Obligation Mizuho Holdings 0.693% ( XS2241387096 ) en EUR

Mizuho Holdings

88.36 % ▲

Japon

XS2241387096 ( en EUR )

0.693% par an ( paiement annuel )

06/10/2030

Prospectus brochure de l'obligation Mizuho Financial Group XS2241387096 en EUR 0.693%, échéance 06/10/2030

07/10/2025 ( Dans 81 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 XS2241387096, paye un coupon de 0.693% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/10/2030

DRAWDOWN PROSPECTUS

Mizuho Financial Group, Inc.
(incorporated in Japan with limited liability)
500,000,000 0.214 per cent. Senior Notes due 2025
Issue Price: 100 per cent.
1,000,000,000 0.693 per cent. Senior Notes due 2030
Issue Price: 100 per cent.
issued pursuant to the
Mizuho Financial Group, Inc.
Mizuho Bank, Ltd.
U.S.$30,000,000,000
Debt Issuance Programme
Mizuho Financial Group, Inc. (the "Issuer" or "MHFG") will issue 500,000,000 0.214 per cent. Senior Notes due 2025 (the "2025 Notes") and
1,000,000,000 0.693 per cent. Senior Notes due 2030 (the "2030 Notes" and, together with the 2025 Notes, the "Notes" and each a "Series") pursuant
to the U.S.$30,000,000,000 Debt Issuance Programme of the Issuer and Mizuho Bank, Ltd. ("MHBK") (the "Programme").
The 2025 Notes will bear interest from (and including) 7 October 2020 at the fixed rate of 0.214 per cent. per annum, payable annually in arrear on 7
October of each year beginning on 7 October 2021. The 2025 Notes will mature on 7 October 2025.
The 2030 Notes will bear interest from (and including) 7 October 2020 at the fixed rate of 0.693 per cent. per annum, payable annually in arrear on 7
October of each year beginning on 7 October 2021. The 2030 Notes will mature on 7 October 2030.
The Notes are not redeemable prior to maturity, except that the Issuer may, subject to certain conditions, at its option redeem each Series of Notes in
whole, but not in part, upon the occurrence of certain changes in Japanese tax law. See Conditions 6(b) (Redemption for Tax Reasons) of the Terms and
Conditions of the MHFG Notes in the Programme Base Prospectus (as defined below), which is incorporated by reference herein.
The net proceeds from the issuance and sale of the 2025 Notes will be used to make a loan to MHBK, which will utilise such funds to finance and/or
refinance, in whole or in part, certain Eligible Green Projects (as defined below). The net proceeds from the issuance and sale of the 2030 Notes will be
used to make a loan to MHBK, which will utilise such funds for its general corporate purposes. See "Use of Proceeds".
Each Series of Notes are intended to qualify as external total loss-absorbing capacity ("TLAC") debt under the Japanese TLAC Standard (as defined in
the Programme Base Prospectus). Each Series of Notes will be the Issuer's direct, unconditional, unsubordinated and unsecured obligations and rank
pari passu and without preference among themselves and with all other unsecured obligatio ns, other than subordinated obligations of the Is suer (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" in the section entitled "Risk Factors" of the Programme Base Prospectus incorporated by reference herein.
Application has been made to list each Series of Notes on the Luxembourg Stock Exchange and for each Series of Notes to be admitted to trading on the
Euro MTF Market (the "Market"). References in this drawdown prospectus (the "Drawdown Prospectus") to the Notes being "listed" (and all related
references) shall mean that such Notes have been admitted to trading on the Market. This Drawdown Prospectus constitutes a prospectus for the purpose
of Part IV of the Luxembourg law on prospectuses for securities dated 16 July 2019.
Each Series of Notes will be represented by a registered global note ("Registered Global Note"), which will be deposited on or about 7 October 2020
(the "Issue Date") with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, S.A. ("Clearstream, Luxembourg") to
be held under the new safekeeping structure.
Each Series of Notes are expected to be rated A1 by Moody's Japan K.K. ("Moody's") and A- by Fitch Ratings Japan Limited ("Fitch"). 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 Drawdown 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.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
Green Structuring Agent
BofA Securities
Natixis
Green Structuring Agent
Green Structuring Agent
HSBC

ING

The date of this Drawdown Prospectus is 1 October 2020

The Issuer, having made all reasonable enquiries, confirms that this Drawdown Prospectus, together with the
information incorporated by reference herein, contains all information with respect to itself and its
consolidated subsidiaries and the Notes which is material in the context of the issue and offering of the Notes,
that the information contained in this Drawdown Prospectus with respect to itself and its consolidated
subsidiaries and the Notes is true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed by it in this Drawdown 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. The Issuer accepts responsibility accordingly, save that it accepts no responsibility
with respect to the information set out un der the heading "Subscription and Sale" in this Drawdown
Prospectus and under the heading "Subscription and Sale" in the Programme Base Prospectus incorporated
by reference herein.
This Drawdown Prospectus is to be read in conjunction with all documents w hich are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). In particular, this
Drawdown Prospectus incorporates by reference certain sections from, and should be read in conjunction
with, the base prospectus dated 21 August 2020 relating to the Programme under which the Notes are to be
issued (the "Programme Base Prospectus").
To the fullest extent permitted by law, none of the Joint Lead Managers or the Trustee accept any
responsibility for the contents of this Drawdown Prospectus or for any other statement, made or purported to
be made by a Joint Lead Manager or the Trustee or on its behalf in connection with the Issuer or the issue
and offering of the Notes. Each Joint Lead Manager and the Trustee accordingly disclaims all and any
liability whether arising in tort or contract or otherwise (save as referred to above) which it mig ht otherwise
have in respect of this Drawdown 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 Drawdown Prospectus or any other information supplied in connection with the issue and
offering of the Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer, any of the Joint Lead Managers or the Trustee.
Neither this Drawdown Prospectus nor any other information supplied in connectio n with the issue and
offering of the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer, any of the Joint Lead Managers or the Trustee that any
recipient of this Drawdown Prospectus or any other information supplied in connection with the issue and
offering of the Notes 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 Issuer. Neither this Drawdown Prospectus nor any other information supplied in
connection with the issue and offering of the Notes constitutes an offer or invitation by or on behalf of the
Issuer, any of the Joint Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes.
This Drawdown Prospectus may only be used for the purposes for which it has been published.
The delivery of this Drawdown Prospectus does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the issue and offering of the Notes is correct as of any time subsequent to the date
indicated in the document containing the same. Investors should review, inter alia, the most recent
consolidated financial statements of the Issuer when deciding whether or not to purchase any Notes.
The distribution of this Drawdown Prospectus and the offer or sale of Notes may be restricted by law in
certain jurisdictions. The Issuer, the Joint Lead Managers and the Trustee do not represent that this
Drawdown Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, i n compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption

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available thereunder, or assume any responsibility for facilitating any such d istribution or offering. In
particular, no action has been taken by the Issuer, the Joint Lead Managers or the Trustee which would permit
a public offering of the Notes or distribution of this Drawdown Prospectus in any jurisdiction where action
for that purpose is required. Accordingly, the Notes may not be of fered or sold directly or indirectly, and
neither this Drawdown Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstan ces that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Drawdown Prospectus or any Notes come must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Drawdown 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" in the Programme Base
Prospectus incorporated by reference herein).
The Notes have not been and will not be registered under th e 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" in the Programme Base Prospectus
incorporated by reference herein).
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" in the Programme Base Prospectus incorporated by
reference herein). 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 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. Interest payments on the Notes to an individual
resident of Japan, to a Japanese corporation (except as described in the preceding sentence), 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 rate of currently
15.315 per cent. (or 15 per cent. on or after 1 January 2038) of the amount of such interest.
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 i n either
case is a specially-related person of the Issuer or (ii) a Designated Financial Institution.

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PROHIBITION OF SALES TO EEA AND UK 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") or
the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client a s 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 Direct ive"), where that
customer would not qualify as a professional client as defined in point (10) of Art icle 4 (1) of MiFI D II; or (iii)
any person who is not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
informa tion document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or
sellin g the Notes or otherwise making them available to retail investors in the EEA o r in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET So lely for the purposes of each manufa cturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the ta rget 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 eligib le counterparties and professiona l clients are appropriate. Any person subsequently
offering, sellin g 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 refin ing the
manufacturers' target market assessment) and determining appropriate distribution channels.
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) Regu lations 2018 of Singapore (the "CMP Regu lations 2018"), the Issuer
has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018), that the
Notes are prescribed capital ma rkets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in M AS 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 the Notes, Mizuho International plc (the "Stabilising Manager") (or any
person acting on behalf of the Stabilising Manager) 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 o therwise
prevail. However, there is no assurance tha t the Stabilising Manager (or any person acti ng on behalf of
any Stabilising Manager) will undertake stabilisation action. Any sta bilisation action may begin on or
after the date on which adequa te public disclosure of the terms of the offer of the Notes is made a nd, if
begun, may be ended a t any time, but i t must end no later than the earlier of 30 days after the issue date
of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-
allotment must be conducted by the Stabilising Manager (or any person acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
All references in this Drawdown Prospectus to "Japanese Yen", "yen" and "¥" refer to the currency of Japan,
those to "EUR" and "" refer to the currency of those member states of the European Union wh ich are
participating in the European Economic and Monetary Union pursuant to the Treaty on Europea n Union, a nd
those to "U.S. Dol ars", "U.S.$" and "$" refer to the currency of the United States of America. In addition,
references in this Drawdown Prospectus to the "Group" shall mean the Issuer and its consolidated subsidiaries,
taken as a whole.
This Drawdown Prospectus and the documents incorporated by reference herein contain in a number of places
forward-looking statements regarding the Issuer's intent, belief, targets or current expectations of its
management with respect to the Issuer's financial condition and future results of operations. In many cases,

4

but not all, the Issuer may use such words as "aim", "anticipate", "believe", "endeavour", "estimate",
"expect", "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 a lso be identified by discussions of strategy, plans or intentions. These sta tements
reflect the Issuer's current v iews with respect to future events and are subject to risks, uncerta inties and
assumptions. Should one or more of these risks or uncertainties materialise, or should underlyin g assumptions
prove incorrect, the Issuer's actual results may vary materially from those it currently anticipates.
The Issuer has identified some of the risks inherent in forward-looking statements in "Item 3.D. Key
Information--Risk Factors" of the Issuer's most recent annual report on Form 20-F and in the "Risk Factors"
section of the Programme Base Prospectus incorporated by reference herein. Other factors could also
adversely affect the Issuer's resu lts or the accuracy of forward-looking statements in this Drawdown
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 Drawdown Prospectus a re made
only as of the dates on which such statements were ma de. The Issuer expressly disclaims any obligation or
undertaking to release any update or rev ision to any forward-looking statement contained herein or therein to
reflect any change in the Issuer's expectations with regard thereto or any change in events, conditions or
circumstances on which a ny statement is based.
The Issuer's financial statements for reporting purposes under Un ited 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 the Issuer's financial statements for reporting
in Japan and Japanese bank regulatory purposes are prepared in accorda nce with accounting principles
generally accepted in Japan ("Japanese GAAP"). Financial information for the Issuer contained or
incorporated by reference herein is presented in accordance with U.S. GAAP o r Japanese GAAP, as specified
herein or in the relevant document being incorporated by reference.
There are certa in differences between U.S. GAAP and Japanese GAAP. For a description of certain
differences between U.S. GAAP a nd Japanese GAAP in respect of the Issuer's financial statements, see "Item
5. Operating and Financial Review and Prospects--Reconcilia tion with Japanese GAAP" in the Issuer's most
recent annua l report on Form 20-F filed with the SEC. Prospective investors should consult their o wn
professiona l 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 incorp orated by reference herein.
Investment in Notes issued as Green Bonds
Prospective investors in the any Notes issued as Green Bonds should determine for themselves the relevance
of the information set forth under "Use of Proceeds", consult with their counsel or other advisers and
undertake any other investigation they deem necessary before investing in such Notes. There is no assurance
that the transactions that the Issuer selects for funding from the net proceeds of the Green Bonds will meet
each investor's expectations concerning environmental or sustainability finance products or benefits or any
criteria or guidelines with which any particular investor is required or expected to comply, whether by any
present or future applicable laws or regu lations, by its own by -laws or other governin g rules or investment
portfolio mandates, ratings criteria or other independent expectations. The description of Eligib le Green
Projects set forth under the section "Use of Proceeds" is for illustrative purposes only and there is no
assurance that the net proceeds of any Notes issued as Green Bonds will be allocated to finance or refinance
transactions with the specif ic chara cteristics described therein. Neither any failure to apply the net proceeds of
the Green Bonds to any Eligible Green Projects or have such net proceeds managed or report on allocation of

5

such funds each in accordance with the Issuer's Green Bond Fra mework (as further described under the
section "Use of Proceeds"), any failure of Eligible Green Projects to achieve the expected results or outcome,
nor the withdrawal of any opinion or certification of a third party, will constitute a breach of, or an Event of
Default under, the Terms and Conditions of the Notes. The Issuer may also in its own discretion update or
amend its Green Bond Framework from time to time.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any
opinion or certification of any third party (whether or not solicited by the Issuer) that may be made available
in connection with any Notes issued as Green Bonds, in particular as regards the ability of an Eligib le Green
Project to fulfil any environmental, sustainability or other criteria. No such opin ion or certification is, or shall
be deemed to be, a recommendation by Issuer, any Joint Lead Manager or any other person to buy, sell or
hold any Notes issued as Green Bonds. Investors must determine for themselves the relevance of any such
opinion or cert ification, the information contained therein and the p rovider of such opinion or certif ication for
the purpose of a ny investment in any Notes issued as Green Bonds. For the avoidance of doubt, no such
opinion or certification is, no shall be deemed to be, incorporated into this Drawdown Prospectus.

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TABLE OF CONTENTS
Page
DOC UMENTS INC ORPORATED BY REFERENCE ................................................................................................. 8
THE OFFERING.................................................................................................................................................................. 9
TERMS AND C ONDITIONS OF THE NOTES .........................................................................................................14
USE OF PR OCEEDS ........................................................................................................................................................15
MIZUHO FINANCIAL GR OUP, INC. ..........................................................................................................................19
RECENT DEVELOPMENTS AND OUTLOOK ........................................................................................................21
SELECTED FI NANCIAL INFORMATION ................................................................................................................22
FINAL TERMS OF THE 2025 NOTES ........................................................................................................................35
FINAL TERMS OF THE 2030 NOTES ........................................................................................................................41
SUBSCRIPTION AND SALE .........................................................................................................................................47
GENERAL INFORMATION...........................................................................................................................................48

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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be incorporated in, and form part of, this Drawdown Prospectus:
(a)
Each of the following sections from the Programme Ba se Prospectus:
(i)
"Risk Factors" on p. 19 to 31 of the Programme Base Prospectus;
(ii)
"Form of the Notes" on p. 32 to 35 of the Programme Base Prospectus;
(iii)
"Terms and Conditions of the MHFG Notes" on p. 36 to 70 of the Programme Base Prospectus;
(iv)
"Mizuho Financial Group, Inc." on p. 102 to 105 of the Programme Base Prospectus;
(v)
"Taxation" on p. 111 to 117 of the Programme Base Prospectus;
(vi)
"Subscription and Sale" on p. 118 to 121 of the Programme Base Prospectus;
(vii) "General Information" on p. 132 to 133 of the Programme Base Prospectus; and
(b)
The documents described in pa ragraphs (a), (c), (d) and (e) in the sect ion entitled "Documents
Incorporated by Reference" on p. 7 of the Programme Base Prospectus,
save that any statement contained in a document that is incorporated by reference herein shall be modified or
superseded for the purpose of this Drawdown Prospectus to the extent that a statement contained in this
Drawdown Prospectus modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded shall not, except as so modified or superseded,
constitute part of this Drawdown Prospectus.
The Issuer will provide, without charge, to each person to whom a copy of this Drawdown Prospectus ha s
been delivered, upon the oral or written request of such person, a copy of any or all of the documents which
are incorporated herein by reference. Written or oral requests for such documents should be directed to the
Issuer at its office set out at the end of this Drawdown Prospectus. In addition, such documents will be
availa ble 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.

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THE OFFERING
The following summary is qualified in its entirety by, the remainder of this Drawdown Prospectus. In addition,
capitalised terms used in the following summary which are not defined in this Drawdown Prospectus shall
have the meanings given to them in the Terms and Conditions of the Notes.
Issuer
Mizuho Financial Group, Inc.
Notes Offered
2025 Notes: 500,000,000 0.214 per cent. Senior Notes due
2025
2030 Notes: 1,000,000,000 0.693 per cent. Senior Notes due
2030
Joint Lead Managers
Mizuho International plc
Merrill Lynch International
Natixis
HSBC Bank plc
ING Bank N.V.
Trustee
BNY Mellon Corporate Trustee Services Limited
Agent and Paying Agent
Mizuho Trust & Banking (Luxembourg) S.A.
Issue Price
2025 Notes: 100 per cent. of the aggregate nominal amount
2030 Notes: 100 per cent. of the aggregate nominal amount
Issue Date
7 October 2020
Status of the Notes
Each Series of Notes will constitute direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and
rank pari passu and without preference among themselves with
all other unsecured obliga tions, other than subordinated
obligations, of the Issuer (except for statutorily preferred
exceptions) from time to time outstanding.
Each Series of Notes are expected to be subject to potential
losses in the event of the Issuer's liquidation followin g the
application of the orderly resolution powers under the Deposit
Insurance Act of Japan (the "Deposit Insurance Act"). See
"Risk Factors--Risks related to Senior Notes issued by
MHFG--Sen ior Notes issued by MHFG may become subject
to loss a bsorption if MHFG becomes subject to orderly
resolution measures under the Deposit Insurance Act of Japan
and Japanese insolvency laws. As a resu lt, 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" in the Pro gramme Base Prospectus, which is
incorporated by reference herein.
Maturity
2025 Notes: 7 October 2025
2030 Notes: 7 October 2030
Form of the Notes
Each Series of Notes will be in registered form and will be
represented by a Registered Global Note to be held under the
new safekeeping structure.
Clearing System
Euroclear and Clearstream, Luxembourg.
Initial Delivery of Notes
On or before the Issue Date, the Registered Global Note

9

representing each Series of Notes will be delivered to Euroclear
acting as common safekeeper for Euroclear and Clearstream,
Luxembourg (the "Common Safekeeper"), and registered in the
name of a nominee thereof.
Depositin g the Registered Global Note with the Common
Safekeeper does not necessarily mean that the relevant Series
of 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 or all t imes during
their life. Such recognition will depend upon the European
Central Bank being satisfied that Eurosystem eligibility criteria
have been met.
Interest
2025 Notes: The 2025 Notes will bear interest from (and
including) the Issue Date at the fixed rate of 0.214 per cent. per
annum, pa yable annually in arrear on 7 October in each year
beginning on 7 October 2021.
2030 Notes: The 2030 Notes will bear interest from (and
including) the Issue Date at the fixed rate of 0.693 per cent. per
annum, pa yable annually in arrear on 7 October in each yea r
beginning on 7 October 2021.
Redemption
Redemption at par
Denomination
100,000 and integral multiples of 1,000 in excess thereof.
Use of Proceeds
2025 Notes: The Issuer will use the net proceeds of the 2025
Notes to make a loan that is intended to qualify as Internal
TLAC under the Japanese TLAC Standard to MHBK, wh ich
will utilise such funds to finance and/or refinance, in whole or
in part, existing and/or new Eligib le Green Projects (as defined
below) under the Issuer's Green Bond Framework (as further
described below).
2030 Notes: The Issuer will use the net proceeds of the 2030
Notes to make a loan that is intended to qualify as Internal
TLAC under the Japanese TLAC Standard to MHBK, wh ich
will utilise such funds for its general corporate purposes.
See "Use of Proceeds."
Taxation
Interest payments on the Notes will generally be subject to
Japanese withholding tax unless it is established that the Notes
are held by or for the account of a beneficial owner tha t is (i)
for Japanese tax purposes, neither (x) an indiv idual 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 9 of the Special Taxation Measures Act which
complies with the requirement for tax exemption under that
paragraph or (iii) a Japanese public corporation, financial
institution or fina ncial instruments business operator described
in Article 3-3, Paragraph 6 of the Special Taxation Measures
Act which complies with the requirement for tax exemption

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