Allocation, etc. of Offered Securities to Customers

UBS Securities Japan Co., Ltd.

UBSSJ, with respect to the underwriting business, responds to issuers’ various capital raising needs, perceives investors’ various needs and provides various relevant products which respond to market mechanisms.

When underwriting and handling primary or secondary offerings or conducting secondary offerings (“Offering”) of share certificates, etc. to reflect investor demand with respect to pricing, UBSSJ, as a basic principle, strives to understand demand trends and conduct appropriate Offerings and fair allocations.

UBSSJ ascertains the level of investor demand by book building and uses this information to adjust deal size and fair pricing. Paying attention to suitability rules, UBSSJ determines allocations taking into consideration degree of interest, the investor’s degree of knowledge regarding the risk of the products, relationship with UBSSJ, investment stance (whether long-term or short-term investment, whether it is likely to contribute to the formation of a smooth secondary market, etc.).

Because UBSSJ specializes in wholesale, share certificate or trust beneficiary securities of foreign stock at the initial public offering will not be allocated to individual clients.

UBSSJ decides on allocates from among those clients that have provided indications of interest during the book building, as well as those that have subscribed for allocation separately from the book building. Note, however, that if the quantity of share certificates, etc. that clients have indicated interest in and/or subscribed falls below the quantity of share certificates, etc. scheduled to be allocated, UBSSJ may allocate the residual share certificates, etc. to the clients that have not indicated interest in or subscribed the share certificates, etc., while taking such client’s trading relationship with UBSSJ into consideration.

If UBSSJ builds a book or allocates share certificates, etc. under the principles different from those indicated above, UBSSJ will notify to clients the change and grounds therefore.

UBSSJ complies with the Financial Instrument and Exchange Act and rules made by self-regulatory organizations. For instance, UBSSJ does not allocate share certificates, etc. in order to compensate investors’ losses or add to investors’ profits. UBSSJ stipulates in its internal rules that UBSSJ shall not allocate share certificates, etc. to:

1. any person/company designated by the issuing company in principle;
2. Employees of UBSSJ
3. anyone that provides special benefits to UBSSJ or anyone where an allocation would be viewed as socially unfair;
4. any association involved in organized crime or any member thereof, or anyone deemed harmful to society such as Sokai-ya;
5. a single client in an excessively concentrated fashion.
6. Additionally for IPO shares UBSSJ shall not make unfair allocation, e.g. a purchase of another financial instrument to be conditioned, etc.

UBSSJ has made internal rule for proper allocation and makes efforts to comply with. 

If it is ascertained that clients are identified to be one of the above defined persons, UBSSJ will not accept indication of interest in, or subscription for the share certificates, etc.

In addition, UBSSJ, without delay, provides clients’ demand/allocation information (as defined below) to issuers, etc. of share certificates, etc. (an issuer or seller appointed as a result of discussion between an issuer and the representative lead manager) through representative Lead Manager in compliance with Japan Securities Dealers Association’s allocation rules and UBSSJ’s internal rules. With regard to the information 1 below, the clients are able to declare a refusal of providing client’s name in accordance with the above rules. Please inform your sales contact person at UBSSJ so if you wish to opt for the refusal.

1. Information on the client names who participated in Road Shows, estimated stock price among the opinions given by those clients, and intention of participation for primary offering or secondary offering and other information that can be recognized as reference when UBSSJ is making a decision for provisional conditions
2. Client names conducted bookbuilding and Information on demand price and quantity for shares, etc. that those clients claimed
3. Client names (excluding individual clients) who were allocated the shares etc. when underwriting is made and information on quantity of shares etc. allocated to those clients.

Pursuant to UBSSJ’s internal rules, we will provide the issuer of the share certificates, etc. via the lead managing underwriter with the information on the names of customers (except for individual clients) who received the distribution of the share certificates, etc. and the quantity of the share certificates, etc. distributed to those customers.

Based on the above basic policy, UBSSJ contributes to smooth corporate fund raising and to the development of security markets through fair allocations.

End