The debt securities are intended to qualify as our external TLAC debt and may become subject to loss absorption if we become subject to orderly resolution measures under the Deposit Insurance Act and Japanese insolvency laws. As a result, the value of the debt securities could be materially adversely affected, and you may lose all or a portion of your investments in the debt securities.

All of the debt securities are intended to qualify as our external total loss-absorbing capacity, or external TLAC, debt under the Japanese TLAC Standard (as defined below). Of these debt securities, the dated subordinated debt securities are intended to qualify also as our Tier 2 Capital while the perpetual subordinated debt securities are intended to qualify also as our Additional Tier 1 Capital, in each case under the Applicable Capital Adequacy Regulations (with respect to the dated subordinated debt securities, as defined in “Description of Dated Subordinated Debt Securities—Repurchases, Redemption and Repayment—Optional Regulatory Redemption” and, with respect to the perpetual subordinated debt securities, as defined in “Description of Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—Optional Cancellation of Interest Payments”). As such, the dated subordinated debt securities and the perpetual subordinated debt securities will be fully and permanently written down to zero under their contractual terms, if we become subject to orderly resolution measures under the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended; the “Deposit Insurance Act”). See “Risks Relating to the Dated Subordinated Debt Securities—The dated subordinated debt securities will be subject to a Write-Down upon the occurrence of a Non-Viability Event, in which case you will lose the entire value of your investment” and “Risks Relating to the Perpetual Subordinated Debt Securities—The perpetual subordinated debt securities will be subject to a Write-Down and Cancellation upon the occurrence of a Non-Viability Event or a Bankruptcy Event, in either of which cases you will lose the entire value of your investment,” respectively. On the other hand, the senior debt securities, which do not contain non-viability and bankruptcy-related write-down provisions, may be subject to loss absorption in courtadministered insolvency proceeding if we become subject to orderly resolution measures under the Deposit Insurance Act and Japanese insolvency laws as described below.

Under the Japanese TLAC Standard, unsecured senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any contractual write-down, write-off or conversion provisions in order to qualify as external TLAC debt. In addition, unsecured senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any subordination provisions in order to qualify as external TLAC debt, so long as the Domestic Resolution Entity’s creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the FSA on the grounds that the amount of excluded liabilities as defined in the Japanese TLAC Standard of such Domestic Resolution Entity ranking pari passu or junior to its unsecured senior liabilities does not exceed 5% of its external TLAC in principle, while the Internal TLAC incurred by material subsidiaries of a TLAC Covered SIB is required to include the Contractual Loss Absorption Provisions and to be subordinated to such entity’s excluded liabilities. The senior debt securities are intended to qualify as external TLAC debt under the Japanese TLAC Standard due in part to their structural subordination.