Notice regarding conversion to the Book-Entry Transfer System for non-jgb bonds

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1 March 20, 2006 Dear Customers, The Bank of Tokyo-Mitsubishi UFJ, Ltd Global Securities Services Division Notice regarding conversion to the Book-Entry Transfer System for non-jgb bonds As we previously announced, the Book-Entry Transfer System for Non-JGB Bonds of Japan Securities Depository Center (JASDEC) has started from January 10, While many of the newly-issued bonds are already issued as book-entry bonds and outstanding bonds (as well as physical bonds) can be converted to book-entry form, we would like to remind you that the current registration system of corporate bonds etc will be abolished by January, 2008, at the latest. The Bank of Tokyo-Mitsubishi UFJ will convert registered bonds (including bonds you will hold in the future) to book-entry form by JASDEC s bulk-conversion method based on the Agreement regarding the commencement of the Book-Entry Transfer System for non-jgb bonds, received from relevant bond holders. In hope its serves as your aide memo during the conversion process, we summarized the schedule and outline of bulk conversion in the attached sheets. Also, registered bonds/physical bonds that cannot be bulk-converted can be converted by individual conversion method, which is covered as well. If you have any question regarding the procedure, please feel free to contact us. Truly yours, 1

2 Upcoming Schedule February to April, 2006 BTMU accepts Conclusive Power of Attorney for BTMU regarding your request for bulk-conversion of registered bonds. Early-April, 2006 We will notify our clients the issues eligible for bulk-conversion and the expected schedule (based on the outstanding value of March-end) of conversion per each issue. We will also send you information regarding Issues that need to be converted via individual conversion method and its schedule. April 1, 2006 to July end, 2006 We will submit POA and letter of confirmation regarding bulk-conversion under the name of the standing-proxy per Registration Agency May 2006 We will submit updated list of issues to be converted via individual-conversion method, the amount, and the expected schedule to JASDEC in order to notify JASDEC of approximate volume expected. Early August, 2006 We will contact you if there are additional bonds eligible for bulk-conversion. Together with the issues eligible for bulk-conversion we announce in April, 2006, we will inform you of issues eligible for conversion and its schedule along with amount of outstanding as of July-end. The deadline of Bulk-conversion request for Registration Agency by BTMU is the end of July. For issues newly acquired after August 2006, which is eligible for bulk-conversion, they can be bulk-converted if they are the issues to be handled by Registration Agency for which we submitted POA under the name of standing-proxy concerning your institution. However, for other cases, they will be converted individually as they will not be eligible for bulk-conversion. Please note that bonds eligible for bulk-conversion which are acquired for the first time in the latter-half of July may not be able to be bulk-converted due to clerical procedure with Registration Agency. August, 2006 to 5 weeks before the launch of Bulk-conversion We will inform our clients of the issues and their outstanding balance eligible for bulk-conversion, on a monthly basis. The issues which are not bulk-converted will be arranged individually. 2

3 3 weeks before the bulk-conversation to the conversion date (interest-payment date) during November, 2008 to October-end, 2009 Bonds will be blocked and cannot be transferred due to conversion. All the outstanding bonds will be converted to the book-entry form on the conversion date. Also, interest-payment will be processed as registered-bond. Conversion Date We will inform you on completion of conversion. After the conversion, they will be treated as book-entry bonds. Issues, which were not converted by the bulk-conversion, can be converted to book-entry bonds via individual-conversion method by the arrangement between your institution and BTMU after May, Please note that since individual-conversion will not be available for three-month before interest-payment date, your request for conversion to book-entry form may not be accepted depending on the timing. October, 2006 For registered-bonds and Physical bonds that are not eligible for bulk-conversion, as well as, registered bonds that are eligible for bulk-conversion but will not be bulk-converted, we will inform issues/amount/schedule of bonds to be converted via individual-conversion method based on the outstanding balance of September-end. After that, we will inform you on the issues available for conversion and the outstanding on a monthly basis, and, check whether you would like to request for conversion. Individual-conversion will be available anytime with the prior arrangement with JASDEC during the individual-conversion period (January to December-end of 2007) except for three-month before the interest-payment period. However, since we are trying to push forward the schedule as early as possible, we can arrange for conversion within the earlier month during the conversion period, except for the three-month before the interest-payment (Please refer to the Attached image of conversion period). If we received individual request from our customer, we will also arrange for your conversion request individually. January 2007 to December-end, 2007 Individual-conversion will be implemented during this period. Though Individual-conversion will usually complete within 6 business days, since there is restriction to the number of bonds that can be processed by JASDEC, we do not know exactly how long JASDEC will require for conversion. Also, book-entry of the relevant bonds will not be available during the conversion period. Conversion Period 3

4 We will inform you on the completion of the conversion. After the conversion, they will be handled as the book-entry bonds. Please note that conversion to the Book-entry bond will no longer be available after 2008 for any reason. Please also note provisions regarding non-application of tax-withholding concerning designated financial institution etc will no longer be applicable to registered-bonds after January 6, Truly yours, 4

5 Outline of Bulk Conversion Method and Individual Conversion Method Bulk Conversion Method Individual Conversion Method Securities Type Registered bonds, which are designated to be transferred by bulk conversion method. Registered bonds, which are designated to be transferred by bulk conversion method but arrangement of transfer among the concerned parties was not in time for bulk conversion period. Physical bonds Eligibility Criteria (Bonds that meet all below criteria are eligible for bulk and/or individual conversion, as the case may be.) decided via board resolution or equal that provision of Law Concerning Book-Entry Transfer of Corporate Bonds, etc. apply to their bonds Issuer and handled at JASDEC (JASDEC is not obliged to check if board resolution is in place) Form registered bonds physical bonds Registration did not apply to JASDEC n.a. Agency applied to JASDEC to handle their bonds by bulk-conversion to handle their bonds by bulk-conversion Maturity January 2008 or later August 2007 or later April 2007 or later Conversion Date / On the first interest payment date between November 2006 between May to between January 2007 to December 2007, but not Period to October 2007 December 2007, but not within the three within the three-months periods prior to interest payment dates 5

6 months periods prior to interest payment dates Announcement Issues eligible as of March end 2006 will be posted on Subject to negotiation based on Standing Proxies response to JASDEC s / Finalization of Conversion Date JASDEC s web site in early April 2006 and issues subsequently becoming eligible as of July-end 2006 will be questionnaire on conversion schedule (i.e. number of issues, certificates and registration certificates per conversion date) due by the end of May, announced in early August Restriction on Registration Registration Agencies will not accept changes to registration three weeks prior to conversion date. Registration Agencies will not accept changes to registration five to six days prior to conversion date. Notes The minimum block for bulk transfer is by Standing Proxy per Registration Agency and it is not possible to cheery BTMU will seek to convert on the earliest possible date that is made available for each respective bond. pick among eligible issues. If purchased later than July 2006, even an eligible bond may not convert by bulk transfer. Bulk Conversion Method Individual Conversion Method BTUM Action Standing Proxy to submit a Collective Power of Attorney on Conversion and a Side Letter to the relevant Registration Standing Proxy to register carrier of physical bonds or Registration Certificate to JASDEC by the end of November Agencies between April to July The Side Letter is a representation as to its due authorization to act on behalf of investor customers and requires copies of customers consent letter and account opening power of attorney as attachments. Fees charged by termination of registration: JPY 800 per registration account Undecided Registration Agencies issuance of registration certificate: JPY 400 per registration account (Fees are exempt for The Shoko Chukin Bank and Norinchukin Bank debentures) * Certain amortizing bonds and private placements are, in principle, not eligible for conversion to book entry form. 6

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