Obligation Japan Development Bank 3.125% ( XS1865126004 ) en USD

Japan Development Bank

100 % ▲

Japon

XS1865126004 ( en USD )

3.125% par an ( paiement semestriel )

06/09/2023 - Obligation échue

Prospectus brochure de l'obligation Development Bank of Japan XS1865126004 en USD 3.125%, échue

200 000 USD

1 000 000 000 USD

La Development Bank of Japan (DBJ) est une banque publique japonaise qui finance des projets d'infrastructure et soutient le développement économique et industriel du pays.

L'Obligation émise par Japan Development Bank ( Japon ) , en USD, avec le code ISIN XS1865126004, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/09/2023

OFFERING CIRCULAR

(incorporated with limited liability under the laws of Japan)
Global Medium Term Note Programme
in the case of Notes specified to be guaranteed Notes in the relevant Final Terms,
unconditionally and irrevocably guaranteed as to payment of principal and interest by
Japan

Under the Global Medium Term Note Programme described in this offering circular (the "Programme"), Development Bank of
Japan Inc. ("DBJ"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Medium Term
Notes (the "Notes"). Notes that are specified to be guaranteed Notes in the relevant Final Terms (as defined in "Overview of the Programme
-- Method of Issue") (the "Guaranteed Notes") will be unconditionally and irrevocably guaranteed by Japan (the "Guarantor") (see
"Terms and Conditions of the Notes -- Guarantee"; such guarantee being referred to herein as the "Guarantee"). There are no limits to the
aggregate nominal amount of Notes that may be outstanding under the Programme. However, the issuance of Notes will be subject to the
maximum amount resolved by DBJ's board of directors from time to time. In addition, each particular issue of Guaranteed Notes will, on a
case-by-case basis, necessitate the obtaining of authorisation by Japan of any such Guarantee (see "General Information"), and issues of
Guaranteed Notes are subject to limits imposed by annual budgetary authorisations set by the Japanese Diet for each fiscal year ending at
the end of March.
This offering circular (the "Offering Circular") has been approved as a prospectus issued in compliance with Part 2 of the rules
and regulations of the Luxembourg Stock Exchange (the "Rules and Regulations") by the Luxembourg Stock Exchange in its capacity as
competent authority under Part IV of the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended (the "Prospectus
Law") for the purposes of giving information with regard to the issue of the Notes under this Programme.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12
months from the date of this Offering Circular to be admitted to listing on the official list of the Luxembourg Stock Exchange (the "Official
List") and for such Notes to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF Market").
References in this Offering Circular to Notes being "listed" on the Luxembourg Stock Exchange (and all related references) shall mean that
such Notes have been admitted to listing on the Official List and have been admitted to trading on the Euro MTF Market. The Euro MTF
Market is not a regulated market for the purposes of the Directive 2014/65/EU of the European Parliament and of the Council on markets
in financial instruments. In relation to Notes listed on the Luxembourg Stock Exchange, this Offering Circular is valid for a period of one
year from the date hereof. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the
issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or any other stock exchange).
The Notes will be issued to one or more of the dealers specified on page 27 (each a "Dealer" and collectively the "Dealers",
which expression shall include any additional Dealer appointed under the Programme from time to time, which appointment may b e for a
specific issue or on a continuing basis, but shall exclude an entity the appointment of which has been terminated). Notes may also be issued
to third parties other than Dealers. Dealers and such third parties are referred to herein as "Purchasers".
Notes may be issued either in bearer form ("Bearer Notes") or in registered form ("Registered Notes"). However, all Guaranteed
Notes will be issued in registered form.
Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in Permanent Global Notes or
Definitive Notes on or after the date 40 days after the later of the commencement of the offering and the relevant issue date, upon
certification as to non-U.S. beneficial ownership. The Notes and the Guarantee have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction
of the United States, and Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes an d the Guarantee
may not be offered, sold or (in the case of Bearer Notes) delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act ("Regulation S")).
The Notes and the Guarantee may be offered and sold (i) only outside the United States to non-U.S. persons in reliance on
Regulation S ("Regulation S Only Guaranteed Note Offerings"), or (ii) outside the United States to non-U.S. persons in reliance on
Regulation S and within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A"))
("QIBs") in reliance on Rule 144A ("Rule 144A and Regulation S Guaranteed Note Offerings"). Notes that do not have the benefit of
the Guarantee ("Non-guaranteed Notes") may be offered and sold only outside the United States to non-U.S. persons in reliance on
Regulation S.
Prospective investors should consider the factors described under the section headed "Risk Factors" in this Offering
Circular.
Arranger
J.P. Morgan
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
Nomura

3 August 2018
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This Offering Circular has been prepared for the purpose of giving information with regard to DBJ
and its subsidiaries and affiliates taken as a whole and the Notes which, according to the particular nature of
DBJ and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of DBJ. This Offering Circular does not constitute a
prospectus for the purposes of the EU Directive 2003/71/EU, as amended.
DBJ accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of DBJ (having taken all reasonable care to ensure that such is the case) the information contained
in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import
of such information.
In relation to Guaranteed Notes, Japan accepts responsibility for the information contained in this
Offering Circular relating to Japan and the Guarantee. To the best of the knowledge of Japan (having taken all
reasonable care to ensure that such is the case) the information contained in this Offering Circular relating to
Japan is in accordance with the facts and does not omit anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are incorporated herein
by reference (see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by DBJ or any of the
Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the delivery of this Offering
Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of DBJ since the date hereof or the date upon which this Offering
Circular has been most recently amended or supplemented or that there has been no adverse change in the
financial position of DBJ since the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Circular comes are required by DBJ,
the Dealers and the Arranger to inform themselves about and to observe any such restriction. In particular, the
Non-guaranteed Notes have not been and will not be registered under the Securities Act, and Bearer Notes are
subject to U.S. tax law requirements. Subject to certain exceptions, the Non-guaranteed Notes may not be
offered, sold or, in the case of Bearer Notes, delivered within the United States or to U.S. persons. Further, the
Guaranteed Notes and the Guarantee have not been and will not be registered under the Securities Act or with
any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered,
sold, pledged or otherwise transferred except (1) in accordance with Rule 144A to a person that the holder and
any person acting on its behalf reasonably believes is a QIB that is acquiring the Guaranteed Notes for its own
account or for the account of one or more QIBs, (2) in an offshore transaction in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act, (3) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder, if available, or (4) pursuant to any effective registration
statement under the Securities Act, in each case in accordance with any applicable securities laws of any state
of the United States. No representation can be made as to the availability of the exemption provided by Rule
144 under the Securities Act for resales of the Notes. Prospective purchasers of Guaranteed Notes in Rule
144A and Regulation S Guaranteed Note Offerings are hereby notified that sellers of such Guaranteed Notes
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A. For a description of these and certain further restrictions on offers, sales and transfers of Notes (see
"Subscription and Sale" and "Transfer Restrictions").
IMPORTANT EEA RETAIL INVESTORS: If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, "IMD"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive").
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
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"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market - The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
The Notes have not been and will not be registered under the Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Act") and will
be subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as amended) (the "Special
Taxation Measures Act") (see "Subscription and Sale"). BY PURCHASING THE NOTES, AN
INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS (I) A BENEFICIAL
OWNER THAT IS, FOR JAPANESE TAX PURPOSES, NEITHER (X) AN INDIVIDUAL RESIDENT
OF JAPAN OR A JAPANESE CORPORATION, NOR (Y) AN INDIVIDUAL NON-RESIDENT OF
JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A PERSON OR
ENTITY CONTROLLING, OR CONTROLLED BY, DBJ, OR OTHERWISE HAVING A
PRESCRIBED SPECIAL RELATIONSHIP WITH DBJ AS DESCRIBED IN ARTICLE 6 OF THE
SPECIAL TAXATION MEASURES ACT AND CABINET ORDER NO. 43 OF 31 MARCH 1957
PROMULGATED THEREUNDER, AS AMENDED (THE "CABINET ORDER") (A "RELATED
PARTY"), (II) A JAPANESE FINANCIAL INSTITUTION, DESIGNATED IN ARTICLE 3-2-2
PARAGRAPH (28) OF THE CABINET ORDER THAT WILL HOLD THE NOTES FOR ITS OWN
PROPRIETARY ACCOUNT OR (III) ANY OTHER EXCLUDED CATEGORY OF PERSONS,
CORPORATIONS OR OTHER ENTITIES UNDER THE SPECIAL TAXATION MEASURES ACT.
DBJ will not issue "Taxable Linked Securities" under the Programme. "Taxable Linked
Securities" means notes on which interest is calculated based on the amount of profits or assets of DBJ or a
Related Party or on any of certain other indices relating to DBJ or a Related Party as described in Article 6 of
the Special Taxation Measures Act and the Cabinet Order.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of DBJ or the
Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Offering
Circular. None of the Dealers or the Arranger makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering Circular.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger
or a Dealer or on its behalf in connection with DBJ or the issue and offering of the Notes. The Arranger and
each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save
as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement.
Neither this Offering Circular nor any other financial statements are intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of DBJ, the Arranger or the
Dealers that any recipient of this Offering Circular or any other financial statements should purchase the Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in
this Offering Circular and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of DBJ during the
life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor
in the Notes of any information coming to the attention of any of the Dealers or the Arranger.
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In connection with the issue of any Tranche (as defined in "Overview of the Programme -- Method
of Issue"), the Dealer or Dealers (if any) specified as the stabilising manager(s) (the "Stabilising Manager(s)")
(or persons acting on behalf of any Stabilising Manager(s)) in respect of such Tranche may over-allot Notes
or effect transactions with a view to supporting a market price of the Notes at a level higher than that which
might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s)
acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
This Offering Circular has been prepared by DBJ for use in connection with the offer and sale of the
Notes outside the United States in reliance on Regulation S, or the offer and sale of the Guaranteed Notes in
the United States in reliance on Rule 144A and the admission of the Notes to the Official List and to trading
on the Euro MTF Market. DBJ, the Arrangers and the Dealers reserve the right to reject any offer to purchase
the Notes, in whole or in part, for any reason. This Offering Circular does not constitute an offer to any person
in the United States or to any U.S. person other than any QIB to whom an offer has been made directly by one
of the Dealers or its U.S. broker-dealer affiliate.
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY
AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY OR
ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to
"Japanese Yen", "Yen" and "¥" are to the currency of Japan, references to "euro", "EUR" and "" are to the
single currency introduced at the third stage of European economic and monetary union in accordance with
the Treaty on the Functioning of the European Union, as amended, references to "Sterling" and "£" are to the
currency of the United Kingdom, references to "Renminbi", "CNY" and "RMB" are to the currency of the
People's Republic of China (excluding the Hong Kong Special Administrative Region, the Macau Special
Administrative Region and Taiwan, the "PRC"), and references to "U.S. Dollars", "U.S.$" and "$" are to the
currency of the United States.
In this Offering Circular, where information is presented in millions, amounts of less than one million
have been truncated unless otherwise specified. In addition, where information is presented in billions,
amounts of less than one billion have been truncated. Percentages have been rounded to the nearest per cent.,
one-tenth of 1 per cent. or one-hundredth of 1 per cent., as the case may be, unless otherwise specified. Due
to such rounding, the total of each column of figures may not equal the total of the individual figures.

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ENFORCEMENT OF CIVIL LIABILITIES
DBJ is a joint stock corporation (kabushiki kaisha) incorporated under the laws of Japan and the
Guarantor is a foreign sovereign government. All of DBJ's directors and executive officers are residents of
countries other than the United States. As a result, prospective investors should note that it may be difficult or
impossible to serve legal process on DBJ or its directors and executive officers and the Guarantor, or to force
DBJ or them or the Guarantor to appear in a U.S. court. DBJ's legal counsel in Japan, Anderson Mori &
Tomotsune, has advised DBJ that there is doubt as to the enforceability in Japan, in original actions or in
actions for enforcement of judgments of U.S. courts brought before Japanese courts, of civil liabilities
predicated solely upon U.S. federal or state securities laws.
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FORWARD-LOOKING STATEMENTS
Many of the statements included in this Offering Circular contain forward-looking statements and
information identified by the use of terminology such as "may", "might", "will", "expect", "intend", "plan",
"estimate", "anticipate", "project", "believe" or similar phrases. DBJ bases these statements on beliefs as well
as assumptions made using information currently available to it. As these statements reflect DBJ's current
views concerning future events, these statements involve risks, uncertainties and assumptions. DBJ's or the
Group's (which term when used in this Offering Circular means DBJ and its consolidated subsidiaries taken
as a whole) actual future performance could differ materially from these forward-looking statements.
Important factors that could cause actual results to differ from DBJ's expectations include the factors discussed
in "Risk Factors", "Recent Business" and "Privatisation of DBJ", as well as other matters not yet known to
DBJ or not currently considered material by DBJ. DBJ does not undertake to revise forward-looking
statements to reflect future events or circumstances. DBJ cautions prospective investors in the offering not to
place undue reliance on these forward-looking statements. All written and oral forward-looking statements
attributable to DBJ or persons acting on DBJ's behalf are qualified in their entirety by these cautionary
statements.

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TABLE OF CONTENTS

Page
ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................... 5
FORWARD-LOOKING STATEMENTS ................................................................................................... 6
NOTICE TO INVESTORS ......................................................................................................................... 8
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 9
FINAL TERMS ........................................................................................................................................ 11
SUPPLEMENTARY OFFERING CIRCULAR ........................................................................................ 12
RISK FACTORS ...................................................................................................................................... 13
OVERVIEW OF THE PROGRAMME ..................................................................................................... 27
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 33
TERMS OF THE GUARANTEE OF JAPAN ........................................................................................... 60
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................. 61
CLEARING AND SETTLEMENT ........................................................................................................... 69
USE OF PROCEEDS ............................................................................................................................... 72
CAPITALISATION AND INDEBTEDNESS ........................................................................................... 73
DEVELOPMENT BANK OF JAPAN INC. .............................................................................................. 74
RECENT BUSINESS ............................................................................................................................... 89
PRIVATISATION OF DBJ ...................................................................................................................... 91
TAXATION ............................................................................................................................................. 98
CERTAIN ERISA AND OTHER CONSIDERATIONS .......................................................................... 109
SUBSCRIPTION AND SALE ................................................................................................................ 111
TRANSFER RESTRICTIONS ............................................................................................................... 118
FORM OF FINAL TERMS .................................................................................................................... 123
GENERAL INFORMATION ................................................................................................................. 132

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NOTICE TO INVESTORS
Investors Should Make Their Own Assessments with Regard to Investment in the Notes
Subject to the Guarantor providing a guarantee for the Notes as specified in the relevant Final Terms,
investors should note that the Notes are non-guaranteed obligations of DBJ.
Each prospective investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each prospective investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained in this Offering
Circular;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact such investment
will have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including where the currency for principal or interest payments is different from
the prospective investor's currency;
·
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
Some Notes are complex financial instruments and such instruments may be purchased as a way to
reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it
has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of such Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Legal Investment Considerations May Restrict Certain Investments
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral
for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
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DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with the following documents:
(a)
the audited consolidated financial statements (in English) of DBJ and its consolidated subsidiaries for
each of the fiscal years ended 31 March 2017 and 31 March 2018, together in each case with the audit
report;
(b)
in relation to Guaranteed Notes, the Annual Report of Japan on Form 18-K for the year ended 31
March 2017 (the "2017 Japan 18-K");
(c)
the most recent audited consolidated financial statements (in English) and unaudited interim
consolidated financial statements (in English) of DBJ and its consolidated subsidiaries subsequent to
the financial statements referred to in paragraph (a) above and published on the website of the
Luxembourg Stock Exchange; and
(d)
in relation to Guaranteed Notes, the most recent Annual Report of Japan on Form 18-K subsequent
to the annual report of Japan referred to in paragraph (b) above and published on the website of the
Luxembourg Stock Exchange.
The documents listed above shall be incorporated in and form part of this Offering Circular, save that
any statement contained in a document which is incorporated by reference herein shall be modified or
superseded for the purpose of this Offering Circular to the extent that a statement contained herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering
Circular. Any documents themselves incorporated by reference in the documents incorporated by reference in
this Offering Circular shall not form part of this Offering Circular.
The information incorporated by reference from the 2017 Japan 18-K includes, but is not limited to,
the following items in relation to Japan (the page numbers below are those of Exhibit 1 to such Annual Report):
Items
The 2017 Japan 18-K -- Exhibit 1 (Description of Japan)

Geographical location and legal form
"General -- Area and Population" on page 4

Description of the economy
"The Economy" on pages 8-19

Description of the political system and "General -- Government" and "General -- Political Parties" on

government
pages 4-5
Gross public debt and debt record
"Debt Record", "Japan's Public Debt", "Internal Debt" and

"External Debt" on pages 36-42
Foreign trade and balance of payments
"Foreign Trade and Balance of Payments -- Foreign Trade" and
"Foreign Trade and Balance of Payments -- Balance of
Payments" on pages 20-23
Foreign exchange reserves
"Foreign Trade and Balance of Payments -- Official Foreign

Exchange Reserves" on page 24
Financial position and resources
"Government Finance" on pages 30-35

Income and expenditure figures
"Government Finance" on pages 30-35

Copies of documents incorporated by reference in this Offering Circular may be inspected, free of
charge, at the website of the Luxembourg Stock Exchange at www.bourse.lu, and may be obtained, free of
charge, at the registered office of DBJ and the office of the Fiscal Agent. Information contained in or accessible
from the website in this paragraph that is not incorporated by reference in this Offering Circular as set out
above does not form part of and is not incorporated by reference into this Offering Circular.
Both the audited consolidated financial statements (in English) of DBJ and its consolidated
subsidiaries for each of the fiscal years ended 31 March 2017 and 31 March 2018 are prepared and presented
in accordance with accounting standards generally accepted in Japan and differences exist between accounting
standards generally accepted in Japan and International Financial Reporting Standards which might be
material to the financial information herein.
The following table shows where specific items of information incorporated by reference in this
Offering Circular can be found in the above-mentioned documents:
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Audited consolidated
Audited consolidated
financial statements as of
financial statements as of
and for the fiscal year
and for the fiscal year
Section
ended 31 March 2017
ended 31 March 2018
Consolidated balance sheets
page 2
page 2
Consolidated statements of income
page 3
page 3
Consolidated statements of comprehensive
page 4
page 4
income
Consolidated statements of change in equity
page 5
page 5
Consolidated statements of cash flows
page 6
page 6
Notes to consolidated financial statements
pages 7-45
pages 7-45

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