Obligation Mizuho Holdings 0.849% ( XS2465984529 ) en USD

Mizuho Holdings

100 % ▲

Japon

XS2465984529 ( en USD )

0.849% par an ( paiement semestriel )

08/09/2024 - Obligation échue

Prospectus brochure de l'obligation Mizuho Financial Group XS2465984529 en USD 0.849%, échue

100 000 USD

750 000 000 USD

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 Mizuho Financial Group (ISIN: XS2465984529), émise au Japon en USD pour un montant total de 750 000 000 USD avec un prix actuel au marché de 100%, un taux d'intérêt de 0,849%, une taille minimale d'achat de 100 000 USD, une maturité au 08/09/2024 et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée.

FINAL TERMS OF THE NOTES
Final Terms dated 4 April 2022
Mizuho Financial Group, Inc.
Issue of 750,000,000 1.631 per cent. Senior Notes due 2027 (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
31 August 2021 (the "Base Prospectus"). These Final Terms contain the final terms of the Notes and must be
read in conjunction with the Base Prospectus. Terms defined in the Base Prospectus have the same meaning
when used herein.
In addition, these Final Terms contain or incorporate by reference certain information which modifies or
supersede the information in the Base Prospectus. See Appendix.
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 2021 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 2021.
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"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "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) not a qualified investor as defined in Regulation (EU) 2017/1129 (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 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.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any
rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined

in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently,
no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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.
UK MiFIR 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
only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"),
and professional clients, as defined in the Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any distributor should take into consideration the
manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the 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:
14

(ii) Tranche Number:
1

3 Status of the Notes:
Senior
4 Specified Currency or Currencies:
Euro ("")

5 Aggregate Nominal Amount:
750,000,000
6 (i) Issue Price of Tranche:
100 per cent. of the aggregate nominal amount

(ii) Net Proceeds:
747,750,000
7 (i) Specified Denominations:
100,000 and integral multiples of 1,000 in excess
thereof

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(ii) Calculation Amount:
1,000
8 (i) Issue Date:
8 April 2022

(ii) Interest Commencement Date:
8 April 2022
9 Maturity Date:
8 April 2027
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:
1.631 per cent. per annum payable annually in arrear

(ii) Interest Payment Date(s):
8 April in each year (not adjusted) beginning on 8 April
2023 (see Paragraph 27 for the Business Centres
applicable to payments)

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

(iv) Broken Amount(s):
Not Applicable

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

(vi) Determination Date(s):
8 April 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

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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 Note 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.
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
Barclays Bank PLC
HSBC Bank plc
Natixis
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

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Operational Information
34 ISIN Code:
XS2465984107
35 Common Code:
246598410
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:

Moody's: A1
Fitch: A-

Moody's Japan K.K. and Fitch Ratings Japan Limited are
not established in the European Union or the United
Kingdom but the ratings given to the Notes are endorsed
by Moody's Deutschland GmbH and Fitch Ratings
Ireland Limited, respectively, which are established in the
European Union and registered under Regulation (EC) No
1060/2009, and by Moody's Investors Service Limited
and Fitch Ratings Ltd., respectively, which are established
in the United Kingdom and registered under Regulation
(EC) No 1060/2009 as it forms part of domestic law by
virtue of the EUWA. A security rating is not a
recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.
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 intends to
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 pursuant to the
U.S.$30,000,000,000 Debt Issuance Programme of the Issuer.

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Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms which, when read together
with the Base Prospectus referred to above, contain all information that is material in the context of the issue
of the Notes.

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Appendix
Documents Incorporated by Reference
The following documents shall be incorporated in, and form part of, the Base Prospectus:
(a)
MHFG's current report on Form 6-K dated 22 September 2021 and furnished to the SEC, concerning
administrative action in regard to scheduled upgrades and updates of the IT system;
(b)
MHFG's current report on Form 6-K dated 6 October 2021 and furnished to the SEC, concerning
submission of plan for upgrades and updates to the IT system;
(c)
MHFG's current report on Form 6-K dated 26 November 2021 and furnished to the SEC, concerning
administrative actions by the Financial Services Agency and the Ministry of Finance of Japan;
(d)
MHFG's current report on Form 6-K dated 26 November 2021 and furnished to the SEC, concerning
announcement of changes in representative executive officer;
(e)
MHFG's current report on Form 6-K dated 26 November 2021 and furnished to the SEC, concerning
changes of directors and executive officers;
(f)
MHFG's current report on Form 6-K dated 17 December 2021 and furnished to the SEC, concerning
submission of report complying with the corrective action order issued by the Ministry of Finance of
Japan to Mizuho Bank, Ltd.;
(g)
MHFG's current report on Form 6-K dated 18 January 2022, as amended on Form 6-K/A dated 24
January 2022, and each furnished to the SEC, concerning submission of business improvement plan;
(h)
MHFG's current report on Form 6-K dated 18 January 2022 and furnished to the SEC, concerning
announcement of changes in representative executive officer;
(i)
MHFG's current report on Form 6-K dated 18 January 2022 and furnished to the SEC, concerning
changes of directors and executive officers;
(j)
MHFG's current report on Form 6-K dated 4 March 2022 and furnished to the SEC, concerning
announcement of change in representative executive officer;
(k)
MHFG's current report on Form 6-K dated 4 March 2022 and furnished to the SEC, concerning changes
of directors and executive officers;
(l)
MHFG's current report on Form 6-K dated 28 March 2022 and furnished to the SEC, concerning
businesses in connection with the Russia-Ukraine situation; and
(m)
MHFG's current report on Form 6-K dated 29 March 2022 and furnished to the SEC, concerning
changes of directors.
Each document incorporated by reference in the Base Prospectus will be available free of charge from the
principal office in Luxembourg of Mizuho Trust & Banking (Luxembourg) S.A. and the website of the
Luxembourg Stock Exchange at www.bourse.lu.
Recent Developments
The escalating military conflicts between Russia and Ukraine and sanctions imposed on Russia could have
a material adverse effect on financial markets and the world economy and negatively affect the Group's
financial condition and results of operations
In response to the military attacks on Ukraine committed by Russia starting in February 2022, the United
States, the European Union, Japan and a number of other countries have imposed, and may continue to further
impose economic sanctions on Russia with the aim of, among other things, restricting its access to the

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international financial system and its ability to trade certain goods. The uncertain nature, magnitude and
duration of Russia's war in Ukraine and sanctions imposed in response thereto, including, amongst other things,
the potential effects of sanctions, export and import control measures, travel bans and asset seizures, as well
as any retaliatory actions which Russia may potentially take, including, amongst other things, restrictions on
oil and gas exports and expropriation of assets owned by foreign companies, and the increased possibility of
cyber-attacks taken by unknown parties in connection with the military attacks on Ukraine, have contributed
to increased market volatility and uncertainty in the world economy and individual national economies
(including Japan). Such geopolitical risks may have a material adverse impact on macroeconomic factors
which could affect the Group's business, results of operations, financial condition and prospects.
In addition, the Group has direct exposure to Russia which amounted to approximately $2.87 billion1 as of 31
December 2021. While this exposure is very limited compared to the size of the Group's overall loan portfolio
outside Japan (which as of 31 December 2021 stood at approximately $246.7 billion2 , and which in turn
represented approximately 30% of the Group's entire loan portfolio as of 31 December 20212), a portion of
such exposure to Russia may have or may in the future become irrecoverable as a result of sanctions imposed
on Russia, counter-measures taken by Russia or the deteriorating credit quality of the borrower or the
counterparty. In the event such losses materialise, the Group's financial condition and results of operations
may be materially affected.
The effects of the outbreak of the COVID-19 Pandemic
The ongoing COVID-19 pandemic has put pressure on the global economy, including Japan. This challenging
market environment adversely affected MHFG's financial results for the fiscal year ended 31 March 2021,
resulting in an increase in credit-related costs to ¥204.9 billion (including approximately ¥72.3 billion of
additional reserves recorded from a forward-looking perspective), an increase of ¥33.2 billion from the
previous fiscal year (based on Japanese GAAP). The increase in credit-related costs was due mainly to the
prolonged effects of the outbreak of the COVID-19 pandemic. For more information related to the impact that
the COVID-19 pandemic has had on MHFG's business, refer to "Item 3.D. Key Information--Risk Factors"
in MHFG's most recent annual report on Form 20-F filed with the SEC and "Recent Developments--
Operating Environment" in MHFG's current report on Form 6-K, dated 27 December 2021, as amended on
Form 6-K/A, dated 29 December 2021, each of which is incorporated by reference in the Base Prospectus. For
the nine months ended 31 December 2021, credit-related costs were ¥147.9 billion as compared to ¥98.1
billion for the same period in the previous fiscal year (based on Japanese GAAP). The increase was primarily
due to the recording by MHBK of a provision for specific reserve for possible losses on loans of ¥265.0 billion,
almost all of which was due to a deterioration, during the three months ended 31 December 2021, of the credit
quality of a corporate borrower that has been experiencing financial distress. For more information, please
refer to MHFG's current report on Form 6-K, dated 2 February 2022, containing MHFG's financial condition
and results of operations, presented under Japanese GAAP, as of and for the nine months ended 31 December
2021, which is incorporated by reference in the Base Prospectus.
As for the fiscal year ended 31 March 2022 and beyond, there can be no assurance that MHFG will not incur
significant additional credit-related costs as a result of the effect of developments related to the COVID-19
pandemic, heightening geopolitical tensions, tightening governmental monetary policies and other factors that
may impact the credit quality of this and other borrowers.

1 Aggregated consolidated figures of MHBK and Mizuho Trust & Banking. Inclusive of loans, commitment lines, guarantee transactions,
derivatives-related credit, etc. The amount takes into account guarantee balance according to its ultimately associated country.
2 Outstanding loan balance on a management accounting basis. Including MHBK and subsidiaries outside Japan (such as those in China,
the United States, the Netherlands, Indonesia, Malaysia, Russia, Brazil and Mexico) and excluding loans between consolidated entities.

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Although vaccine rollouts and easing pandemic-related restrictions contributed to a recovery in the Japanese
economy during the first half of the fiscal year ended 31 March 2022, MHFG anticipates a resurgence in
domestic infection rates during 2022, as illustrated by increases in infections as a result of the "Omicron"
variant. In addition, MHFG expects multiple factors caused by the COVID-19 pandemic to contribute to
downward pressure on corporate earnings, including the continuing semiconductor shortage, restrictions on
procurement from the ASEAN region, increasing energy prices and a delayed recovery for private
consumption levels. Depending on the severity of these impacts, the negative impacts of the COVID-19
pandemic on economic activity in 2022 could be significant. The full extent to which COVID-19 impacts
MHFG's business, clients and borrowers will depend on future developments, which are highly uncertain and
cannot be predicted.
MHFG's Common Equity Tier 1 capital ratio3 as of 31 March 2021 improved to 9.1%, reaching its target level
range, and further improved to 9.5% as of 31 December 2021. MHFG expects its Common Equity Tier 1
capital ratio to have stayed at the same level or slightly declined during the final quarter of the fiscal year
ended 31 March 2022. In the event that the continuing effects of the outbreak of the COVID-19 pandemic are
more significant than its management's current expectations, there may be downward pressure on its capital
adequacy ratios. However, even under such circumstances where MHFG may experience a deterioration in
net income, MHFG expects that its Common Equity Tier 1 capital ratio likely remained within the target level
range.
As of 31 December 2021, MHFG's external TLAC ratio (risk-weighted assets basis) increased to 22.99%
(compared to 21.42% as of 31 March 2021), while its leverage ratio4 was 4.85% (an increase of 0.02%
compared to 31 March 2021) and liquidity coverage ratio for the three months ended 31 December 2021 was
140.3% (an increase of 4.5% compared to the three months ended 31 March 2021).
The outlook for the fiscal year ended 31 March 2022 set forth above is based on earnings estimates that MHFG
prepared under Japanese GAAP, which is the basis of accounting that it uses for financial reporting purposes
in Japan and Japanese bank regulatory purposes.
Information Systems Incidents
In February, March, August and September 2021, there were several system failure incidents at MHBK that
resulted in aborted customer transactions across its network in Japan, including ATM and internet banking
transactions and foreign exchange remittances. As a result of the system failure that occurred on 30 September
2021, certain confirmation obligations required of banks in connection with certain banking transactions under
the Foreign Exchange and Foreign Trade Act of Japan were not adequately performed. These incidents are
described in MHFG's Form 6-K filed on 26 November 2021 under the heading "Reference: Outline of the
system failures that occurred between February 28 and September 30, 2021", which is incorporated by
reference in the Base Prospectus. In addition, on 30 December 2021 and 11 January 2022, there were delays
with respect to inter-bank transfers and certain functions for its online banking website, and on 11 February
2022, certain ATMs in its network experienced technical issues and service interruptions for several hours.

3 On a fully-effective basis under the Basel III finalisation framework expected to be fully applied in 2028, excluding net unrealised
gains/losses on other securities and its associated deferred gains/losses on hedges from the numerator, deducting risk weighted assets
associated with net unrealised gains/losses on other securities (Japanese stocks) from the denominator, and including the effect of
partially fixing unrealised gains on stocks through hedging transactions. The capital floor is also calculated after deducting the
associated reserves from risk weighted assets using the standard approach.
4 Due to the amendment to the leverage ratio regulations and TLAC regulations introduced as a temporary measure by the FSA, the
amount of deposits to the Bank of Japan was excluded from total exposure since 31 March 2021. The leverage ratio, including the
Group's deposits to the Bank of Japan as total exposure, as of 31 December 2021 was 4.13%.

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