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Macroeconomy and Capital Markets Workshop Report - Toward Invigorating the Japanese Economy - March 27, 2012 Tokyo Stock Exchange Group, Inc.

Introduction At the end of last year, the Tokyo stock market closed with TOPIX (Tokyo Stock Price Index) at 728.61 points, the lowest level since 1983. A quick look at market trends as we moved into the new millennium show that after TOPIX plunged from 1,750 to 750 points in the wake of the collapse of the IT bubble, the index climbed from 750 to 1,750 points during the longest ever post-war economic recovery from 2002 to 2007. This was followed by the drop on the back of the Lehman Shock and the Eurozone debt crisis leading up to the slump in the market today. In light of the downturn in the real economy, Japan has continuously reviewed the systems and infrastructure of its financial and capital markets to respond to the asset management needs of both domestic and foreign investors as well as corporate fund raising needs. At the heart of the Japanese financial and capital markets, Tokyo Stock Exchange (hereinafter referred to as "TSE") has worked relentlessly as a vital cog in initiatives in support of the real economy and will continue to do so in the future. However, the Japanese economy is not only facing an economic slowdown caused by factors such as oversupply, deflation, financial crises, or yen appreciation, but also structural problems of an aging population and fiscal debt. As such, it is extremely important for TSE to view the Japanese economy from a macroeconomic perspective when considering future measures. These are the circumstances behind TSE holding 7 workshops since September last year, inviting leading figures from various fields to share their insights and opinions on themes on macroeconomic challenges for Japan closely related to the financial and capital markets. This report contains a compilation of issues TSE should focus on going forward, in light of insights from these workshops. These issues are also included in TSE's business plan for the new fiscal year "Revitalization of the Japanese Stock Market" which contains concrete measures to address such issues. * The views and opinions contained in this report are those of the workshop secretariat. The secretariat is responsible for any error and omissions in content. - 1 -

Contents TSE held a total of 7 workshops on themes related to the macroeconomy and financial capital and markets. Each workshop addressed an overarching theme covering an extremely broad range of discussion topics. In order to remain focused on the subject matter, the report will first seek to comprehensively organize the discussion topics across the various themes based on the underlying keyword "fund flows", a fundamental and central concern in the financial and capital markets. The report will first highlight features of the situation today in 1. Domestic fund flows, and 2. Global fund flows. This will be followed by a section containing an overview of financial policy and international finance which are closely linked to global fund flows. Each section will conclude with a brief description of issues TSE should address based on insights gained from the discussions. 1.Domestic fund flows A textbook fund flow is from abundant household savings to loans that financial intermediaries extend to private non-financial corporations, which then use these borrowings as a resource for capital investments and other production activities. This is the basic fund flow for economic growth, which was also present in Japan during its era of high growth. Today, Japan sees a large amount of household deposits flowing into public administrative bodies (national government, local public organizations, and public sector social security funds) through public debt instead of into corporate lending. In fact, a significant part of such funds supplied to the public sector are being used for social security expenditure. Moreover, especially since 2000, there has been a change in the balance of surplus funds. The main lack of funds was previously found in cash-hungry corporations. However, companies have used means such as returning their borrowings and keeping capital investments in check to amass surplus funds. As a result, the major source of the surplus is no longer households but corporations. This is another feature of the current situation in Japan. However, a structure whereby the public sector deficit is financed by the combined surplus funds of both corporations and households holds huge problems in terms of (1) Future growth of the Japanese economy, (2) Sustainability of the - 2 -

Japanese fiscal situation, and (3) Efficient use of individual financial assets. (1)Future growth of the Japanese economy First, there is no question that the potential for growth of the Japanese economy is likely to decrease unless corporations accumulate an appropriate level of capital stock through capital and other investments. Furthermore, Japanese corporations have recently been subject to increasingly intense global competition. The yen is not as strong as it seems in terms of the real effective exchange rate. If we analyze the conditions for trade, rather than yen strength, the problem lies in the speed of technological developments in emerging countries making it almost impossible for Japanese corporations to maintain product competitiveness by reducing prices. Therefore, in order for Japanese corporations to survive global competition, many point out that there must be capital investment in ICT (information communications technology) and R&D (research and development) that require various forms of innovation involving raising productivity and product technology, as well as work processes. <<Insights from discussions>> For the future growth of Japan, there must be a shift from investing deposits in fiscal debt to supplying corporations with funds for growth. In other words, we need a supply of risk money. However, BIS and other regulations are causing funds from financial institutions, the largest source of risk money, to be channeled into fiscal debt. Under these circumstances, the market must seek means to fulfill its function of providing risk money through direct financing in the stock market and indirect market financing via investment trusts and other schemes. Increasing the number of IPOs One approach is to supply funds for growth by encouraging initial public offerings (IPO) in the stock market, in particular, by emerging or small and medium-sized corporations which possess technical prowess but are constrained by a lack of funds due to reasons such as a high investment ratio in R&D. Potential IPO candidates can be identified early by deepening communications and collaboration with parties engaged in IPOs, targeting companies in the early stages of the corporate life cycle such as seed companies, startups, and early stage - 3 -

franchises. This may eventually attract venture capital and other sources of funding. Supplying risk money to local companies Other than encouraging IPOs, one way to supply funds to local small and medium-sized corporations is by adopting schemes similar to a local fund to supply risk money specifically in the local community, or going further to consolidate such funds into a single vehicle or investment corporation as a conduit for funds from the capital market. This should be in tandem with developing infrastructure to allow easy access to credit standing and other information. Providing new fund raising methods Even after an IPO, companies still need to accumulate capital stock. As such, from the perspective of providing funds for growth appropriately to satisfy such needs, it is also important to consider developing rules for rights offerings and other means to ensure that new fund raising methods can be deployed smoothly. (2)Sustainability of the Japanese fiscal situation The Eurozone sovereign crisis triggered by the fiscal collapse of Greece had expansive economic impact, with austerity measures slowing economic growth and a sharp rise in financing costs which also affected the private sector. The sudden fiscal collapse of Greece was brought about by movements in the bond market. In light of such events, Japan whose outstanding public debt currently exceeds 200% of its GDP must also take steps toward restoring fiscal health. Specifically, with regard to government finances, if we consider the tax revenue elasticity value (1.1), the urgent issue is to manage government finances based on stringent fiscal rules aimed at achieving primary fiscal balance (primary balance). This means that there is a need to raise taxes to secure greater tax revenue and also reduce expenditure (in particular, reducing social security spending which is the prime source of expenditure). The structure of the public sector is creating a deficit amounting to 200 trillion yen, of which 143 trillion yen is local government debt (as of the end of 2010). One of the reasons for this massive local government debt is the underlying assumption of tax allocations from the national government. There are calls to clarify the degree of involvement in local government finances by the national government, and screen - 4 -

projects by using debt or interest rate disciplines. The main reason behind such calls for the orderly management of government finances is the question of the sustainability of a structure unique to Japan where 95% of fiscal debt is being indirectly supported by the combined cash surplus of corporations and households. First, corporate cash is originally intended to be used, as mentioned earlier, for production, and it is obvious that this should not be considered as savings built up through steadily accumulating surplus cash. With regard to household assets, more than half of individual financial assets amounting to approximately 1,500 trillion yen are in deposits. After deducting liabilities, this figure falls to around 1,100 trillion yen. Growth in household cash surplus is slowing due to stagnant labor income while aging has diminished assets and caused the savings rate to decline to around 3%. Under these circumstances, we cannot remain optimistic about Japan's capacity to take up future fiscal debt. Furthermore, with corporations and households as well as financial institutions, which are intermediaries for the public sector, keeping a close eye on the risks surrounding an interest rate hike and its effect, there is every possibility that the appetite for fiscal debt will no longer be what it was under a low interest rate environment. A change in the flow of funds from investments in fiscal debt to corporations will facilitate economic growth, leading to increased tax revenue, and improve the fiscal situation (refer to (1)). <<Insights from discussions>> The issue of securing tax revenue and reducing expenditure to restore fiscal health is a question that probes the fundamentals of the nation. The following are some ways to effectively utilize private funds for projects conducted by the public sector. Supporting the privatization of public institutions and projects Currently, the public institutions that are engaged in projects are incorporated administrative agencies. These agencies use Fiscal Investment and Loan Program (FILP) Agency Bonds as a means to raise funds. The governance of the management of these public institutions' projects can be improved by taking that first step to restructure them into stock corporations and then having them raise funds in the market. In doing so, they will be subject to market discipline and also have the future option of obtaining a public listing. In - 5 -

order to provide a timely and appropriate market suitable for corporations undergoing privatization, there is a need to understand public policy, the needs of those involved, and various aspects. Providing private funds for the formation of social capital stock While public investment is being suppressed due to fiscal austerity, it remains essential to maintain, manage, and renew currently available social capital stock. New investment is also needed to improve efficiency, such as power-saving and renewable energy, in Japanese society as well as maintain and develop infrastructure technology. The fiscal burden can be reduced if the private sector provides efficient operations and funds to support the fields of investment for such formation of social capital stock. In particular, the amended Private Finance Initiative Act now allows the transfer of "public facility, etc. operation rights" to private sector infrastructure corporations as well as funds (i.e., infrastructure funds). Depending on its scale and business contents, there is also sufficient reason to expect listing and fund raisings in the stock market. Providing funds for industrialization of sectors related to social security It is difficult to directly reduce social security spending on fields including medical and nursing services, social welfare, and child-rearing to lessen the fiscal burden. If businesses related to these areas develop into an industry in conjunction with future developments such as deregulation, the public sector for social security may change from being businesses receiving public subsidy to supporting or even alternative services offered by the private sector. Already, in some cases, companies engaged in these fields have obtained a listing and are attracting interest in the market. Going forward, we will need to facilitate the supply of risk money to similar fields through means such as IPO. (3)Efficient use of household financial assets As mentioned earlier, more than half of household financial assets amounting to approximately 1,500 trillion yen are in deposits. Low interest rates have led to extremely low returns from these deposits. In the meantime, the savings rate has declined to around 3% while the outstanding amount remains largely unchanged. - 6 -

As a result, the ratio of deposits to total financial assets currently stands at a record high. The state of the public pension system is also a strong influence on the destination of individual financial assets. The rapidly aging society is causing the financial situation of the pension system to deteriorate, while fund allocations to medical and nursing services, social relief and other forms of social security sector are a growing burden on the national treasury. These are the circumstances behind the 2004 reform aimed at achieving a pension system that is secure for 100 years. The reform involves plans to reduce pension payouts by 20%-30% due to the macroeconomic slide. Similar measures are required in the comprehensive social security and tax reform currently being discussed in government. Furthermore, a draft of a new pension system aimed at having the national treasury bear a minimum pension guarantee for low income earners has been presented. With respect to the issue surrounding pension systems, the World Bank is proposing to combine both public and private pension plans (i.e., corporate and personal pension schemes) and has highlighted it as a theme that needs to be addressed in the policies of developed nations. <<Insights from discussions>> Considering that there will be restraints on public pension in future, even though pension payouts will remain the core source of funds for retirement, there will be an increasing need for individuals to separately build assets in preparation for retirement other than public pension plans. For asset formation that is suited to varying stages of life including retirement, individuals must be able to manage assets in ways other than putting them in low interest rate deposits or investing in fiscal debt. In other words, the need for individuals to take on risk to invest part of their assets in financial products is growing. As such, we believe that the following approaches are required. Reviewing financial services and securities tax regime There are calls for a simpler and fairer tax regime for different financial products to support individual investments in risk assets. Means toward this include allowing investors to offset gains and losses across financial instruments such as capital gains and dividends from stocks, derivatives, and bonds, including interest payments (promoting unified taxation of financial income), as well as - 7 -

resolving investor-level tax issues such as double taxation. Enhancing the convenience of private pension plans and other schemes As demand for individual asset formation for retirement grows beyond public pension plans, there is a need to enhance the convenience of and support for private pension schemes. For example, raising or removing the maximum contribution limit or relaxing participation requirements for defined contribution pension plans. Other ways include tax measures aimed at supporting transfers of risk assets to the next generation via donations and other means as well as a favorable tax system for education endowment funds similar to 529 Plans in the US. Comprehensive approach toward raising financial literacy It is difficult to achieve an immediate change in the investor mindset from safe assets to risk assets. Personal asset planning will also become increasingly important. Therefore, there is a need to incorporate education on investment and asset management into the school curriculum, in the same way as how it is being done in the US and Europe. TSE will continue to place importance on providing opportunities for raising financial literacy from the perspective of life plans, including asset planning tailored for lifestyles or age groups. 2.Global fund flows Japan's fund flow accounts and balance of payments reveal that while it continues to maintain a current account surplus, it is undergoing structural change, running up a trade deficit last year with a stable income surplus (14 trillion yen last year) (wages, dividends, and interest payments from overseas wages, dividends, and interest payments to overseas), as overseas investment becomes its revenue source. Net foreign assets at the end of last year (preliminary forecast) was 257 trillion yen after deducting 324 trillion yen in liabilities from assets of around 580 trillion yen. Even though this net foreign asset seems to be propping up Japan's income account, a closer look at the breakdown reveals 74 trillion yen in outward direct investments, 266 trillion yen in outward portfolio investments, 14 trillion yen in inward direct investments, and 158 trillion yen in inward portfolio investments. This situation of net foreign assets is due to a global fund flow comprising - 8 -

yen-denominated overseas fund inflows (fund raising) and foreign currency-denominated overseas fund outflows. Some pointed out that this situation is favorable for outward portfolios. <<Insights from discussions>> If Japan's current fund flows can be maintained by vibrant outward and inward investment, the following points should be considered to maintain both these investment flows. 1Inward direct investment (activities by overseas corporations aimed at gaining control (or participation) in the corporate management of its investment target. These include M&As aiming at 10% or more shareholding of an existing company and green field investments which establish new corporations.) - In comparison to outward direct investment and inward portfolio investment, the amount of inward direct investment can be considered miniscule. Besides the downturn in the Japanese economy, another factor is the high cost of entry into the Japanese market and its tax regime. From the point of attracting investment in Japan as well as aspects such as encouraging resource and technological transfer in the Japanese industry and generating employment growth, the benefits that inward direct investments bring are great. Tax measures, such as attracting foreign corporations to Japan, using the comprehensive special district system, will enhance its global competitiveness. 2Inward portfolio investment (asset management (portfolio investment) by non-residents involving investments in stocks, bonds, and other securities within Japan) - Inward portfolio investments are normally accounted for as non-residents (about 60% of total trading by category and about 25% of total share ownership by category) in statistics published by TSE. We continue our efforts to expand inward portfolio investment. For example, we are currently considering enriching listed company information and information provision in English, enhancing listed company corporate governance in light of strong demands from non-residents, and attracting foreign investment with an internationally competitive tax regime. - 9 -

3Outward direct investment (M&A and newly established companies accompanying overseas business expansion by Japanese corporations) - Since last year, listed companies have been using the yen's strength and liquidity at hand to proactively seek overseas M&A and expansion to overcome geographical and technological competition. In light of these moves, it is important to develop and enrich fund raising mechanisms in the stock market such as encouraging rights offerings. 4Outward portfolio investment (overseas investments in stocks, bonds, and other securities by residents for asset management) - A closer look at the breakdown of the substantial surplus reveals a large proportion occupied by medium and long-term bonds, especially US treasuries. This can be attributed to investment trusts and other institutional investors. Recently there is also burgeoning interest from individual investors in products related to overseas markets exhibiting strong growth. TSE will place greater emphasis on promoting the listing of ETF and other products related to overseas markets and providing low cost and highly convenient opportunities for "outward portfolio investment". 3.Financial Policy and Global Finance (1)Financial policy A financial policy worth noting is that of the Bank of Japan. Since 2010, it has adopted a non-traditional financial policy of an asset purchase program targeting non-alternative risk (specific) assets of cash products or short-term fiscal debts. It remains a traditional issue to monitor how monetary easing or other central bank policies affect the stock market in ways such as creating bubbles. However, the specific asset purchase program not only has the effect of a portfolio rebalancing, but also contributes toward pushing down the risk premiums of risk assets (credit easing). Another feature of the program is that it covers ETF and REIT which are cash products. While it is being viewed as effective for recovering liquidity, there are also concerns over possible price distortion. We will need to address how to plan an exit that considers the price formation mechanism in the market after purchasing specific assets. - 10 -

(2)Global finance In both financial crises occurring in the 1990s and 2000s, there was a dearth in US dollar liquidity and Japanese financial institutions in good financial shape paid premiums to amass US dollars. This is clear evidence that the global financial market continues to be dependent on the US dollar as the global currency. Even as the status of the US dollar remains unchanged, initiatives to ensure stability in the Asian financial markets are underway. These include the Chiang Mai Initiative which works toward multilateralization of US dollar swaps, and the Asian Bond Markets Initiative (ABMI) which aims to develop a unique structure in the Asian region for fund raising through the bond market. International institutions are already diversifying bond issuance in local currencies, issuing entities, and bond categories. We need to consider making these bonds easily saleable to Japanese investors through listing them on the TOKYO PRO BOND MARKET. Disclaimer All rights concerning this report belong to Tokyo Stock Exchange Group, Inc. (hereinafter "TSE Group"). Reproduction or redistribution of its content, in whole or in part, is prohibited. This report contains a brief explanation or description of the current situation in the capital market and was not prepared for the purpose of soliciting investment. While every effort is taken to ensure accuracy, TSE Group does not guarantee that this report is free from errors or omissions. Details and comprehensive information on its content can be found in the various laws, regulations, and rules. - 11 -