MBFJF Mitsubishi UFJ Financial Group Inc (PK)

As filed with the U.S. Securities and Exchange Commission on August 4, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KABUSHIKI KAISHA MITSUBISHI UFJ FINANCIAL GROUP

(Exact name of registrant as specified in its charter)

MITSUBISHI UFJ FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330, Japan

+81-3-3240-8111

(Address and telephone number of registrant’s principal executive offices)

General Manager

Mitsubishi UFJ Financial Group, Inc.

1251 Avenue of the Americas 43F

New York, New York 10020

+1-212-782-4024

(Name, address and telephone number of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company   ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

PROSPECTUS

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 to herein 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 specific terms 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 this prospectus. 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 of Japan, 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 of Interest).” Unless you are informed otherwise in the confirmation of sale, this prospectus and the applicable prospectus supplement are being used in a market-making transaction.

The date of this prospectus is August 4, 2023.

TABLE OF CONTENTS

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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 supplement that 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 applicable prospectus 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 of Documents 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 not authorized 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 to time 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 and Banking Corporation, as single entities, respectively, as well as to MUFG Bank and Mitsubishi UFJ Trust and Banking 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, and references 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 with Japanese 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 in accordance 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 this

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prospectus or any applicable prospectus supplement. You should consult your own professional advisers, as necessary, 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 in your jurisdiction and how such differences affect the financial information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.

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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 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 and uncertainties. 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,

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Given these and other risks and uncertainties, you are cautioned not to place undue reliance on forward-looking 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.

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RISK FACTORS

You 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 and the documents incorporated by reference herein and therein. Any of these factors may adversely affect the trading 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) with respect to the senior debt securities, your agreement to limit your right to obtain attachment and your acknowledgement and consent that the Senior Indenture (defined below) imposes no limitation on certain transfer 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 we currently are not aware of or do not currently appear to be material, may also result in decreased revenues or increased expenses or have other consequences that could adversely affect our financial condition and results of operations as well as the price and liquidity, and the rights of holders of, our securities, in which case your investment 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 this prospectus, before you decide to invest in the debt securities.

Risks relating to the debt securities being loss absorbing instruments, generally

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

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

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

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

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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.

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 a claim 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 and affiliates. MUFG may not be able to receive such funds from subsidiaries or affiliates due to adverse changes in their financial performance or material deterioration in its financial condition, restrictions imposed as a result of such deterioration by relevant laws and regulations, including general corporate law limitations as well as banking and other regulations, or any contractual obligations, including loss absorption requirements, applicable to 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 the creditors 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 or investments, or other changes in the legal or regulatory form or the ranking of the claims MUFG has against the subsidiaries. For example, to ensure that each of its material subsidiaries in Japan deemed systemically important by 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 will discharge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the FSA determines that the relevant subsidiaries are non-viable due to material deterioration in their financial condition. Any such contractual 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 materially adversely 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 to loss 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”) and

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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 and permanently 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 is applicable 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 systemically important 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 and recapitalization capacity, or Internal TLAC.

The FSA has designated as Domestic Resolution Entities the ultimate holding companies in Japan for Japanese G-SIBs or for a domestic systemically important bank, or D-SIB, deemed to be in particular need for a cross-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 the Domestic 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 be subordinated 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 “—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.”

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 introduction of the TLAC framework in Japan published by FSA, the FSA expressed its view that single point of entry, or SPE, 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 resolution of 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

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financial soundness, including recapitalization and restoration of liquidity of such material subsidiary, to the Domestic Resolution Entity for the financial institution under Article 52-33, Paragraph 1 of the Banking Act of Japan (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 of such Internal TLAC instruments. Following the write-off or conversion of Internal TLAC instruments, if the Prime Minister recognizes that the financial institution’s liabilities exceed, or are likely to exceed, its assets, or that it has suspended, or is likely to suspend, payments on its obligations, as a result of the financial institution’s loans to, or other investment in, the material subsidiary becoming subject to loss absorption or otherwise, and further recognizes that the failure of such financial institution is likely to cause a significant disruption to the Japanese 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 the financial institution for its orderly resolution.

Under the capital adequacy regulations in Japan, any confirmation (nintei) by the Prime Minister that Specified 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 that Specified 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 and liabilities, 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 from attaching any of our assets and claims which are to be transferred to a bridge financial institution or another financial 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 these measures 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 to loss 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 Measures or other measures by, or any decision of, the Prime Minister, the Deposit Insurance Corporation or a Japanese court may result in your rights as a holder of senior debt securities or the value of your investment in the senior debt securities being adversely affected. Based on the Japanese TLAC Standard, it is currently expected that the senior 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 a bridge 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.

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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 accordance with 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 to represent and manage and dispose 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). 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 to maintain a minimum amount of eligible debt issued to a parent entity that, at or near the point of resolution, or even 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 affect our 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 and depends 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 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, 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 to predict 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 to interpretation and application by the relevant authorities in Japan. It is uncertain how and under what standards

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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 in determining 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 to issue 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 of External 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 such change 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 their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the occurrence 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 anniversary of 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.

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The debt securities are complex financial instruments that involve a high degree of risk and may not be a suitable 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 such investment in light of its own circumstances. In particular, each potential investor should:

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, the underwriters 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 the secondary market for the debt securities is limited, there may be few or no buyers if you choose to sell your senior 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.

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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 non-financial foreign entity complies with certain information reporting, withholding, identification, certification and related requirements imposed by FATCA or any applicable intergovernmental agreement or pursuant to an agreement with the U.S. Treasury Department. Depending upon the status of a holder and the status of an intermediary 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 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 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 the date 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 applicable intergovernmental agreement, no additional amounts will be payable by us and withheld amounts will be treated as 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 the consequences 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 the debt 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 or withdrawal 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 be suspended 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 the credit 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 Japanese banks and their groups are likely to lead to rating downgrades. The credit rating agencies may also revise the ratings 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 by virtue of changes to applicable ratings methodologies, the credit rating agencies may downgrade, suspend or withdraw 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 the factors 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.

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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.

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 the option at any time to redeem the senior debt securities upon the occurrence of certain tax events, as described under “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 of holders 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 then in effect).

Any decision by us as to whether we will exercise our option to redeem the senior debt securities will be made 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 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 senior debt securities. As a result, you may be required to bear the financial risks of an investment in the senior debt securities until maturity. You should not invest 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 the redemption 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 a call right may be exercised) may limit their market value, which is unlikely to rise substantially above the price at which 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 the senior debt securities. In the future, we may also incur indebtedness that ranks pari passu with or junior to the senior debt securities. An increase in the outstanding amount of such securities or other liabilities may limit our ability to meet the obligations under the senior debt securities, and may also reduce the amount recoverable by you.

Except as required by applicable capital, liquidity and other regulatory requirements, the Senior Indenture also contains no restrictions 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 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 specific levels of net worth, revenues, income, cash flow or liquidity. You are not protected under the Senior Indenture in a merger or other change of control event, except to the extent described under “Description of Senior Debt Securities—Covenants.”

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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, the Tier 2 Securities will be subject to a Non-Viability Write-Down on a Write-Down Date, which means that the full 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 Event and remain unpaid, as further described in “Description of Fixed-Term Subordinated Debt Securities—Write-Down 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, 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 Tier 2 Securities, you will be deemed to have agreed to be bound by any Non-Viability Write-Down 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 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 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 or preferred shares, in each case which do not contain similar write-down provisions, and even if such other 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 court-administered insolvency proceedings. As a result, the holders of the Tier 2 Securities may also recover less ratably, 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 payable prior to the occurrence of a Non-Viability Event, upon the occurrence of a Non-Viability Event, you will have no rights 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 the occurrence 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.

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In addition, you will have no right to receive any compensation whatsoever for any loss resulting from a delay 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 write-down notice. See “—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.”

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, are unpredictable.

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 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 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 a result, it is difficult to predict when, if at all, the Prime Minister may confirm that Specified Item 2 Measures need 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 and application 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, or that MUFG has suspended, or is deemed likely to suspend, payment on its obligations in determining whether to apply 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 the minimum 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 other regulatory 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 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 liquidity of the Tier 2 Securities.

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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 when the 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 or interpretation 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 such securities 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 event of our bankruptcy, corporate reorganization, civil rehabilitation, or a “Subordination Event,” will be subordinated to 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, the liabilities under the Tier 2 Securities, and will rank pari passu with other unsecured fixed-term subordinated obligations 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 creditors that 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 a result, 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 holders of liabilities or shares that otherwise rank pari passu with or junior to the Tier 2 Securities may be able to recover some 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 the Tier 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 of interest 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”), the

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claims of the holders of the Tier 2 Securities will rank junior to the claims of all statutory subordinated bankruptcy claims (retsugoteki hasan saiken), as set forth in the Bankruptcy Law in more detail, in distribution in such 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 the commencement of bankruptcy proceedings, (ii) such portion of a claim with a fixed 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 the amount of the claim estimated as of the time of commencement of bankruptcy proceedings, or (iv) such portion of a claim for periodic payments the amount and duration of which are fixed, as corresponds to the total of the amounts calculated with regard to the respective 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 (both subordinated 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, based on the notices filed and our records, an official list of liabilities based on which distributions are to be made in a bankruptcy 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 from any delay in the receipt thereof, in each case as a result of your (or your custodian, nominee, broker or other representative) 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 or other 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 the liabilities 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 issuance or 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 amount plus any accrued and unpaid interest to (but excluding) the date of redemption, as described under “Description of 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 of redemption, upon our determination that there is more than an insubstantial risk that the Tier 2 Securities may no longer 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 occurrence of 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 be favorable or unfavorable to you. See “—Risks Related to the Debt Securities—Changes in applicable laws and regulations may adversely affect the rights of holders 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 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 not limited 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 be required 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 their market value, which is unlikely to rise substantially above the price at which the Tier 2 Securities can be redeemed.

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 the occurrence of a Subordination Event, in which case you will have a subordinated claim for an amount equal to the amount of principal plus any accrued and unpaid interest. Otherwise, you may not demand repayment or redemption 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 recovery of amounts owing under the Tier 2 Securities is that, subject to certain conditions, the trustee, on behalf of the holders of the Tier 2 Securities may, at its discretion, or will at the direction of the holders of 25% of the aggregate principal amount of the outstanding Tier 2 Securities, subject to applicable laws, prove in our bankruptcy, corporate reorganization, civil rehabilitation or other insolvency proceedings.

The remedies under the Tier 2 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 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 Subordinated Debt 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 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 to

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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 Event may 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 or constructive 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 your investment.”

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 effect from 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 that ranks pari passu with or junior to the Tier 2 Securities but is not subject to write-down provisions similar to the Tier 2 Securities. An increase in the outstanding amount of such securities or other liabilities may limit our ability 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 Indenture also contains no restrictions 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 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 specific levels of net worth, revenues, income, cash flow or liquidity. You are not protected under the Tier 2 Indenture in a 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 downgraded from 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 in market 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 determination of whether an obligation represents debt, equity, or some other instrument or interest for U.S. federal income tax

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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 for a 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 applicable prospectus 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 to accelerate 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 the repayment 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 a Liquidation 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 Event occurs, 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 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 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 or Bankruptcy Event.”

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A Non-Viability Event will be deemed to have occurred for purposes of the AT1 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, 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 have agreed 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 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, in each case which do not contain similar write-down provisions, and even if such other 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 write-down provisions.

Furthermore, except for claims for payments under the AT1 Securities that have become due and payable prior to the occurrence of a Non-Viability Event, upon the occurrence of a Non-Viability Event, you will have no rights 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 the occurrence 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 a delay 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 write-down 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, are unpredictable.

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

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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 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 a result, it is difficult to predict when, if at all, the Prime Minister may confirm that Specified Item 2 Measures need 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 and application 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, or that MUFG has suspended, or is deemed likely to suspend, payment on its obligations in determining whether to apply 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 the minimum 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 other regulatory 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 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 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 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 or interpretation 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 such securities 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.

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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 the occurrence 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 Non-Viability 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, in each 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 not contain similar write-down provisions.

Furthermore, except for claims for payments under the AT1 Securities that have become due and payable prior to the occurrence of a Bankruptcy Event, upon the occurrence of a Bankruptcy Event, you will have no rights 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 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 the occurrence 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 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 a delay 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 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 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

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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, the AT1 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—Write-Down 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 Write-Down and a write-down of the principal amount of (or conversion into equity, if applicable, of) all other outstanding debt securities that are intended to qualify as our Additional Tier 1 capital, which is triggered by the same 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 the full extent, is expected to result in an increase in our consolidated Common Equity Tier 1 ratio to a level short of 5.125%, 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 interest on 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 write-down 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%, and will be determined by us in consultation with the FSA and taking all other relevant considerations applicable at the 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, in each 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 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 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 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 write-down provisions.

Furthermore, except for claims for payments under the AT1 Securities that have become due and payable prior 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 have any 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 a

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Going Concern Write-Down as a result of Capital Ratio Event having occurred, or interest thereon. Upon the occurrence 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 in practice 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 a delay 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 write-down 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 in whole, 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, are unpredictable.

The occurrence of a Capital Ratio Event is inherently unpredictable and depends on a number of factors, any of 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 Japanese banking regulations. Although we currently publicly report our consolidated Common Equity Tier 1 ratio only on a 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, our business 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 capital requirements (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

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businesses and those we may seek to exit, our decision or ability to refinance regulatory capital instruments under terms and conditions similar or more favorable compared to prior financing, securities market fluctuations, and foreign 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 affect our consolidated Common Equity Tier 1 ratio and thus increase the risk of a Capital Ratio Event at any time, the occurrence of which would lead to a Going Concern Write-Down, as a result of which you could lose all or part of the value of your investment in the AT1 Securities. The market price of the AT1 Securities is expected to be affected 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 not have 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 to predict 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, 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 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 or interpretation 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 such securities 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 with respect 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 we determine 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 exercise of our determination to cancel such interest payment (or the portion of such interest payment not paid). If we

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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 to such 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. There can, 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 such cancellation 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, if any, or to meet our other obligations as they become due, including on any junior or parity liabilities (such as any other 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 holders of liabilities that otherwise rank pari passu with or junior to the AT1 Securities, or any classes of common shares or 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 the secondary 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 no rights thereto.

We will not make an interest payment on the AT1 Securities on any interest payment date if and to the extent that the amount of funds available for payment of interest on the AT1 Securities falls short of the amount of 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 be an 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 same terms in respect of interest payments as those of the AT1 Securities, and any securities effectively ranking junior in 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 of Interest 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 most

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senior ranking class of preferred shares in our capital, if any, and any other securities that are subject to substantially the same terms 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,” on the same interest payment date. Our distributable amount is the amount of surplus of our net assets over our capital 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 have a 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, 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.

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 such cancellation 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 same terms 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 and semi-annual dividends in December to the holders of record of our common stock as of September 30, if we elect to 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 have the 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 to holders 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 or

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dividend payments in the future, although we currently have no outstanding preferred shares. As a result, your pro 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 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.

The bank capital and other regulatory frameworks to which we are subject require us to hold certain levels of capital, including Common Equity Tier 1 capital and additional loss absorbing capacity. A failure to hold sufficient 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 or in 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 amount of 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 of capital 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 and reduced 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 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, 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, in the 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, in respect 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.

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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 basis of 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 that interest payment (or if we elect to make a payment of a portion, but not all, of such interest payment, the portion of 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 and perpetual 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 to liquidation 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 rank senior 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 of a 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 a practical matter, if a Non-Viability Event, Bankruptcy Event or Capital Ratio Event occurs, the principal amount of the AT1 Securities will be written down in whole or in part, and as a result, you may recover, if at all, less ratably 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 than comparable 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 write-down 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.

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Pursuant to the provisions of the Company Law, the holders of our liabilities (both subordinated and unsubordinated) will be required to file their claims in Japan in a liquidation proceeding (seisan) upon the occurrence 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 the Company 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 your custodian, nominee, broker or other representative) failing to duly file their claims in Japan in a timely manner or at all.

The AT1 Indenture does not contain any limitations on our incurrence or assumption of indebtedness or other 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 their issuance 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 or after the fifth year anniversary of their issuance as may be determined by us at 100% of their principal amount 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, 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 the date 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 the AT1 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 described under “Description of Perpetual Subordinated Debt Securities—Optional Redemption and Repurchases—Optional Regulatory Redemption,” or upon the occurrence of certain tax events, as described under “Description of 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 of holders 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 then in 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 not limited 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 the interest 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 be required 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

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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 your purchase 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 in connection 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 of amounts owing under the AT1 Securities is that, subject to certain conditions, the trustee, on behalf of the holders of 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 of Acceleration.”

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 full write-down, following the receipt of such write-down notice, DTC is expected to suspend all clearance and settlement of transfers through DTC of AT1 Securities. Due to such suspension, you may not be able to settle any transfer 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 to 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 Event, a Bankruptcy Event or a Capital Ratio Event, as the case may be, may 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, 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 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 Event, a Bankruptcy Event or a Capital Ratio Event, has occurred, regardless of whether you have received actual or constructive notice of such fact or otherwise. See “—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 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” 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 part of the value of your investment.”

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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 to such 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 that ranks 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 no restrictions 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 specific levels of net worth, revenues, income, cash flow or liquidity. You are not protected under the AT1 Indenture in a merger 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 in Japan on the AT1 Securities may be calculated and determined in Japanese yen, and you will not be compensated 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 Japanese laws 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 the currency 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 such recovery 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 your investment 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 amount is 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.

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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 downgraded from 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 in market prices of below-investment grade rated securities.

The U.S. federal income tax treatment and Japanese tax treatment of a write-down or reinstatement of principal 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 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 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 with respect 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 of such 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 be recognized 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 the foregoing.

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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 to individuals and corporate customers in Japan, Thailand and Indonesia and to corporate customers around the world. For a more detailed description of our history and business, see “Item 4. Information on the Company” in our 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 has entered 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.

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USE OF PROCEEDS

The 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.

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DESCRIPTION OF SENIOR DEBT SECURITIES

The 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 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 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 other terms 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 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 senior debt securities.

General

The 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 and unsecured 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 unsubordinated debt of the Company (except for statutorily preferred exceptions). Each series of senior debt securities will be effectively subordinated to any secured indebtedness incurred by the Company to the extent of the value of the assets 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 the Company’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, the Securities HD and MUMSS,” and “Risk Factors—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.”

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 in the 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 or administrative practices applicable to the Company and its agents in respect thereof, including the requirements under Japanese tax law.

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“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 the relevant floating interest rate as described in the applicable prospectus supplement or free writing prospectus with 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 the relevant fixed interest rate as described in the applicable prospectus supplement or free writing prospectus with respect 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 such confirmation is required under the Applicable Banking Regulations (as defined below)), be redeemed at the option of the Company as described in the applicable prospectus supplement or free writing prospectus with respect to the 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), and any orders, rules, regulations, ordinances, public ministerial announcements, guidelines and policies thereunder applicable at any time as the context may require under the Senior Indenture, including, without limitation, the Public 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 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 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, 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, 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 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 senior debt securities were then due. 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 the foregoing, the Senior Indenture requires that the Company deliver to the trustee a certificate signed by a

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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 securityholders.

Repurchases

The Company, or any of its subsidiaries, may, at any time, subject to prior confirmation of the FSA (if such confirmation 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 to purchase any senior debt securities held by any holder as result of the Company’s or such subsidiary’s purchase or 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 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 such withholding or deduction is required by law. In that event, the Company shall pay to the holder of each senior 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 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:

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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 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 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 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 the ministerial ordinance and other regulations 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 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 senior debt security, the title of the senior 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.

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By subscribing for the senior debt securities, a securityholder 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 Designated Financial Institution.

If (i) subsequent to making a payment on the senior debt securities without withholding or deduction of Japanese taxes, the Company is required to remit to the Japanese taxing authority any amount in respect 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 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, 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 senior 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 such moneys having been so received, 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 other governmental charge that is payable otherwise than by deduction or withholding from payments of principal or interest on the senior debt securities; provided that, except as otherwise set forth in the senior debt securities and the 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 the applicable prospectus supplement as an event of default with respect to any series of senior debt securities, having occurred and be continuing:

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Acceleration upon an Event of Default

The Senior Indenture provides that, unless otherwise set forth in a supplemental indenture, if any event of default 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 the trustee if given by the securityholders), may declare the entire principal of and interest accrued thereon to be due and 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 of such 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, other than the non-payment of the principal of the senior debt securities that has become due as a result of an acceleration, 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 of default 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 the order described below:

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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 be indemnified 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 other limitations, 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 the Company under the Senior Indenture, except actions for payment of overdue principal and interest, unless the following actions have occurred:

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 seeking

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reorganization under the Bankruptcy Law, the Civil Rehabilitation Law, the Corporate Reorganization Law, the Company Law or any other similar applicable law of Japan, and so long as such proceedings shall have continued, 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 such decree 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 the senior 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 the Company, 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 senior debt 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 is continuing. 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 or conveyances 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 or conveyances made pursuant to the authority of the Deposit Insurance Corporation to represent and manage and dispose 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 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 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:

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:

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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 the senior 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 holder that would be affected by the change:

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 senior debt 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 and responsibilities 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 the rights 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 of default, 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.

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Subject to the Senior 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 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 be incurred 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 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.

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 not less 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 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 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 a particular 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 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 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 accordance with 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.

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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 in respect of any senior debt security denominated in a currency 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 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, the trustee, the registrar and the paying agent may treat the person in whose name any senior debt security is registered as the absolute owner of the senior debt security for all purposes and none of them shall be affected by any 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 amount of senior debt securities of different authorized denominations, upon surrender for exchange or registration of transfer, at the corporate trust office of the trustee. Any senior debt security surrendered for exchange or presented for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer or other documentation in a form identified in the Senior Indenture. Senior debt securities issued upon exchange or transfer shall be registered in the name of the securityholder 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 the address 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 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 of senior 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 senior debt securities issued under such indenture. Such authenticating agent will be authorized to act on behalf of the trustee 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.

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DESCRIPTION OF FIXED-TERM SUBORDINATED DEBT SECURITIES

The 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 such series 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, 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 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 determined by 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 Subordinated Indenture 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 fixed-term subordinated debt securities.

General

The 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 (as defined below), as described under “—Write-Down and Cancellation upon a Non-Viability Event,” the fixed-term subordinated debt securities may effectively recover less than any liabilities or shares that are not subject 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, the Trust 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 of

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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.” By purchasing the fixed-term subordinated debt securities, you consent to such write-down and such write-down not constituting 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 Write-Down, as a holder of the fixed-term subordinated debt securities, you may also recover less ratably than the holders of liabilities or shares that otherwise rank, or are expressed to rank, pari passu with or junior to the fixed-term 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 this document, including those under the heading “Risk Factors—Risks Related to the Fixed-Term Subordinated Debt Securities (Tier 2 Securities).”

The fixed-term subordinated debt securities may be denominated and payable in U.S. dollars or other foreign 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 the requirements 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 (and in 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 have occurred 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:

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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 the Company as described above, the fixed-term subordinated debt securities are subject to a Non-Viability Write-Down, 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 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 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 such holder 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, 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 the excess payment within ten days after receiving notice of the excess payment, and shall also thereby agree that, upon the occurrence of a Subordination Event and for so long as 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 the Company 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 procedures for 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 be omitted.

“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 procedures for 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 subordinated bankruptcy 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 and payable prior to the occurrence of the Subordination Event and remain unpaid) and (ii) any liabilities of the Company which rank, or are expressed to rank, effectively either pari passu with, or junior to, the liabilities

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under the fixed-term subordinated debt securities (except for liabilities which have been due and payable prior to the 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 with respect 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 a fixed 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 the amount of the claim estimated as of the time of commencement of bankruptcy proceedings; or (iv) such portion of a claim for periodic payments the amount and duration of which are fixed, as corresponds to the total of the amounts 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 with respect 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 an action or proceeding only to a recovery in Japanese yen. The Company has agreed pursuant to the terms of the

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Fixed-Term Subordinated Indenture to indemnify against certain losses incurred as a result of any judgment or order being given or made for any amount due and payable under the fixed-term subordinated debt securities and such 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 subordinated debt 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 the non-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 bear interest at the relevant floating interest rate as described in the applicable prospectus supplement or free writing prospectus 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 bear interest at the relevant fixed interest rate as described in the applicable prospectus supplement or free writing prospectus 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 or after 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 applicable prospectus 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 a redemption 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 “additional amounts” (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 and policies thereunder applicable at any time as the context may require under the Fixed-Term Subordinated

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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.

Optional Tax Redemption

A series of fixed-term subordinated debt securities may, subject to prior confirmation of the FSA (if such confirmation 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 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, 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 fixed-term 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 by measures reasonably available to the Company; provided that, in the case of (i) above, no such notice of redemption 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 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 a certificate 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 fixed-term subordinated debt securities.

Optional Regulatory Redemption

A series of fixed-term subordinated debt securities may, subject to prior confirmation of the FSA (if such confirmation 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 more than 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 the reason that the amount of the fixed-term subordinated debt securities exceeds any limitations under such applicable 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 a certificate 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 satisfaction

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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 the Applicable Banking Regulations.

Notices of Redemption

Any notice of redemption of the fixed-term subordinated debt securities shall conform to the requirements with respect to such notice set forth in the Fixed-Term Subordinated Indenture and shall be irrevocable except in limited 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 applicable redemption 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 reasons described in the previous sentence, the Company will endeavor to promptly deliver written notice to the holders of 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 such confirmation 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’s or 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, 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) (other than with respect to principal, 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 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 to principal, 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 and remain unpaid) will be suspended from the occurrence of the Non-Viability Event until the Write-Down Date (as defined below).

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On the Write-Down Date:

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 have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid, as described above, 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 arising under, 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, 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.

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.

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“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, to deliver a written notice (a “Write-Down and Cancellation Notice”) to the holders of the fixed-term subordinated debt 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 or delay.

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 has commenced, 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, the Non-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 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 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 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:

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Payment of Additional Amounts

All payments of principal and interest in respect of the fixed-term subordinated debt securities by the Company 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 such withholding 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:

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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 fixed-term subordinated 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 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 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 the ministerial 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 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 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 free of 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)

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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 Designated Financial 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 in respect 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 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 fixed-term subordinated debt securities) shall be required to reimburse 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 such moneys 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 other governmental charge that is payable otherwise than by deduction or withholding from payments of principal or interest on the fixed-term subordinated debt securities; provided that, except as otherwise set forth in the fixed-term subordinated debt securities and the Fixed-Term Subordinated 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 Fixed-Term Subordinated Indenture or as a consequence 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 the holders 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.”

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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 the Company regarding the acceleration of the fixed-term subordinated debt securities might be to file their claims in the bankruptcy or other insolvency proceeding of the Company pursuant to the laws of Japan subject to the subordination provisions described under “—Subordination.”

If a court of competent jurisdiction shall (i) rescind or terminate a bankruptcy action with respect to the Company 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 plan pursuant to the Corporate Reorganization Law or (iii) rescind or terminate a civil rehabilitation proceeding with respect to the Company without approving the civil rehabilitation plan, or a Summary Rehabilitation Order or Consent 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 determination by 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 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 Acceleration Event or all events which could lead to a breach have been 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 to the 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 amount of 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 and independent obligation and will continue notwithstanding any such judgment, subject to the subordination and write-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:

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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 fixed-term 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 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 Fixed-Term Subordinated Indenture contains a provision entitling the trustee 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 the request 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 the following actions have occurred:

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 such holder.

Notwithstanding the foregoing, by purchasing or acquiring the fixed-term subordinated debt securities, you agree 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 the effectiveness 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.

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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, 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 fixed-term subordinated debt securities and under the Fixed-Term Subordinated Indenture 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 all conditions 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 one of the following events which shall have occurred and be continuing:

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:

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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 Fixed-Term Subordinated Indenture to:

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 in any 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 to any outstanding fixed-term subordinated debt security without the consent of each holder that would be affected by the change:

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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 the applicable prospectus supplement, which additional fixed-term subordinated debt securities shall increase the aggregate 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 that have 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 to all of the duties and responsibilities under the Fixed-Term Subordinated Indenture and those with respect to an indenture trustee under the Trust Indenture Act.

The Fixed-Term Subordinated Indenture provides that upon the occurrence of an Acceleration Event or a breach, 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 Subordinated Indenture 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 such rights, trusts or powers.

The Fixed-Term Subordinated 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 Fixed-Term 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.

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 fixed-term 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.

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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 a successor 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 or paying 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 such payment 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 proceeding arising 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 the jurisdiction 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 fixed-term 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 a currency 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 subordinated debt securities. The name of the registered holder of each 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

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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 of different 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 of transfer 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 upon exchange 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 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, 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 the holders 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 agents with 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, and fixed-term subordinated debt securities authenticated by such authenticating agent will be entitled to the benefits of the Fixed-Term Subordinated 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 Fixed-Term Subordinated Indenture.

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DESCRIPTION OF PERPETUAL SUBORDINATED DEBT SECURITIES

The following description of the terms of the perpetual subordinated debt securities contains certain general terms 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 the Company 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 Subordinated Indenture 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.

General

The 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 the occurrence 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 least pari 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 subordinated debt securities are subject to a Going Concern Write-Down (as defined below) and the Write-Down and Cancellation (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 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, the Trust 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 the Company 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 the

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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 the occurrence 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 of Interest 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 of default 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 the perpetual subordinated debt securities, you may also recover less ratably than the holders of liabilities or shares that 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 this document, 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 the requirements 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 subordinated debt 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 Claim shall not exceed the applicable Liquidation Distributable Amount (as defined below). At any time prior to the payment of a Liquidation Claim in accordance with the subordination provisions of the perpetual subordinated debt securities, a Liquidation Claim shall be subject to a Going Concern Write-Down or the Write-Down and Cancellation 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 the Company other than (i) 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), (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 the Company 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 of a Liquidation Event and remain unpaid).

“Liquidation Claim” means the claim of each holder of the perpetual subordinated debt securities then outstanding 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 payable pursuant 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 and remain 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 to commencement 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 be calculated in Japanese yen, and the Liquidation Distributable Amount payable in respect of a Liquidation Claim upon 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 in priority 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 the Company 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 preferred shares and common shares of the Company as described above, the perpetual subordinated debt securities are

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subject to a Going Concern Write-Down and the Write-Down and Cancellation, as described under “—Write-Downs 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 such holder 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 such perpetual subordinated debt securities, the payment of such excess 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 the amount of the excess payment within ten days after receiving notice of the excess 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 the Company 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 bear interest at the relevant floating interest rate as described in the applicable prospectus supplement or free writing prospectus 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 bear interest at the relevant fixed interest rate as described in the applicable prospectus supplement or free writing prospectus 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 $1,000 in 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:

The term “principal” of the perpetual subordinated debt securities means, as the context requires, the Current 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 other liabilities 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 part of 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 is required 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 a payment 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 not paid) 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 (in whole 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 the terms 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 payment of a cash dividend on the Company’s shares (in case of the Senior Dividend Preferred Shares, such cash dividend in excess of the product of one-half of the amount of the preferred cash dividend and a ratio, the numerator of which 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 perpetual

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subordinated debt securities on such interest payment date (for the purposes of the calculation of the full amount of interest which should have been paid on the perpetual subordinated debt securities, the amount of interest shall be 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 case where 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 amount that 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 have been 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 be deemed to be due and payable on the same date as the applicable interest payment date in relation to the perpetual subordinated debt securities, notwithstanding the effect of 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 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 and are 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 for the purposes of raising the Company’s regulatory capital (a “Special Purpose Company”) and qualifying as the Company’s Additional Tier 1 Capital).

“Additional Tier 1 Capital” means any and all items constituting Additional Tier 1 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 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 and policies 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 applicable regulatory 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 capital

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buffers. As a consequence, in the event that our consolidated common equity tier 1 capital is insufficient to meet the regulatory capital buffer requirements applicable to us, based on a capital distribution constraints plan submitted to the FSA, we will make a determination to cancel interest payments, in whole or in part, in respect of the 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 being referred to as the “Interest Payable Amount Limitation”) and, as a result, the Company will be prohibited from paying, 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 additional amounts 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 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 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 is the 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 the aggregate 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 have been paid in respect of any Senior Dividend Preferred Shares (as defined below) and any Parity Securities (as defined below) on the same date as such interest payment date (rounding any amount less than a whole cent down to the nearest whole cent).

“Senior Dividend Preferred Shares” means any preferred shares of the Company ranking most senior in priority 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 to Interest 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 to Interest Payable Amount Limitation.”

“Adjusted Distributable Amounts” means, in respect of any date, the distributable amounts (bunpai kano gaku) of the Company on such date as calculated in accordance with the Company Law, after deducting the sum

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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 the perpetual subordinated debt securities, any Parity Securities and any Junior Securities (as defined below) from the 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 to Interest 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 in right of dividend or 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 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 the perpetual 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 with respect 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 that are not denominated in Japanese yen shall be calculated in Japanese yen, and the Interest Payable Amounts and the amount of interest (including additional amounts with respect thereto, if any) on the perpetual subordinated debt securities that is required to be cancelled on such interest payment date 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.

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 to have accrued and will not be due and payable at any time thereafter, and the Company shall be discharged and released 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 (or additional 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 Subordinated Indenture. 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 should have 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 be obliged 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 perpetual

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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 because such cancellation is required due to the Interest Payable Amount Limitation, the Company will endeavor to provide a written notice of such cancellation 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 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 the amount 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 the perpetual 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 or more Capital Ratio Event(s) occurs during a period beginning on, and including, the Write-Up Date and ending on, but excluding, the immediately following interest payment date, and the Current Principal Amount of the perpetual 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), the perpetual subordinated debt securities shall bear interest for such interest period as follows:

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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:

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 such confirmation 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 the issuance of the perpetual subordinated debt securities or on the interest rate reset dates occurring on each five-year anniversary thereafter unless as otherwise described in the applicable prospectus supplement for a particular series of perpetual subordinated debt securities, on not less than 25 days nor more than 60 days’ prior notice to

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the holder of perpetual subordinated debt securities and the trustee, at a redemption price equal to 100% of the Original Principal Amount of the relevant series of perpetual subordinated debt securities (plus accrued and unpaid 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 the date fixed for redemption.

Optional Tax Redemption

A series of perpetual subordinated debt securities may, subject to prior confirmation of the FSA (if such confirmation 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 for redemption 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) 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, 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 by measures reasonably available to the Company; provided, that in the case of (i) above, no such notice of redemption 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 the circumstances 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 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 perpetual subordinated debt securities.

Optional Regulatory Redemption

A series of perpetual subordinated debt securities may, subject to prior confirmation of the FSA (if such confirmation 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 for redemption 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 have

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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 requirements with respect to such notice set forth in the Perpetual Subordinated Indenture and shall be irrevocable except in limited 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 the applicable 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 is rescinded 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 the occurrence of the relevant event.

Repurchases

The Company, or any of its subsidiaries, may, at any time, subject to prior confirmation of the FSA (if such confirmation 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 in the 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, the perpetual subordinated debt securities (including additional amounts with respect thereto, if any) (other than with respect to the Current Principal Amount, interest and any additional amounts that have become due and payable prior 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 with respect to the Current Principal Amount, interest and any additional amounts that have become due and payable prior 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:

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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 subordinated debt 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 and payable prior to the occurrence of a Capital Ratio Event and remain unpaid, as described above, upon the occurrence of a Capital Ratio Event, (a) the holders of the perpetual subordinated debt securities shall have no rights whatsoever under the Perpetual Subordinated Indenture or the perpetual 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 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 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 the perpetual 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 with respect 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, deliver a 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 Write-

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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 or delay 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 the perpetual 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 Original Principal 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 has commenced, 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 the perpetual 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, the Going 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 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.”

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 report under 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 accordance with applicable Japanese law (including an announcement under the Banking Law) or the rules of a relevant Japanese securities exchange, or (iv) a report made by the Company to the FSA or any other relevant Japanese supervisory authority after consultation with the outside auditor of the Company following the results of an inspection 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 competent regulatory 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 to deliver 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 subordinated debt 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 risk-weighted capital ratio on a consolidated basis, as calculated in accordance with 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, as of such date.

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“Going Concern Write-Down Amount” means, on any Going Concern Write-Down Date, the amount by which 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:

“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 order to 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 or Conversion (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 described herein 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 outstanding of any Going Concern Write-Down Instruments that are not denominated in Japanese yen shall initially be calculated 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 write-down or, if applicable, conversion to common shares of all or part of the Current Principal Amount outstanding of 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.

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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 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 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 such holder in respect of the perpetual subordinated debt securities which was subject to the Going Concern Write-Down 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 occurrence of 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 increased by the relevant Write-Up Amount (as defined below) on a Write-Up Date, by reinstating an amount of principal that 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 a Going Concern Write-Down, and the Company’s obligations to pay the principal of the perpetual subordinated debt securities that were previously discharged and released upon the occurrence of a Going Concern Write-Down, shall be reinstated, and such waiver, discharge and release previously given or granted shall be of no further 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 Occurrence of 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 shall the 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 in accordance 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 prior confirmation 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 of the 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 the perpetual 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 the aggregate amount of (i) the Original Principal Amount of all of the perpetual subordinated debt securities minus the Current Principal Amount outstanding of all of the perpetual subordinated debt securities and (ii) the Original Principal 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 Amount

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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 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.

“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 and the 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 effect to 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, the perpetual subordinated debt securities (including additional amounts with respect thereto, if any) (other than with respect to principal, interest and any additional amounts 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 such amounts and any claims therefor (other than with respect to principal, 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:

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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 to principal, 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:

The events described in paragraphs (i) through (iii) in the above two paragraphs are referred to as a “Write-Down 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 to the 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 the perpetual subordinated debt securities shall have no rights whatsoever under the Perpetual Subordinated Indenture or the perpetual 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 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 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.

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“Bankruptcy Event” means any of the following events:

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 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.

The Company shall endeavor, as soon as practicable after the occurrence of a Non-Viability Event or Bankruptcy Event, to deliver a written notice (a “Write-Down and Cancellation Notice”) to the holders of the perpetual 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 or Bankruptcy 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 the occurrence of a Non-Viability Event or Bankruptcy Event shall not change or delay the effect of the occurrence of 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 the perpetual subordinated debt securities, nor give holders of the perpetual subordinated debt securities any rights as a 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 has commenced, 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 the perpetual 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, the Non-Viability Write-Down shall take place on the relevant Write-Down and Cancellation Date or upon the occurrence 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.”

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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 case may 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 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 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:

Payment of Additional Amounts

All payments of principal and interest in respect of the perpetual subordinated debt securities by the Company 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 such withholding 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 “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 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:

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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 a financial 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 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 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 the ministerial 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 the Participant to establish that such beneficial owner of a perpetual subordinated 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 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 free of 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 Designated Financial 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 in respect 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 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 perpetual subordinated debt securities) shall be required to reimburse 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 such moneys 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 other governmental charge that is payable otherwise than by deduction or withholding from payments of principal or interest 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 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 Perpetual Subordinated Indenture or as a consequence of the issuance of the perpetual subordinated debt securities.

References to principal or interest in respect of the perpetual 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 perpetual 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 additional amounts with respect thereto, if any) or breach of covenants in the Perpetual Subordinated Indenture or the perpetual subordinated debt securities or any other event shall not constitute an event of default or an event of acceleration under the Perpetual Subordinated Indenture or the perpetual subordinated debt securities or give rise to 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 events of 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 described under “—Subordination.” The only action the trustee (acting on behalf of the holders) or the holders may practically take against the Company upon a Liquidation Event might be to file their Liquidation Claims in the liquidation 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 the perpetual 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 such occurrence, 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 to the subordination provisions, write-down provisions and interest cancellation provisions described above, shall be applied in the order described below:

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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 deemed null 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 the following actions have occurred:

Notwithstanding any other provision in the Perpetual Subordinated Indenture and any provision of the perpetual subordinated debt securities, the right of any holder of any perpetual subordinated debt security to receive 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 the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder.

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Notwithstanding the foregoing, by purchasing or acquiring the perpetual subordinated debt securities, you agree 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 write-down 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, 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 perpetual subordinated debt securities and under the Perpetual Subordinated Indenture 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 all conditions 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:

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:

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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:

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 in any 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 to any outstanding perpetual subordinated debt security without the consent of each holder that would be affected by the change:

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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 the applicable prospectus supplement, which additional perpetual subordinated debt securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the relevant series of the perpetual subordinated 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 perpetual subordinated debt securities.

Concerning the Trustee

Any trustee appointed pursuant to the Perpetual Subordinated Indenture will have and will be subject to all of the duties and responsibilities under the Perpetual Subordinated Indenture and those with respect to an indenture 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 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 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 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 Subordinated Indenture or the perpetual subordinated debt securities for the benefit of the holders of the perpetual 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 such rights, trusts or powers.

The Perpetual Subordinated 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 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 the perpetual 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 a successor 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 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 perpetual 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 Perpetual Subordinated Indenture is, and the perpetual 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 Perpetual Subordinated Indenture, the Company irrevocably designates Mitsubishi UFJ Financial Group, Inc., Attention: General Manager, with offices currently at 1251 Avenue of the Americas, 43^rd 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 subordinated debt securities in Japan in accordance with the subordination provisions of the perpetual subordinated debt securities.

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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 a currency 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 subordinated debt 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 subordinated debt security may be transferred or exchanged for a like aggregate principal amount of perpetual subordinated debt securities of different authorized denominations, upon surrender for exchange or registration of transfer, at the corporate trust office of the trustee. Any perpetual subordinated debt security surrendered for exchange or presented for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer 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 the address 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 the legend, the trustee will deliver only certificated perpetual 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 perpetual subordinated debt securities. The Company may change the paying agent or registrar without prior notice to the holders 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.

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Authenticating Agent

The Perpetual Subordinated Indenture permits the trustee to appoint an authenticating agent or agents with respect 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, and perpetual subordinated debt securities authenticated by such authenticating agent will be entitled to the benefits of the Perpetual Subordinated 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 Perpetual Subordinated Indenture.

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CLEARANCE AND SETTLEMENT

Book-Entry; Delivery and Form

DTC

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 the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become 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 be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the 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 of 1934, as amended, or the U.S. Exchange Act. DTC holds securities for its participants and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts 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 other organizations. 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 Subordinated Indenture 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 the clearing systems as to the principal amount of debt securities evidenced by the Global Note standing to the account of any accountholders. Any such certificate or other document issued by the clearing systems shall be conclusive and binding for all purposes. The trustee shall not be liable to any holder of debt securities, the Company or any other person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by the relevant clearing system and subsequently found to be forged 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

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participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related 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 through accounts 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 some other securities intermediary must follow the settlement procedures of such intermediary with respect to the settlement 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 the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual 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 of Euroclear 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 of Euroclear, Euroclear participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with Euroclear. If Euroclear did not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims of all participants credited with such interests 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 to pass 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 and professional depositary. Clearstream holds securities for its participating organizations and facilitates the clearance 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 and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic 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 United States, Clearstream customers are limited to securities brokers and dealers and banks, and may include the underwriters 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.

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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 of debt 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 the debt 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 be effected 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 through Euroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC rules on behalf 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 the transaction meets its settlement requirements, deliver instructions to the relevant European depositary to take action 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 a transaction with a person that does not hold the debt securities through Euroclear or Clearstream will be made during 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 the relevant Euroclear or Clearstream participants on that business day. Cash received in Euroclear or Clearstream as a 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 of Euroclear 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 for keeping 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 Note

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for all purposes under the debt securities and the Senior Indenture, the Fixed-Term Subordinated Indenture and Perpetual 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 for under Senior Indenture, the Fixed-Term Subordinated Indenture or the Perpetual Subordinated Indenture, as applicable.

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 the aggregate 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 with the 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 proxy assigns 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 to facilitate 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 event with 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). Any such 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 costs

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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 described above, owners of interests in the Global Notes will not be entitled to receive physical delivery of debt securities in certificated form.

Payment of principal and interest in respect of the certificated debt securities shall be payable at the office of agency 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 initially be The Bank of New York Mellon), provided that, at the option of the Company, payment may be made by wire transfer 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 such other addresses as may be specified in the written orders of the holders; and provided further that, payments of any interest on certificated debt securities (other than at maturity) may be made by the paying agent, in the case of a registered holder of at least U.S.$10,000,000 principal amount of debt securities, by electronic funds transfer of immediately available funds to a United States dollar account maintained by the payee, provided such registered 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 such debt securities shall remain in effect with respect to any future payments with respect to such debt securities payable to such holder.

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TAXATION

The following summaries are not intended as a complete analysis of the tax consequences under Japanese or United States federal income tax laws as a result of the purchase, ownership and sale of the debt securities by investors. 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 the applicable tax consequences under Japanese or United States federal income tax laws, the law of the jurisdiction of 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, under certain prescribed conditions, interest payments may be cancelled and the principal may be written down with a potential 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 to Japanese income tax or corporate tax.

No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japan by holders of debt securities in connection with the issue of the debt securities, nor will such taxes be payable by holders 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.

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Representation by Investor upon Distribution of Debt Securities

BY SUBSCRIBING FOR THE DEBT SECURITIES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED 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 the underwriters at any time, to be 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 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 the holder 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 Japan and 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 case different tax consequences may apply. It is not intended to be exhaustive and prospective purchasers are recommended to consult their tax advisers as to their exact tax position.

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 the Company under Japanese tax law.

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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 the withholding by the Company of income tax at the rate of 15.315% of the amount of such interest.

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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 person of the Company, in addition to any applicable local tax, income tax will be withheld at the rate of 15.315% of the amount 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 (as defined below) or a Specified Financial Institution (as defined below) to which such interest is paid through the Japanese 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 upon resident 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, the change to the taxation regime of debt securities that took effect on January 1, 2016.

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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 or other professional advisors on this point.

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 after January 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 for individual 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, ownership and 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 summary is 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 rulings and court decisions, and upon the Convention between the Government of the United States of America and the Government of Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Tax Convention. All of the preceding authorities are subject to change, possibly with retroactive 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, with respect to any of the U.S. federal income tax consequences described below. As a result, there can be no assurance that the IRS or a court considering these issues will not disagree with or challenge any of the conclusions 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 might

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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 or traders 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 no later 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, this summary 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, in the case of any Debt Securities, will be issued without original issue discount (other than de minimis original issue 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:

If a partnership (or other pass-through entity for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner in or owner of the partnership or pass-through entity will generally depend upon the status of the partner or owner and the activities of the entity. A partner in or owner of a partnership or other pass-through entity that is considering an investment in our securities should consult its own tax advisor regarding the tax 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 be construed 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 them under 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 to their 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 be treated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that the senior 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 is issued. Although the matter is not free from doubt, 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 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 for a 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 ruling from 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 consequences of the acquisition, ownership and disposition of the Tier 2 Securities would generally be the same as the consequences 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 treated as 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, the full 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 of the date of issuance, are remote or incidental. We intend to take the position (to the extent that we are required to take 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 a holder of the Debt Securities unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. Any such position is not, however, binding on the IRS, and if the IRS were successfully 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 capital gain) 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 their own 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 be taxable to a U.S. holder as ordinary income at the time it is received or accrued, in accordance with such U.S.

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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 in property (other than our own debt instruments) at least annually. In general, interest on a floating rate note is treated as QSI if (1) the issue price of the floating rate note does not exceed the original stated principal amount by 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) a single 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) at least 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 not free 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, and therefore, 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 such withheld tax is not in fact received by such U.S. holder. 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 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 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 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, if any, and additional amounts) paid on our Debt Securities will constitute “passive income” or, in the case of certain 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, a portion 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 the extent that we are required to take a position) that, on the first interest payment date for such Debt Securities, a portion of the total interest received will be treated as a return of such pre-issuance accrued interest and not as a payment 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 advisors concerning 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 the stated 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 bond premium will apply to all debt instruments (other than debt instruments the interest on which is excludable from gross 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 bond premium, the amount of the premium will represent a portion of such holder’s basis in the Debt Securities and will 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 capital gain 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 the case 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 bond premium 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 in their 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 is issued. 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 the write-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 to such 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 some other 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 the extent 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 respect of 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, such excess will be applied first to reduce such holder’s tax basis in its AT1 Securities, thereby increasing the amount of gain or decreasing the amount of loss recognized on a subsequent disposition of the AT1 Securities. Then, to the 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 our earnings 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 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 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 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 (and for purposes of 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 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, dividends we pay will constitute “passive income” or, in the case 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 the availability 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 in either 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 such holders 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 the average fair market value of its assets (determined quarterly) is attributable to assets that produce or are held for the 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, for

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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 active bank. 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 both the proposed Treasury regulations and the notice.

Based upon certain management estimates and assumptions, we do not believe that we were a PFIC for the year ended March 31, 2023. The determination of whether we are a PFIC must be made annually and involves a fact-intensive analysis based upon, among other things, the composition of our income and assets and the value of 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 an active 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 treated as a PFIC as to such U.S. holder in all succeeding years, regardless of whether we continue to meet the income or asset 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 disposition of 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 year that 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 other exchanges or markets, then a U.S. holder of AT1 Securities would not be subject to the foregoing PFIC rules if such 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 the excess, if any, of the fair market value of our AT1 Securities at the end of the taxable year over such holder’s adjusted 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 the mark-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 of income 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 the mark-to-market election is in effect and during which we are a PFIC, any gain will be treated as ordinary income

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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 or certain other exchanges or markets for purposes of the PFIC rules, or the IRS consented to the revocation of the election. In the event that we are classified as a PFIC, U.S. holders of AT1 Securities are urged to consult their tax 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 not provide U.S. holders of AT1 Securities with the information necessary to make a QEF election, and thus, the QEF 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 not eligible 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 (by value) 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 the amount 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 that are 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, a U.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 be treated for U.S. federal income tax purposes. For example, you likely would not be entitled to a deduction for loss 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 a full 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 to treat 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 disposition of our securities. U.S. holders should consult their own tax advisors regarding the application of this tax to their ownership 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 to certain 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 their own 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 of interest or dividends on our securities, generally will be subject to information reporting requirements and may also be subject to backup withholding unless:

Backup withholding is not an additional tax. Any amount withheld under these rules will be creditable against 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 not provide 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 their

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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 account holders 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 hold securities) that fails to comply with FATCA or any other investor that does not provide information sufficient to establish 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 date on 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-United States 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 particular situation.

We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local and other tax consequences to them of the purchase, ownership and disposition of our securities.

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CERTAIN ERISA AND SIMILAR CONSIDERATIONS

The 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 diversification and 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 and circumstances 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 which such 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 with ERISA 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 the Plan 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 the prohibited 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 the circumstances 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 to investments by insurance company pooled separate accounts), PTCE 95-60 (relating to investments by insurance company 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 person with 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 the case of a security for which there is not a generally recognized market, means fair market value as determined in good faith by the Plan fiduciary in accordance with regulations to be promulgated by the U.S. Department of Labor. 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 reliance on 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 insurance company 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 not subject 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 foregoing provisions 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 or transferee, 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 a Plan (including, without limitation, an entity the underlying assets of which include “plan assets” by reason of a Plan’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 not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (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 transferee that does not comply with the requirements specified in the applicable documents, will be of no force or effect and 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 complexity of 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 purchase and 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 that an investment in the debt securities would meet any or all of the relevant legal requirements with respect to investments 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 a governmental, church, non-U.S. or other plan, or at such purchasers generally, and such purchasers and holders of 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)

General

We 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 the applicable prospectus supplement.

The prospectus supplement for an offering of each series of debt securities will describe the terms of such offering, including:

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, the obligations 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 negotiated transactions, 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 more managing underwriters or by one or more underwriters without a syndicate. Underwriters may be deemed to have received 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 to dealers may be changed from time to time.

In connection with underwritten offerings of the debt securities offered by this prospectus and in accordance with 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.

These transactions may be effected on an exchange or automated quotation system, if the debt securities are listed on that exchange or admitted for trading on that automated quotation system, or in the over-the-counter

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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, in the 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 the debt 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 delayed delivery contracts, the prospectus supplement will state that as well as the conditions to which these delayed delivery 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 in transactions 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 a market 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 be listed 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 purchase or 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 this prospectus 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 the confirmation of sale, this prospectus is being used in a market-making transaction.

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LEGAL MATTERS

Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain matters under U.S. federal law and New York law. Nagashima Ohno & Tsunematsu, our Japanese counsel, will pass upon 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.

EXPERTS

The 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 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 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 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 LLP is 30 Rockefeller Plaza, New York, New York, 10112-0015, United States of America.

WHERE YOU CAN OBTAIN MORE INFORMATION

This 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 included in the registration statement.

In addition, as required by the U.S. securities laws, we file annual reports, special reports and other information with the SEC. The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.

We are currently exempt from the rules under the U.S. Exchange Act that prescribe the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. We are not required 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 as such 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 REFERENCE

The 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 of this prospectus. We incorporate by reference in this prospectus the following documents or information we have filed with the SEC:

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 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, 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) are incorporated 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 this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. The modifying or superseding statement 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 shall not 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, to constitute a part of this prospectus.

We will provide you without charge upon written or oral request a copy of any of the documents that are incorporated 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 LIABILITIES

MUFG is a joint stock company incorporated in Japan. Most of our directors and corporate executives, and certain 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 to enforce 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 the United 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.

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Mitsubishi UFJ Financial Group, Inc.

Part II

Information Not Required in Prospectus

Item 8. Indemnification of Directors and Officers

Article 330 and Article 402, Paragraph 3 of the Company Law of Japan (the “Company Law”) makes the provisions of Section 10, Chapter 2, Book III of the Civil Code of Japan (the “Civil Code”) applicable to the relationship between the registrant and its directors and corporate executive officers, respectively. Section 10, Chapter 2, Book III of the Civil Code, which consists of Articles 643 to 656, when so applied to the directors or corporate executive officers, among other things, provides in effect that:

The form of underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification and contribution by the underwriters with respect to certain liabilities of directors, officers and other controlling persons of the registrant.

Under the Company Law and the registrant’s articles of incorporation, the registrant may exempt, by resolution of the board of directors, its directors and corporate executives from liabilities to the registrant arising in connection with their failure to execute their duties in good faith and without gross negligence within the limits stipulated by applicable laws and regulations. In addition, the registrant has entered into a liability limitation agreement with each outside director and non-executive director which limits the maximum amount of their liability to the registrant arising in connection with a failure to execute their duties in good faith and without gross negligence to the greater of either ¥10 million or the aggregate sum of the amounts prescribed in Paragraph 1 of Article 425 of the Company Law and Articles 113 and 114 of the Company Law Enforcement Regulations.

The registrant also maintains a directors’ and officers’ liability insurance policy for its directors and corporate executives as insured parties, as stipulated in Paragraph 1 of Article 430-3 of the Company Law. This insurance policy covers legal damages and dispute costs borne by the insured parties, and the registrant bears the cost of all insurance premiums.

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Item 9. Exhibits

A list of Exhibits filed herewith is contained in the Exhibit Index which is incorporated herein by reference.

Item 10. Undertakings

The undersigned registrant hereby undertakes:

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the U.S. Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the U.S. Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the U.S. Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under Subsection (a) of Section 310 of the U.S. Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the U.S. Trust Indenture Act of 1939.

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Insofar as indemnification for liabilities arising under the U.S. Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the U.S. Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the U.S. Securities Act of 1933 and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

* To be filed, if necessary, by amendment or as an exhibit to a report filed or furnished pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act and incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, Mitsubishi UFJ Financial Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on August 4, 2023.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Hironori Kamezawa, Member of the Board of Directors, President and Group Chief Executive Officer, and Tetsuya Yonehana, Group Chief Financial Officer, or any one or more of them, as such person’s true and lawful attorney-in-fact and agent with full power of substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign and file with the U.S. Securities and Exchange Commission any and all amendments, including post-effective amendments, and supplements to this registration statement, with any and all exhibits thereto and other documents in connection therewith, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on August 4, 2023:

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Authorized Representative in the United States:

as the duly authorized representative of Mitsubishi UFJ Financial Group, Inc. in the United States

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Exhibit 1.1

MITSUBISHI UFJ FINANCIAL GROUP, INC.

(a joint stock corporation with limited liability organized under the laws of Japan)

FORM OF UNDERWRITING AGREEMENT

[                    ], 20[    ]

[Name(s) of Representative(s)]

as Representative[s] of the several Underwriters

c/o [                    ]

Ladies and Gentlemen:

Mitsubishi UFJ Financial Group, Inc., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof) for whom [insert name(s) of Representative(s)] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of [insert description of securities] ([insert name of securities], [and together with the [insert name(s) of securities,]/or] the “Securities”). The Securities are to be issued pursuant to a [insert name of indenture] [to be] dated as of [        ], 20[        ] ([as amended or supplemented from time to time,] the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). Securities issued in book-entry form will be issued to [insert name of securities depository].

The Company meets the requirements for the use of Form F-3 and has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, (File No: [    ]) on Form F-3, relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the U.S. Securities Act of 1933, as amended (the “1933 Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated [        ], 20[        ] in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act), is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, “Time of Sale Prospectus” means, collectively, the Basic Prospectus, the preliminary prospectus supplement dated [        ], 20[    ] relating to the Securities, and the final term sheet[s] in the form of Schedule B hereto (the “Pricing Supplement”), and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the 1933 Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein on the date hereof. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any

preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), that are deemed to be incorporated by reference therein.

The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has been executed as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

The Company acknowledges and agrees that [insert name(s) of the Representative(s)] may use the Prospectus in connection with secondary market offers and sales of the Securities as contemplated in the Prospectus under the captions “Plan of Distribution (Conflicts of Interest)” and “Underwriting (Conflicts of Interest)” (“Secondary Market Transactions”). The Company further acknowledges and agrees that [insert name(s) of the Representative(s)] are under no obligation to effect any Secondary Market Transactions and, if they do so, they may discontinue effecting such transactions at any time without providing any notice to the Company.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(i) Registration Statement. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(ii) Accuracy of Registration Statement and Prospectus. (i) Each document filed or to be filed pursuant to the 1934 Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the 1934 Act and the applicable rules and regulations of the Commission thereunder, (ii) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (iii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable and subject to Section 3(b)(II) hereof, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (v) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable and subject to Section 3(b)(II) hereof, will comply in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (vi) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available and at the Closing Time (as defined below), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable and subject to Section 3(b)(II) hereof, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (viii) the Prospectus does not contain and, as amended or supplemented, if applicable and subject to Section 3(b)(II) hereof, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties

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set forth in this paragraph do not apply to (i) statements or omissions in the Registration Statement, the Time of Sale Prospectus, any broadly available road show or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein (the extent of such information to be confirmed in a form substantially similar to Exhibit A hereto at the Closing Time) or (ii) that part of the Registration Statement that constitutes the Statements of Eligibility (Form T-1) under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.

(iii) Issuer Eligibility; Free Writing Prospectuses. The Company is not an “ineligible issuer” as defined in Rule 405 under the 1933 Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Except for the Pricing Supplement and electronic road shows, if any, each furnished to the Underwriters before first use, the Company has not prepared, used or referred to, and will not, without the Underwriters’ prior consent, prepare, use or refer to, any free writing prospectus.

(iv) Independent Accountants. Deloitte Touche Tohmatsu LLC, the accountants who audited the financial statements of the Company that were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for the fiscal years ended March 31, 20[        ], 20[        ] and 20[        ], are independent public accountants within the meaning of the Financial Instruments and Exchange Act of Japan (the “FIEA”) and related regulations thereunder and are independent certified public accountants with respect to the Company within the meaning of the 1933 Act and the applicable rules and regulations thereunder adopted by the Commission.

(v) Financial Statements. The audited annual consolidated financial statements [and the unaudited semi-annual condensed consolidated financial statements] included in the Time of Sale Prospectus and the Prospectus, together with the related notes, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statements of income, comprehensive income, equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; and said financial statements have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the respective regulations thereunder, and were prepared from accounting records maintained in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved, except for the effects of accounting changes as disclosed in the notes to the financial statements.

[The unaudited [semi-annual/quarterly] financial information included in the Time of Sale Prospectus and the Prospectus presents fairly the information shown therein and, except as noted therein, has been accurately derived from accounting records maintained in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”) applied on a consistent basis throughout the periods involved, except for the effects of accounting changes as disclosed in the notes to the financial statements.]

[Pursuant to Rule 3-09 of Regulation S-X, the financial statements and supplementary data of [insert name of equity method affiliate], an equity method investee of the Company, as of and for the fiscal year ended[        ], 20[        ], have been incorporated by reference into the Time of Sale Prospectus and the Prospectus by reference to[insert name of equity method affiliate]’s annual report on Form [10-K] (File No. [    ]) filed on [        ], 20[        ] with the consent of [insert name of auditor], the accountants who audited the financial statements of[insert name of equity method affiliate].]

The selected financial data of the Company included in the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and, except as noted therein, have been accurately derived from the relevant financial statements of the Company.

The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

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The selected statistical data incorporated by reference into the Time of Sale Prospectus and the Prospectus included [insert source of statistical data] incorporated by reference therein and the unaudited reverse reconciliation of selected financial information of the Company included in Exhibit [99.(b)] to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 20[        ] incorporated by reference therein present fairly the information shown therein and, except as noted therein, have been accurately derived from the accounting records (including managerial accounting records) of the Company.

(vi) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Time of Sale Prospectus and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, general affairs, business, management, business prospects, properties or results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company.

(vii) Incorporation of the Company. The Company has been duly organized and is validly existing as a joint stock corporation with limited liability under the laws of Japan and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement, the Securities, the Indenture and any other documentation to be entered into by the Company in connection with the offering, purchase, sale, issuance or delivery of the Securities (such other documentation to be entered into by the Company, the “Transaction Documents”); no steps have been made for the winding up of the Company under the laws of Japan; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(viii) Incorporation of Subsidiaries. Each principal subsidiary of the Company (as listed in Schedule C hereto) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

(ix) Capitalization of the Company. The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Prospectus and the Prospectus under the caption “Capitalization and Indebtedness” (except for subsequent issuances or repurchases, if any, pursuant to reservations, agreements, employee benefit plans or stock compensation plans referred to in the Time of Sale Prospectus and the Prospectus or pursuant to the exercise of shareholder rights, convertible securities or options referred to in the Time of Sale Prospectus and the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Time of Sale Prospectus and the Prospectus, there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options, or agreements to grant warrants, rights or options, to purchase or to subscribe for, or obligations or commitments of the Company or any of its Subsidiaries

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to create, issue, sell or otherwise dispose of, any capital stock or other equity securities (or any such securities, warrants, rights, options or obligations) of the Company or any of its Subsidiaries other than the rights of the Underwriters under this Agreement and other than any rights and obligations of the Company or any of its subsidiaries pursuant to which any capital stock or other equity securities of the Company or any of its Subsidiaries may be issued or otherwise transferred between the Company and/or any of its subsidiaries.

(x) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, under the laws of Japan, will constitute a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

(xi) Authorization of the Indenture and Transaction Documents. The Indenture and the Transaction Documents have been duly authorized by the Company and constitute, or when executed and delivered by the Company and the relevant party or parties thereto, will in each case constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). At the time of its execution, the Indenture [will have been/was] duly qualified under the Trust Indenture Act.

(xii) Authorization of the Securities. The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers) reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

(xiii) Description of the Securities, Indenture and Transaction Documents. The Securities, the Indenture and the Transaction Documents, as applicable, conform or will conform in all material respects to the respective statements relating thereto contained in the Time of Sale Prospectus and the Prospectus and are or will be in substantially the respective forms last delivered to the Underwriters prior to the date of this Agreement.

(xiv) Description of Taxation. The statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “Taxation,” insofar as they purport to describe the provisions of the laws, regulations and documents referred to therein, or legal conclusions with respect thereto, fairly summarize such provisions or conclusions in all material respects.

(xv) Absence of Defaults and Conflicts. Except as disclosed in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries is (i) in violation of its Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or similar organizational document, (ii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”) except, in the case of clause (i) above as applied to the Company’s subsidiaries, other than the Subsidiaries, or clause (ii) or (iii) above as applied to the

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Company or its subsidiaries, for such violations or defaults that would not, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Time of Sale Prospectus and the Prospectus and the consummation of the transactions contemplated herein, therein and in the Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or similar organizational document of the Company or any of its Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

(xvi) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent, except for such labor disputes that would reasonably be expected not to result in a Material Adverse Effect.

(xvii) Absence of Proceedings. Except as disclosed in the Time of Sale Prospectus and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which might result in a Material Adverse Effect, or which might materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture or the Transaction Documents or the performance by the Company of its obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Time of Sale Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, could not result in a Material Adverse Effect.

(xviii) Possession of Intellectual Property. The Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, except where the failure to own or possess would not, singly or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xix) Absence of Manipulation. None of the Company or any of its affiliates, as such term is defined in Rule 501(b) of Regulation D under the 1933 Act (“Affiliates”) (other than the Underwriters and their respective selling agents or persons acting on their behalf in such capacity, as to whom the Company makes no representation) has taken, or will take, directly or indirectly, any action which is designed to or which has

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constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company or to facilitate the sale or resale of the Securities.

(xx) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture or the Transaction Documents by the Company, except (i) such as have been already obtained, (ii) such as may be required under the 1933 Act or the rules and regulations thereunder, under the securities laws of any state of the United States or under the laws of any jurisdiction outside Japan and the United States, (iii) the reports by the Company under the Foreign Exchange and Foreign Trade Act of Japan to the Minister of Finance of Japan through the Bank of Japan, as set forth in Section 3(i) hereof and (iv) the necessary confirmation of, and notices or reports by the Company to, the Financial Services Agency of Japan under the Banking Act of Japan and regulations thereunder, including those with respect to any [early] redemption or repurchase of the Securities, if required under the law then in effect.

(xxi) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate national, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xxii) Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Time of Sale Prospectus and the Prospectus or (b) do not, singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Time of Sale Prospectus and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of the lease or sublease to be in full force and effect or such claim could not, singly or in the aggregate, result in a Material Adverse Effect.

(xxiii) Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as contemplated hereby and the application of the net proceeds therefrom as described in the Time of Sale Prospectus and the Prospectus, will not be required, to register as an “investment company” under the U.S. Investment Company Act of 1940, as amended.

(xxiv) Internal Accounting Controls. The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit the preparation of financial statements by the Company in conformity with U.S. GAAP and [Japanese GAAP/accounting principles generally accepted in Japan], as applicable, and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the

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recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. Except as disclosed in the Time of Sale Prospectus and the Prospectus, nothing has come to the attention of the Company that has caused it to believe that, since the end of the Company’s most recent audited fiscal year, any of the Company or any consolidated subsidiary has experienced any material difficulties with regard to clauses (A) through (E) above. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness as defined in AS 2201, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” of the Public Company Accounting Oversight Board in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act or the FIEA is recorded, processed, summarized and reported, within the time periods specified in the rules and regulations under the 1934 Act or the FIEA, as the case may be, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

(xxv) Payment of Taxes. All Japanese income tax returns of the Company and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which reserves required by U.S. GAAP have been provided, and except for the failure to file returns or to pay taxes that would not result in a Material Adverse Effect. The Japanese income tax returns of the Company and its subsidiaries through the fiscal year ended March 31, 20[    ] have been settled and no assessment in connection therewith has been made against the Company and its subsidiaries, except where the failure to settle the returns or the making of the assessment would not result in a Material Adverse Effect. The Company and its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability of the Company and its subsidiaries for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

(xxvi) Statistical and Market-Related Data. Any statistical and market-related data included in the Time of Sale Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.

(xxvii) Anti-Money Laundering Laws. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, the operations of the Company and its subsidiaries are, and have been conducted at all times, in all material respects in compliance with applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of all jurisdictions in which the Company or its subsidiaries operate, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened that could reasonably be expected to result in a Material Adverse Effect, or that could reasonably be expected to materially and adversely affect the consummation of the

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transactions contemplated by, or the ability of the Company to perform its obligations under, this Agreement, the Securities or the Indenture.

(xxviii) OFAC. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries nor any director, officer or employee thereof, nor, to the knowledge of the Company, any agent, affiliate or representative of the Company or any of its subsidiaries (i) is an individual or entity (“Person”) that is or, in the case of an entity, is owned or controlled by a Person that is, the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”) or (ii) is located, organized or resident in a Sanctioned Country (as defined below).

The Company will not, directly or indirectly, use the proceeds of the offering of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partner or other Person to fund or facilitate any activities of or business with any Person that is, or is in [the Crimea region, the so-called Donetsk People’s Republic region, the so-called Luhansk People’s Republic region or the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Syria] or any other country or territory that is, or whose government is, at the time of such funding or facilitation, the subject of Sanctions (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”), unless doing so will not result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(xxix) No Unlawful Payments. Neither the Company, nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or representative has, within the preceding five years, while acting on behalf of the Company or any of its subsidiaries, (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, each as may be amended, or equivalent anti-bribery or anti-corruption laws and regulations of other jurisdictions applicable to the Company and its subsidiaries, and the Company and its subsidiaries have instituted and maintain policies and procedures designed to ensure compliance therewith.

(xxx) Transfer Taxes. No stamp, issue, registration, documentary or transfer tax or duty or other similar tax or duty (collectively, “Transfer Taxes”) and no capital gains, income or withholding tax or other tax is payable by or on behalf of the Underwriters to Japan or any political subdivision or taxing authority thereof or therein in connection with (a) the creation, issuance, sale or delivery by the Company of the Securities to the Underwriters in the manner contemplated by this Agreement, or (b) assuming that each of the Underwriters is a non-Japanese corporation having no permanent establishment in Japan for Japanese tax purposes, (i) the sale by the Underwriters of the Securities in the manner contemplated by this Agreement and the Prospectus, (ii) the execution, delivery or performance outside Japan of this Agreement or (iii) the execution, delivery or performance outside Japan of the Indenture or the Transaction Documents or the consummation of any of the other transactions contemplated therein.

(xxxi) Withholding Taxes. Except as described in the Time of Sale Prospectus and the Prospectus, payments made by the Company to any holder of the Securities that is an individual non-resident of Japan or non-Japanese corporation (within the meaning given by Japanese tax laws) will not be subject to any withholding tax under the current laws of Japan or any political subdivision of Japan.

(xxxii) Validity under the Laws of Japan. Each of this Agreement, the Indenture, the Transaction Documents and the Securities is in proper form under the laws of Japan to be enforced against the Company, and to ensure the legality, validity, enforceability or admissibility into evidence in Japan of this Agreement, the Indenture, the Transaction Documents or the Securities, as the case may be, it is not necessary that this Agreement, the Indenture, the Transaction Documents or the Securities or any other documents be filed or recorded with any court or other authority in Japan or that any Japanese stamp or similar tax be paid by the Underwriters or

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purchasers therefrom on or in respect of this Agreement, the Indenture, the Transaction Documents or the Securities or any other document to be furnished hereunder or thereunder.

(xxxiii) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Time of Sale Prospectus and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(xxxiv) Personal Information Protection Law. The Company and its subsidiaries are and have been in compliance with the Personal Information Protection Law of Japan, except where such non-compliance would not, singly or in the aggregate, result in a Material Adverse Effect.

(xxxv) IT Systems. The Company’s and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except where the failure so to be adequate, operate or perform or such corruptants would not result in a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data) (“Personal Data”) used in connection with their businesses and to protect such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure so to implement or maintain would not result in a Material Adverse Effect. To the knowledge of the Company, there have been no outages or unauthorized uses of or accesses to such IT Systems or Personal Data, except for those that have been remedied or that would not result in a Material Adverse Effect.

[(xxxvi) Listing of Securities. Application has been made for the listing of the Securities on the [insert name of securities exchange] and the admission to trading of the Securities on the [insert name of securities exchange’s market].]

(b) Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price of: [(i) for the [insert name of securities], [    ]% of the principal amount of the [insert name of the securities] (which is equal to [    ]% of such principal amount minus an Underwriters’ commission equal to [    ] bps of such principal amount) and (ii) for the [insert name of securities], [    ]% of the principal amount of the [insert name of the securities] (which is equal to [    ]% of such principal amount minus an Underwriters’ commission equal to [    ] bps of such principal amount)], the aggregate principal amount of the [insert name(s) of the securities] set forth opposite the name of such Underwriter in Schedule A hereto plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

(b) Payment. Payment of the purchase price for the Securities shall be made no later than [insert time], [insert time zone], on [            ], 20[        ] (unless postponed in accordance with the provisions of Section 11 hereof), or such other time as shall be agreed upon by the Representatives and the Company (such date of payment being herein called the “Date of Payment”); provided, however, that such payment shall be deemed to be made at [insert time], [insert time zone], on the Date of Payment. In the event that any condition specified in Section 5

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hereof shall not have been fulfilled or waived in writing by the Representatives when and as required to be fulfilled or this Agreement is terminated pursuant to Section 10 or Section 11 hereof prior to [insert time] ([insert time zone]) on the Date of Payment (such time and date of fulfillment for the Securities being herein called the “Closing Time”), the Company shall cause the amount of the aggregate purchase price for the [insert name(s) of securities] to be returned to [insert name of Representative] on behalf of the Underwriters.

Payment of the purchase price shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company (and notified by the Company to [insert name of Representative] no later than [two] Business Days prior to the Closing Time). At the Closing Time, or such other time and date as shall be agreed upon by the Representatives and the Company, the Company shall cause [insert name of securities depository] to deliver to [insert name of Representative] for the respective accounts of the Underwriters the [insert name(s) of securities] to be purchased by them. It is understood that each Underwriter has authorized [insert name(s) of Representative(s)], for such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which such Underwriter has agreed to purchase. [insert name(s) of Representative(s)], individually and not as [a/the] representative[s] of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in [insert name of city] are generally authorized or obligated by law or regulation to close.

(c) Transfer Taxes. The Company will bear and pay any Transfer Taxes, including any interest and penalties, on the creation, issuance and sale of the Securities and their initial sale from the Underwriters to purchasers therefrom (“Subsequent Purchasers”) in accordance with the terms of this Agreement and on the execution and delivery of this Agreement and any value-added tax payable in connection with the expense reimbursement payable by the Company pursuant to this Agreement.

(d) Denominations; Registration. Certificates representing the Securities shall be issued in the name of Cede & Co., as nominee of DTC, and delivered to the Trustee, as custodian, and shall be issued in such denominations as the Representatives may request in writing in accordance with any minimum denomination set forth in the Prospectus at least one full Business Day before the Closing Time. The certificates representing the Securities will be made available for examination by the Underwriters in New York City not later than [insert time] ([insert time zone]) on the Business Day prior to the Closing Time or such other place, date and time as shall be agreed upon by the Company and the Representatives.

SECTION 3. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) Prospectus. The Company has furnished or, as promptly as possible, will furnish to the Representative copies of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to each Underwriter, without charge, such number of copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any amendments and supplements thereto or to the Registration Statement as such Underwriter may reasonably request.

(b) Notice and Effect of Material Events. (I) The Company will immediately notify the Representatives, and confirm such notice in writing, of (x) any filing made by the Company with any securities exchange or any other regulatory body in any jurisdiction if such filing (A) relates to the offering of the Securities and is made (or is required to be made) prior to the completion of the placement of the Securities by the Underwriters as evidenced by a notice in writing from the Representatives to the Company (which notice shall be provided to the Company promptly after the completion of the placement) or (B) relates primarily to the offering of the Securities; and (y) prior to the completion of such period when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is required by law to be delivered in connection with sales of the Securities by an Underwriter or dealer, any material changes in or affecting the condition, financial or otherwise, or the earnings,

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business affairs or business prospects of the Company and its subsidiaries considered as one enterprise in the context of any offer or sale of the Securities which (i) make any statement in the Time of Sale Prospectus, the Prospectus or any free writing prospectus false or misleading in any material respect or (ii) are not disclosed in the Time of Sale Prospectus or the Prospectus. In such event or if during such period any event shall occur as a result of which it is necessary or advisable, in the reasonable opinion of counsel for the Underwriters, to amend or supplement the Time of Sale Prospectus or the Prospectus in order that the Time of Sale Prospectus or the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus or the Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Securities have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, an amendment or amendments of, or a supplement or supplements to, (including, in each case, through incorporation by reference therein as permitted by the 1933 Act) the Time of Sale Prospectus or the Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters) so that, as so amended or supplemented, the Time of Sale Prospectus or the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Time of Sale Prospectus or the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered, not misleading or so that the Time of Sale Prospectus or the Prospectus, as amended or supplemented, will comply with applicable law.

(II) During the period beginning on the date of the Prospectus and continuing for as long as delivery of the Prospectus may be required under applicable law, in the reasonable judgment of [insert name(s) of Representative(s)], after consultation with the Company, in order to offer and sell any Securities in Secondary Market Transactions (the “Secondary Transactions Period”), the Company shall update, supplement or amend the Prospectus, through documents subsequently filed by the Company with the Commission pursuant to the 1934 Act that are deemed to be incorporated by reference therein or otherwise, so that the Prospectus, as updated, amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence notwithstanding, the Company may elect, upon notice to [insert name(s) of Representative(s)], not to comply with this Section 3(b)(II), but only for such period or periods that the Company reasonably determines are necessary, whether (a) to enable the completion of required English-language financial statements and related disclosures following the end of each fiscal year or quarter, as the case may be, or other material English-language disclosures or (b) for any other reason that the Company recognizes as being material to Secondary Market Transactions; provided, that no such period or periods shall exceed 90 days in the aggregate during any period of 12 consecutive calendar months; and, provided, further, that the Company shall promptly notify [insert name(s) of Representative(s)] if, for any reason, it believes that the preparation and filing of the English-language disclosures contemplated in the preceding clause (a) will be materially delayed. Upon receipt of any notice of such election as described in the foregoing sentence, [insert name(s) of Representative(s)] shall cease using the Prospectus or any amendment or supplement thereto in connection with Secondary Market Transactions until it receives notice from the Company that it may resume using such document (or such document as it may be amended or supplemented).

(c) Amendment and Supplements to Prospectus; Preparation of Pricing Supplement; Free Writing Prospectuses. The Company will advise each Representative promptly of any proposal to amend or supplement the Time of Sale Prospectus and the Prospectus, will furnish the Representatives with copies of any such documents within a reasonable amount of time prior to their proposed use, and will not use any such document or supplement which is promptly disapproved by the Representatives or counsel for the Underwriters on a reasonable basis. Neither the consent of the Representatives, nor the Representatives’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing

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Supplement, in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters, and shall file such Pricing Supplement within the period required by Rule 433(d)(5)(ii) under the 1933 Act following the date the final terms have been established for the offering of the Securities and furnish as soon as practicable prior to the time of each sale of the Securities in connection with the offering of the Securities when the Prospectus is not yet available to each Representative, without charge, as many copies of the Pricing Supplement as such Representatives may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the Representatives (which consent will not be unreasonably withheld), (A) it has not made and will not make any offer relating to the Securities by means of any free writing prospectus and (B) it has not made and will not make any offer relating to the Securities using a written communication not required to be filed with the Commission in reliance on the exemption of Rule 163B under the 1933 Act.

(d) Qualification of Securities for Offer and Sale. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions outside of Japan as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the date hereof (or, in the case of [insert name(s) of Representative(s)] in connection with any Secondary Market Transactions, for the duration of the Secondary Transactions Period); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Representatives with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Representatives may reasonably request.

(e) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.”

(f) Restriction on Sale of Securities. During a period beginning the date of this Agreement and ending the date of the Closing Time, the Company will not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer or contract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any other [United States dollar]-denominated [insert ranking of securities] debt securities of the Company [with a maturity greater than one year] or any securities that are convertible into, or exchangeable for, the Securities or such other [United States dollar]-denominated [insert ranking of securities] debt securities. For avoidance of doubt, such securities do not include certificates of deposit or other deposit products.

(g) Rating of Securities. The Company shall take all reasonable action necessary to enable [insert name(s) of rating agency/agencies] to provide credit ratings of the Securities.

(h) [insert name of securities depository]. The Company will cooperate with the Representatives and use their best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of [insert name of securities depository].

(i) Notice to the Minister of Finance. Following the Closing Time, the Company will submit in a timely manner the reports required to be submitted to the Minister of Finance of Japan through the Bank of Japan under the Foreign Exchange and Foreign Trade Act of Japan.

(j) No Public Offering. Neither the Company nor any person acting with its authority or on its behalf (other than the Underwriters and their respective selling agents or persons acting on their behalf in such capacity, as to whom the Company does not covenant) will engage in any form of advertising or solicitation of interest in the Securities in Japan or elsewhere under circumstances that would cause the Securities to be deemed to be offered to the public in Japan or any other jurisdiction where such an offer would be unlawful.

(k) No Stabilization. Neither the Company nor any of its Affiliates, nor any person acting on any of their behalf (other than the Underwriters and their respective selling agents or persons acting on their behalf in such capacity,

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as to whom the Company does not covenant) will take, directly or indirectly, any action designed to cause or to result in, or that will constitute or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company or any of its subsidiaries to facilitate the sale or resale of the Securities.

(l) Expiration of Registration Statement. If the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have initially been sold by the Underwriters (of which the Representatives will notify the Company promptly after the completion of the initial sale), prior to such third anniversary the Company, if it has not already done so and is eligible to do so, will file a new shelf registration statement and take any other action necessary to permit the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission.

(m) Furnishing of Earnings Statement to Securityholders. The Company will make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement which shall satisfy the provisions of Section 11(a) of the 1933 Act and the rules and regulations of the Commission thereunder (it being agreed and understood that the Company may, at its option, satisfy its obligations under this Section 3(n) in the manner specified in Rule 158 under the 1933 Act).

[(n) Listing of Securities. The Company will use its best endeavors to obtain the listing of the Securities on the [insert name of securities exchange] and the admission to trading of the Securities on the [insert name of securities exchange’s market] by the business day in [insert location of securities exchange] following the Closing Time or as soon as practicable thereafter and will use its commercially reasonable efforts to maintain such listing or the listing of the Securities on an alternative exchange while any of the Securities remain outstanding.]

SECTION 4. Payment of Expenses.

(a) Expenses. Unless otherwise agreed, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and delivery of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (including financial statements and exhibits) as originally made and of each amendment or supplement thereto, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities reasonably requested by the Representatives, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and any Transaction Documents, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any Transfer Taxes payable upon the sale, issuance and delivery of the Securities to the Underwriters as specified in Section 2 hereof and any charges of clearing agencies in connection therewith, (iv) the fees, disbursements and expenses of counsel, accountants and other advisors to the Company, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey and any supplement thereto and all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the U.S. Financial Industry Regulatory Authority, (vi) the fees and expenses of the Trustee and any paying agent, transfer agent, registrar, calculation agent or any other agent related to the Securities, including the fees and disbursements of counsel for such entities in connection with the Indenture, any Transaction Documents and the Securities, (vii) any costs and expenses of the Company relating to investor presentations on any “road show” as defined in Rule 433(h) under the 1933 Act (a “road show”) undertaken in connection with the marketing of the Securities, including, without limitation, expenses associated with the production of road show slides and

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graphics, (viii) the fees, disbursements and expenses of the Underwriters’ counsel in connection with the transactions contemplated hereby, (ix) any fees payable in connection with the rating of the Securities, (x) all costs and expenses incurred in connection with the listing of the Securities on the [insert name of securities exchange] or any alternative exchange, including the fees and disbursements of counsel retained in connection therewith, and (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representations contained in Section 1(a)(i) hereof.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 10(a) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the following further conditions:

(a) Opinions of Counsel for the Company. At the Closing Time, the Representatives shall have received the favorable opinions and disclosure letters, each dated as of the Closing Time, of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Company, and (ii) Nagashima Ohno & Tsunematsu, Japanese counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibits B and C hereto, respectively.

(b) Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the opinion and disclosure letter, reasonably satisfactory to them, dated as of the Closing Time, of Simpson Thacher & Bartlett LLP, counsel for the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(c) Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof or since the date as of which information is given in the Time of Sale Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and each Representative shall have received an original certificate of an authorized officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

(d) Accountants’ Comfort Letters. At the time of the execution of this Agreement, the Representatives shall have received from Deloitte Touche Tohmatsu LLC a letter dated such date, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Prospectus.

(e) Bring-down Comfort Letters. At the Closing Time, the Representatives shall have received from Deloitte Touche Tohmatsu LLC a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in their letter furnished pursuant to subsection (d) of this Section 5, except that the specified date referred to shall be a date not more than five business days prior to the Closing Time.

(f) Officer’s Certificates as to Prospectus. At each of the time of the execution of this Agreement and the Closing Time, the Representatives shall have received an original certificate of an authorized officer of the Company,

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dated as of such date, in form and substance satisfactory to the Representatives, with respect to certain of the financial statements and other financial information contained in the Time of Sale Prospectus and Prospectus and other financial information of the Company.

(g) Maintenance of Rating. At the Closing Time, the Securities shall be rated at least [             by [insert name(s) of rating agency/agencies]], and the Company shall have delivered to the Representatives a letter dated the date hereof, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any debt securities of the Company by [insert name(s) of rating agency/agencies] or any “nationally recognized statistical rating agency,” as that term is defined in Section 3(a)(62) of the 1934 Act, and no such organization shall have publicly announced that it has under surveillance or review its rating of the Securities or any debt securities of the Company.

(h) [insert name of securities depository]. At the Closing Time, the Securities shall have been designated eligible for clearing and settlement through the facilities of [insert name of securities depository].

(i) Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(j) Termination of Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 7, 8, 9, 12-19, 22, 25 and 27 hereof shall survive any such termination and remain in full force and effect.

[(k) Listing of Securities. By the Closing Time, the [insert name of securities exchange] shall have confirmed its approval of the Prospectus.]

SECTION 6. Subsequent Offers and Resales of the Securities.

(a) Offer and Sale Procedures. Each of the Underwriters hereby represents, warrants and agrees with the Company the following in connection with the offer and sale of the Securities:

(i) Offers and Sales. Offers and sales of the Securities shall be made to such persons and in such manner as is contemplated by the Prospectus. Each Underwriter, severally and not jointly, represents and covenants with the Company that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Company, such Underwriter (i) has not used and will not use any free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the 1933 Act and (ii) has not made and will not make any offer relating to the Securities using a written communication not required to be filed with the Commission in reliance on the exemption of Rule 163B under the 1933 Act. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act and (ii) (A) contains only (1) information describing the preliminary terms of the Securities or their offering or (2) information that describes the final terms of the Securities or their offering and that is included in the Pricing Supplement or (B) consists of any Bloomberg or other electronic communications providing certain ratings of the Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Securities. Each Underwriter, severally and not jointly, represents, warrants and agrees that it and its Affiliates have not offered, sold or delivered and will not offer, sell or deliver any of the Securities in any jurisdiction outside the United

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States except under circumstances that will result in compliance with the applicable laws thereof, and that it has taken or will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions.

(ii) Minimum Principal Amount. No sale of the Securities to any one Subsequent Purchaser will be for less than [U.S. $][insert amount] principal amount, and no Security will be issued in a smaller principal amount. If the Subsequent Purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least [U.S. $][insert amount] principal amount of the Securities.

(iii) Japanese Selling Restrictions; Taxation. Each Underwriter severally agrees that the Securities have not been and will not be registered under the FIEA and will be subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as amended) (the “Special Taxation Measures Act”). Accordingly, each Underwriter, severally and not jointly, represents and agrees 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 (which term as used in this paragraph (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 reoffering or resale, 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 FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, as part of its distribution pursuant to this Agreement at any time, directly or indirectly, offer or sell any Securities to, or for the benefit of, any person other than a beneficial owner that is, (a) 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 (such person is referred to as a “Specially-Related Person of the Company”) or (b) a Japanese financial institution, designated in Article 6, 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 the Company and acting in its capacity as an Underwriter, will be permitted to acquire or purchase, as part of the distribution pursuant to this Agreement, the remainder of the Securities from any of the other Underwriters, where such other Underwriter has failed to sell to Subsequent Purchasers all of the Securities that it acquired or purchased from the Company in its capacity as an Underwriter.

(b) Covenants of the Company. The Company covenants with each Underwriter that, prior to the finalization of the allocations of the Securities to the Subsequent Purchasers, the Company will identify and inform the Representatives of all Specially-Related Persons of the Company from the list compiled by the Underwriters of potential Subsequent Purchasers that may purchase any of the Securities from the Underwriters as part of the initial distribution of the Securities under this Agreement.

SECTION 7. Indemnification.

(a) Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its Affiliates, its selling agents, its and their representative directors, officers, agents, affiliates and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act in connection with the offering contemplated hereby, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act, any road show in connection with the marketing of the Securities, or

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the Prospectus or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the documents referred to in clause (i) above.

[For the avoidance of doubt, the Company agrees that references to “affiliates” of Morgan Stanley that appear in this Agreement shall be understood to include Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley MUFG Securities Co., Ltd. and their respective affiliates.]

(b) Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the documents referred to in clause (i) of such subsection, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein.

(c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent

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(i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 8. Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting commission received by the Underwriters bear to the aggregate offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

Each of the Company and the Underwriters agrees that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to Subsequent Purchasers were offered to Subsequent Purchasers exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

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No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A hereto and not joint.

SECTION 9. Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company, and (ii) delivery of and payment for the Securities.

SECTION 10. Termination of Agreement.

(a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has occurred any material adverse change in the financial markets in Japan, the United Kingdom, the United States or other international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (ii) if trading in any securities of the Company or any Subsidiaries has been suspended or materially limited by the Commission, the Financial Services Agency of Japan, the U.K. Listing Authority, the London Stock Exchange, the New York Stock Exchange, the Singapore Exchange Securities Trading Limited, the Luxembourg Stock Exchange, the Euro MTF Market or the Tokyo Stock Exchange, or if trading generally on the NYSE MKT LLC, the London Stock Exchange, the New York Stock Exchange, the Luxembourg Stock Exchange, the Euro MTF Market or the Tokyo Stock Exchange or in the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry Regulatory Authority, the Financial Services Agency of Japan, the U.K. Listing Authority or any other governmental authority other than daily limits or ranges imposed in the ordinary course by the Tokyo Stock Exchange, or a material disruption has occurred in commercial banking or securities settlement, or (iii) if a material disruption has occurred in commercial banking or securities settlement or clearance services in Japan or the United States, or with respect to Euroclear Bank SA/NV or Clearstream Banking S.A. systems in Europe, or (iv) if there occurs any change or development involving a prospective change in Japanese or United States taxation adversely affecting the Company, the Securities or the transfer thereof, or (v) if a banking moratorium has been declared by any relevant authority in Japan, London, New York or the United States.

(b) Liabilities. If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8, 9, 12-19, 22, 25 and 27 hereof shall survive such termination and remain in full force and effect.

SECTION 11. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and

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not jointly, to purchase the full amount of the Securities constituting Defaulted Securities in the proportions that their respective underwriting obligations of the Securities hereunder bear to the underwriting obligations of the Securities of all non-defaulting Underwriters, or

(b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder and arrangements satisfactory to the Underwriters and the Company for the purchase of such Securities are not made within 36 hours of such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, any of the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Time of Sale Prospectus and the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11.

SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives c/o [insert address(es)]; and notices to the Company shall be directed to it at [7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330], Japan, Attention: [Managing Director of the Office of the CFO, Financial Planning Division].

SECTION 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

SECTION 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons, affiliates, selling agents and officers and directors referred to in Sections 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons, affiliates, selling agents and officers and directors referred to in Sections 7 and 8 hereof and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

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SECTION 16. Consent to Jurisdiction; Appointment of Agent for Service of Process.

(a) The Company irrevocably consents and agrees for the benefit of the holders of the Securities and the Underwriters that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the Securities may be brought in the courts of the State of New York or the courts of the United States of America located in the County of New York and any appellate court from any thereof and, until all amounts due and to become due in respect of all the Securities have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.

(b) The Company hereby irrevocably designates, appoints and empowers Mitsubishi UFJ Financial Group, Inc., Attention: [General Manager] (the “Authorized Agent”), with offices currently at [1251 Avenue of the Americas, 43rd Floor, New York, NY 10020] as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against it in any such United States or state court located in the County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Securities or any additional agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, it being understood and agreed that the designation, appointment and empowerment of the Authorized Agent as such authorized agent shall become effective immediately upon the execution of this Agreement without any further action on the part of the Company or any other person or entity. The Company represents to each Underwriter that it has notified the Authorized Agent of such designation, appointment and empowerment and that the Authorized Agent has accepted the same. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 16 satisfactory to the Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 16 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to it, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the Securities brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

SECTION 17. Waiver of Immunities. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, or from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be

22

commenced, with respect to their obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the Indenture or any Transaction Documents, the Company hereby irrevocably and unconditionally, to the extent permitted by applicable law, waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement.

SECTION 18. Foreign Taxes. All payments by the Company to each of the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Japan, the United States or any other jurisdiction in which the Company has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of such Underwriter having some connection with any such jurisdiction other than its participation as Underwriter hereunder, and (ii) any income or franchise tax on the overall net income of such Underwriter imposed by the United States or any political subdivision of the United States (all such non-excluded taxes, “Foreign Taxes”). If the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments), equals the amount that would have been payable if no Foreign Taxes applied.

SECTION 19. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day preceding that on which final judgment is given. The obligation of the Company with respect to any sum due from it to any Underwriter or any person controlling any Underwriter or any affiliate of any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person or affiliate of any sum in such other currency, and only to the extent that such Underwriter or controlling person or affiliate may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person or affiliate hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person or affiliate against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person or affiliate hereunder, such Underwriter or controlling person or affiliate agrees to pay to the Company an amount equal to the excess of the United States dollars so purchased over the sum originally due to such Underwriter or controlling person or affiliate hereunder.

SECTION 20. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that the Company or any Underwriter is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Company or such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime.

(b) In the event that the Company or any Underwriter is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, or a BHC Act Affiliate of the Company or such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Company or such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime.

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For purpose of this provision, the terms which follow shall have the meanings indicated:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 21. Contractual Recognition of EU Bail-in. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understandings among the parties hereto, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts, and agrees to be bound by:

For purpose of this Section 21, the terms which follow shall have the meanings indicated:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms as amended, supplemented or replaced from time to time.

“BRRD Liability” means a liability in respect of which the relevant Bail-in Powers in the applicable Bail-in Legislation may be exercised.

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“Covered Underwriter” means any Underwriter subject to the Bail-in Legislation.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant Covered Underwriter.

[Insert any other applicable bail-in language]

SECTION 22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 23. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

SECTION 25. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 26. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

SECTION 27. WAIVER OF JURY TRIAL. THE COMPANY AND EACH OF THE UNDERWRITERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.

[Underwriting Agreement]

CONFIRMED AND ACCEPTED,

as of the date first above written:

For [itself/themselves] and as representative[s] of the other Underwriters named in Schedule A hereto.

[Underwriting Agreement]

SCHEDULE A

Sch A 1

SCHEDULE B

[Insert name of securities] Due 20[    ]

Issuer:

Size:

Issuer Ratings ([insert name(s) of rating agency/agencies]) *:

Expected Security Ratings (insert name(s) of rating agency/agencies) *:

Security Type:

[Ranking:]

Currency:

Interest:

Trade Date:

Settlement Date:

Settlement:

[Maturity:]

Redemption:

Interest Payment Dates:

[Interest Period:] (floating rate notes only)

First Interest Payment Date:

Pricing Benchmark:

[Benchmark Spot (Price/Yield):] (fixed rate notes only)

Spread to Benchmark:

Issue Price:

[Yield to Maturity:] (fixed rate notes only)

Underwriting Discount:

Net Proceeds before Expenses:

Day Count:

Business Days:

Business Day Convention:

Sch B 1

Denominations:

Listing:

Governing Law:

[Other Terms:]

Billing & Delivering:

Joint Lead Managers and Joint Bookrunners:

[Senior Co-Manager:]

[Co-Managers:]

Security Codes:

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Issuer has filed a registration statement (including a prospectus dated [            ], 20[        ] (the “Base Prospectus”)) and a preliminary prospectus supplement dated [            ], 20[        ] (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”) with the U.S. Securities and Exchange Commission (“SEC”) for this offering. Before you invest, you should read the Preliminary Prospectus for this offering, and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for more complete information about the Issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR^®) at www.sec.gov.

Alternatively, the Issuer, any underwriter or any dealer participating in the transaction will arrange to send you the Preliminary Prospectus if you request it by calling [insert name of Representative] toll-free at [                ] [or [insert name of Representative], toll-free at [                ]].

Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act of Singapore, as modified or amended from time to time (the “SFA”), the issuer has determined, and hereby notifies all relevant persons (as defined in 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).

*Note: An issuer rating or a security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.

Sch B 2

SCHEDULE C

MUFG Bank, Ltd.

Mitsubishi UFJ Trust and Banking Corporation

Mitsubishi UFJ Securities Holding Co., Ltd.

Sch C 1

Exhibit A

[Form from Underwriters referred to in Section [1(a)(ii)]]

Exhibit A 1

Exhibit B

[Form of Opinion and Disclosure Letter of Paul, Weiss, Rifkind, Wharton & Garrison LLP]

Exhibit B-1

Exhibit C

[Form of Opinion and Disclosure Letter of Nagashima Ohno & Tsunematsu]

Exhibit C-1

Exhibit 4.3

MITSUBISHI UFJ FINANCIAL GROUP, INC.

and

THE BANK OF NEW YORK MELLON

as Trustee

FIXED-TERM SUBORDINATED INDENTURE

Dated as of [            ]

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