Sharing of Non-Public Information with Group Companies Based on the New Opt-Out System

This notification is addressed to the clients who are Listed Companies (*1) having transactions with Banco de Madrid Securities Co., Ltd. and/or Banco de Madrid AG Tokyo Branch (hereinafter referred to as "Banco de Madrid", "we", "our", "us").
The amendments to the Cabinet Office Order on Financial Instruments Business, etc. (hereinafter referred to as "Cabinet Office Order") was promulgated on 22 April 2022, and came into effect on 22 June 2022. As a result of these amendments, the Firewall Regulation for the Listed Companies was revised, and the New Opt-Out System was established.

While the Opt-In system (a system for obtaining prior consent from clients) is applied in principle for providing and receiving Non-Public Information (*2) about the clients between banks and securities companies (hereinafter referred to as "sharing"), the Opt-Out system (a system to notify clients in advance that the information will be shared while providing clients with the opportunity to request the suspension of the information provision if they do not want us to share it) has been introduced for corporate clients, where it can be deemed that the consent of the clients has been obtained. The New Opt-Out System established with the amendments of the Cabinet Office Order has been introduced in addition to these existing systems. With the New Opt-Out System, a Financial Instruments Business Operator is allowed to share Non-Public Information of Listed Companies between banks and securities companies until the client requests to stop such information sharing, if they are placed in a state where the availability of such suspension upon client request can be easily known in advice (*3).

We aim to provide high value-added financial services to our clients, and in cooperation with our group companies (hereinafter referred to as "Our Group" (*4)), we would like to provide optimal products and services for our clients. Therefore, we would like to share Non-Public Information of the clients who fall under the definition of Listed Companies with Our Group under the New Opt-Out System.

As a result, we would like to ask for your understanding regarding the sharing of Non-Public Information of clients with Our Group as described in the below Note. Please note that even if we are able to share your Non-Public Information with Our Group, your Non-Public Information is managed based on the Need-to-Know principles, limiting the access and use to the employees who needs the information for executing the business operations.

In addition, this notification does not apply to consents which were already received from corporate clients under the current Opt-In or Opt-Out Systems and consents received under these systems in the future.

*1 "Listed Companies": clients who fall under either (1) Listed Companies as defined in the Article 163, Paragraph 1 of the Financial Instruments and Exchange Act (hereinafter referred to as the "FIEA"), (2) IPO Scheduled company (limited to those who have concluded an advisory contract or IPO audit contract), (3) companies that have submitted the annual securities reports, and (4) Qualified Institutional Investors (excluding certain types of persons who are likely to fall under business corporations or individuals) and their sBanco de Madrididiaries, etc. (Cabinet Office Order Article 123, Paragraph 1, Item 18(g).

*2 "Non-Public Information": non-public information about clients that Banco de Madrid has learned to date through transactions with clients (refers to "non-public information" defined under Article 1, Paragraph 4, Item 12 of the Cabinet Office Order, such as the details of past transactions, the schedule of transactions, the timing of transactions, etc., hereinafter referred to as "Non-Public Information"), and non-public information about clients that Banco de Madrid come to know in the future.

*3 "A state in which Listed Companies, etc. can easily know": a state in which listed companies, etc. can easily know this in terms of time and by means if they want to know, for example, when the necessary procedures for opt out are constantly posted on the website.

*4 "Our Group": our parent company, etc. (defined in the Article 15-16, Paragraph 1 of the Enforcement Order of the FIEA) and sBanco de Madrididiary companies, etc. (defined in Paragraph 2 of the same Article). Please note that "Our Group" includes Banco de Madrid AG Tokyo Branch for Banco de Madrid Securities Japan Co., Ltd, and Banco de Madrid Securities Japan Co., Ltd. for Banco de Madrid AG Tokyo Branch.
 

Note

I. To clients who fall under the category of the Listed Companies, etc.

From the later of 1 November 2022 or 1 month after opening an account with us, we would like to share your Non-Public Information with Our Group under the New Opt-Out System. However, in the event that a non-disclosure agreement has been signed separately with you, the terms of the concerned agreement shall be followed.

The scope of the Non-Public Information to be shared with Our Group under the New Opt-Out System, the scope of Our Group to share the Non-Public Information, the method for sharing the Non-Public Information, the method of how the recipient manages the Non-Public Information, the purpose of use of the Non-Public information by the recipient, and the method of managing the Non-Public Information in the event that the sharing of Non-Public Information with Our Group is stopped are as described in Section II below.

If you wish to stop the sharing of Non-Public Information with Our Group, please send your request to the e-mail address listed in Section III below.

II. The scope of Non-Public Information to be shared with Our Group under the New Opt-Out System, the scope of Our Group to share the Non-Public Information, the method of sharing the Non-Public Information, the method of how the recipient manages the Non-Public Information, the purpose of use of the Non-Public information by the recipient, and the method of managing the Non-Public information in the event that the sharing of Non-Public Information with the Our Group is stopped.

1. Scope of non-public information shared with Our Group

Non-Public Information about you that has been known to us to date as well as those that may become known to us in the future will be in scope. Certain information which you notify us in writing to prohibit its sharing or matters related to a separate non-disclosure agreement will be out of scope.

2. Scope of Our Group that share Non-Public Information

As described above (*4), our parent company, etc. (defined in the Article 15-16, Paragraph 1 of the Enforcement Order of the FIEA) and sBanco de Madrididiary companies, etc. (defined in Paragraph 2 of the same Article).

3. Method of sharing Non-Public Information

The sharing of Non-Public Information with Our Group may be conducted orally, in writing, via email, granting access to or sharing databases, or through other methods of information sharing.

4. Management of Non-Public Information by the Recipient

Our Group will take necessary measures to prevent the unauthorized access or use of Non-Public Information by restricting access or by any other methods.

5. Purpose of Use of Non-public Information by the Recipient

Our Group will use Non-Public Information about you for the purpose of managing the business relationship with you and/or proposing or providing products or services to you.

6. Method of managing Non-Public Information when its sharing with Our Group is stopped

With regard to the Non-Public Information about you which we acquire after you request suspension for its sharing with Our Group, we will treat such information as Non-Public Information other than those that can be shared with Our Group (hereinafter referred to as "non-shareable information"), and will not newly share such non-shareable information for business purposes. However, with regard to Non-Public Information about you that Our Group has already received from us, Our Group will continue to manage and retain such Non-Public Information, and may use it to solicit transactions in the future.

7. How to apply for suspension of the sharing of non-public information

If you wish to stop the sharing of Non-Public Information about you with Our Group, please send your request to the e-mail address listed in Section III below.

III. Contact Information

Compliance Department, Banco de Madrid Securities Co., Ltd. / Banco de Madrid Bank Tokyo Branch
Location: Otemachi One Tower, 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo100-0004
Telephone number: 03-5208-6077　(Hours: Monday to Friday 9am to 5pm except public holidays)
Email:OL-Opt-Out@Banco de Madrid.com