ORXCF Orix Corp (PK)

 

As filed with the Securities and Exchange Commission on January 10, 2025

Registration No. 333-09384

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

 

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 ______________

 

ORIX KABUSHIKI KAISHA

(Exact name of issuer of deposited securities as specified in its charter)

 ______________

 

ORIX CORPORATION

(Translation of issuer’s name into English)

 ______________ 

 

JAPAN

(Jurisdiction of incorporation or organization of issuer)

 __________________________________

 

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 ______________

 

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

______________

 

ORIX Corporation USA

Ryan Farha

2001 Ross Avenue, Suite 1900
Dallas, TX 75201

+1-214-237-2000

(Address, including zip code, and telephone number, including area code, of agent for service)

 __________________________________

 

Copies to:

Jon Gray Christopher Kodama Davis Polk & Wardwell LLP Izumi Garden Tower 33F 1-6-1 Roppongi, Minato-Ku Tokyo, 106-6033 Japan +81-3-5574-2600

Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2000

 __________________________________

 

It is proposed that this filing become effective under Rule 466:	☐ immediately upon filing.
	☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

 __________________________________

 

The Registrant hereby amends this Post-Effective Amendment No. 2 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 2 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 2 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

This Post-Effective Amendment No. 2 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1.

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office			Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities			Face of Receipt  - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt  - Introductory Article
	(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt  - Paragraphs (c) and (d).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (a).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt  - Paragraph (m); Reverse of Receipt - Paragraph (c).
	(v)	The sale or exercise of rights		Reverse of Receipt – Paragraphs (a) and (c).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (c) and (f); Reverse of Receipt - Paragraphs (a) and (e).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (i) and (j) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (m).

 

 

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt - Paragraphs (b), (c), (d), (f), (g), (i) and (j).
	(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (g); Reverse of Receipt - Paragraphs (f) and (g).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs			Face of Receipt - Paragraph (j).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (m).

 

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

 

 

PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 and is incorporated herein by reference.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.

EXHIBITS

 

(a)(i)

Form of Amendment No. 1 to Deposit Agreement, by and among ORIX Corporation (the “Company”), Citibank, N.A. as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued under the Deposit Agreement (as hereafter defined). – Filed herewith as Exhibit (a)(i).

 

(a)(ii)

Letter Agreement, dated as of October 29, 2007 between the Company and the Depositary. – Previously filed as Exhibit (a)(ii) to the Post-Effective Amendment No. 1 to the Registration Statement on Form F-6, Reg. No. 333-09384, filed on July 2, 2009, and incorporated herein by reference.

 

(a)(iii)

Deposit Agreement, dated as of September 16, 1998, by and among the Company, the Depositary and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement”). – Previously filed as Exhibit (a)(i) to the Post-Effective Amendment No. 1 to the Registration Statement on Form F-6, Reg. No. 333-09384, filed on July 2, 2009, and incorporated herein by reference.

 

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby – None.

  

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – None.

 

(d)

Opinion of counsel for the Depositary as to the legality of the securities to be registered. – Previously filed.

 

(e)

Certificate under Rule 466. – None.

 

(f)

Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.

 

 

Item 4.

UNDERTAKINGS

 

(a)

The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)

If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among ORIX Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, as amended, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 10th day of January 2025.

 

	Legal entity created by the Deposit Agreement under which American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one share of common stock of ORIX Corporation.
	CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/ Leslie DeLuca
		Name: Leslie DeLuca
		Title:   Attorney-in-Fact

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, ORIX Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Tokyo, Japan on January 10, 2025.

  

	ORIX CORPORATION
	By:	/s/ Yasuaki Mikami
		Name:	Yasuaki Mikami
		Title:	Member of the Board of Directors,Senior Managing Executive Officer, Responsible for Corporate Function Unit,Responsible for Work Style Reform Project

 

  

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby appoints Yasuaki Mikami, Member of the Board of Directors, Senior Managing Executive Officer, Responsible for Corporate Function Unit, Responsible for Work Style Reform Project, as such person’s true and lawful attorney-in-fact and agent with full power to sign, for such person and in such person’s name and capacity indicated below, this Post-Effective Amendment No. 2 to Registration Statement and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, and generally do all things in their names in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on January 10, 2025.

 

Signature		Title
/s/ Makoto Inoue		Member of the Board of Directors,
Makoto Inoue		Representative Executive Officer,
		Chairman and Chief Executive Officer
		(Principal executive officer)
/s/ Hidetake Takahashi		Member of the Board of Directors,
Hidetake Takahashi		Representative Executive Officer,
		President and Chief Operating Officer,
		Responsible for Group Strategy Business Unit
/s/ Satoru Matsuzaki		Member of the Board of Directors,
Satoru Matsuzaki		Deputy President Managing Executive Officer,
		Head of Corporate Business Headquarters,
		Chairman, ORIX Auto Corporation,
		Chairman, ORIX Rentec Corporation
/s/ Stan Koyanagi		Member of the Board of Directors,
Stan Koyanagi		Senior Managing Executive Officer,
		Global General Counsel,
		Responsible for Legal Function Unit

 

 

/s/ Yasuaki Mikami		Member of the Board of Directors,
Yasuaki Mikami		Senior Managing Executive Officer,
		Responsible for Corporate Function Unit,
		Responsible for Work Style Reform Project
		(Principal financial officer and principal accounting officer)
/s/ Michael Cusumano		Member of the Board of Directors (Outside Director)
Michael Cusumano
/s/ Sakie Akiyama		Member of the Board of Directors (Outside Director)
Sakie Akiyama
/s/ Hiroshi Watanabe		Member of the Board of Directors (Outside Director)
Hiroshi Watanabe
/s/ Aiko Sekine		Member of the Board of Directors (Outside Director)
Aiko Sekine
/s/ Chikatomo Hodo		Member of the Board of Directors (Outside Director)
Chikatomo Hodo
/s/ Noriyuki Yanagawa		Member of the Board of Directors (Outside Director)
Noriyuki Yanagawa

 

  

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ORIX Corporation has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in New York, New York on January 10, 2025. 

 

ORIX CORPORATION USA
By:	/s/ Yoshiteru Suzuki
	Name:	Yoshiteru Suzuki
	Title:	President & Chief Executive Officer ORIX Corporation USA

 

 

Index to Exhibits

 

Exhibit	Document	Sequentially Numbered Page
(a)(i)	Form of Amendment No. 1 to Deposit Agreement

 

 

 

 

Exhibit (a)(i) 

 

 

ORIX CORPORATION

 

and

 

CITIBANK, N.A.,

 

as Depositary,

 

and

 

THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES

OUTSTANDING UNDER THE TERMS OF
DEPOSIT AGREEMENT, DATED AS OF SEPTEMBER 16, 1998 

_____________________________________________

 

Amendment No. 1

to

Deposit Agreement

 _____________________________________________

 

Dated as of [l] [l], 2025

 

 

Table of Contents

 

Page

 

ARTICLE I DEFINITIONS		2
	Section 1.1 Definitions	2
	Section 1.2 Effective Date	2
ARTICLE II AMENDMENTS TO DEPOSIT AGREEMENT		2
	Section 2.1 Deposit Agreement	2
	Section 2.2 Amendments Binding on all Holders and Beneficial Owners	2
	Section 2.3 Change of ADS Ratio	3
	Section 2.4 Change of Fees and Charges of the Depositary	3
	Section 2.5 Updated Fee Schedule	3
	Section 2.6 Elimination of Pre-Release Transactions	4
ARTICLE III AMENDMENTS TO THE FORM OF ADR		4
	Section 3.1 ADR Amendments	4
	Section 3.2 Change of Ratio	6
ARTICLE IV REPRESENTATIONS AND WARRANTIES		7
	Section 4.1 Representations and Warranties	7
ARTICLE V MISCELLANEOUS		8
	Section 5.1 New ADRs	8
	Section 5.2 Notice of Amendment to Holders of ADSs	8
	Section 5.3 Indemnification	8
	Section 5.4 Ratification	9
	Section 5.5 Governing Law	9
	Section 5.6 Counterparts	9
EXHIBIT A
FORM OF ADR		A-1
EXHIBIT B
FEE SCHEDULE		B-1
EXHIBIT C
NOTICE TO HOLDERS		C-1

 

 

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT

 

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of [●] [●], 2025 (“Amendment No. 1”), by and among ORIX Corporation, a joint stock company (Kabushiki Kaisha) organized under the laws of Japan (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued pursuant to, and outstanding as of the date hereof under, the Deposit Agreement (as hereinafter defined).

 

WITNESSETH THAT:

 

WHEREAS, the Company and the Depositary entered into that certain Deposit Agreement, dated as of September 16, 1998 (the “Deposit Agreement”), for the creation of ADSs (as defined in the Deposit Agreement) representing the Shares (as defined in the Deposit Agreement) deposited thereunder and for the execution and delivery of American Depositary Receipts (“ADRs”) in respect of the ADSs; and

 

WHEREAS, the Company and the Depositary desire to (a) change the ADS-to-Share ratio from (i) the existing ratio of one (1) ADS to five (5) Shares to (ii) a new ratio of one (1) ADS to one (1) Share, (b) update the Fee Schedule, (c) eliminate the Depositary’s ability to conduct Pre-Release Transactions, (d) amend the Deposit Agreement, the ADRs currently outstanding, the form of ADR annexed as Exhibit A to the Deposit Agreement, and the Fee Schedule annexed to the Deposit Agreement as Exhibit B, in each case pursuant to Section 6.1 of the Deposit Agreement, to reflect such changes, and (e) give notice thereof to all Holders (as defined in the Deposit Agreement) of ADSs.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement, the ADRs currently outstanding, and the form of ADR annexed as Exhibit A to the Deposit Agreement, and the Fee Schedule annexed to the Deposit Agreement as Exhibit B as follows:

 

 

Article I

 

DEFINITIONS

 

Section 1.1 Definitions. Unless otherwise specified in this Amendment No. 1, all capitalized terms used, but not defined, herein shall have the meanings ascribed to such terms in the Deposit Agreement.

 

Section 1.2 Effective Date. The term “Effective Date” shall mean the date set forth above and as of which this Amendment No. 1 shall become effective.

 

Article II

 

AMENDMENTS TO DEPOSIT AGREEMENT

 

Section 2.1 Deposit Agreement. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of the Effective Date, refer to the Deposit Agreement, dated as of September 16, 1998, as amended by this Amendment No. 1, and as further amended and supplemented after the Effective Date.

 

Section 2.2 Amendments Binding on all Holders and Beneficial Owners. The amendments to the Deposit Agreement, the ADRs currently outstanding, the form of ADR annexed as Exhibit A to the Deposit Agreement, and the Fee Schedule annexed to the Deposit Agreement as Exhibit B, each as effected by this Amendment No. 1, shall be binding as of and after the Effective Date on all Holders and Beneficial Owners of ADSs issued and outstanding as of the Effective Date and on all Holders and Beneficial Owners of ADSs issued after the Effective Date, except that any amendment effected by this Amendment No. 1 that imposes or increases any fees or charges (other than the charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which otherwise materially prejudices any substantial existing right of Holders or Beneficial Owners, will not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment has been given to the Holders of outstanding ADSs.

 

 

Section 2.3 Change of ADS Ratio. All references made in the Deposit Agreement to each American Depositary Share representing five (5) Shares shall, as of the Effective Date, refer to each American Depositary Share representing one (1) Share.

 

Section 2.4 Change of Fees and Charges of the Depositary.

 

(a)  From and after the Effective Date, Section 1.16 of the Deposit Agreement is hereby amended by deleting such section as of the Effective Date and replacing such section with the following in its stead:

 

“Section 1.16 “DTC Participant” shall mean any financial institution (or any nominee of such institution) having one or more participant accounts with DTC for receiving, holding and delivering the securities and cash held in DTC. A DTC Participant may or may not be a Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect of which the DTC Participant is so acting. A DTC Participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall (notwithstanding any explicit or implicit disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the Deposit Agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the Holder of such ADSs.”

 

Section 2.5 Updated Fee Schedule. Exhibit B of the Deposit Agreement is hereby amended by deleting such Exhibit B in its entirety as of the Effective Date and replacing such Exhibit B in its entirety with the Fee Schedule attached as Exhibit B to this Amendment No. 1.

 

 

Section 2.6 Elimination of Pre-Release Transactions. (a)Section 1.4 of the Deposit Agreement is hereby amended by deleting such section as of the Effective Date and replacing such section with the following in its stead: “Section 1.4 Reserved.”

 

(b)  Section 1.13 of the Deposit Agreement is hereby amended by deleting the last sentence as of the Effective Date.

 

(c)  Section 1.21 of the Deposit Agreement is hereby amended by deleting such section as of the Effective Date and replacing such section with the following in its stead:

 

“Section 1.21 Reserved.”

 

(d)  Section 2.5 of the Deposit Agreement is hereby amended by deleting the last sentence of such section as of the Effective Date.

 

(e)  Section 3.2 of the Deposit Agreement is hereby amended by deleting clause (b) and renumbering clause (c) to (b).

 

(f)  Section 5.10 of the Deposit Agreement is hereby amended by deleting such section as of the Effective Date and replacing such section with the following in its stead:

 

“Section 5.10 Certain Rights of the Depositary. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.”

 

Article III

 

AMENDMENTS TO THE FORM OF ADR

 

Section 3.1 ADR Amendments.

 

(a)  The phrase in the top, right-hand corner of the Form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such phrase in its entirety and inserting the following in its stead:

 

“American Depositary Shares (each American Depositary Share representing the right to receive one (1) common share)”

 

 

(b)  The second sentence of the introductory paragraph of the Form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead:

 

“As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. – Tokyo Branch (the “Custodian”).”

 

(c)  The first sentence of paragraph (a) of the face of the receipt on the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead:

 

“This American Depositary Receipt is one of an issue of American Depositary Receipts ("Receipts"), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of September 16, 1998, as amended and supplemented by the 2007 Letter Agreement, dated as of October 29, 2007, and by the Amendment No. 1 to Deposit Agreement, dated as of [●], 2025 (as amended from time to time, the "Deposit Agreement"), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and becomes bound by all the terms and conditions thereof.”

 

(d)  Clause (b) of paragraph (g) of the face of the receipt on the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such clause and renumbering clause (c) as (b).

 

 

(e)  Paragraph (j) of the face of the receipt on the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting the first Clauses (i) – (iv) and inserting the following in its stead:

 

“ (i) by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of $5.00 per 100 ADSs (or portion thereof) so issued under the terms of the Deposit Agreement (excluding issuances pursuant to paragraph (iv) below);

 

(ii)  by any person for whom ADSs are being cancelled (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of $5.00 per 100 ADSs (or portion thereof) so cancelled;

 

(iii)  to any Holder of ADSs, a fee not in excess of $5.00 per 100 ADSs (or portion thereof) held for the distribution of cash dividends or other cash distributions (e.g. upon the sale of rights and other entitlements);

 

(iv)  to any holder of ADSs, a fee not in the excess of $5.00 per 100 ADSs (or portion thereof) held upon an exercise of rights to purchase additional ADSs.”

 

(f)  Paragraph (l) of the reverse of the receipt on the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such paragraph in its entirety and inserting the following in its stead:

 

“(l) Certain Rights of the Depositary. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class securities of the Company and its Affiliates and in ADSs.”

 

Section 3.2 Change of Ratio. All other references to the ADS-to-Share ratio made in the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs outstanding, as of the Effective Date, under the terms of the Deposit Agreement shall, as of the Effective Date, refer to the ADS-to-Share ratio of “One (1) ADS to one (1) Share.”

 

 

Article IV

 

REPRESENTATIONS AND WARRANTIES

 

Section 4.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Depositary and the Holders and Beneficial Owners, that:

 

(a)  This Amendment No. 1, when executed and delivered by the Company, and the Deposit Agreement and all other documentation executed and delivered by the Company in connection therewith, will be and have been, respectively, duly and validly authorized, executed, and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

 

(b)  In order to ensure the legality, validity, enforceability, or admissibility into evidence of this Amendment No. 1 or the Deposit Agreement as amended hereby, or any other document furnished hereunder or thereunder, none of such agreements need to be filed or recorded with any court or other authority in the Japan, nor does any stamp or similar tax need be paid in Japan on or in respect of such agreements, provided that stamp duty may be payable if this Amendment No. 1 or the Deposit Agreement are brought to or executed in Japan; and

 

(c)  All of the information provided to the Depositary by the Company in connection with this Amendment No. 1 is true, accurate, and correct.

 

 

Article V

 

MISCELLANEOUS

 

Section 5.1 New ADRs. From and after the Effective Date, the Depositary shall arrange to have new ADRs printed to reflect the changes to the form of ADR effected by this Amendment No. 1. All ADRs issued hereunder after the Effective Date, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination, or split up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. ADRs issued prior or subsequent to the date hereof, which do not reflect the changes to the form of ADR effected hereby, may be returned to the Depositary for exchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing.

 

Section 5.2 Notice of Amendment to Holders of ADSs. The Depositary is hereby directed to send a notice informing the Holders of ADSs, inter alia, (i) of the terms of this Amendment No. 1, (ii) of the Effective Date of this Amendment No. 1, (iii) that the Holder of ADRs, if any, must surrender their ADRs in exchange for new ADRs reflecting the changes effected by this Amendment No. 1, as provided in Section 5.1 hereof, and (iv) that copies of this Amendment No. 1 may be retrieved from the Commission’s website at https://www.sec.gov and may be obtained from the Depositary and the Company upon request. The notice to Holders of ADSs shall be substantially in the form of Exhibit C attached hereto.

 

Section 5.3 Indemnification. The Company agrees to indemnify and hold harmless the Depositary, the Custodian (as defined in the Deposit Agreement) (and any and all of their directors, employees, and officers) for any and all liability it or they may incur as a result of the terms of this Amendment No. 1 and the transactions contemplated herein.

 

 

Section 5.4 Ratification. Except as expressly amended hereby, the terms, covenants, and conditions of the Deposit Agreement as originally executed shall remain in full force and effect.

 

Section 5.5 Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 5.6 Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall be deemed an original, and all such counterparts together shall constitute one and the same agreement.

 

[Signature page on following page]

 

 

IN WITNESS WHEREOF, the Company and the Depositary have caused this Amendment No. 1 to be executed by representatives thereunto duly authorized as of the date set forth above.

 

	ORIX CORPORATION
	By:
		Name:
		Title:
	CITIBANK, N.A., as Depositary
	By:
		Name:
		Title:

 

 

EXHIBIT A

 

American Depositary Shares (each American Depositary Share representing the right to receive one (1) common share)

 

FORM OF FACE OF RECEIPT

 

AMERICAN DEPOSITARY RECEIPT
EVIDENCING
AMERICAN DEPOSITARY SHARES
REPRESENTING
COMMON SHARES PAR VALUE ¥50 PER SHARE
of
ORIX CORPORATION, A JOINT STOCK COMPANY
(KABUSHIKI KAISHA)
ORGANIZED UNDER THE LAWS OF JAPAN

 

CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (herein called the "Depositary"), hereby certifies that ___________ is the owner of _________ American Depositary Shares (hereinafter "ADSs"), representing shares of Common Stock, par value ¥50 per share, including evidence of rights to receive such shares (the "Shares") of ORIX Corporation, a Joint Stock company (Kabushiki Kaisha) organized under the laws of Japan (the "Company"). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. – Tokyo Branch (the “Custodian”). The ratio of Depositary Shares to shares of stock is subject to subsequent amendment as provided in Article IV of the Deposit Agreement. The Depositary's Principal Office is located at 111 Wall Street, New York, New York 10043, U.S.A.

 

 

(a)  The Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts ("Receipts"), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of September 16, 1998, as amended and supplemented by the 2007 Letter Agreement, dated as of October 29, 2007, and by the Amendment No. 1 to Deposit Agreement, dated as of [●], 2025 (as amended from time to time, the "Deposit Agreement"), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and becomes bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time, received in respect of such Shares and held thereunder (such Shares, securities, property and cash are herein called "Deposited Securities"). Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and the Custodian.

 

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and the Articles of Incorporation and Share Handling Regulations of the Company (as in effect on the date of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited Securities. The Depositary has made arrangements for the acceptance of the American Depositary Shares into DTC. Each Beneficial Owner of American Depositary Shares held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such American Depositary Shares. The Receipt evidencing the American Depositary Shares held through DTC will be registered in the name of a nominee of DTC. So long as the American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Receipt registered in the name of DTC (or its nominee) will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).

 

 

(b)  Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Principal Office of the Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees, charges and expenses of the Depositary for the making of withdrawals and cancellation of Receipts (as set forth in Article (10) hereof and in Section 5.9 and Exhibit B of the Deposit Agreement) and (ii) all applicable taxes and governmental charges payable in connection with such surrender and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company's Articles of Incorporation and Share Handling Regulations, Section 7.8 of the Deposit Agreement, Article (24) of this Receipt and any other provisions of or governing the Deposited Securities and other applicable laws, the Holder of such American Depositary Shares shall be entitled to delivery, to him or upon his order, of the Deposited Securities at the time represented by the ADSs so surrendered. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in registered form) or by book-entry delivery of such ADSs to the Depositary.

 

A Receipt surrendered for such purposes shall, if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank (if held in registered form), and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order. Thereupon, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated office of the Custodian, subject to the terms and conditions of the Deposit Agreement, the Articles of Incorporation and Share Handling Regulations of the Company, and the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect, to or upon the written order of the person or persons designated in the order delivered to the Depositary as provided above, the Deposited Securities represented by such ADSs together with any certificate or other proper documents of or relating to title of the Deposited Securities or evidence of the electronic transfer thereof (if available), as the case may be, to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipts, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

 

 

The Depositary shall not accept for surrender a Receipt or Receipts evidencing ADSs representing less than one Share. The Depositary may, in its discretion, refuse to accept for surrender a number of American Depositary Shares representing a number other than a whole number of Shares. In the case of surrender of a Receipt evidencing a number of ADSs representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the Receipt. At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held in respect of, and any certificate or certificates and other proper documents of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

 

(c)  Transfers, Split-Ups and Combinations of Receipts. The Registrar, subject to the terms and conditions of the Deposit Agreement, shall register transfers of Receipts on its books upon surrender at the Principal Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer (including signature guarantees in accordance with standard industry practice) and duly stamped as may be required by the laws of the State of New York and of the United States of America. Subject to the terms and conditions of the Deposit Agreement, including payment of the applicable fees and charges of the Depositary, the Depositary shall execute and, if the Depositary's signature is by facsimile; the Registrar shall manually countersign, a new Receipt or Receipts and the Depositary shall deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of ADSs as those evidenced by the Receipts surrendered. The Depositary, subject to the terms and conditions of the Deposit Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the applicable fees and charges set forth in the Deposit Agreement, execute and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign, and the Depositary shall deliver, a new Receipt or Receipts for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt or Receipts surrendered.

 

 

(d)  Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matters and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of Receipts or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the Deposit Agreement and applicable law.

 

The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (24) hereof. Notwithstanding any provision of the Deposit Agreement or any Receipt to the contrary, the Holders of Receipts are entitled to surrender outstanding ADSs to withdraw the Deposited Securities at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities.

 

(e)  Compliance With Information Requests. Notwithstanding any provision of the Deposit Agreement or this Receipt, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to Japanese law, the rules and requirements of The New York Stock Exchange, and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Articles of Incorporation and Share Handling Regulations of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person interested in such American Depositary Shares and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, at the Company's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

 

 

(f)  Ownership Restrictions. Notwithstanding any provision in the Deposit Agreement the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Incorporation and Share Handling Regulations of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Incorporation and Share Handling Regulations of the Company.

 

(g)  Liability for Taxes and Other Charges. If any tax or other governmental charge shall become payable by the Depositary with respect-to any Receipt or any Deposited Securities or ADSs, such tax, or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (24) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to release from liability each of the Depositary, the Custodian, and any of their agents, officers, employees and Affiliates from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any foreign tax credit obtained for such Holder and/or Beneficial Owner excluding any claims (a) arising from the negligence or bad faith of the Depositary, the Custodian and any of their agents officers, employees and Affiliates (b) arising from the failure of the Depositary, the Custodian and any of their agents, officers, employees and Affiliates to, reasonably provide information, upon the request of a Holder or Beneficial Owner, as may be necessary for such Holder or Beneficial Owner to obtain foreign fax credits with respect to any taxes imposed on the Deposited Securities.

 

(h)  Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do and (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

 

 

(i)  Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the appointed agent of the Company for the registration and transfer of Shares) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations hereunder. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations are made, or such other documentation or information provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval which it or the Registrar receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary or the Registrar shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

 

(j)  Charges of Depositary. The Depositary shall charge the following fees for the services performed under the terms of the Deposit Agreement:

 

(i)  by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of $5.00 per 100 ADSs (or portion thereof) so issued under the terms of the Deposit Agreement (excluding issuances pursuant to paragraph (iv) below);

 

(ii)  by any person for whom ADSs are being cancelled (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of $5.00 per 100 ADSs (or portion thereof) so cancelled;

 

 

(iii)  to any Holder of ADSs, a fee not in excess of $5.00 per 100 ADSs (or portion thereof) held for the distribution of cash dividends or other cash distributions (e.g. upon the sale of rights and other entitlements);

 

(iv)  to any holder of ADSs, a fee not in the excess of $5.00 per 100 ADSs (or portion thereof) held upon an exercise of rights to purchase additional ADSs.

 

In addition, Holders, Beneficial Owners, person depositing Shares for deposit and person surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required to pay the following charges:

 

(i)  taxes (including applicable interest and penalties) and other governmental charges;

 

(ii)  such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

 

(iii)  such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing or withdrawing Shares or Holders and Beneficial Owners of ADSs;

 

(iv)  the expenses and charges incurred by the Depositary in the conversion of foreign currency;

 

(v)  such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and

 

(vi)  the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities.

 

Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by the Company upon agreement between the Depositary and the Company. All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by Article (22) of this Receipt. The Depositary will provide, without charge, a copy of its latest fee schedule to anyone upon request. The charges and expenses of the Custodian are for the sole account of the Depositary.

 

 

(k)  Title to Receipts. Subject to the limitations contained in the Deposit Agreement and herein, title to a Receipt (and to each American Depositary Share evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of the State of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may deem and treat the Holder of a Receipt (that is, the person in whose name a Receipt is registered on the books of the Depositary) as the absolute owner thereof for all purposes, and the Depositary shall have no obligation or be subject to any liability under the Deposit Agreement to any holder of a Receipt or any beneficial owner unless such holder is the registered Holder of such Receipt on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner's representative is the Holder registered on the books of the Depositary.

 

(l)  Validity of Receipt. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt has been executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, however, that such signature may be a facsimile if a Registrar has been appointed and this Receipt has been countersigned by the manual signature of a duly authorized officer of the Registrar.

 

(m)  Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange Act and accordingly files certain information with the Commission. These reports and documents can be inspected and copied at the public reference facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission's New York City office located at Seven World Trade Center, 13th Floor, New York, New York 10048. The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.

 

The Registrar shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the Receipts.

 

 

The Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties under the Deposit Agreement, or at the reasonable written request of the Company subject, in all cases, to Article (24) hereof.

 

Dated:

 

Countersigned			CITIBANK, N.A. as Depositary
By:			By:
	Authorized Officer			Vice President

 

The address of the Principal Office of the Depositary is 111 Wall Street, New York, New York 10043, U.S.A.

 

 

FORM OF REVERSE OF RECEIPT

 

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT

 

(a)  Dividends and Distributions in Cash, Shares, etc. Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights, securities or other entitlements under the Deposit Agreement, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can, in the judgment of the Depositary (upon the terms of the Deposit Agreement), be converted on a practicable basis, into Dollars transferable to the United States, promptly convert or cause to be converted such dividend, distribution or proceeds into Dollars and will distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of Receipts outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

 

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in the Deposit Agreement and either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in aggregate the number of Shares received as such dividend, or free distribution, subject to the terms of the Deposit Agreement, or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby. In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds upon the terms set forth in the Deposit Agreement.

 

 

In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company, in the fulfillment of its obligations under the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) any such taxes and (b) any such fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.

 

Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders and Beneficial Owners of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders and Beneficial Owners of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders and Beneficial Owners of ADSs. The Depositary shall make such elective distribution available to Holders and Beneficial Owners only if (i) the Depositary shall have determined that such distribution is reasonably practicable and (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders and Beneficial Owners, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to enable Holders and Beneficial Owners to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed dividend (X) in cash, the dividend shall be distributed upon the terms described in Section 4.1 of the Deposit Agreement, or (Y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 of the Deposit Agreement. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

 

 

Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) of the Deposit Agreement. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes). The Company shall assist the Depositary to the extent reasonably necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

 

If (i) the Company does not request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem proper. The Company shall assist the Depositary to the extent reasonably necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1 of the Deposit Agreement.

 

 

If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution. Notwithstanding anything to the contrary in Section 4.4 of the Deposit Agreement, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders unless and until a registration statement under the Securities Act covering such offering is in effect. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights or otherwise.

 

Whenever the Company decides to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

 

 

Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

 

If (i) the Company does not request the Depositary to make such distribution to Holders or requests not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall sell or cause such property to be sold in a public or private sale, after consultation with the Company, at such place or places and upon such terms as it may deem proper and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances after consultation with the Company.

 

 

(b)  Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give notice thereof to the Depositary at least 30 days prior to the intended date of redemption which notice shall set forth the particulars of the proposed redemption. Upon receipt of such (i) notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7 of the Deposit Agreement, and only if the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall mail to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company's notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the per share amount received by the Depositary upon the redemption of the Deposited Securities represented by American Depositary Shares (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.

 

(c)  Fixing of Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of or solicitation of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall, after consultation with the Company, fix the ADS Record Date for the determination of the Holders of Receipts who shall be entitled to receive such dividend, distribution, give instructions for the exercise of voting rights at any such meeting, or to give or withhold such consent, or to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each American Depositary Share. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as possible to the applicable record date for the Deposited Securities (if any). Subject to applicable law and the provisions of Section 4.1 through 4.8 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement, only the Holders of Receipts at the close of business on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

 

 

(d)  Voting of Deposited Securities. Upon receipt by the Depositary from the Company of an English translation of (i) the Company Notice and (ii) the Japanese Voting Card, the Depositary shall, as soon as practicable thereafter, but only upon the timely receipt of such materials in each case, mail to each Holder of a Receipt as of the ADS Record Date established for such purpose (a) a copy of the Company Notice together with the Japanese Voting Card, (b) the Voting Instructions Card and (c) a Depositary's Notice of the Shareholders' Meeting stating, inter alia, that the Holders of Receipts as of the ADS Record Date established for such purpose will be entitled, subject to any applicable provisions of law and of the Articles of Incorporation and Share Handling Regulations of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares or other Deposited Securities represented by their American Depositary Shares, and describing the manner in which such instructions may be given to the Depositary, including an express indication that in the absence of any instructions from the Holder of a Receipt, such Holder shall be deemed to have authorized and instructed the Depositary to allow the Shares or other Deposited Securities represented by such Receipt to be voted in the manner unvoted Shares are contemplated to be voted in the Japanese Voting Card. The Company undertakes to deliver to the Depositary the English translations of the Company Notice and the Japanese Voting Card on a timely basis. The Company agrees that, notwithstanding anything else contained in the Deposit Agreement, it shall not knowingly allow any Shares held under the terms of the Deposit Agreement to be voted without specific instructions of a Holder if the Company shall not have provided the Company Notice together with the Japanese Voting Card to the Depositary for distribution to Holders on a timely basis. Upon the timely delivery to the Depositary by a Holder of a Receipt of a duly completed Voting Instructions Card, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Receipt(s) in accordance with the instructions set forth in such Voting Instructions Card. To the extent the aggregate of the American Depositary Shares voted for and against a proposal do not constitute integral multiples of a Unit, the remainders in excess of the highest integral multiple of a Unit will be disregarded. In the absence of timely delivery to the Depositary of a Voting Instructions Card by the Holder of a Receipt, such Holder shall be deemed, and the Depositary shall deem such Holder, to have authorized and instructed the Depositary to allow the Shares or other Deposited Securities represented by such Receipt to be voted in the manner unvoted Shares are contemplated to be voted in the Japanese Voting Card. There can be no assurance that Holders generally or any Holder in particular will receive the Notice of Shareholders' Meeting and the Voting Instructions Card with sufficient time to enable the Holder to return the Voting Instructions Card to the Depositary in a timely manner.

 

 

(e)  Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. The Depositary may, with the Company's approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion of counsel to the Company satisfactory to the Depositary that such distributions are not in violation of any applicable laws or regulations, execute and deliver additional Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A to the Deposit Agreement, specifically describing such new Deposited Securities or corporate change. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company's approval, and shall, if the Company requests, subject to receipt of an opinion of Company's counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise entitled, to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. The Depositary shall not be responsible for (1) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

 

 

(f)  Exoneration. Neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or this Receipt or incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement or this Receipt, by reason of any provision of any present or future law or regulation of the United States, Japan or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future of the Articles of Incorporation and Share Handling Regulations of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions and explosions), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, this Receipt or in the Articles of Incorporation and Share Handling Regulations of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement or this Receipt, made available to Holders of American Depositary Shares or (v) for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons (if any) and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

 

 

(g)  Standard of Care. The Company and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or this Receipt to Holders or Beneficial Owners or other persons, except that the Company and its agents agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or this Receipt to Holders or Beneficial Owners or other persons, except that the Depositary and its agents agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the tax status of the Company, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company.

 

 

(h)  Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

 

 

(i)  Amendment, Supplement. This Receipt, the Receipts outstanding at any time, the provisions of the Deposit Agreement and the form of Receipt attached thereto and to be issued under the terms thereof may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment or supplement shall have been given to the Holders of outstanding Receipts. The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for the American Depositary Shares or Shares to be traded solely in book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such American Depositary Share or Shares, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended and supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with Such laws, rules or regulations.

 

 

(j)  Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination as specified by the Company. If 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder will, upon surrender of such Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Section 2.7 of the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in Section 2.7 of the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and American Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement.

 

 

(k)  Compliance with U.S. Securities Laws. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

 

(l)  Certain Rights of the Depositary. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class securities of the Company and its Affiliates and in ADSs.

 

 

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto __________ whose taxpayer identification number is ___________ and whose address including postal zip code is ______ the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ___________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

 

Dated:
Signature:
			NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.
			If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.
SIGNATURE GUARANTEED

 

 

EXHIBIT B

 

FEE SCHEDULE
ADS FEES AND RELATED CHARGES

 

All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

 

I.       Depositary Fees

 

The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:

 

Service
Rate
By Whom Paid

 

(1)

Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances contemplated by paragraph (4) below. Up to $5.00 per 100 ADSs (or fraction thereof) issued.

 

Person for whom ADSs are issued.

 

(2)

Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, upon termination of the Deposit Agreement, or for any other reason). Up to $5.00 per 100 ADSs (or fraction thereof) cancelled.

Person for whom ADSs are being cancelled.

 

(3)

Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.

Person to whom distribution is made.

 

(4)

Distribution of ADSs pursuant to exercise of rights to purchase additional ADSs. Up to $5.00 per 100 ADSs (or fraction thereof) held.

Person to whom distribution is made.

 

 

 

EXHIBIT C

 

FORM OF PRELIMINARY DEPOSITARY NOTICE OF ADS RATIO CHANGE AND AMENDMENT

 

To Holders of American Depositary Shares (“ADSs”) of ORIX Corporation

 

Company:	ORIX Corporation, a joint stock company (Kabushiki Kaisha) organized under the laws of Japan.
Depositary:	Citibank, N.A.
Custodian:	Citibank, N.A. - Tokyo Branch.
Existing ADS-to-Share Ratio:	Each ADS represents the right to receive five (5) shares of common stock of the Company (the “Share(s)”).
New ADS-to-Share Ratio:	Each ADS represents the right to receive one (1) Share.
Deposit Agreement:	Deposit Agreement, dated as of September 16, 1998, by and among the Company, the Depositary, and the Holders and Beneficial Owners of ADSs issued thereunder, as amended and supplemented by the 2007 Letter Agreement, dated as of October 29, 2007 (the “Deposit Agreement”).
ADS Symbol:	IX.*
ADS ISIN:	US6863301015.*
ADS CUSIP No.:	686330101.*
Effective Date:	The later to occur of (i) the expiration of thirty (30) days after the date of this notice, and (ii) the date upon which the Securities and Exchange Commission (“SEC”) declares effective the Post-Effective Amendment No. 2 to Registration Statement on Form F-6 (Reg. No. 333-09384) (such date, the “Effective Date”).
ADS Books Closure to ADS Issuances and Cancellations:	[l], 2025 (5:00 p.m. New York City time) until [l], 2025  (5:00 p.m. New York City time).

*ADS Symbol, ADS ISIN and ADS CUSIP No. are provided as a convenience only and without any liability for accuracy.

 

 

Pursuant to Section 6.1 of the Deposit Agreement and by means of Amendment No. 1 to the Deposit Agreement (“Amendment No. 1”), the Company and the Depositary have agreed to amend the Deposit Agreement, the form of ADR attached as Exhibit A to the Deposit Agreement, the Fee Schedule attached as Exhibit B to the Deposit Agreement, and all issued and outstanding ADRs to (i) change the Existing ADS-to-Share Ratio, and (ii) revise the fees the Depositary can charge in respect of the ADSs.

 

Amendment No. 1 will become effective on the Effective Date, and by continuing to hold any outstanding ADSs issued under the Deposit Agreement, you will be deemed to have agreed to be bound by Amendment No. 1. The Depositary shall arrange to have new ADRs printed that reflect the changes effected by Amendment No. 1. If you hold ADRs issued prior to the Effective Date, your ADRs may be surrendered to Depositary for exchange. If you hold ADSs in uncertificated form, you do not need to take any action.

 

The Existing ADS-to-Share Ratio will change (the “ADS Ratio Change”) as of the Effective Date as follows:

 

	Existing ADS-to-Share Ratio:	One (1) ADS to five (5) Shares
	New ADS-to-Share Ratio:	One (1) ADS to one (1) Share

 

Following the Effective Date for the ADS Ratio Change, each ADS will represent one (1) Share. Therefore, Holders of ADSs as of the business day before the Effective Date will be entitled to receive four (4) new ADSs for every one (1) existing ADS held. In connection with the ADS Ratio Change, Holders of ADS will be charged a depositary fee of $0.05 per ADS issued.

 

Only whole ADSs will be distributed. No fractional ADSs will be issued. Cash in lieu of fractional entitlements to ADSs will be distributed at a rate based upon the net proceeds received by the Depositary for the sale of the aggregate of the fractional ADS entitlements.

 

The Depositary has filed (x) a form of Amendment No. 1, and (y) a form of ADR that reflects the new ADS-to-Share Ratio with the SEC under cover of a Post-Effective Amendment No. 2 to Registration Statement on Form F-6. A copy of the filing is available from the SEC’s website at www.sec.gov under Registration Number 333-09384.

 

If you have any questions about the above, please call Citibank ADR Shareholder Services at 1-877-248-4237. Copies of the Deposit Agreement and of Amendment No. 1 are available at the principal offices of the Depositary at 388 Greenwich Street, New York, NY 10013 and can also be retrieved from the SEC’s website at www.sec.gov under Registration Number 333-09384.

 

Date: [l]

Citibank, N.A. as Depositary

 

B-3

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