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the Policy on Response to Large-Scale Purchases of Company Shares (Takeover Defense Measures)

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May 17, 2016
OKASAN SECURITIES GROUP INC.

1. Basic Philosophy

Since the Company's founding in 1923, it has evolved as a financial group that provides sophisticated and specialized services in the area of asset management. In this capacity, it has sought to strengthen its corporate value by boosting information provision capabilities and expanding its services. Under the Company's medium-term management plan formulated in April 2014 to coincide with the launch of the new management structure, the Company's declared goals are to strengthen corporate value as a team of investment advisory professionals and to improve management practices to deliver stable growth in any environment. These goals are consistent with the Company's philosophy of "customer first."

If the Okasan Securities Group unites to implement the management plan and elevate its presence as an asset management partner for its customers, the Board of Directors believes the Company will enhance corporate value, ultimately benefitting shareholders, customers, business partners, and all other stakeholders.

The Board of Directors believes that contributing to the asset formation, and level of satisfaction, of customers via such initiatives, and thereby increasing the company's presence and competitiveness, and in turn enterprise value, is in the best interests of all shareholders, customers, counterparties and others involved with the company's business.
The Company believes that in the event of a Large-Scale Purchase action, shareholders should be able to make an appropriate decision regarding the acceptability of the action based on an understanding of the Company's management policy outlined above and the corporate value to be realized under the policy.

For shareholders to make an appropriate decision, it is necessary that both the Large-Scale Purchaser and the Board of Directors provide sufficient and appropriate information regarding, for instance, the contents of the Large-Scale Purchase, the impact that the Large-Scale Purchase will have on the Company and each Group company, the management policy and business plan that the Large-Scale Purchaser intends for the Company and Group, the impact that the Large-Scale Purchase will have on stakeholders including the customers and employees of the Company and Group, and whether a proposal exists for an alternative to the Large-Scale Purchase (hereinafter "Alternative Proposal"). In addition, shareholders should be provided with sufficient time and opportunity to fully consider the submitted information.

The Board of Directors believes it to be in the interest of the Company and all shareholders that a Large-Scale Purchase be carried out under certain rules that reflect the above view. The Board of Directors has accordingly established the following rules (hereinafter the "Large-Scale Purchase Rules") concerning prior provision of information.
The Large-Scale Purchase Rules are general rules and have not been formulated in consideration of any specific Large Volume Holder (Note 4); however, the rules will be applied if an existing large shareholder intends to conduct a Large-Scale Purchase. Major shareholders as of March 31, 2016 are listed in Exhibit 1. At this time, the Company has not received a notice or proposal for a Large-Scale Purchase of Share Certificates, etc. of the Company.

2. Large-Scale Purchase Rules

The Board of Directors has established two fundamental elements to the Large-Scale Purchase Rules: 1) A Large-Scale Purchaser must provide necessary and sufficient information to the Board of Directors prior to a Large-Scale Purchase, and 2) A Large-Scale Purchaser may commence a Large-Scale Purchase only after a specified period of time provided for the Board of Directors to examine and consider the provided information. The details of the rules are as follows.

(1)Submission of a Letter of Intention

A Large-Scale Purchaser intending to carry out a Large-Scale Purchase must submit to the Company, in advance, a letter of intention using the form prescribed by the Board of Directors and stating that the Large-Scale Purchaser will comply with the Large-Scale Purchase Rules. In a letter of intention, the Large-Scale Purchaser will be required to write the name and address of the Large-Scale Purchaser, the governing law of incorporation, the name of the representative, domestic contact information, and an outline of the proposal for a Large-Scale Purchase transaction.

(2)Provision of Information

Within five business days of receipt (excluding the day of receipt) of the letter of intention, the Board of Directors will deliver a list of items of information to be provided by the Large-Scale Purchaser so that the Large-Scale Purchaser can provide necessary and sufficient information for shareholders to make a judgment and for the Board of Directors to form its opinion. Below is a list of the basic items of information required. The information content will vary depending on the attributes of the Large-Scale Purchaser and the details of the Large-Scale Purchase.

  1. [1]A summary profile of the Large-Scale Purchaser and group
  2. [2]The objective and content of the Large-Scale Purchase
  3. [3]Calculation basis for the proposed share purchase value and origin of the purchase finances
  4. [4]The management policy, business plan, financial plan, dividend policy, asset utilization plan, etc. to be activated following completion of the Large-Scale Purchase
  5. [5]Basic information including the names and addresses of the individuals, corporations and organizations providing funds for the Large-Scale Purchaser and the group that will ultimately derive financial benefit from the Large-Scale Purchase, irrespective of the names of funding (names can be, for example, capital funds or investments)

If, upon examination of the submitted information, the Board of Directors determines that the information is not sufficient, the Large-Scale Purchaser will be requested to provide additional information until sufficient information is obtained. The Board of Directors, if it determines disclosure of the information is necessary for shareholders to make a decision, will disclose all or part of the information of the Large-Scale Purchase proposal and the information provided to the Board of Directors at a time it deems appropriate.

(3)Examination of information and expression of an opinion

Once a major purchaser has provided the necessary information to the Board of Directors of the Company, a period of 60 days in the case of the purchase of all the Company's shares in cash (yen) via a takeover bid or 90 days in the case of other major purchases shall be established to allow the Board of Directors of the Company to evaluate and study the information; negotiate; form an opinion; and draft counterproposals. Major purchases may proceed only after the Board of Directors of the Company has publicly expressed its opinion or after the expiration of the Board of Directors' evaluation period. (However, should the Board of Directors of the Company choose to convene a general meeting of shareholders to confirm shareholder opinion as described below, the evaluation period may be extended by the reasonable period necessary to convene such general meeting. In such cases, shareholders shall be informed of the reasons for the extension and the number of days thereof.).

To prevent arbitrary decision-making by officers, the Board of Directors of the Company shall establish an independent committee comprised of three outside directors or experts. The Board of Directors of the Company shall immediately pass on information it receives from the major purchaser to the independent committee and endeavor to assist the independent committee in studying and evaluating the information.

If the Board of Directors elects to initiate a countermeasure to the Large-Scale Purchase, prior to initiation, the Board of Directors will consult with the Independent Committee on the appropriateness of the proposed countermeasure. The Independent Committee will make a recommendation based on consultation on the appropriateness of the proposed countermeasure.
The Independent Committee, to ensure its decision is reached in an appropriate and efficient manner and is in the best interest of the Company's shareholders and promotes corporate value, will be permitted, at the Company's expense, to seek the advice of independent third parties (including financial advisors, lawyers, certified public accountants and consultants).
If the Independent Committee advises the Board of Directors that it disapproves of the initiation of countermeasures, the Board of Directors will accept the recommendation and will not initiate countermeasures unless special circumstances exist under which not initiating a countermeasure would represent an obvious breach of directors' duty of care.

In addition, the independent committee shall determine whether the information provided by the major purchaser in the above (2) is sufficient, and shall advise the Board of Directors of the Company of its assessment. The independent committee shall also provide to the Board of Directors of the Company recommendations concerning matters on which the Board of Directors of the Company deems necessary to consult. The Board of Directors of the Company shall not demand additional information from the major purchaser if the independent committee advises the Board of Directors of the Company that the information provided by the major purchaser is sufficient.

The Board of Directors will receive recommendations from the Independent Committee, external experts, etc., during the Board of Director Assessment Period, will sufficiently assess and examine the information provided, will carefully form an opinion, and will disclose the opinion to the shareholders in a timely manner. If necessary, the Board of Directors may negotiate with the Large-Scale Purchaser to improve the conditions of the Large-Scale Purchase and may present an Alternative Proposal to the shareholders. The Board of Directors will inform Company shareholders in a timely manner information including report of the commencement of the Independent Committee's assessment period, summaries of the Independent Committee's recommendations, and the reasons for the committee's judgments.

If the Board of Directors of the Company deems it appropriate to confirm shareholder opinion, it may convene a general meeting of shareholders to address the implementation of defensive measures and other matters pertaining to the major purchase ("general meeting of shareholders to confirm shareholder opinion" hereinafter). If consulted by the Board of Directors of the Company, the independent committee may advise the Board of Directors of the Company on whether to convene a general meeting of shareholders to confirm shareholder opinion. In such cases, the Board of Directors of the Company shall abide by the independent committee's recommendation.

3. Policy on Response to Large-Scale Purchases

(1)When the large-scale purchaser complies with the Large-Scale Purchase Rules

When the large-scale purchaser complies with the Large-Scale Purchase Rules, the Board of Directors of the Company will seek to persuade shareholders not to accept the large-scale purchase by expressing a counter opinion and presenting an alternative plan to them, but not take an action in principle against the large-scale purchase, even if the Board of Directors of the Company opposes the conduct. In this case shareholders will be required to decide whether to accept the purchase proposal of the large-scale purchaser, taking into consideration factors like the proposal as well as counter opinions and the alternative plan presented by the Company. However, even if the large-scale purchaser complies with the Large-Scale Purchase Rules, when the Board of Directors of the Company judges the conduct to fall under any of [1] to [6] below and that the large-scale purchase will damage common interests of shareholders and the corporate value of the Company, the Board of Directors of the Company may take action against the conduct by issuing Stock Acquisition Rights to protect them.

The Board of Directors of the Company shall discuss and negotiate with the large-scale purchaser when deemed necessary. Even after the Board of Directors has decided to issue Stock Acquisition Rights as a countermeasure, When an important change is made to the decisive factor in the judgment, for example when the large-scale purchaser proposes changing a matter related to the essential part of the purchase conduct, it may cancel the issuance only in cases where the cancellation is made no later than 2 business days before an ex-rights drop in relation to the issuance of Stock Acquisition Rights and common interests of shareholders are not damaged.

When making an examination and a judgment on whether or not the large-scale purchase significantly damages common interests of shareholders and the corporate value of the Company, to secure objectivity and rationality of them, the Board of Directors of the Company shall in principle follow recommendations of the Independent Committee. In the event the Board of Directors receives recommendations from the Independent Committee that the launch of a countermeasure be stopped, it shall not launch the countermeasure unless there are special circumstances clearly infringing directors' duty of care.

If the large-scale purchase falls under any of [1] to [6] below, the Company may launch the countermeasure against the large-scale purchase, judging the conduct to significantly damage common interests of shareholders and the corporate value of the Company. If the large-scale purchase is judged not to fall under any of [1] to [6] below, the Company shall not launch the countermeasure. The Independent Committee shall make recommendations to the Board of Directors that the issuance of Stock Acquisition Rights as a countermeasure should not be allowed, when the large-scale purchase is judged not to fall under any of [1] to [6] below. If the Board of Directors of the Company deems it necessary and appropriate to implement defensive measures to serve the collective interests of shareholders, it may convene a general meeting of shareholders to confirm shareholder opinion. At such meetings, the Board of Directors will present a resolution concerning the implementation of defensive measures and related issues. The Company shall implement defensive measures if this resolution is passed-i.e., if more than half of the voting rights of the shareholders present are in favor of implementing defensive measures.

  1. [1]When purchasing share certificates, etc. of the Company solely for the purpose of driving up the share price of the Company, without any intention of participating in the management of the Company, to force the Company or the related parties to purchase the shares at a higher price, or the purchase conduct aimed at making "greenmail."
  2. [2]When purchasing shares for the purpose of conducting the so-called "scorched-earth management" by temporarily gaining control over the Company to transfer intellectual property, know-how, trade secrets, principal trading partners and customers, etc. necessary for the management of the Company to a large-scale purchaser etc.
  3. [3]When purchasing shares with the intention of diverting the assets of the Company to make them serve as collateral or a source of the repayment of debt owed by a large-scale purchaser or its group companies, etc., after gaining control over the Company.
  4. [4]When purchasing shares for the purpose of forcing the Company to pay high dividends for a short period of time with proceeds from the sale of high-priced assets etc. such as know-how and intellectual property that are not presently related to the business of the Company, by temporarily gaining control over the Company, or for the purpose of selling shares at a higher price brought about by a temporary spike in dividends before it drops.
  5. [5]When the large-scale purchase is, as a case other than [1] to [4] above, judged to potentially cause an unrecoverable damage to the Company by gaining control over it, instead of aiming at the reasonable management of the Company.
  6. [6]When large-scale purchases might effectively force shareholders to sell their stock certificates, etc. of the Company, which includes a coercive two-tier takeover bid, a method of purchasing shares such as takeover bids that does not solicit the purchase of all stock certificates in the first stage and sets disadvantageous purchase terms or makes the term unclear in the second stage. However, a method of purchasing shares by a takeover bid that solicits only a part of all stock certificates does not necessarily fall under this category.

(2)When a large-scale purchaser does not comply with the Large-Scale Purchase Rules

When a large-scale purchaser does not comply with the Large-Scale Purchase Rules, the Board of Directors of the Company may issue Stock Acquisition Rights as a countermeasure against it, after obtaining its recommendation from the Independent Committee, for the purpose of protecting common interests of shareholders and the corporate value of the Company, irrespective of the specific purchase method. This countermeasure may result in some disadvantage including an economic loss to the large-scale purchaser neglecting the Rules. Therefore this Policy on Response is provided also to dissuade large-scale purchasers from neglecting the Purchase Rules in conducting the large-scale purchase.

4. Outline of Stock Acquisition Rights as a specific countermeasure

(1)Shareholders entitled to receive Stock Acquisition Rights and Conditions for issuance

The Company will allot Stock Acquisition Rights to those shareholders, other than the Company itself, who are entered or recorded in the final list of shareholders on the date determined by the Board of Directors when it takes a vote on a resolution on the issuance of Stock Acquisition Rights in relation to this Policy on Response (hereinafter referred to as "the date of allotment"), or shareholders registered in the list of shareholders on the date of allotment specified by the Act on Book-Entry Transfer of Company Bonds, Shares, etc. under Article 152, paragraph (1), at a ratio of one Stock Acquisition Right for every one share of the Company.

(2)Class and number of shares to be issued upon exercise of Stock Acquisition Rights

The class and number of shares to be issued upon the exercise of the Stock Acquisition Rights shall be common stock, and one share shall be granted for each Stock Acquisition Right unless adjusted otherwise.

(3)Total number of Stock Acquisition Rights to be issued

The total number of Stock Acquisition Rights shall not exceed the total number of issued shares on the date of allotment excluding the number of shares owned by the Company on the same date.

(4)Issuance value

The Stock Acquisition Rights shall be allotted without contribution.

(5)Amount to be paid upon exercise of Stock Acquisition Rights

The amount to be paid for each one share allotted upon the exercise of the Stock Acquisition Right shall be 1 Japanese Yen; provided, however, that if it is the exercise of the share option subject to call specified in (9) below, such a payment is not required.

(6)Conditions for exercising Stock Acquisition Rights

Large-scale purchasers are not entitled to exercise Stock Acquisition Rights.

(7)Restriction on transfer of Stock Acquisition Rights

Any transfer of Stock Acquisition Rights requires approval of the Board of Directors of the Company.

(8)Period for exercising Stock Acquisition Rights

A period for exercising Stock Acquisition Rights shall be determined by the Board of Directors of the Company when it takes a vote on a resolution on the issuance of Stock Acquisition Rights, from a period falling under not less than one month and within two months from the date of issuing Stock Acquisition Rights; provided, however, that if the Board of Directors of the Company specifies another date as the starting point when it takes a vote on a resolution on the issuance of Stock Acquisition Rights, the specified date shall substitute for it. In the event a share option subject to call stipulated in (9) below is issued, a period for exercising Stock Acquisition Rights shall not, in principle, be predetermined.

(9)Other matters

The reason for the Company to acquire Stock Acquisition Rights and other necessary matters shall be separately determined by the Board of Directors of the Company. The Company may issue a stock option subject to call containing a clause to the effect that the Company may acquire Stock Acquisition Rights in exchange for shares of the Company.

5. Policy Rationale

(1)Fulfillment of the Guidelines for Takeover Defense Requirements

The Policy satisfies the three principles (protecting and enhancing corporate value and the general interests of shareholders, prior public disclosure and shareholders' consent, and ensuring the necessity and reasonableness of defensive measures) stipulated in the Guidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders' Common Interests published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. The Policy also takes into account the report on the state of takeover defences in light of recent changes in the environment released by the enterprise value research group on June 30, 2008, as well as other debate on takeover defences.

(2)Objective of protecting the common interest of shareholders

As indicated above, the objective of the Policy is to protect corporate value and the common interest of the Company's shareholders by securing the information and time necessary for shareholders to determine the appropriateness of a Large-Scale Purchase of share certificates etc. of the Company and by permitting the Board of Directors to negotiate on behalf of the shareholders.

(3)Importance attached to shareholders' consent

The Company has determined to adopt the Policy, as a continuation with partial revisions of the Existing Policy, upon the approval of shareholders at the General Meeting.

The Policy to be approved by at the annual shareholders' meeting will remain effective until an expiration date of 2019. If, however, the shareholders resolve to abolish the Policy at any time before the expiration date, the Company will reflect shareholders' consent by immediately abolishing the Policy.

(4)Full consideration of the judgment of highly independent outsiders

With the introduction of the Policy, the Company will maintain an Independent Committee for the purpose of preventing the Board of Directors from making arbitrary decisions and to make effective and objective decisions for shareholders in implementing the Policy. As under the Existing Policy, members of the Independent Committee will include external experts and outside directors.

In the event of an actual action of a Large-Scale Purchase of shares of the Company, the Independent Committee will determine whether the purchase would damage the Company's corporate value and shareholders' common interests, in compliance of the Independent Committee Regulations. In principle, the Board of Directors will abide by the judgment of the Independent Committee.

The Independent Committee thereby serves as a strict monitor for arbitrary actions by the Board of Directors. Summaries of the committee's recommendations, reasons for the committee's decision, and other information will be disclosed to the shareholders in a timely manner. The Company has thereby secured a mechanism to ensure the Policy is implemented to the best interest of the Company's corporate value and the common interest of shareholders.

(5)Establishment of rational and objective requirements

As noted, the Policy has been formulated such that countermeasures against the Large-Scale Purchase will only be activated upon the fulfillment of rational, detailed and objective requirements. This system effectively establishes a mechanism to prevent arbitrary actions of the Board of Directors.

(6)Solicitation of opinions from third-party experts

In the event of a Large-Scale Purchaser appears, the Independent Committee will, at the Company's expense, seek the advice of independent third parties, such as financial advisors, lawyers, certified public accountants, consultants, and other experts. The solicitation of opinions from third-party experts is intended to ensure a high degree of fairness and objectivity in the decisions of the Independent Committee.

(7)The Policy is not a dead-hand takeover defense measure

As outlined above, shareholders may abolish the Policy at the shareholders' meeting. The Policy therefore is not a takeover defense measure the implementation of which cannot be stopped even with the replacement of the majority of the members of the Board of Directors. The Policy therefore is not a "dead-hand" takeover defense measure, in our view.

6. Impact etc. on shareholders and investors

(1) Impact etc. of the Large-Scale Purchase Rules

The purposes of the Large-Scale Purchase Rules are to provide information necessary for shareholders to make a decision as to whether they should accept the purchase proposal of the large-scale purchaser, to provide opinions of the Board of Directors of the Company that is actually responsible for the management of the Company, to secure a period of time necessary for such responses to the proposal and to ensure opportunities for the shareholders to be presented with alternative plans. Such actions we believe will enable the shareholders of the Company to make an appropriate decision on whether they should accept the purchase proposal of the large-scale purchaser with sufficient information and ultimately protect the common interests of the shareholders. We therefore believe that the establishment of the Large-Scale Purchase Rules is proper and contributes to the interests of the shareholders and investors, with the Rules serving as a basis for shareholders and investors to make an appropriate investment decision.

As we mentioned in 3.above, since the Policy on Response of the Company to a large-scale purchase will vary depending on whether the large-scale purchaser complies with the Large-Scale Purchase Rules or not, shareholders and investors are requested to pay attention to the actions of the large-scale purchaser.

(2)Impact etc. when countermeasures are launched

When the large-scale purchaser does not comply with the Large-Scale Purchase Rules, the Board of Directors of the Company may issue Stock Acquisition Rights as a countermeasure, after obtaining the recommendation from the Independent Committee, for the purpose of protecting the common interests of the shareholders and the corporate value of the Company. Judging from the nature of the countermeasure, we do not expect to face a situation where shareholders of the Company other than the large-scale purchaser who did not comply with the Large-Scale Purchase Rules will suffer a significant loss, either legally or financially.

Even after the Board of Directors has decided to issue Stock Acquisition Rights as a countermeasure, when an important change is made to a decisive factor in taking the countermeasure, for example when the large-scale purchaser proposes changing a matter related to the essential part of the purchase conduct, it may cancel the issuance only in cases where the cancellation is made no later than 2 business days before an ex-rights drop in relation to the issuance of Stock Acquisition Rights and common interests of shareholders of the Company are not damaged. In this case, investors, who have traded the Company's shares in anticipation of a dilution of share value in shares owned by the large-scale purchaser not complying with the Large-Scale Purchase Rules, might suffer some loss accordingly due partly to a fluctuation in the share price.

There are cases where shareholders are required to remit for a certain amount to acquire stocks through the exercise of the Stock Acquisition Rights. With regard to the details of the procedures, the Company shall make a separate notification of them based on the laws and regulations, when the Company decides to actually issue the Stock Acquisition Rights. Investors, whose shares are not yet transferred to their names, are required to complete the "name transfer," which corresponds to the application of book-entry transfer specified by the Act on Book-Entry Transfer of Company Bonds, Shares, etc. under Article 140, by the date of allotment separately determined and noticed by the Board of Directors of the Company, to receive an allotment of Stock Acquisition Rights.

7. Effective date and term of validity of the Large-Scale Purchase Rules

This Policy on Response shall come into effect on the day of the General Meeting with the approval of the Meeting, and be effective until the time of conclusion of an ordinary general meeting of shareholders of the Company to be held in 2019. However, even before the expiry date, the Policy on Response shall be abolished, when a resolution on its abolishment is adopted at an ordinary general meeting of shareholders of the Company, on the spot. In the event the Policy is not approved by a majority of the votes held by the shareholders present at the forthcoming general meeting, it shall expire at the time of conclusion of the meeting without coming into effect, with no action taken for the continuation of it.

Even during the term of the Policy on Response, the Company may review the Policy whenever necessary, from the standpoint of the common interests of the shareholders, taking into consideration the preparation, etc. of the related laws and regulations including the Company Act and the Financial Instruments and Exchange Act and the progress in the implementation of the mid-term business plan, and abolish or revise the Policy, when deemed necessary, by a resolution of the Board of Directors. In the event the outline of this Policy on Response is approved by a majority of the votes held by the shareholders present at the forthcoming general meeting, the abolishment or the revision of the Policy shall be decided by the Board of Directors. When the Policy is abolished or revised, the facts of the abolishment or the revision, as well as the contents and other matters of the revision the Board of Directors considers as appropriate, shall be disclosed immediately.

  • "Ratio of Voting Rights", in response with the pattern of the purchase, refers to: (i) The ratio of Share Certificates, etc. owned by the holder (meaning the ratio of Share Certificates, etc. owned defined in Article 27-23, Paragraph 4 of the Act. In this case, the number of Share Certificates, etc. owned by joint holders of the holder shall be added.), when Certain Shareholders Group falls under the holder of Share Certificates, etc. (meaning the Share Certificates, etc. defined in Article 27-23, Paragraph 1 of the Act) of the Company or its joint holder(s), or (ii) The sum of the ratios of stock certificates owned by a large scale purchaser or its Persons in Special Relationship (meaning the ratio of stock certificates owned defined in Article 27-2, Paragraph 8 of the Act) when the certain shareholders group falls under Large Scale Purchaser or its Persons in Special Relationship of Share Certificates, etc. (meaning Share Certificates, etc. defined in Article 27-2, Paragraph 1 of the Act).
    With regard to the total number of voting rights (as defined in Article 27-2, Paragraph 8 of the Act) and the total number of shares issued (as defined in Article 27-23, Paragraph 4 of the Act) used for the calculation of each ratio of Share Certificates, etc. owned, those written in a Annual Securities Report, a Semi-annual Report, or Status Report on Purchase of Company's Own Shares that was mostly recently submitted may be referred to.
  • "Certain Shareholders Group" refers to a holder (meaning a holder defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act ("the Act", hereinafter), including those considered holders under Article 27-23, Paragraph 3 of the Act) of Share Certificates, etc. (meaning the "Share Certificates, etc." defined in Article 27-23, Paragraph 1 of the Act) of the Company and its joint holder(s) (meaning the joint holder provided in Article 27-23, Paragraph 5 of the Act and including those who are deemed joint holders under Paragraph 6 thereof. The same shall apply hereinafter.) or a person who conducts the Purchase, etc. (meaning the Purchase, etc. defined in Article 27-2, Paragraph 1 of the Act and including purchases conducted in a market of a Financial Instruments exchange) of Share Certificates, etc. (meaning the"Share Certificates, etc." defined in Article 27-2, Paragraph 1 of the Act) of the Company and its Persons in Special Relationship (meaning the"Persons in Special Relationship" defined in Article 27-2, Paragraph 7 of the Act).
  • "Share Certificates, etc." refers to the Share Certificates, etc. defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act.
  • "Large Volume Holder" refers to large volume holder(s) defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act.

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