PROSPECTUS SUPPLEMENT(To prospectus dated August 4, 2023)

MUFG

Mitsubishi UFJ Financial Group, Inc.
$750,000,000 8.2% Fixed Rate Resetting Perpetual Subordinated Debt Securities
Mitsubishi UFJ Financial Group, Inc., or MUFG or the Company, expects to issue $750,000,000 aggregate principal amount of 8.2% Fixed
Rate Resetting Perpetual Subordinated Debt Securities, or the Securities, pursuant to a perpetual subordinated indenture, to be entered into
on or about October 26, 2023, or the Indenture.
The Securities will bear interest from (and including) October 26, 2023 to (but excluding) January 15, 2029 at the fixed per annum rate set
forth above, payable semi-annually in arrears on January 15 and July 15 of each year, with the first interest payment to be made on
January 15, 2024 (short first coupon). The rate of interest on the Securities will be reset on January 15, 2029 and each fifth year anniversary
thereafter, each a Reset Date, to a fixed per annum rate equal to the U.S. Treasury Rate (as defined below) as determined by the calculation
agent on the applicable Reset Determination Date (as defined below), plus 3.294%, payable semi-annually in arrears on January 15 andJuly 15 of each year.
Under the terms of the Securities, we are permitted in our sole discretion to, and in certain circumstances will be required to, cancel
payments of interest on the Securities. Cancelled interest will not accumulate or be due on any subsequent date, and non-payment of suchinterest will not constitute a default by us.
The Securities are perpetual and have no fixed maturity or fixed redemption date. You do not have the right to call for redemption, or
accelerate the payment of principal, of the Securities.
The Securities will be written down in full or in part upon the occurrence of a Capital Ratio Event, a Non-Viability Event or a Bankruptcy
Event (each as defined in the accompanying prospectus).
We may at our option and in our sole discretion redeem the Securities in whole, but not in part, on each Reset Date at 100% of their principal
amount plus any accrued and unpaid interest to (but excluding) the date fixed for redemption, if and to the extent not cancelled, subject tocertain conditions. In addition, we may at our option redeem the Securities in whole, but not in part, upon the occurrence of certain tax orregulatory events at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date fixed for redemption,
if and to the extent not cancelled, subject to certain conditions.
The Securities are intended to qualify as our Additional Tier 1 Capital (as defined in the accompanying prospectus) and as external total
loss-absorbing capacity, or External TLAC, debt under the applicable Japanese laws and regulations. The Securities constitute theCompany’s direct and unsecured obligations that are conditional and, in the event of the Company’s liquidation, will be subordinated toall of the Company’s existing and future obligations other than liabilities under the Securities and the Company’s liabilities that rank
effectively pari passu with or subordinate to the Securities as to liquidation distributions, will rank pari passu with the Company’s
liabilities that rank effectively pari passu with the Securities as to liquidation distributions, and will rank senior in priority only to any
payments to holders of the Company’s common shares, subject to a principal write-down. The Securities will be structurally subordinated to
the liabilities of the Company’s subsidiaries.
We have made an application to the Luxembourg Stock Exchange to list the Securities on the official list of the Luxembourg Stock Exchange
and for the Securities to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s
Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying
prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129(the “Prospectus Regulation”) or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the “UK Prospectus Regulation”).
MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus inconnection with market-making transactions in the Securities after their initial sale.
Investing in the Securities involves risks. See “Risk Factors” beginning on page SP-1 of this prospectus supplement and on page 7 of theaccompanying prospectus and as incorporated by reference herein from our most recent annual report on Form 20-F.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary isa criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or
the FDIC, the Deposit Insurance Corporation of Japan or any other governmental agency or instrumentality in the United States, Japan or
any other jurisdiction.

Per Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Price to Public(1)Underwriting Discounts
and Commissions(2)Proceeds to us(before expenses)(1)100.000%$750,000,000

1.000%$7,500,000

99.000%$742,500,000(1) Plus accrued interest, if any, after October 26, 2023.
(2) For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”The Securities are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust Company, orDTC, for the accounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream,
Luxembourg, on or about October 26, 2023.

Joint Lead Managers and Joint Bookrunners
MORGAN STANLEY

MUFG
J.P. Morgan

Barclays

Senior Co-Managers
BofA Securities

BNP PARIBAS
Crédit Agricole CIB

Co-Managers
HSBC
NatixisNomuraRBC Capital Markets

The date of this prospectus supplement is October 18, 2023

Citigroup
TD Securities
Société Générale Corporate& Investment Banking
Wells Fargo Securities

TABLE OF CONTENTS
Page

About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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S-1
SP-1
SP-2
SP-3
SP-5
SP-11
SP-18
SP-20
SP-20

About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Fixed-Term Subordinated Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Perpetual Subordinated Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Similar Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitations on Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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ABOUT THIS PROSPECTUS SUPPLEMENT
In making an investment decision, you should rely only on the information provided or incorporated byreference in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus
that we prepare or authorize. We have not authorized anyone to provide you with different or additional
information. You should not assume that the information in this prospectus supplement, the accompanying
prospectus or any related free-writing prospectus that we prepare or authorize or in any document incorporated
by reference herein or therein is accurate as of any date after its date.
The distribution of this prospectus supplement, the accompanying prospectus and any related free-writingprospectus that we prepare or authorize and the offering of the Securities in certain jurisdictions may be restrictedby law. This prospectus supplement, the accompanying prospectus and any related free-writing prospectus that
we prepare or authorize do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters
or any of them, to subscribe to or purchase any of the Securities, and may not be used for or in connection with
an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or toany person to whom it is unlawful to make such an offer or solicitation.
The Securities may not be a suitable investment for all investors and you must determine on your own orwith the assistance of a financial adviser the suitability of an investment in the Securities in light of your own
circumstances. You should not invest in the Securities unless you have the knowledge and expertise, either on
your own or with the assistance of a financial adviser, to evaluate how the Securities will perform under changing
conditions, the effect on the value of the Securities of the uncertainty relating to whether and how the Securities
will be qualified or treated under the Japanese banking laws and regulations, the characteristics of the Securities
such as the principal write-down and interest cancellation features, redemption options and applicable
subordination provisions and structural subordination, the accounting, legal, regulatory and tax implications of apurchase, and the holding and disposal of an interest in the Securities, the impact this investment will have on
your overall investment portfolio, and the use of proceeds from the sale of the Securities. Prior to making an
investment decision, you should consider carefully, in light of your own financial circumstances and investment
objectives, all the information contained in this prospectus supplement, the accompanying prospectus and any
related free-writing prospectus that we prepare or authorize and in any document incorporated by reference
herein and therein and in any applicable supplement to this prospectus supplement.

As used in this prospectus supplement, the terms “MUFG,” “we,” the “Company” and the “Group”
generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time to time as
the context requires, may refer to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity, except thaton the cover page of this prospectus supplement under the heading “Joint Lead Managers and Joint Bookrunners”
and on the back cover page of this prospectus supplement under “Prospectus Supplement,” the reference to“MUFG” is to MUFG Securities Americas Inc.
In this prospectus supplement, references to “yen” or “¥” are to Japanese yen, references to “U.S. dollars,”“dollars,” “U.S.$” or “$” are to United States dollars, references to “AU$” are to Australian dollars, andreferences to “euro” or “€” refer to the currency of those member states of the European Union which areparticipating in the European Economic and Monetary Union pursuant to the Treaty of the European Union.
Unless otherwise specified, the financial information presented in this prospectus supplement and ourconsolidated financial statements, which are incorporated by reference in this prospectus supplement, areprepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our
fiscal year ends on March 31 of each year.
Some of our financial information contained or incorporated by reference herein, where specified, is preparedin accordance with accounting principles generally accepted in Japan, or Japanese GAAP. We currently reportiiour financial results in accordance with Japanese GAAP on a quarterly basis for purposes of Japanese banking
regulatory reporting requirements, including our regulatory capital reporting requirements, as well as forpurposes of Japanese securities regulatory and Tokyo Stock Exchange reporting requirements. Moreover, someof the interest cancellation terms applicable to the Securities are based on the Company’s financial results on a
non-consolidated basis in accordance with Japanese GAAP. The basis of our financial information prepared inaccordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial
information prepared in accordance with Japanese GAAP. For information on certain differences between
U.S. GAAP and Japanese GAAP, see Exhibit 99(b) “Unaudited Reverse Reconciliation of Selected Financial
Information” attached to our most recent annual report on Form 20-F, which is incorporated by reference herein.
You should consult your own professional advisers, as necessary, for a more complete understanding of thedifferences among U.S. GAAP, Japanese GAAP, International Financial Reporting Standards and any othergenerally accepted accounting principles applicable in your jurisdiction and how such differences affect thefinancial information contained or incorporated by reference herein.
In this prospectus supplement, unless otherwise indicated or the context otherwise requires, all figures arerounded to the figures shown except for our Japanese GAAP financial information and regulatory ratios, which
are rounded down and truncated to the figures shown. In some cases, figures presented in tables are adjusted tomatch the sum of the figures with the total amount.

The Securities have not been and will not be registered under the Financial Instruments and Exchange Act
of Japan (Act No. 25 of 1948, as amended; the “Financial Instruments and Exchange Act”) and are subject to theSpecial Taxation Measures Act of Japan (Act No. 26 of 1957, as amended; the “Special Taxation MeasuresAct”). The Securities may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (whichterm as used in this sentence means any person resident of Japan, including any corporation or other entity
organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or forthe benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, andotherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws,
regulations and governmental guidelines of Japan. The Securities are not, as part of the distribution by theunderwriters pursuant to the underwriting agreement dated the date of this prospectus supplement at any time, tobe directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is,(i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an
individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special
relationship with the Company as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a“specially-related person of the Company”) or (ii) a Japanese financial institution, designated in Article 6,
Paragraph 11 of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation
Measures Act. BY SUBSCRIBING FOR THE SECURITIES, AN INVESTOR WILL BE DEEMED TO
HAVE REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii)
ABOVE.
Interest payments on the Securities will generally be subject to Japanese withholding tax unless it isestablished that such Securities are held by or for the account of a beneficial owner that is (i) for Japanese tax
purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-residentof Japan or a non-Japanese corporation that in either case is a specially-related person of the Company, (ii) a
Japanese designated financial institution described in Article 6, Paragraph 11 of the Special Taxation Measures
Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public
corporation, a Japanese financial institution or a Japanese financial instruments business operator described in
Article 3-3, Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax
exemption under that paragraph.
Interest payments on the Securities to an individual resident of Japan, to a Japanese corporation notdescribed in the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation thatiii

in either case is a specially-related person of the Company will be subject to deduction in respect of Japaneseincome tax at a current rate of 15.315% (15% on or after January 1, 2038) of the amount of such interest.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The Securities are not intended to beoffered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any
retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (asamended, “EU MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the“Insurance Distribution Directive”) where that customer would not qualify as a professional client as defined inpoint (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
PROHIBITION OF SALES TO U.K. RETAIL INVESTORS—The Securities are not intended to beoffered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any
retail investor in the United Kingdom (the “U.K.”). For these purposes, a retail investor means a person who isone (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the“FSMA”), and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document
required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “U.K. PRIIPs
Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the
U.K. has been prepared and therefore offering or selling the Securities or otherwise making them available to any
retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation.
Singapore Securities and Futures Act Product Classification—Solely for the purposes of our obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified
or amended from time to time (the “SFA”), we have determined, and hereby notify all relevant persons (asdefined Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018).

iv

FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation ReformAct of 1995. Forward-looking statements do not relate strictly to historical or current facts and include statements
regarding our current intent, business plan, targets, belief or expectations or the current belief or current
expectations of our management with respect to our results of operations and financial condition, including,among other matters, our problem loans and loan losses, our capital ratios and other regulatory ratios, and ourdividend payments contained in our most recent annual report on Form 20-F and other documents incorporated
by reference in this prospectus supplement.
In many, but not all, cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,”“hope,” “intend,” “may,” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar
expressions, as they relate to us or our management, to identify forward-looking statements. These statements
reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect,
actual results may vary materially from those which are aimed anticipated, believed, estimated, expected,
intended or planned, or otherwise stated.
Our forward-looking statements are not guarantees of future performance and involve risks anduncertainties. Actual results may differ from those in the forward-looking statements as a result of various
factors. Important factors that could cause actual results to differ materially from estimates or forecasts containedin the forward-looking statements include those which are discussed in this prospectus supplement, theaccompanying prospectus and our most recent annual report on Form 20-F and other documents incorporated byreference in this prospectus supplement and the accompanying prospectus.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of
their respective dates. We are under no obligation, and disclaim any obligation, to update or alter any forwardlooking statements, whether as a result of new information, future events or developments, or otherwise, unlessrequired by law.

WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. Documents filed with the SEC are available to the
public on the SEC’s internet website at http://www.sec.gov.
This prospectus supplement is part of a registration statement on Form F-3 that we filed with the SEC. The
registration statement, including the attached exhibits, contains additional relevant information about us and the
securities that may be offered from time to time.

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INCORPORATION OF DOCUMENTS BY REFERENCEThe SEC allows us to “incorporate by reference” in this prospectus supplement and the accompanying
prospectus some or all of the documents we file with the SEC. This means:•the information in a document that is incorporated by reference is considered to be a part of thisprospectus supplement and the accompanying prospectus;•

we can disclose important information to you by referring you to those documents; and•information that we file with the SEC will automatically update and modify or supersede some of theinformation included or incorporated by reference in this prospectus supplement and the accompanying
prospectus.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if anyof the statements in this prospectus supplement or the accompanying prospectus or in any document incorporated
by reference herein or therein have been modified or superseded. The accompanying prospectus describes
documents that are incorporated by reference into the accompanying prospectus and this prospectus supplement.
See “Incorporation of Documents by Reference” in the accompanying prospectus.
The documents incorporated by reference into this prospectus supplement and the accompanying prospectus
include:•our annual report on Form 20-F for the fiscal year ended March 31, 2023, filed with the SEC on
July 24, 2023,•

our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP
as of and for the three months ended June 30, 2023, furnished to the SEC on August 1, 2023, except for
the forward-looking statements which were made as of the date thereof,•

our current report on Form 6-K relating to our additional financial information under Japanese GAAP
as of and for the three months ended June 30, 2023, and certain other additional information, furnishedto the SEC on August 14, 2023, and•our current report on Form 6-K/A relating to our regulatory capital ratios as of June 30, 2023, furnishedto the SEC on August 25, 2023.

In addition, we incorporate by reference in this prospectus supplement all subsequent annual reports filed on
Form 20-F and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
U.S. Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, and certain reports on Form 6-K,
which we furnish to the SEC, if they state that they are incorporated by reference in this prospectus supplement,
after the date of this prospectus supplement until the offering contemplated in this prospectus supplement iscompleted. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (orportions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report
expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.
Our annual report on Form 20-F for the fiscal year ended March 31, 2023 contains:•

Report of Independent Registered Public Accounting Firm on page F-3,•

Consolidated Balance Sheets as of March 31, 2022 and 2023, starting on page F-7,•

Consolidated Statements of Operations for the Fiscal Years ended March 31, 2021, 2022 and 2023,
starting on page F-9,•

Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31, 2021, 2022
and 2023 on page F-11,vi•Consolidated Statements of Equity for the Fiscal Years ended March 31, 2021, 2022 and 2023, startingon page F-12,•

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2021, 2022 and 2023,
starting on page F-14,•

Notes to Consolidated Financial Statements, starting on page F-16, and•Unaudited Reverse Reconciliation of Selected Financial Information as of and for the fiscal year ended
March 31, 2022, filed as Exhibit 99(b).

We will provide you without charge upon written or oral request a copy of any of the documents that areincorporated by reference in this prospectus supplement. If you would like us to provide you with any of these
documents, please contact us at the following address or telephone number: 7-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office (telephone: +81-3-3240-8111).
Copies of this prospectus supplement as well as copies of documents incorporated by reference in thisprospectus supplement that have been published may be inspected, free of charge, at the website of the
Luxembourg Stock Exchange at www.luxse.com.
Except as described above, no other information is incorporated by reference in this prospectus supplement(including, without limitation, information on our website at https://www.mufg.jp/).
Selected Financial Data
For certain selected financial data relating to us, see “Item 5. Operating and Financial Review andProspects—Summary of Financial Data” in our most recent annual report on Form 20-F on file with the SEC
incorporated by reference herein.

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SUMMARYThis summary highlights some of the information contained in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference herein. Because this is only a summary,it does not contain all of the information that may be important to you. You should read the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein carefully,
including the section entitled “Risk Factors” and our financial statements and related notes to those statements
included in our most recent annual report on Form 20-F and the sections entitled “Risk Factors,” “Descriptionof Perpetual Subordinated Debt Securities” and “Taxation” in the accompanying prospectus, and “Risk
Factors,” “Use of Proceeds” and “Description of the Securities” in this prospectus supplement, and otherinformation included elsewhere, or incorporated by reference, in this prospectus supplement and theaccompanying prospectus, prior to making an investment decision.

Mitsubishi UFJ Financial Group, Inc.
We are a bank holding company incorporated on October 1, 2005 as a joint stock company (kabushiki
kaisha) under the Companies Law of Japan (Law No. 86 of 2005, as amended), or the Company Law. We are oneof the world’s largest and most diversified financial groups with total assets of ¥381.7 trillion and total depositsof ¥235.3 trillion as of March 31, 2023. We are the holding company for MUFG Bank, Ltd., or the Bank,
Mitsubishi UFJ Trust and Banking Corporation, or the Trust Bank, Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd., or MUMSS (through Mitsubishi UFJ Securities Holdings Co., Ltd., or the Securities HD, anintermediate holding company), Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. We have the largest
overseas network among Japanese banks, including Bank of Ayudhya Public Company Limited, or Krungsri, andPT Bank Danamon Indonesia, Tbk., in over 50 countries. Through our subsidiaries and affiliated companies, we
engage in a broad range of financial businesses and services, including commercial banking, investment banking,trust banking and asset management services, securities businesses, and credit card businesses, and provide
related services to individuals and corporate customers in Japan and abroad. For more information, see “Item 4.
Information on the Company” in our most recent annual report on Form 20-F incorporated by reference herein.

Our Capital Raising Strategy
As part of our key strategy to achieve an optimal balance between capital efficiency and capital adequacyboth qualitatively and quantitatively, we plan to access domestic and overseas capital markets in order to secureand maintain a necessary and sufficient level of capital through issuances at the holding company level of
securities intended to qualify as our Additional Tier 1 capital, Tier 2 capital and senior External TLAC debt.
As of June 30, 2023, our total risk-adjusted capital ratio was 14.08% compared to the minimum requirementof 12.08%, our Tier 1 capital ratio was 12.36% compared to the minimum requirement of 10.08%, and our
Common Equity Tier 1 capital ratio was 10.88% compared to the minimum requirement of 8.58%. Each of theseminimum requirements included 1.50% of G-SIB surcharge, 2.50% of capital conservation buffer and 0.08% ofcounter-cyclical buffer. As of the same date, our Additional Tier 1 capital and Tier 2 capital represented 1.48%
and 1.72%, respectively, of our risk-weighted assets.
As of June 30, 2023, our leverage ratio was 5.07% compared to the minimum requirement of 3.75%, which
consisted of a minimum leverage ratio requirement at 3.00% plus a leverage ratio buffer set at 50% of the G-SIB
surcharge applicable to us. Of our leverage ratio as of June 30, 2023, our Common Equity Tier 1 capital
represented 4.46%, while our Additional Tier 1 capital represented 0.61%. On and after April 1, 2024, theapplicable minimum leverage ratio requirement is expected to be raised to 3.15%, and the applicable leverage

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ratio buffer requirement is expected to be set at 50% of a G-SIB surcharge applicable to us plus an additional
0.05%. Deposits with the Bank of Japan remain excluded from the leverage exposure for the purpose of
calculating leverage ratios.
As of June 30, 2023, we maintained 10.27% of External TLAC ratio on a total exposure basis compared tothe minimum requirement of 6.75%, each excluding deposits with the Bank of Japan from the total exposure, and20.97% of External TLAC ratio on a risk-weighted assets basis compared to the minimum requirement of
18.00%. On and after April 1, 2024, the required minimum External TLAC ratio on a total exposure basis is
expected to be raised to 7.10%, while deposits with the Bank of Japan will continue to be excluded from the total
exposure for the purpose of calculating External TLAC ratios on a total exposure basis.
Through issuances at the holding company level of perpetual subordinated debt securities denominated in
U.S. dollars, including the Securities, which are intended to qualify as our Additional Tier 1 capital, we aim toenhance our Tier 1 capital ratio, maintain our leverage ratio at a sufficient and stable level, and diversify thecurrencies in which our subordinated debt securities are denominated. We believe such enhancement of our Tier
1 capital will help us better position ourselves in the changing business and regulatory environment where weplan to continue to rebalance our strategic investment portfolio and pursue a green transformation while
preparing for the stricter regulatory capital requirements that are expected to be applied to us in the coming years.
We will also seek to flexibly manage deposits in our current account with the Bank of Japan, including by
reallocating them to Japanese government bond holdings to increase earnings, while monitoring the impact ofsuch reallocation on our capital and leverage ratios.
In light of the applicable Japanese banking regulations and orderly resolution regime, MUFG, as the groupholding company, has been the primary funding entity for the issuance of debt securities intended to qualify as
External TLAC debt, including those intended to qualify also as our Additional Tier 1 capital or Tier 2 capital,
while the Bank, the Trust Bank, the Securities HD and other subsidiaries have issued senior unsecured bonds,
which do not carry TLAC eligibility, and certificates of deposit. See “Item 4.B. Business Overview—Supervision
and Regulation—Japan” in our most recent annual report on Form 20-F. See also “Risk Factors—Risks Related
to the Debt Securities” in the accompanying prospectus.

Updates Relating to Our Japanese GAAP Financial Information
as of and for the First Quarter Ended June 30, 2023
Profits attributable to owners of parent—Our profits attributable to owners of parent for the three months
ended June 30, 2023 were ¥558.3 billion, compared to ¥113.6 billion for the same period of the previous fiscal
year. The Bank on a non-consolidated basis contributed 72%, and our equity share in the earnings of Morgan
Stanley contributed 27%, to the profits attributable to owners of parent for the three months ended June 30, 2023,
while other subsidiaries and affiliates also contributed in varying degrees. The contribution of Morgan Stanley toprofits attributable to owners of parent reflected ¥75.1 billion of estimated equity share in its earnings for thethree months ended June 30, 2023, as well as ¥79.5 billion of estimated equity share in its earnings for the threemonths ended March 31, 2023, as we have changed the timing of the application of equity method accounting toMorgan Stanley to eliminate the three-month delay in the application of such accounting in our consolidated
financial statements.
Total Loans—Total loans in our banking and trust accounts as of June 30, 2023 were ¥113.3 trillion. Of our
total loans as of the same date, loans to domestic corporate clients of the Bank and the Trust Bank in theirbanking and trust accounts combined on a simple sum basis based on their respective non-consolidated
managerial accounting data were ¥50.3 trillion, loans booked in the Bank’s overseas branches, Krungsri, Bank

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Danamon and the Bank’s subsidiaries in China, Malaysia and Europe were ¥44.1 trillion, and housing loans of
the Bank and the Trust Bank in their banking and trust accounts combined on a simple sum basis based on theirrespective non-consolidated managerial accounting data were ¥14.4 trillion.
Domestic Loans—The balance of domestic loans in our banking and trust accounts based on managerial
accounting data as of June 30, 2023 was ¥66.5 trillion. Of the balance of such loans as of the same date, loans todomestic large corporations were ¥25.1 trillion, loans to domestic small and medium-sized enterprises andproprietor-owned businesses were ¥25.1 trillion, and domestic housing loans were ¥14.4 trillion, each booked in
the banking and trust accounts of the Bank and the Trust Bank combined on a simple sum basis based on theirrespective non-consolidated managerial accounting data.
The difference in the yields on domestic loans and deposits of the Bank and the Trust Bank combined on asimple sum basis based on their respective non-consolidated managerial accounting data, excluding loans togovernment institutions, was 0.79% for the three months ended June 30, 2023, compared to 0.75% for the same
period of the previous fiscal year. The domestic lending spread on loans to domestic large corporations of the
Bank and the Trust Bank combined on the same basis, excluding loans to government institutions, increased to
0.58% for the three months ended June 30, 2023 from 0.49% for the same period of the previous fiscal year. The
domestic lending spread on loans to small and medium-sized enterprises of the Bank and the Trust Bank
combined on the same basis, excluding loans to government institutions, was 0.55% for the three months ended
June 30, 2023, compared to 0.54% for the same period of the previous fiscal year.
Overseas Loans—The balance of loans booked in the Bank’s overseas branches, Krungsri, Bank Danamon
and the Bank’s subsidiaries in China, Malaysia and Europe as of June 30, 2023 was ¥44.1 trillion. Of the balanceof such loans as of the same date, loans in the Americas were ¥15.1 trillion, loans in the Asia/Oceania region
were ¥13.6 trillion, loans in the EMEA region were ¥8.2 trillion, and loans of Krungsri were ¥5.9 trillion.
The difference in the yields on overseas loans and deposits of the Bank and the Trust Bank combined on asimple sum basis based on their respective non-consolidated managerial accounting data for the three months
ended June 30, 2023 was 1.83%, compared to 1.19% for the same period of the previous year. The overseas
lending spread of the Bank and the Trust Bank on the same basis increased to 1.25% for the three months ended
June 30, 2023, compared to 0.99% for the same period of the previous year. Net interest margins of Bank
Danamon and Krungsri, each on a local GAAP basis, were 8.4% and 3.35%, respectively, for the three months
ended June 30, 2023.
Non-Performing Loans—Our non-performing loans reported under Japanese banking regulations as ofJune 30, 2023 were ¥1,578.5 billion. Of our total non-performing loans as of the same date, such loans toborrowers located in Japan were ¥902.5 billion, such loans to borrowers located in other parts of Asia were¥404.1 billion, such loans to borrowers located in the EMEA region were ¥163.5 billion, and such loans toborrowers located in the Americas were ¥108.2 billion.
Credit Costs—Our credit costs for the three months ended June 30, 2023 were ¥41.6 billion. Of this amount,¥14.1 billion of reversal of credit costs was recorded with respect to the Bank and the Trust Bank combined on asimple sum basis, while ¥29.3 billion of credit costs was recorded with respect to overseas subsidiaries of the
Bank and the Trust Bank (for the quarter ended March 31, 2023, which is treated as coterminous with our fiscal
quarter ended June 30, 2023 on a consolidated basis), and ¥21.9 billion of credit costs was recorded with respect
to Mitsubishi UFJ NICOS and ACOM CO., LTD., each on a consolidated basis, combined on a simple sum basis.
Investment Securities—We held ¥20.9 trillion of available-for-sale Japanese government bonds and ¥18.6
trillion of available-for-sale foreign bonds as of June 30, 2023. As of the same date, unrealized losses on ouravailable-for-sale Japanese government bond portfolio were ¥79.7 billion and unrealized losses on our availablefor-sale foreign bond portfolio were ¥1,413.4 billion.

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The total balance of available-for-sale and held-to-maturity Japanese government bonds held in theinvestment securities portfolios of the Bank and the Trust Bank combined on a simple sum basis based on theirrespective non-consolidated managerial accounting data as of June 30, 2023 was ¥34.4 trillion. Of the totalbalance of such bonds as of the same date, ¥19.6 trillion had maturities within one year, ¥9.6 trillion had
maturities between one year and five years, ¥4.2 trillion had maturities between five years and ten years, and theremaining balance had maturities longer than ten years, with the average duration of such available-for-sale
Japanese government bonds being 1.5 years as of the same date.
The total balance of available-for-sale and held-to-maturity foreign bonds held in the investment securities
portfolios of the Bank and the Trust Bank combined on a simple sum basis based on their respective
non-consolidated managerial accounting data as of June 30, 2023 was ¥22.6 trillion. Of the total balance of suchbonds as of the same date, ¥3.3 trillion had maturities within one year, ¥3.7 trillion had maturities between one
year and five years, ¥4.7 trillion had maturities between five years and ten years, and the remaining balance had
maturities longer than ten years, with the average duration of such available-for-sale foreign bonds being
5.7 years as of the same date.
As part of our equity portfolio management, during the three months ended June 30, 2023, we sold down anaggregate of approximately ¥15 billion of equity securities held in our strategic equity investment portfolio on an
acquisition cost basis.
Deposits—Total deposits as of June 30, 2023 were ¥216.5 trillion. Of our total deposits as of the same date,the balance of Japanese yen deposits with the Bank based on its non-consolidated managerial accounting datawas ¥157 trillion, and the balance of non-Japanese yen deposits with the Bank on a consolidated basis based on
its managerial accounting data, excluding MUFG Americas Holdings Corporation, Krungsri and Bank Danamon,
was $261 billion.
Liquidity Coverage Ratio—Our liquidity coverage ratio on a consolidated basis as of June 30, 2023 was
159.3% compared to the required minimum ratio of 100%.
Additional Balance Sheet Information—As of June 30, 2023, the Bank’s Japanese yen-denominated loans,investment securities and deposits in its current account with the Bank of Japan were ¥61 trillion, ¥45 trillion and¥77 trillion, respectively, based on the Bank’s non-consolidated managerial accounting data. Based on the samedata, those assets were primarily funded by ¥157 trillion of Japanese-yen denominated deposits, over threequarters of which were liquid deposits, and ¥31 trillion of market funding and funding from other sources. Of theBank’s Japanese yen-denominated loans described above, floating rate loans represented one-third, fixed rateloans represented another one-third, and personal and other loans represented the remainder.
As of June 30, 2023, the Bank’s foreign currency-denominated loans, investment securities, and assets heldin the interbank market and certain other assets were $310 billion, $92 billion and $98 billion, respectively, basedon the Bank’s consolidated managerial accounting data excluding MUFG Americas Holdings Corporation,
Krungsri and Bank Danamon. Based on the same data, those assets were funded primarily by $261 billion ofdeposits, $127 billion of mid- to long-term market funding and $133 billion of other market funding and funding
from other sources. Of the Bank’s mid- to long-term market funding, corporate bonds and inter-company
borrowings represented approximately 60%, mid- to long-term currency swaps represented approximately 30%,and collateralized and other funding represented the remainder.
As of March 31, 2023, our credit exposure to overseas corporate borrowers, including undrawn
commitments and exposures associated with project finance transactions, but excluding market risk exposure,
exposures associated with inter-bank transactions and exposures to government agencies and central banks, basedon our consolidated managerial accounting data not reflecting Bank Danamon, exceeded ¥70 trillion and, whenS-4

disaggregated by region based on borrower location, the Americas represented approximately two-fifths, the
EMEA region represented approximately one-quarter, and the Asia and Oceania regions represented theremainder. Within the Asia and Oceania regions, East Asia, which mainly consisted of Hong Kong, China, South
Korea and Taiwan, represented approximately one-third, while the rest of the region, which mainly consisted ofThailand, Australia, Singapore, India, Indonesia and Malaysia, represented the remainder.

S-5

The Offering
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ Financial Group, Inc.
Securities offered . . . . . . . . . . . . . . . . . . . The Company will offer $750,000,000 aggregate principal amount of
8.2% fixed rate resetting perpetual subordinated securities inaccordance with the applicable terms set forth elsewhere in thisprospectus supplement and the accompanying prospectus.
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . October 26, 2023.
Perpetual securities . . . . . . . . . . . . . . . . . The Securities are perpetual securities and have no fixed maturity or
fixed redemption date.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
October 26, 2023.
Ranking of the Securities . . . . . . . . . . . . The Securities, when issued, will constitute direct and unsecured
obligations of the Company that are conditional and perpetual and, inthe event of liquidation of the Company, will be subordinated to all of
the Company’s existing and future obligations other than liabilities
under the Securities and the Company’s liabilities that rank
effectively pari passu with or subordinate to the Securities as toliquidation distributions, will rank pari passu with the Company’s
liabilities that rank effectively pari passu with the Securities as toliquidation distributions (including any other series of the Company’s
perpetual subordinated debt securities), and will rank senior inpriority only to any payments to holders of common shares of theCompany, subject to a principal write-down. The Securities will be
structurally subordinated to the liabilities of the Company’s
subsidiaries. See “Risk Factors—Risks Related to the Debt
Securities” and “Risk Factors—Risks Related to the Perpetual
Subordinated Debt Securities (AT1 Securities)” in the accompanying
prospectus.
Minimum denomination . . . . . . . . . . . . . The Securities will be in denominations of $200,000 or integral
multiples of $1,000 in excess thereof. No Securities will be sold in theoffering to any purchaser unless the purchaser purchases at least$200,000 in principal amount of Securities.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) October 26, 2023 to (but excluding) January 15,2029, the Securities will bear interest at a fixed rate of 8.2% perannum payable semi-annually in arrears on January 15 and July 15 ofeach year, with the first interest payment to be made on January 15,2024 (short first coupon for the period from (and including)
October 26, 2023 to (but excluding) January 15, 2024).
The rate of interest on the Securities will be reset to a fixed perannum rate, or the Reset Fixed Rate, equal to the applicable U.S.
Treasury Rate as determined by the Calculation Agent (as definedS-6below) on the applicable Reset Determination Date, plus 3.294%, on
January 15, 2029 and each fifth year anniversary thereafter, each a
Reset Date.
From (and including) each Reset Date to (but excluding) the next
following Reset Date, the Securities will bear interest at theapplicable Reset Fixed Rate, payable semi-annually in arrears on
January 15 and July 15 of each year (with the first payment of interest
at such Reset Fixed Rate to be made on July 15 following the Reset
Date and the last payment of interest at such Reset Fixed Rate to bemade on the next following Reset Date).
Any payment of interest on the Securities will be subject to an interest
payment cancellation, principal write-down and write-up, andsubordination as described under “Description of Perpetual
Subordinated Debt Securities” in the accompanying prospectus.
See “Description of the Securities” and “Risk Factors—Risks Related
to the Securities” in this prospectus supplement.
Interest on the Securities will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Reset Date . . . . . . . . . . . . . . . . . . . . . . . . January 15, 2029 and every fifth year anniversary thereafter.
Reset Determination Date . . . . . . . . . . . . The second Business Day (as defined below) immediately preceding
the applicable Reset Date.
Business Day . . . . . . . . . . . . . . . . . . . . . . A day which is not a day on which banking institutions in New York
City and Tokyo are authorized by law or regulation to close.
Optional cancellation of interest
payments . . . . . . . . . . . . . . . . . . . . . . . If the Company determines that it is necessary to cancel payment of
the interest on the Securities at any time and in its sole discretion, theCompany may cancel payment of all or part of the interest accrued on
the Securities on an interest payment date.
Among other circumstances, we will make a determination to cancel
interest payments if and to the extent the Company fails to meet theapplicable regulatory capital buffer requirements and implements a
capital distribution constraints plan submitted to the FSA (as definedin the accompanying prospectus) pursuant to an order of the FSA
under the Japanese capital distribution constraints system.
Notwithstanding the foregoing, the Company may determine that it isnecessary to cancel payments of interest on the Securities due to otherfactors in its sole discretion.
Mandatory cancellation of interest
payments . . . . . . . . . . . . . . . . . . . . . . . The Company will be prohibited from paying, and shall cancel, all orpart of the interest on the Securities on an interest payment date, if
and to the extent that the interest payable on the Securities on suchinterest payment date exceeds the Interest Payable Amount.

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“Interest Payable Amount” means, as more fully defined in theaccompany prospectus, in respect of any interest payment date, theproduct of the Adjusted Distributable Amounts on such interest
payment date and a ratio, the numerator of which is the amount ofinterest that should have been paid on the Securities on such interest
payment date, and the denominator of which is the aggregate amountof interest that should have been paid on the Securities on suchinterest payment date and dividends or interest that should have been
paid in respect of any Senior Dividend Preferred Shares (as defined in
the accompanying prospectus) and any Parity Securities (as defined in
the accompanying prospectus) on the same date as such interest
payment date.
“Adjusted Distributable Amounts” means, as more fully defined in
the accompany prospectus, in respect of any date, the distributableamounts (bunpai kano gaku) of the Company on such date as
calculated in accordance with the Company Law of Japan, after
deducting the sum of any dividend or interest that has been paid inrespect of the Securities, any Parity Securities and any Junior
Securities (as defined in the accompanying prospectus) from the
beginning of the fiscal year of the Company in which such date falls
until the date immediately preceding such date.
Cessation of accrual of interest . . . . . . . . No interest shall accrue on the Securities (i) during the period when
the principal amount of the Securities then outstanding is one cent per$1,000 in principal amount at issuance, (ii) after the date fixed forredemption, or (iii) during any period when a liquidation proceeding(seisan) in respect of the Company commences and continues under
the Company Law of Japan.
Agreement to interest cancellation . . . . . By subscribing for, purchasing or otherwise acquiring the Securities,
holders of the Securities acknowledge and agree to a cancellation ofinterest payments under the terms of the Securities. See “Descriptionof Perpetual Subordinated Debt Securities—Cancellation of Interest
Payments” in the accompanying prospectus.
Optional redemption . . . . . . . . . . . . . . . . The Securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations(as defined in the accompanying prospectus)), be redeemed at theoption of the Company, in whole, but not in part, on January 15, 2029
or a subsequent Reset Date occurring on each five-year anniversary
thereafter, on not less than 25 days nor more than 60 days’ priornotice to the holder of Securities and the trustee, at a redemption priceequal to 100% of the principal amount at issuance of the Securities
plus accrued and unpaid interest to (but excluding) the date fixed forredemption, on the condition that the principal amount of the
Securities then outstanding equals the principal amount at issuance of
the Securities.
Redemption for tax reasons . . . . . . . . . . . The Securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations),S-8

be redeemed, at the option of the Company, in whole, but not in part,at any time, on not less than 30 nor more than 60 days’ prior notice, at
a redemption price equal to 100% of the principal amount of the
Securities on the date fixed for redemption plus accrued and unpaid
interest to (but excluding) the date fixed for redemption, if theCompany determines that (i) the Company is, or on the next interest
payment date would be, required to pay any additional amounts in
respect of Japanese taxes, or (ii) any interest on the Securities ceases
to be treated as being a deductible expense for the purpose of theCompany’s corporate tax, in each case as a result of any change in, oramendment to, the laws, regulations or rulings of Japan (or of any
political subdivision or taxing authority thereof or therein) affecting
taxation, or any change in the official application or interpretation ofsuch laws, regulations or rulings, which change or amendment
becomes effective on or after the date of this prospectus supplement,
and in each case of (i) or (ii) above, such event cannot be avoided by
the Company taking reasonable measures available to it.
In case of (i) above, no notice of redemption may be given earlier
than 90 days prior to the earliest date on which the Company would
be obligated to pay the additional amounts if a payment in respect of
the Securities were then due.
Redemption for regulatory reasons . . . . . The Securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations),
be redeemed at the option of the Company, in whole, but not in part,at any time, on not less than 30 nor more than 60 days’ prior notice, at
a redemption price equal to 100% of the principal amount of the
Securities on the date fixed for redemption plus accrued and unpaid
interest to (but excluding) the date fixed for redemption, if theCompany determines after consultation with the FSA that there ismore than an insubstantial risk that the Securities may not be partiallyor fully included in the Company’s Additional Tier 1 capital under theapplicable standards set forth in the Applicable Banking Regulations.
Principal write-down upon a Capital
Ratio Event . . . . . . . . . . . . . . . . . . . . . If a Capital Ratio Event occurs, on a Going Concern Write-Down
Date (as defined below), the principal amount of the Securities will be
written down, as more fully described in the accompany prospectus,
to such extent determined necessary by the Company after
consultation with the FSA or any other relevant Japanese supervisory
authority that such write-down and a write-down of the principal
amount of (or conversion into equity, if applicable, of) all otheroutstanding debt securities that are intended to qualify as ourAdditional Tier 1 capital, which is triggered by the same Capital
Ratio Event, will result in an increase in the Company’s consolidated
Common Equity Tier 1 ratio to a sufficient level exceeding 5.125%. If
this write-down mechanism, when implemented to the full extent, is
expected to result in an increase in the Company’s consolidated
Common Equity Tier 1 ratio to a level short of 5.125%, the principal

S-9

amount of the Securities per $1,000 in principal amount at issuance
will be reduced to one cent per $1,000 of the principal amount at
issuance, and no interest will accrue on the Securities thereafter.
Holders of the Securities will be deemed to have irrevocably waived
their right to claim or receive payments of principal of or interest on
the Securities to the extent of such write-down.
A “Capital Ratio Event” will be deemed to have occurred when the
Company’s consolidated Common Equity Tier 1 ratio reported or
publicly announced by the Company declines below 5.125%, as more
fully defined in the accompany prospectus.
“Going Concern Write-Down Date” means the date that is determinedby the Company after consultation with the FSA or any other relevantJapanese supervisory authority and shall be no later than fifteen
Business Days following the date of the relevant Going Concern
Write-Down Notice (as defined in the accompanying prospectus).
Following any write-down of principal amount upon a Capital Ratio
Event, the Securities may be subject to a write-up in certain limited
circumstances.
Principal write-down upon a NonViability Event . . . . . . . . . . . . . . . . . . If a Non-Viability Event occurs, on a Write-Down and Cancellation
Date (as defined below), the full principal amount of the Securities
will be permanently written down to nil, the Securities will becancelled, and holders of the Securities will be deemed to haveirrevocably waived their right to claim or receive any payment ofprincipal of or interest on the Securities.
A “Non-Viability Event” will be deemed to have occurred at the timethat the Prime Minister of Japan confirms (nintei) that any measures(tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2of the Deposit Insurance Act of Japan (or any successor provision
thereto) need to be applied to the Company.
“Write-Down and Cancellation Date” means, upon the occurrence ofa Non-Viability Event, the date that shall be determined by theCompany after consultation with the FSA or any other relevantJapanese supervisory authority and shall be no later than ten Business
Days following the date of the Write-Down and Cancellation Notice(as defined in the accompanying prospectus).
Principal write-down upon a Bankruptcy
Event . . . . . . . . . . . . . . . . . . . . . . . . . . Immediately upon the occurrence of a Bankruptcy Event, the fullprincipal amount of the Securities will be permanently written down
to nil, the Securities will be cancelled, and holders of the Securities
will be deemed to have irrevocably waived their right to claim or
receive any payment of principal of or interest on the Securities.
A “Bankruptcy Event” will be deemed to have occurred when aJapanese court has commenced bankruptcy proceedings, corporate

S-10

reorganization proceedings or civil rehabilitation proceedings withrespect to, or special liquidation proceedings (tokubetsu seisan) havecommenced by or with respect to, the Company in Japan or when the
Company has become subject to similar proceedings in any otherjurisdiction, as more fully defined in the accompany prospectus.
Agreement to principal write-down . . . . By subscribing for, purchasing or otherwise acquiring the Securities,
holders of the Securities acknowledge and agree to a principal
write-down under the terms of the Securities. See “Description of
Perpetual Subordinated Debt Securities—Write-Downs and WriteUps” in the accompanying prospectus.
No Events of Default or Rights ofAcceleration . . . . . . . . . . . . . . . . . . . . Non-payment of principal of or interest on the Securities or breach ofcovenants in the Indenture or the Securities or any other event shallnot constitute an event of default or an event of acceleration under the
Indenture or the Securities or give rise to any right of the holders or
the trustee to declare the principal of or interest on the Securities to be
due and payable or accelerate any payment of such principal orinterest, and there are no events of default or circumstances in respectof the Securities that entitle the holders of Securities or the trustee torequire that the Securities become immediately due and payable. In
addition, there is no right to require the Company to redeem the
Securities.
Additional amounts . . . . . . . . . . . . . . . . . All payments of principal and interest in respect of the Securities will
be made without withholding or deduction for or on account ofwithholding taxes imposed by or within Japan, unless suchwithholding or deduction is required by law. Interest payments on the
Securities will generally be subject to Japanese withholding tax withcertain exceptions. See “Taxation—Japanese Taxation” in theaccompanying prospectus. If the payments are subject to Japanese
withholding tax, the Company will pay such additional amounts(subject to certain exceptions) in respect of Japanese taxes as will
result in the payment of amounts otherwise receivable absent any
deduction or withholding on account of such Japanese taxes. See“Description of Perpetual Subordinated Debt Securities—Payment of
Additional Amounts” in the accompanying prospectus.
References to principal or interest in respect of the Securities shall bedeemed to include any additional amounts which may be payable as
set forth in the Indenture. If there is a write-down of principal or acancellation of interest, there will be no additional amounts in relation
to such written down principal or cancelled interest that is not being
paid.
Use of proceeds . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sale of the Securities tofund the operations of the Bank through a perpetual subordinated loanthat is intended to qualify as its Additional Tier 1 Capital and internal
total loss-absorbing and recapitalization capacity, or Internal TLAC,
debt. See “Use of Proceeds.”

S-11

Settlement . . . . . . . . . . . . . . . . . . . . . . . . The Securities will initially be issued to investors only in book-entry
form, and will be cleared and settled through DTC (and its participants,
including Euroclear and Clearstream, Luxembourg). Fully-registeredglobal notes, or the Global Notes, without coupons, representing thetotal aggregate principal amount of Securities of each series will be
issued and registered in the name of a nominee for DTC, securities
depositary for the Securities. Beneficial interests in the Global Notes
may be held only through DTC (or any successor clearing system that
holds the Global Notes) and its participants, including Euroclear andClearstream, Luxembourg. Unless and until the Securities in definitive
certificated form, or definitive Securities, are issued, the only holder of
the Securities will be the nominee of DTC, or the nominee of a
successor depositary. Except as described in the accompanying
prospectus, a beneficial owner of any interest in a Global Note will not
be entitled to receive physical delivery of definitive Securities.
Accordingly, each beneficial owner of any interest in a Global Notemust rely on the procedures of DTC to exercise any rights under the
Securities.
Governing law . . . . . . . . . . . . . . . . . . . . . The Securities and the Indenture related thereto will be governed by,
and construed in accordance with, the laws of the State of New York.
Listing and trading . . . . . . . . . . . . . . . . . We have made an application to the Luxembourg Stock Exchange tolist the Securities on the official list of the Luxembourg Stock
Exchange and for the Securities to be admitted to trading on the
Luxembourg Stock Exchange’s Euro MTF Market.
Trustee, paying agent and registrar . . . . . The Bank of New York Mellon or its successor appointed by us
pursuant to the Indenture.
Calculation Agent . . . . . . . . . . . . . . . . . . The Bank of New York Mellon or its successor appointed by us
pursuant to a calculation agent agreement to be entered into on
October 26, 2023.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the Securities, including thedefinition and determination of interest rate, subordination, interest
cancellation, principal write-down, redemption, and no events ofdefault, see “Description of the Securities” in this prospectus
supplement and “Description of Perpetual Subordinated Debt
Securities” in the accompanying prospectus. See also “Risk Factors”
in this prospectus supplement and the accompanying prospectus.
Delivery of the Securities . . . . . . . . . . . . Delivery of the Securities is expected on or about October 26, 2023.
Conflicts of interest . . . . . . . . . . . . . . . . . As a result of our beneficially owning more than 10% of the common
equity of MUFG Securities Americas Inc. and Morgan Stanley, theparent company of Morgan Stanley & Co. LLC, each an underwriter,a “conflict of interest” exists within the meaning of Rule 5121 of the
Financial Industry Regulatory Authority, or FINRA Rule 5121,
between us and these underwriters. Accordingly, this offering is being
made in compliance with the requirements of FINRA Rule 5121.
Because the Securities to be offered will be rated investment grade

S-12

by at least one credit rating agency, pursuant to FINRA Rule 5121,
the appointment of a qualified independent underwriter is notnecessary. See “Underwriting (Conflicts of Interest).”Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822DD3
ISIN: US606822DD36
Common Code: 269743484

S-13

RISK FACTORSYou should carefully consider the risks described below as well as all the other information contained orincorporated by reference in this prospectus supplement and the accompanying prospectus prior to making an
investment in our securities.
Risks Related to the Securities
The interest rate on the Securities will reset on the applicable Reset Dates.
The interest rate on the Securities will initially be the fixed per annum rate set forth on the cover page of thisprospectus supplement from (and including) the issue date to (but excluding) the first Reset Date and will bereset to the applicable Reset Fixed Rate (as defined below) on the first Reset Date and each subsequent Reset
Date. From (and including) each Reset Date to (but excluding) the next following Reset Date, the interest rate on
the Securities will be a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the
Calculation Agent on the applicable Reset Determination Date, plus the spread set forth on the cover page of thisprospectus supplement. As a result, the interest rate on the Securities following any Reset Date may be less than
the applicable initial interest rate, which would affect the amount of any interest payments under the Securities
and, by extension, could affect their market value.
The historical U.S. Treasury Rates are not an indication of future U.S. Treasury Rates.
The interest rate on the Securities from (and including) each Reset Date to (but excluding) the next
following Reset Date will be reset to a fixed per annum rate to be determined based on the applicable U.S.
Treasury Rate on the applicable Reset Determination Date. In the past, U.S. Treasury Rates have experienced
significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury Rates are
not necessarily indicative of future levels. Any historical upward or downward trend in U.S. Treasury Rates is
not an indication that U.S. Treasury Rates are more or less likely to increase or decrease at any time, and you
should not take the historical U.S. Treasury Rates as an indication of future rates. You bear the financial risks offluctuations in the U.S. Treasury Rates and their effect on the interest on, and the market value of, the Securities.

SP-1

USE OF PROCEEDSThe net proceeds from the sale of the Securities are estimated to be approximately $738 million after
deduction of the underwriting compensation and the estimated expenses payable by us in connection with theoffer and sale of the Securities. We intend to use the net proceeds from the sale of the Securities to fund theoperations of the Bank through a perpetual subordinated loan that is intended to qualify as its Additional Tier 1
Capital and Internal TLAC debt. See “Risk Factors—Risks Related to the Debt Securities—The debt securities
will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank,
the Securities HD and MUMSS.” in the accompanying prospectus.

SP-2

CAPITALIZATION AND INDEBTEDNESSThe table below sets forth our capitalization and indebtedness as of March 31, 2023:•

on an actual basis, and•on an as adjusted basis to give effect to the offering of the Securities.
At March 31, 2023(9)ActualAs Adjusted(in millions)

Total short-term borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥59,017,024 ¥59,017,024
Long-term debt:
Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsubordinated debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated debt(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under loan securitization transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,47034,726,234
3,896,260
445,821—(16,030)

19,47034,726,234
3,896,260
445,821
100,148(17,588)(10)

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,071,755

39,170,345

2,090,270
4,902,155

2,090,270
4,902,155

239,571
8,169,710
844,192(482,552)

239,571
8,169,710
844,192(482,552)

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,763,346

15,763,346

Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

702,821702,821

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,466,167

16,466,167

Shareholders’ equity:
Capital stock, with no stated value (common stock authorized: 33,000,000,000 shares;
common stock issued: 12,687,710,920 shares)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings:(6)Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost: 665,392,775 common shares(7)(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total capitalization and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥55,537,922 ¥55,636,512
Notes:(1) Total short-term borrowings consist of call money and funds purchased, payables under repurchase agreements, payables under securities lendingtransactions, due to trust account and other short-term borrowings.
(2) MUFG, the Securities HD and Krungsri issued ¥712.8 billion aggregate principal amount of unsubordinated bonds between April 1, 2023 andSeptember 30, 2023. During the same period, MUFG, the Bank and the Securities HD redeemed ¥1,273.0 billion aggregate principal amount ofunsubordinated bonds. On October 9, 2023, MUFG redeemed ¥72.9 billion aggregate principal amount of unsubordinated bonds. The Bank, the Trust
Bank and the Securities HD are MUFG’s most active subsidiaries with respect to the issuance and redemption of bonds.
(3) MUFG issued ¥540.0 billion aggregate principal amount of subordinated bonds between April 1, 2023 and September 30, 2023. During the same
period, MUFG redeemed ¥60.0 billion aggregate principal amount of subordinated bonds. On October 16, 2023, MUFG issued ¥143.0 billion
aggregate principal amount of subordinated bonds.
(4) The Securities will be classified as subordinated debt on our balance sheet. As of September 30, 2023, we had ¥1,907.0 billion in the aggregate
principal amount of the liabilities of the Company ranking pari passu with the Securities as to liquidation distributions of the Company, or the
Liquidation Parity Liabilities. These Liquidation Parity Liabilities are also classified as subordinated debt on our balance sheet. The remaining
subordinated debt, the aggregate principal amount of which totaled ¥2,583.6 billion as of September 30, 2023, included (i) the subordinated liabilitiesof the Company ranking senior to the Securities and the Liquidation Parity Liabilities as to liquidation distributions of the Company and (ii) the
subordinated liabilities of subsidiaries of the Company, which would be deemed structurally senior to the Securities and the Liquidation Parity
Liabilities. See “Description of the Securities—Subordination” in this prospectus supplement, and “Risk Factors—Risks Related to the Perpetual
Subordinated Debt Securities (AT1 Securities)—The AT1 Securities constitute subordinated obligations.” and “Risk Factors—Risks Related to the
Debt Securities—The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, theSecurities HD and MUMSS.” in the accompanying prospectus. See also “Risk Factors—Risks Related to the Perpetual Subordinated Debt Securities

SP-3

(AT1 Securities)—The AT1 Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of our assets, or makedividend or other payments and provides limited protection against significant corporate events and other actions we may take that could adversely
impact your investment in the AT1 Securities.” in the accompanying prospectus.
(5) All of the issued common shares are fully paid.
(6) In June 2023, MUFG paid cash dividends of ¥16.0 per share of its common stock, totaling ¥192.9 billion, to the shareholders of record as of March 31,
2023.
(7) Between March 31, 2023 and September 30, 2023, MUFG repurchased 14,394 shares of its common stock upon request of holders of less than one unitof shares, and MUFG delivered 221 shares of its common stock upon request of any holder of less than one unit of shares to make such holder’sholding one full unit of shares.
(8) Between March 31, 2023 and September 30, 2023, 2,569,869 shares of MUFG common stock previously held in the board incentive plan trusts
established for our performance-based stock compensation plans in Japan were delivered to the qualified plan grantees or sold on the open market. The
shares held in the trusts are treated as treasury shares.
(9) The following foreign currency exchange rates as of March 31, 2023 are used in the table and the notes to the table: ¥133.53 = U.S.$1.00;¥89.69 = AU$1.00; ¥145.72 = €1.00.
(10) Includes ¥1,558 million of estimated debt issuance cost relating to the Securities based on the underwriting compensation and the estimated expenses
payable by MUFG in connection with the offer and sale of the Securities.

Except as described in the notes above and for the effect of net income earned since March 31, 2023, there has been nomaterial change in our capitalization and indebtedness since April 1, 2023.

SP-4

DESCRIPTION OF THE SECURITIESThe following description of the Securities supplements and, to the extent inconsistent therewith, replaces
the description of the general terms and provisions of our perpetual subordinated debt securities set forth in theaccompanying prospectus under the heading “Description of Perpetual Subordinated Debt Securities.” It is
important for you to consider the information contained in this prospectus supplement and in the accompanying
prospectus and any applicable free writing prospectus, including any pricing term sheet, in making yourinvestment decision with respect to the Securities. Whenever a defined term is used but not defined in this section,
the definition of that term is contained in the accompanying prospectus or in the Indenture referred to herein or
therein.

GeneralThe Securities will be initially issued in an aggregate principal amount of $750,000,000 and are perpetualobligations of the Company in respect of which there is no fixed maturity or redemption date.
The Securities are intended to qualify as the Company’s Additional Tier 1 Capital and External TLAC debt.
See “Description of Perpetual Subordinated Debt Securities” as well as “Risk Factors—Risks Related to the
Debt Securities” and “Risk Factors—Risks Related to the Perpetual Subordinated Debt Securities (AT1Securities)” in the accompanying prospectus for information on the terms of the Securities in addition to thefollowing description.
Interest
GeneralDuring the initial fixed rate period (as defined below), the Securities will bear interest at the fixed rate of
8.2% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on
January 15, 2024 (short first coupon for the interest period from, and including, the issue date of the Securities to,but excluding, January 15, 2024) (each such interest payment date, a “initial fixed rate interest payment date”).
The interest rate for the Securities will be reset to the applicable Reset Fixed Rate (as defined below) on
January 15, 2029 and each fifth year anniversary thereafter (each a “Reset Date”). During each reset fixed rate
period (as defined below), the Securities will bear interest at a fixed per annum rate (the “Reset Fixed Rate”)
equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined
below) on the applicable Reset Determination Date (as defined below) plus 3.294%, payable semi-annually inarrears on January 15 and July 15 of each year (each such interest payment date, a “reset fixed rate interest
payment date”), with the first payment of interest at such Reset Fixed Rate to be made on July 15 following theReset Date and the last payment of interest at such Reset Fixed Rate to be made on the next following Reset
Date.
The “initial fixed rate period” is from, and including, the issue date of the Securities to, but excluding, thefirst Reset Date. The “reset fixed rate period” is from, and including, each Reset Date to, but excluding, the next
following Reset Date.
An “interest payment date” is each initial fixed rate interest payment date and reset fixed rate interest
payment date, as applicable.
An “interest period” is each period from, and including, the issue date of the Securities to, and excluding,the first interest payment date and from, and including, each subsequent interest payment date to, and excluding,the next following interest payment date, as applicable.
SP-5

For more information on the calculation of interest during the reset fixed rate period, see “—Interest—Reset
Fixed Rate Period” below.
If one or more Capital Ratio Event(s) or a Write-Up Date (as defined in the accompanying prospectus)
occurs during an interest period, the amount of interest shall be calculated as described under “Description of
Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—Calculating Interest Payments
upon the Occurrence of a Capital Ratio Event or Write-Up Date” in the accompanying prospectus.
The Company will pay the principal of and interest on the Securities in U.S. dollars or in such other coin or
currency of the United States as at the time of payment is legal tender for the payment of public and private
debts.
In any case where the date of payment of interest is not a Business Day (as defined below), the payment ofinterest may be made on the next succeeding Business Day with the same force and effect as if made on suchdate of payment of interest, and no interest shall accrue for the period from and after such date of payment ofinterest due to such postponement. Postponement of this kind will not result in a default or breach under the
Securities. Interest will be paid on the relevant interest payment date for the Securities to the holders of record as
at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such interest payment
date.
“Business Day” as used herein means a day which is not a day on which banking institutions in New York
City and Tokyo are authorized by law or regulation to close.
Interest on the Securities will be computed on the basis of a 360-day year consisting of twelve 30-day
months and rounding the resulting figure to the nearest cent (half a cent being rounded upward).
Notwithstanding anything to the contrary contained in the terms of the Securities, any interest payments on
the Securities shall be subject to the interest payment cancellation provisions, the write-down and write-up
provisions and the subordination provisions described under “Description of Perpetual Subordinated Debt
Securities” in the accompanying prospectus.
Initial Fixed Rate Period
During the initial fixed rate period, the Securities will bear interest at the fixed rate set forth above.
Reset Fixed Rate Period
The interest rate for the Securities will be reset to the applicable Reset Fixed Rate on each Reset Date, andduring each reset fixed rate period, the Securities will bear interest at the applicable Reset Fixed Rate.
The applicable Reset Fixed Rate will be determined as provided below in respect of each reset fixed rate
period and, as so determined, such rate will apply to each interest period falling within that reset fixed rate
period.
See “Risk Factors—Risks Related to the Securities” in this prospectus supplement.
Determination of Reset Fixed Rate and the U.S. Treasury Rate
The Reset Fixed Rate and the U.S. Treasury Rate in respect of each reset fixed rate period shall be
determined by The Bank of New York Mellon as calculation agent (the “Calculation Agent”) as soon aspracticable after 5.00 p.m. (New York City time) on the Reset Determination Date.
“U.S. Treasury Rate” means, with respect to a reset fixed rate period, the rate per annum equal to:(1) the arithmetic average, as determined by the Calculation Agent, of the yields on actively traded
U.S. Treasury securities adjusted to constant maturity for the maturity of five years (“Yields”) forSP-6

the five consecutive New York Business Days (as defined below) immediately prior to the Reset
Determination Date based on information appearing in the statistical release designated “H.15” (orany successor publication that reports Yields) most recently published by the Board of Governorsof the U.S. Federal Reserve System as of 5:00 p.m. (New York City time) on the Reset
Determination Date; provided that if the Yield is not available through such release (or any
successor publication) for any relevant New York Business Day, then the arithmetic average will
be determined based on the Yields for the remaining New York Business Days during the five
New York Business Day period described above (provided further that if the Yield is available for
only a single New York Business Day during such five New York Business Day period, then
“U.S. Treasury Rate” will mean the single-day Yield for such day); or(2) if no information is available to determine the U.S. Treasury Rate in accordance with the method
set forth in (1) above by using the Yield for at least a single New York Business Day during thefive New York Business Day period described above, then the annualized yield to maturity of theComparable Treasury Issue (as defined below) calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price (as defined below) as of the Reset Determination Date.
If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above,“U.S. Treasury Rate” means the rate per annum equal to the last reported Yield, as determined by the Calculation
Agent, based on information appearing in the statistical release designated “H.15” (or any successor publicationthat reports Yields) last published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m.
(New York City time) on the Reset Determination Date.
For purposes of determining the U.S. Treasury Rate, “New York Business Day” means a day which is not a
day on which banking institutions in New York City are authorized by law or regulation to close, regardless ofwhether the over-the-counter market for actively traded U.S. Treasury securities is open or closed.
“Comparable Treasury Issue” means, with respect to a reset fixed rate period, the U.S. Treasury security thatis selected by the Company (and notified to the Calculation Agent) with a maturity date on or about (but not
more than 30 calendar days before or after) the Reset Date immediately after the last day of the reset fixed rate
period and that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years;
provided, however, that the selection of the Comparable Treasury Issue shall be at the sole discretion andjudgement of the Company, and that such determination shall be final and conclusive for all purposes andbinding on the Calculation Agent, the trustee, the paying agent and the holders of the Securities.
“Comparable Treasury Price” means, with respect to a Reset Determination Date, (i) the arithmetic average,
as determined by the Calculation Agent, of the Reference Treasury Dealer Quotations (as defined below) for theComparable Treasury Issue as of the Reset Determination Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations arereceived, the arithmetic average, as determined by the Calculation Agent, of all such quotations, or (iii) if fewer
than two such Reference Treasury Dealer Quotations are received, then the Reference Treasury Dealer Quotation
as quoted by a Reference Treasury Dealer (as defined below).
“Reference Treasury Dealer” means each of up to five banks selected by the Company (and notified to the
Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, andtheir respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars;
provided, however, that the selection of the Reference Treasury Dealers shall be at the sole discretion andjudgement of the Company, and that such determination shall be final and conclusive for all purposes andbinding on the Calculation Agent, the trustee, the paying agent and the holders of the Securities.
SP-7

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and a Reset
Determination Date, the arithmetic average, as determined by the Calculation Agent, of the bid and asked prices
quoted to the Company (and notified to the Calculation Agent) by such Reference Treasury Dealer for theComparable Treasury Issue, expressed in each case as a percentage of its principal amount, approximately at
11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset Determination Date” means, with respect to a reset fixed rate period, the second Business Day
immediately preceding the Reset Date falling on the first day of the reset fixed rate period.
The Calculation Agent will, as soon as practicable after the determination of the Reset Fixed Rate on the
Securities, calculate the amount of interest (the “Interest Amount”) for each interest period during the reset fixed
rate period during which such Reset Fixed Rate will apply.
All determinations, calculations and quotations made or obtained for the purposes of calculating the Reset
Fixed Rate and the Interest Amount, whether by the Company, the Calculation Agent or any Reference Treasury
Dealer, in the absence of manifest error, will be final and conclusive for all purposes and binding on the
Company, the trustee, the Calculation Agent, the paying agent and the holders of the Securities.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one
thousandth of a percentage point, with five ten-thousands of a percentage point rounded upward (e.g., 9.8765%(or 0.098765) being rounded to 9.877% (or 0.09877)) and all dollar amounts used in or resulting from suchcalculations will be rounded to the nearest cent (with one-half cent being rounded upward).
The Reset Fixed Rate on the Securities during any reset fixed rate period will in no event be higher than the
maximum rate permitted by applicable laws and regulations or lower than 0% per annum.
The Calculation Agent will cause the Reset Fixed Rate, the Interest Amount for each interest period during
the reset fixed rate period during which such Reset Fixed Rate will apply, and the reset fixed rate interest
payment date in relation to each such interest period to be notified to the Company, the trustee, the paying agent
and DTC, and such information will be notified or published to the holders of the Securities through DTC or
through another reasonable manner as soon as possible after their determination.
If at any time any Capital Ratio Event or Write-Up Date occurs during an interest period, and the Interest
Amount for any interest period is required to be amended from the Interest Amount previously calculated
pursuant to the terms of the Securities, the Calculation Agent will, as soon as practicable, recalculate and amend
the Interest Amount for each relevant interest period, and cause the amended Interest Amount for the relevantinterest period and the relevant interest payment date in relation to each such relevant interest period to be
notified to the Company, the trustee, the paying agent and DTC, and such information will be notified or
published to the holders of the Securities through DTC or through another reasonable manner.
Calculation Agent
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability with its office at 240 Greenwich Street, New York, NY 10286, U.S.A., will
initially act as calculation agent for purposes of determining the U.S. Treasury Rate and calculating the Reset
Fixed Rate and the Interest Amount on each interest payment date. The Company may change the calculation
agent without prior notice to the holders of the Securities (but with prior notice to the calculation agent), and theCompany or any of its subsidiaries may act as the calculation agent.
Cancellation of Interest Payments and Cessation of Accrual of Interest
Under the terms of the Securities, the Company may in its sole discretion to, and in certain circumstances
will be required to, and will, cancel payments of all or part of the interest of the Securities. See “Description of
Perpetual Subordinated Debt Securities—Cancellation of Interest Payments” in the accompanying prospectus.
SP-8

See also “Description of Perpetual Subordinated Debt Securities—Interest—Cessation of Accrual ofInterest” in the accompanying prospectus.
Subordination
The Securities constitute direct and unsecured obligations of the Company that are conditional andsubordinated, as described under “Description of Perpetual Subordinated Debt Securities—Subordination” in theaccompanying prospectus. Notwithstanding such ranking of the Securities, the Securities will be subject to a fullor partial write-down upon the occurrence of certain events. See “Description of Perpetual Subordinated Debt
Securities—Write-Downs and Write-Ups” in the accompanying prospectus.
The Securities will be classified as subordinated debt on our balance sheet. As of September 30, 2023, we
had ¥1,907.0 billion in the aggregate principal amount of the liabilities of the Company ranking pari passu with
the Securities as to liquidation distributions of the Company, or the Liquidation Parity Liabilities. These
Liquidation Parity Liabilities are also classified as subordinated debt on our balance sheet. The remaining
subordinated debt, the aggregate principal amount of which totaled ¥2,583.6 billion as of September 30, 2023,
included (i) the subordinated liabilities of the Company ranking senior to the Securities and the Liquidation
Parity Liabilities as to liquidation distributions of the Company and (ii) the subordinated liabilities of subsidiariesof the Company, which would be deemed structurally senior to the Securities and the Liquidation Parity
Liabilities. See “Risk Factors—Risks Related to the Perpetual Subordinated Debt Securities (AT1 Securities)—
The AT1 Securities constitute subordinated obligations.” and “Risk Factors—Risks Related to the Debt
Securities—The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries,
including the Bank, the Trust Bank, the Securities HD and MUMSS.” in the accompanying prospectus. See also
“Risk Factors—Risks Related to the Perpetual Subordinated Debt Securities (AT1 Securities)—The AT1
Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of our assets, ormake dividend or other payments and provides limited protection against significant corporate events and otheractions we may take that could adversely impact your investment in the AT1 Securities.” in the accompanying
prospectus.
Redemption
To the extent that the Securities have not been subject to a Write-Down and Cancellation, as describedunder “Description of Perpetual Subordinated Debt Securities—Write-Downs and Write-Ups” in theaccompanying prospectus, the Securities may be redeemed at the option of the Company on any Reset Dateunder the terms and conditions as described under “Description of Perpetual Subordinated Debt Securities—
Optional Redemption and Repurchases—Optional Redemption” in the accompanying prospectus and may also
be redeemed at the option of the Company at any time in the circumstances described under “Description of
Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases—Optional Tax Redemption”
and “Description of Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases—Optional
Regulatory Redemption” in the accompanying prospectus.
In any case where the date of redemption is not a Business Day, the payment of interest and principal may
be made on the next succeeding Business Day with the same force and effect as if made on such date ofredemption, and no interest shall accrue for the period from and after such date of redemption due to such
postponement. Postponement of this kind will not result in a default or breach under the Securities.
Notwithstanding anything to the contrary contained in the terms of the Securities, any redemption on the
Securities shall be subject to the interest payment cancellation provisions, the write-down and write-up
provisions and the subordination provisions described under “Description of Perpetual Subordinated Debt
Securities” in the accompanying prospectus.

SP-9

Applicable Banking Regulations Related to Optional Redemption and Repurchases
Under the terms of the Securities, any redemption or repurchases shall be subject to prior confirmation of
the FSA (if such confirmation is required under the Applicable Banking Regulations). See “Description of
Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases” in the accompanying
prospectus.
Under the Applicable Banking Regulations, the FSA is expected not to grant any prior confirmation
required for any redemption or repurchases of the Securities unless (i) the Company replaces the Securities bycapital instruments of an equal or higher quality under the terms that are considered to be appropriate for theCompany’s income capacity on or before such redemption or repurchases or (ii) the Company is expected tomaintain its consolidated regulatory capital ratios at a level sufficiently in excess of the minimum requirements
after such redemption or repurchases.
Agreement to Interest Cancellation and Write-Down
By purchasing the Securities, you consent to, among other things, any principal write-down andcancellation of payments of interest and such events not constituting a breach, a default in payment, an
event of default or an event of acceleration. As a result, you may lose all or part of your investment in the
Securities or receive reduced or no interest payments. You should carefully consider these and otherfeatures as further described in “Description of the Securities” in this prospectus supplement and“Description of Perpetual Subordinated Debt Securities” in the accompanying prospectus and theirpotential effects on you before making an investment decision in the Securities, and read the risk factors
appearing in this document, including those under “Risk Factors—Risks Related to the Debt Securities”
and “Risk Factors—Risks Related to the Perpetual Subordinated Debt Securities (AT1 Securities)” in theaccompanying prospectus.

SP-10

UNDERWRITING (CONFLICTS OF INTEREST)
We intend to offer the Securities through the underwriters listed below. Morgan Stanley & Co. LLC and
MUFG Securities Americas Inc. are acting as representatives of the underwriters. Subject to the terms andconditions contained in an underwriting agreement dated October 18, 2023 among us and the underwriters, wehave agreed to sell to the underwriters, and the underwriters have severally agreed to purchase from us, theprincipal amount of Securities listed opposite their names below:
Underwriter:

Securities

Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $318,750,000
MUFG Securities Americas Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318,750,000
J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,250,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,250,000
BofA Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,250,000
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,250,000
BNP Paribas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,000,000
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,250,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,250,000
Crédit Agricole Corporate and Investment Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,750,000
Natixis Securities Americas LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,750,000
Société Générale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,750,000
Nomura Securities International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,250,000
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,250,000
Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,250,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $750,000,000
The obligations of the underwriters under the underwriting agreement, including their agreement topurchase the Securities from us, are several and not joint and are subject to, among other things, the approval ofcertain legal matters by counsel, including the validity of the Securities, and certain other conditions contained in
the underwriting agreement such as the receipt of officer’s certificate and other conditions. If an underwriterdefaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriter
may be increased or the underwriting agreement may be terminated.
The underwriting agreement states that no sale of Securities may be less than $200,000 in principal amountand that no Securities will be issued in a smaller principal amount. One or more of the underwriters may not be
U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.registered broker-dealers, which may include affiliates of one or more of the underwriters, in compliance withapplicable U.S. laws and regulations, including the rules of FINRA. The underwriters may offer and sell the
Securities through certain of their affiliates.
The underwriters are offering the Securities, subject to prior sale, when, as and if issued to and accepted bythem. The underwriters reserve the right to withdraw, cancel or modify offers to investors and to reject orders inwhole or in part.
In the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, or tocontribute to payments the underwriters may be required to make in respect of those liabilities.
Commissions and Discounts
The representatives of the underwriters have advised us that the underwriters propose initially to offer the
Securities to the public at the public offering price set forth on the cover page of this prospectus supplement.
After the initial offering, the public offering price, concession or any other term of the offering may be changed.
SP-11

The following are the estimated expenses to be incurred in connection with the offer and sale of the
Securities and payable by us:
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110,700
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,645
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,355,504
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
556,323
Trustee, registrar, paying agent and calculation agent fees and expenses . . . . . . . . . . . . . . . . . . . . . .
72,000
Securities exchange listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,006
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$4,164,279

We have agreed to pay for certain legal expenses of the underwriters in connection with this offering.
Restriction on Sale of Securities
During a period beginning the date hereof and ending the closing date of this offering, we will not, without
the prior written consent of the representatives of the underwriters, directly or indirectly, issue, sell, offer orcontract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any other U.S. dollardenominated perpetual subordinated debt securities of ours or any securities that are convertible into, or
exchangeable for, the Securities or such other U.S. dollar-denominated perpetual subordinated debt securities.
Settlement
We expect that delivery of the Securities will be made to investors against payment therefor on or about
October 26, 2023, which will be the sixth business day following the date of pricing of the Securities (suchsettlement being referred to as “T+6”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary
market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Securities on any date prior to the second business day before the dateof delivery of the Securities hereunder will be required, by virtue of the fact that the Securities initially settle in
T+6, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
Purchasers of the Securities who wish to trade the Securities prior to their date of delivery hereunder should
consult their advisors.
Distribution RestrictionsJapan
The Securities have not been and will not be registered under the Financial Instruments and Exchange Act
and will be subject to the Special Taxation Measures Act. Accordingly, each of the underwriters severally andnot jointly, has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not,directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (whichterm as used in this item (i) means any person that is a resident of Japan, including any corporation or other entity
organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or
for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of,and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws,
regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold andwill not, as part of its distribution pursuant to the underwriting agreement dated the date of this prospectus
supplement at any time, directly or indirectly offer or sell any Securities to, or for the benefit of, any person otherthan a beneficial owner that is, (a) for Japanese tax purposes, neither (x) an individual resident of Japan or aJapanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in eithercase is a specially-related person of the Company or (b) a Japanese financial institution, designated in Article 6,SP-12

Paragraph 11 of the Special Taxation Measures Act. Notwithstanding the restriction set forth in (ii) above,
pursuant to the Special Taxation Measures Act, MUFG Securities Americas Inc., a specially-related person of theCompany and acting in its capacity as an underwriter, will be permitted to acquire or purchase, as part of the
distribution pursuant to the underwriting agreement dated the date of this prospectus supplement, the remainderof the Securities from any of the other underwriters, where such other underwriter has failed to sell to subsequentpurchasers all of the Securities that it acquired or purchased from MUFG in its capacity as an underwriter.
By subscribing for the Securities, an investor will be deemed to have represented it is a person who falls into
the category of (a) or (b) above.
CanadaThe Securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions orsubsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Securities
must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if this Prospectus Supplement (including any amendment thereto) contains amisrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within thetime limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser shouldrefer to any applicable provisions of the securities legislation of the purchaser’s province or territory forparticulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the initialpurchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.
Prohibition of Sales to EEA Retail Investors
The Securities which are the subject of the offering contemplated by this document, as supplemented by any
applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise madeavailable and will not be offered, sold or otherwise made available to any retail investor in the EEA. For the
purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:(a) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or(b) a customer within the meaning of the Insurance Distribution Directive where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
United Kingdom
The Securities which are the subject of the offering contemplated by this document, as supplemented by any
applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise madeavailable and will not be offered, sold or otherwise made available to any retail investor in the U.K. For the
purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:(a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms partof domestic law by virtue of the EUWA; or(b) a customer within the meaning of the provisions of the FSMA and any rules and regulations madeunder the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA.
SP-13

Other UK regulatory restrictions
Each underwriter:
Financial promotion: has only communicated or caused to be communicated and will only communicate orcause to be communicated any invitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances inwhich section 21(1) of the FSMA does not apply to the Company; andGeneral compliance: has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom.
Switzerland
The Securities may not be publicly offered, sold or marketed, directly or indirectly, in or into Switzerland
within the meaning of the Swiss Financial Services Act (the “FinSA”), except to investors that qualify as
professional clients within the meaning of the FinSA. Neither this document nor any other offering or marketing
material relating to the Securities constitutes a prospectus pursuant to the FinSA, and neither this document nor
any other offering or marketing material relating to the Securities may be distributed or otherwise made available
in Switzerland, except to investors that qualify as professional clients within the meaning of the FinSA.
Hong Kong
The contents of this prospectus supplement have not been reviewed by any regulatory authority in HongKong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of thecontents of this prospectus supplement, you should obtain independent professional advice.
Each underwriter has represented, warranted and agreed that (i) it has not offered or sold and will not offer
or sell in Hong Kong, by means of any document, any Securities other than (a) to “professional investors” asdefined in the Securities and Futures Ordinance of Hong Kong (Cap. 571), or the SFO, and any rules made under
the SFO, or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or which do notconstitute an offer or invitation to the public within the meaning of that Ordinance; and (ii) it has not issued or
had in its possession for the purpose of issue, and will not issue or have in its possession for the purposes ofissue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities,
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong) other than with respect to Securities which are or are
intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the SFO and any rules made under the SFO.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, the Securities may not be offered or sold, nor may the Securities be the subject of aninvitation for subscription or purchase, nor may this prospectus supplement or any other document or material inconnection with the offer or sale, or invitation for subscription or purchase of the Securities be circulated or
distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (asdefined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of
the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisionof the SFA, and in each case subject to compliance with conditions set forth in the SFA.

SP-14

Where the Securities are subscribed or purchased under in Section 275 of the SFA by a relevant person
which is:(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within 6 months after that corporation or that trust has acquired the Securities pursuant to an offer made under
Section 275 of the SFA except:(1) to an institutional investor or to a relevant person, or arises from an offer referred to in Section 275(1A)or 276(4)(c)(ii) of the SFA;
(2) where no consideration is or will be given for the transfer;(3) where the transfer is by operation of law;(4) as specified in Section 276(7) of the SFA; or(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities andSecurities-based Derivatives Contracts) Regulations 2018 of Singapore.
Each purchaser of the Securities will be deemed to have made acknowledgements, representations andagreements as described above.
Short Positions
In connection with this offering, the underwriters may purchase and sell the Securities in the open market,
subject to applicable laws and regulations. These transactions may include over-allotment, syndicate coveringtransactions and stabilizing transactions. Over-allotment involves sales of Securities in excess of the principal
amount of Securities to be purchased by the underwriters in this offering, which creates a short position for theunderwriters. Syndicate covering transactions involve purchases of the Securities in the open market after the
initial distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain
bids or purchases of Securities made for the purpose of preventing or retarding a decline in the market price of
the Securities while the offering is in progress. Any of these activities may have the effect of preventing or
retarding a decline in the market price of the Securities. They may also cause the price of the Securities to behigher than the price that otherwise would exist in the open market in the absence of these transactions. The
underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters
commence any of these transactions, they may discontinue them at any time.
The underwriters make no representation or prediction as to the direction or magnitude of any effect that thetransactions described above may have on the price of the Securities. In addition, the underwriters have no
obligation to engage in these transactions, and these transactions, once commenced, may be discontinued at anytime.
New Issues
The Securities are new issues of securities with no established trading market. Although we have made anapplication to the Luxembourg Stock Exchange to list the Securities on the official list of the Luxembourg Stock
Exchange and for the Securities to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF
SP-15

Market, we may be entitled to, and may decide to, delist the Securities from the Luxembourg Stock Exchange
and seek an alternate listing for the Securities on another securities exchange. Additionally, the underwriters haveadvised us that they presently intend to make a market in the Securities after completion of this offering. MUFG
Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying
prospectus in connection with such market-making activity. Such market making activity will be subject to thelimits imposed by applicable laws. However, they are under no obligation to do so and may discontinue any
market-making activities at any time without any notice. Broker-dealers subject to prospectus delivery
requirements may be unable to engage in market-making transactions during certain periods of the year. A liquid
or active public trading market for any of the Securities may not develop, whether on the Luxembourg Stock
Exchange’s Euro MTF Market or otherwise. If an active trading market for the Securities does not develop, themarket price and liquidity of the Securities may be adversely affected. If such Securities are traded, they may
trade at a discount from their initial offering prices, depending on the market for similar securities, ourperformance and other factors. See “Risk Factors—Risks Related to the Debt Securities—There is no establishedtrading market for the debt securities and one may not develop.” in the accompanying prospectus.
Other Relationships; Conflicts of Interest
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investmentbanking and other commercial dealings in the ordinary course of business with us or our affiliates. They havereceived, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may makeor hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If
any of the underwriters or their affiliates has a lending relationship with us, certain of these underwriters or theiraffiliates may routinely hedge their credit exposure to us consistent with their customary risk management
policies. Typically, these underwriters and their affiliates would hedge such exposure by entering intotransactions which consist of either the purchase of credit default swaps or the creation of short positions in our
securities, including potentially the Securities offered hereby. Any such credit default swaps or short positions
could adversely affect future trading prices of the Securities offered hereby. The underwriters and their affiliates
may also make investment recommendations and/or publish or express independent research views in respect ofsuch securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
Our affiliate, MUFG Securities Americas Inc., will participate in the offering as an underwriter. On the
cover page of this prospectus supplement, under the heading “Joint Lead Managers and Joint Bookrunners,” on
the back cover page of this prospectus supplement under “Prospectus Supplement,” and under “About This
Prospectus Supplement” herein, the reference to “MUFG” is to MUFG Securities Americas Inc. Elsewhere inthis prospectus supplement, references to “MUFG” are to Mitsubishi UFJ Financial Group, Inc., or Mitsubishi
UFJ Financial Group, Inc. and its consolidated subsidiaries, as the context requires.
Morgan Stanley & Co. LLC, a subsidiary of Morgan Stanley, will participate in the offering as anunderwriter. We held approximately 23.0% of the voting rights in Morgan Stanley based on the number of sharesof common stock of Morgan Stanley outstanding as of September 30, 2023 as well as Series C Preferred Stockwith a face value of approximately $521.4 million and 10% dividend. In addition, we currently have two
representatives on Morgan Stanley’s board of directors. We have adopted the equity method of accounting forour investment in Morgan Stanley. In April 2018, we entered into a sales plan with Morgan Stanley and Morgan
Stanley & Co. LLC, pursuant to which we will sell portions of the shares of Morgan Stanley common stock that
we hold to Morgan Stanley through Morgan Stanley & Co. LLC acting as agent for Morgan Stanley to the extent
necessary to ensure that our beneficial ownership will remain below 24.9%. In December 2020, this sales plan
was suspended upon notice by Morgan Stanley to us in accordance with the terms of the plan.
SP-16

As part of our strategic alliance with Morgan Stanley, in May 2010, we and Morgan Stanley integrated ourrespective Japanese securities companies by forming two joint venture companies. We contributed the wholesale
and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint
venture entities called MUMSS. Morgan Stanley contributed the investment banking operations conducted inJapan by its formerly wholly owned subsidiary, Morgan Stanley Japan Securities Co., Ltd., or Morgan Stanley
Japan, into MUMSS and contributed the sales and trading and capital markets businesses conducted in Japan by
Morgan Stanley Japan into a second joint venture entity called Morgan Stanley MUFG Securities Co., Ltd., or
MSMS. We hold a 60% economic interest in each of the joint venture companies and Morgan Stanley holds a
40% economic interest in each of the joint venture companies. We hold a 60% voting interest and Morgan
Stanley holds a 40% voting interest in MUMSS, and we hold a 49% voting interest and Morgan Stanley holds a
51% voting interest in MSMS. Our and Morgan Stanley’s economic and voting interests in the joint venturecompanies are held through intermediary holding companies.
In July 2023, we jointly announced with Morgan Stanley the launch of “Alliance 2.0”, an enhanced Global
Strategic Alliance for further collaboration between both companies for the next decade and beyond. In
launching “Alliance 2.0”, we and Morgan Stanley have entered into memoranda of understanding to collaborate
in foreign exchange trading and in the Japanese research and equity businesses for institutional clients. Bothcompanies will work to conclude definitive agreements regarding each collaboration initiative with a targeted
implementation date in the first half of 2024, subject to regulatory approval.
As a result of our beneficially owning more than 10% of the common equity of MUFG Securities Americas
Inc. and Morgan Stanley, the parent company of Morgan Stanley & Co. LLC, each an underwriter, a “conflict ofinterest” exists within the meaning of FINRA Rule 5121, between us and these underwriters. Accordingly, thisoffering is being made in compliance with the requirements of FINRA Rule 5121. Because the Securities to beoffered will be rated investment grade by at least one credit rating agency, pursuant to FINRA Rule 5121, theappointment of a qualified independent underwriter is not necessary. Morgan Stanley & Co. LLC and MUFG
Securities Americas Inc. will not confirm sales of the Securities to any account over which they exercise
discretionary authority without the prior written approval of the customer.

SP-17

LISTING AND GENERAL INFORMATION
Listing Application
We have made an application to the Luxembourg Stock Exchange to list the Securities on the official list of
the Luxembourg Stock Exchange and for such Securities to be admitted to trading on the Luxembourg Stock
Exchange’s Euro MTF Market.
Documents Available
So long as any series of Securities are listed on the Luxembourg Stock Exchange and admitted to trading on
the Luxembourg Stock Exchange’s Euro MTF Market, copies of the following documents will, when published,
be available during usual business hours on any weekday (Saturdays and public holidays excepted), withoutcharge, from the offices of our Luxembourg listing agent, being Mitsubishi UFJ Investor Services & Banking(Luxembourg) S.A., located at 287-289, route d’Arlon, L-1150 Luxembourg, Grand-Duché de Luxembourg:(i)

Our Articles of Incorporation and our Board of Directors Regulations;(ii)

Our latest audited consolidated annual financial statements, including the audit report in respect
thereof, prepared in accordance with U.S. GAAP, included in our annual report on Form 20-F filedwith the SEC;

(iii) Our latest unaudited condensed consolidated semi-annual financial statements prepared in accordancewith U.S. GAAP, included in our current report on Form 6-K furnished to the SEC;
(iv) English translations of our latest annual and quarterly consolidated financial information prepared inaccordance with Japanese GAAP, included in our current reports on Form 6-K furnished to the SEC;
and(v)

The Indenture.

Authorization
We have obtained all necessary consents, approvals and authorizations in connection with the issuance andperformance of the Securities. The issue of the Securities was duly authorized by a resolution of our board of
directors dated June 25, 2015 and a decision by the President and Group Chief Executive Officer dated March
23, 2023.
No Material Change
Except as disclosed in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference herein or therein, there has been no material change in the prospects or financial
position of us and our subsidiaries taken as a whole since March 31, 2023.
Prescription
Under New York’s statute of limitations, any legal action to enforce MUFG’s payment obligations
evidenced by the Securities must be commenced within six years after payment is due. Thereafter, MUFG’s
payment obligations will generally become unenforceable.
Notices
So long as any series of Securities are listed on the Luxembourg Stock Exchange and the rules of thatexchange so require, notices to holders of the applicable series of Securities will also be published either on thewebsite of the Luxembourg Stock Exchange (www.luxse.com) or in a leading newspaper having generalcirculation in Luxembourg (which is expected to be Luxemburger Wort).
SP-18

Legal Entity Identifier
The Legal Entity Identifier (LEI) code of MUFG is 353800V2V8PUY9TK3E06.
Responsibility
We accept responsibility for the information contained in this document and declare that the information
contained in this document is, to the best of our knowledge, in accordance with the facts and makes no omission
likely to affect its import.

SP-19

LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain mattersunder U.S. federal law and New York law. Nagashima Ohno & Tsunematsu, our Japanese counsel, will passupon certain matters under Japanese laws. Simpson Thacher & Bartlett LLP will pass upon certain matters under
U.S. federal law and New York law for the underwriters.

EXPERTSThe financial statements of MUFG as of March 31, 2023 and 2022, and for each of the three years in the
period ended March 31, 2023, incorporated by reference in this prospectus supplement by reference to MUFG’s
annual report on Form 20-F for the year ended March 31, 2023, and the effectiveness of MUFG’s internal control
over financial reporting have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public
accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance
upon the reports of such firm given upon their authority as experts in accounting and auditing. The address of
Deloitte Touche Tohmatsu LLC is Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo
100-8360, Japan.
The financial statements of Morgan Stanley as of December 31, 2022 and 2021, and for each of the three
years in the period ended December 31, 2022, incorporated by reference in this prospectus supplement byreference to MUFG’s annual report on Form 20-F for the year ended March 31, 2023, and the effectiveness ofMorgan Stanley’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports. Such financial statements areincorporated by reference in reliance upon the reports of such firm given upon their authority as experts inaccounting and auditing. The address of Deloitte & Touche LLP is 30 Rockefeller Plaza, New York, New York,
10112-0015, United States of America.

SP-20

PROSPECTUS

MUFG
Mitsubishi UFJ Financial Group, Inc.
Debt Securities
Mitsubishi UFJ Financial Group, Inc., or MUFG, may offer, from time to time, senior debt
securities or fixed-term or perpetual subordinated debt securities, which we collectively refer toherein as “securities” or “debt securities.”
This prospectus describes the general terms of these securities and the general manner in which
we will offer these securities. In a supplement to this prospectus, we will provide the specificterms of the securities we offer and the manner in which they are offered. Any supplement may
also add to, update or change information contained, or incorporated by reference, into thisprospectus. You should read this prospectus and any prospectus supplement carefully before you
make a decision to invest.
This prospectus may not be used to sell securities unless it is accompanied by a prospectus
supplement.

Investing in the securities involves risks. See the “Risk Factors” section in this prospectus(beginning on page 7) and in any applicable prospectus supplement as well as the risk factor
disclosure in our annual report on Form 20-F and other reports incorporated by reference
herein and therein.

Neither the U.S. Securities and Exchange Commission nor any state securities regulators has approved
or disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts. These securities are not insured by the U.S.
Federal Deposit Insurance Corporation, or the FDIC, the Deposit Insurance Corporation ofJapan, or any other governmental agency or instrumentality in the United States, Japan or any
other jurisdiction.

This prospectus and the applicable prospectus supplement may be used in the initial sale of the
securities. In addition, MUFG Securities Americas Inc. and other broker-dealer affiliates of
MUFG may use this prospectus and the applicable prospectus supplement in market-making
transactions involving the securities after the initial sale. See “Plan of Distribution (Conflicts ofInterest).” Unless you are informed otherwise in the confirmation of sale, this prospectus and theapplicable prospectus supplement are being used in a market-making transaction.
The date of this prospectus is August 4, 2023.

TABLE OF CONTENTS
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Fixed-Term Subordinated Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Perpetual Subordinated Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Similar Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitations on Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

3
5
7
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122
124
124
124
125
125

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange
Commission, or SEC, using the “shelf” registration process. Under the shelf registration process, we may sell any
combination of, or multiple tranches of, the securities described in this prospectus from time to time in the future
in one or more offerings.
This prospectus provides you with a general description of the securities that can be offered. Each time
securities are offered under this prospectus, we will provide prospective investors with a prospectus supplementthat will contain specific information about the terms of the securities. The prospectus supplement may also add
to, update or change information contained in this prospectus. You should read this prospectus, any applicableprospectus supplement and any related free writing prospectus authorized by us together with the additional
information described under the headings “Where You Can Obtain More Information” and “Incorporation ofDocuments by Reference” in this prospectus and any applicable prospectus supplement.
You should rely only on the information provided or incorporated by reference in this prospectus or any
applicable prospectus supplement or any related free writing prospectus authorized by us. We have notauthorized anyone to provide you with different or additional information. You should not assume that the
information in this prospectus or any applicable prospectus supplement or any related free writing prospectus
authorized by us, or in any document incorporated by reference herein or therein, is accurate as of any date after
its respective date.

As used in this prospectus and any prospectus supplement, the terms “MUFG,” “we,” the “Company” and the“Group” generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time totime as the context requires, may refer to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity.
References to the “Bank” and the “Trust Bank” are to MUFG Bank, Ltd. and Mitsubishi UFJ Trust andBanking Corporation, as single entities, respectively, as well as to MUFG Bank and Mitsubishi UFJ Trust andBanking and their respective consolidated subsidiaries, as the context requires. References to the “Securities HD”
and “MUMSS” are to Mitsubishi UFJ Securities Holdings Co., Ltd. and Mitsubishi UFJ Morgan Stanley
Securities Co. Ltd., as single entities, respectively, as well as to Mitsubishi UFJ Securities Holdings and
Mitsubishi UFJ Morgan Stanley Securities and their respective consolidated subsidiaries, as the context requires.
In this prospectus and any prospectus supplement, references to “yen” or “¥” are to Japanese yen, andreferences to “U.S. dollars,” “U.S. dollar,” “dollars,” “U.S.$” or “$” are to United States dollars.
Unless otherwise specified, the financial information presented in this prospectus or any prospectus supplement,
and our consolidated financial statements, which are incorporated by reference in this prospectus or any prospectus
supplement, are prepared in accordance with accounting principles generally accepted in the United States, or U.S.
GAAP. Our fiscal year ends on March 31 of each year.
Some of our financial information contained or incorporated by reference in this prospectus or any
applicable prospectus supplement, where specified, is prepared in accordance with accounting principles
generally accepted in Japan, or Japanese GAAP. We currently report our financial results in accordance withJapanese GAAP on a quarterly basis for purposes of Japanese banking regulatory reporting requirements,
including our regulatory capital reporting requirements, as well as for purposes of Japanese securities regulatory
and Tokyo Stock Exchange reporting requirements. The basis of our financial information prepared inaccordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial
information prepared in accordance with Japanese GAAP. For information on certain differences between U.S.
GAAP and Japanese GAAP, see Exhibit 99(b) “Unaudited Reverse Reconciliation of Selected Financial
Information” attached to our most recent annual report on Form 20-F, which is incorporated by reference in this3

prospectus or any applicable prospectus supplement. You should consult your own professional advisers, asnecessary, for a more complete understanding of the differences among U.S. GAAP, Japanese GAAP,International Financial Reporting Standards and any other generally accepted accounting principles applicable inyour jurisdiction and how such differences affect the financial information contained or incorporated byreference in this prospectus or any applicable prospectus supplement.

4

FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain “forward-looking statements”
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements regarding our current intent, business plan, targets, belief or expectations or the current belief
or current expectations of our management with respect to our results of operations and financial condition,
including, among other matters, our problem loans and loan losses. In many, but not all cases, we use words suchas “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may” “plan,” “predict,” “probability,”“risk,” “should,” “will,” “would” and similar expressions, as they relate to us or our management, to identify
forward-looking statements. These statements reflect our current views with respect to future events and are
subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or
should underlying assumptions prove incorrect, actual results may vary materially from those which are aimed,
anticipated, believed, estimated, expected, intended or planned, or otherwise stated.
Our forward-looking statements are not guarantees of future performance and involve risks anduncertainties. Actual results may differ from those in the forward-looking statements as a result of various
factors. Important factors that could cause such differences include, without limitation,•

the interpretation and application of banking and other regulations, including whether and how the debt
securities will be qualified or treated under the Japanese total loss-absorbing capacity, or TLAC,
requirements, the Japanese capital adequacy regulations and applicable resolution measures in Japan,•

deterioration in economic conditions in Japan and around the world,•

external events, such as natural disasters and other health pandemics or epidemics, terrorism, andgeopolitical and social conflicts,•

reforms of London Interbank Offered Rate and other interest rate benchmarks,•

climate change and resulting physical damages and changes in the business environment,•competitive pressures resulting from regulatory and market changes,•

failure to implement our business expansion strategy as planned and to manage new or expanded risks
that entail such strategy, as well as incurrence of impairment or valuation losses on our acquired assets,•

negative developments relating to our strategic alliance with Morgan Stanley,•

failure to maintain our capital ratios and other regulatory ratios above minimum required levels,•

significant unexpected increases in credit costs,•

financial difficulties of other financial institutions that affect the overall banking environment and theirborrowers,•

fluctuations in interest rates, foreign currency exchange rates and stock prices,•

reduction in our ability to access or maintain liquidity,•

failure to address regulatory or public concerns or to meet market or industry rules or standards,
customer protection requirements, or corporate behavior expectations,•cyber-attacks and other information security threats,•

problems with the proper functioning and development of information, communications andtransaction management systems,•

transactions with counterparties in countries designated by the U.S. Department of State as state
sponsors of terrorism,
5•changes in laws, regulations, rules, policies, accounting standards or methods, voluntary codes ofpractices, and interpretations,•changes in the business and regulatory environment for consumer finance companies,•

damage to our reputation resulting from our failure to prevent or properly address negative perceptions
held by customers, investors, regulators and the general public regarding us and our operations, and•other risks and uncertainties discussed in the “Risk Factors” section in this prospectus or in our mostrecent annual report on Form 20-F or in or incorporated by reference in an applicable prospectus
supplement.

Given these and other risks and uncertainties, you are cautioned not to place undue reliance on forwardlooking statements, which speak only as of the date of the prospectus. We are under no obligation, and disclaim
any obligation, to update or alter our forward-looking statements, whether as a result of new information, future
events or otherwise, unless required by law.

6

RISK FACTORSYou should carefully consider the risks described below and in “Item 3.D. Risk Factors” in our most recent
annual report on Form 20-F and similar disclosure in subsequent reports as well as all the other information
contained or incorporated by reference in this prospectus and the accompanying prospectus supplement prior to
making an investment in our securities.
Our business, operating results and financial condition could be materially and adversely affected by any of
the factors discussed below and elsewhere in this prospectus and the accompanying prospectus supplement andthe documents incorporated by reference herein and therein. Any of these factors may adversely affect thetrading price and liquidity, and the rights of holders, of our securities. As part of making an investment decision,
you should make sure to thoroughly understand the terms of our securities, including, but not limited to, (1) withrespect to the senior debt securities, your agreement to limit your right to obtain attachment and youracknowledgement and consent that the Senior Indenture (defined below) imposes no limitation on certaintransfer of business after certain orderly resolution measures are applied by Japanese governmental authorities,(2) with respect to the fixed-term subordinated debt securities, or the Tier 2 Securities, and the perpetual
subordinated debt securities, or the AT1 Securities, your consent that the principal amount may be written down
to nil, and (3) with respect to the AT1 Securities, your consent that interest payment may be cancelled at our sole
discretion and that there is no scheduled principal repayment.
This prospectus and the accompanying prospectus supplement and the documents incorporated by reference
herein or therein also contain forward-looking statements that involve risks and uncertainties. Actual results may
differ materially from those anticipated in these forward-looking statements as a result of various factors,
including the risks described below and elsewhere in this prospectus and the accompanying prospectus
supplement and the documents incorporated by reference herein and therein. See “Forward-Looking
Statements.”
We have described the risks and uncertainties that our management believes are material, but these risks
and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those that wecurrently are not aware of or do not currently appear to be material, may also result in decreased revenues orincreased expenses or have other consequences that could adversely affect our financial condition and results ofoperations as well as the price and liquidity, and the rights of holders of, our securities, in which case yourinvestment in our securities may be negatively impacted.
Summary of Risk Factors
Below is a summary of the principal factors that make an investment in the debt securities speculative or
risky. As this summary does not address all of the risks that we face, in addition to the summary, you should
consider carefully all of the information set forth in, or incorporated by reference into, this prospectus and any
applicable prospectus supplement, including the section entitled “Risk Factors” starting on page 7 of thisprospectus, before you decide to invest in the debt securities.
Risks relating to the debt securities being loss absorbing instruments, generally•

The debt securities are loss absorbing instruments, and as a result, if MUFG’s financial health or
regulatory capital ratios deteriorate, various loss absorption features of the debt securities may betriggered, and you may lose all or a portion of your investments.

•

The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries and, if
any subsidiary of MUFG becomes subject to insolvency or liquidation proceedings, you will have noright to proceed against the subsidiaries’ assets.
7

Risks relating to principal write-down on the fixed-term subordinated debt securities and the perpetual
subordinated debt securities•

The fixed-term subordinated debt securities and the perpetual subordinated debt securities will be
written down when the Prime Minister of Japan confirms that specified measures under the Deposit
Insurance Act of Japan need to be applied to MUFG under circumstances where its liabilities exceed or
are likely to exceed its assets, or where it has suspended or is likely to suspend payment on its
obligations, in which case you will lose all of your investments.

•

The perpetual subordinated debt securities will be written down when bankruptcy proceedings,
corporate reorganization proceedings, civil rehabilitation proceedings or special liquidation
proceedings (tokubetsu seisan) are commenced against MUFG in Japan, in which case you will lose allof your investments.

•

The perpetual subordinated debt securities will be written down in full or in part when MUFG’s
consolidated Common Equity Tier 1 ratio declines below 5.125%, in which case you will lose part or
all of your investments.

•

Because of the write-down features in the fixed-term subordinated debt securities and the perpetual
subordinated debt securities, you may recover less than holders of our common shares.

Risks relating to the perpetual subordinated debt securities having no maturity and being subject todiscretionary cancellation of interest payments•

The perpetual subordinated debt securities have no fixed maturity and no fixed redemption date andyou do not have the right to request or accelerate the repayment of the principal amount of theperpetual debt securities.

•

We have absolute discretion at all time and for any reason to cancel interest payments on the perpetual
subordinated debt securities, and you will have no rights with respect to cancelled interest.

Risks relating to the fixed-term subordinated debt securities being MUFG’s subordinated obligations andbeing subject only to limited remedies available to investors•

The fixed-term subordinated debt securities will be subordinated to all of the existing and future
obligations of MUFG other than unsecured fixed-term or perpetual subordinated obligations of MUFG
in the event of MUFG’s bankruptcy, corporate rehabilitation or civil rehabilitation.

•

There is no right of acceleration in the case of non-payment of principal of or interest on the fixed-term
subordinated debt securities or any failure to perform any of our obligations under the fixed-term
subordinated debt securities, subject to limited exceptions.

Risks relating to the perpetual subordinated debt securities being senior only to common shares in
MUFG’s liquidation and being subject only to limited remedies available to investors•

Your right of payment as a holder of the perpetual subordinated debt securities will rank senior inpriority only to the right of holders of our common shares in a liquidation of MUFG.

•

There is no right of acceleration in the case of non-payment of principal of or interest on the perpetual
subordinated debt securities or any failure to perform any of our obligations under the perpetual
subordinated debt securities.

8

Risks Related to the Debt Securities
The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including theBank, the Trust Bank, the Securities HD and MUMSS.
Your claim as a holder of debt securities issued by MUFG is structurally subordinated to the liabilities of
MUFG’s banking and other subsidiaries, including the subsidiaries’ liabilities for deposits, borrowed money,
derivative transactions and trade payables. As a holder of the debt securities, you will only be entitled to assert aclaim as a creditor of MUFG and to be paid out of MUFG’s assets. If any subsidiary of MUFG becomes subject
to insolvency or liquidation proceedings, you will have no right to proceed against the subsidiary’s assets.
MUFG is a holding company that currently has no significant assets other than its investments in, or loans
to, its subsidiaries, and MUFG’s ability to service its debt obligations, including its obligations under the debt
securities, depends on the dividends, loan payments and other funds MUFG receives from its subsidiaries andaffiliates. MUFG may not be able to receive such funds from subsidiaries or affiliates due to adverse changes intheir financial performance or material deterioration in its financial condition, restrictions imposed as a result ofsuch deterioration by relevant laws and regulations, including general corporate law limitations as well asbanking and other regulations, or any contractual obligations, including loss absorption requirements, applicableto the subsidiary or affiliate. Furthermore, if a subsidiary becomes subject to insolvency or liquidation
proceedings, MUFG’s right to participate in the subsidiary’s assets will be subject to the prior claims of thecreditors and any preference shareholders of the subsidiary, except where MUFG is a creditor or preference
shareholder with claims that are recognized to be ranked ahead of, or pari passu with, such claims. As a result,
you may not recover in full your investment in the debt securities even though other investors in or creditors of
our subsidiaries may recover their investments in full.
MUFG’s loans to, or investments in capital instruments issued by, its subsidiaries to be made with the net
proceeds from the sale of the debt securities may contain contractual mechanisms that, upon the occurrence of a
trigger event relating to prudential or financial condition or other events applicable to MUFG or its subsidiaries
under regulatory requirements, will result in a write-down, write-off or conversion into equity of such loans orinvestments, or other changes in the legal or regulatory form or the ranking of the claims MUFG has against thesubsidiaries. For example, to ensure that each of its material subsidiaries in Japan deemed systemically importantby the FSA maintains the minimum level of Internal TLAC (as defined below) required pursuant to the Internal
TLAC requirements in Japan, or to comply with the capital adequacy regulations applicable to its material
subsidiaries, MUFG has extended, and plans to extend, to its material subsidiaries, which are currently the Bank,
the Trust Bank and MUMSS, using the net proceeds from the sale of the debt securities and other debt
instruments, subordinated loans that are intended to qualify as Internal TLAC instruments pursuant to the Internal
TLAC requirements, their Tier 2 capital instruments or Additional Tier 1 capital instruments or other regulatory
capital instruments pursuant to the applicable capital adequacy regulations, as applicable, in Japan, including
those relating to contractual loss absorption provisions, or Contractual Loss Absorption Provisions, that willdischarge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the FSA determinesthat the relevant subsidiaries are non-viable due to material deterioration in their financial condition. Any suchcontractual mechanism, if triggered, could adversely affect MUFG’s ability to obtain repayment of such loans
and investments and to meet its obligations under the debt securities as well as the value of the debt securities.
The debt securities are intended to qualify as our External TLAC debt as well as our Tier 2 capital or
Additional Tier 1 capital, as applicable, and as a result, the value of the debt securities could be materiallyadversely affected, and you may lose all or a portion of your investments.
All of the debt securities are intended to qualify as our external total loss-absorbing capacity, or External
TLAC, debt under the Japanese TLAC Standard (as defined below). The senior debt securities may be subject toloss absorption in a Japanese insolvency proceeding if MUFG becomes subject to orderly resolution measures
under the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended; the “Deposit Insurance Act”) and9

Japanese insolvency laws as described below. The Tier 2 Securities are intended to qualify also as our Tier 2
capital, and the AT1 Securities are intended to qualify also as our Additional Tier 1 capital under the applicable
Japanese laws and regulations. As such, the Tier 2 Securities and the AT1 Securities will be fully andpermanently written down under their respective contractual terms, if MUFG becomes subject to orderly
resolution measures under the Deposit Insurance Act. See also “—Risks Related to the Tier 2 Securities” and“—Risks Related to the AT1 Securities” as well as “Item 4.B. Information on the Company—Business
Overview—Supervision and Regulation—Japan” in our most recent annual report on Form 20-F or any
subsequent update thereto.
The total loss-absorbing capacity, or TLAC, standard in Japan, or the Japanese TLAC Standard, which isapplicable to globally systematically important banks, or G-SIBs, in Japan, including us, requires entities
designated as Domestic Resolution Entities for Covered SIBs (as defined below) to meet certain minimum
External TLAC requirements and to cause any of their material subsidiaries in Japan deemed systemicallyimportant by the FSA or their foreign subsidiaries subject to TLAC or similar requirements in the relevant
jurisdictions to maintain certain minimum level of capital and debt having internal total loss-absorbing andrecapitalization capacity, or Internal TLAC.
The FSA has designated as Domestic Resolution Entities the ultimate holding companies in Japan forJapanese G-SIBs or for a domestic systemically important bank, or D-SIB, deemed to be in particular need for across-border resolution arrangement and of particular systemic significance to the Japanese financial system if it
fails (such G-SIBs and D-SIB, collectively, “Covered SIBs”). In the Japanese TLAC Standard, the FSA has
designated MUFG as the Domestic Resolution Entity for our Group, making MUFG subject to the External
TLAC requirements in Japan, and also designated the Bank, the Trust Bank and MUMSS as our material
subsidiaries in Japan, which are subject to the Internal TLAC requirements in Japan.
The Japanese TLAC Standard does not require that, in order for unsecured senior debt issued by theDomestic Resolution Entity for a G-SIB in Japan to qualify as External TLAC debt, such senior debt be subject
to any contractual write-down, write-off or conversion provisions or to any subordination provisions so long as
its creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the
FSA on the ground that the amount of excluded liabilities of such Domestic Resolution Entity ranking pari passu
with, or junior to, its unsecured senior liabilities does not exceed, in principle, 5% of the aggregate amount of its
External TLAC. In contrast, under the Japanese TLAC Standard, Internal TLAC debt incurred by a material
subsidiary of a G-SIB in Japan is required to be subject to Contractual Loss Absorption Provisions and to besubordinated to such subsidiary’s excluded liabilities. The senior debt securities are intended to qualify as
External TLAC debt under the Japanese TLAC Standard due in part to their structural subordination. See “—Thedebt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, theTrust Bank, the Securities HD and MUMSS.”
The resolution framework for financial institutions under the current Japanese laws and regulations includes(i) measures applied to financial institutions that are solvent on a balance sheet basis to prevent their failure and(ii) orderly resolution measures for financial institutions that have failed or are deemed likely to fail. The
framework applies to banks and certain other financial institutions as well as financial holding companies, such
as MUFG. In the Japanese TLAC Standard and an explanatory paper outlining its approach for the introductionof the TLAC framework in Japan published by FSA, the FSA expressed its view that single point of entry, orSPE, resolution, in which a single national resolution authority applies its resolution tools to the ultimate holding
company in Japan of a financial group, would be the preferred strategy for resolution of Covered SIBs in Japan.
However, it is uncertain which measure is to be taken in a given case, including whether or not the SPE
resolution strategy will actually be elected and implemented in a given case, and orderly resolution measures
may be applied without implementing the measures described in (i) above. Under a possible model of resolutionof a Japanese G-SIB based on the SPE resolution strategy as described in the Japanese TLAC Standard, if the
FSA determines that a material subsidiary in Japan of a financial institution that is a Japanese G-SIB is
non-viable due to material deterioration in its financial condition and issues an order concerning restoration of
10

financial soundness, including recapitalization and restoration of liquidity of such material subsidiary, to theDomestic Resolution Entity for the financial institution under Article 52-33, Paragraph 1 of the Banking Act ofJapan (Act No. 59 of 1981), the material subsidiary’s Internal TLAC instruments will be written off or, if
applicable, converted into equity in accordance with the applicable Contractual Loss Absorption Provisions ofsuch Internal TLAC instruments. Following the write-off or conversion of Internal TLAC instruments, if thePrime Minister recognizes that the financial institution’s liabilities exceed, or are likely to exceed, its assets, orthat it has suspended, or is likely to suspend, payments on its obligations, as a result of the financial institution’sloans to, or other investment in, the material subsidiary becoming subject to loss absorption or otherwise, andfurther recognizes that the failure of such financial institution is likely to cause a significant disruption to theJapanese financial market or system, the Prime Minister may, following deliberation by the Financial Crisis
Response Council, confirm that measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance
Act, generally referred to as Specified Item 2 Measures (tokutei dai nigo sochi), need to be applied to thefinancial institution for its orderly resolution.
Under the capital adequacy regulations in Japan, any confirmation (nintei) by the Prime Minister thatSpecified Item 2 Measures (tokutei dai nigo sochi) need to be applied to a bank holding company will trigger the
point of non-viability clauses of tier 2 and additional tier 1 instruments issued by such bank holding company,
causing such instruments to be written off or, if applicable, converted into equity. Any such confirmation thatSpecified Item 2 Measures (tokutei dai nigo sochi) need to be applied to MUFG constitutes a Non-Viability
Event under the terms of the Tier 2 Securities and the AT1 Securities, causing them to be fully and permanently
written down. See “—Risks Related to the Tier 2 Securities” and “—Risks Related to the AT1 Securities.”
Under current Japanese laws and regulations, upon the application of Specified Item 2 Measures, a financial
institution will be placed under the special supervision by, or if the Prime Minister so orders, under the special
control of, the Deposit Insurance Corporation of Japan, or the Deposit Insurance Corporation. In an orderly
resolution, the Deposit Insurance Corporation would control the operation and management of the financial
institution’s business, assets and liabilities, including the potential transfer to a bridge financial institution
established by the Deposit Insurance Corporation as its subsidiary, or such other financial institution as the
Deposit Insurance Corporation may determine, of the financial institution’s systemically important assets andliabilities, which we expect in the case of MUFG would include the shares of our material subsidiaries based on
the Japanese TLAC Standard. The Prime Minister may prohibit creditors of the financial institution fromattaching any of our assets and claims which are to be transferred to a bridge financial institution or anotherfinancial institution pursuant to Article 126-16 of the Deposit Insurance Act. In a similar manner, the senior debt
securities will limit the ability of holders of the senior debt securities to obtain attachment against our assets set
forth in Article 126-16 of the Deposit Insurance Act (or any successor provision thereto) for a period of 30 days
following the date upon which the Prime Minister confirms that Specified Item 2 Measures need to be applied to
MUFG. The Deposit Insurance Corporation would also control the repayment of liabilities of the financial
institution, and, ultimately, facilitate the orderly resolution of the financial institution through court-administrated
insolvency proceedings. The Deposit Insurance Corporation has broad discretion in its application of thesemeasures in accordance with the Deposit Insurance Act, Japanese insolvency laws and other relevant laws.
Under current Japanese laws and regulations, the senior debt securities are expected to become subject toloss absorption in a Japanese insolvency proceeding if MUFG becomes subject to Specified Item 2 Measures
under the Deposit Insurance Act and Japanese insolvency laws. The application of the Specified Item 2 Measuresor other measures by, or any decision of, the Prime Minister, the Deposit Insurance Corporation or a Japanesecourt may result in your rights as a holder of senior debt securities or the value of your investment in the seniordebt securities being adversely affected. Based on the Japanese TLAC Standard, it is currently expected that thesenior debt securities will not be transferred to a bridge financial institution or other transferee in the orderly
resolution process but will remain as MUFG’s liabilities subject to court-administered insolvency proceedings.
On the other hand, in an orderly resolution process, the shares of MUFG’s subsidiaries may be transferred to abridge financial institution or other transferee, and MUFG would only be entitled to receive consideration
representing the fair value of such shares, which could be significantly less than the book value of such shares.
11With respect to such transfer, holders of the senior debt securities will be deemed to have acknowledged,
accepted, consented and agreed that the senior indenture, dated March 1, 2016, as amended from time to time,
under which the senior debt securities will be issued, or the Senior Indenture, will not limit any sales,
assignments, transfers or conveyances of business made with the permission of a Japanese court in accordancewith Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), including any such sales,
assignments, transfers or conveyances made pursuant to the authority of the Deposit Insurance Corporation torepresent and manage and dispose of the Company’s assets under Article 126-5 of the Deposit Insurance Act (orany successor provision thereto) with the permission of a Japanese court in accordance with Article 126-13 of the
Deposit Insurance Act (or any successor provision thereto). Following such business transfer, the recoverable
value of MUFG’s residual assets in court-administered insolvency proceedings may not be sufficient to fully
satisfy any payment obligations that MUFG may have under its liabilities, including the senior debt securities.
Moreover, the senior debt securities will not be insured or guaranteed by the FDIC, the Deposit Insurance
Corporation or any other government agency or insurer. Accordingly, the holders of the senior debt securities
may lose all or a portion of their investments in the senior debt securities in court-administered insolvency
proceedings.
Our foreign subsidiaries may also be subject to TLAC, the capital adequacy regulations or similar
requirements under the applicable local resolution or prudential regime. A foreign subsidiary may be required tomaintain a minimum amount of eligible debt issued to a parent entity that, at or near the point of resolution, oreven at a point of sounder financial condition, could be cancelled or converted to equity in order for such entity
to absorb losses of and recapitalize its local operations. Such cancellation or conversion, if executed, can affectour ability to repay our debt obligations, including the debt securities.
The circumstances surrounding or triggering orderly resolution are unpredictable, and the Japanese TLAC
Standard is subject to change.
The application of orderly resolution under the Deposit Insurance Act is inherently unpredictable anddepends on a number of factors that may be beyond our control. The commencement of the orderly resolution
process depends on, among other things, a determination by the Prime Minister, following deliberation by the
Financial Crisis Response Council, regarding MUFG’s viability, or the viability of one or more of MUFG’s
subsidiaries, and the risk that their failures may cause a significant disruption to the financial market or systems
in Japan, pursuant to the Deposit Insurance Act. Under the Japanese TLAC Standard and the Japanese capital
adequacy regulations, it is possible that Specified Item 2 Measures may be applied to MUFG as a result of,among other things, absorption of losses by MUFG on its loans to or investments in, or any other Internal TLAC
or other regulatory capital instruments of, any of its material subsidiaries in Japan that are designated assystemically important by the FSA (which, in our case, are the Bank, the Trust Bank and MUMSS) or any of its
foreign subsidiaries that are subject to TLAC, the capital adequacy regulations or similar requirements in therelevant jurisdiction pursuant to the terms of such loans, investments or other Internal TLAC or other regulatory
capital instruments or in accordance with applicable Japanese or foreign laws or regulations then in effect.
However, under the Japanese TLAC Standard and the Japanese capital adequacy regulations, the actual measures
to be taken will be determined by the relevant authorities on a case-by-case basis, and, as a result, it is difficult topredict when, if at all, MUFG may become subject to an orderly resolution process. Accordingly, the market
value of the debt securities may not necessarily be evaluated in a manner similar to other types of debt securities
issued by non-financial institutions or by financial institutions subject to different regulatory regimes. Any
indication or perception that MUFG is approaching circumstances that could result in MUFG becoming subject
to an orderly resolution process could also have an adverse effect on the market price and liquidity of the debt
securities.
In addition, there has been no implementation of the orderly resolution measures in Japan under the Deposit
Insurance Act described in this prospectus to date. Such measures are untested and will be subject tointerpretation and application by the relevant authorities in Japan. It is uncertain how and under what standards
12the relevant authorities in Japan would determine that MUFG’s liabilities exceed, or are deemed likely to exceed,
its assets, or that MUFG has suspended, or is deemed likely to suspend, payment on its obligations indetermining whether to commence an orderly resolution process, and it is possible that particular circumstances
which seem similar may lead to different results. In addition, the sequence and specific actions that will be taken
in connection with orderly resolutions measures and their impact on each series of senior debt securities are
uncertain. It is also uncertain whether a sufficient amount of assets will ultimately be available to the holders of
the senior debt securities. MUFG’s creditors, including the holders of the debt securities, may encounter
difficulty in challenging the application of orderly resolution measures to MUFG.
Although MUFG expects the debt securities to qualify as External TLAC, there is no assurance that the debt
securities will qualify as such, and we may have difficulty meeting the TLAC requirements and may become
subject to adverse regulatory action. The Japanese TLAC Standard currently requires each Japanese G-SIB toissue and maintain External TLAC debt in an amount not less than 18% of its consolidated risk-weighted assets
and 6.75% of total exposure. Deposits with the Bank of Japan are temporarily excluded from the calculation ofExternal TLAC ratio on a total exposure basis from June 30, 2020 until March 31, 2024. On November 11, 2022,
the FSA announced that the applicable external TLAC ratio on a total exposure basis will be raised from 6.75%
to 7.10% on and after April 1, 2024, while deposits with the Bank of Japan continue to be excluded from the total
exposure for the purpose of the calculation of External TLAC ratio in light of exceptional macroeconomic
conditions and other circumstances. The Japanese TLAC Standard is subject to further change, and any suchchange may require us to modify the terms of debt securities MUFG issues in the future, which in turn could
adversely affect the value of the debt securities.
Changes in applicable laws and regulations may adversely affect the rights of holders of the debt securities.
Changes in applicable laws and regulations after the date of issuance of the debt securities may adversely
affect the rights of holders, and the market value, of the debt securities. Such changes in laws and regulations
may include changes in bank regulatory capital, liquidity and leverage requirements and loss-absorption and tax
regimes as well as additional restrictions on our business operations, which may have an adverse effect on an
investment in the debt securities.
In addition, we have the option to redeem the debt securities in whole, but not in part, at 100% of theirprincipal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon theoccurrence of certain tax events as described under “Description of Senior Debt Securities—Optional
Redemption and Repurchases—Optional Tax Redemption,” “Description of Fixed-Term Subordinated Debt
Securities—Optional Redemption and Repurchases—Optional Tax Redemption” and “Description of Perpetual
Subordinated Debt Securities—Optional Redemption and Repurchases—Optional Tax Redemption.”
Furthermore, certain regulatory events triggered under Japanese banking regulations would entitle us to redeem
the Tier 2 Securities or the AT1 Securities as described under “Description of Fixed-Term Subordinated Debt
Securities—Optional Redemption and Repurchases—Optional Regulatory Redemption” and “Description of
Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases—Optional Regulatory
Redemption.” See also “—Risks Related to the Senior Debt Securities—We may redeem the senior debt
securities in our sole discretion or at any time for tax reasons, subject to certain conditions,” “—Risks Related to
the Tier 2 Securities—We may redeem the Tier 2 Securities in our sole discretion on or after the fifth anniversaryof their issuance or at any time for regulatory or tax reasons, subject to certain conditions” and “—Risks Related
to the AT1 Securities—We may redeem the AT1 Securities in our sole discretion on or after the fifth year
anniversary of their issuance or at any time for regulatory or tax reasons, subject to certain conditions.”
Any such and similar legislative and regulatory uncertainty may also negatively affect an investor’s ability
to accurately value the debt securities and, therefore, negatively affect the trading price of the debt securities
given the impact on the debt securities that one or more legislative or regulatory changes or interpretations,
including those described above, could have on the debt securities.
13

The debt securities are complex financial instruments that involve a high degree of risk and may not be asuitable investment for all investors.
The debt securities are complex financial instruments and, as a result, an investment in the debt securities
involves increased risks in comparison to a typical debt investment. Each potential investor of the debt securities
should determine, either alone or with the assistance of a financial or other adviser, the suitability of suchinvestment in light of its own circumstances. In particular, each potential investor should:•

have sufficient knowledge and experience to make a meaningful evaluation of the debt securities, themerits and risks of investing in the debt securities and the information contained in this prospectus andthe accompanying prospectus supplement;•

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the debt securities and the impact the debt securities will
have on its overall investment portfolio;•

have sufficient financial resources and liquidity to bear all of the risks of an investment in the debt
securities;•

understand thoroughly the characteristics of the debt securities, such as the structural subordination andloss absorption mechanism and redemption options as well as, with respect to the Tier 2 Securities,
principal write-down features and applicable subordination provisions and, with respect to the AT1
Securities, principal write-down and interest cancellation features and applicable subordination
provisions;•be able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the corresponding risks; and•understand the accounting, legal, regulatory and tax implications of a purchase, and the holding anddisposal of an interest in the debt securities.

Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this prospectus and any
accompanying prospectus supplement.
There is no established trading market for the debt securities and one may not develop.
The debt securities will have no established trading market when issued, and although we expect to list the
debt securities on the Luxembourg Stock Exchange’s Euro MTF Market or another securities exchange which,where applicable, will be specified in the applicable prospectus supplement, a trading market may never develop.
Even if a market does develop, it may not be liquid and may not continue for the term of the debt securities.
Although underwriters may make a market in the debt securities after the relevant offering is completed, theunderwriters are under no obligation to do so and may discontinue any market-making activities at any time
without notice. Given that the debt securities are complex financial instruments with increased investment risks,
the debt securities may have a more limited secondary market compared to conventional debt securities. If thesecondary market for the debt securities is limited, there may be few or no buyers if you choose to sell yoursenior debt securities and this may reduce the price you receive or your ability to sell the debt securities at all.
See also “—Risks Related to the AT1 Securities—The AT1 Securities have no fixed maturity and no fixed
redemption date and you do not have the right to accelerate the repayment of the principal amount of the AT1
Securities.”
FATCA withholding may become applicable to certain payments on the debt securities.
Certain payments made on the debt securities to a foreign financial institution or non-financial foreign
entity, including such an institution or entity acting as an intermediary, may become subject to a U.S.
14

withholding tax of 30% under provisions of the U.S. Internal Revenue Code of 1986, as amended, and U.S.
Treasury Department regulations thereunder, commonly referred to as FATCA. This U.S. withholding tax may
apply in the future to certain payments on the debt securities, unless the foreign financial institution or nonfinancial foreign entity complies with certain information reporting, withholding, identification, certification andrelated requirements imposed by FATCA or any applicable intergovernmental agreement or pursuant to anagreement with the U.S. Treasury Department. Depending upon the status of a holder and the status of anintermediary through which any debt securities are held, the holder could be subject to this 30% U.S. withholding
tax in respect of any “foreign passthru payments.” The term “foreign passthru payment” is not currently definedin U.S. Treasury Regulations. Under currently proposed regulations, withholding on foreign passthru payments
will not be required with respect to payments made before the date that is two years after the date of publicationof final U.S. Treasury Regulations defining the term “foreign passthru payments.” In any event, no suchwithholding will apply to any payments made on debt securities that are treated as indebtedness for U.S. federal
income tax purposes and issued before (and not materially modified after) the date that is six months after thedate on which final U.S. Treasury Regulations defining the term “foreign passthru payments” are published. If
any amount of withholding is required from payments on the debt securities under FATCA or any applicableintergovernmental agreement, no additional amounts will be payable by us and withheld amounts will be treatedas paid for all purposes under the debt securities. Prospective investors should refer to the section “Taxation—
U.S. Taxation—Potential FATCA Withholding in the Future” and consult their tax advisors regarding theconsequences of FATCA, or any applicable intergovernmental agreement or relevant local legislation
implementing FATCA, to their investments in the debt securities. See also “Description of Senior Debt
Securities—Payment of Additional Amounts,” “Description of Fixed-Term Subordinated Debt Securities—
Payment of Additional Amounts” and “Description of Perpetual Subordinated Debt Securities—Payment of
Additional Amounts.”
A downgrade of any credit rating assigned to the debt securities may adversely affect the market value of thedebt securities.
We intend to seek ratings on the debt securities. Credit ratings may also be assigned to the debt securities by
rating agencies without solicitation from, or provision of information by, us. A rating is based on information
furnished by us or obtained by the rating agency from its own sources and is subject to revisions, suspension orwithdrawal by the rating agency at any time. A credit rating may not reflect the potential impact of all risks
relating to the debt securities and is not a recommendation to buy, sell or hold any securities.
Any rating assigned to us or the debt securities may be withdrawn entirely by a credit rating agency, may besuspended or may be lowered, if, in that credit rating agency’s judgment, circumstances relating to the basis of
the rating so warrant. Ratings may be impacted by a number of factors which can change over time, including thecredit rating agency’s assessment of us or the economic, political or regulatory environment in which we operate.
For example, changes in credit rating agencies’ views of the level of implicit sovereign support for Japanesebanks and their groups are likely to lead to rating downgrades. The credit rating agencies may also revise theratings methodologies applicable to issuers within a particular industry, or political or economic region. If credit
rating agencies perceive there to be adverse changes in the factors affecting an issuer’s credit rating, including byvirtue of changes to applicable ratings methodologies, the credit rating agencies may downgrade, suspend orwithdraw the ratings assigned to an issuer and/or its securities. Revisions to ratings methodologies and actions on
our ratings or ratings of our subsidiaries, including but not limited to the Bank and the Trust Bank, by the credit
rating agencies may occur in the future, which may result in downgrading of our credit ratings.
If we determine to no longer maintain one or more credit ratings, or if any credit rating agency withdraws,
suspends or downgrades the credit ratings of us or the debt securities, or if such a withdrawal, suspension or
downgrade is anticipated, or any credit rating agency places the credit ratings of us or the debt securities on“credit watch” status in contemplation of a downgrade, suspension or withdrawal, whether as a result of thefactors described above or otherwise, such event could adversely affect the liquidity or market value of the debt
securities, whether or not the debt securities had an assigned rating prior to such event.
15

Risks Related to the Senior Debt Securities
We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject tocertain conditions.
We may in our sole discretion redeem the senior debt securities, as described under “Description of Senior
Debt Securities—Optional Redemption and Repurchases—Optional Redemption.” In addition, we have theoption at any time to redeem the senior debt securities upon the occurrence of certain tax events, as describedunder “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Tax
Redemption,” regardless of whether such redemption would be favorable or unfavorable to you. See “—Risks
Related to the Debt Securities—Changes in applicable laws and regulations may adversely affect the rights ofholders of the debt securities.” Any such redemption is subject to certain conditions, including our obtaining
prior confirmation of the FSA (if such confirmation is required under Japanese banking laws and regulations thenin effect).
Any decision by us as to whether we will exercise our option to redeem the senior debt securities will bemade at our absolute discretion, subject to certain conditions. Our decision may be influenced by factors such as,
but not limited to, the economic impact of exercising such option to redeem the senior debt securities, any tax
consequences, the applicable TLAC and other regulatory requirements and the prevailing market conditions. We
may, for example, decide to redeem the senior debt securities prior to their maturity date if the interest payable
on the senior debt securities is greater than the interest that would be payable on our other financial instrumentsof a comparable maturity, of comparable terms and of a comparable credit rating.
You will not have the right to request the redemption of the senior debt securities. As a result, you may berequired to bear the financial risks of an investment in the senior debt securities until maturity. You should notinvest in the senior debt securities with the expectation that we will exercise our option to redeem the senior debt
securities. On the other hand, if we redeem the senior debt securities, you may not be able to reinvest theredemption proceeds in financial instruments offering a yield comparable to that on the senior debt securities.
Furthermore, the redemption feature of the senior debt securities (and, in particular, any market perception that acall right may be exercised) may limit their market value, which is unlikely to rise substantially above the price atwhich the senior debt securities can be redeemed.
The Senior Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of
our assets, or make dividend or other payments and provides limited protection against significant corporate
events and other actions we may take that could adversely impact your investment in the senior debt securities.
The Senior Indenture contains no restrictions on the amount of securities or other liabilities which we may
issue, incur or guarantee, including secured obligations and unsecured obligations ranking pari passu with thesenior debt securities. In the future, we may also incur indebtedness that ranks pari passu with or junior to thesenior debt securities. An increase in the outstanding amount of such securities or other liabilities may limit ourability to meet the obligations under the senior debt securities, and may also reduce the amount recoverable byyou.
Except as required by applicable capital, liquidity and other regulatory requirements, the Senior Indenturealso contains no restrictions on our ability to pledge or dispose of our assets, make investments, or repurchaseshares or pay dividends or make other payments in respect of our common stock or other securities, any of which
could adversely affect our ability to pay our obligations under the senior debt securities.
In addition, except as required by applicable capital, liquidity and other regulatory requirements, the Senior
Indenture contains no financial covenants, including those requiring us to maintain any financial ratios or specificlevels of net worth, revenues, income, cash flow or liquidity. You are not protected under the Senior Indenture ina merger or other change of control event, except to the extent described under “Description of Senior Debt
Securities—Covenants.”
16

Risks Related to the Fixed-Term Subordinated Debt Securities (Tier 2 Securities)
The Tier 2 Securities will be subject to a Non-Viability Write-Down upon the occurrence of a Non-Viability
Event, in which case you will lose the entire value of your investment.
The Tier 2 Securities are intended to qualify as our Tier 2 capital under the Japanese banking regulations
and contain non-viability write-down provisions. Under such provisions, if a Non-Viability Event occurs, theTier 2 Securities will be subject to a Non-Viability Write-Down on a Write-Down Date, which means that thefull principal amount of the Tier 2 Securities will be permanently written down to nil, that the Tier 2 Securities
will be cancelled, and that you will be deemed to have irrevocably waived your right to claim or receive any
payment of principal of or interest on the Tier 2 Securities (including any additional amounts with respect
thereto) unless such payments had become due and payable prior to the occurrence of the Non-Viability Eventand remain unpaid, as further described in “Description of Fixed-Term Subordinated Debt Securities—WriteDown and Cancellation upon a Non-Viability Event.”
A Non-Viability Event will be deemed to have occurred for purposes of the Tier 2 Securities at the time
when the Prime Minister of Japan confirms (nintei) that Specified Item 2 measures (tokutei dai nigo sochi) need
to be applied to MUFG under circumstances where its liabilities exceed or are likely to exceed its assets, orwhere it has suspended or is likely to suspend payment on its obligations, as described in “—Risks Related to the
Debt Securities—The debt securities are intended to qualify as our External TLAC debt as well as our Tier 2
capital or Additional Tier 1 capital, as applicable, and as a result, the value of the debt securities could bematerially adversely affected, and you may lose all or a portion of your investments.” By your purchase or
acquisition of Tier 2 Securities, you will be deemed to have agreed to be bound by any Non-Viability WriteDown triggered by any such confirmation made by the Prime Minister of Japan.
If a Non-Viability Event occurs, it is expected that a Non-Viability Write-Down would take place before thedetermination on the treatment of the Company’s remaining liabilities, shares or other securities without similar
write-down features. Upon the occurrence of a Non-Viability Event, a Non-Viability Write-Down of the Tier 2
Securities will occur even if we have, or are restructured solely by such Non-Viability Write-Down to have,sufficient assets available to fulfill our obligations under, or settle the claims of holders of, the Tier 2 Securities
or other liabilities that rank pari passu with or junior to the Tier 2 Securities, or any classes of common shares orpreferred shares, in each case which do not contain similar write-down provisions, and even if such otherliabilities or shares remain outstanding after the occurrence of a Non-Viability Event. Under current Japaneselaws and regulations, none of such liabilities or shares which do not contain similar write-down provisions will
be generally subject to any write-down or conversion to common shares, unless we become subject to courtadministered insolvency proceedings, and even if a Non-Viability Event occurs, we may not become subject tocourt-administered insolvency proceedings. As a result, the holders of the Tier 2 Securities may also recover lessratably, if at all, than the holders of liabilities that rank pari passu with or junior to the Tier 2 Securities, or any
classes of common shares or preferred shares, in each case which do not contain similar write-down provisions,or may not recover at all.
Furthermore, except for claims for payments under the Tier 2 Securities that have become due and payableprior to the occurrence of a Non-Viability Event, upon the occurrence of a Non-Viability Event, you will have norights whatsoever under the Tier 2 Securities or the Fixed-Term Subordinated Indenture under which the Tier 2
Securities will be issued, or the Tier 2 Indenture, to take any action or enforce any rights or to instruct the trustee
to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off,compensation or retention in respect of any amount owed to you by us under, or in connection with, the Tier 2
Securities, and will not be entitled to make any claim in any bankruptcy, insolvency, liquidation or similar
proceedings involving us or have any ability to initiate or participate in any such proceedings. Upon theoccurrence of a Non-Viability Event, you will not receive any shares or other participation rights in the Company
or be entitled to any other participation in the upside potential of any equity or debt securities of the Company, or
be entitled to any compensation in the event of any change in the Company’s potential recovery.

17

In addition, you will have no right to receive any compensation whatsoever for any loss resulting from adelay between the occurrence of a Non-Viability Event and your receipt of any notice of the ensuing principal
write-down or between the occurrence of a Non-Viability Event and DTC’s processing of any relevant writedown notice. See “—Following a Non-Viability Event, clearance and settlement of Tier 2 Securities will besuspended and may not be completed as expected or at all.”
By your purchase or acquisition of the Tier 2 Securities, you will be deemed to have agreed to the foregoing.
The circumstances surrounding or triggering a Non-Viability Event, including future regulatory changes, areunpredictable.
The occurrence of a Non-Viability Event, and therefore a Non-Viability Write-Down, is inherently
unpredictable and depends on a number of factors that may be beyond our control. The occurrence of a
Non-Viability Event is dependent upon, among other things, a determination by the Prime Minister, following
deliberation by the Financial Crisis Response Council, regarding MUFG’s viability or the viability of one ormore of MUFG’s subsidiaries, and the risk that their failures may cause a significant disruption to the financial
market or systems in Japan, pursuant to the Deposit Insurance Act. Under the Japanese TLAC Standard and theJapanese capital adequacy regulations, it is possible that Specified Item 2 Measures may be applied to MUFG asa result of, among other things, absorption of losses by MUFG on its loans to or investments in, or any other
Internal TLAC or other regulatory capital instruments of, any of its material subsidiaries in Japan that aredesignated as systemically important by the FSA (which, in our case, are the Bank, the Trust Bank and MUMSS)
or any of its foreign subsidiaries that are subject to TLAC, the capital adequacy regulations or similar
requirements in the relevant jurisdiction pursuant to the terms of such loans, investments or other Internal TLAC
or other regulatory capital instruments or in accordance with applicable Japanese or foreign laws or regulations
then in effect. However, under the Japanese TLAC Standard and the Japanese capital adequacy regulations, what
measures to be actually taken will be determined by the relevant authorities on a case-by-case basis, and, as aresult, it is difficult to predict when, if at all, the Prime Minister may confirm that Specified Item 2 Measuresneed to be applied to us, which triggers the occurrence of a Non-Viability Event. See “Item 4.B. Business
Overview—Supervision and Regulation” in our most recent annual report on Form 20-F or any subsequent
update thereto.
In addition, there has been no implementation of Specified Item 2 Measures under the Deposit Insurance
Act described in this prospectus to date. Such measures are untested and will be subject to interpretation andapplication by the relevant authorities in Japan. It is uncertain how and under what standards the relevant
authorities in Japan would determine that MUFG’s liabilities exceed, or are deemed likely to exceed, its assets, orthat MUFG has suspended, or is deemed likely to suspend, payment on its obligations in determining whether toapply Specified Item 2 Measures, which determination would trigger a Non-Viability Event under the Tier 2
Securities, and it is possible that particular circumstances which seem similar may lead to different results. For
example, it is possible that the FSA determines that one of our material subsidiaries is non-viable due to material
deterioration in its financial condition, even if its regulatory capital ratios are sufficiently higher than theminimum requirements, and requires the material subsidiary’s Internal TLAC instruments or other regulatory
capital instruments to be written off, and following the write-off of such Internal TLAC instruments or otherregulatory capital instruments, the Prime Minister of Japan confirms that Specified Item 2 Measures need to be
applied to us based on its determination that MUFG’s liabilities exceed, or are deemed likely to exceed, its
assets. MUFG’s creditors, including the holders of the Tier 2 Securities, may encounter difficulty in challenging
the application of Specified Item 2 Measures or other orderly resolution measures to MUFG.
Accordingly, the market value of the Tier 2 Securities may not necessarily be evaluated in a manner similar
to other types of debt securities issued by non-financial institutions or by financial institutions subject to different
regulatory regimes. In addition, the trading behavior of the Tier 2 Securities may not necessarily follow thetrading behavior of other types of securities. Any indication or perception that we are approaching circumstancesthat could result in a Non-Viability Event occurring may also have an adverse effect on the market price andliquidity of the Tier 2 Securities.
18

In addition, the liquidity of the market for, and market prices of, the Tier 2 Securities could be adversely
affected, for example, if securities similar to the Tier 2 Securities issued by other banks are not redeemed whenthe market expects redemption or are written down. As a result, you may not find buyers for your Tier 2
Securities at prices close to their principal amount or at any price, and you may lose all or part of the value of
your investment in the Tier 2 Securities.
Furthermore, future regulatory or legislative developments, including relating to the Japanese capital
adequacy regulations, or other factors (including changes in the official positions regarding application orinterpretation of applicable laws and regulations) could lead to our issuing any subordinated debt securities in the
future that have a write-down (or equity conversion) provision with procedures different from the Non-Viability
Write-Down provisions of the Tier 2 Securities and that may have terms more favorable to holders of suchsecurities compared to the Tier 2 Securities. Such developments or other factors could also lead to our exercising
the option to redeem the Tier 2 Securities prior to maturity if the Tier 2 Securities should no longer be treated as
our Tier 2 capital under the Japanese banking regulations. As a consequence, the value of the Tier 2 Securities
could be adversely affected.
The Tier 2 Securities constitute subordinated obligations.
The Tier 2 Securities will constitute fixed-term, direct and unsecured obligations of MUFG and, in the eventof our bankruptcy, corporate reorganization, civil rehabilitation, or a “Subordination Event,” will be subordinatedto all of the existing and future obligations of MUFG other than liabilities under the Tier 2 Securities and any
liabilities of MUFG which rank, or are expressed to rank, effectively either pari passu with, or junior to, theliabilities under the Tier 2 Securities, and will rank pari passu with other unsecured fixed-term subordinatedobligations of MUFG, subject to a principal write-down, as further described in “Description of Fixed-Term
Subordinated Debt Securities—Subordination.”
Upon the occurrence of a Subordination Event, your right of payment as a holder of Tier 2 Securities will
rank senior in priority only to any payments to creditors of our unsecured and perpetual subordinated obligations
and holders of our preferred and common shares, and our assets will be applied to satisfy all claims of creditorsthat are senior to the claims of holders of Tier 2 Securities before being applied to satisfy your claims. If we do
not have sufficient assets to settle claims of such senior creditors in full, your claims will not be settled and, as aresult, you will lose the entire amount of your investment in the Tier 2 Securities. In case of a Subordination
Event, the Tier 2 Securities will share equally in payment with claims in respect of liabilities ranking pari passu
with the Tier 2 Securities, including any other series of tier 2 debt securities issued under the Tier 2 Indenture, if
we do not have sufficient funds to make full payments on all of them, as applicable. In such a situation, you may
lose all or part of your investment. As a practical matter, if a Non-Viability Event occurs, the principal amount of
the Tier 2 Securities will be written down, and as a result, you will lose all of your investment while the holdersof liabilities or shares that otherwise rank pari passu with or junior to the Tier 2 Securities may be able to recoversome or all of their investments.
Subject to compliance with applicable regulatory requirements, we expect from time to time to incur
additional indebtedness or other obligations that will constitute senior or subordinated indebtedness, and theTier 2 Securities or the Tier 2 Indenture do not contain any provisions restricting the ability of us or our
subsidiaries to incur senior or subordinated indebtedness. Although the Tier 2 Securities may pay a higher rate ofinterest than comparable securities which are not so subordinated, you may lose all or some of your investment in
the Tier 2 Securities upon the occurrence of a Subordination Event since our assets will be available for any
payment to you only after all of our senior creditors have been paid in full. In the future, we may also incur
indebtedness that ranks pari passu with or junior to the Tier 2 Securities but are not subject to write-down
provisions similar to those of the Tier 2 Securities, which may provide for a higher recovery than the Tier 2
Securities as a result of the effects of any write-down of the principal amount of the Tier 2 Securities.
Furthermore, if a competent court in Japan shall have adjudicated the Company to be subject to bankruptcy
proceedings under the Bankruptcy Law of Japan (Law No. 75 of 2004, as amended; the “Bankruptcy Law”), the19claims of the holders of the Tier 2 Securities will rank junior to the claims of all statutory subordinatedbankruptcy claims (retsugoteki hasan saiken), as set forth in the Bankruptcy Law in more detail, in distribution insuch bankruptcy proceedings. As of the date of this prospectus, statutory subordinated bankruptcy claims
include: (i) any claim for interest, damages, penalty, taxes or certain other amounts arising after thecommencement of bankruptcy proceedings, (ii) such portion of a claim with a fixed due date that is to becomedue after the commencement of bankruptcy proceedings and bears no interest, as corresponds to the amount of
statutory interest for the claim to be accrued according to the number of years during the period from the time ofcommencement of bankruptcy proceedings until the due date, (iii) such portion of a claim with an uncertain due
date that is to become due after the commencement of bankruptcy proceedings and bears no interest, as
corresponds to the difference between the amount of the claim and the amount of the claim estimated as of thetime of commencement of bankruptcy proceedings, or (iv) such portion of a claim for periodic payments theamount and duration of which are fixed, as corresponds to the total of the amounts calculated with regard to therespective periodic payments in accordance with the provisions of (ii) above of this paragraph.
Pursuant to the provisions of the Bankruptcy Law, the Corporate Reorganization Law of Japan (Law
No. 154 of 2002, as amended; the “Corporate Reorganization Law”) or the Civil Rehabilitation Law of Japan(Law No. 225 of 1999, as amended; the “Civil Rehabilitation Law”), the holders of our liabilities (bothsubordinated and unsubordinated) will be required to file a notice of claim in Japan upon the occurrence of a
Subordination Event (other than a Foreign Event). Upon the expiration of the period for filing such notices, basedon the notices filed and our records, an official list of liabilities based on which distributions are to be made in abankruptcy proceeding, corporate reorganization proceeding or civil rehabilitation proceeding will be determined
pursuant to the provisions of the Bankruptcy Law, the Corporate Reorganization Law or the Civil Rehabilitation
Law. We will have no liability to you for any loss resulting from your failure to receive any distribution, or fromany delay in the receipt thereof, in each case as a result of your (or your custodian, nominee, broker or otherrepresentative) failing to duly submit a notice of claim in Japan in a timely manner or at all.
The Tier 2 Indenture does not contain any limitations on our incurrence or assumption of indebtedness orother liabilities that are senior to or rank pari passu with the Tier 2 Securities.
In addition, the Tier 2 Securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries.
See “—Risks Related to the Debt Securities—The debt securities will be structurally subordinated to theliabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, the Securities HD and MUMSS.”
We may redeem the Tier 2 Securities in our sole discretion on or after the fifth anniversary of their issuanceor at any time for regulatory or tax reasons, subject to certain conditions.
We may in our sole discretion redeem the Tier 2 Securities in whole, but not in part, on such day falling on
or after the fifth year anniversary of their issuance as may be determined by us at 100% of their principal amountplus any accrued and unpaid interest to (but excluding) the date of redemption, as described under “Descriptionof Fixed-Term Subordinated Debt Securities—Optional Redemption and Repurchases—Optional Redemption.”
In addition, we have the option at any time to redeem the Tier 2 Securities in whole, but not in part, at 100% of
their principal amount outstanding at the time plus any accrued and unpaid interest to (but excluding) the date ofredemption, upon our determination that there is more than an insubstantial risk that the Tier 2 Securities may nolonger be included in our Tier 2 capital, as described under “Description of Fixed-Term Subordinated Debt
Securities—Optional Redemption and Repurchases—Optional Regulatory Redemption,” or upon the occurrenceof certain tax events as described under “Description of Fixed-Term Subordinated Debt Securities—Optional
Redemption and Repurchases—Optional Tax Redemption,” regardless of whether such redemption would befavorable or unfavorable to you. See “—Risks Related to the Debt Securities—Changes in applicable laws andregulations may adversely affect the rights of holders of the debt securities.” Any such redemption is subject tocertain conditions, including our obtaining prior confirmation of the FSA (if such confirmation is required underJapanese banking laws and regulations then in effect).

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Any decision by us as to whether we will exercise our option to redeem the Tier 2 Securities will be made at
our absolute discretion, subject to certain conditions. Our decision may be influenced by factors such as, but notlimited to, the economic impact of exercising such option to redeem the Tier 2 Securities, the applicable capital,
TLAC, and other regulatory requirements, any tax consequences, and the prevailing market conditions. We may,for example, decide to redeem the Tier 2 Securities prior to their maturity if the interest payable on the Tier 2
Securities is greater than the interest that would be payable on our other financial instruments of a comparable
maturity, of comparable terms and of a comparable credit rating.
You will not have the right to request the redemption of the Tier 2 Securities. As a result, you may berequired to bear the financial risks of an investment in the Tier 2 Securities until maturity. You should not invest
in the Tier 2 Securities with the expectation that we will exercise our option to redeem them. On the other hand,
if we redeem the Tier 2 Securities, you may not be able to reinvest the redemption proceeds in financial
instruments offering a yield comparable to that on the Tier 2 Securities. Furthermore, the redemption feature of
the Tier 2 Securities (and, in particular, any market perception that a call right may be exercised) may limit theirmarket value, which is unlikely to rise substantially above the price at which the Tier 2 Securities can beredeemed.
The remedies available to you as holders of the Tier 2 Securities are limited.
There is no right of acceleration in the case of non-payment of principal of or interest on the Tier 2
Securities or of a failure to perform any of our obligations under or in respect of the Tier 2 Securities, subject
only to the exception that payment of the principal amount of the Tier 2 Securities may be accelerated upon theoccurrence of a Subordination Event, in which case you will have a subordinated claim for an amount equal tothe amount of principal plus any accrued and unpaid interest. Otherwise, you may not demand repayment orredemption of the principal amount of the Tier 2 Securities prior to maturity. Moreover, by your purchase or
acquisition of the Tier 2 Securities, you will be deemed to have agreed to have no rights to take any action or
enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever in connection with
the Tier 2 Securities upon the occurrence of a Non-Viability Event.
Upon the occurrence of a Subordination Event, the sole remedy against us practically available for recoveryof amounts owing under the Tier 2 Securities is that, subject to certain conditions, the trustee, on behalf of theholders of the Tier 2 Securities may, at its discretion, or will at the direction of the holders of 25% of theaggregate principal amount of the outstanding Tier 2 Securities, subject to applicable laws, prove in ourbankruptcy, corporate reorganization, civil rehabilitation or other insolvency proceedings.
The remedies under the Tier 2 Securities are more limited than those typically available to our othercreditors. For further detail regarding the limited remedies of the trustee (acting on your behalf) and you as aholder of Tier 2 Securities, see “Description of Fixed-Term Subordinated Debt Securities—Acceleration Event;
Limited Rights of Acceleration.”
Following a Non-Viability Event, clearance and settlement of Tier 2 Securities will be suspended and may not
be completed as expected or at all.
Upon the occurrence of a Non-Viability Event, we will endeavor to deliver a notice of principal write-down
to the holders of the Tier 2 Securities through DTC as described in “Description of Fixed-Term SubordinatedDebt Securities—Write-Down and Cancellation upon a Non-Viability Event.” Following the receipt of such
write-down notice, DTC is expected to suspend all clearance and settlement of transfers of Tier 2 Securities. Due
to such suspension, you will not be able to settle any transfer of Tier 2 Securities even if the transfer is initiatedprior to such suspension.
DTC’s processing of such write-down notice may only be completed after the date on which the relevant
principal write-down is scheduled. No assurance can be given as to the period of time required by DTC to21

complete the update of its records or the availability of procedures to effect any principal write-down in a timely
manner or at all. Due to such delay or unavailability, a transfer that is initiated prior to a Non-Viability Eventmay fail to settle and the transferor may be unable to receive any settlement amount through DTC. On the other
hand, a transfer may be settled though initiated after a Non-Viability Event if processed before DTC’s
suspension, in which case the transferee may be required to pay the settlement amount through DTC. However,no right to recover or receive compensation for any loss resulting from any such settlement or failed settlement
will be available to you once a Non-Viability has occurred, regardless of whether you have received actual orconstructive notice of such fact or otherwise. See “—The Tier 2 Securities will be subject to a Non-Viability
Write-Down upon the occurrence of a Non-Viability Event, in which case you will lose the entire value of yourinvestment.”
As a result, notwithstanding such delay or unavailability, holders of Tier 2 Securities may lose the entire
value of their investment in Tier 2 Securities on the date on which the relevant principal write-down occurs.
Furthermore, the conveyance of a write-down notice and settlement with respect to Tier 2 Securities following a
Non-Viability Event will be subject to such procedures of DTC and the relevant participants as may be in effectfrom time to time.
The Tier 2 Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of
our assets, or make dividend or other payments and provides limited protection against significant corporate
events and other actions we may take that could adversely impact your investment in the Tier 2 Securities.
The Tier 2 Indenture contains no restrictions on the amount of securities or other liabilities which we may
issue, incur or guarantee, including secured obligations and unsecured obligations that rank senior to the Tier 2
Securities or that rank pari passu with the Tier 2 Securities. In the future, we may also incur indebtedness thatranks pari passu with or junior to the Tier 2 Securities but is not subject to write-down provisions similar to theTier 2 Securities. An increase in the outstanding amount of such securities or other liabilities may limit ourability to meet the obligations under the Tier 2 Securities, and may also reduce the amount recoverable by you.
Except as required by applicable capital, liquidity and other regulatory requirements, the Tier 2 Indenturealso contains no restrictions on our ability to pledge or dispose of our assets, make investments, or repurchaseshares or pay dividends or make other payments in respect of our common stock or other securities, any of which
could adversely affect our ability to pay our obligations under the Tier 2 Securities.
In addition, except as required by applicable capital, liquidity and other regulatory standards, the Tier 2
Indenture contains no financial covenants, including those requiring us to maintain any financial ratios or specificlevels of net worth, revenues, income, cash flow or liquidity. You are not protected under the Tier 2 Indenture ina merger or other change of control event, except to the extent described under “Description of Fixed-Term
Subordinated Debt Securities—Covenants.”
The Tier 2 Securities may be assigned a credit rating below investment grade, in which case the Tier 2
Securities will be subject to the risks associated with non-investment grade securities.
The Tier 2 Securities may be assigned a credit rating below investment grade upon issuance or downgradedfrom investment grade to below investment grade after issuance. See “—Risks Related to the Debt Securities—A
downgrade of any credit rating assigned to the debt securities may adversely affect the market value of the debt
securities.” In such case, the Tier 2 Securities will be subject to a higher risk of price volatility than higher-rated
securities. Furthermore, decreases in our capital ratios, negative changes in our liquidity conditions, increases in
our leverage or deteriorating outlooks for us, or volatile markets, could lead to a significant deterioration inmarket prices of below-investment grade rated securities.
The treatment of the Tier 2 Securities for U.S. federal income tax purposes is uncertain.
The treatment of the Tier 2 Securities for U.S. federal income tax purposes is uncertain. The determinationof whether an obligation represents debt, equity, or some other instrument or interest for U.S. federal income tax
22purposes is based on all the relevant facts and circumstances at the time the obligation is issued. There is no
direct legal authority as to the proper U.S. federal income tax treatment of instruments such as the Tier 2
Securities that are denominated as debt instruments and have certain significant debt features, but that provide fora possible write-down under which investors could lose all of their investment in the instruments and any
associated creditor rights upon the occurrence of an event that triggers such write-down.
Although the matter is not free from doubt, except to the extent otherwise discussed in any applicableprospectus supplement, we intend to take the position (to the extent that we are required to take a position) that
the Tier 2 Securities will be treated as indebtedness for U.S. federal income tax purposes. However, we will not
request any ruling from the U.S. Internal Revenue Service, or the IRS, regarding the treatment of the Tier 2
Securities for U.S. federal income tax purposes and the IRS or a court may conclude that the Tier 2 Securities
should be treated as equity for U.S. federal income tax purposes (or assert some other alternative tax treatment).
Prospective investors should consult their tax advisors as to the proper characterization of the Tier 2 Securities
for U.S. federal income tax purposes. See “Taxation—U.S. Taxation—Taxation of Debt Securities.”
Risks Related to the Perpetual Subordinated Debt Securities (AT1 Securities)
The AT1 Securities have no fixed maturity and no fixed redemption date and you do not have the right toaccelerate the repayment of the principal amount of the AT1 Securities.
The AT1 Securities are perpetual securities and have no fixed maturity date or fixed redemption date.
Moreover, you do not have the right to cause the AT1 Securities to be redeemed or otherwise accelerate therepayment of the principal amount of the AT1 Securities. As described under “Description of Perpetual
Subordinated Debt Securities—Subordination,” if a Liquidation Event occurs and is continuing, you will only
have a Liquidation Claim and any payments with respect to such Liquidation Claim will be subject to various
conditions and may not be paid. Accordingly, we are under no obligation to repay or redeem (in whole or in part)the principal amount of the AT1 Securities at any time prior to such Liquidation Event and, even upon aLiquidation Event, no payment may be made in respect of a Liquidation Claim unless the specific conditions set
forth in “Description of Perpetual Subordinated Debt Securities—Subordination” have been satisfied. As a result,
you may not receive any repayment of principal of the AT1 Securities.
Given that the AT1 Securities are perpetual securities, a sale of your AT1 Securities in the secondary market
may be the only means to recover your investment in the AT1 Securities. In addition to the customary risks of
illiquidity in the market for a new issue of securities, the AT1 Securities may be especially susceptible to illiquid
secondary markets and significant fluctuations in secondary trading prices. For example, if securities similar to
the AT1 Securities issued by other banks are not redeemed when the market expects redemption or are written
down, or if interest payments are cancelled, the liquidity of the market for, and market prices of, the AT1
Securities could be adversely affected. As a result, you may not find buyers for your AT1 Securities at prices
close to their principal amount or at any price, and you may lose all or part of the value of your investment in the
AT1 Securities.
The AT1 Securities will be subject to a Write-Down and Cancellation upon the occurrence of a Non-Viability
Event, in which case you will lose the entire value of your investment.
The AT1 Securities are intended to qualify as our Additional Tier 1 capital under the Japanese banking
regulations and contain non-viability write-down provisions. Under such provisions, if a Non-Viability Eventoccurs, the AT1 Securities will be subject to a Write-Down and Cancellation on a Write-Down and Cancellation
Date, which means that the full principal amount of the AT1 Securities will be permanently written down to nil,that the AT1 Securities will be cancelled, and that you will be deemed to have irrevocably waived your right toclaim or receive any payment of principal of or interest on the AT1 Securities (including any additional amounts
with respect thereto) unless such payments have become due and payable prior to the occurrence of the
Non-Viability Event and remain unpaid, as further described in “Description of Perpetual Subordinated Debt
Securities—Write-Downs and Write-Ups—Write-Down and Cancellation upon a Non-Viability Event orBankruptcy Event.”
23

A Non-Viability Event will be deemed to have occurred for purposes of the AT1 Securities at the time when thePrime Minister of Japan confirms (nintei) that Specified Item 2 measures (tokutei dai nigo sochi) need to be applied to
MUFG under circumstances where its liabilities exceed or are likely to exceed its assets, or where it has suspended or
is likely to suspend payment on its obligations, as described in “—Risks Related to the Debt Securities—The debt
securities are intended to qualify as our External TLAC debt as well as our Tier 2 capital or Additional Tier 1 capital,
as applicable, and as a result, the value of the debt securities could be materially adversely affected, and you may lose
all or a portion of your investments.” By your purchase or acquisition of AT1 Securities, you will be deemed to haveagreed to be bound by any Write-Down and Cancellation triggered by any such confirmation made by the Prime
Minister of Japan.
If a Non-Viability Event occurs, it is expected that a Write-Down and Cancellation would take place before
the determination on the treatment of the Company’s remaining liabilities, shares or other securities without
similar write-down features. Upon the occurrence of a Non-Viability Event, a Write-Down and Cancellation of
the AT1 Securities will occur even if we have, or are restructured solely by such Write-Down and Cancellation tohave, sufficient assets available to fulfill our obligations under, or settle the claims of holders of, the AT1
Securities or other liabilities that rank pari passu with or junior to the AT1 Securities, or any classes of commonshares or preferred shares, in each case which do not contain similar write-down provisions, and even if suchother liabilities or shares remain outstanding after the occurrence of a Non-Viability Event. Under current
Japanese laws and regulations, none of such liabilities or shares which do not contain similar write-down
provisions will be generally subject to any write-down or conversion to common shares, unless we become
subject to court-administered insolvency proceedings, and even if a Non-Viability Event occurs, we may not
become subject to a court-administered insolvency proceedings. As a result, the holders of the AT1 Securities
may also recover less ratably, if at all, than the holders of liabilities that rank pari passu with or junior to the AT1
Securities, or any classes of common shares or preferred shares, in each case which do not contain similar writedown provisions.
Furthermore, except for claims for payments under the AT1 Securities that have become due and payableprior to the occurrence of a Non-Viability Event, upon the occurrence of a Non-Viability Event, you will have norights whatsoever under the AT1 Securities or the Perpetual Subordinated Indenture under which the AT1
Securities will be issued, or the AT1 Indenture, to take any action or enforce any rights or to instruct the trustee
to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off,compensation or retention in respect of any amount owed to you by us under, or in connection with, the AT1
Securities, and will not be entitled to make any claim in any bankruptcy, insolvency, liquidation or similar
proceedings involving us or have any ability to initiate or participate in any such proceedings. Upon theoccurrence of a Non-Viability Event, you will not receive any shares or other participation rights in the Company
or be entitled to any other participation in the upside potential of any equity or debt securities of the Company, or
be entitled to any compensation in the event of any change in the Company’s potential recovery.
In addition, you will have no right to receive any compensation whatsoever for any loss resulting from adelay between the occurrence of a Non-Viability Event and your receipt of any notice of the ensuing principal
write-down or between the occurrence of a Non-Viability Event and DTC’s processing of any relevant writedown notice. See “—Following a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event, clearance
and settlement of AT1 Securities will be suspended and may not be completed as expected or at all.”
By your purchase or acquisition of the AT1 Securities, you will be deemed to have agreed to the foregoing.
The circumstances surrounding or triggering a Non-Viability Event, including future regulatory changes, areunpredictable.
The occurrence of a Non-Viability Event, and therefore a Write-Down and Cancellation, is inherently
unpredictable and depends on a number of factors that may be beyond our control. The occurrence of a
Non-Viability Event is dependent upon, among other things, a determination by the Prime Minister, following
24

deliberation by the Financial Crisis Response Council, regarding MUFG’s viability or the viability of one ormore of MUFG’s subsidiaries, and the risk that their failures may cause a significant disruption to the financial
market or systems in Japan, pursuant to the Deposit Insurance Act. Under the Japanese TLAC Standard and theJapanese capital adequacy regulations, it is possible that Specified Item 2 Measures may be applied to MUFG asa result of, among other things, absorption of losses by MUFG on its loans to or investments in, or any other
Internal TLAC or other regulatory capital instruments of, any of its material subsidiaries in Japan that aredesignated as systemically important by the FSA (which, in our case, are the Bank, the Trust Bank and MUMSS)
or any of its foreign subsidiaries that are subject to TLAC, the capital adequacy regulations or similar
requirements in the relevant jurisdiction pursuant to the terms of such loans, investments or other Internal TLAC
or other regulatory capital instruments or in accordance with applicable Japanese or foreign laws or regulations
then in effect. However, under the Japanese TLAC Standard and the Japanese capital adequacy regulations, what
measures to be actually taken will be determined by the relevant authorities on a case-by-case basis, and, as aresult, it is difficult to predict when, if at all, the Prime Minister may confirm that Specified Item 2 Measuresneed to be applied to us, which triggers the occurrence of a Non-Viability Event. See “Item 4.B. Business
Overview—Supervision and Regulation” in our most recent annual report on Form 20-F or any subsequent
update thereto.
In addition, there has been no implementation of Specified Item 2 Measures under the Deposit Insurance
Act described in this prospectus to date. Such measures are untested and will be subject to interpretation andapplication by the relevant authorities in Japan. It is uncertain how and under what standards the relevant
authorities in Japan would determine that MUFG’s liabilities exceed, or are deemed likely to exceed, its assets, orthat MUFG has suspended, or is deemed likely to suspend, payment on its obligations in determining whether toapply Specified Item 2 Measures, which determination would trigger a Non-Viability Event under the AT1
Securities, and it is possible that particular circumstances which seem similar may lead to different results. For
example, it is possible that the FSA determines that one of our material subsidiaries is non-viable due to material
deterioration in its financial condition, even if its regulatory capital ratios are sufficiently higher than theminimum requirements, and requires the material subsidiary’s Internal TLAC instruments or other regulatory
capital instruments to be written off, and following the write-off of such Internal TLAC instruments or otherregulatory capital instruments, the Prime Minister of Japan confirms that Specified Item 2 Measures need to be
applied to us based on its determination that MUFG’s liabilities exceed, or are deemed likely to exceed, its
assets. MUFG’s creditors, including the holders of the AT1 Securities, may encounter difficulty in challenging
the application of Specified Item 2 Measures or other orderly resolution measures to MUFG.
Accordingly, the market value of the AT1 Securities may not necessarily be evaluated in a manner similar toother types of debt securities issued by non-financial institutions or by financial institutions subject to different
regulatory regimes. In addition, the trading behavior of the AT1 Securities may not necessarily follow the trading
behavior of other types of securities. Any indication or perception that we are approaching circumstances that
could result in a Non-Viability Event occurring may also have an adverse effect on the market price and liquidityof the AT1 Securities.
Furthermore, future regulatory or legislative developments, including relating to the Japanese capital
adequacy regulations, or other factors (including changes in the official positions regarding application orinterpretation of applicable laws and regulations) could lead to our issuing any subordinated debt securities in the
future that have a write-down (or equity conversion) provision with procedures different from the Write-Down
and Cancellation provisions of the AT1 Securities and that may have terms more favorable to holders of suchsecurities compared to the AT1 Securities. Such developments or other factors could also lead to our exercising
the option to redeem the AT1 Securities if the AT1 Securities should no longer be treated as our Additional Tier
1 capital under the Japanese banking regulations. As a consequence, the value of the AT1 Securities could be
adversely affected.

25

The AT1 Securities will be subject to a Write-Down and Cancellation upon the occurrence of a Bankruptcy
Event, in which case you will lose the entire value of your investment.
The AT1 Securities are intended to qualify as our Additional Tier 1 capital under the Japanese banking
regulations and contain bankruptcy write-down provisions. Under such provisions, if a Bankruptcy Event occurs,
the AT1 Securities will be subject to a Write-Down and Cancellation immediately upon the occurrence of a
Bankruptcy Event, which means that the full principal amount of the AT1 Securities will be permanently written
down to nil, that the AT1 Securities will be cancelled, and that you will be deemed to have irrevocably waived
your right to claim or receive any payment of principal of or interest on the AT1 Securities (including any
additional amounts with respect thereto) unless such payments have become due and payable prior to theoccurrence of the Bankruptcy Event and remain unpaid, as further described in “Description of Perpetual
Subordinated Debt Securities—Write-Downs and Write-Ups—Write-Down and Cancellation upon a NonViability Event or Bankruptcy Event.”
A Bankruptcy Event will be deemed to have occurred for purposes of the AT1 Securities when bankruptcy
proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or special liquidation
proceedings (tokubetsu seisan) are commenced against MUFG in Japan.
Upon the occurrence of a Bankruptcy Event, a Write-Down and Cancellation of the AT1 Securities will
occur even if we have, or are restructured solely by such Write-Down and Cancellation to have, sufficient assets
available to fulfill our obligations under, or settle the claims of holders of, the AT1 Securities or other liabilities
that rank pari passu with or junior to the AT1 Securities, or any classes of common shares or preferred shares, ineach case which do not contain similar write-down provisions, and even if such other liabilities or shares remain
outstanding after the occurrence of a Bankruptcy Event. Under current Japanese insolvency laws, such liabilities
or shares which do not contain similar write-down provisions may not become subject to a full write-down in an
insolvency proceeding, including due to the amount of MUFG’s residual assets. As a result, the holders of the
AT1 Securities may also recover less ratably, if at all, than the holders of liabilities that rank pari passu with or
junior to the AT1 Securities, or any classes of common shares or preferred shares, in each case which do notcontain similar write-down provisions.
Furthermore, except for claims for payments under the AT1 Securities that have become due and payableprior to the occurrence of a Bankruptcy Event, upon the occurrence of a Bankruptcy Event, you will have norights whatsoever under the AT1 Securities or the AT1 Indenture to take any action or enforce any rights or to
instruct the trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any rightof set-off, compensation or retention in respect of any amount owed to you by us under, or in connection with,
the AT1 Securities, and will not be entitled to make any claim in any bankruptcy, insolvency, liquidation orsimilar proceedings involving us or have any ability to initiate or participate in any such proceedings. Upon theoccurrence of a Bankruptcy Event, you will not receive any shares or other participation rights in the Company or
be entitled to any other participation in the upside potential of any equity or debt securities of the Company, or beentitled to any compensation in the event of any change in the Company’s potential recovery.
In addition, you will have no right to receive any compensation whatsoever for any loss resulting from adelay between the occurrence of a Bankruptcy Event and your receipt of any notice of the ensuing principal
write-down or between the occurrence of a Bankruptcy Event and DTC’s processing of any relevant write-down
notice. See “—Following a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event, clearance andsettlement of AT1 Securities will be suspended and may not be completed as expected or at all.”
By your purchase or acquisition of the AT1 Securities, you will be deemed to have agreed to the foregoing.
The AT1 Securities will be subject to a Going Concern Write-Down upon the occurrence of a Capital Ratio
Event, in which case you will lose all or part of the value of your investment.
The AT1 Securities are intended to qualify as our Additional Tier 1 capital under the Japanese banking
regulations and contain capital inadequacy write-down provisions. Under such provisions, a Capital Ratio Event
26

will be deemed to have occurred for purposes of the AT1 Securities when our consolidated Common Equity Tier
1 ratio declines below 5.125% as described under “Description of Perpetual Subordinated Debt Securities—
Write-Downs and Write-Ups—Write-Down upon a Capital Ratio Event.” If a Capital Ratio Event occurs, theAT1 Securities will be subject to a Going Concern Write-Down on the Going Concern Write-Down Date as
described under “Description of Perpetual Subordinated Debt Securities—Write-Downs and Write-Ups—WriteDown upon a Capital Ratio Event”), which means that the principal amount of the AT1 Securities will be written
down to such extent determined necessary by us in consultation with the FSA that such Going Concern WriteDown and a write-down of the principal amount of (or conversion into equity, if applicable, of) all otheroutstanding debt securities that are intended to qualify as our Additional Tier 1 capital, which is triggered by thesame Capital Ratio Event, will result in an increase in our consolidated Common Equity Tier 1 ratio to a
sufficient level exceeding 5.125%. If this capital inadequacy write-down mechanism, when implemented to thefull extent, is expected to result in an increase in our consolidated Common Equity Tier 1 ratio to a level short of5.125%, the principal amount of the AT1 Securities per $1,000 in original principal amount will be reduced to
one cent per $1,000 of the original principal amount, and no interest will accrue on the AT1 Securities thereafter.
You will be deemed to have irrevocably waived your right to claim or receive payments of principal of or intereston the AT1 Securities (including any additional amounts with respect thereto) to the extent of such Going
Concern Write-Down unless such payments have become due and payable prior to the occurrence of the Capital
Ratio Event and remain unpaid or unless and to the extent any portion of the principal amount that has previously
been so written down is reinstated in accordance with write-up provisions under the AT1 Securities and the AT1
Indenture.
There has been no implementation to date under Japanese banking regulations of a going concern writedown of additional tier 1 debt securities. The amount that would be sufficient to restore our consolidated
Common Equity Tier 1 ratio above 5.125% is not necessarily the exact amount by which it exceeds 5.125%, andwill be determined by us in consultation with the FSA and taking all other relevant considerations applicable atthe relevant time. It is uncertain as to what level above 5.125% would be considered sufficient to restore our
Common Equity Tier 1 ratio at any time, and it is possible that similar circumstances may lead to different
results. As a result, it is difficult to predict the level of any Going Concern Write Down that may be determined
upon occurrence of a Capital Ratio Event.
Upon the occurrence of a Capital Ratio Event, a Going Concern Write-Down of the AT1 Securities will
occur even if we have, or are restructured solely by such Going Concern Write-Down to have, sufficient assets
available to fulfill our obligations under, or settle the claims of holders of, the AT1 Securities or other liabilities
that rank pari passu with or junior to the AT1 Securities, or any classes of common shares or preferred shares, ineach case which do not contain similar write-down provisions, and even if such other liabilities or shares remain
outstanding after the occurrence of the Capital Ratio Event. Under current Japanese laws and regulations, none ofsuch liabilities or shares which do not contain similar write-down provisions will be generally subject to any
write-down or conversion to common shares, unless we become subject to court-administered insolvency
proceedings, and even if a Capital Ratio Event occurs, we may not be subject to court-administered insolvency
proceedings. As a result, the holders of the AT1 Securities may also recover less ratably, if at all, than the holdersof liabilities that rank pari passu with or junior to the AT1 Securities, or any classes of common shares orpreferred shares, in each case which do not contain similar write-down provisions.
Furthermore, except for claims for payments under the AT1 Securities that have become due and payableprior to the occurrence of a Capital Ratio Event or to the extent of any remaining principal amount of the AT1
Securities, upon the occurrence of a Capital Ratio Event, you will have no rights whatsoever under the AT1
Securities or AT1 Indenture to take any action or enforce any rights or to instruct the trustee to take any action or
enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in
respect of any amount owed to you by us under, or in connection with, the AT1 Securities, and will not be
entitled to make any claim in any bankruptcy, insolvency, liquidation or similar proceedings involving us or haveany ability to initiate or participate in any such proceedings, in each case, to the extent such right, instruction,
exercise, claim and pleading, pertains to principal of the AT1 Securities that have been or will be subject to a27

Going Concern Write-Down as a result of Capital Ratio Event having occurred, or interest thereon. Upon theoccurrence of a Capital Ratio Event, you will not receive any shares or other participation rights in the Company
or be entitled to any other participation in the upside potential of any equity or debt securities of the Company, or
be entitled to any compensation in the event of any change in the Company’s potential recovery, except for any
optional write-up.
Moreover, although the AT1 Securities have an optional write-up feature as described in “Description of
Perpetual Subordinated Debt Securities—Write-Downs and Write-Ups—Write-Up upon a Return to Financial
Health,” such write-up option is not only subject to our sole discretion but also unlikely to be exercised inpractice following any Going Concern Write-Down. You should not invest in the AT1 Securities with the
expectation that we will exercise this option.
In addition, you will have no right to receive any compensation whatsoever for any loss resulting from adelay between the occurrence of a Capital Ratio Event and your receipt of any notice of the ensuing principal
write-down or between the occurrence of a Capital Ratio Event and DTC’s processing of any relevant writedown notice. See “—Following a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event, clearance
and settlement of AT1 Securities will be suspended and may not be completed as expected or at all.”If the AT1 Securities have been subject to one or more Going Concern Write-Downs, unless such written
down amount has been reinstated in full, we do not have the option to redeem the AT1 Securities after the fifth
year anniversary of their issuance, except upon the occurrence of certain tax events or our determination that
there is more than an insubstantial risk that the AT1 Securities may no longer be included in our Additional
Tier 1 capital. On the other hand, we will continue to have the option to redeem at any time the AT1 Securities inwhole, but not in part, upon the occurrence of certain tax events or our determination that there is more than an
insubstantial risk that the AT1 Securities may no longer be included in our Additional Tier 1 capital. See“Description of Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases,” and “—We
may redeem the AT1 Securities in our sole discretion on or after the fifth year anniversary of their issuance or at
any time for regulatory or tax reasons, subject to certain conditions.”
By your purchase or acquisition of the AT1 Securities, you will be deemed to have agreed to the foregoing.
The circumstances surrounding or triggering a Capital Ratio Event, including future regulatory changes, areunpredictable.
The occurrence of a Capital Ratio Event is inherently unpredictable and depends on a number of factors, anyof which may be outside our control.
A Capital Ratio Event may occur on any date on which we report or publicly announce that our consolidated
Common Equity Tier 1 ratio has fallen below 5.125% as determined in accordance with applicable Japanesebanking regulations. Although we currently publicly report our consolidated Common Equity Tier 1 ratio only ona quarterly basis about 45 days after the end of each of our financial quarters, the FSA, as part of its supervisory
activity, may require us to calculate and report such ratio as of any date followed by an inspection by the FSA.
Changes in our consolidated Common Equity Tier 1 ratio may be caused by changes in the amount of our
Common Equity Tier 1 Capital and/or risk-weighted assets. Accordingly, our consolidated Common Equity
Tier 1 ratio could be affected by one or more factors, including changes in, or our decision relating to, ourbusiness and our future earnings, dividend payments and share buybacks, regulatory changes (including changes
to definitions, interpretations and calculations of regulatory capital ratios and their components, including
Common Equity Tier 1 Capital and risk-weighted assets), revisions to models used by us to calculate our capitalrequirements (or revocation of, or amendments to, the regulatory permissions for using such models), actions that
we are required to take at the discretion of the FSA or other relevant Japanese supervisory authorities, accounting
rule changes, tax law changes, our decision or ability to manage risk-weighted assets in both our ongoing
28

businesses and those we may seek to exit, our decision or ability to refinance regulatory capital instruments underterms and conditions similar or more favorable compared to prior financing, securities market fluctuations, andforeign currency movements. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Ability to
Meet Regulatory Capital Requirements” and “Item 4.B. Information on the Company—Business Overview—
Supervision and Regulation” in our most recent annual report on Form 20-F or any subsequent update thereto.
Any of the foregoing and other changes and variables may individually or in the aggregate negatively affectour consolidated Common Equity Tier 1 ratio and thus increase the risk of a Capital Ratio Event at any time, theoccurrence of which would lead to a Going Concern Write-Down, as a result of which you could lose all or partof the value of your investment in the AT1 Securities. The market price of the AT1 Securities is expected to beaffected by changes in our consolidated Common Equity Tier 1 ratio. We may decide not to take any measures,
including raising capital at a time when it is feasible to do so, even if our failure to take such an action would
result in the occurrence of a Capital Ratio Event. Our decisions could cause you to lose all or part of the value of
your investment in the AT1 Securities due to their effect on our Common Equity Tier 1 ratio, but you will nothave any claim against us relating to such decisions, even if they result in the occurrence of a Capital Ratio
Event. We will have no obligation to consider the interests of the holders of the AT1 Securities when making
decisions relating to our businesses and operations, including in respect of our capital management. As a result,in making such decisions, our interests may not be aligned with those of the holders of the AT1 Securities.
Because of the inherent uncertainty regarding whether a Capital Ratio Event will occur, it will be difficult topredict when, if at all, a Going Concern Write-Down may occur. Accordingly, the market value of the AT1
Securities may not necessarily be evaluated in a manner similar to other types of debt securities issued by
non-financial institutions or by financial institutions subject to different regulatory regimes. In addition, thetrading behavior of the AT1 Securities may not necessarily follow the trading behavior of other types of
securities. Any indication or perception that we are approaching circumstances that could result in a Capital
Ratio Event occurring may also have an adverse effect on the market price and liquidity of the AT1 Securities.
Furthermore, future regulatory or legislative developments, including relating to the Japanese capital
adequacy regulations, or other factors (including changes in the official positions regarding application orinterpretation of applicable laws and regulations) could lead to our issuing any subordinated debt securities in the
future that have a write-down (or equity conversion) provision with procedures different from the Going Concern
Write-Down provisions of the AT1 Securities and that may have terms more favorable to holders of suchsecurities compared to the AT1 Securities. Such developments or other factors could also lead to our exercising
the option to redeem the AT1 Securities if the AT1 Securities should no longer be treated as our Additional Tier
1 capital under the Japanese banking regulations. As a consequence, the value of the AT1 Securities could be
adversely affected.
We may cancel interest payments on the AT1 Securities, in whole or in part, at any time. Cancelled interest
will not be due and will not accumulate or be payable at any time thereafter, and you will have no rights withrespect to cancelled interest.
Interest payments on the AT1 Securities will be cancelled at our sole discretion, and we will have absolute
discretion at all times and for any reason to cancel any interest payment, in whole or in part, that would otherwise
be payable on any interest payment date, as described under “Description of Perpetual Subordinated Debt
Securities—Cancellation of Interest Payments—Optional Cancellation of Interest Payments.” Interest will only
be due and payable on an interest payment date to the extent it is not cancelled in accordance with the terms of
the AT1 Securities. If we determine not to make an interest payment on any interest payment date (or if wedetermine to make a payment of a portion, but not all, of such interest payment), such determination will be
sufficient to effect the cancellation of such interest payment (or the portion of such interest payment) without any
further action being taken or any other condition being satisfied and the non-payment will evidence the exerciseof our determination to cancel such interest payment (or the portion of such interest payment not paid). If we29cancel any scheduled interest payment, such interest payment will not be or become due and will not accumulate
or be payable at any time thereafter, and in no event will you have any right to or claim against us with respect tosuch interest amount or be able to accelerate the principal of the AT1 Securities as a result of such interest
cancellation. Furthermore, no cancellation of interest in accordance with the terms of the AT1 Securities will
constitute a default in payment or otherwise under the terms of the AT1 Securities and the AT1 Indenture. Therecan, therefore, be no assurances that you will receive interest payments in respect of the AT1 Securities.
Since the AT1 Securities are intended to qualify as our Additional Tier 1 capital, we may cancel any interest
payment, in whole or in part, on the AT1 Securities at our sole discretion, in which case such interest payment
will not become due and will not accumulate or be payable at any time thereafter, and, notwithstanding suchcancellation or that the AT1 Securities rank senior to our common shares, we may use funds that could have been
applied to make such cancelled interest payments to pay dividends on our common shares or preferred shares, ifany, or to meet our other obligations as they become due, including on any junior or parity liabilities (such as anyother series of additional tier 1 debt securities we may issue under the AT1 Indenture), subject to certain limited
restrictions (described under “Description of Perpetual Subordinated Debt Securities—Cancellation of Interest
Payments”). As a result, the holders of the AT1 Securities may also recover, if at all, less ratably than the holdersof liabilities that otherwise rank pari passu with or junior to the AT1 Securities, or any classes of common sharesor preferred shares.
If practicable, we will endeavor to provide notice of any cancellation of interest (in whole or in part) to you
through DTC and to the trustee at least ten business days prior to the relevant interest payment date, and if
delayed, we will endeavor to provide such notice as soon as possible. However, failure or delay to provide such
notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation of interest,
or give you any rights as a result of such failure.
The secondary market for the AT1 Securities may have certain expectations with respect to our making
interest payments in the future on the basis of past practice, and these expectations may be reflected in thesecondary trading prices of the AT1 Securities. Any cancellation of interest payments in whole or in part will
likely result in a material adverse effect on the market value and liquidity of the AT1 Securities.
In addition to our right to cancel (in whole or in part) interest payments at any time, the terms of the AT1
Securities also restrict us from making interest payments on the AT1 Securities if we have insufficient
distributable funds, in which case such interest will be deemed to have been cancelled. Interest that is deemed
cancelled will not be due and shall not accumulate or be payable at any time thereafter and you will have norights thereto.
We will not make an interest payment on the AT1 Securities on any interest payment date if and to theextent that the amount of funds available for payment of interest on the AT1 Securities falls short of the amountof interest payable on the AT1 Securities, as described under “Description of Perpetual Subordinated Debt
Securities—Cancellation of Interest Payments—Mandatory Cancellation of Interest Payments due to Interest
Payable Amount Limitation.” The amount of such available funds in respect of any interest payment date will bean amount equal to (1) our distributable amount as defined in the Company Law of Japan (Law No. 86 of 2005,
as amended; the “Company Law”) on such date (after deducting the sum of any dividends or interest that has
been paid on the AT1 Securities and any liabilities of the Company that are subject to substantially the sameterms in respect of interest payments as those of the AT1 Securities, and any securities effectively ranking juniorin right of interest payments to the AT1 Securities in respect of either of the terms, as described under“Description of Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—Optional
Cancellation of Interest Payments” or “Description of Perpetual Subordinated Debt Securities—Cancellation ofInterest Payments—Mandatory Cancellation of Interest Payments due to Interest Payable Amount Limitation,”from the beginning of the fiscal year in which such date falls until the day immediately prior to such date),
multiplied by (2) the quotient of (i) the amount of interest payable on the AT1 Securities on the interest payment
date divided by (ii) the sum of interest payable on the AT1 Securities and dividends or interest payable on most30

senior ranking class of preferred shares in our capital, if any, and any other securities that are subject tosubstantially the same terms in respect of rights of interest payments as those of the AT1 Securities as describedunder “Description of Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—Optional
Cancellation of Interest Payments” or “Description of Perpetual Subordinated Debt Securities—Cancellation ofInterest Payments—Mandatory Cancellation of Interest Payments due to Interest Payable Amount Limitation,”on the same interest payment date. Our distributable amount is the amount of surplus of our net assets over ourcapital and statutory reserves with adjustments calculated on a non-consolidated basis under the accounting
principles generally accepted in Japan in accordance with the Company Act of Japan. Any adverse change in our
financial position or profitability, or our distributable amount, as calculated on an unconsolidated basis, may havea material adverse effect on our ability to make interest payments on the AT1 Securities.
Any interest cancelled in respect of the AT1 Securities on any relevant interest payment date will not be due
and will not accumulate or be payable at any time thereafter, and you will have no rights thereto or to receive any
additional interest or compensation as a result of such cancellation or deemed cancellation. Furthermore, nocancellation of interest in accordance with the terms of the AT1 Securities will constitute a default in payment orotherwise under the terms of the AT1 Securities and the AT1 Indenture.
If practicable, we will endeavor to provide notice of any cancellation of interest (in whole or in part) to you
through DTC and to the trustee at least ten business days prior to the relevant interest payment date. However,
failure to provide such notice will not have any impact on the effectiveness of, or otherwise invalidate, any suchcancellation of interest, or give you any rights as a result of such failure.
We have outstanding parity securities and liabilities, and we may issue new parity securities or liabilities that
may reduce amounts available to pay interest on the AT1 Securities and may also issue other securities
effectively having priority over the AT1 Securities with respect to interest or dividend payments.
Under the terms of the AT1 Securities, as described under “Description of Perpetual Subordinated Debt
Securities—Cancellation of Interest Payments—Mandatory Cancellation of Interest Payments due to Interest
Payable Amount Limitation,” the amount of funds available for any interest payment on the AT1 Securities on
any interest payment date will be prorated with all parity securities, which are subject to effectively the sameterms in respect of rights of interest payments as those of the AT1 Securities as described under “Description of
Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—Optional Cancellation of Interest
Payments” or “Description of Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—
Mandatory Cancellation of Interest Payments due to Interest Payable Amount Limitation.”
In addition, any amount that may be allocated to an interest payment on the AT1 Securities on an interest
payment date may be reduced or depleted if we elect to pay dividends on the shares of our common stock or
preferred shares, if any, from our distributable funds prior to such interest payment date on the AT1 Securities.
We usually pay year-end dividends in June to the holders of record of our common stock as of March 31 andsemi-annual dividends in December to the holders of record of our common stock as of September 30, if we electto pay any dividend.
Furthermore, in making any determination with respect to the payment or cancellation of any interest
payments on the AT1 Securities, we may take into consideration our contractual obligations under the AT1
Securities as well as factors beyond any contractual limitations or obligations. In particular, even when we havethe financial ability to make interest payments on the AT1 Securities, we may determine to cancel interest
payments on the AT1 Securities in consideration of such contractual obligations related to, as well as fairness toholders of, other parity securities and liabilities, preferred shares or common shares to whom we may not be able
to pay dividends or interest.
We currently have outstanding parity securities and liabilities, and we are authorized to issue additional
shares of common stock and several classes of preferred shares under our articles of incorporation. The AT1
Indenture contains no restrictions on further issuances of such shares, AT1 Securities or such parity securities
and liabilities or other securities effectively having priority over the AT1 Securities with respect to interest or31

dividend payments in the future, although we currently have no outstanding preferred shares. As a result, yourpro rata share in any amount that may be allocated from our distributable funds to interest or dividend payments,
or our ability to make interest payments on the AT1 Securities, could be reduced or negatively affected.
Regulatory capital and other requirements may result in restrictions on our ability to make distributions incertain circumstances, in which case we may reduce or cancel interest payments on, or may be unable toredeem or repurchase, the AT1 Securities.
The bank capital and other regulatory frameworks to which we are subject require us to hold certain levelsof capital, including Common Equity Tier 1 capital and additional loss absorbing capacity. A failure to holdsufficient levels of capital as required by these frameworks (as may be amended from time to time) may result in
restrictions on distributions being applied pursuant to which we will make a determination to cancel, in whole orin part, interest payments in respect of the AT1 Securities. Cancellation, in whole or in part, of interest payments
in respect of the AT1 Securities may affect the value of your investment in the AT1 Securities.
Under the regulatory capital standards adopted by the FSA, we are currently required, on a consolidated
basis, to hold a minimum amount of total regulatory capital of 8.0% of risk weighted assets, a minimum amountof Tier 1 capital of 6.0% of risk weighted assets and a minimum amount of Common Equity Tier 1 capital of
4.5% of risk weighted assets. In addition to these minimum requirements, we are required to maintain several
regulatory capital buffers, on a consolidated basis, with Common Equity Tier 1 capital. Such regulatory capital
buffers, as currently applied to us, consist of a capital conservation buffer of 2.5%, a G-SIB surcharge of 1.5%
and a countercyclical buffer ranging from 0% to 2.5% to be calculated as the weighted average of the buffers
deployed across all of the jurisdictions to which we have credit exposures. Furthermore, under the leverage ratio
regulations adopted by the FSA, we are currently required to maintain a minimum leverage ratio of 3.00% plus a
G-SIB leverage ratio buffer equal to 50% of the applicable G-SIB surcharge, which is currently 0.75%. The
minimum leverage ratio requirement applicable to us will be raised on and after April 1, 2024, to 3.15% plus a
G-SIB leverage ratio buffer set at 50% of a G-SIB surcharge plus 0.05%. In addition, under the Japanese TLAC
Standard, a Japanese G-SIB, including us, is also currently required to maintain certain minimum levels ofcapital and liabilities that are deemed to have loss-absorbing and recapitalization capacity, or External TLAC, in
an amount not less than 18% of its consolidated risk-weighted assets and 6.75% of the applicable Basel III
leverage ratio denominator. The applicable external TLAC ratio on a total exposure basis will be raised from
6.75% to 7.10% on and after April 1, 2024. See “Item 4.B. Information on the Company—Business Overview—
Supervision and Regulation—Japan” in our most recent annual report on Form 20-F or any subsequent update
thereto.
As a G-SIB, we may be subject to stricter capital ratio requirements in the future. In addition, there may be
future developments or changes in laws, regulations or rules regarding bank regulatory capital which may require
us to reserve greater regulatory capital or buffer capital.
If we fail to meet the regulatory capital buffer requirements, including if the capital buffers are used andreduced below the required level to make up for our required External TLAC ratio on a risk-weighted assets
basis, under the Japanese capital distribution constraints system, the FSA may order us to submit and carry out acapital distribution constraints plan. A capital distribution constraints plan must be reasonably designed to restore
the required regulatory capital buffers by restricting capital distributions, such as dividends, interest payments on
the AT1 Securities, share buybacks, redemption and repurchases of the AT1 Securities, and bonus payments, up
to a certain amount depending on the level of the deficit in our regulatory capital buffers. As a consequence, inthe event that our consolidated Common Equity Tier 1 capital is insufficient to meet the regulatory capital buffer
requirements applicable to us, we will make a determination to cancel interest payments, in whole or in part, inrespect of the AT1 Securities. Furthermore, if we make a determination to cancel interest payments in respect of
the AT1 Securities pursuant to a capital distribution constraints plan, we are not restricted from making any
dividend or interest payments on our common shares or other liabilities. By your purchase or acquisition of the
AT1 Securities, you will be deemed to have agreed to be bound by such interest cancellation provisions in
respect of the AT1 Securities.
32

The AT1 Securities may be traded with accrued interest, but under certain circumstances described above,
such interest may be cancelled and not paid on the relevant interest payment date.
The AT1 Securities may trade, and/or the prices for the AT1 Securities may appear, on the trading systems
with accrued interest. If this occurs, purchasers of AT1 Securities in the secondary market may pay a price that
includes such accrued interest upon purchase of the AT1 Securities. Moreover, the secondary market for the AT1
Securities may have certain expectations with respect to our making interest payments in the future on the basisof past practice, and these expectations may be reflected in the secondary trading prices of the AT1 Securities.
However, if a payment of interest on any interest payment date is cancelled (in each case, in whole or in part) as
described herein and thus is not due and payable, purchasers of the AT1 Securities will not be entitled to thatinterest payment (or if we elect to make a payment of a portion, but not all, of such interest payment, the portionof such interest payment not paid) on the relevant interest payment date.
Any cancellation of interest payments in whole or in part may, in turn, adversely affect your ability to sell
your AT1 Securities in the secondary market and, as a result, the value and liquidity of your investment in AT1
Securities.
The AT1 Securities constitute subordinated obligations.
The AT1 Securities will constitute direct and unsecured obligations of MUFG that are conditional andperpetual and, in the event of our liquidation, subordinated to all of the existing and future obligations (including
fixed-term subordinated obligations) of MUFG other than liabilities under the AT1 Securities and MUFG’s
liabilities that rank effectively pari passu with or subordinate to the AT1 Securities as to liquidation distributions,and will rank pari passu with MUFG’s liabilities that rank effectively pari passu with the AT1 Securities as toliquidation distributions, subject to a principal write-down, as further described in “Description of Perpetual
Subordinated Debt Securities—Subordination.”
Upon the occurrence of a Liquidation Event, your right of payment as a holder of AT1 Securities will ranksenior in priority only to any payments to holders of our common shares, and our assets will be applied to satisfy
all claims of creditors that are senior to the claims of holders of AT1 Securities before being applied to satisfy
your claims. If we do not have sufficient assets to settle claims of such senior creditors in full, your claims will
not be settled and, as a result, you will lose the entire amount of your investment in the AT1 Securities. In case ofa Liquidation Event, the AT1 Securities will share equally in payment with claims in respect of liabilities ranking
pari passu as to liquidation distributions with the AT1 Securities, including any other series of AT1 Securities
issued under the AT1 Indenture and the most senior ranking class of preference shares in priority of payment as
to liquidation distributions in our capital from time to time, if we do not have sufficient funds to make full
payments on all of them, as applicable. In such a situation, you may lose all or part of your investment. As apractical matter, if a Non-Viability Event, Bankruptcy Event or Capital Ratio Event occurs, the principal amountof the AT1 Securities will be written down in whole or in part, and as a result, you may recover, if at all, lessratably than the holders of liabilities or shares that otherwise rank pari passu with or junior to the AT1 Securities,
but that do not contain similar write-down provisions.
Subject to compliance with applicable regulatory requirements, we expect from time to time to incur
additional indebtedness or other obligations that will constitute senior or subordinated indebtedness, and neither
the AT1 Securities nor the AT1 Indenture contains any provisions restricting the ability of us or our subsidiaries
to incur senior or subordinated indebtedness. Although the AT1 Securities may pay a higher rate of interest thancomparable securities which are not so subordinated, you may lose all or some of your investment in the AT1
Securities upon the occurrence of a Liquidation Event since our assets will be available for any payment to you
only after all of our senior and more senior subordinated creditors have been paid in full. In the future, we may
also incur indebtedness that ranks pari passu with or junior to the AT1 Securities but are not subject to writedown provisions similar to those of the AT1 Securities, which may provide for a higher recovery than the AT1
Securities as a result of the effects of any write-down of the principal amount of the AT1 Securities.
33

Pursuant to the provisions of the Company Law, the holders of our liabilities (both subordinated andunsubordinated) will be required to file their claims in Japan in a liquidation proceeding (seisan) upon theoccurrence of a Liquidation Event. Upon the expiration of the period for filing such claims, our liabilities under
the claims filed will be performed or settled in a liquidation proceeding pursuant to the provisions of theCompany Law and other applicable laws. We will have no liability to you for any loss resulting from your failure
to receive any distribution, or from any delay in the receipt thereof, in each case as a result of your (or yourcustodian, nominee, broker or other representative) failing to duly file their claims in Japan in a timely manner orat all.
The AT1 Indenture does not contain any limitations on our incurrence or assumption of indebtedness orother liabilities that are senior to the AT1 Securities.
In addition, the Additional Tier 1 Debt Securities will be structurally subordinated to the liabilities of
MUFG’s subsidiaries. See “—Risks Related to the Debt Securities—The debt securities will be structurally
subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, the Securities HD and
MUMSS.”
We may redeem the AT1 Securities in our sole discretion on or after the fifth year anniversary of theirissuance or at any time for regulatory or tax reasons, subject to certain conditions.
We may in our sole discretion redeem the AT1 Securities in whole, but not in part, on such day falling on orafter the fifth year anniversary of their issuance as may be determined by us at 100% of their principal amountplus any accrued and unpaid interest to (but excluding) the date of redemption, except to the extent of any
interest cancelled in accordance with the terms of the AT1 Securities, unless the AT1 Securities has been subject
to one or more Going Concern Write-Downs and such written down amount has not be reinstated in full on thedate fixed for redemption, as described under “Description of Perpetual Subordinated Debt Securities—Optional
Redemption and Repurchases—Optional Redemption.” In addition, we have the option at any time to redeem theAT1 Securities in whole, but not in part, at 100% of their principal amount outstanding at the time plus any
accrued and unpaid interest to (but excluding) the date of redemption, except to the extent of any interest
cancelled in accordance with the terms of the AT1 Securities, upon our determination that there is more than an
insubstantial risk that the AT1 Securities may no longer be included in our Additional Tier 1 capital, as describedunder “Description of Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases—
Optional Regulatory Redemption,” or upon the occurrence of certain tax events, as described under “Descriptionof Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases—Optional Tax
Redemption,” regardless of whether such redemption would be favorable or unfavorable to you. See “—Risks
Related to the Debt Securities—Changes in applicable laws and regulations may adversely affect the rights ofholders of the debt securities.” Any such redemption is subject to certain conditions, including our obtaining
prior confirmation of the FSA (if such confirmation is required under Japanese banking laws and regulations thenin effect).
Any decision by us as to whether we will exercise our option to redeem the AT1 Securities will be made in
our absolute discretion, subject to certain conditions. Our decision may be influenced by factors such as, but notlimited to, the economic impact of exercising such option to redeem the AT1 Securities, the applicable capital,
TLAC, and other regulatory requirements, any tax consequences, and the prevailing market conditions. We may,for example, decide to redeem the AT1 Securities if the interest payable on the AT1 Securities is greater than theinterest that would be payable on our other financial instruments of comparable terms and of a comparable credit
rating.
You will not have the right to request the redemption of the AT1 Securities. As a result, you may berequired to bear the financial risks of an investment in the AT1 Securities permanently. You should not invest in
the AT1 Securities with the expectation that we will exercise our option to redeem them. On the other hand, if we
redeem the AT1 Securities, you may not be able to reinvest the redemption proceeds in financial instruments
34

offering a yield comparable to that on the AT1 Securities. Furthermore, the redemption feature of the AT1
Securities (and, in particular, any market perception that a call right may be exercised) may limit their market
value, which is unlikely to rise substantially above the price at which the AT1 Securities can be redeemed.
The remedies available to you as holders of the AT1 Securities are limited.
There is no right of acceleration in the case of non-payment of principal of or interest on the AT1 Securities
or of a failure to perform any of our obligations under or in respect of the AT1 Securities. You may not at any
time demand repayment or redemption of the principal amount of the AT1 Securities. Moreover, by yourpurchase or acquisition of the AT1 Securities, you will be deemed to have agreed to have no rights to take any
action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever inconnection with the AT1 Securities upon the occurrence of a Non-Viability Event, Bankruptcy Event or Capital
Ratio Event.
Upon the occurrence of a Liquidation Event, the sole remedy against us practically available for recovery ofamounts owing under the AT1 Securities is that, subject to certain conditions, the trustee, on behalf of the holdersof the AT1 Securities may, at its discretion, or will at the direction of the holders of 25% of the aggregate
principal amount of the outstanding AT1 Securities, subject to applicable laws, file liquidation claims in our
liquidation proceedings.
The remedies under the AT1 Securities are more limited than those typically available to our other creditors.
For further detail regarding the limited remedies of the trustee (acting on your behalf) and you as a holder of AT1
Securities, see “Description of Perpetual Subordinated Debt Securities—No Events of Default or Rights ofAcceleration.”
Following a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event, clearance and settlement of
AT1 Securities will be suspended and may not be completed as expected or at all.
Upon the occurrence of a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event, we will
endeavor to deliver a notice of principal write-down to the holders of the AT1 Securities as described in“Description of Perpetual Subordinated Debt Securities—Write-Downs and Write-Ups.” In the case of a fullwrite-down, following the receipt of such write-down notice, DTC is expected to suspend all clearance andsettlement of transfers through DTC of AT1 Securities. Due to such suspension, you may not be able to settle anytransfer of AT1 Securities even if the transfer is initiated prior to such suspension.
DTC’s processing of such write-down notice may only be completed after the date on which the relevant
principal write-down is scheduled. No assurance can be given as to the period of time required by DTC tocomplete the update of its records or the availability of procedures to effect any principal write-down in a timely
manner or at all. Due to such delay or unavailability, a transfer that is initiated prior to a Non-Viability Event, aBankruptcy Event or a Capital Ratio Event, as the case may be, may fail to settle and the transferor may beunable to receive any settlement amount through DTC. On the other hand, a transfer may be settled thoughinitiated after a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event, as the case may be, if
processed before DTC’s suspension, in which case the transferee may be required to pay the settlement amountthrough DTC. However, no right to recover or receive compensation for any loss resulting from any such
settlement or failed settlement will be available to you once a Non-Viability Event, a Bankruptcy Event or a
Capital Ratio Event, has occurred, regardless of whether you have received actual or constructive notice of suchfact or otherwise. See “—The AT1 Securities will be subject to a Write-Down and Cancellation upon theoccurrence of a Non-Viability Event, in which case you will lose the entire value of your investment,” “—The
AT1 Securities will be subject to a Write-Down and Cancellation upon the occurrence of a Bankruptcy Event, inwhich case you will lose the entire value of your investment” and “—The AT1 Securities will be subject to a
Going Concern Write-Down upon the occurrence of a Capital Ratio Event, in which case you will lose all or partof the value of your investment.”
35

As a result, notwithstanding such delay or unavailability, holders of AT1 Securities may lose the entire or
the relevant partial value of their investment in AT1 Securities on the date on which the relevant full or partial
principal write-down occurs. Furthermore, the conveyance of a write-down notice and settlement with respect to
AT1 Securities following a Non-Viability Event, a Bankruptcy Event or a Capital Ratio Event will be subject tosuch procedures of DTC and the relevant participants as may be in effect from time to time.
The AT1 Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of
our assets, or make dividend or other payments and provides limited protection against significant corporate
events and other actions we may take that could adversely impact your investment in the AT1 Securities.
The AT1 Indenture contains no restrictions on the amount of securities or other liabilities which we may
issue, incur or guarantee, including secured obligations and unsecured obligations that rank senior to the AT1
Securities or that rank pari passu with the AT1 Securities. In the future, we may also incur indebtedness thatranks pari passu with or junior to the AT1 Securities but is not subject to write-down provisions similar to the
AT1 Securities. An increase in the outstanding amount of such securities or other liabilities may limit our ability
to meet the obligations under the AT1 Securities, thereby increasing the likelihood of cancellation of interest
payments, and may also reduce the amount recoverable by you upon liquidation of MUFG.
Except as required by applicable capital, liquidity and other regulatory requirements, and except in cases
where we are restricted from making dividend or interest payments as described under “Description of Perpetual
Subordinated Debt Securities—Cancellation of Interest Payments,” the AT1 Indenture also contains norestrictions on our ability to pledge or dispose of our assets, make investments, or repurchase shares or pay
dividends or make other payments in respect of our common stock or other securities, any of which could
adversely affect our ability to pay our obligations under the AT1 Securities.
In addition, except as required by applicable capital, liquidity and other regulatory standards, the AT1
Indenture contains no financial covenants, including those requiring us to maintain any financial ratios or specificlevels of net worth, revenues, income, cash flow or liquidity. You are not protected under the AT1 Indenture in amerger or other change of control event, except to the extent described under “Description of Perpetual
Subordinated Debt Securities—Covenants.”
The amount of any interest cancellation, principal write-down or write-up, or recovery in proceedings inJapan on the AT1 Securities may be calculated and determined in Japanese yen, and you will not becompensated for any currency exchange loss resulting from any conversion of such amount into U.S. dollars
or other currencies.
If any interest payment in respect of the AT1 Securities is cancelled, in whole or in part, or if any portion of
the principal amount of the AT1 Securities is written down or written up, we expect the amount of such interest
cancellation or principal write-down or write-up to be calculated and determined based on our financial,
regulatory capital ratio and other information prepared in Japanese yen in accordance with applicable Japaneselaws and regulations, the accounting principles generally accepted in Japan and the terms of the AT1 Securities.
We expect to determine and apply to the AT1 Securities the value of any such amount converted into thecurrency in which the AT1 Securities are denominated in a manner we deem appropriate. In addition, if any
recovery is obtained on the AT1 Securities in liquidation or other proceedings in Japan, the amount of suchrecovery may be denominated only in Japanese yen. As a result, the value of any such amount when and as
converted into U.S. dollars or any other currency will change, depending on the currency exchange rate applied
at any given time, and fluctuations in the applicable foreign exchange rate may increase your risk of loss on yourinvestment in the AT1 Securities if and to the extent you are managing your investment in U.S. dollars or any
currency other than the Japanese yen. Furthermore, any period of delay between the time when any such amountis determined in Japanese yen and the time when such amount is converted into U.S. dollars or another currency
may further increase your risk of loss as the applicable foreign exchange rate may fluctuate during such period.
No interest or other compensation is payable on or for any loss incurred due to the impact of foreign exchange
rate fluctuations on your investment in the AT1 Securities.
36

The AT1 Securities may be assigned a credit rating below investment grade, in which case the AT1 Securities
will be subject to the risks associated with non-investment grade securities.
The AT1 Securities may be assigned a credit rating below investment grade upon issuance or downgradedfrom investment grade to below investment grade after issuance. See “—Risks Related to the Debt Securities—A
downgrade of any credit rating assigned to the debt securities may adversely affect the market value of the debt
securities.” In such case, the AT1 Securities will be subject to a higher risk of price volatility than higher-rated
securities. Furthermore, decreases in our capital ratios, negative changes in our liquidity conditions, increases in
our leverage or deteriorating outlooks for us, or volatile markets, could lead to a significant deterioration inmarket prices of below-investment grade rated securities.
The U.S. federal income tax treatment and Japanese tax treatment of a write-down or reinstatement ofprincipal of the AT1 Securities is uncertain.
The U.S. federal income tax treatment of a full or partial write-down or reinstatement of principal of the
AT1 Securities is uncertain. For example, you likely would not be entitled to a deduction for loss at the time of apartial write-down and it is unclear whether you would be entitled to a deduction for loss at the time of a fullwrite-down. You may, for example, be required to wait to take a deduction for a full write-down until it is certainthat no reinstatement can occur, or until there is an actual or deemed sale, exchange, retirement or other taxable
disposition of the AT1 Securities. It is also possible that, if you take a deduction at the time of a full write-down,
you may be required to recognize income or gain at the time of a future principal reinstatement. See “Taxation—
U.S. Taxation—Taxation of AT1 Securities.” We urge you to consult your tax advisors to determine the U.S.
federal income tax consequences of a write-down or reinstatement of principal of the AT1 Securities.
In addition, the Japanese tax treatment of the AT1 Securities in respect of the write-down of the principal
and the future reinstatement of the principal is not clear, due to lack of court or tribunal precedents or official
interpretation of the relevant tax authority on this point. Accordingly, different considerations may apply withrespect to the treatment of the redemption loss, meaning any negative difference between the acquisition price of
the interest-bearing debt securities of the holder and the amount which the holder receives upon redemption ofsuch interest-bearing debt securities, set forth in “Taxation—Japanese Taxation—Interest and Redemption Gain
or Redemption Loss on Debt Securities—1. Non-resident Investors—1.2. Redemption Gain or Redemption
Loss,” in relation to the AT1 Securities, including whether the redemption loss that would otherwise berecognized can be recognized at the time of the write-down of the principal or whether any income or gains,
withholdable or otherwise, arise as a result of the future reinstatement of the principal. The holders of the AT1
Securities should consult their own legal, tax, accountancy or other professional advisors in relation to theforegoing.

37

MITSUBISHI UFJ FINANCIAL GROUP, INC.
We are a bank holding company incorporated on October 1, 2005 as a joint stock company (kabushiki
kaisha) under the Company Law of Japan. Through our subsidiaries and affiliated companies, we engage in a
broad range of financial businesses and services, including commercial banking, investment banking, trust assets
and asset management services, securities businesses, and credit card businesses, and provide related services toindividuals and corporate customers in Japan, Thailand and Indonesia and to corporate customers around theworld. For a more detailed description of our history and business, see “Item 4. Information on the Company” inour most recent annual report on Form 20-F, which is incorporated by reference in this prospectus or any
applicable prospectus supplement.

Recent Developments
In August 2023, the Bank acquired 24,000,000 shares of the common stock of U.S. Bancorp (“USB”),
which constitutes an additional investment in USB, for a purchase price of approximately $936 million, or $39.00
per share (the “Investment”). Following this Investment, the Bank’s total shareholding in USB increased to
4.39%.
The proceeds received by USB for the Investment are to be paid to MUFG’s subsidiary, MUFG Americas
Holdings Corporation, to reduce USB’s $3.5 billion outstanding obligation due within five years of the closing
date, December 1, 2022, of the sale of MUFG Union Bank, N.A. (“Union Bank”) under the Share Purchase
Agreement, dated September 21, 2021, with respect to the sale of Union Bank.
In addition, for purposes of strengthening sustainable non-Japanese yen funding capacity, the Bank hasentered into an agreement, which is contractually available for complementary U.S. dollar liquidity support, with
U.S. Bank National Association, a bank subsidiary of USB.

38

USE OF PROCEEDSThe net proceeds from our sale of the debt securities and the use of such proceeds will be described in an
applicable prospectus supplement or any related free writing prospectus authorized by us.

39

DESCRIPTION OF SENIOR DEBT SECURITIESThe following description of the terms of the senior debt securities contains certain general terms that may
apply to the senior debt securities. The specific terms of any series of senior debt securities will be described in
the applicable prospectus supplement relating to such series of senior debt securities. The Company may also
prepare free writing prospectuses that describe particular series of senior debt securities. For purposes of thisprospectus, any reference to an applicable prospectus supplement may also refer to an applicable free writingprospectus, unless the context otherwise requires.
The following description summarizes only those terms of the senior debt securities that the Company
believes will be most important to your decision to invest in any senior debt securities and may not discuss otherterms that are also important to you. If you invest in any senior debt securities, your rights as a securityholder will
be determined by the senior debt securities, the Senior Indenture, and the U.S. Trust Indenture Act of 1939, as
amended, or the Trust Indenture Act, under which the Senior Indenture is qualified. The terms of the senior debt
securities will include those expressly set forth in the Senior Indenture and those made part of the Senior Indenture
by reference to the Trust Indenture Act.
The following description is subject to, and is qualified in its entirety by reference to, the Senior Indenture,including the definitions contained in the Senior Indenture of certain terms of the senior debt securities, forms ofwhich have been filed as exhibits to the registration statement of which this prospectus is part, or will be filed, or
may be further modified by any form that may be filed, as exhibits to a current report on Form 6-K in connection
with an offering of the relevant series of senior debt securities.
GeneralThe applicable prospectus supplement will set forth the aggregate principal amount, maturity dates, interest
payment dates and other terms of each series of senior debt securities on its cover page and in the description of
the senior debt securities contained therein.
Each series of senior debt securities, when issued, will constitute direct, unconditional, unsubordinated andunsecured obligations of the Company and will rank senior to all of the existing and future subordinated debt of
the Company and equally in right of payment with all of the existing and future unsecured and unsubordinateddebt of the Company (except for statutorily preferred exceptions). Each series of senior debt securities will beeffectively subordinated to any secured indebtedness incurred by the Company to the extent of the value of theassets securing the same. The senior debt securities are intended to qualify as the Company’s External TLAC
debt under the Japanese TLAC Standard. As such, notwithstanding the senior debt securities being theCompany’s senior unsecured obligations, the senior debt securities are structurally subordinated to the liabilities
of MUFG’s subsidiaries. See also “Risk Factors—Risks Related to the Debt Securities—The debt securities will
be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, theSecurities HD and MUMSS,” and “Risk Factors—Risks Related to the Debt Securities—The debt securities areintended to qualify as our External TLAC debt as well as our Tier 2 capital or Additional Tier 1 capital, as
applicable, and as a result, the value of the debt securities could be materially adversely affected, and you may
lose all or a portion of your investments.”
The senior debt securities will be repaid at maturity at a price of 100% of the principal amount thereof. The
Senior Indenture provides that a series of senior debt securities may be redeemed at any time prior to maturity inthe circumstances described under “—Optional Redemption and Repurchases—Optional Redemption” or“—Optional Redemption and Repurchases—Optional Tax Redemption.”
The senior debt securities may be denominated and payable in U.S. dollars or other foreign currencies. The
senior debt securities do not provide for any sinking fund. Temporary documents of title will not be issued.
Payments on the senior debt securities will be made in accordance with any laws, regulations oradministrative practices applicable to the Company and its agents in respect thereof, including the requirements
under Japanese tax law.
40

“Business Day” means a day which is not a day on which banking institutions in New York and Tokyo are
authorized by law or regulation to close.
Interest
Floating Rate Interest
Any series of senior debt securities with floating rate interest that may be issued will bear interest at therelevant floating interest rate as described in the applicable prospectus supplement or free writing prospectuswith respect to the relevant series of floating rate senior debt securities.
Fixed Rate Interest
Any series of senior debt securities with fixed rate interest that may be issued will bear interest at therelevant fixed interest rate as described in the applicable prospectus supplement or free writing prospectus withrespect to the relevant series of fixed rate senior debt securities.
Optional Redemption and Repurchases
Optional Redemption
A series of senior debt securities may, subject to prior confirmation of the FSA (as defined below) (if suchconfirmation is required under the Applicable Banking Regulations (as defined below)), be redeemed at the optionof the Company as described in the applicable prospectus supplement or free writing prospectus with respect tothe relevant series of senior debt securities.
“FSA” means the Financial Services Agency of Japan or its successor regulatory authority.
“Applicable Banking Regulations” means the Banking Act of Japan (Act No. 59 of 1981, as amended), andany orders, rules, regulations, ordinances, public ministerial announcements, guidelines and policies thereunderapplicable at any time as the context may require under the Senior Indenture, including, without limitation, thePublic Ministerial Announcement (kokuji (No. 9 of the FSA Public Ministerial Announcement of 2019, as
amended)) prescribing the capital adequacy regulations applicable to bank holding companies.
Optional Tax Redemption
A series of senior debt securities may, subject to prior confirmation of the FSA (if such confirmation isrequired under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but notin part, at any time, on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100%of the principal amount of the relevant series of senior debt securities then outstanding (plus accrued and unpaid
interest to (but excluding) the date fixed for redemption and “additional amounts” (as described below), if any),
if the Company determines and certifies to the trustee prior to giving notice of redemption that, as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Japan (or any
political subdivision or taxing authority of Japan) affecting taxation, or any change in the official position
regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment, ororder by a court of competent jurisdiction), which change, amendment, application or interpretation becomes
effective on or after the date of the applicable prospectus supplement, the Company is, or on the next interest
payment date would be, required to pay any additional amounts in respect of Japanese taxes which cannot be
avoided by measures reasonably available to the Company; provided that, no such notice of redemption shall begiven earlier than 90 days prior to the earliest date on which the Company would be obligated to make suchpayment of additional amounts if a payment in respect of the relevant series of senior debt securities were thendue. Additional amounts are payable by the Company under the circumstances described below under“—Payment of Additional Amounts.”
Prior to the mailing of any notice of redemption of a series of senior debt securities pursuant to theforegoing, the Senior Indenture requires that the Company deliver to the trustee a certificate signed by a41

responsible officer of the Company stating that the conditions precedent to such redemption have been fulfilled
and an opinion of an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to
the trustee to the effect that the circumstances referred to above exist. The trustee shall accept such certificate andopinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it
shall be conclusive and binding on the relevant securityholders.
Repurchases
The Company, or any of its subsidiaries, may, at any time, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), purchase any or all of the senior debt
securities in the open market or otherwise at any price in accordance with any applicable law or regulation.
Subject to applicable law, neither the Company nor any of its subsidiaries shall have any obligation to offer topurchase any senior debt securities held by any holder as result of the Company’s or such subsidiary’s purchaseor offer to purchase senior debt securities held by any other holder in the open market or otherwise. Senior debt
securities so purchased by the Company or its subsidiaries may, at the discretion of the Company or its
subsidiaries, as the case may be, be held or resold or surrendered to the relevant trustee for cancellation.
Payment of Additional Amounts
All payments of principal and interest in respect of the senior debt securities by the Company shall be madewithout withholding or deduction for, or on account of, any present or future taxes, duties, assessments orgovernmental charges of whatever nature imposed or levied by or on behalf of Japan, or any political sub-divisionof, or any authority in, or of, Japan having power to tax (“Japanese taxes”), unless such withholding or deduction
is required by law. In that event, the Company shall pay to the holder of each senior debt security such additionalamounts (all such amounts being referred to herein as “additional amounts”) as may be necessary so that the net
amounts received by it after such withholding or deduction shall equal the respective amounts which would havebeen receivable in respect of such senior debt security in the absence of such withholding or deduction.
However, no such additional amounts shall be payable in relation to any such withholding or deduction in
respect of any senior debt security:(i)to or on behalf of a securityholder or beneficial owner of a senior debt security who is liable for such
Japanese taxes in respect of such senior debt security by reason of its having some connection withJapan other than the mere holding of such senior debt security and the receipt of any payments in
respect thereof or enforcement of rights in respect thereof; or(ii)

to or on behalf of a securityholder or beneficial owner of a senior debt security (a) who would otherwise
be exempt from any such withholding or deduction but who fails to comply with any applicablerequirement to provide certification, information, documents or other evidence concerning its
nationality, residence, identity or connection with Japan, including any requirement to provide Interest
Recipient Information (as defined below) or to submit a Written Application for Tax Exemption (asdefined below) to the Company, the trustee or a paying agent, as appropriate, or (b) whose Interest
Recipient Information is not duly communicated through the Participant (as defined below) and therelevant international clearing organization to the trustee or a paying agent, as appropriate; or(iii)

to or on behalf of a securityholder or beneficial owner of a senior debt security who is for Japanese
tax purposes treated as a resident of Japan or a Japanese corporation (except for (A) a DesignatedFinancial Institution (as defined below) who complies with the requirement to provide Interest
Recipient Information or to submit a Written Application for Tax Exemption and (B) a resident ofJapan or a Japanese corporation who duly notifies (directly or through the Participant or otherwise)
the trustee or a paying agent, as appropriate, of its status as not being subject to Japanese taxes to be
withheld or deducted by the Company, by reason of such individual resident of Japan or Japanese
corporation receiving interest on the relevant senior debt security through a payment handling agent
in Japan appointed by it); or
42

(iv)

to or on behalf of a securityholder or beneficial owner of a senior debt security who is a non-residentof Japan or a non-Japanese corporation that is a specially related person of the Company as describedin Article 6, Paragraph 4 of the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as
amended; the “Special Taxation Measures Act”); or(v)

to or on behalf of a securityholder or beneficial owner of a senior debt security who presents a seniordebt security for payment (where presentation is required) more than 30 days after the Relevant Date(as defined below), except to the extent that such securityholder or beneficial owner of a senior debt
security would have been entitled to such additional amounts on presenting the same on any dateduring such 30-day period; or(vi)

to or on behalf of a securityholder who is a fiduciary or partnership or is not the sole beneficial
owner of the payment of the principal of, or any interest on, any senior debt security, and Japanese
law requires the payment to be included for tax purposes in the income of a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial owner, in each case,
who would not have been entitled to such additional amounts had it been the holder of such seniordebt security; or(vii)

in any case that is a combination of any of (i) through (vi) above.

In addition, no additional amounts will be payable for or on account of any deduction or withholding
imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code of 1986 (or any amended or
successor version of such Sections), the U.S. Treasury regulations thereunder and any other official guidance
thereunder (“FATCA”), any agreement (including any intergovernmental agreement) entered into with respect to
FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to,
FATCA, similar legislation under the laws of any other jurisdiction, or any such intergovernmental agreement.
Where a senior debt security is held through a participant of a clearing organization or a financial
intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by theCompany for, or on account of, Japanese taxes, if the relevant beneficial owner of a senior debt security is (i) an
individual non-resident of Japan or a non-Japanese corporation that in either case is not a specially-related personof the Company or (ii) a Japanese financial institution (a “Designated Financial Institution”) falling under certain
categories prescribed by Article 6, Paragraph 11 of the Special Taxation Measures Act and the cabinet orderthereunder (Cabinet Order No. 43 of 1957, as amended) (together with the ministerial ordinance and otherregulations thereunder, the “Act”), all in accordance with the Act, such beneficial owner of a senior debt security
must, at the time of entrusting a Participant with the custody of the relevant senior debt security, provide certain
information prescribed by the Act to enable the Participant to establish that such beneficial owner of a senior debt
security is exempted from the requirement for Japanese taxes to be withheld or deducted (the “Interest Recipient
Information”) and advise the Participant if such beneficial owner of a senior debt security ceases to be so
exempted, including the case where the relevant beneficial owner of the senior debt security who is an individual
non-resident of Japan or a non-Japanese corporation becomes a specially-related person of the Company.
Where a senior debt security is not held by a Participant, in order to receive payments free of withholding or
deduction by the Company for, or on account of, Japanese taxes, if the relevant beneficial owner of a senior debt
security is (i) an individual non-resident of Japan or a non-Japanese corporation that in either case is not a
specially-related person of the Company or (ii) a Designated Financial Institution, all in accordance with the Act,
such beneficial owner of a senior debt security must, prior to each date on which it receives interest, submit to theCompany, the trustee or a paying agent, as appropriate, a written application for tax exemption (hikazei tekiyo
shinkokusho) (a “Written Application for Tax Exemption”) in the form obtainable from the Company, the trustee
or any paying agent, as appropriate, stating, among other things, the name and address (and, if applicable, theJapanese individual or corporation ID number) of such beneficial owner of a senior debt security, the title of thesenior debt securities, the relevant interest payment date, the amount of interest payable and the fact that such
beneficial owner of a senior debt security is qualified to submit the Written Application for Tax Exemption,
together with documentary evidence regarding its identity and residence.
43

By subscribing for the senior debt securities, a securityholder will be deemed to have represented that it is abeneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese
corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a
specially related person of the Company or (ii) a Designated Financial Institution.
If (i) subsequent to making a payment on the senior debt securities without withholding or deduction ofJapanese taxes, the Company is required to remit to the Japanese taxing authority any amount in respect ofJapanese taxes that should have been withheld or deducted from such payment (together with any interest andpenalties) due to the failure of the beneficial owner to provide accurate Interest Recipient Information or tootherwise properly claim an exemption from Japanese taxes imposed with respect to such payment, and (ii) such
beneficial owner would not have been entitled to receive additional amounts with respect to such payment had
Japanese taxes been withheld from the payment when it was made, such beneficial owner (but not any
subsequent beneficial owner of the senior debt securities) shall be required to reimburse the Company, inJapanese yen, for the amount remitted by the Company to the Japanese taxing authority.
As used in this section, the “Relevant Date” means the date on which any payment in respect of a senior debt
security first becomes due, except that, if the full amount of the moneys payable has not been duly received by thetrustee on or prior to such due date, it means the date on which, the full amount of such moneys having been soreceived, notice to that effect is duly given to the securityholders in accordance with the Senior Indenture.
The obligation to pay additional amounts shall not apply to (i) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or other governmental charge or (ii) any tax, assessment or othergovernmental charge that is payable otherwise than by deduction or withholding from payments of principal orinterest on the senior debt securities; provided that, except as otherwise set forth in the senior debt securities andthe Senior Indenture, the Company shall pay all stamp and other duties, if any, which may be imposed by Japan,
the United States or any respective political subdivision or any taxing authority thereof or therein, with respect to
the Senior Indenture or as a consequence of the issuance of the senior debt securities.
References to principal or interest in respect of the senior debt securities shall be deemed to include any
additional amounts due in respect of Japanese taxes which may be payable as set forth in the senior debt
securities and the Senior Indenture.
Events of Default
An event of default is defined under the Senior Indenture as any one or more of the following events,
subject to modification in a supplemental indenture, each of which we refer to in this prospectus and theapplicable prospectus supplement as an event of default with respect to any series of senior debt securities,
having occurred and be continuing:(i)default by the Company in the payment when due of the interest or principal in respect of any such seriesof senior debt securities and the continuance of any such default for a period of 30 days after the datewhen due, unless the Company shall have cured such default by payment within such period; or(ii)

the Company shall fail duly to perform or observe any other term, covenant or agreement contained inany such series of senior debt securities or in the Senior Indenture in respect of such series of seniordebt securities for a period of 90 days after the date on which written notice of such failure, requiring
the Company to remedy the same, shall have been given first to the Company (and to the trustee in thecase of notice by the holders referred to below) by the trustee or holders of at least 25% in principal
amount of the then outstanding senior debt securities of such series (such notification must specify the
Event of Default, demand that it be remedied and state that the notification is a “Notice of Default”
under the Senior Indenture); or(iii) a decree or order by any court having jurisdiction shall have been issued adjudging the Company
bankrupt or insolvent or approving a petition seeking reorganization under the Bankruptcy Law of44

Japan (Law No. 75 of 2004, as amended; the “Bankruptcy Law”), the Civil Rehabilitation Law ofJapan (Law No. 225 of 1999, as amended; the “Civil Rehabilitation Law”), the Corporate
Reorganization Law of Japan (Law No. 154 of 2002, as amended; the “Reorganization Law”), theCompany Law of Japan (Law No. 86 of 2005, as amended; the “Company Law”) or any other similar
applicable law of Japan, and such decree or order shall have continued undischarged or unstayed for aperiod of 60 days; or a decree or order of a court having jurisdiction for the appointment of a receiveror liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of all or
substantially all of its property or for the winding-up or liquidation of its affairs, shall have been
issued, and such decree or order shall have continued undischarged or unstayed for a period of
60 days; or(iv) the Company shall institute proceedings seeking adjudication of bankruptcy or seeking reorganization
under the Bankruptcy Law, the Civil Rehabilitation Law, the Reorganization Law, the Company Law
or any other similar applicable law of Japan, or shall consent to the institution of any such proceedings
or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of itself or of all or substantially all of its property, or an effective resolution shall havebeen passed by the Company for the winding up or dissolution of its affairs, other than for the purposeof an amalgamation or merger, provided that the continuing or successor corporation has effectively
assumed the obligations of the Company under such series of senior debt securities of such series andthe Senior Indenture.
Acceleration upon an Event of Default
The Senior Indenture provides that, unless otherwise set forth in a supplemental indenture, if any event ofdefault occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal
amount of the outstanding senior debt securities of a series, by notice in writing to the Company (and to thetrustee if given by the securityholders), may declare the entire principal of and interest accrued thereon to be dueand payable immediately.
Pursuant to the Senior Indenture, the trustee shall give notice by mail to the holders of the senior debt
securities of an event of default known to the trustee that has occurred with respect to the senior debt securities,
provided that the trustee may, in certain limited circumstances, withhold such notice. The trustee shall transmit
the notice within 90 days of such occurrence, unless the event of default has been cured before transmission ofsuch notice.
Annulment of Acceleration and Waiver of Defaults
In some circumstances, if any or all of the events leading to acceleration under the Senior Indenture, otherthan the non-payment of the principal of the senior debt securities that has become due as a result of anacceleration, have been cured, waived or otherwise remedied, then the securityholders of a majority in aggregate
principal amount of a series of senior debt securities may (if certain conditions are satisfied) annul past events ofdefault or waive past defaults of such series of senior debt securities.
Application of Proceeds
Any money collected from the Company by a trustee under the Senior Indenture shall be applied in theorder described below:(i)first, to the payment of costs and expenses (including indemnity payments) applicable to the series ofsenior debt securities for which money was collected, including reasonable compensation to theapplicable trustee and any paying agent;(ii)

second, if payment is not due on the principal of the series of senior debt securities for which money
was collected, to the payment of interest on the series in default;
45

(iii) third, if payment is due on the principal of the series of senior debt securities for which money wascollected, to the payment of the whole amount then owing and unpaid upon all of the series of seniordebt securities for principal and interest, with interest on the overdue principal; and in case the money
collected shall be insufficient to pay in full the whole amount so due and unpaid upon the series ofsenior debt securities, then to the payment of principal and interest without preference or priority ofprincipal over interest, ratably to the aggregate of such principal and accrued and unpaid interest; and(iv) finally, to the payment of the remainder, if any, to the Company or any other person lawfully entitledthereto.
Indemnification of Trustee for Actions Taken on Your Behalf
The Senior Indenture provides that the trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the securityholders relating to the time, method
and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power
conferred upon the trustee. In addition, the Senior Indenture contains a provision entitling the trustee to beindemnified and/or secured to its satisfaction by the securityholders under the Senior Indenture before proceeding
to exercise any right or power at the request of holders. Subject to these provisions and specified otherlimitations, the holders of a majority in aggregate principal amount of the senior debt securities of the relevant
series outstanding may direct the time, method and place of conducting any proceeding for any remedy available
to the trustee, or exercising any trust or power conferred on the trustee.
Limitation on Suits by You as an Individual Securityholder
The Senior Indenture provides that no individual securityholder may institute any action against theCompany under the Senior Indenture, except actions for payment of overdue principal and interest, unless thefollowing actions have occurred:(i)the holder must have previously given written notice to the trustee of the continuing default;(ii)

the holders of not less than 25% in aggregate principal amount of the outstanding senior debt
securities of each affected series, with each such series treated as a single class, must have:(a)made written request to the trustee to institute that action; and(b)offered the trustee indemnity and/or security to its satisfaction;(iii) the trustee must have failed to institute that action within 60 days after receipt of the request referred
to above; and(iv) the holders of a majority in principal amount of the outstanding senior debt securities of each affected
series, voting as one class, must not have given directions to the trustee inconsistent with those of theholders referred to above.
In addition, each securityholder will be deemed to have acknowledged, accepted, consented and agreed that,for a period of 30 days from the time the Prime Minister confirms that any measures (tokutei dai nigo sochi) set
forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act of Japan (Act No. 34 of 1972, as
amended; the “Deposit Insurance Act”) (or any successor provision thereto) need to be applied to the Company,
the ability of securityholders and the trustee to enforce the rights under the Senior Indenture and the senior debt
securities shall be subject to the limitations on the right to obtain attachment against the Company’s assets set
forth in Article 126-16 of the Deposit Insurance Act (or any successor provision thereto).
Limited Right of Set-Off
Each holder of the senior debt securities will agree, by the acceptance of any interest in a senior debt
security, that, if (a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking46

reorganization under the Bankruptcy Law, the Civil Rehabilitation Law, the Corporate Reorganization Law, theCompany Law or any other similar applicable law of Japan, and so long as such proceedings shall havecontinued, or a decree or order by any court having jurisdiction shall have been issued adjudging the Company
bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as suchdecree or order shall have continued undischarged or unstayed, or (b) the Company’s liabilities exceed, or may
exceed, its assets, or the Company suspends, or may suspend, repayment of its obligations, the holders of thesenior debt securities shall not be entitled to exercise any right to set off any of the Company’s liabilities under
the senior debt securities against any liabilities of the relevant holder owed to the Company.
Covenants
Consolidation, Merger, Sale or Conveyance. The Senior Indenture contains provisions permitting theCompany, without the consent of the holders of the senior debt securities, to merge or consolidate with or merge
into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets to any person or
persons, provided that the successor corporation or corporations, if an entity other than the Company is a joint
stock company organized and existing under the laws of Japan, assumes the Company’s obligations on the seniordebt securities and under the Senior Indenture and certain other conditions are met, including that, immediately
after giving effect to such transaction, no event of default under the Senior Indenture has occurred and iscontinuing. As an exception to the foregoing, each securityholder will be deemed to have acknowledged,
accepted, consented and agreed that the Senior Indenture does not limit any sales, assignments, transfers orconveyances of business made with the permission of a Japanese court in accordance with Article 126-13 of the
Deposit Insurance Act (or any successor provision thereto), including any such sales, assignments, transfers orconveyances made pursuant to the authority of the Deposit Insurance Corporation to represent and manage anddispose of the Company’s assets under Article 126-5 of the Deposit Insurance Act (or any successor provision
thereto) with the permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act(or any successor provision thereto), which permission may be granted by such court in accordance therewith if(i) the Company is under special supervision by, or under special control of, the Deposit Insurance Corporation
pursuant to the Deposit Insurance Act, and (ii) the Company’s liabilities exceed, or are likely to exceed, its
assets, or the Company has suspended, or are likely to suspend, payment of its obligations.
Evidence of the Company’s Compliance. There are provisions in the Senior Indenture requiring theCompany to furnish to the trustee each year a brief certificate from the Company’s principal executive, financial
or accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants
under the Senior Indenture.
Discharge
Unless otherwise set forth in a supplemental indenture and disclosed in the applicable prospectus
supplement, the Company may discharge all of its obligations, other than as to transfers and exchanges, under the
Senior Indenture after it has:(i)

paid or caused to be paid the principal of and interest on all of the outstanding senior debt securities
in accordance with their terms; or(ii)delivered to the trustee for cancellation all of the outstanding senior debt securities.

Modification of the Senior Indenture
Modification without Consent of Holders. The Company and the trustee may enter into supplemental
indentures without the consent of the holders of senior debt securities issued under the Senior Indenture to:(i)evidence the assumption by a successor corporation of the Company’s obligations;(ii)

add covenants for the protection of the holders of senior debt securities;47

(iii)

cure any ambiguity or correct any inconsistency;(iv)

add to, change or eliminate any of the provisions of the Senior Indenture (provided that such
addition, change or elimination shall not adversely affect the interests of the holders of any
outstanding series of senior debt securities in any material respect);(v)

establish the forms or terms of any series of senior debt securities; or(vi)evidence the acceptance of appointment by a successor trustee.

Modification with Consent of Holders. Each of the Company and the trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of each affected series of outstanding senior debt
securities, with each such series voting as one class, may add any provisions to, or change in any manner or
eliminate any of the provisions of, the Senior Indenture or modify in any manner the rights of the holders of thesenior debt securities issued pursuant to the Senior Indenture. However, the Company and the trustee may not
make any of the following changes to any outstanding senior debt security without the consent of each holderthat would be affected by the change:(i)extend the final maturity of the security or of any installment of principal of any such security;(ii)

reduce the principal amount;(iii)

reduce the rate or extend the time of payment of interest;(iv)

reduce any amount payable on redemption;(v)

change the currency or other terms in or under which the principal, including any amount of originalissue discount, premium, or interest on the security is payable;(vi)change any of the Company’s obligations to pay any additional amounts on senior debt securities forany tax, assessment or governmental charge withheld or deducted (if any);(vii)

impair the right of any holder to institute suit for any payment on any senior debt security when due;or(viii) reduce the percentage of senior debt securities the consent of whose holders is required formodification of the Senior Indenture.
Further Issuances
The Company reserves the right, from time to time, without the consent of the holders of the senior debt
securities, to issue additional senior debt securities on terms and conditions identical to those of the senior debt
securities of a series offered by this prospectus and the applicable prospectus supplement, which additional seniordebt securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series
with, the relevant series of the senior debt securities. The Company may also issue other securities under the
relevant indenture as part of a separate series that have different terms from the senior debt securities.
Concerning the Trustee
Any trustee appointed pursuant to the Senior Indenture will have and will be subject to all of the duties andresponsibilities under the Senior Indenture and those with respect to an indenture trustee under the Trust
Indenture Act.
The Senior Indenture provides that upon the occurrence of an event of default, the trustee will exercise therights and powers vested in it by the Senior Indenture, using the same degree of care and skill as a prudent person
would exercise or use under the circumstances in the conduct of its own affairs. In the absence of such event ofdefault, the trustee need only perform those duties that are specifically set forth in the applicable indenture or are
applicable pursuant to the Trust Indenture Act.
48

Subject to the Senior Indenture and the provisions of the Trust Indenture Act, the trustee will be under noobligation to exercise any rights, trusts or powers conferred under the Senior Indenture or the senior debt
securities for the benefit of the holders of the senior debt securities, unless the holders have offered to the trustee
indemnity and/or security satisfactory to the trustee against any loss, cost, liability or expense which might beincurred by it in exercising any such rights, trusts or powers.
The Senior Indenture and the Trust Indenture Act contain limitations on the rights of the trustee thereunder,
should it become a creditor of the Company or any of its subsidiaries, to obtain payment of claims in certain
cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The
trustee is permitted to serve as trustee under the Senior Indenture and to engage in other transactions, provided
that if it acquires any conflicting interest (as defined in Section 310(b) of the Trust Indenture Act), it musteliminate such conflict or resign.
The Company and its subsidiaries and affiliates may maintain ordinary banking relationships and custodial
facilities with any trustee or its affiliates.
Neither the trustee nor any agent will be responsible in any way whatsoever for any investment decision
made by a holder.
Successor Trustee
The Senior Indenture provides that the trustee with respect to a series of senior debt securities may resign or
be removed by the Company, effective upon acceptance by a successor trustee of its appointment. The Senior
Indenture requires that any successor trustee shall be a corporation with a combined capital and surplus of notless than U.S.$50,000,000. The Senior Indenture and the Trust Indenture Act require that any successor trustee
shall be a corporation, association, company or business trust organized and doing business under the laws of theUnited States or any jurisdiction thereof or any state or territory or of the District of Columbia. No person may
accept its appointment as a successor trustee unless at the time of such acceptance such successor trustee isqualified and eligible under the Senior Indenture and the applicable provisions of the Trust Indenture Act.
Repayment of Funds
The Senior Indenture provides that all monies paid by the Company to the trustee or paying agent for aparticular series of senior debt securities for payment of principal or interest on any senior debt security which
remains unclaimed at the end of two years after such payment shall become due and payable will be repaid to theCompany and all liability of the trustee or paying agent with respect thereto will cease, and to the extent
permitted by law, the holder of such senior debt security shall thereafter look only to the Company for any
payment which such holder may be entitled to collect.
New York Law to Govern
The Senior Indenture is, and the senior debt securities will be, governed by and construed in accordancewith the laws of the State of New York.
Consent to Service of Process and Submission to Jurisdiction
Under the Senior Indenture, the Company irrevocably designates Mitsubishi UFJ Financial Group, Inc.,
Attention: General Manager, with offices currently at 1251 Avenue of the Americas, 43rd Floor, New York, NY
10020 as its authorized agent for service of process in any legal action or proceeding arising out of or relating to
the Senior Indenture or the senior debt securities brought in any federal or state court in the County of New York,and the Company irrevocably submits to the jurisdiction of those courts.

49

Senior Debt Securities Denominated in Foreign Currencies
Whenever the Senior Indenture provides for an action by, or the determination of, any of the rights of, or any
distribution to, holders of senior debt securities, in the absence of any provision to the contrary, any amount inrespect of any senior debt security denominated in a currency or currency unit other than U.S. dollars may betreated for purposes of taking any such action or distribution as the amount of U.S. dollars that could reasonably beexchanged for such non-U.S. dollar amount. This amount will be calculated as of a date that the Company specifies
to the paying agent or, if the Company fails to specify a date, on a date that the paying agent may determine.
Registration, Transfer and Exchange of Senior Debt Securities
The trustee will maintain at its corporate trust office a register with respect to the senior debt securities. The
name of the registered holder of each senior debt security will be recorded in the register. The Company, thetrustee, the registrar and the paying agent may treat the person in whose name any senior debt security isregistered as the absolute owner of the senior debt security for all purposes and none of them shall be affected byany notice to the contrary.
At the option of the securityholder, subject to the restrictions contained in the senior debt security and in the
Senior Indenture, the senior debt security may be transferred or exchanged for a like aggregate principal amountof senior debt securities of different authorized denominations, upon surrender for exchange or registration oftransfer, at the corporate trust office of the trustee. Any senior debt security surrendered for exchange orpresented for registration of transfer shall be duly endorsed, or be accompanied by a written instrument oftransfer or other documentation in a form identified in the Senior Indenture. Senior debt securities issued uponexchange or transfer shall be registered in the name of the securityholder requesting the exchange or, as the casemay be, the designated transferee or transferees and delivered at the trustee’s office, or mailed, at the request, risk
and expense of, and to the address requested by, the designated transferee or transferees. No service charge, otherthan any cost of delivery not made by regular mail, shall be imposed for any transfer or exchange of senior debt
securities, but the Company or the trustee may require payment of a sum sufficient to cover any stamp duty, tax
or governmental charge or insurance charge that may be imposed in connection with any transfer or exchange ofsenior debt securities.
Upon the transfer, exchange or replacement of certificated senior debt securities bearing the legend, the trustee
will deliver only certificated senior debt securities bearing such legend unless the Company otherwise consents.
Trustee, Paying Agent, Registrar and Calculation Agent
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability, will initially act as trustee, paying agent and registrar for the senior debt
securities, and as calculation agent with respect to the floating rate senior debt securities. The Company may
change the paying agent, registrar or calculation agent without prior notice to the holders of the senior debt
securities, and the Company or any of its subsidiaries may act as paying agent, registrar or calculation agent. The
applicable prospectus supplement will name any such successor trustee, paying agent, registrar and, if applicable,
calculation agent with respect to the series of senior debt securities being offered by such prospectus supplement.
The trustee is located at 240 Greenwich Street, New York, NY 10286.
Authenticating Agent
The Senior Indenture permits the trustee to appoint an authenticating agent or agents with respect to the seniordebt securities issued under such indenture. Such authenticating agent will be authorized to act on behalf of thetrustee to authenticate the senior debt securities, and senior debt securities authenticated by such authenticating
agent will be entitled to the benefits of the Senior Indenture and valid and obligatory for all purposes as if
authenticated by the trustee. The trustee may change the authenticating agent at any time, as more fully described in
the Senior Indenture.
50

DESCRIPTION OF FIXED-TERM SUBORDINATED DEBT SECURITIESThe following description of the terms of the fixed-term subordinated debt securities contains certain
general terms that may apply to the fixed-term subordinated debt securities. The specific terms of any series of
fixed-term subordinated debt securities will be described in the applicable prospectus supplement relating to suchseries fixed-term subordinated debt securities. The Company may also prepare free writing prospectuses that
describe particular series of fixed-term subordinated debt securities. For purposes of this prospectus, anyreference to an applicable prospectus supplement may also refer to an applicable free writing prospectus, unlessthe context otherwise requires.
The following description summarizes only those terms of the fixed-term subordinated debt securities that
the Company believes will be most important to your decision to invest in any fixed-term subordinated debt
securities and may not discuss other terms that are also important to you. If you invest in any fixed-term
subordinated debt securities, your rights as a holder of fixed-term subordinated debt securities will be determinedby the fixed-term subordinated debt securities, the Fixed-Term Subordinated Indenture, and the U.S. Trust
Indenture Act of 1939, as amended, or the Trust Indenture Act, under which the Fixed-Term SubordinatedIndenture is qualified. The terms of the fixed-term subordinated debt securities will include those expressly set
forth in the Fixed-Term Subordinated Indenture and those made part of the Fixed-Term Subordinated Indenture
by reference to the Trust Indenture Act.
The following description is subject to, and is qualified in its entirety by reference to, the Fixed-Term
Subordinated Indenture, including the definitions contained in the Fixed-Term Subordinated Indenture of certain
terms of the fixed-term subordinated debt securities, forms of which have been filed as exhibits to the registration
statement of which this prospectus is part, or will be filed, or may be further modified by any form that may be
filed, as exhibits to a current report on Form 6-K in connection with an offering of the relevant series of fixedterm subordinated debt securities.
GeneralThe applicable prospectus supplement will set forth the aggregate principal amount, maturity dates, interest
payment dates and other terms of each series of fixed-term subordinated debt securities on its cover page and in
the description of the fixed-term subordinated debt securities contained therein.
Each series of fixed-term subordinated debt securities, when issued, will constitute direct, unconditional,
subordinated and unsecured obligations of the Company and will at all times rank pari passu without any
preference among themselves, and equally in right of payment with all of the existing and future unsecured,
unconditional and fixed-term subordinated debt of the Company, and senior to all of the existing and future
unsecured, conditional and perpetual subordinated debt of the Company and all classes of shares (including
preferred shares, if any) of the Company. Notwithstanding such ranking of the fixed-term subordinated debt
securities, because the fixed-term subordinated debt securities are subject to a Non-Viability Write-Down (asdefined below), as described under “—Write-Down and Cancellation upon a Non-Viability Event,” thefixed-term subordinated debt securities may effectively recover less than any liabilities or shares that are notsubject to similar write-down provisions. See also “Risk Factors—Risks Related to the Debt Securities—The
debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, theTrust Bank, the Securities HD and MUMSS.”
The fixed-term subordinated debt securities are intended to qualify as the Company’s Tier 2 Capital (as defined
below). To the extent that the fixed-term subordinated debt securities have not been subject to a Non-Viability
Write-Down, as described under “—Write-Down and Cancellation upon a Non-Viability Event,” the fixed-term
subordinated debt securities will be repaid at maturity at a price of 100% of the principal amount thereof. In
addition, to the extent that the fixed-term subordinated debt securities have not been subject to a Non-Viability
Write-Down, as described under “—Write-Down and Cancellation upon a Non-Viability Event,” a series of51

fixed-term subordinated debt securities may be redeemed prior to maturity in the circumstances described under“—Optional Redemption and Repurchases—Optional Redemption,” “—Optional Redemption and Repurchases—
Optional Tax Redemption” or “—Optional Redemption and Repurchases—Optional Regulatory Redemption.”
The fixed-term subordinated debt securities will be subject to a full write-down upon the occurrence of a
Non-Viability Event (as defined below). See “—Write-Down and Cancellation upon a Non-Viability Event.” Bypurchasing the fixed-term subordinated debt securities, you consent to such write-down and such write-down notconstituting a default in payment, an event of default or an event of acceleration. As a result, you may lose all of
your investment in the fixed-term subordinated debt securities. As a consequence of a Non-Viability WriteDown, as a holder of the fixed-term subordinated debt securities, you may also recover less ratably than theholders of liabilities or shares that otherwise rank, or are expressed to rank, pari passu with or junior to the fixedterm subordinated debt securities especially if such securities do not contain similar write-down provisions, or
may not recover at all. You should carefully consider these features and their potential effects before making an
investment decision in the fixed-term subordinated debt securities, and read the risk factors appearing in thisdocument, including those under the heading “Risk Factors—Risks Related to the Fixed-Term SubordinatedDebt Securities (Tier 2 Securities).”
The fixed-term subordinated debt securities may be denominated and payable in U.S. dollars or otherforeign currencies. The fixed-term subordinated debt securities do not provide for any sinking fund. Temporary
documents of title will not be issued.
Payments on the fixed-term subordinated debt securities will be made in accordance with any laws,
regulations or administrative practices applicable to the Company and its agents in respect thereof, including therequirements under Japanese tax law.
“Business Day” means a day which is not a day on which banking institutions in New York City and Tokyo
are authorized by law or regulation to close.
Subordination
The rights of the holders of the fixed-term subordinated debt securities will be subordinated in right of
payment to all Senior Indebtedness (as defined below) upon the occurrence of a Subordination Event (as defined
below). If a Subordination Event has occurred, and so long as any such Subordination Event shall continue (andin the case of a Civil Rehabilitation Event (as defined below), so long as neither a Summary Rehabilitation Order(as defined below) nor a Consent Rehabilitation Order (as defined below) shall have been issued), any amounts(other than any amounts which shall have become due and payable before such Subordination Event shall haveoccurred and remain unpaid) due under the fixed-term subordinated debt securities, including any amount due
under the Company’s indemnification obligations as described under “—Indemnification of Judgment
Currency,” will become payable only upon one of the following conditions being fulfilled:(i)in the case of a Bankruptcy Event (as defined below), the total amount of any and all Senior
Indebtedness which is listed on the final distribution list of the Company submitted to the court insuch bankruptcy proceedings shall have been assured to be paid in full out of the amounts available
for distribution in such bankruptcy proceedings (including by way of distributions by deposit of funds
in escrow with the competent authority);(ii)

in the case of a Corporate Reorganization Event (as defined below), the total amount of any and all
Senior Indebtedness which is listed on the corporate reorganization plan of the Company at the time
when the court’s approval of such plan becomes final and conclusive shall have been paid in full insuch proceedings to the extent that such liabilities shall have been fixed;(iii) in the case of a Civil Rehabilitation Event, the total amount of any and all Senior Indebtedness which
is listed on the civil rehabilitation plan of the Company at the time when the court’s approval of suchplan becomes final and conclusive shall have been paid in full in such proceedings to the extent thatsuch liabilities shall have been fixed; or52

(iv) in the case of a Foreign Event (as defined below), conditions equivalent to those set out in (i), (ii) or(iii) above have been fulfilled; provided, however, that notwithstanding any provision herein to thecontrary, if the imposition of any such condition is not allowed under such proceedings, any amountwhich becomes due under the fixed-term subordinated debt securities shall become payable inaccordance with the conditions for payment set forth in the Fixed-Term Subordinated Indenture andnot subject to such impermissible condition but subject to any condition imposed during suchproceedings.
Notwithstanding that the fixed-term subordinated debt securities are stated to rank equally with certain
unsecured, unconditional and fixed-term subordinated debt of the Company and ahead of certain unsecured,conditional and perpetual subordinated debt and all classes of shares (including preferred shares, if any) of theCompany as described above, the fixed-term subordinated debt securities are subject to a Non-Viability WriteDown, as described under “—Write-Down and Cancellation upon a Non-Viability Event.”
If a Non-Viability Event occurs, it is expected that a Non-Viability Write-Down would take place before thetreatment of the Company’s remaining indebtedness or other securities without similar write-down features isdetermined.
The Company shall make no amendment or modification to the subordination provisions contained in the
Fixed-Term Subordinated Indenture that is prejudicial to any present or future creditor in respect of any Senior
Indebtedness. No such amendment or modification shall in any event be effective against any such creditor.
Each holder of fixed-term subordinated debt securities by its acceptance thereof shall thereby agree that if
any payment of principal or interest in respect of the fixed-term subordinated debt securities is made to suchholder after the occurrence of a Subordination Event and the amount of such payment exceeds the amount, if any,that should have been paid to such holder upon the proper application of the subordination provisions of such
fixed-term subordinated debt securities, the payment of such excess amount shall be deemed null and void, andsuch holder or the trustee or paying agent (to the extent it has not paid such amount to any holder) (as the casemay be) shall be obliged to return the amount of the excess payment within ten days after receiving notice of theexcess payment, and shall also thereby agree that, upon the occurrence of a Subordination Event and for so longas such Subordination Event shall continue, any liabilities of the Company to such holder which would otherwise
become so payable on or after the date on which such Subordination Event occurs shall not be set off against any
liabilities of such holder owed to the Company unless, until and only in such amount as the liabilities of theCompany under the fixed-term subordinated debt securities become payable pursuant to the proper application of
the subordination provisions of such fixed-term subordinated debt securities.
“Consent Rehabilitation Order” means a decision of a court of competent jurisdiction under Article 217,
Paragraph 1 of the Civil Rehabilitation Law (or any successor provision thereto) to the effect that the proceduresfor the investigation and confirmation of civil rehabilitation claims as defined in Article 84 of the Civil
Rehabilitation Law (or any successor provision thereto), and the resolution of a civil rehabilitation plan shall beomitted.
“Summary Rehabilitation Order” means a decision of a court of competent jurisdiction under Article 211,
Paragraph 1 of the Civil Rehabilitation Law (or any successor provision thereto) to the effect that the proceduresfor the investigation and confirmation of civil rehabilitation claims as defined in Article 84 of the Civil
Rehabilitation Law (or any successor provision thereto) shall be omitted.
“Senior Indebtedness” means all liabilities (including, for the avoidance of doubt, statutory subordinatedbankruptcy claims (retsugoteki hasan saiken), as defined under the Bankruptcy Law) of the Company other than(i) liabilities under the fixed-term subordinated debt securities (except for liabilities which have been due andpayable prior to the occurrence of the Subordination Event and remain unpaid) and (ii) any liabilities of theCompany which rank, or are expressed to rank, effectively either pari passu with, or junior to, the liabilities
53

under the fixed-term subordinated debt securities (except for liabilities which have been due and payable prior tothe occurrence of the Subordination Event and remain unpaid).
“Subordination Event” means either a Bankruptcy Event, a Corporate Reorganization Event, a Civil
Rehabilitation Event or a Foreign Event.
“Bankruptcy Event” means a competent court in Japan having commenced bankruptcy proceedings withrespect to the Company pursuant to the provisions of the Bankruptcy Law.
“Bankruptcy Law” means the Bankruptcy Law of Japan (Law No. 75 of 2004, as amended) or any successor
legislation thereto.
“Corporate Reorganization Event” means a competent court in Japan having commenced corporate
reorganization proceedings with respect to the Company pursuant to the provisions of the Corporate
Reorganization Law.
“Corporate Reorganization Law” means the Corporate Reorganization Law of Japan (Law No. 154 of 2002,
as amended) or any successor legislation thereto.
“Civil Rehabilitation Event” means a competent court in Japan having commenced civil rehabilitation
proceedings with respect to the Company pursuant to the provisions of the Civil Rehabilitation Law.
“Civil Rehabilitation Law” means the Civil Rehabilitation Law of Japan (Law No. 225 of 1999, as
amended) or any successor legislation thereto.
“Foreign Event” means the Company becoming subject to bankruptcy, corporate reorganization or civil
rehabilitation proceedings or other equivalent proceedings pursuant to any applicable law of any jurisdiction
other than Japan.
For the avoidance of doubt, if a competent court in Japan shall have commenced bankruptcy proceedings
with respect to the Company pursuant to the provisions of the Bankruptcy Law, the claims of the holders of the
fixed-term subordinated debt securities shall rank junior to the claims of all statutory subordinated bankruptcy
claims (retsugoteki hasan saiken), as set forth in the Bankruptcy Law, in distribution in such bankruptcy
proceedings.
As at the date of this prospectus, statutory subordinated bankruptcy claims (retsugoteki hasan saiken), as set
forth in the Bankruptcy Law in more detail, include: (i) any claim for interest, damages, penalty, taxes or certain
other amounts arising after the commencement of bankruptcy proceedings; (ii) such portion of a claim with afixed due date that is to become due after the commencement of bankruptcy proceedings and bears no interest, as
corresponds to the amount of statutory interest for the claim to be accrued according to the number of years
during the period from the time of commencement of bankruptcy proceedings until the due date; (iii) such
portion of a claim with an uncertain due date that is to become due after the commencement of bankruptcy
proceedings and bears no interest, as corresponds to the difference between the amount of the claim and theamount of the claim estimated as of the time of commencement of bankruptcy proceedings; or (iv) such portionof a claim for periodic payments the amount and duration of which are fixed, as corresponds to the total of theamounts calculated with regard to the respective periodic payments in accordance with the provisions of(ii) above of this paragraph.
To the extent that holders of the fixed-term subordinated debt securities are entitled to any recovery withrespect to the fixed-term subordinated debt securities in any Japanese action or proceeding, such holders might
not be entitled in such an action or proceeding to a recovery in U.S. dollars and might be entitled in such anaction or proceeding only to a recovery in Japanese yen. The Company has agreed pursuant to the terms of the54Fixed-Term Subordinated Indenture to indemnify against certain losses incurred as a result of any judgment ororder being given or made for any amount due and payable under the fixed-term subordinated debt securities andsuch judgment or order being expressed and paid in a currency other than U.S. dollars and converted into U.S.
dollars at varying currency exchange rates. See “—Indemnification of Judgment Currency.” The Company’s
obligation to pay any such amounts due under the indemnification to the holders of the fixed-term subordinateddebt securities, however, will be subordinated in right of payment to all Senior Indebtedness upon the occurrence
and continuation of a Subordination Event and will also be subject to a Non-Viability Write-Down as provided in“—Write-Down and Cancellation upon a Non-Viability Event.” Accordingly, this indemnification may provide
for little or no recovery to holders of the fixed-term subordinated debt securities in the case of a Subordination
Event or a Non-Viability Event.
Interest
Notwithstanding anything to the contrary contained in the terms of the fixed-term subordinated debt
securities, any interest payments under the fixed-term subordinated debt securities shall be subject to thenon-viability write-down provisions and the subordination provisions, each described herein.
Floating Rate Interest
Any series of fixed-term subordinated debt securities with floating rate interest that may be issued will bearinterest at the relevant floating interest rate as described in the applicable prospectus supplement or free writingprospectus with respect to the relevant series of floating rate fixed-term subordinated debt securities.
Fixed Rate Interest
Any series of fixed-term subordinated debt securities with fixed rate interest that may be issued will bearinterest at the relevant fixed interest rate as described in the applicable prospectus supplement or free writingprospectus with respect to the relevant series of fixed rate fixed-term subordinated debt securities.
Optional Redemption and Repurchases
Notwithstanding anything to the contrary contained in the terms of the fixed-term subordinated debt
securities, any redemption under the fixed-term subordinated debt securities shall be subject to the non-viability
write-down provisions and the subordination provisions, each described herein.
Optional Redemption
A series of fixed-term subordinated debt securities may, subject to prior confirmation of the FSA (as defined
below) (if such confirmation is required under the Applicable Banking Regulations (as defined below)), be
redeemed at the option of the Company, in whole, but not in part, on the interest rate reset date occurring on orafter the fifth year anniversary of the issuance of the fixed-term subordinated debt securities or on the interest
rate reset dates occurring on each five-year anniversary thereafter unless as otherwise described in the applicableprospectus supplement for a particular series of fixed-term subordinated debt securities, on not less than 25 days
nor more than 60 days’ prior notice to the holder of fixed-term subordinated debt securities and the trustee, at aredemption price equal to 100% of the principal amount of the relevant series of fixed-term subordinated debt
securities (plus accrued and unpaid interest to (but excluding) the date fixed for redemption and “additionalamounts” (as described below), if any).
“FSA” means the Financial Services Agency of Japan or its successor regulatory authority.
“Applicable Banking Regulations” means the Banking Act of Japan (Act No. 59 of 1981, as amended) (the“Banking Act”), and any orders, rules, regulations, ordinances, public ministerial announcements, guidelines andpolicies thereunder applicable at any time as the context may require under the Fixed-Term Subordinated55Indenture, including, without limitation, the Public Ministerial Announcement (kokuji (No. 20 of the FSA Public
Ministerial Announcement of 2006, as amended)) prescribing the capital adequacy regulations applicable to bankholding companies.
Optional Tax Redemption
A series of fixed-term subordinated debt securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company,in whole, but not in part, at any time, on not less than 30 nor more than 60 days’ prior notice, at a redemption
price equal to 100% of the principal amount of the relevant series of fixed-term subordinated debt securities on
the day fixed for redemption (plus accrued and unpaid interest to (but excluding) the date fixed for redemption
and additional amounts, if any), if the Company determines prior to giving notice of redemption that, as a resultof any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Japan (orany political subdivision or taxing authority of Japan) affecting taxation, or any change in the official position
regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment, ororder by a court of competent jurisdiction), which change, amendment, application or interpretation becomes
effective on or after the date of the applicable prospectus supplement, (i) the Company is, or on the next interest
payment date would be, required to pay any additional amounts in respect of Japanese taxes, or (ii) any intereston the fixed-term subordinated debt securities ceases to be treated as being a deductible expense for the purposeof the Company’s corporate tax, and, in each case of (i) or (ii) above, such event cannot be avoided by measuresreasonably available to the Company; provided that, in the case of (i) above, no such notice of redemption shallbe given earlier than 90 days prior to the earliest date on which the Company would be obligated to make suchpayment of additional amounts if a payment in respect of the relevant series of fixed-term subordinated debt
securities were then due. Additional amounts are payable by the Company under the circumstances described
below under “—Payment of Additional Amounts.”
Prior to making any notice of redemption of a series of fixed-term subordinated debt securities pursuant to
the foregoing, the Fixed-Term Subordinated Indenture requires that the Company deliver to the trustee acertificate signed by a responsible officer of the Company stating that the conditions precedent to such
redemption have been fulfilled and an opinion of an independent tax counsel or tax consultant of recognized
standing reasonably satisfactory to the trustee to the effect that the circumstances referred to above exist. The
trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions
precedent described above, in which event it shall be conclusive and binding on the relevant holders of fixedterm subordinated debt securities.
Optional Regulatory Redemption
A series of fixed-term subordinated debt securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company,in whole, but not in part, at any time, on not less than 30 nor more than 60 days’ prior notice, at a redemption
price equal to 100% of the principal amount of the relevant series of fixed-term subordinated debt securities on
the day fixed for redemption (plus accrued and unpaid interest to (but excluding) the date fixed for redemption
and additional amounts, if any), if the Company determines after consultation with the FSA that there is morethan an insubstantial risk that the fixed-term subordinated debt securities may not be included in the Company’s
Tier 2 Capital under the applicable standards set forth in the Applicable Banking Regulations (other than for thereason that the amount of the fixed-term subordinated debt securities exceeds any limitations under suchapplicable standard with respect to the amount of the fixed-term subordinated debt securities that qualifies as
Tier 2 Capital).
Prior to making any notice of redemption of a series of fixed-term subordinated debt securities pursuant to
the foregoing, the Fixed-Term Subordinated Indenture requires that the Company deliver to the trustee acertificate signed by a responsible officer of the Company stating that the conditions precedent to such
redemption have been fulfilled. The trustee shall accept such certificate as sufficient evidence of the satisfaction56

of the conditions precedent described above, in which event it shall be conclusive and binding on the relevant
holders of fixed-term subordinated debt securities.
“Tier 2 Capital” means any and all items constituting Tier 2 capital (for the avoidance of doubt, which
exclude then applicable regulatory adjustments) under the applicable standards set forth in the Applicable
Banking Regulations and shall also include any successor or substitute term applicable pursuant to theApplicable Banking Regulations.
Notices of Redemption
Any notice of redemption of the fixed-term subordinated debt securities shall conform to the requirementswith respect to such notice set forth in the Fixed-Term Subordinated Indenture and shall be irrevocable except inlimited circumstances as described in the immediately following sentence. A redemption notice will be
automatically rescinded and will have no force and effect, and no redemption amount will be due and payable,(i) if a Non-Viability Event occurs prior to the applicable redemption date, in which case the fixed-term
subordinated debt securities will be subject to a Non-Viability Write-Down as described under “—Write-Down
and Cancellation upon a Non-Viability Event,” or (ii) if a Subordination Event occurs prior to the applicableredemption date, in which case the fixed-term subordinated debt securities will be subject to the subordination
provisions as described under “—Subordination.” If a redemption notice is rescinded for any of the reasonsdescribed in the previous sentence, the Company will endeavor to promptly deliver written notice to the holdersof the fixed-term subordinated debt securities and the trustee, specifying the occurrence of the Non-Viability
Event.
Repurchases
The Company, or any of its subsidiaries, may, at any time, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), purchase any or all of the fixed-term
subordinated debt securities in the open market or otherwise at any price in accordance with any applicable law
or regulation. Subject to applicable law, neither the Company nor any of its subsidiaries shall have any obligation
to offer to purchase any fixed-term subordinated debt securities held by any holder as a result of the Company’sor its subsidiaries’ purchase or offer to purchase fixed-term subordinated debt securities held by any other holder
in the open market or otherwise. Fixed-term subordinated debt securities so purchased by the Company or its
subsidiaries may, at the discretion of the Company or its subsidiaries, as the case may be, be held or resold or
surrendered to the trustee for cancellation.
Write-Down and Cancellation upon a Non-Viability Event
Notwithstanding anything to the contrary contained in the terms of the fixed-term subordinated debt
securities, upon the occurrence of a Non-Viability Event, no principal of, interest on, or other amount under, thefixed-term subordinated debt securities (including additional amounts with respect thereto and any other amountdue under the Company’s indemnification obligation as described under “—Indemnification of Judgment
Currency,” if any) (other than with respect to principal, interest, any additional amounts and any other amountdue under the Company’s indemnification obligation as described under “—Indemnification of Judgment
Currency” that have become due and payable prior to the occurrence of the Non-Viability Event and remain
unpaid) shall thereafter become due, and the Company’s obligations with respect to the payment of any suchamounts and any claims therefor (other than with respect to principal, interest, any additional amounts and anyother amount due under the Company’s indemnification obligation as described under “—Indemnification of
Judgment Currency” that have become due and payable prior to the occurrence of the Non-Viability Event andremain unpaid) will be suspended from the occurrence of the Non-Viability Event until the Write-Down Date (asdefined below).

57

On the Write-Down Date:(i)the full principal amount of, or interest on, or any other amount under, the fixed-term subordinateddebt securities (including additional amounts with respect thereto and any other amount due under
the Company’s indemnification obligation as described under “—Indemnification of Judgment
Currency,” if any) will be permanently written down to zero, the Company shall be discharged andreleased from any and all of its obligations to pay the full principal amount of, interest on and anyother amount under the fixed-term subordinated debt securities (including additional amounts withrespect thereto, if any), and the fixed-term subordinated debt securities will be cancelled, in eachcase other than principal amount, interest, any additional amounts and any other amount due under
the Company’s indemnification obligation as described under “—Indemnification of Judgment
Currency” that have become due and payable prior to the occurrence of the Non-Viability Event andremain unpaid;(ii)

the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or
principal of the fixed-term subordinated debt securities and (B) any additional amounts and any otheramount due under the Company’s indemnification obligation as described under “—Indemnificationof Judgment Currency,” in each case, if and only to the extent that such interest, principal, additionalamounts or other amount, as applicable, has become due and payable to the holders of such fixedterm subordinated debt securities prior to the occurrence of the Non-Viability Event and remain
unpaid; and(iii)

the holders of the fixed-term subordinated debt securities will be deemed to have irrevocably waived
their right to claim or receive, and will not have any rights against the Company, with respect to, andcannot instruct the trustee to enforce, payment of principal of, or interest on, or any other amountunder, the fixed-term subordinated debt securities (including additional amounts with respect thereto
and any other amount due under the Company’s indemnification obligation as described under“—Indemnification of Judgment Currency,” if any), except as described in paragraph (ii) above.

The events described in paragraphs (i) through (iii) are referred to as a “Non-Viability Write-Down.”
Except for claims with respect to payments of principal of or interest on the fixed-term subordinated debt
securities (including additional amounts with respect thereto and other amount due under the Company’s
indemnification obligation as described under “—Indemnification of Judgment Currency,” if any) that havebecome due and payable prior to the occurrence of the Non-Viability Event and remain unpaid, as describedabove, upon the occurrence of a Non-Viability Event, (a) the holders of the fixed-term subordinated debt
securities shall have no rights whatsoever under the Fixed-Term Subordinated Indenture or the fixed-term
subordinated debt securities to take any action or enforce any rights or to instruct the trustee to take any action or
enforce any rights whatsoever, (b) except for any indemnity and/or security provided by any holder in such
instruction or related to such instruction, any instruction previously given to the trustee by any holders shall cease
automatically and shall be deemed null and void and of no further effect, (c) no holder may exercise, claim or
plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company arisingunder, or in connection with, the fixed-term subordinated debt securities and each holder of fixed-term
subordinated debt securities shall, by virtue of its holding of any fixed-term subordinated debt securities, bedeemed to have irrevocably waived all such rights of set-off, compensation or retention and (d) no holder will beentitled to make any claim in any bankruptcy, insolvency, civil rehabilitation, corporate reorganization or
liquidation proceedings involving the Company or have any ability to initiate or participate in any suchproceedings or do so through a representative.
A “Non-Viability Event” will be deemed to have occurred at the time that the Prime Minister of Japan
confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the
Deposit Insurance Act (or any successor provision thereto) need to be applied to the Company.

58

“Write-Down Date” means the date that shall be determined by the Company after consultation with the
FSA or any other relevant Japanese supervisory authority and shall be no later than ten Business Days following
the date of the Write-Down and Cancellation Notice (as defined below).
The Company shall endeavor, as soon as practicable after the occurrence of a Non-Viability Event, todeliver a written notice (a “Write-Down and Cancellation Notice”) to the holders of the fixed-term subordinateddebt securities, the trustee and the paying agent in accordance with the Fixed-Term Subordinated Indenture,
confirming, among other things, the occurrence of such Non-Viability Event and the Write-Down Date. Any
failure or delay by the Company to provide a Write-Down and Cancellation Notice upon the occurrence of a
Non-Viability Event shall not change or delay the effect of the occurrence of such Non-Viability Event on the
Non-Viability Write-Down taking place on the Write-Down Date under the fixed-term subordinated debt
securities, nor give holders of the fixed-term subordinated debt securities any rights as a result of such failure ordelay.
Following the receipt of a Write-Down and Cancellation Notice by DTC, DTC will suspend all clearance
and settlement of the fixed-term subordinated debt securities through DTC. After such suspension hascommenced, holders of beneficial interests in the fixed-term subordinated debt securities will not be able to settle
the transfer of any fixed-term subordinated debt securities through DTC, and any sale or other transfer of the
fixed-term subordinated debt securities that a holder may have initiated prior to such suspension that is scheduled
to settle after such suspension may be rejected by, and may not be settled within, DTC. Notwithstanding any
delay in, or unavailability of procedures of, DTC reflecting the Non-Viability Write-Down on its systems, theNon-Viability Write-Down shall take place on the relevant Write-Down Date. See “Risk Factors—Risks Related
to the Fixed-Term Subordinated Debt Securities (Tier 2 Securities)—Following a Non-Viability Event, clearance
and settlement of Tier 2 Securities will be suspended and may not be completed as expected or at all.”Each holder of fixed-term subordinated debt securities by its acceptance thereof shall thereby agree that if
any payment is made on its fixed-term subordinated debt securities with respect to a payment obligation that did
not become due and payable prior to the occurrence of a Non-Viability Event, then the payment of such amountshall be deemed null and void and such holder or the trustee or paying agent (to the extent it has not paid suchamount to any holder) (as the case may be) shall be obliged to return the amount of such payment within ten days
after receiving notice of such null and void payment, and shall also thereby agree that any liabilities of theCompany to such holder in respect of the fixed-term subordinated debt securities which was subject to the
Non-Viability Write-Down as described above shall not be set off against any liabilities of such holder owed to
the Company.
Agreement to Write-Down and Cancellation
By subscribing for, purchasing or otherwise acquiring the fixed-term subordinated debt securities, holders of
the fixed-term subordinated debt securities consent to:(a) upon the occurrence of a Non-Viability Event and a Non-Viability Write-Down of the fixed-term
subordinated debt securities, such holders being deemed to have irrevocably waived their right to claim
or receive, and not to have any rights against the Company with respect to, and cannot instruct thetrustee to enforce, the payment of principal of or interest on the fixed-term subordinated debt securities(including additional amounts with respect thereto and other amount due under the Company’s
indemnification obligation as described under “—Indemnification of Judgment Currency,” if any)(except for any payments of principal or interest or any other amount that have become due andpayable prior to the occurrence of such Non-Viability Event and remain unpaid), as described under“—Write-Down and Cancellation upon a Non-Viability Event” and being bound by the write-down
provisions;(b) upon the occurrence of a Non-Viability Event or a Subordination Event after the issuance of aredemption notice, (1) the automatic rescission of any redemption notice, (2) no redemption amountbecoming due and payable, and (3) the fixed-term subordinated debt securities becoming subject to a59

Non-Viability Write-Down or the subordination provisions, as the case may be, as described under“—Optional Redemption and Repurchases—Notices of Redemption”;(c) no such Non-Viability Write-Down, cancellation or rescission in accordance with the terms of the
Fixed-Term Subordinated Indenture constituting a default in payment or otherwise under the terms of
the fixed-term subordinated debt securities; and(d) such holder being deemed to have authorized, directed and requested DTC and any direct participant in
DTC or other intermediary through which it holds the fixed-term subordinated debt securities, thetrustee and the registrar to take any and all necessary action, if required, to implement a Non-Viability
Write-Down of the fixed-term subordinated debt securities without any further action or direction on
the part of such holder.
Payment of Additional Amounts
All payments of principal and interest in respect of the fixed-term subordinated debt securities by theCompany shall be made without withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or
any political sub-division of, or any authority in, or of, Japan having power to tax (“Japanese taxes”), unless suchwithholding or deduction is required by law. In that event, the Company shall pay to the holder of each
fixed-term subordinated debt security such additional amounts (all such amounts being referred to herein as“additional amounts”) as may be necessary so that the net amounts received by it after such withholding or
deduction shall equal the respective amounts which would have been receivable in respect of such fixed-term
subordinated debt security in the absence of such withholding or deduction.
However, no such additional amounts shall be payable in relation to any such withholding or deduction in
respect of any fixed-term subordinated debt security:(i)to or on behalf of a holder or beneficial owner of a fixed-term subordinated debt security who isliable for such Japanese taxes in respect of such fixed-term subordinated debt security by reason of
its having some connection with Japan other than the mere holding of such fixed-term subordinateddebt security and the receipt of any payments in respect thereof or enforcement of rights in respect
thereof; or(ii)

to or on behalf of a holder or beneficial owner of a fixed-term subordinated debt security (a) who
would otherwise be exempt from any such withholding or deduction but who fails to comply withany applicable requirement to provide certification, information, documents or other evidence
concerning its nationality, residence, identity or connection with Japan, including any requirement toprovide Interest Recipient Information (as defined below) or to submit a Written Application for Tax
Exemption (as defined below) to the Company, the trustee or a paying agent, as appropriate, or(b) whose Interest Recipient Information is not duly communicated through the Participant (asdefined below) and the relevant international clearing organization to the trustee or a paying agent, as
appropriate; or(iii)

to or on behalf of a holder or beneficial owner of a fixed-term subordinated debt security who is forJapanese tax purposes treated as a resident of Japan or a Japanese corporation (except for (A) a
Designated Financial Institution (as defined below) who complies with the requirement to provide
Interest Recipient Information or to submit a Written Application for Tax Exemption and (B) aresident of Japan or a Japanese corporation who duly notifies (directly or through the Participant orotherwise) the trustee or a paying agent, as appropriate, of its status as not being subject to Japanesetaxes to be withheld or deducted by the Company, by reason of such individual resident of Japan orJapanese corporation receiving interest on the relevant fixed-term subordinated debt security througha payment handling agent in Japan appointed by it); or

60

(iv)

to or on behalf of a holder or beneficial owner of a fixed-term subordinated debt security who is a
non-resident of Japan or a non-Japanese corporation that is a specially related person of theCompany as described in Article 6, Paragraph 4 of the Special Taxation Measures Act of Japan (ActNo. 26 of 1957, as amended; the “Special Taxation Measures Act”); or(v)

to or on behalf of a holder or beneficial owner of a fixed-term subordinated debt security who
presents a fixed-term subordinated debt security for payment (where presentation is required) morethan 30 days after the Relevant Date (as defined below), except to the extent that such holder orbeneficial owner of a fixed-term subordinated debt security would have been entitled to such
additional amounts on presenting the same on any date during such 30-day period; or(vi)

to or on behalf of a holder of a fixed-term subordinated debt security who is a fiduciary or
partnership or is not the sole beneficial owner of the payment of the principal of, or any interest on,
any fixed-term subordinated debt security, and Japanese law requires the payment to be included fortax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member ofsuch partnership or a beneficial owner, in each case, who would not have been entitled to such
additional amounts had it been the holder of such fixed-term subordinated debt security; or(vii)

in any case that is a combination of any of (i) through (vi) above.

In addition, no additional amounts will be payable for or on account of any deduction or withholding
imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code of 1986 (or any amended or
successor version of such Sections), the U.S. Treasury regulations thereunder and any other official guidance
thereunder (“FATCA”), any agreement (including any intergovernmental agreement) entered into with respect to
FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to,
FATCA, similar legislation under the laws of any other jurisdiction, or any such intergovernmental agreement.
Where a fixed-term subordinated debt security is held through a participant of a clearing organization or afinancial intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by
the Company for, or on account of, Japanese taxes, if the relevant beneficial owner of a fixed-term subordinateddebt security is (i) an individual non-resident of Japan or a non-Japanese corporation that in either case is not a
specially-related person of the Company or (ii) a Japanese financial institution (a “Designated Financial
Institution”) falling under certain categories prescribed by Article 6, Paragraph 11 of the Special Taxation
Measures Act and the cabinet order thereunder (Cabinet Order No. 43 of 1957, as amended) (together with theministerial ordinance and other regulations thereunder, the “Act”), all in accordance with the Act, such beneficial
owner of a fixed-term subordinated debt security must, at the time of entrusting a Participant with the custody of
the relevant fixed-term subordinated debt security, provide certain information prescribed by the Act to enable
the Participant to establish that such beneficial owner of a fixed-term subordinated debt security is exemptedfrom the requirement for Japanese taxes to be withheld or deducted (the “Interest Recipient Information”) andadvise the Participant if such beneficial owner of a fixed-term subordinated debt security ceases to be so
exempted, including the case where the relevant beneficial owner of the fixed-term subordinated debt security
who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person of
the Company.
Where a fixed-term subordinated debt security is not held by a Participant, in order to receive payments freeof withholding or deduction by the Company for, or on account of, Japanese taxes, if the relevant beneficial
owner of a fixed-term subordinated debt security is (i) an individual non-resident of Japan or a non-Japanese
corporation that in either case is not a specially-related person of the Company or (ii) a Designated Financial
Institution, all in accordance with the Act, such beneficial owner of a fixed-term subordinated debt security must,prior to each date on which it receives interest, submit to the Company, the trustee or a paying agent, as
appropriate, a written application for tax exemption (hikazei tekiyo shinkokusho) (a “Written Application for Tax
Exemption”) in the form obtainable from the Company, the trustee or any paying agent, as appropriate, stating,among other things, the name and address (and, if applicable, the Japanese individual or corporation ID number)61

of such beneficial owner of a fixed-term subordinated debt security, the title of the fixed-term subordinated debt
securities, the relevant interest payment date, the amount of interest payable and the fact that such beneficial
owner of a fixed-term subordinated debt security is qualified to submit the Written Application for Tax
Exemption, together with documentary evidence regarding its identity and residence.
By subscribing for the fixed-term subordinated debt securities, a holder of fixed-term subordinated debt
securities will be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes,
neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a
non-Japanese corporation that in either case is a specially related person of the Company or (ii) a DesignatedFinancial Institution.
If (i) subsequent to making a payment on the fixed-term subordinated debt securities without withholding or
deduction of Japanese taxes, the Company is required to remit to the Japanese taxing authority any amount inrespect of Japanese taxes that should have been withheld or deducted from such payment (together with any
interest and penalties) due to the failure of the beneficial owner to provide accurate Interest Recipient
Information or to otherwise properly claim an exemption from Japanese taxes imposed with respect to suchpayment, and (ii) such beneficial owner would not have been entitled to receive additional amounts with respect
to such payment had Japanese taxes been withheld from the payment when it was made, such beneficial owner(but not any subsequent beneficial owner of the fixed-term subordinated debt securities) shall be required toreimburse the Company, in Japanese yen, for the amount remitted by the Company to the Japanese taxing
authority.
As used in this section, the “Relevant Date” means the date on which any payment in respect of a fixed-term
subordinated debt security first becomes due, except that, if the full amount of the moneys payable has not been
duly received by the trustee on or prior to such due date, it means the date on which, the full amount of suchmoneys having been so received, notice to that effect is duly given to the holders of fixed-term subordinated debt
securities in accordance with the Fixed-Term Subordinated Indenture.
The obligation to pay additional amounts shall not apply to (i) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or other governmental charge or (ii) any tax, assessment or othergovernmental charge that is payable otherwise than by deduction or withholding from payments of principal orinterest on the fixed-term subordinated debt securities; provided that, except as otherwise set forth in the fixedterm subordinated debt securities and the Fixed-Term Subordinated Indenture, the Company shall pay all stampand other duties, if any, which may be imposed by Japan, the United States or any respective political subdivisionor any taxing authority thereof or therein, with respect to the Fixed-Term Subordinated Indenture or as aconsequence of the issuance of the fixed-term subordinated debt securities.
References to principal or interest in respect of the fixed-term subordinated debt securities shall be deemed
to include any additional amounts due in respect of Japanese taxes which may be payable as set forth in the
fixed-term subordinated debt securities and the Fixed-Term Subordinated Indenture.
Acceleration Event; Limited Rights of Acceleration
If an Acceleration Event occurs and is continuing, and provided that no Non-Viability Event has occurred,either the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding fixed-term
subordinated debt securities of a series, by notice in writing to the Company (and to the trustee if given by theholders of the fixed-term subordinated debt securities), may declare the entire principal of and interest accrued
thereon to be due and payable immediately. Except as provided above, neither the trustee nor the holders of the
fixed-term subordinated debt securities will have any right to accelerate any payment of principal or interest in
respect of the fixed-term subordinated debt securities, and no other event shall constitute an event of default. See“Risk Factors—Risks Related to the Fixed-Term Subordinated Debt Securities (Tier 2 Securities)—The remedies
available to you as holders of the Tier 2 Securities are limited.”62

An “Acceleration Event” means the occurrence and continuation of a Subordination Event.
The only action the trustee (acting on behalf of the holders) or the holders may practically take against theCompany regarding the acceleration of the fixed-term subordinated debt securities might be to file their claims inthe bankruptcy or other insolvency proceeding of the Company pursuant to the laws of Japan subject to thesubordination provisions described under “—Subordination.”
If a court of competent jurisdiction shall (i) rescind or terminate a bankruptcy action with respect to theCompany without a distribution of assets pursuant to the Bankruptcy Law, (ii) rescind or terminate a corporate
reorganization proceeding with respect to the Company without approving the corporate reorganization planpursuant to the Corporate Reorganization Law or (iii) rescind or terminate a civil rehabilitation proceeding withrespect to the Company without approving the civil rehabilitation plan, or a Summary Rehabilitation Order orConsent Rehabilitation Order is issued, pursuant to the Civil Rehabilitation Law, and in each case of (i), (ii) or(iii), any other Subordination Event has not occurred or is not continuing at the time of the relevant determinationby the court, then such Acceleration Event shall have the same effect as if it had not occurred.
Pursuant to the Fixed-Term Subordinated Indenture, the trustee shall give notice by mail to the holders of
the fixed-term subordinated debt securities of an Acceleration Event or all events which could lead to a breach
known to the trustee that has occurred with respect to the fixed-term subordinated debt securities, provided thatthe trustee may, in certain limited circumstances, withhold such notice. The trustee shall transmit the notice
within 90 days of such occurrence, unless the Acceleration Event or all events which could lead to a breach havebeen cured before transmission of such notice.
Indemnification of Judgment Currency
Subject to the subordination provisions described under “—Subordination” and the write-down provisions
described under “—Write-Down and Cancellation upon a Non-Viability Event,” the Company will indemnify tothe full extent permitted by applicable law against any loss incurred as a result of any judgment or order being
given or made for any amount due under the Fixed-Term Subordinated Indenture and such judgment or order
being expressed and paid in a judgment currency other than U.S. dollars and as a result of any variation between
the rate of exchange at which the U.S. dollar is converted into the judgment currency for the purpose of such
judgment or order and the spot rate of exchange in The City of New York at which the trustee on the day
following the date on which final unappealable judgment is entered could purchase U.S. dollars with the amountof the judgment currency. Any indemnification pursuant to the foregoing sentence shall be due and payable upon
the loss calculation date set forth in the foregoing sentence. This indemnification will constitute a separate andindependent obligation and will continue notwithstanding any such judgment, subject to the subordination andwrite-down provisions of the fixed-term subordinated debt securities.
Application of Proceeds
Any money collected from the Company by a trustee under the Fixed-Term Subordinated Indenture, subject
to the subordination provisions and write-down provisions described above, shall be applied in the order
described below:(i)first, to the payment of costs and expenses (including indemnity payments) applicable to the series of
fixed-term subordinated debt securities for which money was collected, including reasonable
compensation to the applicable trustee and any paying agent;(ii)

second, if payment is not due on the principal of the series of fixed-term subordinated debt securities
for which money was collected, to the payment of interest on such series of fixed-term subordinateddebt securities;(iii)

third, if payment is due on the principal of the series of fixed-term subordinated debt securities forwhich money was collected, to the payment of the whole amount then owing and unpaid upon all of63

the series of fixed-term subordinated debt securities for principal and interest, with interest on theoverdue principal; and in case the money collected shall be insufficient to pay in full the wholeamount so due and unpaid upon the series of fixed-term subordinated debt securities, then to thepayment of principal and interest without preference or priority of principal over interest, ratably tothe aggregate of such principal and accrued and unpaid interest; and(iv)

finally, to the payment of the remainder, if any, to the Company or any other person lawfully entitledthereto.

Indemnification of Trustee for Actions Taken on Your Behalf
The Fixed-Term Subordinated Indenture provides that the trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of fixedterm subordinated debt securities (including, but not limited to, instructions given to it by any holders that are
deemed null and void and of no further effect following a Non-Viability Event) relating to the time, method andplace of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power
conferred upon the trustee. In addition, the Fixed-Term Subordinated Indenture contains a provision entitling thetrustee to be indemnified and/or secured to its satisfaction by the holders of fixed-term subordinated debt
securities under the Fixed-Term Subordinated Indenture before proceeding to exercise any right or power at therequest of holders.
Limitation on Suits by You as an Individual Holder of Fixed-Term Subordinated Debt Securities
The Fixed-Term Subordinated Indenture provides that no individual holder of fixed-term subordinated debt
securities may institute any action against the Company under the Fixed-Term Subordinated Indenture, unless thefollowing actions have occurred:(i)the holder must have previously given written notice to the trustee of the continuing breach;(ii)

the holders of not less than 25% in aggregate principal amount of the outstanding fixed-term
subordinated debt securities of each affected series, with each such series treated as a single class,must have:(a) made written request to the trustee to institute that action; and(b) offered the trustee indemnity and/or security to its satisfaction;(iii)

the trustee must have failed to institute that action within 60 days after receipt of the request referred
to in (ii) above; and(iv)

the holders of a majority in principal amount of the outstanding fixed-term subordinated debt
securities of each affected series, voting as one class, must not have given written directions to thetrustee inconsistent with those of the holders referred to above.

Notwithstanding any other provision in the Fixed-Term Subordinated Indenture and any provision of the
fixed-term subordinated debt securities, the right of any holder of any subordinated debt security to receive
payment of the principal of and interest on such fixed-term subordinated debt securities on or after the respective
due dates expressed in such fixed-term subordinated debt securities, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or affected without the consent of suchholder.
Notwithstanding the foregoing, by purchasing or acquiring the fixed-term subordinated debt securities, youagree to the limitations, suspension and waiver of rights triggered by an event triggering any Non-Viability
Write-Down and subordination. For the avoidance of doubt, nothing shall be construed to impair theeffectiveness of the provisions of subordination and Non-Viability Write-Down set forth in the Fixed-Term
Subordinated Indenture or related provisions of the fixed-term subordinated debt securities.
64

Covenants
Consolidation, Merger, Sale or Conveyance. The Fixed-Term Subordinated Indenture contains provisions
permitting the Company, without the consent of the holders of the fixed-term subordinated debt securities, tomerge or consolidate with or merge into, or sell, assign, transfer, lease or convey all or substantially all of its
properties or assets to any person or persons, provided that the successor corporation or corporations, if an entity
other than the Company is a joint stock company organized and existing under the laws of Japan, assumes theCompany’s obligations on the fixed-term subordinated debt securities and under the Fixed-Term SubordinatedIndenture and certain other conditions are met, including that, immediately after giving effect to such transaction,no Acceleration Event under the Fixed-Term Subordinated Indenture has occurred and is continuing.
Evidence of the Company’s Compliance. There are provisions in the Fixed-Term Subordinated Indenture
requiring the Company to furnish to the trustee each year a brief certificate from the Company’s principal
executive, financial or accounting officer as to his or her knowledge of the Company’s compliance with allconditions and covenants under the Fixed-Term Subordinated Indenture.
Under the Fixed-Term Subordinated Indenture, subject to the acceleration provisions as described under“—Acceleration Event; Limited Rights of Acceleration,” unless otherwise set forth in the applicable prospectus
supplement, a “breach” with respect to the fixed-term subordinated debt securities of any series means each oneof the following events which shall have occurred and be continuing:(i)the Company’s failure to pay when due interest or principal in respect of any of the fixed-term
subordinated debt securities and the continuance of any such failure for a period of 30 days after thedate when due, unless the Company shall have cured such failure by payment within such period,(ii)

the Company’s failure to duly perform or observe any other term, covenant or agreement containedin any of the fixed-term subordinated debt securities of such series or in the Fixed-Term
Subordinated Indenture in respect of the fixed-term subordinated debt securities of such series for aperiod of 90 days after the date on which written notice of such failure, requiring the Company toremedy the same, shall have been given first to the Company (and to the trustee in the case of noticeby the holders) by the trustee or holders of at least 25% in principal amount of the then outstanding
fixed-term subordinated debt securities of such series (such notification must specify the breach,demand that it be remedied and state that the notification is a “Notice of Breach” under the
Fixed-Term Subordinated Indenture), or(iii)

any other breach provided in any applicable supplemental indenture or in the fixed-term
subordinated debt securities of such series.

Discharge
Unless otherwise set forth in a supplemental indenture and disclosed in the applicable prospectus
supplement, the Company may discharge all of its obligations, other than as to transfers and exchanges, under the
Fixed-Term Subordinated Indenture after it has:(i)

paid or caused to be paid the principal of and interest on all of the outstanding fixed-term
subordinated debt securities in accordance with their terms;(ii)

delivered to the trustee, the paying agent or registrar, as applicable, for cancellation all of theoutstanding fixed-term subordinated debt securities; or(iii)

all securities of a series outstanding under the Fixed-Term Subordinated Indenture shall have beencancelled in connection with a write-down pursuant to write-down provisions set forth in the FixedTerm Subordinated Indenture.

65

Modification of the Fixed-Term Subordinated Indenture
Modification without Consent of Holders. The Company and the trustee may enter into supplemental
indentures without the consent of the holders of fixed-term subordinated debt securities issued under the FixedTerm Subordinated Indenture to:(i)evidence the assumption by a successor corporation of the Company’s obligations;(ii)

add covenants for the protection of the holders of fixed-term subordinated debt securities;(iii)

cure any ambiguity or correct any inconsistency or manifest error;(iv)

add to, change or eliminate any of the provisions of the Fixed-Term Subordinated Indenture(provided that such addition, change or elimination shall not adversely affect the interests of theholders of any outstanding series of fixed-term subordinated debt securities in any material respect);(v)

establish the forms or terms of any series of fixed-term subordinated debt securities;(vi)

evidence the acceptance of appointment by a successor trustee;(vii)

remove, amend or modify the non-viability write down provisions; provided that such removal,
amendment or modification does not adversely affect the interests of the holders of the fixed-term
subordinated debt securities in any material respect or the treatment of the fixed-term subordinateddebt securities as the Company’s Tier 2 Capital; or(viii) effect any changes to the Fixed-Term Subordinated Indenture in a manner necessary to comply withthe procedures of DTC, Euroclear or Clearstream or any applicable clearing system.
Modification with Consent of Holders. Each of the Company and the trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of each affected series of outstanding fixed-term
subordinated debt securities, with each such series voting as one class, may add any provisions to, or change inany manner or eliminate any of the provisions of, the Fixed-Term Subordinated Indenture or modify in any
manner the rights of the holders of the fixed-term subordinated debt securities issued pursuant to the Fixed-Term
Subordinated Indenture. However, the Company and the trustee may not make any of the following changes toany outstanding fixed-term subordinated debt security without the consent of each holder that would be affectedby the change:(i)extend the final maturity of the security or of any installment of principal of any such security;(ii)

reduce the principal amount thereof (other than upon the occurrence of a Non-Viability Event or a
Subordination Event, as provided in the Fixed-Term Subordinated Indenture);(iii)

reduce the rate or extend the time of payment of interest (other than upon the occurrence of a
Non-Viability Event or a Subordination Event as provided in the Fixed-Term SubordinatedIndenture);(iv)

reduce any amount payable on redemption (other than upon the occurrence of a Non-Viability Eventor a Subordination Event as provided in the Fixed-Term Subordinated Indenture);(v)

change the currency or other terms in or under which the principal, including any amount of originalissue discount, premium, or interest on the security is payable;(vi)change any of the Company’s obligations to pay any additional amounts on fixed-term subordinateddebt securities for any tax, assessment or governmental charge withheld or deducted (if any);(vii)

modify or amend any provisions relating to the agreement to subordinate and the terms ofsubordination of the fixed-term subordinated debt securities of any particular series pursuant to theFixed-Term Subordinated Indenture;(viii) remove, amend or modify the non-viability write down provisions in a manner not permitted to beaccomplished without obtaining consent of holders;
66

(ix)

impair the right of any holder to institute suit for any payment on any fixed-term subordinated debt
security when due; or(x)reduce the percentage of fixed-term subordinated debt securities the consent of whose holders is
required for modification of the Fixed-Term Subordinated Indenture.

Further Issuances
The Company reserves the right, from time to time, without the consent of the holders of the fixed-term
subordinated debt securities, to issue additional fixed-term subordinated debt securities on terms and conditions
identical to those of the fixed-term subordinated debt securities of a series offered by this prospectus and theapplicable prospectus supplement, which additional fixed-term subordinated debt securities shall increase theaggregate principal amount of, and shall be consolidated and form a single series with, the relevant series of the
fixed-term subordinated debt securities.
The Company may also issue other securities under the relevant indenture as part of a separate series thathave different terms from the fixed-term subordinated debt securities.
Concerning the Trustee
Any trustee appointed pursuant to the Fixed-Term Subordinated Indenture will have and will be subject toall of the duties and responsibilities under the Fixed-Term Subordinated Indenture and those with respect to anindenture trustee under the Trust Indenture Act.
The Fixed-Term Subordinated Indenture provides that upon the occurrence of an Acceleration Event or abreach, the trustee will exercise the rights and powers vested in it by the Fixed-Term Subordinated Indenture,using the same degree of care and skill as a prudent person would exercise or use under the circumstances in the
conduct of its own affairs. In the absence of such Acceleration Event or a breach, the trustee need only perform
those duties that are specifically set forth in the applicable indenture or are applicable pursuant to the Trust
Indenture Act.
Subject to the Fixed-Term Subordinated Indenture and the provisions of the Trust Indenture Act, the trustee
will be under no obligation to exercise any rights, trusts or powers conferred under the Fixed-Term SubordinatedIndenture or the fixed-term subordinated debt securities for the benefit of the holders of the fixed-term
subordinated debt securities, unless the holders have offered to the trustee indemnity and/or security satisfactory
to the trustee against any loss, cost, liability or expense which might be incurred by it in exercising any suchrights, trusts or powers.
The Fixed-Term Subordinated Indenture and the Trust Indenture Act contain limitations on the rights of thetrustee thereunder, should it become a creditor of the Company or any of its subsidiaries, to obtain payment ofclaims in certain cases or to realize on certain property received by it in respect of any such claims, as security orotherwise. The trustee is permitted to serve as trustee under the Fixed-Term Subordinated Indenture and toengage in other transactions, provided that if it acquires any conflicting interest (as defined in Section 310(b) of
the Trust Indenture Act), it must eliminate such conflict or resign.
The Company and its subsidiaries and affiliates may maintain ordinary banking relationships and custodial
facilities with any trustee or its affiliates.
The trustee shall not be under any duty to determine, calculate or verify any amount payable to holders
under the Fixed-Term Subordinated Indenture (including any write-down amounts) and with regards to the fixedterm subordinated debt securities and the trustee will not be responsible to the holders or any other person for any
loss or liability arising from any failure by it to do so.
Neither the trustee nor any agent will be responsible in any way whatsoever for any investment decision
made by a holder.
67

Successor Trustee
The Fixed-Term Subordinated Indenture provides that the trustee with respect to a series of fixed-term
subordinated debt securities may resign or be removed by the Company, effective upon acceptance by asuccessor trustee of its appointment. The Fixed-Term Subordinated Indenture requires that any successor trustee
shall be a corporation with a combined capital and surplus of not less than U.S.$50,000,000. The Fixed-Term
Subordinated Indenture and the Trust Indenture Act require that any successor trustee shall be a corporation,
association, company or business trust organized and doing business under the laws of the United States or any
jurisdiction thereof or any state or territory or of the District of Columbia. No person may accept its appointment
as a successor trustee unless at the time of such acceptance such successor trustee is qualified and eligible under
the Fixed-Term Subordinated Indenture and the applicable provisions of the Trust Indenture Act.
Repayment of Funds
The Fixed-Term Subordinated Indenture provides that all monies paid by the Company to the trustee orpaying agent for a particular series of fixed-term subordinated debt securities for payment of principal or interest
on any fixed-term subordinated debt security which remains unclaimed at the end of two years after suchpayment shall become due and payable will be repaid to the Company and all liability of the trustee or paying
agent with respect thereto will cease, and to the extent permitted by law, the holder of such fixed-term
subordinated debt securities shall thereafter look only to the Company for any payment which such holder may
be entitled to collect.
New York Law to Govern
The Fixed-Term Subordinated Indenture is, and the fixed-term subordinated debt securities will be,
governed by and construed in accordance with the laws of the State of New York.
Consent to Service of Process and Submission to Jurisdiction
Under the Fixed-Term Subordinated Indenture, the Company irrevocably designates Mitsubishi UFJ
Financial Group, Inc., Attention: General Manager, with offices currently at 1251 Avenue of the Americas, 43rd
Floor, New York, NY 10020 as its authorized agent for service of process in any legal action or proceedingarising out of or relating to the Fixed-Term Subordinated Indenture or the fixed-term subordinated debt securities
brought in any federal or state court in the County of New York, and the Company irrevocably submits to thejurisdiction of those courts. However, upon the occurrence of a Subordination Event, holders of the fixed-term
subordinated debt securities may be required as a practical matter to pursue their claims with respect to the fixedterm subordinated debt securities in Japan in accordance with the subordination provisions of the fixed-term
subordinated debt securities.
Fixed-Term Subordinated Debt Securities Denominated in Foreign Currencies
Whenever the Fixed-Term Subordinated Indenture provides for an action by, or the determination of, any of
the rights of, or any distribution to, holders of fixed-term subordinated debt securities, in the absence of any
provision to the contrary, any amount in respect of any fixed-term subordinated debt security denominated in acurrency or currency unit other than U.S. dollars may be treated for purposes of taking any such action or
distribution as the amount of U.S. dollars that could reasonably be exchanged for such non-U.S. dollar amount.
This amount will be calculated as of a date that the Company specifies to the paying agent or, if the Company
fails to specify a date, on a date that the paying agent may determine.
Registration, Transfer and Exchange of Fixed-Term Subordinated Debt Securities
The registrar will maintain at its corporate trust office a register with respect to the fixed-term subordinateddebt securities. The name of the registered holder of each subordinated debt security will be recorded in theregister. The Company, the trustee, the registrar and the paying agent may treat the person in whose name any
68subordinated debt security is registered as the absolute owner of the subordinated debt security for all purposes
and none of them shall be affected by any notice to the contrary.
At the option of the holder of fixed-term subordinated debt securities, subject to the restrictions contained in
the subordinated debt security and in the Fixed-Term Subordinated Indenture, the subordinated debt security may
be transferred or exchanged for a like aggregate principal amount of fixed-term subordinated debt securities ofdifferent authorized denominations, upon surrender for exchange or registration of transfer, at the corporate trust
office of the trustee. Any subordinated debt security surrendered for exchange or presented for registration oftransfer shall be duly endorsed, or be accompanied by a written instrument of transfer or other documentation in
a form identified in the Fixed-Term Subordinated Indenture. Fixed-term subordinated debt securities issued uponexchange or transfer shall be registered in the name of the holder of fixed-term subordinated debt securities
requesting the exchange or, as the case may be, the designated transferee or transferees and delivered at thetrustee’s office, or mailed, at the request, risk and expense of, and to the address requested by, the designatedtransferee or transferees. No service charge, other than any cost of delivery not made by regular mail, shall be
imposed for any transfer or exchange of fixed-term subordinated debt securities, but the Company or the trustee
may require payment of a sum sufficient to cover any stamp duty, tax or governmental charge or insurance
charge that may be imposed in connection with any transfer or exchange of fixed-term subordinated debt
securities.
Upon the transfer, exchange or replacement of certificated fixed-term subordinated debt securities bearing
the legend, the trustee will deliver only certificated fixed-term subordinated debt securities bearing such legend
unless the Company otherwise consents.
Trustee, Paying Agent and Registrar
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability, will initially act as trustee, paying agent and registrar for the fixed-term
subordinated debt securities. The Company may change the paying agent or registrar without prior notice to theholders of the fixed-term subordinated debt securities, and the Company or any of its subsidiaries may act as
paying agent or registrar. The applicable prospectus supplement will name any such successor trustee, paying
agent, registrar and, if applicable, calculation agent with respect to the series of fixed-term subordinated debt
securities being offered by such prospectus supplement.
The trustee is located at 240 Greenwich Street, New York, NY 10286.
Authenticating Agent
The Fixed-Term Subordinated Indenture permits the trustee to appoint an authenticating agent or agentswith respect to the fixed-term subordinated debt securities issued under such indenture. Such authenticating agent
will be authorized to act on behalf of the trustee to authenticate the fixed-term subordinated debt securities, andfixed-term subordinated debt securities authenticated by such authenticating agent will be entitled to the benefitsof the Fixed-Term Subordinated Indenture and valid and obligatory for all purposes as if authenticated by thetrustee. The trustee may change the authenticating agent at any time, as more fully described in the Fixed-Term
Subordinated Indenture.

69

DESCRIPTION OF PERPETUAL SUBORDINATED DEBT SECURITIESThe following description of the terms of the perpetual subordinated debt securities contains certain generalterms that may apply to the perpetual subordinated debt securities. The specific terms of any series of perpetual
subordinated debt securities will be described in the applicable prospectus supplement relating to such series of
perpetual subordinated debt securities. The Company may also prepare free writing prospectuses that describe
particular series of perpetual subordinated debt securities. For purposes of this prospectus, any reference to an
applicable prospectus supplement may also refer to an applicable free writing prospectus, unless the context
otherwise requires.
The following description summarizes only those terms of the perpetual subordinated debt securities that theCompany believes will be most important to your decision to invest in any perpetual subordinated debt securities
and may not discuss other terms that are also important to you. If you invest in any perpetual subordinated debt
securities, your rights as a holder of perpetual subordinated debt securities will be determined by the perpetual
subordinated debt securities, the Perpetual Subordinated Indenture, and the U.S. Trust Indenture Act of 1939, as
amended, or the Trust Indenture Act, under which the Perpetual Subordinated Indenture is qualified. The terms of
the perpetual subordinated debt securities will include those expressly set forth in the Perpetual SubordinatedIndenture and those made part of the Perpetual Subordinated Indenture by reference to the Trust Indenture Act.
The following description is subject to, and is qualified in its entirety by reference to, the Perpetual
Subordinated Indenture, including the definitions contained in the Perpetual Subordinated Indenture of certain
terms of the perpetual subordinated debt securities, forms of which have been filed as exhibits to the registration
statement of which this prospectus is part, or will be filed, or may be further modified by any form that may be
filed, as exhibits to a current report on Form 6-K in connection with an offering of the relevant series of perpetual
subordinated debt securities.
GeneralThe applicable prospectus supplement will set forth the aggregate principal amount, interest payment dates
and other terms of each series of perpetual subordinated debt securities on its cover page and in the description of
the perpetual subordinated debt securities contained therein.
Each series of perpetual subordinated debt securities, when issued, will constitute direct and unsecured
obligations of the Company that are conditional and subordinated, as described under “Subordination,” and will
rank pari passu without any preference among themselves. As described under “Subordination,” upon theoccurrence of a Liquidation Event (as defined below) of the Company, the perpetual subordinated debt securities
will be subordinated to all of the existing and future Senior Indebtedness (as defined below) (which includes
fixed-term subordinated debt of the Company), and the perpetual subordinated debt securities will rank at leastpari passu with all of the existing and future Liquidation Parity Liabilities (as defined below) of the Company.
Notwithstanding such ranking of the perpetual subordinated debt securities, because the perpetual subordinateddebt securities are subject to a Going Concern Write-Down (as defined below) and the Write-Down andCancellation (as defined below), as described under “—Write-Downs and Write-Ups,” the perpetual
subordinated debt securities may effectively recover less than any liabilities or shares that are not subject tosimilar write-down provisions. See also “Risk Factors—Risks Related to the Debt Securities—The debt
securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, theTrust Bank, the Securities HD and MUMSS.”
The perpetual subordinated debt securities are intended to qualify as the Company’s Additional Tier 1
Capital (as defined below). As such, the perpetual subordinated debt securities are perpetual obligations of theCompany in respect of which there is no fixed maturity or redemption date. To the extent the perpetual
subordinated debt securities have not been subject to the Write-Down and Cancellation, as described under“—Write-Downs and Write-Ups,” a series of perpetual subordinated debt securities may be redeemed in the70

circumstances described under “—Optional Redemption and Repurchases—Optional Redemption,” “—Optional
Redemption and Repurchases—Optional Tax Redemption” or “—Optional Redemption and Repurchases—
Optional Regulatory Redemption.”
Further, the perpetual subordinated debt securities will be subject to a full or partial write-down upon theoccurrence of certain events. See “—Write-Downs and Write-Ups.” In addition, under the terms of the perpetual
subordinated debt securities, the Company is permitted in its sole discretion to, and in certain circumstances will
be required to, cancel payments of interest the perpetual subordinated debt securities. See “—Cancellation ofInterest Payments.” By purchasing the perpetual subordinated debt securities, you consent to such write-down
and cancellation of payments of interests, and such events not constituting a default in payment, an event ofdefault or an event of acceleration. As a result, you may lose all or part of your investment in the perpetual
subordinated debt securities or receive reduced or no interest payments. As a consequence of a Going Concern
Write-Down, the Write-Down and Cancellation or cancellation of payments of interest, as a holder of theperpetual subordinated debt securities, you may also recover less ratably than the holders of liabilities or sharesthat otherwise rank, or are expressed to rank, pari passu with or junior to the perpetual subordinated debt
securities especially if such securities do not contain similar write-down or interest cancellation provisions, or
may not recover at all. You should carefully consider these features and their potential effects before making an
investment decision in the perpetual subordinated debt securities, and read the risk factors appearing in thisdocument, including those under the heading “Risk Factors—Risks Related to the Perpetual Subordinated Debt
Securities (AT1 Securities).”
The perpetual subordinated debt securities may be denominated and payable in U.S. dollars or other foreign
currencies. The perpetual subordinated debt securities do not provide for any sinking fund. Temporary
documents of title will not be issued.
Payments on the perpetual subordinated debt securities will be made in accordance with any laws,
regulations or administrative practices applicable to the Company and its agents in respect thereof, including therequirements under Japanese tax law.
“Business Day” means a day which is not a day on which banking institutions in New York City and Tokyo
are authorized by law or regulation to close.
Subordination
The rights of the holders of the perpetual subordinated debt securities will be subordinated in right of
payment to all Senior Indebtedness upon the occurrence of a Liquidation Event. If a Liquidation Event has
occurred, and so long as any such Liquidation Event shall continue, each holder of the perpetual subordinateddebt securities will only have a Liquidation Claim (as defined below). For so long as such Liquidation Event
continues, no payments in respect of a Liquidation Claim shall be made unless and until a Condition for
Liquidation Payment (as defined below) shall have occurred. Payments made in respect of a Liquidation Claimshall not exceed the applicable Liquidation Distributable Amount (as defined below). At any time prior to thepayment of a Liquidation Claim in accordance with the subordination provisions of the perpetual subordinateddebt securities, a Liquidation Claim shall be subject to a Going Concern Write-Down or the Write-Down andCancellation upon the occurrence of a Capital Ratio Event (as defined below), Non-Viability Event (as defined
below) or Bankruptcy Event (as defined below), as the case may be.
“Senior Indebtedness” means all liabilities (including liabilities under fixed-term subordinated debt) of theCompany other than (i) liabilities under the perpetual subordinated debt securities (except for liabilities whichhave become due and payable prior to the occurrence of a Liquidation Event and remain unpaid), (ii) Liquidation
Parity Liabilities and (iii) Liquidation Junior Liabilities (as defined below).
“Liquidation Event” means the commencement of a liquidation proceeding (seisan) (excluding a special
liquidation proceeding (tokubetsu seisan) under the Company Law) by or with respect to the Company under theCompany Law.
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“Company Law” means the Company Law of Japan (Law No. 86 of 2005, as amended) or any successor
legislation thereto.
“Liquidation Parity Liabilities” mean any liabilities of the Company that rank, or are expressed to rank,
effectively pari passu as to liquidation distributions with liabilities under the perpetual subordinated debt
securities (except for liabilities which have become due and payable prior to the occurrence of a Liquidation
Event and remain unpaid).
“Liquidation Junior Liabilities” mean any liabilities of the Company that rank, or are expressed to rank,
effectively subordinate in priority of payment as to liquidation distributions to liabilities under the perpetual
subordinated debt securities (except for liabilities which have become due and payable prior to the occurrence ofa Liquidation Event and remain unpaid).
“Liquidation Claim” means the claim of each holder of the perpetual subordinated debt securities thenoutstanding in a liquidation proceeding (seisan) with respect to the Company (excluding a special liquidation
proceeding (tokubetsu seisan)), in an amount equal to the Current Principal Amount of the perpetual
subordinated debt securities held by such holder on the date on which such claim becomes due and payablepursuant to the subordination provisions as described herein, plus any accrued and unpaid interest thereon to, but
excluding, the date on which the Liquidation Event occurs (unless cancelled in accordance with the terms set
forth in “—Cancellation of Interest Payments”) and any “additional amounts” (as described below), if any,excluding any amounts that have become due and payable prior to the occurrence of a Liquidation Event andremain unpaid.
“Condition for Liquidation Payment” means, upon the occurrence and continuation of a Liquidation Event,all Senior Indebtedness held by creditors of the Company entitled to payment or satisfaction prior tocommencement of distribution of residual assets to shareholders of the Company is paid in full or otherwise
satisfied in full in the liquidation proceeding (seisan) pursuant to the Company Law.
“Liquidation Distributable Amount” means the amount of liquidation distributions that would have been
paid from the assets of the Company in respect of a Liquidation Claim, assuming that (i) all Liquidation Claims
and all Liquidation Parity Liabilities had been the Senior Liquidation Preferred Shares (as defined below), and(ii) all Liquidation Junior Liabilities had been preferred shares of the Company other than the Senior Liquidation
Preferred Shares.
For the purposes of the calculation of the Liquidation Distributable Amount, the amount of Liquidation
Claims and the amount of principal amount, accrued and unpaid interest and additional amounts in respect of any
Liquidation Parity Liabilities and Liquidation Junior Liabilities that are not denominated in Japanese yen shall becalculated in Japanese yen, and the Liquidation Distributable Amount payable in respect of a Liquidation Claimupon an occurrence of a Condition for Liquidation Payment (if any) shall be initially calculated in Japanese yen
and converted into U.S. dollars, each in a manner that the Company deems appropriate pursuant to applicable
Japanese law.
“Senior Liquidation Preferred Shares” means the preferred shares of the Company ranking most senior inpriority of payment as to liquidation distributions.
The relative rankings and payment of the Liquidation Claims and other claims against the Company in any
liquidation proceeding (seisan) in respect of the Company are in all events subject to the provisions of theCompany Law, which prohibit distribution of residual assets to shareholders prior to payment or satisfaction of
all of the then outstanding debts of the Company, including the Liquidation Claims to the extent not written down
or cancelled pursuant to the going concern, non-viability and bankruptcy write-down provisions and the interest
cancellation provisions, subject to the subordination provisions, each described herein.
Notwithstanding the perpetual subordinated debt securities being stated to rank ahead of certain preferredshares and common shares of the Company as described above, the perpetual subordinated debt securities are72subject to a Going Concern Write-Down and the Write-Down and Cancellation, as described under “—WriteDowns and Write-Ups.”
If a Non-Viability Event or Bankruptcy Event occurs, it is expected that a Write-Down and Cancellation
would take place before the treatment of the Company’s remaining indebtedness or other securities without
similar write-down features is determined.
The Company shall make no amendment or modification to the subordination provisions contained in the
Perpetual Subordinated Indenture that is prejudicial to any present or future creditor in respect of any Senior
Indebtedness. No such amendment or modification shall in any event be effective against any such creditor.
Each holder of perpetual subordinated debt securities by its acceptance thereof shall thereby agree that if
any payment of principal or interest in respect of the perpetual subordinated debt securities is made to suchholder after the occurrence of a Liquidation Event and the amount of such payment exceeds the amount, if any,that should have been paid to such holder upon the proper application of the subordination provisions of suchperpetual subordinated debt securities, the payment of such excess amount shall be deemed null and void, andsuch holder or the trustee or paying agent (to the extent it has not paid such amount to any holder) (as the casemay be) shall be obliged to return the amount of the excess payment within ten days after receiving notice of theexcess payment, and shall also thereby agree that, upon the occurrence of a Liquidation Event and for so long as
such Liquidation Event shall continue, any liabilities of the Company to such holder which would otherwise
become so payable on or after the date on which such Liquidation Event occurs shall not be set off against any
liabilities of such holder owed to the Company unless, until and only in such amount as the liabilities of theCompany under the perpetual subordinated debt securities become payable pursuant to the proper application of
the subordination provisions of such perpetual subordinated debt securities.
Interest
Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt
securities, any interest payments under the perpetual subordinated debt securities shall be subject to the going
concern, non-viability and bankruptcy write-down provisions, the write-up provisions, the interest cancellation
provisions, and the subordination provisions, each described herein.
Floating Rate Interest
Any series of perpetual subordinated debt securities with floating rate interest that may be issued will bearinterest at the relevant floating interest rate as described in the applicable prospectus supplement or free writingprospectus with respect to the relevant series of floating rate perpetual subordinated debt securities.
Fixed Rate Interest
Any series of perpetual subordinated debt securities with fixed rate interest that may be issued will bearinterest at the relevant fixed interest rate as described in the applicable prospectus supplement or free writingprospectus with respect to the relevant series of fixed rate perpetual subordinated debt securities.
Cessation of Accrual of Interest
Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt
securities, no interest shall accrue on the perpetual subordinated debt securities (i) during the period when the
Current Principal Amount (as defined below) of the perpetual subordinated debt securities is one cent per $1,000in Original Principal Amount (as defined below), (ii) after the date fixed for redemption, or (iii) during any
period where a Liquidation Event occurs and continues.

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“Current Principal Amount” means at any time:(i)with respect to the perpetual subordinated debt securities outstanding, the then outstanding principal
amount of such perpetual subordinated debt securities, being the Original Principal Amount of suchperpetual subordinated debt securities at issuance, as such amount may be reduced on one or more
occasions pursuant to a Going Concern Write-Down and/or reinstated on one or more occasions
following a Write-Up, as the case may be, in accordance with the terms of the perpetual
subordinated debt securities and the Perpetual Subordinated Indenture; or(ii)with respect to any other liabilities or obligations, the then outstanding principal amount of suchliability or obligation, as calculated in accordance with its terms and conditions, including theapplication of write-down or write-up provisions, if any.

The term “principal” of the perpetual subordinated debt securities means, as the context requires, theCurrent Principal Amount of the perpetual subordinated debt securities at any relevant time and, where such term
is used in relation to any payment, the principal if, when and to the extent due and payable under the Perpetual
Subordinated Indenture and the Securities of any applicable series.
“Original Principal Amount” means, with respect to the perpetual subordinated debt securities and any otherliabilities or obligations, the principal amount of such perpetual subordinated debt securities or other liability or
obligation on the date such perpetual subordinated debt securities or other liability or obligation was issued or
created.
Cancellation of Interest Payments
Optional Cancellation of Interest Payments
If the Company determines that it is necessary to cancel payment of the interest on the perpetual
subordinated debt securities at any time and in its sole discretion, the Company may cancel payment of all or partof the interest accrued on the perpetual subordinated debt securities on an interest payment date. The Company
may cancel any payment of all or part of interest pursuant to the foregoing, even if no cancellation of interest isrequired or the amount so cancelled exceeds the amount the Company is required to cancel due to the Interest
Payable Amount Limitation, as described under “—Mandatory Cancellation of Interest Payments due to Interest
Payable Amount Limitation.”If the Company determines not to make an interest payment (or if the Company determines to make apayment of a portion, but not all, of such interest payment) on any interest payment date, such non-payment will
be deemed to be an effective cancellation of such interest payment (or the portion of such interest payment notpaid) without any further action being taken or any other condition being satisfied. See “Risk Factors—Risks
Related to the Perpetual Subordinated Debt Securities (AT1 Securities)—We may cancel interest payments on
the AT1 Securities, in whole or in part, at any time. Cancelled interest will not be due and will not accumulate or
be payable at any time thereafter, and you will have no rights with respect to cancelled interest.”
If the Company determines to cancel an interest payment on the perpetual subordinated debt securities (inwhole or in part) in its sole discretion (and not pursuant to applicable laws or orders or administrative actions of
the FSA (as defined below) or any other relevant Japanese supervisory authority, including an order of the FSA
to submit and carry out a capital distribution constraints plan, as described under “—Cancellation of Interest
Payments under the Japanese Capital Distribution Constraints System”) on an interest payment date under theterms set forth in “—Optional Cancellation of Interest Payments,” (i) the Company shall procure that its board of
directors shall not resolve, or present its own proposal at a general meeting of shareholders, to make a paymentof a cash dividend on the Company’s shares (in case of the Senior Dividend Preferred Shares, such cash dividendin excess of the product of one-half of the amount of the preferred cash dividend and a ratio, the numerator ofwhich is the amount of interest to be paid on the perpetual subordinated debt securities on such interest payment
date, and the denominator of which is the full amount of interest which should have been paid on the perpetual74

subordinated debt securities on such interest payment date (for the purposes of the calculation of the full amountof interest which should have been paid on the perpetual subordinated debt securities, the amount of interest shallbe calculated without application of the mandatory interest cancellation provisions, as described under“—Mandatory Cancellation of Interest Payments due to Interest Payable Amount Limitation,” even in the casewhere such provisions are applied)) to shareholders as of the immediately preceding record date of dividend
payment, and (ii) the Company shall procure that the proportion of the amount that the Company cancels in
respect of interest or dividends on or in respect of any Additional Tier 1 Liabilities (as defined below) that are
due and payable on the same date as such interest payment date to the full amount of such interest or dividends
which should have been paid before cancellation on such date be at least equal to the proportion of the amountthat the Company cancels in respect of the interest on the perpetual subordinated debt securities on such interest
payment date to the full amount of such interest on the perpetual subordinated debt securities which should havebeen paid before cancellation on such interest payment date.
For the purposes of the determination of the proportion of the cancellation of interest or dividends on any
Additional Tier 1 Liabilities, interest or dividends on or in respect of any Additional Tier 1 Liabilities shall bedeemed to be due and payable on the same date as the applicable interest payment date in relation to theperpetual subordinated debt securities, notwithstanding the effect of any adjustments resulting from the methodsof determining the Business Days in relation to the perpetual subordinated debt securities and the business daysin relation to such Additional Tier 1 Liabilities.
“FSA” means the Financial Services Agency of Japan or its successor regulatory authority.
“Additional Tier 1 Liabilities” means at any time instruments qualifying as the Company’s Additional
Tier 1 Capital (other than the perpetual subordinated debt securities) that are issued directly by the Company andare treated as liabilities under the Applicable Banking Regulations (as defined below) (excluding any instruments
issued or created by the Company through any consolidated subsidiary of the Company incorporated solely forthe purposes of raising the Company’s regulatory capital (a “Special Purpose Company”) and qualifying as theCompany’s Additional Tier 1 Capital).
“Additional Tier 1 Capital” means any and all items constituting Additional Tier 1 capital (for the avoidanceof doubt, which exclude then applicable regulatory adjustments) under the applicable standards set forth in the
Applicable Banking Regulations and shall also include any successor or substitute term applicable pursuant to
the Applicable Banking Regulations.
“Applicable Banking Regulations” means the Banking Act of Japan (Act No. 59 of 1981, as amended) (the“Banking Act”), and any orders, rules, regulations, ordinances, public ministerial announcements, guidelines andpolicies thereunder applicable at any time as the context may require under the Perpetual Subordinated Indenture,including, without limitation, the Public Ministerial Announcement (kokuji (No. 20 of the FSA Public Ministerial
Announcement of 2006, as amended)) prescribing the capital adequacy regulations applicable to bank holding
companies.
Cancellation of Interest Payments under the Japanese Capital Distribution Constraints System
We will make a determination to cancel interest payments if and to the extent we fail to meet the applicableregulatory capital buffer requirements and are so ordered by the FSA under the Japanese capital distribution
constraints system. Under this system, if we fail to meet the applicable regulatory capital buffer requirements, the
FSA has the authority to order us to submit and carry out a capital distribution constraints plan. A capital
distribution constraints plan must be reasonably designed to restore the required regulatory capital buffers by
restricting capital distributions, such as dividends on shares, dividends and interest on instruments qualifying as
additional tier 1 capital, share buybacks, repurchase and redemption of instruments qualifying as additional tier 1
capital, and bonus payments, up to a certain amount depending on the level of the deficit in our regulatory capital75buffers. As a consequence, in the event that our consolidated common equity tier 1 capital is insufficient to meetthe regulatory capital buffer requirements applicable to us, based on a capital distribution constraints plansubmitted to the FSA, we will make a determination to cancel interest payments, in whole or in part, in respect ofthe perpetual subordinated debt securities under the terms set forth in this section captioned “—Optional
Cancellation of Interest Payments.” See “Risk Factors—Risks Related to the Perpetual Subordinated Debt
Securities (AT1 Securities)—Regulatory capital and other requirements may result in restrictions on our ability
to make distributions in certain circumstances, in which case we may reduce or cancel interest payments on, or
may be unable to redeem or repurchase, the AT1 Securities.”
Mandatory Cancellation of Interest Payments due to Interest Payable Amount Limitation
In addition to the Company’s ability to cancel interest payments in its sole discretion, as described in“—Optional Cancellation of Interest Payments,” interest payments on the perpetual subordinated debt securities
will be subject to a limitation based on the Interest Payable Amount (as defined below) (such limitation beingreferred to as the “Interest Payable Amount Limitation”) and, as a result, the Company will be prohibited frompaying, and shall cancel, all or part of the interest on the perpetual subordinated debt securities on an interest
payment date (including additional amounts with respect thereto, if any), if, and to the extent that, the interest
payable on the perpetual subordinated debt securities on such interest payment date (including additionalamounts with respect thereto, if any) exceeds the Interest Payable Amount. See “Risk Factors—Risks Related to
the Perpetual Subordinated Debt Securities (AT1 Securities)—In addition to our right to cancel (in whole or inpart) interest payments at any time, the terms of the AT1 Securities also restrict us from making interest
payments on the AT1 Securities if we have insufficient distributable funds, in which case such interest will bedeemed to have been cancelled. Interest that is deemed cancelled will not be due and shall not accumulate or bepayable at any time thereafter and you will have no rights thereto.”“Interest Payable Amount” means, in respect of any interest payment date, the product of the Adjusted
Distributable Amounts (as defined below) on such interest payment date and a ratio, the numerator of which isthe amount of interest (including additional amounts with respect thereto, if any) that should have been paid on
the perpetual subordinated debt securities on such interest payment date, and the denominator of which is theaggregate amount of interest (including additional amounts with respect thereto, if any) that should have been
paid on the perpetual subordinated debt securities on such interest payment date and dividends or interest(including any amounts with respect thereto substantially similar to additional amounts, if any) that should havebeen paid in respect of any Senior Dividend Preferred Shares (as defined below) and any Parity Securities (asdefined below) on the same date as such interest payment date (rounding any amount less than a whole centdown to the nearest whole cent).
“Senior Dividend Preferred Shares” means any preferred shares of the Company ranking most senior inpriority of payment as to dividends.
“Parity Securities” means any liabilities of the Company that are subject to substantially the same terms in
respect of rights of interest payments as the terms of the perpetual subordinated debt securities described under“—Optional Cancellation of Interest Payments” and “—Mandatory Cancellation of Interest Payments due toInterest Payable Amount Limitation,” (including Series 2, 3 and 5 yen-denominated unsecured perpetual
subordinated notes with write-down clauses, but excluding the perpetual subordinated debt securities and any
liabilities owed to any Special Purpose Company), and any instruments qualifying as the Company’s regulatory
capital issued by any Special Purpose Company that is subject to substantially the same terms in respect of rights
of dividends or interest payments as the terms of the perpetual subordinated debt securities described under“—Optional Cancellation of Interest Payments” and “—Mandatory Cancellation of Interest Payments due toInterest Payable Amount Limitation.”“Adjusted Distributable Amounts” means, in respect of any date, the distributable amounts (bunpai kanogaku) of the Company on such date as calculated in accordance with the Company Law, after deducting the sum
76

of any dividend or interest (including additional amounts with respect thereto, or any amounts with respect
thereto substantially similar to additional amounts, as applicable, if any) that has been paid in respect of theperpetual subordinated debt securities, any Parity Securities and any Junior Securities (as defined below) fromthe beginning of the fiscal year of the Company in which such date falls until the date immediately preceding
such date.
“Junior Securities” means any liabilities of the Company ranking in right of interest payments effectively
junior to the perpetual subordinated debt securities in respect of either of the terms as described under“—Optional Cancellation of Interest Payments” or “—Mandatory Cancellation of Interest Payments due toInterest Payable Amount Limitation,” (excluding any liabilities owed to any Special Purpose Company), and any
instruments qualifying as the Company’s regulatory capital issued by any Special Purpose Company ranking inright of dividend or interest payments effectively junior to the perpetual subordinated debt securities in respect ofeither of the terms as described under “—Optional Cancellation of Interest Payments” or “—Mandatory
Cancellation of Interest Payments due to Interest Payable Amount Limitation.”
For the purposes of the calculation of the Interest Payable Amounts or the Adjusted Distributable Amounts,
any dividend or interest (including additional amounts with respect thereto, or any amounts with respect thereto
substantially similar to additional amounts, as applicable, if any) shall be deemed to be paid in respect of theperpetual subordinated debt securities, any Senior Dividend Preferred Shares, any Parity Securities and any
Junior Securities on the date without any adjustments resulting from the methods of determining the Business
Days in relation to the perpetual subordinated debt securities and the business days in relation to any Senior
Dividend Preferred Shares, Parity Securities and Junior Securities.
For the purposes of the calculation of the Interest Payable Amounts or the Adjusted Distributable Amounts,
the amounts of interest or dividends (including additional amounts with respect thereto, or any amounts withrespect thereto substantially similar to additional amounts, as applicable, if any) in respect of the perpetual
subordinated debt securities, any Senior Dividend Preferred Shares, Parity Securities and Junior Securities thatare not denominated in Japanese yen shall be calculated in Japanese yen, and the Interest Payable Amounts andthe amount of interest (including additional amounts with respect thereto, if any) on the perpetual subordinateddebt securities that is required to be cancelled on such interest payment date shall be initially calculated inJapanese yen and converted into U.S. dollars or any other currency in which any series of the perpetual
subordinated debt securities are denominated, each in a manner that the Company deems appropriate.
Effect of Cancellation of Interest Payment
Interest payments are non-cumulative, and any interest amount (including additional amounts with respect
thereto, if any), the payment of which is cancelled (in whole or in part) either in the Company’s discretion or
because such cancellation is mandatory due to the Interest Payable Amount Limitation, will be deemed not tohave accrued and will not be due and payable at any time thereafter, and the Company shall be discharged andreleased from any and all of its obligations to pay such cancelled interest (and additional amounts with respect
thereto, if any) on the perpetual subordinated debt securities. Non-payment of such cancelled interest (oradditional amounts with respect thereto, if any) shall not constitute a breach, a default, an event of default or an
event of acceleration under the terms of the perpetual subordinated debt securities or the Perpetual SubordinatedIndenture. Accordingly, holders of the perpetual subordinated debt securities will not have any claim therefor,
whether or not interest is paid in respect of any other period.
Each holder of perpetual subordinated debt securities by his or her acceptance thereof shall thereby agree
that if any payment of interest in respect of the perpetual subordinated debt securities all or part of which shouldhave not been paid to such holder upon the proper application of the optional or mandatory interest payment
cancellation provisions is made to such holder, such payment shall be deemed null and void, and such holder or
the trustee or paying agent (to the extent it has not paid such amount to any holder) (as the case may be) shall beobliged to return the amount of the payment within ten days after receiving notice of the payment, and shall also
thereby agree that any liabilities of the Company to such holder in respect of interest on the perpetual77

subordinated debt securities which was cancelled under the optional or mandatory interest payment cancellation
provisions shall not be set off against any liabilities of such holder owed to the Company.
Notices of Cancellation of Interest Payments
If the Company determines to cancel all or part of a payment of interest on the perpetual subordinated debt
securities in its sole discretion as described under “—Optional Cancellation of Interest Payments,” including
pursuant to any capital distribution constraints plan, or if the Company cancels all or part of a payment of interest(including additional amounts with respect thereto, if any) on the perpetual subordinated debt securities becausesuch cancellation is required due to the Interest Payable Amount Limitation, the Company will endeavor toprovide a written notice of such cancellation to the holders of the perpetual subordinated debt securities, thetrustee and the paying agent in accordance with the terms of the Perpetual Subordinated Indenture at least ten
Business Days prior to the relevant interest payment date. If such notice is to be delayed, the Company will
endeavor to provide such notice as soon as practicable. Such notice shall include, (i) if the Company determines
to cancel all or part of a payment of interest on the perpetual subordinated debt securities in its sole discretion as
described under “—Optional Cancellation of Interest Payments,” including pursuant to any capital distribution
constraints plan, the amount of the interest on the perpetual subordinated debt securities to be cancelled and theamount of interest on the perpetual subordinated debt securities to be paid (if any), or (ii) if the Company cancels
all or part of a payment of interest (including additional amounts with respect thereto, if any) on the perpetual
subordinated debt securities because such cancellation is required due to the Interest Payable Amount Limitation,
the Interest Payable Amount applicable to all of the relevant series of the perpetual subordinated debt securities,
on the relevant interest payment date. Any failure or delay by the Company to provide such notice will not have
any impact on the effectiveness of, or otherwise invalidate, any such cancellation of interest payment, nor give
holders of the perpetual subordinated debt securities any rights as a result of such failure.
Calculating Interest Payments upon the Occurrence of a Capital Ratio Event or Write-Up Date
If one or more Capital Ratio Event(s) occur during an interest period, the perpetual subordinated debt
securities shall, for the entirety of such interest period, bear interest based on the Current Principal Amount of theperpetual subordinated debt securities on the immediately following interest payment date, after giving effect to
the Going Concern Write-Down(s) as if the Going Concern Write-Down(s) resulting from such Capital Ratio
Event(s) had occurred on the first day of such interest period.
If a Write-Up Date (as defined below) occurs during an interest period (except for the case where one ormore Capital Ratio Event(s) occurs during a period beginning on, and including, the Write-Up Date and endingon, but excluding, the immediately following interest payment date, and the Current Principal Amount of theperpetual subordinated debt securities on the immediately following interest payment date, after giving effect to
the Going Concern Write-Down(s) as if the Going Concern Write-Down(s) resulting from such Capital Ratio
Event(s) had occurred on the first day of such period, is less than the Current Principal Amount of the perpetual
subordinated debt securities on the date immediately preceding the Write-Up Date, in which case the perpetual
subordinated debt securities will bear interest as described in the immediately preceding paragraph), theperpetual subordinated debt securities shall bear interest for such interest period as follows:(i)for the portion of the interest period beginning on, and including, the first day of such interest period
and ending on, but excluding, the relevant Write-Up Date, the perpetual subordinated debt securities
shall bear interest based on the Current Principal Amount of the perpetual subordinated debt
securities on the date immediately preceding the Write-Up Date, without giving effect to theWrite-Up; and(ii)

for the portion of the interest period beginning on, and including, the Write-Up Date and ending on,
but excluding, the immediately following interest payment date, the perpetual subordinated debt
securities shall bear interest on the Current Principal Amount of the perpetual subordinated debt
securities on the immediately following interest payment date, after giving effect to the Write-Up.
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For subsequent interest periods, the perpetual subordinated debt securities shall continue to bear interest
based on such Current Principal Amount of the perpetual subordinated debt securities on the relevant interest
payment date until any subsequent interest period during which one or more Capital Ratio Event(s) or a Write-Up
Date occur again in accordance with the terms of the perpetual subordinated debt securities.
Agreement to Interest Cancellation
By subscribing for, purchasing or otherwise acquiring the perpetual subordinated debt securities, holders of
the perpetual subordinated debt securities acknowledge and agree (but not solely limited to the following) that:(a)no amount of interest (including additional amounts with respect thereto, if any) shall become dueand payable in respect of the relevant interest period to the extent that it has been (x) cancelled (inwhole or in part) by the Company at its sole discretion (including pursuant to any capital distribution
constraints plan) and/or (y) required to be cancelled (in whole or in part) as a result of the Interest
Payable Amount Limitation, and such holders shall be bound by the interest cancellation provisions;(b)a cancellation of interest (including additional amounts with respect thereto, if any) (in each case, inwhole or in part) in accordance with the terms of the Perpetual Subordinated Indenture shall notconstitute a breach, a default in payment or otherwise under the terms of the perpetual subordinateddebt securities;(c)interest (including additional amounts with respect thereto, if any) will only be due and payable on
an interest payment date to the extent it is not cancelled in accordance with the provisions describedunder “—Cancellation of Interest Payments”;(d)any interest (or additional amounts with respect thereto, if any) cancelled (in each case, in whole orin part) in the circumstances described above shall not be due and shall not accumulate or be payable
at any time thereafter, and holders of the perpetual subordinated debt securities shall have no rights
thereto or to receive any additional interest or compensation as a result of such cancellation;(e)

except as otherwise described above or prohibited by applicable law or regulations, the Company has
the right to use the funds from cancelled payments of interest (including additional amounts withrespect thereto, if any) without restriction; and(f)such holder shall be deemed to have authorized, directed and requested DTC and any otherintermediary and the paying agent to take any and all necessary action, if required, to implement aninterest payment cancellation of the perpetual subordinated debt securities without any further action or
direction on the part of such holder.

Optional Redemption and Repurchases
Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt
securities, any redemption under the perpetual subordinated debt securities shall be subject to the going concern,
non-viability and bankruptcy write-down provisions, the write-up provisions, the interest cancellation provisions,the subordination provisions, each described herein.
Optional Redemption
A series of perpetual subordinated debt securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company,in whole, but not in part, on the interest rate reset date occurring on or after the fifth year anniversary of theissuance of the perpetual subordinated debt securities or on the interest rate reset dates occurring on each fiveyear anniversary thereafter unless as otherwise described in the applicable prospectus supplement for a particularseries of perpetual subordinated debt securities, on not less than 25 days nor more than 60 days’ prior notice to79the holder of perpetual subordinated debt securities and the trustee, at a redemption price equal to 100% of theOriginal Principal Amount of the relevant series of perpetual subordinated debt securities (plus accrued andunpaid interest to (but excluding) the date fixed for redemption and additional amounts, if any); provided,
however, that the Company shall not have such option to redeem the perpetual subordinated debt securities, as
described herein, if the Current Principal Amount of the perpetual subordinated debt securities has been subject
to one or more Going Concern Write-Downs and such written down amount has not be reinstated in full on thedate fixed for redemption.
Optional Tax Redemption
A series of perpetual subordinated debt securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company,in whole, but not in part, at any time, on not less than 30 nor more than 60 days’ prior notice, at a redemption
price equal to 100% of the Current Principal Amount of the relevant series of perpetual subordinated debt
securities on the date fixed for redemption (plus accrued and unpaid interest to (but excluding) the date fixed forredemption and additional amounts, if any), if the Company determines prior to giving notice of redemption that,as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) ofJapan (or any political subdivision or taxing authority of Japan) affecting taxation, or any change in the official
position regarding the application or interpretation of such laws, regulations or rulings (including a holding,judgment, or order by a court of competent jurisdiction), which change, amendment, application or interpretation
becomes effective on or after the date of the applicable prospectus supplement, (i) the Company is, or on the next
interest payment date would be, required to pay any additional amounts in respect of Japanese taxes, or (ii) any
interest on the perpetual subordinated debt securities ceases to be treated as being a deductible expense for the
purpose of the Company’s corporate tax, and, in each case of (i) or (ii) above, such event cannot be avoided bymeasures reasonably available to the Company; provided, that in the case of (i) above, no such notice ofredemption shall be given earlier than 90 days prior to the earliest date on which the Company would be
obligated to make such payment of additional amounts if a payment in respect of the relevant series of perpetual
subordinated debt securities were then due. Additional amounts are payable by the Company under thecircumstances described below under “—Payment of Additional Amounts.”
Prior to making any notice of redemption of a series of perpetual subordinated debt securities pursuant to
the foregoing, the Perpetual Subordinated Indenture requires that the Company deliver to the trustee a certificate
signed by a responsible officer of the Company stating that the conditions precedent to such redemption havebeen fulfilled and an opinion of an independent tax counsel or tax consultant of recognized standing reasonably
satisfactory to the trustee to the effect that the circumstances referred to above exist. The trustee shall accept suchcertificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, inwhich event it shall be conclusive and binding on the relevant holders of perpetual subordinated debt securities.
Optional Regulatory Redemption
A series of perpetual subordinated debt securities may, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company,in whole, but not in part, at any time, on not less than 30 nor more than 60 days’ prior notice, at a redemption
price equal to 100% of the Current Principal Amount of the relevant series of perpetual subordinated debt
securities on the date fixed for redemption (plus accrued and unpaid interest to (but excluding) the date fixed forredemption and additional amounts, if any), if the Company determines after consultation with the FSA that there
is more than an insubstantial risk that the perpetual subordinated debt securities may not be partially or fully
included in the Company’s Additional Tier 1 Capital under the applicable standards set forth in the Applicable
Banking Regulations.
Prior to making any notice of redemption of a series of perpetual subordinated debt securities pursuant to
the foregoing, the Perpetual Subordinated Indenture requires that the Company deliver to the trustee a certificate
signed by a responsible officer of the Company stating that the conditions precedent to such redemption have80

been fulfilled. The trustee shall accept such certificate as sufficient evidence of the satisfaction of the conditions
precedent described above, in which event it shall be conclusive and binding on the relevant holders of perpetual
subordinated debt securities.
Notices of Redemption
Any notice of redemption of the perpetual subordinated debt securities shall conform to the requirementswith respect to such notice set forth in the Perpetual Subordinated Indenture and shall be irrevocable except inlimited circumstances as described in the immediately following sentence. A redemption notice will be
automatically rescinded and will have no force and effect, and no redemption amount will be due and payable, if
a Capital Ratio Event, Non-Viability Event or Bankruptcy Event or a Liquidation Event occurs prior to theapplicable redemption date, in which case the perpetual subordinated debt securities will be subject to a Going
Concern Write-Down or a Write-Down and Cancellation as described under “—Write-Downs and Write-Ups” or
the subordination provisions as described under “—Subordination,” as the case may be. If a redemption notice isrescinded for any of the reasons described in the previous sentence, the Company will endeavor to promptly
deliver written notice to the holders of the perpetual subordinated debt securities and the trustee, specifying theoccurrence of the relevant event.
Repurchases
The Company, or any of its subsidiaries, may, at any time, subject to prior confirmation of the FSA (if suchconfirmation is required under the Applicable Banking Regulations), purchase any or all of the perpetual
subordinated debt securities in the open market or otherwise at any price in accordance with any applicable law
or regulation. Subject to applicable law, neither the Company nor any of its subsidiaries shall have any obligation
to offer to purchase any perpetual subordinated debt securities held by any holder as a result of the Company’s or
its subsidiaries’ purchase or offer to purchase perpetual subordinated debt securities held by any other holder inthe open market or otherwise. perpetual subordinated debt securities so purchased by the Company or its
subsidiaries may, at the discretion of the Company or its subsidiaries, as the case may be, be held or resold or
surrendered to the trustee for cancellation.
Write-Downs and Write-Ups
Write-Down upon a Capital Ratio Event
Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt
securities, upon the occurrence of a Capital Ratio Event, no Current Principal Amount of, or interest on, theperpetual subordinated debt securities (including additional amounts with respect thereto, if any) (other than withrespect to the Current Principal Amount, interest and any additional amounts that have become due and payableprior to the occurrence of the Capital Ratio Event and remain unpaid) shall thereafter become due to the extent
related to the relevant Going Concern Write-Down Amount (as defined below), and the Company’s obligations
with respect to the payment of the Current Principal Amount of, or interest on, the perpetual subordinated debt
securities (including additional amounts with respect thereto, if any) and any claims therefor (other than withrespect to the Current Principal Amount, interest and any additional amounts that have become due and payableprior to the occurrence of the Capital Ratio Event and remain unpaid) will be suspended to the extent related to
the relevant Going Concern Write-Down Amount from the occurrence of the Capital Ratio Event until the
relevant Going Concern Write-Down Date (as defined below).
On a Going Concern Write-Down Date:(i)the Current Principal Amount of the perpetual subordinated debt securities, except for principal thathas become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid,
will be written down by an amount equal to the relevant Going Concern Write-Down Amount, theinterest on the perpetual subordinated debt securities (including additional amounts with respect81thereto, if any) will be written down by an amount equal to the interest on the relevant Going
Concern Write-Down Amount, and the Company shall be discharged and released from any and allof its obligations to pay the Current Principal Amount of the perpetual subordinated debt securities
in an amount equal to the relevant Going Concern Write-Down Amount and the interest on theperpetual subordinated debt securities (including additional amounts with respect thereto, if any) inan amount equal to the interest on the relevant Going Concern Write-Down Amount (including
additional amounts with respect thereto, if any);(ii)

the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or theCurrent Principal Amount of the perpetual subordinated debt securities and (B) any additionalamounts, in each case, if and only to the extent that such interest, the Current Principal Amount, or
additional amounts, as applicable, has become due and payable to the holders of such perpetual
subordinated debt securities prior to the occurrence of the Capital Ratio Event and remain unpaid;
and

(iii)

the holders of the perpetual subordinated debt securities will be deemed to have irrevocably waived
their right to claim or receive, and will not have any rights against the Company, trustee or any agent
with respect to, and cannot instruct the trustee to enforce, the payment of the Current Principal
Amount of the perpetual subordinated debt securities to the extent of the relevant Going Concern
Write-Down Amount or interest on the relevant Going Concern Write-Down Amount (including
additional amounts with respect thereto, if any), except as described in paragraph (ii) above.

The events described in paragraphs (i) through (iii) are referred to as a “Going Concern Write-Down.”
A Capital Ratio Event may occur on any number of occasions and, accordingly, the perpetual subordinateddebt securities may be written down on any number of occasions. For the avoidance of doubt, the Current
Principal Amount of the perpetual subordinated debt securities may never be reduced to below one cent per$1,000 in Original Principal Amount as a result of any Going Concern Write-Down.
Except for claims with respect to payments of the Current Principal Amount of or interest on the perpetual
subordinated debt securities (including additional amounts with respect thereto, if any) that have become due andpayable prior to the occurrence of a Capital Ratio Event and remain unpaid, as described above, upon theoccurrence of a Capital Ratio Event, (a) the holders of the perpetual subordinated debt securities shall have norights whatsoever under the Perpetual Subordinated Indenture or the perpetual subordinated debt securities totake any action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever,(b) except for any indemnity or security provided by any holder in such instruction or related to such instruction,
any instruction previously given to the trustee by any holders shall cease automatically and shall be deemed nulland void and of no further effect, (c) no holder may exercise, claim or plead any right of set-off, compensation or
retention in respect of any amount owed to it by the Company arising under, or in connection with, the perpetual
subordinated debt securities and each holder of perpetual subordinated debt securities shall, by virtue of its
holding of any perpetual subordinated debt securities, be deemed to have irrevocably waived all such rights of
set-off, compensation or retention and (d) no holder will be entitled to make any claim in any bankruptcy,
insolvency, civil rehabilitation, corporate reorganization or liquidation proceedings involving the Company or
have any ability to initiate or participate in any such proceedings or do so through a representative, in each case,to the extent such right, instruction, exercise, claim or pleading pertains to the Current Principal Amount of theperpetual subordinated debt securities that has been or will be subject to the relevant Going Concern Write-Down
as a result of such Capital Ratio Event having occurred, or interest thereon (including additional amounts withrespect thereto, if any), unless such Current Principal Amount has been reinstated, as described below under“—Write-Up upon a Return to Financial Health.”
The Company will endeavor to, as soon as practicable after the occurrence of a Capital Ratio Event, delivera written notice (the “Going Concern Write-Down Notice”) to the holders of the perpetual subordinated debt
securities, the trustee and the paying agent in accordance with the terms of the Perpetual Subordinated Indenture,
confirming, among other things, the occurrence of such Capital Ratio Event, the relevant Going Concern Write82

Down Date, the relevant Going Concern Write-Down Amount and the Current Principal Amount of the perpetual
subordinated debt securities on the relevant Going Concern Write-Down Date after giving effect to the relevant
Going Concern Write-Down, in respect of all of the relevant series of the perpetual subordinated debt securities.
Any failure or delay by the Company to deliver such Going Concern Write-Down Notice shall not change ordelay the effect of the occurrence of the Capital Ratio Event on the Going Concern Write-Down taking place on
the Going Concern Write-Down Date under the perpetual subordinated debt securities, nor give holders of theperpetual subordinated debt securities any rights as a result of such failure or delay.
In the case of a write-down of the perpetual subordinated debt securities to one cent per $1,000 in OriginalPrincipal Amount, following the receipt of a Going Concern Write-Down Notice by DTC, DTC will suspend all
clearance and settlement of the perpetual subordinated debt securities through DTC. After such suspension hascommenced, holders of beneficial interests in the perpetual subordinated debt securities will not be able to settle
the transfer of any perpetual subordinated debt securities through DTC, and any sale or other transfer of theperpetual subordinated debt securities that a holder may have initiated prior to such suspension that is scheduled
to settle after such suspension may be rejected by, and may not be settled within, DTC. Notwithstanding any
delay in, or unavailability of procedures of, DTC reflecting the Going Concern Write-Down on its systems, theGoing Concern Write-Down shall take place on the relevant Going Concern Write-Down Date. See “Risk
Factors—Risks Related to the Perpetual Subordinated Debt Securities (AT1 Securities)—Following a NonViability Event, a Bankruptcy Event or a Capital Ratio Event, clearance and settlement of AT1 Securities will besuspended and may not be completed as expected or at all.”
A “Capital Ratio Event” will be deemed to have occurred when the Company’s Consolidated Common Equity
Tier 1 Capital Ratio, that the Company has reported or publicly announced, as applicable, in any of: (i) an annual
financial condition report (kessan jokyo hyo) or a semi-annual financial condition report (chukan kessan jokyo hyo)submitted by the Company to the FSA or any other relevant Japanese supervisory authority (including such reportunder the Banking Law), (ii) an annual business report (gyomu hokokusho) or a semi-annual business report (chukan
gyomu hokokusho) submitted by the Company to the FSA or any other relevant Japanese supervisory authority(including such report under the Banking Law), (iii) a public announcement made by the Company in accordancewith applicable Japanese law (including an announcement under the Banking Law) or the rules of a relevantJapanese securities exchange, or (iv) a report made by the Company to the FSA or any other relevant Japanesesupervisory authority after consultation with the outside auditor of the Company following the results of aninspection of the FSA or any other relevant Japanese supervisory authority (including such report under the Banking
Law), has fallen below 5.125%; provided, however, that a Capital Ratio Event shall be deemed to have not occurred
if prior to such report or public announcement, (a) the Company submits a plan to the FSA or any other competentregulatory authority, under which plan its Consolidated Common Equity Tier 1 Capital Ratio is expected to increase
above 5.125% in the absence of a Going Concern Write-Down of the perpetual subordinated debt securities, and(b) the FSA or any other competent regulatory authority approves such plan. In such case, the Company will
endeavor to, as soon as practicable after the Company reports or publicly announces, as applicable, its Consolidated
Common Equity Tier 1 Capital Ratio, deliver a written notice to the holders of the perpetual subordinated debt
securities, the trustee and the paying agent in accordance with the terms of the Perpetual Subordinated Indenture,
confirming that a Capital Ratio Event shall be deemed to have not occurred. Any failure or delay by the Company todeliver such notice shall not change or delay the effect of the non-occurrence of the Capital Ratio Event on its
payment obligations under the perpetual subordinated debt securities, nor give holders of the perpetual subordinateddebt securities any rights as a result of such failure or delay.
“Consolidated Common Equity Tier 1 Capital Ratio” means, as of any date, the Common Equity Tier 1 riskweighted capital ratio on a consolidated basis, as calculated in accordance with the applicable standards set forthin the Applicable Banking Regulations, and shall also include any successor or substitute term applicablepursuant to the Applicable Banking Regulations, as of such date.

83

“Going Concern Write-Down Amount” means, on any Going Concern Write-Down Date, the amount bywhich the Current Principal Amount outstanding of the perpetual subordinated debt securities per $1,000 in
Original Principal Amount is to be reduced on such date, such amount being:(i)the product of the Total Going Concern Write-Down Amount (as defined below) and a ratio, thenumerator of which is the Current Principal Amount outstanding of the perpetual subordinated debt
securities per $1,000 in Original Principal Amount, and the denominator of which is the aggregate
amount of the Current Principal Amount outstanding of all of the perpetual subordinated debt
securities and the Current Principal Amount outstanding of any Going Concern Write-Down
Instruments (other than any Going Concern Full Write-Down Instrument (as defined below))(rounding any amount less than a whole cent up to the nearest whole cent); or(ii)

if the amount set forth in (i) is equal to or greater than the Current Principal Amount of the perpetual
subordinated debt securities per $1,000 in Original Principal Amount, then the amount necessary to
reduce the Current Principal Amount of the perpetual subordinated debt securities to one cent per$1,000 in Original Principal Amount.

“Total Going Concern Write-Down Amount” means the amount determined by the Company after
consultation with the FSA or any other relevant Japanese supervisory authority that would be sufficient in orderto restore its Consolidated Common Equity Tier 1 Capital Ratio above 5.125% by the write-down of all or part of
the Current Principal Amount outstanding of the perpetual subordinated debt securities and the Write-Down orConversion (as defined below) of the Current Principal Amount outstanding of any Going Concern Write-Down
Instrument (as defined below) (other than any Going Concern Full Write-Down Instrument); provided, however,that any amount subject to the Write-Down or Conversion of the Current Principal Amount outstanding of any
Going Concern Write-Down Instrument (the “Going Concern Full Write-Down Instrument”) that by its terms
provides for the Write Down or Conversion of such instrument in excess of the amount that would have been
subject to the Write-Down or Conversion assuming such instrument contained terms substantially equivalent to
the going concern write-down provisions applicable to the perpetual subordinated debt securities as describedherein shall be deducted from the Total Going Concern Write-Down Amount (and if the Total Going Concern
Write-Down Amount becomes less than zero, the Total Going Concern Write-Down Amount shall be zero.).
For the purposes of the calculation of the Going Concern Write-Down Amount, the Current Principal
Amount outstanding of the perpetual subordinated debt securities and the Current Principal Amount outstandingof any Going Concern Write-Down Instruments that are not denominated in Japanese yen shall initially becalculated in Japanese yen, and the Going Concern Write-Down Amount shall be initially calculated in Japanese
yen and converted into U.S. dollars or any other currency in which any series of the perpetual subordinated debt
securities are denominated, each in a manner that the Company deems appropriate.
“Going Concern Write-Down Instrument” means at any time instruments qualifying as Additional Tier 1
Capital (other than the perpetual subordinated debt securities) of the Company and treated as liabilities under the
Applicable Banking Regulations (including any such instruments issued or created by the Company through any
Special Purpose Company).
“Write-Down or Conversion” means, with respect to any Going Concern Write-Down Instrument, the writedown or, if applicable, conversion to common shares of all or part of the Current Principal Amount outstandingof such Going Concern Write-Down Instrument (including an acquisition of shares of common stock in exchange
for all or part of such Going Concern Write-Down Instruments by a holder of such Going Concern Write-Down
Instruments pursuant to the Company Law).
“Going Concern Write-Down Date” means the date that is determined by the Company after consultation
with the FSA or any other relevant Japanese supervisory authority and shall be no later than fifteen Business
Days following the date of the relevant Going Concern Write-Down Notice.
84

Each holder of perpetual subordinated debt securities by its acceptance thereof shall thereby agree that if
any payment is made to its perpetual subordinated debt securities with respect to a payment obligation that was
subject to a Going Concern Write-Down as described above, then the payment of such amount shall be deemednull and void and such holder or the trustee or paying agent (to the extent it has not paid such amount to any
holder) (as the case may be) shall be obliged to return the amount of such payment within ten days after receiving
notice of such null and void payment, and shall also thereby agree that any liabilities of the Company to suchholder in respect of the perpetual subordinated debt securities which was subject to the Going Concern WriteDown as described above shall not be set off against any liabilities of such holder owed to the Company.
Write-Up upon a Return to Financial Health
Subject to the Applicable Banking Regulations and other applicable laws and regulations, upon occurrenceof a Write-Up Event, the Company may elect to cause the Current Principal Amount of the outstanding perpetual
subordinated debt securities that have been subject to one or more Going Concern Write-Downs to be increasedby the relevant Write-Up Amount (as defined below) on a Write-Up Date, by reinstating an amount of principalthat was previously subject to a Going Concern Write-Down by the relevant Write-Up Amount on such Write-Up
Date. Each such reinstatement is referred to as a “Write-Up.”
Upon a Write-Up, claims of holders of the perpetual subordinated debt securities with respect to payments
of principal of the perpetual subordinated debt securities that were previously waived upon the occurrence of aGoing Concern Write-Down, and the Company’s obligations to pay the principal of the perpetual subordinateddebt securities that were previously discharged and released upon the occurrence of a Going Concern WriteDown, shall be reinstated, and such waiver, discharge and release previously given or granted shall be of nofurther effect, to the extent of the relevant Write-Up Amount, without any retroactive effect, on the relevant
Write-Up Date. See “—Cancellation of Interest Payments—Calculating Interest Payments upon the Occurrenceof a Capital Ratio Event or Write-Up Date.”
The perpetual subordinated debt securities may be subject to one or more Write-Ups, but in no event shallthe Current Principal Amount of such perpetual subordinated debt securities, after giving effect to any Write-Up,
exceed the Original Principal Amount of such perpetual subordinated debt securities.
A “Write-Up Event” shall be deemed to occur when the Company determines, in its sole discretion and inaccordance with the Applicable Banking Regulations and other applicable laws and regulations, to reinstate an
amount of principal that was previously subject to a Going Concern Write-Down after the Company obtains priorconfirmation from the FSA or any other relevant Japanese supervisory authority that its Consolidated Common
Equity Tier 1 Capital Ratio will remain at a sufficiently high level after giving effect to the relevant Write-Up ofthe perpetual subordinated debt securities (together with the write-up of any Write-Up Instruments (as defined
below)).
“Write-Up Amount” means the product of the total amount determined by the Company after consultation with
the FSA or any other relevant Japanese supervisory authority by which the Current Principal Amount outstanding of
all of the perpetual subordinated debt securities and the Current Principal Amount outstanding of any Write-Up
Instruments is to be increased and a ratio, the numerator of which is $1,000 in the Original Principal Amount of theperpetual subordinated debt securities minus the Current Principal Amount outstanding of the perpetual
subordinated debt securities per $1,000 in Original Principal Amount, and the denominator of which is theaggregate amount of (i) the Original Principal Amount of all of the perpetual subordinated debt securities minus theCurrent Principal Amount outstanding of all of the perpetual subordinated debt securities and (ii) the OriginalPrincipal Amount of any Write-Up Instruments minus the Current Principal Amount outstanding of any Write-Up
Instruments (rounding any amount less than a whole cent down to the nearest whole cent).
For the purposes of the calculation of the Write-Up Amount, the Original Principal Amount and the Current
Principal Amount outstanding of the perpetual subordinated debt securities and the Original Principal Amount85and the Current Principal Amount outstanding of any Write-Up Instruments that are not denominated in Japanese
yen shall initially be calculated in Japanese yen, and the Write-Up Amount shall be initially calculated inJapanese yen and converted into U.S. dollars or any other currency in which any series of the perpetual
subordinated debt securities are denominated, each in a manner that the Company deems appropriate.
“Write-Up Instrument” means any Going Concern Write-Down Instrument that includes provisions
permitting the reinstatement of previously written-down principal amounts substantially similar to those
applicable to the perpetual subordinated debt securities.
“Write-Up Date” means the date that is determined by the Company in its sole discretion after consultation
with the FSA or any other relevant Japanese supervisory authority and shall be no later than twenty Business
Days following the date of the relevant Write-Up Notice.
Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt
securities, no Write-Up Event shall occur (i) after any date fixed for the redemption, (ii) after a Liquidation
Claim becomes due and payable pursuant to the subordination provisions as described under “—Subordination,”or (iii) after an occurrence of a Non-Viability Event or a Bankruptcy Event.
The Company shall endeavor, as soon as practicable after the occurrence of a Write-Up Event, to deliver a
written notice (“Write-Up Notice”), to the holders of the perpetual subordinated debt securities, the trustee andthe paying agent in accordance with the Perpetual Subordinated Indenture, confirming, among other things, its
determination to effect a Write-Up, the relevant Write-Up Date, the relevant Write-Up Amount and the Current
Principal Amount of the perpetual subordinated debt securities on the relevant Write-Up Date after giving effectto the relevant Write-Up, in respect of all of the relevant series of the perpetual subordinated debt securities.
Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event
Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt
securities, upon the occurrence of a Non-Viability Event, no principal of, interest on, or other amount under, theperpetual subordinated debt securities (including additional amounts with respect thereto, if any) (other than withrespect to principal, interest and any additional amounts that have become due and payable prior to theoccurrence of the Non-Viability Event and remain unpaid) shall thereafter become due, and the Company’s
obligations with respect to the payment of any such amounts and any claims therefor (other than with respect toprincipal, interest and any additional amounts that have become due and payable prior to the occurrence of the
Non-Viability Event and remain unpaid) will be suspended from the occurrence of the Non-Viability Event until
the Write-Down and Cancellation Date.
On the Write-Down and Cancellation Date:(i)principal of, or interest on, or any other amount under, the perpetual subordinated debt securities(including additional amounts with respect thereto, if any) will be permanently written down to zero,
the Company shall be discharged and released from any and all of its obligations to pay principal of,interest on and any other amount under the perpetual subordinated debt securities (including
additional amounts with respect thereto, if any), and the perpetual subordinated debt securities will
be cancelled, in each case other than principal amount, interest and any additional amounts that havebecome due and payable prior to the occurrence of the Non-Viability Event and remain unpaid;(ii)

the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or
principal of the perpetual subordinated debt securities and (B) any additional amounts, in each case,
if and only to the extent that such interest, principal or additional amounts, as applicable, has becomedue and payable to the holders of such perpetual subordinated debt securities prior to the occurrenceof the Non-Viability Event and remain unpaid; and86

(iii)

the holders of the perpetual subordinated debt securities will be deemed to have irrevocably waived
their right to claim or receive, and will not have any rights against the Company with respect to, andcannot instruct the trustee to enforce, payment of principal of, or interest on, or any other amountunder, the perpetual subordinated debt securities (including additional amounts with respect thereto,
if any), except as described in paragraph (ii) above.

Notwithstanding anything to the contrary contained in the terms of the perpetual subordinated debt securities,
upon the occurrence of a Bankruptcy Event, no principal of, interest on, or other amount under, the perpetual
subordinated debt securities (including additional amounts with respect thereto, if any) (other than with respect toprincipal, interest and any additional amounts that have become due and payable prior to the occurrence of the
Bankruptcy Event and remain unpaid) shall thereafter become due, and immediately upon such occurrence:(i)

principal of, or interest on, or any other amount under, the perpetual subordinated debt securities(including additional amounts with respect thereto, if any) will be permanently written down to zero,
the Company shall be discharged and released from any and all of its obligations to pay principal of,and interest on and any other amount under the perpetual subordinated debt securities (including
additional amounts with respect thereto, if any), and the perpetual subordinated debt securities will
be cancelled, in each case other than principal amount, interest and any additional amounts that havebecome due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid;(ii)

the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or
principal of the perpetual subordinated debt securities and (B) any additional amounts, in each case,
if and only to the extent that such interest, principal or additional amounts, as applicable, has becomedue and payable to the holders of such perpetual subordinated debt securities prior to the occurrenceof the Bankruptcy Event and remain unpaid; and(iii)

the holders of the perpetual subordinated debt securities will be deemed to have irrevocably waived
their right to claim or receive, and will not have any rights against the Company with respect to, andcannot instruct the trustee to enforce, payment of principal of, or interest on, or any other amountunder, the perpetual subordinated debt securities (including additional amounts with respect thereto,
if any), except as described in paragraph (ii) above.

The events described in paragraphs (i) through (iii) in the above two paragraphs are referred to as a “WriteDown and Cancellation.”
Except for claims with respect to payments of principal of or interest on the perpetual subordinated debt
securities (including additional amounts with respect thereto, if any) that have become due and payable prior tothe occurrence of the Non-Viability Event or Bankruptcy Event and remain unpaid, as the case may be and as
described above, upon the occurrence of a Non-Viability Event or Bankruptcy Event, (a) the holders of theperpetual subordinated debt securities shall have no rights whatsoever under the Perpetual SubordinatedIndenture or the perpetual subordinated debt securities to take any action or enforce any rights or to instruct thetrustee to take any action or enforce any rights whatsoever, (b) except for any indemnity or security provided byany holder in such instruction or related to such instruction, any instruction previously given to the trustee by any
holders shall cease automatically and shall be deemed null and void and of no further effect, (c) no holder may
exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by theCompany arising under, or in connection with, the perpetual subordinated debt securities and each holder of
perpetual subordinated debt securities shall, by virtue of its holding of any perpetual subordinated debt securities,
be deemed to have irrevocably waived all such rights of set-off, compensation or retention and (d) no holder will
be entitled to make any claim in any bankruptcy, insolvency, civil rehabilitation, corporate reorganization or
liquidation proceedings involving the Company or have any ability to initiate or participate in any suchproceedings or do so through a representative.

87

“Bankruptcy Event” means any of the following events:(a)a competent court in Japan shall have commenced bankruptcy proceedings with respect to theCompany pursuant to the provisions of the Bankruptcy Law of Japan (Law No. 75 of 2004, as
amended) or any successor legislation thereto;(b)a competent court in Japan shall have commenced corporate reorganization proceedings with respect
to the Company pursuant to the provisions of the Corporate Reorganization Law of Japan (Law
No. 154 of 2002, as amended) or any successor legislation thereto;(c)a competent court in Japan shall have commenced civil rehabilitation proceedings with respect to theCompany pursuant to the provisions of the Civil Rehabilitation Law of Japan (Law No. 225 of 1999,
as amended) or any successor legislation thereto;(d)a special liquidation proceeding (tokubetsu seisan) shall have commenced by or with respect to theCompany under the Company Law; or(e)

the Company shall have become subject to bankruptcy, corporation reorganization, civil
rehabilitation, special liquidation or other equivalent proceeding pursuant to any applicable law ofany jurisdiction other than Japan.

A “Non-Viability Event” will be deemed to have occurred at the time that the Prime Minister of Japan
confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the
Deposit Insurance Act (or any successor provision thereto) need to be applied to the Company.
“Write-Down and Cancellation Date” means, upon the occurrence of a Non-Viability Event, the date thatshall be determined by the Company after consultation with the FSA or any other relevant Japanese supervisory
authority and shall be no later than ten Business Days following the date of the Write-Down and Cancellation
Notice.
The Company shall endeavor, as soon as practicable after the occurrence of a Non-Viability Event orBankruptcy Event, to deliver a written notice (a “Write-Down and Cancellation Notice”) to the holders of theperpetual subordinated debt securities, the trustee and the paying agent in accordance with the Perpetual
Subordinated Indenture, confirming, among other things, the occurrence of such Non-Viability Event orBankruptcy Event and the Write-Down and Cancellation Date or the date of occurrence of the Bankruptcy Event,
as applicable. Any failure or delay by the Company to provide a Write-Down and Cancellation Notice upon theoccurrence of a Non-Viability Event or Bankruptcy Event shall not change or delay the effect of the occurrenceof such Non-Viability Event or Bankruptcy Event on the Write-Down and Cancellation taking place on the
Write-Down and Cancellation Date or upon the occurrence of the Bankruptcy Event, as applicable, under theperpetual subordinated debt securities, nor give holders of the perpetual subordinated debt securities any rights asa result of such failure or delay.
Following the receipt of a Write-Down and Cancellation Notice by DTC, DTC will suspend all clearance
and settlement of the perpetual subordinated debt securities through DTC. After such suspension hascommenced, holders of beneficial interests in the perpetual subordinated debt securities will not be able to settle
the transfer of any perpetual subordinated debt securities through DTC, and any sale or other transfer of theperpetual subordinated debt securities that a holder may have initiated prior to such suspension that is scheduled
to settle after such suspension may be rejected by, and may not be settled within, DTC. Notwithstanding any
delay in, or unavailability of procedures of, DTC reflecting the Non-Viability Write-Down on its systems, theNon-Viability Write-Down shall take place on the relevant Write-Down and Cancellation Date or upon theoccurrence of the Bankruptcy Event, as applicable. See “Risk Factors—Risks Related to the Perpetual
Subordinated Debt Securities (AT1 Securities)—Following a Non-Viability Event, a Bankruptcy Event or a
Capital Ratio Event, clearance and settlement of AT1 Securities will be suspended and may not be completed as
expected or at all.”88Each holder of perpetual subordinated debt securities by its acceptance thereof shall thereby agree that if
any payment is made on its perpetual subordinated debt securities with respect to a payment obligation that did
not become due and payable prior to the occurrence of a Non-Viability Event or Bankruptcy Event, as the casemay be, then the payment of such amount shall be deemed null and void and such holder or the trustee or paying
agent (to the extent it has not paid such amount to any holder) (as the case may be) shall be obliged to return theamount of such payment within ten days after receiving notice of such null and void payment and shall also
thereby agree that any liabilities of the Company to such holder in respect of the perpetual subordinated debt
securities which was subject to the Write-Down and Cancellation as described above shall not be set off against
any liabilities of such holder owed to the Company.
Agreement to Write-Down and Cancellation
By subscribing for, purchasing or otherwise acquiring the perpetual subordinated debt securities, holders of
the perpetual subordinated debt securities consent to:(a)upon the occurrence of a Capital Ratio Event and a Going Concern Write-Down of the perpetual
subordinated debt securities, such holders being deemed to have irrevocably waived their right toclaim or receive, and not to have any rights against the Company with respect to, and cannot instruct
the trustee to enforce, the payment of Current Principal Amount of the perpetual subordinated debt
securities to the extent of the relevant Going Concern Write-Down Amount or interest thereon(including additional amounts with respect thereto, if any), as described under “—Write-Down upona Capital Ratio Event,” and being bound by the write-down provisions;(b)upon the occurrence of a Non-Viability Event or a Bankruptcy Event and a Write-Down andCancellation of the perpetual subordinated debt securities, such holders being deemed to haveirrevocably waived their right to claim or receive, and not to have any rights against the Company
with respect to, and cannot instruct the trustee to enforce, the payment of principal of or interest on
the perpetual subordinated debt securities (including additional amounts with respect thereto, if any)(except for any payments of principal, interest or other amounts that have become due and payableprior to the occurrence of such Non-Viability Event or Bankruptcy Event and remain unpaid), as
described under “—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy
Event,” and being bound by the write-down provisions;(c)upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or a
Liquidation Event after the issuance of a redemption notice, (1) the automatic rescission of any
redemption notice, (2) no redemption amount becoming due and payable, and (3) the perpetual
subordinated debt securities becoming subject to a Going Concern Write-Down or a Write-Down
and Cancellation or the subordination provisions, as the case may be, as described under“—Optional Redemption and Repurchases—Notices of Redemption”;(d)no such Going Concern Write-Down, Write-Down and Cancellation, or rescission in accordancewith the terms of the Perpetual Subordinated Indenture constituting a default or breach in payment orotherwise under the terms of the perpetual subordinated debt securities; and(e)such holder being deemed to have authorized, directed and requested DTC and any direct participant
in DTC or other intermediary through which it holds the perpetual subordinated debt securities, thetrustee and the registrar to take any and all necessary action, if required, to implement a Going
Concern Write-Down or Write-Down and Cancellation of the perpetual subordinated debt securities
without any further action or direction on the part of such holder.

Payment of Additional Amounts
All payments of principal and interest in respect of the perpetual subordinated debt securities by theCompany shall be made without withholding or deduction for, or on account of, any present or future taxes,
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duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or
any political sub-division of, or any authority in, or of, Japan having power to tax (“Japanese taxes”), unless suchwithholding or deduction is required by law. In that event, the Company shall pay to the holder of each perpetual
subordinated debt security such additional amounts (all such amounts being referred to herein as “additionalamounts”) as may be necessary so that the net amounts received by it after such withholding or deduction shallequal the respective amounts which would have been receivable in respect of such perpetual subordinated debt
security in the absence of such withholding or deduction.
However, no such additional amounts shall be payable in relation to any such withholding or deduction in
respect of any perpetual subordinated debt security:(i)to or on behalf of a holder or beneficial owner of a perpetual subordinated debt security who is liable
for such Japanese taxes in respect of such perpetual subordinated debt security by reason of its
having some connection with Japan other than the mere holding of such perpetual subordinated debt
security and the receipt of any payments in respect thereof or enforcement of rights in respect
thereof; or(ii)

to or on behalf of a holder or beneficial owner of a perpetual subordinated debt security (a) who
would otherwise be exempt from any such withholding or deduction but who fails to comply withany applicable requirement to provide certification, information, documents or other evidence
concerning its nationality, residence, identity or connection with Japan, including any requirement toprovide Interest Recipient Information (as defined below) or to submit a Written Application for Tax
Exemption (as defined below) to the Company, the trustee or a paying agent, as appropriate, or(b) whose Interest Recipient Information is not duly communicated through the Participant (asdefined below) and the relevant international clearing organization to the trustee or a paying agent,
as appropriate; or(iii)

to or on behalf of a holder or beneficial owner of a perpetual subordinated debt security who is forJapanese tax purposes treated as a resident of Japan or a Japanese corporation (except for (A) a
Designated Financial Institution (as defined below) who complies with the requirement to provide
Interest Recipient Information or to submit a Written Application for Tax Exemption and (B) aresident of Japan or a Japanese corporation who duly notifies (directly or through the Participant orotherwise) the trustee or a paying agent, as appropriate, of its status as not being subject to Japanesetaxes to be withheld or deducted by the Company, by reason of such individual resident of Japan orJapanese corporation receiving interest on the relevant perpetual subordinated debt security througha payment handling agent in Japan appointed by it); or(iv)

to or on behalf of a holder or beneficial owner of a perpetual subordinated debt security who is a
non-resident of Japan or a non-Japanese corporation that is a specially related person of theCompany as described in Article 6, Paragraph 4 of the Special Taxation Measures Act of Japan (ActNo. 26 of 1957, as amended; the “Special Taxation Measures Act”); or(v)

to or on behalf of a holder or beneficial owner of a perpetual subordinated debt security who presents
a perpetual subordinated debt security for payment (where presentation is required) more than 30days after the Relevant Date (as defined below), except to the extent that such holder or beneficial
owner of a perpetual subordinated debt security would have been entitled to such additional amounts
on presenting the same on any date during such 30-day period; or(vi)

to or on behalf of a holder of a perpetual subordinated debt security who is a fiduciary or partnershipor is not the sole beneficial owner of the payment of the principal of, or any interest on, any
perpetual subordinated debt security, and Japanese law requires the payment to be included for tax
purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of suchpartnership or a beneficial owner, in each case, who would not have been entitled to such additionalamounts had it been the holder of such perpetual subordinated debt security; or(vii) in any case that is a combination of any of (i) through (vi) above.
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In addition, no additional amounts will be payable for or on account of any deduction or withholding
imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code of 1986 (or any amended or
successor version of such Sections), the U.S. Treasury regulations thereunder and any other official guidance
thereunder (“FATCA”), any agreement (including any intergovernmental agreement) entered into with respect to
FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to,
FATCA, similar legislation under the laws of any other jurisdiction, or any such intergovernmental agreement.
Where a perpetual subordinated debt security is held through a participant of a clearing organization or afinancial intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by
the Company for, or on account of, Japanese taxes, if the relevant beneficial owner of a perpetual subordinateddebt security is (i) an individual non-resident of Japan or a non-Japanese corporation that in either case is not a
specially-related person of the Company or (ii) a Japanese financial institution (a “Designated Financial
Institution”) falling under certain categories prescribed by Article 6, Paragraph 11 of the Special Taxation
Measures Act and the cabinet order thereunder (Cabinet Order No. 43 of 1957, as amended) (together with theministerial ordinance and other regulations thereunder, the “Act”), all in accordance with the Act, such beneficial
owner of a perpetual subordinated debt security must, at the time of entrusting a Participant with the custody of
the relevant perpetual subordinated debt security, provide certain information prescribed by the Act to enable theParticipant to establish that such beneficial owner of a perpetual subordinated debt security is exempted from therequirement for Japanese taxes to be withheld or deducted (the “Interest Recipient Information”) and advise theParticipant if such beneficial owner of a perpetual subordinated debt security ceases to be so exempted, including
the case where the relevant beneficial owner of the perpetual subordinated debt security who is an individual
non-resident of Japan or a non-Japanese corporation becomes a specially-related person of the Company.
Where a perpetual subordinated debt security is not held by a Participant, in order to receive payments freeof withholding or deduction by the Company for, or on account of, Japanese taxes, if the relevant beneficial
owner of a perpetual subordinated debt security is (i) an individual non-resident of Japan or a non-Japanese
corporation that in either case is not a specially-related person of the Company or (ii) a Designated Financial
Institution, all in accordance with the Act, such beneficial owner of a perpetual subordinated debt security must,prior to each date on which it receives interest, submit to the Company, the trustee or a paying agent, as
appropriate, a written application for tax exemption (hikazei tekiyo shinkokusho) (a “Written Application for Tax
Exemption”) in the form obtainable from the Company, the trustee or any paying agent, as appropriate, stating,among other things, the name and address (and, if applicable, the Japanese individual or corporation ID number)of such beneficial owner of a perpetual subordinated debt security, the title of the perpetual subordinated debt
securities, the relevant interest payment date, the amount of interest payable and the fact that such beneficial
owner of a perpetual subordinated debt security is qualified to submit the Written Application for Tax
Exemption, together with documentary evidence regarding its identity and residence.
By subscribing for the perpetual subordinated debt securities, a holder of perpetual subordinated debt
securities will be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes,
neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a
non-Japanese corporation that in either case is a specially related person of the Company or (ii) a DesignatedFinancial Institution.
If (i) subsequent to making a payment on the perpetual subordinated debt securities without withholding or
deduction of Japanese taxes, the Company is required to remit to the Japanese taxing authority any amount inrespect of Japanese taxes that should have been withheld or deducted from such payment (together with any
interest and penalties) due to the failure of the beneficial owner to provide accurate Interest Recipient
Information or to otherwise properly claim an exemption from Japanese taxes imposed with respect to suchpayment, and (ii) such beneficial owner would not have been entitled to receive additional amounts with respect
to such payment had Japanese taxes been withheld from the payment when it was made, such beneficial owner(but not any subsequent beneficial owner of the perpetual subordinated debt securities) shall be required toreimburse the Company, in Japanese yen, for the amount remitted by the Company to the Japanese taxing
authority.
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As used in this section, the “Relevant Date” means the date on which any payment in respect of a perpetual
subordinated debt security first becomes due, except that, if the full amount of the moneys payable has not been
duly received by the trustee on or prior to such due date, it means the date on which, the full amount of suchmoneys having been so received, notice to that effect is duly given to the holders of perpetual subordinated debt
securities in accordance with the Perpetual Subordinated Indenture.
The obligation to pay additional amounts shall not apply to (i) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or other governmental charge or (ii) any tax, assessment or othergovernmental charge that is payable otherwise than by deduction or withholding from payments of principal orinterest on the perpetual subordinated debt securities; provided that, except as otherwise set forth in the perpetual
subordinated debt securities and the Perpetual Subordinated Indenture, the Company shall pay all stamp andother duties, if any, which may be imposed by Japan, the United States or any respective political subdivision or
any taxing authority thereof or therein, with respect to the Perpetual Subordinated Indenture or as a consequenceof the issuance of the perpetual subordinated debt securities.
References to principal or interest in respect of the perpetual subordinated debt securities shall be deemed toinclude any additional amounts due in respect of Japanese taxes which may be payable as set forth in theperpetual subordinated debt securities and the Perpetual Subordinated Indenture.
No Events of Default or Rights of Acceleration
Non-payment of principal of or interest on the perpetual subordinated debt securities (including additionalamounts with respect thereto, if any) or breach of covenants in the Perpetual Subordinated Indenture or theperpetual subordinated debt securities or any other event shall not constitute an event of default or an event ofacceleration under the Perpetual Subordinated Indenture or the perpetual subordinated debt securities or give riseto any right of the holders or the trustee to declare the principal of or interest on the perpetual subordinated debt
securities to be due and payable or accelerate any payment of such principal or interest, and there are no eventsof default or circumstances in respect of the perpetual subordinated debt securities that entitle the holders of
perpetual subordinated debt securities or the trustee to require that the perpetual subordinated debt securities
become immediately due and payable. See “Risk Factors—Risks Related to the Perpetual Subordinated Debt
Securities (AT1 Securities)—The remedies available to you as holders of the AT1 Securities are limited.”
Upon the occurrence and continuation of a Liquidation Event, holders of the perpetual subordinated debt
securities shall have a Liquidation Claim, payment of which is subject to the subordination provisions describedunder “—Subordination.” The only action the trustee (acting on behalf of the holders) or the holders maypractically take against the Company upon a Liquidation Event might be to file their Liquidation Claims in theliquidation proceeding of the Company pursuant to the laws of Japan, subject to the subordination provisions
described under “—Subordination.”
Pursuant to the Perpetual Subordinated Indenture, the trustee shall give notice by mail to the holders of theperpetual subordinated debt securities of all events which could lead to a breach known to the trustee that has
occurred with respect to the perpetual subordinated debt securities, provided that the trustee may, in certain
limited circumstances, withhold such notice. The trustee shall transmit the notice within 90 days of suchoccurrence, unless all events which could lead to a breach have been cured before transmission of such notice.
Application of Proceeds
Any money collected from the Company by a trustee under the Perpetual Subordinated Indenture, subject tothe subordination provisions, write-down provisions and interest cancellation provisions described above, shallbe applied in the order described below:(i)first, to the payment of costs and expenses (including indemnity payments) applicable to the series of
perpetual subordinated debt securities for which money was collected, including reasonable
compensation to the applicable trustee and any paying agent;
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(ii)

second, if payment is not due on the principal of the series of perpetual subordinated debt securities
for which money was collected, to the payment of interest on such series of perpetual subordinateddebt securities;(iii)

third, if payment is due on the principal of the series of perpetual subordinated debt securities forwhich money was collected, to the payment of the whole amount then owing and unpaid upon all of
the series of perpetual subordinated debt securities for principal and interest, with interest on theoverdue principal; and in case the money collected shall be insufficient to pay in full the wholeamount so due and unpaid upon the series of perpetual subordinated debt securities, then to thepayment of principal and interest without preference or priority of principal over interest, ratably tothe aggregate of such principal and accrued and unpaid interest; and(iv)

finally, to the payment of the remainder, if any, to the Company or any other person lawfully entitledthereto.

Indemnification of Trustee for Actions Taken on Your Behalf
The Perpetual Subordinated Indenture provides that the trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the holders of perpetual
subordinated debt securities (including, but not limited to, instructions given to it by any holders that are deemednull and void and of no further effect following a Non-Viability Event, Bankruptcy Event or Capital Ratio Event)relating to the time, method and place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred upon the trustee. In addition, the Perpetual Subordinated Indenture
contains a provision entitling the trustee to be indemnified and/or secured to its satisfaction by the holders of
perpetual subordinated debt securities under the Perpetual Subordinated Indenture before proceeding to exercise
any right or power at the request of holders.
Limitation on Suits by You as an Individual Holder of Perpetual Subordinated Debt Securities
The Perpetual Subordinated Indenture provides that no individual holder of perpetual subordinated debt
securities may institute any action against the Company under the Perpetual Subordinated Indenture, unless thefollowing actions have occurred:(i)the holder must have previously given written notice to the trustee of the continuing breach;(ii)

the holders of not less than 25% in aggregate principal amount of the outstanding perpetual
subordinated debt securities of each affected series, with each such series treated as a single class,must have:(a)made written request to the trustee to institute that action; and(b)offered the trustee indemnity and/or security to its satisfaction;(iii)

the trustee must have failed to institute that action within 60 days after receipt of the request referred
to in (ii) above; and(iv)

the holders of a majority in principal amount of the outstanding perpetual subordinated debt
securities of each affected series, voting as one class, must not have given written directions to thetrustee inconsistent with those of the holders referred to above.

Notwithstanding any other provision in the Perpetual Subordinated Indenture and any provision of theperpetual subordinated debt securities, the right of any holder of any perpetual subordinated debt security toreceive payment of the principal of and interest on such perpetual subordinated debt securities on or after any
respective due dates expressed in such perpetual subordinated debt securities, or to institute suit for theenforcement of any such payment on or after such respective dates, shall not be impaired or affected without theconsent of such holder.
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Notwithstanding the foregoing, by purchasing or acquiring the perpetual subordinated debt securities, youagree to the limitations, suspension and waiver of rights triggered by an event triggering any Going Concern
Write-Down, Write-Down and Cancellation, interest cancellation and subordination. For the avoidance of doubt,
nothing shall be construed to impair the effectiveness of the going concern, non-viability and bankruptcy writedown provisions, the interest cancellation provisions, the subordination provisions set forth in the Perpetual
Subordinated Indenture or related provisions of the perpetual subordinated debt securities.
Covenants
Consolidation, Merger, Sale or Conveyance. The Perpetual Subordinated Indenture contains provisions
permitting the Company, without the consent of the holders of the perpetual subordinated debt securities, tomerge or consolidate with or merge into, or sell, assign, transfer, lease or convey all or substantially all of its
properties or assets to any person or persons, provided that the successor corporation or corporations, if an entity
other than the Company is a joint stock company organized and existing under the laws of Japan, assumes theCompany’s obligations on the perpetual subordinated debt securities and under the Perpetual SubordinatedIndenture and certain other conditions are met, including that, immediately after giving effect to such transaction,
no Bankruptcy Event under the Perpetual Subordinated Indenture has occurred and is continuing.
Evidence of the Company’s Compliance. There are provisions in the Perpetual Subordinated Indenture
requiring the Company to furnish to the trustee each year a brief certificate from the Company’s principal
executive, financial or accounting officer as to his or her knowledge of the Company’s compliance with allconditions and covenants under the Perpetual Subordinated Indenture.
Under the Perpetual Subordinated Indenture, subject to the provisions as described under “—No Events of
Default or Rights of Acceleration,” unless otherwise set forth in the applicable prospectus supplement, a“breach” with respect to the perpetual subordinated debt securities of any series means each one of the following
events which shall have occurred and be continuing:(i)the Company’s failure to pay the principal, if, when and to the extent due, or, to pay the interest
when due unless the Company determined to cancel such interest payment in respect of any series ofthe perpetual subordinated debt securities, and the continuance of any such failure for a period of 30days after the date when due, unless the Company shall have cured such failure by payment withinsuch period,(ii)

the Company’s failure to duly perform or observe any other term, covenant or agreement containedin any of the perpetual subordinated debt securities of such series or in the Perpetual SubordinatedIndenture in respect of the perpetual subordinated debt securities of such series for a period of
90 days after the date on which written notice of such failure, requiring the Company to remedy thesame, shall have been given first to the Company (and to the trustee in the case of notice by theholders referred to below) by the trustee or holders of at least 25% in principal amount of the thenoutstanding perpetual subordinated securities of such series (such notification must specify thebreach, demand that it be remedied and state that the notification is a “Notice of Breach” under the
Perpetual Subordinated Indenture), or(iii)

any other breach provided in any applicable supplemental indenture or in the perpetual subordinateddebt securities of such series.

Discharge
Unless otherwise set forth in a supplemental indenture and disclosed in the applicable prospectus
supplement, the Company may discharge all of its obligations, other than as to transfers and exchanges, under the
Perpetual Subordinated Indenture after it has:(i)redeemed all perpetual subordinated debt securities outstanding under the Perpetual SubordinatedIndenture in accordance with the redemption provisions described in “—Optional Redemption and
Repurchases”;
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(ii)

delivered to the trustee, the paying agent or register, as applicable, for cancellation all of theoutstanding perpetual subordinated debt securities; or(iii)

all securities of a series outstanding under the Perpetual Subordinated Indenture shall have beencancelled in connection with a write-down upon occurrence of a Non-Viability Event or Bankruptcy
Event as provided in the Perpetual Subordinated Indenture.

Modification of the Perpetual Subordinated Indenture
Modification without Consent of Holders. The Company and the trustee may enter into supplemental
indentures without the consent of the holders of perpetual subordinated debt securities issued under the Perpetual
Subordinated Indenture to:(i)evidence the assumption by a successor corporation of the Company’s obligations;(ii)

add covenants for the protection of the holders of perpetual subordinated debt securities;(iii)

cure any ambiguity or correct any inconsistency or manifest error;(iv)

add to, change or eliminate any of the provisions of the Perpetual Subordinated Indenture (provided
that such addition, change or elimination shall not adversely affect the interests of the holders of any
outstanding series of perpetual subordinated debt securities in any material respect);(v)

establish the forms or terms of any series of perpetual subordinated debt securities;(vi)

evidence the acceptance of appointment by a successor trustee;(vii)

remove, amend or modify the going-concern, non-viability or bankruptcy write-down provisions or
the cancellation of interest payment provisions; provided that such removal, amendment or
modification does not adversely affect the interests of the holders of the perpetual subordinated debt
securities in any material respect or the treatment of the perpetual subordinated debt securities as theCompany’s Additional Tier 1 Capital; or(viii) effect any changes to the Perpetual Subordinated Indenture in a manner necessary to comply with theprocedures of DTC, Euroclear or Clearstream or any applicable clearing system.
Modification with Consent of Holders. Each of the Company and the trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of each affected series of outstanding perpetual
subordinated debt securities, with each such series voting as one class, may add any provisions to, or change inany manner or eliminate any of the provisions of, the Perpetual Subordinated Indenture or modify in any manner
the rights of the holders of the perpetual subordinated debt securities issued pursuant to the Perpetual
Subordinated Indenture. However, the Company and the trustee may not make any of the following changes toany outstanding perpetual subordinated debt security without the consent of each holder that would be affectedby the change:(i)reduce the principal amount thereof (other than upon the occurrence of a Capital Ratio Event,
Non-Viability Event or Bankruptcy Event or Liquidation Event, as provided in the Perpetual
Subordinated Indenture);(ii)

reduce the rate or extend the time of payment of interest (other than upon the occurrence of a Capital
Ratio Event, Non-Viability Event or Bankruptcy Event or Liquidation Event, or due to thecancellation of interest as provided in the Perpetual Subordinated Indenture);(iii)

reduce any amount payable on redemption (other than upon the occurrence of a Capital Ratio Event,
Non-Viability Event or Bankruptcy Event or Liquidation Event as provided in the Perpetual
Subordinated Indenture);(iv)

change the currency or other terms in or under which the principal, including any amount of originalissue discount, premium, or interest on the security is payable;
95

(v)

change any of the Company’s obligations to pay any additional amounts on perpetual subordinateddebt securities for any tax, assessment or governmental charge withheld or deducted (if any);(vi)

modify or amend any provisions relating to the agreement to subordinate and the terms ofsubordination of the perpetual subordinated debt securities of any particular series pursuant to the
Perpetual Subordinated Indenture;(vii)

remove, amend or modify the going-concern, non-viability or bankruptcy write-down provisions or
the cancellation of interest payment provisions in a manner not permitted to be accomplished withoutobtaining consent of holders;(viii) impair the right of any holder to institute suit for any payment on any perpetual subordinated debt
security when due; or(ix)

reduce the percentage of perpetual subordinated debt securities the consent of whose holders is
required for modification of the Perpetual Subordinated Indenture.

Further Issuances
The Company reserves the right, from time to time, without the consent of the holders of the perpetual
subordinated debt securities, to issue additional perpetual subordinated debt securities on terms and conditions
identical to those of the perpetual subordinated debt securities of a series offered by this prospectus and theapplicable prospectus supplement, which additional perpetual subordinated debt securities shall increase theaggregate principal amount of, and shall be consolidated and form a single series with, the relevant series of theperpetual subordinated debt securities.
The Company may also issue other securities under the relevant indenture as part of a separate series thathave different terms from the perpetual subordinated debt securities.
Concerning the Trustee
Any trustee appointed pursuant to the Perpetual Subordinated Indenture will have and will be subject to allof the duties and responsibilities under the Perpetual Subordinated Indenture and those with respect to anindenture trustee under the Trust Indenture Act.
The Perpetual Subordinated Indenture provides that upon the occurrence of a breach, the trustee will
exercise the rights and powers vested in it by the Perpetual Subordinated Indenture, using the same degree of careand skill as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. In
the absence of a breach , the trustee need only perform those duties that are specifically set forth in the applicableindenture or are applicable pursuant to the Trust Indenture Act.
Subject to the Perpetual Subordinated Indenture and the provisions of the Trust Indenture Act, the trustee
will be under no obligation to exercise any rights, trusts or powers conferred under the Perpetual SubordinatedIndenture or the perpetual subordinated debt securities for the benefit of the holders of the perpetual subordinateddebt securities, unless the holders have offered to the trustee indemnity and/or security satisfactory to the trustee
against any loss, cost, liability or expense which might be incurred by it in exercising any such rights, trusts or
powers.
The Perpetual Subordinated Indenture and the Trust Indenture Act contain limitations on the rights of thetrustee thereunder, should it become a creditor of the Company or any of its subsidiaries, to obtain payment ofclaims in certain cases or to realize on certain property received by it in respect of any such claims, as security orotherwise. The trustee is permitted to serve as trustee under the Perpetual Subordinated Indenture and to engage
in other transactions, provided that if it acquires any conflicting interest (as defined in Section 310(b) of the Trust
Indenture Act), it must eliminate such conflict or resign.
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The Company and its subsidiaries and affiliates may maintain ordinary banking relationships and custodial
facilities with any trustee or its affiliates.
The trustee shall not be under any duty to determine, calculate or verify any amount payable to holders
under the Perpetual Subordinated Indenture (including any write-down amounts) and with regards to theperpetual subordinated debt securities and the trustee will not be responsible to the holders or any other person
for any loss or liability arising from any failure by it to do so.
Neither the trustee nor any agent will be responsible in any way whatsoever for any investment decision
made by a holder.

Successor Trustee
The Perpetual Subordinated Indenture provides that the trustee with respect to a series of perpetual
subordinated debt securities may resign or be removed by the Company, effective upon acceptance by asuccessor trustee of its appointment. The Perpetual Subordinated Indenture requires that any successor trustee
shall be a corporation with a combined capital and surplus of not less than U.S.$ 50,000,000. The Perpetual
Subordinated Indenture and the Trust Indenture Act require that any successor trustee shall be a corporation,
association, company or business trust organized and doing business under the laws of the United States or any
jurisdiction thereof or any state or territory or of the District of Columbia. No person may accept its appointment
as a successor trustee unless at the time of such acceptance such successor trustee is qualified and eligible under
the Perpetual Subordinated Indenture and the applicable provisions of the Trust Indenture Act.

Repayment of Funds
The Perpetual Subordinated Indenture provides that all monies paid by the Company to the trustee or paying
agent for a particular series of perpetual subordinated debt securities for payment of principal or interest on any
perpetual subordinated debt security which remains unclaimed at the end of two years after such payment shallbecome due and payable will be repaid to the Company and all liability of the trustee or paying agent withrespect thereto will cease, and to the extent permitted by law, the holder of such perpetual subordinated debt
securities shall thereafter look only to the Company for any payment which such holder may be entitled tocollect.

New York Law to Govern
The Perpetual Subordinated Indenture is, and the perpetual subordinated debt securities will be, governed byand construed in accordance with the laws of the State of New York.

Consent to Service of Process and Submission to Jurisdiction
Under the Perpetual Subordinated Indenture, the Company irrevocably designates Mitsubishi UFJ Financial
Group, Inc., Attention: General Manager, with offices currently at 1251 Avenue of the Americas, 43rd Floor, New
York, NY 10020 as its authorized agent for service of process in any legal action or proceeding arising out of or
relating to the Perpetual Subordinated Indenture or the perpetual subordinated debt securities brought in any
federal or state court in the County of New York, and the Company irrevocably submits to the jurisdiction of
those courts. However, upon the occurrence of a Liquidation Event, holders of the perpetual subordinated debt
securities may be required as a practical matter to pursue their claims with respect to the perpetual subordinateddebt securities in Japan in accordance with the subordination provisions of the perpetual subordinated debt
securities.
97Perpetual Subordinated Debt Securities Denominated in Foreign Currencies
Whenever the Perpetual Subordinated Indenture provides for an action by, or the determination of, any of
the rights of, or any distribution to, holders of perpetual subordinated debt securities, in the absence of any
provision to the contrary, any amount in respect of any perpetual subordinated debt security denominated in acurrency or currency unit other than U.S. dollars may be treated for purposes of taking any such action or
distribution as the amount of U.S. dollars that could reasonably be exchanged for such non-U.S. dollar amount.
This amount will be calculated as of a date that the Company specifies to the paying agent or, if the Company
fails to specify a date, on a date that the paying agent may determine.
Registration, Transfer and Exchange of Perpetual Subordinated Debt Securities
The registrar will maintain at its corporate trust office a register with respect to the perpetual subordinateddebt securities. The name of the registered holder of each perpetual subordinated debt security will be recorded in
the register. The Company, the trustee, the registrar and the paying agent may treat the person in whose name any
perpetual subordinated debt security is registered as the absolute owner of the perpetual subordinated debt
security for all purposes and none of them shall be affected by any notice to the contrary.
At the option of the holder of perpetual subordinated debt securities, subject to the restrictions contained in
the perpetual subordinated debt security and in the Perpetual Subordinated Indenture, the perpetual subordinateddebt security may be transferred or exchanged for a like aggregate principal amount of perpetual subordinateddebt securities of different authorized denominations, upon surrender for exchange or registration of transfer, atthe corporate trust office of the trustee. Any perpetual subordinated debt security surrendered for exchange orpresented for registration of transfer shall be duly endorsed, or be accompanied by a written instrument oftransfer or other documentation in a form identified in the Perpetual Subordinated Indenture. perpetual
subordinated debt securities issued upon exchange or transfer shall be registered in the name of the holder of
perpetual subordinated debt securities requesting the exchange or, as the case may be, the designated transferee
or transferees and delivered at the trustee’s office, or mailed, at the request, risk and expense of, and to theaddress requested by, the designated transferee or transferees. No service charge, other than any cost of delivery
not made by regular mail, shall be imposed for any transfer or exchange of perpetual subordinated debt
securities, but the Company or the trustee may require payment of a sum sufficient to cover any stamp duty, tax
or governmental charge or insurance charge that may be imposed in connection with any transfer or exchange of
perpetual subordinated debt securities.
Upon the transfer, exchange or replacement of certificated perpetual subordinated debt securities bearing thelegend, the trustee will deliver only certificated perpetual subordinated debt securities bearing such legend unlessthe Company otherwise consents.
Trustee, Paying Agent and Registrar
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability, will initially act as trustee, paying agent and registrar for the perpetual
subordinated debt securities. The Company may change the paying agent or registrar without prior notice to theholders of the perpetual subordinated debt securities, and the Company or any of its subsidiaries may act as
paying agent or registrar. The applicable prospectus supplement will name any such successor trustee, paying
agent, registrar and, if applicable, calculation agent with respect to the series of perpetual subordinated debt
securities being offered by such prospectus supplement.
The trustee is located at 240 Greenwich Street, New York, NY 10286.

98Authenticating AgentThe Perpetual Subordinated Indenture permits the trustee to appoint an authenticating agent or agents withrespect to the perpetual subordinated debt securities issued under such indenture. Such authenticating agent will
be authorized to act on behalf of the trustee to authenticate the perpetual subordinated debt securities, andperpetual subordinated debt securities authenticated by such authenticating agent will be entitled to the benefitsof the Perpetual Subordinated Indenture and valid and obligatory for all purposes as if authenticated by thetrustee. The trustee may change the authenticating agent at any time, as more fully described in the Perpetual
Subordinated Indenture.

99

CLEARANCE AND SETTLEMENT
Book-Entry; Delivery and FormDTC
The debt securities will initially be issued to investors only in book-entry form. Each series of debt
securities will initially be in the form of one or more fully registered Global Notes. The Global Notes will be
issued and registered in the name of Cede & Co., acting as nominee for DTC, which will act as securities
depositary for the debt securities. The Global Notes will initially be deposited with a custodian for DTC.
Any beneficial interest in one of the Global Notes that is transferred to an entity that takes delivery in theform of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note andbecome an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions,
if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains
such an interest.
Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC(“participants”), or persons who hold interests through participants (including Euroclear and Clearstream).
Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will beeffected only through, records maintained by DTC or its nominee (with respect to interests of participants) andthe records of participants (with respect to interests of persons other than participants). Unless and until debt
securities in certificated form are issued, the only holder of the debt securities will be Cede & Co., as nominee of
DTC, or the nominee of a successor depositary.
DTC advises that it is a limited purpose trust company organized under the New York Banking Law, a“banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a“Clearing Agency” registered pursuant to the provisions of Section 17A of the U.S. Securities Exchange Act of1934, as amended, or the U.S. Exchange Act. DTC holds securities for its participants and facilitates theclearance and settlement of securities transactions between participants through electronic book-entry changes inaccounts of its participants, thereby eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain otherorganizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly(“indirect participants”).
Notwithstanding anything to the contrary herein or in the Senior Indenture, the Fixed-Term SubordinatedIndenture or Perpetual Subordinated Indenture, in considering the interests of holder of debt securities while the
Global Note is held on behalf of, or registered in the name of any nominee for, a clearing system, the trustee may
have regard to any certificate, report or any other information provided to it by the clearing systems or its
operator as to the identity (either individually or by category) of its accountholders with entitlements to the
Global Note and may consider such interests as if such accountholders were the holder of the debt securities
represented by the Global Note. The trustee may call for any certificate or other document to be issued by theclearing systems as to the principal amount of debt securities evidenced by the Global Note standing to theaccount of any accountholders. Any such certificate or other document issued by the clearing systems shall beconclusive and binding for all purposes. The trustee shall not be liable to any holder of debt securities, theCompany or any other person by reason of having accepted as valid or not having rejected any certificate or otherdocument to such effect purporting to be issued by the relevant clearing system and subsequently found to beforged or not authentic or not to be correct.
Euroclear
Euroclear holds securities and book-entry interests in securities for participating organizations and facilitates
the clearance and settlement of securities transactions between Euroclear participants, and between Euroclear
100participants and participants of certain other securities intermediaries through electronic book-entry changes inaccounts of such participants or other securities intermediaries. Euroclear provides Euroclear participants, among
other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, andrelated services. Euroclear participants are investment banks, securities brokers and dealers, banks, central banks,
supranationals, custodians, investment managers, corporations, trust companies and certain other organizations.
Non-participants in the Euroclear system may hold and transfer book-entry interests in the debt securities throughaccounts with a participant in the Euroclear system or any other securities intermediary that holds a book-entry
interest in the securities through one or more securities intermediaries standing between such other securities
intermediary and Euroclear.
Investors electing to acquire, hold or transfer debt securities through an account with Euroclear or someother securities intermediary must follow the settlement procedures of such intermediary with respect to thesettlement of secondary market transactions in debt securities. Euroclear will not monitor or enforce any transfer
restrictions with respect to the debt securities. Investors that acquire, hold and transfer interests in the debt
securities by book-entry through accounts with Euroclear or any other securities intermediary are subject to thelaws and contractual provisions governing their relationship with their intermediary, as well as the laws andcontractual provisions governing the relationship between such intermediary and each other intermediary, if any,
standing between themselves and the individual debt securities.
Euroclear has advised that, under Belgian law, investors that are credited with securities on the records ofEuroclear have a co-property right in the fungible pool of interests in securities on deposit with Euroclear in an
amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency ofEuroclear, Euroclear participants would have a right under Belgian law to the return of the amount and type ofinterests in securities credited to their accounts with Euroclear. If Euroclear did not have a sufficient amount ofinterests in securities on deposit of a particular type to cover the claims of all participants credited with suchinterests in securities on Euroclear’s records, all participants having an amount of interests in securities of such
type credited to their accounts with Euroclear would have the right under Belgian law to the return of their pro
rata share of the amount of interests in securities actually on deposit. Under Belgian law, Euroclear is required topass on the benefits of ownership in any interests in debt securities on deposit with it (such as dividends, voting
rights and other entitlements) to any person credited with such interests in securities on its records.
Distributions with respect to the debt securities held beneficially through Euroclear will be credited to the
cash accounts of Euroclear participants in accordance with the Euroclear terms and conditions.
Clearstream
Clearstream advises that it is incorporated under the laws of Luxembourg and licensed as a bank andprofessional depositary. Clearstream holds securities for its participating organizations and facilitates theclearance and settlement of securities transactions among its participants through electronic book-entry changes
in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream
provides to its participants, among other things, services for safekeeping, administration, clearance andsettlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces withdomestic markets in several countries. Clearstream has established an electronic bridge with the Euroclear
operator to facilitate the settlement of trades between Clearstream and Euroclear. As a registered bank in
Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector. Clearstream customers are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the UnitedStates, Clearstream customers are limited to securities brokers and dealers and banks, and may include theunderwriters of an offering of debt securities. Other institutions that maintain a custodial relationship with a
Clearstream customer may obtain indirect access to Clearstream. Clearstream is an indirect participant in DTC.
Distributions with respect to debt securities held beneficially through Clearstream will be credited to cash
accounts of Clearstream participants in accordance with its rules and procedures.
101

Transfers
Purchases of debt securities within the DTC system must be made by or through DTC participants, which
will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser ofdebt securities, a beneficial owner of an interest in a Global Note, is in turn to be recorded on the DTC
participants’ and indirect participants’ records. Beneficial owners of interests in a Global Note will not receive
written confirmation from DTC of their purchases, but they are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their holdings, from the DTC participants
or indirect participants through which they purchased the debt securities. Transfers of ownership interests in thedebt securities are to be accomplished by entries made on the books of DTC participants and indirect participants
acting on behalf of beneficial owners of interests in a Global Note. Beneficial owners of interests in a Global
Note will not receive debt securities in certificated form representing their ownership interests in the debt
securities unless use of the book-entry system for the debt securities is discontinued.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules
and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will beeffected in the ordinary way in accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the debt securities, cross-market transfers
between persons holding, directly or indirectly through DTC, on the one hand, and directly or indirectly throughEuroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC rules onbehalf of the relevant European international clearing system by the relevant European depositary; however,those cross-market transactions will require delivery of instructions to the relevant European international
clearing system by the counterparty in that system in accordance with its rules and procedures and within its
established deadlines (European time). The relevant European international clearing system will, if thetransaction meets its settlement requirements, deliver instructions to the relevant European depositary to takeaction to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.
Euroclear and Clearstream participants may not deliver instructions directly to the European depositaries.
Because of time zone differences, credits of securities received in Euroclear or Clearstream as a result of atransaction with a person that does not hold the debt securities through Euroclear or Clearstream will be madeduring subsequent securities settlement processing and dated the business day following the DTC settlement
date. Those credits or any transactions in those securities settled during that processing will be reported to therelevant Euroclear or Clearstream participants on that business day. Cash received in Euroclear or Clearstream asa result of sales of securities by or through a Euroclear participant or a Clearstream participant to a DTC
participant will be received with value on the DTC settlement date, but will be available in the relevant Euroclear
or Clearstream cash account only as of the business day following settlement in DTC.
Limitations on Responsibilities
DTC, Euroclear and Clearstream have no knowledge of the actual beneficial owners of interests in a Global
Note. DTC’s records reflect only the identity of the DTC participants to whose accounts those debt securities are
credited, which may or may not be the beneficial owners of interests in a Global Note. Similarly, the records ofEuroclear and Clearstream reflect only the identity of the Euroclear or Clearstream participants to whose
accounts those debt securities are credited, which also may or may not be the beneficial owners of interests in a
Global Note. DTC, Euroclear and Clearstream participants and indirect participants will remain responsible forkeeping account of their holdings on behalf of their customers.
DTC’s Procedures for Notices, Voting and Payments
So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or that nominee, as
the case may be, will be considered the sole owner or holder of the debt securities represented by the Global Note102

for all purposes under the debt securities and the Senior Indenture, the Fixed-Term Subordinated Indenture andPerpetual Subordinated Indenture, as applicable. No beneficial owner of an interest in a Global Note will be able
to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided forunder Senior Indenture, the Fixed-Term Subordinated Indenture or the Perpetual Subordinated Indenture, asapplicable.
The Company expects that DTC will take any action permitted to be taken by a holder of debt securities,
including the presentation of debt securities for exchange, only at the direction of one or more of its participants
to whose account DTC’s interests in the Global Notes are credited and only in respect of that portion of theaggregate principal amount of debt securities as to which that participant or participants has or have given the
direction.
Conveyance of notices and other communications by DTC to its participants, by those participants to its
indirect participants, and by participants and indirect participants to beneficial owners of interests in a Global
Note will be governed by arrangements among them, subject to any statutory or regulatory requirements as may
be in effect from time to time.
The trustee will send any notices in respect of the debt securities held in book-entry form in accordance withthe applicable rules and procedures of DTC.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the debt
securities unless authorized by a participant in accordance with DTC’s procedures. Under its usual procedures,
DTC mails an omnibus proxy to the Company as soon as possible after the record date. The omnibus proxyassigns Cede & Co.’s consenting or voting rights to those participants to whose account the debt securities are
credited on the record date.
Payment of principal of and interest on the debt securities held in book-entry form will be made to Cede &Co. or another nominee of DTC by the paying agent in immediately available funds. DTC’s practice is to credit
its participants’ accounts on the relevant payment date in accordance with their respective holdings shown on
DTC’s records. Payments by DTC’s participants and indirect participants to beneficial owners of interests in a
Global Note will be governed by standing instructions and customary practices, and will be the responsibility of
those participants and indirect participants and not of DTC or the Company, subject to any statutory or regulatory
requirements that may be in effect from time to time. Payment of principal of and interest on the debt securities
or other amounts to DTC is the responsibility of the Company, disbursement of these payments to participants is
the responsibility of DTC, and disbursement of those payments to the beneficial owner of an interest in a Global
Note is the responsibility of participants and indirect participants.
Although DTC, Euroclear and Clearstream are expected to follow the foregoing procedures in order tofacilitate transfers of interests in a Global Note among participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued
at any time. Neither the Company nor the trustee will have any responsibility for the performance by DTC,
Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations
under the rules and procedures governing their respective operations.
Exchange of Global Notes for Certificated Notes
If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor
depositary is not appointed within 90 days, or if there shall have occurred and be continuing an acceleration eventwith respect to the debt securities, the Company will issue debt securities in certificated form in exchange for the
Global Notes. The certificated debt securities delivered in exchange for beneficial interests in any Global Note will
be registered in the names requested by or on behalf of DTC (in accordance with its customary procedures). Anysuch exchange shall be made free of charge to the beneficial owners of the Global Notes, except that a person
receiving certificated debt securities must bear the cost of insurance, postage, transportation and other related costs103

in the event that such person does not take delivery of such certificated debt securities at the offices of the trustee or
the paying agent. The debt securities are not issuable in bearer form. Except in the limited circumstances describedabove, owners of interests in the Global Notes will not be entitled to receive physical delivery of debt securities incertificated form.
Payment of principal and interest in respect of the certificated debt securities shall be payable at the office ofagency of the Company in the City of New York which shall initially be the corporate trust office of the trustee,
at 240 Greenwich Street, New York, NY 10286, USA, or at the office of the paying agent (which shall initiallybe The Bank of New York Mellon), provided that, at the option of the Company, payment may be made by wiretransfer or by mailing checks for such interest payable to or upon the written order of such holders at their last
addresses as they appear on the registry books of the Company (in the case of registered securities) or at suchother addresses as may be specified in the written orders of the holders; and provided further that, payments ofany interest on certificated debt securities (other than at maturity) may be made by the paying agent, in the caseof a registered holder of at least U.S.$10,000,000 principal amount of debt securities, by electronic funds transferof immediately available funds to a United States dollar account maintained by the payee, provided suchregistered holder so elects by giving written notice to the trustee designating such account, no later than 15 days
immediately preceding the relevant date for payment (or such other date as the trustee may accept in its
discretion). Unless such designation is revoked, any such designation made by such holder with respect to suchdebt securities shall remain in effect with respect to any future payments with respect to such debt securities
payable to such holder.

104

TAXATION
The following summaries are not intended as a complete analysis of the tax consequences under Japaneseor United States federal income tax laws as a result of the purchase, ownership and sale of the debt securities byinvestors. Potential investors should consult with their own tax advisers on the tax consequences of the purchase,ownership, sale, and other relevant circumstances concerning the debt securities, including specifically theapplicable tax consequences under Japanese or United States federal income tax laws, the law of the jurisdictionof their country of residence (if relevant) and any tax treaty between Japan and their country of residence.
Japanese Taxation
The following is a general description of certain Japanese tax aspects of the debt securities and does not
purport to be a comprehensive description of the tax aspects of the debt securities. Prospective purchasers
should note that, although the general tax information on Japanese taxation is described hereunder for
convenience, the statements below are general in nature and not exhaustive. Prospective purchasers are advised
to consult their own legal, tax, accountancy or other professional advisors in order to ascertain their particular
circumstances regarding taxation.
The statements below are based on current tax laws and regulations in Japan and current tax treaties
executed by Japan all as in effect on the date hereof as well as current official interpretation of the Japanese tax
authority thereof, all of which are subject to change or differing interpretations (possibly with retroactive effect).
Neither such statements nor any other statements in this document are to be regarded as advice on the tax
position of any beneficial owner of the debt securities or any person purchasing, selling or otherwise dealing in
the debt securities or any tax implication arising from the purchase, sale or other dealings in respect of the debt
securities.
The Debt Securities
The senior debt securities or the fixed-term subordinated debt securities do not fall under the concept of
so-called “taxable linked notes” as described in Article 6, Paragraph 4 of the Special Taxation Measures Act, i.e.,
notes of which the amount of interest is to be calculated by reference to certain indexes (as prescribed by the
Cabinet Order under the Special Taxation Measures Act) relating to the Company or a specially-related person of
the Company (as defined below).
The AT1 Securities, according to the ruling issued by the Japanese tax authority, should not be determined
to fall under the concept of “taxable linked notes,” solely because of the feature of the AT1 Securities that, undercertain prescribed conditions, interest payments may be cancelled and the principal may be written down with apotential of a future reinstatement.
Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes
Gains derived from the sale of debt securities outside Japan by an individual non-resident of Japan or a
non-Japanese corporation having no permanent establishment within Japan are, in general, not subject toJapanese income tax or corporate tax.
No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japanby holders of debt securities in connection with the issue of the debt securities, nor will such taxes be payable byholders of debt securities in connection with their transfer if such transfer takes place outside Japan.
Japanese inheritance tax or gift tax at progressive rates may be payable by an individual, wherever resident,
who has acquired debt securities from another individual as legatee, heir or donee.
105

Representation by Investor upon Distribution of Debt Securities
BY SUBSCRIBING FOR THE DEBT SECURITIES, AN INVESTOR WILL BE DEEMED TO HAVEREPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) BELOW. The
debt securities are not, as part of the distribution under the applicable underwriting agreement by theunderwriters at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other thana beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese
corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a
specially-related person of the Company (as defined below) or (ii) a Designated Financial Institution (as defined
below), except as specifically permitted under the Special Taxation Measures Act.
Interest and Redemption Gain or Redemption Loss on Debt Securities
The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on
the debt securities and the redemption gain or the redemption loss, meaning any positive or negative difference
between the acquisition price of the interest-bearing debt securities of the holder and the amount which theholder receives upon redemption of such interest-bearing debt securities (the “Redemption Gain” or the“Redemption Loss,” as the case may be), where such debt securities are issued by the Company outside Japanand payable outside Japan. In addition, the following description assumes that only global notes are issued for the
debt securities, and no definitive bonds and coupons that are independently traded are issued, in which casedifferent tax consequences may apply. It is not intended to be exhaustive and prospective purchasers arerecommended to consult their tax advisers as to their exact tax position.
1.

Non-resident Investors

If the recipient of interest on the debt securities or of the Redemption Gain with respect to interest-bearing
debt securities is an individual non-resident of Japan or a non-Japanese corporation for Japanese tax purposes, as
described below, the Japanese tax consequences for such individual non-resident of Japan or non-Japanese
corporation are significantly different depending upon whether such individual non-resident of Japan or
non-Japanese corporation is a specially-related person of the Company (as defined below). Most importantly, if
such individual non-resident of Japan or non-Japanese corporation is a specially-related person of the Company(as defined below), income tax at the rate of 15.315% of the amount of such interest will be withheld by theCompany under Japanese tax law.
1.1. Interest(1) If the recipient of interest on the debt securities is an individual non-resident of Japan or a
non-Japanese corporation having no permanent establishment within Japan or having a permanentestablishment within Japan but where the receipt of the interest on the debt securities is not attributable
to the business of such individual non-resident of Japan or non-Japanese corporation carried on within
Japan through such permanent establishment, no Japanese income tax or corporate tax is payable withrespect to such interest whether by way of withholding or otherwise, if certain requirements arecomplied with, inter alia:(i)

if the relevant debt securities are held through a participant in an international clearingorganization such as DTC or a financial intermediary prescribed by the Special Taxation Measures
Act and the relevant cabinet order thereunder (the “Cabinet Order,” together with the Special
Taxation Measures Act and the ministerial ordinance and other regulations thereunder, the “Act”)(each, a “Participant”), the requirement that such recipient provide, at the time of entrusting a
Participant with the custody of the relevant debt securities, certain information prescribed by the
Act to enable the Participant to establish that the recipient is exempt from the requirement forJapanese tax to be withheld or deducted (the “Interest Recipient Information”), and advise theParticipant if such individual non-resident of Japan or non-Japanese corporation ceases to be so106

exempted (including the case where it became a specially-related person of the Company (asdefined below)), and that the Company prepare and file a certain confirmation prescribed by the
Act (an “Interest Recipient Confirmation”) with the competent local tax office in a timely mannerbased upon the Interest Recipient Information communicated through the Participant and therelevant international clearing organization; and(ii) if the relevant debt securities are not held by a Participant, the requirement that such recipient
submit to the relevant paying agent a written application for tax exemption (Hikazei Tekiyo
Shinkokusho) (the “Written Application for Tax Exemption”), together with certain documentary
evidence, and that the Company file the Written Application for Tax Exemption so received withthe competent local tax office in a timely manner.
Failure to comply with such requirements described above (including the case where the Interest
Recipient Information is not duly communicated as required under the Act) will result in thewithholding by the Company of income tax at the rate of 15.315% of the amount of such interest.
(2) If the recipient of interest on the debt securities is an individual non-resident of Japan or a
non-Japanese corporation having a permanent establishment within Japan and the receipt of interest is
attributable to the business of such individual non-resident of Japan or non-Japanese corporation
carried on within Japan through such permanent establishment, such interest will not be subject to a
15.315% withholding tax by the Company, if the requirements concerning the Interest Recipient
Information and the Interest Recipient Confirmation or the Written Application for Tax Exemption as
set out in paragraph 1.1(1) above are complied with. Failure to do so will result in the withholding by
the Company of income tax at the rate of 15.315% of the amount of such interest. The amount of suchinterest will be subject to regular income tax or corporate tax, as appropriate.
(3) Notwithstanding paragraphs 1.1(1) and (2) above, if an individual non-resident of Japan or a nonJapanese corporation mentioned above is a person who has a special relationship with the Company(that is, in general terms, a person who directly or indirectly controls, or is directly or indirectly
controlled by, or is under direct or indirect common control with, the Company) within the meaningprescribed by the Cabinet Order under Article 6, Paragraph 4 of the Special Taxation Measures Act(such person is referred to as a “specially-related person of the Company”) as of the beginning of the
fiscal year of the Company in which the relevant interest payment date falls, the exemption fromJapanese withholding tax on interest mentioned above will not apply, and income tax at the rate of
15.315% of the amount of such interest will be withheld by the Company. If such individual nonresident of Japan or non-Japanese corporation has a permanent establishment within Japan, regularincome tax or corporate tax, as appropriate, collected otherwise than by way of withholding, could
apply to such interest under Japanese tax law.
(4) If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether it is a
specially-related person of the Company) is subject to Japanese withholding tax with respect to intereston the debt securities under Japanese tax law, a reduced rate of withholding tax or exemption fromsuch withholding tax may be available under the relevant income tax treaty between Japan and thecountry of tax residence of such individual non-resident of Japan or non-Japanese corporation. As ofthe date of this document, Japan has income tax treaties, conventions or agreements whereby theabove-mentioned withholding tax rate is reduced, generally to 10% with, inter alia, Australia, Canada,
Finland, France, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway,
Portugal and Singapore. Under the tax treaties between Japan and Austria, Belgium, Denmark,Germany, Spain, Sweden, Switzerland, the United Kingdom or the United States, interest paid toqualified Austrian, Belgian, Danish, German, Spanish, Swedish, Swiss, United Kingdom or UnitedStates residents is generally exempt from Japanese withholding tax (for Belgium, only for a Belgian
enterprise). Under the current income tax treaties between Japan and Australia, France, the Netherlands
or New Zealand, certain limited categories of qualified Australian, French, Dutch or New Zealandresidents receiving interest on the debt securities may, subject to compliance with certain procedural107

requirements under Japanese law, be fully exempt from Japanese withholding tax for interest on thedebt securities (provided that no exemption will apply to pension funds in the case of Australia and
New Zealand). In order to avail themselves of such reduced rate of, or exemption from, Japanese
withholding tax under any applicable income tax treaty, individual non-residents of Japan or
non-Japanese corporations which are entitled, under any applicable income tax treaty, to a reduced rateof, or exemption from, Japanese withholding tax on payment of interest by the Company are required
to submit an Application Form for Income Tax Convention regarding Relief from Japanese Income
Tax and Special Income Tax for Reconstruction on Interest (as well as any other required forms anddocuments) in advance through the Company to the relevant tax authority before payment of interest.
(5) Under the Act, (a) if an individual non-resident of Japan or a non-Japanese corporation that is abeneficial owner of the debt securities becomes a specially-related person of the Company, or anindividual non-resident of Japan or a non-Japanese corporation that is a specially-related person of theCompany becomes a beneficial owner of the debt securities, and (b) if such debt securities are held
through a Participant, then such individual non-resident of Japan or non- Japanese corporation should
notify the Participant of such change in status by the immediately following interest payment date ofthe debt securities. As described in paragraph 1.1(3) above, as the status of such individual
non-resident of Japan or non-Japanese corporation as a specially-related person of the Company forJapanese withholding tax purposes is determined based on the status as of the beginning of the fiscal
year of the Company in which the relevant interest payment date falls, such individual non-resident ofJapan or non-Japanese corporation should, by such notification, identify and advise the Participant of
the specific interest payment date on which Japanese withholding tax starts to apply with respect tosuch individual non-resident of Japan or non-Japanese corporation as being a specially- related personof the Company.
1.2. Redemption Gain or Redemption Loss
(1) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan or having a permanent establishment
within Japan but where the receipt of such Redemption Gain is not attributable to the business of suchindividual non-resident of Japan or non-Japanese corporation carried on within Japan through suchpermanent establishment, no income tax or corporate tax is payable by way of withholding orotherwise with respect to such Redemption Gain. If there is any Redemption Loss, such Redemption
Loss will be disregarded for purposes of regular income tax or corporate tax, as appropriate, of therecipient.
(2) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having a permanent establishment within Japan and the receipt of such Redemption Gain is
attributable to the business of such individual non-resident of Japan or non-Japanese corporation
carried on within Japan through such permanent establishment, such Redemption Gain will not be
subject to any withholding tax but will be subject to regular income tax or corporate tax, as appropriate.
If there is any Redemption Loss, such Redemption Loss may be taken into account in computing the
net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of therecipient.
(3) Notwithstanding paragraphs 1.2(1) and (2) above, if an individual non-resident of Japan or a nonJapanese corporation mentioned above is a specially-related person of the Company as of the beginningof the fiscal year of the Company in which such individual non-resident of Japan or non-Japanese
corporation acquired such debt securities, the Redemption Gain will not be subject to withholding tax
but will be subject to regular income tax or corporate tax, as appropriate, under Japanese tax law,regardless of whether such individual non-resident of Japan or non-Japanese corporation has apermanent establishment within Japan, provided that exemption may be available under the relevant
income tax treaty. If there is any Redemption Loss, such Redemption Loss may be taken into account108

in computing the net taxable income, if any, for purposes of regular income tax or corporate tax, as
appropriate, of the recipient.
(4) The Japanese tax treatment of the AT1 Securities in respect of the write-down of the principal and thefuture reinstatement of the principal is not clear, due to lack of court or tribunal precedents or official
interpretation of the relevant tax authority on this point. Accordingly, different considerations may
apply with respect to the treatment of the Redemption Loss explained above in relation to the AT1
Securities, including whether the Redemption Loss that would otherwise be recognized can berecognized at the time of the write-down of the principal or whether any income or gains, withholdable
or otherwise, arise as a result of the future reinstatement of the principal. The holders of the AT1
Securities should consult their own legal, tax, accountancy or other professional advisors in relation to
the foregoing.
2.

Resident Investors

If the recipient of interest on the debt securities is an individual resident of Japan or a Japanese corporation
for Japanese tax purposes, as described below, regardless of whether such recipient is a specially- related personof the Company, in addition to any applicable local tax, income tax will be withheld at the rate of 15.315% of theamount of such interest, if such interest is paid to an individual resident of Japan or a Japanese corporation(except for (i) a Designated Financial Institution (as defined below) which complies with the requirement for tax
exemption under Article 6, Paragraph 11 of the Special Taxation Measures Act or (ii) a Public Corporation (asdefined below) or a Specified Financial Institution (as defined below) to which such interest is paid through theJapanese Custodian (as defined below) in compliance with the requirement for tax exemption under Article 3-3,
Paragraph 6 of the Special Taxation Measures Act). In addition to the withholding tax consequences uponresident investors as explained in this section 2, resident investors should consult their own tax advisors
regarding their regular income tax or corporate tax consequences otherwise than by way of withholding,including the treatment of the Redemption Loss, bearing in mind, especially for individual residents of Japan, thechange to the taxation regime of debt securities that took effect on January 1, 2016.
2.1. Interest(1) If an individual resident of Japan or a Japanese corporation (other than a Specified Financial Institution(as defined below) or a Public Corporation (as defined below), who complies with the requirement as
referred to in paragraph 2.1(2) below) receives payments of interest on the debt securities throughcertain Japanese payment handling agents as defined in Article 2-2, Paragraph 2 of the Cabinet Order(each a “Japanese Payment Handling Agent”), income tax at the rate of 15.315% of the amount of suchinterest will be withheld by the Japanese Payment Handling Agent rather than by the Company. As theCompany is not in a position to know in advance the recipient’s status, the recipient of interest fallingwithin this category should inform the Company through a paying agent of its status in a timely
manner. Failure to so inform may result in double withholding.
(2) If the recipient of interest on the debt securities is a Japanese public corporation or a Japanese publicinterest corporation designated by the relevant law (kokyohojin tou) (a “Public Corporation”) or aJapanese bank, a Japanese insurance company, a Japanese financial instruments business operator orother Japanese financial institution falling under certain categories prescribed by the relevant Cabinet
Order under Article 3-3, Paragraph 6 of the Special Taxation Measures Act (each, a “Specified
Financial Institution”) that keeps its debt securities deposited with, and receives the interest through, aJapanese Payment Handling Agent with custody of the debt securities (the “Japanese Custodian”) andsuch recipient submits through such Japanese Custodian to the competent tax authority the reportprescribed by the Act, no withholding tax is levied on such interest. However, since the Company is
not in a position to know in advance the recipient’s tax exemption status, the recipient of interest
falling within this category should inform the Company through a paying agent of its status in a timely
manner. Failure to so notify the Company may result in the withholding by the Company of a 15.315%
income tax.
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(3) If an individual resident of Japan or a Japanese corporation (except for a Designated Financial
Institution (as defined below) which complies with the requirements described in paragraph 2.1(4)below) receives interest on the debt securities not through a Japanese Payment Handling Agent, income
tax at the rate of 15.315% of the amount of such interest will be withheld by the Company.
(4) If a Japanese bank, a Japanese insurance company, a Japanese financial instruments business operator
or other Japanese financial institution falling under certain categories prescribed by the Cabinet Orderunder Article 6, Paragraph 11 of the Special Taxation Measures Act (each, a “Designated Financial
Institution”) receives interest on the debt securities not through a Japanese Payment Handling Agentand the requirements concerning the Interest Recipient Information and the Interest Recipient
Confirmation or the Written Application for Tax Exemption as referred to in paragraph 1.1(1) above
are complied with, no withholding tax will be imposed.
2.2. Redemption Gain
If the recipient of the Redemption Gain is an individual resident of Japan or a Japanese corporation, such
Redemption Gain will not be subject to any withholding tax.
With respect to the AT1 Securities, for the same reason as explained in section 1.2(4) above, it is not clear
whether any withholdable income or gains arise as a result of the future reinstatement of the principal following
the write-down thereof. The holders of the AT1 Securities should consult their own legal, tax, accountancy orother professional advisors on this point.
3.

Special Additional Tax for Reconstruction from the Great East Japan Earthquake

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds
for reconstruction from the Great East Japan Earthquake, the withholding tax rate has been effectively increased
to 15.315% during the period beginning on January 1, 2013 and ending on December 31, 2037. On or afterJanuary 1, 2038, all references to the tax rate of 15.315% in the foregoing descriptions will read 15%. There will
also be certain special additional tax imposed upon regular income tax due other than by way of withholding forindividual non-residents of Japan, as referred to in the foregoing descriptions, for the period described above.
U.S. Taxation
The following sets forth the material U.S. federal income tax consequences of the acquisition, ownershipand disposition of our securities. For purposes of this discussion, the term “Debt Securities” refers to securities
that we assume will be treated as indebtedness for U.S. federal income tax purposes (including our fixed-term
subordinated debt securities, or Tier 2 Securities), and therefore does not include our perpetual subordinated debt
securities, or AT1 Securities (as discussed below). For purposes of this discussion, we refer to our Debt
Securities and our AT1 Securities collectively as our “securities.” Except as provided in “—Potential FATCA
Withholding in the Future” below, this discussion applies only to U.S. holders, as defined below. This summaryis based upon U.S. federal income tax laws, including the U.S. Internal Revenue Code of 1986, as amended, or
the Code, its legislative history, existing and proposed Treasury Regulations under the Code, published rulingsand court decisions, and upon the Convention between the Government of the United States of America and theGovernment of Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect toTaxes on Income, or the Tax Convention. All of the preceding authorities are subject to change, possibly withretroactive effect, which may result in U.S. federal income tax consequences different from those discussed
below. We have not requested, and will not request, a ruling from the Internal Revenue Service, or the IRS, withrespect to any of the U.S. federal income tax consequences described below. As a result, there can be noassurance that the IRS or a court considering these issues will not disagree with or challenge any of theconclusions we have reached and describe below.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that might110

be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, regulated investment companies, real estate investment trusts, insurance companies, dealers ortraders in securities, tax-exempt entities, non-U.S. persons, persons holding securities as part of a “straddle,”“hedge,” conversion or other integrated transaction, holders whose “functional currency” is not the U.S. dollar,
partnerships or other pass-through entities for U.S. federal income tax purposes or persons holding securities
through a partnership or other pass through entity, U.S. expatriates, persons that are required to report income nolater than when such income is reported in an “applicable financial statement” and holders liable for alternative
minimum tax) are subject to special tax treatment. This summary does not address estate and gift tax
consequences or any non-U.S., state or local tax consequences of owning our securities. In addition, thissummary applies only to investors that acquire any series of securities upon original issuance at their original
offering price. This summary assumes that all securities will be denominated and payable in U.S. dollars and, inthe case of any Debt Securities, will be issued without original issue discount (other than de minimis originalissue discount) for U.S. federal income tax purposes. This summary further assumes that investors will hold our
securities as capital assets within the meaning of Section 1221 of the Code. The applicable prospectus
supplement may address additional U.S. federal income tax consequences related to a particular series of
securities.
As used herein, a “U.S. holder” means a beneficial owner of a security that is, for U.S. federal income tax
purposes, any of the following:•

an individual who is a citizen or a resident alien of the United States as determined for U.S. federal
income tax purposes;•a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States, any state thereof or the District of Columbia;•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or•a trust (A) the administration of which is subject to the primary supervision of a court within the UnitedStates and with respect to which one or more U.S. persons have the authority to control all substantial
decisions of the trust or (B) that has a valid election in effect under applicable U.S. Treasury
Regulations to be treated as a U.S. person.

If a partnership (or other pass-through entity for U.S. federal income tax purposes) holds our securities, thetax treatment of a partner in or owner of the partnership or pass-through entity will generally depend upon thestatus of the partner or owner and the activities of the entity. A partner in or owner of a partnership or other passthrough entity that is considering an investment in our securities should consult its own tax advisor regarding thetax consequences of acquiring, owning and disposing of our securities.
The following discussion is for general information only and is not intended to be, nor should it beconstrued to be, legal or tax advice to any holder or prospective holder of our securities, and no opinion or
representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder
is given.
U.S. holders should consult their own tax advisors concerning the application of the following rules to their
particular situations, as well as the estate and gift tax consequences to them and the tax consequences to themunder the laws of any other taxing jurisdiction.
As discussed below, the AT1 Securities should be treated as an equity interest in MUFG for U.S. federal
income tax purposes. Special adverse U.S. federal income tax rules would apply to a U.S. holder that holds a
security treated as an equity interest in MUFG for U.S. federal income tax purposes (including the AT1
Securities), if MUFG were to be treated as a “passive foreign investment company,” or a PFIC, for any taxable
year during which the U.S. holder held the security, as discussed in more detail below with respect to the AT1
Securities. U.S. holders should consult their own tax advisors as to the potential application of the PFIC rules totheir ownership and disposition of the AT1 Securities.
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Taxation of Debt Securities
Notwithstanding the fact that the senior debt securities are structurally subordinated to the liabilities of
MUFG’s subsidiaries and the possibility that the senior debt securities may become subject to loss absorption as
described above, except to the extent otherwise discussed in any applicable prospectus supplement, we intend to
take the position (to the extent that we are required to take a position) that the senior debt securities will betreated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that thesenior debt securities will be treated as indebtedness for U.S. federal income tax purposes.
The determination of whether an obligation represents debt, equity, or some other instrument or interest for
U.S. federal income tax purposes is based on all the relevant facts and circumstances at the time the obligation isissued. Although the matter is not free from doubt, except to the extent otherwise discussed in any applicableprospectus supplement, we intend to take the position (to the extent that we are required to take a position) that
the Tier 2 Securities will be treated as indebtedness for U.S. federal income tax purposes. There is no direct legal
authority, however, that addresses the U.S. federal income tax treatment of instruments such as the Tier 2
Securities that are denominated as debt instruments and have certain significant debt features, but that provide fora possible write-down under which investors could lose all of their investment in the instruments and any
associated creditor rights upon the occurrence of an event that triggers such write-down. Therefore, there can be
no assurance that the IRS or a court will not conclude that the Tier 2 Securities should be treated as equity for
U.S. federal income tax purposes (or assert some other alternative tax treatment), and we have not sought a rulingfrom the IRS regarding the proper U.S. federal income tax treatment of the Tier 2 Securities. If the Tier 2
Securities were treated as equity for U.S. federal income tax purposes, the U.S. federal income tax consequencesof the acquisition, ownership and disposition of the Tier 2 Securities would generally be the same as theconsequences described below with respect to the AT1 Securities (see “—Taxation of AT1 Securities” below).
Holders should consult their own tax advisors about the proper characterization of the Tier 2 Securities for U.S.
federal income tax purposes. The remainder of this discussion assumes that the Tier 2 Securities will be treatedas indebtedness for U.S. federal income tax purposes.
Certain Contingencies. As described above under “Description of Senior Debt Securities—Payment of
Additional Amounts” and “Description of Fixed-Term Subordinated Debt Securities—Payment of Additional
Amounts,” we may be obligated to pay amounts in excess of the stated interest or principal on the Debt Securities
in certain circumstances. As described above under “Description of Fixed-Term Subordinated Debt Securities—
Write-Down and Cancellation upon a Non-Viability Event,” upon the occurrence of a Non-Viability Event, thefull principal amount of the Tier 2 Securities will be permanently written down to nil, and the Tier 2 Securities
will be cancelled. These contingencies may implicate the provisions of Treasury Regulations relating to“contingent payment debt instruments.” According to the applicable Treasury Regulations, certain contingencies
will not cause a debt instrument to be treated as a contingent payment debt instrument if such contingencies, as ofthe date of issuance, are remote or incidental. We intend to take the position (to the extent that we are required totake a position) that the possibility of the payment of additional amounts and, in the case of the Tier 2 Securities,
the possibility of a write-down are each remote contingencies, and thus we do not intend to treat the Debt
Securities as contingent payment debt instruments. A position by us that a contingency is remote is binding on aholder of the Debt Securities unless such holder discloses its contrary position in the manner required byapplicable Treasury Regulations. Any such position is not, however, binding on the IRS, and if the IRS weresuccessfully to challenge such a position and the Debt Securities of a series were treated as contingent payment
debt instruments, a holder of such Debt Securities might be required to accrue interest income at a rate higher
than the stated interest rate on the Debt Securities, and to treat as ordinary interest income (rather than capitalgain) any gain realized on the taxable disposition of a Debt Security. The remainder of this discussion assumes
that the Debt Securities will not be treated as contingent payment debt instruments. Holders should consult theirown tax advisors regarding the possible application of the contingent payment debt instrument rules to the Debt
Securities.
Payments of Stated Interest. Qualified stated interest, or QSI, paid on our Debt Securities will generally betaxable to a U.S. holder as ordinary income at the time it is received or accrued, in accordance with such U.S.
112

holder’s regular method of accounting for U.S. federal income tax purposes. In general, interest on a fixed rate
Debt Security is treated as QSI if it is payable at a single fixed rate and is unconditionally payable in cash or inproperty (other than our own debt instruments) at least annually. In general, interest on a floating rate note istreated as QSI if (1) the issue price of the floating rate note does not exceed the original stated principal amountby more than a specified de minimis amount, (2) the floating rate note does not provide for any principal
payments that are contingent, (3) the interest compounds or is payable at least annually at current values of(a) one or more qualified floating rates, (b) a single fixed rate and one or more qualified floating rates, (c) asingle objective rate, or (d) a single fixed rate and a single objective rate that is a “qualified inverse floating rate,”and (4) the interest is unconditionally payable in cash or in property (other than our own debt instruments) atleast annually. We expect interest on each of our Debt Securities to be unconditionally payable in cash at least
annually and either payable at a single fixed rate (on our fixed rate Debt Securities), payable at a single fixed rate
followed by a qualified floating rate (on our fixed-to-fixed reset rate senior debt securities, which, although notfree from doubt, we intend to treat as “variable rate debt instruments” for U.S. federal income tax purposes), or
payable at a qualified floating rate on Debt Securities that meet the other requirements set out above, andtherefore, in each case, to be treated as QSI. The remainder of this discussion assumes that all interest on the
Debt Securities will be treated as QSI.
In addition to QSI on our Debt Securities, a U.S. holder will be required to include in income any tax
withheld from QSI payments (and any additional amounts paid in respect thereof) notwithstanding that suchwithheld tax is not in fact received by such U.S. holder. With respect to any tax withheld under Japanese law, aU.S. holder may be entitled to deduct or credit such tax, subject to applicable limitations in the Code andapplicable U.S. Treasury Regulations, including that the choice to deduct otherwise creditable foreign taxes must
apply to all of the U.S. holder’s otherwise creditable foreign taxes for a particular year. However, any Japanese
withholding taxes will not be eligible for a foreign tax credit to the extent that the taxes are refundable underJapanese law or could have been eliminated by providing the Interest Recipient Information or Written
Application for Tax Exemption (as described above in “—Japanese Taxation”), or by claiming benefits under the
Tax Convention. As discussed above in “—Japanese Taxation,” interest paid to qualified residents is generally
exempt from Japanese withholding tax under the Tax Convention. Therefore, a U.S. holder that is eligible for the
benefits of the Tax Convention generally will not be entitled to a foreign tax credit for any Japanese tax withheld
from interest payments on our Debt Securities. For foreign tax credit limitation purposes, QSI (including
Japanese taxes withheld therefrom, if any, and additional amounts) paid on our Debt Securities will be income
from sources outside the United States. The limitation on foreign taxes eligible for credit is calculated separately
with respect to specific classes of income. For this purpose, QSI (including Japanese taxes withheld therefrom, ifany, and additional amounts) paid on our Debt Securities will constitute “passive income” or, in the case ofcertain U.S. holders, “financial services income.” The rules governing U.S. foreign tax credits are very complex
and U.S. holders should consult their tax advisors regarding the availability of foreign tax credits under their
particular circumstances.
Pre-Issuance Accrued Interest. Generally in the case of re-openings of previously-issued Debt Securities, aportion of the amount paid for Debt Securities may be allocable to interest that accrued prior to the date the Debt
Securities are purchased (“pre-issuance accrued interest”). In that case, we intend to take the position (to theextent that we are required to take a position) that, on the first interest payment date for such Debt Securities, aportion of the total interest received will be treated as a return of such pre-issuance accrued interest and not as apayment of interest on such Debt Securities. In that case, amounts treated as a return of pre-issuance accrued
interest would not be taxable when received by a U.S. holder. U.S. holders are urged to consult their tax advisorsconcerning the proper tax treatment of pre-issuance accrued interest.
Amortizable Bond Premium. If a U.S. holder acquires Debt Securities for an amount that is greater than thestated principal amount of the Debt Securities (excluding amounts attributable to pre-issuance accrued interest, if
any, as described above), such holder will be considered to have amortizable bond premium equal to such excess.
A U.S. holder may generally elect to amortize bond premium over the remaining term of the Debt Securities
using a constant yield method and to apply this amortized bond premium to offset income from interest payments
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at the time such interest is includible in income under the holder’s regular method of U.S. federal income tax
accounting. A holder that elects to amortize bond premium will be required to reduce its adjusted tax basis in the
Debt Securities by the amount of the premium used to offset interest income. This election to amortize bondpremium will apply to all debt instruments (other than debt instruments the interest on which is excludable fromgross income) held at the beginning of the first taxable year to which the election applies or which are acquired
thereafter, and is irrevocable without the consent of the IRS. If a U.S. holder does not elect to amortize bondpremium, the amount of the premium will represent a portion of such holder’s basis in the Debt Securities andwill therefore decrease the gain or increase the loss that would otherwise be recognized on the disposition of such
Debt Securities. U.S. holders acquiring Debt Securities for an amount greater than the stated principal amount of
the Debt Securities (excluding amounts attributable to pre-issuance accrued interest, if any, as described above)
are urged to consult their tax advisors concerning the tax treatment of bond premium and the advisability of any
election to amortize such amounts.
Sale, Exchange, Retirement or Other Taxable Disposition. A U.S. holder will generally recognize capitalgain or loss on the sale, exchange, retirement or other taxable disposition (including a write-down) of our Debt
Securities in an amount equal to the difference between the amount realized from such sale, exchange, retirement
or other taxable disposition and the U.S. holder’s adjusted tax basis in such Debt Securities. For these purposes,
the amount realized will not include any amounts attributable to accrued but unpaid interest, which (except in thecase of pre-issuance accrued interest, if any, as described above) will be taxed as ordinary income to the extent
not previously included in income. Any capital gains or losses will be long-term capital gains or losses if the U.S.
holder’s holding period for our Debt Securities exceeds one year. Long-term capital gains of non-corporate U.S.
holders (including individuals) are generally eligible for reduced rates of taxation. A U.S. holder’s adjusted tax
basis in a Debt Security will, in general, be such holder’s cost for that Debt Security (excluding amounts
attributable to pre-issuance accrued interest, if any, as described above), reduced by any amortized bondpremium and any cash payments on the Debt Security other than QSI or payments that are treated as a return of
pre-issuance accrued interest. Any such gains or losses realized by a U.S. holder upon disposal of our Debt
Securities will generally be income or loss from sources within the United States for foreign tax credit limitation
purposes. Special rules apply in determining the source of other types of loss such as loss attributable to accrued
but unpaid interest, and U.S. holders should consult their tax advisors regarding the treatment of such items intheir particular situations. The deductibility of capital losses is subject to limitations under the Code.
Taxation of AT1 Securities
The determination of whether an obligation represents debt, equity, or some other instrument or interest for
U.S. federal income tax purposes is based on all the relevant facts and circumstances at the time the obligation isissued. Despite the fact that the AT1 Securities are denominated as debt, the AT1 Securities should be treated as
an equity interest for U.S. federal income tax purposes. The AT1 Securities have several equity-like features,
including (1) the absence of a fixed maturity date, (2) provisions for the cancellation of interest payments and thewrite-down of principal, and (3) the deep subordination of the AT1 Securities to other debt of the issuer. By
purchasing the AT1 Securities, the holders agree to treat the AT1 Securities as an equity interest for U.S. federal
income tax purposes. Accordingly, each “interest” payment should be treated as a distribution with respect tosuch equity interest, and any reference in this discussion to “dividends” or “distributions” refers to the “interest”
payments on the AT1 Securities. There can be no assurance, however, that the IRS or a court will not conclude
that the AT1 Securities should be treated as indebtedness for U.S. federal income tax purposes (or assert someother alternative tax treatment), and we have not sought a ruling from the IRS regarding the proper U.S. federal
income tax treatment of the AT1 Securities. Holders should consult their own tax advisors about the proper
characterization of the AT1 Securities for U.S. federal income tax purposes. The remainder of this discussion
assumes that the AT1 Securities will be characterized as equity in the issuer for U.S. federal income tax
purposes.
Payments of Stated Interest. Subject to the application of the PFIC rules discussed below, U.S. holders of
AT1 Securities will include the gross amount of any distribution received with respect to AT1 Securities (before
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reduction for Japanese withholding taxes, and including any additional amounts paid in respect thereof), to theextent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax
purposes), as ordinary dividend income in their gross income. As discussed below, for certain U.S. holders of
AT1 Securities, dividends may be eligible for a reduced rate of taxation. Dividends received by a U.S. holder of
AT1 Securities will not be eligible for the “dividends-received deduction” allowed to U.S. corporations in respectof dividends received from other U.S. corporations. To the extent that a distribution received by a U.S. holder of
AT1 Securities exceeds such holder’s allocable share of our current and accumulated earnings and profits, suchexcess will be applied first to reduce such holder’s tax basis in its AT1 Securities, thereby increasing the amountof gain or decreasing the amount of loss recognized on a subsequent disposition of the AT1 Securities. Then, tothe extent such distribution exceeds such U.S. holder’s tax basis, such excess will, subject to the application of
the PFIC rules discussed below, be treated as capital gain. However, we do not maintain calculations of ourearnings and profits in accordance with U.S. federal income tax principles, and U.S. holders of AT1 Securities
should therefore assume that any distribution by us with respect to AT1 Securities will constitute ordinary
dividend income.
With respect to any tax withheld under Japanese law, a U.S. holder may be entitled to deduct or credit such tax,
subject to applicable limitations in the Code and applicable U.S. Treasury Regulations, including that the choice todeduct otherwise creditable foreign taxes must apply to all of the U.S. holder’s otherwise creditable foreign taxes fora particular year. However, any Japanese withholding taxes will not be eligible for a foreign tax credit to the extent
that the taxes are refundable under Japanese law or could have been eliminated by providing the Interest Recipient
Information or Written Application for Tax Exemption (as described above in “—Japanese Taxation”), or byclaiming benefits under the Tax Convention. As discussed above in “—Japanese Taxation,” interest paid toqualified residents is generally exempt from Japanese withholding tax under the Tax Convention (and for purposesof the application of the Tax Convention, the characterization for Japanese tax purposes of the payments as interest,
rather than dividends, generally controls). Therefore, a U.S. holder that is eligible for the benefits of the Tax
Convention generally will not be entitled to a foreign tax credit for any Japanese tax withheld from dividends on the
AT1 Securities. For foreign tax credit limitation purposes, dividends paid on AT1 Securities will be income fromsources outside the United States. The limitation on foreign taxes eligible for credit is calculated separately withrespect to specific classes of income. For this purpose, dividends we pay will constitute “passive income” or, in thecase of certain U.S. holders of AT1 Securities, “financial services income.” The rules governing U.S. foreign tax
credits are very complex and U.S. holders of AT1 Securities should consult their tax advisors regarding theavailability of foreign tax credits under their particular circumstances.
Subject to applicable exceptions with respect to short-term and hedged positions, qualified dividend income
received by non-corporate U.S. holders of AT1 Securities from a qualified foreign corporation may be eligible
for reduced rates of taxation. Qualified foreign corporations include those foreign corporations eligible for the
benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department
determines to be satisfactory for these purposes and that includes an exchange of information provision. The Tax
Convention meets these requirements. Subject to the PFIC discussion below, we believe that we are a qualified
foreign corporation and that dividends received by U.S. holders with respect to our AT1 Securities will be
qualified dividend income. Dividends received by U.S. investors from a foreign corporation that was a PFIC ineither the taxable year of the distribution or the preceding taxable year are not qualified dividend income.
Passive Foreign Investment Company Considerations. Special adverse U.S. federal income tax rules would
apply to U.S. holders of our AT1 Securities if we are treated as a PFIC for any taxable year during which suchholders held the AT1 Securities. A foreign corporation will generally be considered a PFIC for any taxable year
in which (i) 75% or more of its gross income is passive income (the “income test”), or (ii) 50% or more of theaverage fair market value of its assets (determined quarterly) is attributable to assets that produce or are held forthe production of passive income (the “asset test”). For this purpose, passive income generally includes
dividends, interest, royalties, rents and certain gains from the sale of stock and securities. If a foreign corporation
owns at least 25% (by value) of the stock of another corporation, the foreign corporation will be treated, for115

purposes of the PFIC tests, as owning its proportionate share of the other corporation’s assets and receiving its
proportionate share of the other corporation’s income. The determination of whether a foreign corporation is a
PFIC is made annually.
Multiple sets of proposed Treasury regulations and an earlier IRS notice would convert what would
otherwise be passive income into non-passive income when such income is banking income earned by an activebank. The various proposed Treasury regulations and IRS notice have different (and in some respects
inconsistent) requirements for qualifying as an active bank, and for determining the banking income that may be
excluded from passive income under this special rule for active banks. Moreover, the proposed Treasury
regulations (some of which have been outstanding since 1995, and others of which were issued in 2021) will not
be effective unless finalized, although taxpayers are currently allowed to rely upon them pending their
finalization. There can be no assurance that the proposed Treasury regulations will be finalized in their current
form. Moreover, the definition of banking income for purposes of the active bank exception is unclear under boththe proposed Treasury regulations and the notice.
Based upon certain management estimates and assumptions, we do not believe that we were a PFIC for theyear ended March 31, 2023. The determination of whether we are a PFIC must be made annually and involves afact-intensive analysis based upon, among other things, the composition of our income and assets and the valueof our assets from time to time. It is possible that we may become a PFIC in the fiscal year ending March 31,
2024 or any future taxable year due to changes in our income or asset composition or changes to applicable
Treasury and IRS guidance (including as a result of final regulations addressing banking income earned by anactive bank).
If we were classified as a PFIC in any year during which a U.S. holder owns AT1 Securities and the U.S.
holder does not make a “mark-to-market” election, as discussed below, we generally would continue to be treatedas a PFIC as to such U.S. holder in all succeeding years, regardless of whether we continue to meet the income orasset test discussed above. U.S. holders of AT1 Securities are urged to consult their own tax advisors with respect
to the tax consequences to them if we were to become a PFIC for any taxable year in which they own our AT1
Securities. If we were classified as a PFIC for any taxable year during which a U.S. holder holds our AT1
Securities, the U.S. holder would generally not receive capital gains treatment upon the sale or other dispositionof the AT1 Securities and would be subject to increased tax liability (generally including an interest charge) upon
the sale or other disposition of the AT1 Securities or upon the receipt of certain distributions treated as “excess
distributions,” unless the U.S. holder makes the mark-to-market election described below. Excess distributions
generally would be any distributions to a U.S. holder with respect to AT1 Securities during a single taxable yearthat are greater than 125% of the average annual distributions received by the U.S. holder with respect to the AT1
Securities during the three preceding taxable years or, if shorter, during the U.S. holder’s holding period for the
AT1 Securities.
If the AT1 Securities are regularly traded on a registered national securities exchange or certain otherexchanges or markets, then a U.S. holder of AT1 Securities would not be subject to the foregoing PFIC rules ifsuch holder made a mark-to-market election. After making such an election, the U.S. holder generally would
include as ordinary income each year during which the election is in effect and during which we are a PFIC theexcess, if any, of the fair market value of our AT1 Securities at the end of the taxable year over such holder’sadjusted basis in such AT1 Securities. These amounts of ordinary income would not be eligible for the favorable
tax rates applicable to qualified dividend income or long-term capital gains. For each year during which themark-to-market election is in effect and during which we are a PFIC, a U.S. holder of AT1 Securities also would
be allowed to take an ordinary loss in respect of the excess, if any, of the holder’s adjusted basis in our AT1
Securities over their fair market value at the end of the taxable year (but only to the extent of the net amount ofincome that was previously included as a result of the mark-to-market election). A U.S. holder’s tax basis in our
AT1 Securities would be adjusted to reflect any income or loss amounts resulting from a mark-to-market
election. In addition, upon the sale or other disposition of our AT1 Securities in a year during which themark-to-market election is in effect and during which we are a PFIC, any gain will be treated as ordinary income
116and any loss will be treated as ordinary loss to the extent of the net amount of income that was previously
included as a result of the mark-to-market election, and thereafter as capital loss. If made, a mark-to-market
election would be effective for the taxable year for which the election was made and for all subsequent taxable
years unless the AT1 Securities cease to be regularly traded on a registered national securities exchange orcertain other exchanges or markets for purposes of the PFIC rules, or the IRS consented to the revocation of theelection. In the event that we are classified as a PFIC, U.S. holders of AT1 Securities are urged to consult theirtax advisors regarding the availability of the mark-to-market election, and whether the election would be
advisable in the holder’s particular circumstances.
The PFIC rules outlined above also would not apply to a U.S. holder of AT1 Securities if such holder
alternatively elected to treat us as a “qualified electing fund” or “QEF.” An election to treat us as a QEF will not
be available, however, if we do not provide the information necessary to make such an election. We will notprovide U.S. holders of AT1 Securities with the information necessary to make a QEF election, and thus, theQEF election will not be available with respect to our AT1 Securities.
Notwithstanding any election made with respect to our AT1 Securities, dividends received with respect to
our AT1 Securities will not constitute “qualified dividend income” if we are a PFIC in either the year of the
distribution or the preceding taxable year. Dividends that do not constitute qualified dividend income are noteligible for taxation at the reduced tax rate described above in “—Payments of Stated Interest.” Instead, such
dividends would be subject to tax at ordinary income rates.
If we are a PFIC for any taxable year during which a U.S. holder owns AT1 Securities and any of our
non-U.S. subsidiaries is also a PFIC, such U.S. holder will be treated as owning a proportionate amount (byvalue) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. A U.S. holder will
not, however, be able to make the mark-to-market election described above in respect of any lower-tier PFIC.
U.S. holders of AT1 Securities should consult their tax advisors about the application of the PFIC rules to any of
our subsidiaries.
If a U.S. holder owns AT1 Securities during any year in which we are a PFIC, the U.S. holder generally
must also file IRS Form 8621 regarding distributions received on the AT1 Securities, any gain realized on the
AT1 Securities, and any “reportable” election (or information required in connection with a prior election ) in
accordance with the instructions to such form. In addition, each U.S. holder of AT1 Securities is generally
required to file IRS Form 8621 if such U.S. holder owns AT1 Securities during any year in which we are a PFIC
whether or not such U.S. holder received distributions on the AT1 Securities, realized a gain on the AT1
Securities or made a “reportable” election during such year (or is required to report information in connection
with a prior election). U.S. holders of AT1 Securities are urged to consult their own tax advisors concerning the
U.S. federal income tax consequences of holding AT1 Securities if we were considered a PFIC in any taxable
year.
Sale, Exchange, Retirement or Other Taxable Disposition. Subject to the application of the PFIC rules
discussed above, upon a sale, exchange, retirement or other taxable disposition of AT1 Securities, a U.S. holder
of AT1 Securities will generally recognize a capital gain or loss in an amount equal to the difference between theamount realized from such sale, exchange, retirement or other taxable disposition and the U.S. holder’s adjusted
tax basis in such AT1 Securities. However, any amounts received upon a redemption of the AT1 Securities thatare attributable to accrued and unpaid interest may be taxable as dividend income (as described above). Any
capital gains or losses will be long-term capital gains or losses if the U.S. holder’s holding period for such AT1
Securities exceeds one year. Long-term capital gains of non-corporate U.S. holders (including individuals) are
generally eligible for reduced rates of taxation. Subject to the application of the PFIC rules discussed above, aU.S. holder’s adjusted tax basis in its AT1 Securities will generally be the cost to the holder of such AT1
Securities. Any such gains or losses realized by a U.S. holder upon disposal of the AT1 Securities will generally
be income or loss from sources within the United States for foreign tax credit limitation purposes. The
deductibility of capital losses is subject to limitations under the Code.
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It is unclear how a full or partial write-down or reinstatement of principal of an AT1 Security should betreated for U.S. federal income tax purposes. For example, you likely would not be entitled to a deduction forloss at the time of a partial write-down and it is unclear whether you would be entitled to a deduction for loss at
the time of a full write-down. You may, for example, be required to wait to take a deduction for a full write-down
until it is certain that no reinstatement can occur, or until there is an actual or deemed sale, exchange, retirement
or other taxable disposition of the AT1 Security. It is also possible that, if you take a deduction at the time of afull write-down, you may be required to recognize income or gain at the time of a future principal reinstatement.
U.S. holders of AT1 Securities should consult their own tax advisors regarding the U.S. federal income tax
consequences of a write-down or reinstatement.
Dividends that exceed certain thresholds in relation to a U.S. holder’s tax basis in the AT1 Securities could
be characterized as “extraordinary dividends” under the Code. A non-corporate U.S. holder will be required totreat any loss on the sale, exchange, retirement or other taxable disposition of the AT1 Securities as a long-term
capital loss (regardless of its holding period) to the extent of any extraordinary dividends such U.S. holder
receives that are treated as qualified dividend income.
Additional Tax on Passive Income
Certain U.S. holders that are individuals, trusts, or estates will be required to pay a 3.8% tax on, among
other things, interest, dividends and capital gain from the sale, exchange, retirement or other taxable dispositionof our securities. U.S. holders should consult their own tax advisors regarding the application of this tax to theirownership and disposition of our securities.
Information with Respect to Specified Foreign Financial Assets
Certain U.S. holders are required to report information relating to an interest in our securities, subject tocertain exceptions (including an exception for securities held in accounts maintained by certain financial
institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with
their tax return for each year in which they hold an interest in our securities. U.S. holders should consult theirown tax advisors regarding information reporting requirements relating to their ownership of our securities.
Information Reporting and Backup Withholding
Proceeds from the sale, exchange, retirement or other taxable disposition of our securities, or payments ofinterest or dividends on our securities, generally will be subject to information reporting requirements and may
also be subject to backup withholding unless:•the U.S. holder is an exempt recipient, and, when required, demonstrates this fact, or•in the case of backup withholding, the U.S. holder provides a correct taxpayer identification number ona properly completed IRS Form W-9 (or appropriate substitute form) certifying that the U.S. holder is
not subject to backup withholding and otherwise complies with applicable requirements of the backup
withholding rules.

Backup withholding is not an additional tax. Any amount withheld under these rules will be creditableagainst the U.S. holder’s U.S. federal income tax liability or refundable to the extent that it exceeds such liability
if the U.S. holder timely provides the required information to the IRS. If a U.S. holder is required to and does notprovide a correct taxpayer identification number, the U.S. holder may be subject to penalties imposed by the IRS.
All U.S. holders should consult their tax advisors as to their qualification for the exemption from backup
withholding and the procedure for obtaining such an exemption, if available.
Potential FATCA Withholding in the Future
To prevent U.S. tax evasion by U.S. taxpayers, Sections 1471 through 1474 of the Code and U.S. Treasury
Regulations thereunder, or “FATCA,” encourage foreign financial institutions to report information about their118

U.S. account holders (including holders of certain equity or debt interests) to the IRS. Foreign financial
institutions that fail to comply with the withholding and reporting requirements of FATCA and certain accountholders that do not provide sufficient information under the requirements of FATCA will be subject to a 30%
withholding tax on certain payments they receive, including, possibly in the future, “foreign passthru payments.”
Because we are treated as a foreign financial institution for purposes of FATCA, such withholding may be
imposed in the future on payments on the securities (to the extent such payments are considered foreign passthru
payments) to any foreign financial institution (including an intermediary through which a holder may holdsecurities) that fails to comply with FATCA or any other investor that does not provide information sufficient toestablish that the investor is not subject to withholding under FATCA, unless such foreign financial institution or
investor is otherwise exempt from FATCA.
The term “foreign passthru payment” is not currently defined in U.S. Treasury Regulations. Under currently
proposed regulations, withholding on foreign passthru payments will not be required with respect to payments
made before the date that is two years after the date of publication of final U.S. Treasury Regulations defining
the term “foreign passthru payments.” In any event, no such withholding will apply to any payments made on
Debt Securities that are issued before (and not materially modified after) the date that is six months after the dateon which final U.S. Treasury Regulations defining the term “foreign passthru payments” are published. In
addition, the United States has entered into intergovernmental agreements, or IGAs, with certain non-UnitedStates jurisdictions (including Japan) that will modify the FATCA withholding regime described above. It is not
yet clear how the IGAs will address foreign passthru payments and whether such IGAs may relieve foreign
financial institutions of any obligation to withhold on foreign passthru payments.
As discussed above, because the term “foreign passthru payment” is not defined in U.S. Treasury
Regulations, the future application of FATCA withholding tax on foreign passthru payments to holders of
securities is uncertain. If a holder of securities is subject to withholding, there will be no additional amounts
payable by way of compensation to the holder of securities for the deducted and withheld amount.
Holders of securities are urged to consult their own tax advisors regarding FATCA in light of their particularsituation.
We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local andother tax consequences to them of the purchase, ownership and disposition of our securities.

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CERTAIN ERISA AND SIMILAR CONSIDERATIONSThe U.S. Employee Retirement Income Security Act of 1974, as amended, or ERISA, imposes certain
requirements on “employee benefit plans” (as defined in Section 3(3) of ERISA) that are subject to Title I of
ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are
deemed to include the assets of such plans (collectively, “ERISA Plans”), and on those persons who are
fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to, among other requirements,
ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversificationand the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the
ERISA Plan. The prudence of a particular investment must be determined by the responsible fiduciary of an
ERISA Plan by taking into account the ERISA Plan’s particular circumstances and all of the facts andcircumstances of the investment including, but not limited to, the matters discussed above under “Risk Factors”
with respect to an investment in the debt securities and the fact that in the future there may be no market in whichsuch fiduciary will be able to sell or otherwise dispose of the debt securities.
Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to
ERISA but that are subject to Section 4975 of the Code, such as individual retirement accounts (together withERISA Plans, “Plans”) and certain persons (referred to as “parties in interest” or “disqualified persons”) having
certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction.
A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes
and other penalties and liabilities under ERISA and/or Section 4975 of the Code. In addition, a fiduciary of thePlan who engaged in such non-exempt prohibited transaction may be subject to penalties and liabilities under
ERISA and the Code.
Prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise
if debt securities are acquired with the assets of a Plan with respect to which the Company, the underwriters, or
any of their respective affiliates is a party in interest or disqualified person. Certain exemptions from theprohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may apply, however,depending in part on the type of Plan fiduciary making the decision to acquire a debt security and thecircumstances under which such decision is made. Included among these exemptions are Prohibited Transaction
Class Exemption, or PTCE, 91-38 (relating to investments by bank collective investment funds), PTCE 84-14(relating to transactions effected by a “qualified professional asset manager”), PTCE 90-1 (relating toinvestments by insurance company pooled separate accounts), PTCE 95-60 (relating to investments by insurancecompany general accounts), and PTCE 96-23 (relating to transactions effected by in-house asset managers).
There is also a statutory exemption that may be available under Section 408(b)(17) of ERISA and
Section 4975(d)(20) of the Code for transactions with a person who is a party in interest or disqualified personwith respect to a Plan investing in the debt securities for adequate consideration, provided that such person (i) is
not the fiduciary with respect to the Plan’s assets used to acquire the debt securities or an affiliate of such
fiduciary and (ii) such person is a party in interest or disqualified person solely by reason of (x) being a service
provider to the Plan or (y) having a specified relationship to such service provider. Adequate consideration, in thecase of a security for which there is not a generally recognized market, means fair market value as determined ingood faith by the Plan fiduciary in accordance with regulations to be promulgated by the U.S. Department ofLabor. Each of the above noted exemptions contains conditions and limitations on its application. It should also
be noted that even if the conditions specified in one or more of these exemptions are met, the scope of relief
provided by these exemptions may not necessarily cover all acts that might be construed as prohibited
transactions. Therefore, fiduciaries of Plans considering acquiring and/or holding the debt securities in relianceon these or any other exemption should carefully review the exemption and consult with its counsel to confirm
that it applies. There can be no assurance that any of these exemptions or any other administrative or statutory
exemption will be available with respect to any particular transaction involving the debt securities.
Any insurance company proposing to invest assets of its general account in debt securities should consider
the extent to which such investment would be subject to the requirements of Title I of ERISA and Section 4975
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of the Code in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris
Trust and Savings Bank, 510 U.S. 86 (1993) and Section 401(c) of ERISA. Such an insurance company should
consider (i) the exemptive relief granted by the U.S. Department of Labor for transactions involving insurancecompany general accounts in PTCE 95-60 and (ii) if such exemptive relief is not available, whether its
acquisition of debt securities will not require an exemption because the assets used for such acquisition are notsubject to Title I of ERISA or Section 4975 of the Code. The final regulations provide guidance on which assets
held by an insurance company constitute “plan assets” for purposes of the fiduciary responsibility provisions of
ERISA and Section 4975 of the Code.
Governmental plans, certain church plans and non-U.S. plans, while not subject to the fiduciary
responsibility provisions of Title I of ERISA or the provisions of Section 4975 of the Code, may nevertheless be
subject to state, local, other federal laws or non-U.S. laws that are substantially similar to the foregoingprovisions of ERISA and the Code, or Similar Laws.
By its acquisition of the debt securities (or any interest therein), each purchaser and subsequent transferee
thereof will be deemed to have represented and warranted, on each day from the date on which such purchaser ortransferee, as applicable, acquires its interest in such debt securities through and including the date on which such
purchaser or transferee, as applicable, disposes of its interest in such debt securities, either that (a) it is neither aPlan (including, without limitation, an entity the underlying assets of which include “plan assets” by reason of aPlan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan that is subject to
any Similar Law or (b) its acquisition, holding and disposition of a debt security (or any interest therein) will notconstitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of theCode (or, in the case of a governmental, church, non-U.S. or other plan, a similar violation under any applicable
Similar Law). Any purported transfer of such debt security, or any interest therein to a purchaser or transfereethat does not comply with the requirements specified in the applicable documents, will be of no force or effectand shall be null and void ab initio.
The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexityof these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is particularly important that fiduciaries, or other persons considering purchasing the debt
securities on behalf of, or with the assets of, any Plan or any governmental, church, non-U.S. or other plan,
consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any
Similar Laws to such investment and whether an exemption would apply to the purchase and holding of the debt
securities.
Each purchaser and holder of a debt security will have exclusive responsibility for ensuring that its purchaseand holding of the debt security does not violate the fiduciary or prohibited transaction rules of ERISA or the
Code or the provisions of any applicable Similar Law. Nothing herein shall be construed as a representation thatan investment in the debt securities would meet any or all of the relevant legal requirements with respect toinvestments by, or is appropriate for, Plans generally or any particular Plan. Neither this discussion nor anything
in this prospectus is or is intended to be investment advice directed at any potential purchaser that is a Plan or agovernmental, church, non-U.S. or other plan, or at such purchasers generally, and such purchasers and holdersof any debt security should consult and rely on their counsel and advisors as to whether an investment in the debt
securities is suitable and consistent with ERISA, Section 4975 of the Code or any Similar Laws, as applicable.

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PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
GeneralWe may sell the debt securities from time to time (1) to or through underwriters or dealers, (2) by ourselves
directly, (3) through agents, or (4) through a combination of any of these methods of sale, to be specified in theapplicable prospectus supplement.
The prospectus supplement for an offering of each series of debt securities will describe the terms of suchoffering, including:•a description of the transaction and the debt securities to be offered;•

the name or names of any underwriters, dealers or agents;•

the offering price or purchase price of the debt securities and the proceeds to us from the sale;•any discounts and commissions to be allowed or paid to any underwriters or agents and all other items
constituting underwriters’ or agents’ compensation;•

any discounts and commissions to be allowed or paid to dealers; and•any securities exchanges on which the debt securities may be listed.

If underwriters are used in the sale, we will execute an underwriting agreement with those underwriters
relating to the debt securities that we will offer. Unless otherwise set forth in the prospectus supplement, theobligations of the underwriters to purchase these debt securities will be subject to conditions. The underwriters
will be obligated to purchase all of these debt securities if any are purchased by them.
The debt securities subject to the underwriting agreement will be acquired by the underwriters for their own
account and may be resold by them from time to time in one or more transactions, including negotiatedtransactions, at a fixed public offering price or at varying prices determined at the time of sale. The debt
securities may be offered either to the public through underwriting syndicates represented by one or moremanaging underwriters or by one or more underwriters without a syndicate. Underwriters may be deemed to havereceived compensation from us in the form of underwriting discounts or commissions and may also receive
commissions from the purchasers of these debt securities for whom they may act as agent. Underwriters may sell
these debt securities to or through dealers. These dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may
act as agent. Any initial public offering price and any discounts or concessions allowed or reallowed or paid todealers may be changed from time to time.
In connection with underwritten offerings of the debt securities offered by this prospectus and in accordancewith applicable law and industry practice, underwriters may over-allot or effect transactions that stabilize,
maintain or otherwise affect the market price of the debt securities offered by this prospectus at levels above
those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting syndicate
covering transactions or imposing penalty bids, each of which is described below.
•

A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of
pegging, fixing or maintaining the price of a security.

•

A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in connection with the offering.

•

A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when offered debt securities
originally sold by the syndicate member are purchased in a syndicate covering transaction.

These transactions may be effected on an exchange or automated quotation system, if the debt securities arelisted on that exchange or admitted for trading on that automated quotation system, or in the over-the-counter122market or otherwise. Underwriters are not required to engage in any of these activities or to continue these
activities if commenced.
If dealers are utilized in the sale of debt securities offered by this prospectus, we will sell the debt securities
to the dealers as principals. The dealers may then resell the debt securities to the public at varying prices to be
determined by the dealers at the time of resale. The names of the dealers and the terms of the transaction will be
set forth in the prospectus supplement relating to that transaction.
Debt securities may be sold directly by us to one or more institutional purchasers, or through agents
designated by us from time to time, at a fixed price or prices, which may be changed, or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the debt securities in respect of which
this prospectus is delivered will be named, and any commissions payable by us to the agent will be set forth, inthe prospectus supplement relating to that offering. Unless otherwise indicated in the applicable prospectus
supplement, any agent will be acting on a best efforts basis for the period of its appointment.
We may authorize underwriters, dealers or agents to solicit offers from institutions to purchase from us thedebt securities at the public offering price stated in the prospectus supplement under delayed delivery contracts
providing for payment and delivery on a specified date in the future. If we sell debt securities under these delayeddelivery contracts, the prospectus supplement will state that as well as the conditions to which these delayeddelivery contracts will be subject and the commissions payable for that solicitation.
Underwriters, dealers and agents may be entitled, under agreements with us, to indemnification by us
relating to material misstatements or omissions. Underwriters, dealers and agents may be customers of, engage intransactions with, or perform services for, us and our subsidiaries or affiliates in the ordinary course of business.
Each series of debt securities will be a new issue and will have no established trading market prior to its
original issue. Any underwriters to whom offered debt securities are sold for public offering and sale may make amarket in the offered debt securities, but the underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. The debt securities offered by this prospectus may or may not belisted on a national securities exchange. No assurance can be given that there will be a market for any debt
securities offered by this prospectus.
Conflicts of Interest
If Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., or any other broker-dealer for which a
conflict of interest exists within the meaning of Rule 5121 of the Financial Industry Regulatory Authority’s rules
or any successor provisions, or Rule 5121, participates in the distribution of our debt securities, we will conduct
the offering in accordance with the applicable requirements of Rule 5121.
Market-Making Transactions by Affiliates
MUFG Securities Americas Inc. or our other affiliates may use this prospectus and the applicable prospectus
supplement in market-making transactions involving the securities after the initial sale. These transactions may
be executed in the open market or may be privately negotiated at prevailing market prices at the time of purchaseor sale or at related or negotiated prices. These affiliates may act as principal or agent in these transactions. These
affiliates are not obligated to make a market in any of the securities and may discontinue any market-making
activities at any time without notice.
The securities to be sold in market-making transactions include securities to be issued after the date of thisprospectus as well as securities issued prior to the date of this prospectus.
Information on the trade and settlement dates, as well as the purchase price, for a market-making transaction
will be provided to the purchaser in a separate confirmation of sale. Unless you are informed otherwise in theconfirmation of sale, this prospectus is being used in a market-making transaction.
123

LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain mattersunder U.S. federal law and New York law. Nagashima Ohno & Tsunematsu, our Japanese counsel, will passupon certain matters under Japanese laws. Simpson Thacher & Bartlett LLP will pass upon certain matters under
U.S. federal law and New York law for the underwriters.

EXPERTSThe financial statements of MUFG as of March 31, 2023 and 2022, and for each of the three years in the
period ended March 31, 2023, incorporated by reference in this prospectus by reference to MUFG’s annual reporton Form 20-F for the year ended March 31, 2023, and the effectiveness of MUFG’s internal control overfinancial reporting have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public
accounting firm, as stated in their reports. Such financial statements are incorporated by reference inreliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The
address of Deloitte Touche Tohmatsu LLC is Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku,
Tokyo 100-8360, Japan.
The financial statements of Morgan Stanley as of December 31, 2022 and 2021, and for each of the three
years in the period ended December 31, 2022, incorporated by reference in this prospectus by reference to
MUFG’s annual report on Form 20-F for the year ended March 31, 2023, and the effectiveness of Morgan
Stanley’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports. Such financial statements are incorporated byreference in reliance upon the reports of such firm given upon their authority as experts in accounting andauditing. The address of Deloitte & Touche LLP is 30 Rockefeller Plaza, New York, New York, 10112-0015,
United States of America.

WHERE YOU CAN OBTAIN MORE INFORMATIONThis prospectus is part of a registration statement on Form F-3 that we filed with the SEC. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities
that may be offered from time to time.
The rules and regulations of the SEC allow us to omit from this prospectus some of the information includedin the registration statement.
In addition, as required by the U.S. securities laws, we file annual reports, special reports and otherinformation with the SEC. The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy andinformation statements, and other information regarding issuers, including us, that file electronically with theSEC.
We are currently exempt from the rules under the U.S. Exchange Act that prescribe the furnishing andcontent of proxy statements, and our officers, directors and principal shareholders are exempt from the reportingand short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. We are notrequired under the U.S. Exchange Act to publish financial statements as frequently or as promptly as are U.S.
companies subject to the U.S. Exchange Act. We will, however, continue to furnish our shareholders with annual
reports containing audited financial statements and will publish unaudited interim results of operations as well assuch other reports as may from time to time be authorized by us or as may be otherwise required.

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INCORPORATION OF DOCUMENTS BY REFERENCEThe SEC allows us to “incorporate by reference” in this prospectus some or all information included in
documents we file with the SEC. This means that we can disclose important information to you by referring you
to those documents. The information in a document that is incorporated by reference is considered to be a part ofthis prospectus. We incorporate by reference in this prospectus the following documents or information we have
filed with the SEC:•

our annual report on Form 20-F for the fiscal year ended March 31, 2023, filed on July 24, 2023, and•our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP
as of and for the three months ended June 30, 2023, furnished on August 1, 2023, except for theforward-looking statements which were made as of the date thereof.

In addition, we incorporate by reference in this prospectus all subsequent annual reports filed on Form 20-F
and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act andcertain reports on Form 6-K, which we furnish to the SEC, if they state that they are incorporated by reference inthis prospectus, after the date of this prospectus until the offering contemplated in this prospectus is completed.
Reports on Form 6-K we may furnish to the SEC after the date of this prospectus (or portions thereof) areincorporated by reference in this prospectus only to the extent that the report expressly states that it is (or such
portions are) incorporated by reference in this prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by reference in thisprospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that astatement contained in this prospectus or in any subsequently filed document which also is or is deemed to beincorporated by reference in this prospectus modifies or supersedes that statement. The modifying or supersedingstatement need not state that it has modified or superseded a prior statement or include any other information set
forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shallnot be deemed an admission for any purposes that the modified or superseded statement, when made, constituted
a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required
to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was
made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, toconstitute a part of this prospectus.
We will provide you without charge upon written or oral request a copy of any of the documents that areincorporated by reference in this prospectus. If you would like us to provide you with any of these documents,
please contact us at the following address or telephone number: 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
100-8330, Japan, Attention: Public Relations Office (telephone: 81-3-3240-8111).
Except as described above, no other information is incorporated by reference in this prospectus (including,
without limitation, information on our website at https://www.mufg.jp/).
LIMITATIONS ON ENFORCEMENT OF LIABILITIESMUFG is a joint stock company incorporated in Japan. Most of our directors and corporate executives, andcertain experts named in this prospectus, are residents of countries other than the United States. As a result, you
should note that it may be difficult or impossible to serve legal process on us or our directors and corporate
executives, or to force us or them to appear in a U.S. court. Our legal counsel in Japan, Nagashima Ohno &Tsunematsu, has advised us that there is doubt as to the enforceability in Japan, in original actions or in actions toenforce judgments of U.S. courts, of civil liabilities based solely on U.S. securities laws. A Japanese court may
refuse to allow an original action based on U.S. securities laws. Our legal counsel has further advised that theUnited States and Japan do not currently have a treaty providing for reciprocal recognition and enforcement of
judgments, other than arbitration awards, in civil and commercial matters. Therefore, if you obtain a civil
judgment by a U.S. court, you will not necessarily be able to enforce it in Japan.
125

OUR REGISTERED HEAD OFFICE
Mitsubishi UFJ Financial Group, Inc.
7-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8330
Japan
TRUSTEE, PAYING AGENT, CALCULATION AGENT
AND REGISTRAR FOR THE SECURITIESThe Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
United States of America
OUR LEGAL ADVISORS
as to U.S. law
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Fukoku Seimei Building
2-2, Uchisaiwaicho 2-chome
Chiyoda-ku, Tokyo 100-0011
Japan

as to Japanese law
Nagashima Ohno & Tsunematsu
JP Tower
7-2, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-7036
Japan

LEGAL ADVISORS TO THE UNDERWRITERS
as to U.S. law
Simpson Thacher & Bartlett LLP
Ark Hills Sengokuyama Mori Tower
9-10, Roppongi 1-chome
Minato-ku, Tokyo 106-0032
Japan
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte Touche Tohmatsu LLC
Marunouchi Nijubashi Building
3-2-3 Marunouchi
Chiyoda-ku, Tokyo 100-8360
Japan
LISTING AGENT
Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A.
287-289, route d’Arlon
L-1150 Luxembourg
Grand-Duché de Luxembourg

MUFG
Mitsubishi UFJ Financial Group, Inc.
$750,000,000 8.2% Fixed Rate Resetting Perpetual SubordinatedDebt Securities

PROSPECTUS SUPPLEMENTMORGAN STANLEY
MUFG
J.P. Morgan
Barclays
BofA Securities
Citigroup
BNP PARIBAS
HSBC
TD Securities
Crédit Agricole CIB
NatixisSociété Générale Corporate & Investment Banking
NomuraRBC Capital Markets
Wells Fargo Securities