RULES CONCERNING HANDLING OF ANALYST REPORTS(January 25, 2002)(Purpose)
Article 1 The purpose of the Rules Concerning Handling of Analyst Reports (hereinafter referred toas “Rules”) is to ensure that business pertaining to the preparation and the distribution or
publication (hereinafter collectively referred to as “Publication, etc.”) of Analyst Reports is
implemented in an appropriate and fair manner by prescribing matters that an Association Member(as for a Special Member, limited to the Special Member who conducts the acts (hereinafterreferred to as “Acts of Financial Instruments Intermediation”) set forth in Article 33, Paragraph 2,
Item 3 (c) or Item 4 (b) of the same Paragraph of the Financial Instruments and Exchange Act(hereinafter referred to as “FIEA”); and as for Analyst Reports of the Special Member, limited tothose reports relating to Acts of Financial Instruments Intermediation) must comply with in respectof the handling, etc. of Analyst Reports, thereby contributing to the provision of appropriate andvalid information to investors and to the improvement of the quality of Analysts.
(Definitions)
Article 2 In the Rules, the definitions of the terms set forth in each of the following Items shall beprescribed in each Item:(1) Analyst Reports: Materials prepared for the purpose of providing information to a large
number of investors that describe analyses and evaluations, etc. of individual corporations.
(2) Analysts: Officers or employees of Association Members who write Analyst Reports.
(3) Outside Analysts: Persons other than officers or employees of Association Members whowrite Analyst Reports.
(4) Research Division: A department located in Association Members that conducts the
preparation of Analyst Reports.
(Establishment of Internal Administration Systems)
Article 3 An Association Member must strive to have business pertaining to the preparation and the
Publication, etc. of Analyst Reports implemented in an appropriate and fair manner by establishingan internal administration system, including enactment of internal rules in respect of the internal
examinations and the keeping of Analyst Reports, the management of information, the ensuring of
the independence of the opinions of Analysts, the conducting of securities trading by Analysts, andother similar matters.
(Internal Examinations)
Article 4 An Association Member must strive to confirm that the representations and theassessments described in Analyst Reports are appropriate and reasonable, by the establishment ofguidelines pertaining to Analyst Reports and other ways.
2. When an Association Member intends to make Publication, etc. of Analyst Reports, it mustdesignate a person to be in charge of the examination of Analyst Reports (hereinafter referred to as
the “Examining Officer”) and must have the Examining Officer examine such Analyst Reports.

13. When examining Analyst Reports, the Examining Officer must pay special attention to each of thefollowing Items:(1) They shall not fall under the prohibited acts stipulated in Article 4, Paragraph 1 of the Rules
Concerning Representation of Advertising, etc. and Offer of Premiums;(2) The representations and the assessments described in Analyst Reports shall be appropriate
and reasonable in the light of internal guidelines, etc.; and(3) If ratings or target share prices are described in Analyst Reports, the definitions of ratings,
grounds for target share prices, and the estimated period required to achieve such target shareprices shall be explicitly presented.
4. An Association Member may have more than one Examining Officer share responsibility for
examining one Analyst Report.
5. In the event of Publication, etc. of Analyst Reports prepared by an Outside Analyst pursuant toagreements, etc. with the company (including the foreign corporation; the same shall apply
hereinafter) to which the Outside Analyst belongs, if it is obvious that an examination similar to
the aforementioned examination has been conducted by the company, the examination conductedby the company may be deemed to constitute the examination conducted by the Association
Member making the Publication, etc. of the Analyst Reports.
6. On the occasion of conducting the examination set forth in any of the preceding Items and thenjudging whether or not to make the Publication, etc. of the Analyst Reports, the Association
Member must give due regard to the following:(1) If the Analyst Reports are considered to constitute the documents covered by Publication, etc.
made in the ordinary course of business (excluding the documents pertaining to any
Publication, etc. to be newly commenced or to be resumed after suspension of Publication,etc.), the intended Publication, etc. of the Analyst Reports should not correspond tosolicitation for acquisition or solicitation for selling, etc. of any securities issued by any
company covered by the analysis.
(2) If Publication, etc. of the Analyst Reports made in the ordinary course of business (excluding
Analyst Reports pertaining to any Publication, etc. to be newly commenced or to be resumed
after suspension of Publication, etc.) are restricted, such restriction may possibly suggest toinvestors, among others, such a fact that the Association Member acquires the corporate
information pertaining to the companies, etc. covered by the Analyst Reports.
(Keeping of Analyst Reports)
Article 5 If an Association Member makes Publication, etc. of Analyst Reports, the Analyst Reports
and the records stating that internal examinations have been conducted in relation to such Analyst
Reports shall be retained for three years from the date of the Publication, etc.
(Presentation, Etc. of Conflicts of Interest)
Article 6 When an Association Member prepares Analyst Reports (excluding cases where translation
alone is required), if the Association Member or Analysts who prepare such Analyst Reports have amaterial conflict of interest with the company regarding which such Analyst Reports are to beprepared, it must explicitly present details regarding such conflicts of interest in the relevant
Analyst Reports.
2. A Regular Member must state in Analyst Reports to the effect that it has become the lead manager2

in the event:(i)that the Regular Member becomes a lead manager (as stipulated in Article 147, Item 3of the Cabinet Office Ordinance Concerning the Financial Instruments Business, etc.
(hereinafter referred to as the “Business Ordinance”); the same shall apply hereinafter)in respect of public offerings or secondary distributions of, or solicitations foracquisitions to professional investors or solicitations for selling, etc. to professional
investors of, (i) share certificates (including preferred equity investment certificates(the securities stipulated in Article 2, Paragraph 1, Item 7 of the FIEA), foreign stock
depositary receipts (among the securities, etc. stipulated in Article 2, Paragraph 1, Item
20 of the FIEA, those representing rights pertaining to share certificates issued byforeign juridical persons), and foreign stock trust beneficiary certificates (among thesecurities trust beneficiary certificates stipulated in Article 2-3, Item 3 of the
Enforcement Ordinance of the Financial Instruments and Exchange Act, the securities
in safekeeping that are stipulated in the same Item thereof are foreign stock (among thesecurities set forth in Article 2, Paragraph 1, Item 17 of the FIEA, those having thenature of share certificates set forth in Item 9 of the same Paragraph thereof)); thesame shall apply hereinafter), (ii) share option certificates (the securities stipulated in
Article 2, Paragraph 1, Item 9 of the FIEA) or (iii) bonds with share options; and(ii)

that the Regular Member makes Publication, etc. of the Analyst Reports concerning
the shares of such company (i) within one year from the date on which the securities
registration statement, shelf registration supplements or securities notifications
concerning such public offerings or secondary distributions (hereinafter referred to as“Securities Registration Statement, etc.”) are submitted or (ii) within one year from thedate on which specified securities information (the specified securities information
stipulated in Article 27-31 of the FIEA; hereinafter the same shall apply) concerning
such solicitations for acquisitions to professional investors or solicitations for selling,etc. to professional investors was provided or published.

3. In the event (a) that a Regular Member becomes a lead manager in respect of public offerings or
secondary distributions of, or solicitations for acquisitions to professional investors or solicitations
for selling, etc. to professional investors of, share certificates (limited to those actions
accompanied by a listing of such share certificates on Financial Instruments Exchange Markets,
but excluding cases where share certificates have already been listed on another Financial
Instruments Exchange Market) or (b) that a Regular Member makes Publication, etc. of an Analyst
Report concerning the share certificates of such company within ten business days from the date oflisting and (i) on and after the date on which the Securities Registration Statement, etc. concerning
such public offerings or secondary distributions is submitted or (ii) on and after the date on which
specified securities information concerning such solicitations for acquisitions to professional
investors or solicitations for selling, etc. to professional investors is provided or published, theRegular Member must not present any rating or target share price in such Analyst Report.
4. An Association Member must not have Analysts write Analyst Reports for a company for whichsuch Analyst serves as an officer (when the accounting advisor is a juridical person, including
members who are supposed to conduct such duties).
(Publication, Etc. of Analyst Reports Written by Outside Analysts)
Article 7 In the event of Publication, etc. of Analyst Reports written by an Outside Analyst pursuant
to agreements, etc. with the company to which the Outside Analyst belongs or pursuant toagreements, etc. with the Outside Analyst, the Association Member must take any and all measuresnecessary in order to explicitly present in such Analyst Reports the details of any material conflictof interest between such Outside Analyst and the company regarding which such Analyst Reports
are made; provided, however, that this shall not apply to cases where such Association Member

3notifies customers of such details (such notification shall be made in writing or by any means otherthan oral notification; the same shall apply hereinafter in the following Paragraph and in Paragraph3).
2. In the event of Publication, etc. of Analyst Reports written by an Outside Analyst, the Association
Member must notify customers of the matters set forth in each of the following Items; provided,
however, that this shall not apply to cases where the matters set forth in each of such following
Items are presented in such Analyst Reports:(1) If such Association Member has paid or have promised to pay consideration for the
preparation of such Analyst Reports, and so state to that effect; and(2) If such Association Member has requested the preparation of Analyst Reports designating thecompany for which such Analyst Reports are to be made, and so state to that effect.
3. If an Association Member falls under the case stipulated in Item 1 or 2 of the preceding Paragraphon the occasion of Publication, etc. of Analyst Reports written by an Outside Analyst, theAssociation Member must notify customers of the matters set forth in each of the following Items(as for a Special Member, limited to Item 1); provided, however, that such notification shall not
apply to cases where the matters below are presented in the relevant Analyst Reports:(1) If an Association Member has a material conflict of interest with the company for which such
Analyst Reports are made, the details thereof; and(2) If a Regular Member falls under the cases stipulated in Article 6, Paragraph 2 hereof, to theeffect that the Regular Member has become a lead manager.
4. If a Regular Member falls under the case stipulated in Paragraph 2, Item 1 or 2 and the casestipulated in Article 6, Paragraph 3 on the occasion of Publication, etc. of Analyst Reports written
by an Outside Analyst, the Association Member must confirm that ratings or target share prices
have not been presented in the Analyst Reports before their Publication, etc..
(Strict Management of Information)
Article 8 An Association Member must appropriately manage the information set forth in each of
the following Items (hereinafter referred to as “Material Information”).
(1) The following information (i) obtained in the course of writing Analyst Reports by Analysts
from companies which Analysts are in charge of and other internal divisions, etc. of
Association Members or (ii) obtained by the Examining Officer in the course of examining
Analyst Reports:(i)

Corporate-related information (the corporate-related information stipulated in Article 1,
Paragraph 4, Item 14 of the Business Ordinance); and(ii)

Undisclosed information, other than the information described in (i) above, that is
considered to have a material impact on investors’ investment decisions(2) The content, etc. of Analyst Reports that is considered to have a material impact on investors’
investment decisions, while no Publication, etc. of those Analyst Reports has yet been made(3) The restriction imposed by the Association Member on Publication, etc. of Analyst Reports,
if applicable
2. Special attention must be paid to the matters set forth in each of the following Items whenestablishing a system for managing Material Information in accordance with the provisions of the4preceding Paragraph:(1) Methods for managing Material Information;(2) Procedures and rules of conduct when Analysts are involved in the business of otherdivisions; and(3) Procedures and rules of conduct when the Research Division transmits Material Information
to other divisions.
(Appropriate Use of Material Information)
Article 9 An Association Member must appropriately manage proprietary trading so that Material
Information is not used for such transactions. In addition, the Association Member must guideand supervise its officers and employees not to conduct solicitation, etc. to some parts of customers
by using Material Information.
2. With respect to the transactions conducted by an Association Member using the content of any
Analyst Reports just after their Publication, etc., the Association Member must strive not to place
its own interests ahead of the interests of its customers.
(Ensuring Independence of Opinions of Analysts, Etc.)
Article 10 An Association Member must establish an appropriate organization system and an
appropriate compensation system from the point of view of ensuring the independence of theopinions of Analysts.
2. An Association Member must guide and supervise its respective Underwriting Division,
Investment Banking Division, Corporation Division, Sales Division, etc. not to unreasonablyinterfere with or intervene in the writing of Analyst Reports by Analysts so that the independenceof the opinions of Analysts is not impaired.
3. An Association Member must guide and supervise Analysts not to present any content different
from its independent opinions in consideration of the interests of specific customers.
(Prohibition of Involvement in Business of the Underwriting Division and the Investment
Banking Division)
Article 11 An Association Member shall pay careful attention to ensure the independence ofAnalysts from its respective Underwriting Division and Investment Banking Division, and such
Association Member must prevent its relevant officers and employees from conducting theactivities set forth in each of the following Items and any activities similar thereto:(1) The activity of Analysts being involved in making proposals to companies, etc. concerning
the business of the Underwriting Division or the Investment Banking Division;(2) The activity of officers and employees engaged in the business of the Underwriting Divisionor the Investment Banking Division involving or making an effort to involve Analysts or
Outside Analysts in making proposals to companies, etc. concerning the business of therelevant divisions;(3) The activity of Analysts being involved in briefings, etc. to investors conducted bycompanies, etc. or the relevant Association Member (limited to (i) briefings, etc. conductedby companies, etc. concerning the business or transactions of the Underwriting Division or
the Investment Banking Division and (ii) briefings, etc. in which the Underwriting Division5

or the Investment Banking Division is involved; the same shall apply hereinafter); and(4) The activity of officers and employees engaged in the business of the Underwriting Divisionor the Investment Banking Division involving or making an effort to involve Analysts or
Outside Analysts in briefings, etc. to investors conducted by companies, etc. or the relevant
Association Member.
(Prohibition, Etc. of Making Promises, Etc. to Customers)
Article 12 An Association Member must guide and supervise officers and employees of theUnderwriting Division, the Investment Banking Division, the Corporation Division, the Sales
Division, etc. not to promise to or offer to customers or prospective customers of the relevant
divisions the preparation of Analyst Reports with respect to such customers or any representations
or assessments in Analyst Reports with respect to such customers.
(Prohibition of Prior Notice to the Companies Regarding Which Analyst Reports Are to Be
Prepared)
Article 13 An Association Member must not make the content of any Analyst Report known to thecompanies covered by the analysis before Publication, etc. of the Analyst Report.
(Improvement of Quality of Analysts)
Article 14 An Association Member must strive to improve the quality of Analysts by conducting
follow-up examinations and evaluations of the content, etc. of Analyst Reports, as well as strive tostrengthen Analysts’ compliance with laws and regulations.
(Handling of Transactions of Securities by Analysts, Etc.)
Article 15 With respect to the sale and purchase, etc. and the holding of securities by Analysts inpersonal accounts, an Association Member must strive to ensure that Analysts implement fair andappropriate business by prohibiting, in principle, the sale and purchase, etc. and the holding of
securities of companies that Analysts are in charge of.
2. In the event of Publication, etc. of Analyst Reports written by an Outside Analyst pursuant toagreements, etc. with the company to which the Outside Analyst belongs or pursuant to agreements,
etc. with the Outside Analyst, the Association Member must confirm the existence of measures for
ensuring such Outside Analyst’s implementation of fair and appropriate business with respect tothe sale and purchase, etc. and the holding of securities by such Outside Analyst for personal
purposes.
3. An Association Member must strive to not allow its officers and employees (when the accounting
advisor is a juridical person, including members who are supposed to conduct such duties; thesame shall apply hereinafter) to conduct, using Material Information obtained upon the preparation
or examination of Analyst Reports, the sale and purchase, etc. of securities held by such officers
and employees for personal purposes.
(Publication, Etc. of Analyst Reports Not Based on the Rules)
Article 16 In the event that it is difficult for an Association Member to make any Publication, etc. ofAnalyst Reports in compliance with the provisions of the Rules due to unavoidable special
circumstances, the Association Member must notify the Association of such noncompliance and its
reasons in writing and obtain the approval of the Association in advance.
2. In the event of any Publication, etc. of Analyst Reports based on the approval obtained under the6

preceding Paragraph, the Association Member must indicate (excluding verbal indication) thatsuch Analyst Reports do not comply with the provisions of the Rules of the Association.
(Concept of the Rules)
Article 17 The matters necessary for interpretation, etc. of the Rules shall be prescribed in the“Concept behind ‘Rules Concerning Handling of Analyst Reports’ ” which is separately prescribedby the Association.

SUPPLEMENTARY PROVISIONS [Omitted](Note) These Rules are based on the version in effect as of January 1, 2016.

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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