Investor Presentaiton

TMK "tax qualifying" conditions Conditions to be a "tax qualifying" TMK continued Dividends deductible as an expense for tax purposes under the TMK law are those declared for the fiscal year in which the TMK meets all of the following conditions: 5. The TMK conducts its asset securitisation business and other business relating thereto in accordance with its Asset Liquidation Plan. 6. The TMK only engages in business prescribed under its Asset Liquidation Plan. 7. The TMK contracts out the management of the specified assets to a third party prescribed under the TMK Law, or enters into a trust agreement with a third party trustee for management of the specified assets. 8. The TMK is not a closely held company within the meaning of the Japanese Corporate Tax Law and the Ordinance for Enforcement of the STML, except in cases where condition 2(a) or (b) above is satisfied. 9. More than 90% of the TMK's "distributable profit" in respect of the fiscal year is declared and paid as a dividend to the equity holders. Strictly these further conditions are fiscal period conditions. That is, a TMK could fail such a condition and not be a "tax qualifying" TMK in relation to that period, but could then attain or regain such "tax qualifying" status in a subsequent period. Distributable profit is a defined amount (refer to NOTE on following slide) which is an adjusted accounting profit figure. Because one of the adjustments is 5% of the outstanding bond amount, this can mean that "distributable profit" is relatively low (or possibly zero) and this hurdle easy to meet. However, it should be noted that this is the minimum distribution requirement for "tax qualifying" status only. In order to minimise taxable income the TMK should always be looking to distribute an amount as close as possible to its taxable profit for the relevant period. 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 |10

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