SECURITIES DEPOSITORY CENTER, INC.

Transcription

1 JASDEC JAPAN SECURITIES DEPOSITORY CENTER, INC.

2 The English version is not legally binding translation of the original Japanese text. The original Japanese text will be definitive in case of any divergence in the meaning. Copyright c 2003 Japan Securities Depository Center, Inc. All rights reserved.

3 Business Regulations (As in Effect April 1, 2003) Contents Chapter I General Provisions Section 1 Purpose, etc. (Article 1 to Article 5) Section 2 Notification or Demand by Electromagnetic Means, etc. (Article 6 to Article 8) Chapter II Eligible Stock Certificates, etc. (Article 9 to Article 13) Chapter III Participants Section 1 Procedure for Opening of Account (Article 14 to Article 18) Section 2 Notification by Participant, etc. (Article 19 to Article 21) Section 3 Discontinuance of Participant Account (Article 22) Section 4 Special Participant (Article 23) Section 5 Measures Taken in Cases of Violation of Laws, etc. by Participant who Deposits with JASDEC Eligible Stock Certificates, etc. Deposited by Customers (Article 23-2 to Article 23-3) Chapter IV Handling of Custody and Book-Entry Transfer of Stock Certificates Section 1 Custody of Stock Certificates, etc. Part 1 Deposit and Custody of Stock Certificates Item 1 Handling of Ledger of Participant Accounts (Article 24 to Article 29) Item 2 Handling of Customer Accounts and Ledger of Customer Accounts, etc (Article 30 to Article 35) Item 3 Handling of Deposit (Article 36 to Article 39) Item 4 Special Handling of Deposit (Article 40) Item 5 Handling of Deposit of Pre-Deposited Stock Certificates, etc. pertinent to Public Offering or Public Selling (Article 41 to Article 48) Item 6 Handling of Deposit of Stock Certificates Issued at Time of Re-Organization of a Mutual Company Operating Insurance Business to a Joint Stock Company (Article 49 to Article 52) Item 7 Handling of Restrictions on Deposit (Article 53 to Article 55) Item 8 Handling of Custody (Article 56 to Article 60) Item 9 Compensation for Shortage of Deposited Stock Certificates (Article 61 to Article 66) Part 2 Book-Entry Transfer Item 1 Handling of Transfer in Ledger of Customer Accounts, etc. (Article 67) Item 2 Handling of Transfer in Ledger of Participant Accounts, etc. (Article 68 to Article 71) Item 3 Handling of Restrictions on Transfer (Article 72 to Article 73) Part 3 Withdrawal of Stock Certificates Item 1 Handling of Demand Received by Participant for Withdrawal (Article 74) Item 2 Handling of Demand Received by JASDEC for Withdrawal (Article 75) 1

4 Item 3 Handling of Postponement of and Restrictions on Withdrawal (Article 76 to Article 77) Item 4 Handling of Demand for Purchase of Fractional Shares, etc. (Article 78 to Article 79) Section 2 Exercise of Rights Relating to Deposited Stock Certificates (Article 80) Section 3 Notification of Beneficial Shareholders, etc. Part 1 Notification of Beneficial Shareholders (Article 81 to Article 84) Part 2 Notification of Decrease and Striking Out of Beneficial Shareholders, etc. (Article 85 to Article 87) Chapter V Handling of Custody and Transfer of Corporate Bonds with Subscription Warrant to New Shares Section 1 Deposit, Book-Entry Transfer and Withdrawal of Corporate Bonds with Subscription Warrant to New Shares (Article 88 to Article 91) Section 2 Exercise of Subscription Warrant to New Shares (Article 92) Section 3 Demand for Purchase of Fractional Shares (Article 93) Section 4 Payment of Principal and Interest (Article 94 to Article 97) Chapter VI Handling of Custody and Book-Entry Transfer of Investment Securities (Article 98 to Article 99) Chapter VII Handling of Custody and Book-Entry Transfer of Preferred Equity Securities of Credit Union-Based Financial Institution (Article 100 to Article 101) Chapter VIII Handling of Custody and Book-Entry Transfer of Beneficiary Certificates (Article 102 to Article 110) Chapter IX Fees (Article 111) Chapter X Entrustment of Part of Business (Article 112) Chapter XI Miscellaneous Rules (Article 113 to Article 114) Supplementary Provisions 2

5 Chapter I General Provisions Section 1 Purpose, etc. Article 1 Article 2 Purpose These Business Regulations shall, based on the provisions of Article 5 of the Law Concerning Central Securities Depository and Book-Entry Transfer of Stock Certificates and Other Securities (Law No. 30 of 1984; hereinafter referred to as the "Law"), prescribe necessary matters for the execution of the Central Custody and Book-Entry Transfer Business by the Japan Securities Depository Center, Incorporated (hereinafter referred to as "JASDEC"). Terms The meanings of the terms used in these Business Regulations shall be as defined in the items below: (1) "Participant Account" shall refer to the account opened by JASDEC based on the application for the opening of the account prescribed in Article 14; (2) "Participant" shall refer to the person for whom JASDEC has opened a Participant Account; (3) "Ledger of Participant Accounts" shall refer to the ledger of accounts that JASDEC prepares pursuant to the provisions of Paragraph 1 of Article 24,; (4) "Pledgee Described in the Ledger of Participant Accounts" shall refer to the person for whom JASDEC has opened an account based on the application for the opening of account pursuant to the provisions of Paragraph 1 of Article 25; (5) "Eligible Stock Certificates, etc." shall refer to the securities handled in the Central Custody and Book-Entry Transfer Business executed by JASDEC pursuant to the provisions of Article 9; (6) "Deposited Stock Certificates" shall refer to the stock certificates that the Participants have deposited with JASDEC pursuant to the provisions of Paragraph 1 of Article 14 of the Law. Business Hours Article 3 1. The hours for handling the business of JASDEC shall be from 9:00 a.m. until noon and from 1:00 p.m. until 5:00 p.m., except for the hours prescribed in these Business Regulations and rules based on these Business Regulations (hereinafter simply referred to as "Rules"). 2. JASDEC may, when it deems necessary, change the business hours for handling the business. In this case, JASDEC shall notify the Participants and the Pledgees Described in the Ledger of Participant Accounts to that effect in advance. Holidays, etc. Article 4 1. The holidays of JASDEC shall be the days listed below: (1) Sundays and Saturdays; (2) Holidays set by the Law Concerning National Holidays (Law No.178 of 1948); (3) January 2, January 3 and December JASDEC may, when it deems necessary, designate temporary holidays or temporary working days. In this case, JASDEC shall notify the Participants and the Pledgees Described in the Ledger of Participant Accounts to that effect in advance. 3

6 Article 5 Temporary Suspension of Business JASDEC may, when it deems necessary, temporarily suspend all or part of its business. In this case, JASDEC shall promptly notify the Participants and the Pledgees Described in the Ledger of Participant Accounts to that effect. Section 2 Notification or Demand by Electromagnetic Means, etc. Method of Notification from JASDEC, etc. Article 6 1. Unless otherwise prescribed in these Business Regulations and the Rules, the notification mentioned below or information notified by other actions or other information shall be provided by electromagnetic means (the method to use the digital information process organization or other information and communications technology; the same shall apply hereinafter) prescribed in the Rules: (1) Notification that JASDEC provides to the Participants or the Pledgees Described in the Ledger of Participant Accounts pursuant to these Business Regulations and the Rules; (2) Demand, report or submission of data that the Participants or the Pledgees Described in the Ledger of Participant Accounts make to JASDEC pursuant to these Business Regulations and the Rules; (3) Notification that either JASDEC or the issuer of the Eligible Stock Certificates, etc. (hereinafter referred to as the "Company") makes to the other party pursuant to the Law, these Business Regulations or the Rules. 2. Notwithstanding the provisions of the preceding paragraph, in case JASDEC notifies the Participants or the Pledgees Described in the Ledger of Participant Accounts of the same content (except for the notification to be made pursuant to Item 1 of the preceding paragraph), it shall do so by the method by which the Participants or the Pledgees Described in the Ledger of Participant Accounts may receive the information to be notified by the electromagnetic means prescribed in the Rules in lieu of the provision mentioned in the preceding paragraph. Article 7 Article 8 Preparation of Books, etc. by Electromagnetic Record Unless specifically prescribed in these Business Regulations and the Rules, the Participants or the Pledgees Described in the Ledger of Participant Accounts may prepare their books or other documents by electromagnetic record (a record prepared by a method not recognized by perception of persons, such as a digital method or magnetic method, and a method to ensure the maintenance of the record pertinent to the Central Custody and Book-Entry Transfer Business executed by JASDEC; the same shall apply hereinafter). Delegation of Authority to Rules In addition to the provisions set forth in this section, the matters necessary to notification or demand, etc. by the electromagnetic means shall be prescribed in the Rules. 4

7 Chapter II Eligible Stock Certificates, etc. Article 9 Eligible Stock Certificates, etc. JASDEC shall handle the securities in the Central Custody and Book-Entry Transfer Business with respect to which JASDEC has received the consent of their issuers pursuant to the provisions of Article 6-2 of the Law from among those securities mentioned below: (1) Stock certificates listed on a stock exchange; (2) Stock certificates registered with the Japan Securities Dealers Association; (3) Corporate bonds with subscription warrant to new shares listed on a stock exchange (limited to corporate bonds with subscription warrant to new shares for which the matters specified in Item 7 and Item 8 of Paragraph 1 of Article of the Commercial Code are decided, and the stock certificates issued through the exercise of such subscription warrant to new shares are handled at JASDEC; the same shall apply to the next item and Item 5); (4) Corporate bonds with subscription warrant to new shares registered with the Japan Securities Dealers Association; (5) Corporate bonds with subscription warrant to new shares that were listed on a stock exchange or registered with the Japan Securities Dealers Association (excluding the cases where the issuer thereof lost the right attached to the period for the corporate bonds with subscription warrant); (6) Investment securities prescribed in the Law Concerning the Investment Trust and Investment Company (Law No. 198 of 1951) and listed on a stock exchange; (7) Preferred equity securities prescribed in the Law Concerning the Preferred Equity Investment in Credit Union-Based Financial Institution (Law No. 44 of 1993; hereinafter referred to as the "Credit Union-Based Financial Institution Preferred Equity Investment Law") and listed on a stock exchange (hereinafter referred to as the "Preferred Equity Securities by Credit Union-Based Financial Institution"); (8) Beneficiary certificates prescribed in the Law Concerning Investment Trust and Investment Companies and listed on a stock exchange (hereinafter referred to as the "Beneficiary Certificates"). Consent of Issuer Article JASDEC shall obtain the written consent of the issuer of the securities pursuant to the provisions of Article 6-2 of the Law. 2. The matters necessary for the written consent mentioned in the preceding paragraph and other matters necessary for the consent shall be prescribed in the Rules. Article 11 Notifications of Material Matters, etc. Related to Eligible Stock Certificates, etc. In case JASDEC is notified by the Company pursuant to the Rules that the Company has decided upon material matters for the rights to the Eligible Stock Certificates, etc. or handling thereof or that material facts have taken place with respect to the Eligible Stock Certificates, etc., it shall notify the Participants and the Pledgees Described in the Ledger of Participant Accounts to that effect. 5

8 Discontinuance of Handling of Eligible Stock Certificates, etc. Article If any Eligible Stock Certificates, etc. ceases to fall within the purview of any securities listed in each of the items of Article 9, JASDEC shall discontinue the handling of such Eligible Stock Certificates, etc. for the Central Custody and Book- Entry Transfer Business executed by JASDEC. 2. In case where the Eligible Stock Certificates, etc. ceases to fall within the purview of any of securities listed in each of the items of Article 9 and where JASDEC deems it necessary to continue to handle such Eligible Stock Certificates, etc. in light of trading conditions of such Eligible Stock Certificates, etc., JASDEC shall continue to handle such Eligible Stock Certificates, etc. until the date it determines separately, in spite of the provisions of the preceding paragraph. 3. In case of the preceding paragraph, when the issuer of the stock certificates falls within the purview of any of the items below, JASDEC shall discontinue the handling of such stock certificates, and shall dispose the stock certificates, which JASDEC ceased to handle (hereinafter referred to as "Stock Certificates Ceased to be Handled"), and which were not demanded by the Participants to return. (1) When the Company decided to decrease its capital amount to zero (0) in case it is insolvent; (2) When the Company was declared bankruptcy. 4. In case JASDEC decides to discontinue the handling of any Eligible Stock Certificates, etc. for the Central Custody and Book-Entry Transfer Business executed by JASDEC pursuant to the provisions of the preceding three (3) paragraphs, matters relating to the deposit and return of the Eligible Stock Certificates, etc. and other necessary matters relating to the disposal of the Stock Certificates Ceased to be Handled shall be prescribed in the Rules. Article 13 Notification to Issuers and Participants, etc. When JASDEC decides to handle any security for its Central Custody and Book- Entry Transfer Business executed by JASDEC pursuant to the provisions of Article 9, JASDEC shall notify the issuer of the security and the Participants to that effect, and in case JASDEC decides to discontinue the handling of any security pursuant to the provisions of the Paragraph 1 of the preceding article, JASDEC shall notify the issuer of such security and the Participants and the Pledgees Described in the Ledger of Participant Accounts to that effect. Chapter III Participants Section 1 Procedure for Opening of Account Article 14 Scope of Participants Any person listed below may apply to JASDEC for opening an account prescribed in Paragraph 1 of Article 6 of the Law pursuant to the provisions of the Rules: (1) Securities companies prescribed in Paragraph 9 of Article 2 of the Securities and Exchange Law (Law No. 25 of 1948); (2) Foreign securities companies prescribed in Item 2 of Article 2 of the Law Concerning the Foreign Securities Company (Law No. 5 of 1971); (3) Securities finance companies prescribed in Paragraph 28 of Article 2 of the Securities and Exchange Law (hereinafter referred to as the "Securities 6

9 Finance Companies"); (4) Banks prescribed in Paragraph 1 of Article 2 of the Bank Law (Law No. 59 of 1981); (5) Long-term credit banks prescribed in Article 2 of the Long-Term Credit Bank Law (Law No. 187 of 1952); (6) Trust companies; (7) Norinchukin Bank; (8) Central Cooperative Bank for Commerce and Industry; (9) Agricultural cooperatives and the Japan Federation of Agricultural Cooperatives to execute businesses prescribed in Item 3, Paragraph 1 of Article 10 of the Japan Agricultural Cooperatives Law (Law No. 132 of 1947); (10)Fishery cooperatives to execute businesses prescribed in Item 4, Paragraph 1 of Article 11 of the Japan Fishery Cooperatives Law (Law No. 242 of 1948), the Japan Federation of Fishery Cooperatives to execute the businesses prescribed in Item 4, Paragraph 1 of Article 87 of the same Law, fishery processing cooperatives to execute the businesses prescribed in Item 2, Paragraph 1 of Article 93 of the same Law, and the Japan Federation of Fishery Processing Cooperatives to execute the businesses prescribed in Item 2, Paragraph 1 of Article 97 of the same Law; (11)The Shinkumi Federation Bank to execute the businesses prescribed in Item 1, Paragraph 1 of Article 9-9 of the Law Concerning Credit Union and Credit Union for Small and Medium-Sized Enterprises (Law No. 181 of 1949); (12)Shinkin banks and the Japan Federation of Shinkin Banks; (13)Rokin banks and the Japan Federation of Rokin Banks; (14)Insurance companies prescribed in Paragraph 2 of Article 2 of the Insurance Business Law (Law No. 105 of 1995) and foreign insurance companies prescribed in Paragraph 7 of the same article, etc.; (15)Registered investment companies prescribed in Paragraph 20 of Article 2 of the Law Concerning the Investment Trust and Investment Company; (16)Other entities the Competent Ministers may designate as similar to those prescribed in the preceding items. Examination of Application for Opening Account Article When JASDEC receives an application for opening an account pursuant to the provisions of the preceding article and JASDEC recognizes that the applicant meets the criteria set forth below, JASDEC shall open an account for such applicant: (1) The applicant needs to open an account to rationalize the custody and delivery of securities; and (2) The applicant is capable of reliably carrying out the work related to the Central Custody and Book-Entry Transfer Business executed by JASDEC. 2. When JASDEC approves the opening of account pursuant to the provisions of the preceding paragraph, JASDEC shall notify the applicant and other Participants to that effect. Payment of Fee for Opening Account Article Any person authorized to open an account pursuant to the provisions of the preceding article shall pay the fee for opening an account to JASDEC by no later than the date designated by JASDEC. The fee for opening an account paid shall 7

10 not be refunded under any circumstances. 2. The amount of the fee for opening an account prescribed in the preceding paragraph shall be decided by JASDEC through the resolution of its Board of Directors. Article 17 Date for Opening Account When the person authorized to open an account pays the fee for opening an account prescribed in the preceding article, JASDEC shall open an account on the day following the date prescribed in the provisions of Paragraph 1 of the same article. Sub-Account Article In case the Participant intends to open an account for the purpose of clerical work in the Participant Account (hereinafter referred to as the "Sub-Account"), such Participant may apply to JASDEC. 2. JASDEC shall, when it deems the application referred to in the preceding paragraph appropriate, open a Sub-Account for such Participant. 3. The provisions of Paragraph 2 of Article 15 and the preceding two (2) articles shall apply mutatis mutandis to the preceding paragraph. 4. In addition to the provisions prescribed in the preceding three (3) paragraphs, the matters necessary for the Sub-Account shall be prescribed in the Rules. Section 2 Notification by Participant, etc. Article 19 Matters to be Notified The Participant shall notify JASDEC of the office of JASDEC which the Participant shall use and such other matters as prescribed in the Rules. The same shall apply in the case of any change in the matters notified. Article 19-2 Report of Accidents In the case where any accidents listed below arises, the Participant, who deposits the Eligible Stock Certificates, etc. deposited by the customers of the Participant, shall report of such effects immediately. (1) Loss of the Eligible Stock Certificates, etc. deposited; (2) Action by a director, auditor or employee, which is violating the laws, these Business Regulations and other Rules. Article 20 Report and Investigation When JASDEC deems it necessary and appropriate to ensure the proper performance of the Central Custody and Book-Entry Business executed by JASDEC, JASDEC may ask any Participant, by showing the reasons therefore, to submit a report or materials relating to the Central Custody and Book-Entry Transfer Business executed by JASDEC, or may, with the consent of such Participant, inspect the books (in case such books are prepared by electromagnetic record, the documents describing the matters recorded in the electromagnetic record) relating to the Central Custody and Book-Entry Transfer Business executed by JASDEC as prescribed in the Rules and investigate the custody conditions of the stock certificates and other securities which are deemed to be deposited with JASDEC pursuant to the provisions of Paragraph 4 of Article 16 of the Law (including the cases where the provisions apply mutatis mutandis to Article 39, Article

11 and Paragraph 1 of Article 39-5 of the Law and Paragraph 1 of Article 39 of the old Law Concerning Central Securities Depository and Book-Entry Transfer of Stock Certificates and Other Securities (hereinafter referred to as the "Old Law") pursuant to the provisions of Article 2 of the Law Concerning the Amendment of Relevant Laws Relating to the Development of Securities Market Infrastructure in Accordance with the Reform of Securities Settlement System, etc. (Law No. 65 of 2002)). Article 21 Delegation of Authority to Rules In addition to the provisions prescribed in this section, the matters necessary for the notification by Participants, etc. shall be prescribed in the Rules. Section 3 Discontinuance of Participant Account Discontinuance of Account Article Any Participant may apply to JASDEC for the discontinuance of its account in accordance with the provisions of the Rules. 2. When JASDEC receives the application prescribed in the preceding paragraph, or when any Participant has ceased to be a person listed in any of the items of Article 14, JASDEC shall discontinue the account of such Participant. 3. In case any Participant contravenes any provision of the Law, the Enforcement Ordinance of the Law Concerning the Central Securities Depository and Book- Entry Transfer of Stock Certificates and Other Securities (Government Ordinance No. 267 of 2000; hereinafter referred to as the "Government Ordinance"), Enforcement Regulations of the Law Concerning Central Securities Depository and Book-Entry Transfer of Stock Certificates and Other Securities (Justice and Finance Ministries Ordinance No. 1 of 1984; hereinafter referred to as the "Enforcement Regulations"), these Business Regulations, the Rules or matters set forth by JASDEC, or in case any Participant has impaired the JASDEC's or Participant's credibility, and if JASDEC deems it necessary in order to ensure the proper and smooth performance of the Central Custody and Book-Entry Transfer Business executed by JASDEC, JASDEC may, after giving the Participant an opportunity to explain the situation, discontinue the account of such Participant. 4. When JASDEC discontinues the Participant's account pursuant to the provisions of the preceding two (2) paragraphs, JASDEC shall notify such Participant and other Participants and the Pledgees Described in the Ledger of Participant Accounts to that effect in advance. 5. The matters relating to the return of the securities deposited with JASDEC by the Participant following the discontinuance of the account of such Participant and other necessary matters shall be prescribed in the Rules. Section 4 Special Participant Special Participant Article When any Participant receives the deposit of securities from any person listed in any of the items of Article 14 who has received the deposit of such securities from another person and proposes to deposit such securities with JASDEC, such Participant shall obtain the approval of JASDEC in advance. 9

12 2. When deemed proper, any Participant may apply to JASDEC for the approval referred to in the preceding paragraph. In this case, the Participant shall attach to the application for the approval a written statement stating that the person who proposes to deposit securities with the Participant falls within the purview of the items of Article 14 (hereinafter referred to as the "Special Participant"), prepares and maintains books (in case the books are to be prepared by electromagnetic record, the electromagnetic record) equivalent to the Ledger of Customer Accounts (the ledger of account prepared in accordance with the provisions of Paragraph 1 of Article 30. The same shall apply hereinafter.), and furnishes the substances of an agreement that conforms to other matters prescribed in the Rules. 3. When JASDEC deems proper the application for the approval referred to in the preceding paragraph, JASDEC shall approve such application. 4. In addition to the matters prescribed in the preceding three (3) paragraphs, the matters necessary for the approval referred to in Paragraph 1 and other matters relating to the Special Participant shall be prescribed in the Rules. Section 5 Measures Taken in Cases of Violation of Laws, etc. by Participant who Deposits with JASDEC Eligible Stock Certificates, etc. Deposited by Customers Supervisory Actions Article In case a Participant, who deposits with JASDEC the Eligible Stock Certificates, etc. deposited by customers, has violated laws or regulations thereunder, administrative action taken by a governmental body pursuant to laws or regulations thereunder or these Business Regulations or other rules of JASDEC, JASDEC may, after giving the Participant an opportunity to explain the situation, take measures of discontinuance of the accounts of the Participant or admonition against such Participant through the resolution of its Board of Directors. 2. In case any measure prescribed in the preceding paragraph has been taken, JASDEC shall notify to the public of such effect without delay. 3. The provisions of Paragraph 4 and Paragraph 5 of Article 22 shall be applied mutatis mutandis to the case where the accounts of the Participant are discontinued according to the measures taken based on the provisions of Paragraph 1. Article 23-3 Recommendations In case a Participant, who deposits with JASDEC the Eligible Stock Certificates, etc. deposited by customers, has violated laws or regulations thereunder, administrative action taken by a governmental body pursuant to laws or regulations thereunder or these Business Regulations or other rules of JASDEC, if JASDEC deems it necessary to improve the business of the Participant, JASDEC may make recommendations of improvement of the operations of the business to such Participant. In this case, the Participant, who received such recommendations, shall submit immediately to JASDEC the report of the improvement of the operation of the business in writing. 10

13 Chapter IV Section 1 Part 1 Item 1 Handling of Custody and Book-Entry Transfer of Stock Certificates Custody of Stock Certificates, etc. Deposit and Custody of Stock Certificates Handling of Ledger of Participant Accounts Matters to be Described in Ledger of Participant Accounts, etc. Article JASDEC shall prepare and maintain the Ledger of Participant Accounts. 2. The matters set forth below shall be described in the Ledger of Participant Accounts: (1) The name and address of the Participant; (2) Designation as to whether the stock certificates are owned by the Participant or deposited by a customer; (3) The name of the Company, the class of the stock, such other matters specifying the stock, and the number of shares of such stock; (4) Cause of an increase or decrease in the number of shares and the date of such change; (5) In case the Deposited Stock Certificates owned by the Participant are trust property, an indication to that effect and the date of such entry; (6) In case the disposition of any Deposited Stock Certificates owned by the Participant is restricted due to an order of attachment against such stock certificates, an indication to that effect and the date on which such order of attachment was made; (7) Such other matters as prescribed in the Rules. 3. In case an account is opened in the Ledger of Participant Accounts for the purpose of creating the right of pledge on shares represented by the stock certificates owned by the Participant (hereinafter referred to as the "Pledge Account in the Ledger of Participant Accounts"), the matters listed below shall be described in the Ledger of Participant Accounts: (1) The name and address of the pledgee; (2) The name and address of the person who has created the pledge; (3) The matters set forth in Items 3 to 6 of the preceding paragraph; (4) Such other matters as prescribed in the Rules. 4. In case there are any changes in the description referred to in the preceding two (2) paragraphs, the Participant and the Pledgee Described in the Ledger of Participant Accounts shall promptly notify JASDEC to that effect. 5. When JASDEC receives the notification referred to in the preceding paragraph, or when JASDEC learns of any change that has taken place with respect to the descriptions referred to in Paragraph 2 or Paragraph 3, JASDEC shall promptly describe the notification or change in its ledger. 6. When it becomes clear that any description in the Ledger of Participant Accounts is in error, JASDEC shall immediately correct such description. 7. In case the correction of the description pursuant to the preceding paragraph causes a change in the balance of the account of the Ledger of Participant Accounts, JASDEC shall promptly notify the Participant affected by such correction or the Pledgee Described in the Ledger of Participant Accounts to that effect. 11

14 Opening of Pledge Account in Ledger of Participant Accounts Article Any person who acquires the right of pledge on shares represented by the stock certificates owned by a Participant may, together with the person who creates such pledge, apply to JASDEC for the opening of a Pledge Account in the Ledger of Participant Accounts in accordance with the provisions of the Rules. 2. When JASDEC receives the application referred to in the preceding paragraph, JASDEC shall open a Pledge Account in the Ledger of Participant Accounts for the person who has acquired the right of pledge thereon. 3. The provisions of Article 16 and Article 17 shall apply mutatis mutandis to those who are not Participants from among those who have been authorized to open a Pledge Account in the Ledger of Participant Accounts pursuant to the provisions of the preceding paragraph. In this case, "Any person authorized to open an account" shall be reworded as "Any person authorized to open a Pledge Account in the Ledger of Participant Accounts (excluding the Participants)," "fee for opening an account" shall be reworded as "fee for opening a pledge account," and "an account" shall be reworded as "a Pledge Account in the Ledger of Participant Accounts." Article 26 Preservation of Ledger of Participant Accounts JASDEC shall preserve the Ledger of Participant Accounts properly and securely; provided, however, that any description that has ceased to be in effect for at least ten (10) years may be stricken out, or that the part of the ledger containing such description may be discarded. Demand to Issue Copy of Ledger of Participant Accounts Article Any Participant or Pledgee Described in the Ledger of Participant Accounts or customer may demand JASDEC to issue a copy of only such part of the Ledger of Participant Accounts in which such Participant, pledgee or customer has an interest. 2. The methods of demanding JASDEC to issue a copy referred to in the preceding paragraph shall be prescribed in the Rules. Demand to Indicate Trust Property Article Any Participant may demand JASDEC to indicate in the Ledger of Participant Accounts to the effect that such shares described in the Participant Account are trust property. 2. The Participant may demand that JASDEC strike out the description indicating that the shares described in the Participant Account are trust property. 3. JASDEC shall, when it receives the demand referred to in the preceding two (2) paragraphs, make necessary descriptions in the Ledger of Participant Accounts. Article 29 Delegation of Authority to Rules In addition to the provisions set forth in this item, the matters necessary for the handling of the Ledger of Participant Accounts shall be prescribed in the Rules. 12

15 Item 2 Handling of Customer Accounts and Ledger of Customer Accounts, etc. Matters to be Described or Recorded in Ledger of Customer Accounts, etc. Article Any participant who deposits with JASDEC stock certificates that it has received for deposit from a customer shall open an account for such customer (hereinafter referred to as the "Customer Account"), and prepare and maintain the Ledger of Customer Accounts. 2. The matters set forth below shall be described or recorded in the Ledger of Customer Accounts: (1) The name and address of the customer; (2) The name of the Company, the class of the stock, such other matters identifying the stock and the number of shares of such stock; (3) Cause of an increase or decrease in the number of shares and the date of such change; (4) In case the Deposited Stock Certificates are trust property, an indication to that effect and the date of the description or the record; (5) In case the disposition of any Deposited Stock Certificates is restricted due to an order of attachment, etc., an indication to that effect and the date on which such order of attachment, etc. was made; (6) Such other matters as prescribed in the Rules. 3. In case an account is opened in the Ledger of Customer Accounts for the purpose of creating the right of pledge on shares represented by the stock certificates from the customer deposited with JASDEC (hereinafter referred to as the "Pledge Account in the Ledger of Customer Accounts"), the matters listed below shall be described or recorded in the Ledger of Customer Accounts: (1) The name and address of the pledgee; (2) The name and address of the person who has created the pledge; (3) The matters set forth in Items 2 to 5 of the preceding paragraph; (4) Such other matters as prescribed in the Rules. 4. In case the Participant learns of any change that has taken place with respect to the described or recorded matters referred to in the preceding two (2) paragraphs, the Participant shall promptly describe or record such change. 5. When it becomes clear that some description or record in the Ledger of Customer Accounts is in error, the Participant shall immediately correct such description or record. 6. In case the correction of the description or record pursuant to the provisions of the preceding paragraph causes a change in the balance of the account of the Ledger of Customer Accounts, the Participant shall promptly notify the customer pertinent to the Ledger of Customer Accounts or the pledgee described or recorded in the Ledger of Customer Accounts to that effect. Article 31 Opening of Customer Account, etc. To open a Customer Account or a Pledge Account in the Ledger of Customer Accounts for a customer or the person who acquires the right of pledge with respect to the shares represented by the stock certificates of the customer deposited to JASDEC (hereinafter referred to as the "Customer, etc." in this article), the Participant shall, in accordance with the provisions of the Rules, enter into an 13

16 agreement with such Customer, etc. on matters relating to the handling of the Deposited Stock Certificates, including the matters listed below: (1) The handling of the Deposited Stock Certificates in accordance with the provisions of the Law and the Enforcement Regulations; and (2) The handling of the Deposited Stock Certificates in accordance with these Business Regulations, the Rules and such other provisions as prescribed by JASDEC. Article 32 Article 33 Preservation of Ledger of Customer Accounts The Participant shall preserve the Ledger of Customer Accounts properly and securely; provided, however, that any description that has ceased to be effect for at least ten (10) years may be stricken out, or that the part of the ledger containing such description may be discarded. Demand to Issue Copy of Ledger of Customer Accounts Any customer or pledgee who has been described or recorded in the Ledger of Customer Accounts may demand the Participant to issue a copy (in case the Ledger of Customer Accounts has been prepared by the electromagnetic record, the documents describing the matters recorded in the electromagnetic record; the same shall apply hereinafter) of only such part of the Ledger of Customer Accounts in which such customer or pledgee has an interest. Demand to Indicate Trust Property, etc. Article In case the Deposited Stock Certificates are trust property, the customer may demand the Participant to describe or record in the Ledger of Customer Accounts to the effect that such stock certificates are trust property. 2. The customer may demand the Participant to strike out the description or record in the Ledger of Customer Accounts to the effect that the stock certificates are trust property. 3. The Participant shall, when it receives the demand referred to in the preceding two (2) paragraphs, make the necessary description or record in the Ledger of Customer Accounts pertinent to the demand. Article 35 Delegation of Authority to Rules In addition to the provisions set forth in this item, the matters necessary for handling of the Customer Account and the Ledger of Customer Accounts shall be prescribed in the Rules. Item 3 Handling of Deposit Deposit of Stock Certificates by Customers, etc. Article When the Participant receives a deposit of stock certificates to be deposited with JASDEC, the Participant shall make the required description or record in the Ledger of Customer Accounts after examining and verifying such stock certificates. 2. When the Participant has made the description or record pursuant to the preceding paragraph, the Participant shall promptly submit to JASDEC the stock certificates covered by the description or record with an indication to the effect that these are the stock certificates deposited by a customer; provided however, that this shall not apply to the cases where the stock certificates are necessary for a withdrawal 14

17 to be made by the Participant in compliance with a demand of other customers or a pledgee described or recorded in the Ledger of Customer Accounts. 3. The Participant may not receive from a customer the deposit of stock certificates for which such customer is designated as a pledgee. 4. When the Participant confirms that the stock certificates, which are owned by it or deposited by its customers, have not been registered as the missing stock certificates, the Participant shall describe to the effect in the documents to be prescribed by JASDEC. Article 37 Custody of Stock Certificates Deposited by Customers In the case of the stock certificates for which the description or record referred to in Paragraph 1 of the preceding article has been made, the Participant shall keep the stock certificates separately from other stock certificates until they are submitted to JASDEC pursuant to the provisions of the main text of Paragraph 2 of the preceding article or until they are delivered pursuant to the proviso of the same paragraph. In this case, the Participant may keep in its custody the stock certificates for which the description or record referred to in the preceding article has been made without separating them according to customer. Deposit of Stock Certificates by Participants, etc. Article When JASDEC receives from a Participant the deposit of stock certificates owned by such Participant or those deposited with it by its customer, JASDEC shall, after examining and verifying the stock certificates, make the required description in the Ledger of Participant Accounts. 2. JASDEC shall not receive the deposit of the stock certificates for which the Participant is designated as a pledgee. 3. When JASDEC receives from the Participant the deposit of the stock certificates, which are owned by it or deposited by its customers, JASDEC shall not receive such deposit in case there is no description in the documents prescribed by JASDEC referring to Paragraph 4 of Article 36 to the effect that the Participant confirms that the stock certificates have not been registered as the missing stock certificates. Article 39 Delegation of Authority to Rules In addition to the provisions prescribed in this item, the matters necessary for the handling of the deposit shall be prescribed in the Rules. Item 4 Special Handling of Deposit Notification in Case of Issuance of New Shares, etc. Article When new shares of a stock have been issued, with respect to the shares of the Deposited Stock Certificates, in consequence of a stock consolidation, stock split or conversion of shares, exchange of shares of the Company, transfer of shares, merger or separation of the Company or in consequence of offering pre-emptive rights to shareholders (excluding the case where the pre-emptive certificates to new shares have been issued), JASDEC shall receive from the Company notification of the names and addresses of Beneficial Shareholders (referring to the co-owners of the Deposited Stock Certificates prescribed in Paragraph 1 of Article 30 of the Law; the same shall apply hereinafter), the class of the stock, the number of shares of such stock and the year, month and date of the acquisition of newly issued shares. 15

18 In this case, the notification of the names and addresses of the Beneficial Shareholders shall be made by the Identification Numbers of Beneficial Shareholders referred to in Paragraph 1 of Article When JASDEC receives the notification from the Company pursuant to the preceding paragraph, JASDEC shall notify the Participant of the necessary matters for the description or record in the Ledger of Customer Accounts and make the required description in the Ledger of Participant Accounts. 3. The Participant shall, when it receives the notification from JASDEC pursuant to the preceding paragraph, make the required description or record in the Ledger of Customer Accounts based on the notification. 4. In addition to the matters prescribed in the preceding three (3) paragraphs, the matters necessary for the notification and description or record pursuant to the preceding three (3) paragraphs shall be prescribed in the Rules. Item 5 Handling of Deposit of Pre-Deposited Stock Certificates, etc. pertinent to Public Offering or Public Selling Article 41 Handling of Pre-Deposited Stock Certificates, etc. JASDEC shall handle stock certificates set forth in each items below to facilitate the trading in the stock certificates pertinent to the Public Offering (referring to the "public offering of securities" prescribed in Paragraph 3 of Article 2 of the Securities and Exchange Law; the same shall apply hereinafter) or Public Selling (referring to the "public selling of securities" prescribed in Paragraph 4 of Article 2 of the Securities Exchange Law; the same shall apply hereinafter) from among the Provisional Stock Certificates (referring to the stock certificates scheduled to be issued after the establishment of a Company or after the payment date of new shares, describing the matters prescribed in Article 225 of the Commercial Code; the same shall apply hereinafter) and stock certificates (hereinafter referred to collectively with the Provisional Stock Certificates and stock certificates as the "Pre-Deposited Stock Certificates, etc."): (1) For stock certificates expected to be listed on a stock exchange or registered with the Japan Securities Dealers Association, the Provisional Stock Certificates to be handled in the Central Custody and Book-Entry Transfer Business executed by JASDEC pertinent to the Public Offering that the Company effects before the date of its listing or registration (including the date on which additional shares are listed or registered; hereinafter referred to as the "Date of Listing, etc.") after the registration by the securities registration statement prescribed in Article 5 of the Securities and Exchange Law takes effect pursuant to Paragraph 1 of Article 8 of the same law; (2) For stock certificates expected to be listed on a stock exchange or registered with the Japan Securities Dealers Association, stock certificates to be handled in the Central Custody and Book-Entry Transfer Business executed by JASDEC pertinent to the Public Selling that a Company effects before the Date of Listing, etc. after the registration by the securities registration statement prescribed in Article 5 of the Securities and Exchange Law takes effect pursuant to Paragraph 1 of Article 8 of the same law; 16

19 (3) For the Provisional Stock Certificates pertinent to the Public Offering effected by the issuer of the stock certificates listed on a stock exchange or registered with the Japan Securities Dealers Association and the stock certificates pertinent to the Public Selling effected concurrently with the Public Offering, stock certificates to be handled in the Central Custody and Book-Entry Transfer Business executed by JASDEC pertinent to the Public Offering that the Company effects before the Date of Listing, etc. after the registration by the securities registration statement prescribed in Article 5 of the Securities and Exchange Law takes effect pursuant to Paragraph 1 of Article 8 of the same law. Handling of Custody of Pre-Deposited Stock Certificates, etc. Article Three (3) business days prior to the Date of Listing, etc., JASDEC shall receive from the Company (in case the Company designates a transfer agent, such transfer agent; the same shall apply as used in this item) and keep in its custody all the Pre- Deposited Stock Certificates that JASDEC will keep for the Participants (limited to the Participants who have in advance agreed on the receipt of the stock certificates by delivering the stock certificates pertinent to the Public Offering or Public Selling from the Company to JASDEC and the deposit with JASDEC) and receive for deposit; provided, however, that this shall not apply the cases where the Company notifies JASDEC that the Company will not deposit with JASDEC the Pre-Deposited Stock Certificates prescribed in Item 3 of the preceding article. 2. JASDEC shall keep the Pre-Deposited Stock Certificates it received pursuant to the provisions of the preceding paragraph separate from the Deposited Stock Certificates. Discontinuance of Handling of Custody of Pre-Deposited Stock Certificates, etc. Article For the Pre-Deposited Stock Certificates JASDEC has received from the Company pursuant to the provisions of Paragraph 1 of the preceding article, in case the listing thereof on a stock exchange or registration thereof with the Japan Securities Dealers Association has been called off (excluding the case where such Pre-Deposited Stock Certificates have already been registered with the Japan Securities Dealers Association), JASDEC shall not handle such Pre-Deposited Stock Certificates in the Central Custody and Book-Entry Transfer Business executed by JASDEC. 2. In case JASDEC has decided not to handle the Pre-Deposited Stock Certificates, etc. in the Central Custody and Book-Entry Transfer Business executed by JASDEC pursuant to the provisions of the preceding paragraph, the matters for the return of such Pre-Deposited Stock Certificates and other necessary matters shall be prescribed in the Rules. Article 44 Handling of Deposit The Participant prescribed in the provisions of Paragraph 1 of Article 42 shall submit to JASDEC the stock certificates that JASDEC keeps in its custody and deposit them with JASDEC on the Date of Listing, etc. 17

20 Replenishment of Stock Certificates by JASDEC to Make up for a Shortage of Stock Certificates Article When it becomes clear that there has developed a shortage of the stock certificates which JASDEC has received from the Company pursuant to the provisions of Paragraph 1 of Article 42, JASDEC shall promptly replenish the stock certificates in a number equal to that of the stock certificates in shortage. 2. In order to replenish the stock certificates pursuant to the provisions of the preceding paragraph, JASDEC shall enter into the damage insurance contract with an insurance company and shall replenish such stock certificates with the insurance money collected under such insurance contract. 3. When JASDEC cannot replenish such shortage of stock certificates only with the insurance money referred to in the preceding paragraph, JASDEC shall replenish such stock certificates up to the limit decided by its Board of Directors. Article 46 Article 47 Article 48 Replenishment of Stock Certificates by Participants Jointly and Severally to Make up Shortage of Stock Certificates When the stock certificates have not been replenished pursuant to the preceding article, the Participants prescribed in Paragraph 1 of Article 42 shall jointly and severally replenish such stock certificates. Right to Indemnity In case JASDEC and the Participants has compensated the stock certificates pursuant to the provisions of the preceding two (2) articles, JASDEC and the Participants shall demand that the person responsible for the shortage of stock certificates compensate the damages. Delegation of Authority to Rules In addition to the provisions set forth in this item, the matters necessary for the handling of the deposit of the Pre-Deposited Stock Certificates, etc. pertinent to the Public Offering or Public Selling shall be prescribed in the Rules. Item 6 Handling of Deposit of Stock Certificates Issued at Time of Re-Organization of a Mutual Company Operating Insurance Business to a Joint Stock Company Handling of Custody of Provisional Stock Certificates Article In case the stock certificates issued at the time of the re-organization of a mutual company operating the insurance business (hereinafter referred to as the "Mutual Insurance Company") to a joint stock company pursuant to the provisions of Article 85 of the Insurance Business Law are listed on a stock exchange concurrently with the re-organization, JASDEC shall receive from the Mutual Insurance Company (in case a transfer agent is designated, such transfer agent; the same shall apply hereinafter. ) three (3) business days prior to the date of listing all the Provisional Stock Certificates from among the stock certificates issued that JASDEC will keep in custody for the shareholders to whom the shares are allotted (limited to the persons who have in advance agreed on the receipt of stock certificates by delivering the stock certificates pertinent to the allotment from the Mutual Insurance Company to JASDEC, the deposit of the stock certificates with the designated Participant 18