Obligation Japan Development Bank 1.75% ( XS2398287289 ) en USD

Japan Development Bank

100 % ▲

Japon

XS2398287289 ( en USD )

1.75% par an ( paiement semestriel )

20/10/2031

Prospectus brochure de l'obligation Development Bank of Japan XS2398287289 en USD 1.75%, échéance 20/10/2031

20/10/2026 ( Dans 152 jours )

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 XS2398287289 émise par la Development Bank of Japan (Japon) au prix actuel de 100% de sa valeur nominale, libellée en USD, offre un taux d'intérêt annuel de 1,75% avec des paiements semestriels jusqu'à sa maturité le 20 octobre 2031.

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 16 July 2019 on prospectuses for securities (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 o n 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 31 (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 and the Guarantee may not be offered, sold or (in the case of Bearer Notes) delivered within the United States or to, o r 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 (i) only outside the United States to non-U.S. persons
in reliance on Regulation S (together with Regulation S Only Guaranteed Note Offerings, "Regulation S Only Note Offerings"), or
(ii) outside the United States to non-U.S. persons in reliance on Regulation S and within the United States to QIBs in reliance on Rule
144A (and together with Rule 144A and Regulation S Guaranteed Note Offerings, "Rule 144A and Regulation S Note Offerings").
Prospective investors should consider the factors described under the section headed "Risk Factors" in this Offering
Circular.
Arranger
Barclays
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
Nomura

13 August 2021
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This Offering Circular has been prepared for the purpose of giving the information, which
according to the particular nature of DBJ and the Notes, is necessary to enable investors and their
investment advisors to make an informed assessment of the assets and liabilities, financial position, profits
and losses and prospects of DBJ and of the rights attaching to the Notes. This Offering Circular does not
constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or the Prospectus Regulation (EU) 2017/1129 (as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")).
DBJ accepts responsibility for the information contained in this Offering Circular and declares that
the information contained in this Offering Circular is, to the best of its knowledge, in accordance with the
facts and contains no omission likely to affect its import.
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.
Each of DBJ and Japan confirms that any information from third party sources has been accurately
reproduced and that, so far as it is aware and is able to ascertain from information published by such third
party source, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
This Offering Circular is to be read in conjunction with all documents which are incorporated
herein by reference (see "Documents Incorporated by Reference").
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of
this Offering Circular and none of them makes any representation or warranty or accepts any responsibility
as to (i) the accuracy or completeness of the information contained in this Offering Circular or (ii) the acts
or omissions of DBJ or any other person (other than the relevant Dealer) in connection with the issue and
offering of the Notes.
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 Notes offered in Regulation S Only Note Offerings ("Regulation S Only
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 Regulation S Only 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 Notes
offered in Rule 144A and Regulation S Note Offerings ("Rule 144A and Regulation S 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 Rule 144A and Regulation S 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
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exemption provided by Rule 144 under the Securities Act for resales of the Notes. Prospective purchasers
of Rule 144A and Regulation S Notes are hereby notified that sellers of such 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, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID
II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the European Economic Area has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the European Economic Area may be unlawful
under the EU PRIIPs Regulation.
IMPORTANT - UK RETAIL INVESTORS: If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any
rules or regulations made under the FSMA which were relied on immediately before exit day to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
EU MiFID II product governance / target market - The Final Terms in respect of any Notes
may include a legend entitled "EU 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 EU 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 "EU 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.
UK MiFIR product governance / target market - The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR 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 the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 UK
MiFIR product governance rules set out in the UK MiFIR Product Governance Rules, any Dealer
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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 UK MIFIR
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 (29) 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.
IMPORTANT PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE): The Final Terms in respect
of any Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification"
which will state the product classification of the Notes pursuant to section 309B(1) of the Securities and
Futures Act (Chapter 289) of Singapore (as modified or amended from time to time, the "SFA").
DBJ will make a determination in relation to each issue about the classification of the Notes being
offered for purposes of section 309B(1)(a) of the SFA. Any such legend included on the relevant Final
Terms will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA.
NOTICE TO CANADIAN INVESTORS: The Notes may be sold only to purchasers purchasing,
or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in
a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation
in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if this Offering Circular (including any supplement hereto) contains a misrepresentation, provided
that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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
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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.
None of the Dealers accepts any responsibility for any social, environmental and sustainability
assessment of any Notes issued as Green Notes or Sustainability Notes (each as defined below) or makes
any representation or warranty or assurance whether such Notes will meet any investor expectations or
requirements regarding such "green", "sustainable", "social" or similar labels. None of the Dealers is
responsible for the use of proceeds for any Notes issued as Green Notes or Sustainability Notes, nor the
impact or monitoring of such use of proceeds. No representation or assurance is given by the Dealers as to
the suitability or reliability of any opinion or certification of any third party made available in connection
with an issue of Notes issued as Green Notes or Sustainability Notes, nor is any such opinion or certification
a recommendation by any Dealer to buy, sell or hold any such Notes. In the event any such Notes are, or
are intended to be, listed, or admitted to trading on a dedicated "green", "sustainable", "social" or other
equivalently-labelled segment of a stock exchange or securities market, no representation or assurance is
given by the Dealers that such listing or admission will be obtained or maintained for the lifetime of the
Notes.
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 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.
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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 ........................................................................................................... 7
FORWARD-LOOKING STATEMENTS ................................................................................................................ 8
NOTICE TO INVESTORS ................................................................................................................................... 10
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 11
FINAL TERMS .................................................................................................................................................... 12
SUPPLEMENTARY OFFERING CIRCULAR ..................................................................................................... 13
RISK FACTORS .................................................................................................................................................. 14
OVERVIEW OF THE PROGRAMME ................................................................................................................. 31
TERMS AND CONDITIONS OF THE NOTES .................................................................................................... 38
TERMS OF THE GUARANTEE OF JAPAN........................................................................................................ 71
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................... 72
CLEARING AND SETTLEMENT ....................................................................................................................... 79
USE OF PROCEEDS ............................................................................................................................................ 82
CAPITALISATION AND INDEBTEDNESS ....................................................................................................... 83
DEVELOPMENT BANK OF JAPAN INC. .......................................................................................................... 84
SUPERVISION AND REGULATION .................................................................................................................. 99
SELECTED HISTORICAL FINANCIAL INFORMATION ................................................................................. 105
OPERATING AND FINANCIAL REVIEW ........................................................................................................ 106
PRIVATISATION OF DBJ .................................................................................................................................. 128
TAXATION ........................................................................................................................................................ 133
CERTAIN ERISA AND OTHER CONSIDERATIONS ....................................................................................... 142
SUBSCRIPTION AND SALE ............................................................................................................................. 144
TRANSFER RESTRICTIONS ............................................................................................................................. 152
FORM OF FINAL TERMS .................................................................................................................................. 157
GENERAL INFORMATION ............................................................................................................................... 167

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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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