Obligation Japan Municipal Finance Organization 1.5% ( XS2432358393 ) en USD

Japan Municipal Finance Organization

100 % ▲

Japon

XS2432358393 ( en USD )

1.5% par an ( paiement semestriel )

27/01/2025 - Obligation échue

Prospectus brochure de l'obligation Japan Finance Organisation for Municipalities (JFM) XS2432358393 en USD 1.5%, échue

200 000 USD

750 000 000 USD

La Japan Finance Organisation for Municipalities (JFM) est une institution financière publique japonaise qui fournit des prêts à faible taux d'intérêt aux municipalités pour financer des projets d'infrastructure et d'autres initiatives de développement local.

L'Obligation émise par Japan Municipal Finance Organization ( Japon ) , en USD, avec le code ISIN XS2432358393, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/01/2025

BASE PROSPECTUS

JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES
(Incorporated under the Japan Finance Organization for Municipalities Law of Japan)
¥3,000,000,000,000
Global Medium Term Note Programme

Under the Global Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base
Prospectus"), Japan Finance Organization for Municipalities ("JFM"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue notes ("Notes").
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed
¥3,000,000,000,000 (and for this purpose, any Notes denominated in a currency other than Japanese yen shall be translated into
Japanese yen at the date of issue of such Notes) (calculated in accordance with the provisions of the Dealer Agreement (as
defined under "Subscription and Sale")). The maximum aggregate principal amount of Notes which may be outstanding at any
one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement.
This Base Prospectus has been approved as a prospectus issued in compliance with Part 2 of the rules and regulations
of the Luxembourg Stock Exchange (the "Luxembourg 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 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 Base Prospectus 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 Base Prospectus 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 on
markets in financial instruments. In relation to Notes listed on the Luxembourg Stock Exchange, this Base Prospectus is valid
for a period of one year from the date hereof. However, unlisted Notes may be issued pursuant to the Programme. The Final
Terms (as defined below) 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). Copies of Final Terms in relation to Notes to be listed on the
Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.LuxSE.com).
Application is also being made to Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") for the Programme to be listed
on the TOKYO PRO-BOND Market of the Tokyo Stock Exchange (the "TOKYO PRO-BOND Market").
The Notes have been assigned a provisional rating of "(P)A1" by Moody's Japan K.K. ("Moody's") and a rating of
"A+" by S&P Global Ratings Japan Inc. ("S&P") Notes issued under the Programme may or may not be rated. Any credit
ratings assigned to an issue of Notes will be specified in the applicable Final Terms (as defined herein).
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect
the abilities of JFM to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
The Notes 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 Notes
in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer
form) 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")) except in certain transactions exempt from the registration requirements of the Securities
Act. Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United
States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax regulations.
Arranger
Barclays
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Daiwa Capital Markets Europe
Goldman Sachs International
J.P. Morgan
Mizuho
Morgan Stanley
Nomura

The date of this Base Prospectus is 21 July 2023.

CONTENTS

Page
Risk Factors ................................................................................................................................................. 8
Forward-Looking Statements ..................................................................................................................... 20
Information Incorporated by Reference ...................................................................................................... 21
Enforcement of Foreign Judgments ............................................................................................................ 22
Available Information ................................................................................................................................ 23
Overview of the Programme....................................................................................................................... 24
Forms of the Notes..................................................................................................................................... 29
Terms and Conditions of the Notes ............................................................................................................. 37
Form of Final Terms .................................................................................................................................. 74
Summary of Provisions Relating to the Notes while in Global Form ........................................................... 86
Use of Proceeds ......................................................................................................................................... 90
Japanese Local Government Finance and the Role of JFM .......................................................................... 91
Capitalisation and Indebtedness.................................................................................................................. 94
Japan Finance Organization for Municipalities ........................................................................................... 95
Selected Historical Financial Information ................................................................................................. 107
Operating and Financial Review ............................................................................................................... 108
Taxation .................................................................................................................................................. 127
Benefit Plan Investor Considerations ........................................................................................................ 138
Subscription and Sale ............................................................................................................................... 140
Transfer Restrictions ................................................................................................................................ 148
General Information ................................................................................................................................. 154

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IMPORTANT NOTICES
JFM accepts responsibility for the information contained in this Base Prospectus and declares that, the
information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") and a document specific to such Tranche called the final terms (the
"Final Terms"). This Base Prospectus must be read and construed together with any amendments or supplements
hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must
be read and construed together with the relevant Final Terms.
JFM has confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus
contains the information, which according to the particular nature of JFM 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 JFM and of the rights attaching to the Notes; that such information is
true and accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect;
that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in the context of the Programme and the issue, offering and sale of the Notes) not
misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by JFM or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by JFM or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus 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 Base Prospectus or (ii) the acts or omissions of JFM
or any other person (other than the relevant Dealer) in connection with the issue and offering of the Notes. Neither
the delivery of this Base Prospectus or any Final Terms, nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to
the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or
that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the
prospects or financial or trading position of JFM since the date thereof or, if later, the date upon which this Base
Prospectus has been most recently amended or supplemented or that any other information supplied in connection
with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
Product Governance under Directive 2014/65/EU (as amended): 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 EU MiFID Product Governance Rules. 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 Directive 2014/65/EU (as
amended, "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.
Product Governance under UK MiFIR: 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 FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR 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 UK MiFIR Product
Governance Rules. 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 distributor should take into consideration the target market
assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for

3

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.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by JFM and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution
of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and
Sale". In particular, the Notes 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 Bearer Notes are subject
to U.S. tax law requirements. The Notes 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) except in certain
transactions exempt from the registration requirements of the Securities Act.
The Notes may be offered and sold (A) as Bearer Notes or Registered Notes outside the United States to
non-U.S. persons in reliance on Regulation S ("Regulation S Only Note Offerings") or (B) in registered form
outside the United States to non-U.S. person 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")) in reliance on Rule 144A
("Rule 144A and Regulation S Note Offerings"). Prospective purchasers are hereby notified that sellers of the
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".
THE PROGRAMME AND THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), 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 BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area (the "EEA") or the United
Kingdom (a "Relevant State") will be made pursuant to an exemption under 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"), as applicable, from the requirement to publish a prospectus for offers of Notes.
Accordingly, any person making or intending to make an offer in a Relevant State of Notes which are the subject
of an offering contemplated in this Base Prospectus as completed by the Final Terms in relation to the offer of
those Notes may only do so (i) in circumstances in which no obligation arises for JFM or any Dealer to publish a
prospectus pursuant to the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, or
supplement a prospectus pursuant to the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the
competent authority in that Relevant State and (in either case) published, all in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable, provided that such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus, and JFM has consented in writing
to its use for the purpose of such offer. Except to the extent subparagraph (ii) above may apply, neither JFM nor
any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for JFM or any Dealer to publish or supplement a prospectus for such offer.
IMPORTANT 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 EEA. 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 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 (the "EU 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 EU PRIIPs Regulation.

4

IMPORTANT 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 (the "EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended
("FSMA") and any rules or regulations made under the FSMA 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 EUWA. Consequently, no key information document
required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (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.
Notes issued as "green bonds": None of the Dealers accepts any responsibility for any environmental
assessment of any Notes issued as "green bonds" or makes any representation or warranty or assurance whether
such Notes will meet any investor expectations or requirements regarding such "green" or similar labels. None of
the Dealers is responsible for the use or allocation of proceeds for any Notes issued as "green bonds", nor the
impact or monitoring of such use of proceeds nor do any of the Dealers undertake to ensure that there are at any
time sufficient eligible projects or financings, as described in the relevant Final Terms ("Eligible Projects") to
allow for allocation of a sum equal to the net proceeds of the issue of such Notes issued as "green bonds" in full.
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 bonds", 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" 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.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT 2001 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 2001 (the "SFA"). JFM will make a
determination and provide the appropriate written notification to "relevant persons" in relation to each issue about
the classification of the Notes being offered for the purposes of section 309B(1)(a) and section 309B(1)(c) of the
SFA.
The Notes are exempt from the requirement for registration under the Financial Instruments and Exchange
Act of Japan (Law No. 25 of 1948, as amended, the "Financial Instruments and Exchange Act") and are subject
to the Act on Special Measures Concerning Taxation of Japan (Law No. 26 of 1957, as amended, the "Act on
Special Measures Concerning Taxation"). Each Dealer has represented and agreed that it has not, directly or
indirectly, offered or sold, and will not, directly or indirectly, offer or sell as part of its primary distribution (boshu)
at any time, any Notes to, or for the benefit of, any person other than a beneficial owner that is, (i) 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 Specially-Related Party of JFM (as defined
in "Taxation") or (ii) a Japanese financial institution designated in Article 6, Paragraph 11 of the Act on Special
Measures Concerning Taxation.
BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE
REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.
In addition, interest payments on the Notes will generally be subject to Japanese withholding tax unless it
is established that the Notes are held by or for the account of a beneficial owner that falls within either clause (i)
or (ii) set forth above and complies with the applicable requirement for tax exemption, or is a Japanese public
corporation, a Japanese financial institution or a Japanese financial instruments business operator, etc. described
in Article 3-3, Paragraph 6 of the Act on Special Measures Concerning Taxation which complies with the
requirement for tax exemption under that paragraph.
JFM will not issue "Taxable Linked Securities" (securities of which the amount of interest is to be
calculated by reference to certain indexes (as prescribed by the Cabinet Order under Article 6, Paragraph
4 of the Act on Special Measures Concerning Taxation) relating to JFM or a Specially-Related Party of
JFM) under the Programme.

5

Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by JFM, the Dealers or any of them that
any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient
of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of JFM.
Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the
Hong Kong SFC Code of Conduct Important Notice to Prospective Investors: Prospective investors should
be aware that certain intermediaries in the context of certain offerings of Notes pursuant to this Programme (each
such offering, a "CMI Offering"), including certain Dealers, may be "capital market intermediaries" (the "CMIs")
subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and
Futures Commission (the "SFC Code"). This notice to prospective investors is a summary of certain obligations
the SFC Code imposes on such CMIs, which require the attention and cooperation of prospective investors. Certain
CMIs may also be acting as "overall coordinators" (the "OCs") for a CMI Offering and are subject to additional
requirements under the SFC Code. The application of these obligations will depend on the role(s) undertaken by
the relevant Dealer(s) in respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of JFM, a CMI or its group
companies would be considered under the SFC Code as having an association (an "Association") with JFM, the
CMI or the relevant group company. Prospective investors associated with JFM, or any CMI (including its group
companies) should specifically disclose this when placing an order for the relevant Notes and should disclose, at
the same time, if such orders may negatively impact the price discovery process in relation to the relevant CMI
Offering. Prospective investors who do not disclose their Associations are hereby deemed not to be so associated.
Where prospective investors disclose their Associations but do not disclose that such order may negatively impact
the price discovery process in relation to the relevant CMI Offering, such order is hereby deemed not to negatively
impact the price discovery process in relation to the relevant CMI Offering. Prospective investors should ensure,
and by placing an order prospective investors are deemed to confirm, that orders placed are bona fide, are not
inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two
or more CMIs). A rebate may be offered by the JFM to all private banks for orders they place (other than in relation
to Notes subscribed by such private banks as principal whereby it is deploying its own balance sheet for onward
selling to investors), payable upon closing of the relevant CMI Offering based on the principal amount of the Notes
distributed by such private banks to investors. Private banks are deemed to be placing an order on a principal basis
unless they inform the CMIs otherwise. As a result, private banks placing an order on a principal basis (including
those deemed as placing an order as principal) will not be entitled to, and will not be paid, the rebate. Details of
any such rebate will be set out in the applicable Final Terms or otherwise notified to prospective investors. If a
prospective investor is an asset management arm affiliated with any relevant Dealer, such prospective investor
should indicate when placing an order if it is for a fund or portfolio where the relevant Dealer or its group company
has more than 50 per cent. interest, in which case it will be classified as a "proprietary order" and subject to
appropriate handling by CMIs in accordance with the SFC Code and should disclose, at the same time, if such
"proprietary order" may negatively impact the price discovery process in relation to the relevant CMI Offering.
Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm
that their order is not a "proprietary order". If a prospective investor is otherwise affiliated with any relevant Dealer,
such that its order may be considered to be a "proprietary order" (pursuant to the SFC Code), such prospective
investor should indicate to the relevant Dealer when placing such order. Prospective investors who do not indicate
this information when placing an order are hereby deemed to confirm that their order is not a "proprietary order".
Where prospective investors disclose such information but do not disclose that such "proprietary order" may
negatively impact the price discovery process in relation to the relevant CMI Offering, such "proprietary order" is
hereby deemed not to negatively impact the price discovery process in relation to the relevant CMI Offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including
private banks) which is personal and/or confidential in nature to the prospective investor. By placing an order,
prospective investors are deemed to have understood and consented to the collection, disclosure, use and transfer
of such information by the relevant Dealers and/or any other third parties as may be required by the SFC Code,
including to JFM, any OCs, relevant regulators and/or any other third parties as may be required by the SFC Code,
it being understood and agreed that such information shall only be used for the purpose of complying with the SFC
Code, during the bookbuilding process for the relevant CMI Offering. Failure to provide such information may
result in that order being rejected.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the EEA, references to "¥", "Japanese yen" or "yen" are to the Japanese yen, references to
"U.S.$", "U.S. dollars" or "dollars" are to United States dollars, references to "£", "GBP" or "pounds" are to

6

pounds sterling and references to "", "EUR" or "euro" are to the currency introduced at the start of the third stage
of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of
3 May 1998 on the introduction of the euro, as amended.
In this Base Prospectus, references to the "JFM Law" are to the Japan Finance Organization for
Municipalities Law of Japan (Law No. 64 of 2007, as amended).
In this Base Prospectus, "billion" means thousand million, and, in respect of the financial statements and
amounts reproduced directly therefrom, where financial information is presented in millions of yen, amounts of
less than one million have been rounded down to the nearest one million, and where financial information is
presented in one hundred millions (one-tenth of a billion) of yen, amounts of less than one-tenth of a billion have
been rounded down to the nearest one-tenth of a billion, except that, in certain cases, the rounding has been adjusted
to make the total of individual figures equal to the total figure representing the aggregate of those individual figures.
In cases where financial information other than those reproduced directly from the financial statements is presented
in one hundred millions (one-tenth of a billion) of yen, amounts of less than one-tenth of a billion have been
rounded down to the nearest one-tenth of a billion, and the total of individual figures may not equal to the total
figure representing the aggregate of those individual figures. All other figures and percentages, including operating
data, have been rounded up or down (in the case of percentages, to the nearest 0.1 per cent. or to the nearest 0.01
per cent.), unless otherwise specified; however, certain percentages in tables may have been rounded otherwise
than to the nearest 0.1 per cent. or 0.01 per cent., as the case may be, to make the total of the relevant items equal
to 100 per cent.
In connection with the issue of any Tranche of Notes, the Dealer(s) (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over allot Notes or effect transactions with a view to supporting the 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 of Notes 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 of Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in
accordance with all applicable laws and rules.

7

RISK FACTORS
Prospective investors should read the entire Base Prospectus.
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective
investors should carefully consider risk factors associated with any investment in the Notes, the business of JFM
and the industry in which it operates together with all other information contained in this Base Prospectus,
including, in particular the risk factors described below. Words and expressions defined in the "Terms and
Conditions of the Notes" below or elsewhere in this Base Prospectus have the same meanings in this section.
The following is not an exhaustive list or explanation of all risks which investors may face when making
an investment in the Notes and should be used as guidance only. Additional risks and uncertainties relating to
JFM that are not currently known to JFM, or that JFM currently deems immaterial, may individually or
cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial
position of JFM and, if any such risk should occur, the price of the Notes may decline and investors could lose all
or part of their investment. Investors should consider carefully whether an investment in the Notes is suitable for
them in light of the information in this Base Prospectus and their personal circumstances.
Risks Relating to JFM
JFM's business operations, results of operations and financial condition are affected by the policies of the
Japanese national and local governments.
JFM is an entity established by the JFM Law, which is a national law of Japan. JFM's primary objective
is to contribute to the sound operation of local government financing and to improve the welfare of local residents
by providing long-term funding at low interest rates to local governments. It also supports local governments by
providing them with staff training, conducting surveys and research on local government funding and dispatching
experts in local government finances in response to specific requirements, so that they can efficiently and
effectively raise funds from private financial institutions and other investors. JFM is the primary public financial
institution for supplying long-term, low-cost financing to local governments for funding national policy targets,
and it is a preferred lender to local governments for basic infrastructure-related funding. JFM loans, which
accounted for approximately 17.2 per cent. of local government funding during the year ended 31 March 2023
based on the 2022 Local Government Borrowing Programme, constitute an integral part of the support system
provided to local governments by the national government's Ministry of Internal Affairs and Communications
under its Local Government Borrowing Programme.
As an entity created to facilitate public policy, JFM's business, financial condition and results of operations
are significantly affected by the policies of the Japanese national and local governments. Such policies may
determine, among other things, local government borrowing requirements and are affected by many factors,
including the political, socioeconomic and financial conditions and developments in Japan and of such
governments. In particular, local government outlays for public works projects, shortfalls between overall outlays
and tax and other revenues, extraordinary events such as natural and man-made disasters and public health crises
and other factors may affect the demand of local governments for borrowing. Social policy may affect JFM's
management of its assets, as illustrated by various forms of relief granted to borrowers in the wake of the Great
East Japan Earthquake. Moreover, a policy change leading to a change in the JFM Law could change JFM's
mandate and negatively affect its operations and other aspects of its business.
Although the national government guarantees a certain amount of bonds issued by JFM, the national
government does not, without specific grant, guarantee, directly or indirectly, JFM's securities or other obligations,
and the amount of JFM bonds so guaranteed has been shrinking in recent periods as only those bonds which are
issued to replace bonds previously issued by the Predecessor (as defined in "Japan Finance Organization for
Municipalities") may be so guaranteed. Even JFM bonds issued without a national government guarantee, however,
have received credit ratings consistent with the credit rating received by national government bonds ("JGBs"). For
example, according to S&P, this is largely because it considers JFM a "government-related entity" with an
extremely high likelihood of extraordinary government support and accordingly link JFM's rating to that of Japan,
and according to Moody's, the alignment of JFM's ratings with that of the sovereign reflects the close integration
of JFM's activities with the government (sources: S&P RatingsDirect®, 22 February 2023, Moody's Credit
Opinion, 14 December 2022). This view arises from JFM's important role in facilitating public policy. If the
perceived likelihood of such implicit support were to fall, credit ratings of JFM and its bonds would also likely
fall.

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The close relationship between the national government and JFM's borrowers means that JFM's business
and results of operations can be directly affected by national government policy. For example, when there have
been shortfalls in local revenue sources, which have arisen in part due to local government financial conditions,
the national government has allowed local governments to prepay, without penalty, higher interest rate loans from
JFM and to refinance those loans at current lower interest rates, and may continue to do so, under certain conditions.
In addition, it is commonly perceived that there is implicit national government support for local government
bonds and loans, which permits access by local governments to cheap funding. Although such bonds and loans are
not explicitly guaranteed by the national government, their issues have been authorised by the national government
and there have been no substantial credit risk spreads among local government issuers. This suggests a perception
of implicit national government support for local government bonds and loans, including JFM loans. Moreover,
the Ministry of Internal Affairs and Communications has itself indicated that such bonds and loans will be
reimbursed due to arrangements in place for ensuring local governments have access to financial resources
necessary to make reimbursements, and for monitoring local government financial situations and ensuring local
government financial soundness.
The national government's policies could change in a way that affects its relationships with JFM or the
local governments. It is possible the national government could further distance itself from JFM. Moreover, in
recent years, government policy has been to increase the independence of local governments, and if further steps
in this direction are taken, the implicit support of local governments by the national government could be reduced.
If actual or perceived national government support for JFM or JFM's borrowers declines, this would make
obtaining funds by JFM and its borrowers from the capital markets more expensive. This could negatively affect
their access to liquidity and their ability to pay their obligations when they come due.
If Japanese economic conditions do not improve or if they worsen, JFM's business operations, results of
operations and financial condition may be negatively affected.
Prospective investors in JFM bonds should be aware of the challenges faced by the Japanese economy.
The significant disruption in economic activity as a result of the 2019 Novel Coronavirus ("COVID-19")
and the measures taken in response have had a significant negative impact on overall economic conditions in Japan,
as reflected in the 3.5 per cent. year-over-year decline in nominal GDP in the year ended 31 March, 2020, according
to the Cabinet Office of Japan. In the years ended 31 March, 2021 and 2022, nominal GDP increased by 2.4 per
cent. and 2.0 per cent. year-over-year, respectively. In June 2023, the Cabinet Office of Japan affirmed that the
Japanese economy continued to recover at a moderate pace, citing increases in private consumption, business
investment and improvements in corporate profits, firms' business sentiment and the labour market.
Notwithstanding recent increases in GDP, the outlook of the Japanese economy remains uncertain and economic
conditions in Japan may not improve or could worsen.
While Japanese and global economies have faced challenges raised by COVID-19, a variety of other
macroeconomic and geopolitical factors could weigh on economic conditions in Japan. Geopolitical instability in
various parts of the world including the ongoing military conflict between Russia and Ukraine, changes to less
accommodative economic policy in developed economies, material changes in regional economic or political
unions or associations between countries, increased protectionism affecting trade relations globally could also
contribute to economic instability in those and other regions and affect Japanese and global economic conditions.
Recent inflationary pressures and supply shortages are also significantly affecting Japanese and global economic
conditions, and inflation in major global economies, interest rate increases, monetary policy tightening and high
levels of volatility in global financial markets are expected to continue. In December 2022, the Bank of Japan
decided to modify its yield curve control policy, including allowing the upper end of its yield target range for 10-
year Japanese government bonds to fluctuate in a range of up to 0.5 per cent., an increase from the previous limit
of 0.25 per cent. This policy shift and any future actions or inaction by the Bank of Japan could result in increases
in interest rates, which could in turn impact economic conditions in Japan. Further, certain recent developments in
the global banking sector, such as regional bank failures in the United States and the acquisition of Credit Suisse
Group AG by UBS Group AG, have contributed to increased volatility and uncertainty in financial markets in
Japan and globally in recent months which could continue in the future.
Domestically, the long term impact of such issues as well as others on Japan's economy, trade balance and
interest rates remains uncertain.
Other challenges for the Japanese economy also include an increased dependence on liquid natural gas
("LNG") and other energy imports as a result of the nuclear accident at the Fukushima Daiichi Nuclear Power

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Plant and suspension of operations at other nuclear power plants. Such dependence may prove increasingly
problematic for Japan as the conflict in Ukraine and related sanctions imposed against Russia by the international
community impact global fuel markets and prices. Furthermore, the recent depreciation of yen against other major
foreign currencies had led to increased costs of imports. Moreover, over the long term, Japan faces demographic
challenges, such as an aging workforce and population decrease, and high levels of public debt and associated debt
servicing payments.
If economic conditions do not improve or if they worsen, particularly in Japan, the national government
may be unable to support JFM or JFM's borrowers. In addition, JFM could experience a deterioration in the credit
quality of its loan portfolio and a related increase in its credit costs, which could adversely affect its results of
operations and financial condition.
The COVID-19 global pandemic has had a negative impact on economic activity in Japan and worldwide which
has impacted and could continue to adversely affect JFM's business, results of operations and financial
condition.
The outbreak of COVID-19, which was declared by the World Health Organization as a public health
emergency of international concern in January 2020 and subsequently characterised as a pandemic, has
significantly and adversely affected global economic systems, global supply chains, and financial markets
worldwide, causing diminished investment sentiment, sporadic volatility in global capital markets and a
precipitous decline of value in stock markets around the globe. Governments around the world, including the
Japanese government, have made efforts to contain the spread of COVID-19 and its multiple variants. In Japan,
for example, the central and local governments imposed a number of measures to try to contain the spread of the
disease, including declarations of state of emergency or other emergency measures in affected areas at various
times throughout 2020 to 2022.
In January 2023, the Japanese government downgraded COVID-19 from category 2 to category 5, the
category used for infectious diseases such as seasonal influenza, on its five tier severity system under the Act on
the Prevention of Infectious Diseases and Medical Care for Patients with Infectious Diseases of Japan (Act No.
114 of 1998, as amended), which took effect in May 2023. This downgrade means that the Japanese government
would no longer be able to declare a state of emergency or take pre-emergency measures unless the category is
upgraded.
If there is a sustained material deterioration in financial markets or economic conditions as a result of any
future impact of the COVID-19 pandemic or any other health crisis or pandemic that might arise in the future,
particularly in Japan, the national government policy with respect to JFM or the local governments to which JFM
regularly lends may change and such change may adversely affect JFM's business, results of operations and
financial condition. In addition, JFM could experience a deterioration in the credit quality of its loan portfolio and
a related increase in its credit costs, as well as an increase in funding costs, which could adversely affect its results
of operations and financial condition. Any of these factors could have a material adverse effect on JFM's business,
results of operations and financial condition.
JFM's credit rating is linked to that of Japan, which means a downgrading of Japan would likely result in a
downgrading of JFM.
Due to JFM's public-sector role, for example, S&P considers JFM a "government-related entity" with an
extremely high likelihood of extraordinary government support, and Moody's considers the alignment of JFM's
ratings with that of the sovereign reflects the close integration of JFM's activities with the government (sources:
S&P RatingsDirect®, 22 February 2023, Moody's Credit Opinion, 14 December 2022), any rating action taken
with respect to Japan can be expected to impact JFM's ratings.
Japan's debt rating has been subject to downgrades and lowered rating outlooks in recent years as a result
of certain factors including its fiscal deficit and economic growth. Each of those downgrades has resulted in a
commensurate downgrade of JFM's rating. Currently, JGBs are rated A+ (Stable Outlook) by S&P, A (Negative
Outlook) by Fitch and A1 (Stable Outlook) by Moody's. While JFM has not experienced any significant negative
effects as a result of those rating actions, and while S&P revised JFM's rating outlook from Positive to Stable
following the same revision to Japan's rating outlook, any future adverse rating actions may adversely affect JFM's
rating, or its ability to raise funds in a desirable manner. There can be no assurance JGB ratings will not be
downgraded in the future.

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