Customer Tax Guide - Japan - · PDF fileClearstream Banking January 2014 Customer Tax Guide -...

Customer Tax Guide - JapanDebt SecuritiesEquitiesWithholding TaxCapital Gains TaxStamp Duty

January 2014

Customer Tax Guide - JapanJanuary 2014 edition

Document No. JP6065

This document is the property of Clearstream Banking société anonyme (“Clearstream Banking”). No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, for any purpose without the express written consent of Clearstream Banking. Information in this document is subject to change without notice and does not represent a commitment on the part of Clearstream Banking, or any other entity belonging to Clearstream International.

© Copyright Clearstream International (2012). All rights reserved.

Clearstream Banking société anonyme is organised with limited liability in the Grand Duchy of Luxembourg, RC Luxembourg B 9248.

Registered address: Clearstream Banking SA, 42 Avenue JF Kennedy, L-1855 Luxembourg.

Japan

Overview 2

Domestic debt securities 9

Japanese eurobonds 14

Equities 21

Appendices A-1

Clearstream Banking January 2014Customer Tax Guide - Japan 1 of 32

Japan - Overview

Overview

Domestic debt securities

SecurityType Samurai Bonds a

a. Public bond issue in Yen of a non-Japanese borrower in the Japanese capital market, issued in bearer or recorded form.

Daimyo Bonds b

b. The structure is the same as that of the Samurai bond, except that a temporary global certificate representing the number of bonds whose delivery is not requested by the subscribers is initially deposited with a common depository for Clearstream Banking and Euroclear Bank. This enables the investors to use the two clearing systems immediately after the closing date, as for euroyen bonds. Issued in bearer form.

JPY - Denominated Global Bonds

Standard Rate of Withholding Tax 20% c

c. The national rate of 15% is increased by a 5% local tax, resulting in a total tax rate of 20%.

0% 0%

Relief at Source

available(see page 9)

Yes – –

Eligible Clearstream

Banking Customers

- Non-residents in Japan- Designated Financial

Institutions (DFI) resident inJapan that hold recorded and

bearer Samurai Bonds or Japanese Government Bonds

(JGBs) in Clearstream Banking

– –

Reclaim available

(see page 9) No – –


Banking Customers

– – –

Capital GainsTax at Source No No No

Stamp Dutyat Source No No No

January 2014 Clearstream Banking 2 of 32 Customer Tax Guide - Japan

Japan - Overview

Withholding taxThe standard rates of withholding tax on interest is as follows:

• Samurai Bonds or Japanese Government Bonds (JGBs) 20%1

• Daimyo Bonds 0%

• JPY - Denominated Global Bonds 0%

An exemption (full relief at source) from withholding tax on interest payments is available to:

• Customers who qualify as being non-residents of Japan;

• Customers that qualify as Designated Financial Institutions, are residents of Japan and hold recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs) in Clearstream Banking.

An exemption (full relief at source) is available only if the appropriate documentation is submitted to Clearstream Banking.

A reclaim of withholding tax is not available through Clearstream Banking.

Capital gains taxThere is no capital gains tax withheld through Clearstream Banking on securities held in Clearstream Banking. Capital gains tax may however be payable on specific gains. Clearstream Banking does not assist in this regard. Please consult your tax advisor for further information.

Stamp dutyThere is no stamp duty withheld through Clearstream Banking on securities held in Clearstream Banking. Stamp duty may however be payable on specific transactions. Clearstream Banking does not assist in this regard. Please consult your tax advisor for further information.

1. The national rate of 15% is increased by a 5% local tax, resulting in a total tax rate of 20%.


Japan - Overview

Japanese eurobonds

SecurityType Japanese Eurobonds

Standard Rate of Withholding Tax 15%

Relief at Source

available(see page 14)

Yes


Banking Customers

- Non-residents of Japan (individual or corporation)for Japanese tax purposes

- Designated Financial Institutions (DFI)- Residents of Japan (individual or corporation) for

Japanese tax purposes that receive interest paymentsthrough a Payment Handling Agent (PHA)a in Japan

a. As defined by the Article 2-2 paragraph (2) of the Cabinet Order of 17 December 1997, implementing the Law to Amend Part of the Special Taxation Measures Law. Broadly speaking, a PHA is a financial intermediary located in Japan and acting as custodian, broker or agent for the beneficial owner.

Reclaim available

(see page 14) No


Banking Customers

-

Capital GainsTax at Source No

Stamp Dutyat Source No


Japan - Overview

Withholding taxThe standard rate of withholding tax on interest payments from Japanese eurobonds is 15%.

An exemption (full relief at source) is available on withholding tax on interest payments from Japanese eurobonds issued outside Japan on or after 1 April 1998 by:

• Japanese corporations and certain Japanese government agencies, in any currency, or

• The Japanese government, in any currency other than Japanese Yen

and if the beneficial owner qualifies as being:

• Non-resident of Japan (individual or corporation) for Japanese tax purposes; or

• A Japanese Designated Financial Institution (DFI); or

• Resident of Japan (individual or corporation) for Japanese tax purposes who receives interest payments through a Payment Handling Agent (PHA) in Japan.

These beneficial owners are described as “Gross Recipients”.

An exemption (full relief at source) is available only if the appropriate documentation is submitted to Clearstream Banking.





Japan - Overview

Equities

SecurityType Listed Equities a

a. The equities are listed on the Japanese stock exchanges (the largest being the Tokyo Stock Exchange (TSE)).

Unlisted Equities

Standard Rate of Withholding Tax 7% / 10% b

b. 10% (comprising 7% national tax and 3% local tax) is the withholding tax rate currently applicable to individuals resident in Japan. Non-resident individuals and entities and Japanese entities are only subject to the national tax of 7%.

7% / 20 %

Relief at Source available for

Listed Equities(see page 21)

and forUnlisted Equities

(see page 27)

Yes Yes

Eligible Recipients

- Clearstream Banking customers:

Residents of ZambiaTax-exempt international

organisations- Beneficial owners:U.S. Pension Funds

- Clearstream Banking customers:

Residents of a DTT countryTax-exempt international

organisations- Beneficial owners:U.S. Pension Funds

Reclaim available

(see page 21) No No

Eligible Recipients - -

Capital GainsTax at Source No No

Stamp Dutyat Source No No


Japan - Overview

Withholding taxThe standard rates of withholding tax on dividends differs for listed and unlisted equities.

Japanese listed equitiesThe withholding tax rates on dividends paid on Japanese listed equities currently applicable are:

On 1 April 2008, the standard rate will increase to 20%, which comprises 15% national tax and 5% local tax.

Most of the Double Taxation Treaties (DTTs) concluded by Japan stipulate a rate equal to or higher than 7% and, therefore, no relief at source is available except if:

• The Clearstream Banking customer is resident in a country that has conclude a DTT with Japan that stipulates a withholding tax rate lower than 7% (currently only applicable for residents of Zambia); or

• The Clearstream Banking customer is an international organisation recognised as tax exempt by the Japanese Tax Authorities; or

• The beneficial owner is a U.S. pension fund, provided that the dividends are not derived from carrying on a business, either directly or indirectly, by such a pension fund.

Exemption at source for these recipients is available only if the appropriate documentation is submitted to Clearstream Banking.


Japanese unlisted equitiesThe standard rate of withholding tax deducted on dividends paid on Japanese unlisted equities is 20%.

Relief at source is available if the Clearstream Banking customer qualifies for the benefit of a reduced rate of withholding tax in accordance with a Double Taxation Treaty (DTT) between its country of residence and Japan.

Exemption at source is available if:

• The customer of Clearstream Banking is an international organisation recognised as tax exempt by the Japanese Tax Authorities; or

• The beneficial owner is a U.S. pension fund which qualifies for an exemption under the Japan-U.S.A. DTT.

Relief at source or exemption (full relief at source) is available only if the appropriate documentation is submitted to Clearstream Banking.


Residence of beneficial owner National tax Local tax Total tax

Residents of Japan:

• individuals a• non-individuals

a. The beneficial owner is either a Japanese individual resident with a registered address in Japan or a foreign individual who has been registered as resident in Japan for more than one year.

7%7% b

b. The rate may be reduced if the applicable DTT stipulates a lower rate or if the securities are held by an international organisation entitled to exemption (full relief).

3%not applicable

10%7%

Non-residents of Japan 7% not applicable 7% b


Japan - Overview




Japan - Domestic debt securities

Domestic debt securities

Who can obtain relief through Clearstream Banking?

Summary of relief availableThe standard rate of withholding tax on interest on debt securities is 20%. This rate represents the 15% national tax increased by a 5% local tax.

Debt securities that are exempt from withholding taxInterest on the following debt securities is not subject to withholding tax:

• Daimyo Bonds;

• JPY - Denominated Global Bonds.

Because the interest on the above debt securities is not subject to withholding tax, no action is required by the customer to ensure that no withholding tax is applied. Interest will be paid gross.

Clearstream Banking customers' eligibility for reliefClearstream Banking customers' eligibility for relief is as follows:

Non-residents of JapanAn exemption (full relief at source) is available if the customer qualifies as being a non-resident of Japan.

A reclaim of withholding tax on debt securities is not available through Clearstream Banking.

Designated Financial Institutions resident of Japan, holding recorded Samurai Bonds or Japanese Government Bonds (JGBs)

An exemption (full relief at source) is available to customers that qualify as a Designated Financial Institutions (DFI) resident in Japan and that hold recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs) in Clearstream Banking. The Designated Financial Institutions are defined by the Japanese Tax Law - Article 8 of Special Taxation Measures Law (see Appendix 2 on page A-4).


Is the customer a non-resident of Japan or a Designated Financial Institution resident in

Japan and holding recorded Samurai Bonds

or JGBs?

Exemption (full relief) at source (see page 9)

available. No reclaim of withholding tax available

through Clearstream Banking.

Yes

No

Is the customer aresident of Japan other

than a Designated Financial Institution

holding recorded SamuraiBonds or JGBs?

Yes

No relief at source, exemption (full relief) at

source or reclaim of withholding tax available




Residents of Japan other than Designated Financial Institutions holding recorded Samurai Bonds or Japanese Government Bonds (JGBs)

A relief at source or an exemption (full relief at source) is not available to customer who qualifies as being a resident of Japan, other than a Designated Financial Institution holding recorded Samurai Bonds in Clearstream Banking.


Obtaining relief at source from withholding tax

Relief at source - Who can obtain relief at source?The following customers of Clearstream Banking can obtain exemption (full relief at source) on interest on Samurai Bonds.

Relief at source - What documents are required to obtain relief at source?There are different documentation requirements depending on whether the customer is:

• A non-resident of Japan; or

• A Designated Financial Institution resident of Japan, holding recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs).

If the customer is a neither a resident of Japan nor a Designated Financial Institution resident in Japan and holding recorded or bearer Samurai Bonds or JGBs, then no documentation is required.

For eligible customers, to obtain an exemption (full relief at source) from withholding tax on interest, the following documentation must be submitted to Clearstream Banking:

Eligible Beneficial Owners Rate applicableat source See...

Non-residents of Japan 0% -

Designated Financial Institutions resident in Japan, holding recorded Samurai Bonds or Japanese Government Bonds (JGBs)

0% Appendix 2 on page A-4



Document See...

If the customer is a non-resident of Japan, this documentation must be used:

Samurai bonds - One-Time Certificate of Residence outside Japan Appendix 4 on page A-5

One-time certification with the customer's full name and address, completed and signed by the customer under his own letterhead, prior to the first relevant record date. The customer certifies that:

• He is not a resident of Japan for Japanese tax purposes; and

• Interest payments on Samurai Bonds held in his account are exempt from Japanese withholding tax.

If the customer's name or residential status changes, a new One-Time Certificate of Residence should be completed and sent to Clearstream Banking.

How many are provided? One per Clearstream Banking account or specified set of Clearstream Banking accounts.

Who completes it? Customer.

How often is it provided? Once. Valid until revoked.

When is it provided? At least one business day prior to the first record date by10:00 CET.

Copy or original? Original required.

Samurai bonds - Amendment Instruction Appendix 7 on page A-11

Should the customer's account, for which the One-Time Certificate of Residence has already been received by Clearstream Banking, at any time contain securities that are not covered by the One-time Certificate of Residence issued for the account, the customer will need to amend the Certificate. To do so, the customer must send an Amendment Instruction.

How many are provided? One per One-Time Certificate of Residence issued for the Clearstream Banking account or the specified set of Clearstream Banking accounts.


How often is it provided? Each time the customer's account contains securities not covered by the One-Time Certificate of Residence issued for the account.


Copy or original? Any authenticated means of communication.



Relief at source - Customers not eligible for relief at sourceResidents of Japan other than Designated Financial Institutions holding recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs) are subject to 20% withholding tax on interest payments.

As from 1 January 1996, Samurai Bonds held in Clearstream Banking are subject to local withholding tax reporting. Therefore there are different documentation requirements depending on whether the customer is:

• A resident of Japan; or

• A Designated Financial Institution resident of Japan, holding recorded or bearer Samurai Bonds or JGBs.

Document See...

If the customer is a Designated Financial Institution resident in Japan, holding recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs), this documentation must be used:

Samurai bonds - One-Time Certificate of Residence in Japan - Designated Financial Institutions

Appendix 5 on page A-7

One-time certification with the customer's full name and address, completed and signed by the customer under his own letterhead, prior to the first relevant record date. The customer certifies that:

• He is a Designated Financial Institution resident of Japan for Japanese tax purposes; and

• Interest payments on recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs) held in his account are exempt from Japanese withholding tax.

If the customer's name or residential status changes, a new One-Time Certificate of Residence should be completed and sent to Clearstream Banking.






Samurai bonds - Amendment Instruction Appendix 7 on page A-11

Should the customer's account, for which the One-Time Certificate of Residence has already been received by Clearstream Banking, at any time contain securities that are not covered by the One-time Certificate of Residence issued for the account, the customer will need to amend the Certificate. To do so, the customer must send an Amendment Instruction.

How many are provided? One per One-Time Certificate of Residence issued for the Clearstream Banking account or the specified set of Clearstream Banking accounts.


How often is it provided? Each time the customer's account contains securities not covered by the One-Time Certificate of Residence issued for the account.


Copy or original? Any authenticated means of communication.



Relief at source - When is the deadline for receipt of documents?Documentation must be received by Clearstream Banking by the following deadlines:

Document See...

If the customer is a resident of Japan, this documentation must be used:

Samurai bonds - One-Time Certificate of Residence in Japan Appendix 6 on page A-9

One-time certification with the customer's full name and address, completed and signed by the customer under his own letterhead, prior to the first relevant record date. If the customer's residential status changes, a new One-Time Certificate of Residence should be completed and sent to Clearstream Banking.






Document See...

If the customer is a Designated Financial Institution resident in Japan, holding recorded or bearer Samurai Bonds or Japanese Government Bonds (JGBs), this documentation must be used:

Samurai bonds - One-Time Certificate of Residence in Japan - Designated Financial Institution


One-time certification with the customer's full name and address, completed and signed by the customer under his own letterhead, prior to the first relevant record date. If the customer's status changes, a new One-Time Certificate of Residence should be completed and sent to Clearstream Banking.






Document Deadline for receipt by Clearstream Banking

Samurai bonds - One-Time Certificate of Residence outside Japan

One business day prior to the first record date by 10:00 CET.

Samurai bonds - One-Time Certificate of Residence in Japan - Designated Financial Institutions


Samurai bonds - One-Time Certificate of Residence in Japan


Samurai bonds - Amendment Instruction One business day prior to the first record date by 10:00 CET.


Japan - Japanese eurobonds

Japanese eurobonds


Summary of relief availableThe standard rate of withholding tax on interest on Japanese eurobonds is 15%.

The Japanese eurobonds are debt securities issued outside Japan on or after 1 April 1998 by:

• Japanese corporations and certain Japanese government agencies, in any currency, or by

• The Japanese government, in any currency other than Japanese Yen.

The tax and the exemption (full relief at source) procedure, as described below, does not apply to the following securities:

• Commercial Paper;

• Tap-notes provided for in securities offerings prior to 1 April 1998;

• Securities denominated in Swiss francs that are offered and provide for payments only in Switzerland and for which certain other conditions are met; and

• Discounted issues.

Is the beneficial owner:

• A non-resident of Japan (individual or corporation) for Japanese tax purposes; or

• A Japanese Designated Financial Institution (DFI); or

• An individual or corporation resident of Japan for Japanese tax purposes that receives interest payments through a Payment Handling Agent (PHA) in Japan.

Exemption (full relief) at source (see page 14) available. No reclaim of withholding tax

available through Clearstream Banking.

Yes

NoNo relief at source, exemption

(full relief) at source or reclaim of withholding tax

available through Clearstream Banking.

Does the customer hold the Japanese eurobonds

until the 40th day after the issue date?

No

Yes

Has the customer provided a Restricted Period

Certificate by the 40th day (or earlier in case of an interest payment before

that moment)?

No

The uncertified holding is blocked until:

• The Restricted Period Certificate is provided in respect of the blocked securities; or

• The customer certifies that he proposes to transfer the blocked securities to another Clearstream Banking account for the account of a Gross Recipient.

Japanese tax will be withheld from interest payments on Japanese eurobonds for the period of timeduring which they are blocked.

Japanese eurobonds may only be sold to Gross Recipients; they may not be sold

to individuals or corporations resident in Japan for tax purposes unless they are

held through a Japanese Payment Handling Agent (PHA).

Yes



Clearstream Banking customers' eligibility for reliefClearstream Banking customers may be eligible for relief if they are or hold Japanese eurobonds on behalf of the following beneficial owners, who are described as “Gross Recipients”:

• Non-resident of Japan (individual or corporation) for Japanese tax purposes

An exemption (full relief at source) is available if the beneficial owner (being an individual or a corporation) is a non-resident of Japan for Japanese tax purposes.

• Designated Financial Institution (DFI)

An exemption (full relief at source) is available if the beneficial owner qualifies as being a Japanese Designated Financial Institution (DFI). The DFIs as defined by the Japanese Tax Law are listed in the Appendix 2 on page A-4.

• Resident of Japan (individual or corporation) for Japanese tax purposes who receives interest payments through a Payment Handling Agent (PHA) in Japan

An exemption (full relief at source) is available if the beneficial owner qualifies as being a resident of Japan (individual or corporation) for Japanese tax purposes and receives interest payments through a PHA in Japan.

A reclaim of withholding tax on Japanese eurobonds is not available through Clearstream Banking.

Sales restrictionsContractual sales restrictions provide that, during the offering period and for 40 days after the issue date (“the Restricted Period”), Japanese eurobonds may only be sold to Gross Recipients and may therefore not be sold to individuals or corporations resident in Japan for Japanese tax purposes unless those individuals or corporations hold their Japanese eurobonds through a Japanese PHA. Individuals or corporations resident in Japan for Japanese tax purposes may hold Japanese eurobonds after the end of the 40-day period but they will receive interest payments net of the 15% Japanese withholding tax on interest payments.

Restricted PeriodCertification is required from a customer at the end of the Restricted Period (40 days after the issue date) and/or prior to interest payments depending on whether or not the customer is a Japanese PHA holding Japanese eurobonds in a particular account exclusively for beneficial owners who are residents of Japan (individuals or corporations). This certification is described in the two following tables.



Document See...

If the customer is not a Japanese PHA or is a Japanese PHA but does not hold Japanese eurobonds exclusively for beneficial owners that are residents of Japan (individuals or corporations), this documentation must be used:

Restricted Period Certificate Appendix 8 on page A-12

Customers must provide Clearstream Banking with a Restricted Period Certificate in respect of their holding on the “Certification Event Date”, which is the earlier of:

• The last day of the Restricted Period; and

• The first interest payment date.

A customer that:

• Is not a Japanese PHA; or

• Is a Japanese PHA but does not hold Japanese eurobonds exclusively for beneficial owners who are individual residents of Japan or Japanese corporations

certifies in the Restricted Period Certificate that the specified Japanese eurobonds that it holds in its account on the Certification Event Date and, if the certificate is made prior to the last date of the Restricted Period (that is, the 40th day), on the first interest payment date, are held on behalf of beneficial owners who are:

• Non-residents of Japan (individuals or corporations) for Japanese tax purposes; or

• Japanese Designated Financial Institutions (DFI); or

• Residents of Japan (individuals or corporations) for Japanese tax purposes who receive interest payments through a PHA in Japan.

If a customer is unable to provide the Restricted Period Certificate for any portion of its holding in the Japanese eurobonds that are subject to certification, it must indicate the amount of the excluded portion on the certificate.

It is possible that the Japanese eurobonds concerned are also subject to non-U.S. beneficial ownership certification under the TEFRA D Rules and/or Reg S. Under both procedures, it is possible to exclude a specific portion of the total holding from the certification. To the extent that the portion that has been excluded on the Restricted Period Certificate has also been excluded from the non-U.S. beneficial ownership certification and relates to the same beneficial owner, this must be indicated separately on the Restricted Period Certificate. Further details of non-U.S. beneficial ownership certification can be found on the Clearstream Banking web site www.clearstream.com in Announcement G050 dated 14 December 2001.

Customers must notify Clearstream Banking promptly, and in any event prior to the Certification Event Date, by an authenticated means of communication, if any information contained in a previously delivered Restricted Period Certificate will be incorrect on this date.

How many are provided? One per Clearstream Banking account and per Japanese eurobond.



When is it provided? Must be received by Clearstream Banking on the last business day of the Restricted Period or four business days before the first interest payment date (whichever is earlier), by 10:00 CET.

Copy or original? Original, if sent by mail; otherwise, it can be forwarded by an authenticated means of communication.


www.clearstream.com


Blocking securitiesIf a customer does not provide the appropriate Restricted Period Certificate or a Japanese PHA Certificate, when applicable, on time or excludes a portion of its holding from such certification, the uncertified or excluded portion of its holding in the relevant Japanese eurobonds will be blocked.

As long as any Japanese eurobonds are blocked, Japanese tax will be withheld from interest payments on the total holding of the same issue.

The blocking will be lifted if the customer provides Clearstream Banking with:

• A Restricted Period Certificate in respect of the blocked securities, which may refer to the status at the date on which it is signed and need not be made by reference to the Certification Event Date; or

• A notification that the customer proposes to transfer the blocked securities to another Clearstream Banking account (that of the “transferee”) for the account of a Gross Recipient. The notification must be accompanied by a Restricted Period Certificate from the transferee, unless such certification has already been provided by the transferee with respect to another holding of the same Japanese eurobond issue in the transferee's account on the Certification Event Date. The notification must confirm that the transferee's Restricted Period Certificate is valid as of the date that the securities are credited to the transferee's account.

The securities will, however, remain blocked if the blocking is required for a reason other than Japanese tax certification.

Furthermore, customers are reminded that if the Japanese eurobonds are subject to non-U.S. beneficial ownership certification under the TEFRA D Rules and no such certification is provided, no interest payments will be made.

Document See...

If the customer is a Japanese PHA holding Japanese eurobonds exclusively for beneficial owners who are residents of Japan (individuals or corporations), this documentation must be used:

Japanese Payment Handling Agent (PHA) Certificate Appendix 10 on page A-16

A customer that:

• Is a Japanese PHA and

• Holds Japanese eurobonds exclusively for beneficial owners who are individual residents of Japan or Japanese corporations

certifies that all Japanese eurobonds that it may hold, from time to time, in the account specified in the certificate, are held on behalf of individual residents of Japan or Japanese corporations.

A Japanese PHA holding Japanese eurobonds on behalf of any non-residents of Japan must follow the procedures for customers who are not Japanese PHAs. The Japanese PHA Certificate is effective (until revoked by the customer) for all future interest payments made to the account(s) specified in the certificate.




When is it provided? Must be received by Clearstream Banking on the last business day of the Restricted Period or four business days before the first interest payment date (whichever is earlier), by 10:00 CET.





Relief at source - Who can obtain exemption (full relief at source)?Clearstream Banking customers may obtain an exemption (full relief at source) on interest on unblocked Japanese eurobonds if they are or hold them on behalf of the following beneficial owners:

Note: The term “exemption (full relief at source)” means the non-application of Japanese withholding tax on an interest payment to or by Clearstream Banking. It does not imply that Japanese financial intermediaries will not have a duty to apply withholding tax, nor that interest received by beneficial owners who are Japanese residents, Japanese corporations or permanent establishments in Japan of non-Japanese corporations will not be taxable, in accordance with other Japanese tax rules.

Eligible Beneficial Owners Rate applicableat source See...

Non-residents of Japan (individuals or corporations) for Japanese tax purposes

0% -

Japanese Designated Financial Institutions (DFI) 0% Appendix 2 on page A-4

Residents of Japan (individuals or corporations) for Japanese tax purposes that receive interest payments through a PHA in Japan

0% -



Relief at source - What documents are required?There are different documentation requirements depending on whether the customer:

• Is not a Japanese PHA; or

• Is a Japanese PHA.

Document See...

If the customer is not a Japanese PHA or is a Japanese PHA but does not hold Japanese eurobonds exclusively for beneficial owners who are residents of Japan (individuals or corporations), this documentation must be used:

Master Representation Appendix 11 on page A-17

In order to obtain exemption (full relief at source) from Japanese withholding tax, a customer must send Clearstream Banking a duly completed and executed Master Representation, whereby the customer certifies that all Japanese eurobonds that it may hold, from time to time, in the account(s) specified in the Master Representation, are held on behalf of Gross Recipients, unless it advises Clearstream Banking otherwise by sending an “Excluded Securities Notice” (see below).

The Master Representation is effective, until revoked by the customer, for all future interest payments made to the account(s) concerned, except for interest payments:

• In respect of which the customer has delivered an “Excluded Securities Notice”; or

• In respect of any Japanese eurobonds that are blocked in the account(s) referred to in the Master Representation for lack of Restricted Period Certification.

All interest payments made on Japanese eurobonds held in accounts for which no Master Representation has been provided will be made net of Japanese withholding tax at a rate of 15%.




When is it provided? At least four business days before the first interest payment date by 10:00 CET.


Excluded Securities Notice Appendix 11 on page A-17

If on a given interest payment date, a customer holds Japanese eurobonds in an account for which it has provided a Master Representation on behalf of a person who is not a Gross Recipient, it must provide Clearstream Banking with a duly completed and executed Excluded Securities Notice notifying Clearstream Banking that a portion of the interest payment for which it is provided is not eligible for exemption (full relief) from Japanese withholding tax.

How many are provided? One per Clearstream Banking account and per excluded security.


How often is it provided? Per interest payment.





Relief at source - When is the deadline for receipt of documents?Documentation must be received by Clearstream Banking by the following dates:

Document See..

If the customer is a Japanese PHA holding unblocked Japanese eurobonds exclusively for beneficial owners who are residents of Japan (individual or corporations), this documentation must be used:

Japanese Payment Handling Agent Certificate Appendix 10 on page A-16

A customer that:

• Is a Japanese PHA, and

• Holds Japanese eurobonds exclusively for beneficial owners who are individual residents of Japan or Japanese corporations

certifies that all Japanese eurobonds that it may hold, from time to time, in the account specified in the certificate, are held on behalf of individual residents of Japan or Japanese corporations.

A PHA that holds Japanese eurobonds on behalf of any non-residents of Japan must follow the procedures for customers who are not PHAs. The PHA Certificate is effective (until revoked by the customer) for all future interest payments made to the account(s) specified in the certificate.

If this certificate has already been provided at the end of the Restricted Period, it also gives the right to obtain exemption (full relief at source) from Japanese withholding tax on interest from Japanese eurobonds through Clearstream Banking.

If this certificate has not yet been provided, as the securities were not held during the Restricted Period, the customer must provide it to Clearstream Banking in order to obtain exemption (full relief at source).







Restricted Period Certificate The earlier of the last business day of the Restricted Period or four business days before the first interest payment date by 10:00 CET.

Payment Handling Agent Certificate The earlier of the last business day of the Restricted Period or four business days before the first interest payment date by 10:00 CET.

Master Representation Four business days before the first interest payment date by 10:00 CET.

Excluded Securities Notice Four business days before the relevant interest payment date by 10:00 CET.


Japan - Equities

Equities

Japanese listed equities


Summary of relief availableThe withholding tax rates on dividends paid on Japanese listed equities currently applicable are:

The above tax rates are applicable to all except individual investors who are "substantial shareholders”, who are subject to the full 20% tax rate regardless of whether they are Japanese residents or not.

Is the ClearstreamBanking customer:

• A resident of Zambia; or• An international

organisation recognised as tax-xempt by the Japanese Tax Authorities?

Withholding tax is applied at source at the rate of 10% (see page 21). No

reclaim of withholding tax available through

Clearstream Banking.

No

Yes

Is the beneficial owner a Japanese individual

resident with a registered address in Japan or a

foreign individual who has been resident in Japan for

more than one year?

No

Is the beneficialowner a qualifyingU.S. pension fund?




Yes

No




Yes

Withholding tax is applied at source at the standard

rate of of 7% (see page 21). No reclaim of withholding

tax available through Clearstream Banking.

Residence of recipient National tax Local tax Total tax

Residents of Japan:

• individual a• non-individual

a. The beneficial owner is either a Japanese individual resident with a registered address in Japan or a foreign individual who has been registered as resident in Japan for more than one year.

7%7% b

b. The rate may be reduced if the applicable DTT stipulates a lower rate or if the securities are held by an international organisation entitled to exemption (full relief).

3%not applicable

10%7%

Non-residents of Japan 7% not applicable 7% b


Japan - Equities

Important note: Japanese listed equities represent a majority of the Japanese equities in the Clearstream Banking system and dividends on them will be paid with the reduced rate without the requirement to submit any documentation (except the Power of Attorney, which is required for purposes other than tax).

Recipients' eligibility for reliefRecipients' eligibility for relief is as follows:

International organisationsExemption at source on dividends paid on all Japanese listed equities is available to a Clearstream Banking customer who has been recognised as tax-exempt by the Japanese Tax Authorities.

A reclaim of withholding tax on dividends is not available through Clearstream Banking.

Residents of ZambiaAn exemption (full relief at source) is available if the Clearstream Banking customer qualifies as a resident of Zambia (the DTT between Japan and Zambia stipulates a 0% rate).


U.S. pension fundsExemption at source is available in accordance with the DTT between Japan and the U.S.A. for beneficial owners that are U.S. pension funds, provided that the dividends are not derived from carrying on a business, either directly or indirectly, by such pension funds.



Relief at source - Who can obtain relief at source?Most of the DTTs concluded by Japan stipulate a rate equal to or higher than 7% and, therefore, no relief at source is available except if:

• The Clearstream Banking customer is resident in a country that has conclude a DTT with Japan that stipulates a withholding tax rate lower than 7% (currently only applicable for residents of Zambia); or

• The Clearstream Banking customer is an international organisation recognised as tax exempt by the Japanese Tax Authorities; or

• The beneficial owner is a U.S. pension fund, provided that the dividends are not derived from carrying on a business, either directly or indirectly, by such a pension fund.

Exemption at source for these recipients is available only if the appropriate documentation is submitted to Clearstream Banking.


Recipients can obtain exemption (full relief at source) from withholding tax on dividends paid on Japanese listed equities as follows:

Recipient Rate applicable at source See...

Clearstream Banking customers recognised as a tax exempt international organisation by the Japanese Tax Authorities

0% -

Clearstream Banking customers resident of Zambia 0% tax treaty rate -

Beneficial owners that are U.S. pension funds 0% -


Japan - Equities

Relief at source - What documents are required?There are different documentation requirements depending on whether the customer:

• holds Japanese listed equities on behalf of individuals resident in Japan; or

• holds Japanese equities on behalf of U.S. pension funds; or

• is an international organisation recognised as tax exempt by the Japanese Tax Authorities; or

• is a resident of Zambia; or

• is neither an international organisation recognised as tax exempt by the Japanese Tax Authorities nor a resident of Zambia.

The documents to be completed and submitted to Clearstream Banking in order to obtain the appropriate rate of withholding tax at source on dividends are described in more detail in the following tables:

Document See...

If the customer holds Japanese listed equities on behalf of individuals resident in Japan, this documentation must be used:

Declaration of Japanese listed equities held by individuals resident in Japan


Customers holding Japanese listed equities on behalf of individuals resident in Japan must complete and submit this declaration before each dividend payment. The declaration requests information on the quantities of securities held and the tax prefectures of the individuals resident in Japan. A list of Japanese tax prefectures is provided in Appendix 3 on page A-4.



How often is it provided? Per dividend payment.

When is it provided? At the latest five business days after the relevant record date by 10:00 CET.


Power of Attorney to HSBC Appendix 16 on page A-25

A Power of Attorney in favour of Clearstream Banking's depository must be provided by the customer in order to allow Clearstream Banking's depository to act as his legal representative in relation to custody administration of the Japanese equities that the customer holds in Clearstream Banking. The customer must ensure that all accounts in which they may hold Japanese equities are included in this form.




When is it provided? At least one business day prior to the first relevant record date by 10:00 CET.



Japan - Equities

Document See...

If the customer holds Japanese listed equities on behalf of U.S. pension funds, this documentation must be used:

Declaration of Japanese equities held by U.S. pension funds Appendix 17 on page A-26

Customers holding Japanese equities on behalf of U.S. pension funds must complete and submit this declaration before each dividend payment date. The declaration requests information on the pension fund and on the quantity of securities held by the pension fund.

How many are provided? One per pension fund.





Form 6166 -

Form 6166, U.S. Residency Certification Letter, is required in order to confirm that the U.S. resident beneficial owner has filed a U.S. income tax return.

A certification of U.S. taxes is usually needed to reduce the tax withheld in the payer country for a U.S. resident who pays taxes in both the U.S.A. and a foreign country with which the U.S.A. has a treaty. It must include the name and U.S. address of the beneficial owner and the tax year being certified.


Who completes it? Beneficial owner’s local tax authority.

How often is it provided? Annually. Valid for the year following the date of issue.

When is it provided? At the latest five business days after the first relevant record date by 10:00 CET.










Japan - Equities

Document See...

If the customer is an international organisation recognised as tax exempt by the Japanese Tax Authorities, this documentation must be used:

Certificate of Exemption -

Japanese Tax Authorities confirmation that it recognises the Clearstream Banking customer as a tax exempt international organisation.

How many are provided? One per Clearstream Banking customer that is a tax exempt international organisation.

Who completes it? Japanese Tax Authorities.



Copy or original? Authenticated copy required.








Document See...

If the customer is a resident of Zambia, this documentation must be used:

Certificate of Entitlement to Applicable Tax Treaty Appendix 15 on page A-23

One-time certification certifying that the customer qualifies for the 0% rate of withholding tax in accordance with the DTT between Japan and Zambia. Any changes affecting the content of the certificate must be reported immediately by the customer to Clearstream Banking. Upon request by the Japanese Tax Authorities, further information with regard to holdings in Japanese equities must be provided.







Japan - Equities









Document See...

If the customer is neither an international organisation nor a resident of Zambia, this documentation must be used:








Document (cont’d) See...

If the customer is a resident of Zambia, this documentation must be used: (cont’d)


Declaration of Japanese listed equities held by Japanese individual residents

Five business days after each relevant record date by 10:00 CET.

Declaration of Japanese equities held by U.S. pension funds

Five business days after each relevant record date by 10:00 CET.

Form 6166 Five business days after the first record date by 10:00 CET.

Power of Attorney to HSBC One business day prior to the first record date by 10:00 CET.

Certificate of Exemption One business day prior to the first record date by 10:00 CET.

Certificate of Entitlement to Applicable Tax Treaty



Japan - Equities

Japanese unlisted equities


Summary of relief availableThe standard rate of withholding tax on dividends is 20%.

Recipients' eligibility for reliefRecipients’ eligibility for relief is as follows:

Residents of a DTT countryRelief at source is available if the Clearstream Banking customer qualifies for the benefit of a reduced rate of withholding tax in accordance with a Double Taxation Treaty (DTT) between its country of residence and Japan. The maximum rate of withholding tax is defined in the relevant DTT in Appendix 1 on page A-2.


Is the recipient:

• A Clearstream Banking customer recognised as a tax exempt international organisation by the Japanese Tax Authorities; or

• A beneficial owner that qualifies as a U.S. pension fund?

No relief at source, exemption (full relief at

source) or reclaim of withholding tax available


No

YesIs the customer of Clearstream Banking a

resident of Japan?

No

Exemption at source (see page 28) available. No

reclaim of withholding tax available through

Clearstream Banking.

Yes

Relief at source (see page 28) available at the rate defined in the DTT.

No reclaim of withholding tax available through Clearstream Banking.

YesIs the Clearstream Banking customer

resident in a country that has a DTT with Japan?

No

No relief at source, exemption (full relief at

source) or reclaim of withholding tax available



Japan - Equities

International organisationsExemption at source on dividends paid on all Japanese unlisted equities is available to a Clearstream Banking customer that is an international organisation recognised as tax exempt by the Japanese Tax Authorities.


U.S. pension fundsExemption at source is available in accordance with the DTT between Japan and the U.S.A. for beneficial owners that are U.S. pension funds, provided that the dividends are not derived from carrying on a business, either directly or indirectly, by such pension funds.



Relief at source - Who can obtain relief at source?Recipients can obtain relief at source or exemption (full relief at source) from withholding tax on dividends paid on Japanese unlisted equities as follows:

Relief at source - What documents are required?There are different documentation requirements depending on whether the customer is:

• Holding Japanese equities on behalf of U.S. pension funds; or

• A resident of a DTT country; or

• An international organisation recognised as tax exempt by the Japanese Tax Authorities.

The documents to be completed and submitted to Clearstream Banking in order to obtain relief at source or exemption (full relief at source) from withholding tax on dividends are described in more detail in the following tables:

Recipient Rate applicableat source See...

Clearstream Banking customers resident in a DTT country Tax treaty rate or 20%, whichever is lower


Clearstream Banking customers recognised as a tax exempt international organisation by the Japanese Tax Authorities

0% -

Beneficial owners that are U.S. pension funds 0% -


Japan - Equities

Document See...

If the customer holds Japanese unlisted equities on behalf of U.S. pension funds, this documentation must be used:

Declaration of Japanese equities held by U.S. pension funds Appendix 17 on page A-26

Customers holding Japanese equities on behalf of U.S. pension funds must complete and submit this declaration before each dividend payment date. The declaration requests information on the pension fund and on the quantity of securities held by the pension fund.






Form 6166 -

Form 6166, U.S. Residency Certification Letter, is required in order to confirm that the U.S. resident beneficial owner has filed a U.S. income tax return.

A certification of U.S. taxes is usually needed to reduce the tax withheld in the payer country for a U.S. resident that pays taxes in both the U.S.A. and a foreign country with which the U.S.A. has a treaty. It must include the name and U.S. address of the beneficial owner and the tax year being certified.


Who completes it? Beneficial owner’s local tax authority.

How often is it provided? Annually. Valid for the year following the date of issue.

When is it provided? At the latest five business days after the first relevant record date by 10:00 CET.










Japan - Equities

Document See...

If the customer is a resident of a DTT country, this documentation must be used:

Certificate of Entitlement to Applicable Tax Treaty Appendix 15 on page A-23

One time certification certifying that the customer qualifies for the reduced rate of withholding tax in accordance with the applicable DTT. Any changes affecting the content of the certificate must be reported immediately by the customer to Clearstream Banking. Upon request by the Japanese Tax Authorities, further information with regard to holdings in Japanese equities must be provided.













Document See...

If the customer is an international organisation recognised as tax exempt by the Japanese Tax Authorities, this documentation must be used:

Certificate of Exemption -

Japanese Tax Authorities confirmation that it recognises the Clearstream Banking customer as a tax exempt international organisation.

How many are provided? One per Clearstream Banking customer that is a tax-exempt international organisation.

Who completes it? Japanese Tax Authorities.



Copy or original? Authenticated copy required.


Japan - Equities









Document (cont’d) See...

If the customer is an international organisation recognised as tax exempt by the Japanese Tax Authorities, this documentation must be used: (cont’d)


Declaration of Japanese equities held by U.S. pension funds

Five business days after the relevant record date by 10:00 CET.

Form 6166 Five business days after the first record date by 10:00 CET.

Power of Attorney to HSBC One business day prior to the first record date by 10:00 CET.

Certificate of Exemption One business day prior to the first record date by 10:00 CET.

Certificate of Entitlement to Applicable Tax Treaty One business day prior to the first record date by 10:00 CET.


Japan - Equities

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A. Appendices

Tip: An easy way of writing the letters required for an application is to copy them from the appendices using Acrobat Reader, then edit and print them. To copy the text of any example letters using your Acrobat Reader, select the text cursor using the ABC icon or the Tools-Select Text command, drag across the required text, then select Edit-Copy. In your own word processing package, you can then paste the text (this pastes the copied characters, but does not keep the original formatting), complete the letter, and print it on your own letterhead.

General:Appendix 1. Equities - Double Taxation Treaties concluded by Japan and currently in force

Appendix 2. List of Designated Financial Institutions

Appendix 3. List of Japanese Tax Prefectures

For relief at source:Appendix 4. Samurai Bonds - One-Time Certificate of Residence outside Japan

Appendix 5. Samurai Bonds and Japanese Government Bonds - One-Time Certificate of Residence in Japan - Designated Financial Institutions

Appendix 6. Samurai Bonds - One-Time Certificate of Residence in Japan

Appendix 7. Samurai bonds - Amendment Instructions to Clearstream Banking, Luxembourg

Appendix 8. Restricted Period Certificate

Appendix 9. Restricted Period Certificate (Participant’s Certificate) for Japanese Eurobonds issued after 31 March 2010

Appendix 10. Japanese Payment Handling Agent Certificate

Appendix 11. Master Representation for Debt Obligations issued outside Japan before 1 April 2010

Appendix 12. Master Representation for Debt Obligations issued outside Japan on or after 1 April 2010

Appendix 13. Excluded Securities Notice

Appendix 14. Declaration of Japanese Listed Equities held by Individuals Resident in Japan

Appendix 15. Equities - Certificate of Entitlement to Applicable Tax Treaty

Appendix 16. Power of Attorney to HSBC

Appendix 17. Declaration of Japanese Equities held by U.S. Pension Funds

Appendix 18. Japanese Payment Handling Agent (PHA) Certificate

Appendix 19. Notice of Specially Related Person of the Issuer Status

Appendix 20. Request to Clearstream Banking to Obtain Treaty Relief on Japanese Convertible Bonds

Clearstream Banking January 2014Customer Tax Guide - Japan A - 1 of 32

Japan - Appendices

Appendix 1. Equities - Double Taxation Treaties concluded by Japan and currently in force

Note: Clearstream Banking provides these rates for information purposes only and does not assume liability in any case of error, omission or consequential damages. The rate as prescribed in the DTT assumes that the beneficial owner does not hold a substantial percentage of the share capital of the company paying the dividend. Different rates may apply for substantial holdings. Please refer to the actual DTT or your tax advisor for further information.

There is currently no prescribed form for tax refund available for use.

Country (Sheet 1 of 2)

Rate prescribed by the DTT - Dividends (%)

Tax relief available for unlisted equities (%)

Prescribed form for tax refund

The standard rate of withholding tax on dividends paid on unlisted equities is 20% before any relief.a

Armenia 15 5 -Australia 10 10 -Austria 20 0 -Azerbaijan 15 5 -Bangladesh 15 5 -Belarus 15 5 -Belgium 15 5 -Brazil 12.5 7.5 -Bulgaria 15 5 -Canada 15 5 -China 10 10 -Czech Republic 15 5 -Denmark 15 5 -Egypt 15 5 -Fiji 15 5 -Finland 15 5 -France 10 10 -Georgia 15 5 -Germany 15 5 -Hungary 10 10 -India 15 5 -Indonesia 15 5 -Ireland 15 5 -Israel 15 5 -Italy 15 5 -Korea, Republic of 15 5 -Kyrgyzstan 15 5 -Luxembourg 15 5 -Malaysia 15 5 -Mexico 15 5 -Moldova 15 5 -Netherlands 15 5 -New Zealand 15 5 -Norway 15 5 -Pakistan 10 10 -Philippines 15 5 -Poland 10 10 -

January 2014 Clearstream Banking A - 2 Customer Tax Guide - Japan

Japan - Appendices

Romania 10 10 -Russia 15 5 -Singapore 15 5 -Slovak Republic 15 5 -South Africa 15 5 -Spain 15 5 -Sri Lanka 20 0 -Sweden 15 5 -Switzerland 15 5 -Tajikistan 15 5 -Thailand 20 0 -Turkey 15 5 -Turkmenistan 15 5 -Ukraine 15 5 -United Kingdom 10 10 -United States of America 10 10 -Uzbekistan 15 5 -Vietnam 10 10 -Zambia 0 20 -

a. The standard rate of withholding tax on dividends paid on Japanese listed equities is 7%. Due to the fact that most of the Double Taxation Treaties (DTTs) concluded by Japan stipulate a rate equal to or higher than 7%, no relief at source based on a DTT is available, except if the customer of Clearstream Banking is a resident of Zambia (the DTT between Japan and Zambia stipulates a 0% rate).

Country (Sheet 2 of 2)

Rate prescribed by the DTT - Dividends (%)

Tax relief available for unlisted equities (%)

Prescribed form for tax refund

Clearstream Banking January 2014Customer Tax Guide - Japan A - 3

Japan - Appendices

Appendix 2. List of Designated Financial Institutions

Appendix 3. List of Japanese Tax Prefectures

Japanese Name English Translation(Licensed branches of) Gaikoku Shoken Kaisha

Branches of foreign securities firms that have obtained a license under Article 3, Paragraph 3, Item 1 (License of Business) of the Law Concerning Foreign Securities Firms

(Licensed) Shoken Kaisha Securities companies that have obtained a license under Article 28, Paragraph 2, Item 1, of the Securities and Exchange Act

(Licensed) Shoken Kinyu Kaisha Securities finance companies that have obtained a license under Article 156-3, Paragraph 1 (Application for License and attachments) of the Securities and Exchange Act

Gyogyo Kyodo Kumiai Fisheries CooperativesGyogyo Kyodo Kumiai Rengokai National Federation of Fisheries Cooperative AssociationsKasai Kyosai Kyodo Kumiai Mutual Fire Insurance CooperativesKasai Kyosai Kyodo Kumiai Rengokai National Federation of Mutual Fire Rengokai Insurance Cooperative

AssociationsKinko BanksKyosai Suisan-gyo Kyodo Kumiai Rengokai

National Mutual Insurance Federation of Fisheries Cooperatives

Nogyo Kyodo Kumiai Agricultural CooperativesNogyo Kyodo Kumiai Rengokai National Federation of Agricultural Cooperative AssociationsNorin Chuo Kinko The Norin Chukin BankRodio Kinko Rengokai The Rokinren BankRodo Kinko Labor BanksSeimei Hoken Kaisha Life Insurance CompaniesShintaku Kaisha Trust CompaniesShinyo Kinko Shinkin BanksShinyo Kinko Rengokai Central cooperative Bank for Shinkin BankShoko Kumiai Chuo Kinko Central Bank for Commercial and Industrial CooperativesShynio Kyodo Kumiai Credit CooperativesShynio Kyodo Kumiai Rengokai The Shinkumi Federation BankSongai Hoken Kaisha Non-life Insurance CompaniesSuisan Kako-gyo Kyodo Kumiai Fisheries Processor CooperativesSuisan Kako-gyo Kyodo Kumiai Rengokai

National Federation of Fisheries Processor Cooperative Associations

Aichi Hiroshima Kumamoto Oita TochigiAkita Hokkaido Kyoto Okayama TokushimaAomori Hyogo Mie Okinawa TokyoChiba Ibaraki Miyagi Osaka TottoriEhime Ishikawa Miyazaki Saga ToyamaFukui Iwate Nagano Saitama WakayamaFukuoka Kagawa Nagasaki Shiga YamagataFukushima Kagoshima Nara Shimane YamaguchiGifu Kanagawa Niigata Shizuoka YamanashiGunma Kochi


Japan - Appendices

Appendix 4. Samurai Bonds - One-Time Certificate of Residence outside Japan

[Customer’s letterhead]

Clearstream Banking SA Singapore Branch Attn: Tax Singapore 9 Raffles Place #55-01 Republic Plaza Singapore 048619

Dear Sirs,

We, the undersigned customer of Clearstream Banking Luxembourg (CBL), may from time to time hold in our Account debt securities issued by (i) entities organised under laws other than those of Japan or (ii) any governmental agency not resident for tax purposes in Japan, but on which the interest is payable in Japan. Any such debt securities as may from time to time be credited to the Account are herein referred to as “Samurai bonds”.

In order to evidence entitlement to exemption (full relief) from Japanese withholding tax on payments of interest on Samurai bonds, we hereby certify as follows:

1. We are not resident in Japan for Japanese tax purposes.

2. All interest paid on Samurai bonds is exempt from Japanese withholding tax by virtue of our residence outside Japan, as referred to in paragraph 1 above, unless we notify CBL to the contrary before the applicable record date.

3. We will notify CBL promptly upon any change of circumstances or upon receipt of any information that would render any statement in this declaration untrue if made at the time of such change of circumstances or receipt of such information.

4. We hereby appoint CBL and/or CBL's depositories for Samurai bonds as our attorney(s) with powers of attorney:

a) To collect from CBL and/or to report or produce to the appropriate Japanese Tax Authorities such information (including: this certificate or a copy hereof, any documentation submitted to CBL pursuant to this certificate, the balance of Samurai bonds in the Account, and information on the amount of interest received) as is required to establish entitlement to exemption (full relief) from Japanese withholding tax on payments of interest on Samurai bonds; and

b) To collect from CBL and/or to produce this certificate or a copy hereof, any documentation submitted to CBL pursuant to this certificate, the balance of Samurai bonds in the Account, and information on the amount of interest received, to the appropriate Japanese authorities, including the Japanese Tax Authorities, in connection with any administrative or legal proceedings or official inquiries to which this certificate is or would be relevant.

5. We hereby accept full responsibility in case of any claims or additional taxes, interest thereon, or penalties levied by tax authorities in connection with any payments made subject to this certification including any additional information provided in connection to it.

Clearstream Banking account(s): (Clearstream Banking account number(s)) (the “Account”)


Japan - Appendices

Appendix 4 (cont). Samurai Bonds - One-Time Certificate of Residence outside Japan

Name of Clearstream Banking customer: __________________________________________________________

Address: _____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,

.

Authorised Signature Authorised Signature

Name Name

Title Title

Place Date


Japan - Appendices

Appendix 5. Samurai Bonds and Japanese Government Bonds - One-Time Certificate of Residence in Japan - Designated Financial Institutions



We, the undersigned customer of Clearstream Banking, société anonyme ("Clearstream Banking"), may hold, from time to time, in our securities Account with Clearstream Banking:

• Debt securities issued by entities organised under laws other than those of Japan or any governmental agency not resident for tax purposes in Japan, but on which the interest is payable in Japan (herein referred to as "Samurai bonds"); or

• Japanese Government Bonds ("JGBs").

In order to evidence entitlement to exemption (full relief) from Japanese withholding tax on payments of interest of Samurai bonds and JGBs, we hereby certify as follows:

1. We are a Designated Financial Institution that is (please tick one box only):

entitled to exemption (full relief) from Japanese withholding tax on interest payments on recorded form Samurai bonds and JGBs, by virtue of Article 8 of the Special Taxation Measures Law of Japan.

2. All interest paid on recorded form Samurai bonds and JGBs is, unless we notify Clearstream Banking to the contrary before the applicable record date, exempt from Japanese withholding tax by virtue of Article 8 of the Special Taxation Measures Law of Japan, as referred to in paragraph 1 above.

3. We hereby appoint Clearstream Banking and/or Clearstream Banking’s depositories for Samurai bonds and JGBs as our attorney(s) with powers of attorney:

a) To collect from Clearstream Banking and/or to report or produce to the appropriate Japanese Tax Authorities such information (including: this certificate or a copy hereof; any documentation submitted to Clearstream Banking pursuant to this certificate; the balance of Samurai bonds and JGBs in the Account; and information on the amount of interest received) as is required to establish entitlement to exemption (full relief) from Japanese withholding tax on payments of interest on Samurai bonds and JGBs; and

b) To collect from Clearstream Banking and/or to produce: this certificate or a copy hereof; any documentation submitted to Clearstream Banking pursuant to this certificate; the balance of Samuraibonds and JGBs in the Account; and information on the amount of interest received, to the appropriate Japanese authorities, including the Japanese Tax Authorities, in connection with any administrative or legal proceedings or official inquiries to which this certificate is or would be relevant.


Resident for tax purposes in Japan; or

An overseas branch of a Japanese corporation;


Japan - Appendices

Appendix 5 (cont). Samurai Bonds and Japanese Government Bonds - One-Time Certificate of Residence in Japan - Designated Financial Institutions

4. We hereby accept full responsibility and indemnify Clearstream Banking in the event of any claims or additional taxes, interest thereon, or penalties levied by tax authorities in connection with any payments made in relation to this certificate, including any subsequent amendment.

5. We hereby certify that all above information is true, correct and complete as of the date mentioned above and that we will notify Clearstream Banking promptly upon any change of circumstances or upon receipt of any information that would render any statement in this declaration untrue if made at the time of such change of circumstances or receipt of such information.

We furthermore confirm hereby that we are authorised representatives of the customer named below.


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,

.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 6. Samurai Bonds - One-Time Certificate of Residence in Japan



Dear Sirs,

We, the undersigned customer of Clearstream Banking (CBL), may hold, from time to time in our Account, debt securities issued (i) by entities organised under laws other than those of Japan or (ii) by any governmental agency not resident for tax purposes in Japan, but on which the interest is payable in Japan. Any such debt securities as may from time to time be credited to the Account are herein referred to as “Samurai bonds”.

In order to evidence entitlement to exemption (full relief) from Japanese withholding tax on payments of interest on Samurai bonds, we hereby certify that:

1. The beneficial owners (including ourselves, if applicable) on whose behalf exemption at source is requested are not resident in Japan for Japanese tax purposes.

2. All interest paid on Samurai bonds is exempt from Japanese withholding tax by virtue of the beneficial owners (including ourselves, if applicable) being resident outside Japan, as referred to in paragraph 1 above, unless we notify CBL to the contrary before the applicable record date.

3. We will notify CBL promptly upon any change of circumstances or upon receipt of any information that would render any statement in this declaration untrue if made at the time of such change of circumstances or receipt of such information.

4. We hereby appoint CBL and/or CBL’s depositories for Samurai bonds as our attorney(s) with powers of attorney:

a) To collect from CBL and/or to report or produce to the appropriate Japanese Tax Authorities such information (including: this certificate or a copy hereof, any documentation submitted to CBL pursuant to this certificate, the balance of Samurai bonds in the Account, and information on the amount of interest received) as is required to establish entitlement to exemption (full relief) from Japanese withholding tax on payments of interest on Samurai bonds; and

b) To collect from CBL and/or to produce this certificate or a copy hereof, any documentation submitted to CBL pursuant to this certificate, the balance of Samurai bonds in the Account, and information on the amount of interest received, to the appropriate Japanese authorities, including the Japanese Tax Authorities, in connection with any administrative or legal proceedings or official inquiries to which this certificate is or would be relevant.



Japan - Appendices

Appendix 6 (cont). Samurai Bonds - One-Time Certificate of Residence in Japan

5. We hereby accept full responsibility in case of any claims or additional taxes, interest thereon, or penalties levied by tax authorities in connection with any payments made subject to this certification including any additional information provided in connection to it.

6. This certificate is governed and construed in accordance with the laws of Luxembourg and the courts of Luxembourg shall have exclusive jurisdiction for all legal proceedings relating thereto.


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,

.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 7. Samurai bonds - Amendment Instructions to Clearstream Banking, Luxembourg

(To be sent by an authenticated means of communication.)

ATTN. CLEARSTREAM BANKING / CUSTODY OPERATIONS / DOMESTIC MARKETS / JAPAN

REF.: ONE-TIME CERTIFICATE OF RESIDENCE / SAMURAI BONDS

CBL Customer’s Account: ______________________________________________________________________

Security code: (Common Code or ISIN)_____________________________________________________________

Description of the Security: ______________________________________________________________________

Interest due on: ______________________________________________________________________

We hereby certify that the following total position is subject to Japanese withholding tax:

Nominal amount: ______________________________________________________________________

We hereby confirm that the statements in our “One-Time Certificate of Residence outside Japan” or in our “One-Time Certificate of Residence in Japan - Designated Financial Institutions” are correct, true and complete, subject to the foregoing amendment.


Japan - Appendices

Appendix 8. Restricted Period Certificate



Re: Security Code (Common Code or ISIN): __________________________________________________

Security Description: ____________________________________________________________ (the “Securities”)

Certification Event Date: _____________________

We hereby certify that, based on information provided by the persons for whose account we hold the above-captioned Securities and except as set forth below, as at the date hereof and, if this certification is delivered beforethe Certification Event Date, on the Certification Event Date, all Securities in the Account are either:

1. beneficially owned by persons that are not individual residents of Japan or Japanese corporations for Japanese tax purposes; or

2. held for its own proprietary account by a Japanese financial institution that is designated in Article 3-2 paragraph (19) of the Cabinet Order of 17 December 1997 (the “Cabinet Order”) relating to the Special Taxation Measures Law of Japan (the “Law”) as a Bank, a Shinkin Bank, the Federation of Shinkin Banks, The Shoko Chukin Bank, The Norinchukin Bank, a life insurance company, a non-life insurance company, or a securities company licensed under Article 28 paragraph (2) item (i) of the Securities and Exchange Law of Japan (a “Designated Financial Institution”); or

3. held for the account of an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities is made through a payment handling agent in Japan as defined in Article 2-2 paragraph (2) of the Cabinet Order.

This certification excepts and does not relate to interest payable in respect of ________________ principal amount

of Securities in respect of which we are not able to certify. We understand that these Securities will be blocked.

We were unable to provide a non-U.S. beneficial ownership certification under the TEFRA D Rules and/or, if

applicable, Regulation S in respect of _________________ principal amount of such Securities and we confirm that

__________________ principal amount of such uncertified holding of the Securities are held on behalf of the same

person(s) as the person(s) on whose behalf the Securities excluded from the Restricted Period Certificate are held.

We agree to amend this certificate if we receive information that it is not correct or will not be correct on the Certification Event Date.



Japan - Appendices

Appendix 8 (cont). Restricted Period Certificate

Our full business name is: _______________________________________________________________________

1. Our address in the place in which we are organised or resident for tax purposes is

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

2. The aggregate principal amount of Securities to which this Certificate relates is: _____________________

3. We undertake to notify you promptly of any circumstance that would render any statement in this certificate incorrect or incomplete.

4. We understand that you will provide a certification based on this certificate to the paying agent for the Securities, and that the issuer and the paying agent will rely on that certification in determining their obligations under Article 6 paragraphs (2) and (7) of the Law and Article 3-2 paragraphs (8) and (9) of the Cabinet Order. If administrative or legal proceedings are commenced or threatened in connection with which this certification would be relevant, we irrevocably authorise you to produce the certificate to any interested party in such proceedings.

Date: _______________________

.

Customer's corporate name and address (if different from the address indicated above):

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

Note: As used in this certificate, the term “Certification Event Date” refers to (i) the first day following expiration of the 40-day period after the issue date or (ii) the first interest payment date, whichever is earlier.

Authorised Signature

Name

Title


Japan - Appendices

Appendix 9. Restricted Period Certificate (Participant’s Certificate) for Japanese Eurobonds issued after 31 March 2010



With regard to the following security1:

Security code: ISIN or Common Code: _____________________________________________________________

Security Description: _____________________________________________________________ (the “Securities”)

Certification Event Date: ________________________________________________________________________

We hereby certify that, based on information provided by the persons for whose account we hold the above-captioned Securities issued on or after 1 April 2010 and except as set forth below, as at the date hereof and, if this certification is delivered before Certification Event Date2, all Securities in the Account on Certification Event Date are either:

1. beneficially owned by persons that:

a) are, for Japanese tax purposes, neither individual residents of Japan nor Japanese corporations; and

b) were not, as of the beginning of the current fiscal year of the issuer of the Securities, and are not, as of the Certification Event Date, an individual non-resident of Japan or a non-Japanese corporation that, in either case, is a person having a special relationship with the issuer of the Securities as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the “Act”) (a “Specially-related person of the issuer”);

OR

2. held, for its proprietary account, by a Japanese financial institution that is designated in Article 3-2-2 paragraph (29) of the Cabinet Order relating to the Act (Cabinet Order No. 43 of 1957, as amended) (the “Cabinet Order”) as a Bank, a Shinkin Bank, the Federation of Shinkin Banks, The Shoko Chukin Bank, The Norinchukin Bank, a life or non-life insurance company or one of certain financial instruments business operators prescribed under Article 2 paragraph (9) of the Financial Instruments and Exchange Act of Japan;

OR

3. held for the account of an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities is made through a Japanese Payment Handling Agent as defined in Article 2-2 paragraph (2) of the Cabinet Order.

This certification excepts and does not relate to interest payable in respect of principal amount of Securities principal amount of Securities in respect of which we are not able to certify.

We agree to amend this certificate if we receive information that it is not correct or will not be correct on the Certification Event Date.


1. This form is not to be used for Taxable Linked Notes.2. The earlier of (i) the first day following the expiration of the 40-day period after the issue date and (ii) the first interest payment date.


Japan - Appendices

Appendix 9 (cont). Restricted Period Certificate (Participant’s Certificate) for Japanese Eurobonds issued after 31 March 2010

This certificate will not apply to the Securities of which the amount of interest is to be calculated by reference to certain indexes (as prescribed by Article 3-2-2, paragraph (8) of the Cabinet Order) relating to the issuer of the Securities or a specially-related person of the issuer.

Our full business name is:_______________________________________________________________________

Our address in the place in which we are organised or resident for tax purposes is:

____________________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

The aggregate principal amount of Securities to which this Certificate relates is ___________________________

We undertake to notify you promptly of any circumstance that would render any statement in this certificate incorrect or incomplete.

We understand that you will provide a certification based on this certificate to the paying agent for the Securities, and that the issuer and the paying agent will rely on that certification in determining their obligations under Article 6 of the Act and the related Cabinet Order.

If administrative or legal proceedings are commenced or threatened in connection with which this certification would be relevant, we irrevocably authorise you to produce the certificate to any interested party in such proceedings.

By (authorised signature/s)1:

.

1. The signature of the person making the certification shall conform to any list of duly authorised signatures supplied by the participant to the clearing organisation.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 10. Japanese Payment Handling Agent Certificate


Clearstream Banking SA Attn: OTL - Tax Services 42 avenue J.F. Kennedy L-1855 Luxembourg Luxembourg

Subject: Japanese Eurobonds

We, the undersigned customer of Clearstream Banking, may hold, from time to time, debt securities issued outside Japan by entities organised under the laws of Japan (the “Japanese Eurobonds”) in our Account.

We hereby represent with respect to such Japanese Eurobonds on and in respect of the date hereof and each interest payment date on which we hold such securities that:

• we are a Japanese Payment Handling Agent, as designated by Article 2-2 paragraph (2) of the Cabinet Order of 17 December 1997; and

• we maintain records of the Japanese Eurobonds held by us for inspection by the Japanese Tax Authorities. We undertake to comply with all applicable Japanese tax compliance rules with respect to payments made on Japanese Eurobonds held in the Account for our own proprietary account and for the account of our customers; and

• all Japanese Eurobonds we may hold from time to time in the Account are beneficially owned by individual residents of Japan or Japanese corporations for Japanese tax purposes.


If administrative or legal proceedings are commenced or threatened in connection with which this certification would be relevant, we irrevocably authorise you to deliver the certificate to any interested party in such proceedings.


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,.



Name Name

Title Title

Place Date


Japan - Appendices

Appendix 11. Master Representation for Debt Obligations issued outside Japan before 1 April 2010


Clearstream Banking SA Attn: OTL - Tax Services 42, avenue J.F. Kennedy L-1855 Luxembourg Luxembourg

We, the undersigned customer of Clearstream Banking, are providing this Representation in respect of debt obligations issued outside Japan by entities organised under the laws of Japan (the “Securities”) that we may hold from time to time in the Account. Pursuant to Article 6 of the Special Taxation Measures Law of Japan (Law No. 26 of 1957) (as amended) and the related Cabinet Order of 17 December 1997 (the “Cabinet Order”), we hereby make the following representations with respect to Japanese Securities on and in respect of the date hereof and each interest payment date on which we hold such securities.

1. Based on representations or other information received from persons for which we hold the Securities in the Account and except as set forth below, all the Securities in the Account are either:

a) beneficially owned by persons that are not individual residents of Japan or Japanese corporations for Japanese tax purposes; or

b) held for its own proprietary account by a Japanese financial institution that is designated in Article 3-2 paragraph (19) of the Cabinet Order as a Bank, a Shinkin Bank, the Federation of Shinkin Banks, The Shoko Chukin Bank, The Norinchukin Bank, a life insurance company, a non-life insurance company, or a securities company licensed under Article 28 paragraph (2) item (i) of the Securities and Exchange Law of Japan (a “Designated Financial Institution”); or

c) held for the account of an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities is made through a Payment Handling Agent in Japan as defined in Article 2-2 paragraph (2) of the Cabinet Order.

2. We agree to provide you with an Excluded Securities Notice if, on any interest payment date in respect of the Securities held in the Account, we will not be able to make the representation set forth in paragraph 1 above.

3. We agree to provide a Restricted Period Certificate in respect of each new issue of the Securities held by us no later than the earlier to occur of:

- the first day following the expiration of the 40-day period after the issue date; or

- four business days before the first interest payment on the Securities.

We understand that you will block the Securities for which a Restricted Period Certificate has not been so provided.

4. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings.



Japan - Appendices

Appendix 11 (cont). Master Representation for Debt Obligations issued outside Japan before 1 April 2010


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

By (authorised signature/s):

.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 12. Master Representation for Debt Obligations issued outside Japan on or after 1 April 2010



We, the undersigned customer of Clearstream Banking, are providing this Representation in respect of debt obligations issued outside Japan on or after 1 April 2010 by entities organised under the laws of Japan (the “Securities”)1 that we may hold from time to time in our Account.

Pursuant to Article 6 of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the “Act”) and the Cabinet Order relating to the Act (Cabinet Order No. 43 of 1957, as amended) (the “Cabinet Order”), we hereby make the following representations with respect to the Securities, on and in respect of the date hereof, each interest payment date on which we hold such Securities, and the beginning of the fiscal year of the issuer of such Securities in which each such interest payment date falls:

1. Based on representations or other information received from persons for whom we hold the Securities in the Account and except as set forth below, all the Securities in the Account are either:

a) beneficially owned by persons who are, for Japanese tax purposes, at any relevant time, neither:

■ individual residents of Japan nor Japanese corporations; nor

■ individual non-residents of Japan or non-Japanese corporations who, in either case, are persons having a special relationship with the issuer of the Securities as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the “Act”) (a “Specially-related person of the issuer”);

OR

b) held, for its proprietary account, by a Japanese financial institution that is designated in Article 3-2-2 paragraph (29) of the Cabinet Order as a Bank, a Shinkin Bank, the Federation of Shinkin Banks, The Shoko Chukin Bank, The Norinchukin Bank, a life or non-life insurance company or one of certain financial instruments business operators prescribed under Article 2 paragraph (9) of the Financial Instruments and Exchange Act of Japan (a “Designated Financial Institution”);

OR

c) held for the account of an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities is made through a Japanese Payment Handling Agent as defined in Article 2-2 paragraph (2) of the Cabinet Order.

2. This certificate will not apply to the Securities of which the amount of interest is to be calculated by reference to certain indexes (as prescribed by Article 3-2-2, paragraph (8) of the Cabinet Order) relating to the issuer of the Securities or a Specially-related person of the issuer.

3. We agree to provide you with an Excluded Securities Notice if, with respect to any interest payment date in respect of the Securities held in the Account, we will not be able to make the representation set forth in paragraph 1 with respect to whole or part of our holding.


1. This form is not to be used for Taxable Linked Notes.


Japan - Appendices

Appendix 12 (cont). Master Representation for Debt Obligations issued outside Japan on or after 1 April 2010

4. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings.

For and on behalf of:


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________


.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 13. Excluded Securities Notice



We hereby advise that the Master Representation that we have provided with respect to Japanese debt obligations

issued outside Japan (the “Securities”) does not apply to interest to be paid on (insert date) in

respect of the following Japanese Securities held in our Account:

Security code: ISIN or Common Code: _____________________________________________________________

Security description: ______________________________________________________________________

Aggregate principal amount: _____________________________________________________________________

If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings.



Address: ____________________________________________________________________________________

____________________________________________________________________________________________


.



Name Name

Title Title

Place Date


Japan - Appendices

Appendix 14. Declaration of Japanese Listed Equities held by Individuals Resident in Japan1

(This declaration can be returned by mail or any authenticated means of communication and is to be received by Clearstream Banking no later than five business days after the record date of the dividend payment.)


Security name:

Security code (ISIN or CC): ______________________________________________________________________

Record Date of the dividend payment:______________________________________________________________

Total amount: ______________________________________________________________________

We hereby declare that we hold the following amounts of the above-mentioned securities on behalf of beneficial owners who are individuals resident in Japan and instruct Clearstream Banking to forward on our behalf the following information to its depository for the application of 10% withholding tax:

Quantity of securities Japanese tax prefecture

______________________________________________ ______________________________________________

______________________________________________ ______________________________________________We understand that this declaration is required by the Japanese Tax Authorities.

We certify under penalty of perjury that the above information is true, correct and complete and that we are authorised representatives of the financial institution named below.

We accept full responsibility in the case of any claims or additional taxes, interest thereon, or penalties levied by tax authorities in connection with any payments made subject to this certification including any additional information provided in connection to it.


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,.

1. The beneficial owners are either Japanese individual residents with a registered address in Japan or foreign individuals who have been registered as resident in Japan for more than one year.



Name Name

Title Title

Place Date


Japan - Appendices

Appendix 15. Equities - Certificate of Entitlement to Applicable Tax Treaty



Dear Sirs,

We, the undersigned customer of Clearstream Banking, may hold Japanese equities from time to time in our Account.

In order to evidence entitlement to partial relief at source from Japanese withholding tax on payments of dividends related to Japanese equities, we hereby certify that:

1. We are incorporated in ____________________________________________________________________

The reduced withholding tax rate specified in Article _____________________ of the double taxation treaty

between _____________________________ and Japan is_____________________________ %.

2. We will notify Clearstream Banking promptly upon any change of circumstances or upon receipt of any information that would render any statement in this declaration untrue if made at the time of such change of circumstances or receipt of such information.

3. We hereby appoint Clearstream Banking and/or Clearstream Banking's depository as our attorney(s) with powers of attorney:

a) to collect from Clearstream Banking and/or to report or produce to the appropriate Japanese Tax Authorities such information (including this certificate or a copy hereof, any documentation submitted to Clearstream Banking pursuant to this certificate, the balance of Japanese equities in the Account, and information on the amount of dividends received) as is required to establish entitlement to exemption or relief at source from Japanese withholding tax on payments of dividends on Japanese equities; and

b) to collect from Clearstream Banking and/or to produce this certificate or a copy hereof, any documentation submitted to Clearstream Banking pursuant to this certificate, the balance of Japanese equities in the Account, and information on the amount of dividends received, to the appropriate Japanese authorities, including the Japanese Tax Authorities, in connection with any administrative or legal proceedings or official inquiries to which this certificate is or would be relevant.

4. We hereby accept full responsibility in case of any claims or additional taxes, interest thereon, or penalties levied by tax authorities in connection with any payments made subject to this certification, including any additional information provided in connection to it and therefore to indemnify and keep indemnified Clearstream Banking in respect of any penalties, taxes and interest thereon, levied by the Japanese Tax Authorities or any other authority, or in respect of any other costs incurred in connection with any action taken in reliance upon the contents of this certification.



Japan - Appendices

Appendix 15 (cont). Equities - Certificate of Entitlement to Applicable Tax Treaty


Address: _____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,

.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 16. Power of Attorney to HSBC


I (we), _________________________________________________________________________, the undersigned,

of ___________________________________________________________________________________________

_________________________________________________________________________ (the “Beneficial Owner”)

hereby make, constitute and appoint The Hongkong and Shanghai Banking Corporation Ltd, Tokyo Branch (“HSBC”) my (our) true and lawful attorney in Japan in my (our) or their name on my (our) behalf to:

1. execute, sign and deliver all documents for the purchase, sale or transfer of title of any securities (“the Securities”);

2. complete registration of purchase, sale or transfer of the Securities with any official authority/department, company, registrar whatsoever;

3. register the Securities in the my (our) name or otherwise according to market practice and to hold them for safekeeping unless otherwise instructed;

4. participate in any conversion scheme or other corporate action including acceptance of principal and collection of interest and income attributable to the Securities held by HSBC on my (our) behalf;

5. execute and deliver any documents and do any and all such acts and things as HSBC may in its absolute discretion consider necessary and desirable in connection with the exercise of the above powers.

I (we) undertake to ratify all that HSBC may lawfully do or cause to be done by virtue of this Power of Attorney.

I (we) further agree to indemnify HSBC against any and all liabilities, damages, penalties, judgments, suits, expenses and all other costs of any kind incurred by or asserted against HSBC in respect of HSBC’s action or failure to act in accordance herewith and without negligence.

This Power of Attorney is governed by and construed in accordance with the laws of England.

Yours faithfully,

.

Stamp


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 17. Declaration of Japanese Equities held by U.S. Pension Funds

[This declaration can be returned by mail or any authenticated means of communication and is to be received by Clearstream Banking no later than five business days after the record date of the dividend payment]


Security name: ______________________________________________________________________

Security code (ISIN or CC): ______________________________________________________________________

Record Date of the dividend payment:______________________________________________________________

Total amount: ______________________________________________________________________

We hereby declare that we hold the following amounts of the above-mentioned securities _____________________ on behalf of a beneficial owner, who is a U.S. pension fund, entitled to an exemption from withholding tax.

Name of the pension fund:_______________________________________________________________________

Full address: _________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Address where the business is managed or controlled (if different from above):

____________________________________________________________________________________________

____________________________________________________________________________________________

Taxpayer Identification Number1: _________________________________________________________________

U.S. law under which the pension fund was established:_______________________________________________

U.S. law that has granted the pension fund a tax exempt status: ________________________________________

We herewith declare that more than 50% of the beneficiaries of the eligible pension fund were individual residents of the U.S. at the end of the fund’s prior tax year.

We irrevocably authorise Clearstream Banking to act on the information contained in this Declaration and any document or information submitted to Clearstream Banking pursuant to this Declaration.


1. Taxpayer Identification Number (TIN), Social Security Number (SSN), Employer Identification Number (EIN) or Individual Taxpayer Identification Number (ITIN).


Japan - Appendices

Appendix 17 (cont). Declaration of Japanese Equities held by U.S. Pension Funds

We hereby appoint Clearstream Banking and Clearstream Banking’s depository as our attorneys-in-fact with authority to collect and forward this Declaration or a copy of this Declaration and any information relating to it as well as balances of Japanese equities in the Account to the Japanese authorities if requested by the latter.

We accept full responsibility in the case of any claims or additional taxes, interest thereon, or penalties levied by the tax authorities in connection with any payments made subject to this Declaration including any additional information provided in connection to it.

We hereby undertake to notify Clearstream Banking promptly upon receipt of any information that would render any statement in this Declaration untrue or incomplete.

We certify under penalty of perjury that the above information is true, correct and complete and that we are authorised representatives of the financial institution named below.


Address: ____________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Yours faithfully,

.


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 18. Japanese Payment Handling Agent (PHA) Certificate



We, the undersigned customer of Clearstream Banking, may hold in our Account, from time to time, debt securities issued outside Japan by entities organised under the laws of Japan (“Japanese Eurobonds”).

We hereby represent with respect to such Japanese Eurobonds on and in respect of the date hereof and each interest payment date on which we hold such securities that:

• we are a Japanese Payment Handling Agent, as designated by Article 2-2 paragraph (2) of the Cabinet Order of 17 December 1997; and

• we maintain records of the Japanese Eurobonds held by us for inspection by the Japanese Tax Authorities. We undertake to comply with all applicable Japanese tax compliance rules with respect to payments made on Japanese Eurobonds held in the Account for our proprietary account and for the account of our clients; and

• all Japanese Eurobonds that we may hold from time to time in the Account are, for Japanese tax purposes, beneficially owned by individual residents of Japan or Japanese corporations.


If administrative or legal proceedings are commenced or threatened in connection with which this certification would be relevant, we irrevocably authorise you to produce the certificate to any interested party in such proceedings.



Address: _____________________________________________________________________________________

____________________________________________________________________________________________


.



Name Name

Title Title

Place Date


Japan - Appendices

Appendix 19. Notice of Specially Related Person of the Issuer Status

[Beneficial owner’s letterhead]

(Name and address of the Clearstream Banking customer)

Dear Sirs,

Pursuant to Article 3-2-2, paragraph (19) of the Cabinet Order relating to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the "Act"), we hereby notify you that, as of (event date) (the "Event Date"), we became a person having a special relationship with the issuer of the following Japanese Securities that you hold on our behalf, as described in Article 6, paragraph (4) of the Act (a "specially related person of the issuer") (the “Securities”):

ISIN code: ______________________________________________________________________

Securities description: ______________________________________________________________________

Issuer: ______________________________________________________________________

Principal amount: ______________________________________________________________________

We understand that the start of the fiscal year of the issuer of the Securities that immediately follows the Event Date is (determination date) (the "Determination Date"), and that whether we will be subject to Japanese withholding tax on interest paid on those Securities is determined as of the Determination Date. Accordingly, unless you hear from us otherwise, please assume that we are a specially related person of the issuer as of the Determination Date and accordingly please provide an Excluded Securities Notice that will apply from and include the interest payment date (which is (payment date) ) on the Securities immediately following the Determination Date.

This notice is delivered by the interest payment date following immediately after the Event Date when we became a person having a specially related person of the issuer.


.

Corporate name and address: ___________________________________________________________________ (if different from the address indicated above) ______________________________________________________________________


Name Name

Title Title

Place Date


Japan - Appendices

Appendix 20. Request to Clearstream Banking to Obtain Treaty Relief on Japanese Convertible Bonds


We, the undersigned customer of Clearstream Banking1, hold dirty Japanese convertible bonds (the “Securities”) on behalf of:

Name of beneficial owner: _______________________________________________________________________

Residence of beneficial owner (full address): _______________________________________________________

____________________________________________________________________________________________

The beneficial owner qualifies for the benefit of a reduced rate of withholding tax in accordance with the Double Taxation Treaty (DTT) between its country of residence and Japan. We hereby request and authorise Clearstream Banking's subcustodian, The Hongkong and Shanghai Banking Corporation Limited Tokyo Branch (“HSBC”), to apply for DTT relief from the issuer for interest payments made to the above-mentioned beneficial owner.

We undertake to submit the following documents (the “Documents”) to Clearstream Banking, within the prescribed deadlines, to enable HSBC to apply for DTT relief:

• A duly signed Power of Attorney (in the format prescribed by Clearstream Banking) provided by the beneficial owner granting HSBC the right to request DTT relief on its behalf;

• A Certificate of Residence (if applicable); and

• A per-payment Payment Breakdown.

We hereby confirm that the person(s) having signed (or that shall sign) the Power of Attorney have the legal capacity and full power required for the execution of this Power of Attorney on behalf of the beneficial owner, and that the signatures of such persons are genuine.

We irrevocably authorise Clearstream Banking to act on the information contained in this Request. We hereby acknowledge and agree, on our behalf and on behalf of the beneficial owner, that any information contained in the Documents will be disclosed to HSBC, the issuer and the relevant tax authorities.

We further agree to indemnify Clearstream Banking against any and all liabilities, damages, penalties, judgements, suits, expenses and all other costs of any kind incurred by or asserted against Clearstream Banking in respect of Clearstream Banking’s action or failure to act in accordance herewith, save in the case of Clearstream Banking’s gross negligence or wilful misconduct.


1. Clearstream Banking refers collectively to Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500 (CBF) and Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy and registered with the Luxembourg Register of Commerce and Companies under number B-9248 (CBL).


Japan - Appendices

Appendix 20 (cont). Request to Clearstream Banking to Obtain Treaty Relief on Japanese Convertible Bonds (cont)

This Request is valid until revoked. We hereby undertake to notify Clearstream Banking promptly in the event that any information contained in this Request, or any documentation related to this Request, becomes untrue or incomplete.

Insofar as CBL is concerned, this certificate is governed and construed in accordance with the laws of Luxembourg and the courts of Luxembourg shall have exclusive jurisdiction for all legal proceedings relating thereto and, insofar as CBF is, concerned this certificate is governed and construed in accordance with the laws of the Federal Republic of Germany and the courts of Frankfurt am Main, Germany shall have exclusive jurisdiction for all legal proceedings relating thereto.

We hereby represent and warrant, under penalty of perjury, that the above information is true, correct and complete and that we are authorised representatives of the Clearstream Banking customer named below.



Address: ____________________________________________________________________________________

____________________________________________________________________________________________


.


Name Name

Title Title

Place Date


Japan - Appendices

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