Obligation MITSUBISHI UFJ FG Inc. 2.264% ( XS2489981485 ) en EUR

MITSUBISHI UFJ FG Inc.

100 % ⇌

Japon

XS2489981485 ( en EUR )

2.264% par an ( paiement annuel )

13/06/2025 - Obligation échue

Prospectus brochure de l'obligation Mitsubishi UFJ Financial Group Inc XS2489981485 en EUR 2.264%, échue

200 000 EUR

1 000 000 000 EUR

Mitsubishi UFJ Financial Group Inc. (MUFG) est une holding financière japonaise, l'une des plus grandes au monde, offrant une large gamme de services financiers, dont la banque de détail, la banque d'investissement et la gestion d'actifs.

L'Obligation émise par MITSUBISHI UFJ FG Inc. ( Japon ) , en EUR, avec le code ISIN XS2489981485, paye un coupon de 2.264% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/06/2025

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 (the "EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "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. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, 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 ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within
the meaning of the provisions of the FSMA and any rules or regulations made under the Financial Services and Markets
Act 2000 (the "FSMA") to implement Directive (EU) 2016/97 , where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of
the United Kingdom by virtue of the EUWA. Consequently no key information document required by Regulation
(EU) No 1286/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET: Solely for the purposes of the 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 Directive 2014/65/EU (as amended, "EU MiFID II");
or (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
manufacturer's target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's 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 Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 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.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION: Solely for the
purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (2020
Revised Edition) of Singapore (as modified or amended from time to time, the "SFA"), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital
markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).
Final Terms dated 9 June 2022
Mitsubishi UFJ Financial Group, Inc.
Issue of Series 23 EUR1,000,000,000 2.264 per cent. Fixed to Floating Callable Senior Notes due 2025
under the
Mitsubishi UFJ Financial Group, Inc.
and
MUFG Bank, Ltd.
U.S.$50,000,000,000 Medium Term Note Programme

PART A CONTRACTUAL TERMS
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no
obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation
(EU) 2017/1129 (the "Prospectus Regulation") or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Base Prospectus dated 6 August 2021 (the "Original Base Prospectus") and the supplement to the Base Prospectus
dated 6 June 2022 (together with the Original Base Prospectus, the "Base Prospectus"). This document constitutes the
Final Terms of the Notes described herein and must be read in conjunction with the Base Prospectus. In order to get
the full information on the Issuer and the offer of the Notes, both the Base Prospectus (including all documents
incorporated by reference therein) and these Final Terms must be read in conjunction. The Base Prospectus has been
published on www.bourse.lu and is available for viewing during normal business hours at the specified office of the
Principal Paying Agent.
1.
Issuer:
Mitsubishi UFJ Financial Group, Inc.
2.
(i)
Series Number:
23

(ii)
Tranche Number:
1

(iii)
Date on which the Notes become Not Applicable
fungible:
3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount:
EUR1,000,000,000

(i)
Series:
EUR1,000,000,000

(ii)
Tranche:
EUR1,000,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
(i)
Specified Denominations:
EUR200,000 and integral multiples of EUR1,000 in excess
thereof

(ii)
Calculation Amount:
EUR1,000
7.
(i)
Issue Date:
15 June 2022

(ii)
Interest Commencement Date:
Issue Date in respect of the Fixed Rate Period (as defined
below) and 14 June 2024 in respect of the Floating Rate Period
(as defined below)
8.
Maturity Date:
Interest Payment Date falling on or nearest to 14 June 2025
9.
Interest Basis:
2.264 per cent. Fixed Rate from, and including, the Issue Date
to, but excluding, 14 June 2024 (the "Fixed Rate Period").
3-month EURIBOR + 0.939 per cent. per annum Floating
Rate, from, and including, 14 June 2024 (the "Floating Rate
Period").
10.
Redemption/Payment Basis:
Redemption at par
11.
Call/Put Option:
Issuer Call
12.
Status of the Notes:
Unsubordinated
13.
Date on which Board approval for issuance Not Applicable
of Notes obtained:
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions:
Applicable during the Fixed Rate Period

(i)
Rate of Interest:
2.264 per cent. per annum payable in arrear on each Interest
Payment Date related to interest accruing in the Fixed Rate
Period

(ii)
Interest Payment Date(s):
14 June in each year, from and including 14 June 2023 (the
First Interest Payment Date) to and including 14 June 2024,
not adjusted.

(iii)
Fixed Coupon Amount:
EUR22.64 per Calculation Amount

(iv)
Broken Amount(s):
An amount per Calculation Amount calculated in accordance
with Condition 5(d), payable on the Interest Payment Date
falling on 14 June 2023.

(v)
Day Count Fraction:
Actual/Actual (ICMA)
15.
Floating Rate Note Provisions:
Applicable during the Floating Rate Period
(i)
Interest Period(s):
As defined in Condition 2(a)
(ii)
Specified Interest Payment Dates:
14 September 2024, 14 December 2024, 14 March 2025 and
14 June 2025, in each case subject to adjustment in accordance
with the Business Day Convention set out in (v) below
(iii)
First Interest Payment Date (in 14 September 2024, subject to adjustment in accordance with

respect of the Floating Rate Period): the Business Day Convention set out in (v) below
(iv)
Initial Rate of Interest:
2.264 per cent. per annum
(v)
Business Day Convention:
Modified Following Business Day Convention
(vi)
Business Centre(s):
TARGET, London, Tokyo
(vii)
Manner in which the Rate(s) of Screen Rate Determination

Interest is/are to be determined:
(viii)
Party responsible for calculating the Not Applicable (Principal Paying Agent is responsible)

Rate(s) of Interest and/or Interest

Amount(s) (if not the Principal

Paying Agent):
(ix)
Screen Rate Determination:
Applicable
-
Floating Rate Reference Rate:
3-month EURIBOR
-
Interest Determination Date(s):
The day which is 2 TARGET Settlement Days prior to the first
day of each Interest Period
-
Relevant Time:
11:00 a.m. Brussels time
-
Relevant Screen Page:
Reuters EURIBOR01
-
Relevant Financial Centre:
Brussels
(x)
ISDA Determination:
Not Applicable
(xi)
Linear Interpolation:
Not Applicable
(xii)
Margin(s):
+ 0.939 per cent. per annum
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(xiii)
Minimum Rate of Interest:
0.000 per cent. per annum
(xiv)
Maximum Rate of Interest:
Not Applicable

(xv)
Day Count Fraction:
Actual/360
(xvi)
Benchmark
Replacement Applicable
Provisions:
16.
CMS Rate Note Provisions (the Bank Not Applicable
only):
17.
Zero Coupon Note Provisions (the Bank Not Applicable
only):
18.
Dual Currency Note Provisions (the Bank Not Applicable
only):
PROVISIONS RELATING TO REDEMPTION
19.
Call Option:
Applicable
(i)
Optional
Redemption
Date(s) 14 June 2024, not adjusted

(Call):
(ii)
Optional Redemption Amount(s) EUR1,000 per Calculation Amount

(Call) of each Note:
(iii)
If redeemable in part:

(a)
Minimum Redemption
Not Applicable

Amount:

(b)
Maximum Redemption
Not Applicable

Amount:
(iv)
Notice period:
Not less than 30 nor more than 60 days' prior notice
20.
Put Option (the Bank only):
Not Applicable
21.
Final Redemption Amount of each Note: EUR1,000 per Calculation Amount
22.
Early Redemption Amount (Tax)
EUR1,000 per Calculation Amount
For the avoidance of doubt, from and including 15 June 2022
to and including 14 June 2024, the Notes shall be redeemable
for tax reasons in accordance with the terms of Condition
11(b)(i); and from and including 15 June 2024 to and
including the Maturity Date, the Notes shall be redeemable for
tax reasons in accordance with the terms of Condition
11(b)(ii).
23.
Early Redemption Amount (Regulatory) Not Applicable
24.
Early Termination Amount
EUR1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.
Form of Notes:
Registered Notes:

Registered Notes, evidenced by a Global Note Certificate.
The Notes evidenced by the Global Note Certificate will be
held under the new safekeeping structure ("New Safekeeping
Structure" or "NSS"), and will be registered in the name of a
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common safekeeper (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and the Global Note Certificate
will be deposited on or about the Issue Date with the common
safekeeper for Euroclear and/or Clearstream, Luxembourg.
26.
New Global Note:
No
27.
Additional Financial Centre(s):
TARGET, London, Tokyo
28.
Talons for future Coupons to be attached No
to Definitive Notes (and dates on which
such Talons mature):
29.
Details relating to Partly Paid Notes (the Not Applicable
Bank only):
30.
Details relating to Instalment Notes (the Not Applicable
Bank only):
31.
Other terms or special conditions:
Not Applicable

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to have the Notes admitted to the Official List of the Luxembourg
Stock Exchange and admitted to trading to the Euro MTF Market of the Luxembourg Stock Exchange pursuant to the
Issuer's Medium Term Note Programme.

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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By:

Duly authorised

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PART B OTHER INFORMATION
1.
LISTING
AND
ADMISSION TO Application has been made for the Notes to be admitted to
TRADING
listing on the official list of the Luxembourg Stock Exchange
and admitted to trading on the Euro MTF Market of the
Luxembourg Stock Exchange.
2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:

Moody's: A1
S&P Global Ratings Japan Inc.: A-
Fitch Ratings Japan Limited: A-

A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspensions, reductions or
withdrawal at any time by the assigning rating agency.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in
the ordinary course of business.
Morgan Stanley & Co. International plc, a subsidiary of Morgan Stanley, will participate in the offering as
a manager. The Issuer held approximately 21.4 per cent. of the voting rights in Morgan Stanley based on
the number of shares of common stock of Morgan Stanley outstanding as of 31 March 2022 as well as Series
C Preferred Stock with a face value of approximately $521.4 million and 10 per cent. dividend. In addition,
the Issuer currently has two representatives on Morgan Stanley's board of directors. The Issuer has adopted
the equity method of accounting for its investment in Morgan Stanley. In April 2018, the Issuer entered into
a sales plan with Morgan Stanley and Morgan Stanley & Co. LLC, pursuant to which the Issuer will sell
portions of the shares of Morgan Stanley common stock that the Issuer holds, to Morgan Stanley through
Morgan Stanley & Co. LLC acting as agent for Morgan Stanley to the extent necessary to ensure that the
Issuer's beneficial ownership will remain below 24.9 per cent. In December 2020, this sales plan was
suspended upon notice by Morgan Stanley to the Issuer in accordance with the terms of the plan.

As part of its strategic alliance with Morgan Stanley, in May 2010, the Issuer and Morgan Stanley integrated
their respective Japanese securities companies by forming two joint venture companies. The Issuer
contributed the wholesale and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities
Co., Ltd. into one of the joint venture entities called Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
("MUMSS"). Morgan Stanley contributed the investment banking operations conducted in Japan by its
formerly wholly owned subsidiary, Morgan Stanley Japan Securities Co., Ltd. ("Morgan Stanley Japan"),
into MUMSS and contributed the sales and trading and capital markets businesses conducted in Japan by
Morgan Stanley Japan into a second joint venture entity called Morgan Stanley MUFG Securities Co., Ltd.
("MSMS"). The Issuer holds a 60 per cent. economic interest in each of the joint venture companies and
Morgan Stanley holds a 40 per cent. economic interest in each of the joint venture companies. The Issuer
holds a 60 per cent. voting interest and Morgan Stanley holds a 40 per cent. voting interest in MUMSS, and
the Issuer holds a 49 per cent. voting interest and Morgan Stanley holds a 51 per cent. voting interest in
MSMS. The Issuer and Morgan Stanley's economic and voting interests in the joint venture companies are
held through intermediary holding companies.

MUFG Securities EMEA plc, a subsidiary of the Issuer, will participate in the offering as a manager.
4.
REASONS FOR THE OFFER

Reasons for the offer:
As set out in the Base Prospectus for Notes other than GSS
Notes.
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5.
OPERATIONAL INFORMATION

(i)
Securities identification codes:

-
ISIN Code:
XS2489981485

-
Common Code:
248998148

(ii)
Any clearing system(s) other than Not Applicable
Euroclear Bank S.A./N.V. and
Clearstream Banking S.A., and the
relevant identification number(s):

(iii)
Delivery:
Delivery against payment

(iv)
Names and addresses of additional Not Applicable
Paying Agent(s) or depository
agents (including Registrar) (if
any):

(v)
Intended to be held in a manner Yes. Note that the designation "yes" simply means that the
which would allow Eurosystem Notes are intended upon issue to be deposited with one of the
eligibility:
ICSDs as common safekeeper (and registered in the name of
a nominee of one of the ICSDs 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 or all times during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
6.
DISTRIBUTION

(i)
Method of distribution:
Syndicated

(ii)
If syndicated:

-
Names of Managers:
Joint Lead Managers (books):
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc

Joint Lead Managers (no books):
Barclays Bank PLC
BNP Paribas
Crédit Agricole Corporate and Investment Bank
HSBC Bank plc

Other Managers:
Natixis
Société Générale
Nomura International plc
UBS AG London Branch

-
Stabilising Manager(s) (if any): MUFG Securities EMEA plc

(iii)
If non-syndicated, name of Dealer:
Not Applicable

(iv)
U.S.
Selling
Restrictions Reg. S Compliance Category 2; TEFRA not applicable
(Categories of potential investors to
which the Notes are offered):
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(v)
Additional selling restrictions:
Not Applicable

(vi)
Prohibition of Sales to EEA Retail Applicable
Investors:

(vii) Prohibition of Sales to UK Retail Applicable
Investors:
7.
TAX REDEMPTION

(i)
Agreement Date:
9 June 2022

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