Obligation MUFG Financial 0% ( XS1708340895 ) en USD

MUFG Financial

100 % ⇌

Japon

XS1708340895 ( en USD )

06/11/2047

Prospectus brochure de l'obligation MUFG Bank XS1708340895 en USD 0%, échéance 06/11/2047

1 000 000 USD

50 000 000 USD

MUFG Bank, anciennement connu sous le nom de Bank of Tokyo-Mitsubishi UFJ, est la plus grande banque du Japon par actifs, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions gouvernementales, à la fois au Japon et à l'international.

L'Obligation émise par MUFG Financial ( Japon ) , en USD, avec le code ISIN XS1708340895, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/11/2047

BASE PROSPECTUS

MUFG
Mitsubishi UFJ Financial Group, Inc.
(Incorporated with limited liability in Japan)
MUFG Bank, 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 MUFG Bank, Ltd. (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 external total loss-absorbing capacity ("External TLAC") debt under the Japanese TLAC Standard (as defined
below). 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 se nior 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 th e 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 are intended to qualify as Tier II Capital (as defined below) under the Applicable Banking Reg ulations (as defined below). 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 Con dition 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 16 July 2019
on prospectuses for securities, (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 M TF Market is not a regulated market for the
purposes of the Directive 2014/65/EU on markets in financial instruments. In relation to Notes listed on the Luxembourg Stock Exchange, this Base Prospectus is v alid 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). Copies of Final Terms in relation to Notes
to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange ( www.LuxSE.com).
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 14) 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 15.
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 di stribution 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 circumstance s 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 u nder 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 No tes 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 Ter ms. 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 the Bank, 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 with drawal at any time by the assigning rating
agency.
Investors contemplating whether to purchase any 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 2023.

15-41055280

Each Issuer accepts responsibility for the information in respect of itself contained in this document and
declares that the information in respect of itself contained in this document is, to the best of its knowledge, in
accordance with the facts and makes no omission likely to affect its import.
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 and their investment advisors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of each Issuer and of the rights attaching to such Notes.
This Base Prospectus does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129
(the "EU Prospectus Regulation") or the Prospectus Regulation (EU) 2017/1129 (as it forms part of domestic law in
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")).
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 or the United Kingdom will be made pursuant to an exemption under the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable, from the requirement to publish a prospectus for offers of
Notes. Accordingly, any person making or intending to make an offer in a Member State of the European Economic
Area or the United Kingdom 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 the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, or supplement a prospectus
pursuant to the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, 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 Notes have not been and will 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 (i) the
accuracy or completeness of the information contained in this Base Prospectus or any other information provided by
any of the Issuers or (ii) the acts or omissions of the Issuers or any other person (other than the relevant Dealer) in
connection with the issue and offering of the Notes. 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, Australia 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 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 (as amended, "EU MiFID II"); or (ii) a customer
within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by
Regulation (EU) No. 1286/2014 (as amended, the "EU 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 EU PRIIPs
Regulation.
IMPORTANT UK RETAIL INVESTORS: IMPORTANT - UK RETAIL INVESTORS If the Final
Terms in respect of any Notes includes a legend entitled "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 ("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 the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as
amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA. Consequently
no key information document required by Regulation (EU) No 1286/2014 as it forms part of the domestic law of the
United Kingdom 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.".
Product Governance under Directive 2014/65/EU (as amended)
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates will be a manufacturer for the purpose of the EU MiFID Product Governance
Rules.
The Final Terms in respect of any Notes may include a legend entitled "EU MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to EU MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.

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Product Governance under UK MiFIR
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR product
governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the UK MiFIR Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor
subject to 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 target market assessment) and determining appropriate
distribution channels.
Notes issued as GSS Notes
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment of
any Notes issued as GSS Notes (as defined below) or makes any representation or warranty or assurance whether such
Notes will meet any investor expectations or requirements regarding such "green", "social", "sustainable" or similar
labels. None of the Dealers is responsible for the use or allocation of proceeds for any Notes issued as GSS Notes, nor
the impact or monitoring of such use of proceeds, nor do any of the Dealers undertake to ensure that there are at any
time sufficient Eligible Green Projects or Eligible Social Projects (each as defined in "Use of Proceeds" below) to
allow for allocation of a sum equal to the net proceeds of the issue of such Notes as GSS Notes. In addition, none of
the Dealers has conducted any due diligence on the Framework (as defined below), as described in "Use of Proceeds"
below. Any Second Party Opinion (as defined below in "Risks related to GSS Notes -- Notes issued as GSS Notes with
a specific use of proceeds, may not meet investor expectations or requirements") will be a statement of opinion, not a
statement of fact. No representation or assurance is given by the Dealers as to the suitability or reliability of any such
Second Party Opinion or any opinion or certification of any third party made available in connection with an issue of
Notes issued as GSS Notes. No Second Party Opinion or any other such opinion or certification is or should be deemed
to be, a recommendation by the Dealers, or any other person to buy, sell or hold any Notes and is current only as of
the date it is issued. The criteria and/or considerations that formed the basis of any such Second Party Opinion or any
such other opinion or certification may change at any time and such Second Party Opinion or any such other opinion
may be amended, updated, supplemented, replaced and/or withdrawn. Prospective investors must determine for
themselves the relevance of any such opinion or certification and/or the information contained therein. The Framework
may be subject to review and change and may be amended, updated, supplemented, replaced and/or withdrawn from
time to time and any subsequent version(s) may differ from any description given in this Base Prospectus.
In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"social", "sustainable" or other equivalently-labelled segment of a stock exchange or securities market, no
representation or assurance is given by the Dealers that such listing or admission will be obtained or maintained for
the lifetime of the Notes.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT 2001. The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities
and Futures Act Product Classification" which will state the product classification of the Notes pursuant to section
309B(1) of the Securities and Futures Act 2001 (the "SFA"). The Issuer will make a determination and provide the
appropriate written notification to "relevant persons" in relation to each issue about the classification of the Notes being
offered for the purposes of Section 309B(1)(a) and Section 309B(1)(c) of the SFA.
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

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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 11 of the Special Taxation Measures Act, except as
specifically permitted under the Special Taxation Measures Act. BY SUBSCRIBING FOR 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 will generally 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, (ii) a Japanese designated financial institution
described in Article 6, Paragraph 11 of the Special Taxation Measures Act which complies with the requirement for
tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial institution or a Japanese
financial instruments business operator described in Article 3-3, Paragraph 6 of the Special Taxation Measures Act
which complies with the requirement for tax exemption under that paragraph.
Interest payments on the 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. (15 per cent. on or after 1 January 2038) of the amount of such interest.
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 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 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. (15 per cent. on or after 1 January 2038) 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
Issuer.
Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the
Hong Kong SFC Code of Conduct Important Notice to Prospective Investors: Prospective investors should be
aware that certain intermediaries in the context of certain offerings of Notes pursuant to this Programme (each such
offering, a "CMI Offering"), including certain Dealers, may be "capital market intermediaries" (the "CMIs") subject
to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures
Commission (the "SFC Code"). This notice to prospective investors is a summary of certain obligations the SFC Code
imposes on such CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also
be acting as "overall coordinators" (the "OCs") for a CMI Offering and are subject to additional requirements under
the SFC Code. The application of these obligations will depend on the role(s) undertaken by the relevant Dealer(s) in
respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of the Issuers, a CMI or its
group companies would be considered under the SFC Code as having an association (an "Association") with the Issuers,
the CMI or the relevant group company. Prospective investors associated with the Issuers, or any CMI (including its
group companies) should specifically disclose this when placing an order for the relevant Notes and should disclose,
at the same time, if such orders may negatively impact the price discovery process in relation to the relevant CMI
Offering. Prospective investors who do not disclose their Associations are hereby deemed not to be so associated.
Where prospective investors disclose their Associations but do not disclose that such order may negatively impact the
price discovery process in relation to the relevant CMI Offering, such order is hereby deemed not to negatively impact
the price discovery process in relation to the relevant CMI Offering. Prospective investors should ensure, and by
placing an order prospective investors are deemed to confirm, that orders placed are bona fide, are not inflated and do
not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). A
rebate may be offered by the Issuers to all private banks for orders they place (other than in relation to Notes subscribed
by such private banks as principal whereby it is deploying its own balance sheet for onward selling to investors),
payable upon closing of the relevant CMI Offering based on the principal amount of the Notes distributed by such
private banks to investors. Private banks are deemed to be placing an order on a principal basis unless they inform the
CMIs otherwise. As a result, private banks placing an order on a principal basis (including those deemed as placing an
order as principal) will not be entitled to, and will not be paid, the rebate. Details of any such rebate will be set out in
the applicable Final Terms or otherwise notified to prospective investors. If a prospective investor is an asset
management arm affiliated with any relevant Dealer, such prospective investor should indicate when placing an order
if it is for a fund or portfolio where the relevant Dealer or its group company has more than 50 per cent. interest, in

5

which case it will be classified as a "proprietary order" and subject to appropriate handling by CMIs in accordance
with the SFC Code and should disclose, at the same time, if such "proprietary order" may negatively impact the price
discovery process in relation to the relevant CMI Offering. Prospective investors who do not indicate this information
when placing an order are hereby deemed to confirm that their order is not a "proprietary order". If a prospective
investor is otherwise affiliated with any relevant Dealer, such that its order may be considered to be a "proprietary
order" (pursuant to the SFC Code), such prospective investor should indicate to the relevant Dealer when placing such
order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm
that their order is not a "proprietary order". Where prospective investors disclose such information but do not disclose
that such "proprietary order" may negatively impact the price discovery process in relation to the relevant CMI Offering,
such "proprietary order" is hereby deemed not to negatively impact the price discovery process in relation to the
relevant CMI Offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including private
banks) which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective
investors are deemed to have understood and consented to the collection, disclosure, use and transfer of such
information by the relevant Dealers and/or any other third parties as may be required by the SFC Code, including to
the Issuers, any OCs, relevant regulators and/or any other third parties as may be required by the SFC Code, it being
understood and agreed that such information shall only be used for the purpose of complying with the SFC Code,
during the bookbuilding process for the relevant CMI Offering. Failure to provide such information may result in that
order being rejected.
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"), those to "Australian dollars" and "AUD" refer to the currency of Australia 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 will be
conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s))
in accordance with all applicable laws and rules.

6

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 United States Securities
Exchange Act of 1934, as amended. 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, targets, objectives, belief and expectation of management for its results of operations,
financial condition or future operations, including, among other matters, its problem loans and loan losses contained
in the documents incorporated by reference herein, 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 materially 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.

7

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;
(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 all 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 structurally subordinated nature of
the 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, (iii) 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.

8

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 10
SUPPLEMENTARY BASE PROSPECTUS ......................................................................................................... 13
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 14
OVERVIEW OF THE PROGRAMME ................................................................................................................. 15
RISK FACTORS .................................................................................................................................................. 23
FORMS OF THE NOTES ..................................................................................................................................... 43
TERMS AND CONDITIONS OF THE NOTES .................................................................................................... 46
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................... 93
FORM OF FINAL TERMS ................................................................................................................................... 97
USE OF PROCEEDS ........................................................................................................................................... 110
MITSUBISHI UFJ FINANCIAL GROUP, INC. .................................................................................................. 115
MUFG BANK, LTD. ........................................................................................................................................... 116
TAXATION ........................................................................................................................................................ 118
BOOK-ENTRY CLEARANCE PROCEDURES .................................................................................................. 124
SUBSCRIPTION AND SALE ............................................................................................................................. 126
GENERAL INFORMATION ............................................................................................................................... 132

9

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 2023 (the "2023
Form 20-F") filed on 24 July 2023 with the United States Securities and Exchange
Commission ("SEC") (which includes MUFG's consolidated financial statements which
were audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (the "PCAOB"), prepared under accounting principles generally
accepted in the United States ("U.S. GAAP"), for the fiscal years ended 31 March 2021, 2022
and 2023), excluding the section entitled "Item 9. The Offer and Listing" on page 113, but
including Exhibit 99(a) (Capitalization and Indebtedness of Mitsubishi UFJ Financial Group,
Inc. as of March 31, 2023) and Exhibit 99(b) (Unaudited Reverse Reconciliation of Selected
Financial Information of Mitsubishi UFJ Financial Group, Inc. as of and for the fiscal year
ended March 31, 2023);
(b)
Each annual report of MUFG on Form 20-F filed with the SEC subsequent to the 2023 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 2023 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 27 June 2023 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 2023
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 2023 Form
20-F, which contains an English translation of excerpts from MUFG's Annual Securities
Report or MUFG's Quarterly Securities Report, in each case filed by MUFG with the KLFB,
as its additional unaudited financial information under Japanese GAAP;
(f)
MUFG's current report on Form 6-K filed on 15 May 2023 with the SEC, which contains
MUFG's consolidated summary report (kessan tanshin) relating to its unaudited financial
information under Japanese GAAP as of and for the fiscal year ended 31 March 2023, 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 2023 with the SEC, which contains
MUFG's consolidated summary report (kessan tanshin) relating to its unaudited financial
information under Japanese GAAP as of and for the three months ended 30 June 2023, 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 2023 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;
(i)
Each current report of MUFG on Form 6-K filed with the SEC subsequent to the 2023 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
(j)
Each current report of MUFG on Form 6-K filed with the SEC subsequent to the 2023 Form
20-F, which contains an English translation of excerpts relating to updated risk factors from

10