(Reference Translation) Revision of Methods for Short Selling Position Reporting and Disclosure September 4, 2013 Tokyo Stock Exchange, Inc. 1. Outline Coinciding with the comprehensive revision to short selling regulations scheduled for November 5, 2013 (Tues.)1, the methods of short selling position reporting and disclosure will be revised in consideration of the convenience of those who submit and use such reports2. At present, submissions are made using the reference template provided by TSE, then converted into PDF format. Following the revision, a new consolidated template will be provided in Excel format. Those who submit reports will be required to prepare short selling position reports in the new consolidated Excel format and submit them to TSE as is, without conversion to PDF format. Regarding short selling position disclosure, currently the PDF files TSE receives are compressed in a ZIP file and made available through the TSE website on a daily basis. Following the revision, short selling position information will be consolidated in a single Excel file and released on the TSE website. The rules for report/disclosure of short selling position information will be revised alongside the comprehensive revision of short selling regulations, changing from the One-tier model requiring report/submission when the position reaches 0.25%, to a Two-tier model requiring report when the position reaches 0.2% and disclosure when it reaches 0.5%. Those who are required to submit short selling position information are not required to distinguish figures require disclosure from figures require report when preparing short selling position information. TSE will aggregate the information subject to disclosure requirements and make it available on the TSE website. Details regarding the revision of the methods for short selling position reporting and disclosure can be found in 2 and 3 below, and the schedule for implementation can be found in 4 below. 2. Revision of Method for Short Selling Position Reporting (1) Submission of Files When submitting short selling information, short sellers are required to submit a file containing "short selling position information of designated securities" (hereinafter "File A") and a file containing the "short seller’s name and address" (hereinafter "File B") (each paragraph of Article 15-2 of Cabinet Office Ordinance on Restrictions on Securities Transactions, etc. (Cabinet Office Ordinance No. 59 of 2007; hereinafter the "Transaction Restriction Ordinance")). However, in cases where the entity which conducted the short sales was a non-individual, submission of 1 For details regarding the comprehensive revision to short selling regulations, please refer to the Financial Services Agency website (http://www.fsa.go.jp/news/25/syouken/20130821-3.html). 2 Please refer to 1(5) in "Comprehensive Revision to Short Selling Regulations" published on March 7, 2013 (FSA, http://www.fsa.go.jp/news/24/syouken/20130307-1/01.pdf), and 3(1) and (2) of the Annex of "Response to Comprehensive Revision to Short Selling Regulations" released on May 17, 2013 (TSE Equity Strategic Planning No. 145). 1 (Reference Translation) File B shall not be required3. Furthermore, only short selling position information from File A which requires disclosure will be released on the TSE website. As before, the short seller’s name, address, and other information provided in File B will not be publicized. (2) New Consolidated Template The new consolidated template for short selling position reporting (File A and File B) can be downloaded from the TSE website, as below. The new consolidated template (File A and File B) contains both Japanese and English in a single file. As such, the files available on the Japanese and English pages are identical. Consolidated Template for Short Selling Position Reporting http://www.tse.or.jp/market/juran/karauri/announce.html (Japanese) http://www.tse.or.jp/english/market/report/announce.html (English) (3) Information should be included in File A 空売り残高情報報告書 Report on Outstanding Short Positions 提供年月日 D ate o f Reportin g ① ② ③ 商号・ 名称・ 氏名 N ame o f Sh o rt Se lle r 住所・所在地 Addre ss o f Sho rt Se lle r 委託者・ 投資一任契約の相手方の住所・ 所在地 Addre ss of Discre tion ary In ve stme n t Con trac tor ④ ⑤ 信託財産・ 運用財産の名称 Name o f I nvestme n t Fun d ⑥ 計算年月日 Date o f Calc ulatio n ⑦ 委託者・ 投資一任契約の相手方の商号・名称・ 氏名 N ame o f D isc retio n ary I nvestme nt Co n tracto r 銘柄コード 銘柄名 空売り残高割合 空売り残高数量 空売り残高売買単位数 直近計算年月日 直近空売り残高割合 備考 C ode of St oc k Nam e o f St o c k Rat io of Sh or t Po sit ion s t o Sh ar e s Ou t st an din g Nu m be r of Sh o rt Po sit ion s in Sh ar e s Nu m be r of Sh o r t Po sit io n s in Tr adin g Un its Dat e of C alc u lat io n in Pr e viou s Re po rt in g Rat io of Sh o r t Posit io n s i n Pr e vi ou s Re po rt in g No t e s ⑧ ⑨ ⑩ ⑪ ⑫ ⑭ ⑮ ⑬ ①提供年月日 / Date of Reporting Please indicate the date of submission for File A. ②商号・名称・氏名 / Name of Short Seller Please indicate the trade name, corporate name, or individual name of the entity which conducted the short selling of designated securities, pursuant to Article 15-3, Paragraph 1, Item 1 of the Transaction 3 Previously, submission of both File A and File B was required even from non-individuals. However, because of content overlap between the two files, if the entity which conducted the short sales was a non-individual, submission of File B shall not be required. FSA has confirmed that this handling is not in conflict with the intent of laws and regulations. 2 (Reference Translation) Restriction Ordinance. However, in cases where an individual conducts short selling (limited to individuals whose short selling position in ⑩ below is less than 0.05), please indicate this item as "Individual." ③住所・所在地 / Address of Short Seller Please indicate the address or location of the entity which conducted the short selling of designated securities, pursuant to Article 15-3, Paragraph 1, Item 2 of the Transaction Restriction Ordinance. However, in cases where an individual conducts short selling (limited to individuals whose short selling position in ⑩ below is less than 0.05), please leave this item blank. ④委託者・投資一任契約の相手方の商号・名称・氏名 / Name of Discretionary Investment Contractor In cases where the short selling of designated securities falls under Article 15-3, Paragraph 1, Item 3, Sub-item a. or b. of the Transaction Restriction Ordinance, please indicate the trade name, corporate name, or individual name of the entrusting party or the counterparty to the discretionary investment contract. For cases in which this item does not apply, please leave it blank. ⑤委託者・投資一任契約の相手方の住所・所在地 / Address of Discretionary Investment Contractor In cases where the short selling of designated securities falls under Article 15-3, Paragraph 1, Item 3, Sub-items a. or b. of the Transaction Restriction Ordinance, please indicate the address or location of the entrusted party or the counterparty to the discretionary investment contract. For cases in which this item does not apply, please leave it blank. ⑥信託財産・運用財産の名称 / Name of Investment Fund In cases where the short selling of designated securities falls under Article 15-3, Paragraph 1, Item 3, Sub-item a., c., or d. of the Transaction Restriction Ordinance, please indicate the name of the trust fund or management fund. For cases in which this item does not apply, please leave it blank. ⑦計算年月日 / Date of Calculation Please indicate the date of calculation of the ratio of short positions to shares outstanding, pursuant to Article 15-3, Paragraph 1, Item 5 of the Transaction Restriction Ordinance. ⑧銘柄コード / Code of Stock Please indicate the stock code of the designated securities for which short selling was conducted, pursuant to Article 15-3, Paragraph 1, Item 4 of the Transaction Restriction Ordinance. "Stock code" refers to the code assigned to the security by the Securities Identification Code Committee (regularly 4 digits). ⑨銘柄名 / Name of Stock Please indicate the name of the designated securities for which short selling was conducted, pursuant to Article 15-3, Paragraph 1, Item 4 of the Transaction Restriction Ordinance. Abbreviations may be used in 3 (Reference Translation) place of official names to the extent that they can be understood. ⑩空売り残高割合 / Ratio of Short Positions to Shares Outstanding Please indicate the ratio of short positions to shares outstanding of the designated securities, pursuant to Article 15-3, Paragraph 1, Item 7 of the Transaction Restriction Ordinance. The ratio of short positions to shares outstanding should be indicated as a percentage (for example, a ratio of short positions to shares outstanding of 0.003 would be indicated as 0.3%). Please ensure that the ratio is rounded down to the nearest ten-thousandth and is a non-negative number, pursuant to Article 15-3, Paragraph 1, Item 7 of the Transaction Restriction Ordinance (please input as a positive number in File A). ⑪空売り残高数量 / Number of Short Positions in Shares Please indicate the number of short positions in shares pertaining to the designated securities, pursuant to Article 15-3, Paragraph 1, Item 6 of the Transaction Restriction Ordinance. Please ensure that the number of short positions in shares is a non-negative number, pursuant to Article 15-3, Paragraph 2 of the Transaction Restriction Ordinance (please input as a positive number in File A). ⑫空売り残高売買単位数 / Number of Short Positions in Trading Units Please indicate the number of short positions in trading units pertaining to the designated securities, pursuant to Article 15-3, Paragraph 1, Item 6 of the Transaction Restriction Ordinance. Please ensure the number of short positions in trading units is rounded down to the nearest whole number and is a non-negative number, pursuant to Article 15-2, Paragraph 7 of the Transaction Restriction Ordinance (please input as a positive number in File A). ⑬直近計算年月日 / Date of Calculation in Previous Reporting Please indicate the date of calculation for the most recent submission of the ratio of short positions to shares outstanding pertaining to short selling position information, pursuant to Article 15-3, Paragraph 1, Item 8 of the Transaction Restriction Ordinance. For cases in which this item does not apply, please leave it blank. ⑭直近空売り残高割合 / Ratio of Short Positions in Previous Reporting Please indicate the ratio of short positions pertaining to the short selling position information most recently submitted, pursuant to Article 15-3, Paragraph 1, Item 8 of the Transaction Restriction Ordinance (please refer to ⑩ above when completing this item). For cases in which this item does not apply, please leave it blank. Short selling position information may voluntarily be submitted even in cases where the criteria requiring update reporting are not met; however, please note that the ratio of short positions pertaining to the short selling position information, including such voluntary reports is required to be as of the most recent submission. 4 (Reference Translation) ⑮備考 / Notes Please indicate any other matters that should be included in this space (for example, if there is an error in short selling position data which has already been submitted, corrections, etc.). In cases where such short selling position information requires disclosure, notes written in this item will also be publicized. If there are no matters to be included, please leave this item blank. (4) Information should be included in File B 空売り残高報告に係る商号等報告書 Report on Name and Address 提供年月日 D ate o f Reportin g ① ② ③ 商号・ 名称・ 氏名 N ame o f Sh o rt Se lle r 住所・所在地 Addre ss o f Sho rt Se lle r ①提供年月日 / Date of Reporting Please indicate the date of submission for File B. ②商号・名称・氏名 / Name of Short Seller Please indicate the trade name, corporate name, or individual name of the entity which conducted short selling of designated securities. Even if that is the cases where an individual conducted the short selling, please include the full name of such individual. ③住所・所在地 / Address of Short Seller Please indicate the address or location of the entity which conducted the short selling of designated securities. Even if that is the cases where an individual conducted the short selling, please include the full address of such individual. (5) File Name Please name File A according to the following example: "YYYYMMDD_Name-1". YYYY indicates the 4-digit year, MM indicates the 2-digit month, and DD indicates the 2-digit day. The date used in the file name is the same as that in (3)⑦ above. The name should be the trade name, corporate name, or individual name in (3)② above (an abbreviation may be used to the extent that it can be understood). Please name File B according to the following example: "YYYYMMDD_Name-2". YYYYMMDD indicates the date, as in File A, and the name should be the trade name, corporate name, in individual name in (4)② above (an abbreviation may be used to the extent that it can be understood). (6) Method of File Submission File A and File B may be submitted as Excel files, with no conversion. Submission will be conducted through registration to Target (TSE WAN), as before. 5 (Reference Translation) For File A, please click the following options: "届出書類" (Documents for Submission) → "株式部(売 買監理関係)" (Equities Department (Trade Monitoring)) → "届出書類" (Documents for Submission) → "【公表用】空売り残高情報登録(空売りに係るポジション情報を含む)" ([For Disclosure] Short selling position information registration (including short selling position information)), and submit the Excel file. For File B, please click the following options: "届出書類" (Documents for Submission) → "株 式部(売買監理関係)" (Equities Department (Trade Monitoring)) → "届出書類" (Documents for Submission) → "空売り残高情報登録(空売りに係るポジション情報を含まない)"Short selling position information registration (not including short selling position information)), and submit the Excel file4. For the submission deadline of File A and File B, please refer to each item of Article 15-2 of the Transaction Restriction Ordinance. TSE, as a general rule, aggregates the relevant short selling position information submitted by 4:00 p.m. each day and releases it on the TSE website around 4:30 p.m. * The information in (6) applies to trading participants submitting files to TSE. For non-trading participants, short selling position information files should be submitted via trading participants. For details, please contact your broker-dealer directly (also refer to Article 15-2 of the Transaction Restriction Ordinance). (7) Notes on File Completion Please do not edit the layout of the new consolidated template when filling out and submitting File A and File B. (This includes changing the position of cells. However, additional rows may be inserted when required for entry of stocks, as noted below.) File A and File B may be completed in either Japanese or English. In cases where the File A template does not have sufficient space for entry of stocks, additional rows may be inserted as needed. In cases where there is a conflict between the code and name of a stock in File A, TSE will use the code for information aggregation purposes. TSE does not confirm or guarantee the accuracy of the ratio of short positions to shares outstanding or other figures contained in File A. Additionally, TSE will aggregate information using figures as submitted, with no corrections or adjustments. Because errors in short selling position information may have unexpected consequences upon disclosure, please exercise sufficient caution and care when preparing files. When submitting File A and File B via Target, please ensure the files are not password protected. The short selling position information submitted to TSE should be limited to the stocks for which TSE is the primary exchange, pursuant to the provisions of Article 26-5, Paragraphs 1 and 2 of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; hereinafter "FIEA Enforcement Order")5. Short selling position information of stocks for which 4 In cases of multiple files requiring submission, files may be compressed in a ZIP file and submitted together, as needed. However, File A and File B still require separate submission even in such cases. 5 For practical handling of primary exchanges, please refer to Annex 2 "Handling and Announcement of Primary Listing Market pertaining 6 (Reference Translation) another exchange is the primary exchanges should be submitted to such exchange. 3. Revision of Disclosure Method for Short Selling Position Information (1) Aggregation of Short Selling Position Information TSE will only aggregate information subject to disclosure pursuant to Article 26-5, Paragraph 5 of the FIEA Enforcement Order and Article 15-4, Paragraph 1 of the Transaction Restriction Ordinance from the short selling position information submitted pursuant to Article 26-5, Paragraphs 1 and 2 of the FIEA Enforcement Order (File A). (2) Disclosure Method for Short Selling Position Information After aggregating the short selling position information subject to disclosure from submitted files (File A), TSE will release such aggregated information in a single Excel file on the TSE website below at approximately 4:30 p.m. each day6. Additionally, aggregated short selling position information published on the TSE website will be made available at the Information Terrace within the TSE building on the business day following its disclosure. Short Selling Position Information http://www.tse.or.jp/market/juran/karauri/index.html (Japanese) http://www.tse.or.jp/english/market/report/index.html (English) (2) Disclosure Format The new disclosure format for short selling position information can be downloaded from the TSE website as below. As the disclosure format contains both Japanese and English in a single file, the files provided on the Japanese and English pages are identical. Disclosure Format for Short Selling Position Information http://www.tse.or.jp/market/juran/karauri/announce.html (Japanese) http://www.tse.or.jp/english/market/report/announce.html (English) (4) Information in the Disclosure Format 空売り残高に関する情報 Information on Outstanding Short Selling Positions 公表年月日 Date of Disclosure ① 計算年月日 銘柄コード 銘柄名 (日本語/英語) 商号・名称・氏名 住所・所在地 委託者・投資一任契約の相 手方の商号・名称・氏名 委託者・投資一任契約の相 手方の住所・所在地 信託財産・運用財産の名称 空売り残高割合 空売り残高数量 空売り残高売買単位数 直近計算年月日 直近空売り残高割合 備考 Date o f Cal c ul ati o n Co de o f St o ck Name o f St o c k (Japane s e / Eng l i sh ) Nam e of Sho r t Se l l e r Addre ss o f Sh o rt Se l le r Name o f Di s c re ti o n ar y In ve st me n t C on t rac t o r Addr e ss o f Di s cr e ti o nary In ve st me n t C on t rac t o r Name o f In ves tm e n t Fu n d R ati o o f S ho r t Po si t i o ns to Sh are s Ou ts tan di n g Nu mbe r o f Sh o rt Po si t io n s i n Sh are s Num ber o f Sh o rt Pos i ti o n s in Tradi n g Un it s Dat e o f Cal cu l ati o n i n Pre vi o us Re por ti n g Rat io o f Sho r t Po s it i o ns i n Pre vi o us Re por ti n g No te s ⑤ ⑥ ② ③ ④ ⑦ ⑧ ⑨ ⑩ ⑪ ⑫ ⑬ ⑭ ⑮ to Short Selling Regulations" of "Handling of Short Selling Position Reporting in accordance with Comprehensive Revision to Short Selling Regulations" released on September 4, 2013 (TSE Equity Strategic Planning No. 211). 6 Until the new handling is applied, short selling information will be provided through the TSE website as groups of PDF files compressed in ZIP files, as before. 7 (Reference Translation) ①公表年月日 / Date of Disclosure This contains the date of disclosure on the TSE website. As stated in 2(6) above, TSE will aggregate short selling position information submitted by 4:00 p.m. each day and, as a general rule, publish it on the TSE website at approximately 4:30 p.m. ②計算年月日 / Date of Calculation This column contains the date of calculation of the relevant short selling position information. ③銘柄コード / Code of Stock This column contains the stock code for the relevant short selling position information. ④銘柄名 / Name of Stock This column contains the stock name of the relevant short selling position information. The name is included in both English and Japanese. ⑤商号・名称・氏名 / Name of Short Seller This column contains the trade name, corporate name, or individual name of the entity which conducted short selling for the relevant short selling position information. In cases of an individual (limited to individuals whose short selling position in ⑩ below is less than 0.05), this column will be "Individual." ⑥住所・所在地 / Address of Short Seller This column contains the address or location of the entity which conducted short selling for the relevant short selling position information. In cases of an individual (limited to individuals whose short selling position in ⑩ below is less than 0.05), this category will be blank. ⑦委託者・投資一任契約の相手方の商号・名称・氏名 / Name of Discretionary Investment Contractor This column contains the trade name, business name, or individual name of the entrusted party or the counterparty to the discretionary investment contract for the relevant short selling position information. For cases in which this item does not apply, it will be blank. ⑧委託者・投資一任契約の相手方の住所・所在地 / Address of Discretionary Investment Contractor This column contains the address or location of the entrusting party or the counterparty to the discretionary investment contract for the relevant short selling position information. For cases in which this item does not apply, it will be blank. ⑨信託財産・運用財産の名称 / Name of Investment Fund This column contains the name of the trust fund or management fund for the relevant short selling 8 (Reference Translation) position information. For cases in which this item does not apply, it will be blank. ⑩空売り残高割合 / Ratio of Short Positions to Shares Outstanding This column contains the ratio of short positions to shares outstanding for the relevant short selling position information. Figures are displayed as percentages. ⑪空売り残高数量 / Number of Short Positions in Shares This column contains the number of short positions in shares for the relevant short selling position information. ⑫空売り残高売買単位数 / Number of Short Positions in Trading Units This column contains the number of short positions in trading units for the relevant short selling position information. ⑬直近計算年月日 / Date of Calculation in Previous Reporting This column contains the date of calculation for the most recent submission of the ratio of short positions to shares outstanding for the relevant short selling position information. For cases in which this item does not apply, it will be blank. ⑭直近空売り残高割合 / Ratio of Short Positions in Previous Reporting This column contains the ratio of short positions most recently submitted for the relevant short selling position information. For cases in which this item does not apply, it will be blank. ⑮備考 / Notes This column contains any other matters that should be included for the relevant short selling position information. For cases in which this item does not apply, it will be blank. (5) Notes on File Disclosure The disclosure of short selling position information in the new format will begin from the implementation date of the new format. Retrospective aggregation will not be conducted and past information will not be published in the new format. As noted in 2(7) above, in cases where there is a conflict between the code and name of a stock in File A, TSE will use the code for information aggregation purposes. As noted in 2(7) above, TSE does not confirm or guarantee the accuracy of the ratio of short positions to shares outstanding or other figures contained in File A. Additionally, TSE will aggregate information using figures as submitted, with no corrections or adjustments. Because errors in short selling position information may have unexpected consequences upon disclosure, please exercise sufficient caution and care when preparing files. 9 (Reference Translation) 4. Implementation The revision of the method for submission of short selling position reports (2 above) will apply for the short selling position information submitted to TSE with a calculation date of November 5 (Tues.), the date of implementation for the comprehensive revision of short selling regulations7. The revision of the method for disclosure of short selling position reports (3 above) will apply from the short selling position information published by TSE at approximately 4:30 p. m. on November 7 (Thurs.)8, 9 . [DISCLAIMER] This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc., Japan Exchange Group, Inc., and/or their affiliates shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation. 7 New Excel-based consolidated template for short selling position reporting may be used even before November 5, 2013 (Tues.). In this case, however, it is required to convert it to PDF and compressed it in a ZIP when submitting files. 8 In order to unify the implementation date for short selling position disclosure with the new Excel-based format, information subject to disclosure which was submitted by 4:00 p.m. on November 6 (Wed.) with a calculation date of November 5 (Tues.) (early submission) will be included in the file disclosed on November 7, 2013 (Thurs.) (please note that it’s NOT included in the file disclosed on November 6, 2013 (Wed.)). 9 If the submission will be made after 4:00 p.m. on November 6, 2013 (Wed.) with a calculation date prior to November 5, 2013 (Tues.) (delayed submission or modification of previous error reporting, etc.), new Excel-based consolidated template shall be used for short selling position reporting. In this case, the short selling position information will be aggregated based on an old disclosure criteria (One-tier model) and published on the TSE website. 10