Obligation Mizuh? Financial Group Inc. 1.02% ( XS1886577615 ) en EUR

Mizuh? Financial Group Inc.

100 % ▼

Japon

XS1886577615 ( en EUR )

1.02% par an ( paiement annuel )

11/10/2023 - Obligation échue

Prospectus brochure de l'obligation Mizuho Financial Group Inc XS1886577615 en EUR 1.02%, échue

100 000 EUR

500 000 000 EUR

Mizuho Financial Group Inc. est une société holding financière japonaise offrant une large gamme de services financiers, incluant des services bancaires de détail et de gros, des services de marché des capitaux, et la gestion d'actifs.

L'obligation Mizuho Financial Group Inc. (XS1886577615), émise au Japon en EUR pour un montant total de 500 000 000 EUR avec une taille minimale d'achat de 100 000 EUR, portant un taux d'intérêt de 1,02% et échéant le 11/10/2023 avec une fréquence de paiement annuelle, a atteint sa maturité et a été intégralement remboursée à un prix de marché de 100%.

Mizuho Financial Group, Inc.
(incorporated in Japan with limited liability)
Mizuho Bank, Ltd.
(incorporated in Japan with limited liability)
U.S.$30,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Base Prospectus (the "Programme"), each of Mizuho Financial Group, Inc. ("MHFG")
and Mizuho Bank, Ltd. ("MHBK"; together with MHFG, the "Issuers" and each an "Issuer") may from time to time issue notes (the "Notes")
denominated in any currency agreed by the relevant Issuer and the relevant Dealer(s) (as defined herein). Any Notes issued under the
Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. Notes issued by MHFG ("MHFG Notes")
may be issued on a senior basis (the "Senior Notes") or subordinated basis (the "Subordinated Notes") and Notes issued by MHBK ("MHBK
Notes") wil be issued on a senior basis. The Notes will have a specified maturity date of one year or more.
The Senior Notes issued by MHFG are intended to qualify as external total loss-absorbing capacity ("TLAC") debt under the Japanese TLAC
Standard (as defined below). The Senior Notes will be MHFG's direct, unconditional, unsubordinated and unsecured obligations and rank
pari passu and without preference among themselves and with al other unsecured obligations, other than subordinated obligations of MHFG
(except for statutorily preferred exceptions) from time to time outstanding. See "Risk Factors--Risks related to Senior Notes issued by
MHFG--Senior Notes issued by MHFG may become subject to loss absorption if MHFG becomes subject to orderly resolution measures
under the Deposit Insurance Act of Japan and Japanese insolvency laws. As a result, the value of such Senior Notes could be materially
adversely affected, and holders of such Senior Notes may lose all or a portion of their investments".
The Subordinated Notes issued by MHFG will be subject to subordination provisions, whereby upon the occurrence of a Subordination Event
(as defined herein), amounts payable under the Subordinated Notes will be subordinated in right of payment to the prior payment of all senior
indebtedness of MHFG. Upon the occurrence of a Viability Event (as defined herein), no amount under the Subordinated Notes will thereafter
become due. Subsequently, the full principal amount of each Subordinated Note will be written down to zero and the Subordinated Notes wil
be cancel ed as of the Discharge Date. Such Viability Write-Down (as defined herein) will result in holders of the Subordinated Notes losing
the entire principal amount of the Subordinated Notes and all accrued and unpaid interest thereon that have not become due and payable prior
to the relevant Viability Event. Payment of principal of the Subordinated Notes may be accelerated only in the case of the occurrence and
continuation of specified events relating to or the winding-up or dissolution of MHFG. There is no right of acceleration of the payment of
principal of the Subordinated Notes upon a default in the payment of interest or in the performance of any covenant by MHFG. See
Conditions 2(b)(ii) (Subordination), 3 (Viability Write-Down) and 9(c) (Acceleration Event; Limited Rights of Acceleration) of the Terms and
Conditions of the MHFG Notes.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from
the date of this Base Prospectus to be listed on the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Euro
MTF Market (the "Market"). References in this Base Prospectus to Notes being "listed" (and al related references) shall mean that such
Notes have been admitted to trading on the Market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of
Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche of Notes wil be
set forth in a set of final terms (the "Final Terms"). The Programme provides that Notes may be listed on such other or further stock
exchange(s) as may be agreed between the relevant Issuer and the relevant Dealer(s). Unlisted Notes may also be issued.
The Programme has been rated, (i) in respect of the Senior Notes issued by MHFG, A- by S&P Global Ratings Japan Inc. ("S&P") and A1 by
Moody's Japan K.K. ("Moody's"); (ii) in respect of the Subordinated Notes issued by MHFG, BBB+ by S&P and A2 by Moody's; and (iii) in
respect of Notes issued by MHBK, A by S&P, A1 by Moody's and AA- by Rating and Investment Information, Inc. ("R&I"). Where a
Tranche of the Notes is rated, such rating will not necessarily be the same as the rating assigned to the Programme and such will be specified
in the applicable Final Terms. Investors should understand that a security rating is not a recommendation to buy, sell or hold securities, that it
may be subject to suspension, reduction or withdrawal at any time by the assigning rating organisation and that any rating should be evaluated
independently of any other rating.
This Base Prospectus is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
See "Risk Factors", including those incorporated by reference herein, for a discussion of certain factors that should be considered in
connection with an investment in the Notes.
Arranger
Mizuho International plc
Programme Dealers
Mizuho International plc
Mizuho Securities Asia Limited
The date of this Base Prospectus is 30 August 2019

Each of the Issuers, having made all reasonable enquiries, confirms that this Base Prospectus contains all
information with respect to itself and its consolidated subsidiaries and the Notes to be issued by it which is
material in the context of the Programme, that the information contained in this Base Prospectus with respect
to itself and its consolidated subsidiaries and the Notes to be issued by it is true and accurate in all material
respects and is not misleading, that the opinions and intentions expressed by it in this Base Prospectus are
honestly held and that there are no other facts the omission of which would make any of such information or
the expression of any such opinions or intentions misleading. Each Issuer accepts responsibility accordingly,
save that it accepts no responsibility with respect to the information set out under the heading "Subscription
and Sale".
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
To the fullest extent permitted by law, none of the Dealers, the Arranger or the Trustee accept any
responsibility for the contents of this Base Prospectus or for any other statement, made or purported to be
made by the Arranger, the Trustee or a Dealer or on its behalf in connection with the Issuers or the issue and
offering of the Notes. The Arranger, the Trustee and each Dealer 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.
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 or representation must not be relied upon as having been authorised
by the Issuers, any of the Dealers or the Trustee.
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 the Issuers, any of the Dealers or the Trustee 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 Issuers. Neither this Base Prospectus nor any
other information supplied in connection with the Programme constitutes an offer or invitation by or on
behalf of either of the Issuers, any of the Dealers or the Trustee to any person to subscribe for or to purchase
any Notes. This Base Prospectus may only be used for the purposes for which it has been published.
The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning 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 Dealers and the Trustee expressly do not undertake to review the financial
condition or affairs of the Issuers during the life of the Programme. Investors should review, inter alia, the
most recent consolidated financial statements of the Issuers 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. The Issuers, the Dealers and the Trustee do not represent that this Base Prospectus may be
lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by
the Issuers, the Dealers or the Trustee which would permit a public offering of the Notes or distribution of this
Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not
be offered or sold directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will

2

result in compliance with any applicable laws and regulations. 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").
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and 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 (as defined in
Regulation S under the Securities Act) (see "Subscription and Sale").
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, residents 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 (See "Subscription and Sale"). Among other restrictions, the Notes may only be offered
or sold, as part of the distribution at any time directly or indirectly, to, or for the benefit of, a beneficial owner
that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation,
nor (b) 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 (a "Designated
Financial Institution"). 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, (ii) a Designated Financial Institution which complies with the requirement for tax
exemption under Article 6, Paragraph 9 of the Special Taxation Measures Act or (iii) a Japanese public
corporation, financial institution or financial instruments business operator, etc. described in Article 3-3,
Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption
under that paragraph. However, interest on the Notes of which the amount of interest is to be calculated by
reference to certain indexes (as prescribed under the Cabinet Order (as defined below) relating to Article 6,
Paragraph 4 of the Special Taxation Measures Act) relating to the Issuer of the relevant Notes or a specially-
related person of the Issuer will be subject to such 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 (See "Taxation --
Japan").
By subscribing for the Notes, an investor will be deemed to have represented it is a beneficial owner
that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese
corporation nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either
case is a specially-related person of the Issuer or (ii) a Designated Financial Institution.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to 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"); or (ii) a customer within the meaning of Directive (EU)
2016/97 ("Insurance Distribution Directive"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) any person who is not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them

3

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.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "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 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.
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 "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
MIFID Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act of Singapore (as modified or
amended from time to time, the "SFA"): In connection with Section 309B of the SFA and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless
otherwise specified before an offer of Notes, each Issuer has determined, and hereby notifies all relevant
persons (as defined in the CMP Regulations 2018), that Notes issued by it are prescribed capital markets
products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
In connection with the issue of any Tranche, 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, there is no assurance that the Stabilising Manager(s) (or any person acting on behalf of any
Stabilising Manager(s)) will undertake stabilisation action. 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 is
made and, if begun, may be ended 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 must 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.
All references in this Base Prospectus to "Japanese Yen", "yen" and "¥" refer to the currency of Japan, those
to "U.S. Dollars", "U.S.$" and "$" refer to the currency of the United States of America, those to "EUR" and
"" refer to the currency of those member states of the European Union which are participating in the
European Economic and Monetary Union pursuant to the Treaty on European Union, those to "CNY" refer to
the currency of the People's Republic of China (which for this purpose shall exclude Hong Kong, Macau and
Taiwan) and those to "AUD" and "A$" refer to the currency of the Commonwealth of Australia. In addition,
references in this Base Prospectus to the "Group" shall mean MHFG and its consolidated subsidiaries, taken
as a whole.
This Base Prospectus and the documents incorporated by reference herein contain in a number of places
forward-looking statements regarding an Issuer's intent, belief, targets or current expectations of its
management with respect to such Issuer's financial condition and future results of operations. In many cases,
but not all, an Issuer may use such words as "aim", "anticipate", "believe", "endeavour", "estimate", "expect",

4

"intend", "may", "plan", "probability", "project", "risk", "seek", "should", "strive", "target" and similar
expressions in relation to itself or its management to identify forward-looking statements. Forward-looking
statements may also be identified by discussions of strategy, plans or intentions. These statements reflect the
relevant Issuer's current views with respect to future events and are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, such Issuer's actual results may vary materially from those it currently anticipates.
The Issuers have identified some of the risks inherent in forward-looking statements in "Item 3.D. Key
Information--Risk Factors" of MHFG's most recent annual report on Form 20-F and in the "Risk Factors"
section of this Base Prospectus. Other factors could also adversely affect an Issuer's results or the accuracy of
forward-looking statements in this Base Prospectus or the documents incorporated by reference herein, and
those should not be considered to be a complete set of all potential risks or uncertainties.
The forward-looking statements included or incorporated by reference in this Base Prospectus are made only
as of the dates on which such statements were made. Each Issuer expressly disclaims any obligation or
undertaking to release any update or revision to any forward-looking statement contained herein or therein to
reflect any change in such Issuer's expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
MHFG's financial statements for reporting purposes under United States Securities Exchange Act of 1934, as
amended, are prepared on an annual and semi-annual basis in accordance with accounting principles generally
accepted in the United States ("U.S. GAAP"), while MHFG's and MHBK's financial statements for reporting
in Japan and Japanese bank regulatory purposes are prepared in accordance with accounting principles
generally accepted in Japan ("Japanese GAAP"). Financial information for MHFG and MHBK contained or
incorporated by reference herein is presented in accordance with U.S. GAAP or Japanese GAAP, as specified
herein or in the relevant document being incorporated by reference.
There are certain differences between U.S. GAAP and Japanese GAAP. For a description of certain
differences between U.S. GAAP and Japanese GAAP in respect of MHFG's financial statements, see "Item 5.
Operating and Financial Review and Prospects--Reconciliation with Japanese GAAP" in MHFG's most
recent annual report on Form 20-F filed with the SEC. Prospective investors should consult their own
professional advisers for a more complete understanding of the differences between U.S. GAAP, Japanese
GAAP and the generally accepted accounting principles of other countries and how those differences might
affect the financial information contained or incorporated by reference herein.

5

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 7
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 9
SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES .......................10
RISK FACTORS ...............................................................................................................................................19
FORM OF THE NOTES ...................................................................................................................................32
TERMS AND CONDITIONS OF THE MHFG NOTES ..................................................................................36
TERMS AND CONDITIONS OF THE MHBK NOTES .................................................................................71
USE OF PROCEEDS ......................................................................................................................................101
MIZUHO FINANCIAL GROUP, INC. ...........................................................................................................102
MIZUHO BANK, LTD. ..................................................................................................................................106
TAXATION ..................................................................................................................................................... 111
SUBSCRIPTION AND SALE ........................................................................................................................ 118
FORM OF FINAL TERMS .............................................................................................................................122
GENERAL INFORMATION ..........................................................................................................................132

6

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be incorporated in, and to form part of, this Base Prospectus:
(a)
MHFG's annual report on Form 20-F for the fiscal year ended 31 March 2019, filed with the United
States Securities and Exchange Commission (the "SEC") on 5 July 2019 ("Form 20-F") (other than the
sections entitled "Item 9. The Offer and Listing" on pages 129 and "Item 12. Description of Securities
Other than Equity Securities" on page 169 thereof) containing, inter alia, the audited consolidated
financial statements of MHFG as of 31 March 2018 and 2019 and for each of the fiscal years in the
three-year period ended 31 March 2019 prepared in accordance with U.S. GAAP;
(b)
an English translation of the Japanese language audited annual consolidated financial statements of
MHBK as of and for the fiscal years ended 31 March 2018 and 2019 prepared in accordance with
Japanese GAAP;
(c)
MHFG's current report on Form 6-K, dated 31 July 2019, containing the English translation of the
"Consolidated Financial Statements for the First Quarter of Fiscal 2019 <Under Japanese GAAP>"
(kessan tanshin) published by MHFG on 31 July 2019, including the Selected Financial Information
(kessan setsumei shiryo) attached thereto, other than any information relating to earnings estimates and
dividends estimates;
(d)
MHFG's current report on Form 6-K, dated 14 August 2019, containing MHFG's unaudited quarterly
consolidated financial statements under Japanese GAAP, as of and for the three months ended 30 June
2019; and
(e)
MHFG's current report on Form 6-K, dated 14 August 2019, containing certain information about its
capital ratios as of 30 June 2019,
save that any statement contained herein or in a document that is incorporated by reference herein shall be
modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained in any
such subsequent document which is incorporated by reference herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise).
In addition, the following documents shall, once filed with and published on the website of the Luxembourg
Stock Exchange, be incorporated by reference and form part of this Base Prospectus.
(i)
the most recently published annual report on Form 20-F of MHFG (other than the sections entitled
"Item 9. The Offer and Listing" and "Item 12. Description of Securities Other than Equity Securities"
thereof), which is furnished to the SEC subsequent to the date of this Base Prospectus;
(ii) the most recently published current report on Form 6-K of MHFG concerning MHFG's financial
condition and results of operations, presented under Japanese GAAP (being English translation of
MHFG's consolidated financial results (kessan tanshin) and the selected financial information (kessan
setsumei shiryo) attached thereto), as of and for any three-month period ending 30 June, six-month
period ending 30 September, nine-month period ending 31 December or year ending 31 March (other
than any information relating to earnings estimates and dividends estimates), which is furnished to the
SEC subsequent to the date of this Base Prospectus;
(iii) the most recently published current report on Form 6-K of MHFG containing MHFG's unaudited
quarterly consolidated financial statements under Japanese GAAP, as of and for any three-month
period ending 30 June or nine-month period ending 31 December, or containing MHFG's unaudited
interim consolidated financial statements under Japanese GAAP as of and for any six-month period
ending 30 September, which is furnished to the SEC subsequent to the date of this Base Prospectus;

7

(iv) the most recently published current report on Form 6-K of MHFG containing MHFG's financial
condition and results of operations, presented under U.S. GAAP, as of and for any six-month period
ending 30 September which is furnished to the SEC subsequent to the date of this Base Prospectus;
(v)
English translation of the Japanese language audited annual and unaudited semi-annual consolidated
financial statements of MHBK for the most recently completed financial period prepared in
accordance with Japanese GAAP; and
(vi) the most recently published current report on Form 6-K of MHFG containing certain information about
its capital ratios, which is furnished to the SEC subsequent to the date of this Base Prospectus.
Each such document incorporated by reference shall modify or supersede the contents of this Base Prospectus
to the extent that a statement in any such document is inconsistent with such contents and all amendments and
supplements to this Base Prospectus from time to time.
Each of the Issuers will provide, without charge, to each person to whom a copy of this Base Prospectus has
been delivered, upon the oral or written request of such person, a copy of any or all of the documents with
respect to itself which are incorporated herein by reference. Written or oral requests for such documents
should be directed to the relevant Issuer at its office set out at the end of this Base Prospectus. In addition,
such documents will be available free of charge from the principal office in Luxembourg of Mizuho Trust &
Banking (Luxembourg) S.A. (the "Listing Agent") and the website of the Luxembourg Stock Exchange at
www.bourse.lu.
Each of the Issuers will, in connection with the listing of its Notes on the Luxembourg Stock Exchange's Euro
MTF Market, so long as any of its Notes remains outstanding and listed on such exchange, in the event of any
material adverse change in the financial condition of such Issuer which is not reflected in this Base
Prospectus, prepare a further supplement to this Base Prospectus or publish a new Base Prospectus for use in
connection with any subsequent issue of Notes to be listed on the Luxembourg Stock Exchange's Euro MTF
Market. If the terms of the Programme are modified or amended in a manner which would make this Base
Prospectus, as supplemented, inaccurate or misleading, a new Base Prospectus will be prepared.

8

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, each of MHFG and MHBK may from time to time issue Notes denominated in any
currency. A summary of the Programme and the Terms and Conditions of the Notes appears below. Subject as
set out herein, the applicable terms of any Notes will be agreed between the relevant Issuer and the relevant
Dealer(s) prior to the issue of the Notes and will be set out in the relevant Terms and Conditions endorsed on,
or incorporated by reference into, the Notes, as amended and/or supplemented by the applicable Final Terms
with respect to a specific Tranche of Notes attached to, or endorsed on, such Notes, as more fully described
under "Form of the Notes".
This Base Prospectus and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange's Euro MTF Market 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.$30,000,000,000 or its equivalent in other currencies, subject to increase as provided herein. For
the purpose of calculating the U.S. Dollar equivalent of 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 shall be determined, at
the discretion of the relevant Issuer, either as of the date on which agreement is reached for the issue of
the Notes, 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 international bank selected by the relevant Issuer on the relevant day of calculation;
(b)
the U.S. Dollar equivalent of Dual Currency Notes and Index Linked Notes shall be calculated in the
manner specified above by reference to the original nominal amount on issue of such Notes; and
(c)
the U.S. Dollar equivalent of Zero Coupon Notes and other Notes issued at a discount or premium
shall be calculated in the manner specified above by reference to the nominal amount of the Notes of
the relevant issue.

9

SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified by the remainder
of this Base Prospectus and in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Final Terms. Words and expressions defined in "Form of the Notes", "Terms and Conditions of the
MHFG Notes" and "Terms and Conditions of the MHBK Notes" shall have the same meanings in this
Summary.
Issuer
Mizuho Financial Group, Inc.
Mizuho Bank, Ltd.
Arranger
Mizuho International plc
Programme Dealers
Mizuho International plc
Mizuho Securities Asia Limited

The Notes will be issued on a continuing basis to any
Programme Dealer or Issue Dealer (each as defined below)
appointed under the Programme from time to time. The Issuers
may from time to time terminate the appointment of a
Programme Dealer under the Programme or appoint additional
Dealers in respect of the whole Programme, and the relevant
Issuer may from time to time appoint additional Dealers in
respect of a single Tranche of the Notes. References in this
Base Prospectus to "Programme Dealers" are to Mizuho
International plc and Mizuho Securities Asia Limited and to
such additional persons as are appointed as Dealers in respect
of the whole Programme (and whose appointment has not been
terminated) and references to "Issue Dealer(s)" are to the
person(s) appointed as a Dealer or Dealers for the purposes of a
particular Tranche of Notes. The Programme Dealers and the
Issue Dealers are herein together referred to as the "Dealers"
and references to a "Dealer" are to a Programme Dealer or, as
the case may be, an Issue Dealer. References to the "relevant
Dealer(s)" are references to the Dealer or Dealers with whom
the relevant Issuer has agreed or proposed to agree upon the
terms of an issue of Notes under the Programme.
Trustee
BNY Mellon Corporate Trustee Services Limited
Agent, Paying Agent, Registrar and
Mizuho Trust & Banking (Luxembourg) S.A.
Transfer Agent
Size
Up to U.S.$30,000,000,000 (or its equivalent in other
currencies calculated as described herein) outstanding at any
time. The Issuers may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Status of the Senior Notes issued by
Senior Notes issued by MHFG will constitute direct,
MHFG
unconditional, unsubordinated and unsecured obligations of
MHFG and rank pari passu and without preference among
themselves with all other unsecured obligations, other than

10