Bond Mizuh? Financial Group Inc. 0.47% ( XS2383901761 ) in EUR

Mizuh? Financial Group Inc.

100 % ▲

Japan

XS2383901761 ( in EUR )

0.47% per year ( payment 1 time a year)

06/09/2029

Prospectus brochure of the bond MIZUHO FINANCIAL GROUP INC XS2383901761 en EUR 0.47%, maturity 06/09/2029

100 000 EUR

1 000 000 000 EUR

06/09/2026 ( In 176 days )

Mizuho Financial Group, Inc. is a major Japanese financial services company offering a wide range of services including banking, securities, and asset management, operating both domestically and internationally.

The Bond issued by Mizuh? Financial Group Inc. ( Japan ) , in EUR, with the ISIN code XS2383901761, pays a coupon of 0.47% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/09/2029

FINAL TERMS OF THE NOTES
Final Terms dated 1 September 2021
Mizuho Financial Group, Inc.
Issue of 1,000,000,000 0.470 per cent. Fixed to Floating Rate Senior Notes due 2029 (the "Notes")
under the U.S.$30,000,000,000
Debt Issuance Programme
This document constitutes the Final Terms relating to the issue of Notes described herein. Terms used herein
shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated
31 August 2021 (the "Base Prospectus"). These Final Terms contain the final terms of the Notes and must be
read in conjunction with the Base Prospectus. Terms defined in the Base Prospectus have the same meaning
when used herein.
In connection with this issue, Mizuho International plc (the "Stabilising Manager") or any person acting for
the Stabilising Manager may over-allot or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail for a limited period. However, there may be
no obligation on the Stabilising Manager or any agent of the Stabilising Manager to do this. Such stabilising,
if commenced, may be discontinued at any time and must be brought to an end after a limited time.
Save as disclosed herein or in the Base Prospectus (including any documents incorporated by reference
therein), there has been no significant change in the financial or trading position of the Issuer, or the Issuer
and its consolidated subsidiaries taken as a whole, since 31 March 2021 and there has been no material adverse
change in the financial position or prospects of the Issuer, or the Issuer and its consolidated subsidiaries taken
as a whole, since 31 March 2021.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID
II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any
rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined
in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently,
no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available

to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"),
and professional clients, as defined in the Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any distributor should take into consideration the
manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act of Singapore: In connection with
Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the
Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
1
Issuer:
Mizuho Financial Group, Inc.
2
(i) Series Number:
13
(ii) Tranche Number:
1
3
Status of the Notes:
Senior
4
Specified Currency or Currencies:
Euro ("")
5
Aggregate Nominal Amount:
1,000,000,000
6
(i)
Issue Price of Tranche:
100 per cent. of the aggregate nominal amount
(ii) Net Proceeds:
996,500,000
7
(i)
Specified Denominations:
100,000 and integral multiples of 1,000 in excess
thereof
(ii) Calculation Amount:
1,000
8
(i)
Issue Date:
6 September 2021
2

(ii) Interest Commencement Date:
6 September 2021
9
Maturity Date:
6 September 2029 (not adjusted) (see Paragraph 28 for
the Business Centres applicable to payments)
10
Interest Basis:
Fixed to Floating Rate Interest
11
Redemption/Payment Basis:
Redemption at par
12
Change of Interest Basis or
The Notes will bear (i) fixed rate interest from and
Redemption/Payment Basis:
including 6 September 2021 to but excluding 6
September 2028 (the "Fixed Rate Period") and (ii)
floating rate interest from and including 6 September
2028 to but excluding 6 September 2029 (the "Floating
Rate Period"), each as further specified below
13
Put/Call Options:
Issuer Call
14
Listing and Trading:
Luxembourg Euro MTF Market
15
Method of distribution:
Syndicated
Provisions Relating to Interest (if any) Payable
16
Fixed Rate Note Provisions:
Applicable during the Fixed Rate Period
(i)
Rate of Interest:
0.470 per cent. per annum payable annually in arrear
(ii)
Interest Payment Date(s):
6 September in each year until 6 September 2028 (not
adjusted) (see Paragraph 28 for the Business Centres
applicable to payments)
(iii) Fixed Coupon Amount(s):
4.70 per Calculation Amount on each Interest Payment
Date
(iv) Broken Amount(s):
Not Applicable
(v)
Fixed Day Count Fraction:
Actual/Actual (ICMA)
(vi) Determination Date(s):
6 September in each year
(vii) Other terms relating to the method
None
of calculating interest for Fixed Rate
Notes:
17
Floating Rate Note Provisions:
Applicable during the Floating Rate Period
(i)
Interest Period(s):
As per the Conditions
(ii)
Specified Interest Payment Dates:
6 December 2028, 6 March 2029 and 6 June 2029, in each
case subject to adjustment in accordance with the
Business Day Convention specified below, and 6
September 2029, which is not subject to adjustment in
accordance with any Business Day Convention (see
Paragraph 28 for the Business Centres applicable to
payments)
(iii) Business Day Convention:
Modified Following Business Day Convention
(iv) Business Centre(s):
TARGET and Tokyo
3

(v)
Manner in which the Rate of Interest Screen Rate Determination
and Interest Amount is to be
determined:
(vi) Party responsible for calculating the
As per the Conditions
Rate of Interest and Interest Amount
(if not the Agent):
(vii) Screen Rate Determination:
-
Reference Rate:
Three-month EURIBOR
-
Interest Determination Date(s):
As per the Conditions
-
Relevant Screen Page:
Reuters EURIBOR 01
(viii) ISDA Determination:
Not Applicable
(ix) Margin(s):
+0.718 per cent. per annum
(x)
Minimum Rate of Interest:
Not Applicable
(xi) Maximum Rate of Interest:
Not Applicable
(xii) Floating Day Count Fraction:
Actual/360
(xiii) Fall back provisions, rounding
As set out in the Appendix hereto
provisions and any other terms
relating to the method of calculating
interest on Floating Rate Notes, if
different from those set out in the
Conditions:
18
Zero Coupon Note Provisions:
Not Applicable
19
Index Linked Interest Note Provisions:
Not Applicable
20
Dual Currency Note Provisions:
Not Applicable
Provisions Relating to Redemption
21
Issuer Call:
Applicable
(i)
Optional Redemption Date(s):
6 September 2028 (not adjusted) (see Paragraph 28 for
the Business Centres applicable to payments)
(ii)
Optional Redemption Amount(s) of
1,000 per Calculation Amount
each Note and method, if any, of
calculation of such amount(s):
(iii) If redeemable in part:
Not Applicable
(1) Minimum Redemption Amount:
Not Applicable
(2) Maximum Redemption
Not Applicable
Amount:
(iv) Notice period:
Notwithstanding the provisions in Condition 6(c), notice
shall be given not less than 15 nor more than 60 days
prior to the Optional Redemption Date in accordance
with Condition 13 to the Noteholders.
4

22
Investor Put:
Not Applicable
23
Final Redemption Amount of each Note:
1,000 per Calculation Amount
24
Early Redemption Amount(s) of each
1,000 per Calculation Amount
Note payable on redemption for taxation
reasons or on event of default and/or the
method of calculating the same (if
required or if different from that set out in
Condition 6(e):
25
Redemption for Tax Reasons:
For the purposes of Condition 6(b) (Redemption for Tax
Reasons), the Notes shall be treated as Fixed Rate Notes
from and including 6 September 2021 to and including 6
September 2028 and as Floating Rate Notes from and
including 7 September 2028 to and including 6
September 2029.
General Provisions Applicable to the Notes
26
Form of Notes:
(i)
Bearer/Registered Notes:
Registered Notes:
Registered Global Note exchangeable for Definitive
Registered Notes in the limited circumstances specified
therein.
(ii) New Global Note or New
The Registered Global Note will be registered in the
Safekeeping Structure:
name of a nominee for a common safekeeper for
Euroclear and Clearstream, Luxembourg (that is, held
under the new safekeeping structure).
27
Intended to be held in a manner which
Yes. Note that the designation "yes" simply means that
would allow Eurosystem eligibility:
the Notes are intended upon issue to be deposited with
one of Euroclear or Clearstream, Luxembourg as
common safekeeper (and registered in the name of a
nominee of one of Euroclear or Clearstream,
Luxembourg acting as common safekeeper) and does not
necessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any time during their life. Such recognition
will depend upon the European Central Bank being
satisfied that Eurosystem eligibility criteria have been
met.
28
Business Centre(s) or other special
TARGET and Tokyo
provisions relating to Payment Days:
29
Talons for future Coupons to be attached
No
to Definitive Notes (and dates on which
such Talons mature):
30
Redenomination applicable:
Redenomination not applicable
5

31
Other terms or special conditions:
Not Applicable
Distribution
32 (i)
if syndicated, names of Managers:
Mizuho International plc
Barclays Bank PLC
HSBC Bank plc
ING Bank N.V.
Natixis
(ii) Stabilising Manager (if any):
Mizuho International plc
33
If non-syndicated, name of relevant
Not Applicable
Dealer:
34
Additional selling restrictions:
Not Applicable
Operational Information
35
ISIN Code:
XS2383901761
36
Common Code:
238390176
37
Legal Entity Identifier:
353800CI5L6DDAN5XZ33
38
Any clearing system(s) approved by the
Not Applicable
Issuer, the Trustee, the Dealers and the
Agent other than Euroclear and
Clearstream, Luxembourg and the
relevant identification number(s):
39
Delivery:
Delivery against payment
40
Additional Paying Agent(s) (if any):
Not Applicable
General
41
Ratings:
The Notes are expected to be rated:
Moody's: A1
Fitch: A-
Moody's Japan K.K. and Fitch Ratings Japan Limited are
not established in the European Union or the United
Kingdom but the ratings given to the Notes are endorsed
by Moody's Deutschland GmbH and Fitch Ratings
Ireland Limited, respectively, which are established in the
European Union and registered under Regulation (EC) No
1060/2009, and by Moody's Investors Service Limited
and Fitch Ratings Ltd., respectively, which are established
in the United Kingdom and registered under Regulation
(EC) No 1060/2009 as it forms part of domestic law by
virtue of the EUWA. A security rating is not a
recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.
6

42
Status as Taxable Linked Notes:
The Notes are not Taxable Linked Notes as described in
Article 6, Paragraph 4 of the Special Taxation Measures
Act.
43
Reasons for the offer:
The Issuer intends to use the net proceeds from the
issuance and sale of the Notes to make a loan that is
intended to qualify as Internal TLAC under the Japanese
TLAC Standard to Mizuho Bank, Ltd., which will utilise
such funds for its general corporate purposes.
Listing Application
These Final Terms comprise the final terms required to list the issue of Notes described herein pursuant to the
U.S.$30,000,000,000 Debt Issuance Programme of the Issuer.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms which, when read together
with the Base Prospectus referred to above, contain all information that is material in the context of the issue
of the Notes.
7

Appendix
In relation to the Notes only, the following shall be added as a new Condition 4(f) in the section entitled
"TERMS AND CONDITIONS OF THE MHFG NOTES" in the Base Prospectus:
(f)
Benchmark discontinuation
(i)
Financial Adviser
Notwithstanding any other provisions in Condition 4, if a Benchmark Event occurs in relation
to an Original Reference Rate when any Rate of Interest (or any component part thereof)
during the Floating Rate Period remains to be determined by reference to such Original
Reference Rate, the Issuer shall use its reasonable endeavours to appoint a Financial Adviser,
as soon as reasonably practicable (provided that such appointment need not be made (i) if the
Issuer exercises its option to redeem the Notes prior to an Interest Period in respect of which
any Rate of Interest (or any component part thereof) remains to be determined by reference
to such Reference Rate, or (ii) earlier than 30 days prior to the first date on which the Original
Reference Rate is to be used to determine any Rate of Interest (or any component part
thereof)) during the Floating Rate Period, to advise the Issuer in determining a Successor
Rate, failing which an Alternative Rate (in accordance with Condition 4(f)(ii)) and, in either
case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition
4(f)(iv)). In giving such advice, a Financial Adviser appointed pursuant to this Condition 4(f)
shall act in good faith and in a commercially reasonable manner as an expert and (in the
absence of bad faith or fraud) shall have no liability whatsoever to the Issuer, the Trustee, the
Paying Agents, the Noteholders or the Couponholders for any advice given by it to the Issuer
in connection with any determination made by the Issuer, pursuant to this Condition 4(f).
(ii)
Successor Rate or Alternative Rate
If the Issuer, following consultation with the Financial Adviser and acting in good faith,
determines that:
(A)
there is a Successor Rate, then such Successor Rate and the applicable Adjustment
Spread shall subsequently be used in place of the Original Reference Rate to
determine the Rate of Interest (or the relevant component part thereof) for all future
payments of interest on the Notes (subject to the operation of this Condition 4(f));
or
(B)
there is no Successor Rate but that there is an Alternative Rate, then such
Alternative Rate and the applicable Adjustment Spread shall subsequently be used
in place of the Original Reference Rate to determine the Rate of Interest (or the
relevant component part thereof) for all future payments of interest on the Notes
(subject to the operation of this Condition 4(f)).
If (i) the Issuer is unable to appoint a Financial Adviser; or (ii) the Issuer fails to determine a
Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(f)
prior to the date which is 10 Calculation Agent Business Days prior to the relevant Interest
Determination Date, the Rate of Interest applicable to the next succeeding Interest Period
shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the
immediately preceding Interest Period (to the extent that such immediately preceding Interest
Period also falls within the Floating Rate Period). If there has not been a prior Interest Period
during the Floating Rate Period, the Rate of Interest shall be determined using the Original
Reference Rate last displayed on the relevant Screen Page prior to the relevant Interest
9

Determination Date. For the avoidance of doubt, this paragraph shall apply to the relevant
next succeeding Interest Period only and any subsequent Interest Periods are subject to the
subsequent operation of, and to adjustment as provided in, Condition 4(f)(i).
(iii)
Adjustment Spread
The Adjustment Spread (or the formula or methodology for determining the Adjustment
Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be).
If the Issuer, following consultation with the Financial Adviser, is unable to determine the
quantum of, or a formula or methodology for determining, such Adjustment Spread, then the
Successor Rate or Alternative Reference Rate (as applicable) will apply without an
Adjustment Spread.
(iv)
Benchmark Amendments
If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment
Spread is determined in accordance with this Condition 4(f) and the Issuer, following
consultation with the Financial Adviser and acting in good faith, determines (i) that
amendments to these Conditions and/or the Trust Deed are necessary to ensure the proper
operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable
Adjustment Spread, and the proper transition to a further fallback rate should an event
analogous to a Benchmark Event occurs in relation to such Successor Rate or Alternative
Rate (such amendments, the "Benchmark Amendments") and (ii) the terms of the
Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance
with Condition 4(f)(v), without any requirement for the consent or approval of the
Noteholders or the Couponholders, vary these Conditions and/or the Trust Deed to give effect
to such Benchmark Amendments with effect from the date specified in such notice.
At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an
authorised officer of the Issuer pursuant to Condition 4(f)(v), the Trustee shall (at the expense
of the Issuer), without any requirement for the consent or approval of the Noteholders, the
Couponholders or any other party, be obliged to concur with the Issuer in effecting any
Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to
or amending the Trust Deed), provided that the Trustee shall not be obliged so to concur if,
in the reasonable opinion of the Trustee following consultation with the Issuer, doing so
would impose significantly more onerous obligations upon it or expose it to any significant
additional duties, responsibilities or liabilities or significantly reduce or unfavourably amend
the protective provisions afforded to the Trustee in these Conditions or the Trust Deed
(including, for the avoidance of doubt, any supplemental trust deed) in any way.
At the request of the Issuer, the Calculation Agent or any Paying Agent shall (at the expense
of the Issuer), without any requirement for the consent or approval of the Noteholders, the
Couponholders or any other party, be obliged to concur with the Issuer in effecting any
Benchmark Amendments (including, inter alia, by the execution of an agreement
supplemental to or amending the Agency Agreement) to the extent possible.
In connection with any such variation in accordance with this Condition 4(f)(iv), the Issuer
shall comply with the rules of any stock exchange on which the Notes are for the time being
listed or admitted to trading.
(v)
Notices, etc.
Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any
Benchmark Amendments, determined under this Condition 4(f) will be notified at least 10
10