SUPPLEMENTARY LISTING PARTICULARS DATED 5 NOVEMBER 2009 This document constitutes supplementary Listing Particulars for the purposes of Section 81 of the Financial Services and Markets Act 2000 and has been prepared in relation to the issue of JPY3,100,000,000 Floating Rate Subordinated Notes due November 2012 and in the light of the terms more particularly set out in the Schedule to the Final Terms below. The Issuer accepts responsibility for the information contained in these supplementary Listing Particulars and having taken all reasonable care to ensure that such is the case, the information contained in these supplementary Listing Particulars is, to the best of the Issuer's knowledge, in accordance with the facts and contains no omission likely to affect its import. 5 November, 2009 MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC Issue of JPY3,100,000,000 Floating Rate Subordinated Notes due November 2012 under the U.S.$8,000,000,000 Euro Medium Term Note Programme Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 15 October, 2009 which constitutes Listing Particulars for the purpose of the listing rules of the UK Listing Authority. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at, and copies may be obtained, free of charge, from the registered office of the Issuer. PART A CONTRACTUAL TERMS 1. Issuer: Mitsubishi UFJ Securities International plc. 2. Series Number: 7697. 3. Specified Currency or Currencies: Japanese Yen ("JPY"). 4. Aggregate Nominal Amount: JPY3,100,000,000. 5. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount. 6. Specified Denominations: JPY100,000,000. 7. (i) Issue Date: 5 November, 2009. (ii) Interest Commencement Date: 6 November, 2009. 8. Maturity Date: 6 November, 2012. 9. Interest Basis: Floating Rate (further particulars specified below). 1
10. Redemption/Payment Basis: Redemption at par. 11. Change of Interest Basis or Redemption/ Payment Basis: 12. Put/Call Options: 13. Status of the Notes: Subordinated. 14. Method of distribution: Non-syndicated. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions 16. Floating Rate Note Provisions Applicable. (i) Specified Period(s)/Specified Interest Payment Dates: The Specified Interest Payment Dates shall be 6 May and 6 November in each year from and including 6 May, 2010 up to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention. (ii) Business Day Convention: The Modified Following Business Day Convention shall be applied on an adjusted basis. (iii) Additional Business Centre(s): London and Tokyo. (iv) Manner in which the Rate of Interest and Interest Amount is to be determined: Screen Rate Determination. (v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent): Mitsubishi UFJ Securities International plc. All calculations and determinations of the Calculation Agent in respect of the Notes shall (save in the case of manifest error) be final and binding upon all parties. The Calculation Agent shall have no responsibility for good faith errors or omissions in any calculation in respect of the Notes as provided herein. (vi) Screen Rate Determination: - Reference Rate: - Interest Determination Date(s): - Relevant Screen Page: 6 month JPY-LIBOR-BBA. Second London Business Day prior to the start of the relevant Specified Period. Reuters (or a replacement service) page LIBOR01 as of 11:00 a.m. London time. (vii) ISDA Determination: 2
(viii) Margin(s): 0.60 per cent. (ix) Minimum Rate of Interest: (x) Maximum Rate of Interest: (xi) Applicable ISDA Definitions (for the purpose of Condition 4): 2006 ISDA Definitions apply. (xii) Day Count Fraction: Actual/360. (xiii) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: (a) (b) The Rate of Interest applicable to each relevant Specified Period shall be calculated by aggregating the Reference Rate and the Margin. If Reuters (or a replacement service) page LIBOR01 is not available, then Mitsubishi UFJ Securities International plc, shall determine the rate of interest in its absolute discretion. (c) For the avoidance of doubt, less than one whole JPY shall be rounded down to the nearest whole lower JPY. 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Equity Linked Interest Note Provisions 20. Dual Currency Interest Note Provisions PROVISIONS RELATING TO REDEMPTION 21. Issuer Call: 22. Investor Put: 23. Final Redemption Amount of each Note: 24. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(e)): Par. As set out in Condition 6(e). 3
GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only in the limited circumstances described in the Offering Circular. 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: London and Tokyo. No. 29. Details relating to Instalment Notes: (i) Instalment Amount(s): (ii) Instalment Date(s): 30. Redenomination applicable: Redenomination not applicable. 31. Other final terms: As set out in the Schedule. DISTRIBUTION 32. (i) If syndicated, names of Managers: (ii) Stabilising Manager (if any): 33. If non-syndicated, name and address of relevant Dealer: 34. Whether TEFRA D or TEFRA C rules applicable or TEFRA not applicable: Mitsubishi UFJ Securities International plc. 6 Broadgate London EC2M 2AA. TEFRA D. 35. Additional selling restrictions: 4
LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required for issue and admission to the Official List of the UK Listing Authority and admission to trading on the Professional Securities Market of the London Stock Exchange plc of Notes described herein pursuant to the U.S.$8,000,000,000 Euro Medium Term Note Programme of Mitsubishi UFJ Securities International plc. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:. Duly authorised 5
PART B OTHER INFORMATION 1. LISTING (i) Listing: London. (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Professional Securities Market of the London Stock Exchange plc with effect from 5 November, 2009. (iii) Estimate of total expenses related to admission to trading: GBP895. 2. RATINGS Ratings: Not Applicable 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees (if any) payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 4. YIELD 5. REASONS FOR THE OFFER See Use of Proceeds in the Offering Circular. 6. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING 7. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT 8. OPERATIONAL INFORMATION (i) ISIN Code: XS0462844886. (ii) Common Code: 046284488. (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s): (iv) Delivery: Delivery free of payment. 6
(v) Names and addresses of additional Paying Agent(s) (if any): 7
SCHEDULE For the purposes of these Final Terms, all payments of interest and principal in respect of the Notes must be made on the due dates as set out in Part A subject to the following provisions: (i) (ii) The Issuer will not make any payment on its scheduled due date if, (a) after making such payment, the Issuer would be in breach of its capital resources requirement (as defined in the General Prudential Sourcebook as published by the Financial Services Authority (the FSA) in October 2009 (GENPRU)) (its Capital Resources Requirement); or (b) the FSA has required or requested the Issuer to defer the scheduled due date (an FSA Direction). In such circumstances the Issuer shall by notice in writing (a Deferral Notice) to the Noteholders (in accordance with Condition 13), defer the scheduled due date for such payment and, on the giving of a Deferral Notice, the due date for such payments shall be so deferred. The Issuer shall, to the extent possible, issue each Deferral Notice as soon as reasonably practicable and in any event at least five Business Days (as defined in Condition 4(f)) prior to the relevant scheduled due date. Without prejudice to Condition 9(b)(i), any amounts due in respect of the Notes which are not paid on their scheduled due date shall, so long as the same remains unpaid, constitute Payment Arrears. All Payment Arrears shall become due in full (together with any Additional Interest (as defined below) accrued in respect thereof) on whichever is the earlier of: (A) (B) in the case of (i)(a) above, the date upon which the Issuer can first make payment of the Payment Arrears in full, together with all accrued Additional Interest, without (after such payment) being in breach of its Capital Resources Requirement, or in the case of (i)(b) above, the date upon which the FSA will no longer object to the payment of the Payment Arrears in full, together with all accrued Additional Interest, or any part thereof; and the date upon which a winding up or dissolution of the Issuer is commenced. The Issuer shall, to the extent possible, give notice of its intention to pay Payment Arrears and Additional Interest to all relevant Noteholders (in accordance with Condition 13) as soon as reasonably practicable and in any event at least 5 Business Days prior to the date for payment thereof. If notice is given by the Issuer of its intention to pay all Payment Arrears together with all Additional Interest accrued in respect thereof, the Issuer shall be obliged to make such payment on the date specified in such notice, unless after such payment the Issuer would be in breach of its Capital Resources Requirement. (iii) Additional Interest Payment Arrears shall bear interest (Additional Interest) at the Floating Rate of Interest which shall accrue on a daily basis for each successive period of 12 calendar months (each an Additional Interest Period) from and including the scheduled date on which such Payment Arrears should have been paid and ending on the day immediately preceding whichever is the earliest of the last day of the Additional Interest Period and the actual date of payment of all outstanding Payment Arrears. All Additional Interest which is not paid at the end of each Additional Interest Period shall become Payment Arrears and itself bear Additional Interest accordingly. 8
(iv) No Default Neither any deferral under paragraph (i) above nor any non-payment of Payment Arrears or Additional Interest under paragraph (ii) above, where the relevant payments would be in breach of the Issuer's Capital Resources Requirement or contrary to an FSA Direction, shall constitute a default by the Issuer for any purpose. 9