SUPPLEMENTAL OFFERING CIRCULAR DATED 29 SEPTEMBER 2025
MITSUBISHI HC CAPITAL INC.
(incorporated with limited liability in Japan)
as Issuer and Guarantor
and
MITSUBISHI HC CAPITAL UK PLC
(incorporated with limited liability in England and Wales)
as Issuer
and
MITSUBISHI HC FINANCE AMERICA LLC
(incorporated with limited liability in the State of Delaware) as Issuer
U.S.\$12,500,000,000 Euro Note Programme
This supplement (the "Supplement") to the offering circular dated 29 August 2025 (the "Offering Circular") constitutes a supplement to the Offering Circular for the purposes of Article 23(1) of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom (the "UK Prospectus Regulation") and is prepared in connection with the U.S.\$12,500,000,000 Euro Note Programme (the "Programme") of Mitsubishi HC Capital Inc. ("MHC" and the "Guarantor"), Mitsubishi HC Capital UK PLC ("MHCUK") and Mitsubishi HC Finance America LLC ("MHFA") (each of MHC, MHCUK and MHFA, in its capacity as issuer, an "Issuer" and together the "Issuers").
This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the Offering Circular. A copy of this Supplement will be made available for inspection at the registered office of the Issuers and from the specified office of the Principal Paying Agent in London. This Supplement will be published on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
Terms defined in the Offering Circular have the same meaning when used in this Supplement.
This Supplement has been approved by the Financial Conduct Authority (the "FCA"), which is the competent authority for the purposes of the UK Prospectus Regulation. The Offering Circular constitutes a base prospectus prepared in compliance with the UK Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme. The FCA only approves this Supplement as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation, and such approval should not be considered to be an endorsement of the Issuers, the Guarantor or the quality of the Notes that are the subject of the Offering Circular. Investors should make their own assessment as to the suitability of investing in the Notes.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers and the Guarantor, the information contained in this Supplement is in accordance with the facts and the Supplement makes no omission likely to affect its import.
The purpose of this Supplement is to incorporate by reference into the Offering Circular:
(a) the document named "Financial Results for Quarter Ending 30 Jun 2025" (the "MHCUK Interim Financial Information"), reflecting MHCUK's unaudited consolidated interim financial information for the three months ended 30 June 2025, which was published on MHCUK's website at https://www.mitsubishihccapital.co.uk/media/n2odtdny/financial-results-for-quarter-ending-30-june-2025.pdf.
Documents Incorporated by Reference
By virtue of this Supplement, the MHCUK Interim Financial Information shall be deemed to be incorporated in, and form part of, the Offering Circular and supplement the section entitled "Documents Incorporated by Reference" on pages 25 to 26 of the Offering Circular.
General
Where only certain parts of a document are incorporated by reference, the non-incorporated parts of the document are either not relevant for investors or are covered elsewhere in the Offering Circular.
To the extent that there is any inconsistency between (i) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (ii) any other statement in or incorporated by reference into the Offering Circular, the statements in (i) above will prevail.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Offering Circular since the publication of the Offering Circular.
MHFA will not issue listed Notes admitted to the Official List or to trading on the main market of the London Stock Exchange.