{"url_path":"/sec/nmr/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1163653/0001193125-26-277134-index.html","accession_number":"0001193125-26-277134","cik":"0001163653","ticker":"NMR","issuer_name":"NOMURA HOLDINGS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163653/0001193125-26-277134-index.html","primary_entity_key":"0001163653","primary_entity_name":"NOMURA HOLDINGS INC"},"word_count":4998,"has_tables":true,"body_markdown":"Item 10. Additional Information\n\nA. Share Capital.\n\nNot applicable.\n\nB. Memorandum and Articles of Association.\n\nRegister, Objects and Purposes in the Company’s Articles of Incorporation\n\nNomura Holdings, Inc. is incorporated in Japan and is registered in the Commercial Register (Shogyo Tokibo in Japanese) maintained by the Tokyo Legal Affairs Bureau.\n\nArticle 2 of the Company’s Articles of Incorporation, which is an exhibit to this annual report, states that the Company’s purpose is, by means of holding shares, to control and manage the business activities of domestic companies which engage in the following businesses and the business activities of foreign companies which engage in the businesses equivalent to the following businesses:\n\n \n\n \n(1)\n\nFinancial instruments business prescribed in the Financial Instruments and Exchange Law;\n\n \n\n \n(2)\n\nBanking business prescribed in the Banking Law and trust business prescribed in the Trust Business Law; and\n\n \n\n \n(3)\n\nAny other financial services and any business incidental or related to such financial services.\n\n \n\n \n(4)\n\nOther than as prescribed in the items above, any other business ancillary or related to survey and research in connection with the economy, financial or capital markets, or infrastructure or undertaking the outsourcing thereof.\n\nProvisions Regarding the Company’s Directors\n\nAlthough there is no provision in the Company’s Articles of Incorporation as to a director’s power to vote on a proposal or arrangement in which the director is materially interested, under the Companies Act and the Company’s Regulations of the Board of Directors, a director must abstain from voting on such matters at meetings of the Board of Directors.\n\nAs a Company with Three Board Committees, the compensation of the Company’s directors and executive officers is determined by the Compensation Committee (see Item 6.C. “Board Practices-Information Concerning Directors-Compensation Committee” in this annual report). The Compensation Committee establishes the policy with respect to the determination of the individual compensation (including variable compensation) of each of the Company’s directors and executive officers and makes determinations in accordance with that compensation policy.\n\nWith respect to borrowing powers, these as well as other powers relating to the management of the business (with the exception of certain exclusions specified under the Companies Act) have been delegated to the executive officers by the Board of Directors as a Company with Three Board Committees.\n\n \n\n147\n\n##### Table of Contents\n\nThere is no mandatory retirement age for the Company’s directors under the Companies Act or the Company’s Articles of Incorporation.\n\nThere is no requirement concerning the number of shares an individual must hold in order to qualify him or her to serve as a director of the Company under the Companies Act or the Company’s Articles of Incorporation.\n\nPursuant to the Companies Act and the Company’s Articles of Incorporation, the Company may, by a resolution adopted by the Company’s Board of Directors, release the liabilities of any directors or executive officers to the Company for damages suffered by the Company due to their acts taken in good faith and without gross negligence, to the extent permitted by the Companies Act and the Company’s Articles of Incorporation. In addition, the Company may execute with directors (excluding a person who serves as an executive director, etc.) agreements that limit their liabilities to the Company for damages suffered by the Company if they acted in good faith and without gross negligence, to the extent permitted by the Companies Act and the Company’s Articles of Incorporation. See Item 6.C. “Board Practices-Limitation of Director Liability” in this annual report.\n\nOther Matters\n\nFor disclosures under the following items, see “Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934” which is an exhibit to this annual report: Item 10.B.3, B.4, B.5, B.6, B.7, B.8, B.9 and B.10.\n\nC. Material Contracts.\n\nNot applicable.\n\nD. Exchange Controls.\n\nAcquisition of Shares\n\nThe following summary is not intended to be a complete analysis of the prior notification or reporting requirements under Japanese foreign exchange regulations as a result of the acquisition by investors of shares of the Company. Potential investors should consult their own legal advisors on the consequences of the acquisition of shares of the Company, including specifically the applicable notification, reporting and other procedures and any available exemption therefrom under Japanese foreign exchange regulations.\n\nThe Foreign Exchange and Foreign Trade Act of Japan and its related cabinet orders and ministerial ordinances (“Foreign Exchange Regulations”) governs certain aspects relating to the acquisition and holding of shares of the Company by “foreign investors,” as defined below.\n\nIf a foreign investor acquires shares of the Company and as a result of this acquisition directly or indirectly holds 1% or more of the issued shares of the Company, together with its existing holdings and those of other parties who have a close relationship with that foreign investor (the “closely-related person”), the foreign investor is, in general, required to report the acquisition to the Minister of Finance and any other competent ministers via the Bank of Japan within 45 days from the date of acquisition. If (i) the foreign investor or its closely-related person will not become a board member of the Company, (ii) the foreign investor will not propose, at a general shareholders meeting of the Company, a transfer or disposition of its business, and (iii) the foreign investor will not have access to any non-public information regarding the Company’s technologies in relation to its business, in general, a prior notification is exempted.\n\n“Foreign investors” are generally defined as (i) individuals who are not residents in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices are located outside Japan, (iii) corporations of which (a) 50% or more of the voting rights are held directly or indirectly by (i) and/or\n\n \n\n148\n\n##### Table of Contents\n\n(ii) above, (b) a majority of officers consists of non-residents of Japan or (c) a majority of officers having the power of representation consists of non-residents of Japan, and (iv) partnerships or limited partnerships engaging in investment business, in which (a) 50% or more of the total amount of contributions are made directly or indirectly by (i) and/or (ii) above or (b) a majority of the managing partners are (i) and/or (ii) above.\n\nDividends and Proceeds of Sale\n\nUnder the Foreign Exchange Regulations, dividends paid on, and the proceeds of sales in Japan of, shares held by non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. Under the terms of the deposit agreement pursuant to which ADSs of the Company will be issued, the depositary is required, to the extent that in its judgment it can convert yen on a reasonable basis into U.S. dollars and transfer the resulting U.S. dollars to the U.S., to convert all cash dividends that it receives in respect of deposited shares into U.S. dollars and to distribute the amount received (after deduction of applicable withholding taxes) to the holders of ADRs.\n\n“Non-residents of Japan” are generally defined as individuals who are not resident in Japan and corporations whose principal offices are located outside Japan. Branches and other offices of Japanese corporations located outside Japan are considered non-residents of Japan, and branches and other offices located within Japan of non-resident corporations are considered residents of Japan.\n\nE. Taxation.\n\nU.S. Federal Income Taxation\n\nThis section describes the material U.S. federal income tax consequences of owning shares or ADRs. It applies to you only if you are a U.S. holder (as defined below), you acquire your shares or ADRs in an offering and you hold your shares or ADRs as capital assets for tax purposes. This discussion addresses only U.S. federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:\n\n \n\n \n•\n \n\na dealer in securities,\n\n \n\n \n•\n \n\na trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,\n\n \n\n \n•\n \n\na tax-exempt organization,\n\n \n\n \n•\n \n\na life insurance company,\n\n \n\n \n•\n \n\na person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock,\n\n \n\n \n•\n \n\na person that holds shares or ADRs as part of a straddle or a hedging, conversion, integrated or constructive sale transaction,\n\n \n\n \n•\n \n\na person that purchases or sells shares or ADRs as part of a wash sale for tax purposes, or\n\n \n\n \n•\n \n\na person whose functional currency is not the U.S. Dollar.\n\nThis section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Income Tax Convention Between the U.S. and Japan (“Japan-U.S. Tax Treaty”). These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.\n\n \n\n149\n\n##### Table of Contents\n\nIf an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds the shares or ADRs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADRs should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the shares or ADRs.\n\nYou are a U.S. holder if you are a beneficial owner of shares or ADRs and you are:\n\n \n\n \n•\n \n\na citizen or resident of the U.S.,\n\n \n\n \n•\n \n\na corporation created or organized in or under the laws of the U.S. or any political subdivision thereof,\n\n \n\n \n•\n \n\nan estate whose income is subject to U.S. federal income tax regardless of its source, or\n\n \n\n \n•\n \n\na trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.\n\nYou should consult your own tax advisor regarding the U.S. federal, state, local and other tax consequences of owning and disposing of shares and ADRs in your particular circumstances.\n\nThis discussion addresses only U.S. federal income taxation.\n\nIn general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to U.S. federal income tax.\n\nTaxation of Dividends\n\nSubject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of any distribution that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) is treated as a dividend that is subject to U.S. federal income taxation. If you are a non-corporate U.S. holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains provided that you hold the shares or ADRs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the shares or ADRs generally will be qualified dividend income provided that, in the year that you receive the dividend, the shares or ADRs are either readily tradable on an established securities market in the United States or we are eligible for the benefits under the Japan-U.S. Tax Treaty. Our ADRs are listed on the NYSE which is considered an established securities market in the U.S. We therefore expect that dividends that we distribute on our ADRs will be qualified dividend income (provided that you satisfy the aforementioned holding period requirements). In addition, we believe that we are currently eligible for the benefits of the Japan-U.S. Tax Treaty and we therefore expect that dividends on the shares will be qualified dividend income (provided that you satisfy the aforementioned holding period requirements), but there can be no assurance that we will continue to be eligible for the benefits of the Treaty.\n\nYou must include any Japanese tax withheld from the dividend payment in this gross amount even though you do not in fact receive it.\n\nThe dividend is taxable when you, in the case of shares, or the depositary, in the case of ADRs, receive the dividend, actually or constructively. The dividend will not be eligible for the “dividends-received deduction” generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. Dollar value of the Japanese Yen payments made, determined at the spot Japanese Yen/U.S. Dollar rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into U.S. Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to\n\n \n\n150\n\n##### Table of Contents\n\nthe date you, or the depositary on your behalf, convert the payment into U.S. Dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the U.S. for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the shares or ADRs and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with United States federal income tax principles. Accordingly, you should expect generally to treat distributions we make as dividends.\n\nSubject to certain limitations, the Japanese tax withheld in accordance with the Japan-U.S. Tax Treaty and paid over to Japan will be creditable against your U.S. federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available under Japanese law or the Japan-U.S. Tax Treaty, the amount of tax withheld that is refundable will not be eligible for credit against your U.S. federal income tax liability.\n\nFor foreign tax credit purposes, dividends will generally be income from sources outside the U.S. and will generally be “passive income” for purposes of computing the foreign tax credit allowable to you.\n\nSale or Disposition of Shares or ADRs\n\nSubject to the PFIC rules discussed below, if you sell or otherwise dispose of your shares or ADRs, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. Dollar value of the amount that you realize and your tax basis, determined in U.S. Dollars, in your shares or ADRs. Capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the U.S. for foreign tax credit limitation purposes.\n\nPFIC Rules\n\nWe do not expect our shares and ADRs to be treated as stock of a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. Moreover, the application of the PFIC rules to a corporation, such as Nomura, that is primarily engaged in an active business as a securities dealer is not entirely clear.\n\nIn general, if you are a U.S. holder, we will be a PFIC with respect to you if for any taxable year in which you held our ADRs or shares:\n\n \n\n \n•\n \n\nat least 75% of our gross income for the taxable year is passive income, or\n\n \n\n \n•\n \n\nat least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income.\n\nPassive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.\n\nIf we are treated as a PFIC, and you did not make a mark-to-market election, as described below, you will be subject to special rules with respect to:\n\n \n\n \n•\n \n\nany gain you realize on the sale or other disposition of your shares or ADRs, and\n\n \n\n151\n\n##### Table of Contents\n\n \n•\n \n\nany excess distribution that we make to you (generally, any distributions to you during a single taxable year, other than distributions in the first taxable year that you hold the shares or ADRs, year that are greater than 125% of the average annual distributions received by you in respect of the shares or ADRs during the three preceding taxable years or, if shorter, your holding period for the shares or ADRs that preceded the taxable year in which you receive the distribution).\n\nUnder these rules:\n\n \n\n \n•\n \n\nthe gain or excess distribution will be allocated ratably over your holding period for the shares or ADRs,\n\n \n\n \n•\n \n\nthe amount allocated to the taxable year in which you realized the gain or excess distribution, or to prior years before the first year in which we were a PFIC with respect to you, will be taxed as ordinary income,\n\n \n\n \n•\n \n\nthe amount allocated to each other previous year will be taxed at the highest tax rate in effect for that year, and\n\n \n\n \n•\n \n\nthe interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.\n\nSpecial rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.\n\nIf you own shares or ADRs in a PFIC that are regularly traded on a qualified exchange, they will be treated as marketable stock, and you may elect to mark your shares or ADRs to market. If you make this election, you will not be subject to the PFIC rules described above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your shares or ADRs at the end of the taxable year over your adjusted basis in your shares or ADRs. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your shares or ADRs over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Your basis in the shares or ADRs will be adjusted to reflect any such income or loss amounts.\n\nYour shares or ADRs will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares or ADRs, even if we are not currently a PFIC. For purposes of this rule, if you make a mark-to-market election with respect to your shares or ADRs, you will be treated as having a new holding period in your shares or ADRs beginning on the first day of the first taxable year beginning after the last taxable year for which the mark-to-market election applies.\n\nIn addition, notwithstanding any election you make with regard to the shares or ADRs, dividends that you receive from us will not constitute qualified dividend income to you if we are a PFIC (or treated as a PFIC with respect to you) either in the taxable year of the distribution or the preceding taxable year. Dividends that you receive that do not constitute qualified dividend income are not eligible for taxation at the preferential rates applicable to qualified dividend income. Instead, you must include the gross amount of any such dividend paid by us out of our accumulated earnings and profits (as determined for U.S. federal income tax purposes) in your gross income, and it will be subject to tax at rates applicable to ordinary income.\n\nIf you own shares or ADRs during any year that we are a PFIC with respect to you, you may be required to file Internal Revenue Service Form 8621.\n\nJapanese Taxation\n\nThe following is a summary of the principal Japanese tax consequences to owners of shares of the Company who are non-resident individuals or non-Japanese corporations (“non-resident shareholders”) without a\n\n \n\n152\n\n##### Table of Contents\n\npermanent establishment in Japan to which the relevant income is attributable. As tax laws are frequently revised, the tax treatments described in this summary are also subject to changes in the applicable Japanese laws and/or double taxation conventions occurring in the future, if any. This summary is not exhaustive of all possible tax considerations which may apply to specific investors under particular circumstances. Potential investors should, by consulting with their own tax advisers, satisfy themselves as to\n\n \n\n \n•\n \n\nthe overall tax consequences of the acquisition, ownership and disposition of shares or ADRs, including specifically the tax consequences under Japanese law,\n\n \n\n \n•\n \n\nthe laws of the jurisdiction of which they are resident, and\n\n \n\n \n•\n \n\nany tax treaty between Japan and their country of residence.\n\nGenerally, a non-resident shareholder is subject to Japanese withholding tax on dividends on the shares paid by the Company. A stock split is not subject to Japanese income or corporation tax, as it is characterized merely as an increase in the number of shares (as opposed to an increase in the value of shares) from the Japanese tax perspective. Conversion of retained earnings or legal reserve (but other than additional paid-in capital, in general) into stated capital on a non-consolidated basis is not characterized as a deemed dividend for Japanese tax purposes, and therefore such a conversion does not trigger Japanese withholding taxation (Article 2(xvi) of the Japanese Corporation Tax Law and Article 8(1)(xiii) of the Japanese Corporation Tax Act Enforcement Order).\n\nUnless an applicable tax treaty, convention or agreement reducing the maximum rate of withholding tax applies, the rate of Japanese withholding tax applicable to dividends on listed shares such as those paid by the Company to non-resident shareholders is currently 15%, except for dividends paid to any individual shareholder who holds 3% or more of the issued shares for which the applicable rate is 20% (please refer to Article 170 and Article 213(1)(i) of the Japanese Income Tax Act and Article 9-3(1)(i) of the Japanese Act on Special Measures Concerning Taxation).\n\nOn December 2, 2011, the “Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction following the Great East Japan Earthquake” (Act No. 117 of 2011) was promulgated and special surtax measures on income tax were introduced to fund the restoration effort from the earthquake. Payers of income tax and withholding tax will need to pay a surtax (the “Reconstruction Special Income Tax”), calculated by multiplying the base income tax by 2.1% starting from January 1, 2013. As a result of the fractional tax rate increase, 15.315% is the applicable rate. If a non-resident taxpayer is a resident of a country that Japan has a tax treaty with, as described below, such non-residents will not be subject to the surtax to the extent that the applicable rate agreed in the tax treaty is lower than the aggregate domestic rate. In addition, following the amendment to the “Special Measures Act on Ensuring Necessary Financial Source for the Fundamental Reinforcement of Japan’s Defense Capabilities” (Act No. 69 of 2023) effective April 1, 2026, a special defense surtax has been newly established. Accordingly, from January 1, 2027, taxpayers will be required to pay the special defense surtax, which is an amount equivalent to 1.0% of the base income tax amount. In conjunction therewith, the tax rate for the Reconstruction Special Income Tax will be reduced from 2.1% to 1.1% effective January 1, 2027, and the end of the applicable taxation period will be extended from 2037 to 2047.\n\nJapan has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate is reduced, generally to 15% for portfolio investors, with, among others, Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, and Singapore. Under the Japan-U.S. Tax Treaty, the withholding tax rate on dividends is 10% for portfolio investors, provided that they do not have a permanent establishment in Japan, or if there is a permanent establishment, the shares with respect to which such dividends are paid are not effectively connected with such permanent establishment, and that they are qualified U.S. residents eligible to enjoy treaty benefits. It should be noted that, under the Japan-U.S. Tax Treaty, withholding tax on dividends to be paid is exempt from Japanese taxation by way of withholding or otherwise for pension funds that are qualified U.S. residents eligible to enjoy treaty benefits unless such dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds (please refer to Article 10(3)(b) of the\n\n \n\n153\n\n##### Table of Contents\n\nJapan-U.S. Tax Treaty). In addition to the Japan-U.S. Tax Treaty, Japan currently has income tax treaties with, among others, the U.K., France, Australia, the Netherlands, Switzerland, Sweden and Belgium whereby the withholding tax rate on dividends is also reduced from 15% to 10% for portfolio investors.\n\nNon-resident shareholders who are entitled to a reduced treaty rate of Japanese withholding tax on payment of dividends on the shares by the Company are required to submit the “Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends” or the “Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends with respect to Foreign Depositary Receipt”, as the case may be, in advance through the Company, which is the case for ADR holders, or in cases where the relevant withholding taxpayer for the dividend payment is not the Company but a financial institution in Japan, through the financial institution, to the relevant tax authority before payment of dividends. Non-resident shareholders who receive dividends through a financial institution may select a simplified procedure with respect to dividends payable on or after January 1, 2014. Under such procedure, non-resident shareholders who submit the “Special Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends of Listed Stocks” to the relevant tax authority through a financial institution are deemed to have submitted the “Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends” mentioned above with respect to any dividend which will be paid by the Company to non-resident shareholders through the financial institution thereafter, provided that such non-resident shareholders shall notify the financial institution of certain information regarding the dividends before the payment of such dividends. Non-resident shareholders who do not submit an application in advance will be entitled to claim the refund of withholding taxes withheld in excess of the rate of an applicable tax treaty from the relevant Japanese tax authority. For Japanese tax purposes, the treaty rate normally applies superseding the tax rate under the domestic law. However, due to the so-called “preservation doctrine” under Article 3-2 of the Special Measures Law for the Income Tax Law, Corporation Tax Law and Local Taxes Law with respect to the Implementation of Tax Treaties, if the tax rate under the domestic tax law is lower than that promulgated under the applicable income tax treaty, then the domestic tax rate is still applicable. Consequently, if the domestic tax rate still applies, no treaty application is required to be filed.\n\nGains derived from the sale of shares outside Japan by a non-resident shareholder without a permanent establishment in Japan as a portfolio investor, are, in general, not subject to Japanese income or corporation taxes.\n\nJapanese inheritance and gift taxes at progressive rates may be payable by an individual who has acquired shares as a legatee, heir or donee, even if the individual is not a Japanese resident.\n\nYou should consult your own tax advisers regarding the Japanese tax consequences of the acquisition, ownership and disposition of the shares and ADRs in your particular circumstances.\n\nF. Dividends and Paying Agents.\n\nNot applicable.\n\nG. Statement by Experts.\n\nNot applicable.\n\nH. Documents on Display.\n\nThe Company is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, the Company will file with the Securities and Exchange Commission annual reports on Form 20-F within four months of the Company’s fiscal year-end and other reports and information on Form 6-K.\n\n \n\n154\n\n##### Table of Contents\n\nYou can access the documents filed via the Electronic Data Gathering, Analysis, and Retrieval system on the SEC’s website (https://www.sec.gov).\n\nI. Subsidiary Information.\n\nNot applicable.\n\nJ. Annual Report to Security Holders\n\nIf we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual."}