Marubeni Plea Agreement

8/12/2019 Marubeni Plea Agreement

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UNITED STATES DISTRICT COURTDISTRICT OF CONNECTICUT

UNITED STATES OF AMERICA CRIMINAL NO. ?Jt rS:L . 11v.

MARUBENI CORPORATIONVIOLATION:18 U S c 371 (Conspiracy)15 U S c 78dd-3 (Foreign CorruptPractices Act)

PLEA AGREEMENTThe United States of America, by and through the Department of Justice, Criminal

Division, Fraud Section, and the United States Attorney's Office for the District of Connecticut(collectively, the Department of Justice or the Department ), and the Defendant,MARUBENI CORPORATION (the Defendant ), by and through its undersigned attorneys, andthrough its authorized representative, pursuant to authority granted by the Defendant 's Board ofDirectors, hereby submit and enter into this plea agreement (the Agreement ), pursuant to RuleII(c)(1)(C) of the Federal Rules of Criminal Procedure. The terms and conditions of thisAgreement are as follows:

The Defendant s Agreement1 Pursuant to Fed. R. Crim. P. II (c)(1)(C), the Defendant agrees to waive its right

to grand jury indictment and its right to challenge venue in the District Court for the District ofConnecticut, and to plead guilty to a eight-count criminal Information charging the Defendantwith one count of conspiracy to commit offenses against the United States in violation of Title18, United States Code, Section 371, that is, to violate the anti-bribery provisions of the ForeignCorrupt Practices Act of 1977 ( FCPA ), as amended, Title 15, United States Code, Se.ction

Case 3:14-cr-00052-JBA Document 5 Filed 03/19/14 Page 1 of 30


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78dd-3, and seven counts of violating the anti-bribery provisions of the FCPA, Title 15 UnitedStates Code, Section 78dd-3. The Defendant further agrees to persist in that plea through

sentencing and, as set forth below, to cooperate fully with the Department in its investigationinto all matters related to the conduct charged in the Information.

2. The Defendant understands that, to be guilty ofth s offenses, the followingessential elements of the offense must be satisfied:

Count Onea. An unlawful agreement between two or more persons to violate the

Foreign Corrupt Practices Act existed; specifically, while in the territory of the UnitedStates, to make use of the mails and means and instrumentalities of interstate commercecorruptly in furtherance of an offer, payment, promise to pay, and authorization of thepayment of any money, offer, gift, promise to give, and authorization of the giving ofanything of value, to a foreign official, and to a person, while knowing that all or aportion of such money and thing of value would be and had been offered, given, andpromised to a foreign official, for purposes of: i) influencing acts and decisions of suchforeign official in his or her official capacity; ii) inducing such foreign official to do andomit to do acts in violation of the lawful duty of such official; iii) securing an improperadvantage; and iv) inducing such foreign official to use his or her influence with aforeign government and agencies and instrumentalities thereof to affect and influenceacts and decisions of such government and agencies and instrumentalities, in order toassist defendant and its co-conspirators in obtaining and retaining business for and with,and directing business to, itself and others;

b. The Defendant knowingly and willfully entered that conspiracy;



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c One o the members o the conspiracy knowingly committed at least oneo the overt acts charged in the Information; and

d The overt acts were committed to further some objective o theconspiracy.Counts Two Through Ei ght

a The Defendant acted corruptly;b The Defendant, while in the territory o the United States, made use o the

mails or any means or instrumentality o interstate commerce in furtherance o conductthat violates the FCPA;

c The Defendant offered, paid, promised to pay, or authorized the paymento money, or offered, gave, promised to give, or authorized the givingo anything ovalue;

d The payment or gift at issue was to a foreign official, or was to any personwhile knowing that all or a portion o such money or thing would be offered, given, orpromised (directly or indirectly) to a foreign official;

e The payment or gift at issue was intended for at least oneo four purposes:(i) to influence any act or decision o the foreign official in his or her

official capacity;(ii) to induce the foreign official to do or omit to do any act in

violation o that official s lawful duty;(iii) to secure any improper advantage; or(iv) to induce that foreign official to use his or her influence with a

foreign government or department, agency, or instrumentality thereof to affect or3



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influence any act or decision of such government, department, agency, orinstrumentality; and

f. The payment or gift was intended to assist the Defendant in obtaining orretaining business for or with, or directing business to, any person or company.3. The Defendant understands and agrees that this Agreement is between the

Department and the Defendant and does not bind any other division or section of the Departmentof Justice or any other federal, state, or local prosecuting, administrative, or regulatory authority.Nevertheless, the Department will bring this Agreement and the cooperation of the Defendant, itsdirect or indirect affiliates, subsidiaries, and joint ventures, to the attention of other prosecutingauthorities or other agencies, if requested by the Defendant.

4. The Defendant agrees that this Agreement will be executed by an authorizedcorporate representative. The Defendant further agrees that a resolution duly adopted by theDefendant s Board of Directors in the form attached to this Agreement as Exhibit 1 authorizesthe Defendant to enter into this Agreement and take all necessary steps to effectuate thisAgreement, and that the signatures on this Agreement by the Defendant and its counsel areauthorized by the Defendant s Board of Directors, on beh lf of the Defendant.

S. The Defendant agrees that it has the full legal right, power, and authority to enterinto and perform all of its obligations under this Agreement.

6. The Defendant agrees to abide by all terms and obligations of this Agreement asdescribed herein, including, but not limited to, the following:

a. to plead guilty as set forth in this Agreement;b. to abide by all sentencing stipulations contained in this Agreement;

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c to appear, through its duly appointed representatives, as ordered for allcourt appearances, and obey any other ongoing court order in this matter, consistent with allapplicable U.S. and foreign laws, procedures, and regulations;

d to commit no further crimes;e to be truthful at all times with the Court;f to pay the applicable fine and special assessment; andg to fulfill the obligations described in Exhibit 2

7 Except as may otherwise be agreed by the parties hereto in connection with aparticular transaction, the Defendant agrees that in the event the Defendant sells, merges, ortransfers all or substantially all o its business operations as they exist as o the date o thisAgreement, whether such sale(s) is/are structured as a stock or asset sale, merger, or transfer, theDefendant shall include in any contract for sale, merger, or transfer a provision fully binding thepurchaser(s) or any successor(s) in interest thereto to the obligations described in thisAgreement.

8 The Defendant agrees to cooperate fully with the Department as directed, andwith any other federal, state, local, or foreign law enforcement authorities and agencies orMultilateral Development Banks as directed by the Department with respect to conduct underinvestigation by the Department to the extent such investigation has commenced prior to the dateo the Agreement. This cooperation requires that the Defendant:

a Truthfully disclose all factual information not protected by a valid claimo attorney-client privilege or work product doctrine protection with respect to itsactivities and those o its and its subsidiaries and joint ventures present and formerdirectors, officers, employees, agents, consultants, contractors, and subcontractors,

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concerning all matters relating to conduct described in this Agreement and Exhibit 3 andother conduct under investigation by the Department to the extent such investigation hascommenced prior to the date of the Agreement;

b. Provide any non-privileged document, record, or other tangible evidencerelating to conduct described in this Agreement and Exhibit 3 and other conduct underinvestigation by the Department to the extent such investigation has commenced prior tothe date of the Agreement; and

c Ensure that the Department is given access to all current and, to the extentpossible, former directors, officers, employees, agents, and consultants of the Defendantand its subsidiaries and joint ventures for interviews and testimony in the United Statesrelating to conduct described in this Agreement and Exhibit 3 and other conduct underinvestigation by the Department to the extent such investigation has commenced prior tothe date of the Agreement.9 The Defendant agrees that any fine or restitution imposed by the Court will be due

and payable within ten 10) business days of sentencing, and the Defendant will not attempt toavoid or delay payment. The Defendant further agrees to pay the Clerk of the Court for theUnited States District Court for the District of Connecticut the mandatory special assessment of

400 within ten (10) business days from the date of sentencing.The United States greement

10. In exchange for the guilty plea of the Defendant and the complete fulfillment ofall of its obligations under this Agreement, the Department agrees it will not file additionalcriminal charges against the Defendant or any of its direct or indirect affiliates, subsidiaries, orjoint ventures relating to (a) any of the conduct described in Exhibit 3, or (b) information made

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known to the Department prior to the date o this Agreement. This Paragraph does not provideany protection against prosecution for any crimes, including corrupt payments, i any, made inthe future by the Defendant or by any o its officers, directors, employees, agents or consultants,whether or not disclosed by the Defendant pursuant to the terms o this Agreement. ThisAgreement does not close or preclude the investigation or prosecution o any natural persons,including any officers, directors, employees, agents, or consultants o the Defendant or its director indirect affiliates, subsidiaries, or joint ventures, who may have been involved in any o thematters set forth in the Information, Exhibit 3, or in any other matters. The Defendant agreesthat nothing in this Agreement is intended to release the Defendant from any and all o theDefendant s excise and income tax liabilities and reporting obligations for any and all incomenot properly reported and/or legally or illegally obtained or derived.

Factual Basis11 The Defendant is pleading guilty because it is guilty o the charges contained in

the Information. The Defendant admits, agrees, and stipulates that the factual allegations setforth in the Information and Exhibit 3 are true and correct, that it is responsible for the acts o itspresent and former employees described in the Information and Exhi@it 3 and that theInfonnation and Exhibit 3 accurately reflect the Defendant s criminal conduct.

The Defendant s Waiver o Rights, Including the Right to Appeal12 Federal Rule o Criminal Procedure 11 (f) and Federal Rule o Evidence 410 limit

the admissibility o statements made in the course o plea proceedings or plea discussions in bothcivil and criminal proceedings, i the guilty plea is later withdrawn. The Defendant expresslywarrants that t has discussed these rules with its counsel and understands them. Solely to theextent set forth below, the Defendant voluntarily waives and gives up the rights enumerated in

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Federal Rule of Criminal Procedure 11 (f) and Federal Rule of Evidence 410. Specifically, theDefendant understands and agrees that any statements that it makes in the course of its guiltyplea or in connection with the Agreement are admissible against it for any purpose in any U.S.federal criminal proceeding if, even though the Department has fulfilled all of its obligationsunder this Agreement and the Court has imposed the agreed-upon sentence, the Defendantnevertheless withdraws its guilty plea.

13 The Defendant is satisfied that the Defendant s attorney has rendered effectiveassistance. The Defendant understands that by entering into this agreement, the Defendantsurrenders certain rights as provided in this agreement. The Defendant understands that therights of criminal defendants include the following:

(a) the right to plead not guilty and to persist in that plea;(b) the right to a jury trial;(c) the right to be represented by counsel and if necessary have the court appoint

counsel - at trial and at every other stage of the proceedings;(d) the right at trial to confront and cross-examine adverse witnesses, to be protected

from compelled self-incrimination, to testify and present evidence, and to compel the attendanceof witnesses; and

(e) pursuant to Title 18, United States Code, Section 3742, the right to appeal thesentence imposed. Nonetheless, the Defendant knowingly waives the right to appeal theconviction and any sentence within the statutory maximum described below (or the manner inwhich that sentence was determined) on the grounds set forth in Title 18, United States Code,Section 3742, or on any ground whatsoever, in exchange for the concessions made by the UnitedStates in this plea agreement. This agreement does not affect the rights or obligations of the

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United States as set forth in Title 18 United States Code, Section 3 742(b). The Defendant alsoknowingly waives the right to bring any collateral challenge challenging either the conviction, orthe sentence imposed in this case, including a claim of ineffective assistance of counsel. TheDefendant hereby waives all rights, whether asserted directly or by a representative, to request orreceive from any department or agency of the United States any records pertaining to theinvestigation or prosecution of this case, including without limitation any records that may besought under the Freedom of Information Act, Title 5 United States Code, Section 552, or thePrivacy Act, Title 5 United States Code, Section 552a. The Defendant waives all defensesbased on the statute of limitations and venue with respect to any prosecution related to theconduct described in Exhibit 3 or Information that is not time-barred on the date that thisAgreement is signed in the event that: (a) the conviction is later vacated for any reason; (b) theDefendant violates this Agreement; or (c) the plea is later withdrawn, provided such prosecutionis brought within one year of any such vacation of conviction, violation of agreement, orwithdrawal of plea plus the remaining time period of the statute oflimitations as of the date thatthis Agreement is signed. The Department is free to take any position on appeal or any otherpost-judgment matter.

14. The statutory maximum sentence that the Court can impose for a violation of Title18 United States Code, Section 371, is a fine of 500,000 or twice the gross pecuniary gain orgross pecuniary loss resulting from the offense, whichever is greatest, Title 18 United StatesCode, Section 3571(c)(3), (d); five years' probation, Title 18, United States Code, Section3561(c)(l); and a mandatory special assessment of 400, Title 18, United States Code, Section3013(a)(2)(B). The statutory maximum sentence that the Court can impose for a violation of

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Title 15, United States Code, Section 78dd-3, is a fine o 2,000,000 or twice the gross pecuniarygain or gross pecuniary loss resulting from the offense, whichever is greatest, Title 15, United

States Code, Section 78dd-3(e)(1), Title 18, United States Code, Section 3571(c)(1), (d); fiveyears' probation, Title 18, United States Code, Section 3561 (c)(1); and a mandatory specialassessment o 400, Title 18, United States Code, Section 3013(a)(2)(B).

Sentencing ecommendation15. The parties agree that pursuant to United States v Booker 543 U.S. 220 (2005),

the Court must determine an advisory sentencing guideline range pursuant to the United StatesSentencing Guidelines. The Court will then determine a reasonable sentence within the statutoryrange after considering the advisory sentencing guideline range and the factors listed in Title 18,United States Code, Section 3553(a). The parties' agreement herein to any guideline sentencingfactors constitutes proo o those factors sufficient to satisfy the applicable burden o proof.Defendant also understands that i the Court accepts this Agreement, the Court is bound by thesentencing provisions in Paragraph 17

16. The Department and the Defendant agree that a faithful application o the UnitedStates Sentencing Guidelines (U.S.S.G.) to determine the applicable fine range yields thefollowing analysis:

a The 2012 U.S.S.G. are applicable to this matter.b. Offense Level. Based upon U.S.S.G. 2C1.1, the total offense level is 36,calculated as follows:

(a)(2) Base Offense Level 12(b)(1) Multiple Bribes +2(b )(3) Involved elected public official +4

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b)(2) Value o benefit received more than 2,500,000 +18TOTAL 6

c. Base Fine. Based upon U.S.S.G. 8C2.4(a)(l), the base fine is45,500,000 (the fine indicated in the Offense Level Fine Table)d. Culpability Score. Based upon U.S.S.G. 8C2.5, the culpability score is

7, calculated as follows:(a) Base Culpability Score(b)(3) the unit o the organization within which the offensewas committed had 200 or more employees and anindividual within high-level personnel o the unitparticipated in, condoned, or was willfully ignorant

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o the offense +3(g)(3) The organization clearly demonstrated recognitionand affirmative acceptance o responsibility for itscriminal conduct - ]TOTAL

Calculation o Fine Range:

Base Fine 45,500,000Multipliers ] .40(min)/2.80 (max)Fine Range 63,700,000 / ] 27,400,000

17. Pursuant to Rule 1 1 c) (l)(C) o the Federal Rules o Criminal Procedure, theDepartment and the Defendant agree that the following represents the appropriate disposition othe case:

a. Fine. Pursuant to Fed. R. Crim. P. 11(c)(l)(C), the United States and theDefendant agree that the appropriate disposition o this case is, and agree to recommendjointly, that the Court impose a sentence requiring the Defendant to pay a criminal fine o

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$88,000,000, payable in full on or before the tenth (lOth) day after the date of ju gment( the recommended sentence ). The Defendant acknowledges that no United States taxdeduction may be sought in connection with the payment of any part of this $88,000,000fine. The Department believes that a fine of $88,000,000 is the appropriate dispositionbased on the following factors and those in 18 U.S.C. 3553(a): (1) the nature andseriousness of the offense; (2) the Defendant's failure to voluntarily disclose the conduct;(3) the Defendant's refusal to cooperate with the Department's investigation when giventhe opportunity to do so; (4) the lack of an effective compliance and ethics program at thetime of the offense; (5) the Defendant's failure to properly remediate; and (6) theDefendant's history of prior criminal misconduct.

b Mandatory Special Assessment. The Defendant shall pay to the Clerk ofthe Court for the United States District Court for the District of Connecticut within ten(10) days of the time of sentencing the mandatory special assessment of $400 per count.18. The parties further agree, with the permission of the Court, to waive the

requirement of a Pre-Sentence Investigation Report pursuant to Federal Rule of CriminalProcedure 32(c)(1 )(A)(ii), based on a finding by the Court that the record contains infonnationsufficient to enable the Court to meaningfully exercise its sentencing power. The parties agree,however, that in the event the Court orders the preparation of a Pre-Sentence InvestigationReport prior to sentencing, such order will not affect the agreement set forth herein.

19. The parties further agree to ask the Court's permission to combine the entry of theplea and sentencing into one proceeding, and to conduct the plea and sentencing hearings of theDefendant in one proceeding. The parties agree, however, that in the event the Court orders that

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the entry of the guilty plea and sentencing hearing occur at separate proceedings, such an orderwill not affect the agreement set forth herein.

20. This Agreement is presented to the Court pursuant to Fed. R. Crim.P11 (c)(1 )(C). The Defendant understands that, if the Court rejects this Agreement, the Courtmust: (a) infonn the parties that the Court rejects the Agreement; (b) advise the Defendant scounsel that the Court is not required to follow the Agreement and afford the Defendant theopportunity to withdraw its plea; and (c) advise the Defendant that if the plea is not withdrawn,the Court may dispose of the case less favorably toward the Defendant than the Agreementcontemplated. The Defendant further understands that ifthe Court refuses to accept anyprovision of this Agreement, neither party shall be bound by the provisionsof the Agreement.

21. In the event the Court directs the preparationof a Pre-Sentence InvestigationReport, the Department will fully infonn the preparerof the Pre-Sentence Investigation Reportand the Court of the facts and law related to the Defendant s case. If the Court orders a Pre-Sentence Investigation Report or a separate sentencing date, the parties agree to waive the t imerequirements for disclosure of and objections to the Pre-Sentence Investigation Report underFed. R. Crim. P 32(e), so as to accommodate a sentencing hearing prior to the date that wouldotherwise apply. t the time of the plea hearing, the parties will suggest mutually agreeable andconvenient dates for the sentencing hearing with adequate time for (a) any objections to the Pre-Sentence Report, and (b) consideration by the Courtof the Pre-Sentence Report and the partiessentencing submissions.

Breach o greement22. If the Department detennines, in its sole discretion, that the Defendant has

breached the Agreement by committing any federal felony subsequent to the dateofthis13



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Agreement, or has provided or provides deliberately false, incomplete, or misleading informationin connection with this Agreement, or otherwise failing to meet its obligations under this

Agreement, (a) the Department will be free from its obligations under the Agreement and maytake whatever position it believes appropriate as to the sentence; (b) the Defendant will not havethe right to withdraw the guilty plea; (c) the Defendant shall be fully subject to criminalprosecution for any other crimes that it has committed or might commit, i any, including perjuryand obstruction o ustice; and (d) the Department will be free to use against the Defendant,directly and indirectly, in any criminal or civil proceeding any o the information or materialsprovided by the Defendant or others prior or pursuant to this Agreement, including but notlimited to Exhibit 3

23. In the event that the Department believes that the Defendant has breached thisAgreement, the Department agrees to provide the Defendant with written notice o such breach.The Defendant shall, within thirty (30) days o receipt o such notice, have the opportunity torespond to the Department in writing to explain the nature and circumstances o such breach, aswell as the actions the Defendant has taken to address and remediate the situation. In the evento a breach o this Agreement by the Defendant, i the Department elects to pursue criminalcharges, or any civil or administrative action that was not filed as a result o this Agreement,then:

a The Defendant agrees that any applicable statute o limitations is tolledbetween the date o the Defendant s signing o this Agreement and the discovery by theDepartment o any breach by the Defendant plus one year; and

b The Defendant gives up all defenses based on the statute o limitations (asdescribed in Paragraph 12), any claim o pre-indictment delay, or any speedy trial claim with

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respect to any such prosecution or action, except to the extent that such defenses existed as ofthedate of the signing of this Agreement.

Public Statements by the efendant24. The Defendant expressly agrees that it shall not, through present or future

attorneys, officers, directors, employees, agents or any other person authorized to speak for theDefendant make any public statement, in litigation or otherwise, contradicting the acceptance ofresponsibility by the Defendant set forth above or the facts described in the Information andExhibit 3 Any such contradictory statement shall, subject to cure rights of the Defendantdescribed below, constitute a breach of this Agreement, and the Defendant thereafter shall besubject to prosecution as set forth in Paragraphs 22-23 of this Agreement. The decision whetherany public statement by any such person contradicting a fact contained in the Information orExhibit 3 will be imputed to the Defendant for the purpose of detennining whether it hasbreached this Agreement shall be at the sole discretion of the Department. f the Departmentdetermines that a public statement by any such person contradicts in whole or in part a statementcontained in the Information or Exhibit 3, the Department shall so notify the Defendant, and theDefendant may avoid a breach of this Agreement by publicly repudiating such statement s)within five 5) business days after notification. The Defendant shall be permitted to raisedefenses and to assert affirmative claims in other proceedings relating to the matters set forth inthe Information and Exhibit 3 provided that such defenses and claims do not contradict, in wholeor in part, a statement contained in the Infonnation or Exhibit 3. This Paragraph does not applyto any statement made by any present or fonner officer, director, employee, or agent of theDefendant in the course of any criminal, regulatory, or civil case initiated against suchindividual, unless such individual is speaking on behalf of the Defendant.

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25. The Defendant agrees that i it or any o its direct or indirect subsidiaries or

affiliates issues a press release or holds any press conference in connection with this Agreement,the Defendant shall first consult the Department to determine a) whether the text o the releaseor proposed statements at the press conference are true and accurate with respect to mattersbetween the Department and the Defendant; and b) whether the Department has any objection tothe release or statement.

Complete greement26. This document states the full extent o the Agreement between the parties. There

are no other promises or agreements, express or implied. Any modification o this Agreementshall be valid only i set forth in writing in a supplemental or revised plea agreement signed byall parties.

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AGREED:FOR MARUBENI CORPORATION:

Date: ft ~ I ? f

FOR THE DEPARTMENT OF JUSTICE:

J : h ~'&1lCHAEL J. ~ A ~ S O NFIRST ASSISTANT U.S. ATTORNEYDISTRICT OF CONNECTICUT

O V I C K . 1. =:::ASSISTANT U.S. ATTORNEY

~ Yutaka Nomura()v Managing Executive Officer, Member ofthe Board: COO, Legal DepartmentChainnan ofCornp liance CommitteeMarubeni CoJPoration

By: fldJvf

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Marc WeinsteinHughes Hubbard & Reed LLPOutside counsel for Marubeni Corporation

. J NUD BCTION

l G . - l \ . J . V L DNISIONU.S. DEPARTMENT OF JUSTICEkJ l iDANIEL S. KAHNASSISTANT CHIEF



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EXECUTIVE OFFICER S CERTIFICATEI have read this Agreement and carefully reviewed every part of it with outside counsel

for MARUBENI CORPORATION ( MalUbeni ) . I understand the tenns of this Agreement andvoluntarily agree, on behalf of Marubeni, to each of its terms. Before signing this Agreement, Iconsulted outside counsel for Marubeni. Counsel fully advised me of the rights of Marubeni, ofpossible defenses, of the Sentencing Guidelines' provisions, and of the consequences of enteringinto this Agreement.

I have carefully reviewed the tenns of this Agreement with the Board of Directors ofMarubeni. I have advised and caused outside counsel for Marubeni to advise the Board ofDirectors fully of the rights ofMarubeni, of possible defenses, ofthe Sentencing Guidelines'provisions, and of the consequences of entering into the Agreement.

No promises or inducements have been made other than those contained in thisAgreement. Furthennore, no one has threatened or forced me, or to my knowledge any personauthorizing this Agreement on behalfof Marubeni, in any w y to enter into this Agreement. Im also satisfied with outside counsel's representation in this matter.

I certify that I m ~ ~ g i n g Executive Officer, Member of the Board: COO, LegalDepartment & Chairman of Compliance Committee for Marubeni, and that I have been dulyauthorized by Marubeni to execute this Agreement on behalf of Marubeni.



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The Board ofDirectors has also authorized me to delegate authority t Koichi Ariizumithe Deputy General Manager Legal Department ofMarubeni to appear in court and enter a pleon behalf of Marubeni.

Date: ; t .2014 MARUBENI CORPORATIONBy. ~~ N o m u r a

~ l 6 ' Managing Executive Officer Member of the Board: COOLegal Department Chairman ofCompliance Committee



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CERTIFIC TE OF COUNSELI am counsel for MARUBENI CORPORATION (the Defendant ) in the matter covered

by this Agreement. n connection with such representation. I have examined the relevantdocuments and have discussed the terms of his Agreement with the Defendant's Board ofDirectors. Based on our review of the foregoing materials and discussions, I am of the opinionthat the representative of the Defendant has been duly authorized to enter into this Agreement onbehalfof the Defendant and that this Agreement has been duly and validly authorized, executed,and delivered on behalfof the Defendant and is a valid and binding obligation ofth Defendant.Further, I have carefully reviewed the terms of this Agreement with the Board of Directors andthe Managing Executive Officer, Member of the Board: COO, Legal Department Chairman ofCompliance Committee of the Defendant. I have fully advised them of the rights of theDefendant, of possible defenses, of the Sentencing Guidelines' provisions and of theconsequences of entering into this Agreement. To my knowledge, the decision ofth Defendantto enter into this Agreement, based on the authorization of the Board ofDirectors, is an informedand voluntary one. Further, I have carefully reviewed Exhibit 3 with my client. To myknowledge, the decision of the Defendant to stipulate to these facts, based on the authorization ofthe Board ofDirectors, is an informed and voluntary one.

By:ate: ~ - { = - - - - - - - 2014 Marc WeinsteinHughes Hubbard Reed LLPOutside counsel for Marubeni Corporation



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EXHIBIT

CERTIFICATE OF CORPORATE RESOLUTIONS

A copy o the executed Certificate o Corporate Resolutions s annexed hereto asExhibit 1.



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EXHIBIT

CERTIFICATE OF CORPORATE APPROVALI Kazunobu Teraoka, General Manager of the Legal Department ofMarubeni

Corporation, a corporation duly organized and existing under the laws of Japan, with its principaloffice at 4-2, Ohtemachi l-chome, Chiyoda-ku, Tokyo, Japan (hereinafter the Corporation ),hereby certify that:

1. The Corporation has been engaged in discussions with the United StatesDepartment of Justice, Criminal Division, Fraud Section (the Department ) about certain illegalconduct described in Exhibit 3 to a certain Plea Agreement proposed to be entered into betweenthe Department and the Corporation (the Agreement ).

2. In order to resolve such discussions, the Board of Directors has considered thatthe Corporation enter into the Agreement with the Department.

3. The Company's Senior Managing Executive Officer, Member of the Board: COO,Legal Department & Chairman of Compliance Committee, together with outside counsel for theCorporation, have advised the members of the Board of Directors of the Corporation of its rights,possible defenses, the Sentencing Guidelines' provisions, and the consequences of entering intosuch agreement with the Department.

4. t a meeting ofthe board of directors of this Corporation duly convened on the14th day ofMarch, 2014, the execution, delivery and performance by this Corporation of theAgreement with the United States of America was duly approved by this Corporation and theapproval has not been amended or revoked in any respect and remains in full force and effect.



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5 Mr. Yutaka Nomura, who has executed the Agreement on behalf of theCorporation, is Senior Managing Executive Officer, Member of the Board: Chief OperatingOfficer of the Legal Department of this Corporati on and has authority to execute and deliver theAgreement in the name of and on behalfof this Corporation; and

6 Mr. Koichi Ariizumi is Deputy General Manager, Legal Depaltment of thisCorporation and has authority to appear in court and enter a ple on beh lf ofthis Corporation.

IN WITNESS WHEREOF, I have signed this Certificate of Corporate Approval on this14th day of March, 2014.

Kazunobu TeraokaGeneral ManagerLegal DepartmentMarubeni Corporation

2Case 3:14-cr-00052-JBA Document 5 Filed 03/19/14 Page 23 of 30


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EXHIBIT 2CORPOR TE COMPLI NCE PROGR M

In order to address any deficiencies in its internal controls, compliance code, policies,and procedures regarding compliance with the Foreign Corrupt Practices Act ( FCPA ), 15U.S.C. 78dd-l, et seq. and other applicable anti-corruption laws, Marubeni Corporation (theCompany ) agrees to continue to conduct, in a manner consistent with all o its obligations

under this Agreement, appropriate reviews o its existing internal controls, policies, andprocedures.

Where necessary and appropriate, the Company agrees to adopt new or to modifyexisting internal controls, compliance code, policies, and procedures in order to ensure that itmaintains: (a) a system o internal accounting controls designed to ensure that the Companymakes and keeps fair and accurate books, records, and accounts; and (b) a rigorous anticorruption compliance program that includes policies and procedures designed to detect anddeter violations o the FCPA and other applicable anti-corruption laws. At a minimum, thisshould include, but not be limited to, the following elements to the extent they are not alreadypart o the Company's existing internal controls, compliance code, policies, and procedures:

High-Level Commitment1 The Company will ensure that its directors and senior management provide

strong, explicit, and visible support and commitment to its corporate policy against violations othe anti-corruption laws and its compliance code.

Policies nd Procedures2 The Company will develop and promulgate a clearly articulated and visible

corporate policy against violations o the FCPA and other applicable foreign law counterparts



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(collectively, the anti-corruption laws, ), which policy shall be memorialized in a writtencompliance code.

3 The Company will develop and promulgate compliance policies and proceduresdesigned to reduce the prospect o violations o the anti-corruption laws and the Company'scompliance code, and the Company will take appropriate measures to encourage and support theobservance o ethics and compliance policies and procedures against violation o the anticorruption laws by personnel at all levels o the Company. These anti-corruption policies andprocedures shall apply to all directors, officers, and employees and, where necessary andappropriate, outside parties acting on behalf o the Company in a foreign jurisdiction, includingbut not limited to, agents and intermediaries, consultants, representatives, distributors, teamingpartners, contractors and suppliers, consortia, and joint venture partners (collectively, agentsand business partners ). The Company shall notify all employees that compliance with thepolicies and procedures is the duty o individuals at all levels o the company. Such policies andprocedures shall address:

a gifts;b. hospitality, entertainment, and expenses;c customer travel;d political contributions;e charitable donations and sponsorships;f facilitation payments; andg solicitation and extortion.

4 The Company will ensure that it has a system o financial and accountingprocedures, including a system o internal controls, reasonably designed to ensure the



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maintenance o fair and accurate books, records, and accounts. This system should be designedto provide reasonable assurances that:

a transactions are executed in accordance with management s general orspecific authorization;

b. transactions are recorded as necessary to pennit preparation o financialstatements in confonnity with generally accepted accounting principles or any other criteriaapplicable to such statements, and to maintain accountability for assets;

c access to assets is pennitted only in accordance with management sgeneral or specific authorization; and

d the recorded accountability for assets is compared with the existing assetsat reasonable intervals and appropriate action is taken with respect to any differences.

Periodic Risk Based Review5 The Company will develop these compliance policies and procedures on the

basis o a periodic risk assessment addressing the individual circumstances o the Company, inparticular the foreign bribery risks facing the Company, including, but not limited to, itsgeographical organization, interactions with various types and levels o government officials,industrial sectors o operation, involvement in joint venture arrangements, importance o licensesand pennits in the Company s operations, degree o governmental oversight and inspection, andvolume and importance o goods and personnel clearing through customs and immigration.

6 The Company shall review its anti-corruption compliance policies andprocedures no less than annually and update them as appropriate to ensure their continuedeffectiveness, taking into account relevant developments in the field and evolving internationaland industry standards.



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Proper Oversight nd Independence7 The Company will assign responsibility to one or more senior corporate

executives o the Company for the implementation and oversight o the Company s anticorruption compliance code, policies, and procedures. Such corporate official(s) shall have theauthority to report directly to independent monitoring bodies, including internal audit, theCompany s Board o Directors, or any appropriate committee o the Board o Directors, andshall have an adequate level o autonomy from management as well as sufficient resources andauthority to maintain such autonomy.

Training nd uidance8 The Company will implement mechanisms designed to ensure that its anti-

corruption compliance code, policies, and procedures are effectively communicated to alldirectors, officers, employees, and, where necessary and appropriate, agents and businesspartners. These mechanisms shall include: (a) periodic training for all directors and officers, allemployees in positions o leadership or trust, positions that require such training (e.g., internalaudit, sales, legal, compliance, finance), or positions that otherwise pose a corruption risk to theCompany, and, where necessary and appropriate, agents and business partners; and (b)corresponding certifications by all such directors, officers, employees, agents, and businesspartners, certifying compliance with the training requirements.

9 The Company will maintain, or where necessary establish, an effective systemfor providing guidance and advice to directors, officers, employees, and, where necessary andappropriate, agents and business partners, on complying with the Company s anti-corruptioncompliance code, policies, and procedures, including when they need advice on an urgent basisor in any foreign jurisdiction in which the Company operates.



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Internal Reporting nd Investigation10 The Company wilI maintain, or where necessary establish, an effective system

for internal and, where possible, confidential reporting by, and protection of, directors, officers,employees, and, where appropriate, agents and business partners concerning violations o theanti-corruption laws or the Company s anti-corruption compliance code, policies, andprocedures.

11 The Company will maintain, or where necessary establish, an effective andreliable process with sufficient resources for responding to, investigating, and documentingallegations o violations o the anti-corruption laws or the Company s anti-corruptioncompliance code, policies, and procedures.

Enforcement nd Disc pline12 The Company wilI implement mechanisms designed to effectively enforce its

compliance code, policies, and procedures, including appropriately incentivizing compliance anddisciplining violations.

13. The Company will institute appropriate disciplinary procedures to address,among other things, violations o the anti-corruption laws and the Company s anti-corruptioncompliance code, policies, and procedures by the Company s directors, officers, and employees.Such procedures should be applied consistently and fairly, regardless o the position held by, orperceived importance of, the director, officer, or employee. The Company shall implementprocedures to ensure that where misconduct is discovered, reasonable steps are taken to remedythe harm resulting from such misconduct, and to ensure that appropriate steps are taken toprevent further similar misconduct, including assessing the internal controls, compliance code,



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policies, and procedures and making modifications necessary to ensure the overall anticorruption compliance program is effective.

Third Party Relationships14 The Company will institute appropriate risk-based due diligence and compliance

requirements pertaining to the retention and oversight o all agents and business partners,including:

a properly documented due diligence pertaining to the hiring andappropriate and regular oversight o agents and business partners;

b informing agents and business partners o the Company s commitment toabiding by anti-corruption laws, and o the Company s anti-corruption compliance code,policies, and procedures; and

c seeking a reciprocal commitment from agents and business partners.15 Where necessary and appropriate, the Company will include standard provisions

in agreements, contracts, and renewals thereof with all agents and business partners that arereasonably calculated to prevent violations o the anti-corruption laws, which may, dependingupon the circumstances, include: (a) anti-corruption representations and undertakings relating tocompliance with the anti-corruption laws; (b) rights to conduct audits o the books and records othe agent or business partner to ensure compliance with the foregoing; and ( c) rights to terminatean agent or business partner as a result o any breach o the anti-corruption laws, the Company scompliance code, policies, or procedures, or the representations and undertakings related to suchmatters.



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Mergers and cquisitions16 The Company will develop and implement policies and procedures for mergers

and acquisitions requiring that the Company conduct appropriate risk-based due diligence onpotential new business entities, including appropriate FCPA and anti-corruption due diligence bylegal, accounting, and compliance personnel.

17 The Company will ensure that the Company s compliance code, policies, andprocedures regarding the anti-corruption laws apply as quickly as is practicable to newlyacquired businesses or entities merged with the Company and will promptly:

a train the directors, officers, employees, agents, and business partnersconsistent with Paragraph 8 above on the anti-corruption laws and the Company s compliancecode, policies, and procedures regarding anti-corruption laws; and

b where warranted, conduct an FCPA-specific audit o all newly acquiredor merged businesses as quickly as practicable.

Monitoring nd Testing18. The Company will conduct periodic reviews and testing o its anti-corruption

compliance code, policies, and procedures designed to evaluate and improve their effectivenessin preventing and detecting violations o anti-corruption laws and the Company s anti-corruptioncode, policies, and procedures, taking into account relevant developments in the field andevolving international and industry standards.


Documents

Marubeni Plea Agreement