Obbligazione Nippon Tobacco 2.875% ( XS2238783778 ) in EUR

Nippon Tobacco

98.2 EUR ▼

Giappone

XS2238783778 ( in EUR )

2.875% per anno ( pagato 1 volta l'anno)

06/10/2083

Prospetto opuscolo dell'obbligazione Japan Tobacco XS2238783778 en EUR 2.875%, scadenza 06/10/2083

07/01/2027 ( In 276 giorni )

Japan Tobacco International (JTI) è una delle più grandi aziende produttrici di tabacco al mondo, con un portafoglio di marchi internazionali e una presenza globale significativa.

The Obbligazione issued by Nippon Tobacco ( Japan ) , in EUR, with the ISIN code XS2238783778, pays a coupon of 2.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 06/10/2083

BASE PROSPECTUS
JAPAN TOBACCO INC.
(incorporated with limited liability in Japan)
JT INTERNATIONAL FINANCIAL SERVICES B.V.
(incorporated with limited liability in the Netherlands and having its corporate seat in Amstelveen)
U.S.$7,000,000,000
Euro Medium Term Note Programme
guaranteed (in respect of Notes issued by JT INTERNATIONAL FINANCIAL SERVICES B.V.) by
JAPAN TOBACCO INC.
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), each of Japan Tobacco Inc. ("JT")
and JT International Financial Services B.V. ("JTIFS") (each an "Issuer" and together, the "Issuers") may from time to time issue notes
(the "Notes") which, in the case of Notes issued by JTIFS, will be guaranteed (the "Guarantee") by JT (in such capacity as guarantor, the
"Guarantor"). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$7,000,000,000 (or the equivalent in
other currencies).
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from
the date of this Base Prospectus to be admitted to listing on the Official List (the "Official List") of the Luxembourg Stock Exchange and to
trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Market"). References in this Base Prospectus to Notes being "listed"
(and all related references) shall mean that such Notes have been admitted to trading on the Market and are intended to be listed on the
Official List. The Market is not a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council
on markets in financial instruments (as amended, "MiFID II"). This Base Prospectus can only be used for the purposes for which it has been
published. In relation to the Notes listed on the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the
date hereof. However, each Issuer may also issue unlisted Notes which are not admitted to trading on any market. The relevant Final Terms
(as defined in "Overview of the Programme") in respect of the issue of any Notes will specify whether or not such Notes will be listed on the
Official List and admitted to trading on the Market (or any other stock exchange).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Notes in bearer form will initially be represented by a temporary Global Note in bearer form (each a "temporary Global Note") or a
permanent Global Note in bearer form (each a "permanent Global Note"). If the Global Notes are stated in the applicable Final Terms to be
issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche (as
defined in "Overview of the Programme") to a common safekeeper (the "Common Safekeeper") for Clearstream Banking S.A.
("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear"). Notes in registered form will be represented by registered
certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one
Series. Registered Notes issued in global form will be represented by registered Global Certificates ("Global Certificates"). If a Global
Certificate is to be held under the New Safekeeping Structure (the "NSS"), the Global Certificate will be delivered on or prior to the original
issue date of the relevant Tranche to a Common Safekeeper for Clearstream, Luxembourg and Euroclear. Global Notes which are not issued
in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue
date of the relevant Tranche with a common depositary on behalf of Clearstream, Luxembourg and Euroclear (the "Common Depositary").
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Summary
of Provisions Relating to the Notes while in Global Form".
The Programme is expected to be rated "AA-" by S&P Global Ratings Japan Inc. ("S&P") and "(P)A1" by Moody's Japan K.K.
("Moody's"). Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not
necessarily be the same as the rating assigned to the Programme. 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.
This Base Prospectus constitutes a prospectus for the purposes of the Luxembourg law on prospectuses for securities dated 16 July 2019.
Arranger and Dealer
Citigroup
Dealers
BofA Securities
Commerzbank
DBS Bank Ltd.
Deutsche Bank
J.P. Morgan
Mizuho Securities
Morgan Stanley
MUFG
SMBC Nikko
Société Générale Corporate &
Standard Chartered Bank
UniCredit Bank
Investment Banking
The date of this Base Prospectus is 26 March 2021.

The Base Prospectus in respect of JT includes all information contained within this Base Prospectus together
with all documents which are deemed to be incorporated herein by reference.
The Base Prospectus in respect of JTIFS includes all information contained within this Base Prospectus
together with all documents which are deemed to be incorporated herein by reference, except for the financial
statements of JT and its consolidated subsidiaries that are deemed to be incorporated herein by reference and
for any information contained in the section entitled "Description of Japan Tobacco Inc".
Each of JT and JTIFS accepts responsibility for the information contained in its Base Prospectus as described.
To the best of the knowledge of each of JT and JTIFS the information contained in its Base Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Base Prospectus does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the
"Prospectus Regulation").
None of the Arranger or the Dealers (each as defined in "Overview of the Programme") have independently
verified the information contained in this Base Prospectus. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility is accepted by the Arranger or the Dealers as to
the accuracy or completeness of the information contained or incorporated in this Base Prospectus. Neither
the Arranger nor the Dealers accept any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuers or the Guarantor in
connection with this Base Prospectus.
None of the Arranger, the Dealers or 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 the accuracy or completeness of the information contained in this Base Prospectus or any responsibility for
any act or omission of the Issuers, the Guarantor, or any other person 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 Base Prospectus 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 the Issuers, the Guarantor
or any of the Dealers or the Arranger.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuers, the Guarantor or any of the Arranger or the Dealers that any recipient of this
Base Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating the purchase of any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
relevant Issuer and/or the Guarantor.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in this Base Prospectus concerning the Issuers or the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Arranger or the Dealers expressly do not undertake to review the financial condition
or affairs of the Issuers or the Guarantor during the life of the Programme or to advise any investor in the
Notes of any information coming to their attention.
-i-

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and/or any Final Terms and the offer, sale or delivery of Notes may be
restricted by law in certain jurisdictions. None of the Issuers, the Guarantor, the Arranger and the Dealers
represent that this Base Prospectus and/or any Final Terms may be lawfully distributed, or that any Notes may
be lawfully offered, sold or delivered in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution, offering, sale or delivery. In particular, no action has been taken by the
Issuers, the Guarantor, the Arranger or the Dealers which is intended to permit a public offering of any Notes
or the distribution of this Base Prospectus and/or any Final Terms in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered, sold or delivered, directly or indirectly, and
neither this Base Prospectus nor any advertisement or other offering material including any Final Terms may
be distributed or published in any jurisdiction except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Base Prospectus, any Final Terms or
any Notes come must inform themselves about, and observe, any such restrictions on the distribution of this
Base Prospectus and any Final Terms and the offering and sale of the Notes. In particular, there are
restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the
European Economic Area, the United Kingdom, Belgium, Japan, the Netherlands, Singapore and Switzerland
(see "Subscription and Sale").
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers whether it:
(i)
has 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 or incorporated by reference in this Base
Prospectus or any applicable supplement;
(ii)
has 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 the Notes will have on its overall
investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
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 (a) Notes are legal investments for it, (b) Notes can be used as collateral for
various types of borrowing, and (c) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933 (the
"Securities Act"), and Notes in bearer form are subject to U.S. tax law requirements. Subject to certain
-ii-

exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see
"Subscription and Sale").
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 the Notes
issued (i) by JT, or (ii) by JTIFS, if the interest on the Notes is attributable to a business that is conducted by
JTIFS in the manner provided for under Article 6 of the Special Taxation Measures Law of Japan (Law No.
26 of 1957, as amended, the "Special Taxation Measures Act"), are subject to the Special Taxation Measures
Act (see "Subscription and Sale").
BY PURCHASING THE NOTES ISSUED BY JT OR JTIFS IN THE FOREGOING
CIRCUMSTANCES IN THE INITIAL DISTRIBUTION OF SUCH NOTES, AN INVESTOR WILL
BE DEEMED TO HAVE REPRESENTED THAT IT IS A GROSS RECIPIENT (AS DEFINED IN
"SUBSCRIPTION AND SALE").
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed U.S.$7,000,000,000 (and for this purpose, any Notes denominated in another
currency shall be converted into U.S. dollars) (calculated in accordance with the provisions of the Programme
Agreement, as defined in "Subscription and Sale"). The maximum aggregate principal amount of Notes which
may be outstanding and guaranteed at any one time under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the Programme Agreement.
In this Base Prospectus, references to "JT Group" means JT and its consolidated subsidiaries (including
JTIFS) and references to "JT International" means JT International Holding B.V. and its consolidated
subsidiaries (including JTIFS). References to "Japan Tobacco Inc." or "JT" are only to Japan Tobacco Inc.
on a non-consolidated basis. References to "TableMark" are to the holding company TableMark Holdings
Co., Ltd., the operating company TableMark Co., Ltd. and its subsidiaries.
All references in this document to "U.S." or "United States" are to the United States of America, all
references to "United Kingdom" are to the United Kingdom of Great Britain and Northern Ireland and all
references to "EU" are to the European Union and its Member States as of the date of this Base Prospectus,
unless stated otherwise.
This Base Prospectus contains forward-looking statements. These statements appear in a number of places in
this Base Prospectus and include statements regarding the intent, belief or current and future expectations of
JT Group's management with respect to JT Group's business, financial condition and results of operations. In
some cases, such forward-looking statements may be identified by terms such as "may", "will", "should",
"would", "expect", "intend", "outlook", "project", "plan", "aim", "seek", "target", "anticipate", "believe",
"estimate", "predict", "potential" or the negative of these terms or other similar terminology. These statements
are not guarantees of future performance and are subject to various risks and uncertainties. Actual results,
performance or achievements, or those of the industries in which JT Group operates, may differ materially
from any future results, performance or achievements expressed or implied by these forward-looking
statements. In addition, these forward-looking statements are necessarily dependent upon assumptions,
estimates and data that may be incorrect or imprecise and involve known and unknown risks and
uncertainties. Forward-looking statements regarding operating results are particularly subject to a variety of
assumptions, some or all of which may not be realised. Accordingly, prospective purchasers of the Notes
should not interpret the forward-looking statements included in this Base Prospectus as predictions or
representations of future events or circumstances. Risks, uncertainties or other factors that could cause actual
results to differ materially from those expressed in any forward-looking statement include, without limitation:

deterioration in economic conditions in areas that matter to JT Group;
-iii-

economic, regulatory and political changes, such as nationalisation, terrorism, wars and civil
unrest, in countries in which JT Group operates;

fluctuations in foreign exchange rates and the costs of raw materials;

increases in excise, consumption or other taxes on tobacco products in markets in which JT
Group operates, as well as the potential for increased carbon taxes, which could impact JT
Group's cost of production;

decrease in demand for tobacco products in JT Group's key markets;

competition in markets in which JT Group operates or into which JT Group seeks to expand;

catastrophes, including natural disasters, pandemics as well as the impact of climate change;

JT Group's ability to realise anticipated results of JT Group's acquisitions or other similar
investments;

restrictions on promoting, marketing, packaging, labelling and usage of tobacco products in
markets in which JT Group operates;

changes in pharmaceutical and/or food standard regulations; and

litigation around the world alleging adverse health and financial effects resulting from, or
relating to, tobacco products.
Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this Base Prospectus. JT Group assumes no
duty or obligation to update, or to announce publicly any revision to, any forward-looking statement or to
advise of any change in the assumptions and factors on which they are based. Other important risks and
factors that could cause JT Group's actual results to be materially different from those described in the
forward-looking statements are discussed in "Risk Factors", "Description of Japan Tobacco Inc." and
elsewhere in this Base Prospectus.
None of the Arranger, the Dealers, the Issuers or the Guarantor makes any representation to any
investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in
the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period
of time.
In connection with the issue of any Tranche (as defined in "Overview of the Programme Method of
Issue"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Manager(s)") (or any person 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, there is no assurance that the
Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager) will undertake
stabilisation action. 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 be ended 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 any person acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
Amounts payable on Floating Rate Notes may be calculated by reference to EURIBOR, which is provided by
European Money Markets Institute ("EMMI"), or LIBOR, which is provided by ICE Benchmark
-iv-

Administration Ltd ("ICE"). As at the date of this Base Prospectus, EMMI appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR").
As at the date of this Base Prospectus, ICE does not appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the BMR. As far as the Issuers and the
Guarantor are aware, the transitional provisions in Article 51 of the BMR apply, such that ICE is not currently
required to obtain recognition, endorsement or equivalence.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA 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
MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive"), 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 the Prospectus Regulation. Consequently, no
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the European Economic
Area has been or will be 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 PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM 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. 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"); (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA")
and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, 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; or (iii) not a qualified investor as
defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the
"UK Prospectus Regulation"). Consequently, no key information document required by the PRIIPs
Regulation 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 United Kingdom has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the United Kingdom may be unlawful under the UK 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.
-v-

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 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, 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.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore)
(the "SFA"), each Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Ontario Permitted 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 Base Prospectus (including any amendment thereto) 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.
If applicable, 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.
-vi-

CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................... 2
OVERVIEW OF THE PROGRAMME .............................................................................................................. 4
RISK FACTORS ...............................................................................................................................................10
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................31
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................58
SUMMARY OF THE GUARANTEE ...............................................................................................................64
USE OF PROCEEDS ........................................................................................................................................65
FINANCIAL OVERVIEW ................................................................................................................................66
DESCRIPTION OF JAPAN TOBACCO INC. .................................................................................................73
DESCRIPTION OF JT INTERNATIONAL FINANCIAL SERVICES B.V. ....................................................96
TAXATION .......................................................................................................................................................98
SUBSCRIPTION AND SALE ........................................................................................................................104
FORM OF FINAL TERMS ............................................................................................................................. 110
GENERAL INFORMATION ..........................................................................................................................124
-vi-

DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus should be read and construed in conjunction with the following documents:
(a)
the audited consolidated financial statements (in English) of JT and its consolidated subsidiaries,
which comprise the consolidated statement of financial position as of 31 December 2020 and the
related consolidated statements of income, comprehensive income, changes in equity and cash flows
for the year then ended and the related notes to the consolidated financial statements with
corresponding figures as comparative information as of and for the year ended 31 December 2019,
including the independent auditor's report thereon (the "2020 Financial Statements");
(b)
the most recent audited consolidated financial statements and unaudited condensed quarterly
consolidated financial statements (in English) of JT and its consolidated subsidiaries, subsequent to the
audited consolidated financial statements referred to in (a) above, and published on the website of the
Luxembourg Stock Exchange;
(c)
the audited financial statements (in English) of JTIFS, which comprise the balance sheet as at 31
December 2020 and the income statement for the year then ended and the related notes to the financial
statements with corresponding figures as comparative information as of and for the year ended 31
December 2019, including the independent auditor's report thereon; and
(d)
the most recent audited financial statements (in English) of JTIFS subsequent to the audited financial
statements referred to in (c) above, and published on the website of the Luxembourg Stock Exchange.
Such documents shall be incorporated in and form part of this Base Prospectus, save that any statement
contained in a document which is incorporated by reference in this Base Prospectus shall be modified or
superseded for the purpose of this Base Prospectus 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 Base Prospectus. Any
documents themselves incorporated by reference in the documents incorporated by reference in this Base
Prospectus shall not form part of this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus may be obtained (without charge)
from the principal office in Luxembourg of Mizuho Trust & Banking (Luxembourg) S.A. (acting as listing
agent in Luxembourg). The documents listed under (a) above, which are incorporated by reference herein,
shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Issuers and the Guarantor have given an undertaking to the Dealers that, if at any time during the duration
of the Programme any significant new factor, material mistake or inaccuracy arises or is noted relating to the
information included in this Base Prospectus which is capable of affecting an assessment by investors of the
assets and liabilities, financial position, profits and losses, and prospects of the Issuers and/or the Guarantor
and/or of the rights attaching to the Notes and/or the Guarantee, the Issuers and the Guarantor shall prepare
and publish an amendment or supplement to this Base Prospectus for use in connection with any subsequent
offering of the Notes.
1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Data
Unless otherwise indicated, financial information included in this Base Prospectus for JT Group has been
prepared in accordance with International Financial Reporting Standards ("IFRS") and financial information
in respect of JTIFS has been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code.
JT Group's financial year ends on 31 December.
Currency presentation
All references in this Base Prospectus to "U.S. dollar(s)" and "U.S.$" refer to the currency of the United
States, those to "Sterling" and "£" refer to the currency of the United Kingdom, those to "Japanese yen",
"yen" and "¥" refer to the currency of Japan, those to "RMB", "Renminbi" refer to the currency of the
People's Republic of China (excluding Hong Kong, Macau and Taiwan), and those to "euro" and "" refer to
the single currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the EU, as amended.
Rounding
Certain figures included in this Base Prospectus, including operational non-financial figures, have been
subject to rounding adjustments. Accordingly, figures shown for the same category presented in different
tables may vary and figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures which precede them.
Non-IFRS Measures
In this Base Prospectus, JT Group discloses certain additional financial measures, including adjusted
operating profit, that are not required or defined under IFRS. These measures help explain the underlying
performance of each business and are used for internal performance management. JT Group believes that they
are useful information for investors to assess JT Group's performance. Further detail is also given where these
measures are set out and explained in "Financial Overview Other Performance Measures".
In particular, the adjusted items referred to in this Base Prospectus are determined by management's
judgment, taking into consideration the nature and frequency of the income and costs such that they provide
effective comparative information of JT Group performance and that they reflect the way of managing JT
Group's business appropriately.
These measures may not be comparable to similarly titled measures used by other companies and are not
measurements under IFRS or any other body of generally accepted accounting principles, and thus should not
be considered substitutes for the information contained in the 2020 Financial Statements incorporated by
reference in this Base Prospectus.
Non-Financial Operating Measures
This Base Prospectus includes non-financial operating measures to track the performance of JT Group's
business. These measures are not a measure of financial performance under IFRS and have not been reviewed
or audited by an outside auditor, consultant or expert. These measures are derived from management
2