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Investor Presentaiton

TMK "tax qualifying" conditions Conditions to be a "tax qualifying" TMK continued 10. The TMK does not have any assets other than the properties or other specified assets disclosed in its Asset Liquidation Plan. 11. Where the TMK obtains a loan, this should only be from Tax QII and should not be from specified equity holders. Note that the "tax qualifying" TMK can also obtain loan financing in addition to debt financing, but this must again come from a Tax QII. NOTE: Distributable profit = Distributable profit calculated based on accounting principles (Note c) less 5% of outstanding bonds value (Note a) less Retained earnings carried forward from prior years plus [X] (Note b) Note (a): The outstanding bond value means the balance of the bond at the end of the financial year. Note (b): [X] = {Redemption amount of bonds during the financial year (if any) less: Depreciation amounts that are deductible for corporate tax purposes} x 2 If [X] is a negative amount, (✗] is treated as zero. That is to say, if the total amount of bonds redeemed during the financial year does not exceed the depreciation expense recognised by the TMK during the financial year, this adjustment is not required. Also, if the Specified Assets (being those assets identified in the Asset Liquidation Plan) are disposed of, or the TMK issues bonds or promissory notes (including loans) during the financial year, amounts acquired from the disposition or issuance and applied to the bond redemption are deducted from the above redemption amounts of the bonds. Note (c) If there is any loss carried forward from prior years and/or any current year impairment loss, the total amount of the loss carried forward from prior years and 70% of the current year impairment loss is deducted from the accounting income before tax. KPMG © 2023 KPMG Tax Corporation, a tax corporation incorporated under the Japanese CPTA Law and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Document Classification: KPMG Confidential 11
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