Obligation MITSUBISHI UFJ FG Inc. 1.748% ( XS1693874197 ) en EUR

MITSUBISHI UFJ FG Inc.

100 % ⇌

Japon

XS1693874197 ( en EUR )

1.748% par an ( paiement annuel )

04/10/2032

Prospectus brochure de l'obligation MITSUBISHI UFJ FINANCIAL GROUP INC XS1693874197 en EUR 1.748%, échéance 04/10/2032

1 000 000 EUR

100 000 000 EUR

04/10/2026 ( Dans 237 jours )

Mitsubishi UFJ Financial Group Inc. (MUFG) est une holding financière japonaise, l'une des plus grandes au monde, offrant une large gamme de services financiers, dont la banque de détail, la banque d'investissement et la gestion d'actifs.

L'Obligation émise par MITSUBISHI UFJ FG Inc. ( Japon ) , en EUR, avec le code ISIN XS1693874197, paye un coupon de 1.748% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/10/2032

BASE PROSPECTUS
M U FG
Mitsubishi UFJ Financial Group, Inc.
(Incorporated with limited liability in Japan)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(Incorporated with limited liability in Japan)
U.S.$50,000,000,000
Medium Term Note Programme
Under the U.S.$50,000,000,000 Medium Term Note Programme described in this Base Prospectus (the "Programme"), Mitsubishi UFJ Financial Group, Inc. ("MUFG" or the
"Company") and The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU" or the "Bank", and together with MUFG, the "Issuers" and each an "Issuer"), subject to compliance with
all relevant laws, regulations and directives, may from time to time issue notes (the "Notes") denominated in any currency (including Euro) agreed between the Issuer of such
Notes (the "relevant Issuer") and the relevant Dealer (as defined below). As more fully described herein, Notes issued under the Programme may be unsubordinated Notes (the
"Unsubordinated Notes") or, in the case of certain notes issued by MUFG, subordinated Notes (the "Subordinated Notes").
The Unsubordinated Notes of MUFG are intended to qualify as total loss-absorbing capacity ("TLAC") debt upon the implementation of applicable TLAC regulations in Japan.
The Unsubordinated Notes of each Issuer will be the relevant Issuer's senior unsecured obligations and will rank equally in right of payment with all of the existing and future
unsecured and unsubordinated debt of the relevant Issuer (except for statutorily preferred exceptions), and will be senior to all of the existing and future unsecured and
subordinated debt of the relevant Issuer, and will be effectively subordinated to any secured indebtedness the relevant Issuer incurs, to the extent of the value of the assets
securing the same. For the Unsubordinated Notes of MUFG, see "Risk Factors -- Factors which are material for the purpose of assessing the risks associated with Notes issued
under the Programme -- Risks Related to Notes issued by MUFG -- Structural Subordination of Notes issued by MUFG", other risk factors set out in "Risk Factors", and the
Conditions (as defined below) relating to the Unsubordinated Notes of MUFG.
The Subordinated Notes of MUFG will be MUFG's subordinated obligations and will rank equally in right of payment with all of the existing and future unsecured,
unconditional and dated subordinated debt of MUFG, and senior to all of the existing and future unsecured, conditional and undated subordinated debt of MUFG (including the
existing and future perpetual subordinated debt and obligations of MUFG). Upon the occurrence of a Subordination Event (as defined in Condition 2(a) (Interpretation --
Definitions)), the rights and claims in respect of the Subordinated Notes shall be subordinated in right of payment to all Senior Indebtedness (as defined in Condition 2(a)
(Interpretation -- Definitions)). Further, the Subordinated Notes are subject to Non-Viability Write-Down (as defined in Condition 18(b) (Non-Viability Write Down -- Effect
of Non-Viability Event and Non-Viability Write-Down)) and so, upon the occurrence of a Non-Viability Event (as defined in Condition 2(a) (Interpretation -- Definitions)), no
amount under the Subordinated Notes shall thereafter become due, the full principal amount of each Subordinated Note will be written down to zero and the Subordinated
Notes will be cancelled. Such write-down would result in the holders of Subordinated Notes losing the entire principal amount of the Subordinated Notes. See Condition 18
(Non-Viability Write-Down).
This base prospectus (the "Base Prospectus") has been approved as a prospectus issued in compliance with Part 2 of the rules and regulations of the Luxembourg Stock
Exchange (the "Luxembourg Rules and Regulations") by the Luxembourg Stock Exchange in its capacity as competent authority under Part IV of the Luxembourg law of 10
July 2005 on prospectuses for securities, as amended (the "Prospectus Law") for the purposes of giving information with regard to the issue of Notes under this Programme.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of this Base Prospectus to be
admitted to listing on the official list of the Luxembourg Stock Exchange (the "Official List") and for such Notes to be admitted to trading on the Euro MTF Market of the
Luxembourg Stock Exchange (the "Euro MTF Market"). References in this Base Prospectus to Notes being "listed" on the Luxembourg Stock Exchange (and all related
references) shall mean that such Notes have been admitted to listing on the Official List and have been admitted to trading on the Euro MTF Market. The Euro MTF Market is
not a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. In relation to Notes
listed on the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the date hereof. However, unlisted Notes may be issued pursuant to the
Programme. The relevant Final Terms (as defined below) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock
Exchange (or any other stock exchange).
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed U.S.$50,000,000,000 (or its equivalent in other currencies calculated as
described herein) at the date of issuance of any Tranche (as defined on page 11) of Notes. A description of the restrictions applicable at the date of this Base Prospectus
relating to the maturity of certain Notes is set out on page 12.
The Notes will be issued on a continuing basis to one or more of the Dealers specified on the inside back cover of this Base Prospectus and any additional Dealer appointed
under the Programme from time to time, which appointment may be for a specific issue or on an on-going basis (each a "Dealer" and together the "Dealers"). The Dealer or
Dealers with whom the relevant Issuer agrees or proposes to agree on the issue of any Notes is or are referred to as the "relevant Dealer" in respect of those Notes.
Notes may be issued either in bearer form ("Bearer Notes") or in registered form ("Registered Notes"). Each Tranche of Notes will be issued on the terms set out herein under
"Terms and Conditions of the Notes" (the "Conditions") as supplemented by a document specific to such Tranche called final terms (the "Final Terms").
Each Tranche of Bearer Notes will initially be represented by a temporary global note (each, a "Temporary Global Note") or a permanent global note (each, a "Permanent
Global Note"). Each Temporary Global Note will be exchangeable on or after the date 40 days after the later of the completion of the distribution of the relevant Tranche of
Notes and the relevant issue date upon certification of non-U.S. beneficial ownership for interests in a Permanent Global Note or definitive Notes in bearer form (the
"Definitive Notes") as specified in the relevant Final Terms. Each Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for
Definitive Notes. Each Temporary Global Note and Permanent Global Note is expected to be deposited when issued with a common depositary (the "Common Depositary") or
a common safekeeper (the "Common Safekeeper") on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). See
"Summary of Provisions relating to the Notes while in Global Form".
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States, and Bearer Notes are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of
Bearer Notes) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S"))
except in certain transactions exempt from the registration requirements of the Securities Act. Each Tranche of Registered Notes sold outside the United States in reliance on
Regulation S, will be evidenced by a global registered note, without interest coupons (each a "Global Note Certificate") registered in the name of (or in the name of a nominee
for), and deposited with, a Common Depositary or a Common Safekeeper on behalf of Euroclear and Clearstream, Luxembourg. Registered Notes in definitive form will be
issued in exchange for interests in the Global Note Certificates in certain limited circumstances as set out under "Summary of Provisions relating to the Notes while in Global
Form".
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the ratings will be specified in the Final Terms. Such rating will not necessarily be the same as
ratings assigned to the Programme. In relation to the Programme, the following ratings have been assigned to the Notes: (i) in respect of the Unsubordinated Notes issued by
MUFG, a provisional rating of (P)A1 by Moody's Japan K.K. ("Moody's") and a rating of A+ by Rating & Investment Information, Inc. ("R&I"), (ii) in respect of the
Unsubordinated Notes issued by BTMU, a provisional rating of (P)A1 by Moody's and a rating of AA- by R&I, and (iii) in respect of the Subordinated Notes issued by MUFG,
a provisional rating of (P)A2 by Moody's Japan and a rating of A+ by R&I.
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.
Investors contemplating whether to purchase such Notes should refer to and consider carefully the risk factors described under the section headed "Risk Factors" in this
Base Prospectus.

Arranger
MUFG

Dealers
MUFG
Morgan Stanley
The date of this Base Prospectus is 10 August 2017.

Each Issuer accepts responsibility for the information in respect of itself contained in this document. To the
best of the knowledge and belief of each Issuer (each having taken all reasonable care to ensure that such is the case)
the information contained in this Base Prospectus in respect of itself is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Base Prospectus has been prepared for the purpose of giving information with regard to each Issuer and
its subsidiaries taken as a whole and the Notes which, according to the particular nature of the relevant Issuer and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of each Issuer. This Base Prospectus does not constitute a prospectus for the purposes
of the EU Directive 2003/71/EU, as amended (the "Prospectus Directive").
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State,
from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Base
Prospectus as completed by the Final Terms in relation to the offer of those Notes may only do so in circumstances
in which no obligation arises for each Issuer, MUFG Securities EMEA plc (the "Arranger") or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive, in each case, in relation to such offer. Neither of the Issuers, the Arranger nor any Dealer
have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for any Issuer, the Arranger or any Dealer to publish or supplement a prospectus for such offer. The
expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU),
and includes any relevant implementing measure in the Relevant Member State.
The Notes have not been and wil not be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and the Notes may include Bearer Notes that are
subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered
within the United States or to U.S. persons (see "Subscription and Sale").
To the full extent permitted by law, none of the Arranger or the Dealers accept any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger or a
Dealer or on its behalf in connection with any of the Issuers or the issue and offering of the Notes. Each of the
Arranger and Dealers accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save
as referred to above) which it might otherwise have in respect of this Base Prospectus or any such statement. The
Arranger and the Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the
Arranger and the Dealers as to the accuracy or completeness of the information contained in this Base Prospectus or
any other information provided by any of the Issuers. The Arranger and the Dealers do not accept any liability in
relation to the information contained in this Base Prospectus or any other information provided by any of the Issuers
in connection with the Programme.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other information supplied in connection with the Programme and, if
given or made, such information must not be relied upon as having been authorised by each Issuer, the Arranger or
any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by
any of the Issuers, the Arranger or any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the relevant Issuer and the suitability of the purchase of such Notes.
Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an
offer or invitation by or on behalf of any of the Issuers or the Arranger or any of the Dealers to any person to
subscribe for or to purchase any Notes.
2

On the cover page of this Base Prospectus, under the headings "Arranger" and "Dealers", the references to
"MUFG" are to MUFG Securities EMEA plc. Elsewhere in this Base Prospectus, references to "MUFG" are to
Mitsubishi UFJ Financial Group, Inc.
The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning any of the Issuers is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Arranger and the Dealers expressly do not undertake to review the financial condition or
affairs of any of the Issuers during the life of the Programme. Investors should review, inter alia, the most recent
consolidated financial statements, if any, of the relevant Issuer when deciding whether or not to purchase any Notes.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves about,
and observe, any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of Notes in the United States, the European Economic Area, the United Kingdom and Japan (see
"Subscription and Sale").
IMPORTANT EEA RETAIL INVESTORS: If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended, from 1 January 2018, to be
offered, sold or otherwise made available to and, with effect from such date, 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 2002/92/EC ("IMD"), 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 the Prospectus Directive. 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.
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Act") and are subject to the
Special Taxation Measures Act of Japan (Act No. 26 of 1957) (as amended) (the "Special Taxation Measures Act").
The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used
in this sentence means any person resident in Japan, including any corporation or other entity organised 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 Financial Instruments and Exchange Act and any other applicable laws, regulations and
governmental guidelines of Japan. The Notes are not, as part of the distribution by the Dealers 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 person having a special relationship with
the Issuer of the relevant Notes as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a
"Specially-Related Person of the Issuer") or (ii) a Japanese financial institution, designated in Article 6, Paragraph 9
of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation Measures Act.
BY SUBSCRIBING THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT
IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (I) OR (II) ABOVE. See "Subscription and
Sale".
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is established
that such Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x)
an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-
Japanese corporation that in either case is a Specially-Related Person of the Issuer, (i ) a Japanese designated
financial institution described in Article 6, Paragraph 9 of the Special Taxation Measures Act which complies with
the requirement for tax exemption under that paragraph or (i i) a Japanese public corporation, financial institution or
financial instruments business operator described in Article 3-3, Paragraph 6 of the Special Taxation Measures Act
which complies with the requirement for tax exemption under that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in
the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either case is
a Specially-Related Person of the Issuer will be subject to deduction in respect of Japanese income tax at a current
rate of 15.315 per cent. of the amount of such interest.

3

Neither of the Issuers intends to issue Taxable Linked Notes under the Programme. "Taxable Linked Notes"
means those Notes of which the amount of interest is to be calculated by reference to certain indexes (as prescribed
by the Cabinet Order (Cabinet Order No. 43 of 1957, as amended) (the "Cabinet Order") under Article 6, Paragraph 4
of the Special Taxation Measures Act) relating to the relevant Issuer or a Specially-Related Person of the relevant
Issuer, such indexes including the amount of profits or gross revenues relating to the business of, the fair market
value of assets owned by, or the amount of dividends or other distributions paid by, the relevant Issuer or a Specially-
Related Person of the relevant Issuer. If Taxable Linked Notes are issued, notwithstanding the preceding two
paragraphs, interest on the Taxable Linked Notes will be subject to the 15.315 per cent. withholding tax even if paid
to an individual non-resident of Japan or a non-Japanese corporation that is not a Specially-Related Person of the
relevant Issuer.
All references in this Base Prospectus to "USD", "U.S. dollars", "U.S.$", "$" and "U.S. cents" refer to the
currency of the United States of America, those to "Japanese yen", "Yen", "JPY" and "¥," refer to the currency of
Japan, those to "Swiss francs" refer to the currency of Switzerland, those to "Sterling", "GBP" and "£" refer to the
currency of the United Kingdom, those to "Renminbi", "CNY" and "RMB" refer to the currency of the People's
Republic of China (excluding the Hong Kong Special Administrative Region, the Macau Special Administrative
Region and Taiwan, the "PRC"), and those to "Euro" and "EUR" refer to the currency introduced at the start of the
third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No.
974/98 of 3 May 1998 on the introduction of the Euro, as amended.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment wil be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any
Stabilising Manager(s)) in accordance with al applicable laws and rules.
FORWARD-LOOKING STATEMENTS
The Base Prospectus and the documents incorporated by reference herein include "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this Base Prospectus and the documents incorporated
herein, including, without limitation, those regarding each Issuer's financial position, business strategy, plans and
objectives of management for future operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance
or achievements of each Issuer, or industry results, to be material y different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based
on numerous assumptions regarding each Issuer's present and future business strategies and the environment in
which each Issuer will operate in the future. The important factors that could cause each Issuer's actual results,
performance or achievements to differ materially from those in the forward-looking statements include, but are not
limited to, those discussed under "Risk Factors" or documents incorporated by reference in this Base Prospectus.
These forward-looking statements speak only as of the respective dates of this Base Prospectus and the documents
incorporated herein. Each Issuer expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein or in any documents incorporated by reference herein to
reflect any change in any Issuer's expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
NOTICES TO INVESTORS
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained in, or incorporated by reference in,
this Base Prospectus or any applicable supplement;

4

(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will have
on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear al of the risks of an investment in the
Notes, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Notes, in particular, (i) the structural y subordinated nature
of the Subordinated Notes issued by MUFG, (ii) in the case of Unsubordinated Notes issued by
MUFG, the loss absorption mechanism applicable thereto in the case of MUFG becoming subject
to orderly resolution measures, (ii ) in the case of Subordinated Notes issued by MUFG, the
provisions governing a Non-Viability Write-Down (as defined in Condition 18(b) (Non-Viability
Write Down -- Effect of Non-Viability Event and Non-Viability Write-Down)), including the
circumstances under which a Non-Viability Event may occur, and be familiar with the behaviour of
any relevant indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce
risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A
potential investor should not invest in Notes which are complex financial instruments unless it has the expertise
(either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of such Notes and the impact such investment will have on the potential
investor's overall investment portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.

5

TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 7
SUPPLEMENTARY BASE PROSPECTUS .................................................................................................... 9
FINAL TERMS ............................................................................................................................................... 9
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 10
OVERVIEW OF THE PROGRAMME .......................................................................................................... 11
RISK FACTORS ........................................................................................................................................... 19
FORMS OF THE NOTES .............................................................................................................................. 32
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 35
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ........................ 70
FORM OF FINAL TERMS ............................................................................................................................ 74
USE OF PROCEEDS ..................................................................................................................................... 84
MITSUBISHI UFJ FINANCIAL GROUP, INC. ............................................................................................ 85
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. ...................................................................................... 86
TAXATION .................................................................................................................................................. 88
BOOK-ENTRY CLEARANCE PROCEDURES ............................................................................................ 94
SUBSCRIPTION AND SALE ....................................................................................................................... 96
GENERAL INFORMATION ......................................................................................................................... 99

6

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
1.
The following documents published by MUFG:
(a)
MUFG's annual report on Form 20-F for the fiscal year ended 31 March 2017 (the "2017
Form 20-F") filed on 14 July 2017 with the United States Securities and Exchange
Commission ("SEC") (which includes MUFG's audited consolidated financial statements,
prepared in accordance with accounting principles generally accepted in the United States
("U.S. GAAP"), for the fiscal years ended 31 March 2015, 2016 and 2017), excluding the
section entitled "Item 9. The Offer and Listing" on page 169, but including Exhibit 99(a)
(Capitalization and Indebtedness of Mitsubishi UFJ Financial Group, Inc. as of March 31,
2017) and Exhibit 99(b) (Unaudited Reverse Reconciliation of Selected Financial
Information);
(b)
Each annual report of MUFG on Form 20-F filed with the SEC subsequent to the 2017
Form 20-F, which includes MUFG's audited consolidated financial statements under U.S.
GAAP for the relevant fiscal year;
(c)
Each current report of MUFG on Form 6-K filed with the SEC subsequent to the 2017
Form 20-F, which contains MUFG's unaudited interim condensed consolidated financial
statements under U.S. GAAP for the relevant fiscal period;
(d)
MUFG's current report on Form 6-K filed on 29 June 2017 with the SEC, which contains
an English translation of selected financial information under accounting principles
generally accepted in Japan ("Japanese GAAP") as of and for the fiscal year ended 31
March 2017 included in MUFG's Annual Securities Report filed by MUFG with the
Kanto Local Finance Bureau, the Ministry of Finance of Japan (the "KLFB");
(e)
Each current report of MUFG on Form 6-K filed with the SEC subsequent to the 2017
Form 20-F, which contains an English translation of selected financial information under
Japanese GAAP included in MUFG's Annual Securities Report or MUFG's Quarterly
Securities Report, in each case filed by MUFG with the KLFB;
(f)
MUFG's current report on Form 6-K filed on 15 May 2017 with the SEC, which contains
MUFG's consolidated summary report (kessan tanshin) under Japanese GAAP as of and
for the fiscal year ended 31 March 2017, except for the forward-looking statements
(including earnings targets (if any)) which were made as of the date thereof;
(g)
MUFG's current report on Form 6-K filed on 1 August 2017 with the SEC, which contains
MUFG's consolidated summary report (kessan tanshin) under Japanese GAAP as of and
for the three months ended 30 June 2017, except for the forward-looking statements
(including earnings targets (if any)) which were made as of the date thereof;
(h)
Each current report of MUFG on Form 6-K filed with the SEC subsequent to the 2017
Form 20-F, which contains MUFG's consolidated summary report (kessan tanshin) under
Japanese GAAP for the relevant fiscal year or fiscal quarter, as the case may be, except
for the forward-looking statements (including earnings targets (if any)) which may be
made as of the date thereof; and
(i)
Each current report of MUFG on Form 6-K filed with the SEC subsequent to the 2017
Form 20-F, which contains MUFG's risk-adjusted capital ratios based on the Basel III
standards as of the end of the relevant fiscal period; and
2.
The following document published by BTMU:
(a)
An English translation of an excerpt of BTMU's Annual Securities Report, which contains
BTMU's audited consolidated financial statements, prepared under Japanese GAAP as of
31 March 2016 and 2017 and for each of the three years in the period ended 31 March
2017, filed by BTMU with the KLFB (the "2017 English Annual Securities Report"),
except for the sections "II. Business Overview 2. Management Policy, Business

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Environment and Issues to be Addressed, etc. (4) Target Financial Data" set out on page
27, and "II. Business Overview 3. Risks Related to Business" set out on pages 28 to 37.
The documents listed above shal be incorporated in and form part of this Base Prospectus, save that any
statement contained in a document which is incorporated by reference herein shall be modified or superseded for the
purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not,
except as so modified or superseded, constitute a part of this Base Prospectus. Any documents themselves
incorporated by reference in the documents incorporated by reference in this Base Prospectus shall not form part of
this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus may be inspected, free of charge, at
the website of the Luxembourg Stock Exchange at www.bourse.lu, and may be obtained, free of charge, at the
respective registered offices of the Issuers and the office of the Principal Paying Agent. Information contained in or
accessible from the website in this paragraph that is not incorporated by reference in this Base Prospectus as set out
above does not form part of and is not incorporated by reference into this Base Prospectus.
Some of MUFG's financial information contained or incorporated by reference herein is prepared in
accordance with U.S. GAAP and some of MUFG's financial information and al of BTMU's financial information
contained or incorporated by reference herein is prepared in accordance with Japanese GAAP. The basis of MUFG's
financial information prepared in accordance with U.S. GAAP may be significantly different in certain respects from
the basis of MUFG's financial information prepared in accordance with Japanese GAAP. For information on certain
differences between U.S. GAAP and Japanese GAAP, see "Unaudited Reverse Reconciliation of Selected Financial
Information", Exhibit 99(b) to the 2017 Form 20-F. Investors in any Notes should consult their 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 its
jurisdiction and how such differences affect the financial information contained or incorporated by reference herein.
The following table shows where specific items of information incorporated by reference in this Base
Prospectus can be found in the above-mentioned documents:
In the case of MUFG:
2017

Form 20-F
Report of Independent Registered Public Accounting Firm ..........................................................
F-3
Consolidated Balance Sheets as of March 31, 2016 and 2017 .......................................................
F-4-F-5
Consolidated Statements of Income for the Fiscal Years ended March 31, 2015, 2016 and 2017 . .
F-6-F-7
Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31,

2015, 2016 and 2017 ................................................................................................................
F-8
Consolidated Statements of Equity for the Fiscal Years ended March 31, 2015, 2016 and 2017 ....
F-9-F-10
Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2015, 2016

and 2017 ..................................................................................................................................
F-11-F12
Notes to Consolidated Financial Statements .................................................................................
F-13-F170

In the case of BTMU:
2017
English Annual
Securities

Report
Independent Auditors' Report ......................................................................................................
61
Consolidated Balance Sheets as of March 31, 2017 and 2016 .......................................................
62-63
Consolidated Statements of Income for the Fiscal Years ended March 31, 2017, 2016 and 2015 . .
64
Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31,

2017, 2016 and 2015 ................................................................................................................
65
Consolidated Statements of Changes in Equity for the Fiscal Years ended March 31, 2017,

2016 and 2015 ..........................................................................................................................
66-67
Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2017, 2016

and 2015 ..................................................................................................................................
68-69
Notes to Consolidated Financial Statements for the Fiscal Years ended March 31, 2017, 2016

and 2015 ..................................................................................................................................
70-136

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SUPPLEMENTARY BASE PROSPECTUS
Each Issuer has given an undertaking to the Dealers that, in the event that a significant new factor, material
mistake or inaccuracy relating to the information included in this Base Prospectus arises or is noted which is capable
of affecting the assessment by investors of any Notes which may be issued by it under the Programme, the Issuer
shall publish a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any
subsequent offering of the Notes and shall supply to each Dealer such number of copies of such supplement hereto or
new Base Prospectus as such Dealer may reasonably request. Any such supplement to this Base Prospectus or a new
Base Prospectus will be approved by the Luxembourg Stock Exchange and published on its website under
www.bourse.lu.
FINAL TERMS
Any information relating to the Notes which is not included in this Base Prospectus and which is required in
order to complete the necessary information in relation to a Tranche of Notes will be contained in the relevant Final
Terms.
For a Tranche of Notes which is the subject of Final Terms, those Final Terms wil , for the purposes of that
Tranche only, supplement this Base Prospectus and must be read in conjunction with this Base Prospectus and the
Conditions described in this Base Prospectus as supplemented to the extent described in the relevant Final Terms.

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GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, MUFG may from time-to-time issue Unsubordinated Notes and Subordinated Notes,
and BTMU may from time-to-time issue Unsubordinated Notes. Notes may be denominated in any currency
(including Euro), subject as set out herein. The applicable terms of any Notes will be agreed between the relevant
Issuer and the relevant Dealer prior to the issue of the Notes and will be set out in the Conditions of the Notes
endorsed on, or incorporated by reference into, the Notes, as completed by the applicable Final Terms attached to, or
endorsed on, such Notes.
This Base Prospectus and any supplement will only be valid for listing of Notes on the Euro MTF Market
and/or any other exchange in an aggregate nominal amount which, when added to the aggregate nominal amount
then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed
U.S.$50,000,000,000 or its equivalent in other currencies. For the purpose of calculating the aggregate amount of
Notes issued under the Programme from time-to-time: (a) the U.S. dollar equivalent of Notes denominated in another
Specified Currency (as defined under "Terms and Conditions of the Notes" on page 35) shal be determined, at the
discretion of the relevant Issuer, as of the date of agreement to issue such Notes (the "Agreement Date") or on the
preceding day on which commercial banks and foreign exchange markets are open for business in London, in each
case on the basis of the spot rate for the sale of the U.S. dollar against the purchase of such Specified Currency in the
London foreign exchange market quoted by any leading bank selected by the relevant Issuer on such date; and (b) the
amount (or, where applicable, the U.S. dollar equivalent) of Notes issued at a discount or a premium shall be
calculated (in the case of Notes not denominated in U.S. dollars, in the manner specified above) by reference to the
net proceeds received by the relevant Issuer for the relevant issue.

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