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The Metropolis of Tokyo U.S.$1,500,000,000 0.750 Per Cent

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The Metropolis of Tokyo U.S.$1,500,000,000 0.750 Per Cent Prospectus The Metropolis of Tokyo U.S.$1,500,000,000 0.750 per cent. Bonds due 2025 Issue Price 99.824 per cent. The above Bonds (the "Bonds") will mature on 16th July, 2025 and may be redeemed earlier at the option of The Metropolis of Tokyo (the "Metropolis" or "Tokyo") only in the event that certain Japanese taxes are imposed on payments in respect of the Bonds, as set out in Condition 5 of the terms and conditions of the Bonds (the "Conditions", and each condition set out in the Conditions being a "Condition"). Interest on the Bonds will accrue at the rate of 0.750 per cent. per annum from and including 16th July, 2020 and be payable semi-annually in arrear on 16th January and 16th July in each year commencing on 16th January, 2021. This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA") as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA has only approved this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Metropolis nor as an endorsement of the quality of any Bonds that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in such Bonds. Application has been made to the Financial Conduct Authority (the "FCA") under the Financial Services and Markets Act 2000 (the "FSMA") for the Bonds to be admitted to the official list of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Bonds to be admitted to trading on the London Stock Exchange's Main Market (the "Main Market"). References in this Prospectus to securities being "listed" (and all related references) shall mean that such securities have been admitted to trading on the Main Market and have been admitted to the Official List. The Main Market is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"). Application is also being made to Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") for the Bonds to be listed on the TOKYO PRO- BOND Market of the Tokyo Stock Exchange (the "TOKYO PRO-BOND Market"). It is expected that the Bonds will be assigned a credit rating of A+ by S&P Global Ratings Japan Inc. ("S&P"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The Metropolis has been assigned (i) A+ foreign currency long-term issuer rating and (ii) A+ local currency long-term issuer rating by S&P. The security rating applicable to the Bonds will not necessarily always reflect that applicable to the Metropolis. The credit rating referred to above will be and the issuer ratings referred to above have been issued by S&P, which is not established in the European Union or in the United Kingdom and is not registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation") but such credit rating will be and such issuer ratings have been endorsed by S&P Global Ratings Europe Limited ("S&P Europe"), which is an entity established in the European Union and registered under the CRA Regulation. The Bonds will be in registered form in the denomination of U.S.$200,000 and integral multiples of U.S.$2,000 in excess thereof. Bonds sold outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") ("Unrestricted Bonds") will be evidenced by a global certificate (the "Unrestricted Global Certificate") in registered form, which will be deposited with, and registered in the name of, or a nominee for, a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") on or about 16th July, 2020 (the "Closing Date"). Bonds sold in the United States to qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities Act ("Rule 144A")) ("Restricted Bonds") will be evidenced by a global certificate (the "Restricted Global Certificate", and together with the Unrestricted Global Certificate, the "Global Certificates" and each a "Global Certificate") in registered form, which will be deposited with the custodian (the "DTC Custodian") for The Depository Trust Company ("DTC"), and registered in the name of Cede & Co. as nominee for DTC, on or about the Closing Date. Definitive certificates evidencing holdings of Unrestricted Bonds (the "Unrestricted Definitive Certificates") and definitive certificates evidencing holdings of Restricted Bonds (the "Restricted Definitive Certificates", and together with the Unrestricted Definitive Certificates, the "Definitive Certificates" and each a "Definitive Certificate") will only be available in certain limited circumstances. See "Summary of Provisions relating to the Bonds while in Global Form". The Bonds have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. The Bonds are being offered or sold within the United States only to QIBs in reliance on an exemption from registration provided by Rule 144A, and outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of Bonds, see "Subscription and Sale" and "Transfer Restrictions". Prospective investors should have regard to the factors described under the section headed "Risk Factors" starting on page 11. This Prospectus does not describe all of the risks of an investment in the Bonds. Barclays BofA Securities Goldman Sachs International The date of this Prospectus is 10th July, 2020. 546150-4-120-v1.0 15-40741650 This Prospectus comprises a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and for the purpose of giving the necessary information with regard to the Metropolis and the Bonds which is material to an investor for making an informed assessment of: (i) the assets and liabilities, profit and losses, financial position and prospects of the Metropolis, (ii) the rights attaching to the Bonds, and (iii) the reasons for the issuance and its impact on the Metropolis. Accordingly, the Metropolis accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Metropolis, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. To the fullest extent permitted by law, none of the Joint Lead Managers (as defined under "Subscription and Sale") accepts any responsibility for: (i) the contents of this Prospectus or for any other statement, made or purported to be made by the Joint Lead Managers or on their behalf in connection with the Metropolis or the issue and offering of the Bonds, or (ii) the acts or omissions of the Metropolis or any other person (other than the relevant Joint Lead Manager) in connection with the issue and offering of the Bonds. The Joint Lead Managers accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus or any such statement. Other than the application for the admission of the Bonds to the Official List together with admission of the Bonds to trading on the Main Market, and the application to list the Bonds on the TOKYO PRO-BOND Market, no action is being taken to permit a public offering of the Bonds or the distribution of this Prospectus (in proof or final form) in any jurisdiction where action would be required for such purposes. This Prospectus may not be used for the purposes of an offer of the Bonds to, or a solicitation for the purchase of Bonds by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or lawful. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Metropolis and the Joint Lead Managers to inform themselves about, and to observe, any such restrictions. For a description of certain restrictions on offers and sales of the Bonds and the distribution of this Prospectus, see "Subscription and Sale" and "Transfer Restrictions". The Bonds have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Bonds or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. A prospective investor should be aware that it may be required to bear the financial risks of this investment for an indefinite period of time. The Bonds are exempt from the requirement for registration under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Act") and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the "Act on Special Measures Concerning Taxation").
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