35
The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information. J J a a p p a a n n M M a a r r k k e e t t P P r r o o f f i i l l e e

Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

  • Upload
    others

  • View
    4

  • Download
    0

Embed Size (px)

Citation preview

Page 1: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

JJaappaann MMaarrkkeett PPrrooffiillee

Page 2: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Table of Contents

1. Market Information - Japan.......................................................................................................................... 1

- Japan Market Summary & Highlights...................................................................................................... 1 2. Subcustodian Information - BTMU............................................................................................................... 4

-BTMU Profile............................................................................................................................................ 4 -Sub custodian financials .......................................................................................................................... 4 -Web-based Service.................................................................................................................................. 4 -Insurance.................................................................................................................................................. 5 -BTMU compliance and audit .................................................................................................................... 5

3. Market Instruments ...................................................................................................................................... 7 -Stock exchanges...................................................................................................................................... 7 -Clearing House ........................................................................................................................................ 8 -Regulators................................................................................................................................................ 9 -Investor Protection Funds ........................................................................................................................ 9

4. Central Depositories .................................................................................................................................. 10 -JASDEC ................................................................................................................................................. 10 -BOJ ........................................................................................................................................................ 11

5. Qualifications of Account Management Institutions................................................................................... 13 Outline of Qualifications for investing Japanese securities..................................................................... 13

6. Securities Settlements ............................................................................................................................... 15 -Trade Settlements.................................................................................................................................. 15 -Reporting................................................................................................................................................ 17 -Buy-in procedures .................................................................................................................................. 17 -Turnaround trading................................................................................................................................. 17

7. Registration................................................................................................................................................ 18 -Registration ............................................................................................................................................ 18 -Book entry JGB ...................................................................................................................................... 18

8. Regulations and Restrictions ..................................................................................................................... 19 -Foreign Ownership Restrictions, Limits & Disclosure Requirements..................................................... 19 -Substantial Shareholding Reporting (5% rule)....................................................................................... 20 -Direct Inward Investment Restriction ..................................................................................................... 20 -Restrictions on short selling of stocks.................................................................................................... 21 -Anti-Money Laundering and Anti-Terrorist Finaning .............................................................................. 21

9. Corporate Action & Taxation...................................................................................................................... 22 -Entitlement: ............................................................................................................................................ 22 -Information source: ................................................................................................................................ 22 -Response Monitoring for Voluntary Corporate Action Events ............................................................... 22 -Event details........................................................................................................................................... 22 -Taxation.................................................................................................................................................. 25

10. Cash Clearing ............................................................................................................................................ 31 -Currency................................................................................................................................................. 31 -Cash Clearing Systems (External Payment).......................................................................................... 31 -Market Practice ...................................................................................................................................... 31

11. Notification on Risks and Fees for our Custody Services.......................................................................... 32

Page 3: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

1

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

1. Market Information - Japan

- Japan Market Summary & Highlights

Settlement Cycle T+3 (negotiable) * *T+2 settlement for JGB was introduced in April 2012, but non-resident transactions are exempt.

Cash Japanese Yen (JPY) Local Time 9 hours ahead of GMT Regulators Japanese Financial Services Agency (JFSA)

Bank of Japan (BOJ)

Depositories Japan Securities Depository Center (JASDEC) for stocks, CB, Corporate Bonds, and ETF Bank of Japan (BOJ) for JGB

Clearing & Safekeeping JASDEC DVP Clearing Corporation (JDCC) Japan Securities Clearing Corporation (JSCC) Japan Government Bond Clearing Corporation (JGBCC)

Market Restrictions For details, Please see 8. Regulations & Restrictions. ⋅ Foreign Ownership Limitation Restriction ⋅ Substantial Shareholding Reporting (5% rule) ⋅ Direct Inward Investment Restriction ⋅ Restrictions on short selling of stocks

Recent Market Reform Next-Generation RTGS Next-Generation RTGS is BOJ’s project aimed to further increase safety and efficiency of the large-value funds settlement in Japan. The project is intended to 1) Introduce liquidity-saving features to BOJ current account RTGS settlement (completed in October 2008) and 2) Shift settlement of large-value payments equal to or larger than 100 million yen to RTGS settlement from the Zengin System, which is a batch/net settlement system (completed in November 2011). Dematerialization of listed shares On January 5th, 2009, dematerialization of listed shares was realized. This reform has greatly improved the efficiency and safety of securities settlement and was the final phase of the market reforms towards completion of electronic processing of securities in Japan. Expansion of tax-exempt treatment on bond investments by overseas investors The FY2010 Tax Reform brought a new Japanese Bond Income Tax Exemption Scheme (JBIEM), enabling tax exemption on interest and redemption gains from corporate bonds, etc. in book-entry form held by qualifying non-residents under certain conditions. The JBIEM scheme is a temporary tax measure expiring on March 31st, 2013, if not renewed by then. As for the permanent tax-exemption measures on JGBs and municipal bonds held by-non residents, simplified application procedures has become available. In addition, as of 1st April, 2011, the scope of Japanese Bond Income Tax Exemption Scheme (JBIEM) was expanded to include income and investors such as: - Revenue from Sukuk (Islamic equivalent bond) issued in Japan and held by non-resident investors - Overseas pension trust fund* - Overseas limited partnership (voluntary partnership such as LPS)* (upon meeting the relatively simple filing requirement of the names of the general partner and limited

Page 4: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

2

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

partners) The FY2012 Tax Reform further introduces following procedures: - If pass-through trust, other than overseas pension trust, have their JGB or Corporate bond entered or recorded in the transfer account book of sub-custodians, the trustee can submit the application forms to the tax office directly, not through sub-custodians. - Although tax exemption does not apply to interest earned on a corporate bond if the interest amount is linked to the profit of the issuer or its affiliates, tax exemption is applicable to the interest arising from Japanese Revenue Bond issued by 100% subsidiaries of certain local government institutions as defined in the Earthquake Reconstruction Zones Law, limited to non-secured bonds by local government. Note: applicable for an interest income from book-entry bonds for an interest calculation period starting on or after April 1st. 2012. Introduction of fail charges Although a system to accommodate fails in the JGB settlement was introduced in January 2001, which had not been market practice. It is thought to be one of the factors that caused serious troubles in the settlement market at the Lehman Shock era, when fails were unavoidable. Fail charges were introduced as from November 1st, 2010 to establish the procedure of handling fails, and thus prevent possible market confusion when fails occur. The scope of fail handling procedure has been expanded to include DVP settlement trades settled on the trade dates and the transactions done in overseas markets, in addition to BOJ-Net DVP transactions. T+2 settlement for JGB T+2 settlement was introduced in April 2012, but non-resident transactions are exempt. The discussion on T+1 settlement would officially resume in the second half of FY 2012 (i.e. October 2012 to March 2013). Shortening of the settlement cycle of JGB trades by Non-residents might follow in the future. Establishment of CCP for OTC derivative transactions Based on the experience that counter-party risk emerged and the trading volume of CSD or other financial instruments shrank in the financial crisis, relevant infrastructure and regulations are being streamlined and/or established in various countries which include the mandatory use of CCPs for clearing OTC derivative transactions. In Japan, a bill was enacted for amendment of the Financial Instruments and Exchange Act, etc. in May 2010 and it is scheduled to become mandatory to clear OTC derivatives through CCP (centralized clearing) from November 2012. Japan Securities Clearing Corporation (JSCC) established a CCP for CDS on 19 July 2011 and a CCP for IRS on 9 October 2012. Special Income Tax for Reconstruction The proposed measure of the surtax on income called “Special Income Tax for Reconstruction” as an important revenue-raising measure for the Great East Japan Earthquake has been approved by the Diet. The surtax on income tax, such as dividends and interests are calculated by multiplying the original income tax rate with 2.1 %. Note: applicable to dividends and interests payable on or after January 1st. 2013. Replacement of IT system of JASDEC Japan Securities Depository Center, Inc. (“JASDEC”) plans to replace its system device and revise its existing system infrastructure, aiming for launch in January 2014 to improve efficiency, credibility and convenience for its users. To introduce an open system and to implement ISO20022 in compliance with the international standard and to introduce SWIFT-Net. JASDEC will introduce “Tolerance Matching” to settlement matching on Pre-Settlement Matching System (PSMS) for non-residents’ transactions and the tolerance amount limit will be within JPY 100 for all types of securities.

Page 5: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

3

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Japan Exchange Group (Merger of TSE and OSE) Tokyo Stock Exchange, Inc. (TSE) and Osaka Stock Exchange, Inc. (OSE) are going to merge in January 2013 and set up a holding company, Japan Exchange Group (JPX), will be established and there will be 4 subsidiaries (TSE (Cash Equity Market)/ OSE (Derivatives Market)/ JSCC (Clearing Organization)/ TSE Regulation (Self-regulatory Organization) established under the holding company. 4 subsidiaries will be set up within 2013. The first issue on TOKYO PRO-BOND Market The TOKYO PRO-BOND Market is to serve as a new bond market for professional investors under the revision of the Financial Instruments and Exchange Act in 2008 that provides a legal framework for the establishment of markets intended solely for financial professionals. In April 2012, ING Bank N.V. launched the first program listing and the first individual bond was issued under this program.

Page 6: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

4

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

2. Subcustodian Information - BTMU

-BTMU Profile

The Bank of Tokyo Mitsubishi UFJ, Ltd. (BTMU) Our service: BTMU provides full range custody service and we are the industry leader for more than 50 years. For its contribution, BTMU was awarded “Top Rated” for the ninth consecutive year in Global Custodian Magazine's annual agent bank review and Sub-custodian of the year for Japan 2011 by Global Investors Magazine. Location:

Custody Cash Clearing Main Operation Site Hamamatsu-cho, Tokyo Nihonbashi, Tokyo Back-up Site Osaka *

* dual operation Otemachi, Tokyo Ikejiri, Tokyo Osaka

Transaction Marketing Office which Relationship Managers (RM) belong: 1-3-2, Nihonbashi Hongoku-cho, Chuo-ku, Tokyo 103-0021, Japan BTMU’s 2nd custodian operation site in Osaka is equipped with the same infrastructure as the main site in Tokyo. The on-line connection to the CSDs (BOJ and JASDEC) is also maintained from both sites. Since both sites share the same host machine with an emergency back-up, the same contents are shown on the terminals of both sites.

-Sub custodian financials BTMU JGAAP financials results (Non-consolidated) as of Fiscal Year-end March 31st, 2012:

USD(millions) Total Assets 1,964,246 Total Equity 89,360

(US$=JPY82.19) Ratings

Long-Term Aa3 Moody’s Short-Term P-1 Long-Term A+ S&P Short-Term A-1 Long-Term A FITCH Short-Term F1

-Web-based Service

WEBINQ: BTMU provides web-based inquiry service for its Yen Custody client base and it enables clients to monitor holding positions, settlement statuses and corporate action events of their accounts, via internet. DUO BTMU offers a web based real time cash management service (DUO), which enables its clients to monitor and inquire their account balances for up to three months back and credit/debit full information.

Page 7: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

5

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

-Insurance

BTMU maintains banker’s blanket bond insurance, which covers all risks normally conceivable in the course of banking business inclusive of custody services covering losses on premises and losses while transit by mail, messengers, armed car and losses due to misplacement. The following cases are excluded from coverage: willful misconduct, war, seizure, act of any government, nuclear contamination, etc. The coverage is provided by a syndicate of insurance companies managed by the Tokio Marine & Nichido Fire Insurance Co., Ltd.

-BTMU compliance and audit

Governmental Audit: The bank law authorizes the Japanese Financial Services Agency (JFSA) to audit banks in Japan. Such audits are conducted with a very short advance notice by officials from the Inspection Bureau of the JFSA. Furthermore, the Bank of Japan (BOJ) conducts an on-site examination on the Bank similar to that undertaken by JFSA. Notice is served to the examiner’s visit, which is conducted for the purpose of checking day-to-day operations and giving pertinent advice. Their reports are shared with the BTMU’s Board of Directors. External Audit: External auditors perform an audit on BTMU every year. In addition, they conduct an individual SSAE16 audit on the BTMU’s custody operations on an annual basis. The BTMU’s external auditor is Deloitte Touche Tohmatsu. Internal Audit: Transaction Services Division has implemented a system of "Risk Self Assessment", which uniformly applies to every division and an office of BTMU. The area of coverage consists: 1) Physical Check, Account Reconciliation, 2) Internal Control, 3) Information Security and 4) Priority Items. Assessment is regularly carried out by officers assigned by General Manager. In instance where any problem or deflect is detected, a “self assessment finding response/feedback memo” is prepared and reported to the Chief Manager in charge of the relevant line of business, who is responsible to take remedial action and feed this back to the assessor. This memo is forwarded to the General Manager. The Internal Audit & Credit Examination Division** performs evaluation of this Risk Assessment of each division at least once a year and draws up its annual & 3-year internal audit plans. **Internal Audit & Credit Examination Division, the division in charge of internal audit at BTMU, is organizationally and physically separated from other divisions to secure independency. Vault Audit: After the dematerialization of listed shares implemented in January 5th, 2009, most of the physical securities have become dematerialized except for unlisted/ delisted shares, etc. Although the remaining small amount of physical securities do not move frequently, BTMU conducts a monthly investigation on the movement of physical securities which are in the vault and an annual investigation on the balance of the securities in vault. Electronic Data Processing: System access is restricted and sustainability is enhanced by the following controls:

Physical Access: The EDP room and the securities processing room are locked, and only authorized personnel are admitted. Card key access is necessary to enter into these areas. The location of the EDP room is known only to the authorized personnel. Password Assignment: IDs & Passwords for various terminals are assigned only to the authorized personnel, who are given an individual ID & password. All IDs & passwords are registered and are kept confidential and strictly controlled. Passwords are changed once in every three months. Levels of System Access: System access levels are segregated according to the authorization levels. System access rights are entitled to the users based on each user’s designated functions, e.g., system administration or processing operations, maker or authorizer, & etc., which are strictly separated and controlled.

Page 8: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

6

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Business Continuity: Transaction data are backed up in magnetic tapes on a daily basis and are kept at a computer center in a vault. A crisis management manual is developed and regularly tested to continue business process in case of a disaster.

Deloitte Touche Tohmatsu performs EDP audit as part of their annual audit. EDP is also subject to the audit by BTMU’s internal system audit, which is also conducted on a yearly basis. Event Management: The BTMU has guidelines for the overall crisis management that covers a wide range of crisis types. Documented in a Crisis Management Manual, the organization, the line of command, and the concrete counter measures by possible crisis scenarios are put in place in order to effectively respond to a crisis situation. Recovery of custody operations in a disaster incident is stated as the highest priority, or “Tier 1-A”, under the custodian’s Crisis Management Manual governing the whole of BTMU. After March 11th, 2011, BTMU has established a new site in Osaka in order to prepare for any crisis situation which may occur in the future. We are planning to expand service coverage and run a full dual operation site within a few years. (For custody, currently matching and settlement process is conducted under dual basis.)

Page 9: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

7

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

3. Market Instruments

-Stock exchanges

There are 5 stock exchanges in Japan. The largest is the Tokyo Stock Exchange (TSE), which was established in 1878 and trading accounts for 95.9 % of total turnover in Japan. TSE became a stock company as from November 1st, 2001 and is supervised by the Japanese Financial Services Agency (JFSA). All trading is conducted electronically. The TSE lists Stocks, Bonds, CBs, Exchange Traded Funds, and Derivative Products.

Exchanges Tokyo Stock Exchange (TSE) Osaka Securities Exchange (OSE) Nagoya Stock Exchange (NSE) Fukuoka Stock Exchange (FSE) Sapporo Stock Exchange (SSE)

Capitalization (TSE) JPY 11,500 million as of March 2012

Trading Hours (TSE) Monday - Friday 9:00 a.m. – 11:30 12:30 p.m. - 3:00 p.m.

Number of Listings (TSE) 2,286 (as of April 30th, 2012) (2,275 domestic and 11 foreign stocks)

( as of end of March 2011) (JPY billion)

Exchange Ownership Capital Listing Governance Market

Tokyo Stock Exchange, Inc. Stock Corporation 11.5 N/A

General meeting of shareholders, Board of Directors, Articles of Incorporation, Rules & Regulations

Mothers TOKYO PRO

Osaka Securities Exchange Co., Ltd.

Stock Corporation 4.72 April. 2004

General meeting of shareholders, Board of Directors, Articles of Incorporation, Rules & Regulations

New JASDAQ (Former JASDAQ, NEO, Hercules)

Nagoya Stock Exchange, Inc.

Stock Corporation 1.00 N/A

General meeting of shareholders, Board of Directors, Articles of Incorporation, Rules & Regulations

Centrex

Fukuoka Stock Exchange Membership Organization 0.03 N/A

General Assembly of Members, Board of Directors, Articles of Incorporation, Rules & Regulations

Q-Board

Sapporo Securities Exchange

Membership Organization 0.013 N/A

General Assembly of Members, Board of Directors, Articles of Incorporation, Rules & Regulations

Ambitious

In November 1999, TSE established “Mothers” market, a new market segment for high growth and emerging stocks. In May 2001, Nasdaq Japan was also established for these stocks by the alliance with OSE. However, its partnership was ceased in October 2002 and Nasdaq Japan suspended its operation, changing its name as “Hercules” effected from December 16th, 2002. As of May 29th, 2009, TOKYO AIM received a license to operate a stock exchange from Japanese Financial Services

Page 10: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

8

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Agency (“JFSA”). As a result, it started operations and began to process formal applications from market participants to become Nominated Advisors (J-Nomads) effected from June 1st, 2009. *The Tokyo Stock Exchange Group, Inc. (“TSE”) acquired remaining 49% shares of TOKYO AIM, Inc. (“TOKYO AIM”) currently held by the London Stock Exchange plc, effected from March 28th, 2012 and plans to integrate TOKYO AIM into the Tokyo Stock Exchange from July 1st, 2012 and re-brand the TOKYO AIM market as ‘TOKYO PRO Market’. In April 2010, OSE and Jasdaq have merged. In accordance with this merger, New “JASDAQ” market was newly formed through integration of Hercules of OSE and two emerging markets of Jasdaq, JASDAQ and NEO, and began its trading at the Osaka Securities Exchange on October 12th, 2010. In November 2011, TSE and OSE officially announced that they will integrate their operation from January 1st, 2013, subject to the approval of concerned authorities. The Tokyo Stock Exchange Group, Inc. (“TSE”) integrated TOKYO AIM, Inc. (“TOKYO AIM”) effective July 1st, 2012 and re-branded it as “TOKYO PRO Market” to create a new market in TSE. At the same time, TOKYO PRO-BOND Market for professional investors made a new start in TSE. With this integration, TSE will be able to provide a risk capital market flexibly tailored for professional investors as well as the existing market for the general investors.

-Clearing House There are three securities clearing houses in Japan: ・ Japan Securities Clearing Corporation (JSCC) ・ JASDEC DVP Clearing Corporation (JDCC) ・ Japan Government Bond Clearing Corporation (JGBCC) Only JDCC is relevant for settlement of foreign investors’ trades. JSCC provides unified, cross-market clearing services for equity and fixed income products traded on all stock markets and TSE derivative markets. The main functions of JSCC are: assumption of obligations from participants, cross-market netting, settlement instruction, and settlement guarantee. Trades cleared by JSCC are settled on a Net-Net DVP basis at JASDEC for stocks and non-JGB bonds, and on a gross-gross DVP basis via RTGS at BOJ for JGBs. As the scope of clearing is on exchange trades, JSCC is not relevant to foreign investor trades. JDCC, a JASDEC subsidiary, acts as central counterparty in a Gross=Net DVP system for non-exchange trades on equities and corporate bonds handled by JASDEC. JGBCC commenced operation as the central counterparty for JGB transactions from May 2005. As a platform for clearing, all three clearing houses utilize the Bank of Japan Financial Network System (BOJ-NET), the BOJ’s online system for the transfer of funds and JGBs. Chart: Summary of Clearing Houses in Japan

Date of Establishment (Business

Commencement)

Capital (JPY billion)

Shareholders Securities Handled <DVP Model:

Securities=payment>JSCC July 1st, 2002

(January 14th, 2003) 4.85 TSE 87.7%;

Osaka 11.5%; Nagoya 0.6%; Fukuoka 0.04%; Sapporo 0.04%; others 0.12% (Cash Equity Only)

Equities, etc. <Net = Net>

JGBs (exchange trade at TSE, OSE, NSE

only) <Gross = Gross

(RTGS)> JDCC June 6th, 2003

(May 17th, 2004) 1

JASDEC (100%) Equities, etc. (book-

entry) <Gross = Net>

JGBCC October 17th, 2003 (May 2nd, 2005)

2.474 31 companies (banks, securities companies,

etc.)

JGBs (OTC) < Gross = Gross

(RTGS)>

Page 11: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

9

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Under the Japanese Securities and Exchange Law, JFSA, as the authority delegated by the Prime Minister, has continuing supervisory authority over all clearing organizations in Japan.

-Regulators The Japanese Financial Services Agency (JFSA) ensures regulatory compliance in the securities industry. The stock exchanges are organized according to the Securities Exchange Law and licensed by the JFSA. The JFSA also regulates the JASDEC jointly with the Ministry of Justice. The Bank of Japan (BOJ) is the central bank of Japan and supervises banks and regulates the foreign exchange and money markets. Securities and Exchange Surveillance Commission (SESC) monitors securities related activities including issuing companies, securities brokers, and investors.

-Investor Protection Funds The Japanese stock exchange(s) have a settlement guarantee fund managed by JSCC. JSCC took over the obligations related to the cross-market clearing of trades executed on the stock exchanges on January 14th, 2003. As a result, the previous Default Compensation Reserve Funds (breakdown provided below) are now reserved to ensure stability of JSCC's clearing operation, i.e. settlement-of-accounts performance guarantee. To avoid corporation tax that would be incurred if these Funds were transferred to JSCC, it was decided that the Funds would continue to be held at the respective exchanges. A contract to this effect was executed between the relevant parties. As of April 2011 (JPY million) Tokyo Stock Exchange 6,926 Osaka Securities Exchange 3,569 Nagoya Stock Exchange 303 Fukuoka Stock Exchange 41 Sapporo Securities Exchange 18 TOKYO AIM+PTS 210 (Total) (11,067)

Before using the above funds, JSCC maintains an agreement for over-draft for providing short-term liquidity with six exchanges respectively, as JSCC is obliged to complete settlement without delay even on a day a default happens. In addition, JSCC is entitled to suspend the delivery of securities and funds to the defaulting participant and compensate losses using the suspended securities and funds. JSCC reimburses to the banks by turning the suspended securities and funds of the defaulting participant into cash. When the suspended securities and funds are insufficient for the reimbursement, the loss is compensated by the following order: 1. Defaulting participant's deposits to Clearing Fund and other deposits 2. Default Compensation Reserve Fund contributed by market providers 3. In case of a deficiency, JSCC bears the loss up to the amount equivalent to the amount of its shareholders' equity

(except for JSCC's capital and statutory reserves.) 4. In case of JSCC incurs a loss, which is not satisfied pursuant to provisions 1-3 above, JSCC may recover the

remaining deficit by collecting a 'Special Clearing Charge'

Page 12: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

10

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

4. Central Depositories

Central depositories in Japan are: Japan Securities Depository Center Inc.(JASDEC) for equities, CBs and Corporate Bonds, and Bank of Japan (BoJ) for JGBs.

Depository Ownership

JASDEC Established in 1984 under the CSD law, JASDEC changed its legal status in 2002 from a non-profit foundation structure to a stock corporation.

Bank of Japan Under the Bank of Japan Law, BOJ must be owned by the Japanese government at least by 55%. The remaining 45% is held by non-government entities.

Japan Securities Depository Center-JASDEC As of January 5th, 2009, listed shares have become fully dematerialized and this has brought an end to the market reforms towards the completion of electronic processing of securities in Japan. The JASDEC book-entry transfer system for shares, under The Act on Transfer of Bonds, Shares, Etc., has eliminated physical share certificates of all listed companies, and the handling of shareholders’ rights – its creation, transfer and elimination – now takes place in non-physical form in accounts opened by JASDEC, custodians as well as brokers in Japan. Other book-entry systems for corporate bonds etc, and for foreign shares are operated similarly by JASDEC.

1. Address

5th Floor, Daini Shoken Kaikan Building, 1-1,Nihombashi Kayaba-cho 2-chome, Chuo-ku, Tokyo

2. Brief history

Established and started operations in December 1984 under a permit granted by the Ministry of Finance and Ministry of Justice. Depository services began in 1991.

3. Governing law The Act on Transfer of Bonds, Shares, Etc. (The Act)

4. Regulator Minister of Justice and the Prime Minister, who delegates most of its regulatory powers to the Commissioner of Financial Services Agency.

5. Type of Entity Currently a non-profit foundation, which decided to move to a joint stock company effective from June 17th, 2002. Changed its legal status in 2002 from a non-profit foundation structure to a joint stock company. JASDEC entrusts part of the depository operations to Japan Securities Clearing Corporation (JSCC), which is owned by all six exchanges in Japan with Tokyo Stock Exchange being the largest shareholder.

6. Eligible instruments Equities and convertible bonds (CBs) listed on stock exchanges and OTC markets and non-JGB bonds and Exchange Tradable Funds (ETFs) and REITS

7. Participation obligation Participation in the securities depository and book-entry transfer system in Japan became mandatory for listed companies upon dematerialization of shares in Japan 2009..

8. Number of participants 304 participants (Book-Entry Transfer System for Stocks, etc.) as of May 2012, consisting of securities companies, stock exchanges, banks, trust banks etc.

9. Safekept securities As of March 31st, 2011, JASDEC safekeeps: ・ Stocks: 406.6billion shares ・ Convertible Bonds (CBs): JPY 959.7 billion,; ・ Preferred investment securities: 708 thousand units; ・ Beneficiary certificates of ETFs: 2,339 million units; and ・ Certificates of REITs: 16million units.

10. Dematerialization As of January 5th 2009, listed shares have become fully dematerialized and this has brought an end to the market reforms towards the completion of electronic processing of securities in Japan.

11. Financial information JPY 21.1 billion Net Assets as of March 31st, 2011.

Page 13: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

11

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

12. Participants’ eligibility By the Act, securities companies, banks, securities finance companies and other entities, which have been designated by the Competent Ministers, are eligible to apply for participation in JASDEC. At present designated entities include Norin Chuo Kinko, Shoko Kumiai Chuo Kinko, credit unions, Rodo Kinko, insurance companies, stock exchanges and Japan securities Clearing Corporation, etc.

13. Participants’ requirement to segregate client assets

Under the Act, JASDEC keeps the deposited securities per participants’ accounts. However, it maintains a register of each participant account in which the shares owned by the participant and its customers are segregated. Each participant is also required to maintain a ledger of customer accounts to keep beneficial shareholders records in house.

14. Insurance

JASDEC’s current insurance program covers the loss of securities in the following cases: Fire, robbery burglary; misplacement, unexplainable disappearance; erroneous transactions; forgery or alternation; dishonest or fraudulent act of employees and/or any insiders; and computer crime. Under this program, loss arising from the following may not be covered: earthquakes and fires following earthquakes; volcanic eruptions, tsunamis and other national disasters; and riots, vandalism, strikes and other labor disputes. JASDEC maintains comprehensive insurance for a total amount of JPY 11 billion held with Nissay Dowa General Insurance Co.

15. Guarantee fund JASDEC does not set up specific guarantee funds. Instead, JSCC manages Default Compensation Reserve Fund. The fund is designed for the purpose of guaranteeing settlement between members of stock exchanges and therefore, not accessible to either local or foreign investors.

16. Audit JASDEC conducts internal audit once a month for their vault and once a year for their business procedure. JASDEC is subject to an external audit conducted by Misuzu Audit Coopers, which is a network firm of Pricewaterhouse Coopers.

BOJ Today, nearly all JGBs are held in the BOJ’s Book-entry System, which was first introduced in 1980 under the Bank of Japan Law in order to streamline the delivery procedures of JGBs and to reduce the operational burden of participants. In January 2003, the Law Concerning Book-Entry Transfer of Corporate Bonds, Etc. came into effect to a new book-entry transfer system, making JGBs paperless. As of the end of March 2008, 99.98% of outstanding JGBs as well as 100% of new issues have been dematerialized, which means that JPY 789 trillion is kept in the BOJ’s Book-entry System. The remaining JGBs are held in either physical or registered form.

1. Address 2-2-1, Nihombashi Hongokucho, Chuo-ku, Tokyo 2. Brief history

Founded in October 1882. JGB book-entry system began in February 1980, and BOJ-Net JGB service (online system for JGB book-entry system) in May 1990.

3. Governing law The Bank of Japan Law 4. Regulator Financial Services Agency with delegated power from the Prime Minister and the

Minister of Finance. 5. Type of Entity: A central bank in Japan, which is jointly owned by the government (55%) and private

sector (45%). 6. Eligible instruments: Japanese Government Bonds (JGBs), Treasury discount Bill (*)

7. Participation obligation The use of BOJ is mandatory for JGBs in both registered and book-entry forms. To hold book-entry JGBs, non-resident investors who intermediate the clients’ positions are required to obtain Foreign Indirect Participant (FIP) status from the BOJ, and have custodian institution(s) be designated as a Direct Participant to maintain investors’ accounts in the book-entry system.

8. Number of participants 295 direct participants, 1,011 indirect participants and 125 foreign indirect participants (FIPs) are utilizing the JGB book-entry system as of March 30th, 2012.

9. Safekept securities JGBs of JPY 111.8 trillion are deposited with BOJ-Net book-entry system as of December 30th, 2011.

Page 14: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

12

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

10. Dematerialization The Law Concerning Book-Entry Transfer of Corporate Bonds, Etc. came into effect in 2003 to a new book-entry transfer system, making JGBs almost fully paperless. 99.98 % of outstanding JGBs as well as 100% of new issues have been JGBs held in BOJ-Net book-entry systems as of the end of March 2008.

11. Financial information As of end of March 2011, BOJ has total assets of approximately JPY 142.4 trillion, and maintains JPY 2.68 trillion of internal reserves (legal reserve and special reserve).

12. Participants’ eligibility Financial institutions (Banks, Brokers, Foreign Institution etc.) conducting transactions using BOJ current account and being engaged in operations of book-entry JGB settlement are qualified for participating in BOJ-Net.

13. Participants’ requirement to segregate client assets

Participant is required to maintain clients’ assets segregated from its own assets at BOJ level. Clients’ assets are held in a commingled account at BOJ, but the participant needs to maintain a ledger per beneficiary.

14. Insurance BOJ does not maintain insurance. However, BOJ maintains 2.68 trillion yen of internal reserves (legal reserve and special reserve) at the end of March 2011 and JPY 52,140 million of net income for fiscal year 2011.

15. Guarantee fund BOJ does not set up specific guarantee funds. 16. Audit BOJ’s Executive Auditors inspect the business of BOJ, who are appointed by the

Cabinet and shall not be dismissed against their will. BOJ’s internal auditor’s office conducts examinations of the operations under the JGB book-entry system.

Page 15: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

13

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

5. Qualifications of Account Management Institutions

Outline of Qualifications for investing Japanese securities Foreign intermediaries are required to be approved and qualified by the related Japanese regulators and depositories prior to holding Japanese securities under certain conditions. The statuses applicable to foreign intermediaries and respective governing laws are shown below.

Type of Security Status Governing Law Regulatory BodyAll securities AMI The Act on Transfer of Bonds, Shares, etc JFSA, Ministry of

Justice, Ministry of Finance

JGB, JGS FIP Bank of Japan Regulations concerning the JGB Book-Entry System

BOJ

QFI Special Taxation Measures Law Local Tax Office Non-JGB Bonds FI-AMI Business Regulations Relating to Corporate Bonds, etc.

Business Regulations Relating to Short-Term Corporate Bonds(CP)

JASDEC

QFI Special Taxation Measures Law Local Tax Office Equity, Convertible Bonds

FI-AMI Business Regulations Concerning Book-Entry Transfer of Stocks, etc.

JASDEC

Transfer Account Management Institution (AMI) Under the governing law, the Act on Transfer of Bonds, Shares, Etc., a foreign intermediary may serve as an AMI to keep book-recording for securities owned by third parties. Foreign Indirect Participant (FIP) The governing law, Bank of Japan Regulations concerning the JGB Book-Entry System, requires foreign financial institutions (including global custodians) to be approved as FIP to hold/record books for Japanese Government Bonds (JGBs) owned by third parties. Bank of Japan (BOJ) receives the applications for its approval. AMI status is pre-requisite.

Tax Exemption System per Instruments(Instruments below in BLUE will be newly tax exempt due to the tax reform for FY 2010.)

JGB Municipal Bonds

Corporate Bonds Commercial Paper Convertible

Bonds Shares/JDR

N/A

Foreign Indirect Participant

(FIP) FI-AMIFI-AMI

Business Regulations Concerning Book-entry Transfer of

Stocks, etc. (JASDEC)

Business Regulations Relating to Short-Term Corporate Bonds (CP)

(JASDEC)

Bank of Japan Regulations concerning the JGB Book-Entry System

Transfer Account Management Institution (AMI)

The Act on Transfer of Bonds, Shares, Etc.

Foreign IndirectAccount Management

Institution (FI-AMI)

Business Regulations Relating to Corporate Bonds, etc.

(JASDEC)

Qualified Foreign Intermediary (QFI)

Special Taxation Measures Law

Article 5-2

QualifiedForeign Intermediary (QFI)

Special Taxation Measures Law

Article 5-3

Page 16: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

14

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Foreign Indirect Account Management Institution (FI-AMI) Three types of FI-AMI statuses are under Business Regulations Relating to Short-Term Corporate Bonds (CP), Business Regulations Relating to Corporate Bonds, etc., and Business Regulations Concerning Book-entry Transfer of Stocks, etc. respectively. Although they are required in some cases when foreign financial institutions (including global custodians) hold/record books for non-JGB bonds, shares, etc. owned by third parties, they are not mandatory. Qualified Foreign Intermediary (QFI) Special Taxation Measures Law (Article 5-2 and 5-3), the governing law, requires the nearest upper positioned institution (FIP or FI-AMI) to be approved as QFI for its underlying tax-exemption eligible investors. In other words, those investors applicable for tax-exemption cannot hold securities on a tax-exemption basis if the nearest upper FIP or FI-AMI does not hold this status.

Page 17: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

15

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

6. Securities Settlements

-Trade Settlements

(Summary) As of January 5th, 2009, due to the implementation of dematerialization of listed shares, most of the securities circulating in the market have become book entry securities for equities/ CBs. Although a small portion of physical form securities remain, most of them are settled in the book-entry transfer system at JASDEC. JGB has been settled mostly in book-entry scheme. Settlement Cycles: Settlement of equities, etc. takes place on T+3 in general though JGBs outright transactions and CP are settled on T+2 in general. Overview of the transaction processing cycle 1) Receipt of settlement instructions from clients: We have a sophisticated stand-alone custody system for computer-read SWIFT messages. The settlement instructions via SWIFT MT54x are automatically fed into the custody system and instruction details can be verified on the workstation. We confirm authenticity of SWIFT messages from clients with SWIFT Authenticator key. Instructions that have errors through validation, or received by non-automated method (such as telex or fax) are manually keyed into our custody system.

2) Pre-matching Pre-matching of trade instructions is a mandatory practice in Japanese market. Transactions will not be settled without Pre-matching. Pre-matching is done electronically based on trade instructions registered in our custody system against the members of the Pre-Settlement Matching System (PSMS), or, done manually by phone confirmation among non-PSMS-members, For equities/CB, JASDEC PSMS was implemented on January 28th, 2002 which was effected and precise Pre-matching using the ISO15022 format. The details to be matched are:

- Settlement Date - Receipt / Delivery - Description of securities (name and ISIN code) - Quantity of securities (amount of shares) - Settlement amount (JPY) - Settlement Condition – Physical / Book-entry - Counterparty (Delivering Agent / Receiving Agent) - Instructing Party (Buyer / Seller) - (Delivering side) Availability of securities - (Receiving side) Availability of funds - Tax conditions of Bond - Tax-Exempt(Clean) / Non-Exempt (Dirty)

Unmatched trade instructions will be advised to our clients via MT548 with the reason, seeking their amendments or confirmations with the trading party, and will be held open until we receive an instruction to amend or cancel them from the clients. Upon receipt of any cancellation / amendment / addition from clients, trades which were unmatched will be matched again . 3) Matching and Settlement Instructions matched will be processed for internal and external settlement described below.

Internal Settlement Securities movement is reflected on your account in our custody system immediately.

In case of delivery of securities: The securities balance in your custody account with us will decrease, and the cash balance in your cash account with us will increase.

Page 18: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

16

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

In case of receipt of securities: The cash balance in your cash account with us will decrease, and the securities balance in your custody account with us will increase.

External Settlement Settlement with counterparties will be executed but methods differ by type of securities. Generally, the securities transactions are settled by book-transfer within CSD' account and cash transactions are settled by book-transfer at BOJ.

(i) JASDEC Settlement (Equities and Convertible Bond) Equities and CBs are settled mainly through JASDEC. Especially for securities in JASDEC, settlement process is automated from the beginning to the end.

1) until S-1 Pre-matching is done electronically among the members of the JASDEC PSMS, and it reaches to the peak-volume in the afternoon of S-1. BTMU establishes an interface between JASDEC PSMS and BTMU’s custody system, so when BTMU receives an instruction from its client (normally SD-2 to SD-1), which is automatically fed-up from its custody system to JASDEC PSMS on a real time basis for PSMS matching. Upon receipt of the result of matching (matched/unmatched) from JASDEC, BTMU will send the matching status to the client via its custody system.

2) on SD ・ The market deadline for settlement matching is 12:20 (JST) on SD. ・ Instructions that are matched will proceed for settlement in JASDEC. ・ Upon receiving settlement confirmation from JASDEC, transaction will be automatically executed in

BTMU’s system, and, the settlement confirmation MT54x is sent to the client. ・ JASDEC closes settlement activities at 15:30. ・ In case of DVP transaction under DVP for NETD system (Non Exchange Traded Deliveries), settlement

is completed automatically by the system once the instructions are matched in PSMS. DVP book-entry instruction is automatically transmitted from PSMS to JDCC.

(ii) Securities in physical form:

In case the securities are in physical form (i.e. unlisted/delisted shares), which is rare, the following process will be taken: Into the vault When the settlement is executed, the entry slip is automatically generated. Upon receipt of securities from the counterparty at the counter, the securities are reconciled with the data of the slip and are safekept into the vault by our designated officers. Out from the vault When the settlement is executed, the entry slip is automatically generated. Outgoing securities are reconciled with the withdrawal slip and are moved to the counter. When the counterparty arrives to receive the securities, our designated officers will respond and ask them to sign the receipt on the copy of withdrawal slip.

(iii) JGBs

JGBs are settled mostly in book-entry and rarely in registered form nowadays.

1) until S-1 ・JGBs are pre-matched by PSMS as far as the counterparty participates in PSMS for JGBs. (BTMU is the

most prepared sub-custodian for the system.) ・Otherwise, JGBs are pre-matched by phone and the pre-matching starts from three business days prior to

the settlement date.

2) on SD ・JGBs in book-entry form are settled via transfer within BOJ-Net book-entry system. BOJ-Net book entry

system is a Real Time Gross Settlement system.

・As soon as confirmation of settlement is received from the depositary, i.e. BOJ, BTMU updates the status of the instruction to settle sending clients a settlement confirmation MT54x automatically.

Page 19: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

17

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

-Reporting Confirmations of settlement via SWIFT MT54x are automatically generated & dispatched on the settlement date. Communication Method: We have an automatic interface with SWIFT whereby all the settlement instructions via authenticated MT54X are automatically processed for pre-matching and reporting. Follow up procedure: Unmatched / failed trade instructions will be held open until we receive amended or cancellation instructions from the client. We notify our clients of the trade settlement status via MT548 (daily or real time) or MT537 (daily) depending on the set-up instructed at account opening. Daily MT548s will be sent daily regardless of the change to the status. Meanwhile, real time MT548s will be sent only upon update to the status, i.e. they will not be sent unless the status changes. Pro-active follow up by telephone, email or MT599 is provided at our discretion. Our system has an ability to list all pending trades per account at a glance on the screen as well as to print-out. This enables our account administrators to monitor failed trades on a real-time basis.

-Buy-in procedures Equity trades that are not settled by SD+4 may be subject to buy-in, while it is not so frequent in Japanese market. Followings are the fail rule and buy-in system in TSE rule which is applied to the participants of TSE. It is our understanding that the cost may or may not be claimed to the client side, depending on the relationship between the client (investor) and the market side executing broker. (1) Buy-in system

Equity trades that are not settled by S+4 (Settlement Day+4) may be subject to buy-in. It is our understanding that buy-ins rarely happen in the Japanese market. Members of TSE incurring a fail may file a request for a buy-in: the purchase and deliver of the failed securities. TSE will implement the buy-in if the failed position is not cleared within 3 working days of the date of their buy-in request. The failed member with the longest-standing position will be charged for the costs of the buy-in. If the failed member incurring a fails position is not resolved within 3 working days of the date of their buy-in request, the TSE will execute the buy-in. TSE will charge the costs involved in the buy-in to the failed member with the longest-standing position. In this case, buy-in will be done in following method at TSE. Method: competitive offering (matching will be made at the highest price) Qualified seller (offerer): all members of TSE Buyer: failed member (who will be charged the buy-in cost) Offering order entry hours: 15:00 to 15:30 Matching time: 15:30 Offering price limitation: maximum +10% of the last traded price in the TSE Settlement: following day (applies to seller, buyer and requesting members)

(2) Buy-in cost

If the trade is not settled on SD, the selling broker will be subject to a daily delay compensation fee payable to the buyer via TSE at JPY0.04 per JPY100 of the settlement amount. In addition, if a member fails to clear a fail within 4 working days from the original date of settlement (S+4), the TSE will collect a penalty at JPY 0.02 per JPY100 (JPY 0.08 per JPY100 for the day before record date).

(3) Steps to avoid buy-ins

The buy-in rule is applied to TSE members only, but the party may claim the costs to the client. Apart from the automatic fail notifications (MT548) of our custody system, if BTMU receives notification of a possible buy-in, BTMU immediately informs its clients involved of the details, given by the counterparty, and will assist in any possible manner so as to avoid financial losses as a result of the buy-ins.

-Turnaround trading

Same-day turnaround trades are possible, as long as the receipt is pre-matched in time for its counter delivery transaction.

Page 20: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

18

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

7. Registration

-Registration

Equities, CBs and Corporate Bonds in JASDEC Listed shares being dematerialized, most traded equities (except for unlisted/delisted shares) are handled by the “Book-Entry Transfer System for Stocks, etc.” of JASDEC and booked in accounts that shareholders open with Transfer Account Management Institutions (e.g. an account that BTMU opens in favor of a BTMU client). When a Transfer Account Management Institution (e.g. sub-custodian) opens an equities account, the name, address and other information of the account holder will be registered to the Shareholder’s Information System in JASDEC. The account holder becomes the shareholder for shares held in its account. On record dates, Account Management Institutions cascade up the number of shares held per account. With this information, JASDEC draws up a list of holding, which is then forwarded to the issuing company, which in turn completes the list of shareholders. Within BTMU, clients may establish omnibus accounts or segregated accounts per beneficial owner, and can also setup the registration name per account, which can be different from the account name. As transfer of title on a security is executed by account transfer (except for FOL issues), physical re-registration at Transfer Agents will not be required. As for unlisted/ delisted shares, the conventional way of registering certificates into the new shareholders name will be followed. Upon completion of registration, new shareholders rights over the shares will be protected.

-Book entry JGB

In case of JGBs, they are also held in commingled accounts designated as BTMU’s clients’ assets at Bank of Japan (BOJ) though BTMU classifies the assets based on the tax status of the beneficial owner and JGBs themselves. Since there is no registration concept on JGBs, it is the participant’s role and also the Foreign Indirect Participant (FIP)’s role to maintain a ledger per beneficiary so that it is clear that to whom the JGBs belong. Within BTMU, its clients are required establish a segregated account per beneficial owner.

Dematerialized Book-Entry Transfer System

Issuing Company Shareholder Registry

Request to beProvided with Information aboutShareholders

Direct AMI

(Special Account) Direct AMI

(Individual ShareholdersNotice)

General ShareholdersNotice

Indirect AMI

Customer Customer Customer Customer Customer

Account transfer

Indirect AMI

Indirect AMI

Page 21: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

19

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

8. Regulations and Restrictions

-Foreign Ownership Restrictions, Limits & Disclosure Requirements

Restriction / Limits: Restrictions on foreign ownership ratios exist on several kinds of industries, such as broadcasting companies, airline companies, etc. Currently there are fourteen descriptions of FOLs and each has a limitation of 20% or 33%. Please refer to the below list and below link for JASDEC. http://www.jasdec.com/en/reading_e/for_pubinfo.php The ratio is calculated based on the number of book-entry stocks of FOL issues owned by foreign investors divided by the total number of book-entry stocks of FOL issues registered on book-entry transfer book in JASDEC. Data will be renewed on a daily basis.

Security Name ISIN

QUICK Limit (%)

Fuji Media Holdings, Inc. (#1) JP3819400007 4676 20.0

Wowow Inc. JP3990770004 4839 20.0

Japan Airlines Co, Ltd.(#2) JP3705200008 9201 33.3

All Nippon Airways Co., Ltd. JP3429800000 9202 33.3

Skymark Airlines Inc. JP3396000006 9204 33.3

Star Flyer Inc. JP3399320005 9206 33.3

Tokyo Broadcasting System Holdings, Inc. JP3588600001 9401 20.0

Chubu-Nippon Broadcasting Co., Ltd. JP3527000008 9402 20.0

Nippon Television Network Corporation JP3732200005 9404 20.0

Asahi Broadcasting Corporation JP3116800008 9405 20.0

RKB Mainichi Broadcasting Corporation JP3100400005 9407 20.0

Broadcasting System of Niigata Incorporated JP3656400003 9408 20.0

TV Asahi Corporation JP3429000007 9409 20.0

TV Tokyo Holdings Corporation JP3547060008 9413 20.0

Nippon Telegraph and Telephone Corporation JP3735400008 9432 33.3

If foreign ownership exceeds the limit on the record date, the holdings of foreign investors will be subject to pro-rata allocation in order to determine the entitled position. The allocation will be conducted in a way by comparing the entitled balance of the previous record date and the holding balance of the current record date. Depending on the result of the allocation, there may be cases where your clients possess such shares but on the other hand do not receive entitlement for shareholder rights and also dividend payments. Please refer to the following example of the handling of shares exceeding FOL limit. (#1) Fuji Media Holdings, Inc. pays its dividends to all foreign shareholders even if the foreign ownership ratio exceeds FOL limit. (#2) Japan Airlines Co., Ltd. announced on November 2nd, 2012 that it will begin offering dividends to all foreign shareholders even if the foreign ownership ratio exceeds one-third of its outstanding stock as from the record date of March 31st, 2014.

Page 22: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

20

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

<Example of handling of shares exceeding FOL limit > Accounts at sub-custodians A B C D E F G H Total

Previous Record Date (i) 55 20 10 40 74 0 1 0 200

Current Record Date (ii) 101 15 60 50 29 2 2 1 260

Grandfathering amount (iii) (i.e. smaller number of (i) and (ii) 55 15 10 40 29 0 1 0 150

Excess amount (iv) (i.e. (ii)-(iii)) 46 0 50 10 0 2 1 1 110

Pro rata allocation of excess amount (v) 20.9 0 22.7 4.5 0 0.9 0.45 0.45 49.9

Rounded to board lot / the rest allocated by lottery(vi) 21 0 22 4 0 1 1 1 50

Final Allocation 76 15 32 44 29 1 2 1 200

Sample case: Limit of foreign ownership is 200 shares and there are accounts, A to H.

The number of entitled shares as of previous Record Date --- (i) The number of shares held as of current Record Date --- (ii) The maximum number of shares held as of current Record Date, which is not over the number of shares registered as of previous Record Date = The smaller of (i) and (ii) --- (iii) (grandfathering amount) Excess amount as of current Record Date --- (iv) (calculated by (ii) minus (iii)) Since the total of excess amount as of current Record Date amounts to 110 and the total of grandfathering amount is 150, pro rata allocation takes place in order to divide entitlements of 50 shares (200 minus 150) to 110 shares ((iv) multiplied by 50/110). Odd lot portions are to be rounded up or down to board lots by lottery. In this case, account A, C, D, F, G, and H are to participate in the lottery. In this example, as a result of allocation by lottery, A, F, G, and H obtain one share each. Final allocation is thus determined.

-Substantial Shareholding Reporting (5% rule)*

Non-resident holding exceeding 5% and subsequent changes of 1% of the number of outstanding shares of listed stock must file the report to the regulator via EDINET within 5 business days of trading. Note* For tax purposes, the minimum holding of “large shareholder” criteria was reduced from 5% to 3%. With this change in the definition, the tax rates applicable to such individual final beneficiaries (both Japanese residents and Non-residents) holding 3% or more (changed from the current 5% or more) of the number of outstanding shares are as follows for dividends received on October 1st, 2011 and afterwards, or for dividends entitled from the end of July 2011 to be paid after October 1st, 2011.

20% tax rate will be applied to all individual large shareholders for dividends from all stocks. Please also note that; - Preferential measures (lower tax rate for 7% for non-residents and 10% for residents) will not be available, - Foreign/Japanese corporate large shareholders are excluded, and, - Reduced tax rate under DTT is applicable to Non-resident large individual shareholders.

-Direct Inward Investment Restriction

Direct Inward Investment by a foreign investor in excess of 10 percent of shares is subject to reporting to the authorities after-the-fact. However, prior notification (subject to screening) is required if such investment is deemed to harm national security, prevent maintenance of public order, hinder protection of public safety, or may cause enormous harm to smooth operation of Japan's national economy.

Page 23: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

21

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

-Restrictions on short selling of stocks Short selling of listed stocks is temporarily restricted. Recently Outline of the temporary measures is as follows. In October, 2012,, JFSA announced that it will further extend the temporary restrictions on short selling of listed stocks until April 30th, 2013, which were previously announced to expire on October, 31st, 2012. This was the perpetual extension since October, 2008 and there is no change in the outline of the temporary measures. 1) Naked short selling (short selling in which stocks are not borrowed at the time of selling) is prohibited (effective since October 30th, 2008). 2) Holders of a short position of a certain level or more (in principle, 0.25 percent or more of outstanding stocks) are required to report to Exchanges through securities firms. Exchanges are required to publicly disclose such information (effective since November 7th, 2008).

-Anti-Money Laundering and Anti-Terrorist Financing

Related to anti-money laundering and anti-terrorist financing, Japanese financial institutions are subject to the following AML related laws and regulations:

⋅ Foreign Exchange and Foreign Trade Control Law (Effected in April 1951.) ⋅ Ordinance requiring financial institutions to identify their customers (Issued in July 1990.) ⋅ Anti-Drug Special Law (Effected in July 1992.) - which requires suspicious transactions to be reported. ⋅ The Anti-Organized Crime Law (Effected in February 2000) - which deems money laundering and terrorist

financing to be a crime. ⋅ Law on Customer Identification and Retention of Records on Transactions by Financial Institutions (Effected in

January 2003.) Under the “Law for Prevention of Transfer of Criminal Proceeds”, Japanese banks are charged to inform authorities of transactions suspected of crime and/or terrorism. The authorities have the investigation right to review the related records in relevant premises when they judge necessary to fulfill the duty prescribed in the law.

Page 24: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

22

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

9. Corporate Action & Taxation

Corporate Action in General

-Entitlement: For the corporate action in Japan, the eligibility for the entitlement is fixed on the record date. The owner of the shares must re-register the securities prior to the record date. For shares held in JASDEC, the Beneficial Shareholders List will be compiled by the custodian based on the balance of holdings as of the record date. All entitlements are processed on an actual settlement basis. Accordingly, in case of a settlement failure over the record date, the claim is to be dealt with between the trade counterparties. As for entitlement of FOL shares, if the limitation is exceeded as of the record date, the entitlement for shareholder rights and dividend payment will be subject to pro-rata allocation. -Information source: 1) BTMU obtains information of Corporate Action Events including Incomes from multiple sources such as Nikkei (electronic form), Japan Information Processing (electronic form), Shoho (stock exchange bulletin), Kampo (official government gazette), TMI (Tokyo Market Information Service provided by Tokyo Stock Exchange), newspapers and individual notifications from issuing companies. 2) Of the above sources, information from Nikkei and JIP are automatically fed and updated in our custody system. 3) The net amount credited to each client’s account is automatically calculated by our custody system. -Response Monitoring for Voluntary Corporate Action Events A default action is indicated on an MT564 under Sequence E / Field 17B for each corporate action. In case of no response from our clients, even if the default action is indicated, BTMU will send you a reminder by MT564 stating that it will take default action unless any instruction from you. -Event details

1. Dividend Payment Dividend payment is distribution of cash to the shareholders out of the company’s current or retained earnings in proportion to their equity holding. Dividends are usually paid twice a year. Final dividends are paid upon the approval of shareholders’ meeting (please see the Note) and interim dividends are paid upon the resolution of board meeting (if an effective date is specified regarding the resolution, that effective date). After the implementation of the new Corporation Law in May 2006, the listed companies are now able to pay dividends more frequently than twice a year (without approval of shareholders’ meeting). Some companies have started to pay dividends quarterly.

2. Interest Payment Interest payment is payment of income generated by bonds, notes, bills or other fixed income instruments according to the interest rate.

3. Redemption Redemption is a repayment of principal in such investments as bonds, notes, bills or other fixed income instruments.

4. Stock Split

Stock Split is a free distribution of new shares by the issuer to the shareholders in proportion to their holdings. It is conducted without capitalization. If a company wishes to conduct a capitalization, it will be able to transfer its legal reserves to the capital accounts by obtaining the approval of a general shareholders' meeting. In practice, the central depository JASDEC books "Stock Split" only by crediting participants' accounts with additional distributed shares. .

5. Reverse Stock Split

Page 25: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

23

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Reverse Stock Split is a decrease in the number of the outstanding shares normally without change of the total capitalization of the company. As an exception, however, any proceeds are paid to shareholders as capital repayment.

6. Merger / Share Transfer / Share Exchange Merger: Merger, for which the event code of MRGR is used, is a type of integration of two or more companies where the shareholders of the dissolving company / companies are to receive the shares of the surviving company. The merger requires approval by special resolution at the shareholder’s meeting of all the companies involved with the exception for the surviving company absorbing small company / companies in accordance with the criteria provided for in the Corporation Law. The balance of dissolving company’s shares that are subject to the merger is fixed one day prior to the effective date, which is notified as the record date. In some cases surviving companies pay a merger subsidy to the shareholders of the dissolving company / companies in order to compensate for the dividend or in relation to the merger ratio. The merger subsidy is paid by the company mostly in the same way as that for dividends and notified by BTMU with the event code DVCA. Share Transfer & Share Exchange: These two events, which are other forms of company integration, are also notified by BTMU with the event code MRGR. Approval by special resolution at the shareholders meeting is required in principle for both acquiring and acquired companies. Share Transfer: Shares of the acquired company are transferred to the newly established parent company. The parent company’s shares are given to the shareholders of the acquired company. Share Exchange: Shares of the acquiring company will be given in exchange for the shares of the acquired company. As the result, the acquiring company becomes the wholly owning parent company. The special resolution at the shareholder’ s meeting of the acquiring company is not necessary in acquiring small company / companies in accordance with the criteria provided for in the Company Law.

7. Compulsory Acquisition of Shares from Remaining Minor Shareholders Background: If a company (A) wishes to obtain 100% shares of another company (B), it normally first conducts a tender offer to the shareholders of (B). The Financial Instruments and Exchange Law, which was amended in December 2006, stipulates that an offerer (A) is obliged to acquire all existing shares, when (A) intends to purchase more than 2/3 of existing shares of (B). However, 100% of the shares of (B) are not able to be obtained by the tender offer in normal cases, because some shareholders of (B) have not subscribed to the offer and are still remaining as a shareholder. In order for the company (A) to obtain the shares held by those remaining shareholders, these shares have to be purchased compulsorily. In recent cases, 2 types of compulsory acquisition are conducted, namely [1] cash-out merger / share exchange and [2] acquisition of ordinary shares with mandatory call.

8. Rights Issue

Rights Issue refers to allotment of the rights to the shareholders by the issuer in proportion to their holdings. With the rights, shareholders are entitled to buy additional shares of the company at a certain price. The options available for the shareholders are: to exercise the rights and purchase the additional shares, or/ to take no action. The rights become worthless after the exercise period. The sale of rights is not possible, because the rights of the event rights issue are neither transferable nor tradable according to the new Corporation Law. The new shares are often tradable in the market.

9. Allotment of New Share Subscription Rights The New Share Subscription Rights (hereinafter “NSSR”) were brought into the market with the revised Commercial Code in 2001, which was replaced by the Corporation Law as mentioned earlier. NSSRs are allotted to the shareholders by the issuer in proportion to their holdings, either for free or against payment depending on each case. The rights entitle the holders to purchase the shares of the company at a certain price. The length of the exercise period varies and, as have been observed in the market, ranges from one to three years. Transfer of NSSRs is restricted by the issuer in most cases and accordingly the rights are not tradable in the market. There are often exercise conditions set on the NSSRs. For example, the holder is entitled to exercise the rights just once and no partial exercise is allowed, which may cause a problem with the rights held in an omnibus account of the nominee. The issuers sometimes offer a solution to secure the exercise opportunity for each beneficial owner under the nominal shareholder, though only after contacted individually by the nominal shareholders/ custodians. BTMU proactively obtain the information and notify to the clients.

Page 26: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

24

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

10. Tender Offers (Take Over Bid & Buyback Offer) Take Over Bid / Buyback Offer are an offer made by a company (offerer) to shareholders, requesting to sell their shares at a certain price outside the market. Take Over Bid: The offerer (purchaser) is a third party company whose objective is to take control of the target company. Offers are mostly friendly ones in relation to business reorganization but there may also be hostile takeovers. Buyback Offer: The offerer (purchaser) is the issuing company whose objective is mainly to reduce the number of outstanding shares. The companies are allowed to buy back shares only with the resolution at the board meeting and the approval at the shareholder’s meeting is not required, provided that their articles of incorporation have been revised accordingly.

12. Conversion of Convertible Bonds

In Japan, Convertible Bond is legally defined as a Bond with New Share Subscription Rights, and the conversion of Convertible Bond means the exercise of the New Share Subscription Rights attached to the Convertible Bond. Convertible Bonds were dematerialized in January 2009, and now the conversion is handled by JASDEC. Once Conversion application is sent to JASDEC, the Bonds are debited from BTMU’s account and the application is passed on to the issuing company’s agent. The derived shares are credited to BTMU’s account with JASDEC 2 business days after the conversion application. Under the new Corporation Law, no fractional shares are issued. If there are any odd lot shares resulting from conversion, it is possible to request the purchase of the odd lot shares simultaneously with conversion application. In this case, BTMU changes the status of the odd lots to ‘BLOCKED’ (BLCA) in the client’s account. The sales details are notified by JASDEC already on the date of share credit. The odd lots are debited and the proceeds are credited to the client’s account 4 business days after the conversion application.

13. Buy Back Request of Odd Lot Shares to Issuing Company Listed companies are allowed to apply ‘Unit Share System’ by prescribing this on their Articles of Association. As the odd lot shares (smaller than 1 unit share) are not entitled to voting rights, etc., it is possible for the shareholders to request the issuing company to buy back the odd lot shares. The sales are processed by sending an application to JASDEC. The sales details data are provided by JASDEC 2 business days after the application to JASDEC, and shares are debited and proceeds are credited 4 business days after the application.

14. Proxy Voting

Japanese companies are legally obliged to hold a general shareholders’ meeting within three months after their fiscal year end. About 70% of the listed companies have the fiscal closing on the end of March, and most of them have their annual shareholders’ meeting on a day close to the last business day of June. Accordingly, the proxy voting activities in Japan have by far the busiest peak season in June. In addition to the annual general meetings, extraordinary shareholders’ meetings are held as the occasion arises. BTMU provides its clients with proxy voting services (including both notification of the agenda and the voting) on request basis. If you need the proxy voting services but do not currently receive them, please contact BTMU’s Relationship Manager for your institution.

-E-Voting:

Electronic proxy voting platform (E-Voting) was launched by ICJ Inc. in December 2005. ICJ was established as a joint venture by the Tokyo Stock Exchange (TSE), Japan Securities Dealers Association (JSDA) and Broadridge Financial Solutions, Inc. (ex-Automatic Data Processing Inc.). This platform enables foreign investors to access to meeting materials with expanded voting deadlines. However, the number of issuing companies that participate in the platform is still limited (401 issuing companies as of March 2012) and is gradually increasing.

Page 27: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

25

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

-Taxation

Tax withholding on dividend/interest income For Non-resident Investors Standard (Statutory) Rate Treaty Rate **

Equities 7% for listed stocks* 20% for others

15%

Fixed Income 15%*** 10% (*) Currently, temporary preferential rate is applied and is scheduled to continue to apply until the end of December 2013. (**) There are some other rates, as shown in below matrix. (***) Interest on JGBs held in BOJ-Net book-entry system and municipal bonds, corporate bonds, convertible bonds and commercial papers held at JASDEC through FIP/FIAMI with Qualified Foreign Intermediary (QFI) can be eligible for tax-exemption. In addition to the above, as of November 30th, 2011, the proposed measure by the Japanese Government to surtax on income called “Special Income Tax for Reconstruction” as an important revenue-raising measure for the Great East Japan Earthquake has been approved by the Diet. The impact by this would be as follows. 1. From January 1st, 2013(pay date basis): The surtax on income tax is calculated by multiplying the original income tax rate with 2.1 %. The current 7% tax rate on dividends on listed stock is subject to the reconstruction tax and will be raised to be 7.147% as the result of the surtax. The current 20% tax rate on dividends on unlisted stock and dividends paid to large individual shareholder will be raised to 20.42 %. Tax on Interest will be raised from 15% to 15.315% Bilateral tax treaty rate under DTT can be applied if DTT tax rate is lower than the statutory tax rate. 2. From January 2014: Preferential tax treatment on dividends expires at the end of December 2013, and tax rate on dividend on listed stock will be 15.315%. As income tax conventions are prioritized over the reconstruction tax, tax rates stipulated in the conventions can be applied, to reduce the effective tax rate.

Until December 31st,

2012 From January 1st, 2013 From January 1st, 2014

Interest 15% 15.315% 15.315%

J-BIEM Bond Nil Nil Nil

Dividend 7% 7.147% 15.315%

Please note that the interest payments that are tax exempt under the tax exemption scheme for JGBs and non-JGBs (JBIEM) would not be subject to the “Special Income Tax for Reconstruction”..

Page 28: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

26

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

-Tax Rates on Dividend and Interest (For countries that has a double taxation treaty with Japan)

Country

Tax Rate on Dividend

Tax Rate on Interest

Exchange of

InformationArmenia 15% 10%

Australia 10%

・0% (direct holding ratio is 80% or more )

・ 5% (direct holding ratio is 10% or more)

・15% (REIT)

10% ・ 0% (gov & financial inst)

Austria 20% ・ 10% (direct holding ratio is 50% or more )

10%

Azerbaijan 15% 10%

Bangladesh 15% ・ 10% (direct holding ratio is 25% or more

10%

Bermuda - - ○

Belarus 15% 10%

Belgium 15% ・ 10% (direct holding ratio is 25% or more

10%

Brazil 12.50% 12.50%

Bulgaria 15% ・ 10% (direct holding ratio is 25% or more

10%

Brunei 10% ・ 5% (direct holding ratio is 10% or more)

10% ○

Bulgaria 15% ・ 10% (direct holding ratio is 25% or more)

10%

Canada 15% ・ 5% (direct holding ratio is 25% or more)

10%

China 10% 10%

Czech Republic 15% ・ 10% (direct holding ratio is 25% or more

10%

Denmark 15% ・ 10% (direct holding ratio is 25% or more

10%

Egypt 15% -

Fiji 15% 10%

Finland 15% ・ 10% (direct holding ratio is 25% or more

10%

France 10% ・ 0% (direct holding ratio is 15% or more or direct/indirect holding ratio is 25% or more)

・ 5% (direct/indirect holding ratio of at least 10%)

10% ・0% (gov, financial inst & pension)

Georgia 15% 10%

Germany 15% ・ 10% (direct holding ratio is 25% or more

10%

Hong Kong 10% ・ 5% (direct holding ratio is 10% or more)

10% ・ 0% (Central bank)

Hungary 10% 10%

India 10% 10%

Indonesia 15% ・10% (direct holding ratio is 25% or more

10%

Page 29: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

27

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Country

Tax Rate on Dividend

Tax Rate on Interest

Exchange of

InformationIreland 15% ・ 10% (direct holding ratio is

25% or more 10%

Israel 15% ・ 5% (direct holding ratio is 25% or more)

10%

Italy 15% ・ 10% (direct holding ratio is 25% or more

10%

Kazakhstan 15% ・ 5% (holding ratio is 10% or more)

・ 15% (REIT)

10% ・ 0% (gov)

Korea (Rep. Of) 15% ・ 5% (direct holding ratio is 25% or more)

10%

Kyrgyz Stan 15% 10%

Luxembourg 15% ・ 5% (direct holding ratio is 25% or more)

10%

Malaysia

15% ・ 5% (direct holding ratio is 25% or more)

10% ○

Mexico

15% ・ 5% (direct holding ratio is

25% or more) 15% ・ 10 (banks etc)

Moldova 15% 10%

Netherlands 10% ・ 0% (direct holding ratio is more than 50% or pension) ・ 5% (direct holding ratio is 10% or more)

10% ・ 0% (gov, financial inst & pension)

New Zealand 15% -

Norway 15% ・ 5% (direct holding ratio is 25% or more)

10%

Pakistan 10% ・ 5% (holding ratio is 50% or more)

・ 7.5% (holding ratio is 25% or more)

10% ・ 0% (gov)

Philippines 15% ・ 10% (direct holding ratio for 6 consecutive months is 10% or more)

10%

Poland 10% 10%

Romania 10% 10%

Russia 15% 10%

Saudi Arabia 10% ・ 5% (direct holding ratio is 10% or more)

10% ・ 0% (gov)

Singapore 15% ・ 5% (direct holding ratio is 25% or more)

10% ○

Slovakia 15% ・ 10% (direct holding ratio is 25% or more

10%

South Africa 15% ・ 5% (direct holding ratio is 25% or more)

10%

Spain 15% ・ 10% (direct holding ratio is 25% or more

10%

Sri Lanka 20% - ・ 0% (bank)

Sweden 15% ・ 5% (direct holding ratio is 25% or more)

10%

Switzerland 10 % ・ 0% (direct holding ratio is more than 50% or pension fund/pension scheme) ・ 5% (direct holding ratio is 10% or more)

10% ・ 0% (gov, financial inst & pension fund / pension

scheme)

Page 30: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

28

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

Country

Tax Rate on Dividend

Tax Rate on Interest

Exchange of

InformationTajikistan 15% 10%

Thailand 20% ・ 15% (direct holding ratio is 25% or more

25% ・10% (banks etc.)

Turkey 15% ・ 10% (direct holding ratio is 25% or more

15% ・10% (bank etc)

Turkmenistan 15% 10%

Ukraine 15% 10%

United Kingdom 10% ・ 0% (holding ratio is at least 50% or pension)

・ 5% (10% or more of holding ratio)

・ 10% (standard)

10% ・ 0% (gov, financial inst & pension)

United States 10% ・ 0% (holding ratio is more than 50% or pension)

・ 5% (holding ratio is10~50% )

10% ・ 0% (gov, bank, insurance, sec dealer or pension)

Uzbekistan 15% 10%

Vietnam 10% 10%

Zambia 0% 10%

- Progress of other tax agreements Tax agreement go into effect

Liechtenstein:

New TIEA between Japan and the Lichtenstein will enter into force on December 29th, 2012 and will be applicable with respect to taxes levied on the basis of a taxable year, for taxes for any taxable years beginning on or after January 1st, 2013.

Tax agreements signed or (to be) effective: • Portugal:

New Japan-Portugal bilateral tax agreement has been signed as of December 19th, 2011. Dividends:

Beneficiaries New Japan- Portugal Tax Treaty

Japanese Statutory Income Tax Rates

Standard rate 10%

Parent-Subsidiary (Shareholding) 5% (10% or more)

7% (non-listed

Shares: 20%)

Interest:

Beneficiaries New Japan- Portugal Tax Treaty

Japanese Statutory Income Tax Rates

Standard withholding tax rate 10% Banks 5% Government Institutions Nil

15% *

Page 31: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

29

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

• Kuwait: New Japan-Kuwait bilateral tax agreement has been signed as of February 17th, 2010. Dividends:

Beneficiaries New Japan- Kuwait Tax Treaty

Japanese Statutory Income Tax Rates

Standard rate 10%

Parent-Subsidiary (Shareholding) 5% (10% or more)

7% (non-listed

Shares: 20%)

Interest:

Beneficiaries New Japan- Kuwait Tax Treaty

Japanese Statutory Income Tax Rates

Standard withholding tax rate 10%

Government Institutions Nil 15% *

• New Zealand:

New Japan-New Zealand bilateral tax agreement has been signed as of December 10th, 2012. Dividends

Beneficiaries New Japan - New ZealandTax Treaty

Current Japan - New ZealandTax Treaty

Japanese Statutory Income Tax Rates

Shareholding* (10% or more) Nil -

Others 15% 15%

7% (non-listed shares: 20%)

*Dividends will not be taxed in the Contracting State of which the company paying the dividends is a resident if the beneficial owner of the dividends is a resident of the other Contracting State and is a company that has owned directly or indirectly, for the period of six months ending on the date on which entitlement to the dividends is determined, at least 10 per cent of the voting power of the company paying the dividends.

Interests

Beneficiaries New Japan – New ZealandTax Treaty

Current Japan – New Zealand Tax Treaty

Japanese Statutory Income Tax Rates

Government institutions, Designated Government

Agency, Banks** Nil -

Others 10% -

15%

**Including the Government of that other Contracting State, a political subdivision or local authority thereof, or Central Bank (the Reserve Bank of New Zealand) or any institution wholly owned by that Government, or such other similar institution the capital of which is wholly owned by the Government of a Contracting State as may be agreed upon from time to time between the Governments of the Contracting States through an exchange of diplomatic notes. To apply for enjoying the benefit, submission of Form 17 and Residency Certification is necessary, as it will be subject to limitation of benefits article.

• Guernsey: Japan and Guernsey have agreed in principle on an agreement centered on the exchange of information as of January 27th, 2011 and has been signed as of December 6th, 2011.

• Jersey:

Japan and Jersey have agreed in principle on an agreement centered on the exchange of information as of March 18th, 2011 and has been signed as of December 2nd, 2011.

• Isle of Man: Japan and Isle of Man have agreed in principle on an agreement centered on the exchange of information as of

Page 32: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

30

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

March 18th, 2011 and has been signed as of June 21st, 2011. Tax Agreement which has reached Basic agreement • Oman:

Japan announced New Japan-Oman bilateral tax agreement on December 6th, 2011.

Dividends:

Beneficiaries New Japan- Oman Tax Treaty

Japanese Statutory Income Tax Rates

Standard rate 10%

Parent-Subsidiary (Shareholding) 5% (10% or more)

7% (non-listed

shares: 20%)

Interest:

Beneficiaries New Japan- Oman Tax Treaty

Japanese Statutory Income Tax Rates

Standard withholding tax rate 10%

Government Institutions Nil 15% *

• United Arab Emirates (UAE):

Japan and UAE have reached a basic agreement on bilateral tax agreement on October 17th, 2012.

Dividends Between

parents and children(shareholding right)

Other holders

Interests

Commission charges

5% (over10%) 10% Nil (only for

governmental institutions) 10% (Others)

10%

• United States:

Japan and United States have agreed in principle on tax treaty revision as of June 15th, 2012.

• New Zealand: Japan and New Zealand have agreed in principle on a new bilateral tax treaty as of June 29th, 2012.

Negotiation has started • Germany:

Japan announced to launch negotiation on revising Japan-Germany bilateral tax agreement. Capital Gains Tax There is no Capital gains tax applicable to foreign investors, unless they have a permanent establishment in Japan and they own at least 25 percent of the total shares of a company or sell at least five percent of the total issued shares during the year.

Page 33: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

31

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

10. Cash Clearing

-Currency

The Japanese yen is the currency in the market. As of March 30th, 2012, the exchange rate against the U.S. dollar was USD 1.00 = JPY 82.19 (TTM)

-Cash Clearing Systems (External Payment) The electronic clearing of funds is managed by three systems in Japan: Foreign Exchange Yen Clearing System (FXYCS), Zengin System, and BOJ-Net System. The first two systems are managed and supervised by Japanese Bankers Association and the third by BOJ. Cash movements on behalf of foreign investors are most frequently conveyed via FXYCS, with the other systems used secondarily. 1). FXYCS (Foreign Exchange Yen Clearing System) - 26 thousand transactions and JPY 11.5 trillion (Average daily volume in 2011): A clearing system for foreign exchange yen transactions and cross-border yen payments for both inter-bank and customer transfers managed by Japanese Bankers Association. 2). BOJ-Net – 51 thousand transactions and JPY 101.4 trillion (Average daily volume in 2011): A clearing system managed and operated by Bank of Japan. It primarily provides inter-bank settlement (including ultimate finality for settlements) but also supports transfers (typically large value) on a Real Time Gross Settlement (RTGS) basis. Instructions are executed between members’ current accounts held at Bank of Japan. A new computer system for BOJ-NET is planned to be developed by FY 2015 to efficiently support operations. 3). Zengin System – 5,693 thousand transactions and JPY 10.5 trillion (Average daily volume in 2011): A domestic yen fund transfer system for processing resident settlements, managed by Tokyo Bankers Association. It is on a designated-time net-settlement basis. It uses a Japanese-based (Katakana characters) format that is not convertible with SWIFT. -Market Practice Double Charging “Double Charging Practice” is a market practice in Japan. All the banks in the payment chain will be deducting their own fees. Usually, standard fee of banks in Japan is a lifting charge without any cap. The charges are levied separately, being deducted from the proceeds, however, there may be an arrangement among the beneficiary bank and the beneficiary to claim charge separately rather than deducting from the proceeds.

Page 34: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

32

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

11. Notification on Risks and Fees for our Custody Services

Adverse changes to the operational and/or financial condition of a financial service provider of securities services

could directly result in a potential loss to clients.

Custody fees are typically calculated by applying a certain fee rate to the asset balance under custody and a certain

amount to the number of transactions. Other fees apply, in addition, to particular types of transactions. Please

contact us for further details.

This notification complies with the Japanese “Financial Instruments and Exchange Law” as of September 30th, 2009.

Page 35: Japan MarketProfile - 三菱UFJ銀行 · Japan MarketProfile . ... The TOKYO PRO-BOND Market is to serve as a new bond market for professional ... -BTMU Profile The Bank of Tokyo

33

The information contained herein has been derived from several sources believed to be reliable at the time of publication. Although having made every effort to ensure the accuracy of the contents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. does not assume any liability for losses either direct or consequential caused by the use of this information.

BTMU Profile Corporate Name:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Registration Number:

Director General of the Kanto Local Finance Bureau Registration Number 5

Head Office: 7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo 100-8388 Japan Main business areas:

Banking business, Registered financial institution business

Member of

Japan Securities dealers Association, The Financial Futures Association of Japan, Type II Financial Instruments Firms Association

Designated institution for ADR

Japanese Bankers Association: +81-(0)570-017109 +81-(0)3-5252-3772 Financial Instruments Mediation Assistance Center: +81-(0)120-64-5005