RULES CONCERNING SALE AND PURCHASE, ETC. OF
SPECIFIED SECURITIES, ETC. OF LISTED COMPANIES, ETC.
BY EMPLOYEES OF ASSOCIATION MEMBERS
(October 14, 2008)
(Purpose)
Article 1 The purpose of the Rules Concerning Sale and Purchase, Etc. of Specified Securities of Listed
Companies, Etc. by Employees of Association Members (hereinafter referred to as “Rules”) is to
prevent unfair transaction in the sale and purchase, etc. of specified securities of listed companies, etc.
by employees of Association Member, by providing an establishment of internal rules and others
necessary measures, thereby ensuring confidence in the capital market.
(Definitions)
Article 2 In these Rules, the definition of the terms set forth in each of the following Items shall be
prescribed therein:
(1) Employees:
It shall mean the people set forth below:
(a) Employees of Regular Members (including those who are accepted as such due to the
secondment; the same shall apply in this Item) who work in the headquarters, and other
branch office or business office located in Japan (the headquarters, and other branch office or
business office prescribed in Article 29-2, Paragraph 1, Item (vi) of the Financial Instruments
and Exchange Act (hereinafter referred to as the “FIEA”); the same shall apply in (b) below);
(b) Employees of OTC Derivative Transaction Members who are engaged in the business
relating to the Specified OTC Derivative Transactions, etc. (the Specified OTC Derivative
Transactions, etc. prescribed in Article 3, Item (7) of the Articles of Association; the same
shall apply hereinafter) in the headquarters, and other branch office or business office located
in Japan;
(c) Employees of Special Members who are engaged in the registered financial institution
business prescribed in Article 5, Item (3) of the Articles of Association (hereinafter referred to
as the “Registered Financial Institution Business”) (including those who are engaged in the
specified financial instruments transaction business prescribed in Article 33-8, Paragraph 2 of
the FIEA (hereinafter referred to as the “Specified Financial Instruments Transaction
Business”)) in the headquarters, and other branch office or business office located in Japan
(the headquarters, and other branch office or business office prescribed in Article 33-3,
Paragraph 1, Item (v) of the FIEA);
(d) Dispatched workers under the Law for Securing the Proper Operation of Worker Dispatching
Undertakings and Protection of Dispatched Workers who are registered as Sales
Representatives pursuant to the provision of Article 64, Paragraph 1 of the FIEA.
(2) Sale and Purchase Relating to the Specified Securities, Etc. of Listed Companies, Etc.: Sale
and purchase, etc. of specified securities, etc. of listed companies, etc. prescribed in Article 166
of the FIEA;
1
(3) Corporate Business-Related Divisions: Divisions that are highly likely to obtain information
on corporations in the course of conducting their business.
(General Provisions)
Article 3 In the Sale and Purchase Relating to the Specified Securities, etc. of Listed Companies, etc. by
Employees, considering that such investment should be conducted for the purpose of healthy wealth
accumulation by such Employee itself, the Association Member must make efforts to have such
Employee comply with laws and various rules and regulations and not to be suspected of conducting
insider trading, transaction pursuing speculative profits, and other unfair transactions.
(Establishment of Internal Rules)
Article 4 The Association Member must establish internal rules on the Sale and Purchase Relating to the
Specified Securities, etc. of Listed Companies, etc. by Employees that include the matters set forth in
each of the following Items:
(1) Matters relating to the scope of the Employees;
(2) Matters relating to procedures to open an account (only for the Regular Members);
(3) Matters relating to procedures for sale and purchase, etc.;
(4) Matters relating to the prohibited actions under laws and various rules and regulations such as
insider trading, transactions based on special information that is obtained during the course of
business, and transactions exclusively aiming at speculative profits;
(5) Other Matters the Association Member deems necessary.
(Self-Restriction of Sale and Purchase, Etc. by Employees Belonging to Corporate Business-Related
Divisions)
Article 5 The Association Member must provide in its internal rules that, in principle, the Employees
who belong to Corporate Business-Related Divisions shall not conduct for themselves the Sale and
Purchase Relating to the Specified Securities, etc. of Listed Companies, etc. of which they are in
charge in the business.
(Enhancement of Management System)
Article 6 The Association Member must conduct an inspection on a regular basis to check whether
the Sale and Purchase Relating to the Specified Securities, etc. of Listed Companies, etc. by the
Employees are conducted properly pursuant to the internal rules.
(Mutatis Mutandis Application to Officers of Association Member)
Article 7 These Rules shall apply to officers (in foreign corporations, including a person who has a
controlling power to its belonging corporation and such power is equivalent to or stronger than that of
officers regardless of the title the person holds) of the Regular Member, officers of the Specified OTC
Derivative Transaction Member who are in charge of specified OTC derivative transactions, and
officers of the Special Member who are in charge of the Registered Financial Institution Business.
2
SUPPLEMENTARY PROVISIONS [Omitted]
The Rules are based on the December 17, 2013 edition of the original Japanese text.
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 in accordance
with the original Japanese text.
3