)) or in the profits (meaning equity interests in the profits prescribed in item (iii), (b) of the same paragraph; the same shall apply in item (iii) and item (iv))
(ii) The individual or business name and address of the original settlor (meaning the original settlor as prescribed in Article 224 of the Act on Securitization of Assets) and the trust company acting as the trustee, etc.
(iii) The number of equity interests in the principal or in the profits of each Book-Entry Beneficial Interest in a Specific Purpose Trust
(iv) The provisions in the specific purpose trust contract pertaining to equity interests in the principal or in the profits, or to the calculation of equity interests in the principal or in the profits, of Book-Entry Beneficial Interests in a Specific Purpose Trust
(v) Details of Book-Entry Beneficial Interests in a Specific Purpose Trust not listed in the preceding item
(vi) The specific purpose trust contract period
(vii) The provisions in the specific purpose trust contract pertaining to cost reimbursement and damage compensation for the trust company acting as a trustee, etc.
(viii) The calculation method for trust fees, as well as the method and time of payment thereof
(ix) The provisions in the specific purpose trust contract pertaining to the exercise of rights (including matters pertaining to the representative right holder prescribed in Article 2, paragraph (17) of the Act on Securitization of Assets and the specific trust administrator prescribed in paragraph (18) of the same Article)
(x) The amount of the principal of Book-Entry Beneficial Interests in a Specific Purpose Trust
(xi) The details of specific property related to Book-Entry Beneficial Interests in a Specific Purpose Trust (excluding Secondary Specific Assets as prescribed in Article 4, paragraph (3), item (iii) of the Act on Securitization of Assets)
(xii) The fact that a Book-Entry Beneficial Interest in a Specific Purpose Trust is a Special Bond-Type Beneficial Interest as prescribed in Article 230, paragraph (1), item (iii) of the Act on Securitization of Assets, where such is the case
(Application Mutatis Mutandis of Provisions Concerning Company Bonds to Foreign-Issued Bonds)
Article 10-11 (1) The provisions of Article 3 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 69, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 127 of the Act. In this case, the term "Book-Entry Company Bonds (excluding short-term bonds)" in Article 3, item (i) shall be deemed to be replaced with "book-entry foreign-issued bonds (excluding short-term foreign-issued bonds)," the term "company bond administrator" in (b) in the same item shall be deemed to be replaced with "person to whom the management of the right to be indicated on the bond certificates issued by a foreign state or foreign juridical person has been entrusted)," the terms "secured by a mortgage on property pursuant to the provisions of the Secured Bonds Trust Act (Act No. 52 of 1905)" and "the matters listed in each item of Article 26 of the same Act" in (h) of the same item shall be deemed to be replaced with "secured by a mortgage on property" and "the trade name of the trustee company in the trust contract in connection with such trust and the indication in the trust certificate pertaining to such security" respectively, the term "trust company bonds prescribed in Article 2, paragraph (3), item (xvii) of the Ordinance for Enforcement of the Companies Act (Ordinance of the Ministry of Justice No. 12 of 2008)" in (i) of the same item shall be deemed to be replaced with "foreign-issued bonds issued by the trustee of the trust that are issued for the benefit of the trust property," and the term "Book-Entry Company Bonds (limited to short-term company bonds)" in item (ii) of the same Article shall be deemed to be replaced with "book-entry foreign-issued bonds (limited to short-term foreign-issued bonds)."
(2) "Short-term foreign-issued bonds" as set forth in the preceding paragraph shall mean book-entry foreign-issued bonds that satisfy all of the following requirements:
(i) They are issued in Japanese yen.
(ii) The value of each book-entry foreign-issued bond is not less than 100 million yen.
(iii) A fixed due date for redemption of the principal is provided within one year from the day on which the total amount of the book-entry foreign-issued bonds have been paid, and there is no provision for an installment plan.
(iv) There are provisions making the due date for the payment of interest the same date as the due date for the redemption of the principal set forth in the preceding item.
Chapter II-3 Book-Entry of Beneficial Interests in a Trust Issuing a Beneficiary Certificate
(Notice in Cases Where the Trustee is Unable to Identify the Account of the Beneficiary, etc.)
Article 10-12 The cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1) of the Act shall be those in which Book-Entry Beneficial Interests are delivered at the time of the consolidation or splitting of a trust.
(Notifying Party in Cases Where the Trustee is Unable to Identify the Account of the Beneficiary, etc.)
Article 10-13 The party to be specified by an Ordinance of the Competent Ministry as equivalent to the trustee as prescribed in Article 127-6, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in said respective items:
(i) Where Book-Entry Beneficial Interests are delivered at the time of the consolidation of trusts: the trustee of the trust dissolved by the consolidation of trusts
(ii) Where Book-Entry Beneficial Interests are delivered at the time of the splitting of a trust: the trustee of the split trust (meaning a split trust as prescribed in Article 155, paragraph (1), item (vi) of the Trust Act; hereinafter the same shall apply in this Chapter) or the trustee of the former trust in the case of a new trust split
(Recipients of Notice in Cases where the Trustee is Unable to Identify the Account of the Beneficiary, etc.)
Article 10-14 The party who shall be the beneficiary or pledgee to be specified by an Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1) of the Act shall be, depending upon its classification under the following items, as prescribed in said respective items:
(i) Where Book-Entry Beneficial Interests are delivered at the time of consolidation of trusts: the beneficiaries or pledgees of beneficial interests in the trust dissolved by the consolidation of trusts
(ii) Where Book-Entry Beneficial Interests are delivered at the time of the splitting of a trust: the beneficiaries or pledgees of beneficial interests in the former trust in the case of a split trust or new trust split
(iii) In addition to the cases listed in the preceding two items, where the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act with regard to the beneficial interests: the beneficiaries or pledgees of such beneficial interests
(Matters to Be Reported to Beneficiaries, etc.)
Article 10-15 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 127-6, paragraph (1), item (iv) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where Book-Entry Beneficial Interests are delivered at the time of consolidation of a trust: the fact of such delivery
(ii) Where Book-Entry Beneficial Interests are delivered at the time of the splitting of a trust: the fact of such delivery
(iii) In addition to the cases listed in the preceding two items, where the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act with regard to the beneficial interests: the fact of such intention to consent
(Party who May Demand to Open a Special Account, etc.)
Article 10-16 The party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 127-8, paragraph (2) of the Act shall be, depending upon the classification of the case under the following items, the person prescribed in the respective items, or the person's heirs or other general successors:
(i) Where the issuer has given notice as set forth in Article 127-5, paragraph (1) of the Act for Book-Entry Beneficial Interests delivered at the time of consolidation of trusts: persons not described or recorded in the beneficial interests registry who acquired beneficial interests in the trust which ceases to exist as a result of such consolidation of trusts or persons for whom a pledge was created on such beneficial interest prior to such notice
(ii) Where the issuer has delivered notice as set forth in Article 127-5, paragraph (1) of the Act or submitted a book-entry application for Book-Entry Beneficial Interests at the time of the splitting of a trust: persons not described or recorded in the beneficial interest registry who acquired beneficial interests in the former trust in a split trust or new trust split or persons for whom a pledge was created on such beneficial interests prior to such notice or application
(iii) In addition to the cases listed in the preceding two items, where the issuer has given consent as set forth in Article 13, paragraph (1) of the Act: persons not described or recorded in the beneficial interest registry who acquired such beneficial interests or persons for whom a pledge was created on such beneficial interests prior to the time the issuer gives notice pertaining to beneficial interests as set forth in Article 127-5, paragraph (1) of the Act
(Documents to Be Attached to a Demand to Open a Special Account, etc.)
Article 10-17 Documents to be specified by an Ordinance of the Competent Ministry prescribed in Article 127-8, paragraph (2) of the Act shall be the record of settlement stating to the effect that the Participant set forth in the same paragraph shall make the demand set forth in the same paragraph, or other documents having the same effect as that of the court judgment set forth in the same paragraph.
(Cases Where a Demand to Open a Special Account, etc. May Be Made)
Article 10-18 Cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 127-8, paragraph (2) of the Act shall be cases in which the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph and has made the relevant demand by submitting a document certifying its inheritance or another form of general succession by it.
Chapter III Book-Entry of Shares
(Matters to Be Reported to Book-Entry Institutions)
Article 11 Matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act shall be the contents of shares.
(Notice in Cases Where a Company is Unable to Identify the Account of the Shareholder, etc.)
Article 12 Cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act shall be those in which Book-Entry Shares are delivered at the time of a merger, share exchange or share .
(Notifying Party in Cases Where a Company is Unable to Identify the Account of the Shareholder, etc.)
Article 13 The party to be specified by an Ordinance of the Competent Ministry as equivalent to the company prescribed in Article 131, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where Book-Entry Shares are delivered at the time of a merger: the company dissolved by the merger
(ii) Where Book-Entry Shares are delivered at the time of a share exchange: the stock company executing the share exchange
(iii) Where Book-Entry Shares are delivered at the time of a share: the stock company executing the share
(Recipients of Notice in Cases Where the Company is Unable to Identify the Account of the Shareholder, etc.)
Article 14 The party who shall be the shareholder or registered pledgee of shares to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act shall be, depending upon its classifications listed in the following items, those prescribed in the respective items:
(i) Where the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act after the formation of a company in connection with its shares: the shareholders or registered pledgees of such shares
(ii) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of shares subject to call: the shareholders or registered pledgees of shares subject to call
(iii) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of class shares subject to class-wide call: the shareholders or registered pledgees of class shares subject to class-wide call
(iv) Where the issuer allots Book-Entry Shares to shareholders as an allotment of shares without contribution (meaning an allotment of shares without contribution as prescribed in Article 185 of the Companies Act; the same shall apply hereinafter): such shareholders or registered pledgees of the shares of such shareholders
(v) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of share options subject to call (excluding the cases listed in the following items): The holders or registered pledgees of the share options subject to call
(vi) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of company bonds with share options subject to call: the holders or registered pledgees of the share options attached to the company bonds with share options subject call
(vii) Where Book-Entry Shares are delivered at the time of a merger: the following persons:
(a) The shareholders or registered pledgees of shares of the stock company dissolved by the merger
(b) The employees of the membership company dissolved by the merger
(viii) Where Book-Entry Shares are delivered at the time of a share exchange: the shareholders or registered pledgees of shares of the stock company executing the share exchange
(ix) Where Book-Entry Shares are delivered at the time of a share: the shareholders or registered pledgees of shares of the stock company executing the share
(Matters to be Reported to Shareholders, etc.)
Article 15 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in such respective items:
(i) Where the issuer intends to give its consent as set forth in Article 13, paragraph (1) of the Act after the formation of a company in connection with its shares: The fact of such intention
(ii) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of shares subject to call: The fact of such delivery
(iii) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of class shares subject to class-wide call: The fact of such delivery
(iv) Where the issuer allots Book-Entry Shares to shareholders as an allotment of shares without contribution: The fact of such allotment
(v) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): The fact of such delivery
(vi) Where the issuer delivers Book-Entry Shares as consideration for the acquisition of company bonds with share options subject to call: The fact of such delivery
(vii) Where Book-Entry Shares are delivered at the time of a merger, share exchange or share: The fact of such delivery
(Party Who May Demand to Open a Special Account, etc.)
Article 16 The party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act shall be, depending upon the classification of the case under the following items, a person prescribed under such items respectively, or the person's heirs or other general successors:
(i) Where the issuer has given its consent as set forth in Article 13, paragraph (1) of the Act after the formation of a company in connection with its shares: a person who, before the issuer provides notice as set forth in Article 130, paragraph (1) of the Act with regard to such shares, acquired such shares or for whom a pledge was created for such shares, who is not described or recorded in the shareholder registry
(ii) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares delivered as consideration for the acquisition of shares subject to call: a person who, prior to such notice or application, acquired such shares subject to call or for whom a pledge was created on such shares subject to call, who is not described or recorded in the shareholder registry
(iii) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares delivered as consideration for the acquisition of class shares subject to class-wide call: a person who, prior to such notice or application, acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call, who is not described or recorded in the shareholder registry
(iv) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares allotted to shareholders as an allotment of shares without contribution: a person who, prior to such notice or application, acquired shares held by the shareholders who received such allotment or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(v) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): a persons who, prior to such notice or application, acquired such share options subject to call or for whom a pledge was created on such share options subject to call, who is not described or recorded in the share option registry
(vi) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares delivered as consideration for the acquisition of company bonds with share options subject to call: a person who, prior to such notice or application, acquired such company bonds with share options subject to call or for whom a pledge was created on such company bonds with share options subject to call, who is not described or recorded in the share option registry
(vii) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares delivered at the time of a merger: a person who, prior to such notice or application, acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(viii) Where the issuer has given or submitted notice as set forth in Article 130, paragraph (1) of the Act or a book-entry application for Book-Entry Shares delivered at the time of a share exchange: a person who, prior to such notice or application, acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(ix) Where the issuer has given notice as set forth in Article 130, paragraph (1) of the Act for Book-Entry Shares delivered at the time of a share: a person who, prior to such notice, acquired shares of the stock company executing such share or for whom a pledge was created on such shares, who is not described or recorded in the shareholder registry
(Documents to be Attached to a Demand to Open a Special Account, etc.)
Article 17 The documents to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act shall be the record of settlement including language to the effect that the Participant set forth in the same paragraph shall make the demand set forth in the same paragraph, or other documents having the same effect as the court judgment set forth in the same paragraph.
(Cases Where a Demand to Open a Special Account, etc. May be Made)
Article 18 The cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act shall be the following:
(i) Where the acquirer, etc. set forth in Article 133, paragraph (2) of the Act is an heir or other general successor to the Participant set forth in the same paragraph and the acquirer, etc. has made such a demand by submitting a document certifying inheritance or other general succession
(ii) Where the acquirer, etc. set forth in Article 133, paragraph (2) of the Act has made such a demand by submitting a document certifying that such acquirer, etc. acquired the share certificates related to the shares described or recorded in the account of the Participant set forth in Article 133, paragraph (2) of the Act within one year from the day a company issuing share certificates (meaning a company issuing share certificates as prescribed in Article 117, paragraph (6) of the Companies Act) abolished the provisions of its articles of incorporation requiring issuance of share certificates and, prior to the day of such abolishment, such shares, or a pledge, was created on such shares for such acquirer, etc.
(Matters to Be Reported at the Time of a Merger, etc.)
Article 19 Matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act shall be the details of the shares.
(Matters to be Reported in Notice to All Shareholders)
Article 20 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (1) of the Act shall be the following:
(i) The fact that the issuer is a person listed in items (a) to (c) below and the Participant is a person prescribed in said item (a) to (c) where such is the case
(a) Basic broadcasting station operator as prescribed in Article 116, paragraph (1) of the Broadcast Act (Act No. 132 of 1950): A foreign national, etc. as prescribed in the same paragraph
(b) Basic broadcasting station facility provider as prescribed in Article 125, paragraph (1) of the Broadcast Act: A foreign national, etc. as prescribed in the same paragraph
(c) A certified broadcasting holding company as prescribed in Article 161, paragraph (1) of the Broadcast Act: A foreign national, etc. as prescribed in the same paragraph
(ii) The fact that the issuer is a domestic air carrier as prescribed in Article 120-2, paragraph (1) of the Civil Aeronautics Act (Act No. 231 of 1952) or its holding company, etc. as prescribed in the same paragraph, and the Participant is a foreign national, etc. as prescribed in the same paragraph where such is the case
(iii) The fact that the issuer is Nippon Telegraph and Telephone Corporation and the Participant is a person listed in one of the items under Article 6, paragraph (1) of the Act on Nippon Telegraph and Telephone Corporation, etc. (Act No. 85 of 1984) where such is the case
(Request of Special Shareholder)
Article 21 The request prescribed in Article 151, paragraph (2), item (i) of the Act shall be made by a Participant to whom Book-Entry Shares are red as security for its Nearest Upper-Positioned Institution, indicating the individual or business name and address of the person giving notice as set forth in paragraph (1) of the same Article as a shareholder, the number of such Book-Entry Shares, and the matters listed in Article 129, paragraph (3), item (vi) of the Act in relation to the number of such Book-Entry Shares.
(Notice of Registered Pledgee of Shares)
Article 22 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act shall be, in cases where the pledgee set forth in the same paragraph is a re-pledgee and the pledgee who executed the re-pledge is a registered pledgee of shares, the individual or business name and address of such pledgee.
(Notice of Record Date, etc.)
Article 23 (1) In the cases listed in Article 151, paragraph (1), item (i), item (ii) or item (vii) of the Act, the notice prescribed in paragraph (7) of the same Article shall be given at least two weeks before the day prescribed in each such item, or in the case listed in item (iv) of the same paragraph, on the day the issuer set forth in the same item gives the consent set forth in Article 13, paragraph (1) of the Act to the Book-Entry Institution set forth in paragraph (7) of the same Article (or, if such issuer changes the date of the commencement of its business year set forth in the same item, at least two weeks before the date such change takes effect).
(2) The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act shall be the details of the right prescribed in Article 124, paragraph (2) of the Companies Act in the cases listed in paragraph (1), item (i) of the same Article.
(Matters to be Described, etc. in the Shareholder Registry)
Article 24 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act shall be all of the notified matters and the matters indicated pursuant to the provisions of Article 151, paragraph (3) of the Act (including cases where applied mutatis mutandis pursuant to paragraph (8) of the same Article).
(Matters to be Reported to Individual Shareholders)
Article 25 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 154, paragraph (3) of the Act shall be those listed in each item under Article 20.
(Registration of Lost Share Certificates).
Article 26 The persons to be specified by an Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in such items:
(i) Where the registration of a lost share certificate has been cancelled as a result of the application pursuant to the provisions of Article 225, paragraph (1) of the Companies Act: The person who filed such application
(ii) Where the registration of a lost share certificate has been cancelled as a result of the application pursuant to the provisions of Article 226, paragraph (1) of the Companies Act: The registered holder of the shares
(iii) Where one year has elapsed from the day immediately following the day of the registration of the loss of a share certificate (meaning the day of the registration of the loss of a share certificate as prescribed in Article 221, item (iv) of the Companies Act) (excluding cases where the registration of the loss of the share certificate has been cancelled prior to the lapse of such period): The registrant of the lost share certificate.
Chapter IV Book-Entry of Share Options
(Matters to Be Reported to Book-Entry Institution)
Article 27 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 166, paragraph (1), item (ix) of the Act shall be the details of the share options.
(Notice in Cases Where a Company Is Unable to Identify the Account of the Holder of Share Options, etc.)
Article 28 The cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1) of the Act shall be those in which Book-Entry Share Options (in the case of a company split, limited to share options of the stock company executing the company split delivered to the holders of share options; the same shall apply in item (ii) of the following Article, Article 30, item (vii), Article 31, item (vi) and Article 32, item (vii)) are delivered at the time of a merger, company split, share exchange or share .
(Notifying Party in Cases in which a Company is Unable to Identify the Account of the Holder of Share Options, etc.)
Article 29 The party to be specified by an Ordinance of the Competent Ministry as equivalent to the company prescribed in Article 167, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where Book-Entry Share Options are delivered at the time of a merger: The company dissolved by the merger
(ii) Where Book-Entry Share Options are delivered at the time of a company split: The stock company executing the company split
(iii) Where Book-Entry Share Options are delivered at the time of a share exchange: The stock company executing the share exchange
(iv) Where Book-Entry Share Options are delivered at the time of a share: The stock company executing the share
(Recipients of Notice where a Company is Unable to Identify the Account of the Holder of Share Options, etc.)
Article 30 The party who shall be a holder or registered pledgee of share options to be specified by an Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of shares subject to call: The shareholders or registered pledgees of the shares subject to call
(ii) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of class shares subject to class-wide call: The shareholders or registered pledgees of the class shares subject to class-wide call
(iii) Where the issuer allots Book-Entry Share Options to shareholders as an allotment of share options without contribution (meaning an allotment of share options without contribution as prescribed in Article 277 of the Companies Act; the same shall apply hereinafter): Such shareholders or the registered pledgees of the shares of such shareholders
(iv) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): The holders or registered pledgees of the share options subject to call
(v) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of company bonds with share options subject to call: The holders or registered pledgees of the share options attached to the company bonds with share options subject to call
(vi) Where Book-Entry Share Options are delivered at the time of a merger: The following persons:
(a) The shareholders or registered pledgees of shares of the stock company dissolved by the merger
(b) The employees of the membership company dissolved by the merger
(c) The holders or registered pledgees of share options of the stock company dissolved by the merger
(vii) Where Book-Entry Share Options are delivered at the time of a company split: The holders or registered pledgees of share options of the stock company executing the company split
(viii) Where Book-Entry Share Options are delivered at the time of a share exchange: The following persons:
(a) The shareholders or registered pledgees of shares of the stock company executing the share exchange
(b) The holders or registered pledgees of share options of the stock company executing the share exchange
(ix) Where Book-Entry Share Options are delivered at the time of a share: The following persons:
(a) The shareholders or registered pledgees of shares of the stock company executing the share
(b) The holders or registered pledgees of share options of the stock company executing the share
(Matters to be Reported to Holders of Share Options, etc.)
Article 31 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1), item (iv) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of shares subject to call: The fact of such delivery
(ii) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of class shares subject to class-wide call: The fact of such delivery
(iii) Where the issuer allots Book-Entry Share Options to shareholders as an allotment of share options without contribution: The fact of such allotment
(iv) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): The fact of such delivery
(v) Where the issuer delivers Book-Entry Share Options as consideration for the acquisition of company bonds with share options subject to call: The fact of such delivery
(vi) Where Book-Entry Share Options are delivered at the time of a merger, company split, share exchange or share: The fact of such delivery
(Party Who May Demand to Open a Special Account, etc.)
Article 32 The party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act shall be, depending upon the classification of the case under the following items, a person prescribed in the respective items or the person's heirs or other general successors:
(i) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered as consideration for the acquisition of shares subject to call: Persons not described or recorded in the shareholder registry who acquired such shares subject to call or for whom a pledge was created on such shares subject to call prior to such notice or application
(ii) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered as consideration for the acquisition of class shares subject to class-wide call: Persons not described or recorded in the shareholder registry who acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call prior to such notice or application,
(iii) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options allotted to shareholders as an allotment of share options without contribution: Persons not described or recorded in the shareholder registry who acquired shares held by the shareholders who received such allotment of share options without contribution or for whom a pledge was created on such shares prior to such notice or application
(iv) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): Persons not described or recorded in the share option registry who acquired such share options subject to call or for whom a pledge was created on such share options subject to call prior to such notice or application
(v) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered as consideration for the acquisition of company bonds with share options subject to call: Persons not described or recorded in the share option registry who acquired such company bonds with share options subject to call or for whom a pledge was created on such company bonds with share options subject to call prior to such notice or application,
(vi) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered at the time of a merger: The following persons:
(a) Persons not described or recorded in the shareholder registry who acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares prior to such notice or application
(b) Persons not described or recorded in the share option registry who acquired share options of the stock company dissolved by such merger or for whom a pledge was created on such share options prior to such notice or application
(vii) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered at the time of a company split: Persons not described or recorded in the share option registry who acquired share options of the stock company executing such company split or for whom a pledge was created on such share options prior to such notice or application
(viii) Where the issuer has given or submitted a notice as set forth in Article 166, paragraph (1) of the Act or a book-entry application for Book-Entry Share Options delivered at the time of a share exchange, the following persons:
(a) Persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares prior to such notice or application
(b) Persons not described or recorded in the share option registry who acquired share options of the stock company executing such share exchange or for whom a pledge was created on such share options prior to such notice or application
(ix) Where the issuer has given notice as set forth in Article 166, paragraph (1) of the Act for Book-Entry Share Options delivered at the time of a share , the following persons:
(a) The persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share or for whom a pledge was created on such shares prior to such notice
(b) Persons not described or recorded in the share option registry who acquired share options of the stock company executing such share or for whom a pledge was created on such share options prior to such notice
(Documents to be Attached to a Demand to Open a Special Account, etc.)
Article 33 The documents to be specified by an Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act shall be the record of settlement including a statement to the effect that the Participant set forth in the same paragraph shall make the demand set forth in the same paragraph, or other documents having the same effect as the court judgment set forth in the same paragraph.
(Cases in which a Demand to Open a Special Account, etc. May be Made)
Article 34 The cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act shall be those in which the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph and the acquirer, etc. has made such demand by submitting a document certifying the inheritance or other general succession.
(Matters to be Reported in Notice of All Holders of Share Options)
Article 35 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 186, paragraph (1) of the Act shall be those listed in each item under Article 20.
Chapter V Book-Entry of Company Bonds with Share Options
(Matters to be Reported to Book-Entry Institutions)
Article 36 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 195, paragraph (1), item (ix) of the Act shall be those prescribed in Article 3, item (i) and the details of the share options.
(Notice Where a Company is Unable to Identify the Account of the Bondholder of Company Bonds with Share Options, etc.)
Article 37 The cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1) of the Act shall be those in which Book-Entry Company Bonds with Share Options (in the case of a company split, limited to those delivered to the holders of share options attached to the company bonds with share options of the stock company executing the company split; the same shall apply in item (ii) of the following Article, Article 39, item (vii), Article 40, item (vi) and Article 41, item (vii)) are delivered at the time of a merger, company split, share exchange or share .
(Notifying Party Where a Company is Unable to Identify the Account of the Bondholder of Company Bonds with Share Options, etc.)
Article 38 The party to be specified by an Ordinance of the Competent Ministry as equivalent to the company as prescribed in Article 196, paragraph (1) of the Act shall be, depending upon the classification of the case in the following items, as prescribed in the respective items:
(i) Where Book-Entry Company Bonds with Share Options are delivered at the time of a merger: The company dissolved by the merger
(ii) Where Book-Entry Company Bonds with Share Options are delivered at the time of a company split: The stock company executing the company split
(iii) Where Book-Entry Company Bonds with Share Options are delivered at the time of a share exchange: The stock company executing the share exchange
(iv) Where Book-Entry Company Bonds with Share Options are delivered at the time of a share: The stock company executing the share
(Recipients of Notice Where a Company is Unable to Identify the Account of the Bondholder of Company Bonds with Share Options, etc.)
Article 39 The bondholder or registered pledgee of company bonds with share options who is to be a party specified by an Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of shares subject to call: The shareholders or registered pledgees of the shares subject to call
(ii) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of class shares subject to class-wide call: The shareholders or registered pledgees of the class shares subject to class-wide call
(iii) Where the issuer allots Book-Entry Company Bonds with Share Options to shareholders as an allotment of share options without contribution: Such shareholders or the registered pledgees of the shares of such shareholders
(iv) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): The holders or registered pledgees of the share options subject to call
(v) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of company bonds with share options subject to call: The holders or registered pledgees of the share options attached to the company bonds with share options subject to call
(vi) Where Book-Entry Company Bonds with Share Options are delivered at the time of a merger, the following persons:
(a) The shareholders or registered pledgees of shares of the stock company dissolved by the merger
(b) The employees of the membership company dissolved by the merger
(c) The holders or registered pledgees of share options attached to the company bonds with share options of the stock company dissolved by the merger
(vii) Where Book-Entry Company Bonds with Share Options are delivered at the time of a company split: The holders or registered pledgees of share options attached to the company bonds with share options of the stock company executing the company split
(viii) Where Book-Entry Company Bonds with Share Options are delivered at the time of a share exchange, the following persons:
(a) The shareholders or registered pledgees of shares of the stock company executing the share exchange
(b) The holders or registered pledgees of share options attached to the company bonds with share options of the stock company executing the share exchange
(ix) Where Book-Entry Company Bonds with Share Options are delivered at the time of a share , the following persons:
(a) The shareholders or registered pledgees of shares of the stock company executing the share
(b) The holders or registered pledgees of share options attached to the company bonds with share options of the stock company executing the share
(Matters to be Reported to Bondholders of Company Bonds with Share Options, etc.)
Article 40 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 196, paragraph (1), item (iv) of the Act shall be, depending upon the classification of the case under the following items, as prescribed in the respective items:
(i) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of shares subject to call: the fact of such delivery
(ii) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of class shares subject to class-wide call: the fact of such delivery
(iii) Where the issuer allots Book-Entry Company Bonds with Share Options to shareholders as an allotment of share options without contribution: the fact of such allotment
(iv) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): the fact of such delivery
(v) Where the issuer delivers Book-Entry Company Bonds with Share Options as consideration for the acquisition of company bonds with share options subject to call: the fact of such delivery
(vi) Where Book-Entry Company Bonds with Share Options are delivered at the time of a merger, company split, share exchange or share: the fact of such delivery
(Party Who May Demand to Open a Special Account, etc.)
Article 41 The party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 198, paragraph (2) of the Act shall be, depending upon the classification of the case under the following items, a person prescribed in the respective items or the person's heirs or other general successors:
(i) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered as consideration for the acquisition of shares subject to call: Persons not described or recorded in the shareholder registry who acquired such shares subject to call or for whom a pledge was created on such shares subject to call prior to such notice or application
(ii) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered as consideration for the acquisition of class shares subject to class-wide call: Persons not described or recorded in the shareholder registry who acquired such class shares subject to class-wide call or for whom a pledge was created on such class shares subject to class-wide call prior to such notice or application
(iii) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options allotted to shareholders as an allotment of share options without contribution: Persons not described or recorded in the shareholder registry who acquired shares held by the shareholders who receive such an allotment of share options without contribution or for whom a pledge was created on such shares prior to such notice or application
(iv) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered as consideration for the acquisition of share options subject to call (excluding the cases listed in the following item): Persons not described or recorded in the share option registry who acquired such share options subject to call or for whom a pledge was created on such share options subject to call prior to such notice or application
(v) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered as consideration for the acquisition of company bonds with share options subject to call: Persons not described or recorded in the share option registry who acquired such company bonds with share options subject to call or for whom a pledge was created on such company bonds with share options subject to call prior to such notice or application,
(vi) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered at the time of a merger, the following persons:
(a) The persons not described or recorded in the shareholder registry who acquired shares of the stock company dissolved by such merger or for whom a pledge was created on such shares prior to such notice or application
(b) Persons not described or recorded in the share option registry who acquired company bonds with share options of the stock company dissolved by such merger or for whom a pledge was created on such company bonds with share options prior to such notice or application
(vii) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered at the time of a company split: Persons not described or recorded in the share option registry who acquired company bonds with share options of the stock company executing such company split or for whom a pledge was created on such company bonds with share options prior to such notice or application
(viii) Where the issuer has given or submitted a notice as set forth in Article 195, paragraph (1) of the Act or a book-entry application for Book-Entry Company Bonds with Share Options delivered at the time of a share exchange, the following persons:
(a) Persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share exchange or for whom a pledge was created on such shares prior to such notice or application
(b) The persons not described or recorded in the share option registry who acquired company bonds with share options of the stock company executing such share exchange or for whom a pledge was created on such company bonds with share options prior to such notice or application
(ix) Where the issuer has given a notice as set forth in Article 195, paragraph (1) of the Act for Book-Entry Company Bonds with Share Options delivered at the time of a share , the following persons:
(a) Persons not described or recorded in the shareholder registry who acquired shares of the stock company executing such share or for whom a pledge was created on such shares prior to such notice
(b) Persons not described or recorded in the share option registry who acquired company bonds with share options of the stock company executing such share or for whom a pledge was created on such company bonds with share options prior to such notice
(Documents to be Attached to a Demand to Open a Special Account, etc.)
Article 42 The documents to be specified by an Ordinance of the Competent Ministry as prescribed in Article 198, paragraph (2) of the Act shall be the record of settlement including language to the effect that the Participant set forth in the same paragraph shall make the demand set forth in the same paragraph, or other documents having the same effect as the court judgment set forth in the same paragraph.
(Cases in which a Demand to Open a Special Account, etc. May be Made)
Article 43 Cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 198, paragraph (2) of the Act shall be those in which the acquirer, etc. set forth in the same paragraph is an heir or other general successor of the Participant set forth in the same paragraph and the acquirer, etc. has made such demand by submitting a document certifying the inheritance or other general succession.
(Matters to be Reported at the Time of the Exercise of Share Options, etc.)
Article 44 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 202, paragraph (3), item (iii) and Article 203, paragraph (3), item (iv) of the Act shall be the matters prescribed in Article 3, item (i) and the details of share options.
(Matters to be Reported in a Notice to All Bondholders of Company Bonds with Share Options)
Article 45 The matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 218, paragraph (1) of the Act shall be the matters listed in each item under Article 20.
Chapter VI Book-Entry of Investment Equity, etc.
(Application Mutatis Mutandis of Provisions Concerning Shares to Investment Equity)
Article 46 The provisions of Article 11 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 12 shall apply mutatis mutandis to the cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 13 (limited to the portion related to item (i)) shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as equivalent to said investment corporation prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 14 (limited to the portion related to item (i) and item (vii), (a)) shall apply to those who shall be the investor or registered pledgee of investment equity to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 15 (limited to the portion related to item (i) and item (vii)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 228 of the Act, the provisions of Article 16 (limited to the portion related to item (i) and item (vii)) shall apply to the party to be specified by an Ordinance of the Competent Ministry prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 17 shall apply to those to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 18 shall apply to the cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 21 shall apply mutatis mutandis to the request prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 22 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 23, paragraph (1) shall apply mutatis mutandis to the notice prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, the provisions of Article 23, paragraph (2) shall apply to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act, and the provisions of Article 24 shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act. In this case, the terms listed in the middle column of the following table, found in the provisions listed in the left column of said table, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 12|merger, share exchange or share transfer|merger|
|Article 14, item (i) and item (vii), (a)|registered pledgee of (such) shares|registered pledgee of (such) investment units|
|Article 15, item (vii)|merger, share exchange or share transfer|merger|
|Article 16, item (i) and item (vii)|shareholder registry|investors' registry|
|Article 18, item (ii)|the day a company issuing share certificates (which means a company issuing share certificates as prescribed in Article 117, paragraph (6) of the Companies Act) abolished the provisions of its articles of incorporation to the effect that share certificates shall be issued|a certain date set forth in Article 131, paragraph (1), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 228, paragraph (1) of the Act|
||the day of abolishment|a certain date|
|Article 21|number|number of units|
|Article 22|registered pledgee of shares|registered pledgee of investment equity|
|Article 23, paragraph (1)|business year|business period|
|Article 23, paragraph (2)|Companies Act|Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 77-3, paragraph (3) of the Act on Investment Trusts and Investment Corporations|
(Documents to be Attached to a Demand to Open a Special Account, etc.)
Article 46-2 The documents to be specified by an Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 228 of the Act shall be an authenticated copy or a transcript of the decision for invalidation related to investment securities as set forth in Article 159, paragraph (1) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 228 of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares to Preferred Equity Investments by a Cooperative Structured Financial Institution)
Article 47 The provisions of Article 11 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 12 shall apply mutatis mutandis to the cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 13 (limited to the portion related to item (i)) shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as equivalent to said cooperative structured financial institution as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 14 (limited to the portion related to item (i) and item (vii), (a)) shall apply mutatis mutandis to those who shall be the preferred equity investors or registered pledgees of preferred equity investments as prescribed in Article 131, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 15 (limited to the portion related to item (i) and item (vii)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 16 (limited to the portion related to item (i) and item (vii)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 17 shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 18 shall apply mutatis mutandis to the cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 21 shall apply mutatis mutandis to the request prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 22 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 23, paragraph (1) shall apply mutatis mutandis to the notice prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 23, paragraph (2) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, the provisions of Article 24 shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act, and the provisions of Article 26 shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Act. In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 12|merger, share exchange or share transfer|Merger|
|Article 14, item (i) and item (vii)(a)|registered pledgee of (such) shares|registered pledgee of (such) preferred equity investments|
|Article 14, item (i), Article 15, item (i) and Article 16, item (i)|after the formation of a company|after the issuance of preferred equity investments|
|Article 15, item (vii)|merger, share exchange or share transfer|merger|
|Article 16, item (i) and item (vii)|shareholder registry|preferred equity investors' registry|
|Article 18, item (ii)|company issuing share certificate (which means a company issuing share certificate prescribed in Article 117, paragraph (6) of the Companies Act)|cooperative structured financial institution issuing preferred equity investment certificate (which means a cooperative structured financial institution the articles of incorporation of which have provisions to the effect that preferred equity investment certificates representing its preferred equity investments shall be issued)|
|Article 21|number|number of units|
|Article 22|registered pledgee of shares|registered pledgee of preferred equity investments|
|Article 23, paragraph (1)|paragraph (1), item (i), item (ii) or item (vii) of the same Article|paragraph (1), item (i) or item (vii) of the same Article|
|Article 23, paragraph (2)|Companies Act|Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 26 of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution (Act No. 44 of 1993)|
|Article 26, item (i)|Companies Act|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 Structured Financial Institution|
||registration of lost share certificates|registration of lost preferred equity investment certificates (registration of lost preferred equity investment certificates as prescribed in Article 223 of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions; the same shall apply in the following item and item (iii))|
|Article 26, item (ii)|Companies Act|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 Structured Financial Institutions|
||registration of lost share certificate|registration of lost preferred equity investment certificate|
|Article 26, item (iii)|day of registration of loss of share certificate (which means the day of registration of loss of share certificate company issuing share certificate prescribed in Article 221, item (iv) of the Companies Act)|day of registration of loss of preferred equity investment certificate (which means the day of registration of the loss of a preferred equity investment certificate as prescribed in Article 221, item (iv) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions)|
||registration of lost share certificate|registration of lost preferred equity investment certificate|
||registrant of lost share certificate|registrant of lost preferred equity investment certificate (which means the registrant of the lost preferred equity investment certificate prescribed in Article 224, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 31, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions)|
(Application Mutatis Mutandis of Provisions Concerning Shares to Preferred Equity Investments by a Special Purpose Company)
Article 48 The provisions of Article 11 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 130, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 15 (limited to the portion related to item (i)) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 131, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 16 (limited to the portion related to item (i)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 17 shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 18 shall apply mutatis mutandis to the cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 133, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 21 shall apply mutatis mutandis to the request prescribed in Article 151, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 22 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 23, paragraph (1) shall apply mutatis mutandis to the notice prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, the provisions of Article 23, paragraph (2) shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 151, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act, and the provisions of Article 24 shall apply mutatis mutandis to those to be specified by an Ordinance of the Competent Ministry as prescribed in Article 152, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act. In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 15, item (i) and Article 16, item (i)|after the formation of a company|after the issuance of preferred equity investments|
|Article 16, item (i)|shareholder registry|preferred equity partner registry|
|Article 18, item (ii)|the day a company issuing share certificates (a company issuing share certificates as prescribed in Article 117, paragraph (6) of the Companies Act) abolished the provisions of its articles of incorporation to the effect that share certificates shall be issued|a certain date set forth in Article 131, paragraph (1), item (i) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 239 of the Act|
||the day of abolishment|a certain date|
|Article 21|number|number of units|
|Article 22|registered pledgee of shares|registered pledgee of preferred equity investments|
|Article 23, paragraph (2)|Companies Act|Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 28, paragraph (3) of the Act on Securitization of Assets|
(Documents to be Attached to a Demand to Open a Special Account, etc.)
Article 48-2 The documents to be specified by an Ordinance of the Competent Ministry as prescribed in Article 159, paragraph (2) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 239 of the Act shall be an authenticated copy or a transcript of the decision for invalidation related to a preferred equity investment certificate as set forth in Article 159, paragraph (1) of the Act as applied mutatis mutandis by replacing certain terms pursuant to Article 239 of the Act.
(Application Mutatis Mutandis of Provisions Concerning Share Options to Investment Equity Subscription Right)
Article 48-3 The provisions of Article 27 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 166, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 30 (limited to the portion related to item (iii)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as the party who shall be an investment equity subscription right holder or pledgee as prescribed in Article 167, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 31 (limited to the portion related to item (iii)) shall apply mutatis mutandis to the matter to be specified by an Ordinance of the Competent Ministry as prescribed in Article 167, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 32 (limited to the portion related to item (iii)) shall apply mutatis mutandis to the party to be specified by an Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, the provisions of Article 33 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act, and the provisions of Article 34 shall apply mutatis mutandis to the cases to be specified by an Ordinance of the Competent Ministry as prescribed in Article 169, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) of the Act. In this case, the terms listed the middle column of the following table, found in the provisions listed in the left column of said table, shall be deemed to be replaced with the terms listed in the right column of said table.
|Article 30, item (iii)|Allotment of Share Options without Contribution (meaning an Allotment of Share Options without Contribution as prescribed in Article 277 of the Companies Act; the same shall apply hereinafter)|Allotment of Investment Equity Subscription Right without Contribution (meaning an Allotment of Investment Equity Subscription Right without Contribution as prescribed in Article 88-13 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951); the same shall apply hereinafter)|
||registered pledgees|registered pledgees of investment equity|
|Article 31, item (iii)|allotment of share options without contribution|Allotment of Investment Equity Subscription Right without Contribution|
|Article 32, item (iii)|allotment of share options without contribution|Allotment of Investment Equity Subscription Right without Contribution|
||shareholder registry|investors' registry|
(Application Mutatis Mutandis of Provisions Concerning Share Options to Subscription Rights for New Preferred Equity Investments by a Special Purpose Company)
Article 49 The provisions of Article 27 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 166, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 249, paragraph (1) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Company Bonds with Share Options to Convertible Specified Company Bonds by Special Purpose Company)
Article 50 The provisions of Article 36 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 195, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 251, paragraph (1) of the Act. In this case, the tem "Article 3, item (i)" in Article 36 shall be deemed to be replaced with "Article 3, item (i) (excluding (g) and (i))."
(Application Mutatis Mutandis 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 51 The provisions of Article 36 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 195, paragraph (1), item (ix) of the Act as applied mutatis mutandis pursuant to Article 254, paragraph (1) of the Act, and the provisions of Article 44 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 202, paragraph (3), item (iii) and Article 203, paragraph (3), item (iv) of the Act as applied mutatis mutandis pursuant to Article 254, paragraph (1) of the Act. In this case, the term "Article 3, item (i)" in Article 36 and Article 44 shall be deemed to be replaced with "Article 3, item (i) (excluding (g) and (i))."
Chapter VII Book-Entry Resulting from Entity Conversion, etc.
(Application Mutatis Mutandis of Provisions Concerning Shares 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 52 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (1) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares where Book-Entry Shares of a Surviving Bank, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors of a Cooperative Structured Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 53 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (2) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares where Book-Entry Preferred Equity Investments of a Surviving Shinkin Bank, etc. in an Absorption-Type Merger are Delivered to Shareholders of a Bank, etc. Dissolved in an Absorption-Type Merger)
Article 54 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (3) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares where Book-Entry Preferred Equity Investments of a Surviving Cooperative Structured Financial Institution, etc. in an Absorption-Type Merger are Delivered to Preferred Equity Investors of a Cooperative Structured Financial Institution, etc. Dissolved in an Absorption-Type Merger)
Article 55 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 256, paragraph (4) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares where Book-Entry Shares are Delivered to Preferred Equity Investors of a Cooperative Structured Financial Institution that Executes a Conversion Pursuant to the Provisions of Article 4, Item (iii) of the Act on Financial Institutions' Merger and Conversion)
Article 56 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (1) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares 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 Institutions' Merger and Conversion)
Article 57 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 262, paragraph (3) of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares where Book-Entry Shares of a Company Incorporated Through a Consolidation-Type Merger are Delivered to Shareholders of an Insurance Company Dissolved in a Consolidation-Type Merger)
Article 58 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 263 of the Act.
(Application Mutatis Mutandis of Provisions Concerning Shares 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 59 The provisions of Article 19 shall apply mutatis mutandis to the matters to be specified by an Ordinance of the Competent Ministry as prescribed in Article 138, paragraph (1), item (vii) of the Act as applied mutatis mutandis pursuant to Article 270 of the Act.
Chapter VIII Miscellaneous Provisions
(Provision by Electromagnetic Means)
Article 60 (1) The electromagnetic means to be specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice as prescribed in Article 14, item (ii) of the Order for Enforcement of the Act on Book-Entry of Company Bonds, Shares, etc. (Cabinet Order No. 362 of 2002; hereinafter referred to as the "Order") (including cases where applied mutatis mutandis pursuant to Article 16, Article 17, Article 19, Article 21 and Articles 23 to 27 of the Order) shall be a means whereby an electronic data processing system is used to connect a computer used by a Book-Entry Institution and a computer used by a Participant via a telecommunications line that, among those in which information is transmitted and recorded in a file on the computer used by a Participant, is a means of making the contents of information recorded in a file on the computer used by the Book-Entry Institution available to the Participant for inspection via a telecommunications line, and of recording such information in a file on the computer used by the Participant.
(2) The electromagnetic means to be specified by a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice as prescribed in Article 14, item (iii) (including cases where applied mutatis mutandis pursuant to Article 16, Article 17, Article 19, Article 21, and Article 23 to Article 27 of the Order), Article 41 (including cases where applied mutatis mutandis pursuant to Article 60, Article 62 and Article 64 of the Order), Article 50 (including cases where applied mutatis mutandis pursuant to Article 65-2 and Article 66 of the Order) and Article 59 (including cases where applied mutatis mutandis pursuant to Article 67 and Article 69 of the Order) of the Order shall be a means whereby an electronic data processing system is used to connect a computer used by a Book-Entry Institution and a computer used by a recipient of information via a telecommunications line that, among means whereby information is transmitted and recorded in a file on the computer used by a recipient of information, is a means of making the contents of information recorded in a file on the computer used by the Book-Entry Institution available to the recipient of information for inspection, and of recording such information in a file on the computer used by the recipient of information, through the use of an automatic public transmission server (meaning an automatic public transmission server as prescribed in Article 2, paragraph (1), item (ix)-5, (a) of the Copyright Act (Act No. 48 of 1970)) that is connected to the Internet.
(3) The means described in the preceding two paragraphs shall allow a Participant or recipient of information to prepare a written document by outputting the information recorded on the file.
(Interested Persons who may Request Certification of Matters Described or Recorded in a Book-Entry Account Registry)
Article 61 The persons to be specified in a Cabinet Office Ordinance or an Ordinance of the Ministry of Justice as prescribed in Article 84 of the Order shall be the following:
(i) The heir or other general successor of the Participant who holds such account as its own account
(ii) The issuer of Book-Entry Beneficial Interests, Book-Entry Shares, Book-Entry Investment Equity, book-entry preferred equity investments prescribed in Article 234, paragraph (1) of the Act or book-entry preferred equity investments prescribed in Article 237, paragraph (1) of the Act (hereinafter referred to as "Book-Entry Shares, etc." in this Article), which are described or recorded in such account (limited to cases in which such issuer makes a request (hereinafter referred to as a "request for information" in this Article) pursuant to the provisions of Article 277 of the Act exclusively with regard to matters related to such Book-Entry Shares, etc.)
(iii) The acquirer, etc. set forth in Article 127-8, paragraph (2) of the Act (limited to cases in which such acquirer, etc. makes a request for the provision of information exclusively regarding the individual or business name and address of the Participant set forth in the same paragraph and the number of such Book-Entry Beneficial Interests by submitting a document certifying that the acquirer, etc. has acquired such beneficial interests or beneficiary certificates related to beneficial interests described or recorded in the account of the Participant set forth in the same paragraph or that a pledge has been created on such beneficial interests for the acquirer, etc.)
(iv) The acquirer, etc. set forth in Article 133, paragraph (2) of the Act (including cases where applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1) and Article 239, paragraph (1) of the Act; hereinafter the same shall apply in this item) (limited to cases in which such acquirer, etc. makes a request for information exclusively with regard to the individual or business name and address of the Participant set forth in Article 133, paragraph (2) of the Act and the number or number of units of such Book-Entry Shares, etc. by submitting a document certifying that it has acquired share certificates, investment securities, preferred equity investment certificates as prescribed in Article 234, paragraph (1) of the Act or preferred equity investment certificates as prescribed in Article 238, paragraph (1) of the Act related to shares, investment equity, preferred equity investments prescribed in Article 2, paragraph (1), item (xvi) of the Act or preferred equity investments prescribed in item (xvii) of the same paragraph (hereinafter referred to as "shares, etc." in this Article) described or recorded in the account of the Participant as set forth in Article 133, paragraph (2) of the Act or such shares, etc., or that a pledge has been created on such shares, etc. for the acquirer, etc.)
(v) The shareholder, investor, preferred equity investor or preferred equity partner (hereinafter referred to as a "shareholder, etc." in this item) of Book-Entry Shares, etc. described or recorded in the Pledge Column of such account (limited to cases in which such shareholder, etc. makes a request for the provision of information exclusively with regard to matters related to such Book-Entry Shares, etc. of such shareholder, etc.)
(vi) The special shareholder, special investor, special preferred equity investor or special preferred equity partner (hereinafter referred to as a "special shareholder, etc." in this item) of Book-Entry Shares, etc. described or recorded in the Ownership Column of such account (limited to cases in which such special shareholder, etc. makes a request for the provision of information exclusively with regard to matters related to such Book-Entry Shares, etc. in relation to which a request prescribed in Article 151, paragraph (2), item (i) of the Act has been made for such special shareholder, etc.)
(Provision of Specific Personal Information)
Article 62 When a Book-Entry Institution or an Account Management Institution establishes an account for book-entry of shares, or in other cases specified by the Commissioner of the Financial Services Agency as cases in which the provision of Specific Personal Information (meaning Specific Personal Information as prescribed in Article 2, paragraph (8) of the Act on the Use of Numbers to Identify a Specific Individual in the Administrative Procedure (Act No. 27 of 2013); hereinafter the same shall apply in this Article)) is found to be necessary, it shall provide the Specific Personal Information on participants of said Book-Entry Institution or Account Management Institution (limited to information specified by the Commissioner of the Financial Services Agency) to the issuer of company bonds, etc. (including the persons listed in the items of Article 24 of the Order for Enforcement of the Act on the Use of Numbers to Identify a Specific Individual in the Administrative Procedure (Cabinet Order No. 155 of 2014) as those equivalent to such issuer) or other Book-Entry Institution, etc., in accordance with the provisions of the operational rules of a Book-Entry Institution which is the Superior Institution of said Book-Entry Institution or Account Management Institution (including rules on operation of the relevant business, if these Book-Entry Institutions are engaged in the business approved under the proviso to Article 9, paragraph (1) of the Act).