Obligation Mizuho Holdings 0.402% ( XS2049630028 ) en EUR

Mizuho Holdings

90.26 % ▲

Japon

XS2049630028 ( en EUR )

0.402% par an ( paiement annuel )

05/09/2029

Prospectus brochure de l'obligation Mizuho Financial Group XS2049630028 en EUR 0.402%, échéance 05/09/2029

100 000 EUR

500 000 000 EUR

06/09/2025 ( Dans 50 jours )

Mizuho Financial Group est un grand conglomérat de services financiers japonais offrant des services bancaires commerciaux et de détail, des services de valeurs mobilières et de gestion d'actifs.

L'Obligation émise par Mizuho Holdings ( Japon ) , en EUR, avec le code ISIN XS2049630028, paye un coupon de 0.402% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/09/2029

FINAL TERMS OF THE NOTES
Final Terms dated 2 September 2019
Mizuho Financial Group, Inc.
Issue of 500,000,000 0.118 per cent. Senior Notes due 2024 (the "Notes")

under the U.S.$30,000,000,000
Debt Issuance Programme
This document constitutes the Final Terms relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus
dated 30 August 2019 as supplemented by the supplemental base prospectus dated 30 August 2019 (as so
supplemented, the "Base Prospectus"). These Final Terms contain the final terms of the Notes and certain
updated information in the Appendix hereto and are supplemental to and must be read in conjunction with the
Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used herein.
In connection with this issue, Mizuho International plc (the "Stabilising Manager") or any person acting
for the Stabilising Manager may over-allot or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail for a limited period. However, there may
be no obligation on the Stabilising Manager or any agent of the Stabilising Manager to do this. Such stabilising,
if commenced, may be discontinued at any time and must be brought to an end after a limited time.
Save as disclosed herein or in the Base Prospectus (including any documents incorporated by reference
therein), there has been no significant change in the financial or trading position of the Issuer, or the Issuer
and its consolidated subsidiaries taken as a whole, since 31 March 2019 and there has been no material adverse
change in the financial position or prospects of the Issuer, or the Issuer and its consolidated subsidiaries taken
as a whole, since 31 March 2019.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); 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 MiFID II; or (iii)
any person who is not a qualified investor as defined in Regulation (EU) 2017/1129. 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.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

Notification under Section 309B(1)(c) of the Securities and Futures Act of Singapore: In
connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and
the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of
the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018)
and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

1 Issuer:
Mizuho Financial Group, Inc.
2 (i) Series Number:
6

(ii) Tranche Number:
1
3 Status of the Notes:
Senior
4 Specified Currency or Currencies:
Euro ("")
5 Aggregate Nominal Amount:
500,000,000
6 (i) Issue Price of Tranche:
100 per cent. of the aggregate nominal amount

(ii) Net Proceeds
498,500,000
7 (i) Specified Denominations:
100,000 and integral multiples of 1,000 in excess
thereof
(ii) Calculation Amount:
1,000
8 (i) Issue Date:
6 September 2019

(ii) Interest Commencement Date:
6 September 2019
9 Maturity Date:
6 September 2024
10 Interest Basis:
Fixed Rate Interest
11 Redemption/Payment Basis:
Redemption at par
12 Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
13 Put/Call Options:
Not Applicable
14 Listing and Trading:
Luxembourg Euro MTF Market
15 Method of distribution:
Syndicated
Provisions Relating to Interest (if any) Payable
16 Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
0.118 per cent. per annum payable annually in arrear

(ii) Interest Payment Date(s):
6 September in each year (not adjusted) (see Paragraph
27 for the Business Centres applicable to payments)

(iii) Fixed Coupon Amount(s):
1.18 per Calculation Amount on each Interest Payment
Date

(iv) Broken Amount(s):
Not Applicable
2

(v) Fixed Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Date(s):
6 September in each year

(vii) Other terms relating to the method None
of calculating interest for Fixed Rate
Notes:
17 Floating Rate Note Provisions
Not Applicable
18 Zero Coupon Note Provisions
Not Applicable
19 Index Linked Interest Note Provisions
Not Applicable
20 Dual Currency Note Provisions
Not Applicable
Provisions Relating to Redemption
21 Issuer Call
Not Applicable
22 Investor Put
Not Applicable
23 Final Redemption Amount of each Note: 1,000 per Calculation Amount
24 Early Redemption Amount(s) of each
1,000 per Calculation Amount
Note payable on redemption for taxation
reasons or on event of default and/or the
method of calculating the same (if
required or if different from that set out in
Condition 6(e):
General Provisions Applicable to the Notes
25 Form of Notes:

(i) Bearer/Registered Notes:
Registered Notes:
Registered Global Note exchangeable for Definitive
Registered Notes in the limited circumstances specified
therein.

(ii) New Global Note or New
The Registered Global Notes will be registered in the
Safekeeping Structure:
name of a nominee for a common safekeeper for
Euroclear and Clearstream, Luxembourg (that is, held
under the new safekeeping structure).
26 Intended to be held in a manner which
Yes. Note that the designation "yes" simply means that
would allow Eurosystem eligibility:
the Notes are intended upon issue to be deposited with
one of Euroclear or Clearstream, Luxembourg as
common safekeeper (and registered in the name of a
nominee of one of Euroclear or Clearstream,
Luxembourg acting as common safekeeper) and does not
necessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any time during their life. Such recognition
will depend upon the European Central Bank being
satisfied that Eurosystem eligibility criteria have been
met.
3

27 Business Centre(s) or other special
TARGET and Tokyo
provisions relating to Payment Days:
28 Talons for future Coupons to be attached No
to Definitive Notes (and dates on which
such Talons mature):
29 Redenomination applicable:
Redenomination not applicable
30 Other terms or special conditions:
Not Applicable
Distribution
31 (i) if syndicated, names of Managers: Mizuho International plc
HSBC Bank plc
ING Bank N.V., Singapore Branch
J.P. Morgan Securities plc
Société Générale

(ii) Stabilising Manager (if any):
Mizuho International plc
32 If non-syndicated, name of relevant
Not Applicable
Dealer:
33 Additional selling restrictions:
Not Applicable
Operational Information
34 ISIN Code:
XS2049630887
35 Common Code:
204963088
36 Legal Entity Identifier:
353800CI5L6DDAN5XZ33
37 Any clearing system(s) approved by the Not Applicable
Issuer, the Trustee, the Dealers and the
Agent other than Euroclear and
Clearstream, Luxembourg and the
relevant identification number(s):
38 Delivery:
Delivery against payment
39 Additional Paying Agent(s) (if any):
Not Applicable
General
40 Ratings:
The Notes are expected to be rated:

S&P: A-
Moody's: A1

S&P Global Ratings Japan Inc. and Moody's Japan K.K.
are not established in the European Union but the ratings
given to the Notes are endorsed by Moody's Investor
Services Ltd. and Standard & Poor's Credit Market
Services Europe Limited, respectively, which are
established in the EU and registered under Regulation
(EC) No 1060/2009. A security rating is not a
recommendation to buy, sell or hold securities and may
4

be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.
41 Status as Taxable Linked Notes:
The Notes are not Taxable Linked Notes as described in
Article 6, Paragraph 4 of the Special Taxation Measures
Act.
42 Reasons for the offer:
The Issuer intends to use the net proceeds from the
issuance and sale of the Notes to make a loan that is
intended to qualify as Internal TLAC under the Japanese
TLAC Standard to Mizuho Bank, Ltd., which will utilise
such funds for its general corporate purposes.
Listing Application
These Final Terms comprise the final terms required to list the issue of Notes described herein.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms which, when read
together with the Base Prospectus (and the information incorporated by reference therein), contain all
information that is material in the context of the issue of the Notes.
5

Appendix
Paragraph (4) in the section entitled "TAXATION--Japan--Interest and Redemption Gain or Redemption
Loss on Notes--1 Non-resident Investors--1.1 Notes other than Taxable Linked Notes--1.1.1 Interest" in the
Base Prospectus shall be updated and replaced with the below, with the amended sentence being shown below
in underline:
"(4) If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether
it is a specially-related person of the Issuer) is subject to Japanese withholding tax with
respect to interest on the Notes under Japanese tax law, a reduced rate of withholding tax
or exemption from such withholding tax may be available under the relevant income tax
treaty between Japan and the country of tax residence of such individual non-resident of
Japan or non-Japanese corporation. As of the date of this document, Japan has income tax
treaties, conventions or agreements whereby the above-mentioned withholding tax rate is
reduced, generally to 10 per cent. with, inter alia, Australia, Belgium (for interest due and
payable on or before 31 December 2019), Canada, Finland, France, Hong Kong, Ireland,
Italy, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Switzerland and the United States of America (for interest due and payable on or before
31 October 2019). Under the tax treaties between Japan and Austria, Denmark, Germany,
Sweden or the United Kingdom, interest paid to qualified Austrian, Danish, German,
Swedish or United Kingdom residents is generally exempt from Japanese withholding tax.
Japan has also signed amendments to the existing tax treaties with the United States of
America, Spain and Belgium generally exempting interest from Japanese withholding tax
(for Belgium, only for a Belgian enterprise); however, these amending protocols have not
yet entered into force or are not yet applicable (as for the United States of America and
Belgium, the amendment will apply to interest due and payable on or after 1 November
2019 and 1 January 2020, respectively). Under the current income tax treaty between Japan
and the United States of America, certain limited categories of qualified United States
residents receiving interest on the Notes may, subject to compliance with certain
procedural requirements under Japanese law, be fully exempt from Japanese withholding
tax for interest on the Notes. Under the income tax treaties with France, Australia, the
Netherlands and Switzerland, similar exemptions to those provided in the current income
tax treaty between Japan and the United States of America will be available (provided that
no exemption will apply to pension funds in the case of Australia). In order to avail
themselves of such reduced rate of, or exemption from, Japanese withholding tax under
any applicable income tax treaty, individual non-residents of Japan or non-Japanese
corporations which are entitled, under any applicable income tax treaty, to a reduced rate
of, or exemption from, Japanese withholding tax on payment of interest by the Issuer of
the relevant Notes are required to submit an Application Form for Income Tax Convention
regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction
on Interest (as well as any other required forms and documents) in advance through the
Issuer of the relevant Notes to the relevant tax authority before payment of interest."

FINAL TERMS OF THE NOTES
Final Terms dated 2 September 2019
Mizuho Financial Group, Inc.
Issue of 500,000,000 0.402 per cent. Senior Notes due 2029 (the "Notes")

under the U.S.$30,000,000,000
Debt Issuance Programme
This document constitutes the Final Terms relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus
dated 30 August 2019 as supplemented by the supplemental base prospectus dated 30 August 2019 (as so
supplemented, the "Base Prospectus"). These Final Terms contain the final terms of the Notes and certain
updated information in the Appendix hereto and are supplemental to and must be read in conjunction with the
Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used herein.
In connection with this issue, Mizuho International plc (the "Stabilising Manager") or any person acting
for the Stabilising Manager may over-allot or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail for a limited period. However, there may
be no obligation on the Stabilising Manager or any agent of the Stabilising Manager to do this. Such stabilising,
if commenced, may be discontinued at any time and must be brought to an end after a limited time.
Save as disclosed herein or in the Base Prospectus (including any documents incorporated by reference
therein), there has been no significant change in the financial or trading position of the Issuer, or the Issuer
and its consolidated subsidiaries taken as a whole, since 31 March 2019 and there has been no material adverse
change in the financial position or prospects of the Issuer, or the Issuer and its consolidated subsidiaries taken
as a whole, since 31 March 2019.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); 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 MiFID II; or (iii)
any person who is not a qualified investor as defined in Regulation (EU) 2017/1129. 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.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

Notification under Section 309B(1)(c) of the Securities and Futures Act of Singapore: In
connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and
the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of
the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018)
and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

1 Issuer:
Mizuho Financial Group, Inc.
2 (i) Series Number:
7

(ii) Tranche Number:
1
3 Status of the Notes:
Senior
4 Specified Currency or Currencies:
Euro ("")
5 Aggregate Nominal Amount:
500,000,000
6 (i) Issue Price of Tranche:
100 per cent. of the aggregate nominal amount

(ii) Net Proceeds
498,000,000
7 (i) Specified Denominations:
100,000 and integral multiples of 1,000 in excess
thereof
(ii) Calculation Amount:
1,000
8 (i) Issue Date:
6 September 2019

(ii) Interest Commencement Date:
6 September 2019
9 Maturity Date:
6 September 2029
10 Interest Basis:
Fixed Rate Interest
11 Redemption/Payment Basis:
Redemption at par
12 Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
13 Put/Call Options:
Not Applicable
14 Listing and Trading:
Luxembourg Euro MTF Market
15 Method of distribution:
Syndicated
Provisions Relating to Interest (if any) Payable
16 Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
0.402 per cent. per annum payable annually in arrear

(ii) Interest Payment Date(s):
6 September in each year (not adjusted) (see Paragraph
27 for the Business Centres applicable to payments)

(iii) Fixed Coupon Amount(s):
4.02 per Calculation Amount on each Interest Payment
Date

(iv) Broken Amount(s):
Not Applicable
2

(v) Fixed Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Date(s):
6 September in each year

(vii) Other terms relating to the method None
of calculating interest for Fixed Rate
Notes:
17 Floating Rate Note Provisions
Not Applicable
18 Zero Coupon Note Provisions
Not Applicable
19 Index Linked Interest Note Provisions
Not Applicable
20 Dual Currency Note Provisions
Not Applicable
Provisions Relating to Redemption
21 Issuer Call
Not Applicable
22 Investor Put
Not Applicable
23 Final Redemption Amount of each Note: 1,000 per Calculation Amount
24 Early Redemption Amount(s) of each
1,000 per Calculation Amount
Note payable on redemption for taxation
reasons or on event of default and/or the
method of calculating the same (if
required or if different from that set out in
Condition 6(e):
General Provisions Applicable to the Notes
25 Form of Notes:

(i) Bearer/Registered Notes:
Registered Notes:
Registered Global Note exchangeable for Definitive
Registered Notes in the limited circumstances specified
therein.

(ii) New Global Note or New
The Registered Global Notes will be registered in the
Safekeeping Structure:
name of a nominee for a common safekeeper for
Euroclear and Clearstream, Luxembourg (that is, held
under the new safekeeping structure).
26 Intended to be held in a manner which
Yes. Note that the designation "yes" simply means that
would allow Eurosystem eligibility:
the Notes are intended upon issue to be deposited with
one of Euroclear or Clearstream, Luxembourg as
common safekeeper (and registered in the name of a
nominee of one of Euroclear or Clearstream,
Luxembourg acting as common safekeeper) and does not
necessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any time during their life. Such recognition
will depend upon the European Central Bank being
satisfied that Eurosystem eligibility criteria have been
met.
3