* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
** We expect that delivery of the Notes will be made to investors on or about March 7, 2024, which is the fourth
Tokyo business day following the date of this term sheet (such settlement being referred to as “T+4”). Under the EU Central Securities Depositories Regulation, trades in the secondary market are required to settle in two London business
days, unless the parties to any such trade expressly agree otherwise. Also, under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two
New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes earlier than the second London business day, or the second New York business day, before March 7, 2024 will
be required, by virtue of the fact that the Notes initially will settle T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.
***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 Directive 2014/65/EU, as
amended ( “MiFID II”); and (ii) all channels for distribution of these securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending these securities (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 eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “EUWA”) (“UK MiFIR”); and (ii) all channels for distribution of these securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending these securities (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distribution 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.
The offering of each series of Notes is not conditioned on the completion of the offering of any other series of Notes. The
Issuer may sell 2029 Notes, 2031 Notes, 2034 Notes, 2039 Notes, 2044 Notes, 2054 Notes or 2059 Notes, or any combination thereof.
The Issuer has
filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with
the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling Mizuho Securities USA LLC toll-free at +1 (866) 271-7403, Morgan Stanley & Co. International plc toll-free at +1 (866) 718-1649, SMBC Nikko Securities America, Inc. at +1 (888) 868-6856 or Merrill Lynch International at +1 (800) 294-1322.
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