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Detailed Changes since April 1994 (including Proposed Changes)

Japan

The main regulatory changes affecting multinational offers in Japan from the end of April, 1994 to the end of July, 1996 are the following.

1. Reduce the disclosure burden for foreign issuers

In December of 1994, Ministry of Finance issued the ministerial ordinance announcing that foreign issuers may:

(a) omit Japanese translation of their annual reports which had been required in previous periods, and
(b) submit just the selected information regarding articles of incorporation, trend in the foreign exchange rate, outline of domestic legal systems, etc., summery of shareholding, etc. in Japan, history of the company, etc. in their securities reports, of which detailed information were required in prior periods.

2. Ease restrictions on the shelf registration

By amending ministerial ordinances in June of 1995 and April of 1996, Ministry of Finance eased restrictions on the shelf registration. Companies may take advantage of the shelf registration, if the following conditions are met:

(a) Companies have disclosed their securities report for one year (in previous periods, three consecutive years), and

(b) Either of the following conditions is met.

(1) The amount of buying and selling the securities in secondary markets is ten billion yen (in previous periods, a hundred billion yen) and over, and the gross amount of market price of the securities is ten billion yen (in previous periods, a hundred billion yen) and over.

(2) The gross amount of market price of the securities is twenty-five billion yen (in previous periods, five hundred billion yen) and over.

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