RULES CONCERNING PROVISION OF DEMAND INFORMATION
AND PURCHASER INFORMATION FOR PUBLIC OFFERING OF
CORPORATE BOND CERTIFICATES, ETC. (November 17, 2020)(Purpose)
Article 1 The purpose of the Rules Concerning Provision of Demand Information and Purchaser
Information for Public Offering of Corporate Bond Certificates, etc., is to set forth matters thatare necessary for the provision, etc., of demand information and purchaser information pertaining
to corporate bond certificates, etc., to issuers when Regular Members are underwriting corporatebond certificates, etc., for public offering, thereby ensuring fair business operations that respect
the actual market so as to be conducive to the sound development of capital markets.
(Definitions)
Article 2 The terms set forth in each of the following Items shall have their respective definitionsprescribed therein for the purpose of the Rules:
1 Applicable Corporate Bond Certificates, etc.:
Applicable Corporate Bond Certificates, etc., shall mean any of the following securities
issued by Lead Managing Regular Member Underwriting (excluding those underwritten by
the Lead Managing Regular Member primarily for the purpose of having an individualacquire the securities):(a) Municipal bonds (securities set forth in Article 2, Paragraph 1, Item 2 of the Financial
Instruments and Exchange Act (hereinafter referred to as the “FIEA”));(b) Bonds issued by a juridical person under a special act (securities set forth in Article 2,Paragraph 1, Item 3 of the FIEA);(c) Specified company bonds under Act on Securitization of Assets (securities set forth inArticle 2, Paragraph 1, Item 4 of the FIEA);(d) Corporate bond certificates (securities set forth in Article 2, Paragraph 1, Item 5 of theFIEA, excluding bonds with share options set forth in Article 10-2, Paragraph 1, Item 4of the Cabinet Office Ordinance on Definitions under Article 2 of the FIEA);(e) Investment corporation bonds (investment corporation bonds set forth in the provisionof Article 2, Paragraph 1, Item 11 of the FIEA);(f) Bonds or certificates issued by a foreign state or foreign person within Japan and having
the same nature as the securities set forth in Item (a), (b), (c), (d), or (e) above, or
national government bonds (securities set forth in Article 2, Paragraph 1, Item 1 of theFIEA).
2 Lead Managing Regular Member Underwriting:
System where the Regular Member Underwriter assigned by the issuer as the Lead
Managing Regular Member Underwriter has a primary involvement in the determination ofthe conditions of issuance when conducting a public offering of securities.
3 Regular Member Underwriter:
Regular Members who are underwriters pursuant to Article 2, Paragraph 6 of the FIEA.
4 Lead Managing Regular Member Underwriter:Among the Regular Member Underwriters, such Regular Member as appointed by the issuer
to negotiate on the Underwriting agreement with the issuer of the Applicable Corporate Bond
Certificates, etc., related to the Underwriting agreement at the time of concluding theUnderwriting agreement of the securities.
5 Representing Lead Managing Regular Member Underwriter:
If there is only one Lead Managing Regular Member Underwriter, this term shall mean thisone Lead Managing Regular Member Underwriter. If there is more than one Lead Managing-1-

Regular Member Underwriter, the one representing the Lead Managing Regular Member
Underwriters shall be the Representing Lead Managing Regular Member Underwriter.
6 Co-acting Lead Managing Regular Member Underwriter:
When there is more than one Lead Managing Regular Member Underwriter, the Lead
Managing Regular Member Underwriters other than the Representing Lead Managing
Regular Member Underwriter.
7 Other Regular Member Underwriters:
Regular Member Underwriters who are other than the Lead Managing Regular MemberUnderwriter.
8 Demand Information:
Name of customer of each condition of issuance of Applicable Corporate Bond Certificates,etc., or the number of customers by business type, and the demand amount (excluding thatrelated to individuals).
9 Purchaser Information:
Name of customer who is the purchaser of Applicable Corporate Bond Certificates, etc., orthe number of customers by business type, and the sale amount (excluding that related toindividuals).
10 Pre-Marketing:
Hearingof opinions from investors regarding the standard of the conditions of issuance
conducted by the Regular Member Underwriters upon their underwriting of Applicable
Corporate Bond Certificates, etc. Provided, however, if the Applicable Corporate Bond
Certificates, etc., do not fall under the securities set forth in any of the items under Article 3of the FIEA, Pre-Marketing should only be conducted after the submission of a securities
registration statement or shelf registration statement.
(Provision of Demand Information to Issuers, etc.)
Article 3
1 The Representing Lead Managing Regular Member Underwriter must provide the issuer with theDemand Information it obtained through Pre-Marketing for every business day or by the closest
business day before the date of determination of the conditions of issuance (if this is not possiblefor a reason beyond the Representing Lead Managing Regular Member Underwriter’s control, by
the determination of the conditions on the date of determination of the conditions of issuance).
2

When there are Co-acting Lead Managing Regular Member Underwriter(s) or Other Regular
Member Underwriter(s) (limited to Other Regular Member Underwriter(s) in cases where theestimated total underwriting amount of all the Other Regular Member Underwriters exceed 10%of the estimated issue amount; the same shall apply hereinafter), the Representing Lead
Managing Regular Member Underwriter must collect Demand Information that the Co-acting
Lead Managing Regular Member Underwriter(s) and the Other Regular Member Underwriter(s)obtained through Pre-Marketing and include it in the Demand Information to be provided to theissuer pursuant to the provision of the preceding Paragraph.

3The Co-acting Lead Managing Regular Member Underwriter(s) and Other Regular MemberUnderwriter(s) shall provide Demand Information to the Representing Lead Managing Regular
Member Underwriter by the deadline agreed upon with the Representing Lead Managing Regular
Member Underwriter.

4

Notwithstanding the provisions of the preceding two Paragraphs, the Representing Lead
Managing Regular Member Underwriter may have the Co-acting Lead Managing Regular
Member Underwriter(s) and Other Regular Member Underwriter(s) provide Demand Information
directly to the issuer with the consent of the issuer.

5Lead Managing Regular Member Underwriters shall share among themselves Demand
Information to the extent agreed upon with the issuer beforehand.
-2-(Provision of Purchaser Information to Issuers, etc.)
Article 4
1 The Representing Lead Managing Regular Member Underwriter must provide Purchaser
Information to the issuer without delay.
2If there are Co-acting Lead Managing Regular Member Underwriter(s) or Other Regular MemberUnderwriter(s), the Representing Lead Managing Regular Member Underwriter must collect
Purchaser Information from the Co-acting Lead Managing Regular Member Underwriter(s) andOther Regular Member Underwriter(s) and include it in the Purchaser Information to be provided
to the issuer pursuant to the provision of the preceding Paragraph.

3The Co-acting Lead Managing Regular Member Underwriter(s) and Other Regular MemberUnderwriter(s) shall provide Purchaser Information to the Representing Lead Managing Regular
Member Underwriter without delay after sale.

4

Notwithstanding the provisions of the preceding two Paragraphs, the Representing Lead
Managing Regular Member Underwriter may have the Co-acting Lead Managing Regular
Member Underwriter(s) and Other Regular Member Underwriter(s) provide Purchaser
Information directly to the issuer with the consent of the issuer.

5Lead Managing Regular Member Underwriters shall share among themselves Purchaser
Information to the extent agreed upon with the issuer beforehand.

(Customers for Which Information Must Be Provided with True Name)
Article 5
1 Notwithstanding the provisions of Items 8 and 9 of Article 2, if a customer (excludingindividuals) falls under any of the following Items, “Demand Information” in Article 3 shall bereplaced with “Demand Information (meaning the customer’s name and their demand amount foreach condition of issuance)” and “Purchaser Information” in the preceding Article shall be
replaced with “Purchaser Information (meaning the purchasing customer’s name and theirpurchase amount).”
1 Entity that is able to accept deposits or savings as business (including foreign corporations
having a branch in Japan);
2 Financial instruments business operator (including foreign corporations having a branch inJapan);
3 Investment corporation (as defined in Article 2, Paragraph 12 of the Act on Investment Trustsand Investment Corporations);
4 Insurance company (including foreign corporations having a branch in Japan);
5 National Mutual Insurance Federation of Agricultural Cooperatives;
6 National Mutual Insurance Federation of Fishery Cooperatives;
7 National Federation of Workers and Consumers Insurance Cooperatives;
8 Federation of National Public Service Personnel Mutual Aid Associations;
9 National Public Officers Mutual Aid Associations (as defined in Article 3, Paragraph 1 of theNational Public Officers Mutual Aid Association Act);
10 Pension Fund Association for Local Government Officials;
11 National Federation of Mutual Aid Associations for Municipal Personnel;
12 Promotion and Mutual Aid Corporation for Private Schools of Japan;
13 Japan Housing Finance Agency;
14 Organization for Small & Medium Enterprises and Regional Innovation;
15 Government Pension Investment Fund;
16 Japan Expressway Holding and Debt Repayment Agency;
17 Welfare and Medical Service Agency;-3-18
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Urban Renaissance Agency;
Japan Railway Construction, Transport and Technology Agency;
Environmental Restoration and Conservation Agency;
Organization for Workers' Retirement Allowance Mutual Aid;
Pension Fund Association;
Japan Finance Organization for Municipalities;
The Okinawa Development Finance Corporation;
Japan Bank for International Cooperation;
Nippon Export and Investment Insurance; orEntity that is none of the above and has a demand amount or sale amount of 1 billion yen ormore (including foreign corporations).

2

Regular Member Underwriters shall inform beforehand the customers listed in the Items in thepreceding Paragraph, unless any such customers have refused to provide their names, that
Demand Information and Purchaser Information (both of which meaning what is after the terms
have been replaced pursuant to the provision of the preceding Paragraph) will be provided to theissuer and Lead Managing Regular Member Underwriter(s).

3When a Regular Member Underwriter receives an indication of rejection set forth in thepreceding Paragraph from a customer, the Regular Member shall keep the name of the customer
anonymous when providing information to the issuer and Lead Managing Regular Member
Underwriter(s).

4When there is a demand for its own securities, a Regular Member Underwriter must clearly state
its own name and demand amount for each condition of issuance in Demand Information, and if
there is a purchase, must clearly state its own name and purchase amount in Purchaser
Information.

(Appropriate Management of Provided Information by Issuer)
Article 6 If the issuer is to receive Demand Information provided pursuant to the provision ofArticle 3 and Purchaser Information provided pursuant to the provision of Article 4, Regular
Member Underwriters shall receive a firm commitment from the issuer that it will properly
manage the Information above so as to ensure no leakage thereof.
(Establishment of Internal Rules)
Article 7
1 Before underwriting Applicable Corporate Bond Certificates, etc., Regular Member Underwriters
must establish internal rules (hereinafter referred to as “Internal Rules”) on the provision ofDemand Information and Purchaser Information pertaining to Applicable Corporate Bond
Certificates, etc. and must comply with the Internal Rules.
2Internal Rules shall set forth the matters listed in the Items below:
1 Methods of acquisition and provision of Demand Information;
2 Methods of acquisition and provision of Purchaser Information;
3 Methods of storage and preservation of evidence materials used for the preparation of
Demand Information and Purchaser Information;
4 Fair provision of information to news organizations;
5 Internal inspection procedure; and6 Other matters deemed as necessary by Regular Members.

(Improvement of Internal Management System)
Article 8

Regular Member Underwriters must conduct periodic inspections regarding whether or-4-not the issuance procedures, etc., of Applicable Corporate Bond Certificates, etc., have been
conducted properly, by means of comparison, etc., of Demand Information and Purchaser
Information pertaining to the Applicable Corporate Bond Certificates, etc.
(Preparation and Preservation of Records)
Article 9 Regular Member Underwriters must create records listed in the Items below pertaining toApplicable Corporate Bond Certificates, etc. to ensure that external audits and inspections, etc.
are conducted properly and retain such records for five years starting from the date of issue of the
Applicable Corporate Bond Certificates, etc.
1 Records of Demand Information;
2 Records of Purchaser Information;
3 In relation to the preceding two Items, records of names of customers and their refusal toprovide their names in the case of keeping such customers’ names anonymous pursuant tothe provision of Article 5, Paragraph 3, if applicable;
4 Records on the results of inspections set forth in the preceding Article; and5 Other records deemed as necessary by Regular Members.
(Reporting to the Association)
Article 10
1 The Association may, when deemed necessary, request Regular Member Underwriters to reporton or submit documents regarding the Rules.
2Regular Member Underwriters must comply with the request to give a report or submit
documents set forth in the preceding Paragraph.
SUPPLEMENTARY PROVISIONS

1The Rules shall be enforced as of January 1, 2021 and shall apply to public offerings ofApplicable Corporate Bond Certificates, etc., for which a principal underwriting agreement has beenconcluded on or after the date of enforcement. Notwithstanding the above, for municipal bonds, theRules shall only apply to public offerings of those for which a principal underwriting agreement has
been concluded on or after April 1, 2021.
2
If the amount of the Applicable Corporate Bond Certificates, etc., that a Regular Member
Underwriter is underwriting for public offering is 10 billion yen or less, the Rules shall not apply tosuch cases until June 30, 2021.
(Note) These Rules are based on the version in effect as of January 1, 2021
This translation is solely for the convenience of those interested therein, and accordingly all questions
that may arise with regard to the meaning of the words or expressions herein shall be dealt with inaccordance with the original Japanese text.

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