Global Medium Term Note Programme Japan
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SUPPLEMENTARY OFFERING CIRCULAR DATED 13 JANUARY 2021 (incorporated with limited liability under the laws of Japan) Global Medium Term Note Programme in the case of Notes specified to be guaranteed Notes in the relevant Final Terms, unconditionally and irrevocably guaranteed as to payment of principal and interest by Japan This Supplement (the "Supplement") is supplemental to, forms part of and must be read and construed in conjunction with, the offering circular dated 7 August 2020 (the "Offering Circular") and is prepared by Development Bank of Japan Inc. ("DBJ") in connection with its Global Medium Term Note Programme (the "Programme") for the issuance of Medium Term Notes ("Notes"). Terms given a defined meaning in the Offering Circular shall, unless the context otherwise requires, have the same meaning when used in this Supplement. This Supplement is issued in order to (i) incorporate by reference into the Offering Circular DBJ's unaudited interim consolidated financial statements for the six months ended 30 September 2020, and (ii) update certain information with regard to Japan ("Guarantor"). This Supplement has been approved as a supplement issued in compliance with Part 2 of the rules and regulations of the Luxembourg Stock Exchange 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 for the purposes of giving information with regard to the issue of Notes under the Programme. DBJ accepts responsibility for the information contained in this Supplement and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (b) any other statement in, or incorporated by reference into, the Offering Circular, the statements in (a) above will prevail. Save as disclosed in this Supplement, no significant new fact, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes issued under the Programme has arisen or been noted, as the case may be, since publication of the Offering Circular. - 1 - Document Incorporated by Reference A copy of DBJ's unaudited interim consolidated financial statements for the six months ended 30 September 2020 (the "Document") has been filed with the Luxembourg Stock Exchange and, by virtue of this Supplement, the Document is incorporated in, and forms part of, the Offering Circular. Copies of the Document incorporated by reference in the Offering Circular by virtue of this Supplement may be inspected, free of charge, at the website of the Luxembourg Stock Exchange at www.bourse.lu, and may be obtained, free of charge, at the registered office of DBJ and the office of the Fiscal Agent. Information contained in or accessible from the website in this paragraph that is not incorporated by reference in this Supplement as set out above does not form part of and is not incorporated by reference into this Supplement. For the avoidance of doubt, the exclusion from this Supplement of information contained in or accessible from the website referred to above does not apply to the Document being incorporated by reference. Updates on Japan The following information updates information in Japan’s annual report on Form 18-K for the year ended 31 March 2020. References herein to Japanese fiscal years ("JFYs") are to 12-month periods commencing in each case on 1 April of the year indicated and ending on 31 March of the following year. References to years not specified as being JFYs are to calendar years. Recent Public Health Developments In December 2019, the emergence of COVID-19 was reported in Wuhan, Hubei Province, China and COVID- 19 has subsequently spread throughout the world, including in Japan. On 30 January 2020, the World Health Organization declared COVID-19 a public health emergency of international concern and, on 11 March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak is currently having an adverse impact on the global economy, the severity and duration of which is difficult to predict. In Japan, the central and local governments continue to impose a number of measures aimed at controlling the spread of COVID-19, including travel restrictions, health and safety guidelines for businesses deemed particularly susceptible to infections and social distancing measures. The significant disruption in economic activity as a result of the COVID-19 outbreak and the measures taken in response to the outbreak have had a significant negative impact on overall economic conditions in Japan. According to the Monthly Economic Report published by the Cabinet Office of Japan for October 2020 published on 23 October 2020, although there are signs that the declining trend in economic conditions in Japan is starting to ease (such as an increase in private consumption and signs of improving exports and industrial production), economic conditions in Japan continue to be weak as a result of the COVID-19 outbreak, including weak corporate profits and negative business investment and employment conditions. The duration and extent of the economic impact of COVID- 19 remain highly uncertain. Political Parties The following tables set forth the membership by political party of the House of Representatives as of 5 November 2020 and the House of Councillors as of 8 November 2020. House of Representatives Liberal Democratic Party 283 The Constitutional Democratic Party of Japan, The Party of Hope, The Reviewing Group on Social 113 Security Policy, and the Independent Komeito 29 Japanese Communist Party 12 Nippon Ishin (Japan Innovation Party) 11 Democratic Party For the People 10 Independents 7 Vacancies 0 Total 465 Source: House of Representatives. - 2 - House of Councillors Liberal Democratic Party and Voice of The People 114 The Constitutional Democratic Party of Japan and Social Democratic Party 44 Komeito 28 Nippon Ishin (Japan Innovation Party) 16 Democratic Party For the People and The Shin-Ryokufukai 15 Japanese Communist Party 13 Okinawa Whirlwind 2 REIWA SHINSENGUMI 2 Hekisuikai 2 Your Party 2 Independents 7 Vacancies 0 Total 245 Source: House of Councillors. Leadership Japan’s current Prime Minister is SUGA Yoshihide, a member of the Liberal Democratic Party of Japan and member of the House of Representatives in the Diet. SUGA Yoshihide was elected as Japan’s 99th Prime Minister on 14 September 2020, succeeding the former Prime Minister ABE Shinzo. COVID-19 In December 2019, the emergence of COVID-19 was reported in Wuhan, Hubei Province, China and COVID- 19 has subsequently spread throughout the world, including in Japan. On 30 January 2020, the World Health Organization declared COVID-19 a public health emergency of international concern and, on 11 March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak is currently having an adverse impact on the global economy, the severity and duration of which is difficult to predict. In order to slow the spread of COVID-19, the Japanese central and local governments have implemented a number of measures, including the state of emergency covering all prefectures in Japan announced on 16 April 2020, which was lifted partially on 14 May 2020 and in full on 31 May 2020. During such state of emergency, individuals were strongly advised to refrain from leaving their homes for non-essential activities and certain businesses were advised to close or restrict their operations. Although the state of emergency was scaled down starting on 14 May 2020 and was lifted for all prefectures on 25 May 2020, the central government adopted a framework to reopen the economy slowly over a transition period running from 25 May 2020 through 31 July 2020. However, a further state of emergency covering the Metropolis of Tokyo and Kanagawa, Chiba and Saitama prefectures, was announced on 8 January 2021. Across Japan, during the transition period, which may be further extended, as necessary, the central government will actively monitor the situation and reevaluate what restrictions it deems necessary on a regular basis and economic activities will continue to be subject to different degrees of restrictions based on their COVID-19 risk profile and citizens are being encouraged to change their activities, by adhering to social distancing guidelines and otherwise, in ways that could discourage normal economic activity. In addition, the central and local governments are prepared to impose new restrictions on economic activities, and further or broader state of emergency declarations may be issued depending on the spread of COVID-19. Furthermore, international travel restrictions previously instituted by the Japanese government remained in place despite the 16 April 2020 to 14 May 2020 national state of emergency being lifted. Taking effect from 27 May 2020, shortly after such state of emergency was lifted, the Japanese government added 11 countries to the list of countries and regions subject to travel restrictions, bringing the total to 111 countries/regions as of that date. Citizens of such countries and regions generally remain prohibited from entering Japan under the current travel restrictions, which has had a severe impact on both business travel and inbound international tourism, an important and formerly growing sector of the Japanese economy. Though the Japanese government and the Bank of Japan have also announced and implemented a number of fiscal, monetary and economic measures aimed at mitigating the resulting economic impact, the significant disruption in economic activity as a result of the COVID-19 outbreak and the measures taken in response to the outbreak are expected to have a significant negative impact on overall economic conditions in Japan.