Form 20-F MIZUHO FINANCIAL GROUP For: Mar 31

Operation and management of bank holding companies, banks, specialized securities companies and other companies which may be owned by the Company as its subsidiaries under the Banking Act , and any other business incidental thereto ;and

Any other business that a bank holding company may engage in under the Banking Act.

Board of Directors;

Nominating Committee, Audit Committee, and Compensation Committee; and

Accounting Auditors.

Common stock:

First Series of Class XIV preferred stock:

Second Series of Class XIV preferred stock:

Third Series of Class XIV preferred stock:

Fourth Series of Class XIV preferred stock:

First Series of Class XV preferred stock:

Second Series of Class XV preferred stock:

Third Series of Class XV preferred stock:

Fourth Series of Class XV preferred stock:

First Series of Class XVI preferred stock:

Second Series of Class XVI preferred stock:

Third Series of Class XVI preferred stock:

Fourth Series of Class XVI preferred stock:

The rights provided for in each item of Article 189, Paragraph 2 of the Companies Act of Japan (the “Act”);

The right to make a request pursuant to Article 166, Paragraph 1 of the Act;

The right to receive an allotment of offered shares and offered stock acquisition rights in proportion to the number of shares held by such shareholder; and

The right to make a request provided for in the following Article.

The Company shall deem shareholders having voting rights appearing in writing or electronically in the register of shareholders as of the end of March 31 of each year as the shareholders who are entitled to exercise their rights at the ordinary general meeting of shareholders for the relevant business year.

The provisions of the preceding paragraph shall apply mutatis mutandis to the record date for voting rights at the general meetings of holders of classes of stock, where there is a matter to be resolved at an ordinary general meeting of shareholders that requires, in addition to such resolution, a resolution by the relevant general meeting of holders of class of stock.

In addition to the preceding two paragraphs, the Company may set an extraordinary record date, when necessary, by a determination by Executive Officer(s) under the authority delegated by the Board of Directors and upon giving a prior public notice thereof.

The Company shall appoint a shareholder register manager.

The shareholder register manager and its handling office shall be determined by a determination by Executive Officer(s) under the authority delegated by the Board of Directors, and a public notice shall be given with respect thereto.

The preparation and keeping of, and other operations relating to, the register of shareholders and the register of stock acquisition rights of the Company shall be entrusted to the shareholder register manager and shall not be handled by the Company.

In respect of dividends from its surplus provided for in Article 48 (except for interim dividends provided for in the same Article), the Company shall distribute dividends from its surplus by cash on preferred stock (hereinafter referred to as the “Preferred Stock Dividends”) in such amount as provided for below to shareholders of preferred stock (hereinafter referred to as the “Shareholders of Preferred Stock”) or registered stock pledgees in respect of preferred stock (hereinafter referred to as the “Registered Preferred Stock Pledgees”) in priority to holders of common stock (hereinafter referred to as the “Shareholders of Common Stock”), registered stock pledgees in respect of common stock (hereinafter referred to as the “Registered Common Stock Pledgees”); provided, however, that in the case where all or a part of the Preferred Stock Interim Dividends provided for in Article 14 have been paid in the relevant business year, the amount so paid shall be reduced accordingly:

First to Fourth Series of Class XIV preferred stock:

First to Fourth Series of Class XV preferred stock:

First to Fourth Series of Class XVI preferred stock:

In a given business year, if all or a part of the Preferred Stock Dividends have not been paid to the Shareholders of Preferred Stock or Registered Preferred Stock Pledgees, the unpaid amount shall not be accumulated for the subsequent business years.

The Company shall not distribute dividends from its surplus to any Shareholder of Preferred Stock or Registered Preferred Stock Pledgee, any amount in excess of the amount of the relevant Preferred Stock Dividends.

In respect of distribution of residual assets, the Company shall pay to the Shareholders of Preferred Stock or Registered Preferred Stock Pledgees in priority to the Shareholders of Common Stock or Registered Common Stock Pledgees in such amount as provided for below:

First Series of Class XIV through the Fourth Series of Class XVI preferred stock:

No distribution of residual assets other than those provided for in the preceding paragraph shall be made to any Shareholder of Preferred Stock or Registered Preferred Stock Pledgee.

The Company shall not consolidate or split any preferred stock, and shall not make any free allotment of any stock for the Shareholders of Preferred Stock.

The Company shall not grant the Shareholders of Preferred Stock any rights to receive allotment of offered stock, offered stock acquisition rights, bonds with stock acquisition rights, or offered stock acquisition rights and bonds, either of which are capable of being transferred separately from the others and shall not make any free allotment of any stock acquisition rights for the Shareholder of Preferred Stock.

In respect of the First Series of Class XV through the Fourth Series of Class XVI preferred stock, the Company may acquire each such class of preferred stock, in whole or in part, on the date separately determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors, after such time and at such acquisition price as respectively determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock.

In the case of a partial acquisition pursuant to the preceding paragraph, such redemption shall be made by way of lot or pro rata allocation.

Any holder of the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV preferred stock may request to the Company to acquire the relevant preferred stock held by such Shareholder of Preferred Stock during the period in which such Shareholder of Preferred Stock is entitled to request such acquisition as determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock (hereinafter, together with the period provided for in the preceding paragraph, referred to as the “Period for Acquisition Request”). The Company shall deliver its own common stock to such Shareholder of Preferred Stock, in exchange for the Company’s acquisition of the relevant preferred stock. The terms of acquisition, including the number of the common stock to be delivered per one (1) share of the relevant preferred stock upon such request for acquisition, shall be determined by the relevant resolution of the Board of Directors or the relevant determination by Executive Officer(s) under the authority delegated by the Board of Directors.

The Company may acquire any of the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV preferred stock, in respect of which a request for acquisition has not been made during the Period for Acquisition Request, on the day immediately following the last day of such period (hereinafter referred to as the “Mandatory Acquisition Date”) and instead, the Company shall deliver its own common stock to holders of the relevant preferred stock. In this case, the number of shares of the common stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock shall be obtained by dividing the amount equivalent to the subscription money per one (1) share of the relevant preferred stock by the current market price of a share of the common stock of the Company ; provided, however, that such current market price of a share of the common stock shall be the daily average price of closing prices (including the closing bid or offered price) of the common stock of the Company (in regular trading) as reported by the Tokyo Stock Exchange for the 30 consecutive trading days (excluding any trading day or days on which no closing prices or closing bids or offered prices are reported) commencing on the 45^th trading day prior to the Mandatory Acquisition Date, and such calculation shall be made to units of 0.01 yen, and by rounding up to the nearest 0.1 yen when equal to or more than 0.05 yen and disregarding amounts less than 0.05 yen.

In respect of the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV preferred stock, the number of common stock referred to in the preceding paragraph shall not exceed the number of shares obtained by dividing the amount equivalent to the subscription money per one (1) share of each such class of preferred stock by the minimum acquisition price determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock.

In respect of the First and Second Series of Class XIV, the First and Second Series of Class XV and the First and Second Series of Class XVI preferred stock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event where a write-off of

the relevant preferred stock or a conversion of the relevant preferred stock into common stock, or financial support or other similar measures taken by a public sector, without which the Company would become non-viable, is determined to be necessary, the Company shall mandatorily acquire the relevant preferred stock, in whole, free of consideration, on a date which falls after the occurrence of such event as determined by the resolution of the Board of Directors or the determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which date shall be separately determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be determined by the resolution of the Board of Directors or the determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy requirements applicable to the Company and other factors.

In respect of the Third and Fourth Series of Class XIV, the Third and Fourth Series of Class XV and the Third and Fourth Series of Class XVI preferred stock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event where a write-off of the relevant preferred stock or a conversion of the relevant preferred stock into common stock, or financial support or other similar measures taken by a public sector, without which the Company would become non-viable, is determined to be necessary, the Company shall mandatorily acquire the relevant preferred stock, in whole, on a date which falls after the occurrence of such event as determined by the resolution of the Board of Directors or the determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which date shall be separately determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be determined by the resolution of the Board of Directors or the determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy requirements applicable to the Company and other factors, and instead, the Company shall deliver its own common stock to holders of the relevant preferred stock. In this case, the terms of acquisition, including the number of shares of the common stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock, shall be determined by the relevant resolution of the Board of Directors or the relevant determination by Executive Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the market price of common stock, the subscription price of the relevant preferred stock and other factors.

In the calculation of the number of common stock provided for in Paragraphs 1, 2 and 4, any number less than one (1) share shall be treated pursuant to the provisions provided for in Article 234 of the Act.

The Director concurrently serving as President & CEO shall convene and chair the general meeting of shareholders.

When there is no Director concurrently serving as President & CEO, or the Director concurrently serving as President & CEO is unable to so act, one of the other Director(s) shall convene the general meeting of shareholders and one of the other Director(s) or Executive Officer(s) shall act as the chairman in the order previously determined by the Board of Directors.

The Company shall, at the time of convocation of a general meeting of shareholders, take the electronic provision measures for the information contained in the reference materials, etc. for a general meeting of shareholders.

Of the matters concerning which electronic provision measures will be taken, the Company may omit all or part of those matters that are provided for in the ordinances of the Ministry of Justice in the documents that will be delivered to shareholders who have requested the delivery of documents in paper form by the record date for voting rights.

Unless otherwise provided for by laws or regulations or these Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by an affirmative vote of a majority of the voting rights held by the shareholders present at the meeting who are entitled to exercise their voting rights.

Resolutions of a meeting of shareholders governed by Article 309, Paragraph 2 of the Act shall be adopted by an affirmative vote of not less than two-thirds (2/3) of the voting rights held by the shareholders present at the relevant meeting who shall hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights.

Shareholders may exercise their voting rights at the relevant general meeting of shareholders by a proxy who shall also be a shareholder of the Company holding voting rights at such meeting.

The shareholder or his/her proxy shall submit to the Company a document evidencing the authority of such proxy to act as such at each general meeting of shareholders.

Unless otherwise provided for by laws or regulations or these Articles of Incorporation, resolutions of a general meeting of holders of classes of stock shall be adopted by an affirmative vote of a majority of the voting rights held by the holders present at the meeting who are entitled to exercise their voting rights.

Resolutions provided for in Article 324, Paragraph 2 of the Act shall be adopted by an affirmative vote of not less than two-thirds (2/3) of the voting rights held by the holders present at the relevant meeting who shall hold in aggregate not less than one-third (1/3) of the voting rights of the holders entitled to exercise their voting rights.

The provisions of Articles 23, 24 and 26 and the preceding Article shall apply mutatis mutandis to the general meetings of holders of classes of stock.

The Director(s) shall be appointed at a general meeting of shareholders.

A resolution for the appointment of Director(s) shall be adopted by an affirmative vote of a majority of the voting rights held by the shareholders present at the relevant meeting who shall hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights.

Cumulative voting shall not be used for the appointment of Director(s).

Unless otherwise provided for by laws or regulations, a Director previously appointed by the Board of Directors shall convene and chair the meeting of the Board of Directors.

In the case where the Director appointed pursuant to the preceding paragraph is unable to so act, one of the other Director(s) in the order previously determined by the Board of Directors shall take such person’s place.

Notice to convene a meeting of the Board of Directors shall be given to each Director not less than three (3) days prior to the date set for such meeting; provided, however, that in case of emergency, such period may be shortened.

A meeting of the Board of Directors may be held without taking the procedures of convocation with the consent of all the Directors.

Resolutions of a meeting of the Board of Directors shall be adopted by an affirmative vote of a majority of the Directors present at the relevant meeting who shall constitute a majority in number of all the Directors entitled to take part in the vote.

Notwithstanding the provisions of the preceding paragraph, in cases where Director(s) submit a proposal with respect to a matter which is the purpose of the resolution of the Board of Directors, if all Directors who are entitled to vote agree in writing or by means of electromagnetic file to such proposal, it shall be deemed that the resolution to approve such proposal at a meeting of the Board of Directors has been made.

Committee members who shall constitute the Nominating Committee, the Audit Committee, and the Compensation Committee shall be designated by the Board of Directors.

The chairman of each committee shall be designated by the Board of Directors.

The Representative Executive Officer(s) shall be designated by the Board of Directors.

The Board of Directors shall, by its resolutions, appoint the President & CEO.

The deletion of Article 24 of the current Articles of Incorporation (Disclosure of Reference Materials, Etc. for General Meetings of Shareholders via Internet) and the new establishment of the proposed amended Article 24 (Electronic Provision Measures, Etc.) shall become effective as of September 1, 2022, the effective date of the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Effective Date”).

Notwithstanding the provisions of the preceding paragraph, Article 24 of the current Articles of Incorporation (Disclosure of Reference Materials, Etc. for General Meetings of Shareholders via Internet) shall remain in effect with respect to a general meeting of shareholders to be held within the period of six (6) months from the Effective Date.

These Supplementary Provisions shall be deleted on the date when six (6) months have elapsed from the Effective Date, or three (3) months have elapsed from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is the later.

Determine the matters provided for in Article 10 of these Regulations

Supervise the execution of duties by directors, executive officers as defined in the Companies Act, and executive officers as defined in our internal regulations

Meetings of the Board of Directors shall be held ordinarily and extraordinarily.

Ordinary meetings of the Board of Directors shall be held at least once every three (3) months.

Extraordinary meetings of the Board of Directors shall be held whenever necessary.

Meetings of the Board of Directors shall be held at the head office of the Company; provided, however, that when necessary, a meeting of the Board of Directors may be held at another location or at multiple locations by a method such as teleconference.

Unless otherwise provided for in laws and regulations, each meeting of the Board of Directors will be convened and chaired by a director who does not concurrently serve as an executive officer as defined

in the Companies Act, executive director, executive officer as defined in our internal regulations or employee of the Company or a subsidiary of the Company (“Non-Executive Director”) as previously appointed by the Board of Directors.

In the case where the director appointed pursuant to the preceding paragraph is unable to so act, one of the other Non-Executive Director(s) in the order previously determined by the Board of Directors shall take such person’s place.

The Board of Directors may, by its resolution, appoint a Non-Executive Director as a Deputy Chairman to assist the Chairman.

Any Director who is not a director provided for under the provisions of paragraph 1 or paragraph 2 or any executive officer as defined in the Companies Act may demand the convocation of a meeting of the Board of Directors in accordance with the provisions of laws and regulations.

Any person appointed by the Nominating Committee, the Compensation Committee, or the Audit Committee from among their members may convene a meeting of the Board of Directors in accordance with the provisions of laws and regulations.

Resolutions of meetings of the Board of Directors shall be adopted by an affirmative vote of a majority of the directors present at the relevant meeting who shall constitute a majority in number of all the directors entitled to take part in the vote.

Notwithstanding the provisions of the preceding paragraph, in the case where director(s) submit a proposal with respect to a matter which is the purpose of the resolution of the Board of Directors, if all directors who are entitled to vote agree in writing or by means of electromagnetic file to such proposal, it shall be deemed that the resolution to approve such proposal at a meeting of the Board of Directors has been made.

The following matters shall be resolved at a meeting of the Board of Directors.

Important matters concerning the management policy of the Company and its subsidiaries and other entities administered by the Company (collectively, the “Mizuho Group”)

Basic matters concerning the management of the Mizuho Group

Basic matters concerning annual business plans and mid- and long-term business plans of the Mizuho Group;

Basic matters concerning the capital policy of the Mizuho Group (together with the preceding two items, these form the “basic management policy” under Article 416, Paragraph 1, Item 1 (a) of the Companies Act);

“System to ensure the properness of operations” of the Mizuho Group (the “Internal Control System”);

Matters concerning changes of particularly important companies of the Mizuho Group; and

Basic matters concerning risk governance, risk management, compliance, and internal auditing of the Mizuho Group.

Matters concerning Mizuho Group’s Sustainability.

Important matters concerning the Company

Determination of convocation of general meetings of shareholders and agenda thereof;

Determination of person authorized to convene general meetings of shareholders and the chairman thereof (including the order in which substitutes are to be determined);

Appointment and removal of directors with special titles;

Appointment and dismissal of executive officers as defined in the Companies Act;

Appointment and removal of representative executive officers as defined in the Companies Act, and executive officers as defined in the Companies Act with special titles;

Matters concerning the interrelationship between executive officers as defined in the Companies Act, including the commission to executive officers as defined in the Companies Act, and hierarchy of commands of executive officers as defined in the Companies Act;

Appointment of, removal of, and commission to executive officers as defined in our internal regulations with special titles;

Approval of competitive transactions and conflicting interest transactions by directors and executive officers as defined in the Companies Act;

Determination of person authorized to convene meetings of the Board of Directors and the Chairman thereof (including the order in which substitutes are to be determined);

Determination of director to receive demands for convocation of meetings of the Board of Directors from executive officers as defined in the Companies Act;

Appointment and removal of members who constitute the Nominating Committee, the Compensation Committee, and the Audit Committee;

Appointment and removal of the Chairman of each of the Nominating Committee, the Compensation Committee, and the Audit Committee;

Determination of a person to represent the Company in any action between the Company and a member of the Audit Committee;

Matters concerning business transfers, etc. (including transfers of shares or equity of subsidiaries), mergers, absorption-type company splits, incorporation-type company splits, share exchanges, and share transfers of the Company which require the approval of a general meeting of shareholders;

Establishment, modification, and abolition of important organizations;

Approval of financial statements, business reports and supplementary schedules, temporary financial statements, and consolidated financial statements;

Distribution of surplus and other matters the Board of Directors is authorized to determine pursuant to the provisions of the Articles of Incorporation;

Determination of approval of transfers of stock acquisition rights with restriction on transfers; and

Determination of filing for bankruptcy in the recovery plan (under the Deposit Insurance Act)

Determination of the contents of “Indemnification agreement for directors and officers” or “Directors and Officers Liability Insurance”

Establishment of, revisions to, and abolition of particularly important internal regulations.

Important matters concerning the management of subsidiaries, etc.

Matters concerning transfer of particularly important subsidiaries and other entities administered by the Company

Basic matters concerning risk governance, risk management, compliance, and internal auditing of the core group companies (meaning the “core group companies” as provided in the Group Management Administration Regulations)

Appointment of, removal of, and commission to executive officers as defined in our internal regulations with special titles of management category A1 companies (companies categorized into “management category A1” under the Group Management Administration Regulations)

Other matters provided for in laws and regulations or the Articles of Incorporation, or resolved at a General Meeting of Shareholders

Any other matter that a Director believes should be proposed at a meeting of the Board of Directors

The Supplementary Provisions of the Regulations of the Board of Directors shall apply as the operating standards with respect to the matters to be resolved in the preceding paragraph.

Executive officer(s) as defined in the Companies Act shall report to the Board of Directors at least once every three (3) months on the status of the execution of his or her duties.

Each person appointed by the Nominating Committee, the Compensation Committee, or the Audit Committee from among their members shall report without delay to the Board of Directors on the status of the execution of the duties of that committee.

The Supplementary Provisions of the Regulations of the Board of Directors shall apply as the operating standards with respect to the matters to be reported to the Board of Directors.

The Board of Directors may, when necessary, have executive officers as defined in the Companies Act, executive officers as defined in our internal regulations, and employees of the Company, and directors, executive officers as defined in our internal regulations, and employees of subsidiaries, etc., of the Company, and outside experts, etc., attend meetings of the Board of Directors and seek their reports and opinions.

If an executive officer as defined in the Companies Act, executive officer as defined in our internal regulations or employee of the Company, or a director, executive officer as defined in our internal regulations or employee of subsidiaries, etc. of the Company receives a request from the Board of Directors, that person shall attend a meeting of the Board of Directors and explain matters requested by the Board of Directors.

The Board of Directors shall, by its resolution, appoint a President & CEO from among the executive officers as defined in the Companies Act.

The Board of Directors may, by its resolution, appoint one or more Deputy President & Executive Officer from among the executive officers as defined in the Companies Act.

Matters to be Resolved

Operating Standards

1.  Important matters concerning the management policy of the Mizuho Group

(1)   Basic matters concerning the management of the Mizuho Group

•   Among the matters forming the “basic management policy,” matters that constitute overriding concerns of matters displayed in the following paragraphs

(a)   Corporate Identity

(b)   Corporate Governance Guidelines

(c)   Other basic policies pertaining to matters such as business models and business portfolio strategies

(2)   Basic matters concerning annual business plans and mid- and long-term business plans of the Mizuho Group

•   Fundamental perspectives regarding mid-term business plans and annual business plans (being matters that constitute the fundamental outline of basic policies and similar matters)

(a)   Basic policies and priority strategies of the Mizuho Group

(b)   Basic policies of in-house companies, units and groups

(c)   Key financial targets of the Mizuho Group

(d)   Profit plans of the Mizuho Group (net business profits, consolidated net income)

(e)   Profit plans of in-house companies (net business profits, net income, expense ratio, ROE)

(f)   Management resource plans of the Mizuho Group (expenses, investments, new risk based capital, risk capital, human resources)

(g)   Management resource plans of in-house companies (new risk based capital)

For reference, “basic matters” do not include the following:

–   Specific priority strategies and measures of in-house companies, units and groups, ones planned under basic policies of the Mizuho Group

–   Management resource plans of in-house companies, units and groups, excluding new risk based capital

–   Operation policies, priority strategies, profit plans and management resource plans of the core group companies

Matters to be Resolved

Operating Standards

(3)   Basic matters concerning the capital policy of the Mizuho Group

•   Fundamental perspectives regarding overall capital policy

(a)   Basic policy on capital policy

(b)   Policy on shareholder-return

(4)   “System to ensure the properness of operations” of the Mizuho Group (the “Internal Control System”)

•   Matters prescribed in Article 416, Paragraph 1, Items 1 (b) and (e) of the Companies Act, and Article 112 of the Ordinance for the Enforcement of the Companies Act

(a)   Determination of development of systems necessary to ensure that the execution of duties by executive officers as defined in the Companies Act, complies with laws and regulations and the Articles of Incorporation, and other systems necessary to ensure the properness of operations of the corporate group consisting of the Company and subsidiaries

A. Systems for the safekeeping and management of information on the execution of duties by executive officers as defined in the Companies Act of the Company

B. Regulations and other systems for managing the risk of loss of the Company

C. Systems to ensure the efficient execution of duties by executive officers as defined in the Companies Act of the Company

D. Systems to ensure that the duties of employees of the Company are executed in compliance with laws, regulations and the Articles of Incorporation

E.  Systems listed below and other systems to ensure the propriety of business operations within the corporate group consisting of the Company and subsidiaries

i.   Systems concerning reports to the Company on matters regarding the execution of duties by directors and other persons equivalent thereto (in iii. and iv., “Directors, Etc.”) of the Company’s subsidiaries

ii.  Regulations and other systems concerning management of the risk of loss of the Company’s subsidiaries

Matters to be Resolved

Operating Standards

iii.   Systems to ensure the efficient execution of duties by Directors, Etc. of the Company’s subsidiaries

iv.   Systems to ensure that the duties of Directors, Etc. and employees of the Company’s subsidiaries are executed in compliance with laws and regulations and the Articles of Incorporation

(b)   Determination of matters necessary to execute the duties of the Audit Committee

A. Matters concerning directors and employees posted as assistants to the Company’s Audit Committee

B. Matters concerning measures for ensuring that directors and employees described in A. above remain independent from the Company’s executive officers as defined in the Companies Act

C. Matters concerning measures for ensuring effective instructions to the directors and employees described in A. above by the Company’s Audit Committee

D. Systems listed below and other systems concerning reports to the Company’s Audit Committee

i.   Systems for the Company’s directors (excluding those that are members of the Audit Committee), executive officers as defined in the Companies Act and employees to report to the Company’s Audit Committee

ii.  Systems for directors, corporate auditors, other persons equivalent to either, and employees of the Company’s subsidiaries, or anyone that has received a report from such persons, to report to the Company’s Audit Committee

E.  Systems to ensure that persons in D. above that submitted a report do not receive disadvantageous treatment for submitting such report

F.  Matters concerning policies relating to procedures for the advance payment or reimbursement of expenses arising from the execution of duties of the Company’s Audit Committee members (limited to expenses

Matters to be Resolved

Operating Standards

relating to the execution of duties of the Audit Committee) and other handling of expenses or debt arising from the execution of such duties

G. Other systems to ensure the effectiveness of audits by the Company’s Audit Committee

(5)   Matters concerning changes of particularly important companies in the Mizuho Group

•   Any purchase, sale, establishment, integration, dissolution, split, merger, change in strategic position, etc. that has a material influence on the “basic management policy”

(6)   Basic matters concerning risk governance, risk management, compliance, and internal auditing of the Mizuho Group

(a)   Fundamental matters regarding the risk appetite framework (including risk appetite policies, risk appetite metrics, and their levels and matters regarding the stress testing)

(b)   Establishment and revision of risk appetite statement

(c)   Fundamental matters regarding comprehensive risk management

(d)   The amount of allocated risk capital for the fiscal year

(e)   Fundamental matters regarding credit risk management

(f)   Fundamental matters regarding credit limit management

(g)   Fundamental matters regarding market risk management

(h)   Fundamental matters regarding liquidity risk management

(i) Fundamental matters regarding operational risk management

(j) Fundamental matters regarding information technology risk management

(k)   Fundamental matters regarding operations risk management

(l) Fundamental matters regarding legal risk management

(m) Fundamental matters regarding human resources risk management

(n)   Fundamental matters regarding tangible asset risk management

(o)   Fundamental matters regarding regulatory change risk management

Matters to be Resolved

Operating Standards

(p)   Fundamental matters regarding reputational risk management

(q)   Fundamental matters regarding risk data management

(r)   Fundamental matters regarding the recovery plan

(s)   Fundamental matters regarding the resolution plan for U.S. operations

(t) Fundamental matters regarding compliance including the development and modification of compliance programs

(u)   Fundamental matters regarding the management of customer protection, etc. including the development and modification of plan related to Customer Protection

(v)   Fundamental matters regarding internal audit including the development and modification of basic internal audit plans

(w)  Other important matters pertaining to Internal Control System

(7)   Fundamental matters regarding Mizuho Group’s Sustainability

2.  Important matters concerning the Company

(1)   Determination of convocation of general meetings of shareholders and agenda thereof

(a)   Determination of convocation of general meetings of shareholders

(b)   Determination of agenda for general meetings of shareholders (excluding any proposal concerning the appointment and dismissal of directors or accounting auditors and any proposal concerning non-reappointment of accounting auditors)

(2)   Determination of person authorized to convene general meetings of shareholders and the Chairman thereof (including the order in which substitutes are to be determined)

(3)   Appointment and removal of directors with special titles

(4)   Appointment and dismissal of executive officers as defined in the Companies Act

(5)   Appointment and removal of representative executive officers as defined in the Companies Act and executive officers as defined in the Companies Act with special titles

Matters to be Resolved

Operating Standards

(6)   Matters concerning the interrelationship between Executive officers as defined in the Companies Act, including the commission to executive officers as defined in the Companies Act, and hierarchy of commands of executive officers as defined in the Companies Act

•   The following commissions are excluded

–   Commissions for positions in Divisions, Offices, temporary organizations, and other positions equivalent thereto

–   Commissions due to reorganization or similar matters and not accompanied by substantial changes

–   Temporary commissions accompanying the resignation or similar matters of executive officers as defined in the Companies Act and delay in approval (however, this is limited to cases where the term of commission is three month or less)

(7)   Appointment of, removal of, and commission to executive officers as defined in our internal regulations with special titles

•   The following commissions are excluded

–   Commissions for positions in Divisions, Offices, temporary organizations, and other positions equivalent thereto

–   Commissions due to reorganization or similar matters and not accompanied by substantial changes

–   Temporary commissions accompanying the resignation or similar matters of executive officers as defined in our internal regulations with special titles and delay in approval (however, this is limited to cases where the term of commission is three month or less)

(8)   Approval of competitive transactions and conflicting interest transactions by directors and executive officers as defined in the Companies Act

(9)   Determination of person authorized to convene meetings of the Board of Directors and the Chairman thereof (including the order in which substitutes are to be determined)

(10)  Determination of director to receive demands for convocation of meetings of the Board of Directors from executive officers as defined in the Companies Act

(11)  Appointment and removal of members who constitute the Nominating Committee, the Compensation Committee, and the Audit Committee

(12)  Appointment and removal of the Chairman of each of the Nominating Committee, the Compensation Committee, and the Audit Committee

Matters to be Resolved

Operating Standards

(13)  Determination of a person to represent the Company in any action between the Company and a member of the Audit Committee

(14)  Matters concerning business transfers, etc. (including transfers of shares or equity of subsidiaries), mergers, absorption-type company splits, incorporation-type company splits, share exchanges, and share transfers of the Company which require the approval of a general meeting of shareholders

(15)  Establishment, modification, and abolition of important organizations

(a)   Establishment, modification, and abolition of in-house companies, units, groups

(b)   Modification and abolition of Corporate Secretariat and Audit & Supervisory Committee Office

(16)  Approval of financial statements, business reports and supplementary schedules, temporary financial statements, and consolidated financial statements

(17)  Distribution of surplus and other matters the Board of Directors is authorized to determine pursuant to the provisions of the Articles of Incorporation

(18)  Determination of approval of transfers of stock acquisition rights with restriction on transfers

(19)  Determination of filing for bankruptcy in the RCP (under the Deposit Insurance Act)

(20)  Determination of the contents of “Indemnification agreement for directors and officers” or “Directors and Officers Liability Insurance”

(21)  Establishment of, revisions to, and abolition of particularly important internal regulations

–   Mizuho Code of Conduct

–   Human Rights Policy

–   Environmental Policy

–   Behavioral Guidelines for a Sound Risk Culture

–   Code of Ethics for Financial Professionals

–   Tax Policy

–   Regulations of the Board of Directors

–   Supplementary Provisions of the Regulations of the Board of Directors

–   Regulations of the Nominating Committee

Matters to be Resolved

Operating Standards

–   Regulations of the Compensation Committee

–   Regulations of the Audit Committee

–   Regulations of the Risk Committee

–   Regulations of the Human Resources Review Meeting

–   Regulations of the Executive Management Committee

–   Regulations of the Business Policy Committees

–   Regulations of the Company Strategy Conferences

–   Regulations of the Internal Audit Committee

–   Regulations of the Executive Officer Disciplinary Measures Committee

–   Regulations of the Computer System Failure Response Verification Committee.

–   Organization Regulations

–   Authorization Regulations

–   Group Management Administration Regulations

–   Supplementary Provisions of the Group Management Administration Regulations

–   Regulation for Operation of “In-House Company System”

–   Basic Policy for Business Continuity Management

–   Regulations for the Management of Recovery Plan

–   Regulation for Management of Settlement of Account

–   Regulations for Management of Tax Operations

–   Accounting Policy

–   Accounting Regulations

–   Regulations Regarding the Scope Qualifications of Subsidiaries and Affiliates in Consolidated Financial Statements

–   Basic Policy on Disclosure Controls and Procedures

–   Disclosure Policy

–   Basic Policy on Sustainability Initiatives

Matters to be Resolved

Operating Standards

–   Basic Policy on Management of Finance Facilitation

–   Basic Policy Concerning Operation of Risk Appetite Frameworks

–   Stress Testing Management Regulations

–   Basic Policy for Risk Data Management

–   Basic Policy for Comprehensive Risk Management

–   Regulations for Risk Capital Allocation & Management

–   Basic Policy for Credit Risk Management

–   Credit Codes

–   Credit Limit Management Regulations

–   Basic Policy for Market Risk Management

–   Basic Policy for Liquidity Risk Management

–   Basic Policy for Operational Risk Management

–   Basic Policy for Information Technology Risk Management

–   Basic Policy for Operations Risk Management

–   Basic Policy for Legal Risk Management

–   Basic Policy for Human Resources Risk Management

–   Basic Policy for Tangible Asset Risk Management

–   Basic Policy for Regulatory Change Risk Management

–   Basic Policy for Reputational Risk Management

–   Compliance Manual

–   Basic Policy of Compliance

–   Basic Approach for Group Business Management Concerning Information Management

–   Information Security Policy

–   Privacy Policy Regarding Customer Information

–   Privacy Policy Regarding Shareholder Information

–   Privacy Policy Regarding Employee Information

–   Privacy Policy Regarding Applicant Information

–   Basic Policy for Management of Protection of Customers, etc.

Matters to be Resolved

Operating Standards

–   Regulations for Handling Incidents

–   Basic Policy on Internal Audit

–   Regulations for Executive Officers as Defined in the Companies Act

–   Regulations on Retirement Benefit for Directors, etc.

–   Regulations on Housing for Directors, etc.

–   Regulations on Company Funeral for Directors, etc

–   Regulations on Financial Transactions by Directors, etc.

–   Regulations Regarding Disciplinary Measures for Executive Officers

These regulations may be amended by a resolution of the Board of Directors. However, revisions accompanying changes in the organization, name, etc., and revisions that have only a minor impact on the meaning and purpose of the Regulations and do not entail substantial changes may be made by decision of the President and CEO.

The contents of revisions made by the decision of the President & CEO other than changes in organization, name, etc. shall be clearly indicated in the report on the status of execution of duties by executive officers as stipulated in Article 11, Paragraph 1 of the Regulations of the Board of Directors.

3.  Important matters concerning the Management of Subsidiaries, Etc.

(1)   Matters concerning transfer of particularly important subsidiaries and other entities administered by the Company

•   Any purchase, sale, establishment, integration, dissolution, split, merger, change in strategic position, etc. that has a material influence on the “basic management policy”

(2)   Basic matters concerning risk governance, risk management, compliance, and internal auditing of the core group companies

•   Any matter that has a material influence on the “basic management policy” or any important matter pertaining to Mizuho Group’s Internal Control System

(3)   Appointment of, removal of, and commission to executive officers as defined in our internal regulations with special titles of management category A1 companies

•   The following commissions are excluded

–   Commissions for positions in Divisions, Offices, temporary organizations, and other positions equivalent thereto

–   Commissions due to reorganization or similar matters and not accompanied by substantial changes

–   Temporary commissions accompanying the resignation or similar matters of executive

Matters to be Resolved

Operating Standards

officers as defined in our internal regulations with special titles and delay in approval (however, this is limited to cases where the term of commission is three month or less)

4.  Other matters provided for in laws and regulations or the Articles of Incorporation, or resolved at a general meeting of shareholders

5.  Any other matter that a Director believes should be proposed at a meeting of the Board of Directors

•   Any matter that has a material influence on the “basic management policy” or any important matter pertaining to Mizuho Group’s Internal Control System

•   Any other matter considered necessary by the Chairman of the Board of Directors, an appointed member of the Nominating Committee, Compensation Committee, or Audit Committee, or President & CEO

Matters to be Resolved 1.(1) to (3) form the “basic management policy” under Article 416, Paragraph 1, Item 1 (a) of the Companies Act.

“Mizuho Group” means the Company and any subsidiary, etc. administered by the Company.

“Core group companies” mean the “core group companies” provided for in the Group Management Administration Regulations.

“Management category A1 companies” mean companies with respect to which “management category A1” has been established under the Group Management Administration Regulations.

Matters to be Reported

Operating Standards

1.  Matters to be Regularly Reported

(1)   Status of the execution of duties by executive officers as defined in the Companies Act (compiled report at least once every three months)

(a)   Matters delegated to executive officers as defined in the Companies Act, in connection with transformation of the Company into what is currently called a Company with Three Committees

A. Particularly important matters concerning the Mizuho Group

–   Important changes in shareholder composition

–   Disposal of and acceptance of assignment of important assets that are important to group strategies

–   Exemption from large debts and similar matters that are important to group strategies

–   Large and exceptional loans and similar matters that are important to group strategies

–   Management support for Mizuho Group companies that is important to group strategies

–   Establishment, change, and abolition of important organizations in management category A1 companies

–   Execution of important contracts

–   Important applications and reports and submission of important documents to the outside

–   Agenda items for the General Meeting of Shareholders of management category A1 companies

–   Important matters concerning important system project (including system integration) management of management category A1 companies

Matters to be Reported

Operating Standards

B. Particularly important matters concerning the Company

–   The disposal of and acceptance of assignment of important assets

*   Acquisition or loss and lease of movable property and real property exceeding 0.3% of the nonconsolidated total net assets of the Company per case

*   Amortization of claims exceeding 0.3% of the nonconsolidated total net assets of the Company per case

*   Donations exceeding JPY 300,000,000 per case

*   Loan(s) exceeding 0.3% of the nonconsolidated total net assets of the Company

–   Borrowing in a significant amount

*   Borrowing exceeding 0.3% of the nonconsolidated total net assets of the Company

–   Appointment and dismissal of executive officers as defined in our internal regulations, and important employees (including personnel with a rank of Division General Manager or Office General Manager (Office with the same rank as a Division) or higher)

–   Establishment, modification, and abolition of important organizations (excluding the matters to be resolved)

–   Determination of important matters concerning the offering of company bonds

–   Determination of corporate restructuring acts that do not require the approval of a general meeting of shareholders such as short-form mergers or simplified mergers

–   Determination of the features of class shares whose outline has been provided for in the Articles of Incorporation

–   Determination of the acquisition price, etc. of own shares (excluding acquisition from the market) and acquisitions from subsidiaries

–   Determination of the acquisition date of shares subject to call and stock acquisition rights subject to call, and the shares to be acquired

Matters to be Reported

Operating Standards

–   Cancellation of own shares and own stock acquisition rights

–   Reduction of share units

–   Share splits and allotment of shares without contribution

–   Auctions, etc. of shares of shareholders whose whereabouts are unknown

–   Determination, etc. of the terms and conditions of shares for subscription and stock acquisition rights for subscription

–   Acquisition of own shares equivalent to the total sum of any fraction

–   Consent to handling of shares in the book-entry transfer settlement system

–   Reduction in the amount of stated capital or reserves concurrently with an issuance of shares

(b)   Particularly important matters

A. Particularly important matters concerning the Mizuho Group

–   Decisions on and approval of changes to the appointment and dismissal of and commission to executive officers as defined in our internal regulations of management category A1 companies

B. Particularly important matters concerning the Company

–   Ex-post-facto reporting of competitive transactions and conflicting interest transactions by directors and executive officers as defined in the Companies Act

–   Approval of competitive transactions and conflicting interest transactions by executive officers as defined in our internal regulations

–   Determination of and changes to commissions and areas of responsibilities of executive officers as defined in our internal regulations

–   Order in which substitutions of the person authorized to convene and the Chairman of meetings of the Executive Management Committee are to be made

–   Order in which substitutions of the authorization of President & CEO are to be made

Matters to be Reported

Operating Standards

–   Order in which substitutions of the Chairman of the Internal Audit Committee are to be made

–   Appointment of special committee members of the Internal Audit Committee

–   Appointment of the Chairmen of the Business Policy Committees

(c)   Status of the execution of other important operations

(2)   Important matters concerning risk governance, risk management, compliance, and internal auditing of the Mizuho Group (in principle, quarterly reports)

(a)   Status of risk appetite level of the Mizuho Group as well as in-house companies and units

(b)   Status of risk management

(c)   Status of compliance management

(d)   Status of implementation of internal audits

(e)   Matters to be resolved by and important matters to be reported to the Internal Audit Committee

(3)   Matters such as status of the execution of duties by the Nominating Committee, the Compensation Committee, and the Audit Committee (to be reported without delay)

(a)   Status of the execution of duties by the Nominating Committee

(b)   Appointment of members of the Nominating Committee who are to report to the Board of Directors on status of the execution of duties by the Nominating Committee

(c)   Order in which substitutions of the Chairman of the Nominating Committee are to be made

(b)   Status of the execution of duties by the Compensation Committee

(e)   Appointment of the members of the Compensation Committee who are to report to the Board of Directors on status of the execution of duties by the Compensation Committee

(f)   Order in which substitutions of the Chairman of the Compensation Committee are to be made

(g)   Status of the execution of duties by the Audit Committee

(h)   Appointment of members of the Audit Committee who are to report to the Board of Directors on status of the execution of duties by the Audit Committee

(i) Order in which substitutions of the Chairman of the Audit Committee are to be made

(j) If a member of the Audit Committee finds that a director or executive officer as defined in the Companies Act, engages in misconduct, or is

Matters to be Reported

Operating Standards

likely to engage in misconduct, or that there is any fact in violation of laws and regulations or the Articles of Incorporation or any grossly improper fact, that matter

(4)   Status of the execution of duties by other committees (to be reported without delay)

(a)   Status of the execution of duties by the Risk Committee

(b)   Status of the execution of duties by the Human Resources Review Meeting

(c)   Status of the execution of duties by other committees excluding the Outside Director Session

(5)   Important matters concerning Mizuho’s environment-related initiatives (in principle, annually reports)

(a)   Status of Mizuho’s Environmental Initiatives

(6)   Important Matters Concerning Mizuho Group’s Human Rights Initiatives (Annual Report in Principle)

(a)   Mizuho Group’s Human Rights Initiatives

(7)   Important Matters Concerning Mizuho Group’s Sustainability Initiatives (Annual Report in Principle)

(a)   Mizuho Group’s Sustainability Initiatives

(8)   Annual agenda plans for the Board of Directors and the Risk Committee (Annual Report in Principle)

2.  Matters to be Reported on a Case-by-case basis

(1)   Particularly important matters concerning the Mizuho Group

(a)   Results of important external audits and inspection by authorities, etc.

(b)   Process and resolution of “emergency situations” as provided for in the Basic Policy for Business Continuity Management

(c)   Matters concerning financial results (financial statements, consolidated financial statements, capital ratio, etc.)

(d)   Particularly important matters concerning risk management, compliance, and internal auditing

–   Occurrence of misconduct, etc. that has a material effect on management

–   Occurrence of incidents that have a material effect on management

–   Results of important internal audits that has a material effect on management

(2)   Particularly important matters concerning the Company

(a)   Matters concerning the Audit Committee

–   Audit policies, audit plans, and audit methods of the Audit Committee

Matters to be Reported

Operating Standards

–   Important matters among matters resolved at a meeting of the Audit Committee

(b)   Among the matters to be reported to the Board of Directors on a case-by-case basis as necessary prescribed in the particularly important internal regulations of the Company, matters that directors able to convene meetings of the Board of Directors in accordance with Article 5, Paragraph 1 or Paragraph 2 of the Regulations of the Board of Directors, or directors or executive officers as defined in the Companies Act, able to request a convocation of meetings of the Board of Directors in accordance with Paragraph 4 of the same Article believe should be reported

(3)   Any other matter that a Director believes should be reported to a meeting of the Board of Directors

Matters to be reported to the Board of Directors do not include matters that are to be resolved at a meeting of the Board of Directors.

“Mizuho Group” means the Company and any subsidiary, etc. administered by the Company.

“Management category A1 companies” mean companies with respect to which “management category A1” has been established under the Group Management Administration Regulations.

This is a translation of a document written in Japanese,

and has been prepared for reference purpose only.

The matters described in the register of shareholders shall be changed upon the provision of a notice from JASDEC, such as a notice to all shareholders (excluding the notice (hereinafter referred to as the “Individual Shareholder Notice”) provided for in Article 154, Paragraph 3 of the Law Concerning Book-entry Transfer of Corporate Bonds and Shares, Etc. (hereinafter referred to as the “Transfer Law”)).

In addition to the provisions of the preceding paragraph, in the case of the issuance of new shares or in any other case provided for in the laws and regulations, the matters described in the register of shareholders shall be changed without notice from JASDEC.

Records in the register of shareholders shall be made using the characters/symbols designated by JASDEC.

Shareholders shall report their names, or trade names, and addresses to the Company through the Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in the case of any change in the shareholders’ names, or trade names, and addresses.

Notwithstanding the provisions in the preceding paragraph, the matters that are not subject to the reporting obligation to the Company through the Securities Companies, Etc. and JASDEC shall be reported to the shareholder register manager in the designated form.

In case a shareholder (including a shareholder who provided the Individual Shareholder Notice) makes requests or exercises any other shareholder rights (hereinafter referred to as the “Requests, Etc.”), such shareholder shall attach to the Requests, Etc., or provide a document certifying that such Requests, Etc. were made by such shareholder himself/herself (hereinafter referred to as the “Evidence”), except where the Company is able to confirm that such Requests, Etc. were made by such shareholder himself/herself.

In case the Requests, Etc. are submitted to the Company by a shareholder through the Securities Companies, Etc. or JASDEC, such Requests, Etc. shall be deemed to have been made by such shareholder himself/herself, and no Evidence is required.

In case the Requests, Etc. are made by a proxy, a power of attorney, on which a shareholder signed or affixed his/her name and seal, shall be attached to the Requests, Etc., in addition to the procedures provided for in preceding two paragraphs. The names, or trade names and addresses of the proxy shall be stated in the power of attorney.

The provisions of the first paragraph and the second paragraph shall apply mutatis mutandis to the proxy.

The purchase price per share of shares constituting less than one (1) unit requested for purchase pursuant to the preceding Article shall be the last reported price on the market established by the Tokyo Stock Exchange on the day on which the request for purchase provided for in the preceding Article is

The purchase price of shares constituting less than one (1) unit shall be the amount obtained by multiplying the purchase price per share of shares constituting less than one (1) unit provided for in the preceding paragraph by the number of such shares constituting less than one (1) unit requested for purchase.

Unless otherwise provided by the Company, the Company shall pay to the person who has requested for purchase the purchase price determined pursuant to the preceding Article after deducting therefrom the handling fees provided for in Article 52, on the fourth (4th) business day commencing on the day following the day on which the purchase price per share of shares constituting less than one (1) unit is determined, pursuant to the rules of JASDEC; provided, however, that if the purchase price reflects the rights to receive dividends from surplus (including interim dividends, the same shall apply hereinafter) or stock split, etc., such payment shall be made not later than the relevant record date.

The person who has requested for purchase may request that the payment be made by way of transfer to a bank account designated by him/her or by cash payment at Japan Post Bank (Yucho Ginko Genkinbarai).

The additional purchase price per share of shares constituting less than one (1) unit, for which the Request for Additional Purchase has been made, shall be the last reported price on the market established by the Tokyo Stock Exchange as of the effective date of the Request for Additional Purchase; provided, however, that if the shares are not traded on the market established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday of the said Stock Exchange, the additional purchase price per share of shares constituting less than one (1) unit shall be the price at which the shares were first sold on the market established by the Tokyo Stock Exchange thereafter.

The additional purchase price of shares constituting less than one (1) unit shall be the amount obtained by multiplying the additional purchase price per share of shares constituting less than one (1) unit provided for in the preceding paragraph by the number of such shares constituting less than one (1) unit, for which the Request for Additional Purchase has been made.

In each year the Company shall suspend acceptance of the Request for Additional Purchase during the period of ten (10) business days before all of the following dates:

March 31;

September 30; and

Any other date determined by JASDEC, such as the determination date of shareholders.

Notwithstanding the preceding paragraph, the Company may, whenever it deems necessary, establish any other period during which the Company shall suspend acceptance of the Request for Additional Purchase.

All procedures for requests and reports with respect to the business delegated to the shareholder register manager by the Company shall be made to the shareholder register manager.

All procedures for requests and reports provided for in this Article shall be made in the form prescribed by the Company with the seal impression affixed which has been reported in accordance with the provisions of Article 33.

If any requests and reports provided for in the preceding paragraph shall be made by a proxy, a document certifying the authorization of such proxy shall be submitted.

If any requests and reports provided for in the second paragraph shall be required to be made with the consent of a curator (hosanin) or an assistant (hojonin), a document certifying such consent shall be submitted.

In the case of a request for the written or electronic records on the register of shareholders (hereinafter referred to as the “Registration of Transfer of Preferred Stock”), a designated written request therefor bearing the signatures of both the current shareholder of preferred stock and the acquirer of shares of the preferred stock shall be submitted.

In the case of a request for the Registration of Transfer of Preferred Stock acquired as the result of inheritance, testament or merger of companies, etc. other than assignment, a document certifying such acquisition shall be submitted, in addition to the procedures provided for in the preceding paragraph.

The shareholders of preferred stock and the registered preferred stock pledgees or their legal representatives shall report their addresses, names and seal impressions by submitting shareholders’ cards, etc.; provided, however, that a foreigner who has the custom of affixing his/her signature may substitute his/her specimen signature for such seal impression.

The same procedures shall be taken in the case of any change in the matters referred to in the preceding paragraph.

The shareholders of preferred stock and the registered preferred stock pledgees or their legal representatives who reside outside Japan shall, either appoint a standing proxy in Japan or designate an address to which notices shall be sent, and report thereof, in addition to the procedures provided for in the preceding Article.

The provisions of the preceding Article shall apply mutatis mutandis to the standing proxy.

In case where a shareholder of preferred stock or a registered preferred stock pledgee is a corporation, the name of one (1) of the representatives of such corporation shall be notified.

In the case of any change in the representative provided for in the preceding paragraph, a designated written report therefor shall be submitted, together with such certificate of matters to be registered, etc.

The shareholders of preferred stock who jointly own preferred stock shall appoint one (1) representative and report thereof.

The same procedures shall be taken in the case of any change in the representative provided for in the preceding paragraph.

In case where a shareholder of preferred stock or a registered preferred stock pledgee is an unincorporated organization, the name of one (1) of the representatives of such organization shall be notified.

The same procedures shall be taken in the case of any change in the representative provided for in the preceding paragraph.

Change of family name or given name;

Appointment, change or removal of a legal representative such as an agent of a person having parental authority, guardian, etc.;

Change of trade name or name of a juridical person; or

Change of corporate organization.

Unless otherwise provided by the Company, the Company shall pay to the person who has requested for purchase, the purchase price determined pursuant to the preceding Article after deducting therefrom the handling fees provided for in Article 52, on the fourth (4th) business day commencing on the day

The person who has requested for purchase may request that the payment be made by way of transfer to a bank account designated by him/her or by cash payment by Japan Post Bank (Yucho Ginko Genkinbarai) to the address of such person. If this is the case, the payment of the purchase price shall be deemed to be completed, concurrently with arrangement for payment by transfer or by voucher for disbursement through Japan Post Bank (Hurikaeharaidashi-shousho).

In each year the Company shall suspend acceptance of the Requests for Additional Purchase during the period of ten (10) business days before all of the following dates:

March 31;

September 30; and

Any other date determined by JASDEC, such as the determination date of shareholders.

Notwithstanding the preceding paragraph, the Company may, whenever it deems necessary, establish any other periods during which the Company shall suspend acceptance of the Requests for Additional Purchase.

In case an acquisition of preferred stock is requested, a designated written request therefor shall be submitted at the handling office of the shareholder register manager provided for in Article 2 or any of the liaison offices of the shareholder register manager provided for in Article 26.

The request for acquisition may not be withdrawn after submission of such request.

There shall be no handling fees in the case of purchase of shares constituting less than one (1) unit pursuant to Article 14 (Method of Request for Purchase of Shares Constituting Less Than One (1) Unit) and Article 40 (Method of Request for Purchase of Shares of Preferred Stock Constituting Less Than One (1) Unit) and in the case of the sale of shares constituting less than one (1) unit pursuant to Article 18 (Method of Request for Additional Purchase of Shares Constituting Less Than One (1) Unit) and Article 44 (Method of Request for Additional Purchase of Preferred Stock Constituting Less Than One (1) Unit).

I have reviewed this annual report on Form 20-F of Mizuho Financial Group, Inc. (the “company”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

I have reviewed this annual report on Form 20-F of Mizuho Financial Group, Inc. (the “company”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mizuho Financial Group, Inc.