[Name of Law]
Act concerning the Book-entry Transfer of Corporate Bonds and Other Securities[Law No.]
Law No. 75 of 27 June 2001

[Effective Date]
27 June 2001

[Additional clause]
Date of last amendment: Law No. 74 of 1 June 2007

[Text]

Chapter 1. General provisions (Articles 1 and 2)
Chapter 2. Book-entry transfer institutions, etc.
Section 1. Common provisions (Article 3 to Article 7)
Section 2. Business (Article 8 to Article 14)
Section 3. Supervision (Article 15 to Article 24)
Section 4. Merger, split and business transfer (Article 25 to Article 32)
Section 5. Participants’ meetings (Article 33 to Article 39)
Section 6. Dissolution (Article 40 to Article 43)
Section 7. Account management institution (Article 44 to Article 46)
Section 8. Special provisions for when the Bank of Japan conducts book-entry
transfer operations (Article 47 to Article 50)
Chapter 3. Participants’ protection trust
Section 1. Participants’ protection trust contract (Article 51 to Article 57)
Section 2. Payments to beneficiaries (Article 58 to Article 61-2)
Section 3. Contribution (Article 62 to Article 64)
Section 4. Miscellaneous provisions (Articles 65 and 65-2)
Chapter 4. Book-entry transfer of corporate bonds

1Section 1. Common provisions (Articles 66 and 67)
Section 2. Registry of book-entry transfer accounts (Article 68 to Article 72)
Section 3. Effect of book-entry transfer (Article 73 to Article 82)
Section 4. Special provisions of the Companies Act (Article 83 to Article 86-3)
Section 5. Miscellaneous provisions (Article 87)
Chapter 5. Book-entry transfer of government bonds
Section 1. Common provisions (Article 88 to Article 90)
Section 2. Registry of book-entry transfer accounts (Article 91 to Article 97)
Section 3. Effect of book-entry transfer (Article 98 to Article 111)
Section 4. Miscellaneous provisions (Article 112)
Chapter 6. Book-entry transfer of other corporate bonds and other securities
Section 1. Book-entry transfer of municipal bonds (Articles 113 and 114)
Section 2. Book-entry transfer of investment corporation bonds (Article 115 to
Article 116-2)
Section 3. Book-entry transfer of mutual company corporate bonds (Articles
117 and 117-2)
Section 4. Book-entry transfer of specified corporate bonds (Articles 118 and
119)Section 5. Book-entry transfer of special corporation bonds (Article 120)
Section 6. Book-entry transfer of investment trusts and foreign investment
trust beneficiary rights (Article 121)
Section 7. Book-entry transfer of loan trust beneficiary rights (Articles 122
and 123)
Section 8. Book-entry transfer of special purpose trust beneficiary rights(Article 124 to Article 126)
Section 9. Book-entry transfer of foreign bonds (Article 127)
Chapter 7. Miscellaneous provisions (Article 128 to Article 136-2)
Chapter 8. Penal provisions (Article 137 to Article 146)
Supplementary Provisions

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Chapter 1. General Provisions

Article 1. (Purpose)
This Law shall prescribe necessary matters relating to investor protection trusts to protect
bondholders; book-entry transfer institutions conducting book-entry transfer of corporate
bonds and account management institutions; and book-entry transfer of corporate bonds
in order to facilitate the smooth trading of corporate bonds and other securities.

Article 2. (Definitions)(1)

In this Law the term “Corporate Bonds and Other Securities” shall mean thefollowing securities provided, however, that in relation to the securities listed initem (i), items (iv) to (vii) inclusive, and item (xi), except those securities that areredeemed with stock certificates, etc. (referred to as stock certificates, etc.
prescribed in the Law Concerning Central Securities Depository and Book-entry
Transfer of Stock Certificates and Other Securities (Law No. 30 of 1984) Article
2 (1); hereinafter referred to as “Deposit and Book-entry Law”), and in relation to
the securities listed in items (viii) to (x) inclusive, except those securities that areprescribed as a split in the contract or those securities otherwise provided for byother Cabinet Order.
(i)

Corporate bonds (except for bonds with share options; the same shallapply hereinafter);(ii)

Government bonds;(iii)

Municipal bonds;(iv)

Investment corporation bonds as prescribed in the Act on Investment Trustand Investment Corporation (Law No. 198 of 1951);(v)

Corporate bonds of mutual companies as prescribed in the Insurance
Business Law (Law No. 105 of 1995);(vi)

Specified corporate bonds (except convertible specified corporate bonds
and specified corporate bonds with subscription rights for new preferred
equity investment; the same shall apply hereinafter) as prescribed in the
Law Concerning Securitization of Assets (Law No. 105 of 1998);

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(vii)

Rights that should be indicated on bond certificates issued by a juridical
person in accordance with a Special Law (except for the securities listed initem (i), and in items (iv) to the preceding item inclusive; the same shallapply hereinafter);(viii) Investment trusts and beneficiary rights of foreign investment trusts asprescribed in the Law Concerning Investment Trusts and Investment
Companies;(ix)

Loan trust beneficiary rights as prescribed in the Loan Trust Act (Law No.
195 of 1952);(x)

Special purpose trust beneficiary rights as prescribed in the Law
Concerning Securitization of Assets;(xi)

Rights that should be indicated on bond certificates (except for bondcertificates that have the qualities of bonds with share options; the same
shall apply hereinafter) issued by foreign States or foreign juridical
persons.

(2)

In this Law the term “Book-entry Transfer Institution” shall mean a stockcompany that has been designated by the Competent Minister pursuant toparagraph (1) of the next Article.

(3)

In this Law the term “Participant” shall mean a person for whom the Book-entry
Transfer Institution has opened an account for the purposes of book-entry
transfers of Corporate Bonds and Other Securities pursuant to Article 12 (1), or
Article 44 (1) or (2).

(4)

In this Law the term “Account Management Institution” shall mean a person who
has opened an account pursuant to Article 44 (1), or the Book-entry Transfer
Institution in the case provided for in paragraph (2) of the same Article.

(5)

In this Law the term “Book-entry Transfer Institutions, etc.” shall mean Bookentry Transfer Institutions and Account Management Institutions.

(6)

In this Law the term “Closest Higher-Positioned Institution” shall be the Bookentry Transfer Institution, etc. that opened the account for the Participant.

(7)

In this Law the term “Higher-Positioned Institution” shall mean any institution towhich one of the following items applies.

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(i)

The Closest Higher-Positioned Institution;(ii)

The Closest Higher-Positioned Institution of the Closest HigherPositioned Institution;(iii)

The Closest Higher-Positioned Institution that is subject to a HigherPositioned institution pursuant to the preceding item or this item.

(8)

In this Law the term “Closest Lower-Positioned Institution” shall mean the
Account Management Institution for which the Book-entry Transfer Institution,etc. has opened an account pursuant to Article 12 (1), or Article 44 (1) or (2).

(9)

In this Law the term “Lower-Positioned Institution” shall mean any person who issubject to one of the following items.
(i)

The Closest Lower-Positioned Institution;(ii)

The Closest Lower-Positioned Institution of the Closest Lower-Positioned
Institution;(iii)

The Closest Lower-Positioned Institution that is subject to a LowerPositioned institution pursuant to the preceding item or this item.

(10)

In this Law the term “Common Closest Higher-Positioned Institution” shall meana Higher-Positioned Institution common to multiple Participants, where there is
no Lower-Positioned Institution that is a Higher-Positioned Institution common tosuch Participants.

(11)

In this Law the term “Participants’ Protection Trust” shall be a trust establishedpursuant to this Law, aimed at protection of Participants through payments
prescribed in Article 60 to maintain trust in the book-entry transfer of Corporate
Bonds and Other Securities.

Chapter 2. Book-entry Transfer Institutions, Etc.
Section 1. Common provisions

Article 3. (Designation of persons to conduct book-entry transfer business)(1)

In case of a person who meets the following requirements, in accordance with anapplication, the Competent Minister may designate such person to conduct such5business (hereinafter referred to as “Book-entry Transfer Business”) prescribed in
Article 8 (1) pursuant to this Law.
(i)

A stock company that maintains the following institutions.
(a)

A board of directors;(b)

A board of company auditors or committee (Committee asprescribed in the Companies Act (Law No. 86 of 2005) Article 2(xii));(c)(ii)

An accounting auditor;

The applicant is not a person whose designation under this paragraph has
been revoked pursuant to Article 22 (1) where less than five years has
elapsed since the date of such revocation;(iii)

The applicant is not a person who has contravened this Law or the Deposit
and Book-entry Law or equivalent laws and regulations of a foreign State,and has been sentenced to a fine (including sentences of equivalentpunishments under laws and regulations of a foreign State), and theexecution of such punishment has ended and a period of less than five
years has elapsed since the date on which the execution of suchpunishment ceased;(iv)

None of the directors, accounting advisors, auditors, or executive officersof the applicant is subject to any of the following items.
(a)An adult ward or a person under curatorship or a person deemed to
be of a similar nature under the laws and regulations of a foreign
State;(b)

A bankrupt person who has not been reinstated or a person deemed
to be of a similar nature under the laws and regulations of a foreign
State;(c)

A person who has been sentenced to a penalty including or
exceeding imprisonment (including an equivalent penalty under
the laws and regulations of a foreign State) and the execution ofsuch punishment has ended and a period of less than five years has

6elapsed since the date on which the execution of such punishment
ceased;(d)

In case the designation prescribed in this paragraph was cancelledpursuant to Article 22 (1), or in the case the designation prescribedin the Deposit and Book-entry Law Article 3 (1) was cancelledpursuant to the Deposit and Book-entry Law Article 9-2 (1), or in
the case that administrative orders similar to these designations in aforeign State are cancelled pursuant to the provisions of the laws
and regulations of said foreign State that are equivalent to this Lawor the Deposit and Book-entry Law, persons who had been
directors, accounting advisors, auditors, or executive officers ofsuch company (including persons deemed to have the same
capacity of office under laws and regulations of the foreign State;
the same shall apply in sub-item (e)) within thirty days prior to thedate of such cancellation and with respect to which less than five
years has elapsed since the date of such cancellation;(e)Persons who as directors, accounting advisors, auditors, or
executive officers were dismissed from office pursuant to Article
22 (1), or the Deposit and Book-entry Law Article 9-2 (1), or
pursuant to the provisions of the laws and regulations of said
foreign State that are equivalent to this Law or the Deposit andBook-entry Law, and with respect to which less than five years has
elapsed since the date of such dismissal;(f)Persons who contravened the acts prescribed in the preceding item,
the Companies Act, or laws and regulations of a foreign State thatare equivalent to these, or persons who have committed crimes
prescribed in Penal Code (Law No. 45 of 1907) Article 204,
Article 206, Article 208, Article 208-3, Article 222 or Article 247,
crimes prescribed in the Law Concerning the Punishment of Actsof Violence, etc. (Law No. 60 of 1926), or crimes prescribed in the
Law Concerning the Prevention of Illegal Acts by Members of a7

Criminal Organization (Law No. 77 of 1991) Article 46, Article 47,
Article 49 or Article 50, and were sentenced to a fine (including
sentences of equivalent punishments under laws and regulations of
a foreign State), and the execution of such punishment has ended
and a period of less than five years has elapsed since the date on
which the execution of such punishment ceased;(v)

The articles of incorporation and the regulations (hereinafter referred to as
the "Business Regulations") concerning performance of Book-entry
Transfer Business (Except where specifically prescribed in Article 44 (2))
are in compliance with laws and regulations, and in addition, it is deemedthat the applicant is suitable and properly able to perform the Book-entry
Transfer Business pursuant to this Law;(vi)

The applicant has financial basis sufficient to execute the Book-entry
Transfer Business in a sound manner, and in addition, the forecast income
pertaining to the Book-entry Transfer Business is deemed to be favorable;(vii)

The applicant is deemed to have knowledge and experience to execute theBook-entry Transfer Business adequately and properly, and in light of thepersonnel structure of the applicant, to have sufficient social credibility.

(2)

The Competent Minister shall, when he/she has made the designation referred to in
the preceding paragraph, publicly notify the name and location of the head officeand the trade name of the Book-entry Transfer Institution so designated in the
Official Gazette.

Article 4. (Application for Designation)(1)

The person who intends to receive the designation referred to in paragraph (1) of
the preceding article shall submit to the Competent Minister a written application
for designation containing the following items.
(i)

The trade name;(ii)

Amount of stated capital and amount of net assets;(iii)

The name and location of its head office and other business offices;

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(iv)

The names of the directors and auditors (in the case of a company withcommittees, the directors and executive officers);(v)

In the case of a company with accounting advisors, the names of theaccounting advisors;(vi)

In the case the applicant conducts businesses other than Book-entry
Transfer Business, the details of such business.

(2)

The written application for designation shall be accompanied by the following
documents.
(i)Documents pledging that the applicant is subject to the requirements listed
in paragraph (1) (iii) and (iv) of the preceding article;(ii)

The articles of incorporation;(iii)

Certified copy of the company registration;(iv)

Business Regulations;(v)

Balance sheet and profit and loss statement;(vi)Documents detailing the forecast income;(vii)

In addition to the documents listed in each of the preceding items,
documents specified in the applicable Ordinance of the Competent
Ministry.

(3)

In the case referred to in the preceding paragraph, when the articles ofincorporation or the balance sheet has been prepared by electromagnetic record (arecord made by an electronic form, a magnetic form, or any other form notrecognizable to human perception, which is used in information processing bycomputers; the same shall apply hereinafter), or when the profit and loss
statement has been prepared by electromagnetic record in lieu of a document,
electromagnetic records (limited to those specified in the applicable Ordinances of
the Competent Ministry) may accompany the application in lieu of documents.

Article 5. (Amount of Stated Capital)(1)

The amount of stated capital of the Book-entry Transfer Institution shall be thesame or greater than the amount specified in the applicable Cabinet Order.

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(2)

The amount specified in the Cabinet Order referred to in the preceding paragraphshall not be less than five hundred million yen.

(3)

The net assets of the Book-entry Transfer Institution shall be the same or greaterthan the amount specified in the Cabinet Order referred to in paragraph (1).

Article 6. (Change in the Amount of Stated Capital)(1)

When the Book-entry Transfer Institution seeks to reduce such amount of statedcapital, it shall obtain the authorization from the Competent Minister inaccordance with the specification in the applicable Ordinances of the Competent
Ministry.

(2)

When the Book-entry Transfer Institution seeks to increase such amount of statedcapital, it shall submit a notification to the Competent Minister in accordance withthe specification in the applicable Ordinances of the Competent Ministry.

Article 6-2. (Exemption)
The provisions prescribed in the proviso in the Companies Act Article 331 (2) (including
the case as applied mutatis mutandis pursuant to Article 335 (1) of the same Law), Article
332 (2) (including the case as applied mutatis mutandis pursuant to Article 334 (1) of thesame Law), Article 336 (2) and the proviso in Article 402 (5) shall not apply to Bookentry Transfer Institutions.

Article 7. (Obligation to Protect Confidentiality)
A director, accounting advisor (when the accounting advisor is a juridical person, theemployee who should undertake such duty), auditor, executive officer, or official or
persons who perform such duties shall not divulge or misappropriate any secrets learnedin relation to Book-entry Transfer Business.

Section 2. Business

Article 8. (Scope of Business)

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(1)

The Book-entry Transfer Institution shall execute the business in relation to bookentry transfer of Corporate Bonds and Other Securities pursuant to this Law and
its Business Regulations.

(2)

In addition to the Book-entry Transfer Business, the Book-entry Transfer
Institution may conduct custody and book-entry transfer business prescribed in
the Custody and Book-entry Transfer Law, and business (In the following
paragraph and paragraph (1) of the next article referred to as “Custody and Bookentry Transfer Business, etc.”) for which approval has been received pursuant to
the proviso in the Custody and Book-entry Transfer Law Article 4-2 (1).

(3)

In the case the Book-entry Transfer Institution conducts Custody and Book-entry
Transfer Business, etc., the preceding paragraph shall not be construed to exclude
the application of the Custody and Book-entry Transfer Law and the orders based
thereon.

Article 9. (Restrictions on Additional Business)(1)

The Book-entry Transfer Institution shall not conduct businesses other than theBook-entry Transfer Business and the Custody and Book-entry Transfer Business,
etc., provided, however, that this shall not apply to the case where the Book-entry
Transfer Institution has obtained approval from the Competent Minister as
specified in the applicable Ordinance of the Competent Ministry, that finds that
there is no fear of impediment to the ability of such Book-entry Transfer
Institution to suitably and properly perform the Book-entry Transfer Business.

(2)

When the Book-entry Transfer Institution ceases to perform the business forwhich approval was obtained as prescribed in the proviso of the preceding
paragraph, such Book-entry Transfer Institution shall notify the Competent
Minister accordingly, as specified in the applicable Ordinance of the Competent
Ministry.

Article 10. (Partial Consignment of the Book-entry Transfer Business)

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(1)

The Book-entry Transfer Institution may, with the approval from the Competent
Ministry, consign a part of the Book-entry Transfer Business to other persons as
specified in the applicable Ordinance of the Competent Ministry.

(2)

In the contract relating to the partial consignment of the Book-entry Transfer
Business prescribed in the preceding paragraph, the Book-entry Transfer
Institution shall stipulate that the party consigned to the business shall not consign
such business to other persons.

Article 11. (Business Regulations)(1)

In the case of Business Regulations, the Book-entry Transfer Institution shall begoverned by the following matters.
(i)

Matters relating to the Corporate Bonds and Other Securities being
handled;(ii)

Matters relating to Participants’ accounts;(iii)

Matters relating to the entry and record in the registry of book-entry
transfer accounts;(iv)

Matters relating to the performance of the Book-entry Transfer
Institution’s obligations in dealing with Corporate Bonds and Other
Securities being handled, as prescribed in Article 78 (1) (including thecase as applied mutatis mutandis pursuant to Article 113, Article 115,
Article 117, Article 118, Articles 120 to 122 inclusive, Article 124, andArticle 127), Article 103 (1) and Article 107 (1);(v)

The following matters where a Participant is an Account Management
Institution.
(a)Matters relating to the contract between the Account Management
Institution and such Participant;(b)Matters relating to the performance of the Account Management
Institution’s obligations in dealing with Corporate Bonds andOther Securities being handled, as prescribed in Article 79 (1)(including the case as applied mutatis mutandis pursuant to Article
113, Article 115, Article 117, Article 118, Articles 120 to 122

12inclusive, Article 124, and Article 127), Article 104 (1) and Article
108 (1);(c)Matters relating to measures that the Account Management
Institution is subject to in the case of laws and regulations, action
by an administrative authority pursuant to laws and regulations, orcontravention of Business Regulations;(d)Matters relating to the report of an accident by the AccountManagement Institution as prescribed in Article 19;(vi)

Matters relating to the Participants’ meetings prescribed in Article 33;(vii)

In addition to the matters listed in each of the preceding items, mattersnecessary to conduct Book-entry Transfer Business as specified in theapplicable Ordinance of the Competent Ministry.

(2)

In relation to the matters listed in sub-item (v) (a) of the preceding paragraph,each Account Management Institution (except persons listed in Article 44 (1) (xv))
shall in respect of such Participant (except persons listed in the same item,
qualified institutional investors as prescribed in the Securities and Exchange Law(Law No. 25 of 1948) Article 2 (3) (i), and persons prescribed in ordinances of thenational government, local government and others; hereinafter the same shallapply in this paragraph and Chapter 3) also jointly guarantee the entire
performance of the obligations in dealing with the Corporate Bonds and Other
Securities handled by the Higher-Positioned Institution of such Participant (except
those specified in the applicable Ordinances of the Competent Ministry as persons
not hindered by the protection of Participants, even in the case of there being no
guarantee) as prescribed in Article 80 (2) or Article 81 (2) (including the case as
applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article
118, Articles 120 to 122 inclusive, Article 124, and Article 127), Article 105 (2),Article 106 (2), Article 109 (3) or Article 110 (3).

Article 12. (Establishment of Accounts and Preparation of the Registry of Book-entry
Transfer Accounts)

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(1)

Pursuant to their Business Regulations, the Book-entry Transfer Institution shallestablish an account for the purpose of book-entry transfer of Corporate Bonds
and Other Securities for another person in accordance with their proposal.

(2)

The Book-entry Transfer Institution may establish an account for the book-entry
transfer of Corporate Bonds and Other Securities for its own account (hereinafterreferred to as “Institution Account”) for the purposes of performing theobligations of Article 78 (1) and (3) (including the cases where these regulations
are applied mutatis mutandis pursuant to Article 113, Article 115, Article 117,
Article 118, Articles 120 to 122 inclusive, Article 124, and Article 127), Article
103 (1) and (3), and Article 107 (1) and (4).

(3)

The Book-entry Transfer Institution shall prepare the registry of book-entry
transfer accounts.

Article 13. (Consent of Issuer)(1)

The Book-entry Transfer Institution shall not handle Corporate Bonds and Other
Securities without the consent of the issuer in respect of such Book-entry Transfer
Institution.

(2)

In the case referred to in the preceding paragraph, when an issuer has given
consent to one Book-entry Transfer Institution in relation to specified types ofCorporate Bonds and Other Securities, it shall give consent to other Book-entry
Transfer Institutions in relation to such Corporate Bonds and Other Securities.

Article 14. (Prohibition Against Discrimination)
The Book-entry Transfer Institution shall not unfairly discriminate against specific
Participants or issuers.

Section 3. Supervision

Article 15. (Creation and Preservation of Books and Documents)

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The Book-entry Transfer Institution shall create and preserve books and documents andother records relating to its business, as specified in the applicable Ordinance of theCompetent Ministry.

Article 16. (Submission of Written Reports on Business and Property)(1)

The Book-entry Transfer Institution shall create written reports on its businessand property for each business year, and submit them to the Competent Minister.

(2)

The matters to be entered into the written report referred to in the preceding
paragraph, the date of submission, and other necessary matters shall be specified
in the applicable Ordinance of the Competent Ministry.

Article 17. (Change in the Articles of Incorporation or Business Regulations)
Changes in the articles of incorporation or the Business Regulations of the Book-entry
Transfer Institution shall not take effect without the approval of the Competent Minister.

Article 18. (Notification of Trade Name Change)(1)

When there is a change in a matter listed in Article 4 (1) (i) and (iii) to (v)inclusive, the Book-entry Transfer Institution shall notify the Competent Ministerof such change and the documents listed in paragraph (2) (i) and (iii) of the same
Article as specified in the applicable Ordinance of the Competent Ministry.

(2)

The Competent Minister shall, when having received notice of a change of tradename or location of the head office of the Book-entry Transfer Institution
pursuant to the preceding paragraph, announce such change in the Official
Gazette.

Article 19. (Reporting an Accident)
Where there has been an accident in the case of Article 78 (1) (including the cases asapplied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118,
Articles 120 to 122 inclusive, Article 124, and Article 127), Article 103 (1) or Article 107(1) or as prescribed in other Ordinances of the Competent Ministry, or in relation to such
Account Management Institution there has been accident in the case of Article 79 (1)15(including the cases as applied mutatis mutandis pursuant to Article 113, Article 115,
Article 117, Article 118, Articles 120 to 122 inclusive, Article 124, and Article 127),
Article 104 (1) or Article 108 (1) or as prescribed in other Ordinances of the Competent
Ministry, the Book-entry Transfer Institution shall notify the Competent Minister of such
accident, as specified in the applicable Ordinance of the Competent Ministry.

Article 20. (Reports and inspections)(1)

When the Competent Minister finds something is necessary for suitable andproper performance of the Book-entry Transfer Business, the Competent Ministermay order the Book-entry Transfer Institution to report on such business orproperty, or submit materials, or cause an official of such Competent Ministry toenter the business office of the Book-entry Transfer Institution to inspect thebusiness or the state of the property, or books and documents and other items, orquestion the people concerned.

(2)

The official who conducts an on-site inspection pursuant to the preceding
paragraph shall carry proof of identity and produce it to the relevant person.

(3)

The authority to conduct the on-site inspection prescribed paragraph (1) shall not
be construed to be granted for criminal investigations.

Article 21. (Business Improvement Order)
When the Competent Minister finds something is necessary for suitable and proper
performance of the Book-entry Transfer Business, the Competent Minister may order theBook-entry Transfer Institution to undertake the necessary measures to improve themanagement of the business and state of the property, to the extent necessary.

Article 22. (Revocation of Designation)(1)

When the Book-entry Transfer Institution is subject to any of the following items,
the Competent Minister may revoke the designation given under Article 3 (1) or
the approval given under the proviso of Article 9 (1), and order that all or part ofsuch business cease within a period of six months, or order the removal of suchdirectors, accounting advisors, auditors, or executive officers.

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(i)

When no longer meeting the requirements listed in Article 3 (1) (iii) or
(iv);

(ii)

When it is proven that any of the items in Article 3 (1) was not met at thetime the designation was given under Article 3 (1);(iii)

When it is proven that the designation given under Article 3 (1) was given
through wrongful means;(iv)

When it is proven that there is contravention of this Law, or orders basedon this Law, or action based thereon.

(2)

When the designation given under Article 3 (1) is revoked pursuant to thepreceding paragraph, the Competent Minister shall announce such revocation in
the Official Gazette.

Article 23. (Business Transfer Order)(1)

When the Book-entry Transfer Institution is subject to any of the following items,
the Competent Minister may order the Book-entry Transfer Business (except
where specifically prescribed in Article 44 (2); hereinafter the same shall apply
until Article 42) to be transferred to another stock company.
(i)When the designation given under Article 3 (1) is revoked as prescribed inparagraph (1) of the preceding Article;(ii)

When the Book-entry Transfer Business is abolished;(iii)

When dissolved (including when the verdict to void the incorporation,
merger, or incorporation-type split becomes final and binding);(iv)

When it is deemed likely that payment of debts on the due date shall not
be possible without being an extreme obstacle to the continued
performance of Book-entry Transfer Business, or facts that would cause
the commencement of bankruptcy proceedings are feared.

Article 24. (Special Provisions Relating to Special Resolutions at a Shareholders Meeting
Due to a Business Transfer Order)(1)

Notwithstanding the Companies Act Article 309 (2) and Article 324 (2), a Bookentry Transfer Institution that has received an order prescribed in the preceding17Article (referred to as a “Specified Book-entry Transfer Institution” in thefollowing paragraph) may provisionally approve resolutions prescribed in the
Companies Act Article 322 (1), Article 466, Article 467 (1), Article 783 (1) or
Article 795 (1) (in the case of resolutions prescribed in the Companies Act Article
783 (1), it excludes resolutions at a shareholders meeting referred to in the
Companies Act Article 309 (3) (ii)), if at least two thirds majority of the voting
rights of the shareholders present are in favor.
(2)

Notwithstanding the Companies Act Article 309 (3), a Specified Book-entry
Transfer Institution may provisionally approve resolutions made at a shareholders
meeting referred to in the Companies Act Article 309 (3) (ii) if there is a majorityof shareholders in attendance and at least two thirds majority of the voting rightsof the shareholders present are in favor.

(3)

Where provisional resolutions are made at the General Meeting of Shareholders
pursuant to paragraph (1) (hereinafter referred to as "Provisional Resolutions" inthis paragraph and in the next paragraph), each shareholder shall be notified of thegist of such Provisional Resolutions and another Shareholders meeting convened
within one month from the date of such Provisional Resolutions.

(4)

Where Provisional Resolutions are approved at the General Meeting of
Shareholders referred to in the preceding paragraph, by the majority prescribed inparagraph (1), the resolutions pertaining to the matters under such Provisional
Resolutions shall be deemed to have been passed at the time of such approval.

(5)

The preceding two paragraphs shall apply mutatis mutandis where there was a
Provisional Resolution pursuant to paragraph (2). In this case, the term“paragraph (1)” in the preceding paragraph shall be deemed to be replaced with“paragraph (2)”.

Section 4. Merger, Split and Business Transfer

Article 25. (Authorization of Specified Merger)

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(1)

The merger of all or part of a Book-entry Transfer Institution (limited to the stockcompany surviving after the merger or the stock company established through themerger conducting Book-entry Transfer Business; hereinafter referred to as the"Specified Merger" in this Article and the next Article) shall not take effectwithout the authorization of the Competent Minister.

(2)

A Book-entry Transfer Institution that wishes to obtain the authorization referred
to in the preceding paragraph shall submit to the Competent Minister a written
application for authorization of merger containing the matters specified in theitems listed in Article 4 (1) in relation to the stock company surviving after theSpecified Merger or the stock company established through the Specified Merger(hereinafter referred to as the “Post Specified Merger Book-entry Transfer
Institution” in this Article).

(3)

The application for authorization of merger shall include details of the merger
agreement and be accompanied by documentary records or electromagnetic
records (limited to those prescribed in the applicable Ordinances of theCompetent Ministry; hereinafter the same shall apply in this paragraph) and otherdocuments or electromagnetic records as specified in the applicable Ordinance of
the Competent Ministry.

(4)

In the case of an application for authorization under paragraph (1), the Competent
Minister shall examine whether or not such application complies with thefollowing criteria.
(i)

The Post Specified Merger Book-entry Transfer Institution is subject tothe requirements listed in each item of Article 3 (1);(ii)

There is a clear expectation that the succession of the Book-entry Transfer
Business shall proceed smoothly and appropriately.

(5)

The Post Specified Merger Book-entry Transfer Institution (except in the casewhere the Book-entry Transfer Institution is the stock company surviving after theSpecified Merger) is deemed to have been given the designation prescribed in
Article 3 (1) at the time of the Specified Merger.

(6)

The Post Specified Merger Book-entry Transfer Institution shall assume the rights
and obligations relating to the business of the Book-entry Transfer Institution that19

becomes extinct through the Specified Merger, based on the authorization andother action of the administrative authority.

Article 26. (Participants’ Approval of a Specified Merger)
When undertaking a Specified Merger, the Book-entry Transfer Institution shall in
addition to approval at a shareholders meeting under the Companies Act Article 783 (1),Article 795 (1), or Article 804 (1), obtain the approval of such Participants.

Article 27. (Authorization of an Incorporation-type Split)(1)

An incorporation-type split where the Book-entry Transfer Institution causes the
newly established stock company to succeed to all or part of the Book-entry
Transfer Business (hereinafter referred to simply as “Incorporation-type Split” inthis Article and the next Article) shall not take effect without the authorization of
the Competent Minister.

(2)

A Book-entry Transfer Institution that wishes to obtain the authorization referred
to in the preceding paragraph shall submit to the Competent Minister a written
application for authorization of an Incorporation-type Split containing thefollowing items in relation to the stock company to be established through the
Incorporation-type Split (hereinafter referred to as the “Established Company” inthis Article).
(i)

Matters listed in each item of Article 4 (1);(ii)

The Book-entry Transfer Business to be assumed by the EstablishedCompany.

(3)

The written application for authorization of an Incorporation-type Split shall
include details of the plan for the Incorporation-type Split and be accompanied bydocumentary records or electromagnetic records (limited to those specified in theapplicable Ordinance of the Competent Ministry; hereinafter the same shall apply
in this paragraph) and other documents or electromagnetic records prescribed in
the Ordinance of the Competent Minister.

20

(4)

In the case of an application for authorization under paragraph (1), the Competent
Minister shall examine whether or not such application complies with thefollowing criteria.
(i)

The Established Company is subject to the requirements listed in Article 3(1) (i) and (iv) to (vii) inclusive;(ii)

There is a clear expectation that the succession of the Book-entry Transfer
Business shall proceed smoothly and appropriately.

(5)

The Established Company shall be deemed to have been given the designation
under Article 3 (1) at the time of the Incorporation-type Split.

(6)

The Established Company shall assume the rights and obligations relating to thebusiness of the Book-entry Transfer Institution that is subject to the
Incorporation-type Split, based on the authorization and other action of theadministrative authority.

Article 28. (Participants’ Approval of an Incorporation-type Split)
When undertaking an Incorporation-type Split, the Book-entry Transfer Institution shallin addition to approval at a shareholders meeting under the Companies Act Article 804(1), obtain the approval of such Participants.

Article 29. (Authorization of an Absorption-type Split)(1)

An absorption-type split where the Book-entry Transfer Institution causes anotherstock company to succeed to all or part of the Book-entry Transfer Business(hereinafter referred to simply as “Absorption-type Split” in this Article and thenext Article) shall not take effect without the authorization of the Competent
Minister.

(2)

A Book-entry Transfer Institution that wishes to obtain the authorization referred
to in the preceding paragraph shall submit to the Competent Minister a written
application for authorization of an Absorption-type Split containing the following
items in relation to the stock company that is to succeed to all or part of the Bookentry Transfer Business through the Absorption-type Split (hereinafter referred toas the “Successor Company” in this Article).

21

(i) Matters listed in each item of Article 4 (1);(ii) The Book-entry Transfer Business to be assumed by the Successor Company.
(3)

The written application for authorization of an Absorption-type Split shall include
details of the plan for the Absorption-type Split and be accompanied bydocumentary records or electromagnetic records (limited to those specified in theapplicable Ordinance of the Competent Ministry; hereinafter the same shall apply
in this paragraph) and other documents or electromagnetic records as specified in
the applicable Ordinance of the Competent Minister.

(4)

In the case of an application for authorization under paragraph (1), the Competent
Minister shall examine whether or not such application complies with thefollowing criteria.
(i)

The Successor Company is subject to the requirements listed in each itemof Article 3 (1);(ii)

There is a clear expectation that the succession of the Book-entry Transfer
Business shall proceed smoothly and appropriately.

(5)

The Successor Company (except where the Book-entry Transfer Institution is the
Successor Company) shall be deemed to have been given the designation under
Article 3 (1) at the time of the Absorption-type Split.

(6)

The Successor Company shall assume the rights and obligations relating to thebusiness of the Book-entry Transfer Institution that is subject to the Absorptiontype Split, based on the authorization and other action of the administrative
authority.

Article 30. (Participants’ Approval of an Absorption-type Split)
When undertaking an Absorption-type Split, the Book-entry Transfer Institution shall in
addition to approval at a shareholders meeting under the Companies Act Article 783 (1)or Article 795 (1), obtain the approval of such Participants.

Article 31. (Authorization of Business Transfer)(1)

The transfer of all or part of the Book-entry Transfer Business by the Book-entry
Transfer Institution to another stock company (hereinafter referred to as “Business

22

Transfer” in this Article and the next Article) shall not take effect without theauthorization of the Competent Minister.
(2)

A Book-entry Transfer Institution that wishes to obtain the authorization referred
to in the preceding paragraph shall submit to the Competent Minister a written
application for authorization of Business Transfer containing the following items
in relation to the stock company that is to be the transferee of all or part of theBook-entry Transfer Business through the Business Transfer (hereinafter referred
to as the “Transferee Company” in this Article).
(i) Matters listed in each item of Article 4 (1);(ii) The Book-entry Transfer Business to be assumed by the Transferee Company.

(3)

The written application for authorization of a Business Transfer shall include
details of the transfer contract and be accompanied by documentary records orelectromagnetic records (limited to those specified in the applicable Ordinance of
the Competent Ministry; hereinafter the same shall apply in this paragraph) andother documents or electromagnetic records prescribed in the Ordinance of theCompetent Minister.

(4)

In the case of an application for authorization under paragraph (1), the Competent
Minister shall examine whether or not such application complies with thefollowing criteria.
(i)

The Transferee Company is subject to the requirements listed in each itemof Article 3 (1);(ii)

There is a clear expectation that the succession of the Book-entry Transfer
Business shall proceed smoothly and appropriately.

(5)

The Transferee Company (except where the Book-entry Transfer Institution is theTransferee Company) shall be deemed to have been given the designation under
Article 3 (1) at the time of the Business Transfer.

(6)

The Transferee Company shall assume the rights and obligations relating to thebusiness of the Book-entry Transfer Institution that is subject to the BusinessTransfer, based on the authorization and other action of the administrative
authority and assume the rights and obligations pertaining to the consent of theissuer under Article 13 (1).

23

(7)

The accounts of Participants established by the Book-entry Transfer Institutionthat has undertaken a Business Transfer shall be deemed to be accounts ofParticipants established by the Transferee Company.

Article 32. (Participants’ Approval of Business Transfer)
When undertaking a Business Transfer, the Book-entry Transfer Institution shall in
addition to the approval at a shareholders meeting under the Companies Act Article 467(1), obtain the approval of such Participants.

Section 5. Participants’ Meetings

Article 33. (Matters for Resolution)
The approval of Article 26, Article 28, Article 30 and the preceding paragraph by theParticipants shall be by resolution at a meeting of Participants (hereinafter referred to as
the “Participants’ Meeting”).

Article 34. (Persons with Right to Convene a Meeting)(1)

A Participants’ Meeting shall be convened by the Book-entry Transfer Institution.

(2)

To convene a Participants’ Meeting, a convocation notice in written form shall be
issued no later than two weeks prior to the date of such meeting.

(3)

With the consent of the Participants, the Book-entry Transfer Institution may,pursuant to the specification in the applicable Ordinance of the Competent
Ministry, issue a notice by electromagnetic means (a method using electronic
information processing system or other types of information communication
technology that is prescribed in the Ordinance of the Competent Ministry; thesame shall apply hereinafter) instead of the notice in written form prescribed in
the previous paragraph. In this case, the notice shall be deemed to have been
issued as prescribed in the same paragraph.

(4)

The purpose of the meeting and the points of the proposal shall be entered orrecorded in the notice referred to in the preceding two paragraphs.

24Article 35. (Participants’ Voting Rights)
Except as prescribed otherwise in the Business Regulations, the voting rights of theParticipants shall be deemed equal.

Article 36. (Exercising Voting Rights through Electromagnetic Means)(1)Participants who do not attend the Participants’ Meeting may exercise their voting
rights through electromagnetic means based on the Business Regulations.

(2)

In the case of a notice as prescribed in Article 34 (2), the Book-entry Transfer
Institution shall deliver documents containing the details of items specified in theapplicable Ordinance of the Competent Minister as a matter required as areference in relation to the exercise of voting rights by electromagnetic means.

(3)

When notice by electromagnetic means prescribed in Article 34 (3) is given to theParticipants that gave approval under the same paragraph, the Book-entry
Transfer Institution may provide the information necessary to be contained in the
documents referred to in the preceding paragraph by electromagnetic means
together with such notice, provided, however, that when there is a request from a
Participant the documents referred to in that same paragraph shall be delivered tosuch Participant.

(4)

The Companies Act Article 302 (3) and (4), and Article 312, shall apply mutatis
mutandis to the execution of voting rights by electromagnetic means underparagraph (1) pertaining to a Participants’ Meeting. In this case, in those
provisions the term “Article 299 (3)” shall be deemed to be replaced with “ActConcerning the Book-entry Transfer of Corporate Bonds and Other Securities
Article 34 (3)”, the phrase “Ordinance of the Ministry of Justice” shall be deemed
to be replaced with “Ordinance of the Competent Ministry”, the phrase “thematters to be specified in the Voting Forms” shall be deemed to be replaced with“matters prescribed in the Ordinance of the Competent Ministry as the mattersnecessary to exercise the voting rights of Participants”, the term “Stock
Company” shall be deemed to be replaced with “Book-entry Transfer Institution”;
and in Article 302 (3) of the same Law the phrase “In the case provided for in25

paragraph (1) ….. the directors shall” shall be deemed to be replaced with “TheBook-entry Transfer Institution shall”; and in paragraph (4) of the same Article
the phrase “In the case provided for in paragraph (1) ….. the directors shall” shallbe deemed to be replaced with “The Book-entry Transfer Institution”; and in
Article 312 (1) of the same Law the term “Cabinet Order” shall be deemed to be
replaced with “Ordinance of the Competent Ministry”.

Article 37. (Method of Resolution)
The resolution of a Participants’ Meeting shall be made by a majority of the votes of theParticipants in attendance.

Article 38. (Deemed Assent)(1)

When a Participant does not attend the Participants’ Meeting and does not
exercise his or her voting right, the Book-entry Transfer Institution may inaccordance with the Business Regulations deem such Participant to agree with aproposal submitted to such Participants’ Meeting.

(2)

The Book-entry Transfer Institution prescribed in the preceding paragraph shallenter or record such provisions in the notice prescribed in Article 34 (2).

(3)

The number of voting rights of a Participant deemed to have agreed to a proposal
for resolution based on the provisions of paragraph (1) shall be included in thenumber of voting rights of Participants in attendance.

Article 39. (Mutatis Mutandis application of the Companies Act to the Participants’Meeting)
The Companies Act Article 310 (1) to (4) inclusive, Article 314, Article 315, Article 317,
Article 729 (2), Articles 731 to 735 inclusive, Article 742 (1), Article 868 (3), Article 870(limited to the section pertaining to item (x)), Article 871 main clause, Article 872(limited to the section pertaining to item (iv)), Article 873 main clause, Article 875, andArticle 876 shall apply mutatis mutandis to the Participants’ Meeting. In this case, in
those provisions the terms “Stock Company” and “Bond-issuing Company” shall bedeemed to be replaced with “Book-entry Transfer Institution”, and the phrase “Ordinance26

of the Ministry of Justice” shall be deemed to be replaced with “Ordinance of theCompetent Ministry”; and in Article 310 (3) of the same Law the term “Cabinet Order”
shall be deemed to be replaced with “Ordinance of the Competent Ministry”; and inparagraph (4) of the same Article the term “Article 299 (3)” shall be deemed to be
replaced with “Act Concerning the Book-entry Transfer of Corporate Bonds and Other
Securities Article 34 (3)”; and in Article 314 of the same Law the phrase “director, an
accounting advisor, a company auditor or an executive officer” shall be deemed to be
replaced with “Book-entry Transfer Institution”; and in Article 317 of the same Law thephrase “Article 298 and Article 299” shall be deemed to be replaced with “ActConcerning the Book-entry Transfer of Corporate Bonds and Other Securities Article 34(2) to (4) inclusive”; and in Article 729 (2) of the same Law the phrase “Bondholders orConvenors” shall be deemed to be replaced with “Participants’ Meeting”; and in Article
731 (3) of the same Law the phrase “The bond administrator and bondholders” shall bedeemed to be replaced with “Participants”; in Article 733 (i) of the same Law the phrase“the matters entered or recorded in materials used for explaining the business of suchbond-issuing Company or other matters regarding the solicitation in Article 676” shall bedeemed to be replaced with “Business Regulations”, and in Article 868 (3) of the same
Law the phrase “the Company that issued the Bonds” shall be deemed to be replaced with“Book-entry Transfer Institution”.

Section 6. Dissolution

Article 40. (Authorization of Dissolution)
The matters listed below shall not take effect without the authorization of the Competent
Minister.
(i)

Shareholders’ meeting resolutions in relation to the dissolution of theBook-entry Transfer Institution;(ii)

Merger of all or part of the Book-entry Transfer Institution with the party
concerned (limited to cases where the stock company surviving after the27

merger or the stock company established through the merger will not
conduct Book-entry Transfer Business).

Article 41. (Loss of Effect of Designation)(1)

When the Book-entry Transfer Institution is subject to any of the following items,
the designation given under Article 3 (1) shall lose its effect.
(i)

When the Book-entry Transfer Business is abolished;(ii)

When dissolved (including cases where the judgment to void theincorporation, merger and Incorporation-type Split is final and binding).

(2)

When the designation loses its effect pursuant to the preceding paragraph, theperson who was such Book-entry Transfer Institution or the general successor(limited to persons who assumed the obligations and rights of the Book-entry
Transfer Institution that became extinct through a merger and that do not conduct
Book-entry Transfer Business; the same shall apply in the following Article) shallnotify the Competent Minister to that effect, as specified in the applicable
Ordinance of the Competent Ministry.

(3)

The Competent Minister shall, when having received notice of pursuant to thepreceding paragraph, announce the same in the Official Gazette.

Article 42. (Deemed Book-entry Transfer Institution where the Designation is Cancelled)
Where the designation given to the Book-entry Transfer Institution under Article 3 (1) is
revoked as prescribed in Article 22 (1), or the designation given to the Book-entry
Transfer Institution under Article 3 (1) loses its effect pursuant to paragraph (1) of thepreceding Article, the person who was such Book-entry Transfer Institution or thegeneral successor shall promptly conclude the Book-entry Transfer Business undertaken
by such Book-entry Transfer Institution. In this case, the person who was such Bookentry Transfer Institution or the general successor shall be deemed the Book-entry
Transfer Institution within the scope of concluding such Book-entry Transfer Business.

Article 43. (Opinion of the Competent Minister in relation to Liquidation Proceedings)

28

(1)

A court may seek the opinion of or request an inspection or investigation by theCompetent Minister in relation to the liquidation proceedings, bankruptcy
proceedings, rehabilitation proceedings, reorganization proceedings, orrecognition and assistance proceedings of the Book-entry Transfer Institution.

(2)

The Competent Minister may, when it is deemed necessary, express his or her
opinion to the court in relation to the proceedings prescribed in the preceding
paragraph.

(3)

Article 20 shall apply mutatis mutandis pursuant to the case where the Competent
Minister is asked to carry out the inspection or investigation pursuant to paragraph(1).

Section 7. Account Management Institution

Article 44. (Establishing an Account with an Account Management Institution)(1)

The persons listed below may open an account for book-entry transfer ofCorporate Bonds and Other Securities for another party on application pursuant tothis Law, and the Business Regulations of the Book-entry Transfer Institution. In
this case, an account shall be established to facilitate the book-entry transfer ofCorporate Bonds and Other Securities from such Book-entry Transfer Institution
and other Account Management Institutions pertaining to such Book-entry
Transfer Institution (except persons specified in the applicable Ordinance of theCompetent Ministry).
(i)

Securities companies prescribed in the Securities and Exchange Law
Article 2 (9);(ii)

Foreign securities companies prescribed in the Act on Foreign Securities
Companies (Law No. 5 of 1971) Article 2 (ii);(iii)

Banks prescribed in Banking Act (Law No. 59 of 1981) (including
branches licensed by the Prime Minister under Article 4 (1) of the same
Law pursuant to Article 47 (1) of the same Law) Article 2 (1);

29

(iv)

Long-term credit banks prescribed in the Long-Term Credit Bank Law(Law No. 187 of 1952) Article 2;(v)

Trust companies;(vi)

The Norinchukin Bank;(vii)

The Shoko Chukin Bank;(viii) Agricultural cooperative associations and federations of agricultural
cooperative associations that conduct business under the Agricultural
Cooperative Associations Law (Law No. 132 of 1947) Article 10 (1) (iii);(ix)

Fishery cooperatives that conduct business under the Fishery Cooperative
Law (Law No. 242 of 1948) Article 11 (1) (iv), and federations of fisherycooperatives that conduct business under Article 87 (1) (iv) of the same
Law, as well as marine products processing industries cooperatives that
conduct business under Article 93 (1) (ii) of the same Law, andfederations of marine products processing industries cooperatives that
conduct business under Article 97 (1) (ii) of the same Law;(x)Federations of credit cooperatives that conduct business under the Law for
the Cooperative Association of Small and Medium Enterprises (Law No.
181 of 1949) Article 9-9 (1) (i);(xi)

Shinkin banks and joint associations of Shinkin banks;(xii)

Labour banks and joint associations of Labour banks;(xiii) Japan Post Corporation;(xiv)

Persons other than those listed in the preceding items that are approved to
conduct Book-entry Transfer Business of Corporate Bonds and Other
Securities for other persons as a business under Japanese laws andregulations as specified in the applicable Ordinance of the Competent
Ministry;(xv)

Persons who manage other persons’ Corporate Bonds and Other Securities
or rights that a similar to Corporate Bonds and Other Securities in aforeign State where such persons have been licensed, registered or othersimilar treatment in such foreign State pursuant to the laws and regulations30

of such foreign State, who have been designated by the Competent
Minister.
(2)

If an account for book-entry transfer of Corporate Bonds and Other Securities foranother party on application pursuant to the Business Regulations of anotherBook-entry Transfer Institution is opened, the Book-entry Transfer Institution
shall establish an account to facilitate the book-entry transfer of Corporate Bonds
and Other Securities from such other Book-entry Transfer Institution or suchother Account Management Institutions pertaining to the Book-entry Transfer
Institution (except persons specified in the applicable Ordinance of the Competent
Ministry).

Article 45. (Business of Account Management Institution)(1)

The Account Management Institution shall conduct its Book-entry Business as an
Account Management Institution pursuant to this Law and the Business
Regulations of the Book-entry Transfer Institution that is a Higher-Positioned
Institution.

(2)

The Account Management Institution shall prepare the registry of book-entry
transfer accounts.

Article 46. (Mutatis Mutandis)
Article 14 shall apply mutatis mutandis to the Account Management Institution.

Section 8. Special Provisions for When the Bank of Japan conducts Book-entry Transfer
Business

Article 47. (Special Provisions concerning the Book-entry Transfer Operations for
Government Bonds conducted by the Bank of Japan)(1)

Notwithstanding Article 3 (1), when the Bank of Japan meets the following
requirements, the Competent Minister may, pursuant to such application,
designate the Bank of Japan as a person to conduct Book-entry Transfer Business31

(limited to transactions pertaining to government bonds; hereinafter the same shallapply until Article 50) in accordance with this Law.
(i)

Where the designation referred to in this paragraph was revoked pursuant
to Article 22 (1) as it applies in accordance with the replacements in thefollowing Article, and five years have passed since the date of such
revocation;(ii)

When this Law have been contravened, and there has been a fine ordered,and the execution of such punishment has ended or when the person is nolonger subject to such punishment, a period of five years has elapsed sincesuch person was no longer subject to such punishment or such punishment
ceased;(iii)

The Business Regulations are in compliance with laws and regulations,and in addition, it is deemed that the applicant is suitable and properly able
to perform the Book-entry Transfer Business pursuant to this Law;

(iv)

The applicant is deemed to have knowledge and experience to execute theBook-entry Transfer Business adequately and properly in light of thepersonnel structure of the applicant.

(2)

When the prescription is given pursuant to the preceding paragraph, theCompetent Minister shall announce such prescription in the Official Gazette.

(3)

Article 4 (1) (except for item (ii) and items (iv) to (vi) inclusive) and paragraph (2)(except for items (ii), (v) and (vi)) shall apply mutatis mutandis to the Bank ofJapan when it intends to receive the designation prescribed in paragraph (1). In
this case, in paragraph (1) (i) of the same Article the term “trade name” shall bedeemed to be replaced with “name”; in paragraph (2) (i) of the same Article thephrase “paragraph (1) (iii) and (iv) of the preceding article” shall be deemed to be
replaced with “Article 47 (1) (ii)”; and in item (iii) of the same paragraph thephrase “Certified copy of the company registration” shall be deemed to be
replaced with “ Certified copy of registration”.

Article 48.

32

The Bank of Japan having received the designation under paragraph (1) of the preceding
Article shall be deemed a Book-entry Transfer Institution and this Law (except for
Articles 5 to 7 inclusive, Article 8 (2) and (3), Article 9, Article 20 (2) and (3), Article 23(iii) and (iv), Articles 24 to 30 inclusive, Article 40, Article 41 (1) (ii), Article 43, thenext Article, Article 50, Chapter 4 and Chapter 6, and Supplementary Provisions Articles
1 to 10 inclusive, Articles 12 to 18 inclusive, and Articles 27 to 36 inclusive and thepenal provisions pertaining to these provisions) shall apply mutatis mutandis. In this case,the text appearing in the middle column of the following table as it relates to theprovisions listed in the corresponding first column shall be deemed to be replaced by the
text in the last column, and any additional necessary technical replacements shall be as
specified in the applicable Cabinet Order.
Article 8 (1)the businessthe business (limited to matterspertaining to government bonds)

Article 12 (2)for its own account (hereinafter

for its own account (hereinafterreferred to as “Institution

referred to as “Institution

Account”) for the purposes of

Account”)

performing the obligations ofArticle 78 (1) and (3) (including
the cases where these regulations
are applied mutatis mutandis
pursuant to Article 113, Article
115, Article 117, Article 118,
Articles 120 to 122 inclusive,
Article 124, and Article 127),
Article 103 (1) and (3), and Article
107 (1) and (4).
Article 16 (1)business and property

Business

Article 17

the articles of incorporation or thethe Business Regulations

Business Regulations
Article 18 (1)Article 4 (1) (i) and (iii) to (v)Article 4 (1) (i) and (iii) as applied

inclusive

mutatis mutandis pursuant to33

Article 47 (3)paragraph (2) (i) and (iii) of the

Article 4 (2) (iii) as appliedsame Article

mutatis mutandis pursuant to
Article 47 (3)Article 18 (2)Trade name

Name

Article 20 (1)report on such business orreport on such business or submit

property, or submit materials, ormaterials.

cause an official of such
Competent Ministry to enter thebusiness office of the Book-entry
Transfer Institution to inspect thebusiness or the state of theproperty, or books and documents
and other items, or question thepeople concerned.
Article 21

management of the business andmanagement of the businessstate of the property
Article 22 (1)revoke the designation given under revoke the designation given under
Article 3 (1) or the approval given

Article 47 (1) and order that all orunder the proviso of Article 9 (1),part of such business be ceased

and order that all or part of suchwithin a period of six months.

business cease within a period of
six months, or order the removalof such directors, accounting
advisors, auditors, or executive
officers.
Article 22 (1)Article 3 (1) items (iii) or (iv)

Article 47 (1) (ii)

Article 3 (1)Article 47 (1)(i)
Article 22 (1)(ii) and (iii)and (2), and34

Article 23 (i)Article 32

shall in addition to the approval atshall obtaina shareholders meeting under theCompanies Act Article 467 (1)Article 41 (1)Article 1 (1)Article 47 (1)Article 41 (2)the person who was such Book-

the person who was such Book-

entry Transfer Institution or theentry Transfer Institution

general successor (limited topersons who assumed theobligations and rights of the Bookentry Transfer Institution that
became extinct through a merger
and that do not conduct Bookentry Transfer Business; the same
shall apply in the following
Article)Article 42

Article 3 (1)Article 47 (1)the person who was such Book-

the person who was such Book-

entry Transfer Institution or theentry Transfer Institution

general successor
Article 51 (1)Article 3 (1)Article 47 (1)Article 58

Article 69 (2)Article 95 (9) and (10) (including
the case as applied pursuant toparagraph 11 of the same Article),and Article 69 (2) as applied whenre-read pursuant to Article 48

Article 89 (2)Article 3 (1)Article 47 (1)Article 90 (1)application

application or ruling

Article 91 (5)(ii) The amount of each Issue;(ii) The amount of each Issue(except for the things listed in thefollowing item);

35

(ii)-2 When the Book-entry
Transfer Institution is a pledgee,
the amount of each Issue of Bookentry Corporate Bonds that is forsuch purpose or for the purpose ofpledging;
Article 92 (1)ParticipantParticipant or Book-entry Transfer
Institution

Article 92 (2)(i)

Where such Book-entry(i) Where such Book-entry

Transfer Institution has

Transfer Institution has opened

opened an account referred toan account referred to in item

in item (iii) of the preceding(iii) of the preceding paragraph,paragraph, the entry or record

the entry or record of theof the amount of increaseamount of increase referred toreferred to in paragraph (3)in paragraph (3) (iv) of the(iv) of the preceding Article

preceding Article pertaining topertaining to the Participant

the Participant referred to inreferred to in item (ii) of theitem (ii) of the preceding

preceding paragraph in theparagraph in the column

column (hereinafter referred(hereinafter referred to as theto as the “Hold Column” in“Hold Column” in this

this Chapter) where theChapter) where the mattersmatters listed in paragraphlisted in paragraph (3) (iii) of(3) (iii) of the preceding

the preceding Article are

Article are entered andentered and recorded for suchrecorded for such account;account;(i)-2 Where such Book-entry
Transfer Institution has acquired
such Book-entry Government
Bonds, the entry or record of theamount of increase referred to in36

paragraph (3) (iv) of the preceding
Article in the column where thematters listed in paragraph (5) (ii)of the preceding Article as applied
when re-read pursuant to Article
48 are entered or recorded for such
Institution Account;
Article 92 (3)The preceding paragraph shall

The preceding paragraph (except
the provisions in item (i)-2) shall

Article 93 (1)In the case of an application

In the case of an application or thecase of a ruling in accordance with
Article 93 (8) as applied when reread pursuant to Article 48

in accordance with paragraph (4)in accordance with the paragraphin relation to such application.

(4) in relation to such application
or in accordance with such rulingin accordance with Article 93 (8)as applied when re-read pursuant
to Article 48.

Article 93 (7)(7) The preceding paragraph shall(7) The preceding paragraph shallapply mutatis mutandis

apply mutatis mutandis

pursuant to the Book-entry

pursuant to the Book-entry

Transfer Institution, etc.

Transfer Institution, etc.

receiving such notice referred

receiving such notice referred

to in item (ii) of the preceding

to in item (ii) of the preceding

paragraph (including such caseparagraph (including such caseas shall apply mutatis mutandis

as shall apply mutatis mutandis

pursuant to this paragraph).

pursuant to this paragraph).
(8) In relation to specified Issuesof Book-entry Government
Bonds Eligible for Stripping37

that are entered or recorded in
the column where the matterslisted in Article 91 (5) (ii) as
applied when re-read pursuant
to Article 48 are entered andrecorded by the Book-entry
Transfer Institution for such
Institution Account, in the caseof a ruling for the Separation of
Principal and Interest for a
specified amount, such Bookentry Transfer Institution shallimmediately enter or record thedecrease in the specified
amount pertaining to such Issueof Book-entry Government
Bonds Eligible for Strippingthat are entered or recorded in
the column where the matterslisted in the same item areentered or recorded, enter orrecord the amount of increaseof the same amount as suchamount pertaining to Bookentry Government Bonds thatare the principal portion ofsuch Government Bonds
Eligible for Stripping, and enteror record the amount of
increase of the same amount as
the amount of each interest of38

such Book-entry Government
Bonds Eligible for Stripping
pertaining to Book-entry
Government Bonds that areeach interest portion of such
Book-entry Government Bonds
Eligible for Stripping.
Article 94 (1)In the case of an application for

In the case of an application or themergercase of a ruling for merger inaccordance with Article 94 (8) asapplied when re-read pursuant to
Article 48

in accordance with paragraph (4)in accordance with paragraph (4)in relation to such application.

in relation to such application or inaccordance with such ruling inaccordance with Article 94 (8) asapplied when re-read pursuant to
Article 48.

Article 94 (7)(7) The preceding paragraph shall(7) The preceding paragraph shallapply mutatis mutandis

apply mutatis mutandis

pursuant to the Book-entry

pursuant to the Book-entry

Transfer Institution, etc.

Transfer Institution, etc.

receiving such notice referred

receiving such notice referred

to in item (ii) of the preceding

to in item (ii) of the preceding

paragraph (including such caseparagraph (including such caseas shall apply mutatis mutandis

as shall apply mutatis mutandis

pursuant to this paragraph).

pursuant to this paragraph).
(8) In relation to specified Issuesof Principal-only Book-entry
Government Bonds andInterest-only Book-entry

39

Government Bonds that areentered or recorded in thecolumn where the matterslisted in Article 91 (5) (ii) as
applied when re-read pursuant
to Article 48 are entered andrecorded by the Book-entry
Transfer Institution for such
Institution Account, in the caseof a ruling for the merger for a
specified amount, such Bookentry Transfer Institution shallimmediately enter or record thedecrease in such amount
pertaining to such Issue ofPrincipal-only Book-entry
Government Bonds and each
Interest-only Book-entry
Government Bonds, and enteror record the increase for an
amount equal to the amount ofdecrease in such Principal-only
Book-entry Government Bonds
pertaining to the Book-entry
Government Bonds Eligible forStripping with the same Issue
and code as such Principal-only
Book-entry Government
Bonds. In this case, the interest
payment date and amount foreach Interest-only Book-entry

40

Government Bonds pertaining
to such ruling shall be the sameamount as the amount of
Principal-only Book-entry
Government Bonds pertaining
to such ruling, and the Issue
and code of the Principal-only
Book-entry Government Bonds
shall have the same interest
payment dates and be for thesame amount as the interest
portion of the Book-entry
Government Bonds Eligible forStripping with the same Issue
and code relating to suchruling.
Article 95 (1)In the case of an application for

In the case of an application or the

book-entry transfer

case of a ruling for book-entry
transfer in accordance with Article
95 (9) as applied when re-readpursuant to Article 48

in accordance with paragraph (3)in accordance with paragraph (3)in relation to such application.

in relation to such application or inaccordance with such ruling inaccordance with Article 95 (9) to(11) inclusive as applied when reread pursuant to Article 48

Article 95 (3)Book-entry Transferee Account(iv)(excluding Customer Accounts)
Hold Column

Book-entry Transferee AccountHold Column (in the case of an
Institution Account, the column

41

(hereinafter referred to as“Institution Hold Column” forentering or recording the matterslisted in Article 91 (5) (ii) as
applied when re-read pursuant to
Article 48)
Pledge Column

Pledge Column (in the case of an
Institution Account, the column(hereinafter referred to as“Institution Pledge Column” forentering or recording the matterslisted in Article 91 (5) (ii)-2 asapplied when re-read pursuant to
Article 48)

Article 95 (8)(8) The preceding paragraph shall(8) The preceding paragraph shallapply mutatis mutandis

apply mutatis mutandis

pursuant to the Accountpursuant to the AccountManagement Institution

Management Institution

receiving such notice referred

receiving such notice referred

to in item (ii) of the preceding

to in item (ii) of the preceding

paragraph (including such caseparagraph (including such caseas shall apply mutatis mutandis

as shall apply mutatis mutandis

pursuant to this paragraph).

pursuant to this paragraph).
(9) In the case of a ruling forbook-entry transfer into theParticipant’s account for a
specified amount, the Bookentry Transfer Institution shallimmediately execute thefollowing measures in relation
to specified Issues of Book-42

entry Government Bonds thatare entered or recorded in theInstitution Hold Column or
Institution Pledge Column ofsuch Institution Account.
(i) enter or record the increasein the amount of the Issue of
Book-entry Government Bonds
in the column of the Institution
Account pertaining to suchruling;(ii) where such Book-entry
Transfer Institution is the
person who established theBook-entry Transferee Accountpertaining to such ruling, enteror record the amount referred
to in the preceding item in theInstitutions Hold Column or
Institutions Pledge Column ofsuch Institution AccountTransfer Amount in the Bookentry Transferee;(iii) where such Book-entry
Transfer Institution did notestablish the Book-entry
Transferee Account pertaining
to such ruling, enter or record
the increase in amount referred
to in item (i) in the Institution
Account of the account of the43

Higher-Positioned Institutionof the Participant of such
Book-entry Transferee Account
who is also such Closest
Lower-Positioned Institution,and notify such Closest LowerPositioned Institution of theIssue and amount of Bookentry Government Bonds forwhich an increase should beentered or recorded in relation
to such book-entry transfer, andthe details of the entry or
record of increase in such
Book-entry Transferee Accountor account separated into Hold
Column and Pledge Column.
(10) Where a notice referred to initem (iii) of the preceding
paragraph the AccountManagement Institution thatreceives such notice shallimmediately execute thefollowing matters.
(i) Where such AccountManagement Institution has
established a Book-entry
Transferee Account, enter orrecord the increase in theamount referred to in item (i)of the preceding paragraph in44the column of such Book-entry
Transferee Account pertaining
to such notice;(ii) Where such AccountManagement Institution has notestablished a Book-entry
Transferee Account, enter orrecord the increase in theamount referred to in item (i)of the preceding paragraph in
Customer Account of theaccount of the HigherPositioned Institution of theParticipant of such Book-entry
Transferee Account who is also
such Closest Lower-Positioned
Institution, and notify such
Closest Lower-Positioned
Institution of the matters
received in the noticeprescribed in item (iii) of thepreceding paragraph.
(11) The preceding paragraph shallapply mutatis mutandis
pursuant to the AccountManagement Institution
receiving such notice referred
to in item (ii) of the preceding
paragraph (including such caseas shall apply mutatis mutandis
pursuant to this paragraph).

45

Article 96 (1)In the case of an application for

In the case of an application or themergercase of a ruling for cancellation inaccordance with Article 96 (8) asapplied when re-read pursuant to
Article 48

in accordance with paragraph (3)in accordance with paragraph (3)in relation to such application.

in relation to such application or inaccordance with such ruling inaccordance with Article 96 (8) asapplied when re-read pursuant to
Article 48

Article 96 (7)(7) The State may demand an(7) The State may demand an

application be made against theapplication be made against the

Closest Higher-Positioned

Closest Higher-Positioned

Institution for the cancellation

Institution for the cancellationof the same number of sharesof the same number of sharesas the amount of Book-entry

as the amount of Book-entry

Government Bonds pertaining

Government Bonds pertaining

to the redemption of suchto the redemption of such

Book-entry Government Bonds

Book-entry Government Bonds(payment of interest in the case(payment of interest in the caseof Interest-only Book-entryof Interest-only Book-entry

Government Bonds) in such

Government Bonds) in suchaccount as a replacement foraccount as a replacement for

the redemption of Book-entry

the redemption of Book-entry

Government Bonds in relation

Government Bonds in relation

to the bondholders andto the bondholders andpledgees of the Book-entry

pledgees of the Book-entry

Government Bonds.

Government Bonds.
(8) In relation to specified Issuesof Book-entry Government

46

Bonds that are entered orrecorded by the Book-entry
Transfer Institution in theInstitution Hold Column or theInstitution Pledge Column, inthe case of a ruling for thecancellation for a specified
amount, such Book-entry
Transfer Institution shallimmediately enter or record thedecrease in the amount of theIssue pertaining to such rulingin the column pertaining tosuch ruling.
Article 98

application

application or a ruling inaccordance with Article 95 (9) asapplied when re-read pursuant to
Article 48

the column for entering orInstitution Hold Column

recording the matters listed in
Article 91 (5) (ii)
Article 99

application

application or a ruling inaccordance with Article 95 (9) asapplied when re-read pursuant to
Article 48

Pledge Column

Pledge Column (in the case of an
Institution Account, the Institution
Pledge Column)

Article 101

ParticipantParticipant or Book-entry Transfer
Institution

Article 102

Application

application or a ruling in47

accordance with Article 95 (9) asapplied when re-read pursuant to
Article 48
Article 103 (1)Participant’s account(i) and Article

Participants’ account or Institution
Account

107 (1) (i)Article 129 (1)and shall make applicationand shall make application or aruling in accordance with Article
95 (9) as applied when re-readpursuant to Article 48

Article 131

Article 3 (1)Article 47 (1)Article 132 (1)Article 3 (1)Article 47 (1)(i)

Article 25 (5), Article 27 (5),Article 31 (5) as applied mutatis

Article 29 (5) or Article 31 (5)mutandis pursuant to Article 50

Article 3 (1)Article 47 (1)Article 132 (1)(ii)

Supplementary Article 95 (1), Article 96 (1),Article 95 (9) and (10) as applied

Provisions

Article 97, Article 103 (5), Article

when re-read pursuant to Article

Article 19

104 (4) or

48 (including the case as appliedmutatis mutandis pursuant toparagraph (11) of the same
Article), Article 95 (1), Article 96(1), Article 97, Article 103 (5),Article 104 (5) or

Supplementary (7) When the notice referred to in(7) When the notice referred to in

Provisions

paragraph (5) (i) is received, theparagraph (5) (i) is received, theArticle 22 (7)State shall immediately discharge

State shall immediately discharge

the registration pertaining to thethe registration pertaining to theclaim of discharge prescribed inclaim of discharge prescribed inparagraph (3).

paragraph (3).
(8) In the case the Book-entry

48

Transfer Institution has decided toenter or record such held Special
Government Bonds in the registryof book-entry transfer accounts,
the Book-entry Transfer Institution
shall immediately enter or record
the matters listed in each item ofSupplementary Provisions 20 (1)for the Special Government Bonds
pertaining to such decision in theregistry of book-entry transfer
accounts.
(9) When a Book-entry Transfer
Institution makes an entry or
record in the registry of bookentry transfer accounts inaccording with the preceding
paragraph it shall immediately
execute the following matters for
the Issue of Special Government
Bonds pertaining to such entry or
record.
(i) Notify the State of such Special
Government Bonds to the effectthat the entry or record was madein the registry of book-entry
transfer accounts;(ii) Enter or record the amount of
increase in such Special
Government Bonds in the column
where the matters listed in Article49

91 (5) as applied when re-readpursuant to Article 48 are enteredand recorded in such Institution
Account.

Article 49. (Special Provisions of a Business Transfer Order)
When the Book-entry Transfer Institution is subject to any of the items referred to in
Article 23, the Competent Minister may order the Book-entry Transfer Business to betransferred to the Bank of Japan that has been designated under Article 47 (1).

Article 50. (Mutatis Mutandis Application of the Business Transfer Authorization)
Article 31 shall apply mutatis mutandis pursuant to the transfer of all or part of the Bookentry Transfer Business by the Book-entry Transfer Institution to the Bank of Japan. In
this case, in paragraph (2) (i) of the same Article the phrase “each item of Article 4(1)”shall be deemed to be replaced with “Article 4 (1) (i) and (iii) as applied mutatis mutandis
pursuant to the provisions of Article 47 (3)”, and in paragraph (5) of the same Article thephrase “the Book-entry Transfer Institution is the Transferee Company” shall be deemed
to be replaced with “the Bank of Japan has been designated pursuant to the provisions ofArticle 47 (1)”, and the term “Article 3 (1)” shall be deemed to be replaced with “Article
47 (1)”.

Chapter 3. Participants’ Protection Trust

Section 1. Participants’ Protection Trust Contract

Article 51. (Execution of Participants’ Protection Trust Contract)(1)

After having been designated under Article 3 (1), the Book-entry Transfer
Institution shall, without delay, execute a Participants’ Protection Trust contract
as the settlor; provided, however, that this shall not apply in the case of having

50

been designated as such when a Participants’ Protection Trust contract has alreadybeen executed with another Book-entry Transfer Institution.
(2)

A Book-entry Transfer Institution that does not need to execute a Participants’Protection Trust contract pursuant to the proviso in the preceding paragraph shallbe deemed to have executed a Participants’ Protection Trust contract pursuant to
the proviso in the same paragraph as the settlor.

(3)

When a Participants’ Protection Trust contract is executed pursuant to the text inthe preceding paragraph (including the case that the execution of the Participants’Protection Trust contract is deemed pursuant to the preceding paragraph), theBook-entry Transfer Institution shall, without delay, prescribe the mattersconcerning the Participants’ Protection Trust contract in the Business Regulations.

Article 52. (Trustee)
A Participants’ Protection Trust contract shall not be executed unless the trustee is a trust
company, etc. (referred to as a trust company (limited to persons licensed under the TrustBusiness Law (Law No. 154 of 2004) Article 3 or Article 53 (1)) or a financial institution
conducting trust business (referred to as a financial institution authorized under the Law
Concerning the Concurrent Operation of Trust Business, Etc. by Financial Institutions(Law No. 43 of 1943) Article 1 (1); the same shall apply hereinafter); the same shallapply hereinafter).

Article 53. (Beneficiary)
The beneficiary of the Participants’ Protection Trust shall be a Participant with claims tocompensation prescribed under Article 60 (1).

Article 54. (Designation of Trust Administrator)
The Participants’ Protection Trust shall designate a trust administrator.

Article 55. (Management Committee)(1)

The Participants’ Protection Trust Contract shall contain provisions that create amanagement committee.

51

(2)

The members of the management committee shall be appointed by the trusteewith the authorization of the Competent Minister from those persons with thepractical experience or academic experience necessary to properly manage theParticipants’ Protection Trust.

Article 56. (Participants’ Protection Trust Contract)
The Participants’ Protection Trust Contract shall provide for the following matters.
(i)That it is a Participants’ Protection Trust;(ii)

Matters concerning the trust administrator;(iii)

Matters concerning the management committee;(iv)

Matters concerning the management and investment of trust assets;(v)

Matters concerning the calculation method for trust remuneration and themethod and timing of such payment;(vi)

Matters concerning the disposal of trust assets;(vii)

Method of public notices;(viii) Other matters prescribed in the Ordinance of the Competent Ministry.

Article 57. (Authorization)
In the case where a Book-entry Transfer Institution seeks to conclude a Participants’Protection Trust Contract, it shall obtain the authorization from the Competent Ministeras specified in the applicable Ordinance of the Competent Ministry.

Section 2. Payments to Beneficiaries

Article 58 (Notices to the Trustee)
Any Book-entry Transfer Institution, etc. that in violation of Article 69 (2) (including thecase as applied mutatis mutandis pursuant to paragraph (3) of the same Article), Article
70 (1), Article 71 (1), Article 72, Article 78 (5) or Article 79 (5) (including the cases asapplied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118,
Articles 120 to 122 inclusive, Article 124, and Article 127), Article 92 (2) (including the52cases as applied mutatis mutandis pursuant to paragraph (3) of the same Article), Article
93 (1), Article 94 (1), Article 95 (1), Article 96 (1), Article 97, Article 103 (5), Article
104 (5), Article 107 (6) or Article 108 (5), has omitted the entry or record, or made anerror in the entry or record (referred to as “mistaken entry or record, etc.” in Article 60(1)), in the registry of book-entry transfer accounts, and is the Closest Higher-Positioned
Institution of the Participant or the Closest Higher-Positioned Institution that has an
obligation pertaining to the damage caused to such Participant, and is subject to a rulingto commence bankruptcy proceedings, a ruling to commence rehabilitation proceedings, aruling to commence reorganization proceedings, an order to commence special
liquidation or a ruling recognizing foreign insolvency proceedings (hereinafter referred toas “a ruling to commence bankruptcy procedures” in this Article), it (hereinafter referred
to as an “Closest Higher-Positioned Bankrupt Institution, etc.” in this Section and in
Section 4) shall immediately give notice to the trustee to the effect that there had been aruling to commence bankruptcy procedures and other matters specified in the applicable
Ordinance of the Competent Ministry, together with notice to the Competent Minister.

Article 59 (Public Notice)(1)

When a notice has been received pursuant to the preceding Article the trustee
shall listen to the opinions of the management committee, and give public noticeof the period and location for lodging claims for compensation prescribed inparagraph (1) of the next Article, and other matters specified in the applicableCabinet Order.

(2)

Following the public notice given pursuant to the preceding paragraph, the trustee
may give public notice concerning the Closest Higher-Positioned Bankrupt
Institution, etc. pursuant to the Bankruptcy Act (Law No. 75 of 2004) Article 197(1) (including the case as applied mutatis mutandis pursuant to Article 209 (3) of
the same Law), and when there is an event prescribed in the notice pursuant to
Article 65-2 or other Cabinet Order, the trustee may change the period for lodging
claims that was given by public notice pursuant to the preceding paragraph.

53

(3)

When the period for lodging claims is changed pursuant to the preceding
paragraph, the trustee shall without delay give public notice of the matterspertaining to such change.

(4)

In the case the matters prescribed in paragraph (1) are prescribed or the period oflodgement is changed pursuant to paragraph (2), the trustee shall immediately
notify such intent to the Competent Minister.

Article 60 (Payment to Beneficiaries)(1)

Based on the demand of the Participant, and the claim pertaining to the damage
suffered by such Participant due to the mistaken entry or record, etc. of the Bookentry Transfer Institution, etc. (referred to as “Claim for Mistaken Entry or
Record, etc.” in paragraph (6)), an amount equivalent to the actual claim of such
Participant against the Closest Higher-Positioned Bankrupt Institution at thecommencement of bankruptcy procedures (referred to as “Claim forCompensation” in paragraph (6), the next Article, and Article 61-2) shall be paid
to the beneficiary as specified in the applicable Ordinance of the Competent
Ministry.

(2)

The demand in the preceding paragraph may not be made unless it is within the
period of lodgement given by public notice pursuant to paragraphs (1) of (3) of
the preceding Article provided, however, that this shall not apply when the trustee
recognizes a disaster or other unavoidable circumstance was related to thedemand not being made within such period of lodgement.

(3)

When the trustee recognizes a disaster or other unavoidable circumstancepursuant to the preceding paragraph, the opinion of the management committee
shall be sought once again.

(4)

Notwithstanding paragraph (1), when the amount that should be paid pursuant toparagraph (1) exceeds the amount specified in the applicable Cabinet Order, theamount paid shall be as specified in the applicable Cabinet Order.

(5)

Notwithstanding paragraph (1) and the preceding paragraph, when the aggregate
amount that should be paid to all Participants pursuant to paragraph (1) and thepreceding paragraph exceeds the trust assets of the Participants’ Protection Trust,54the payment shall be made in proportion to the amount that should be paid to eachParticipant pursuant to paragraph (1) and the preceding paragraph.
(6)

When the payment is made pursuant to paragraph (1) and the preceding two
paragraphs, the trustee shall acquire the Claim for Compensation pertaining to theamount of such payment (in the case the Claim for Compensation pertaining tosuch payment is a claim pertaining to guaranteed debt of the Closest HigherPositioned Bankrupt Institution, the Claim for Mistaken Entry or Record, etc. ofthe major debtors pertaining to such guaranteed debt.)

Article 61. (Management Committee’s Instructions)
When payment is made pertaining to the Claim for Compensation pursuant to paragraphs(1), (4) or (5) in the preceding Article, the trustee shall seek such instruction for payment
from the management committee. In this case, the management committee shall promptly
confirm the Claims for Compensation and issue instructions.

Article 61-2. (Application of the Income Tax Act, Etc.)(1)

When payment pertaining to Claims for Compensation is received pursuant to
Article 60 (1), the Participant on receipt of such payment shall be deemed to havereceived from such Participant the transfer of Corporate Bonds and Other
Securities pertaining to the Claim for Compensation pertaining to such payment
from the trustee that made such payment (including the portion acquired by such
trustee by making such payment from such Claim for Compensation), and be
subject to the Income Tax Act (Law No. 33 of 1965) and other laws andregulations concerning income tax.

(2)

The necessary matters concerning application of special provisions prescribed in
the Act on Special Measures concerning Taxation (Law No. 26 of 1957) in thecase of application of the preceding paragraph shall be as specified in theapplicable Cabinet Order.

Section 3. Contribution

55

Article 62. (Payment of Contributions to the Participants’ Protection Trust of the Bookentry Transfer Institution, Etc.)(1)

The Book-entry Transfer Institution, etc. (except for persons listed in Article 44 (1)(xv); the same shall apply in Article 64 (1)) shall pay the money (hereinafterreferred to as the “Contribution” in this Section) for the trust assets of theParticipants’ Protection Trust to the trustee pursuant to the Ordinance of theCompetent Ministry.

(2)

Money in trust as trust assets of the Participants’ Protection Trust when theParticipants’ Protection Trust Contract was entered into shall be deemed asContribution by the Book-entry Transfer Institution that entered into such
Participants’ Protection Trust Contract pursuant to the provisions of the text in
Article 51 (1).

Article 63. (The Amount of Contribution)(1)

The amount of contribution shall be the amount calculated by the calculation
method prescribed in the Business Regulations of the Book-entry Transfer
Institution in accordance with the standards specified in the applicable Ordinanceof the Competent Ministry.

(2)

The Competent Minister shall conduct proper supervision so that sufficient trust
assets of the Participants’ Protection Trust are secured and that the Contribution isfairly appropriated.

Article 64. (Overdue Payment)(1)

In the case payment of the Contribution is not made within the payment period
prescribed in the Business Regulations, the Book-entry Transfer Institution, etc.
shall pay an overdue payment to the trustee as trust assets of the Participants’Protection Trust.

(2)

The amount of the overdue payment referred to in the preceding paragraph shallbe an amount calculated by multiplying the unpaid amount by the number of days

56

from the day immediately following the deadline for payment until the day ofsuch payment by an annual rate of 14.5 per cent.

Section 4. Miscellaneous Provisions

Article 65. (Mutatis Mutandis Application of the Trust Act)The Trust Act (Law No. 62 of 1922) Articles 69 (2) to 73 inclusive shall apply mutatis
mutandis to the Participants’ Protection Trust.

Article 65-2. (Notice concerning the Notice of Distribution pertaining to the Closest
Higher-Positioned Bankrupt Institution)
When notice is given as prescribed in the Bankruptcy Act Article 197 (1) (including thecase as applied mutatis mutandis to Article 209 (3) of the same Law) or Article 204 (2),or approval has been received as prescribed in Article 208 (1) of the same Law in relation
to the bankruptcy proceedings of the Closest Higher-Positioned Bankrupt Institution, thebankruptcy trustee shall notify such effect to the trustee.

Chapter 4. Book-entry Transfer of Corporate Bonds

Section 1. Common Provisions

Article 66. (Ownership of Rights)
Except in the case referred to in paragraph (2) of the next Article, the ownership of rights(except the right to claim interest prescribed in Article 73) in relation to the following
corporate bonds (hereinafter referred to as “Book-entry Corporate Bonds” in this Chapter)shall be prescribed in the entry or recording in the registry of book-entry transfer
accounts pursuant to this Chapter.
(i)

Corporate bonds meeting all the following requirements (referred to as“Short-term Bonds” in Article 83).

57

(a)

The amount of each corporate bond is not below 100 million yen;(b)

There is provision of a fixed deadline in relation to the repaymentof principal to be within one year from the date on which there was
the payment of the entire amount of the corporate bond and noprovision for installment plan payments;(c)

There is provision for the deadline on interest payments to theeffect that it be the same day as the deadline for repayment ofprincipal referred to in (b);(d)

No security is attached in accordance with the provisions of the
Secured Bonds Trust Law (Law No. 52 of 1905).

(ii)

In the resolution to issue such corporate bonds, all of the corporate bonds
to be issued based on such resolution shall be corporate bonds subject tothe application of this Law.

Article 67. (Non Issuance of Corporate Bond Certificates)(1)

Corporate bond certificates may not be issued for Book-entry Corporate Bonds.

(2)

Notwithstanding the preceding paragraph, where the designation as prescribed in
Article 3 (1) of the Book-entry Transfer Institution handling such Book-entry
Corporate Bonds is revoked pursuant to Article 22 (1) or such designation loses
effect pursuant to Article 41 (1), and there is no successor to the Book-entry
Transfer Business of such Book-entry Transfer Institution, the bondholders of theBook-entry Corporate Bonds may demand the issuance of corporate bondcertificates from the issuer.

Section 2. Registry of Book-entry Transfer Accounts

Article 68. (Matters to be Entered or Recorded in the Registry of Book-entry Transfer
Accounts)(1)

Registry of book-entry transfer accounts shall be separated into accounts for eachParticipant.

58

(2)

The accounts of Account Management Institutions within the registry of bookentry transfer accounts shall be separated into the following items.
(i)Accounts for which such Account Management Institution is entered orrecorded as having rights in relation to the Book-entry Corporate Bonds(hereinafter referred to as “Proprietary Account” in this Chapter);(ii)

Accounts for which such Account Management Institution or theParticipant of such Lower-Positioned Institution is entered or recorded ashaving rights in relation to the Book-entry Corporate Bonds (hereinafterreferred to as “Customer Account” in this Chapter).

(3)

The following matters shall be entered or recorded in each account (excluding theCustomer Account) within the registry of book-entry transfer accounts.
(i)Names and addresses of the Participants;(ii)

Trade name of the issuer and type of Book-entry Transfer Corporate Bond
(hereinafter referred to as “Issue” in this Chapter);(iii)

The amount of each Issue (excluding the things in the following item);(iv)

When the Participant is a pledgee, the amount of each Issue of Book-entry
Corporate Bonds that is for such purpose or for the purpose of pledging;(v)

When the Participant is a trustee of a trust, the amount that is for such
purpose or the amount referred to in the preceding two items that is trust
asset;(vi)(4)

Other matters prescribed in the applicable Cabinet Order.

The following matters shall be entered or recorded in the Customer Accountwithin the registry of book-entry transfer accounts.

(5)

(i)

Matters listed in items (i) and (ii) of the preceding paragraph;(ii)

The amount of each Issue;(iii)

Other matters prescribed in the applicable Cabinet Order.

Where the Book-entry Transfer Institution establishes an institutional account, an
institutional account category shall be set up in the registry of book-entry transfer
accounts in which the following matters shall be entered or recorded.
(i)Issue;(ii)

The amount of each Issue;

59

(iii)(6)

Other matters prescribed in the applicable Cabinet Order.

The registry of book-entry transfer account may be created by electromagnetic
record (limited to those specified in the applicable Ordinance of the Competent
Ministry).

Article 69. (Procedures for New Entries and Records)(1)

The issuer of a specific Issue of Book-entry Corporate Bonds shall, without delay
following the day on which such Book-entry Corporate Bonds were issued, notify
the following matters to the Book-entry Transfer Institution that provided theconsent referred to in Article 13 (1) to such issuer.
(i)

The Issue of the Book-entry Corporate Bonds pertaining to such issue;(ii)

The name of Participants who are bondholders or pledgees of the Bookentry Corporate Bonds referred to in the preceding item;(iii)

The account for conducting book-entry transfer of the Book-entry
Corporate Bonds referred to in item (i) opened for the Participant referred
to in the preceding item;(iv)

The amount (except for that listed in the next item) of the Book-entry
Transfer Corporate Bond referred to in item (i) for each Participant;(v)

When the Participant is a pledgee, the amount of each Book-entry Transfer
Corporate Bond referred to in item (i) that is for such purpose or for the
purpose of pledging;(vi)

When the Participant is a trustee of a trust, the amount that is for such
purpose as well as the amount referred to in item (iv) and the preceding
item that is trust asset;(vii)

The aggregate amount of the Book-entry Corporate Bonds referred to initem (i) and other matters prescribed in Ordinances of the Competent
Ministry.

(2)

In the case of a notice as referred to in the preceding paragraph, the Book-entry
Transfer Institution that received such notice shall immediately execute thefollowing measures in relation to the Issue of Book-entry Corporate Bonds
pertaining to such notice.

60

(i)

The following matters shall be entered or recorded in the case the Bookentry Transfer Institution has opened an account referred to in item (iii) of
the preceding paragraph.
(a)

The entry or record of the amount of increase referred to inparagraph (3) (iv) of the preceding Article pertaining to theParticipant referred to in item (ii) of the preceding paragraph(limited to bondholders in the same item) in the column(hereinafter referred to as the “Hold Column”) where the matterslisted in paragraph (3) (iii) of the preceding Article are entered andrecorded for such account;(b)

The entry or record of the amount of increase referred to inparagraph (3) (v) of the preceding Article pertaining to theParticipant referred to in item (ii) of the preceding paragraph(limited to pledgees in the same item) in the column (hereinafterreferred to as the “Pledge Column”) where the matters listed inparagraph (3) (iv) of the preceding Article are entered and recorded
for such account;(c)

The entry or record of the amount of increase in the amount insuch account that is trust asset referred to in item (vi) of thepreceding paragraph;(ii)

Where the Book-entry Transfer Institution has not opened an accountreferred to in item (iii) of the preceding paragraph, the entry and record of
the amount of increase in the aggregate of the amount referred to in item(iv) of the same paragraph and the amount referred to in item (v) of thesame paragraph pertaining to such Participant in the Customer Account of
the account of a person who is the Closest Lower-Positioned Institution
and the Higher-Positioned Institution of the Participant referred to in item(ii) of the same paragraph or a notice to the Closest Lower-Positioned
Institution listing the matters from items (i) to (vi) inclusive of the same
paragraph.

61

(3)

The preceding paragraph shall apply mutatis mutandis pursuant to the AccountManagement Institution receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

Article 69-2. (Procedures Concerning the Case where the Company Cannot Know the
Account of the Book-entry Corporate Bonds)(1)

Where a company seeks to deliver the Book-entry Corporate Bonds of a specificIssue, and where the company cannot know the account established for the
purpose of conducting book-entry transfer of Book-entry Corporate Bonds forbond holders or pledgees of such Book-entry Corporate Bonds, such company (inthe case of delivery of Book-entry Corporate Bonds when there is consolidationtype merger or other cases prescribed in Ordinance of the Competent Ministry, ora person specified by Ordinance of the Competent Ministry as a person equivalent
to such company; hereinafter referred to as the “Person Giving Notice” in this
Article) shall notify, in accordance with the Ordinance of the Competent Ministry,
the person who should be the bondholder or pledgee of such Book-entry
Corporate Bonds of the following matters by one month prior to the date specified
in item (i).
(i)

The company’s intent to issue the notice referred to in paragraph (1) of thepreceding Article or to apply for book-entry transfer in relation to the bondholders (when there are pledgees, excluding the bond holders of bonds
held for the purpose of such pledge) or such pledgees of such Book-entry
Corporate Bonds on a specified day;(ii)

The required intent to notify the Person Giving Notice by the specified day
referred to in the same item of the account (excluding the accountestablished by the Book-entry Transfer Institution, etc. by the applicationreferred to in the main clause of paragraph (3)) established for the purposeof conducting book-entry transfer of Book-entry Corporate Bonds forbond holders or pledgees of such Book-entry Corporate Bonds referred toin the preceding item;

62

(iii)The name and address of the Book-entry Transfer Institution, etc. that
established the account through the application referred to in the mainclause of paragraph (3);(iv)

Other matters prescribed in the applicable Ordinance of the Competent
Ministry.

(2)

In the case the Person Giving Notice referred to in the preceding paragraph is aperson other than the company referred to in the same paragraph, such Person
Giving Notice shall notify such company of the accounts referred to in item (ii) of
the same paragraph that were notified by the bondholders and pledgees referred toin the same item in relation to the specified date referred to in item (i) of the same
paragraph.

(3)

Where bondholders or pledgees referred to in paragraph (1) (i) did not notify the
Person Giving Notice of the account referred to in item (ii) of the same paragraphby the date specified in item (i) if the same paragraph, the company shall makeapplication to the Book-entry Transfer Institution, etc. referred to in item (iii) of
the same paragraph for the establishment of an account (hereinafter referred to asa “Special Account” in this Chapter) to conduct book-entry transfer of the Bookentry Corporate Bonds for such bondholders or such pledgees, provided, however,that this shall not apply when there is a Special Account for which the company
made an application to establish for such bond holders or such pledgees.

(4)

Where the company is the issuer of the bonds pertaining to the Book-entry
Corporate Bonds referred to in paragraph (1), and when the consent referred to in
Article 13 (1) is not given by the day specified in paragraph (1) (i), the company
shall promptly give the consent referred to in the same paragraph in relation tosuch corporate bonds to the Book-entry Transfer Institution.

(5)

In the case prescribed in paragraph (1), when the company gives the noticereferred to in paragraph (1) of the preceding paragraph, the company shall givethe notice referred to in the same paragraph of the account referred to in item (iii)of the same paragraph in the same Article as the account referred to in item (ii) of
the same paragraph that was notified by the bondholders or pledgees referred to inparagraph (1) (i).

63

Article 70. (Book-entry Transfer Procedures)(1)

In the case of an application for book-entry transfer in relation to the specificIssue of Book-entry Corporate Bonds, the Book-entry Transfer Institution, etc.
shall pursuant to paragraphs (4) to (8) inclusive, enter or record the decrease or
increase in the amount in the registry of book-entry transfer accounts maintained
for such purpose, and give the notice in accordance with paragraph (3) in relation
to such application.

(2)

Except where specifically prescribed elsewhere in this Law, the applicationreferred to in the preceding paragraph shall be made to such Closest HigherPositioned Institution by the Participant in whose account (excluding a Customer
Account) there has been an entry or record of decrease in the amount due to bookentry transfer.

(3)

The person who makes the application referred to in paragraph (1) shall designate
the following matters in such application.
(i)

The Issue and amount of the Book-entry Corporate Bonds for which a
decrease or an increase in the amount should be entered or recorded inrelation to such book-entry transfer;(ii)

Distinction between the accounts of the Participant referred to in thepreceding paragraph for which the entry or record of the decrease in theamount is in either a Hold Column or a Pledge Column;(iii)

The account (excluding Customer Accounts; hereinafter referred to as“Book-entry Transferee Account” in this Article) in which the increase in
the amount should be entered or record;(iv)

Distinction between the Book-entry Transferee Account (excluding
Customer Accounts) for which the entry or record of the increase in theamount is in either a Hold Column or a Pledge Column.

(4)

Where an application referred to in paragraph (1), the Book-entry Transfer
Institution, etc. that received such application shall execute the following matterswithout delay.

64

(i)

Enter or record the decrease in the amount relating to the amount(hereinafter referred to as the “Book-entry Transfer Amount” in this
Article) referred to in paragraph (2) (i) in the Hold Column or the Pledge
Column of the Participant’s account prescribed in item (ii) of thepreceding paragraph;(ii)

Where such Book-entry Transfer Institution, etc. is not the Common
Closest Higher-Positioned Institution pertaining to such book-entry
transfer, notify the matters prescribed in items (i), (iii) and (iv) of thepreceding paragraph to the Closest Higher-Positioned Institution;(iii)

Where such Book-entry Transfer Institution, etc. is the Common Closest
Higher-Positioned Institution pertaining to such book-entry transfer andhas established a Book-entry Transferee Account, enter or record theincrease in the amount in the Book-entry Transfer Amount in such Bookentry Transferee Account in the Hold Column or the Pledge Column(hereinafter referred to as the “Book-entry Transferee Column” in this
Article) as prescribed in item (iv) of the preceding paragraph;(iv)

Where such Book-entry Transfer Institution, etc. is the Common Closest
Higher-Positioned Institution pertaining to such book-entry transfer andhas not established a Book-entry Transferee Account, enter or record theincrease in the amount in the Book-entry Transfer Amount in the
Customer Account of the account of the Higher-Positioned Participant ofsuch Book-entry Transferee Account who is also such Closest LowerPositioned Institution and notify such Closest Lower-Positioned Institutionof the matters prescribed in items (i), (iii) and (iv) of the preceding
paragraph.

(5)

Where a notice referred to in item (ii) of the preceding paragraph the Book-entry
Transfer Institution, etc. that receives such notice shall immediately execute thefollowing matters.
(i)Enter or record the decrease in the amount in the Book-entry Transfer
Amount in the Customer Account in the account of the AccountManagement Institution that issued such notice;

65

(ii)

Where such Book-entry Transfer Institution, etc. is not the Common
Closest Higher-Positioned Institution pertaining to such book-entry
transfer, notify the Closest Higher-Positioned Institution of the matters
received in the notice prescribed in item (ii) of the preceding paragraph;(iii)

Where such Book-entry Transfer Institution, etc. is the Common Closets
Higher-Positioned Institution pertaining to such book-entry transfer andhas established a Book-entry Transferee Account, enter or record theincrease in the amount in the Book-entry Transfer Amount in the Bookentry Transferee Column of such Book-entry Transferee Account;(iv)

Where such Book-entry Transfer Institution, etc. is the Common Closets
Higher-Positioned Institution pertaining to such book-entry transfer andhas not established a Book-entry Transferee Account, enter or record theincrease in the amount in the Book-entry Transfer Amount in the
Customer Account of the account of the Higher-Positioned Institution of
the Participant of such Book-entry Transferee Account who is also such
Closest Lower-Positioned Institution and notify such Closest LowerPositioned Institution of the matters prescribed in item (ii) of thepreceding paragraph’.

(6)

The preceding paragraph shall apply mutatis mutandis pursuant to the Book-entry
Transfer Institution, etc. receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

(7)

Where a notice referred to in paragraph (4) (iv) or paragraph (5) (iv), (including
the case that it shall apply mutatis mutandis pursuant to the preceding paragraph;hereinafter the same shall apply in this paragraph) the Account Management
Institution that received such notice shall immediately execute the following
matters.
(i)

Where such Account Management Institution has established a Book-entry
Transferee Account, enter or record the increase in the amount in theBook-entry Transfer Amount in the Pledge Column of such Book-entry
Transferee Account;

66

(ii)

Where such Account Management Institution has not established a Bookentry Transferee Account, enter or record the increase in the amount in theBook-entry Transfer Amount in the Customer Account of the account of
the Higher-Positioned Institution of the Participant of such Book-entry
Transferee Account who is also such Closest Lower-Positioned Institution
and notify such Closest Lower-Positioned Institution of the matters
received in the notice prescribed in paragraph (4) (iv) and paragraph (5)
(iv).

(8)

The preceding paragraph shall apply mutatis mutandis pursuant to the AccountManagement Institution receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

Article 70-2. (Special Provisions concerning Book-entry Transfer Procedures for Bookentry Corporate Bonds Entered or Recorded in Special Accounts)(1)

For Book-entry Corporate Bonds entered or recorded in a Special Account, theParticipant may not submit an application for book-entry transfer to a Book-entry
Transferee Account that is an account other than the account of such Participantor the account of the issuer of such Book-entry Corporate Bonds.

(2)

Where a person who has acquired the stock of a company extinguished throughmerger prior to the notice referred to in Article 69 (1) or the application for bookentry transfer pertaining to a specific Issue of Book-entry Corporate Bonds anduses the reason that he/she had not been entered or recorded in the shareholder
registry as why he/she could not receive delivery of such Book-entry Corporate
Bonds in lieu of such stock at the time of the merger or a person prescribed inother Ordinance of the Competent Minister (hereinafter referred to as the“Acquirer” in this paragraph) makes a joint claim with the Participant of theSpecial Account in which such Book-entry Corporate Bonds are entered orrecorded following such notice or such application for book-entry transfer, theissuer shall take the following action. The same shall apply to the case where
there is a judgment in favor of the Participant for such claim and authentication of67

enforcement or transcript or equivalent documents and the Acquirer attaches aclaim pursuant to the Ordinance of the Competent Ministry or, even if there is nofear of damage to the interests of such Participant or other parties concerned, if
the following actions are taken in accordance with the claim of such Acquirer asin the case prescribed in the applicable Ordinance of the Competent Ministry.
(i)

The application referred to in the main clause of Article 69-2 (3) forsuch Acquirer;(ii)

The application for book-entry transfer of such Book-entry Corporate
Bonds in the account established pursuant to the application referred toin the preceding item that is a Book-entry Transferee Account.

(3)

Participants other than the issuer who made application to establish a Special
Account may apply for such Special Account to be used as a Book-entry
Transferee Account for book-entry transfers.

Article 71. (Cancellation Procedures)(1)

In the case of an application for cancellation in relation to the specific Issue of
Book-entry Corporate Bonds, the Book-entry Transfer Institution, etc. shallpursuant to paragraphs (4) to (6) inclusive, enter or record the decrease or increasein the amount in the registry of book-entry transfer accounts maintained for such
purpose, and give the notice in accordance with paragraph (3) in relation to suchapplication.

(2)

The application referred to in the preceding paragraph shall be made to such
Closest Higher-Positioned Institution by the Participant in whose account(excluding a Customer Account) there has been an entry or record of decrease in
the amount due to cancellation.

(3)

The Participant (hereinafter referred to as the “Applicant” in this Article) who
makes the application referred to in paragraph (1) shall designate the following
matters in such application.
(i)

The Issue and amount of the Book-entry Corporate Bonds for which a
decrease in the amount should be entered or recorded in relation to suchcancellation;

68

(ii)

Distinction between the account of the Applicant for which the entry or
record of the decrease in the amount is in either a Hold Column or a
Pledge Column.

(4)

In the case of an application referred to in paragraph (1), the Book-entry Transfer
Institution, etc. that received such application shall execute the following matterswithout delay.
(i)Enter or record the decrease in the amount relating to the amount referred
to in item (i) of the preceding paragraph in the Hold Column or the Pledge
Column of the Applicant’s account prescribed in item (ii) of the same
paragraph;(ii)

Where the Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the matters prescribed in item (i) of thepreceding paragraph to the Closest Higher-Positioned Institution;(5)

Where a notice referred to in item (ii) of the preceding paragraph the Book-entry
Transfer Institution, etc. that receives such notice shall immediately execute thefollowing matters.
(i)Enter or record the decrease in the amount relating to the amount referred
to in paragraph (3) (i) in the Customer Account in the account of the
Account Management Institution that issued such notice;(ii)

Where such Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the Closest Higher-Positioned Institutionof the matters received in the notice prescribed in item (ii) of thepreceding paragraph;(6)

The preceding paragraph shall apply mutatis mutandis pursuant to the Book-entry
Transfer Institution, etc. receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

(7)

Except as otherwise provided in the case of redemption of the Book-entry
Corporate Bonds by the bond administrator or commissioned company for thetrust agreement prescribed in the Secured Bonds Trust Law Article 2 (1) (referred
to as the “Bond Administrator, etc.” in the next paragraph) on behalf of the69

bondholders or pledgees, the issuer may make an application against the Closest
Higher-Positioned Institution for the cancellation of the same number of shares as
the amount of Book-entry Corporate Bonds pertaining to such redemption of such
Book-entry Corporate Bonds in such account as a replacement for the redemptionof Book-entry Corporate Bonds in relation to the bondholders and pledgees.
(8)

The preceding paragraph shall apply mutatis mutandis to the case of payment by
the Bond Administrator, etc., that received redemption of the Book-entry
Corporate Bonds for the bondholders and pledgees, of such redemption amount tosuch bondholders or such pledgees.

Article 72. (Procedures for Changing Entry or Record)
When the Book-entry Transfer Institution, etc. knew of a change relating to the matterslisted in each item of paragraph (3), each item of paragraph (4) or each item of paragraph(5) in Article 68 in relation to registry of book-entry transfer accounts that have been
prepared, it shall immediately make such entry or record in such registry of book-entry
transfer accounts.

Section 3. Effect of Book-entry Transfer

Article 73. (Transfer of Book-entry Corporate Bonds)
The transfer of Book-entry Corporate Bonds (except for claims of interest to the due datethat are not subject to attachment; the same shall apply from the next Article to Article 77
inclusive) shall not be effective unless the transferee receives the entry or record of theincrease in the amount pertaining to such transfer in the Hold Column (in the case of an
Institution Account, the column for entering or recording the matters listed in Article 68(5) (ii)) of such account in accordance with an application.

Article 74. (Pledging Book-entry Corporate Bonds)

70

The pledge of Book-entry Corporate Bonds shall not be effective unless the pledgee
receives the entry or record of the increase in the amount pertaining to such pledge in the
Pledge Column of such account in accordance with an application.

Article 75. (Perfection Requirements for entrustment of Book-entry Corporate Bonds)
The entrustment of the Book-entry Corporate Bonds shall not be perfected against a third
party unless the trustee receives the entry or record in such account as prescribed in
Article 68 (3) (v) as specified in the applicable Cabinet Order.

Article 76. (Presumption of Participants’ Rights)
A Participant shall be presumed to have valid rights to Book-entry Corporate Bonds thatare entered or recorded in such account (limited to Proprietary Account for an AccountManagement Institution).

Article 77. (Bona fide Acquisition)
A Participant who received an entry or record of increase in the amount in relation to a
specified Issue of Book-entry Corporate Bonds in such account (limited to Proprietary
Account for an Account Management Institution) due to application of book-entry
transfer shall acquire the rights to the entry or record of such increase in the amount
pertaining to such Issue of Book-entry Corporate Bonds, provided however that this shallnot apply when such Participant acts in bad faith or is grossly negligent.

Article 78. (Book-entry Transfer Institutions’ Obligation to Cancel)(1)

Where the aggregate amount of the Issue of Book-entry Corporate Bonds asprescribed in the preceding Article of all the bondholders of the Book-entry
Corporate Bonds acquired pursuant to the preceding Article exceeds the total
issued amount of such Issue of Book-entry Corporate Bonds (excluding theamount already redeemed), the Book-entry Transfer Institution shall be obliged toacquire such Issue of Book-entry Corporate Bonds until reaching such excess
amount (the amount after deducting the total issued amount referred to in item (ii)71

from the total amount referred to in item (i)) when the total amount referred to initem (i) exceeds the total issued amount referred to in item (ii).
(i)

The total of the amount of such Issue of Book-entry Corporate Bonds
entered or recorded in the Participants’ account of such Book-entry
Transfer Institution in the registry of book-entry transfer accounts
maintained by the Book-entry Transfer Institution;(ii)

The total issued amount of such Issue of Book-entry Corporate Bonds(excluding the amount already redeemed).

(2)

Where an increase or decrease in the amount has been entered or recorded in theaccount prescribed in item (i) of the preceding paragraph and there has been aclaim pertaining to such entry or record and there has been no such transfer orextinction, when there is evidence that no such person acquired the amount ofBook-entry Corporate Bonds pertaining to such entry or transfer as prescribed in
the preceding Article, the amount prescribed in item (i) of the preceding
paragraph shall be the amount as if there were no such entry or record.

(3)

When Book-entry Corporate Bonds are acquired pursuant to paragraph (1), theBook-entry Transfer Institution shall immediately be obligated to notify amanifestation of intent to waive all obligations against the issuer in relation tosuch Book-entry Corporate Bonds.

(4)

The claim in relation to the Book-entry Corporate Bonds pursuant to thepreceding paragraph shall expire when the manifestation of intent to waive ismade pursuant to the preceding paragraph.

(5)

When the manifestation of intent to waive in relation to the Book-entry Corporate
Bonds is made pursuant to paragraph (3), the Book-entry Transfer Institution shallimmediately cancel such Book-entry Corporate Bonds in the registry of bookentry transfer account.

Article 79. (Account Management Institution’s Obligation to Cancel)(1)

As prescribed in paragraph (1) of the preceding paragraph, when the total amountreferred to in item (i) exceeds the issue amount referred to in item (ii) for an
Account Management Institution, such Account Management Institution shall be72obligated to notify a manifestation of intent to waive all obligations against theissuer in relation to an amount equivalent to such excess amount (the amount after
deducting the issue amount referred to in item (ii) from the total amount referred
to item (i)) of such Issue of Book-entry Corporate Bonds.
(i)

The total amount of such Issue of Book-entry Corporate Bonds entered orrecorded in the Participants’ account of such Account Management
Institution in the registry of book-entry transfer accounts maintained bysuch Account Management Institution.

(ii)

The amount of such Issue of Book-entry Corporate Bonds entered orrecorded in the Participants’ account of such Account Management
Institution’s account in the registry of book-entry transfer accountmaintained by the Closest Higher-Positioned Institution of such AccountManagement Institution.

(2)

Paragraph (2) of the preceding Article shall apply mutatis mutandis in relation to
the following matters.
(i)

The amount prescribed in item (i) of the preceding paragraph;(ii)

Where an increase or decrease in the amount is entered or recorded in the
Customer Account prescribed in item (ii) of the preceding paragraph andthere has been claim pertaining to such entry or record and there has beenno such transfer or extinction, the amount listed in the same item.

(3)

In paragraph (1) when the Account Management Institution does not have anamount equivalent to the excess amount prescribed in paragraph (1) for the Issueof Book-entry Corporate Bonds prescribed in the same paragraph, the AccountManagement Institution shall be obligated to acquire such Issue of Book-entry
Corporate Bonds up to such excess amount prior to making a manifestation of
intent to waive pursuant to the same paragraph.

(4)

When the manifestation of intent to waive is given pursuant to paragraph (1), the
Account Management Institution shall immediately notify such Closest HigherPositioned Institution of the following matters.
(i)

The effect of such manifestation of intent to such waiver;

73

(ii)

The Issue and amount of Book-entry Corporate Bonds pertaining to the
manifestation of intent to such waiver.

(5)

When the notice referred to in the preceding paragraph is received the Closest
Higher-Positioned Institution referred to in the preceding paragraph shallimmediately enter or record the following matters in the registry of book-entry
transfer accounts it maintains in relation to the Issue of Book-entry Corporate
Bonds listed in item (ii) of the same paragraph.
(i)

The entry or record of the amount of increase listed in item (ii) of the same
paragraph in relation to the Proprietary Account of the account of the
Account Management Institution referred to in the preceding paragraph;(ii)

The entry or record of the amount of increase listed in item (ii) of thepreceding paragraph in relation to the Customer Account of the accountreferred to in the preceding item.

Article 80. (Treatment in the Case of Non-performance of the Book-entry Transfer
Institution’s Obligation to Cancel)(1)

In the case prescribed in Article 78 (1) during the period until the time that theBook-entry Transfer Institution prescribed in the same paragraph performs theentire obligation of the same paragraph or paragraph (3) of the same Article, theissuer shall be obligated to repay principal and pay interest on the portion relating
to the amount derived by multiplying the ratio of the amount referred to in item (i)of such Issue of Book-entry Corporate Bonds held by all bondholders to theaggregate amount referred to in item (ii) by the excess amount (when there has
been partial performance of the obligation referred to in paragraph (3) of the same
Article, the amount after deducting the amount pertaining to such performance)prescribed in paragraph (1) of the same Article (hereinafter referred to as the“Limit on Book-entry Transfer Institution Portion” in this Article and Article 85).
(i)

The amount of such Issue of Book-entry Corporate Bonds held by suchbondholders (when there should be manifestation of intent to waive theobligation in relation to such Issue of Book-entry Corporate Bonds
pursuant to paragraph (1) of the preceding Article and in the case of a74

Lower-Positioned Institution of such Book-entry Transfer Institution, theamount after deducting the Limit on Account Management Institution
Portion as prescribed in paragraph (1) of the next Article for suchbondholders (Limited to such Lower-Positioned Institution or theParticipant of such Lower-Positioned Institution) in relation to the excess
amount prescribed in the paragraph (1) of the preceding Article for such
Lower-Positioned Institution);(ii)

The aggregate amount of such Issue of Book-entry Corporate Bonds heldby all bondholders (when there should be manifestation of intent to waive
the obligation in relation to such Issue of Book-entry Corporate Bonds
pursuant to paragraph (1) of the preceding Article and in the case of aLower-Positioned Institution of such Book-entry Transfer Institution, thetotal amount after deducting the total Limit on Book-entry Transfer
Institution Portion as prescribed in paragraph (1) of the next Article for all
bondholders that are such Lower-Positioned institution or the Participantof such Lower-Positioned Institution, in relation to the excess amountprescribed in paragraph (1) of the preceding Article for such LowerPositioned Institution).

(2)

In the case prescribed in Article 78 (1), the Book-entry Transfer Institution
prescribed in the same paragraph shall be obligated to each bondholder for thefollowing matters.
(i)

In the case referred to in the preceding paragraph, the Book-entry Transfer
Institution shall be obligated to repay principal and pay interest instead of
the issuer on the portion relating to Limit on Book-entry Transfer
Institution Portion of such Issue of Book-entry Corporate Bonds held by
all bondholders;(ii)

Apart from the matters listed in the preceding item, the Book-entry
Transfer Institution shall be obligated to pay compensation for damage
caused by non-performance of the obligation referred to in Article 78 (1)or (3).

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Article 81. (Treatment in the Case of Non-performance of the Account Management
Institution’s Obligation to Cancel)(1)

In the case prescribed in Article 79 (1) during the period until the time that the
Account Management Institution prescribed in the same paragraph performs theentire obligation of the same paragraph or paragraph (3) of the same Article, theissuer shall be obligated to repay principal and pay interest on the portion
pertaining to the amount derived by multiplying the ratio of the amount referred
to in item (i) of such Issue of Book-entry Corporate Bonds held by bondholders(limited to such Account Management Institution or the Participant of such
Lower-Positioned Institution) to the aggregate amount referred to in item (ii) by
the excess amount (when there has been partial performance of the obligationreferred to in the same paragraph of the same Article, the amount after deducting
the amount pertaining to such performance) prescribed in paragraph (1) of thesame Article (hereinafter referred to as the “Limit on Account Management
Institution Portion” in this Article and Article 85).
(i)

The amount of such Issue of Book-entry Corporate Bonds held by suchbondholders (when there should be manifestation of intent to waive theobligation in relation to such Issue of Book-entry Corporate Bonds
pursuant to Article 79 (1) and in the case of a Lower-Positioned Institutionof such Account Management Institution, the amount after deducting theLimit on Account Management Institution Portion for such bondholders(Limited to such Lower-Positioned institution or the Participant of such
Lower-Positioned Institution) in relation to the excess amount prescribedin the same paragraph for such Lower-Positioned Institution);(ii)

The aggregate amount of such Issue of Book-entry Corporate Bonds heldby all bondholders that are such Account Management Institution or theParticipant of such Lower-Positioned Institution (when there should be
manifestation of intent to waive the obligation in relation to such Issue of
Book-entry Corporate Bonds pursuant to Article 79 (1) and in the case of aLower-Positioned Institution of such Account Management Institution, theamount after deducting the total Limit on Account Management Institution

76

Portion of all such bondholders that are such Lower-Positioned institution
or the Participant of such Lower-Positioned Institution, in relation to theexcess amount prescribed in the same paragraph for such LowerPositioned Institution).
(2)

In the case prescribed in Article 79 (1), the Account Management Institution
prescribed in the same paragraph shall be obligated to the bondholders prescribedin the preceding paragraph in relation to the following matters.
(i)

In the case referred to in the preceding paragraph, the AccountManagement Institution shall be obligated to repay principal and pay
interest instead of the issuer on the portion relating to the Limit on
Account Management Institution Portion of which is an amount of such
Issue of Book-entry Corporate Bonds held by the bondholders prescribedin the same paragraph;(ii)

Apart from the matters listed in the preceding item, the AccountManagement Institution shall be obligated to pay compensation fordamage caused by non-performance of the obligation referred to in Article
79 (1) or (3).

Article 82. (Treatment in Cases such as Mistaken Redemption by the Issuer)(1)

The repayment of principal or payment of interest by the issuer for an amount for
which there is no obligation pursuant to Article 80 (1) or paragraph (1) of thepreceding Article, even where such issuer acted in good faith, shall not beeffective in cancelling the obligation of such issuer pertaining to other Book-entry
Corporate Bonds of such Issue.

(2)

In the case referred to in the preceding paragraph, the bondholders shall not be
obligated to the issuer to return the amount pertaining to the repayment ofprincipal or payment of interest pursuant to the same paragraph.

(3)

When there has been repayment of principal or payment of interest pursuant toparagraph (1), the issuer shall acquire the rights against the Book-entry Transfer
Institution, etc. of the bondholders pursuant to Article 80 (2) (i) and paragraph (2)77

(i) of the preceding paragraph in relation to the limit on the amount prescribed in
the preceding paragraph.

Section 4. Special Provisions of the Companies Act

Article 83. (Special Provisions of the Companies Act concerning Short-term Corporate
Bonds)(2)

Share options may not be attached to short-term corporate bonds.

(3)

A bond registry need not be created for short-term corporate bonds.

(4)

The Companies Act Part 4, Chapter 3 shall not apply to short-term corporate
bonds.

Article 84. (Special Provisions of the Companies Act concerning Issuance of Book-entry
Corporate Bonds)(1)

The issue of Book-entry Corporate Bonds shall indicate intent for the provisionsof the Law to apply in relation to the notification pursuant to the Companies Act
Article 677 (1) in relation to such Book-entry Corporate Bonds, provided,
however, that this shall not apply to short-term corporate bonds.

(2)

The bond registry for Book-entry Corporate Bonds shall enter or record the effectof the application of this law in relation to such Book-entry Corporate Bonds.

(3)

A person who intends to subscribe for Book-entry Corporate Bonds shall notify
the issuer of such Book-entry Corporate Bonds of the account established for
him/her self to conduct book-entry transfer of such Book-entry Corporate Bonds
when filling in the documents referred to in the Companies Act Article 677 (2) orentering into a contract referred to in Article 679 of the same Law.

(4)

A person who intends to receive delivery of the Book-entry Corporate Bonds
pursuant to a demand prescribed in the main clause of Article 166 (1) of theCompanies Act shall notify the company that will deliver such Book-entry
Corporate Bonds to the account (except for Special Accounts) for book entry
transfer of such Book-entry Corporate Bonds established for him/her self.

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Article 85. (Voting Rights of Bondholders in the Case of Non-performance of the
Obligation to Cancel)(1)

Notwithstanding the Companies Act Article 723 (1), in the case of Article 80 (1)or Article 81 (1), each bondholder shall have voting rights at a meeting of
bondholders in proportion to the amount of bonds held (except for the total
amount of the Limit on Book-entry Transfer Institution Portion and the Limit on
Account Management Institution Portion).

(2)

In the application of the Companies Act Article 718 (1) and Article 736 (1) as
well as the Secured Bonds Trust Law Article 95 (1), the bondholder prescribed in
Article 80 (1) and Article 81 (1) shall be deemed not to hold corporate bonds inrelation to the Limit on Book-entry Transfer Institution Portion and the Limit on
Account Management Institution Portion.

Article 86. (Provision of Certificates)(1)

Bondholders of Book-entry Corporate Bonds demanding a convocation of abondholders’ meeting pursuant to the Companies Act Article 718 (1) orconvening a bondholders’ meeting pursuant to paragraph (3) of the same Article,
exercising their voting right at a bondholders’ meeting or investigating the state of
the collateral retained pursuant to the Secured Bonds Trust Law Article 95 (1)shall, having received delivery of the documents prescribed in the main clause ofparagraph (3), provide such documents to the persons prescribed in each of thefollowing items in line with following classifications.
(i)When there is a bond administrator, such bond administrator;(ii)

When there is a commissioned company for the trust agreement pursuant
to the Secured Bonds Trust Law Article 2 (1), such commissioned
company;

(iii)
(2)

In the case other than listed in the preceding two items, the issuer.

For the bondholder of a Book-entry Corporate Bonds to exercise his/her voting
right at a bondholders’ meeting, the certificate shall be provide as prescribed in79the preceding paragraph at least one week prior to the bondholders’ meeting andthis shall be disclosed on the day of the bondholders’ meeting.
(3)

The bondholder of the Book-entry Corporate Bonds may demand such Closest
Higher-Positioned Institution to deliver certification in writing of the matterslisted in each item of Article 68 (3) in relation to such Book-entry Corporate
Bonds entered or recorded in his/her own account in the registry of book-entry
transfer accounts maintained by such Closest Higher-Positioned Institution,
provided, however, that this shall not apply if the person has already received the
documents prescribed in this paragraph in relation to such Book-entry Corporate
Bonds and such documents have not been returned to such Closest HigherPositioned Institution.

(4)

A bondholder who has received delivery of the documents prescribed in the mainclause of the preceding paragraph may, during the period until such documents
are returned to such Closest Higher-Positioned Institution referred to in the same
paragraph, apply for book-entry transfer or apply for cancellation in relation to theBook-entry Corporate Bonds that were certified by such documents.

Article 86-2. (Special Provisions of the Companies Act concerning Mergers and Other
Transactions)(1)

When the surviving company after an absorption-type merger (referred to as asurviving company after an absorption-type merger pursuant to the Companies
Act Article 749 (1); the same shall apply hereinafter), or the wholly-owned parent
company of a share exchange pursuant to Article 767 of the same Law(hereinafter abbreviated as the “Surviving Company, etc.” in this Chapter and in
Chapters 7 to 9 inclusive) or a company established through a consolidation-typemerger (referred to as a company established through a consolidation-type merger
pursuant to Article 753 (1) of the same Law; the same shall apply hereinafter), or
the wholly-owned parent company established through a share transfer pursuant
to Article 773 (1) (i) of the same Law (hereinafter abbreviated as the “Newly
Established Company, etc.” in this Chapter and in Chapters 7 to 9 inclusive)
intends to deliver Book-entry Corporate Bonds when it undertakes an absorption-

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type merger, or share exchange (hereinafter abbreviated as “Absorption-typeMerger, etc.” in this Chapter and in Chapters 7 to 9 inclusive), or a consolidationtype merger, or a share transfer (abbreviated as “Newly Established Merger, etc.”
in Chapters 7 to 9 inclusive), the notice referred to in Article 69-2 (1) (i) to begiven on the day prescribed in the same paragraph shall be the day on which theAbsorption-type Merger, etc. became effective or the date of incorporation of the
Newly Established Company, etc. (hereinafter referred to as the “Effective Dateof the Merger and Other Transactions” in this Chapter and in Chapters 7 to 9
inclusive).
(2)

Where the Surviving Company, etc. intends to transfer Book-entry Corporate
Bonds when conducting an Absorption-type Merger, etc., such Surviving
Company, etc. shall without delay following the Effective Date of the Merger andOther Transactions apply for book-entry transfer in relation to such Book-entry
Corporate Bonds.

(3)

Where a merger by a membership company, where the surviving company after
an absorption-type merger or a company established through a consolidation-typemerger intends to deliver Book-entry Corporate Bonds when merging, the merger
contract shall prescribe an account (except for a Special Account) for conducting
book-entry transfer of such Book-entry Corporate Bonds established for theemployees of the membership company.

(4)

Where the Successor Company in Absorption-type Split (referred to as a
Successor Company in Absorption-type Split pursuant to the Companies Act
Article 757; the same shall apply hereinafter), or the company established in an
Incorporation-type Split (referred to as a company established in an
Incorporation-type Split pursuant to the Companies Act Article 763; the same
shall apply hereinafter) intends to deliver Book-entry Corporate Bonds when thecompany splits, the Absorption-type Split contract or the Incorporation-type Split
contract shall prescribe an account (except for a Special Account) for conducting
book-entry transfer of such Book-entry Corporate Bonds established for thecompany to be split.

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Article 86-3. (Exemptions)
The Companies Act Article 681 (iv) and (v), Article 682 (1) to (3) inclusive, Article 688(1), Article 690 (1), Article 691 (1) and (2), Article 693 (1) and Article 694 (1) shall not
apply in relation to Book-entry Corporate Bonds.

Section 5. Miscellaneous Provisions

Article 87.
(1)

In the case of a notice referred to in Article 69 (1), the Book-entry Transfer
Institution that receives such notice shall immediately take action in accordancewith the method prescribed in the applicable Cabinet Order to alert the Participant
to the matters listed in item (vii) of the same paragraph concerning the Issue of
Book-entry Corporate Bonds pertaining to such notice.

(2)

The cost relating to the measures in the preceding paragraph shall be borne by theissuer of Book-entry Corporate Bonds referred to in the same paragraph.

Chapter 5. Book-entry Transfer of Government Bonds

Section 1. Common Provisions

Article 88. (Ownership of Rights)
Except in the case referred to in paragraph (2) of the next Article, the ownership of rights(except for the right to claim interest prescribed in Article 98) in relation to government
bonds designated by the Minister of Finance as being subject to the application of thisLaw (hereinafter referred to as “Book-entry Government Bonds”) shall be prescribed in
the entry or recording in the registry of book-entry transfer accounts pursuant to this
Chapter.

Article 89. (Non-issuance of Government Bond Certificates)

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(1)

Government bond certificates may not be issued for Book-entry Government
Bonds.

(2)

Notwithstanding the preceding paragraph, where the designation as prescribed in
Article 3 (1) of the Book-entry Transfer Institution handling such Book-entry
Government Bonds is revoked pursuant to Article 22 (1) or such designation loses
effect pursuant to Article 41 (1), and there is no successor to the Book-entry
Transfer Business of such Book-entry Transfer Institution, the bondholders of theBook-entry Government Bonds may demand the issuance of government bondcertificates from the State.

Article 90. (Definitions)(1)

In this Chapter “Book-entry Government Bonds Eligible for Stripping” shallmean Book-entry Government Bonds that are designated by the Minister ofFinance as being eligible for application to be separated into the principal
component and the interest component (hereinafter referred to as “Separation of
Principal and Interest”) pursuant to Article 93 (1).

(2)

In this Chapter “Principal-only Book-entry Government Bonds” shall mean Bookentry Government Bonds that are the principal portion of Book-entry Government
Bonds Eligible for Stripping that have been subject to Separation of Principal andInterest pursuant to Article 93.

(3)

In this Chapter “Interest-only Book-entry Government Bonds” shall mean Bookentry Government Bonds that are the interest portion of Book-entry Government
Bonds Eligible for Stripping that have been subject to Separation of Principal andInterest pursuant to Article 93.

Section 2. Registry of Book-entry Transfer Accounts

Article 91. (Matters to be Entered or Recorded in the Registry of Book-entry Transfer
Accounts)

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(1)

Registry of book-entry transfer accounts shall be separated into accounts for eachParticipant.

(2)

The accounts of Account Management Institutions within the registry of bookentry transfer accounts shall be separated into the following items.
(i)Accounts for which such Account Management Institution is entered orrecorded as having rights in relation to the Book-entry Government Bonds(hereinafter referred to as “Proprietary Account” in this Chapter);(ii)

Accounts for which such Account Management Institution or theParticipant of such Lower-Positioned Institution is entered or recorded ashaving rights in relation to the Book-entry Corporate Bonds (hereinafterreferred to as “Customer Account” in this Chapter).

(3)

The following matters shall be entered or recorded in each account (excluding theCustomer Account) within the registry of book-entry transfer accounts.
(i)Names and addresses of the Participants;(ii)

The matters prescribed in the following items according to the following
specified classifications of government bonds (hereinafter referred to as“Issue” in this Chapter).
(a)Book-entry Government Bonds Eligible for Stripping: The nameand code as well as the interest rate and interest payment dates
sufficient to specify the Book-entry Government Bonds Eligible
for Stripping;(b)

Principal-only Book-entry Government Bonds: The name and codeof the Book-entry Transfer Government Bond prior to Separationof Principal and Interest and to the effect of it being the Principalonly Book-entry Government Bonds;(c)Interest-only Book-entry Government Bonds: Matters sufficient tospecify the interest payment dates and to the effect of it being theInterest-only Book-entry Government Bonds;

(d)
(iii)

Other Book-entry Government Bonds: The name and code;

The amount of each Issue (excluding the things in the following item);

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(iv)

When the Participant is a pledgee, the amount of each Issue of Book-entry
Corporate Bonds that is for such purpose or for the purpose of pledging;(v)

When the Participant is a trustee of a trust, the amount that is for such
purpose or the amount referred to in the preceding two items that is trust
asset;(vi)(5)

Other matters prescribed in the applicable Cabinet Order.

The following matters shall be entered or recorded in the Customer Accountwithin the registry of book-entry transfer accounts.

(6)

(i)

Matters listed in items (i) and (ii) of the preceding paragraph;(ii)

The amount of each Issue;(iii)

Other matters prescribed in the applicable Cabinet Order.

Where the Book-entry Transfer Institution establishes an Institution Account, anInstitutional Account category shall be set up in the registry of book-entry transfer
accounts in which the following matters shall be entered or recorded.

(7)

(i)

Issue;(ii)

The amount of each Issue;(iii)

Other matters prescribed in the applicable Cabinet Order.

The registry of book-entry transfer account may be created by electromagnetic
record (limited to those specified by Ordinance of the Competent Ministry).

Article 92. (Procedures for New Entries and Records)(1)

The State shall when issuing bonds notify the following matters in relation to a
specific Issue of Book-entry Government Bonds to the Book-entry Transfer
Institution that provided the consent referred to in Article 13 (1).
(i)

The Issue of the Book-entry Government Bonds pertaining to such issue;(ii)

The name of Participants that acquired the Book-entry Government Bonds
referred to in the preceding item;(iii)

The account prescribed in Article 112 for the Participants referred to in thepreceding item;(iv)

The amount of the Book-entry Transfer Government Bonds acquired byeach Participant;

85

(v)

The total amount of such Book-entry Government Bonds and othermatters prescribed in the applicable Ordinance of the Competent Ministry.

(2)

When there is a notice as referred to in the preceding paragraph the Book-entry
Transfer Institution that received such notice shall immediately execute thefollowing measures in relation to the Issue of Book-entry Government Bonds
pertaining to such notice.
(i)

Where such Book-entry Transfer Institution has opened an accountreferred to in item (iii) of the preceding paragraph, the entry or record of
the amount of increase referred to in paragraph (3) (iv) of the preceding
Article pertaining to the Participant referred to in item (ii) of the preceding
paragraph in the column (hereinafter referred to as the “Hold Column” inthis Chapter) where the matters listed in paragraph (3) (iii) of thepreceding Article are entered and recorded for such account;(ii)

Where such Book-entry Transfer Institution has not opened an accountreferred to in item (iii) of the preceding paragraph, the entry and record of
the amount of increase in the amount referred to in item (iv) of the same
paragraph pertaining to such Participant in the Customer Account of theaccount of a person who is the Closest Lower-Positioned Institution andthe Higher-Positioned Institution of the Participant referred to in item (ii)of the same paragraph or notify the Closest Lower-Positioned Institutionof the matters under items (i) to (iv) inclusive of the same paragraph.

(3)

The preceding paragraph shall apply mutatis mutandis pursuant to the AccountManagement Institution receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

Article 93. (Separation of Principal and Interest Procedures)(1)

In the case of an application for Separation of Principal and Interest in relation to
the specific Issue of Book-entry Government Bonds Eligible for Stripping, theBook-entry Transfer Institution, etc. shall, pursuant to paragraphs (5) to (7)inclusive, enter or record the decrease or increase in the amount in the registry of86

book-entry transfer accounts maintained for such purpose, and give the notice inaccordance with paragraph (4) in relation to such application.
(2)

The application referred to in the preceding paragraph shall be made to such
Closest Higher-Positioned Institution by the Participant in whose account(excluding a Customer Account) there has been an entry or record in the Hold
Column of Book-entry Government Bonds Eligible for Stripping (except for items
subject to attachment).

(3)

The application referred to in paragraph (1) may only be made by such persons
who meet the requirements prescribed by the Minister of Finance.

(4)

The Participant (hereinafter referred to as the “Applicant” in this Article) making
the application referred to in paragraph (1) shall indicate the Issue and amount of
the Book-entry Government Bonds Eligible for Stripping for which a decrease
should be entered or recorded in relation to such application.

(5)

In the case of an application referred to in paragraph (1), the Book-entry Transfer
Institution, etc. that received such application shall execute the following matterswithout delay.
(i)Enter or record the decrease in the amount pertaining to the amountreferred to in the preceding paragraph relating to the Book-entry
Government Bonds Eligible for Stripping referred to in the same
paragraph in the account of the Applicant, and enter or record the increase
for an amount equal to such amount pertaining to such Book-entry transfer
Government Bonds that is each principal portion of such Book-entry
Government Bonds Eligible for Stripping and enter or record the increase
for an amount equal to the interest amount of such Book-entry
Government Bonds Eligible for Stripping pertaining to the Book-entry
transfer Government Bonds that is each interest portion of such Bookentry Government Bonds Eligible for Stripping;(ii)

Where such Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the Issue and amount pertaining to theentry or record of decrease or increase referred to in the preceding item to
the Closest Higher-Positioned Institution.

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(6)

In the case of a notice referred to in item (ii) of the preceding paragraph, theBook-entry Transfer Institution, etc. that receives such notice shall immediately
execute the following matters.
(i)Enter or record the decrease in the amount pertaining to the amountreferred to in paragraph (4) pertaining to the Book-entry Government
Bonds Eligible for Stripping referred to in the same paragraph in the in the
Customer Account in the account of the Account Management Institutionthat issued such notice, and enter or record the increase for an amountequal to such amount pertaining to such Book-entry transfer Government
Bonds that is each principal portion of such Book-entry Government
Bonds Eligible for Stripping and enter or record the increase for an
amount equal to the interest amount of such Book-entry Government
Bonds Eligible for Stripping relating to the Book-entry transfer
Government Bonds that is each interest portion of such Book-entry
Government Bonds Eligible for Stripping;(ii)

Where such Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the Closest Higher-Positioned Institutionof the matters received in the notice prescribed in item (ii) of thepreceding paragraph.

(7)

The preceding paragraph shall apply mutatis mutandis pursuant to the Book-entry
Transfer Institution, etc. receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

Article 94. (Merger of Principal and Interest Procedures)(1)

In the case of an application for merger in relation to the specific Issues ofPrincipal-only Book-entry Government Bonds and Interest-only Book-entry
Government Bonds, the Book-entry Transfer Institution, etc. shall, pursuant toparagraphs (5) to (7) inclusive, enter or record the decrease or increase in theamount in the registry of book-entry transfer accounts maintained for such

88

purpose, and give the notice in accordance with paragraph (4) in relation to suchapplication.
(2)

The application referred to in the preceding paragraph shall be made to such
Closest Higher-Positioned Institution by the Participant in whose account(excluding a Customer Account) there has been an entry or record in the Hold
Column of Principal-only Book-entry Government Bonds and Interest-only Bookentry Government Bonds (except for items subject to attachment).

(3)

The application referred to in paragraph (1) may only be made by such persons
who meet the requirements prescribed in paragraph (3) of the preceding Article.

(4)

The Participant (hereinafter referred to as the “Applicant” in this Article) making
the application referred to in paragraph (1) shall indicate the Issue and amount of
the Principal-only Book-entry Government Bonds and Interest-only Book-entry
Government Bonds for which a decrease should be entered or recorded for suchapplication. In this case, the interest payment date and amount for each Interestonly Book-entry Government Bonds pertaining to such application shall be thesame amount as the amount of Principal-only Book-entry Government Bonds
pertaining to such application, and the Issue and code of the Principal-only Bookentry Government Bonds shall have the same interest payment dates and be forthe same amount as the interest portion of the Book-entry Government Bonds
Eligible for Stripping with the same Issue and code pertaining to such application.

(5)

In the case of an application referred to in paragraph (1), the Book-entry Transfer
Institution, etc. that received such application shall execute the following matterswithout delay.
(i)Enter or record the decrease in the amount in relation to the amountreferred to in the preceding paragraph pertaining to the Principal-only
Book-entry Government Bonds and Interest-only Book-entry Government
Bonds referred to in the preceding paragraph in the account of the
Applicant, and enter or record the increase for an amount equal to theamount of decrease in such Principal-only Book-entry Government Bonds
pertaining to the Book-entry Government Bonds Eligible for Stripping89with the same Issue and code as such Principal-only Book-entry
Government Bonds;(ii)

Where such Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the amount and Issue pertaining to theentry or record of decrease or increase referred to in the preceding item to
the Closest Higher-Positioned Institution.

(6)

In the case of a notice referred to in item (ii) of the preceding paragraph, theBook-entry Transfer Institution, etc. that receives such notice shall immediately
execute the following matters.
(i)Enter or record the decrease in the amount in relation to the amountreferred to in the first sentence of paragraph (4) pertaining to the Principalonly Book-entry Government Bonds and Interest-only Book-entry
Government Bonds referred to in the first sentence of the same paragraphin the account of the Applicant, and enter or record the increase for an
amount equal to the amount of decrease pertaining to such Principal-only
Book-entry Government Bonds relating to the Book-entry Government
Bonds Eligible for Stripping with the same Issue and code as such
Principal-only Book-entry Government Bonds;(ii)

Where such Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the Closest Higher-Positioned Institutionof the matters received in the notice prescribed in item (ii) of thepreceding paragraph.

(7)

The preceding paragraph shall apply mutatis mutandis pursuant to the Book-entry
Transfer Institution, etc. receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

Article 95. (Book-entry Transfer Procedures)(1)

In the case of an application for book-entry transfer in relation to a specific Issueof Book-entry Government Bonds, the Book-entry Transfer Institution, etc. shall,pursuant to paragraphs (4) to (8) inclusive, enter or record the decrease or increase90

in the amount in the registry of book-entry transfer accounts maintained for such
purpose, and give the notice in accordance with paragraph (3) in relation to suchapplication.
(2)

The application referred to in the preceding paragraph shall be made to such
Closest Higher-Positioned Institution by the Participant in whose account(excluding a Customer Account) there has been an entry or record of a decrease in
the amount.

(3)

The person who makes the application referred to in paragraph (1) shall indicate
the following matters in such application.
(i)

The Issue and amount of the Book-entry Government Bonds that should
be entered or recorded as an increase or decrease in relation to such bookentry transfer;(ii)

Distinction between the accounts of such Applicant referred to in thepreceding paragraph for which the entry or record of the decrease is either
a Hold Column or a column in which the matters listed in Article 91 (3)(iv) are entered or recorded (hereinafter referred to as a “Pledge Column”
in this Chapter);(iii)

The account (excluding Customer Accounts; hereinafter referred to as“Book-entry Transferee Account” in this Article) in which the increase
should be entered or record;(iv)

Distinction between the Book-entry Transferee Account (excluding
Customer Accounts) for which the entry or record of the increase is either
a Hold Column or a Pledge Column.

(4)

In the case of an application referred to in paragraph (1), the Book-entry Transfer
Institution, etc. that received such application shall execute the following matterswithout delay.
(i)Enter or record the amount (hereinafter referred to as the “Book-entry
Transfer Amount” in this Article) referred to in item (i) of the preceding
paragraph in the Hold Column or the Pledge Column of the Applicant’s
account prescribed in item (ii) of the preceding paragraph;

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(ii)

Where such Book-entry Transfer Institution, etc. is not the Common
Closest Higher-Positioned Institution pertaining to such book-entry
transfer, notify the matters prescribed in items (i), (iii) and (iv) of thepreceding paragraph to the Closest Higher-Positioned Institution;(iii)

Where such Book-entry Transfer Institution, etc. is the Common Closest
Higher-Positioned Institution pertaining to such book-entry transfer andhas established a Book-entry Transferee Account, enter or record theincrease in the Book-entry Transfer Amount in such Book-entry
Transferee Account in the Hold Column or the Pledge Column(hereinafter referred to as the “Book-entry Transferee Column” in this
Article) as prescribed in item (iv) of the preceding paragraph;(iv)

Where such Book-entry Transfer Institution, etc. is the Common Closest
Higher-Positioned Institution pertaining to such book-entry transfer andhas not established a Book-entry Transferee Account, enter or record theincrease in the Book-entry Transfer Amount in the Customer Account of
the account of the Higher-Positioned Participant of such Book-entry
Transferee Account who is also such Closest Lower-Positioned Institution
and notify such Closest Lower-Positioned Institution of the mattersprescribed in item (i), (iii) and (iv) of the preceding paragraph.

(5)

In the case of a notice referred to in item (ii) of the preceding paragraph the Bookentry Transfer Institution, etc. that receives such notice shall immediately executethe following matters.
(i)Enter or record the decrease in the Book-entry Transfer Amount in the
Customer Account in the account of the Account Management Institutionthat issued such notice;(ii)

Where such Book-entry Transfer Institution, etc. is not the Common
Closest Higher-Positioned Institution pertaining to such book-entry
transfer, notify the Closest Higher-Positioned Institution of the matters
received in the notice prescribed in item (ii) of the preceding paragraph;(iii)

Where such Book-entry Transfer Institution, etc. is the Common Closets
Higher-Positioned Institution pertaining to such book-entry transfer and92

has established a Book-entry Transferee Account, enter or record theincrease in the Book-entry Transfer Amount in the Book-entry Transferee
Column of such Book-entry Transferee Account;(iv)

Where such Book-entry Transfer Institution, etc. is the Common Closets
Higher-Positioned Institution and has not established a Book-entry
Transferee Account pertaining to such book-entry transfer, enter or record
the increase in the Book-entry Transfer Amount in the Customer Accountof the account of the Higher-Positioned Institution of the Participant ofsuch Book-entry Transferee Account that is also such Closest LowerPositioned Institution and notify such Closest Lower-Positioned Institutionof the matters prescribed in item (ii) of the preceding paragraph’.

(6)

The preceding paragraph shall apply mutatis mutandis pursuant to the Book-entry
Transfer Institution, etc. receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

(7)

In the case of a notice referred to in paragraph (4) (iv) or paragraph (5) (iv),(including the case that it shall apply mutatis mutandis pursuant to the preceding
paragraph; hereinafter the same shall apply in this paragraph), the AccountManagement Institution that received such notice shall immediately execute thefollowing matters.
(i)Where such Account Management Institution has established a Book-entry
Transferee Account, enter or record the increase in the Book-entry
Transfer Amount in the Pledge Column of such Book-entry Transferee
Account;(ii)

Where such Account Management Institution has not established a Bookentry Transferee Account, enter or record the increase in the Book-entry
Transfer Amount in the Customer Account of the account of the HigherPositioned Institution of the Participant of such Book-entry Transferee
Account is also such Closest Lower-Positioned Institution and notify such
Closest Lower-Positioned Institution of the matters received in the noticeprescribed in paragraph (4) (iv) or paragraph (5) (iv).

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(8)

The preceding paragraph shall apply mutatis mutandis pursuant to the AccountManagement Institution receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

Article 96. (Cancellation Procedures)(1)

In the case of an application for cancellation in relation to the specific Issue of
Book-entry Government Bonds, the Book-entry Transfer Institution, etc. shall,pursuant to paragraphs (4) to (6) inclusive, enter or record the decrease or increasein the amount in the registry of book-entry transfer accounts maintained for such
purpose, and give the notice in accordance with paragraph (3) in relation to suchapplication.

(2)

The application referred to in the preceding paragraph shall be made to such
Closest Higher-Positioned Institution by the Participant in whose account(excluding a Customer Account) there has been an entry or record of a decrease in
the amount.

(3)

The Participant (hereinafter referred to as the “Applicant” in this Article) who
makes the application referred to in paragraph (1) shall designate the following
matters in such application.
(i)

The Issue and amount of the Book-entry Corporate Bonds for which a
decrease in the amount should be entered or recorded in relation to suchcancellation;(ii)

Distinction between the account of the Applicant for which the entry or
record of the decrease in the amount is in either a Hold Column or a
Pledge Column.

(4)

In the case of an application referred to in paragraph (1), the Book-entry Transfer
Institution, etc. that received such application shall execute the following matterswithout delay.
(i)Enter or record the decrease in the amount relating to the amount referred
to in item (i) of the preceding paragraph in the Hold Column or the Pledge94Column of the Applicant’s account prescribed in item (ii) of the same
paragraph;(ii)

Where the Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the matters prescribed in item (i) of thepreceding paragraph to the Closest Higher-Positioned Institution.

(5)

In the case of a notice referred to in item (ii) of the preceding paragraph, theBook-entry Transfer Institution, etc. that receives such notice shall immediately
execute the following matters.
(i)Enter or record the decrease in the amount referred to in paragraph (3) (i)in the Customer Account in the account of the Account Management
Institution that issued such notice;(ii)

Where such Book-entry Transfer Institution, etc. is the AccountManagement Institution, notify the Closest Higher-Positioned Institutionof the matters received in the notice prescribed in item (ii) of thepreceding paragraph;(6)

The preceding paragraph shall apply mutatis mutandis pursuant to the Book-entry
Transfer Institution, etc. receiving such notice referred to in item (ii) of thepreceding paragraph (including such case as shall apply mutatis mutandis
pursuant to this paragraph).

(7)

The State may demand an application be made against the Closest HigherPositioned Institution for the cancellation of the same number of shares as theamount of Book-entry Government Bonds pertaining to the redemption of such
Book-entry Government Bonds (payment of interest in the case of Interest-only
Book-entry Government Bonds) in such account as a replacement for theredemption of Book-entry Government Bonds in relation to the bondholders andpledgees of the Book-entry Government Bonds.

Article 97. (Procedures for Changing Entry or Record)
When the Book-entry Transfer Institution, etc. knew of a change relating to the matterslisted in each item of paragraph (3), each item of paragraph (4) or each item of paragraph(5) of Article 91 in relation to the registry of book-entry transfer accounts that have been95

prepared, it shall immediately make such entry or record in such registry of book-entry
transfer accounts.

Section 3. Effect of Book-entry Transfer

Article 98. (Transfer of Book-entry Government Bonds)
The transfer of Book-entry Government Bonds (except for claims of interest to the due
date that are not subject to attachment (except for Interest-only Book-entry Government
Bonds); the same shall apply from the next Article to Article 102 inclusive) shall not beeffective unless the transferee receives the entry or record of the increase in amount
pertaining to such transfer in the Hold Column (in the case of an Institution Account, thecolumn for entering or recording the matters listed in Article 91 (5) (ii)) of such accountin accordance with an application.

Article 99. (Pledging Book-entry Government Bonds)
The pledge of Book-entry Government Bonds shall not be effective unless the pledgee
receives the entry or record of the increase in amount pertaining to such pledge in the
Pledge Column of such account in accordance with an application.

Article 100. (Perfection Requirements for Entrustment of Book-entry Government Bonds)
The entrustment of the Book-entry Government Bonds shall not be perfected against athird party unless the trustee receives the entry or record in such account as prescribed in
Article 91 (3) (v), as specified in the applicable Cabinet Order.

Article 101. (Presumption of Participants’ Rights)
A Participant shall be presumed to have valid rights to Book-entry Government Bonds
that are entered or recorded in such account (limited to Proprietary Account for an
Account Management Institution).

Article 102. (Bona Fide Acquisition)

96

A Participant who received an entry or record of increase in relation to a specified Issueof Book-entry Government Bonds in such account (limited to Proprietary Account for an
Account Management Institution) due to an application for book-entry transfer shallacquire the rights to the entry or record of such increase pertaining to such Issue of Bookentry Government Bonds, provided however that this shall not apply when such
Participant acts in bad faith or is grossly negligent.

Article 103. (Book-entry Transfer Institution’s Obligation to Cancel)(1)

Where the aggregate amount of the Issue of Book-entry Government Bonds asprescribed in the preceding Article of all the bondholders of the Book-entry
Government Bonds (except for Book-entry Government Bonds Eligible forStripping, Principal-only Book-entry Government Bonds and Interest-only Bookentry Government Bonds; hereinafter the same shall apply until Article 106)
acquired pursuant to the preceding Article exceeds the total issued amount of such
Issue of Book-entry Government Bonds (excluding the amount already redeemed),
the Book-entry Transfer Institution shall be obliged to acquire such Issue of
Book-entry Government Bonds until reaching such excess amount (the amountafter deducting the issued amount referred to in item (ii) from the total amountreferred to item (i)) when the total amount referred to in item (i) exceeds the total
issued amount referred to in item (ii).
(i)

The total amount of such Issue of Book-entry Government Bonds enteredor registered in the Participants’ account of such Book-entry Transfer
Institution in the registry of book-entry transfer accounts maintained by
the Book-entry Transfer Institution;(ii)

The total issue amount of such Issue of Book-entry Government Bonds(excluding the amount already redeemed).

(2)

Where an increase or decrease in the amount has been entered or recorded in theaccount prescribed in item (i) of the preceding paragraph and there has been aclaim pertaining to such entry or record and there has been no such transfer orextinction, when there is evidence that no such person acquired the amount ofBook-entry Government Bonds pertaining to such entry or transfer as prescribed97

in the preceding Article, the amount prescribed in item (i) of the preceding
paragraph shall be the amount as if there were no such entry or record.
(3)

When Book-entry Government Bonds are acquired pursuant to paragraph (1), theBook-entry Transfer Institution shall immediately be obligated to notify amanifestation of intent to waive all obligations against the State in relation to such
Book-entry Government Bonds.

(4)

Rights in relation to the Book-entry Government Bonds pursuant to the preceding
paragraph shall expire when the manifestation of intent to waive is made pursuant
to the preceding paragraph.

(5)

When the manifestation of intent to waive in relation to the Book-entry
Government Bonds is made pursuant to paragraph (3), the Book-entry Transfer
Institution shall immediately cancel such Book-entry Government Bonds in theregistry of book-entry transfer account.

Article 104. (Account Management Institution’s Obligation to Cancel)(1)

In the case as prescribed in paragraph (1) of the preceding paragraph, when the
total amount referred to in item (i) exceeds the issue amount referred to in item (ii)for an Account Management Institution, such Account Management Institution
shall be obligated to notify a manifestation of intent to waive all obligations
against the State in relation to an amount equivalent to such excess amount (theamount after deducting the issue amount referred to in item (ii) from the total
amount referred to item (i)) of such Issue of Book-entry Government Bonds.
(i)

The total amount of such Issue of Book-entry Government Bonds enteredor registered in the Participants’ account of such Account Management
Institution in the registry of book-entry transfer accounts maintained bysuch Account Management Institution;(ii)

The amount of such Issue of Book-entry Government Bonds entered orrecorded in the Participants’ account of such Account Management
Institution’s account in the registry of book-entry transfer accountmaintained by the Closest Higher-Positioned Institution of such AccountManagement Institution.

98

(2)

Paragraph (2) of the preceding Article shall apply mutatis mutandis pursuant to
the following matters.
(i)

The amount prescribed in item (i) of the preceding paragraph;(ii)

Where an increase or decrease in the amount is entered or recorded in the
Customer Account prescribed in item (ii) of the preceding paragraph andthere has been a claim pertaining to such entry or record and there has
been no such transfer or extinction, the amount listed in the same item.

(3)

In the case of paragraph (1), when the Account Management Institution does nothave an amount equivalent to the excess amount prescribed in paragraph (1) for
the Issue of Book-entry Government Bonds prescribed in the same paragraph, the
Account Management Institution shall be obligated to acquire such Issue of Bookentry Government Bonds up to the such excess amount prior to making amanifestation of intent to waive pursuant to the same paragraph.

(4)

When the manifestation of intent to waive is given pursuant to paragraph (1), the
Account Management Institution shall immediately notify such Closest HigherPositioned Institution of the following matters.
(i)That such manifestation of intent to such waive has occurred;(ii)

The Issue and amount of Book-entry Government Bonds pertaining to the
manifestation of intent of such waiver.

(5)

When the notice referred to in the preceding paragraph is received the Closest
Higher-Positioned Institution referred to in the preceding paragraph shallimmediately enter or record the following matters in the registry of book-entry
transfer accounts it maintains in relation to the Issue of Book-entry Government
Bonds listed in item (ii) of the same paragraph.
(i)

The entry or record of the amount of increase listed in item (ii) of the same
paragraph in relation to the Proprietary Account of the account of the
Account Management Institution referred to in the preceding paragraph;(ii)

The entry or record of the amount of increase listed in item (ii) of thepreceding paragraph in relation to the Customer Account of the accountreferred to in the preceding item.

99Article 105. (Treatment in the Case of non-performance of the Book-entry Transfer
Institution’s Obligation to Cancel)(1)

In the case prescribed in Article 103 (1) during the period until the Book-entry
Transfer Institution prescribed in the same paragraph performs the entire
obligation of the same paragraph or paragraph (3) of the same Article, the State
shall be obligated to repay principal and pay interest on the portion relating to theratio of the amount referred to in item (i) of which is an amount of such Issue of
Book-entry Government Bonds held by all bondholders to the total amountreferred to in item (ii) multiplied by the excess amount (when there has been
partial performance of the obligation referred to in paragraph (3) of the same
Article, the amount after deducting the amount pertaining to such performance)prescribed in paragraph (1) of the same Article (hereinafter referred to as the“Limit on Book-entry Transfer Institution Portion” in this Article).
(i)

The amount of such Issue of Book-entry Government Bonds held by suchbondholders (when there should be manifestation of intent to waive theobligation in relation to such Issue of Book-entry Government Bonds
pursuant to paragraph (1) of the preceding Article and in the case of aLower-Positioned Institution of such Book-entry Transfer Institution, theamount after deducting the Limit on Account Management Institution
Portion as prescribed in paragraph (1) of the next Article for suchbondholders (Limited to such Lower-Positioned institution or theParticipant of such Lower-Positioned Institution) in relation to the excess
amount prescribed in paragraph (1) of the preceding Article in relation tosuch Lower-Positioned Institution);(ii)

The total amount of such Issue of Book-entry Government Bonds held by
all bondholders (when there should be manifestation of intent to waive theobligation in relation to such Issue of Book-entry Government Bonds
pursuant to paragraph (1) of the preceding Article and in the case of aLower-Positioned Institution of such Book-entry Transfer Institution, theamount after deducting the total Limit on Book-entry Transfer Institution
Portion as prescribed in paragraph (1) of the next Article for all100

bondholders that are such Lower-Positioned institution or the Participantof such Lower-Positioned Institution, in relation to the excess amountprescribed in paragraph (1) of the preceding Article in relation to such
Lower-Positioned Institution).
(2)

In the case prescribed in Article 103 (1), the Book-entry Transfer Institution
prescribed in the same paragraph shall be obligated to each bondholder for thefollowing matters.
(i)

In the case referred to in the preceding paragraph, the Book-entry Transfer
Institution shall be obligated to repay principal and pay interest instead of
the issuer on the portion relating to Limit on Book-entry Transfer
Institution Portion of which is an amount of such Issue of Book-entry
Government Bonds held by all bondholders;(ii)

Apart from the matters listed in the preceding item, the Book-entry
Transfer Institution shall be obligated to pay compensation for damage
caused by non-performance of the obligation referred to in Article 103 (1)and (3).

Article 106. (Treatment in the Case of non-performance of the Account Management
Institution’s Obligation to Cancel)(1)

In the case prescribed in Article 104 (1) during the period until the AccountManagement Institution prescribed in the same paragraph performs the entire
obligation of the same paragraph or paragraph (3) of the same Article, the State
shall be obligated to repay principal and pay interest on the portion relating to theratio of the amount referred to in item (i) of which is an amount of such Issue of
Book-entry Government Bonds held by bondholders (limited to such AccountManagement Institution or the Participant of such Lower-Positioned Institution)
to the total amount referred to in item (ii) multiplied by the excess amount (whenthere has been partial performance of the obligation referred to in the same
paragraph of the same Article, the amount after deducting the amount pertaining
to such performance) prescribed in paragraph (1) of the same Article (hereinafter

101referred to as the “Limit on Account Management Institution Portion” in this
Article).
(i)

The amount of such Issue of Book-entry Government Bonds held by suchbondholders (when there should be manifestation of intent to waive theobligation in relation to such Issue of Book-entry Government Bonds
pursuant to Article 104 (1) and in the case of a Lower-Positioned
Institution of such Account Management Institution, the amount after
deducting the Limit on Account Management Institution Portion for suchbondholders (Limited to such Lower-Positioned institution or theParticipant of such Lower-Positioned Institution) in relation to the excess
amount prescribed in the same paragraph in relation to such LowerPositioned Institution);(ii)

The total amount of such Issue of Book-entry Government Bonds held by
all bondholders that are such Account Management Institution or theParticipant of such Lower-Positioned Institution (when there should be
manifestation of intent to waive the obligation in relation to such Issue of
Book-entry Government Bonds pursuant to Article 104 (1) and in the caseof a Lower-Positioned Institution of such Account Management Institution,
the amount after deducting the total Limit on Account Management
Institution Portion of all such bondholders that are such Lower-Positioned
institution or the Participant of such Lower-Positioned Institution, in
relation to the excess amount prescribed in the same paragraph in relation
to such Lower-Positioned Institution).

(2)

In the case prescribed in Article 104 (1), the Account Management Institution
prescribed in the same paragraph shall be obligated to the bondholders prescribedin the preceding paragraph for the following matters.
(i)

In the case referred to in the preceding paragraph, the AccountManagement Institution shall be obligated to repay principal and pay
interest in lieu of the State on the portion relating to the Limit on AccountManagement Institution Portion of which is an amount of such Issue of102

Book-entry Government Bonds held by the bondholders prescribed in thesame paragraph;(ii)

Apart from the matters listed in the preceding item, the AccountManagement Institution shall be obligated to pay compensation fordamage caused by non-performance of the obligation referred to in Article
104 (1) and (3).

Article 107. (Book-entry Transfer Institution’s Obligation to Cancel Pertaining to Bookentry Government Bonds Eligible for Stripping, Etc.)(1)

In the case of calculations where Separation of Principal and Interest proceduresprescribed in Article 93 in relation to the Book-entry Government Bonds Eligible
for Stripping held by the bondholders of all the Book-entry Government Bonds
Eligible for Stripping, etc. has been deemed to occur, if the total amount of eachIssue of Principal-only Book-entry Government Bonds and Interest-only Bookentry Government Bonds held by the bondholders of all the Book-entry
Government Bonds Eligible for Stripping due to the acquisition of Book-entry
Government Bonds Eligible for Stripping, Principal-only Book-entry Government
Bonds and Interest-only Book-entry Government Bonds (hereinafter referred to as“Book-entry Government Bonds Eligible for Stripping, etc.” until Article 110)
pursuant to Article 102, exceeds the total amount of each Issue of Principal-only
Book-entry Government Bonds and Interest-only Book-entry Government Bonds
in the case of calculations deemed by Separation of Principal and Interest
procedures prescribed in the same Article in relation to such total amount on issueof the entire Book-entry Government Bonds Eligible for Stripping (excluding theamount already redeemed), the Book-entry Transfer Institution shall be obliged toacquire such Issue of Principal-only Book-entry Government Bonds and Interestonly Book-entry Government Bonds until reaching such excess amount (theamount after deducting the issue amount referred to in item (ii) from the total
amount referred to item (i)) when the total amount of such Principal-only Bookentry Government Bonds and Interest-only Book-entry Government Bonds
referred to in item (i) exceeds the total amount referred to in item (ii).

103

(i)

In the case of calculations where Separation of Principal and Interest
procedures prescribed in Article 93 in relation to all Book-entry
Government Bonds Eligible for Stripping that have been entered orrecorded in the Participants’ account of such Book-entry Transfer
Institution in the registry of book-entry transfer accounts maintained by
the Book-entry Transfer Institution has been deemed to have occurred, thetotal amount of each Issue of Principal-only Book-entry Government
Bonds and Interest-only Book-entry Government Bonds entered orrecorded in the Participants’ account of such Book-entry Transfer
Institution in the registry of book-entry transfer accounts maintained by
the Book-entry Transfer Institution;(ii)

The total amount of each Issue of Book-entry Government Bonds andInterest-only Book-entry Government Bonds in the case of calculation
when Separation of Principal and Interest procedures has been deemed tohave occurred pursuant to Article 93 for each total amount of such Issue
Bonds (excluding the amount already redeemed) in relation to all Bookentry Government Bonds Eligible for Stripping.

(2)

Where an amount of increase or decrease is entered or recorded in the accountprescribed in item (i) of the preceding paragraph and there has been claim
pertaining to such entry or record and there has been no such transfer or extinction,
when there is evidence that no such person acquired the amount of Book-entry
Government Bonds Eligible for Stripping, etc. pertaining to such entry or transfer
as prescribed in Article 102, the amount prescribed in item (i) of the preceding
paragraph shall be the amount as if there were no such entry or record.

(3)

The application of paragraph (1) shall be calculated in relation to the Book-entry
Government Bonds Eligible for Stripping, etc. that are handled for each Bookentry Transfer Institution that has received the consent pursuant to Article 13 (1)for each Book-entry Government Bonds Eligible for Stripping, etc. acquired
pursuant to Article 102.

(4)

When Principal-only Book-entry Government Bonds and Interest-only Bookentry Government Bonds are acquired pursuant to paragraph (1), the Book-entry

104Transfer Institution shall immediately be obligated to notify a manifestation of
intent to waive all obligations against the State in relation to such Principal-only
Book-entry Government Bonds and Interest-only Book-entry Government Bonds.
(5)

The right in relation to the Principal-only Book-entry Government Bonds andInterest-only Book-entry Government Bonds pursuant to the preceding paragraphshall expire when the manifestation of intent to waive is made pursuant to thesame paragraph.

(6)

When the manifestation of intent to waive in relation to the Principal-only Bookentry Government Bonds and Interest-only Book-entry Government Bonds ismade pursuant to paragraph (4), the Book-entry Transfer Institution shallimmediately cancel such Principal-only Book-entry Government Bonds andInterest-only Book-entry Government Bonds in the registry of book-entry transfer
account.

Article 108. (Account Management Institution’s Obligation to Cancel Pertaining toBook-entry Government Bonds Eligible for Stripping, Etc.)(1)

In the case as prescribed in paragraph (1) of the preceding paragraph, when the
total amount referred to in item (i) exceeds the issue amount referred to in item (ii)for an Account Management Institution with Issues of Principal-only Book-entry
Government Bonds and Interest-only Book-entry Government Bonds, such
Account Management Institution shall be obligated to notify a manifestation of
intent to waive all obligations against the State in relation to an amount equivalent
to such excess amount (the amount after deducting the total amount referred to initem (ii) from the total amount referred to item (i)) of such Issue of Principal-only
Book-entry Government Bonds and Interest-only Book-entry Government Bonds.
(i)

In the case of calculations where Separation of Principal and Interest
procedures prescribed in Article 93 in relation to all Book-entry
Government Bonds Eligible for Stripping that have been entered orrecorded in the Participants’ account of such Book-entry Transfer
Institution in the registry of book-entry transfer accounts maintained by
the Book-entry Transfer Institution has been deemed to have occurred, the105total amount of each Issue of Principal-only Book-entry Government
Bonds and Interest-only Book-entry Government Bonds entered orrecorded in the Participants’ account of such Account Management
Institution in the registry of book-entry transfer accounts maintained bysuch Account Management Institution.
(ii)

In the case of calculations where Separation of Principal and Interest
procedures prescribed in Article 93 in relation to all Book-entry
Government Bonds Eligible for Stripping that have been entered orrecorded in the Customer Account of such Account Management
Institution in the registry of book-entry transfer accounts maintained by
the Closest Higher-Positioned Institution of such Account Management
Institution has been deemed to have occurred, the total amount of eachIssue of Principal-only Book-entry Government Bonds and Interest-only
Book-entry Government Bonds entered or recorded in the Customer
Account of such Account Management Institution in the registry of bookentry transfer accounts maintained by the Closest Higher-Positioned
Institution of such Account Management Institution.

(2)

Paragraph (2) of the preceding Article shall apply mutatis mutandis pursuant to
the following matters.
(i)

The amount prescribed in item (i) of the preceding paragraph;(ii)

Where an amount of increase or decrease is entered or recorded in the
Customer Account prescribed in item (ii) of the preceding paragraph andthe claim pertaining to such entry or record has been made and there has
been no such transfer or extinction, the amount listed in the same item.

(3)

In the case of paragraph (1) when the Account Management Institution does nothave an amount equivalent to the excess amount prescribed in paragraph (1) for
the Issue of Principal-only Book-entry Government Bonds and Interest-only
Book-entry Government Bonds prescribed in the same paragraph, the AccountManagement Institution shall be obligated to acquire such Issue of Principal-only
Book-entry Government Bonds and Interest-only Book-entry Government Bonds

106

up to such excess amount prior to making a manifestation of intent to waive
pursuant to the same paragraph.
(4)

When the manifestation of intent to waive is given pursuant to paragraph (1), the
Account Management Institution shall immediately notify such Closest HigherPositioned Institution of the following matters.
(i)That such manifestation of intent to such waive has occurred;(ii)

The amount and Issue of Principal-only Book-entry Government Bonds
and Interest-only Book-entry Government Bonds pertaining to the
manifestation of intent to so waive.

(5)

When the notice referred to in the preceding paragraph is received the Closest
Higher-Positioned Institution referred to in the preceding paragraph shallimmediately enter or record the following matters in the registry of book-entry
transfer accounts it maintains in relation to the Issue of Principal-only Book-entry
Government Bonds and Interest-only Book-entry Government Bonds listed initem (ii) of the same paragraph.
(i)

The entry or record of the amount of increase listed in item (ii) of the same
paragraph in relation to the Proprietary Account of the account of the
Account Management Institution referred to in the preceding paragraph;(ii)

The entry or record of the amount of increase listed in item (ii) of thepreceding paragraph in relation to the Customer Account of the accountreferred to in the preceding item.

Article 109. (Treatment in the Case of Non-performance of the Book-entry Transfer
Institution’s Obligation to Cancel pertaining to Book-entry Government Bonds Eligible
for Stripping, Etc.)(1)

In the case prescribed in Article 107 (1) when the Book-entry Transfer Institution
prescribed in the same paragraph is subject to the obligation referred to in thesame paragraph and paragraph (4) of the same Article in relation to Book-entry
Government Bonds Eligible for Stripping, etc., during the period until such Bookentry Transfer Institution performs all of such obligation the State shall beobligated to repay principal on such Issues of Principal-only Book-entry

107Government Bonds held by each bondholder on the portion relating to the ratio of
the amount referred to in item (i) of which is an amount of such Issue of Bookentry Government Bonds Eligible for Stripping, etc. that have the same Issue andcode as such Issue of Principal-only Book-entry Government Bonds held by all
bondholders to the total amount referred to in item (ii) multiplied by the excess
amount (when there has been partial performance of the obligation referred to inparagraph (4) of the same Article, the amount after deducting the amount
pertaining to such performance) prescribed in paragraph (1) of the same Article(hereinafter referred to as the “Limit on the Principal Amount of Book-entry
Transfer Institution Portion” in this Article).
(i)

The amount of such Issue of Principal-only Book-entry Government
Bonds and Book-entry Government Bonds Eligible for Stripping that havethe same Issue and code as the Principal-only Book-entry Government
Bonds held by such bondholders (when there should be manifestation of
intent to waive the obligation in relation to such Issue of Principal-only
Book-entry Government Bonds pursuant to paragraph (1) of the preceding
Article and in the case of a Lower-Positioned Institution of such Bookentry Transfer Institution, the amount after deducting the Limit on the
Principal Amount of the Account Management Institution Portion asprescribed in paragraph (1) of the next Article for such bondholders(Limited to such Lower-Positioned institution or the Participant of such
Lower-Positioned Institution) in relation to the excess amount prescribedin paragraph (1) of the preceding Article for such Lower-Positioned
Institution);(ii)

The total amount of such Issue of Principal-only Book-entry Government
Bonds and Book-entry Government Bonds Eligible for Stripping that havethe same Issue and code as the Principal-only Book-entry Government
Bonds held by all bondholders (when there should be manifestation of
intent to waive the obligation in relation to such Issue of Principal-only
Book-entry Government Bonds pursuant to paragraph (1) of the preceding
Article and in the case of a Lower-Positioned Institution of such Book-108

entry Transfer Institution, the amount after deducting the total Limit on the
Principal Amount of Account Management Institution Portion asprescribed in paragraph (1) of the next Article for all bondholders that aresuch Lower-Positioned Institution or the Participant of such LowerPositioned Institution, in relation to the excess amount prescribed inparagraph (1) of the preceding Article for such Lower-Positioned
Institution).
(2)

In the case prescribed in Article 107 (1) when the Book-entry Transfer Institution
is subject to the obligation referred to in the same paragraph and paragraph (4) of
the same Article in relation to Book-entry Government Bonds Eligible forStripping, etc., during the period until such Book-entry Transfer Institution
performs all of such obligation, the State shall be obligated to pay interest on such
Issues of Interest-only Book-entry Government Bonds (limited to items handled
by such Book-entry Transfer Institution, hereinafter the same shall apply in this
Article and the next Article) held by each bondholder on the portion relating to
the ratio of the amount referred to in item (i) of which is an amount of such Issueof Book-entry Government Bonds Eligible for Stripping, etc. (limited to items
handled by such Book-entry Transfer Institution, hereinafter the same shall apply
in this Article and the next Article) that have the same interest payment dates assuch Issue of Interest-only Book-entry Government Bonds held by all
bondholders to the total amount referred to in item (ii) multiplied by the excess
amount (when there has been partial performance of the obligation referred to inparagraph (4) of the same Article, the amount after deducting the amount
pertaining to such performance) prescribed in paragraph (1) of the same Article(hereinafter referred to as the “Limit on the Interest Amount of Book-entry
Transfer Institution Portion” in this Article).
(i)

The amount of such Issue of Interest-only Book-entry Government Bonds
and Book-entry Government Bonds Eligible for Stripping that have thesame interest payment dates as the Interest-only Book-entry Government
Bonds held by such bondholders (when there should be manifestation of
intent to waive the obligation in relation to such Issue of Interest-only

109

Book-entry Government Bonds pursuant to paragraph (1) of the preceding
Article and in the case of a Lower-Positioned Institution of such Bookentry Transfer Institution, the amount after deducting the Limit on theInterest Amount of Account Management Institution Portion as prescribedin paragraph (2) of the next Article for such bondholders (Limited to such
Lower-Positioned institution or the Participant of such Lower-Positioned
Institution) in relation to the excess amount prescribed in paragraph (1) of
the preceding Article for such Lower-Positioned Institution);(ii)

The total amount of such Issue of Interest-only Book-entry Government
Bonds and Book-entry Government Bonds Eligible for Stripping that havethe same interest payment dates as the Interest-only Book-entry
Government Bonds held by all bondholders (when there should be
manifestation of intent to waive the obligation in relation to such Issue ofInterest-only Book-entry Government Bonds pursuant to paragraph (1) of
the preceding Article and in the case of a Lower-Positioned Institution ofsuch Book-entry Transfer Institution, the amount after deducting the total
Limit on the Interest Amount of Account Management Institution Portion
as prescribed in paragraph (2) of the next Article for all bondholders thatare such Lower-Positioned institution or the Participant of such LowerPositioned Institution, in relation to the excess amount prescribed inparagraph (1) of the preceding Article for such Lower-Positioned
Institution).

(3)

In the case prescribed in Article 107 (1), the Book-entry Transfer Institution
prescribed in the same paragraph shall be obligated to each bondholder for thefollowing matters.
(i)

In the case referred to in paragraph (1), the Book-entry Transfer Institution
shall be obligated to repay principal instead of the State on the portion
relating to the Limit on the Principal Amount of Book-entry Transfer
Institution Portion of which is such Issue of Principal-only Book-entry
Government Bonds and Book-entry Government Bonds Eligible for110Stripping that have the same Issue and code as the Principal-only Bookentry Government Bonds held by each bondholder;(ii)

In the case referred to in the preceding paragraph, the Book-entry Transfer
Institution shall be obligated to pay interest instead of the State on the
portion relating to the Limit on the Interest Amount of Book-entry
Transfer Institution Portion of which is such Issue of Interest-only Bookentry Government Bonds and Book-entry Government Bonds Eligible forStripping that have the same interest payment dates as the Interest-only
Book-entry Government Bonds held by each bondholder;(iii)

Apart from the matters listed in the preceding two items, the Book-entry
Transfer Institution shall be obligated to pay compensation for damage
caused by non-performance of the obligation referred to in Article 107 (1)and (4).

Article 110. (Treatment in the Case of Non-performance of the Account Management
Institution’s Obligation to Cancel pertaining to Book-entry Government Bonds Eligible
for Stripping, Etc.)(1)

In the case prescribed in Article 108 (1) when the Account Management
Institution is subject to the obligation referred to in the same paragraph andparagraph (3) of the same Article in relation to Book-entry Government Bonds
Eligible for Stripping, etc., during the period until such Account Management
Institution performs all of such obligation the State shall be obligated to repay
principal on such Issues of Principal-only Book-entry Government Bonds held bybondholders (limited to such Account Management Institution or the Participantof such Lower-Positioned Institution) on the portion relating to the ratio of theamount referred to in item (i) of which is an amount of such Issue of Book-entry
Government Bonds Eligible for Stripping, etc. that have the same Issue and code
as such Issue of Principal-only Book-entry Government Bonds held by all
bondholders to the total amount referred to in item (ii) multiplied by the excess
amount (when there has been partial performance of the obligation referred to inparagraph (4) of the same Article, the amount after deducting the amount111

pertaining to such performance) prescribed in paragraph (1) of the same Article(hereinafter referred to as the “Limit on the Principal Amount of AccountManagement Institution Portion” in this Article).
(i)

The amount of such Issue of Principal-only Book-entry Government
Bonds and Book-entry Government Bonds Eligible for Stripping that havethe same Issue and code as the Principal-only Book-entry Government
Bonds held by such bondholders (when there should be manifestation of
intent to waive the obligation in relation to such Issue of Principal-only
Book-entry Government Bonds pursuant to Article 108 (1) and in the caseof a Lower-Positioned Institution of such Account Management Institution,
the amount after deducting the Limit on the Principal Amount of the
Account Management Institution Portion for such bondholders (Limited tosuch Lower-Positioned institution or the Participant of such LowerPositioned Institution) in relation to the excess amount prescribed inparagraph (1) of the preceding Article for such Lower-Positioned
Institution);(ii)

The total amount of such Issue of Principal-only Book-entry Government
Bonds and Book-entry Government Bonds Eligible for Stripping that havethe same Issue and code as the Principal-only Book-entry Government
Bonds held by all bondholders that are such Account Management
Institution or a Participant of such Lower-Positioned Institution (whenthere should be manifestation of intent to waive the obligation in relation
to such Issue of Principal-only Book-entry Government Bonds pursuant to
Article 108 (1) and in the case of a Lower-Positioned Institution of such
Account Management Institution, the amount after deducting the total
Limit on the Principal Amount of Account Management Institution
Portion for all bondholders that are such Lower-Positioned Institution or
the Participant of such Lower-Positioned Institution, in relation to theexcess amount prescribed in paragraph (1) of the preceding Article forsuch Lower-Positioned Institution).

112

(2)

In the case prescribed in Article 108 (1) when the Account Management
Institution is subject to the obligation referred to in the same paragraph andparagraph (3) of the same Article in relation to Book-entry Government Bonds
Eligible for Stripping etc., during the period until such Account Management
Institution performs all of such obligation the State shall be obligated to pay
interest on such Issues of Interest-only Book-entry Government Bonds held bybondholders (limited to such Account Management Institution or a Participant ofsuch Lower-Positioned Institution) on the portion relating to the ratio of theamount referred to in item (i) of which is an amount of such Issue of Book-entry
Government Bonds Eligible for Stripping, etc. that have the same interest
payment dates as such Issue of Interest-only Book-entry Government Bonds heldby all bondholders to the total amount referred to in item (ii) multiplied by theexcess amount (when there has been partial performance of the obligation referred
to in the same paragraph, the amount after deducting the amount pertaining tosuch performance) prescribed in paragraph (1) of the preceding Article(hereinafter referred to as the “Limit on the Interest Amount of AccountManagement Institution Portion” in this Article).
(i)

The amount of such Issue of Interest-only Book-entry Government Bonds
and Book-entry Government Bonds Eligible for Stripping that have thesame interest payment dates as the Interest-only Book-entry Government
Bonds held by such bondholders (when there should be manifestation of
intent to waive the obligation in relation to such Issue of Interest-only
Book-entry Government Bonds pursuant to Article 108 (1) and in the caseof a Lower-Positioned Institution of such Book-entry Transfer Institution,
the amount after deducting the Limit on the Interest Amount of AccountManagement Institution Portion for such bondholders (Limited to such
Lower-Positioned institution or the Participant of such Lower-Positioned
Institution) in relation to the excess amount prescribed in paragraph (1) of
the preceding Article in relation to such Lower-Positioned Institution);(ii)

The total amount of such Issue of Interest-only Book-entry Government
Bonds and Book-entry Government Bonds Eligible for Stripping that have113the same interest payment dates as the Interest-only Book-entry
Government Bonds held by all bondholders that are such AccountManagement Institution or a Participant of such Lower-Positioned
Institution (when there should be manifestation of intent to waive theobligation in relation to such Issue of [Interest only] Book-entry
Government Bonds pursuant to Article 108 (1) and in the case of a LowerPositioned Institution of such Account Management Institution, theamount after deducting the total Limit on the Interest Amount of AccountManagement Institution Portion for all bondholders that are such LowerPositioned institution or the Participant of such Lower-Positioned
Institution, in relation to the excess amount prescribed in paragraph (1) of
the preceding Article in relation to such Lower-Positioned Institution).
(3)

In the case prescribed in Article 108 (1), the Account Management Institution
prescribed in the same paragraph shall be obligated to the bondholders prescribedin the two preceding paragraphs for the following matters.
(i)

In the case referred to in paragraph (1), the Account Management
Institution shall be obligated to repay principal instead of the State on the
portion relating to the Limit on the Principal Amount of AccountManagement Institution Portion of which is such Issue of Principal-only
Book-entry Government Bonds and Book-entry Government Bonds
Eligible for Stripping that have the same Issue and code as the Principalonly Book-entry Government Bonds held by the bondholders prescribed in
the same paragraph;(ii)

In the case referred to in the preceding paragraph, the Book-entry Transfer
Institution shall be obligated to pay interest in lieu of the State on the
portion relating to the Limit on the Interest Amount of AccountManagement Institution Portion of which is such Issue of Interest-only
Book-entry Government Bonds and Book-entry Government Bonds
Eligible for Stripping that have the same interest payment dates as theInterest-only Book-entry Government Bonds held by the bondholders
prescribed in the same paragraph;114

(iii)

Apart from the matters listed in the preceding two items, the AccountManagement Institution shall be obligated to pay compensation fordamage caused by non-performance of the obligation referred to in Article
108 (1) and (3).

Article 111. (Treatment in Cases such as Mistaken Redemption by the State)(1)

The repayment of principal or payment of interest by the State for an amount for
which there is no such obligation pertaining to an Issue on which the obligation
has ceased pursuant to Article 105 (1), Article 106 (1), Article 109 (1) or (2), or
paragraphs (1) or (2) of the preceding Article, even where the State acted in goodfaith, shall not be effective in cancelling the obligation of such issuer pertaining tothe obligation of the State relating to other Book-entry Government Bonds of such
Issue.

(2)

In the case referred to in the preceding paragraph, the bondholders of the Bookentry Government Bonds shall not be obligated to the State to repay the amount
pertaining to the repayment of principal or payment of interest pursuant to thesame paragraph.

(3)

When principal has been repaid or interest paid pursuant to paragraph (1), theState shall acquire the rights against the Book-entry Transfer Institution, etc. of
the bondholders of the Book-entry Government Bonds pursuant to Article 105 (2)(i), Article 106 (2) (i), Article 109 (3) (i) or (ii), or paragraph (3) (i) or (ii) of thepreceding paragraph in relation to the limit on the amount prescribed in thepreceding paragraph.

Section 4. Miscellaneous Provisions

Article 112.
A person who intends to subscribe for Book-entry Government Bonds shall notify theState of the account established for him/her self to conduct book-entry transfer of such
Book-entry Government Bonds at the time of such subscription.

115

Chapter 6. Book-entry Transfer of Other Government Bonds and Other Securities

Section 1. Book-entry Transfer of Municipal Bonds

Article 113. (Mutatis Mutandis Application of the Provisions pertaining to Corporate
Bonds to Municipal Bonds)
Chapter 4 (except for Article 66 (i), Article 69 (1) (v) and (vi) and (2) (i) (b) and (c),Article 69-2, Article 70-2, and Section 4) shall apply mutatis mutandis to municipal
bonds. In this case, the text appearing in the middle column of the following table as it
relates to the provisions listed in the corresponding first column shall be deemed to be
replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.
Article 67 (1)Corporate bond certificates

Municipal bond certificates(referred to as municipal bondcertificates as prescribed in the
Companies Act Article 705 (2)when re-read as applied mutatis
mutandis pursuant to the Local
Government Finance Act (Law
No. 109 of 1948) Article 5-6;
the same shall apply
hereinafter)

Article 67 (2)corporate bond certificatesmunicipal bond certificates

Article 68 (3) (ii)Trade name

Name

Article 69 (1) (ii)

Participants who are

Participants who arebondholders or pledgees

bondholders

The amount (except for that

The amount

Article 69 (1) (iv)

listed in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item

116

(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
Article 69 (2) (ii)amount of increase in theamount of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v) of thesame paragraphArticle 70 (3) (ii)items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” in this
Chapter) for entering or
recording the matters listed in
Article 68 (3) (iv)

Article 71 (7)the bond administrator or

the person entrusted withcommissioned company for thesubscription or management oftrust agreement prescribed in

the municipal bond as

the Secured Bonds Trust Law

prescribed in the Companies

Article 2 (1)Act Article 705 (1) when reread as applied mutatis
mutandis pursuant to the Local
Government Finance Act
Article 5-6

Bond Administrator, etc.

Commissioned Company, etc.

Article 71 (8)Bond Administrator, etc.

Commissioned Company, etc.

Article 80 (1) andin this Article and Article 85

in this Article

Article 81 (1)Article 114. (Clear Indication of the Application of Law)

117

(1)

The issuer of municipal bonds for which such rights shall be prescribed in theentry or record in the registry of book-entry transfer accounts shall clearly
indicate to a person who intends to subscribe that this Law shall apply in relation
to such municipal bonds provided, however, that this shall not apply to the case ofa person who subscribes to the total amount of such municipal bonds according toa contract.

(2)

A person who intends to subscribe to the municipal bonds for which such rights
shall be prescribed in the entry or record in the registry of book-entry transfer
accounts shall notify the issuer of such municipal bonds of the account establishedfor him/her self to conduct book-entry transfer of such municipal bonds at thetime of such subscription.

Section 2. Book-entry Transfer of Investment Corporation Bonds

Article 115. (Mutatis Mutandis Application of the Provisions pertaining to Corporate
Bonds to Investment Corporation Bonds)
Chapter 4 (except for Article 66 (i), Article 69 (1) (v) and (vi) and (2) (i) (b) and (c),Article 69-2, Article 70-2, Article 83, Article 84 (4), Article 86-2 and Article 86-3) shallapply mutatis mutandis to investment corporation bonds. In this case, the text appearing
in the middle column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the last column,
and any additional necessary technical replacements shall be as specified in theapplicable Cabinet Order.
Article 67 (1)Corporate bond certificates

Investment corporation bondcertificates (referred to as
investment corporation bondcertificates as prescribed in the
Act on Investment Trust andInvestment Corporation Article
2 (25); the same shall apply
hereinafter)

118

Article 67 (2)corporate bond certificates

investment corporation bondcertificates

Article 69 (1) (ii)

Article 69 (1) (iv)

Participants who are

Participants who arebondholders or pledgees

bondholders

The amount (except for that

The amountlisted in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
Article 69 (2) (ii)amount of increase in theamount of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v) of thesame paragraphArticle 70 (3) (ii)items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” in this
Chapter) for entering or
recording the matters listed in
Article 68 (3) (iv)

Article 71 (7)bond administrator orinvestment corporation bondadministrator (referred to as
investment corporation bondadministrator prescribed in the
Act on Investment Trust andInvestment Corporation Article
119 -8; the same shall apply
hereinafter) or

Bond Administrator, etc.

Investment Corporation Bond

119

Administrator, etc.
Article 71 (8)Bond Administrator, etc.

Investment Corporation Bond
Administrator, etc.

Article 84 (1)the Companies Act Article 677

the Act on Investment Trust(1)and Investment Corporation
Article 139-4 (1)Article 84 (2)the bond registry

the investment corporationbond registry (referred to as theinvestment corporation bondregistry as prescribed in the
Companies Act Article 681
when re-read as applied mutatis
mutandis pursuant to the Act on
Investment Trust andInvestment Corporation Article
139-7)

Article 84 (3)the Companies Act Article 677

the Act on Investment Trust(2)and Investment Corporation
Article 139-4 (2)Article 85 (1)Article 679

Article 139-6

meeting of bondholders

meeting of investment
corporation bondholders(referred to as meeting ofinvestment corporation
bondholders as prescribed in
the Act on Investment Trustand Investment Corporation
Article 139-10 (1); the same
shall apply hereinafter)

Article 86 (1)meeting of bondholders

meeting of investment
corporation bondholders

120

Article 86 (1) (i)bond administrator

investment corporation bondadministrator

Article 86 (2)meeting of bondholders

meeting of investment
corporation bondholders

Article 116. (Special Provisions of the Act on Investment Trust and Investment
Corporation concerning Investment Corporation Bonds)
In relation to the application of the Act on Investment Trust and Investment Corporation
Article 196 (1) and (2), Article 197 and Article 219 in relation to the investment
corporation bonds for which such rights shall be prescribed in the entry or record in theregistry of book-entry transfer accounts (hereinafter referred to as “Book-entry
Investment Corporation Bonds”), Book-entry Investment Corporation Bonds shall bedeemed to be investment securities etc. prescribed in the same law that are investment
corporation bonds prescribed in the same law.

Article 116-2. (Exception to Application of the Act on Investment Trust and Investment
Corporation for Book-entry Investment Corporation Bonds)
The Companies Act Article 681 (iv) and (v), Article 682 (1) to (3) inclusive, Article 688(1), Article 690 (1), Article 691 (1) and (2), Article 693 (1), and Article 694 (1) asapplied mutatis mutandis pursuant to the Act on Investment Trust and Investment
Corporation Article 139-7 shall not apply in relation to Book-entry Investment
Corporation Bonds.

Article 117. (Mutatis Mutandis Application of the Provisions relating to MutualCompany Corporate Bonds)
Chapter 4 (except for Article 66 (i) (a) to (d) inclusive, Article 69 (1) (v) and (vi) and (2)(i) (b) and (c), Article 69-2, Article 70-2, Article 83, Article 84 (4), Article 86-2, andArticle 86-3) shall apply mutatis mutandis to mutual company corporate bonds (corporate
bonds as prescribed in the Insurance Business Law Article 61; the same shall apply
hereinafter). In this case, the text appearing in the middle column of the following table121as it relates to the provisions listed in the corresponding first column shall be deemed tobe replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.
Article 66 (i)Corporate bonds meeting all

Short-term bonds as prescribed

the following requirementsin the Insurance Business Law(referred to as “Short-term

Article 61-10 (1)Bonds” in Article 83)
Article 67 (1)Corporate bond certificates

Corporate bond certificates(referred to as corporate bondcertificates as prescribed in the
Insurance Business Law Article
61 (vi); the same shall apply
hereinafter)

Article 68 (3) (ii)Trade name

Name

Article 69 (1) (ii)

Participants who are

Participants who arebondholders or pledgees

bondholders

The amount (except for that

The amount

Article 69 (1) (iv)

listed in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
Article 69 (2) (ii)amount of increase in theamount of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v) of thesame paragraphArticle 70 (3) (ii)items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” for122entering or recording thematters listed in Article 68 (3)(iv))
Article 71 (7)bond administrator orbond administrator (referred toas bond administrator asprescribed in the Insurance
Business Law Article 61-6; thesame shall apply hereinafter) or

Article 84 (1)Article 84 (2)the Companies Act Article 677

the Insurance Business Law(1)

Article 61-2 (1)the bond registry

the bond registry (referred to as
the bond registry as prescribedin the Companies Act Article
681 as applied mutatis
mutandis pursuant to theInsurance Business Law Article
61-5)

Article 84 (3)Article 85 (1)the Companies Act Article 677

the Insurance Business Law(2)

Article 61-2 (2)Article 679

Article 61-4

meeting of bondholders

meeting of bondholders(referred to as meeting of
bondholders as prescribed in
the Insurance Business Law
Article 61-8 (1); the same shallapply hereinafter)

Article 117-2. (Exception to the Application of the Insurance Business Law in relation to
Mutual Company Corporate Bonds for which such Rights shall be prescribed in the Entry
or Record in the Registry of Book-entry Transfer Accounts)

123

The Companies Act Article 681 (iv) and (v), Article 682 (1) to (3) inclusive, Article 688(1), Article 690 (1), Article 691 (1) and (2), Article 693 (1), and Article 694 (1) asapplied mutatis mutandis pursuant to the Insurance Business Law Article 61-5 shall not
apply in relation to mutual company corporate bonds for which such rights shall beprescribed in the entry or record in the registry of book-entry transfer accounts.

Section 4. Book-entry Transfer of Specified Corporate Bonds

Article 118. (Mutatis Mutandis Application of the Provisions pertaining to Corporate
Bonds to Specified Corporate Bonds)
Chapter 4 (except for Article 66 (i) (a) to (d) inclusive, Article 69 (1) (v) and (vi) and (2)(i) (b) and (c), Article 69-2, Article 70-2, Article 83, Article 84 (4), Article 86-2, andArticle 86-3) shall apply mutatis mutandis to specified corporate bonds (referred to as
specified corporate bonds prescribed in the Law Concerning Securitization of Assets
Article 2 (7), except for convertible specified corporate bonds (referred to as convertible
specified corporate bonds prescribed in Article 131 (1) of the same Law) and specified
corporate bonds with subscription rights for new preferred equity investment (referred toas specified corporate bonds with subscription rights for new preferred equity investmentprescribed in Article 139 (1) of the same Law); the same shall apply hereinafter). In thiscase, the text appearing in the middle column of the following table as it relates to theprovisions listed in the corresponding first column shall be deemed to be replaced by the
text in the last column, and any additional necessary technical replacements shall be as
specified in the applicable Cabinet Order.
Article 66 (i)Article 67 (1)Corporate bonds meeting allSpecified short-term bonds as

the following requirements

prescribed in the Law(referred to as “Short-term

Concerning Securitization of

Bonds” in Article 83)

Assets Article 2 (8)Corporate bond certificatesSpecified corporate bondcertificates (referred to as
specified corporate bond124

certificates as prescribed in the
Law Concerning Securitizationof Assets Article 2 (9); thesame shall apply hereinafter)
Article 67 (2)corporate bond certificatesspecified corporate bondcertificates

Article 69 (1) (ii)

Article 69 (1) (iv)

Participants who are

Participants who arebondholders or pledgees

bondholders

The amount (except for that

The amountlisted in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
Article 69 (2) (ii)amount of increase in theamount of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v) of thesame paragraphArticle 70 (3) (ii)items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” forentering or recording thematters listed in Article 68 (3)(iv))

Article 71 (7)bond administrator or

specified corporate bondadministrator (referred to as
specified corporate bondadministrator as prescribed in
the Law Concerning

125

Securitization of Assets Article
126; the same shall apply
hereinafter) or
Bond Administrator, etc.

Specified Corporate Bond
Administrator, etc.

Article 71 (8)Bond Administrator, etc.

Specified Corporate Bond
Administrator, etc.

Article 84 (1)the Companies Act Article 677

the Law Concerning(1)

Securitization of Assets Article
122 (1)

Article 84 (2)the bond registry

the bond registry (referred to as
the bond registry as prescribedin the Companies Act Article
681 when re-read as appliedmutatis mutandis pursuant to
the Law Concerning
Securitization of Assets Article
125; the same shall apply
hereinafter)

Article 84 (3)the Companies Act Article 677

the Law Concerning(2)

Securitization of Assets Article
122 (2)

Article 85 (1)Article 679

Article 124

Meeting of bondholders

meeting of specified corporate
bondholders (referred to as
meeting of specified corporate
bondholders as prescribed in
the Law Concerning
Securitization of Assets Article
129 (1); the same shall apply
hereinafter)

126

Article 86 (1)Meeting of bondholders

meeting of specified corporate
bondholders

Article 86 (1) (i)bond administrator

specified corporate bondadministrator

Article 86 (2)Meeting of bondholders

meeting of specified corporate
bondholders

Article 119. (Exception to the Application of the Law Concerning Securitization ofAssets in relation to Specified Corporate Bonds for which such Rights shall be prescribedin the Entry or Record in the Registry of Book-entry Transfer Accounts)
The Companies Act Article 681 (iv) and (v), Article 682 (1) to (3) inclusive, Article 688(1), Article 690 (1), Article 691 (1) and (2), Article 693 (1), and Article 694 (1) asapplied mutatis mutandis pursuant to the Law Concerning Securitization of Assets Article
125 shall not apply in relation to specified corporate bonds for which such rights shall beprescribed in the entry or record in the registry of book-entry transfer accounts.

Section 5. Book-entry Transfer of Special Corporation Bonds

Article 120.
Chapter 4 (except for Article 66 (i) (a) to (d) inclusive, Article 69 (1) (v) and (vi) and (2)(i) (b) and (c), Article 69-2, Article 70-2, and Section 4) and Article 114 shall apply
mutatis mutandis to special corporation bonds (referred to as the rights that should beindicated on bond certificates issued by a juridical person in accordance with a Special
Law). In this case, the text appearing in the middle column of the following table as it
relates to the provisions listed in the corresponding first column shall be deemed to be
replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.
Article 66 (i)Corporate bonds meeting all

Short-term Shoko Chukin Bank

the following requirements

debentures as prescribed in the(referred to as “Short-term

Shoko Chukin Bank Act (Law127

Bonds” in Article 83)

No.14 of 1936) Article 33-2,
short-term bonds as prescribedin the Shinkin Bank Law (Law
No. 238 of 1951) Article 54-4(1), and rights that should belisted on short-term
Norinchukin Bank debentures
as prescribed in the
Norinchukin Bank Law (Law
No. 93 of 2001) Article 62-2
(1)

Article 67

Corporate bond certificatesbond certificates

Article 68 (3) (ii)Trade name

Name

Article 69 (1) (ii)

Participants who are

Participants who arebondholders or pledgees

bondholders

The amount (except for that

The amount

Article 69 (1) (iv)

listed in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
Article 69 (2) (ii)amount of increase in theamount of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v) of thesame paragraphArticle 70 (3) (ii)items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” in this
Chapter) for entering or128

recording the matters listed in
Article 68 (3) (iv)
Article 71 (7)bond administrator or

Person who has been entrusted

commissioned company for thewith the management of thetrust agreement prescribed inrights that should be indicatedthe Secured Bonds Trust Law

on bond certificates issued by a

Article 2 (1)juridical person in accordancewith a Special Law

Bond Administrator, etc.

Special Corporation Bond
Administrator, etc.

Article 71 (8)Bond Administrator, etc.

Special Corporation Bond
Administrator, etc.

Article 80 (1) andthis Article or Article 85

this Article

Article 81 (1)Section 6. Book-entry Transfer of Investment Trusts and Foreign Investment Trust
Beneficiary Rights

Article 121. (Mutatis Mutandis Application of the Provisions pertaining to Corporate
Bonds and Other Securities to Investment Trust Beneficiary Rights)
Chapter 4 (except for Article 66 (i), Article 69 (1) (v) and (vi) and (2) (i) (b) and (c),Article 69-2, Article 70-2, Article 71 (8) and Section 4) shall apply mutatis mutandis toinvestment trust beneficiary rights (referred to as beneficiary rights prescribed in the Law
Concerning Investment Trusts and Investment Companies Article 2 (12), including
beneficiary rights based on trust contracts pertaining to foreign investment trusts; thesame shall apply hereinafter). In this case, the text appearing in the middle column of thefollowing table as it relates to the provisions listed in the corresponding first column shallbe deemed to be replaced by the text in the last column, and any additional necessary
technical replacements shall be as specified in the applicable Cabinet Order.
Article 66

interest

distribution of profits

129

Article 66 (ii)In the resolution

In the investment trust contract(referred to as the investment
trust contract prescribed in the
Act on Investment Trust andInvestment Corporation by
Article 25 (1) and Article 49-4
(1))

all of the corporate bonds to besuch corporate bonds

issued based on such resolution
Article 67 (1)Corporate bond certificatesbeneficiary securities (referred
to as beneficiary securities asprescribed in the Act on
Investment Trust andInvestment Corporation Article
2 (12); the same shall apply
hereinafter)

Article 67 (2)corporate bond certificatesbeneficiary securities

Article 68 (3) (iii) to

Amountnumber of units(v) inclusive, (4) (ii)and (5) (ii)
Article 69 (1)without delay following the day where a trust has beenon which such Book-entry

established

Corporate Bonds were issued
Article 69 (1) (i)

Issue

Trust

Article 69 (1) (ii)

Participants who are

Participants who should be thebondholders or pledgees

beneficiaries of the trust

The amount (except for that

The number of units

Article 69 (1) (iv)

listed in the next item)
Article 69 (1) (vii)aggregate amountaggregate number of units

Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph130

(limited to bondholders in thesame item)

Article 69 (2) (ii)amount of increase

number of units of increaseamount of increase in thenumber of units of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v)items (i) to (vi) inclusive

Items (i) to (iv) inclusive

the decrease or increase in thethe decrease or increase in theamountnumber of units

Article 70 (2)decrease in the amountdecrease in the number of units

Article 70 (3) (i)a decrease or an increase in thea decreases or an increase inamountthe number of units

Issue and amountIssue and number of units

decrease in the amountdecrease in the number of units

Pledge Column

the column (hereinafter referred

Article 70 (1)Article 70 (3) (ii)to as “Pledge Column” in this
Chapter) for entering or
recording the matters listed in
Article 68 (3) (iv))
Article 70 (3) (iii)increase in the amountincrease in the number of units

relating to the amountrelating to the number of units

Book-entry Transfer AmountBook-entry Transfer Unitsdecrease in the amountdecrease in the number of units

Article 70 (4) (iii)Book-entry Transfer AmountBook-entry Transfer Unitsand (iv)

increase in the amountincrease in the number of units

Article 70 (5) (i)Book-entry Transfer AmountBook-entry Transfer Unitsdecrease in the amountdecrease in the number of unitsand (iv)
Article 70 (4) (i)131

Article 70 (5) (iii)Book-entry Transfer AmountBook-entry Transfer Unitsand (iv), and (7)increase in the amountincrease in the number of units

Article 71 (1) anddecrease in the amountdecrease in the number of units

decrease in the amountdecrease in the number of units

Issue and amountIssue and number of units

Article 71 (4) (i) andrelating to the amountrelating to the number of units(5) (i)decrease in the amountdecrease in the number of units

Article 71 (7)Except as otherwise provided

The issuer(2)
Article 71 (3)in the case of redemption of theBook-entry Corporate Bonds
by the bond administrator orcommissioned company for thetrust agreement prescribed in
the Secured Bonds Trust Law
Article 2 (1) (referred to as the“Bond Administrator, etc.” inthe next paragraph) on behalfof the bondholders or pledgees,
the issuer
replacement for the redemption

replacement for the redemption
or cancellationsuch redemption

such redemption or cancellation

same number of shares as theSame number of units as theamountunitsinterest

distribution of profits

increase in the amountincrease in the number of units

Article 74

increase in the amountincrease in the number of units

Article 77

entry or record of increase in

Entry or record of increase in

the amountthe number of units

Article 73

132

such increase in the amountsuch increase in the number ofunits

Article 78 (1)aggregate amountaggregate number of units

total issued amount

total issued number of units

the total issued amount of suchthe total issued number of units

Issue of Book-entry Corporateof such investment trust

Bonds (excluding the amountbeneficiary rights(excluding thealready redeemed)

number of units alreadyredeemed or cancelled)

total amount

total number of units

excess amountexcess number of units

the amount after deducting

the number of units after
deducting

Article 78 (2)Article 79 (1)The total of the amountThe total of the number of units

amountnumber of units

increase or decrease in theincrease or decrease in theamountnumber of units

total amount

total number of units

amountnumber of units

excess amountexcess number of units

the amount after deducting

the number of units after
deductingamount equivalent

number of units equivalentamountnumber of units

increase or decrease in theincrease or decrease in theamountnumber of units

excess amountexcess number of units

an amount equivalent

a number of units equivalent

Article 79 (4) (ii)amountnumber of units

Article 79 (5) (i)amount of increase

number of units of increase

Article 79 (2)Article 79 (3)133Article 79 (5) (ii)amount of increase

number of units of increase

Article 80 (1)amount referred to in item (i)number of units referred to initem (i)aggregate amountaggregate number of units

excess amountexcess number of units

amount pertaining to such

number of units pertaining toperformancesuch performancethe amount after deducting

the number of units after
deductingthe amount derived by

the number of units derived bymultiplying

multiplying

in this Article and Article 85

in this Article

Limit on Book-entry Transfer

Limit on the Number of Units

Institution Portionof the Book-entry Transfer
Institution Portion

repay principal and pay interest

redeem, cancel, and distributeprofits

Limit on Account Management

Limit on the Number of Units

Institution Portionof the Account Management
Institution Portion

Article 80 (2) (i)total amount

total number of units

Limit on Book-entry Transfer

Limit on the Number of Units

Institution Portionof the Book-entry Transfer
Institution Portion

repay principal and pay interest

redeem, cancel, and distributeprofits

Article 81 (1)amount referred to in item (i)number of units referred to initem (i)aggregate amountaggregate number of units

excess amountexcess number of units

134amount relating to such

number of units relating to such

performance

performancethe amount after deducting

the number of units after
deductingthe amount derived by

the number of units derived bymultiplying

multiplying

in this Article and Article 85

in this Article

repay principal and pay interest

redeem, cancel, and distributeprofits

Limit on Account Management

Limit on the Number of Units

Institution Portionof the Account Management
Institution Portion

Article 81 (2) (i)total amount

total number of units

Limit on Account Management

Limit on the Number of Units

Institution Portionof the Account Management
Institution Portion

repay principal and pay interest

redeem, cancel, and distributeprofits

Article 82

amountnumber of units

repayment of principal orredemption, cancellation , andpayment of interest

distribution of profits

Section 7. Book-entry Transfer of Loan Trust Beneficiary Rights

Article 122. (Mutatis mutandis Application of the Provisions pertaining to Corporate
Bonds to Loan Trust Beneficiary Rights)
Chapter 4 (except for Article 66 (i), Article 69 (1) (v) and (vi) and (2) (i) (b) and (c),Article 69-2, Article 70-2, Article 71 (8) and Section 4) shall apply mutatis mutandis toloan trust beneficiary rights (referred to as beneficiary rights prescribed in the Loan Trust
Act Article 2 (2); the same shall apply hereinafter). In this case, the text appearing in the135

middle column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the last column,
and any additional necessary technical replacements shall be as specified in theapplicable Cabinet Order.
Article 66

interest

distribution of profits

Article 66 (ii)In the resolution

In the trust contract (referred toas the trust contract prescribedin the Loan Trust Act Article 3)

all of the corporate bonds to besuch corporate bonds

issued based on such resolution
Article 67 (1)Corporate bond certificatesbeneficiary securities (referred
to as beneficiary securities asprescribed in the Loan Trust
Act Article 2 (2); the same
shall apply hereinafter)

Article 67 (2)corporate bond certificates

Article 69 (1)without delay following the day where a trust has beenon which such Book-entry

beneficiary securities

established

Corporate Bonds were issued
Article 69 (1) (i)

Issue

Trust

Article 69 (1) (ii)

Participants who are

Participants who should be thebondholders or pledgees

beneficiaries of the trust

The amount (except for that

The amount

Article 69 (1) (iv)

listed in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
Article 69 (2) (ii)amount of increase in theAmountaggregate of the amountreferred to in item (iv) of the136same paragraph and the amountreferred to in item (v)Article 70 (3) (ii)items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” in this
Chapter) for entering or
recording the matters listed in
Article 68 (3) (iv))

Article 71 (7)Except as otherwise provided

The issuer

in the case of redemption of theBook-entry Corporate Bonds
by the bond administrator orcommissioned company for thetrust agreement prescribed in
the Secured Bonds Trust Law
Article 2 (1) (referred to as the“Bond Administrator, etc.” inthe next paragraph) on behalfof the bondholders or pledgees,
the issuer
such redemption

such redemption of principal

Article 73

interest

distribution of profits

Article 78 (1)amount already redeemedamount already redeemed orcancelled

Article 80 andthis Article and Article 85

this Article

Article 81

obligated to repay principal andobligated to pay principal, pay

pay interest

a distribution of profits, andbuy back

Article 82

Or payment of interestor pay a distribution of profits,
or buy back137

Article 123. (Special Provisions of the Loan Trust Act concerning Loan Trust Beneficiary
Rights for which such Rights shall be prescribed in the Entry or Record in the Registry ofBook-entry Transfer Accounts)
When intending to conclude a contract pertaining to loan trust beneficiary rights forwhich such rights shall be prescribed in the entry or record in the registry of book-entry
transfer accounts, the trust company, etc. shall, in addition to the matters listed in each
item of the Loan Trust Act Article 7 (1), give public notice to the effect that this Law
shall apply in relation to such loan trust beneficiary rights.

Section 8. Book-entry Transfer of Special Purpose Trust Beneficiary Rights

Article 124. (Mutatis Mutandis Application of the Provisions pertaining to Corporate
Bonds to Specific Purpose Trust Beneficiary Rights)
Chapter 4 (except for Article 66 (i), Article 69 (1) (v) and (vi) and (2) (i) (b) and (c),Article 69-2, Article 70-2, Article 71 (8), Article 83, Article 84 (1), (3) and (4), Article 86(1) (ii), Article 86-2, and Article 86-3) and Article 114 (2) shall apply mutatis mutandis
to specific purpose trust beneficiary rights (referred to as beneficiary rights prescribed in
the Law Concerning Securitization of Assets Article 2 (15); the same shall apply
hereinafter). In this case, the text appearing in the middle column of the following table
as it relates to the provisions listed in the corresponding first column shall be deemed tobe replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.
Article 66

Interest

profits

Article 66 (ii)In the resolution

In the specific purpose trust
contract (referred to as the
specific purpose trust contractprescribed in the Law
Concerning Securitization ofAssets Article 229)

all of the corporate bonds to besuch corporate bonds138

issued based on such resolution
Article 67 (1)Corporate bond certificatesbeneficiary securities (referred
to as beneficiary securities asprescribed in the Law
Concerning Securitization ofAssets Article 2 (15); the same
shall apply hereinafter)

Article 67 (2)corporate bond certificatesbeneficiary securities

Article 68 (3) (ii)Trade name

Name

Article 68 (3) (iii)

Amountnumber of principal equity
interests prescribed in the Law
Concerning Securitization ofAssets Article 226 (1) (iii) (b)(profit equity interests
prescribed in the same item (b)for Issues without principal
equity) (hereinafter referred toas “Number of Equity
Interests”)

Article 68 (3) (iv)

AmountNumber of Equity Interestsand (v), (4) (ii), and(5) (ii)
Article 69 (1)without delay following the day where a trust has beenon which such Book-entry

established

Corporate Bonds were issued
Article 69 (1) (i)

Issue

Trust

Article 69 (1) (ii)

Participants who are

Participants who should be thebondholders or pledgees

right-holders of the trust

The amount (except for that

The Number of Equity Interests

Article 69 (1) (iv)

listed in the next item)
Article 69 (1) (vii)aggregate amount

Aggregate Number of Equity

139

Interests
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)
amount of increase

Number of Equity Interests ofincrease

Article 69 (2) (ii)amount of increase in the

Number of Equity Interests ofaggregate of the amountincrease

referred to in item (iv) of thesame paragraph and the amountreferred to in item (v)Article 70 (1)Article 70 (2)items (i) to (vi) inclusive

items (i) to (iv) inclusive

a decrease or an increase in thea decrease or an increase in theamountNumber of Equity Interestsa decrease in the amounta decrease in the Number of
Equity Interests

Article 70 (3) (i)a decrease or an increase in thea decreases or an increase inamountthe Number of Equity Interests

Issue and amountIssue and Number of Equity
Interests

Article 70 (3) (ii)decrease in the amountdecrease in the Number of
Equity Interests

Pledge Column

the column (hereinafter referred
to as “Pledge Column” in this
Chapter) for entering or
recording the matters listed in
Article 68 (3) (iv))

Article 70 (3) (iii)and (iv)

increase in the amountincrease in the Number of
Equity Interests

140

Article 70 (4) (i)relating to the amountrelating to the Number of
Equity Interests

Book-entry Transfer Amount

Number of Book-entry Equity
Interests

decrease in the amountdecrease in the Number of
Equity Interests

Article 70 (4) (iii)Book-entry Transfer Amountand (iv)

Number of Book-entry Equity
Interests

increase in the amountincrease in the Number ofBook-entry Equity Interests

Article 70 (5) (i)Book-entry Transfer Amount

Number of Book-entry Equity
Interests

decrease in the amountdecrease in the Number of
Equity Interests

Article 70 (5) (iii)Book-entry Transfer Amountand (iv), and (7)Number of Book-entry Equity
Interests

increase in the amountincrease in the Number of
Equity Interests

Article 71 (1) anddecrease in the amount(2)
Article 71 (3)decrease in the Number of
Equity Interests

decrease in the amountdecrease in the Number of
Equity Interests

Issue and amountIssue and Number of Equity
Interests

Article 71 (4) (i) andrelating to the amount(5) (i)relating to the Number of
Equity Interests

decrease in the amountdecrease in the Number of
Equity Interests

Article 71 (7)Except as otherwise provided

The issuer

in the case of redemption of the141Book-entry Corporate Bonds
by the bond administrator orcommissioned company for thetrust agreement prescribed in
the Secured Bonds Trust Law
Article 2 (1) (referred to as the“Bond Administrator, etc.” inthe next paragraph) on behalfof the bondholders or pledgees,
the issuer
same number of shares as thesame number of Equity

amountInterests as the Number of
Equity Interests

Article 73

interest

profitincrease in the amountincrease in the Number of
Equity Interests

Article 74

increase in the amountincrease in the Number of
Equity Interests

Article 77

entry or record of increase inentry or record of increase in

the amountthe Number of Equity Interests

such increase in the amountsuch increase in the Number of
Equity Interests

Article 78 (1)aggregate amountaggregate Number of Equity
Interests

total issued amount

total issued Number of Equity
Interests

the total issued amount of suchthe total issued Number ofIssue of Book-entry Corporate

Equity Interests (excluding theBonds (excluding the amount

Number of Equity Interests

already redeemed)already redeemed or cancelled)

total amount

total Number of Equity

142

Interests
excess amountexcess Number of Equity
Interests

the amount after deducting

the Number of Equity Interests
after deducting

The total of the amountThe total of the Number of
Equity Interests

Article 78 (2)Article 79 (1)amountNumber of Equity Interests

increase or decrease in theincrease or decrease in theamountNumber of Equity Interests

total amount

total Number of Equity
Interests

amountNumber of Equity Interests

excess amountexcess Number of Equity
Interests

the amount after deducting

the Number of Equity Interests
after deducting

amount equivalent

Number of Equity Interests
equivalent

Article 79 (2)Article 79 (3)amountNumber of Equity Interests

increase or decrease in theincrease or decrease in theamountNumber of Equity Interests

excess amountexcess Number of Equity
Interests

an amount equivalenta Number of Equity Interests
equivalent

Article 79 (4) (ii)amountNumber of Equity Interests

Article 79 (5) (i)amount of increase

Number of Equity Interests ofincrease

Article 79 (5) (ii)amount of increase

Number of Equity Interests of143

increase
Article 80 (1)amount referred to in item (i)Number of Equity Interests
referred to in item (i)aggregate amountaggregate Number of Equity
Interests

excess amountexcess Number of Equity
Interests

amount pertaining to such

Number of Equity Interests

performancepertaining to such performancethe amount after deducting

the Number of Equity Interests
after deducting

the amount derived by

the Number of Equity Interests

multiplying

derived by multiplying

Limit on Book-entry Transfer

Limit on the Number of Equity

Institution Portion

Interests of the Book-entry
Transfer Institution Portion

repay principal and pay interest

redeem, and distribute profits

Limit on Account Management

Limit on the Number of Equity

Institution Portion

Interests of the AccountManagement Institution Portion

total amount

total Number of Equity
Interests

Article 80 (2) (i)Limit on Book-entry Transfer

Limit on the Number of Equity

Institution Portion

Interests of the Book-entry
Transfer Institution Portion

Article 81 (1)repay principal and pay interest

redeem, and distribute profits

amount referred to in item (i)Number of Equity Interests
referred to in item (i)aggregate amountaggregate Number of Equity
Interests

144excess amountexcess Number of Equity
Interests

amount relating to such

Number of Equity Interests

performancepertaining to such performancethe amount after deducting

the Number of Equity Interests
after deducting

the amount derived by

the Number of Equity Interests

multiplying

derived by multiplying

repay principal and pay interest

redeem, and distribute profits

Limit on Account Management

Limit on the Number of Equity

Institution Portion

Interests of the AccountManagement Institution Portion

total amount

total Number of Equity
Interests

Article 81 (2) (i)Limit on Account Management

Limit on the Number of Equity

Institution Portion

Interests of the AccountManagement Institution Portion

Article 82

repay principal and pay interest

redeem, and distribute profits

amountNumber of Equity Interests

repayment of principal orredeem, and distribute profits

payment of interest
Article 84 (2)the bond registry

the rightholders registry(referred to as the rightholders
registry as prescribed in the
Law Concerning Securitizationof Assets Article 235 (1))

Article 85 (1)Companies Act Article 723 (1)The Law Concerning
Securitization of Assets Article
244 (1) (including the case as
applied mutatis mutandis to145

Article 250 (3) and Article 253of the same Law)amount of bonds held (except

Number of Equity Interests

for the total amount of theheld (except for the total

Limit on Book-entry Transfer

Number of Equity Interests ofInstitution Portion and thethe Limit on the Number ofLimit on Account Management

Equity Interests of the Book-

Institution Portion).

entry Transfer Institution
Portion and the Limit on the
Number of Equity Interests of
the Account Management
Institution Portion).

meeting of bondholders

meeting of rightholders
prescribed in Article 240 (1) of
the same Law of meeting oftypes of rightholders prescribedin Article 251 (1) of the same
Law (referred to as “Meeting ofRightholders, etc.” in the next
Article)Article 85 (2)the Companies Act Article 718

the Companies Act Article 718(1) and Article 736 (1) as well

(1) as applied mutatis mutandisas the Secured Bonds Trust

pursuant to the Law

Law Article 95 (1).

Concerning Securitization ofAssets article 242 (4)(including the case as appliedmutatis mutandis to Article 250(3) and Article 253 of the same
Law), and the Law Concerning
Securitization of Assets Article
254 (1).

146

Limit on Book-entry Transfer

Limit on the Number of Equity

Institution Portion and theInterests of the Book-entry

Limit on Account Management

Transfer Institution Portion andInstitution Portion

the Limit on the Number of
Equity Interests of the AccountManagement Institution Portion

Article 86 (1)Companies Act Article 718 (1)Companies Act Article 718 (1)as applied mutatis mutandis
when re-read pursuant to the
Law Concerning Securitizationof Assets Article 242 (4)(including the case as appliedmutatis mutandis pursuant to
Article 250 (3) and Article 253of the same Law

bondholders’ meeting pursuant

Meeting of Rightholders, etc.

topursuant toparagraph (3) of the same

Companies Act Article 718 (3)Articleas applied mutatis mutandis
when re-read pursuant to the
Law Concerning Securitizationof Assets Article 242 (4)(including the case as appliedmutatis mutandis pursuant to
Article 250 (3) and Article 253of the same Law

bondholders’ meeting or

Meeting of Rightholders, etc.
or

exercise their voting right at a

exercise their voting rightbondholders’ meeting orinvestigate the state of the147

collateral retained pursuant to
the Secured Bonds Trust Law
Article 95 (1)Article 86 (1) (i)a bond administrator

a specified trust administrator(referred to as a specified trust
administrator prescribed in the
Law Concerning Securitizationof Assets Article 2 (18))

such bond administrator

such specified trust
administrator

Article 86 (1) (iii)the preceding two items

item (i)Article 86 (2)bondholders meeting

Meeting of Rightholders, etc.

Article 125. (Special Provisions of the Law Concerning Securitization of Assets
concerning Book-entry Beneficiary Rights of Specific Purpose Investment Trusts)
In terms of the application of the Law Concerning Securitization of Assets in relation to
the book-entry beneficiary rights of specific purpose investment trusts for which suchrights shall be prescribed in the entry or record in the registry of book-entry transfer
accounts (hereinafter referred to as “Book-entry Beneficiary Rights of Specific Purpose
Investment Trusts”), in addition to the right-holders of the Book-entry Beneficiary Rights
of Specific Purpose Investment Trusts being deemed the right-holders of the beneficiary
securities, in the application of Article 286 of the same Law the Book-entry Beneficiary
Rights of Specific Purpose Investment Trusts shall be deemed beneficiary securities asprescribed in the same Law.

Article 126. (Exception to the Application of the Law Concerning Securitization ofAssets in relation to Book-entry Beneficiary Rights of Specific Purpose Investment
Trusts)(1)Companies Act Article 148 as applied mutatis mutandis pursuant to the Law
Concerning Securitization of Assets Article 239 (1) shall not apply in relation toBook-entry Beneficiary Rights of Specific Purpose Investment Trusts.

148

(2)

Notwithstanding the Companies Act Article 116 (3) as applied mutatis mutandis
pursuant to the Law Concerning Securitization of Assets Article 271 (4)(including the case as applied mutatis mutandis pursuant to Article 272 (2) of thesame law), the beneficiary trust company of the Book-entry Beneficiary Rights ofSpecific Purpose Investment Trust (referred to as a beneficiary trust company etc.
as prescribed in the Law Concerning Securitization of Assets Article 2 (16)) shallgive public notice of the matters that should be notified instead of such notice asprescribed in such provision.

Section 9. Book-entry Transfer of Foreign Bonds

Article 127.
Chapter 4 (except for Article 66 (i), Article 69 (1) (v) and (vi) and (2) (i) (b) and (c);Article 69-2; Article 70-2; and Section 4) and Article 114 shall apply mutatis mutandis toforeign bonds (referred to as the rights that should be indicated on bond certificatesissued by foreign States or foreign juridical persons). In this case, the text appearing in
the middle column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the last column,
and any additional necessary technical replacements shall be as specified in theapplicable Cabinet Order.
Article 67

Corporate bond certificatesbond certificates

Article 68 (3) (ii)Trade name

Name

Article 69 (1) (ii)

Participants who are

Participants

bondholders or pledgees
Article 69 (1) (iv)

The amount (except for that

The amountlisted in the next item)
Article 69 (2) (i) (a)Participant referred to in item

Participant referred to in item(ii) of the preceding paragraph(ii) of the preceding paragraph(limited to bondholders in thesame item)149

Article 69 (2) (ii)amount of increase in theamount of increase

aggregate of the amountreferred to in item (iv) of thesame paragraph and the amountreferred to in item (v) of thesame paragraphArticle 70 (3) (ii)

Items (i) to (vi) inclusive

items (i) to (iv) inclusive

Pledge Column

the column (hereinafter referred
to as “Pledge Column” in this
Chapter) for entering or
recording the matters listed in
Article 68 (3) (iv))

Article 71 (7)bond administrator or

Person who has been entrusted

commissioned company for thewith the management of thetrust agreement prescribed inrights that should be indicatedthe Secured Bonds Trust Law

on bond certificates issued by

Article 2 (1)foreign States or foreignjuridical persons or pertaining
to the security of such rights

Bond Administrator, etc.

Administrator, etc.

Article 71 (8)Bond Administrator, etc.

Administrator, etc.

Article 80 (1) andthis Article and Article 85

this Article

Article 81 (1)Chapter 7. Miscellaneous Provisions

Article 128. (Request from Participants, etc. in relation to the Matters Entered or
Recorded in the Registry of Book-entry Transfer Accounts)
A Participant may demand such Closest Higher-Positioned Institution, by paying the fee
stipulated by such Closest Higher-Positioned Institution, to deliver certification in writing150

of the matters entered or recorded in the registry of book-entry transfer accountmaintained by such Closest Higher-Positioned Institution or to provide the things
prescribed in the Competent Ministry that are matters pertaining to such information inelectromagnetic means. The same shall apply to persons with an interest in such accountand in relation to things specified in the applicable Cabinet Order, when there is justcause.

Article 129. (Deposit of Book-entry Corporate Bonds and Other Securities)(1)

When there is collateral or guarantee prescribed in laws and regulations or
pursuant to the Law Concerning Election of Public Offices Electoral Law and the
Others (Law No. 100 of 1950) a person who intends to deposit a thing (hereinafterreferred to as “Book-entry Corporate Bonds and Other Securities” in this Article,
the next Article and Article 130) that is a Corporate Bonds and Other Securities
for which such rights shall be prescribed in the entry or record in the registry ofbook-entry transfer accounts shall, pursuant to the Ordinance of the Competent
Ministry, present the deposit document to the depository (referred to as thedepository as prescribed in the Deposit Law (Law No. 15 of 1899) Article 1;
hereinafter the same shall apply in this Article), and shall make application forbook-entry transfer referred to in Article 70 (1) (including the case as appliedmutatis mutandis to Article 113, Article 115, Article 117, Article 118, Articles
120 to 122 inclusive, Article 124, and Article 127) or Article 95 (1) to enter orrecord the increased amount or the increase in relation to such Book-entry
Corporate Bonds and Other Securities in the Hold Column prescribed in Article
69 (2) (i) (a) (including the case as applied mutatis mutandis pursuant to Article
113, Article 115, Article 117, Article 118, Articles 120 to 122 inclusive, Article
124 and Article 127) or Article 92 (2) (i) of the account of the depository in theregistry of book-entry transfer accounts.

(2)

When principal is repaid, interest paid or distribution made to the depository in
relation to deposited Book-entry Corporate Bonds and Other Securities such
redemption payment, interest or distribution shall be held in lieu of or secondary
to such Book-entry Corporate Bonds and Other Securities. In this case, when such

151

Book-entry Corporate Bonds and Other Securities are deposited as a security
deposit such depositor may demand the transfer of such interest or distribution.
(3)

When corporate bond certificates or other certificates are issued to the depository
in relation to deposited Book-entry Corporate Bonds and Other Securities
pursuant to Article 67 (2) (including the cases where it is applied mutatis
mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Articles
120 to 122 inclusive, Article 124, and Article 127), or when certificates forgovernment bonds are issued pursuant to Article 89 (2) such corporate bondcertificate, such other certificate or such certificates for government bonds shallbe held in lieu of such Book-entry Corporate Bonds and Other Securities.

(4)

The Deposit Law Articles 1-2 to 1-8 inclusive and Article 8 shall apply mutatis
mutandis pursuant to the preceding three paragraphs, and Article 3 of the same
Law shall apply mutatis mutandis pursuant to the first sentence of paragraph (2).
In this case, the term “reliance on the Civil Code Article 496, a deposit or by
mistake” in Article 8 (2) of the same Law shall be deemed to be replaced with “adeposit or by mistake”.

(5)

Apart from the things prescribed in each of the preceding paragraphs, mattersconcerning the deposit of Book-entry Corporate Bonds and Other Securities shallbe prescribed in the applicable Ordinance of the Competent Ministry.

Article 129-2. (Coverage of Losses on Book-entry Corporate Bonds and Other Securities
that are Trust Assets)
The Trust Business Law Article 24 (1) (iv) shall not apply in relation to Book-entry
Corporate Bonds and Other Securities being held as trust assets by a trust company or afinancial institution conducting trust business when there is coverage of loss that occurredin relation to trust assets due to the non-performance of the duty to perform by a Bookentry Transfer Institution or the Lower-Positioned Institution of such Book-entry Transfer
Institution, etc., where the account of such trust company or such financial institution
conducting trust business pertaining to such Book-entry Corporate Bonds and Other
Securities is a thing established by the Book-entry Transfer Institution, etc. or LowerPositioned Institution of such Book-entry Transfer Institution, etc. that is subject to such152

duty of performance (referred to as the duty referred to in Article 80 (2), or Article 81 (2)(including the case where these provisions are as applied mutatis mutandis pursuant to
Article 113, Article 115, Article 117, Article 118, Articles 120 to 122 inclusive, Article
124 and Article 127), Article 105 (2), Article 106 (2), Article 109 (3) or Article 110 (3);hereinafter the same shall apply in this Article).

Article 130. (Delegation to the Rules of the Supreme Court)
Necessary matters concerning compulsory execution, the execution of provisional seizure
and provisional disposition, auction and preserving confiscation relating to Book-entry
Corporate Bonds and Other Securities shall be prescribed in the rules of the Supreme
Court.

Article 131. (Deliberation with the Minister of Finance)
The Competent Minister shall, when he/she finds a risk of major effect on circulation of
securities by revoking the designation referred to in Article 3 (1) pursuant to Article 22 (1)in relation to the Book-entry Transfer Institution, deliberate with the Minister of Financeconcerning necessary measures aimed to smooth circulation of securities in advance.

Article 132. (Notification to the Minister of Finance)(1)

When there has been disposition as listed below, the Competent Minister shallpromptly notify the Minister of Finance to that effect.
(i)

Designation pursuant to Article 3 (1) (including the cases where
designation has been deemed pursuant to Article 25 (5), Article 27 (5),Article 29 (5) or Article 31 (5));(ii)

Revocation of the designation referred to in Article 3 (1) pursuant to
Article 22 (1).

(2)

When a notice has been received pursuant to Article 41 (2) the Competent
Minister shall promptly notify the Minister of Finance to that effect.

Article 133. (Submission of Materials to the Minister of Finance)

153

The Minister of Finance may when he/she finds it particularly necessary for the purposesof preparing or proposing systems pertaining to book-entry transfer of Corporate Bonds
and Other Securities request the provision and explanation of necessary materials
pertaining to systems for handling financial failure and financial crisis management undersuch jurisdiction.

Article 134. (Delegation to the Ordinance of the Competent Minister)
Aside from those prescribed in this law, matters necessary for the implementation of thislaw shall be prescribed in the Ordinance of the Competent Ministry.

Article 135. (Competent Minister and Ordinance of the Competent Ministry)(1)

The Competent Minister in Article 2 (2), Article 3, Article 4 (1), Article 6, Article
9, Article 10 (1), Article 16 (1), Article 17 (except of matters concerning theParticipants’ Protection Trust), Article 18, Article 19, Article 20 (1), Articles 21
to 23 inclusive, Article 25 (1), (2), and (4), Article 27 (1), (2) and (4), Article 29(1), (2) and (4), Article 31 (1), (2), and (4), Article 40, Article 41 (2) and (3),Article 43, Article 131, and Article 132 shall be the Prime Minister or the
Minister of Justice provided, however, that in matters concerning Book-entry
Transfer Institutions handling government bonds the Competent Minister shall be
the Prime Minister, the Minister of Justice or the Minister of Finance.

(2)

The Competent Minister in Article 31 (1) (2) and (4), Article 55 (2), Article 57,
Article 58, Article 59 (4) and Article 63 (2) as applied mutatis mutandis pursuant
to Article 4 (1), Article 49, Article 50 as applied mutatis mutandis pursuant to
Article 17 (limited to matters concerning the Participants’ Protection Trust),
Article 44 (1) (xv), Article 47 (1) and (2), and paragraph (3) of the same Article
shall be the Minister of Justice and the Minister of Finance.

(3)

The Ordinance of the Competent Ministry in the Companies Act Article 310 (3),Article 314 and Article 731 (1) and Article 41 (2) as applied mutatis mutandis
pursuant to the Companies Act Article 302 (3) and (4), and Article 312 (1) and (5),Article 39 as applied mutatis mutandis pursuant to Article 4 (2) (vii) and (3),Article 6, Article 9, Article 10 (1), Article 11 (1) (vii) and (2), Article 15, Article15416 (2), Article 18 (1), Article 19, Article 25 (3), Article 27 (3), Article 29 (3),Article 31 (3), Article 34 (3), Article 36 (2) and paragraph (4) of this Article shallbe Cabinet Orders, and Ordinances of the Ministry of Justice provided, however,that this shall be Cabinet Orders, Ordinances of the Ministry of Justice andOrdinances of the Ministry of Finance for matters concerning Book-entry
Transfer Institutions that handle government bonds.
(4)

The Ordinance of the Competent Ministry in Article 31 (3), Article 56 (viii),
Article 57, Article 58, Article 60 (1), Article 62 (1), Article 63 (1), Article 91 (6),and Article 92 (1) (v) as applied mutatis mutandis pursuant to Article 4 (2) (vii)and Article 50 as applied mutatis mutandis pursuant to Article 44, Article 47 (3)shall be Cabinet Orders, Ordinance of the Ministry of Justice, and the Ordinanceof the Ministry of Finance.

(5)

The Ordinance of the Competent Ministry in Article 68 (6), Article 69 (1) (vii)(including the cases where these provisions are applied mutatis mutandis pursuant
to Article 113, Article 115, Article 117, Article 118, Articles 120 to 122 inclusive,
Article 124, and Article 127), Article 69-2 (1), and Article 70-2 (ii) shall be
Cabinet Orders, and Ordinance of the Ministry of Justice.

(6)

The Ordinance of the Competent Ministry in Article 129 (1) and (5) shall be theOrdinance of the Ministry of Justice.

(7)

The Ordinance of the Competent Ministry in the preceding Article shall be
Cabinet Orders and the Ordinance of the Ministry of Justice provided, however,that in matters relating to Book-entry Transfer Institutions handling government
bonds, matters relating to government bonds, and matters relating to Participants’Protection Trust shall be Cabinet Orders, Ordinance of the Ministry of Justice,and the Ordinance of the Ministry of Finance.

Article 136. (Delegation of Authority)(1)

The Prime Minister shall delegate his/her authority prescribed in this Law (except
as prescribed in the applicable Cabinet Order) to the Commissioner of the
Financial Services Agency.

155

(2)

Of the authority delegated by the preceding paragraph, the Commissioner of the
Financial Services Agency may, in accordance with Cabinet Order, delegate
things prescribed in Article 20 (1) (including the case as applied mutatis mutandis
pursuant to Article 43 (3) and the case that applies when read as prescribed in
Article 48) to the Securities Exchange and Surveillance Commission (hereinafterreferred to as the “SESC”).

(3)

When executing the authority delegated in the preceding paragraph the SESC
shall promptly notify the Commissioner of the Financial Services Agency of such
result.

Article 136-2 (Appeal Against an Order of the SESC)
Appeals in relation to the Administrative Appeal Examination Law (Law No. 160 of
1962) concerning the order of the SESC to provide materials or make reports inaccordance with paragraph (2) of the preceding Article may only be made against the
SESC.

Chapter 8. Penal Provisions

Article 137.
(1)

A person who has accepted, solicited, or promised property benefit through anillegal request concerning a statement or execution of voting right at a
Participants’ Meeting shall be punished by imprisonment with labor for a term notexceeding five years or a fine not exceeding 5,000,000 yen or combination thereof.

(2)

The same shall apply to a person who has given the benefit under the preceding
paragraph, or made such offer or promise.

(3)

The profit obtained by the criminal in the case referred to in paragraph (1) shall be
confiscated. In case all or a part of this cannot be confiscated, equivalent value
may be collected.

Article 138.

156

A person falling under any of the following items shall be punished by imprisonment
with labor for a term not exceeding three years or a fine not exceeding 3,000,000 yen or
combination thereof.
(i)

Any person who in violation of Article 92 (2) as applied when it is re-readpursuant to Article 48 (including the case as applied mutatis mutandis
pursuant to paragraph (3) of the same Article), Article 93 (1), Article 94(1), Article 95 (1) and Article 96 (1) did not enter or record the mattersthat should have been entered or recorded in the registry of book-entry
transfer accounts;(ii)

Any person who in violation of Article 69 (2) (including the case as
applied mutatis mutandis pursuant to paragraph (3) of the same Article),
Article 70 (1), Article 71 (1), Article 72, Article 78 (5) and Article 79 (5)(including the cases where these provisions are applied mutatis mutandis
pursuant to Article 113, Article 115, Article 117, Article 118, Articles 120
to 122 inclusive, Article 124, and Article 127) did not enter or record thematters that should have been entered or recorded in the registry of bookentry transfer accounts;(iii)

Any person who in violation of Article 92 (2) (including the case as
applied mutatis mutandis pursuant to paragraph (3) of the same Article),
Article 93 (1), Article 94 (1), Article 95 (1), Article 96 (1), Article 97,
Article 103 (5), Article 104 (5), Article 107 (6), and Article 108 (5) did
not enter or record the matters that should have been entered or recordedin the registry of book-entry transfer accounts;(iv)

Any person who makes a false entry or record into the registry of bookentry transfer accounts.

Article 139.
Any person who is violation of an order to cease business pursuant to Article 22 (1)(including the case as applied when it is re-read pursuant to Article 48) shall be punishedby imprisonment with labor for a term not exceeding two years or a fine not exceeding
3,000,000 yen or combination thereof.

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Article 140.
A person falling under any of the following items shall be punished by imprisonment
with labor for a term not exceeding one year or a fine not exceeding 3,000,000 yen or
combination thereof.
(i)

Any person who makes a false entry or record in the application referred
to in Article 4 (1) (including the case as applied mutatis mutandis pursuant
to Article 47 (3)), Article 25 (2), Article 27 (2), Article 29 (2) or Article 31(2) or in the documents referred to in Article 4 (2) (including the case as
applied mutatis mutandis pursuant to Article 47 (3)), or a false record in
the electromagnetic record where such record should be attached to theelectromagnetic record instead of such documents, or a false entry or
record in the documents or electromagnetic record referred to in Article 25(3), Article 27 (3), Article 29 (3) or Article 31 (3);(ii)

Any person who does not create or preserve records pursuant to Article 15
or creates false records;(iii)

Any person who does not submit written reports pursuant to Article 16 (1)(including the case as applied when it is re-read pursuant to Article 48), or
submits a written report with false entries;(iv)

Any person who does not submit written reports or materials pursuant to
Article 20 (1) (including the case as applied when it is re-read pursuant to
Article 48), or submits a false report, or false materials, refuses, obstructs
or challenges inspection or does not answer questions or provides false
answers;(v)

Any person who does not submit written reports or materials pursuant to
Article 20 (1) as applied mutatis mutandis pursuant to Article 43 (3) or
submits a false report, or false materials, refuses, obstructs or challenges
inspection or does not answer questions or provides false answers.

Article 141.

158

Any person who is in violation of Article 7 shall be punished by a prison sentence notexceeding 1 year or a fine not exceeding 500,000 yen,

Article 142.
A person falling under any of the following items shall be punished by a fine notexceeding 300,000 yen.
(i)A person who reduces stated capital without receiving authorizationprescribed in Article 6 (1) or receives authorization referred to in the same
paragraph by false application;(ii)

A person who does not make the notification prescribed in Article 18 (1)(including the case as applied when it is re-read pursuant to Article 48), or
makes a false notification;(iii)

A person who does not make the notice prescribed in Article 19 or makes
a false notice;(iv)

A person who does not make the notification prescribed in Article 58(including the case as applied when it is re-read pursuant to Article 48), or
makes a false notification;(v)

A person who does not make the notice prescribed in Article 59 (4) or
makes a false notice.

Article 143.
When any representative of juridical person, agent, worker or other employee is inviolation of the acts listed in the following items with regard to the business or assets ofsaid juridical person, not only the offender shall be punished but there shall be a finepayable to such juridical person as prescribed in the respective item.
(i)

Article 138 or Article 139: A fine not exceeding 300,000,000 yen;(ii)

Article 140 (except item (v): A fine not exceeding 200,000,000 yen;(iii)

Article 140 (v) or the preceding Article: A fine referred to in therespective Article.

Article 144.

159

When an officer or liquidator of a Book-entry Transfer Institution or AccountManagement Institution is subject to any of the following items he/she shall be punishedby a non-penal fine not exceeding 1,000,000 yen.
(i)

When no notification is submitted or a false notification submitted inviolation of Article 6 (2);(ii)

When there is violation of the order prescribed in Article 21 or Article 23(including the case as applied when these provisions are re-read pursuant
to Article 48);

(iii)

When the notice is neglected or an illegal notice made in violation of
Article 34 (2) or (4);(iv)

When matters that should be entered are not entered or there are illegal
entries into documents referred to in Article 36 (2);(v)

When documents are not delivered when the convocation notice for theParticipants’ Meeting is made, in violation of Article 36 (2);(vi)

When a claim made pursuant to the proviso of Article 36 (3) is rejectedwithout justifiable reason;(vii)

When there is no electromagnetic record or minutes maintained inviolation of the Companies Act Article 731 (2) as applied mutatis
mutandis pursuant to the Companies Act Article 312 (4) or Article 39 asapplied mutatis mutandis pursuant to Article 36 (4).;(viii) When the permission to inspect or copy the documents prescribed in the
Companies Act Article 731 (3) as applied mutatis mutandis pursuant to theCompanies Act Article 312 (5) or Article 39 as applied mutatis mutandis
pursuant to Article 36 (4), or minutes (in the case such documents or
minutes are created in electromagnetic record, things that indicate thedetails of the information entered in such electromagnetic record) is
rejected without justifiable reason;(ix)

When a Participants’ Meeting is called in relation to something other thanprescribed in the Business Regulations;(x)When there was no explanation of the matters requested by Participants at
the Participants’ Meeting without justifiable reason;

160

(xi)

When a false application is submitted to, or the truth is concealed from theParticipants’ Meeting;(xii)

When the public notice concerning the authorization of the resolution of a
Participants’ Meeting is neglected or an illegal notice authorization ismade in violation of the Companies Act Article 735 as applied mutatis
mutandis pursuant to Article 39;(xiii) When matters that should be entered or recorded in the minutes are notentered or recorded or there is an illegal entry or record made in violationof the Companies Act Article 731 (1) as applied mutatis mutandis
pursuant to Article 39;(xiv)

When notice is neglected or an illegal notice made in violation of Article
69 (2) (ii) (including the case as applied mutatis mutandis pursuant toparagraph (3) of the same Law), Article 70 (1), Article 71 (1) or Article 79(4) (including the case where these provisions are applied mutatis
mutandis pursuant to Article 113, Article 115, Article 117, Article 118,
Articles 120 to 122 inclusive, Article 124, and Article 127), Article 92 (2)(ii) (including the case as applied mutatis mutandis pursuant to paragraph(3) of the same Article), Article 93 (1), Article 94 (1), Article 95 (1)(including the case as applied when it is re-read pursuant to Article 48),
Article 96 (1), Article 104 (4), or Article 108 (4);(xv)

When a claim is made or a document with false entries is delivered
pursuant to Article 86 (3) (including the case as applied mutatis mutandis
pursuant to Article 115, Article 117, Article 118 and Article 124) or
Article 128 without justifiable reason.

Article 145.
When an officer of a juridical person is subject to any of the following items he/she shallbe punished by a non-penal fine not exceeding 1,000,000 yen.
(i)

When consent is given to another Book-entry Transfer Institution in
violation of Article 13 (2);

161

(ii)

When corporate bond certificates or other certificates are issued inviolation of Article 67 (1) (including the case as applied mutatis mutandis
pursuant to Article 115, Article 117, Article 118, Articles 120 to 122
inclusive, Article 124, and Article 127) (except for the case that corporatebond certificates or other certificates are issued pursuant to Article 67 (2)(including the case as applied mutatis mutandis pursuant to Article 115,
Article 117, Article 118, Articles 120 to 122 inclusive, Article 124, andArticle 127));(iii)

When a claim is made pursuant to Article 67 (2) (including the case as
applied mutatis mutandis pursuant to Article 115, Article 117, Article 118,
Articles 120 to 122 inclusive, Article 124, and Article 127) is rejectedwithout justifiable reason;(iv)

When notice is neglected or an illegal notice made in violation of Article
69 (1) (including the case as applied mutatis mutandis pursuant to Article
115, Article 117, Article 118, Articles 120 to 122 inclusive, Article 124
and Article 127) or Article 69-2 (1) or (2);(v)

When there is violation of Article 87 (1) (including the case as appliedmutatis mutandis pursuant to Article 113, Article 115, Article 117, Article
118, Articles 120 to 122 inclusive, Article 124 and Article 127).

Article 146.
When an officer of a juridical person is subject to any of the following items he/she shallbe punished by a non-penal fine not exceeding 300,000 yen.
(i)

When the notice is neglected in violation of Article 41 (2) (including thecase as applied when it is re-read pursuant to Article 48);

(ii)

When notice is not given or a false notice is made in violation of Article
58 (including the case as applied when it is re-read pursuant to Article 48).

Supplementary Provisions

162

Article 1. (Effective Date)
This Law shall come into force on 1 April 2002 (hereinafter referred to as “EffectiveDate”), and shall apply to short term securities issued on or after the Effective Date.

Article 7. (Transitional Measures concerning Application of Penal Provisions)With respect to the application of the Penal Provisions to acts that have been committed
prior to the Effective Date, and the application of the Penal Provisions to acts committed
after the Effective Date in the cases where the provisions then in force shall remain
applicable under these Supplementary Provisions, the provisions then in force remain
applicable.

Article 8. (Delegation of Other Transitional Measures to Cabinet Orders)
In addition to what is provided for in these Supplementary Provisions, other transitional
measures necessary for the enforcement of this Law shall be specified in the applicableCabinet Order.

Article 9. (Review)After five years have elapsed from the enforcement of this Law, the government shallreview the system pertaining to Book-entry Transfer Institutions and if the government
deems that necessary measures shall be taken as a result of such review, while taking into
account the progress in implementation of this Law and changes, etc. in socioeconomic
circumstances, the government shall take necessary measures based upon the results of
the review.

Article 10. (Special Provisions for Book-entry Corporate Bonds)
Corporate bonds for which the issuance is determined by the day prescribed in the
Cabinet Order (hereinafter the “Last Day for Acceptance”) pursuant to the Act
Concerning Development of Securities Market Related Acts to Develop the Securities
Market through Securities Settlement System Reforms and Other Measures (Law No. 65
of 2002) Supplementary Provisions Article 1 (ii), and for which the issuer following theissuance determines shall be subject to this Law (hereinafter referred to as “Special

163

Corporate Bonds” until these Supplementary Provisions Article 18) and are entered orregistered in the registry of book-entry transfer accounts shall be deemed to be Bookentry Corporate Bonds (referred to as Book-entry Corporate Bonds prescribed in Article
66; the same shall apply hereinafter except for Supplementary Provisions Article 29 (1))
and be subject to this Law (except for Chapter 2. Section 8, each item of Article 66,
Article 69, Article 69-2 (iv) and (v), Article 83, Article 84 (1) and (3), Article 87, Chapter
5, and Chapter 6, as well as Supplementary Provisions Articles 1 to the preceding Article
inclusive, and Articles 19 to 36 inclusive, and the penal provisions pertaining to theseprovisions). In this case, the text appearing in the middle column of the following table as
it relates to the provisions listed in the corresponding first column shall be deemed to be
replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.
Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5)pursuant to Article 113, Article(including the cases as applied

115, Article 117, Article 118,

mutatis mutandis pursuant

Articles 120 to 122 inclusive,

paragraph (6) of the same Article)

Article 124, and Article 127)
Article 69-2

to issue the notice referred to in(1) (i)paragraph (1) of the preceding

to apply

Article or to apply
Article 70 (3)Hold Column(ii)

the column (hereinafter referred toas “Hold Column” in this Chapter)for entering or recording thematters listed in Article 68 (3) (iii)

Pledge Column

the column (hereinafter referred toas “Pledge Column” in this
Chapter) for entering or recording
the matters listed in item (iv) of
the same paragraph)

Article 70-2

the notice referred to in Article 69

the application

164

(2)

(1) or the application

Article 78 (1)total issued amount of such Issue

The total amount entered orof Book-entry Corporate Bonds (recorded in the registry of bookentry transfer accounts for such
Issue of Book-entry Corporate
Bonds (the amount pertaining tosuch entry or record where suchentry or record was not valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

to such entry or record and there

to such entry or record (including

has been no such transfer orthe effect of the entry or record in

extinction

the registry of book-entry transfer
accounts) and there has been nosuch transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)claim pertaining to such entry or

there has been a claim pertaining(ii)

record has been made and there

to such entry or record (including

has been no such transfer orthe effect of the entry or record in

extinction

the registry of book-entry transfer
accounts) and there has been nosuch transfer or extinction(including extinction of the effectof the entry or record in the165registry of book-entry transfer
accounts)
Article 82 (1)Book-entry Corporate Bonds

Special Corporate Bonds
prescribed in Supplementary
Provisions Article 10

Article 85 (1)Each bondholder

each bondholder of Special
Corporate Bonds prescribed in
Supplementary Provisions Article
10

Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4)

Article 11. (Maintenance of a Registry of Book-entry Transfer Accounts)
A Book-entry Transfer Institution shall maintain a registry of book-entry transfer
accounts.

Article 12. (Matters to be entered or recorded in a registry of book-entry transfer accounts
relating to Special Corporate Bonds)(1)

The following matters shall be entered or recorded in a registry of book-entry
transfer accounts.
(i)

Issue (referred to as Issue as prescribed in Article 68 (3) (ii); the same
shall apply in Supplementary Provisions Article 14 and Article 17) andamount of the Special Corporate Bonds;(ii)

Corporate Bond Certificate Number of the Special Corporate Bonds;(iii)

Other matters prescribed in the Ordinance of the Competent Ministry.

166

(2)

Article 68 (6) shall apply mutatis mutandis to the registry of book-entry transfer
accounts.

Article 13. (Inspection of the Registry of Book-entry Transfer Accounts relating toSpecial Corporate Bonds)
The bondholders of Special Corporate Bonds or the issuer may claim any of thefollowing.
(i)When the registry of book-entry transfer accounts is created as a document,
the claim to inspect or copy such document;(ii)

When the registry of book-entry transfer accounts is created as anelectromagnetic record, the claim to inspect or copy the thing that presents
the information entered in such electromagnetic record in the method
prescribed in the Ordinance of the Competent Ministry.

Article 14. (Procedures for Entering or Recording in the Registry of Book-entry Transfer
Accounts relating to Special Corporate Bonds)(1)

A bondholder of Special Corporate Bonds may make application in relation tosuch owned Special Corporate Bonds to be entered or recorded in the registry ofbook-entry transfer accounts.

(2)

A bondholder (hereinafter referred to as “Applicant” in this Article) of Special
Corporate Bonds that submits the application referred to in the preceding
paragraph shall, together with the corporate bond certificates (limited to thosecertificates that include all coupons not yet due) of such Special Corporate Bonds,
indicate to the Book-entry Transfer Institution to which such bondholder ofSpecial Corporate Bonds provided the consent referred to in Article 13 (1) the
account for the purposes of book-entry transfers of such Special Corporate Bonds
that was established pursuant to such application on behalf of the Applicant
provided, however, that where such Special Corporate Bonds are registered inaccordance with the Act for Registration of Corporate Bonds and Other Securities(Law No. 11 of 1942) Article 3 (1) ( (except for things registered in relation todisposition limits, registered to establish a pledge (including the case of sub

167

pledge), or registered collateral right; hereinafter referred to as “Registered
Bonds”) the evidence referred to in the following paragraph relating to suchSpecial Corporate Bonds may be presented instead of the corporate bondcertificates.
(3)

A bondholder of Special Corporate Bonds (limited to the case of Registered
Bonds) may claim the evidence of the following matters from the registrar(referred to as a registrar as prescribed in the Act for Registration of Corporate
Bonds and Other Securities Article 2; hereinafter the same shall apply in this
Article) in relation to such Special Corporate Bonds. In this case, the claim tocancel the registration shall be made at the same time.
(i)

The Issue and amount of Special Corporate Bonds;(ii)

The number of the corporate bond certificate of Special Corporate Bonds;(iii)

The fact that the person who made the claim of evidence is the registeredholder of the Special Corporate Bonds.

(4)

In the case of the application referred to in paragraph (1), the Book-entry Transfer
Institution that received such application shall immediately enter or record thematters listed in each item of Supplementary Provisions Article (12) (1) relating
to the Special Corporate Bonds in such application in the registry of book-entry
transfer accounts.

(5)

When a Book-entry Transfer Institution makes an entry or record in the registry ofbook-entry transfer accounts in according with the preceding paragraph it shallimmediately execute the following matters in relation to the Issue of Special
Corporate Bonds relating to such entry or record.
(i)

Notify the issuer (In the case of Registered Bonds, the issuer or registrar)of such Special Corporate Bonds to the effect that the entry or record wasmade in the registry of book-entry transfer accounts;(ii)

Where the Book-entry Transfer Institution has opened an account referred
to in paragraph (2), enter or record the amount of increase in such Special
Corporate Bonds in the column where the matters listed in Article 68 (3)(iii) are entered and recorded for such account;168

(iii)

Where the Book-entry Transfer Institution has not opened an accountreferred to in paragraph (2), enter or record the amount of increase in suchSpecial Corporate Bond in the Customer Account of the account of aperson who is such Closest Lower-Positioned Institution and the HigherPositioned Institution of the Applicant or notify such Closest LowerPositioned Institution detailing the following matters.

(6)

(a)

The issue and amount of such Special Corporate Bonds;(b)

The name of the Applicant;(c)

The account indicated in paragraph (2).

The preceding paragraph (except for item (i) shall apply mutatis mutandis
pursuant to the Account Management Institution receiving such notice referred toin item (iii) of the same paragraph (including such case as shall apply mutatis
mutandis pursuant to this paragraph).

(7)

When the notice referred to in paragraph (5) (i) is received, the registrar shallimmediately cancel the registration relating to the claim of cancellation prescribedin paragraph (3).

Article 15. (Voiding Corporate Bond Certificates)
Corporate bond certificates presented to the Book-entry Transfer Institution inaccordance with the main clause of paragraph (2) of the preceding Article shall become
void when entered or recorded in the registry of book-entry transfer accounts inaccordance with paragraph (4) of the same Article.

Article 16. (Special Provisions for Issuance of Corporate Bond Certificates)(1)

When an entry or record is made in the registry of book-entry transfer accounts inaccordance with an application by a person without the right to make anapplication referred to in Supplementary Provisions Article 14 (1) in relation toSpecial Corporate Bonds and there has been an application for cancellationreferred to in Article 71 (1) in relation to such Special Corporate Bonds, thebondholder of such Special Corporate Bonds may make an application for169cancellation of the entry or record in the registry of book-entry transfer accounts
to the Book-entry Transfer Institution in relation to such Special Corporate Bonds.
(2)

When the application for cancellation is received in accordance with thepreceding paragraph the Book-entry Transfer Institution shall immediately cancel
the entry or record in the registry of book-entry transfer accounts in relation to theSpecial Corporate Bonds referred to in such application.

(3)

When the entry or record in the registry of book-entry transfer accounts iscancelled in accordance with the preceding paragraph the Book-entry Transfer
Institution shall immediately notify the issuer of the Special Corporate Bonds
pertaining to such entry or record to such effect.

(4)

Notwithstanding Article 67 (1) when the entry or record in the registry of bookentry transfer accounts is cancelled in accordance with paragraph (2), thebondholders of the Special Corporate Bonds pertaining to such entry or record
may make a claim against the issuer of such Special Corporate Bonds to issue
corporate bond certificates.

Article 17. (Public Notification of the Details of the Special Corporate Bonds)(1)

In the case consent referred to in Article 13 (1) was given by the Book-entry
Transfer Institution in relation to Special Corporate Bonds, the issuer shallimmediately notify the following matters to such Book-entry Transfer Institution.
(i)

The Issue of the Special Corporate Bonds relating to such consent;(ii)

The total amount of such Special Corporate Bonds and other mattersprescribed in the Ordinance of the Competent Ministry.

(2)

Article 87 shall apply mutatis mutandis in the case of the notice referred to in thepreceding paragraph. In this case, the phrase “item (vii) of the same paragraph” inparagraph (1) of the same Article shall be deemed to be replaced with “all itemsof Supplementary Provisions Article 17 (1)”.

Article 18. (Notice concerning the Issuer’s Consent Relating to Special Corporate Bonds)

170

In the case of issuer consent pursuant to Article 13 (1) being received in relation toSpecial Corporate Bonds the Book-entry Transfer Institution shall without delay notify tosuch effect pursuant to the Ordinances of the Competent Ministry.

Article 19. (Special Provisions for Book-entry Government Bonds)
Government bonds for which issuance is determined by the day prescribed in the Cabinet
Order within five years from the Effective Date pursuant to the Act Concerning
Development of Securities Market Related Acts to Develop the Securities Market
through Securities Settlement System Reforms and Other Measures Supplementary
Provisions Article 1, which the Competent Minister following issuance designates as
being subject to this Law (hereinafter referred to as “Special Government Bonds” until
these Supplementary Provisions Article 26) and are entered or registered in the registry ofbook-entry transfer accounts shall be deemed to be Book-entry Government Bonds andbe subject to this Law (except for Chapter 4, Article 90, Articles 92 to 94 inclusive,
Articles 107 to 110 inclusive, Article 112, Chapter 6, and Supplementary Provisions
Articles 1 to 10 inclusive, and Article 12 to the preceding Article inclusive, and Articles
27 to 36 inclusive and the penal provisions prescribed in these provisions). In this case,the text appearing in the middle column of the following table as it relates to theprovisions listed in the corresponding first column shall be deemed to be replaced by the
text in the last column, and any additional necessary technical replacements shall be as
specified in the applicable Cabinet Order.
Article 58

Article 69 (2) (including the cases

Article 95 (1), Article 96 (1),

as applied mutatis mutandis

Article 97, Article 103 (5), Article

pursuant to paragraph (3) of the

104 (4) or Supplementarysame Article) Article 70 (1),Provisions Article 22 (5)Article 71 (1), Article 72, Article(including the cases as applied

78 (5) or Article 79 (5) (including

mutatis mutandis pursuant tothe cases as applied mutatis

paragraph (6) of the same Article)

mutandis pursuant to Article 113,
Article 115, Article 117, Article
118, Articles 120 to 122 inclusive,

171

Article 124, and Article 127),
Article 92 (2) (including the cases
as applied mutatis mutandis
pursuant to paragraph (3) of thesame Article), Article 93 (1),Article 94 (1), Article 95 (1),Article 96 (1), Article 97, Article
103 (5), Article 104 (5), Article
108 (6) or Article 108 (5)Article 95 (3)Hold Column(ii)

the column (hereinafter referred toas “Hold Column” in this Chapter)for entering or recording thematters listed in Article 91 (3)(iii))

Article 103 (1)total issued amount of such Issue

The total amount entered orof Book-entry Government Bonds

recorded in the registry of book-(entry transfer accounts for such
Issue of Book-entry Government
Bonds (the amount pertaining tosuch entry or record where suchentry or record was not valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 103 (2)claim pertaining to such entry or

claim pertaining to such entry or

record has been made and there

record (including the effect of thehas been no such transfer orentry or record in the registry of

extinction

book-entry transfer accounts) has
been made and there has been nosuch transfer or extinction(including extinction of the effectof the entry or record in the172registry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 104 (2)claim pertaining to such entry or

claim pertaining to such entry or(ii)

record has been made and there

record (including the effect of thehas been no such transfer orentry or record in the registry of

extinction

book-entry transfer accounts) has
been made and there has been nosuch transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 111

Book-entry Government Bonds

Special Government Bonds
prescribed in Supplementary
Provisions Article 19

Article 20. (Matters to be Entered or Recorded in a Registry of Book-entry Transfer
Accounts pertaining to Special Government Bonds)(1)

The following matters shall be entered or recorded in a registry of book-entry
transfer accounts.
(i)

Issue (referred to as Issue as prescribed in Article 91 (3) (ii); the same
shall apply in Supplementary Provisions Article 22 and Article 25) andamount of the Special Government Bonds;(ii)

Government Bond Certificate Number of the Special Government Bonds(Registration number in the case of Registered Government Bonds
prescribed in Supplementary Provisions Article 22 (2));(iii)

Other matters prescribed in Ordinance of the Competent Ministry

173

(2)

Article 91 (6) shall apply mutatis mutandis to the registry of book-entry transfer
accounts.

Article 21. (Inspection of the Registry of Book-entry Transfer Accounts pertaining toSpecial Government Bonds)
The bondholders of Special Government Bonds or the State may claim any of thefollowing.
(i)When the registry of book-entry transfer accounts is created as a document,
the claim to inspect or copy such document;(ii)

When the registry of book-entry transfer accounts is created as anelectromagnetic record, the claim to inspect or copy the thing that presents
the information entered in such electromagnetic record in the method
prescribed in the applicable Ordinance of the Competent Ministry.

Article 22. (Procedures for Entering or Recording in the Registry of Book-entry Transfer
Accounts pertaining to Special Government Bonds)(1)

A bondholder of Special Government Bonds may make application in relation tosuch owned Special Government Bonds to be entered or recorded in the registryof book-entry transfer accounts.

(2)

A bondholder (hereinafter referred to as “Applicant” in this Article) of Special
Government Bonds that submits the application referred to in the preceding
paragraph shall together with the government bond certificates (limited to thosecertificates that include all coupons not yet due) of such Special Government
Bonds indicate to the Book-entry Transfer Institution to which the State provided
the consent referred to in Article 13 (1) the account for the purposes of book-entry
transfers of such Special Government Bonds that was established pursuant to suchapplication on behalf of the Applicant provided, however, that where such Special
Government Bonds are registered in accordance with the Law Concerning
Government Bonds (Law No. 34 of 1906) (except for things registered pertaining
to disposition limits, registered to establish a pledge (including the case of sub
pledge), or registered collateral right; hereinafter referred to as “Registered174

Government Bonds”), the evidence referred to in the following paragraphpertaining to such Special Government Bond may be presented in lieu of thegovernment bond certificates.
(3)

A bondholder of Special Government Bonds (limited to the case of Registered
Government Bonds) may claim the evidence of the following matters from theState in relation to such Special Government Bonds. In this case, the claim todischarge the registration shall be made at the same time.
(i)

The Issue and amount of Special Government Bonds;(ii)

The registration number of the Special Government Bonds;(iii)

The fact that the person who made the claim of evidence is the registeredholder of the Special Government Bonds(4)

In the case the application referred to in paragraph (1), the Book-entry Transfer
Institution that received such application shall immediately enter or record thematters listed in each item of Supplementary Provisions Article (20) (1)pertaining to the Special Government Bonds in such application in the registry ofbook-entry transfer accounts.

(5)

When a Book-entry Transfer Institution makes an entry or record in the registry ofbook-entry transfer accounts in according with the preceding paragraph it shallimmediately execute the following matters for the Issue of Special Government
Bonds pertaining to such entry or record.
(i)

Notify the State to the effect that the entry or record was made in theregistry of book-entry transfer accounts;(ii)

Where the Book-entry Transfer Institution has opened an account referred
to in paragraph (2), the entry or record of the amount of increase in suchSpecial Government Bonds in the column where the matters listed in
Article 91 (3) (iii) are entered and recorded for such account;(iii)

Where the Book-entry Transfer Institution has not opened an accountreferred to in paragraph (2), the entry and record of the amount of increasein such Special Government Bond in the Customer Account of the accountof a person who is such Closest Lower-Positioned Institution and the175

Higher-Positioned Institution of the Applicant or notify such Closest
Lower-Positioned Institution detailing of the following matters.

(6)

(a)

The issue and amount of such Special Government Bonds;(b)

The name of the Applicant;(c)

The account indicated in paragraph (2)The preceding paragraph (except for item (i) shall apply mutatis mutandis
pursuant to the Account Management Institution receiving such notice referred toin item (iii) of the same paragraph (including such case as shall apply mutatis
mutandis pursuant to this paragraph).

(7)

When the notice referred to in paragraph (5) (i) is received, the State shallimmediately discharge the registration pertaining to the claim of dischargeprescribed in paragraph (3).

Article 23. (Voiding Government Bond Certificates)
Government bond certificates presented to the Book-entry Transfer Institution inaccordance with the main clause of paragraph (2) of the preceding Article shall become
void when entered or recorded in the registry of book-entry transfer accounts inaccordance with paragraph (4) of the same Article.

Article 24. (Special Provisions for Issuance of Government Bond Certificates)(1)

When an entry or record is made in the registry of book-entry transfer accounts inaccordance with an application by a person without the right to make anapplication referred to in Supplementary Provisions Article 22 (1) in relation toSpecial Government Bonds and there has been an application for cancellationreferred to in Article 96 (1) for such Special Government Bonds, the bondholderof such Special Government Bonds may make an application to the Book-entry
Transfer Institution for cancellation of the entry or record in the registry of bookentry transfer accounts pertaining to such Special Government Bonds.

(2)

When the application for cancellation is received in accordance with thepreceding paragraph the Book-entry Transfer Institution shall immediately cancel

176the entry or record in the registry of book-entry transfer accounts for the Special
Government Bonds pertaining to such application.
(3)

When the entry or record in the registry of book-entry transfer accounts iscancelled in accordance with the preceding paragraph the Book-entry Transfer
Institution shall immediately notify the State to such effect.

(4)

Notwithstanding Article 89 (1) when the entry or record in the registry of bookentry transfer accounts is cancelled in accordance with paragraph (2), thebondholders of the Special Government Bonds pertaining to such entry or record
may make a claim against the State to issue government bond certificates.

Article 25. (Public Notification of the Details of the Special Government Bonds)
In the case consent referred to in Article 13 (1) was given by the Book-entry Transfer
Institution in relation to Special Government Bonds, the State shall immediately notify
the following matters to such Book-entry Transfer Institution.
(i)

The Issue of the Special Government Bonds pertaining to such consent;(ii)

The total amount of such Special Government Bonds and other mattersprescribed in the applicable Ordinance of the Competent Ministry.

Article 26. (Notice Concerning the Issuer’s Consent pertaining to Special Government
Bonds)
Where the State consent pursuant to Article 13 (1) is received in relation to Special
Government Bonds, the Book-entry Transfer Institution shall without delay give public
notice to such effect pursuant to the Ordinances of the Competent Ministry.

Article 27. (Special Provisions for Book-entry Municipal Bonds)(1)

Municipal bonds for which issuance is determined by the Last Day for
Acceptance and for which the issuer following issuance determines as being
subject to this Law (referred to as “Special Municipal Bonds” in the next
paragraph) and are entered or registered in the registry of book-entry transfer
accounts shall be deemed to be Book-entry Municipal Bonds (referred to as Bookentry Municipal Bonds prescribed in Article 66 (except for item (i)) as applied177

mutatis mutandis pursuant to Article 113) and be subject to this Law (except for
Article 66 (ii) as applied mutatis mutandis pursuant to Chapter 2. Section 8,
Chapter 5, and Article 113, Article 69 (except for paragraph (1) (v) and (vi) andparagraph (2) (i) (b) and (c)), Article 87, Articles 114 to 127 inclusive, andSupplementary Provisions Articles 1 to 10 inclusive, and Article 19 to thepreceding Article inclusive, and the next Article to Article 36 inclusive, and thepenal provisions pertaining to these provisions). In this case, the text appearing in
the middle column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the lastcolumn, and any additional necessary technical replacements shall be as specified
in the applicable Cabinet Order.
Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 27 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 103

pursuant to Article 103

Article 78 (1)total issued amount of such Issue

the total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Book-entry Corporate

pursuant to

Bonds (the amount pertaining to

Article 103

such entry or record where suchentry or record was not valid and178total issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 103

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 103

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Special Municipal Bonds

as appliedprescribed in SupplementarymutatisProvisions Article 27 (1)mutandispursuant to
Article 103

179

(2)

Supplementary Provisions Articles 12 to 18 inclusive shall apply mutatis
mutandis to Special Municipal Bonds. In this case, in Supplementary Provisions
Article 12 (1) (ii) the term “corporate bond certificate” shall be deemed to be
replaced with “municipal bond certificates (referred to as municipal bondcertificates as prescribed in the Companies Act Article 705 (2) when re-read asapplied mutatis mutandis pursuant to the Local Government Finance Act (Law No.
109 of 1948) Article 5-6; the same shall apply in Supplementary Provisions
Articles 14 to 16 inclusive)”, and in Supplementary Provisions Article 14 (2) and(3) (ii), Article 15 and Article 16 (4) the term “corporate bond certificate” shall bedeemed to be replaced with “municipal bond certificate”, and any additional
necessary technical replacements shall be as specified in the applicable Cabinet
Order.

Article 28. (Special Provisions for Book-entry Investment Corporation Bonds)(1)

Investment Corporation Bonds for which issuance is determined by the Last Day
for Acceptance and which the issuer following issuance determines as being
subject to this Law (hereinafter referred to as “Special Investment Corporation
Bonds”) and are entered or registered in the registry of book-entry transfer
accounts shall be deemed to be Book-entry Investment Corporation Bonds and be
subject to this Law (except for Article 66 (ii) as applied mutatis mutandis
pursuant to Chapter 2. Section 8, Chapter 5, and Article 113, Article 114, andArticle 115, and Article 69 (except for paragraph (1) (v) and (vi) and paragraph (2)(i) (b) and (c)), Article 84 (1) and (3), Article 87, Articles 117 to 127 inclusive, as
well as Supplementary Provisions Articles 1 to 10 inclusive, and Article 19 to thepreceding Article inclusive, and the next Article to Article 36 inclusive, and thepenal provisions pertaining to these provisions). In this case, the text appearing in
the middle column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the lastcolumn, and any additional necessary technical replacements shall be as specified
in the applicable Cabinet Order.

180

Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 28 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 115

pursuant to Article 115

Article 78 (1)total issued amount of such Issue

The total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Book-entry Corporate

pursuant to

Bonds (the amount pertaining to

Article 115

such entry or record where suchentry or record was not valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 115

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer

181

accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 115

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Special Investment Corporation

as applied

Bonds prescribed in

mutatisSupplementary Provisions Article

mutandis28 (1)

pursuant to
Article 115
Article 85 (1)Each bondholder

each bondholder of Special

as applied

Investment Corporation Bonds

mutatisprescribed in Supplementarymutandis

Provisions Article 28 (1)pursuant to
Article 115
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

182

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 28 (2)(2)

Supplementary Provisions Articles 12 to 18 inclusive shall apply mutatis
mutandis to Special Investment Corporation Bonds. In this case, in
Supplementary Provisions Article 12 (1) (ii) the term “corporate bond certificate”
shall be deemed to be replaced with “investment corporation bond certificates(referred to as investment corporation bond certificates as prescribed in the Act on
Investment Trust and Investment Corporation Article 2 (25); the same shall apply
in Supplementary Provisions Articles 14 to 16 inclusive)”, and in Supplementary
Provisions Article 14 (2) and (3) (ii), Article 15 and Article 16 (4) the term
“corporate bond certificate” shall be deemed to be replaced with “investment
corporation bond certificate”, and any additional necessary technical replacements
shall be as specified in the applicable Cabinet Order...

Article 29. (Special Provisions for Book-entry Corporate Bonds of Mutual Companies)(1)

Corporate Bonds of mutual companies for which there has been a resolution toissue by the Last Day for Acceptance and for which the issuer following issuancedetermines pursuant to a board of directors’ resolution as being subject to thisLaw (referred to as “Special Corporate Bonds” in the next paragraph) and areentered or registered in the registry of book-entry transfer accounts shall bedeemed to be Book-entry Corporate Bonds of mutual companies (referred to as
Book-entry Corporate Bonds as prescribed in Article 66 (except item (i) (a) to (d)inclusive) as applied mutatis mutandis pursuant to Article 117) and be subject tothis Law (except for all items in Article 66 as applied mutatis mutandis pursuant
to Chapter 2. Section 8, Chapter 5, Articles 113 to 116-2 inclusive, and Article
117, and Article 69 (except for paragraph (1) (v) and (vi) and paragraph (2) (i) (b)and (c)), Article 84 (1) and (3), Article 87, Articles 118 to 127 inclusive, and183

Supplementary Provisions Articles 1 to 10 inclusive, and Article 19 to thepreceding Article inclusive, and the next Article to Article 36 inclusive, and thepenal provisions pertaining to these provisions). In this case, the text appearing in
the middle column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the lastcolumn, and any additional necessary technical replacements shall be as specified
in the applicable Cabinet Order.
Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 29 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 117

pursuant to Article 117

Article 78 (1)total issued amount of such Issue

The total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Book-entry Corporate

pursuant to

Bonds (the amount pertaining to

Article 117

such entry or record where suchentry or record was not valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including184mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 117

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 117

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Special Corporate Bonds

as appliedprescribed in SupplementarymutatisProvisions Article 29 (1)mutandispursuant to
Article 117
Article 85 (1)each bondholder

each bondholder of Special

as applied

Corporate Bonds prescribed in

mutatisSupplementary Provisions Article

mutandis29 (1)

185

pursuant to
Article 117
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 29 (2)(2)

Supplementary Provisions Articles 12 to 18 inclusive shall apply mutatis
mutandis to Special Corporate Bonds. In this case, in Supplementary Provisions
Article 12 (1) (ii) the term “corporate bond certificate” shall be deemed to be
replaced with “corporate bond certificates (referred to as corporate bondcertificates as prescribed in the Insurance Business Law Article 61 (vi); the same
shall apply in Supplementary Provisions Articles 14 to 16 inclusive)”, and any
additional necessary technical reading shall be as specified in the applicableCabinet Order.

Article 30. (Special Provisions for Book-entry Specified Corporate Bonds)(1)

Specified Corporate Bonds for which issuance is determined by the Last Day for
Acceptance and for which the issuer following issuance determines as being
subject to this Law (hereinafter referred to as “Special Specified Corporate
Bonds” in the next paragraph) and are entered or registered in the registry ofbook-entry transfer accounts shall be deemed to be Book-entry Specified
Corporate Bonds (referred to as Book-entry Specified Corporate Bonds asprescribed in Article 66 (except item (i) (a) to (d) inclusive) as applied mutatis
mutandis pursuant to Article 118) and be subject to this Law (except for all items

186

in Article 66 as applied mutatis mutandis pursuant to Chapter 2. Section 8,
Chapter 5, Articles 113 to 117-2 inclusive, and Article 118, and Article 69 (except
for paragraph (1) (v) and (vi) and paragraph (2) (i) (b) and (c)), Article 84 (1) and(3), Article 87, Articles 120 to 127 inclusive, and Supplementary Provisions
Articles 1 to 10 inclusive, and Article 19 to the preceding Article inclusive, andthe next Article to Article 36 inclusive, and the penal provisions pertaining tothese provisions). In this case, the text appearing in the middle column of thefollowing table as it relates to the provisions listed in the corresponding firstcolumn shall be deemed to be replaced by the text in the last column, and any
additional necessary technical replacements shall be as specified in the applicableCabinet Order.
Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 30 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 118

pursuant to Article 118

Article 78 (1)total issued amount of such Issue

The total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Book-entry Corporate

pursuant to

Bonds (the amount pertaining to

Article 118

such entry or record where suchentry or record was not valid and187total issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 118

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 118

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Special Specified Corporate Bonds

as appliedprescribed in SupplementarymutatisProvisions Article 30 (1)mutandispursuant to
Article 118

188

Article 85 (1)Each bondholder

each bondholder of Special

as applied

Specified Corporate Bonds

mutatisprescribed in Supplementarymutandis

Provisions Article 30 (1)pursuant to
Article 118
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 30 (2)(2)

Supplementary Provisions Articles 12 to 18 inclusive shall apply mutatis
mutandis to Special Specified Corporate Bonds. In this case, in Supplementary
Provisions Article 12 (1) (ii) the term “corporate bond certificate” shall bedeemed to be replaced with “specified corporate bond certificate (referred to as
specified corporate bond certificates as prescribed in the Law Concerning
Securitization of Assets Article 2 (9); the same shall apply in Supplementary
Provisions Articles 14 to 16 inclusive)”, and in Supplementary Provisions Articles
14 (2) and (3) (ii), Article 15, and Article 16 (4) the term “corporate bondcertificate” shall be deemed to be replaced with “specified corporate bondcertificate”, and any additional necessary technical replacements shall be as
specified in the applicable Cabinet Order.

Article 31. (Special Provisions for Book-entry Special Corporation Bonds)

189

(1)

Rights that should be indicated on bond certificates issued by a juridical person inaccordance with a Special Law for which issuance is determined by the Last Day
for Acceptance and for which the issuer following issuance determines as being
subject to this Law (referred to as “Special Special Corporation Bonds” in thenext paragraph) and are entered or registered in the registry of book-entry transfer
accounts shall be deemed to be Book-entry Special Corporation Bonds (referred
to as Book-entry Special Corporation Bonds as prescribed in Article 66 (except
item (i) (a) to (d) inclusive) as applied mutatis mutandis pursuant to Article 120)and be subject to this Law (except for all items in Article 66 as applied mutatis
mutandis pursuant to Chapter 2. Section 8, Chapter 5, Articles 113 to 119
inclusive, and Article 120, and Article 69 (except for paragraph (1) (v) and (vi)and paragraph (2) (i) (b) and (c)), Article 87, Article 114, Articles 121 to 127
inclusive, and Supplementary Provisions Articles 1 to 10 inclusive, and Article 19
to the preceding Article inclusive, and the next Article to Article 36 inclusive, andthe penal provisions pertaining to these provisions). In this case, the text
appearing in the middle column of the following table as it relates to theprovisions listed in the corresponding first column shall be deemed to be replacedby the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.

Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 31 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

190

Article 120

pursuant to Article 120

Article 78 (1)total issued amount of such Issue

The total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Book-entry Corporate

pursuant to

Bonds (the amount pertaining to

Article 120

such entry or record where suchentry or record was not valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 120

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 120

such transfer or extinction(including extinction of the effectof the entry or record in the191registry of book-entry transfer
accounts)
Article 82 (1)Book-entry Corporate Bonds

Special Special Corporation Bonds

as appliedprescribed in SupplementarymutatisProvisions Article 31 (1)mutandispursuant to
Article 120
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 31 (2)(2)

Supplementary Provisions Articles 12 to 18 inclusive shall apply mutatis
mutandis to Special Special Corporation Corporate Bonds. In this case, in
Supplementary Provisions Article 12 (1) (ii), Article 14 (2) and (3) (ii), Article 15
and Article 16 (4) the term “corporate bond certificate” shall be deemed to be
replaced with “bond certificate”, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.

Article 32. (Special Provisions for Book-entry Investment Trust Beneficiary Rights)(1)

Investment trust beneficiary rights determined by the Last Day for Acceptanceand for which the investment trust contract (referred to as the investment trust
contract prescribed in the Act on Investment Trust and Investment Corporation by
Article 25 (1) and Article 49-4 (1); the same shall apply hereinafter) is amended192

to the effect that it is subject to this Law (referred to as “Special Investment Trust
Beneficiary Rights” in the next paragraph and the next Article) and are entered orregistered in the registry of book-entry transfer accounts shall be deemed to be
Book-entry investment trust beneficiary rights (referred to as Book-entry
investment trust beneficiary rights as prescribed in Article 66 (except item (i)) asapplied mutatis mutandis pursuant to Article 121) and be subject to this Law(except for Article 66 (ii) as applied mutatis mutandis pursuant to Chapter 2.
Section 8, Chapter 5, Articles 113 to 120 inclusive, and Article 121, and Article
69 (except for paragraph (1) (v) and (vi) and paragraph (2) (i) (b) and (c)), Article
87, Article 114 (2), Articles 122 to 127 inclusive, and Supplementary Provisions
Articles 1 to 10 inclusive, and Article 19 to the preceding Article inclusive, andArticles 34 to 36 inclusive, and the penal provisions pertaining to theseprovisions). In this case, the text appearing in the middle column of the following
table as it relates to the provisions listed in the corresponding first column shall bedeemed to be replaced by the text in the last column, and any additional necessary
technical replacements shall be as specified in the applicable Cabinet Order.
Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 32 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 78 (1)the total issued amount of suchthe total issued amount of suchas substituted

Issue of Book-entry Corporate

Issue of Book-entry investment

as applied

Bonds (excluding the amounttrust beneficiary rights (excluding

mutatisalready redeemed)

the amount already redeemed)mutandis

the total issued number of units ofthe total number of units enteredpursuant tosuch investment trust beneficiaryor recorded in the registry of book-

Article 121

rights(excluding the number ofentry transfer accounts (excluding

units already redeemed or

the number of units pertaining to193cancelled)

such entry or record in the casethat entry or record was noteffective and the number of units
redeemed or cancelled)

the number of units after

the total units after deducting

deducting
Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 121

pursuant to Article 121

Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 121

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 121

such transfer or extinction194

(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
Article 82 (1)Book-entry Corporate Bonds

Special Investment Trust

as applied

Beneficiary Rights prescribed in

mutatisSupplementary Provisions Article

mutandis

32 (1)

pursuant to
Article 121
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 32 (2)(2)

Supplementary Provisions Articles 12, Article 13, Article 14 (1) and the mainclause of paragraph (2) and paragraphs (4) to (6) inclusive, Articles 15 to 18
inclusive shall apply mutatis mutandis to Special Investment Trust Beneficiary
Rights. In this case, in Supplementary Provisions Article 12 (1) (i) the term“amount” shall be deemed to be replaced with “number of units”, inSupplementary Provisions Article 12 (1) (ii) the term “corporate bondcertificates” shall be deemed to be replaced with “beneficiary securities (referred
to as beneficiary securities as prescribed in the Act on Investment Trust andInvestment Corporation Article 2 (12); the same shall apply in Supplementary
Provisions Articles 14 to 16 inclusive)”, in the main clause of Article 14 (2) of

195

Supplementary Provisions the phrase “corporate bond certificates (limited tothose certificates that include all coupons not yet due)” shall be deemed to be
replaced with “beneficiary securities”, in paragraph (5) (ii) and (iii) of the same
Article the phrase “amount of increase” shall be deemed to be replaced with“number of units of increase”, in sub-item (a) of the same item the term “amount”
shall be deemed to be replaced with “number of units”, in Supplementary
Provisions Article 15 and Article 16 (4) the term “corporate bond certificates”
shall be deemed to be replaced with “beneficiary securities”, and in
Supplementary Provisions Article 17 (1) (ii) the term “total amount” shall bedeemed to be replaced with “total number of units”, and any additional necessary
technical replacements shall be as specified in the applicable Cabinet Order.

Article 33.
Concerning the application of the Act on Investment Trust and Investment Corporation
Article 30 where the investment trust management company (referred to as an investment
trust management company prescribed in Article 18 of the same Law; hereinafter thesame shall apply in this Article) that directs the investment of investment trust assets
pertaining to the Special Investment Trust Beneficiary Rights of the trustor directed
investment trust fund (referred to as a trustor directed investment trust fund prescribed in
Article 2 (1) of the same Law) intends to make change to the effect that such investment
trust management company may apply for the entry or record in the registry of bookentry accounts of such Special Investment Trust Beneficiary Rights as agent for thetrustor for the investment trust contract pertaining to such Special Investment Trust
Beneficiary Rights, in the same Article the term “known trustor pertaining to such trustor
directed investment trust fund” shall be deemed to be “known trustor pertaining to such
trustor directed investment trust fund (except for a trustor that has consented to delegate
authority of representation for the purpose of applying for entry or record in the registryof book-entry transfer management account prescribed in the same Law pertaining tosuch Special Investment Trust Beneficiary Rights (referred to as Special Investment Trust
Beneficiary Rights prescribed in the ‘Act Concerning the Book-entry Transfer ofCorporate Bonds and Other Securities’ (Law No. 75 of 2001) Special Provisions Article

196

32” to the investment trust company. The same shall apply to the application of Article
30 of the same Law as applied mutatis mutandis pursuant to Article 49-11 (1) of the same
Law pertaining to the case of the trust company, etc. that conducts the investment ofinvestment trust assets for Special Investment Trust Beneficiary Rights of the trustor
directed investment trust fund (referred to as a trustor directed investment trust fundprescribed in Article 2 (2) of the same Law) intends to make change to the effect thatsuch trust company, etc. may apply for the entry or record in the registry of book-entry
accounts of such Special Investment Trust Beneficiary Rights as agent for the trustor for
the investment trust contract pertaining to such Special Investment Trust Beneficiary
Rights.

Article 34. (Special Provisions for Book-entry Loan Trust Beneficiary Rights)(1)

Loan trust beneficiary rights determined by the Last Day for Acceptance and forwhich the loan trust contract (referred to as the trust contract prescribed in the
Loan Trust Act Article 3 (1)) is amended to the effect following suchdetermination as being subject to this Law (referred to as “Special Loan Trust
Beneficiary Rights” in the next paragraph) and are entered or registered in theregistry of book-entry transfer accounts shall be deemed to be book-entry loan
trust beneficiary rights (referred to as Book-entry loan trust beneficiary rights
prescribed by Article 66 (except (i) as applied mutatis mutandis pursuant to
Article 122) and be subject to this Law (except for Article 66 (ii) as appliedmutatis mutandis pursuant to Chapter 2. Section 8, Chapter 5, Articles 113 to 121
inclusive, and Article 122, and Article 69 (except for paragraph (1) (v) and (vi)and paragraph (2) (i) (b) and (c)), Article 87, Article 114 (2), Articles 123 to 127
inclusive, and Supplementary Provisions Articles 1 to 10 inclusive, and Article 19
to the preceding Article inclusive, and Article 36, and the penal provisions
prescribed in these provisions). In this case, the text appearing in the middle
column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the lastcolumn, and any additional necessary technical replacements shall be as specified
in the applicable Cabinet Order.

197

Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 34 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis paragraph to (6)of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 122

pursuant to Article 122

Article 78 (1)total issued amount of such Issue

The total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Special Loan Trust

pursuant to

Beneficiary Rights (the amount

Article 122

pertaining to such entry or record
where such entry or record was not
valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 122

such transfer or extinction(including extinction of the effectof the entry or record in the198registry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 122

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Special Loan Trust Beneficiary

as applied

Rights prescribed in

mutatisSupplementary Provisions Article

mutandis34 (1)

pursuant to
Article 122
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 34 (2)

199

(2)

Supplementary Provisions Articles 12, Article 13, Article 14 (1) and the mainclause of paragraph (2) and paragraphs (4) to (6) inclusive, Articles 15 to 18
inclusive shall apply mutatis mutandis to Special Loan Trust Beneficiary Rights.
In this case, in Supplementary Provisions Article 12 (1) (ii) the term “corporatebond certificates” shall be deemed to be replaced with “beneficiary securities(referred to as beneficiary securities as prescribed in the Loan Trust Act Article 2(2); the same shall apply in Supplementary Provisions Articles 14 to 16
inclusive)”, in the main clause of Supplementary Provisions Article 14 (2) thephrase “corporate bond certificates (limited to those certificates that include all
coupons not yet due)” shall be deemed to be replaced with “beneficiary
securities”, and in Supplementary Provisions Article 15 and Article 16 (4) theterm “corporate bond certificates” shall be deemed to be replaced with“beneficiary securities”, and any additional necessary technical replacements
shall be as specified in the applicable Cabinet Order.

Article 35. (Special Provisions for Book-entry Beneficiary Rights of Specific Purpose
Investment Trusts)(1)

Beneficiary Rights of Specific Purpose Investment Trusts determined by the Last
Day for Acceptance and for which the specific purpose trust contract (referred toas the specific purpose trust contract prescribed in the Law Concerning
Securitization of Assets Article 229) is amended to the effect following suchdetermination as being subject to this Law (referred to as “Special Beneficiary
Rights of Specific Purpose Investment Trust” in the next paragraph) and areentered or registered in the registry of book-entry transfer accounts shall bedeemed to be Book-entry Beneficiary Rights of Specific Purpose Investment
Trusts and be subject to this Law (except for Article 66 (ii) as applied mutatis
mutandis pursuant to Chapter 2. Section 8, Chapter 5, Articles 113 to 123
inclusive, and Article 124, and Article 69 (except for paragraph (1) (v) and (vi)and paragraph (2) (i) (b) and (c)), Article 87, Article 114 (2), Article 127, andSupplementary Provisions Articles 1 to 10 inclusive, and Article 19 to the200preceding Article inclusive, and the next Article, and the penal provisions
pertaining to these provisions). In this case, the text appearing in the middle
column of the following table as it relates to the provisions listed in thecorresponding first column shall be deemed to be replaced by the text in the lastcolumn, and any additional necessary technical replacements shall be as specified
in the applicable Cabinet Order.
Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 35 (2)Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 78 (1)the total issued amount of suchthe total issued amount of suchas substituted

Issue of Book-entry Corporate

Issue of Book-entry Corporate

as applied

Bonds (excluding the amount

Bonds (excluding the amountmutatisalready redeemed)already redeemed)mutandis

the total issued Number of Equity

the total Number of Equity

pursuant toInterests (excluding the Number of Interests entered or recorded in the

Article 124

Equity Interests already redeemed

registry of book-entry transfer

or cancelled)accounts (excluding the Numberof Equity Interests pertaining tosuch entry or record in the casethat entry or record was noteffective and the Number of
Equity Interests redeemed)

the Number of Equity Interests

the total units after deducting

after deducting
Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the201

mutandis

matters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 124

pursuant to Article 124

Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 124

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 124

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Special Investment Trust

as applied

Beneficiary Rights prescribed in

mutatisSupplementary Provisions Article

mutandis35 (1)

pursuant to202

Article 124
Article 85 (1)each bondholder

each bondholder of Special

as applied

Specified Corporate Bonds

mutatisprescribed in Supplementarymutandis

Provisions Article 35 (1)pursuant to
Article 124
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 35 (2)(2)

Supplementary Provisions Articles 12, Article 13, Article 14 (1) and the mainclause of paragraph (2) and paragraphs (4) to (6) inclusive, and Articles 15 to 18
shall apply mutatis mutandis to Special Beneficiary Rights of Specific Purpose
Investment Trusts. In this case, in Supplementary Provisions Article 12 (1) (i) theterm “amount” shall be deemed to be replaced with “Number of Equity Interests”,
in item (ii) of the same paragraph the term “corporate bond certificates” shall bedeemed to be replaced with “beneficiary securities (referred to as beneficiary
securities as prescribed in the Law Concerning Securitization of Assets Article 2(15); the same shall apply in Supplementary Provisions Articles 14 to 16
inclusive)”, in the main clause of Supplementary Provisions Article 14 (2) thephrase “corporate bond certificates (limited to those certificates that include all
coupons not yet due)” shall be deemed to replaced with “beneficiary securities”,
in paragraph (5) (ii) and (iii) of the same Article the phrase “amount of increase”

203shall be deemed to be replaced with “Number of Equity Interests of increase”, in
sub-item (a) of the same item the term “amount” shall be deemed to be replacedwith “Number of Equity Interests”, in Supplementary Provisions Article 15 andArticle 16 (4) the term “corporate bond certificates” shall be deemed to be
replaced with “beneficiary securities”, and in Supplementary Provisions Article
17 (1) (ii) the term “aggregate amount” shall be deemed to be replaced with“aggregate Number of Equity Interests”, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.

Article 36. (Special Provisions for Book-entry Foreign Bonds)(1)

Rights that should be indicated on bond certificates issued by foreign States orforeign juridical persons for which issuance is determined by the Last Day for
Acceptance and for which the issuer following issuance determines as being
subject to this Law (referred to as “Special Foreign Bonds” in the next paragraph)and are entered or registered in the registry of book-entry transfer accounts shallbe deemed to be Book-entry Foreign Bonds (referred to as Book-entry Foreign
Bonds prescribed in Article 66 (except for item (1)) as applied mutatis mutandis
pursuant to Article 127) and be subject to this Law (except for Article 66 (ii) as
applied mutatis mutandis pursuant to Chapter 2. Section 8, Chapter 5, and Articles
113 to 126 inclusive, and Article 127, and Article 69 (except for paragraph (1) (v)and (vi) and paragraph (2) (i) (b) and (c)), Article 87, and Article 114, andSupplementary Provisions Articles 1 to 10 inclusive, and Article 19 to thepreceding Article inclusive and the penal provisions pertaining to theseprovisions). In this case, the text appearing in the middle column of the following
table as it relates to the provisions listed in the corresponding first column shall bedeemed to be replaced by the text in the last column, and any additional necessary
technical replacements shall be as specified in the applicable Cabinet Order.

Article 58

or Article 79 (5) (including the, Article 79 (5) or Supplementary

cases as applied mutatis mutandis

Provisions Article 14 (5) as

pursuant to Article 113, Article

applied mutatis mutandis to115, Article 117, Article 118,

Supplementary Provisions 36 (2)204Articles 120 to 122 inclusive,(including the cases as applied

Article 124, and Article 127)

mutatis mutandis pursuant toparagraph (6) of the same Article)

Article 70 (3)Hold Column

the column (hereinafter referred to(ii) as appliedas “Hold Column” in this Chapter)mutatisfor entering or recording the

mutandismatters listed in Article 68 (3) (iii)pursuant to

as applied mutatis mutandis

Article 127

pursuant to Article 127

Article 78 (1)total issued amount of such Issue

The total amount entered oras appliedof Book-entry Corporate Bonds (recorded in the registry of book-mutatisentry transfer accounts for suchmutandisIssue of Book-entry Foreign

pursuant to

Bonds (the amount pertaining to

Article 127

such entry or record where suchentry or record was not valid andtotal issued amount referred to in

total amount referred to in item (ii)item (ii)
Article 78 (2)there has been a claim pertaining

there has been a claim pertaining

as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 127

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)
pertaining to such entry or transfer

pertaining to such entry or transfer

as prescribed in the precedingin such account as prescribed in

Articlethe preceding Article

205

Article 79 (2)there has been a claim pertaining

there has been a claim pertaining(ii) as applied

to such entry or record and there

to such entry or record (including

mutatishas been no such transfer orthe effect of the entry or record inmutandis

extinction

the registry of book-entry transfer

pursuant toaccounts) and there has been no

Article 127

such transfer or extinction(including extinction of the effectof the entry or record in theregistry of book-entry transfer
accounts)

Article 82 (1)Book-entry Corporate Bonds

Book-entry Foreign Bonds

as appliedprescribed in SupplementarymutatisProvisions Article 36 (1)mutandispursuant to
Article 127
Article 145 (ii) issued pursuant to Article 67 (2)issued pursuant to Article 67 (2)(including the case as applied(including the case as appliedmutatis mutandis pursuant tomutatis mutandis pursuant to

Article 115, Article 117, Article

Article 115, Article 117, Article

118, Articles 120 to 122 inclusive,

118, Articles 120 to 122 inclusive,

Article 124, and Article 127)

Article 124, and Article 127) or
Supplementary Provisions Article
16 (4) as applied mutatis mutandis
pursuant to Supplementary
Provisions Article 36 (2)(2)

Supplementary Provisions Articles 12 to 18 inclusive shall apply mutatis
mutandis to Special Foreign Bonds. In this case, in Supplementary Provisions
Article 12 (1) (ii), Article 14 (2) and (3) (ii), Article 15 and Article 16 (4) the term
“corporate bond certificate” shall be deemed to be replaced with “bond206

certificate”, and any additional necessary technical replacements shall be as
specified in the applicable Cabinet Order.

Article 37. (Ordinance of the Competent Ministry)(1)

The Ordinance of the Competent Ministry in Article 68 (6) as applied mutatis
mutandis pursuant to Supplementary Provisions Article 12 (1) (iii), Article 13 (ii),
Article 17 (1) (ii) and Article 18 (including the case of these provisions as appliedmutatis mutandis pursuant to Supplementary Provisions Article 27 (2), Article 28(2), Article 29 (2), Article 30 (2), Article 31 (2), Article 32 (2), Article 34 (2),Article 35 (2) and paragraph (2) of the preceding Article) and Supplementary
Provisions Article 12(ii) (including the case as applied mutatis mutandis pursuant
to Supplementary Provisions Article 27 (2), Article 28 (2), Article 29 (2), Article
30 (2), Article 31 (2), Article 32 (2), Article 34 (2), Article 35 (2) and paragraph(2) of the preceding Article) shall be Cabinet Orders, and the Ordinance of the
Ministry of Justice.

(2)

The Ordinance of the Competent Ministry in Article 91 (6) and Supplementary
Provisions Article 21 (ii), Article 25 (ii), and Article 26 as applied mutatis
mutandis pursuant to Supplementary Provisions Article 20 (1) (iii), and paragraph(2) of the same Article shall be Cabinet Orders, the Ordinance of the Ministry ofJustice, and the Ordinance of the Ministry of Finance.

Article 38. (Penal Provisions)
Any person who in violation of Supplementary Provisions Article 22 (9) as applied whenre-read pursuant to Article 48, Supplementary Provisions Article 14 (5) (including thecase as applied mutatis mutandis pursuant to paragraph (6) of the same Article)(including the case as applied mutatis mutandis pursuant to Supplementary Provisions
Article 27 (2), Article 28 (2), Article 29 (2), Article 30 (2), Article 31 (2), Article 32 (2),Article 34 (2), Article 35 (2) and Article 36 (2)) or Article 22 (5) (including the case as
applied mutatis mutandis pursuant to paragraph (6) of the same Article) did not enter orrecord the matters that should have been entered or recorded in the registry of book-entry

207transfer accounts shall be punished by imprisonment with labor for a term not exceeding
three years or a fine not exceeding 3,000,000 yen or combination thereof.
.
Article 39.
When any representative of juridical person, agent, worker or other employee is inviolation of the acts referred to in the preceding Article with regard to the business orassets of said juridical person, not only the offender shall be punished but there shall be afine payable to such juridical person not exceeding 300,000,000 yen;

Article 40.
When an officer of a juridical person is subject to any of the following items he/she shallbe punished by a non-penal fine not exceeding 1,000,000 yen.
(i)

When notice is neglected or an illegal notice made in violation of
Supplementary Provisions Article 22 (9) (i) as applied when re-readpursuant to Article 48, Supplementary Provisions Article 14 (5) (i) or (iii)(including the case as applied mutatis mutandis pursuant to paragraph (6)of the same Article), or Article 16 (3) (including the case where theseprovisions are applied mutatis mutandis pursuant to Supplementary
Provisions Article 27 (2), Article 28 (2), Article 29 (2), Article 30 (2),Article 31 (2), Article 32 (2), Article 34 (2), Article 35 (2) and Article 36(2)), Article 17 (1) (including the case as applied mutatis mutandis
pursuant to Supplementary Provisions Article 28 (2), Article 29 (2),Article 30 (2), Article 31 (2), Article 32 (2), Article 34 (2), Article 35 (2)and Article 36 (2)), Article 22 (5) (i) or (iii) (including the case as appliedmutatis mutandis pursuant to paragraph (6) of the same Article), Article 24(3) or Article 25;(ii)

When the permission to inspect or copy the documents or the thing that
presents the information entered in such electromagnetic record in themethod prescribed in Ordinance of the Competent Ministry is rejectedwithout justifiable reason in violation of Supplementary Provisions Article
13 (including the case as applied mutatis mutandis pursuant to208

Supplementary Provisions Article 27 (2), Article 28 (2), Article 29 (2),Article 30 (2), Article 31 (2), Article 32 (2), Article 34 (2), Article 35 (2),and Article 36 (2)) or Article 21;(iii)

When an entry is made, or an entry or record of the matters that shouldhave been entered or recorded is not made, or a false entry or record ismade in the registry of book-entry transfer accounts in violation of
Supplementary Provisions Article 14 (4) (including the case as appliedmutatis mutandis pursuant to Supplementary Provisions Article 27 (2),Article 28 (2), Article 29 (2), Article 30 (2), Article 31 (2), Article 32 (2),Article 34 (2), Article 35 (2), and Article 36 (2)) or Article 22 (4);(iv)

When the cancellation of an entry or record in the registry of book-entry
transfer accounts is not made, in violation of Supplementary Provisions
Article 16 (2) (including the case as applied mutatis mutandis pursuant toSupplementary Provisions Article 27 (2), Article 28 (2), Article 29 (2),Article 30 (2), Article 31 (2), Article 32 (2), Article 34 (2), Article 35 (2),and Article 36 (2)), or Article 24 (2);(v)

When a claim made pursuant to Supplementary Provisions Article 16 (4)(including the case as applied pursuant to Supplementary Provisions
Article 28 (2), Article 29 (2), Article 30 (2), Article 31 (2), Article 32 (2),Article 34 (2), Article 35 (2), and Article 36 (2)) is rejected without
justifiable reason;(vi)

When there is violation of Article 87 (1) as applied mutatis mutandis
pursuant to Supplementary Provisions Article 17 (2) or Supplementary
Provisions Article 18 (including the case where these provisions areapplied mutatis mutandis pursuant to Supplementary Provisions Article 27(2), Article 28 (2), Article 29 (2), Article 30 (2), Article 31 (2), Article 32(2), Article 34 (2), Article 35 (2), and Article 36 (2)) or Article 26.

Excerpts of Supplementary Provisions (Law No. 129 of 28 November 2001)

209

1. (Effective Date)
This Law shall come into force as from 1 April 2002

2. (Transitional Measure Concerning Application of the Penal Provisions)With regard to the application of the Penal Provisions to acts committed prior to theenforcement of this Law, and acts committed after the enforcement of this Law in thecase where the provisions then in force in accordance under this Law shall apply, theprovisions then in force shall remain applicable.

Excerpts of Supplementary Provisions (Law No. 138 of 5 December 2001)

Article 1. (Effective Date)
This Law shall come into force 20 days after the date of promulgation.

Excerpts of Supplementary Provisions (Law No. 45 of 29 May 2002)

1. (Effective Date)
This Law shall come into force as from the date specified in the applicable Cabinet Orderwithin a period not exceeding one year from the day of promulgation.

2. (Transitional Measures)
In the case where the day of enforcement of this Law is a day before the day of
enforcement of the Law to Amend Part of the Japan Agricultural Cooperatives Law, Etc.
(Law No. 94 of 2001) Article 2, in the amendment provisions of Article 9 to amend theJapan Agricultural Cooperatives Law the term "Article 30 (12)" shall be deemed to be"Article 30 (11)".

Excerpts of Supplementary Provisions (Law No. 65 of 12 June 2002)

210

Article 1. (Effective Date)
This Law shall come into force as of 6 January 2003 provided, however, that theprovisions in all the following items shall come into force as of the day specified in said
respective items.
(ii)

Article 3 and Supplementary Provisions Article 3, Articles 58 to 78
inclusive, and Article 82 shall come into force as of the day specified in
the applicable Cabinet Order within five years from the effective date(hereinafter the “Effective Date”).

Article 3. (Transitional Measures for Termination of the Act for Registration of
Corporate Bonds and Other Securities)
The provisions of the Act for Registration of Corporate Bonds and Other Securities(hereinafter, the “Old Bond Registration Act”) shall remain effective in relation tocorporate bonds (hereinafter referred to as “Registered Bonds, etc.”) that are registeredpursuant to the Old Bond Registration Act Article 3 (1) (including the case as appliedmutatis mutandis pursuant to the Old Bond Registration Act Article 14) before its
abolishment as prescribed in Article 3, prior to the effective date of the same Article.

Article 84. (Transitional Measures Concerning the Penal Provisions)With regard to the application of the Penal Provisions to acts committed prior to theenforcement of this Law (such provisions in the cases of the provisions as listed in each
item of Supplementary Provisions Article 1; hereinafter the same shall apply in this
Article), and acts committed after the enforcement of this Law in the case where theprovisions then in force in accordance with these Supplementary Provisions shall apply,
the provisions then in force shall remain applicable.

Article 85. (Delegation of Other Transitional Measures to Cabinet Order)211

In addition to what is provided for in these Supplementary Provisions, other transitional
measures necessary for the enforcement of this Law shall be specified in the applicableCabinet Order.

Article 86. (Review)
In cases after five years have elapsed from the enforcement of this Law, if theGovernment deems necessary, after taking into account the state of the Act Concerning
the Book-entry Transfer of Corporate Bonds and Other Securities, the new Securities andExchange Law, and the new Financial Futures Trading Law, and changes insocioeconomic circumstances, and then reviewing the systems pertaining to theParticipants’ Protection Trust prescribed in the new Act Concerning the Book-entry
Transfer of Corporate Bonds and Other Securities Article 2 (11), the Settlement
Institutions for Securities Trading prescribed in the new Securities and Exchange Law
Article 2 (31), and the Settlement Institutions for Financial Futures Trading prescribed in
the new Financial Futures Trading Law Article 2 (15), the Government shall takenecessary measures based upon the results of such review.

Excerpts of Supplementary Provisions (Law No. 98 of 31 July 2002)

Article 1. (Effective Date)
This Law shall come into force on the effective date of the Postal Transfer Law provided,
however, that the provisions in all the following items shall come into force as of the day
specified in said respective items.
(i)Chapter 1 Section 1 (including Appended Articles 1 to 4 inclusive), andSupplementary Provisions Article 28 (2), Article 33 (2) and (3) and Article
39 shall come into force on the day of promulgation.

Article 38. (Transitional Measures Concerning Penal Provisions)With regard to the application of the Penal Provisions to acts committed prior to the
Effective Date, and acts committed after the enforcement of this Law where the212provisions then in force in accordance under this Law shall apply, and the case where theprovisions then in force under these provisions remain effective, the provisions then inforce shall remain applicable.

Article 39. (Delegation of Other Transitional Measures to Cabinet Order)
In addition to what is provided for in this Law, other transitional measures necessary forthe enforcement of the Postal Transfer Law and this Law (including transitional measuresconcerning penal provisions) shall be specified in the applicable Cabinet Order.

Excerpts of Supplementary Provisions (Law No. 54 of 30 May 2003)

Article 1 (Effective Date)
This Law shall come into force as of 1 April 2004 provided, however, that the provisions
in all the following items shall come into force as of the day specified in said respective
items.
(ii)

The amendment provisions in Article 1 to amend the Securities andExchange Law Article 2 (8), Article 27-2 (4), Article 27-28 (3) and Article
32 (3), to amend paragraph (5) of the same Article (limited to the partadding “, Cooperative Financial Institutions” under “, Banks”), to amend
paragraph (6) of the same Article, Article 54 (1) (iv) of the same Law, andArticle 65 (1) of the same Law, to amend paragraph (2) of the same
Article (except the amendment provision to item (i) of the same
paragraph), to amend Article 65-2 (i), paragraph (3) of the same Article,
paragraph (9) of the same Article, Article 65-3, Article 166 (5) and Article
201 (2) of the same Law, the amendment provisions in Article 2 to amend
the Act on Foreign Securities Companies Article 2 (i), to amend Article 14(1) of the same Law (limited to the part adding “, Cooperative Financial
Institutions” under “of which Banks”), to amend Article 22 (1) (iv) of thesame Law (limited to the part adding “, Cooperative Financial
Institutions” under “Banks”), to amend item (v) of the same paragraph, the213amendment provisions in Article 6 to amend the Shoko Chukin Bank Act
Article 28 (1) (vii) and (xix), to delete paragraph (6) of the same Article
and add one paragraph after paragraph (3) of the same Article, theamendment provisions in Article 7 to amend the Agricultural Cooperatives
Association Law by adding one item after Article 10 (6) (iii), to amend
item (vi)-2 of the same paragraph, item (xv) of the same paragraph, andparagraph (12) of the same Article, to delete paragraph (13) and paragraph(16) of the same Article, and to add two paragraphs after paragraph (9) of
the same Article, the amendment provisions in Article 8 to amend theFishery Cooperative Law by adding one item after Article 11 (3) (iii), toamend Article item (vi) of the same paragraph, to add one item following
Article 87 (4) (iii) of the same Law, to add one item following Article 93(2) (iii) of the same Law and to add one item following Article 97 (3) (iii)of the same Law, the amendment provisions in Article 9 to amend the
Small and Medium-sized Enterprise Cooperative Association Law Article
9-8 (2) (vii), the amendment provisions in Article 10 to amend the Shinkin
Bank Law Article 53 (3) (ii) and Article 54 (4) (ii), the amendment
provisions in Article 11 to amend the Labor Bank Law Article 58 (2) (viii)
and Article 58-2 (1) (vi), the amendment provisions in Article 12 to amend
the Norinchukin Bank Law Article 54 (4) (ii), the provisions in Article 13,
the amendment provisions in Supplementary Provisions Article 16 toamend the Act on Special Measures Concerning Taxation (Law No. 26 of
1957) Article 37-11 (1) (i), Article 37-14-2 (1) (i), and Article 41-14 (3)(ii), and the amendment provisions in Supplementary Provisions Article
17 to amend the Income Tax Act (Law No. 33 of 1965) Article 224-3 (1)(ii), shall come into force one month after the date of promulgation.

Article 38. (Transitional Measures Concerning Penal Provisions)
The application of the Penal Provisions to the acts that have been committed prior to theenforcement of this Law shall continue to follow the provisions then in force.

214

Article 39. (Delegation of Other Transitional Measures to Cabinet Order)
In addition to what is provided for in this Law, other transitional measures necessary forthe enforcement of this Law shall be specified in the applicable Cabinet Order.

Article 40. (Review)
Where after five years have elapsed from the enforcement of this Law, if the Government
deems necessary, after taking into account changes, etc. in socioeconomic circumstances
in Japan and abroad, including the progress in implementation of the provisions after
amendment in accordance with this Law, and then reviewing the financial systems as
amended in accordance with this Law, the Government shall take necessary measures
based upon the results of the review.

Excerpts of Supplementary Provisions (Law No. 76 of 2 June 2004)

Article 1. (Effective Date)
This Law shall come into force as the effective date of the Bankruptcy Act (Law No. 75
of 2004. Referred to as the “New Bankruptcy Act” in paragraph (8) of the next Article,
Supplementary Provisions Article 3 (8), Article 5 (8), (16) and (21), Article 8 (3) and
Article 13).

Article 14. (Delegation to Cabinet Order)
In addition to what is provided for in Supplementary Provisions Article 2 to the preceding
Article inclusive, other transitional measures necessary for the enforcement of this Law
shall be specified in the applicable Cabinet Order.

Excerpts of Supplementary Provisions (Law No. 87 of 9 June 2004)

Article 1. (Effective Date)

215

This Law shall come into force as from the date specified in the applicable Cabinet Orderwithin a period not exceeding one year from the day of promulgation.

Excerpts of Supplementary Provisions (Law No. 88 of 9 June 2004)

Article 1. (Effective Date)
This Law shall come into force as from the date specified in the applicable Cabinet Orderwithin a period not exceeding five years from the day of promulgation (hereinafterreferred to as the “Effective Date”), provided, however, that Supplementary Provisions
Article 34 (7) to (16) inclusive shall come into force from the Effective Date of theCompanies Act (Law No. 86 of 2005).

Article 3. (Procedures in the Case of a Resolution to Change the Articles of Incorporation
to Abolish the Provisions of the Articles of Incorporation that it Issues Stock Certificates
for its Shares made by the Company using Custody and Book-entry Prior to the Effective
Date)
(1)

Where a company (hereinafter referred to as “Issuer” until Supplementary
Provisions Article 12 and in Supplementary Provisions Article 34 (5)) that issues
shares pertaining to stock certificates (hereinafter referred to as “Deposited Stock
Certificates” until Supplementary Provisions Article 31) handled by a securities
depository (referred to as a securities depository prescribed in Article 2 (2) of the
Law Concerning Central Securities Depository and Book-entry Transfer of Stock
Certificates and Other Securities; hereinafter the same shall apply until
Supplementary Provisions Article 33) (hereinafter referred to as “Old Deposit andBook-entry Law” until Supplementary Provisions Article 34) before its
abolishment as prescribed in the preceding Article) makes a resolution to change
the Articles of Incorporation to abolish the provisions of the Articles ofIncorporation (hereinafter referred to as “Provisions of the Articles ofIncorporation to Issue Stock Certificates” until Supplementary Provisions Article6) that it issues stock certificates pertaining to such shares (for a company with216

class shares, all classes of shares) prior to the Effective Date (limited to the caseof such resolution for the change to the Articles of Incorporation referred to in the
Companies Act Article 218 (1) (ii) being made by such Issuer comes into force(hereinafter referred to a “Enforcement Date” until Supplementary Provisions
Article 6)) prior to the Effective Date, such Issuer shall notify the securities
depository to which it gave consent under the Old Deposit and Book-entry Law
Article 6-2 of its intent to change such Articles of Incorporation and such
effective date.
(2)

Where it receives the notice referred to in the preceding Article, the securities
depository shall after the Enforcement Date immediately notify the Issuer of the
Matters to be Notified prescribed in the Old Deposit and Book-entry Law Article
31 (1) pertaining to the beneficial shareholders (referred to as beneficial
shareholders as prescribed in the Old Deposit and Book-entry Law Article 31 (1);hereinafter the same shall apply until Supplementary Provisions Article 6) on the
day prior to the Enforcement Date pertaining to such notice of such Issuer andmatters concerning the pledgees of the shares pertaining to such stock certificateshandled by such securities depository (referred to as the matters set forth in the
Old Deposit and Book-entry Law Article 17 (2) in relation to the Participant’s
own stock certificates pertaining to such pledgee (referred to as the Participant’s
own stock certificates referred to in the Old Deposit and Book-entry Law Article
17 (2) (i); hereinafter the same shall apply until Supplementary Provisions Article7) and the matters set forth in the Old Deposit and Book-entry Law Article 15 (2)in relation to the stock certificates deposited by a customer (referred to as thestock certificates deposited by a customer referred to in the Old Deposit andBook-entry Law Article 17 (2) (i); hereinafter the same shall apply until
Supplementary Provisions Article 8 (12)).

(3)

When the Participant (referred to as a Participant prescribed in the Old Deposit
and Book-entry Law Article 2 (3); hereinafter the same shall apply until
Supplementary Provisions Article 32) is requested by the securities depositoryreferred to in the preceding paragraph to report necessary matters with respect to217the notification referred to in the same paragraph, he/she shall immediately notify
the securities depository of such matters.
(4)

The Issuer that receives the notice referred to in paragraph (2) shall immediately
enter or record the matters notified by such notice in the shareholder registry.

(5)

The Issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in the applicable Cabinet Order has elapsed from the
Enforcement Date the entry or record of items in the shareholder registryprescribed in the Companies Act Article 121 in relation to shares where thesecurities depository referred to in paragraph (2) is deemed to be the shareholder,
except for the case referred to in this paragraph.

Article 4. (Ownership of Shares Pertaining to Deposited Stock Certificates)
On the Enforcement Date, beneficial shareholders pertaining to shares of an Issuer thathas abolished the Provisions of the Articles of Incorporation to Issue Stock Certificatesshall be deemed to have acquired shares pertaining to Deposited Stock Certificatescorresponding to the number of shares of such individual Deposited Stock Certificates(referred to as the Deposited Stock Certificates prescribed in the Old Deposit and Bookentry Law Article 17 (2); hereinafter the same shall apply until Supplementary Provisions
Article 12).

Article 5. (Limits on Requesting Delivery of Stock Certificates)
The Participant or customer (referred to as the customer prescribed in the Old Deposit
and Book-entry Law Article 15 (1); hereinafter the same shall apply until Supplementary
Provisions Article 13) may not request the securities depository or the Participant todeliver such Deposited Stock Certificates pertaining to shares of an Issuer that has
abolished the Provisions of the Articles of Incorporation to Issue Stock Certificates on orafter the Enforcement Date.

Article 6. (Special Provisions concerning the Effective Date for the company using
custody and book-entry)

218

(1)

An Issuer that on the Effective Date has the Provisions of the Articles ofIncorporation to Issue Stock Certificates pertaining to the shares relating to
Deposited Stock Certificates shall be deemed to have resolved to amend the
Articles of Incorporation to abolish the Provisions of the Articles of Incorporation
to Issue Stock Certificates for such shares with the Effective Date deemed to be
the Enforcement Date.

(2)

Supplementary Provisions Article 3 (2) shall apply mutatis mutandis to the Issuer
referred to in the preceding paragraph. In this case, the text appearing in the left
hand column of the following table that appears in paragraph (2) of the same
Article shall be deemed to be replaced by the text in the corresponding right handcolumn.

In the case of receiving the notice referred

The securities depository

to in the preceding Article, the securities
depository
the day prior to the Enforcement Date

The Effective Date

pertaining to such notice of such Issuer
after the Enforcement Date

(3)

after the Effective Date

Supplementary Provisions Article 3 (3) and paragraphs (4) and (5) of the same
Article shall apply mutatis mutandis respectively to the notice referred to in
Supplementary Provisions Article 3 (2) as applied mutatis mutandis pursuant to
the preceding paragraph and the Issuer that received such notice. In this case, theterm “Enforcement Date” in the same Article shall be deemed to be replaced with
“Effective Date”.

(4)

Supplementary Provisions Article 4 and the preceding Article shall apply mutatis
mutandis respectively to the beneficial shareholders pertaining to the shares of theIssuer referred to in paragraph (1) and the Deposited Stock Certificates pertaining
to the shares of such Issuer. In this case, the term “Enforcement Date” inSupplementary Provisions Article 4 and in the preceding Article shall be deemed
to be replaced with “Effective Date”.

219

(5)

When the Issuer has not resolved to amend the Articles of Incorporation toabolish the Provisions of the Articles of Incorporation to Issue Stock Certificatesfor such shares with an Enforcement Date on a date prior to the Effective Date forthe shares pertaining to Deposited Stock Certificates by two weeks before theEffective Date, such Issuer shall give notice two weeks prior to the Effective Dateto the effect that such Deposited Stock Certificates shall be deemed void on the
Effective Date.

(6)

In the case the pledgee of shares pertaining to the Deposited Stock Certificates of
the Issuer referred to in the preceding paragraph requests the entry or record in theshareholder registry, such Issuer shall, limited to the period from the day two
weeks prior to the Effective Date until the day before the Effective Date, enter orrecord the name, and address of such pledgee in the shareholder registry.

(7)

The application to register the amendment due to the abolishment in the Articles
of Incorporation to issue stock certificates where there is deemed to have been aresolution to amend the Articles of Incorporation pursuant to paragraph (1) shalldocumentary evidence to such effect in such case in place of the documents
prescribed under the Commercial Registration Law (Law No. 125 of 1963)
Article 63.

Article 7. (Special Provisions in the Case the Company using Custody and Book-entry
has given Consent to the Securities Depository Designated by the Book-entry Transfer
Institution)(1)

Where the securities depository that was given the consent referred to in the Old
Deposit and Book-entry Law Article 6-2 by the Issuer for the shares pertaining to
the Deposited Stock Certificates is the Book-entry Transfer Institution (referred to
as Book-entry Transfer Institution as prescribed in the Act Concerning the Bookentry Transfer of Corporate Bonds, Stocks, and Other Securities after revision
pursuant to Article 1 (hereinafter referred to as the “New Book-entry Law”)
Article 2 (2); hereinafter the same shall apply until Supplementary Provisions
Article 34), and such Issuer gives the consent referred to in the New Book-entry
Law Article 13 (1) for the shares pertaining to such Deposited Stock Certificates220

by one month prior to the Effective Date (hereinafter referred to as the “Agreed
Expiration Date” until Supplementary Provisions Article 11), when the Participantof such securities depository is the Closest Lower-Positioned Institution (referred
to as the Closest Lower-Positioned Institution prescribed in the New Book-entry
Law Article 2 (8); hereinafter the same shall apply in this Article and the next
Article) of such Book-entry Transfer Institution (hereinafter referred to as“Specified Book-entry Transfer Institution” until Supplementary Provisions
Article 10) for such shares on the Effective Date, such Specified Book-entry
Transfer Institution shall establish an account for book-entry transfer of the Bookentry Stocks (referred to as Book-entry Stocks as prescribed in the New Bookentry Law Article 128 (1); the same shall apply hereinafter) for the person (except
for such Specified Book-entry Transfer Institution; hereinafter referred to as“Specified Pledgee” in this Article) that is entered or recorded in the registry ofParticipants’ accounts (referred to as registry of Participants’ accounts in the Old
Deposit and Book-entry Law Article 17 (1); hereinafter the same shall apply until
Supplementary Provisions Article 26) as the pledgee of the Participant Proprietary
Account of such Participant (hereinafter referred to as “Specified Participant” inthis Article. In such case such account shall be deemed to be established pursuant
to an application referred to in Article 12 (1) of the New Book-entry Law by suchSpecified Pledgee.
(2)

On the Effective Date, the Specified Book-entry Transfer Institution shall enter orrecord the matters listed in the Old Deposit and Book-entry Law Article 17 (2)pertaining to such Specified Participants who are entered or recorded in such
Participants Account or relating to such Specified Pledgee, or matters entered orrecorded pursuant to the Old Deposit and Book-entry Law Article 37 or matterslisted in the New Book-entry Law Article 129 (3) (vi) in the account established
for the Specified Participant or the account established for the Specified Pledgee
pursuant to the first sentence of the preceding paragraph in such prepared registryof book-entry transfer accounts (referred to as registry of book-entry transfer
accounts prescribed in the New Book-entry Law Article 129 (1); hereinafter the221same shall apply until Supplementary Provisions Article 26) pursuant to Cabinet
Order or Ordinance of the Ministry of Justice.
(3)

On the Effective Date, the Specified Participant shall establish an account forbook-entry transfer of Book-entry Stocks for the person (except for suchSpecified Participant) entered or recorded in the registry of customer accounts(referred to as registry of customer accounts prescribed in the Old Deposit andBook-entry Law Article 15 (1); hereinafter the same shall apply until Article 26)
as such customer or the pledgee of shares pertaining to Deposited Stock
Certificates of such customer. In such case such account shall be deemed to beestablished pursuant an application referred to in the New Book-entry Law Article
44 (1) by such customer or such pledgee.

(4)

On the Effective Date, the Specified Participant shall enter or record the matterslisted in the Old Deposit and Book-entry Law Article 15 (2) relating to suchcustomers that are entered or recorded in such registry of customer accounts orpertaining to such pledgees, or matters entered or recorded pursuant to the Old
Deposit and Book-entry Law Article 37 or matters listed in the New Book-entry
Law Article 129 (3) (vi) in the account established pursuant to the first sentenceof the preceding paragraph for the customer or pledgee referred to in such registryof customer accounts, pursuant to Cabinet Order or Ordinance of the Ministry ofJustice.

(5)

On the Effective Date, the Specified Participant shall establish an account forbook-entry transfer of Book-entry Stocks for the Specified Book-entry Transfer
Institution (limited to the person entered or recorded in the registry of Participants
account as the pledgee of such Specified Participant’s Participants’ Proprietary
Account. In such case such account shall be deemed to be established pursuant toan application referred to in the New Book-entry Law Article 44 (1) by suchSpecified Book-entry Transfer Institution.

(6)

On the Effective Date, the Specified Participant shall enter or record the matterslisted in the New Book-entry Law Article 129 (3) (iv) where such Specified
Book-entry Transfer Institution is the pledgee in the column (hereinafter referred
to as the “Pledge Column” in this Article and the next Article) where the matters222

listed in the New Book-entry Law Article 129 (3) (iv) pertaining to such Specified
Book-entry Transfer Institution that are entered or recorded in such registry ofParticipants accounts are entered or recorded, in the account established pursuant
to the first sentence of the preceding paragraph for the Specified Book-entry
Transfer Institution referred to in such registry of book-entry transfer accounts,
pursuant to Cabinet Order or Ordinance of the Ministry of Justice.
(7)

In the case the Specified Participant is the pledgee of shares pertaining to suchcustomer’s Deposited Stock Certificates, such Specified Participant shall on the
Effective Date notify the Specified Book-entry Transfer Institution of the matterslisted in the New Book-entry Law Article 129 (3) (iv) that made such Specified
Participant the pledgee. In this case, the Specified Book-entry Transfer Institutionthat received such notice shall immediately enter or record such matters in the
Pledge Column of such Specified Participant’s Proprietary Account (referred to as
the Proprietary Account prescribed in paragraph (2) (i) of the same Article).

(8)

Where a Book-entry Transfer Institution, etc. (referred to as Book-entry Transfer
Institution, etc. prescribed in the New Book-entry Law Article 2 (5); hereinafter
the same shall apply until Supplementary Provisions Article 34) in violation ofparagraphs (2), (4), (6) and the second sentence of the preceding paragraph hasomitted the entry or record, or made an error in the entry or record in the registryof book-entry transfer accounts, such omitted entry or record or mistaken entry or
record shall be deemed a mistaken entry or record as prescribed in the New Bookentry Law Article 58.

Article 8.
(1)

The Issuer that gave the consent referred to in the New Book-entry Law Article
13 (1) for the shares pertaining to the Deposited Stock Certificates to theSpecified Book-entry Transfer Institution by the Agreed Expiration Date shallgive public notice of the following matters by the Agreed Expiration Date.
(i)

Such Issuer shall effect the notice referred to in paragraph in relation to
the shareholders (except for shareholders of shares for the purpose ofpledges of Registered Pledgees of Shares (referred to as Registered

223

Pledgees of Shares prescribed in the Companies Act Article 149 (1);hereinafter the same shall apply in this Article) or shareholders of Bookentry Stocks (referred to as “Specified Book-entry Stocks” in the next
paragraph) entered or recorded pursuant to paragraphs (2), (4), (6) and thesecond sentence of paragraph (7) of the preceding Article), and such
Registered Pledgees of Shares (hereinafter referred to as “Shareholders to
be Notified“ in this Article);(ii)

The name and address of the Book-entry Transfer Institution, etc. that
established the account pursuant to the application referred to in the first
sentence of paragraph (4).

(2)

The Specified Book-entry Transfer Institution shall, without delay following theEffective Date, notify the Issuer referred to in the preceding paragraph of theexistence or otherwise of Specified Book-entry Stocks, the type and number andsuch shareholders.

(3)

When the Participant is requested by the Specified Book-entry Transfer Institution
referred to in the preceding paragraph to report necessary matters with respect tothe notification referred to in the same paragraph, the Participant shallimmediately notify the Specified Book-entry Transfer Institution of such matters.

(4)

The Issuer (hereinafter referred to as the “Specified Issuer” in this Article and thenext Article) referred to in paragraph (2) that receives the notice referred to in thesame paragraph shall without delay apply to the Book-entry Transfer Institution,etc. referred to in paragraph (1) (ii) for the establishment of an account for bookentry transfer of Book-entry Stocks for the Shareholders to be Notified. In thiscase such account shall be deemed to be a Special Account referred to in the New
Book-entry Law Article 131 (3).

(5)

The Specified Issuer shall, without delay following the Effective Date, notify thefollowing matters to the Specified Book-entry Transfer Institution that suchSpecified Issuer gave the consent referred to in the New Book-entry Law Article
13 (1).

224

(i)The trade name of such Specified Issuer and the type of Book-entry Stocks(hereinafter referred to as “Issues” in this Article and the next Article)
when the Issuer is a company issuing various types of shares;(ii)

The name of the Participants (referred to as Participants as prescribed in
the New Book-entry Law Article 2 (3); hereinafter the same shall apply inthis Article and the next Article) who are Shareholders to be Notified’;(iii)

The account established by the Book-entry Transfer Institution, etc.
according to the application referred to in the first sentence of thepreceding paragraph;(iv)

The number (except for the things referred to in the next item) of Bookentry Stocks referred to in item (i) for each Participant;(v)

When the Participant is a Registered Pledgee of Shares, a statement tosuch effect, and the number of Book-entry Stocks referred to in item (i)that are for pledges for each Participant, and the number for eachshareholder of such number;(vi)

The name and address of the shareholders referred to in the preceding item;(vii)

When the Participant is a trustee of a trust, a statement to such effect andthe number referred to in item (iv) and (v) that are trust assets;(viii) Those matters listed in the New Book-entry Law Article 129 (3) (vii) thatare matters accessible to the Specified Participant as being mattersprescribed in Cabinet Order;(ix)

The total number of Book-entry Stocks referred to in item (i) and othermatters prescribed in Cabinet Order or Ordinance of the Ministry ofJustice.

(6)Where a notice as referred to in the preceding paragraph, the Specified Bookentry Transfer Institution that received such notice shall immediately execute thefollowing measures in relation to the Issue of Book-entry Stocks pertaining tosuch notice.
(i)

The following matters shall be entered or recorded in the case theSpecified Book-entry Transfer Institution has opened an account referred
to in item (iii) of the preceding paragraph.

225

(a)

The entry or record of the increased number referred to in the New
Book-entry Law Article 129 (3) (iii) pertaining to the Participantreferred to in item (ii) of the same paragraph (limited toshareholders) in the column where the matters listed in item (iii) of
the same paragraph are entered and recorded for such account;(b)

The entry or record of the increased number of Book-entry Stocks
and increased number for each shareholder of such number
referred to in item (v) of the preceding paragraph pertaining to theParticipant (limited to Registered Pledgee of Shares) referred to initem (ii) of the preceding paragraph in the Pledge Column for suchaccount;(c)

The entry or record of the matters referred to in item (vi) of thepreceding paragraph in the Pledge Column of such Account;(d)

The entry or record of the increased number of things that are trust
assets referred to in item (vii) of the preceding paragraph in suchaccount;(e)

The entry or record of the matters referred to in item (viii) of thepreceding paragraph in such account;(ii)

In the case the Specified Book-entry Transfer Institution has not opened
an account referred to in item (iii) of the preceding paragraph, the entry
and record of the increased number being the aggregate of the number
referred to in item (iv) of the same paragraph and the number of Bookentry Stocks referred to in item (v) of the same paragraph pertaining tosuch Participant in the Customer Account (referred to as Customer
Account prescribed in Article 129 (2) (ii) of the New Book-entry Law) of
the account of a person who is the Closest Lower-Positioned Institution
and the Higher-Positioned Institution (referred to as the Higher-Positioned
Institution prescribed in Article 2 (7) of the New Book-entry Law) of theParticipant referred to in item (ii) of the same paragraph or a notice to the
Closest Lower-Positioned Institution listing the matters from item (i) to(viii) inclusive of the same paragraph.

226

(7)

The preceding paragraph shall apply mutatis mutandis to the AccountManagement Institution (referred to as an Account Management Institution
prescribed in the New Book-entry Law Article 2 (4)) that has received the noticein the case of a notice referred to in item (ii) of the same paragraph (including thecase as shall apply mutatis mutandis pursuant to this paragraph).

(8)

In the case of a notice referred to in paragraph (5), the Specified Book-entry
Transfer Institution that receives such notice shall immediately take action inaccordance with the method prescribed in the applicable Cabinet Order to alert theParticipant to the matters listed in item (ix) of the same paragraph concerning theIssue of Book-entry Stocks pertaining to such notice.

(9)

The cost relating to the measures in the preceding paragraph shall be borne by theSpecified Issuer of the Book-entry Stocks referred to in the same paragraph.

(10)

In the case of a Book-entry Transfer Institution, etc. in violation of paragraph (6)(including the case that shall apply mutatis mutandis pursuant to paragraph (7)),
has omitted the entry or record, or made an error in the entry or record in theregistry of book-entry transfer accounts, such omitted entry or record or mistaken
entry or record shall be deemed a mistaken entry or record as prescribed in the
New Book-entry Law Article 58.

(11)

Notwithstanding Supplementary Provisions Article 6 (5), the Issuer referred to inparagraph (1) need not issue the public notice referred to in the same paragraph.

(12)

The Specified Book-entry Transfer Institution shall not make a notice concerning
the pledgee entered or recorded pursuant to paragraph (2), (4), (6) or the second
sentence of paragraph (7) of the preceding Article in relation to the notice thatmade the Enforcement Date pursuant to Supplementary Provisions Article 3 (2)the Effective Date and the notice referred to in Supplementary Provisions Article
3 (2) as applied mutatis mutandis to Supplementary Provisions Article 6 (2).

Article 9.
(1)

Notwithstanding paragraph (5) of the preceding Article, the Specified Issuers
shall not make the notice referred to in paragraph (5) of the preceding Article
before the day of cancellation of registration (referred to as the Day of227Cancellation of Registration prescribed in Article 230 (1) of the same Law;
hereinafter the same shall apply in this Article) in relation to stock certificatedshares that have been registered as lost shares (referred to as Registration of Lost
Share Certificate prescribed in the Companies Act Article 223).
(2)

On the Day of Cancellation of Registration, the Specified Issuer referred to in thepreceding paragraph shall make the application referred to in paragraph (4) of thepreceding Article to the Book-entry Transfer Institution, etc. referred to inparagraph (1) (ii) of the preceding Article for the Registered Holder (referred to as
the Registered Holder prescribed in the Companies Act Article 221 (iii)) or otherperson (hereinafter referred to as “Registered Holder, etc.” in this Article)
prescribed in the applicable Cabinet Order who is the Registrant of Lost Share
Certificate (referred to as the Registrant of Lost Share Certificate prescribed in
Article 224 (1) of the same Law) on the Day of Cancellation of Registration forsuch shares provided, however, that this shall not apply when such Registered
Holder, etc. has notified such Issuer before the Day of Cancellation ofRegistration of the account (except for Special Account (referred to as Special
Account prescribed in the New Book-entry Law Article 131 (3); hereinafter thesame shall apply in this Article) for book-entry transfer for such Book-entry
Stocks established for its own account or when there is a Special Account for
which the Issuer made an application to be established for such Registered Holder,
etc.

(3)

In the case the Specified Issuer referred to in the main clause of the preceding
paragraph makes the notice referred to in paragraph (5) of the preceding Article inrelation to shares referred to in paragraph (1), the matters listed in each of thefollowing items shall be notified as referred to in the same paragraph as thematters prescribed in such items.
(i)

The name of the Participant who is the Registered Holder, etc. referred toin the main clause of the preceding paragraph: matters listed in paragraph(5) (ii) of the preceding Article;(ii)

The account (when there is no such notice, the Special Account for whichsuch Issuer made an application to be established) referred to in the228

proviso of the preceding paragraph that received the notice from theParticipant referred to in the preceding item: matters listed in paragraph(5) (iii) of the preceding Article.

Article 10.
(1)

The pledgee of such shares of the Issuer that gave the consent referred to in the
New Book-entry Law Article 13 (1) for the shares pertaining to the Deposited
Stock Certificates to the Specified Book-entry Transfer Institution before theAgreed Expiration Date may, notwithstanding the Old Deposit and Book-entry
Law Article 14 (3), limited to the period from the day two weeks prior to theAgreed Expiration Date until the day before the Agreed Expiration Date, deposit
or give such approval for the stock certificates prescribed in paragraph (1) of thesame Article or make the demand for the deposit prescribed in paragraph (2) of
the same Article pertaining to such shares to the securities depository or theParticipant.

(2)

A securities depository or Participant that has received a deposit of stock
certificates pursuant to the preceding paragraph shall enter or record the matterslisted in the Old Deposit and Book-entry Law Article 17 (2) and Article 15 (2) forsuch stock certificates in the registry of Participants’ accounts or registry ofcustomer accounts.

(3)

A pledgee who deposited stock certificates or gave such approval or demanded
the deposit pursuant to paragraph (1) shall without delay notify such effect to theshareholders pertaining to such stock certificates.

Article 11.
(1)

In relation to the shares of the Participant referred to in paragraph (1) of thepreceding Article, the Participant may, notwithstanding the proviso of Article 14(1) of the Old Deposit and Book-entry Law, limited to the period from the day
two weeks prior to the Agreed Expiration Date until the day before the Agreed
Expiration Date, may deposit Deposited Stock Certificates deposited by the229customer that have not been deposited with the securities depository with thesecurities depository.
(2)

Participants who have deposited stock certificates with the securities depository
pursuant to the preceding paragraph shall, without delay, so notify the customers
pertaining to such stock certificates.

Article 12.
The Participant or the customer may in relation to the securities depository or Participant,in the period from the day two weeks prior to the Effective Date until the day before theEffective Date, deposit or approve such a deposit of the stock certificates pursuant to the
Old Deposit and Book-entry Law Article 14 (1), request the deposit of securities pursuant
to paragraph (2) of the same Article, or request the delivery of the deposited securities
pursuant to the Old Deposit and Book-entry Law Article 28 (1) for the Deposited Stock
Certificates pertaining to the shares of the Issuer referred to in Supplementary Provisions
Article 10 (1).

Article 13.
The Law for Prevention of Transfer of Criminal Proceeds (Law No. 22 of 2007) shall not
apply to the account established pursuant to the first sentence of Supplementary
Provisions Article 7 (1), the first sentence of paragraph (3) or the first sentence ofparagraph (5), or the first sentence of Supplementary Provisions Article 8 (4) or theapplication referred to in the main clause in Supplementary Provisions Article 9 (2).

Article 14. (Transitional Measures Concerning Investment Corporations Using Securities
Depositories)(1)

The securities depository shall, after the Effective Date, immediately notify theissuer (referred to as investment corporation (referred to as an investment
corporation prescribed in the Act on Investment Trust and Investment Corporation(hereinafter referred to as “Investment Trust Act”) Article 2 (19)) that gave theconsent under the Old Deposit and Book-entry Law Article 6-2 to the securities
depository; the same shall apply until Supplementary Provisions Article 17) of the230Matters to be Notified prescribed in the Old Deposit and Book-entry Law Article
31 (1) as applied mutatis mutandis pursuant to the Old Deposit and Book-entry
Law Article 39-1 pertaining to beneficial investors (referred to as beneficial
investors as prescribed in the Old Deposit and Book-entry Law Article 30 (1) asapplied mutatis mutandis when re-read pursuant to the Old Deposit and Bookentry Law Article 39-2; the same shall apply until Supplementary Provisions
Article 17) on the day prior to the Effective Date in relation to the investment
units (referred to as investment units prescribed in the Investment Trust Act
Article 2 (21)) pertaining to investment securities (referred to as investment
securities prescribed in the Investment Trust Act Article 2 (22); the same shallapply in the next Article) handled by such securities depository of such issuer.
(2)

When the Participant is requested by the securities depository referred to in thepreceding paragraph to report necessary matters with respect to the notificationreferred to in the same paragraph, the Participant shall immediately notify the
securities depository of such matters.

(3)

The issuer that receives the notice referred to in paragraph (1) shall immediately
enter or record the matters notified by such notice in the registry of investors(referred to as registry of investors prescribed in the Investment Trust Act Article77-3 (1)).

(4)

The issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in the applicable Cabinet Order has elapsed from the
Effective Date the matters entered or recorded pursuant to the Investment Trust
Act Article 77-3 (1) in relation to the investment units where the securities
depository referred to in paragraph (1) is deemed to be the investor (referred to as
the investor prescribed in the Investment Trust Act Article 2 (23); the same shallapply in the next Article), except for the case referred to in the same paragraphand in paragraph (4) of the next Article.

Article 15. (Special Provisions Pertaining to Investment Units of Investment
Corporations using Securities Depositories That Become Book-entry Investment Units
from the Effective Date)

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(1)

In relation to the investment units pertaining to investment securities handled by
the securities depository, the Effective Date shall be the date referred to in Article
131 (1) (i) of the New Book-entry Law as applied mutatis mutandis pursuant to
Article 228 (1) of the New Book-entry Law, and in the case the issuer has given
the consent to the Book-entry Transfer Institution referred to in the New Bookentry Law Article 13 (1), the issuer shall notify to that effect to such securities
depository.

(2)

In the case of receipt of the notice referred to in the preceding paragraph, thesecurities depository shall after the Effective Date immediately notify the issuer
that made such notice of the matters (referred to as the matters listed in the Old
Deposit and Book-entry Law Article 17 (2) as applied mutatis mutandis pursuant
to the Old Deposit and Book-entry Law Article 39-2 pertaining the Participants
proprietary portion (referred to as the Participants proprietary portion referred toin the Old Deposit and Book-entry Law Article 17 (2) (i) as applied mutatis
mutandis pursuant to the Old Deposit and Book-entry Law Article 39-2)
pertaining to such pledgee, and the matters listed in the Old Deposit and Bookentry Law Article 15 (2) as applied mutatis mutandis pursuant to the Old Deposit
and Book-entry Law Article 39-2 in relation to the customers deposited portion(referred to as the customers deposited portion referred to in the Old Deposit andBook-entry Law Article 17 (2) (i) as applied mutatis mutandis to the Old Deposit
and Book-entry Law Article 39-2)) concerning pledgees on the day before theEffective Date of the investment units pertaining to the investment securities
handled by such securities depository of such issuer.

(3)

When the Participant is requested by the securities depository referred to in thepreceding paragraph to report necessary matters with respect to the notificationreferred to in the same paragraph, the Participant shall immediately notify the
securities depository of such matters.

(4)

The issuer that receives the notice referred to in paragraph (2) shall immediately
enter or record the matters notified by such notice in the registry of investors.

(5)

The issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in the applicable Cabinet Order has elapsed from the232

Effective Date the matters entered or recorded pursuant to the Investment Trust
Law Article 77-3 (1) in relation to the investment units where the securities
depository referred to in paragraph (2) is deemed to be the investor.

Article 16.
The Participant or customer (referred to as the customer prescribed in the Old Deposit
and Book-entry Law Article 15 (1) as applied mutatis mutandis pursuant to the Old
Deposit and Book-entry Law Article 39-2) may not request the securities depository or
the Participant to deliver such deposited investment securities on or after the Effective
Date in relation to deposited investment securities (referred to as deposited investment
securities prescribed in the Old Deposit and Book-entry Law Article 17 (2) as appliedmutatis mutandis pursuant to the Old Deposit and Book-entry Law Article 39-2)
pertaining to the issuer’s investment units referred to in paragraph (1) of the preceding
Article.

Article 17.
On the Effective Date, beneficial investors pertaining to the issuer’s investment units
referred to in Supplementary Provisions Article 15 (1) shall be deemed to have acquired
investment pertaining to deposited investment securities corresponding to the number ofinvestment units of such individual deposited investment securities.

Article 18. (Transitional Measures Concerning Cooperative Financial Institutions Using
Securities Depositories)(1)

The securities depository shall after the Effective Date immediately notify theissuer (referred to the cooperative financial institution (referred to as acooperative financial institution prescribed in the Act on Preferred Equity
Investment by Cooperative Financial Institutions (hereinafter referred to as“Preferred Equity Investment Act”) Article 2 (1) that gave the consent under the
Old Deposit and Book-entry Law Article 6-2 to the securities depository;hereinafter the same shall apply until Supplementary Provisions Article 21) of the
Matters to be Notified prescribed in the Old Deposit and Book-entry Law Article233

31 (1) as applied mutatis mutandis to the Old Deposit and Book-entry Law Article39-5 pertaining to beneficial preferred equity investors (referred to as beneficial
preferred equity investors as prescribed in the Old Deposit and Book-entry Law
Article 30 (1) as applied mutatis mutandis when re-read pursuant to the Old
Deposit and Book-entry Law Article 39-5; the same shall apply in Supplementary
Provisions Article 21) on the day prior to the Effective Date in relation to thepreferred equity investment (referred to as preferred equity investments
prescribed in the Preferred Equity Investment Act Article 4 (1); hereinafter thesame shall apply until Supplementary Provisions Article 21) pertaining topreferred equity investment securities (referred to as preferred equity investment
securities prescribed in the Preferred Equity Investment Act Article 29 (1); thesame shall apply in the next Article) handled by such securities depository of such
issuer.
(2)

When the Participant is requested by the securities depository referred to in thepreceding paragraph to report necessary matters with respect to the notificationreferred to in the same paragraph, the Participant shall immediately notify the
securities depository of such matters.

(3)

The issuer that receives the notice referred to in paragraph (1) shall immediately
enter or record the matters notified by such notice in the registry of preferred
equity investors (referred to as registry of preferred equity investors prescribed in
the Preferred Equity Investment Act Article 25 (1); the same shall apply
hereinafter).

(4)

The issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in Cabinet Order has elapsed from the Effective Date thematters entered or recorded pursuant to the Preferred Equity Investment Act
Article 24 (1) in relation to the preferred equity investments where the securities
depository referred to in paragraph (1) is deemed to be the preferred equity
investor (referred to as the preferred equity investor prescribed in Article 13 of thePreferred Equity Investment Act; the same shall apply in the next Article), except
for the case referred to in the same paragraph and in paragraph (4) of the next
Article.

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Article 19. (Special Provisions Pertaining to Preferred Equity Investment of Cooperative
Financial Institutions Using Securities Depositories that become Book-entry Preferred
Equity Investments from the Effective Date)(1)

In relation to the preferred equity investments pertaining to preferred equity
investment securities handled by the securities depository, the Effective Date shallbe the date referred to in the New Book-entry Law Article 131 (1) (i) as appliedmutatis mutandis pursuant to the New Book-entry Law Article 235 (1), and in thecase the issuer has given the consent to the Book-entry Transfer Institution
referred to in the New Book-entry Law Article 13 (1), the issuer shall notify tothat effect to such securities depository.

(2)

In the case of receipt of the notice referred to in the preceding paragraph, thesecurities depository shall after the Effective Date immediately notify the issuer
that made such notice of the matters (referred to as the matters listed in the Old
Deposit and Book-entry Law Article 17 (2) as applied mutatis mutandis pursuant
to the Old Deposit and Book-entry Law Article 39-5 (1) for Participants
proprietary portion (referred to as the Participants proprietary portion referred toin the Old Deposit and Book-entry Law Article 17 (2) (i) as applied mutatis
mutandis pursuant to the Old Deposit and Book-entry Law Article 39-5 (1)), andthe matters listed in the Old Deposit and Book-entry Law Article 15 (2) as appliedmutatis mutandis pursuant to the Old Deposit and Book-entry Law Article 39-5
(1) in relation to the customers deposited portion (referred to as the customers
deposited portion referred to in the Old Deposit and Book-entry Law Article 17(2) (i) as applied mutatis mutandis pursuant to the Old Deposit and Book-entry
Law Article 39-5 (1))) pertaining to such pledgee on the day before the Effective
Date of the preferred equity investments pertaining to the preferred equity
investment securities handled by such securities depository of such issuer.

(3)

When the Participant is requested by the securities depository referred to in thepreceding paragraph to report necessary matters with respect to the notificationreferred to in the same paragraph, the Participant shall immediately notify the
securities depository of such matters.

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(4)

The issuer that receives the notice referred to in paragraph (2) shall immediately
enter or record the matters notified by such notice in the registry of preferred
equity investors.

(5)

The issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in Cabinet Order has elapsed from the Effective Date,
except for the case referred to in paragraph (3) of the preceding Article and thepreceding paragraph, the matters entered or recorded pursuant to the Preferred
Equity Investment Act Article 24 (1) in relation to the preferred equity
investments where the securities depository referred to in paragraph (2) is deemed
to be the preferred equity investor.

Article 20.
The Participant or customer (referred to as the customer prescribed in the Old Deposit
and Book-entry Law Article 15 (1) as applied mutatis mutandis pursuant to the Old
Deposit and Book-entry Law Article 39-5 (1)) may not request the securities depositoryor the Participant to deliver such deposited investment securities on or after the Effective
Date pertaining to deposited preferred equity investment securities (referred to as
deposited preferred equity investment securities prescribed in the Old Deposit and Bookentry Law Article 17 (2) as applied mutatis mutandis pursuant to the Old Deposit andBook-entry Law Article 39-5 (1); hereinafter the same shall apply in this Article and thenext Article) of the issuer’s preferred equity investments referred to in paragraph (1) of
the preceding Article.

Article 21.
On the Effective Date, preferred equity investors pertaining to the issuer’s preferred
equity investments referred to in Supplementary Provisions Article 19 (1) shall bedeemed to have acquired preferred equity investments pertaining to deposited preferred
equity investment securities corresponding to the number of preferred equity investmentsof such individual deposited preferred equity investment securities.

236

Article 22. (Transitional Measures Concerning Special Purpose Companies Using
Securities Depositories)(1)

The securities depository shall after the Effective Date immediately notify theissuer (referred to as a special purpose company (referred to as a special purpose
company prescribed in the Law Concerning Securitization of Assets (hereinafterreferred to as “Securitization Law”) Article 2 (3); the same shall apply
hereinafter) that gave the consent under the Old Deposit and Book-entry Law
Article 6-2 to the securities depository; hereinafter the same shall apply until
Supplementary Provisions Article 25) of the Matters to be Notified prescribed in
the Old Deposit and Book-entry Law Article 31 (1) as applied mutatis mutandis to
the Old Deposit and Book-entry Law Article 39-7 (1) pertaining to the employeesof the beneficial preferred equity investors (referred to as employees of thebeneficial preferred equity investors as prescribed in the Old Deposit and Bookentry Law Article 31 (1) as applied mutatis mutandis when re-read pursuant to the
Old Deposit and Book-entry Law Article 39-7 (1); the same shall apply in
Supplementary Provisions Article 25) on the day prior to the Effective Date inrelation to the preferred equity investment (referred to as preferred equity
investments prescribed in the Securitization Law Article 2 (5); hereinafter thesame shall apply except for Supplementary Provisions Article 34 (14)) pertaining
to the preferred equity investment securities (referred to as preferred equity
investment securities prescribed in the Securitization Law Article 2 (9); the same
shall apply in the next Article) handled by such securities depository of such
issuer.

(2)

When the Participant is requested by the securities depository referred to in thepreceding paragraph to report necessary matters with respect to the notificationreferred to in the same paragraph, the Participant shall immediately notify the
securities depository of such matters.

(3)

The issuer that receives the notice referred to in paragraph (1) shall immediately
enter or record the matters notified by such notice in the registry of preferred
equity investors (referred to as registry of preferred equity investors prescribed in
the Securitization Law Article 43 (1); the same shall apply hereinafter).

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(4)

The issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in Cabinet Order has elapsed from the Effective Date thematters entered or recorded pursuant to the Securitization Law Article 45 (1) in
relation to the preferred equity investments where the securities depositoryreferred to in paragraph (1) is deemed to be the employee of the preferred equity
investor (referred to as the employee of the preferred equity investor prescribed in
the Securitization Law Article 26; the same shall apply in the next Article), except
for the case referred to in paragraphs (3) or (4) of the next Article.

Article 23. (Special Provisions Pertaining to Preferred Equity Investment of Special
Purpose Companies Using Securities Depositories that become Book-entry Preferred
Equity Investments from the Effective Date)(1)

In relation to the preferred equity investments pertaining to preferred equity
investment securities handled by the securities depository, the Effective Date shallbe the date referred to in the New Book-entry Law Article 131 (1) (i) as appliedmutatis mutandis pursuant to the New Book-entry Law Article 239 (1), and in thecase the issuer has given the consent to the Book-entry Transfer Institution
referred to in the New Book-entry Law Article 13 (1), the issuer shall notify tothat effect to such securities depository.

(2)

In the case of receipt of the notice referred to in the preceding paragraph, thesecurities depository shall after the Effective Date immediately notify the issuer
that made such notice of the matters (referred to as the matters listed in the Old
Deposit and Book-entry Law Article 17 (2) as applied mutatis mutandis pursuant
to Article 39-7 (1) of the Old Deposit and Book-entry Law in relation to theParticipants proprietary portion (referred to as the Participants proprietary portion
referred to in the Old Deposit and Book-entry Law Article 17 (2) (i) as appliedmutatis mutandis pursuant to the Old Deposit and Book-entry Law Article 39-7(1)), and the matters listed in the Old Deposit and Book-entry Law Article 15 (2)as applied mutatis mutandis pursuant to the Old Deposit and Book-entry Law
Article 39-7 (1) in relation to the customers deposited portion (referred to as the238customers deposited portion referred to in the Old Deposit and Book-entry Law
Article 17 (2) (i) as applied mutatis mutandis to the Old Deposit and Book-entry
Law Article 39-7 (1))) pertaining to such pledgee on the day before the Effective
Date of the preferred equity investments pertaining to the preferred equity
investment securities handled by such securities depository of such issuer.
(3)

When the Participant is requested by the securities depository referred to in thepreceding paragraph to report necessary matters with respect to the notificationreferred to in the same paragraph, the Participant shall immediately notify the
securities depository of such matters.

(4)

The issuer that receives the notice referred to in paragraph (2) shall immediately
enter or record the matters notified by such notice in the registry of employees ofpreferred equity investors.

(5)

The issuer referred to in the preceding paragraph shall amend by the day on which
the period prescribed in Cabinet Order has elapsed from the Effective Date,
except for the case referred to in paragraph (3) of the preceding Article and thepreceding paragraph, the matters entered or recorded pursuant to the
Securitization Law Article 45 (1) in relation to the preferred equity investments
where the securities depository referred to in paragraph (2) is deemed to be theemployees of the preferred equity investor.

Article 24.
The Participant or customer (referred to as the customer prescribed in the Old Deposit
and Book-entry Law Article 15 (1) as applied mutatis mutandis pursuant to the Old
Deposit and Book-entry Law Article 39-7 (1)) may not request the securities depositoryor the Participant to deliver such deposited investment securities on or after the Effective
Date in relation to deposited preferred equity investment securities (referred to as
deposited preferred equity investment securities prescribed in the Old Deposit and Bookentry Law Article 17 (2) as applied mutatis mutandis pursuant to the Old Deposit andBook-entry Law Article 39-7 (1)) pertaining to the Issuer’s preferred equity investments
referred to in paragraph (1) of the preceding Article.

239

Article 25.
On the Effective Date, employees of preferred equity investors pertaining to the Issuer’s
preferred equity investments referred to in Supplementary Provisions Article 23 (1) shallbe deemed to have acquired preferred equity investments pertaining to deposited
preferred equity investment securities corresponding to the number of preferred equity
investments of such individual deposited preferred equity investment securities.

Article 26. (Penal Provisions)
Any person who in violation of Supplementary Provisions Article 7 (2), (4) and (6) andthe second sentence of paragraph (7), Article 8 (6) (including the case as applied mutatis
mutandis pursuant to paragraph (7) of the same Article), or Article 10 (2) made an entry,
or did not enter or record the matters that should have been entered or recorded, or madea false entry or record the registry of book-entry transfer accounts, registry of Participants
accounts, or registry of customer accounts shall be punished by imprisonment with laborfor a term not exceeding three years or a fine not exceeding 3,000,000 yen or
combination thereof.

Article 27.
Any person who in violation of Supplementary Provisions Article 3 (2) (including thecase as applied mutatis mutandis pursuant to Supplementary Provisions Article 6 (2)) orparagraph (3) (including the case as applied mutatis mutandis to Supplementary
Provisions Article 6 (3)), Article 8 (2) or (3), Article 14 (1) or (2), Article 15 (2) or (3),Article 18 (1) or (2), Article 19 (2) or (3), Article 22 (1) or (2) or Article 23 (2) or (3)does not make the notification or report, or makes a false notification or report shall bepunished by imprisonment with labor for a term not exceeding two years or a fine notexceeding 3,000,000 yen or combination thereof.

Article 28.
When any representative of juridical person, agent, worker or other employee is inviolation of the acts referred to in the two preceding Articles with regard to the business240

of said juridical person, not only the offender shall be punished but there shall be a finepayable to such juridical person not exceeding 300,000,000 yen;

Article 29.
When an officer of a juridical person is subject to any of the following items he/she shallbe punished by a non-penal fine not exceeding 1,000,000 yen.
(i)

When notice is neglected or an illegal notice made in violation of
Supplementary Provisions Article 8 (5) or (6) (including the case as
applied mutatis mutandis pursuant to paragraph (7) of the same Article), or
Article 11 (2);(ii)

When an entry is made, or an entry or record of the matters that shouldhave been entered or recorded is not made, or a false entry or record ismade in the shareholder registry, registry of investors, registry of preferred
equity investors or registry of employees of preferred equity investors inviolation of Supplementary Provisions Article 3 (4) (including the case as
applied mutatis mutandis pursuant to Supplementary Provisions Article 6(3)), Article 14 (3), Article 18 (3) or Article 22 (3);(iii)

When the public notice prescribed in Supplementary Provisions Article 8(1) is neglected or an illegal public notice made;(iv)

When Supplementary Provisions Article 8 (8) is violated.

Article 30. (Transitional Measures Concerning Securities Depositories)(i)

A person who was a securities depository when this law was enacted shallpromptly conclude Deposit and Book-entry Transfer Business (referred to as
Deposit and Book-entry Transfer Business prescribed in the Old Deposit andBook-entry Law Article 3 (1); hereinafter the same shall apply until
Supplementary Provisions Article 34). In this case, a person who was suchsecurities depository shall be deemed to be a securities depository within thescope of concluding such Deposit and Book-entry Transfer Business.

(ii)

In relation to a person deemed to be a securities depository prescribed in thesecond sentence of the preceding paragraph, the provisions of the Old Deposit and241

Book-entry Law Article 28 (1) and (3) as applied mutatis mutandis pursuant to the
Old Deposit and Book-entry Law Chapter 1, Chapter 2, Chapter 5, and Article 39,
Article 39-2, Article 39-5, Article 39-7, Article 39-9, and Article 39-10 then inforce remain applicable until the conclusion of such Deposit and Book-entry
Transfer Business.
(iii)

A person who was a securities depository or a Participant when this Law wasenacted shall be deemed to be a securities depository or Participant within thescope of business pertaining to this Supplementary Provision.

Article 31. (Transitional Measures Concerning Stock Certificates, Etc. that have been
Deposited)
Deposit Creditors as prescribed in the Old Deposit and Book-entry Law Article 3-4 (4)and Pledgees prescribed in the Old Deposit and Book-entry Law Article 26 (3) shall bedeemed to have requested delivery of such stock certificates, etc. on the Effective Datepursuant to Article 28 (1) or (3) of the Old Deposit and Book-entry Law as appliedmutatis mutandis pursuant to the Old Deposit and Book-entry Law Article 39, Article 392, Article 39-5, Article 39-7, Article 39-9, and Article 39-10 in relation to Deposited
Stock Certificates pertaining to such account, investment securities prescribed in theInvestment Trust Act Article 2 (22) as applied to Supplementary Provisions Article 16,
preferred equity investment securities prescribed in the Preferred Equity Investment Act
Article 29 (1) as applied to Supplementary Provisions Article 20, and stock certificates,etc. (referred to as stock certificates, etc. prescribed in the Old Deposit and Book-entry
Law Article 2 (1); hereinafter the same shall apply in the next Article) except for
preferred equity investment securities prescribed in the Securitization Law Article 2 (9)as applied to Supplementary Provisions Article 24.

Article 32. (Transitional Measures Concerning Covered Obligations)With regard to obligations that should be jointly covered for stock certificates, etc. of the
securities depository and Participants deposited in accordance with the Old Deposit andBook-entry Law Article 25 (including the case as applied mutatis mutandis pursuant to
the Old Deposit and Book-entry Law Article 39, Article 39-2, Article 39-5, Article 39-7,

242

Article 39-9, and Article 39-10) the provisions shall remain in force also after the
Effective Date.

Article 33. (Transitional Measures Concerning Duty to Protect Confidentiality)
With regard to the obligation of a director, accounting advisor (when the accounting
advisor is a juridical person, the employee who should undertake such duty), auditor,
executive officer, or official or persons that perform such duties not to divulge ormisappropriate any secrets learned in relation to custody and book-entry transfer businessin accordance with the Old Deposit and Book-entry Law Article 3-6 the provisions shallremain in force also after the Effective Date.

Article 34. (Transitional Measures Due to Partial Amendment of the ‘Act Concerning theBook-entry Transfer of Corporate Bonds and Other Securities’)(1)

A person who has contravened the Old Deposit and Book-entry Law or equivalentlaws and regulations of a foreign State and sentenced to a fine (including
sentences of equivalent punishments under laws and regulations of a foreign
State), and the execution of such punishment has ended and a period of less than
five years has elapsed since the date on which the execution of such punishment
ceased, shall be deemed a person who is subject to the New Book-entry Law
Article 3 (1) (iii).

(2)

In case the designation prescribed in the Old Deposit and Book-entry Law Article
3 (1) was cancelled pursuant to the Old Deposit and Book-entry Law Article 9-2(1), or in the case administrative orders that are similar to these designation in aforeign State are cancelled pursuant to the laws and regulations of said foreign
State that are equivalent to the Old Deposit and Book-entry Law, persons who had
been directors, accounting advisors, auditors, or executive officers of suchcompany (including persons deemed to have the same capacity of office underlaws and regulations of the foreign State; the same shall apply in the next
paragraph) within thirty days prior to the date of such cancellation with respect towhich five years have not elapsed since the date of such cancellation, shall bedeemed persons who fall under the New Book-entry Law Article 3 (1) (iv) (d).

243

(3)

Persons who as directors, accounting advisors, auditors, or executive officers
were dismissed from office pursuant to the Old Deposit and Book-entry Law
Article 9-2 (1), or equivalent laws and regulations of a foreign State with respect
to which five years have not elapsed since the date of such dismissal, shall bedeemed persons who fall under the New Book-entry Law Article 3 (1) (iv) (e).

(4)

The designation in the New Book-entry Law Article 3 (1), the amendments in
Business Regulations referred to in the New Book-entry Law Article 17, and theprocedures and other acts necessitated by these in relation to the items listed in the
New Book-entry Law Article 2 (1) (xii) to (xxi) inclusive (hereinafter referred to
as “Stocks and Other Securities” in this Article) may apply in accordance with theexamples referred to in the New Book-entry Law also before the Effective Date.

(5)

A Book-entry Transfer Institution may acquire the consent from an Issuer in
relation to Stocks and Other Securities in accordance with the examples in the
New Book-entry Law Article 13 (1) also before the Effective Date.

(6)

A Book-entry Transfer Institution, etc. may establish an account for book-entry
transfer of Stocks and Other Securities in accordance with the examples referred
to in the New Book-entry Law Article 12 (1), Article 44 (1), Article 129(including the case as applied mutatis mutandis pursuant to the New Book-entry
Law Article 228 (1), Article 235 (1), Article 239 (1) and Article 276 (ii)), Article
165 (including the case as applied mutatis mutandis pursuant to the New bookentry Law Article 249 (1), and Article 276 (iii)), and Article 194 (including thecase as applied mutatis mutandis pursuant to the New book-entry Law Article 251(1), Article 254 (1) and Article 276 (iv)) in relation to Stocks and Other Securities.

(7)

Where the consent referred to in the New Book-entry Law Article 13 (1) has been
given in relation to stocks issues at the time of establishing a stock company, theincorporator shall indicate an account for book-entry transfer of such stocks
established for him/her self when prescribing the matters listed in every item of
the same paragraph in accordance with the Companies Act Article 32 (1) also
before the Effective Date.

(8)

The issuer of stocks that should become Book-entry Stocks shall indicate in thenotice about such stocks referred to in the Companies Act Article 59 (1) and244

Article 203 (1) to the effect that this Law should apply to such stocks also before
the Effective Date.
(9)

The stocks that should become Book-entry Stocks shall be entered or recorded in
the registry of shareholders of the issuing company to the effect that this Law
shall apply to such subjects also before the Effective Date.

(10)

A person who applies to underwrite the stocks that should become Book-entry
Stocks shall enter the account for book-entry transfer of such stocks establishedfor him/ herself in the documents referred to in the Companies Act Article 203 (2)or notify the issuer of such stocks of such account when concluding the contractreferred to in Article 205 of the same Law, also before the Effective Date.

(11)

An issuer of share options (limited to those stocks for such purpose that should
become Book-entry Stocks) shall indicate in the notice about such share options
referred to in the Companies Act Article 242 (1) to the effect that this Law should
apply to stocks for the purpose of such share options also before the Effective
Date.

(12)

Paragraphs (7) to (10) inclusive shall apply mutatis mutandis to investment units
that should become Book-entry investment units prescribed in the New Bookentry Law Article 226 (1). In this case, the text appearing in the middle column ofthe following table as it relates to the provisions listed in the corresponding firstcolumn shall be deemed to be replaced by the text in the last column, and any
additional necessary technical replacements shall be as specified in the applicableCabinet Order.

Paragraph (7)the incorporator

the incorporator (referred to as theincorporated prescribed in the Act
on Investment Trust andInvestment Corporation(hereinafter referred to as the“Investment Trust Act”) Article 66(1))

Companies Act Article 32 (1)Investment Trust Act Article 70-2
(1)

245

Paragraph (8)Paragraph (9)Companies Act Article 59 (1) andInvestment Trust Act Article 71

Article 103 (1)(1) and Article 83 (1)registry of shareholders

registry of investors (referred to as
registry of investors prescribed in
the Investment Trust Act Article77-3 (1))

Paragraph (10) Companies Act Article 203 (2)Investment Trust Act Article 83(3)

Article 205 of the same Law

Companies Act Article 205 as
applied mutatis mutandis pursuant
to the Investment Trust Act Article
83 (9)(13)

In the case the investment corporation intends to provide the consent referred to in
the New Book-entry Law Article 13 (1) in relation to investment units following
their establishment, the pledgee prescribed in the New Book-entry Law Article
229 may request the entry or record in accordance with the examples referred toin the New Book-entry Law also before the Effective Date.

(14)

Paragraphs (8) to (10) inclusive shall apply mutatis mutandis to equity
investments referred to in the same paragraph that should become Book-entry
equity investments prescribed in the New Book-entry Law Article 234 (1). In thiscase, the text appearing in the middle column of the following table as it relates tothe provisions listed in the corresponding first column shall be deemed to be
replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.

Paragraph (8)Companies Act Article 59 (1) andAct on Preferred Equity

Article 103 (1)Investment by Cooperative
Financial Institutions (hereinafterreferred to as “Preferred Equity
Investment Act”) Article 9 (1)Paragraph (9)registry of shareholders

registry of preferred equity

246

investors (referred to as registry ofpreferred equity investorsprescribed in the Preferred Equity
Investment Act Article 25 (1))
Paragraph (10) Companies Act Article 203 (2)Preferred Equity Investment Act
Article 9 (2)Article 205 of the same Law

Preferred Equity Investment Act
Article 10 (4)(15)

Paragraphs (8) to (11) inclusive shall apply mutatis mutandis to equity
investments referred to in the same paragraph that should become Book-entry
equity investments prescribed in the New Book-entry Law Article 237 (1). In thiscase, the text appearing in the middle column of the following table as it relates tothe provisions listed in the corresponding first column shall be deemed to be
replaced by the text in the last column, and any additional necessary technicalreplacements shall be as specified in the applicable Cabinet Order.

Paragraph (8)Companies Act Article 59 (1) and

Law Concerning Securitization of

Article 103 (1)Assets (hereinafter referred to as“Securitization Law”) Article 40(1)

Paragraph (9)registry of shareholders

registry of preferred equity
investors (referred to as registry ofpreferred equity investorsprescribed in the Securitization
Law Article 43 (1)Paragraph (10) Companies Act Article 203 (2)Article 205 of the same Law
Paragraph (11) share options (limited to those

Securitization Law Article 40 (2)Securitization Law Article 41 (2)convertible specified corporate

stocks for such purpose thatbonds (referred to as convertible

should become Book-entry

specified corporate bonds

Stocks)prescribed in the Securitization247

Law Article 31 (1) and limited topreferred equity investment(referred to as preferred equity
investment prescribed in the
Securitization Law Article 2 (5);the same shall apply hereinafter)that should be issued according to
the conversion that should become
Book-entry Preferred Equity
Investments (referred to as Bookentry Preferred Equity Investments
prescribed in Article 237 (1) of the
Act Concerning the Book-entry
Transfer of Corporate Bonds,
Stocks, and Other Securities afterrevision pursuant to Article 1; thesame shall apply hereinafter); thesame shall apply hereinafter) or
specified corporate bonds with
subscription rights for new
preferred equity investment(referred to as specified corporate
bonds with subscription rights for
new preferred equity investmentprescribed in the Securitization
Law Article 139 (1) and limited topreferred equity investment thatshould be issued according to
exercise of the subscription right(referred to as the subscription
right for new preferred equity248

investment prescribed inparagraph (2) of the same Article;
the same shall apply hereinafter)
for such specified corporate bonds
with subscription rights for new
preferred equity investment thatshould become Book-entry
Preferred Equity Investments; thesame shall apply hereinafter).
Share options referred toconvertible specified corporate
bonds or such specified corporate
bonds with subscription rights for
new preferred equity investment
referred toCompanies Act Article 242 (1)Securitization Law Article 122 (1)for the purpose of such shareissued according to exercise of theoptions

subscription right for specified
corporate bonds with subscription
rights for new preferred equity
investment that should be issued
according to the conversion of theconvertible specified corporate
bonds

(16)

In the case the special purpose company intends to provide the consent referred toin the New Book-entry Law Article 13 (1) in relation to equity investments
already issued, the pledgee prescribed in the New Book-entry Law Article 244
may request the entry or record in accordance with the examples referred to in the
New Book-entry Law also before the Effective Date.

249

Article 35. (Special Measures Concerning Contribution of Funds for Investor Protection
from an Investor Protection Fund to a Participants’ Protection Trust)With the authorization of the Prime Minister or Minister of Finance an investor
protection fund (referred to as an investor protection fund prescribed in the Securities andExchange Law (Law No. 25 of 1948) Article 79-21), notwithstanding Article 79-63 (2) of
the same Law, may contribute part of the funds for investor protection prescribed in the
Securities and Exchange Law Article 79-63 (1) to the extent there is no hindrance to theperformance of operations listed in each item of Article 79-49 of the same Law for the
purpose of trust assets of a Participants’ Protection Trust prescribed in the New Bookentry Law Article 2 (11).

Article 135. (Transitional Measures Concerning Application of Penal Provisions)With regard to the application of the Penal Provisions to acts committed prior to theenforcement of this Law (such provisions in the cases of the proviso in Supplementary
Provisions Article 1; hereinafter the same shall apply in this Article), and acts committed
after the enforcement of this Law in the case where the provisions then in force inaccordance with these Supplementary Provisions shall apply and the case where theprovisions then in force shall remain applicable under these Supplementary Provisions,the provisions then in force shall remain applicable.

Article 136. (Delegation of Other Transitional Measures to Cabinet Order)
In addition to what is provided for in these Supplementary Provisions, other transitional
measures necessary for the enforcement of this Law shall be specified in the applicableCabinet Order.

Article 137. (Review)
Where after five years have elapsed from the enforcement of this Law, if the Government
deems necessary, after taking into account changes, etc. in socioeconomic circumstances
in Japan and abroad, including the progress in implementation of the provisions after
amendment in accordance with this Law, and then reviewing the settlement systems

250pertaining to trading Stocks and Other Securities as amended in accordance with this Law,
the Government shall take necessary measures based upon the results of the review.

Excerpts of Supplementary Provisions (Law No. 97 of 9 June 2004)

Article 1. (Effective Date)
This Law shall come into force as of 1 April 2005 (hereinafter referred to as “EffectiveDate”) provided, however, that the provisions in the following items shall come into
force as of the day specified in said respective items.
(iv)

The amendment provisions in Article 1 to amend the Securities andExchange Law Article 190-6 (3) and (4), to add two paragraphs following
paragraph (2) of the same Article, and to amend Article 194-7 of the same
Law, the amendment provisions in Article 2 to amend the title of the Act
on Foreign Securities Companies Article 42, to make paragraph (5) of thesame Article paragraph (7) of the same Article, to amend paragraph (4) of
the same Article, to make the same paragraph paragraph (6) of the same
Article, to amend paragraph (3) of the same Article, to make the same
paragraph paragraph (5) of the same Article, to add two paragraphs
following paragraph (2) of the same Article, to amend the Act on Foreign
Securities Companies Article 43, the provisions in Article 3, theamendment provisions in Article 4 to amend the title of the Investment
Trust Act Article 225 and to amend paragraph (2) of the same Article, to
add five paragraphs to the same Article, and to add one Article following
the same Article, the provision in Article 5, the amendment provisions in
Article 6 to amend the title of the Investment Advisory Law Article 51-2
and to amend paragraph (2) of the same Article, to add five paragraphs tothe same Article, and to add one Article following the same Article, theamendment provisions in Article 7 to amend the title of the Financial
Futures Trading Law Article 92, to make paragraph (5) of the same Article
paragraph (7) of the same Article, to amend paragraph (4) of the same251Article, to make the same paragraph paragraph (6) of the same Article, toamend paragraph (3) of the same Article, to make the same paragraphparagraph (5) of the same Article, to add two paragraphs after paragraph(2) of the same Article, and to amend Article 92-2 of the same Law, theamendment provisions in Article 8 to amend the title of the Law
Concerning Securitization of Assets Article 229 and to amend paragraph(2) of the same Article, to add five paragraphs to the same Article, and add
one Article following the same Article, the provisions in Article 9, Article
10 and Article 20, the provisions in Article 21 (except for the amendment
provisions in the same Article to amend the table of contents of the Act for
Establishment of the Financial Services Agency, to add one item after
Article 4 (xx) of the same Law, and to add one Article to the main
provisions of the same Law), and Supplementary Provisions Article 20
and Article 21 shall come into force on 1 July 2005.

Article 22. (Transitional Measures Concerning the Penal Provisions)With regard to the application of the Penal Provisions to acts committed prior to theenforcement of this Law (such provisions in the cases of the provisions as listed in each
item of Article 1 of Supplementary Provisions; hereinafter the same shall apply in this
Article), and acts committed after the enforcement of this Law in the case where theprovisions then in force in accordance with these Supplementary Provisions Article 3
shall apply, the provisions then in force shall remain applicable.

Article 23. (Delegation of Other Transitional Measures to Cabinet Order)
In addition to the provisions in these Supplementary Provisions, other transitional
measures necessary to accompany the enforcement of this Law shall be specified in theapplicable Cabinet Order.

Article 24. (Review)
In cases after five years have elapsed from the enforcement of this Law, if theGovernment deems necessary, after taking into account changes, etc. in socioeconomic

252

circumstances in Japan and abroad, including the progress in implementation of theprovisions after amendment in accordance with this Law, and then reviewing thefinancial systems as amended in accordance with this Law, the Government shall takenecessary measures based upon the results of the review.

Excerpts of Supplementary Provisions (Law No. 124 of 18 June 2004)

Article 1. (Effective Date)
This Law shall come into force as from the effective date of the New Real Estate
Registration Act.

Article 2. (Transitional Measures)
In the case where the Effective Date of this Law comes after the effective date of the Act
Concerning the Protection of Personal Information Held by Administrative Organs, theterm "Article 114-3" in the provisions revising Article 114-3, and Articles 117 to 119
inclusive of the Commercial Registration Act in Article 52 shall be deemed to be
replaced with "Article 114-4."

Excerpts of Supplementary Provisions (Law No. 154 of 3 December 2004)

Article 1. (Effective Date)
This Law shall come into force as from the date specified by a Cabinet Order within six
months from the day of promulgation (hereinafter referred to as the "Effective Date").

Article 121. (Effect of Dispositions, Etc.)
Dispositions, procedures, and other acts conducted pursuant to the provisions of therespective Laws (including orders based on them; hereinafter the same shall apply in this
Article) prior to the enforcement of this Law, for which the provisions of the respective
Laws after the revision have relevant provisions, shall be deemed to have been made253

pursuant to the relevant provisions of the respective Laws after the revision, except asotherwise provided by these Supplementary Provisions.

Article 122. (Transitional Measures Concerning the Penal Provisions)With regard to the application of penal provisions to acts committed prior to theenforcement of this Law and acts committed after the enforcement of this Law in cases
where the provisions then in force shall remain applicable pursuant to these
Supplementary Provisions and in cases where the provisions prior to the revision shallremain in force pursuant to the provisions of these Supplementary Provisions, theprovisions then in force shall remain applicable.

Article 123. (Delegation of Other Transitional Measures to Cabinet Order)
In addition to what is provided for in these Supplementary Provisions, other transitional
measures necessary to accompany the enforcement of this Law shall be specified in theapplicable Cabinet Order.

Article 124. (Review)
The government shall carry out a review of the status of the implementation of this Law
within three years after the enforcement of this Law, and take any required measures
based on the results, when the government deems it necessary.

Excerpts of Supplementary Provisions (Law No. 164 of 10 December 2004)

Article 1. (Effective Date)
This Law shall come into force as from the date 20 days from the day of promulgation.

Excerpts of Supplementary Provisions (Law No. 165 of 10 December 2004)

Article 1. (Effective Date)

254

This Law shall come into force as from the date specified by a Cabinet Order within six
months from the day of promulgation provided, however, that Supplementary Provisions
Article 4 and Article 5 shall be effective from the day of promulgation.

Excerpts of Supplementary Provisions (Law No. 87 of 26 July 2005)

Article 1. (Effective Date)
This Law shall come into force as from the effective date of the Companies Act.

Excerpts of Supplementary Provisions (Law No. 102 of 21 October 2005)

Article 1. (Effective Date)
This Law shall come into force as from the date of enforcement of the Postal Service
Privatization Act.

Article 110. (Transitional Measures Accompanying Partial Revision of the ‘Concerning
the Book-entry Transfer of Corporate Bonds and Other Securities’)
Dispositions imposed, procedures taken or other acts committed against an old public
corporation or by an old public corporation pursuant to the provisions of the Act
Concerning the Book-entry Transfer of Corporate Bonds and Other Securities prior to therevision pursuant to Article 117 prior to the enforcement of this Law shall be deemed tobe dispositions imposed, procedures taken or other acts committed to a postal savingsbank or by a postal savings bank pursuant to the corresponding provisions of the Act
Concerning the Book-entry Transfer of Corporate Bonds and Other Securities following
revision by the same Article, except as otherwise provided by the Maintenance Act, etc.

Article 117. (Transitional Measures Concerning Penal Provisions)255

With regard to the application of penal provisions to acts committed prior to theenforcement of this Law, acts committed after the enforcement of this Law in the cases
where the provisions then in force shall remain applicable pursuant to Supplementary
Provisions, acts committed prior to the lapse of the provisions of the Old Postal Money
Order Act Article 38-8 (limited to the part pertaining to items (ii) and (iii)) which shallremain in force pursuant to Supplementary Provisions Article 9 (1) even after theenforcement of this Law, acts committed prior to the lapse of the provisions of the Old
Postal Money Transfer Act Article 70 (limited to the part pertaining to items (ii) and (iii))
which shall remain in force pursuant to Supplementary Provisions Article 13 (1) evenafter the enforcement of this Law, acts committed prior to the lapse of the provisions ofArticle 8 of the Old Act on the Entrustment of Postal Transfer Deposit and Contribution(limited to the part pertaining to item (ii)) which shall remain in force pursuant toSupplementary Provisions Article 27 (1) even after the enforcement of this Law, acts
committed prior to the lapse of the provisions of Old Public Corporation Act Article 70(limited to the part pertaining to item (ii)) which shall remain in force pursuant toSupplementary Provisions Article 39 (2) even after the enforcement of this Law, acts
committed prior to the lapse of the provisions of the Old Public Corporation Act Articles
71 and 72 (limited to the part pertaining to item (xv)) which shall remain in force
pursuant to Supplementary Provisions Article 42 (1) even after the enforcement of thisLaw, and acts committed prior to the specified date pertaining to the postal savings bankprescribed in Postal Service Privatization Act Article 104 of the in the cases whereSupplementary Provisions Article 2 (2) is applicable, the provisions then in force shallremain applicable.

Excerpts of Supplementary Provisions (Law No. 106 of 2 November 2005)

Article 1. (Effective Date)
This Law shall come into force as from the date specified in the applicable Cabinet Orderwithin a period not exceeding one year from the day of promulgation (hereinafter referred
to as the “Effective Date”).

256Article 38. (Effect of Dispositions, Etc.)
Dispositions, procedures, and other acts conducted pursuant to the provisions of therespective Laws (including orders based on them; hereinafter the same shall apply in this
Article) prior to the enforcement of this Law, for which the provisions of the respective
Laws after the revision have relevant provisions, shall be deemed to have been madepursuant to the relevant provisions of the respective Laws after the revision, except asotherwise provided by these Supplementary Provisions.

Article 39. (Transitional measures concerning the penal provisions)With regard to the application of penal provisions to acts committed prior to theenforcement of this Law and acts committed after the enforcement of this Law in cases
where the provisions then in force shall remain applicable pursuant to these
Supplementary Provisions, the provisions then in force shall remain applicable.

Article 40. (Delegation of Authority)(1)

The Prime Minister shall delegate his/her authority prescribed in thisSupplementary Provisions (except as prescribed in the applicable Cabinet Order)
to the Commissioner of the Financial Services Agency.

(2)

The authority delegated by the preceding paragraph to the Commissioner of the
Financial Services Agency and the authority of the Minister of Agriculture,
Forestry and Fisheries and the Minister of Health, Labour and Welfare pursuant tothese Supplementary Provisions may, in accordance with Cabinet Order, be
partially delegated to the Director General of the Local Finance Bureaus or the
Director General of the Local Finance Branch Bureaus (In the case of the Ministerof Agriculture, Forestry and Fisheries and the Minister of Health, Labour andWelfare, the Director General of the Local Branch Offices).

Article 41. (Delegation of Other Transitional Measures to Cabinet Order)257

In addition to what is provided for in these Supplementary Provisions, other transitional
measures necessary to accompany the enforcement of this Law shall be specified in theapplicable Cabinet Order.

Article 42. (Review)
In cases after five years have elapsed from the enforcement of this Law, if theGovernment deems necessary, after taking into account changes, etc. in socioeconomic
circumstances in Japan and abroad, including the progress in implementation of theprovisions after amendment in accordance with this Law, and then reviewing thefinancial systems as amended in accordance with this Law, the Government shall takenecessary measures based upon the results of the review.

Excerpts of Supplementary Provisions (Law No. 66 of 14 June 2006)(1)

This Law shall come into force as from the date of enforcement of the amended
Securities and Exchange Law of 2006, provided, however, that the provisions in
the following items shall come into force as of the day specified in said respective
items.
(i)

The amendment provisions in Article 127 to amend the Certified Public
Accountants Law Article 4 (ii) (limited to the part amended from ‘or
Article 198’ to ‘to Article 198 inclusive’), and Article 128 (1), theamendment provisions in Article 205 to amend the Companies Act Article
331 (1) (iii) (limited to the part amended from ‘From Article 197 (1) (i) to(iv) inclusive, or item (vii), or paragraph (2), Article 198 (i) to (x)inclusive, item (xviii) or item (xix)’ to ‘Article 197, Article 197-2 (i) to (x)inclusive or item (xiii), Article 198 (viii)’), and Article 206 (1), and theamendment provisions in Article 213 to amend the Act for Establishmentof the Financial Services Agency Article 20 (1) (limited to the part added
under ‘, inspect’ as ‘, order to notify or provide materials, questions, orprovide opinion’) shall come into force on the effective date listed in the258amended Securities and Exchange Law of 2006 Supplementary Provisions
Article 1 (i);(ii)

The amendment provisions in Article 178 to amend the amended AntiOrganized Crime Act, Appended Table No. 2 item (ii) (limited to thedeleted part ‘Article 198 (xviii) (insider trading) or’) shall come into force
on the effective date listed in the amended Securities and Exchange Lawof 2006 Supplementary Provisions Article 1 (ii);(iii)

Article 178 (except for the deleted part ‘Article 198 (xviii) (insider
trading) or’ in the amendment provisions of the Anti-Organized Crime Act,
Appended Table No. 2 item (ii) shall come into force on the latter of theeffective date of the Act for Partial Revision of the Penal Code to Respondto an Increase in International and Organized Crimes and Advancement ofInformation Processing, or the Effective Date;(iv)

Article 214 shall come into force on the effective date listed in theamended Securities and Exchange Law of 2006 Supplementary Provisions
Article 1 (v).

Excerpts of Supplementary Provisions (Law No. 109 of 15 December 2006)

This Law shall come into force as from the date of enforcement of the new Trust Act,
provided, however, that the provisions in the following items shall come into force as ofthe day specified in said respective items.
(iii)

Article 61 shall come into force as from the date specified in theapplicable Cabinet Order within a period not exceeding five years fromthe day of promulgation.

Excerpts of Supplementary Provisions (Law No. 22 of 31 March 2007)

259

Article 1. (Effective Date)
This Law shall come into force as from 1 April 2007

Article 24. (Transitional Measures Concerning Dispositions and Other Procedures, Etc.)
Termination in pursuant to this Law, and dispositions, procedures, and other acts
conducted pursuant to the provisions of the respective Laws prior to the enforcement of
this Law, for which the provisions of this Law and the provisions of the respective Law
after the revision have relevant provisions, shall be deemed to have been made pursuant
to the relevant provisions of this Law or the respective Laws after the revision, except asotherwise provided by these Supplementary Provisions.

Article 25. (Transitional Measures Concerning the Penal Provisions)With regard to the application of the Penal Provisions to acts committed prior to theenforcement of this Law (such provisions in the cases of the provisions as listed in each
item of Article 1 of Supplementary Provisions), the provisions then in force shall remain
applicable.

Article 26. (Entrustment of Other Transitional Measures to the Cabinet Order)
In addition to what is provided for in these Supplementary Provisions, other transitional
measures (including transitional measures concerning the penal provisions) necessary forthe enforcement of this Law shall be specified in the applicable Cabinet Order.

Article 27. (Review)
With regards the system for prevention of transfer of criminal proceeds, after taking into
account the state of implementation of this Law and international trends concerning theprevention of transfer of criminal proceeds, and reviewing the situation the Government
shall take necessary measures based upon the results of the review.

Excerpts of Supplementary Provisions (Law No. 74 of 1 June 2007)260

Article 1. (Effective Date)
This Law shall come into force as from 1 October 2008, provided, however, that theprovisions in the following items shall come into force as of the day specified in said
respective items.
(i)Supplementary Provisions Articles 3 to 22 inclusive, Articles 25 to 30
inclusive, Article 101, and Article 102 shall come into force as from thedate specified in the applicable Cabinet Order within a period notexceeding six months from the day of promulgation.

Article 83. (Transitional Measures Accompanying Partial Revision of the ‘Act
Concerning the Book-entry Transfer of Corporate Bonds and Other Securities’)
With regard to the application of the Act Concerning the Book-entry Transfer ofCorporate Bonds, Stocks, and Other Securities to short-term Shoko Chukin Bank
debentures issued by a pre-conversion corporation before the effective date, such shortterm Shoko Chukin Bank debentures shall be deemed to be special corporation bonds
pursuant to Article 120 of the same Law.

Article 100. (Transitional Measures Concerning Dispositions, Etc.)
Dispositions, procedures, and other acts conducted pursuant to the provisions of therespective Laws prior to amendment (including orders based on them; hereinafter thesame shall apply in this Article) prior to the enforcement of this Law, for which theprovisions of the respective Laws after the revision have relevant provisions, shall bedeemed to have been made pursuant to the relevant provisions of the respective Laws
after the revision, except as otherwise provided by these Supplementary Provisions.

Article 101. (Transitional Measures Concerning the Application of Penal Provisions)With regard to the application of penal provisions to acts committed prior to theenforcement of this Law (in the case of the provisions listed in each item ofSupplementary Provisions Article 1, these provisions; hereinafter the same shall apply inthis Article) and acts committed after the enforcement of this Law in cases where the261

provisions then in force shall remain applicable pursuant to these Supplementary
Provisions and in cases where the provisions prior to the revision shall remain in force
pursuant to these Supplementary Provisions, the provisions then in force shall remain
applicable.

Article 102. (Delegation of Other Transitional Measures to Cabinet Order)
In addition to what is provided for in these Supplementary Provisions, other transitional
measures necessary for the enforcement of this Law shall be specified in the applicableCabinet Order.

262