Inferra AI / Company / MFG / Slides
Mizuho Financial Group — Presentation / slide deck (8-K exhibit)
Mizuho Financial Group (MFG) · 155 slides · Filed May 28, 2025
Every slide of this earnings presentation, with the text as published. Open the original deck ↗ · All MFG deck slides
Slide 1 — Convocation Notice ofthe
Mizuho Financial Group Convocation Notice ofthe SE Ordinary General Meeting of Shareholders FY20(April 1, 20 – March 31, 20) (Securities Code 8411) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Slide 2 — Forward-looking Statements
Forward-looking Statements This material contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. We may not be successful in implementing our business strategies, and management may fail to achieve its targets, for a wide range of possible reasons, including, without limitation: international conflicts and geopolitical disruptions; incurrence of significant credit-related costs; declines in the value of our securities portfolio; changes in interest rates; foreign exchange rate fluctuations; decrease in the market liquidity of our assets; revised assumptions or other changes related to our pension plans; a decline in our deferred tax assets; the effect of financial transactions entered into for hedging and other similar purposes; failure to maintain required capital adequacy ratio levels; downgrades in our credit ratings; our ability to avoid reputational harm; our ability to implement our medium-term business plan and other strategic initiatives and measures effectively; the effectiveness of our operation, legal and other risk management policies; the effect of changes in general economic conditions in Japan and elsewhere, problems related to our information technology systems and cyber attacks; changes to applicable laws and regulations; and the effect of climate change. Further information regarding factors that could affect our financial condition and results of operations is included in “Item 3.D. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) and our report on Form 6-K furnished to the SEC on December 26, 2024, both of which are available in the Financial Information section of our web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov. We do not intend to update our forward-looking statements. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.
Slide 3 — To our shareholders
June 5, 2025 (Commencement Date of Electronic Provision Measures: May 28, 2025) Securities code: 8411 To our shareholders Masahiro Kihara President & Group CEO Member of the Board of Directors Mizuho Financial Group, Inc. 5-5, Otemachi 1-chome, Chiyoda–ku, Tokyo CONVOCATION NOTICE OF THE 23RD ORDINARY GENERAL MEETING OF SHAREHOLDERS Please be advised that the 23rd Ordinary General Meeting of Shareholders of Mizuho Financial Group, Inc. will be held as set forth below. At the time of the convocation of this Ordinary General Meeting of Shareholders, electronic provision measures have been taken, and the information contained in the reference materials, etc. for this ordinary general meeting of shareholders (the “Matters for Electronic Provision Measures”) were posted on our website under the title “Convocation Notice of the 23rd Ordinary General Meeting of Shareholders.” We request that you access the information by visiting our website indicated below. If you are unable to attend the meeting, we respectfully request that you exercise your voting rights in advance. Our website https://www.mizuhogroup.com/investors/financial-information/stock-information/meeting TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show We request that you access the information by entering and searching for our issue name (company name) or securities code and selecting “Basic information” and “Documents for public inspection/PR information.” Details 1. Date and time: 10:00 a.m. on Tuesday, June 24, 2025 (doors open at 9:00 a.m.) 2. Venue: Tokyo International Forum (Hall A) 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Slide 4 — 3.
3. Purpose of the meeting: Matters to be reported: Report on the Business Report for the 23rd fiscal year (from April 1, 2024 to March 31, 2025), on the consolidated financial statements, on the non- consolidated financial statements and on the Results of Audit of the Consolidated Financial Statements by the Independent Auditors and the Audit Committee Matters to be resolved: Company proposal Proposal 1: Appointment of fourteen (14) directors Shareholder proposal Proposal 2: Partial amendment to the Articles of Incorporation (Disclosure of financial risk audit by Audit & Supervisory Board) Proposal 3: Partial amendment to the Articles of Incorporation (Disclosure of assessment of clients’ climate change transition plans) -End of notice- If any revision is required with respect to the Matters for Electronic Provision Measures, the revised information will be posted on the respective websites.
Slide 5 — Message from the Group CEO
Message from the Group CEO As President & Group CEO of Mizuho Financial Group, Inc., I would like to express our deep appreciation for your continued interest and support. In the fiscal year 2024, we achieved the financial targets set out in the medium-term business plan (FY2023 to FY2025), including Consolidated Net Business Profits of JPY 1,144.2 billion, Profit Attributable to Owners of Parent of JPY 885.4 billion, and Consolidated ROE of 9.4%, one year ahead of schedule, supported by steady progress in strategic initiatives and favorable environmental factors. In light of the robust performance, we have increased the annual cash dividend to JPY 140 (an increase of JPY 35 compared to the fiscal year 2023), marking the fourth consecutive term of dividend increases. In addition, following the announcement last November of a share buyback of JPY 100 billion, for the first time since 2008, we decided on a further share buyback of JPY 100 billion in May. Going forward, we will continue to achieve results that exceed your expectations and pursue the optimal balance between capital adequacy, growth investment and enhancement of shareholder returns. We defined our Purpose, which is to “proactively innovate together with our clients for a prosperous and sustainable future.” Through this Purpose, we are trying to convey that we would like to work closely with our customers to tackle the various challenges they face, and take on challenges together with our customers, and furthermore, we would like to serve as a bridge that “will connect” the challenges of our customers and build a platform for solving those challenges. In order to embody this Purpose, in the medium-term business plan, we lay down five business focus areas for us to tackle, and we are confident that we are making steady progress in each of them. As regards “Improving customer experience,” the number of new deposit accounts turned upward thanks to improvements to the functions of the Mizuho Direct App and issuance of Mizuho Rakuten Card. In addition, we improved convenience through the trinity of branch, remote, and direct operations, including the introduction of AI at contact centers and the establishment of a new branch format, “Mizuho Atelier,” where customers can casually drop by. Regarding “Support for the doubling of asset-based income,” we gained the ability to reach all customer segments as a result of our strategic capital alliance with Rakuten Securities, and the number of NISA accounts opened with Mizuho is, when combined with the number of NISA accounts opened with Rakuten Securities, the highest among Japanese financial institution groups. We also expanded our product lineup in the private credit field through a strategic partnership with a U.S. asset manager. With respect to “Enhancing the competitiveness of Japanese companies,” we supported our clients’ various corporate actions to enhance their corporate value through strategic discussions with clients utilizing our industry knowledge. In relation to “Global Corporate & Investment Banking (CIB) business model,” our integration with Greenhill & Co., a U.S. M&A advisory firm that we acquired, has made progress, dramatically expanding inter-regional collaboration, which has led to an increase in cross-border M&As, including those in Europe and Asia. Regarding “Sustainability and innovation,” we designated hydrogen, carbon credit, impact finance and circular economy as priority areas and are supporting clients’ transitions through new financing methods and value co-creation investments.
Slide 6 — Alongside building out five focus areas that form the core of our abovementioned
Alongside building out five focus areas that form the core of our abovementioned strategies, we have also worked to foster a healthy culture that supports the independent efforts of each and every employee responsible for driving the strategies forward. The new human resources framework “CANADE,” launched in the fiscal year 2024, is part of this effort, with our human resources system shifting to one based on roles and results. Additionally, the appointment of an overseas personnel member as the Deputy President & Executive Officer is a significant step forward towards creating an organization where diverse talents can thrive. We aim to transform ourselves from a “Japanese financial institution expanding across the globe” to a “global financial institution rooted in Japanese values and connecting diverse cultures.” We will continue to maintain a positive cycle through the evolution of our business focus areas and the promotion of corporate culture transformation.Ө Finally, we appreciate your continued support and cooperation and will do everything in our power to exceed your expectations. Masahiro Kihara, President & Group CEO Member of the Board of Directors Mizuho Financial Group, Inc.
Slide 7 — share
I Trends in Profit Attributable to Owners of Parent and cash dividend per share Our business demonstrated steady performance both in and outside Japan, and the business results for the fiscal year 2024 were at a record high. In addition, we decided to increase our cash dividend per share for four consecutive fiscal years. The outlook for the fiscal year 2025 is an increase in earnings even though, given the uncertainties in the economic environment, we conservatively factored in potential downside risks. - We will adjust the outlook appropriately in line with circumstances going forward, such as any favorable environmental changes. I Shareholder return policy Effective from the fiscal year 2025, we have revised our shareholder return policy as follows. We will continue to strive to enhance shareholder returns by increasing dividends in a stable manner while leveraging flexible and intermittent share buybacks. Keeping progressive increase of dividends per share, while executing flexible and intermittent share buybacks. ӷ We will increase dividends per share by approximately JPY 5.0 each fiscal year, based on the steady growth of our stable earnings base. ӷ We will decide share buybacks, based on our business results, capital adequacy, our stock price and the opportunities for growth investment, using the total payout ratio of 50% or more as a guide.
Slide 8 — Reference materials for the General Meeting of Shareholders
Reference materials for the General Meeting of Shareholders Company proposal Proposal 1: Appointment of fourteen (14) directors The term of office of the fourteen (14) directors appointed at the 22nd Ordinary General Meeting of Shareholders will expire at the closing of this Ordinary General Meeting of Shareholders. Therefore, we propose the appointment of fourteen (14) directors in accordance with the determination by the Nominating Committee. Mr. Takashi Tsukioka will serve as Chairperson of the Board of Directors if this proposal is approved. All eight (8) of the outside director candidates satisfy the “Independence Standards of Outside Directors of Mizuho Financial Group” established by Mizuho Financial Group. (For an overview of the independence standards above, please see page 39.) Candidates for members of the Board of Directors Candi- date No. Candidate’s Name Year of appoint- ment Current title at Mizuho Financial Group 1 Yoshimitsu Kobayashi Male Reappointment / Independent Outside Director 2020 Member of the Board of Directors 2 Takashi Tsukioka Male Reappointment / Independent Outside Director 2021 Member of the Board of Directors 3 Kotaro Ohno Male Reappointment / Independent Outside Director 2023 Member of the Board of Directors 4 Hiromichi Shinohara Male Reappointment / Independent Outside Director 2023 Member of the Board of Directors 5 Yumiko Noda Fe- male Reappointment / Independent Outside Director 2023 Member of the Board of Directors 6 Takakazu Uchida Male Reappointment / Independent Outside Director 2024 Member of the Board of Directors 7 Masahiko Tezuka Male New appointment / Independent Outside Director — — 8 Yuki Ikuno Fe- male New appointment / Independent Outside Director — — 9 Seiji Imai Male Reappointment / Internal Non- Executive Director 2021 Chairperson (Kaicho), Member of the Board of Directors 10 Hisaaki Hirama Male Reappointment / Internal Non- Executive Director 2019 Member of the Board of Directors 11 Masahiro Kihara Male Reappointment / Executive Director 2022 Member of the Board of Directors President & Group CEO (Representative Corporate Executive) 12 Hidekatsu Take Male Reappointment / Executive Director 2024 Member of the Board of Directors Deputy President & Corporate Executive (Representative Corporate Executive)
Slide 9 — 14.3%
Candi- date No. Candidate’s Name Year of appoint- ment Current title at Mizuho Financial Group 13 Mitsuhiro Kanazawa Male Reappointment / Executive Director 2024 Member of the Board of Directors Senior Managing Corporate Executive 14 Takefumi Yonezawa Male Reappointment / Executive Director 2024 Member of the Board of Directors Senior Managing Corporate Executive Composition of the Board of Directors and approach to considering candidates for members of the Board of Directors Mizuho Financial Group believes that, in addition to conducting strategic direction within the group, it is important for our Board of Directors to fulfill the role of appropriately implementing governance functions across the group and across subsidiaries under the group’s management. As such, our “Corporate Governance Guidelines” set forth the criteria for appointing a director and the skills that the Board of Directors as a whole should possess. In addition, our Board of Directors is composed of an appropriate balance of outside directors who possess complex and diverse perspectives that we may not have within the group, and internal directors who have considerable expert knowledge concerning the group’s business model. Percentage of female directors 14.3% Percentage of outside directors 57.1% Percentage of outside and non- executive directors 71.4%
Slide 10 — [Skills that the Board of Directors as a whole should possess]
[Skills that the Board of Directors as a whole should possess] Management We believe that the experience of top management in large and complex organizations is necessary to fulfill the supervisory function of the group. Risk Management / Internal Control We believe that professional experience in and knowledge of risk governance and internal control in corporations, auditing firms, and/or in the legal profession is necessary for supervision to ensure fair corporate activities and sound business operations by the management. Financial Control / Accounting We believe that experience as a CFO or person with similar responsibility in corporations and professional experience and knowledge as a certified public accountant or as a member of a similar profession is necessary to oversee management, which aims to build a sound financial base, pursue capital efficiency and realize growth strategies. Finance We believe that knowledge of the financial business, backed by, among others, business experience at financial institutions, is necessary to fulfill the supervisory function of the group, which has banking, trust, and securities businesses at its core. Human Resources / Organization The group considers “human resources” to be one of the key corporate resources that will support future growth, and believes that experience in and knowledge of, among others, the development of executive managers, human resources and organizations is necessary from the perspective of appropriately overseeing efforts by the management to transform human capital and corporate culture. IT / Digital We believe that experience and knowledge in, among others, technological and business development in the IT and digital fields is necessary to fulfill the group's supervisory function, as they are the foundation for customers to use the group’s services with peace of mind and are also key to the group’s future competitiveness. Sustainability The group aims to achieve its own growth through facing social issues and contributing to their resolution, and we believe that experience in and knowledge of environmental and other sustainability-related operations is necessary to fulfill the supervisory function of the group. Global As the group is expanding its business globally and aims to contribute increasingly to the sustainable growth of the world, we believe that experience in, among others, management of global corporations overseas is necessary to fulfill the supervisory function of the group.
Slide 11 — The table below lists the particular core skills of the (prospective) directors after
The table below lists the particular core skills of the (prospective) directors after this Ordinary General Meeting of Shareholders, in relation to the skills that the Board of Directors as a whole should possess. We believe that the Board of Directors as a whole would have the necessary skills in the event that Proposal 1 is approved as proposed. We also believe that each committee is equipped with the necessary skills based on their respective roles, including securing the knowledge of outside committee members at the meetings of voluntary committees. [Skill Matrix of the Board of Directors] Name The skills that the Board of Directors as a whole should possess Committees to be appointed (ۼ: Chairperson of the committee) Management Risk Management / Internal Control Financial Control / Accounting Finance Human Resources / Organization IT / Digital Sustainability Global Nominating Committee Compensation Committee Audit Committee Risk Committee2 IT / Digital Transformation Committee3 Human Resources Review Meeting Yoshimitsu Kobayashi z z z z յ z Takashi Tsukioka1 z z z z z z z Kotaro Ohno z z z z յ z Hiromichi Shinohara z z z z z յ z Yumiko Noda z z z z z z z z Takakazu Uchida z z z z z յ z z Masahiko Tezuka z z z z z Yuki Ikuno z z z z z Seiji Imai z z z Hisaaki Hirama z z z z յ z Masahiro Kihara z z z z z z յ Hidekatsu Take z z z Mitsuhiro Kanazawa z z z z Takefumi Yonezawa z z z z
Slide 12 — Notes
Notes 1: Chairperson of the Board of Directors 2: The following two external experts serve on the committee: Rintaro Tamaki (President, Japan Center for International Finance) Hiroshi Naka (Professor, School of Policy Studies of Kwansei Gakuin University) 3: The following two external experts serve on the committee: Masatsugu Shimono (Honorary Advisor, IBM Japan, Ltd.) Keiji Kojima (Director and Vice Chairman, Hitachi, Ltd.)
Slide 13 — Yoshimitsu Kobayashi
Candidate No. 1 Yoshimitsu Kobayashi Reappointment / Independent Outside Director Date of birth November 18, 1946 (Age 78) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Chairperson of the Nominating Committee Member of the Human Resources Review Meeting Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 6,368 shares Potential number of additional shares of common stock to be held: 7,307 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 13/13 meetings (100%) The Nominating Committee: 10/10 meetings (100%) The Human Resources Review Meeting: 4/4 meetings (100%) Term in office as a director 5 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles In addition to serving as Representative Director, Member of the Board, President and Chairperson of Mitsubishi Chemical Group Corporation, he has served as Chairperson of the Japan Association of Corporate Executives, a member of the Council on Economic and Fiscal Policy, a member of the Industrial Competitiveness Council, a member of the Council for Science, Technology and Innovation of the Cabinet Office and Chairperson of the Council for Promotion of Regulatory Reform, among others. Currently, among others, he is actively performing the role of Chairman of the Board of Directors of Tokyo Electric Power Company Holdings, Inc. He has extensive experience as a senior executive of a global corporation which has diverse business operations, as well as deep insight in corporate governance and sustainability. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management. Candidate’s independence He satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. The business relationship between Tokyo Electric Power Company Holdings, Inc., where he serves as Chairman of the Board of Directors, and the group does not affect his independence, for reasons including that (i) the percentage of sales gained through the business with the group of the consolidated net sales of Tokyo Electric Power Company Holdings, Inc., and (ii) the percentage of gross profits gained through the business with group companies of Tokyo Electric Power Company Holdings, Inc. of the consolidated gross profits of Mizuho Financial Group, are less than 2%, respectively. Activities on the Board of Directors and committees By leveraging his broad experience as a senior executive and deep insight about the environment, society and corporate governance, as the Chairperson of the Nominating Committee he led discussions on the composition of the Board of Directors of Mizuho Financial Group and its subsidiaries, and other matters, with the aim of enhancing the group’s overall governance. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions
Slide 14 — on topics such as the importance of effectively communicating, both internally and externally,
on topics such as the importance of effectively communicating, both internally and externally, Mizuho Financial Group’s strategy-based competitive advantage, and establishing effective reporting lines for internal control. Brief personal record (major concurrent office indicated in bold) December 1974 Joined Mitsubishi Chemical Industries Corporation (current Mitsubishi Chemical Corporation) April 2005 Managing Executive Officer of Mitsubishi Chemical Corporation April 2007 Representative Director, Member of the Board, President of Mitsubishi Chemical Holdings Corporation* Representative Director, Member of the Board, President and Chief Executive Officer, of Mitsubishi Chemical Corporation June 2012 Outside Director of Tokyo Electric Power Co., Inc. (until March 2015) April 2015 Chairperson, Japan Association of Corporate Executives (until April 2019) June 2015 Member of the Board, Chairperson of Mitsubishi Chemical Holdings Corporation* September 2015 Outside Director of Toshiba Corporation (until July 2020) June 2018 Chairperson of Board of Directors, Outside Director of Toshiba Corporation (until July 2020) June 2020 Member of the Board of Directors (Outside Director) of Mizuho Financial Group (current) June 2021 Member of the Board of Mitsubishi Chemical Holdings Corporation* (until June 2022) Chairman of the Board of Directors of Tokyo Electric Power Company Holdings, Inc. (current) * Current Mitsubishi Chemical Group Corporation
Slide 15 — Takashi Tsukioka
Candidate No. 2 Takashi Tsukioka Reappointment / Independent Outside Director Date of birth May 15, 1951 (Age 74) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Member of the Nominating Committee Chairperson of the Compensation Committee Member of the IT / Digital Transformation Committee Member of the Human Resources Review Meeting Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 2,251 shares Potential number of additional shares of common stock to be held: 5,190 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024)2 The Board of Directors: 13/13 meetings (100%) The Nominating Committee: 10/10 meetings (100%) The Compensation Committee: 7/7 meetings (100%) The Audit Committee: 5/5 meetings (100%) The IT / Digital Transformation Committee: 6/6 meetings (100%) The Human Resources Review Meeting: 4/4 meetings (100%) Term in office as a director 4 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles As he has served as Representative Director, President and Chief Executive Officer, and Representative Director and Chairperson of Idemitsu Kosan Co.,Ltd. and President of the Petroleum Association of Japan, he has, as a senior executive of a global corporation in the energy industry, extensive experience concerning transformation through corporate mergers and other means, risk management such as crisis management, and employee engagement with individuals holding diverse values. He also has extensive knowledge and expertise pertaining to sustainability, including renewable energy initiatives. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management. Candidate’s independence He satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. The business relationship between Idemitsu Kosan Co.,Ltd., where he serves as Honorary Advisor, and the group does not affect his independence, for reasons including that (i) the percentage of sales gained through the business with the group of the consolidated net sales of Idemitsu Kosan Co.,Ltd., and (ii) the percentage of gross profits gained through the business with group companies of Idemitsu Kosan Co.,Ltd. of the consolidated gross profits of Mizuho Financial Group, are less than 2%, respectively. Activities on the Board of Directors and committees By leveraging his extensive experience as a senior executive and deep insight in organizational management, as the Chairperson of the Compensation Committee he led discussions on the appropriateness and the ideal structure of the executive compensation system, as well as the assessment method of Incentive Compensation, and the like, taking into account the business environment of Mizuho Financial Group and economic trends, etc. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on improving engagement of employees both in Japan and overseas, as well as on internal and external communication as part of brand strategies.
Slide 16 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) April 1975 Joined Idemitsu Kosan Co.,Ltd. June 2007 Executive Officer and General Manager of Supply & Logistics Department of Idemitsu Kosan Co.,Ltd. June 2008 Managing Executive Officer and General Manager of Supply & Logistics Department of Idemitsu Kosan Co.,Ltd. June 2009 Director and General Manager of Supply & Logistics Department of Idemitsu Kosan Co.,Ltd. June 2010 Managing Director and Managing Executive Officer and General Manager of Corporate Planning Department of Idemitsu Kosan Co.,Ltd. April 2011 Managing Director of Idemitsu Kosan Co.,Ltd. June 2012 Executive Vice President and Representative Director of Idemitsu Kosan Co.,Ltd. June 2013 Representative Director, President and Chief Executive Officer of Idemitsu Kosan Co.,Ltd. April 2018 Chairperson and Representative Director of Idemitsu Kosan Co.,Ltd. June 2020 Special Advisor of Idemitsu Kosan Co.,Ltd. June 2021 Member of the Board of Directors (Outside Director) of Mizuho Financial Group (current) June 2022 Honorary Advisor of Idemitsu Kosan Co.,Ltd. (current) June 2023 Outside Director of Mitsui-Soko Holdings Co.,Ltd. (current)
Slide 17 — Kotaro Ohno
Candidate No. 3 Kotaro Ohno Reappointment / Independent Outside Director Date of birth April 1, 1952 (Age 73) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Member of the Nominating Committee Member of the Audit Committee Member of the Human Resources Review Meeting Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 0 shares Potential number of additional shares of common stock to be held: 2,040 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 13/13 meetings (100%) The Nominating Committee: 10/10 meetings (100%) The Audit Committee: 18/18 meetings (100%) The Human Resources Review Meeting: 4/4 meetings (100%) Term in office as a director 2 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He has served in positions such as Vice-Minister of Justice, Superintending Prosecutor and Prosecutor-General, and he is currently active as an attorney-at-law. In addition, having served as the chairperson of the nominating committee and the audit committee as an outside director of other companies, he has extensive knowledge and expertise in organizational management and corporate governance as well as expertise in legal affairs and crisis management. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors from a perspective independent from that of the management. Candidate’s independence He satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. The relationship between him, as attorney-at-law, and the group does not affect his independence, for reasons that he has not received any money or proprietary benefit from the group, and, although he has served as an advisor of Atsumi & Sakai, he has not been involved in its management. Activities on the Board of Directors and committees By leveraging his extensive experience in the legal profession and his deep insight and expertise in organizational management and corporate governance, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on the ideal structure of the evaluation of employees, taking into account the Purpose and Values; on the need for personnel exchanges between internal audit departments and other departments; on approaches to AI Initiatives Policy; and on improving engagement of employees who support business areas, including those in administrative and IT & Systems departments.
Slide 18 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) April 1976 Appointed as Public Prosecutor July 2009 Vice-Minister of Justice August 2011 Superintending Prosecutor at Sendai High Public Prosecutors Office July 2012 Superintending Prosecutor at Tokyo High Public Prosecutors Office July 2014 Prosecutor-General November 2016 Registered as lawyer Special Counsel of Mori Hamada & Matsumoto (until December 2022) May 2017 Outside Director of AEON Co., Ltd. (until May 2023) June 2017 Outside Audit & Supervisory Board Member of ITOCHU Corporation (until June 2021) Outside Audit & Supervisory Board Member of Komatsu Ltd. (until June 2025 (planned)) January 2023 Advisor of Atsumi & Sakai (current) June 2023 Member of the Board of Directors (Outside Director) of Mizuho Financial Group (current)
Slide 19 — Hiromichi Shinohara
Candidate No. 4 Hiromichi Shinohara Reappointment / Independent Outside Director Date of birth March 15, 1954 (Age 71) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Member of the Nominating Committee Chairperson of the IT / Digital Transformation Committee Member of the Human Resources Review Meeting Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 0 shares Potential number of additional shares of common stock to be held: 2,040 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 13/13 meetings (100%) The Nominating Committee: 10/10 meetings (100%) The IT / Digital Transformation Committee: 6/6 meetings (100%) The Human Resources Review Meeting: 4/4 meetings (100%) Term in office as a director 2 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles In addition to having served as CTO, CISO, Senior Executive Vice President and Chairman of the Board (Kaicho) and Chairman of the Board of Directors of Nippon Telegraph and Telephone Corporation, as well as Vice Chair of Keidanren (Japan Business Federation) and member of the Council for Science, Technology and Innovation of the Cabinet Office, currently he is actively performing the role of Chair of Committee on Digital Economy of Keidanren. Through his extensive experience as a top executive in corporate management and research and development, he has expert knowledge in corporate governance and technology, as well as a high level of expertise in human resource development, and the creation of a sustainable society through the use of technology. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management. Candidate’s independence He satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. The business relationship between Nippon Telegraph and Telephone Corporation, where he serves as Executive Advisor, and the group does not affect his independence, for reasons including that (i) the percentage of sales gained through the business with the group of the consolidated net sales of Nippon Telegraph and Telephone Corporation, and (ii) the percentage of gross profits gained through the business with group companies of Nippon Telegraph and Telephone Corporation of the consolidated gross profits of Mizuho Financial Group, are less than 2%, respectively.
Slide 20 — Activities on the Board of Directors and committees
Activities on the Board of Directors and committees By leveraging his extensive experience as a senior executive and his deep insight into technology, as the Chairperson of the IT / Digital Transformation Committee he led discussions on promoting DX, on IT reforms, on policies for important IT projects, on system risk management and on cybersecurity structure and other matters. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on the need for cross-departmental collaboration between business and IT & Systems areas, as well as for the maintenance of data aimed at business strategies; and on establishing plans to ensure the effectiveness of IT and DX. Brief personal record (major concurrent office indicated in bold) April 1978 Joined Nippon Telegraph and Telephone Public Corporation (current Nippon Telegraph and Telephone Corporation) June 2009 Senior Vice President, Head of Research and Development Planning, Member of the Board of Nippon Telegraph and Telephone Corporation June 2012 Executive Vice President, Head of Research and Development Planning, Member of the Board of Nippon Telegraph and Telephone Corporation June 2014 Senior Executive Vice President, Head of Research and Development Planning, Representative Member of the Board of Nippon Telegraph and Telephone Corporation June 2018 Chairman of the Board of Nippon Telegraph and Telephone Corporation June 2021 Outside Director of Yamaha Corporation (current) June 2022 Executive Advisor of Nippon Telegraph and Telephone Corporation (current) June 2023 Member of the Board of Directors (Outside Director) of Mizuho Financial Group (current)
Slide 21 — Yumiko Noda
Candidate No. 5 Yumiko Noda Reappointment / Independent Outside Director Date of birth January 26, 1960 (Age 65) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Member of the Compensation Committee Member of the Risk Committee Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 0 shares Potential number of additional shares of common stock to be held: 2,040 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 13/13 meetings (100%) The Compensation Committee: 7/7 meetings (100%) The Risk Committee: 7/7 meetings (100%) Term in office as a director 2 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles After having worked at financial institutions and consulting firms, and having served as Deputy Mayor of Yokohama City, she has been actively performing the roles of President and Representative Director, Chairman and Representative Director of Veolia Japan GK and Vice Chair of Keidanren. She has demonstrated leadership in such diverse organizations as above, and, through her extensive experience as a senior executive of a global corporation in the environmental services business, she has a wealth of experience and knowledge in sustainability and deep insight in financial fields, including PFI. We propose to appoint her as an outside director based on our conclusion that she will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors, from a perspective independent from that of the management. Candidate’s independence She satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. The business relationship between Veolia Japan GK, where she holds concurrent office, and the group does not affect her independence, for reasons including that (i) the percentage of sales gained through the business with the group of the consolidated net sales of Veolia Japan GK, and (ii) the percentage of gross profits gained through the business with group companies of Veolia Japan GK of the consolidated gross profits of Mizuho Financial Group, are less than 2%, respectively. Activities on the Board of Directors and committees By leveraging her extensive experience as a senior executive and her deep insight in the fields of finance and sustainability at the Board of Directors meetings, she appropriately performed supervisory functions by, among other things, providing opinions and suggestions on the need to establish a unique competitive advantage based on the Purpose, to cultivate a culture of taking on challenges in light of the results of the staff survey and to raise employee awareness through messages from executives, as well as on the importance of diverse perspectives in the area of sustainability and the importance of communication with investors.
Slide 22 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) April 1982 Joined Bank of America, Tokyo Branch March 1996 Deputy General Manager and Head of Structured Finance of the Long-Term Credit Bank of Japan, London Branch January 2000 Partner of PricewaterhouseCoopers Financial Advisory Services (current PwC Advisory LLC) June 2007 Deputy Mayor of Yokohama City January 2011 Partner, Head of PPP and Infrastructure of PwC Advisory Co., Ltd (current PwC Advisory LLC) October 2017 President and Representative Director of Veolia Japan K.K. (current Veolia Japan GK) June 2020 Chairman and Representative Director of Veolia Japan K.K. (current Veolia Japan GK) (until June 2025 (planned)) June 2021 Outside Director of Idemitsu Kosan Co.,Ltd. (until June 2024) Outside Director of Benesse Holdings, Inc. (until June 2024) June 2023 Member of the Board of Directors (Outside Director) of Mizuho Financial Group (current) June 2024 Outside Director of East Japan Railway Company (current) Outside Director of Sumitomo Chemical Company, Limited (current) June 2025 Chairman and Director of Veolia Japan GK (planned)
Slide 23 — Takakazu Uchida
Candidate No. 6 Takakazu Uchida Reappointment / Independent Outside Director Date of birth September 24, 1960 (Age 64) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Member of the Compensation Committee Member of the Audit Committee Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 749 shares Potential number of additional shares of common stock to be held: 660 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024)2 The Board of Directors: 10/10 meetings (100%) The Compensation Committee: 6/6 meetings (100%) The Audit Committee: 13/13 meetings (100%) Term in office as a director 1 year (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles Having served, among others, as Chief Financial Officer and Representative Director, Executive Vice President of Mitsui & Co., Ltd., as well as a Governor of the Government Pension Investment Fund, he has extensive experience in, and has deep insight on fields such as the corporate governance of a global corporation which has a diverse business portfolio, finance and risk management, and financial business. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other matters, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors from a perspective independent from that of the management. Candidate’s independence He satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. Activities on the Board of Directors and committees By leveraging his extensive experience as a CFO of a global corporation and his deep insight in corporate governance, finance and risk management, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on topics such as the enhancement of governance systems in and outside Japan, capital management, including in respect of Mizuho Financial Group’s shareholder return policy, the optimization of operations associated with the reorganization of group companies, the medium- to long-term need to establish a unique brand, and business continuity policies in light of the external business environment.
Slide 24 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) April 1983 Joined Mitsui & Co., Ltd. April 2014 Managing Officer, General Manager, Finance Div. of Mitsui & Co., Ltd. April 2017 Executive Managing Officer, General Manager, Finance Div. of Mitsui & Co., Ltd. April 2018 Executive Managing Officer, Chief Financial Officer of Mitsui & Co., Ltd. June 2018 Representative Director, Executive Managing Officer, Chief Financial Officer of Mitsui & Co., Ltd. April 2019 Representative Director, Senior Executive Managing Officer, Chief Financial Officer of Mitsui & Co., Ltd. April 2020 Representative Director, Executive Vice President, Chief Financial Officer of Mitsui & Co., Ltd. July 2020 Governor of Government Pension Investment Fund (until February 2024) April 2021 Member of Expert Panel on JFSA's Policy Evaluations (current) April 2022 Director of Mitsui & Co., Ltd. June 2022 Counselor of Mitsui & Co., Ltd. (until June 2024) July 2022 Vice Chair and Public Board Member of Self-Regulation Board of Japan Securities Dealers Association (until June 2024) June 2024 Member of the Board of Directors (Outside Director) of Mizuho Financial Group (current) * Outside Director of Tokyo Electric Power Company Holdings, Inc. (the proposal for his election is scheduled to be submitted to the ordinary general meeting of shareholders of Tokyo Electric Power Company Holdings, Inc. to be held in June 2025)
Slide 25 — Masahiko Tezuka
Candidate No. 7 Masahiko Tezuka New appointment / Independent Outside Director Date of birth August 18, 1961 (Age 63) Current title and assignment at Mizuho Financial Group — Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 814 shares Potential number of additional shares of common stock to be held: 1,750 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) — Term in office as a director — (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He has served in positions such as an executive board member of Tohmatsu & Co. (current Deloitte Touche Tohmatsu LLC) and Chairman and President of the Japanese Institute of Certified Public Accountants, and he is currently active as a certified public accountant. In addition, having served as CEO of Japan Foundation for Accounting Education and Learning, he has high level of expertise in finance and accounting, risk management, and internal control. We propose to appoint him as an outside director based on our conclusion that he will be able to significantly contribute to, among other things, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors from a perspective independent from that of the management. Candidate’s independence He satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. With respect to the relationship between him, as a certified public accountant, and the group, he has not received any money or proprietary benefit from the group other than executive compensation. Since June 2023, he has been an outside director (Audit & Supervisory Committee member) of Mizuho Bank, Ltd. and receives the prescribed remuneration for serving as an outside director; however, such relationship between him and the group does not affect his independence.
Slide 26 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) October 1986 Joined Chuo Audit Corporation March 1990 Registered as a Certified Public Accountant (CPA) October 2005 Executive board member of ChuoAoyama Audit Corporation May 2006 COO of ChuoAoyama Audit Corporation October 2007 Partner, executive board member of Tohmatsu & Co. (current Deloitte Touche Tohmatsu LLC) July 2016 Executive board member of the Japanese Institute of Certified Public Accountants (JICPA) July 2019 Chairman and President of JICPA CEO of Japan Foundation for Accounting Education and Learning (current) May 2022 Auditor of Japan Association of Corporate Directors (current) July 2022 Chair of Councillors of Financial Accounting Standards Foundation (current) Advisor of JICPA (current) December 2022 Advisor of Kagayaki Holdings, Inc. June 2023 Outside Director (Audit & Supervisory Committee Member) of BK (until June 2025 (planned)) September 2023 Outside Auditor of Kagayaki Holdings, Inc. (current) June 2024 Outside Audit & Supervisory Board Member of Idemitsu Kosan Co., Ltd. (current) Definition: BK: Mizuho Bank, Ltd.
Slide 27 — Yuki Ikuno
Candidate No. 8 Yuki Ikuno New appointment / Independent Outside Director Date of birth October 6, 1963 (Age 61) Current title and assignment at Mizuho Financial Group — Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 0 shares Potential number of additional shares of common stock to be held: 0 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) — Term in office as a director — (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles She has worked for over 30 years at foreign financial institutions, engaging in various operations related to financial and capital markets, including structured finance. She is currently a Visiting Associate Professor of Hitotsubashi University Business School. She has deep insight in the areas of finance and global business. We propose to appoint her as an outside director based on our conclusion that she will be able to significantly contribute to, among other things, increasing the effectiveness of both the decision-making and supervisory functions of the Board of Directors from a perspective independent from that of the management. Candidate’s independence She satisfies the Independence Standards of Outside Directors of Mizuho Financial Group established by Mizuho Financial Group. Brief personal record (major concurrent office indicated in bold) April 1986 Joined Salomon Brothers Asia Ltd., Tokyo Branch (current Citigroup Global Markets Japan Inc.) September 1994 Joined Bankers Trust Asia Ltd., Tokyo Branch (current Deutsche Securities Japan Co., Ltd.) January 1996 Managing Director of Bankers Trust Asia Ltd., Tokyo Branch July 1999 Joined Deutsche Securities Limited, Tokyo Branch (current Deutsche Securities Inc.) Managing Director of Fixed Income Division, Deutsche Securities Limited, Tokyo Branch (until October 2006) May 2007 Joined UBS Securities Japan Ltd., Tokyo Branch (current UBS Securities Japan Co., Ltd.) Managing Director of Investment Banking Division, UBS Securities Japan Ltd., Tokyo Branch (until April 2017) May 2020 Visiting Lecturer of MBA program, Hitotsubashi University Business School, School of International Corporate Strategy November 2022 Visiting Associate Professor of MBA program, Hitotsubashi University Business School, School of International Corporate Strategy (current) March 2023 Outside Director of Nisshinbo Holdings Inc. (current)
Slide 28 — Seiji Imai
Candidate No. 9 Seiji Imai Reappointment / Non-Executive Director Date of birth June 25, 1962 (Age 62) Current title and assignment at Mizuho Financial Group Chairperson (Kaicho), Member of the Board of Directors Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 51,430 shares Potential number of additional shares of common stock to be held: 62,033 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 12/13 meetings (92%) Term in office as a director 4 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in corporate banking business (with large corporations), international business, investment banking business, business promotion and other matters as a member of the group since 1986. He has served as Chairperson (Kaicho), Member of the Board of Directors of Mizuho Financial Group since April 2022, after having served in positions such as General Manager of Corporate Banking Department No.12, General Manager of Seoul Branch, Head of Asia & Oceania of Mizuho Bank, Ltd., Head of Global Corporate Company and Head of Corporate & Institutional Company of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies of large corporations and global corporations, including ESG, and business challenges. He also has overall planning and organizational leadership skills backed by a wealth of management experience. We have appointed him as a candidate for director because the utilization of his experience and expert knowledge, as a member of the Board of Directors and from the standpoint of a director who does not concurrently serve as an executive officer, is expected to increase the effectiveness of both the decision-making and supervisory functions of the Board of Directors. Brief personal record (major concurrent office indicated in bold) April 2014 Executive Officer, General Manager of Seoul Branch of BK April 2016 Managing Executive Officer, Head of Asia & Oceania of Mizuho Financial Group Managing Executive Officer, Head of Asia & Oceania of BK April 2018 Senior Managing Executive Officer, Head of Global Corporate Company of Mizuho Financial Group (until April 2020) April 2019 Deputy President & Executive Officer of BK April 2020 Senior Managing Executive Officer, Head of Corporate & Institutional Company and Head of Global Products Unit of Mizuho Financial Group April 2021 Deputy President & Corporate Executive, Head of Corporate & Institutional Company and Head of Global Corporate Company of Mizuho Financial Group (Member of the Board of Directors and Deputy President & Corporate Executive from June 2021) April 2022 Chairperson (Kaicho), Member of the Board of Directors (current) Definition: BK: Mizuho Bank, Ltd.
Slide 29 — Candidate No. 10 Hisaaki Hirama
Candidate No. 10 Hisaaki Hirama Reappointment / Non-Executive Director Date of birth December 26, 1962 (Age 62) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Member of the Audit Committee Chairperson of the Risk Committee Member of the IT / Digital Transformation Committee Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 24,698 shares Potential number of additional shares of common stock to be held: 25,489 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 13/13 meetings (100%) The Audit Committee: 18/18 meetings (100%) The Risk Committee: 7/7 meetings (100%) The IT / Digital Transformation Committee: 6/6 meetings (100%) Term in office as a director 6 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He is well-acquainted with the overall business, and has abundant business experience, having been engaged in accounting, business promotion, internal audits and other matters as a member of the group since 1986. He has served as member of the Board of Directors, member of the Audit Committee and Chairperson of the Risk Committee of Mizuho Financial Group since June 2019, after having served in positions such as General Manager of Accounting Department of Mizuho Financial Group, General Manager of Marunouchi-Chuo Branch Division No.1, General Manager of Nagoya Corporate Branch and Head of Internal Audit Group of Mizuho Bank, Ltd. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, financial control, accounting and various risk management. He also has overall planning and organizational leadership skills backed by a wealth of management experience. We have appointed him as a candidate for director because the utilization of his experience and expert knowledge, as a member of the Board of Directors and from the standpoint of a director who does not concurrently serve as an executive officer, is expected to increase the effectiveness of both the decision-making and supervisory functions of the Board of Directors. He has considerable expert knowledge concerning finance and accounting, which he gained through his abundant experiences and career as General Manager of Accounting Department of Mizuho Financial Group, General Manager of Accounting Department of Mizuho Bank, Ltd. and member of the Audit Committee of Mizuho Financial Group. Brief personal record (major concurrent office indicated in bold) April 2014 Executive Officer, General Manager of Marunouchi-Chuo Branch Division No.1 of BK April 2015 Executive Officer, General Manager of Nagoya Corporate Branch of BK April 2017 Managing Executive Officer, Head of Internal Audit Group of BK April 2019 Advisor to Audit Committee of Mizuho Financial Group June 2019 Member of the Board of Directors of Mizuho Financial Group (current) Definition: BK: Mizuho Bank, Ltd.
Slide 30 — Masahiro Kihara
Candidate No. 11 Masahiro Kihara Reappointment / Executive Director Date of birth August 21, 1965 (Age 59) Current title and assignment at Mizuho Financial Group Member of the Board of Directors President & Group CEO (Representative Corporate Executive) Chairperson of the Human Resources Review Meeting Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 20,351 shares Potential number of additional shares of common stock to be held: 79,037 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024) The Board of Directors: 13/13 meetings (100%) The Human Resources Review Meeting: 4/4 meetings (100%) Term in office as a director 3 years (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in corporate planning, financial planning, risk management, investment banking business, markets business and other matters as a member of the group since 1989. He has served as President & Group CEO of Mizuho Financial Group since February 2022, after having served in positions such as Project Manager of Risk Governance Enhancement Project Team of Mizuho Financial Group, General Manager of Risk Management Department, General Manager of Financial Planning Department, Head of Financial Control & Accounting Group, Head of Strategic Planning Group of Mizuho Securities Co., Ltd. and Head of Global Products Unit of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies, business management and internal control. He also has overall planning and organizational leadership skills backed by a wealth of management experience. We have appointed him as a candidate for director based on the role delegated to him as the head of business execution and because the utilization of his experience and expert knowledge as a member of the Board of Directors is expected to increase the effectiveness of both the decision-making and supervisory functions of the Board of Directors.
Slide 31 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) January 2014 Project Manager of Risk Governance Enhancement Project Team of Mizuho Financial Group April 2017 Executive Officer, General Manager of Risk Management Department of SC April 2018 Executive Officer, General Manager of Financial Planning Department of SC April 2019 Executive Officer, Joint Head of Financial Control & Accounting Group and Joint Head of Global Finance of SC April 2020 Managing Executive Officer, Deputy Head of Strategic Planning Group and Deputy Head of Financial Control & Accounting Group of Mizuho Financial Group Managing Executive Officer, Head of Strategic Planning Group, Head of Financial Control & Accounting Group, In Charge of Markets, Strategic Intelligence Dept. until October 2020 and Head of Global Finance of SC April 2021 Senior Managing Corporate Executive*, Head of Global Products Unit, Deputy Head of Corporate & Institutional Company and Deputy Head of Global Corporate Company of Mizuho Financial Group Managing Executive Officer, Head of Global Corporate Division and Head of Global Products Unit of BK * Senior Executive Officer from July 2021 due to the integration of executive titles February 2022 President & Group CEO and Head of Global Products Unit of Mizuho Financial Group Member of the Board of Directors of BK (until April 2024) Member of the Board of Directors of TB (current) Member of the Board of Directors of SC (current) April 2022 President & Group CEO of Mizuho Financial Group (Concurrently, Member of the Board of Directors and President & Group CEO from June 2022) (current) Definitions: BK: Mizuho Bank, Ltd. TB: Mizuho Trust & Banking Co., Ltd. SC: Mizuho Securities Co., Ltd.
Slide 32 — Candidate No. 12 Hidekatsu Take
Candidate No. 12 Hidekatsu Take Reappointment / Executive Director Date of birth November 20, 1964 (Age 60) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Deputy President & Corporate Executive (Representative Corporate Executive) Head of Global Corporate & Investment Banking Company and In Charge of Specially Assigned Matters Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 24,877 shares Potential number of additional shares of common stock to be held: 36,502 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024)2 The Board of Directors: 10/10 meetings (100%) Term in office as a director 1 year (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in international business, corporate planning, business promotion and other matters as a member of the group since 1988. He has served as Head of Global Corporate Company (currently Head of Global Corporate & Investment Banking Company) since the fiscal year 2022, after having served in positions such as General Manager of Strategic Planning Division of Mizuho Financial Group, Joint Head of the Americas of Mizuho Bank, Ltd., Head of Asia & Oceania of Mizuho Financial Group, Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of Mizuho Bank, Ltd. and Head of Corporate & Institutional Company of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies on a global basis and business management. He also has overall planning and organizational leadership skills backed by a wealth of management experience. We have appointed him as a candidate for director based on the role delegated to him as Assistant to Head of Business Execution and Head of Global Corporate & Investment Banking Company and because the utilization of his experience and expert knowledge as a member of the Board of Directors is expected to increase the effectiveness of both the decision-making and supervisory functions of the Board of Directors.
Slide 33 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) April 2016 Executive Officer, Joint Head of Americas of BK April 2018 Managing Executive Officer, Head of Asia & Oceania of Mizuho Financial Group Managing Executive Officer, Head of Asia & Oceania of BK April 2021 Managing Executive Officer, In Charge of Corporate Banking of BK May 2021 Managing Executive Officer, Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of BK April 2022 Senior Executive Officer, Head of Corporate & Institutional Company and Head of Global Corporate Company of Mizuho Financial Group April 2023 Senior Executive Officer, Head of Global Corporate & Investment Banking Company and In Charge of Specially Assigned Matters of Mizuho Financial Group (current) Managing Executive Officer, Head of Global Corporate & Investment Banking Division of BK (current) April 2024 Deputy President & Senior Executive Officer, Head of Global Corporate & Investment Banking Company and In Charge of Specially Assigned Matters of Mizuho Financial Group (Concurrently, Member of the Board of Directors and Deputy President & Senior Executive Officer from June 2024) April 2025 Member of the Board of Directors, Deputy President & Corporate Executive, Head of Global Corporate & Investment Banking Company and In Charge of Specially Assigned Matters of Mizuho Financial Group (current) Definitions: BK: Mizuho Bank, Ltd.
Slide 34 — Candidate No. 13 Mitsuhiro Kanazawa
Candidate No. 13 Mitsuhiro Kanazawa Reappointment / Executive Director Date of birth November 22, 1967 (Age 57) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Senior Managing Corporate Executive Group CIO Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 8,601 shares Potential number of additional shares of common stock to be held: 27,545 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024)2 The Board of Directors: 10/10 meetings (100%) Term in office as a director 1 year (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in corporate planning, risk management, international business, business promotion and other matters as a member of the group since 1990. He has served as Group CIO of Mizuho Financial Group since the fiscal year 2024, after having served in positions such as General Manager of Americas Department and In charge of Credit of Mizuho Bank Co., Ltd., General Manager of Risk Management Department, Deputy Head of Strategic Planning Group, Co-Head of IT & Systems Group and Group CPrO of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, internal and external risk governance and IT strategies. He also has overall planning and organizational leadership skills backed by a wealth of management experience. We have appointed him as a candidate for director based on the role delegated to him as Group CIO and because the utilization of his experience and expert knowledge as a member of the Board of Directors is expected to increase the effectiveness of both the decision- making and supervisory functions of the Board of Directors.
Slide 35 — Brief personal record (major concurrent office indicated in bold)
Brief personal record (major concurrent office indicated in bold) April 2019 Executive Officer, In charge of Credit of Global Corporate Department of BK April 2020 Executive Officer General Manager, Risk Management Department of Mizuho Financial Group Executive Officer General Manager, Risk Management Department of BK March 2021 Executive Officer, In Charge of Specific Business, Strategic Planning Group of Mizuho Financial Group Executive Officer, In Charge of Specific Business, Strategic Planning Group of BK April 2021 Managing Executive Officer, In Charge of Specific Business, Strategic Planning Group of Mizuho Financial Group Managing Executive Officer, In Charge of Specific Business, Strategic Planning Group of BK July 2021 Group Executive Officer, Deputy Head of Strategic Planning Group of Mizuho Financial Group Managing Executive Officer, Deputy Head of Strategic Planning Group of BK April 2022 Senior Executive Officer, Co-Head of IT & Systems Group of Mizuho Financial Group April 2023 Senior Executive Officer, Group Co-Chief Information Officer and Group Chief Process Officer of Mizuho Financial Group April 2024 Senior Executive Officer, Group Chief Information Officer of Mizuho Financial Group Managing Executive Officer, Chief Information Officer of BK (current) Director of RT (current) June 2024 Member of the Board of Directors and Senior Executive Officer*, Group Chief Information Officer of Mizuho Financial Group (current) * Member of the Board of Directors and Senior Managing Corporate Executive from April 2025 Definitions: BK: Mizuho Bank, Ltd. RT: Mizuho Research & Technologies, Ltd.
Slide 36 — Candidate No. 14 Takefumi Yonezawa
Candidate No. 14 Takefumi Yonezawa Reappointment / Executive Director Date of birth December 10, 1970 (Age 54) Current title and assignment at Mizuho Financial Group Member of the Board of Directors Senior Managing Corporate Executive Group CFO and General Manager of International Accounting Standards Project Team Number of Mizuho Financial Group shares held1 Number of shares of Mizuho Financial Group’s common stock currently held: 2,821 shares Potential number of additional shares of common stock to be held: 8,103 shares Attendance at meetings of the Board of Directors and committees (Fiscal year 2024)2 The Board of Directors: 10/10 meetings (100%) Term in office as a director 1 year (as of the closing of this Ordinary General Meeting of Shareholders) Reason for appointment and summary of expected roles He is well-acquainted with the overall business, and has abundant business experience, having been engaged in accounting, industry research, financial planning and other matters as a member of the group since 1993. He has served as Group CFO of Mizuho Financial Group since the fiscal year 2023, after having served in positions such as General Manager of Financial Planning Department and Deputy Head of Financial Control & Accounting Group of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies and financial strategies that take into account economic, social and industry trends. He also has overall planning and organizational leadership skills backed by a wealth of management experience. We have appointed him as a candidate for director based on the role delegated to him as Group CFO and because the utilization of his experience and expert knowledge as a member of the Board of Directors is expected to increase the effectiveness of both the decision- making and supervisory functions of the Board of Directors. Brief personal record (major concurrent office indicated in bold) April 2019 General Manager, Financial Planning Department of Mizuho Financial Group July 2021 Operating Officer, General Manager of Financial Planning Department of Mizuho Financial Group April 2022 Operating Officer, Deputy Head of Financial Control & Accounting Group and Project Manager of International Accounting Standards Project Team of Mizuho Financial Group April 2023 Senior Executive Officer, Group Chief Financial Officer (Group CFO) and General Manager of International Accounting Standards Project Team of Mizuho Financial Group Managing Executive Officer, Chief Financial Officer (CFO) and Project Manager of International Accounting Standards Project Team of BK (current) Managing Executive Officer, Chief Financial Officer (CFO) and Project Manager of International Accounting Standards Project Team of TB (current) June 2024 Member of the Board of Directors and Senior Executive Officer*, Group Chief Financial Officer (Group CFO) and General Manager of International Accounting Standards Project Team of Mizuho Financial Group (current) * Member of the Board of Directors and Senior Managing Corporate Executive from April 2025 Definitions: BK: Mizuho Bank, Ltd. TB: Mizuho Trust & Banking Co., Ltd.
Slide 37 — (Notes) 1.
(Notes) 1. For reference, “potential number of additional shares of common stock” refers to the number of shares that are scheduled to be delivered equivalent to the stock ownership points granted by the stock compensation system. 2. With respect to Messrs. Takakazu Uchida, Hidekatsu Take, Mitsuhiro Kanazawa and Takefumi Yonezawa, the stated attendance at the meetings of the Board of Directors and the Committees is for those meetings that were held during the fiscal year 2024, after their appointment as directors of Mizuho Financial Group in June 2024. In addition, with respect to Mr. Takashi Tsukioka, the stated attendance at the meetings of the Audit Committee is for those meetings that were held during his term of office as a member of the Audit Committee from April 2024 to June 2024. 3. The former Mizuho Bank, Ltd. and the former Mizuho Corporate Bank, Ltd. conducted a merger on July 1, 2013, whereby the former Mizuho Corporate Bank, Ltd. was the surviving company in an absorption-type merger and the former Mizuho Corporate Bank, Ltd. changed its trade name to Mizuho Bank, Ltd. 4. Messrs. Seiji Imai and Hisaaki Hirama are the candidates for non-executive director who do not concurrently serve as executive officers, employees or executive directors of Mizuho Financial Group or its subsidiaries. 5. Messrs. Yoshimitsu Kobayashi, Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara, Takakazu Uchida and Masahiko Tezuka and Mses. Yumiko Noda and Yuki Ikuno satisfy the Independence Standards of Outside Directors of Mizuho Financial Group. Six (6) candidates of the above eight (8) candidates, except Mr. Masahiko Tezuka and Ms. Yuki Ikuno, are “independent directors,” as defined by the Tokyo Stock Exchange, Inc., for the current period. Mr. Masahiko Tezuka and Ms. Yuki Ikuno are also scheduled to be notified to the Tokyo Stock Exchange, Inc. as “independent directors”. 6. Liability Limitation Agreement Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, we have entered into liability limitation agreements with six (6) candidates for outside director—namely Messrs. Yoshimitsu Kobayashi, Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara and Takakazu Uchida and Ms. Yumiko Noda —which limit the liability provided for in Article 423, Paragraph 1 of the Companies Act to the greater of either (i) JPY 20 million or (ii) the amount prescribed by laws and regulations, provided that such outside director acts bona fide and without gross negligence in performing his or her duty. We intend to continue with similar liability limitation agreements with each candidate for outside director, i.e., the above six (6) candidates, and to execute a similar liability limitation agreement with Mr. Masahiko Tezuka and Ms. Yuki Ikuno, upon their appointment at this Ordinary General Meeting of Shareholders. 7. Directors and officers liability insurance contract Mizuho Financial Group has entered into a directors and officers liability insurance contract with an insurance company. If a claim for damages is made due to an act conducted by the insured based on his/her status as a director or an executive officer of Mizuho Financial Group as defined in the Companies Act, Mizuho Financial Group shall indemnify the insured from any damages, litigation expenses or other expenses incurred by the insured under such insurance contract. Provided, however, that if the insured (i) obtains illicit profits or benefits, (ii) intentionally violates laws and regulations or (iii) recognizes,
Slide 38 — before the commencement of the insurance period, a situation where a claim
before the commencement of the insurance period, a situation where a claim for damages may be made, the indemnity coverage shall not apply. In addition, Mizuho Financial Group shall bear all insurance premiums and the insured shall not bear any insurance premiums. If each candidate is elected as a director, he or she will be included in the insureds under such insurance contract. Mizuho Financial Group plans to renew such insurance contract under the same terms during the term of office. 8. If this proposal is adopted, we expect the designation of the Chairperson of the Board of Directors and designation of committee members and the Chairperson of each committee to be as follows: Chairperson of the Board of Directors: Takashi Tsukioka Nominating Committee members: Yoshimitsu Kobayashi (Chairperson), Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara and Takakazu Uchida Compensation Committee members: Takakazu Uchida (Chairperson), Yumiko Noda and Yuki Ikuno Audit Committee members: Kotaro Ohno (Chairperson), Takakazu Uchida, Masahiko Tezuka and Hisaaki Hirama Risk Committee members: Hisaaki Hirama (Chairperson), Yumiko Noda, Yuki Ikuno, Rintaro Tamaki (External Expert) and Hiroshi Naka (External Expert) IT / Digital Transformation Committee members: Hiromichi Shinohara (Chairperson), Masahiko Tezuka, Hisaaki Hirama, Masatsugu Shimono (External Expert) and Keiji Kojima (External Expert) Human Resources Review Meeting members: Masahiro Kihara (Chairperson), Yoshimitsu Kobayashi, Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara and Takakazu Uchida 9. The age of directors indicates their age on their last birthday as of this Ordinary General Meeting of Shareholders. 10. The titles of the candidates who concurrently serve as executive officers are, with respect to the information pertaining to the period until March 31, 2025, based on the former designations used until March 31, 2025, and, with respect to the information pertaining to the period from April 1, 2025, based on the new designations used from April 1, 2025.
Slide 39 — Overview of Independence Standards of Outside Directors of Mizuho Financial Group
Overview of Independence Standards of Outside Directors of Mizuho Financial Group 1. An outside director shall not be an executive director, an executive officer as defined in the Companies Act, an executive officer as defined in our internal regulations or an employee (“a Person Performing an Executive Role”) of Mizuho Financial Group or its current subsidiaries nor have been a Person Performing an Executive Role in the past 10 years prior to his or her appointment, nor shall be a director, an audit & supervisory board member, an audit counselor, an executive officer as defined in the Companies Act, an executive officer as defined in our internal regulations or an employee of a company for which Mizuho Financial Group is a principal shareholder. 2. (1) An outside director shall not be a person or its parent company or material subsidiaries to whom Mizuho Financial Group or its Core Subsidiaries are principal business counterparties nor a Person Performing an Executive Role thereof in the event that the foregoing is a company nor a person who has been a Person Performing an Executive Role thereof within the past three years. (2) An outside director shall not be a person or its parent company or material subsidiaries that is a principal business counterparty of Mizuho Financial Group or its Core Subsidiaries nor a Person Performing an Executive Role thereof in the event that the foregoing is a company nor a person who has been a Person Performing an Executive Role thereof within the past three years. 3. An outside director shall not be a Person Performing an Executive Role of an entity that receives donations or other support, the total amount of which exceeds a specific amount (greater amount of either the three-year average of JPY 10 million per year or 30% of the average annual total expenses) from Mizuho Financial Group or the Core Subsidiaries. 4. An outside director shall not be a Person Performing an Executive Role of a company or its parent company or subsidiaries to which directors are transferred from Mizuho Financial Group or its subsidiaries. 5. An outside director shall not currently be an accounting auditor or a person employed by an accounting auditor of Mizuho Financial Group or its subsidiaries nor has been in charge of the audit of Mizuho Financial Group or its current subsidiaries in such a capacity within the most recent three years. 6. An outside director that is a lawyer, consultant, or other type of specialist shall not receive greater than or equal to JPY 10 million per year on a three-year average from Mizuho Financial Group or the Core Subsidiaries other than compensation for officers nor shall they be employed by an advisory firm such as a law firm, to whom Mizuho Financial Group or the Core Subsidiaries are principal business counterparties. 7. An outside director shall not be a close relative of the directors, executive officers as defined in the Companies Act, executive officers as defined in our internal regulations, or Advisors, Executive Advisors or material employees or others that have a rank similar to an officer (“Person Equivalent to an Officer”; the same applies hereinafter) of Mizuho Financial Group or its current subsidiaries nor close relatives of such directors, executive officers as defined in the Companies Act, executive officers as defined in our internal regulations, or Person Equivalent to an Officer, within the past five years nor a close relative of individuals who satisfy similar standards set forth in the latter part of 1 and in 2, 3, 5 and 6 above (excluding non-material cases). 8. An outside director shall not be a person who is likely to give rise to consistent substantive conflicts of interest in relation to general shareholders of Mizuho Financial Group other than for the reasons considered above. 9. Even in the event that a person does not satisfy items 2 through 7 set forth above, Mizuho Financial Group may appoint as its outside director a person who we believe to be suitable for the position of an outside director with sufficient independence in consideration of such person’s character and insight, provided that we externally provide an explanation as to why we believe such person qualifies as an outside director with sufficient independence. Note: “Core Subsidiaries” refers to Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd. “Principal business counterparties” are determined based on a standard of greater than or equal to 2% of the consolidated annual total sales (consolidated annual gross profits for Mizuho Financial Group) of each of the three fiscal years including the most recent fiscal year.
Slide 40 — Corporate governance system
Reference materials Corporate governance system Mizuho Financial Group has adopted a Company with Three Committees model of corporate governance. By having various committees comprised mainly of outside directors, Mizuho Financial Group is building a corporate governance system that adequately utilizes the points of view of personnel outside of the Company. Basic policy Ensuring the separation of supervision and management Secure the effectiveness of corporate governance by ensuring the separation of supervision and management and making supervision of the management, such as the execution of duties by executive officers (as defined in the Companies Act), the primary focus of the Board of Directors Delegating decisions on business execution to the executive officers (as defined in the Companies Act) to the greatest extent possible Make it possible for the management to make swift and flexible decisions and realize expeditious corporate management by enabling the Board of Directors to delegate decisions regarding business execution to the executive officers (as defined in the Companies Act) to the greatest extent possible Securing independence of management supervision Utilize committees and other forms of oversight, comprised mainly of outside directors who are not members of the management of Mizuho, and secure transparency and fairness in decision-making processes regarding the appointment and dismissal of, and compensation for, the management as well as ensure effective supervision of the management Adopting global standards At the holding company level, actively adopt operations and practices regarding corporate governance that are endorsed globally
Slide 41 — Status of activities of the Board of Directors and various committees in FY2024
Status of activities of the Board of Directors and various committees in FY2024 Board of Directors The Board of Directors supervises directors and executive officers (as defined in the Companies Act) and makes decisions on business execution such as the basic management policy. Chairperson Izumi Kobayashi Main content of discussion In order to establish a competitive advantage to enhance corporate value over the medium- to long-term, we discussed various topics related to areas in which Mizuho should demonstrate its strengths. Major topics Ɣ Current status of and issues regarding business plans and key strategies. Ɣ Status of the initiatives for sustainability. Ɣ Status of the initiatives for digital transformation. Ɣ Status of the initiatives for corporate culture transformation. Ɣ Status of the initiatives for stable business operations. Nominating Committee The Nominating Committee makes decisions on recommendations regarding the appointment and dismissal of directors that are submitted to general meetings of shareholders. Chairperson Yoshimitsu Kobayashi Main content of discussion We discussed, among other issues, the composition of the Board of Directors of Mizuho Financial Group and the Three Core Companies, aiming to enhance the overall governance of the group, and director nomination and appointment. Major topics Ɣ Composition of the Board of Directors of Mizuho Financial Group and the Three Core Companies. Ɣ Succession planning regarding directors and other executives of Mizuho Financial Group and the Three Core Companies. Ɣ Director nomination and appointment of Mizuho Financial Group and the Three Core Companies. Compensation Committee Among other things, the Compensation Committee determines the basic policy for determination of executive compensation and the compensation for each individual director and executive officer (as defined in the Companies Act). Chairperson Takashi Tsukioka Main content of discussion We discussed issues such as the verification and review of the group’s executive compensation system (including compensation levels and composition) in light of, among other factors, the group’s management environment and market research, and the determination of various compensation. Major topics Ɣ The verification and review of the executive compensation system (including compensation levels and composition). Ɣ Incentive Compensation for the fiscal year 2023. Ɣ The compensation for each individual director and executive officer (as defined in the Companies Act). Audit Committee The Audit Committee audits the legality and appropriateness of the execution of duties by directors and executive officers (as defined in the Companies Act). Chairperson Ryoji Sato Main content of discussion We discussed a wide range of topics with the aim of understanding the current status through, among others, on-site inspections of offices in and outside Japan and exchanges of opinions with officers and employees, and verifying the effectiveness of the internal control system. Major topics Ɣ Status of the initiatives for key strategies. Ɣ Financial results and status of key audit items in accounting audits. Ɣ Status of the initiatives for the enhancement of internal control systems.
Slide 42 — Risk Committee
Risk Committee Chairperson Hisaaki Hirama The Risk Committee makes recommendations to the Board of Directors regarding supervision and decisions related to risk governance. Main content of discussion In light of the business environment and market and economic trends, we discussed a variety of topics, including matters regarding various risks and, particularly in relation to sustainability, the responses to various issues related to climate change. Major topics Ɣ Selection of top risks. Ɣ Operational status of the risk appetite framework. Ɣ Status of comprehensive risk management. Ɣ Status of sustainability initiatives. IT / Digital Transformation Committee Chairperson Hiromichi Shinohara The IT / Digital Transformation Committee makes recommendations to the Board of Directors regarding supervision and decisions related to IT and digital transformation and regarding other similar matters. Main content of discussion With the aim of establishing a competitive advantage, we discussed a variety of topics, including the status of the initiatives for IT strategies and to promote digital transformation and matters regarding various risks related to systems and regarding material IT projects. Major topics Ɣ Status of the initiatives for IT and digital transformation. Ɣ Status of the initiatives for stable business operations. Ɣ Status of IT risk management. Ɣ Status of cybersecurity risk management. Human Resources Review Meeting Chairperson Masahiro Kihara The Human Resources Review Meeting discusses plans for the appointment of and commission to Mizuho Financial Group’s executive officers (as defined in the Companies Act) and other executives to be determined by the Board of Directors. Main content of discussion We discussed sustained strengthening of the group’s management through, among other means, a review of the succession planning for key management, in order to implement the Corporate Identity and Purpose and business strategies of the group. Major topics Ɣ The succession planning of key management. Ɣ The appointment of executive officers for FY2025.
Slide 43 — Status of initiatives for enhancing the effectiveness of the
Status of initiatives for enhancing the effectiveness of the Board of Directors In order to achieve the sustainable enhancement of corporate value, Mizuho Financial Group is strengthening its supervisory functions through initiatives for enhancing the effectiveness of the Board of Directors. More specifically, Mizuho Financial Group is carrying out initiatives on an autonomous and continual basis to reflect the issues identified through the results of “the effectiveness evaluation of the Board of Directors” in “the management policy of the Board of Directors.” Plan Formulation of Management policy for FY2024 Considering the following identified issues, we formulated the management policy of the Board of Directors for the fiscal year 2024 (key themes and supervisory perspective). Identified Issues for FY2023 ࣭ Room for further enhancement of discussions on our growth strategy based on changes in the internal and external environment࣭ Room for distillation of the issues to be discussed and engagement in even more robust discussions than ever before Do Implementation of an annual plan We conducted supervisory activities throughout the year in accordance with our management policy. In particular, we enhanced discussions on our growth strategy centered on key business themes, and held active discussions. [For the main content of discussion and topics, please see page 41.] Check Evaluation of effectiveness for FY2024 Method In the fiscal year 2024, we evaluated effectiveness using a third-party organization. Specifically, we surveyed and interviewed all directors, shared issues among directors at meetings of the Board of Directors and offsite meetings. Results We confirmed that the Board of Directors and other bodies are operating in a manner that ensure overall effectiveness in light of their objectives and expected functions. In addition, opinions were expressed that effective and optimal discussions should continue to be held, with a view to the further growth of Mizuho. Action Direction of initiatives for identifying issues and making improvements We identified the following as the issues with a view to further enhancement of effectiveness. (i) Implementation of “Robust Discussions” based on the supervisory perspective - Continuing to set agenda in light of enhancement of fundamental competitiveness and corporate value, and stakeholders' perspectives - Taking into consideration the current external environment, etc., enhancement of discussions with greater emphasis on defense (ii) Continuous review of the composition of the Board of Directors in order to ensure effective functioning; and maintenance of a good board culture - Continuous review of the composition of the Board of Directors with a view to the future direction of management strategy - Maintenance of a good board culture through effective communication between supervisors and executives Plan Formulation of the management policy for FY2025 Taking into consideration the issues identified in the evaluation of effectiveness, we formulated the management policy of the Board of Directors for the fiscal year 2025 (key themes and supervisory perspective). In the fiscal year 2025, based on the agenda plans that reflect key themes, we will strive to further improve effectiveness by conducting systematic monitoring throughout the year.
Slide 44 — Reference materials for the General Meeting of Shareholders
Reference materials for the General Meeting of Shareholders Shareholder proposals Proposals 2 and 3 are based on joint proposals from three shareholders. Shareholder proposals Proposal 2: Partial amendment to the Articles of Incorporation (Disclosure of financial risk audit by Audit & Supervisory Board) I. Details of proposal: The following clause shall be added to the Articles of Incorporation: Chapter VI: “Nominating committee, Audit committee and Remuneration committee” Clause 42: Disclosure of financial risk audit by Audit committee assessment Noting the Company’s increasing acute and systemic financial risks due to material issues such as malfeasance and climate change, and the duties of the audit committee to oversee the effectiveness of directors as well as executive officers, in order to enhance long-term value, the Company shall disclose the following in the Audit Report: (i) the audit committee’s assessment of the appropriateness of our company’s strategy, policies and processes to mitigate financial risks associated with identified material issues (including, the appropriateness of the process and results of reviewing the financial risks to which our company may be exposed, both when risk management is properly implemented and when it is inadequate) and the reasons of the assessment; and, (ii) the framework, including the criteria for the assessment, for auditing the oversight of the Company’s risk controls with respect to identified material issues. II. Reasons for proposal: This proposal requests the Company disclose the necessary information in the Audit Report for shareholders to determine whether the Directors of the Company are effectively monitoring risk. Shareholders are unable to assess whether the board and its current processes are adequately monitoring the management’s use of risk controls. Given previous cases of malfeasance in the banking sector in Japan, shareholders have legitimate concerns over the effectiveness of the current board oversight system. This doubt extends to whether the oversight system for other material risks (such as climate-related financial risks) is effective.
Slide 45 — The audit committee’s report for FY2023 identified no issues with the oversight
The audit committee’s report for FY2023 identified no issues with the oversight by the Directors, for example. However, shareholders are not advised of the basis of such an assessment. The audit committee of the Company should disclose the basis of its conclusion, given that they are accountable under the Companies Act and the Corporate Governance Code to the shareholders. This proposal would improve the corporate governance of the Company and lead to the enhancement of mid- to long-term corporate value. It would benefit all shareholders, including the shareholders who are not given access to the Directors. (396 characters were stated in the Japanese original submitted by such shareholders.) Mizuho Financial Group’s note: The above is a reproduction of the title, details and reasons for the proposal as they originally appeared in a form submitted by the shareholders. Opinion of the Board of Directors[ The Board of Directors opposes this proposal. We recognize the worsening impact of climate change and other material factors as top risks, and, as stated in the Annual Securities Report and other materials, we identify, control and appropriately respond to risks, as well as various risk events, under a comprehensive risk management framework. Further, we have a system in place where the status of initiatives under such framework is discussed by the Risk Committee, which is comprised of external experts and others, and supervised by the Board of Directors and the Audit Committee based on such discussions. The Audit Committee monitors the establishment and management of the internal control system (regarding matters such as risk management, compliance and internal auditing) of the group, audits the legality and appropriateness of the execution of duties by directors and executive officers (as defined in the Companies Act), and clearly states in the Audit Report the methods and content of audits as well as the audit results in accordance with laws and regulations. Given the wide scope of the matters audited by the Audit Committee, the Board of Directors is of the opinion that it would be inappropriate for the Audit Report to be required to always include information regarding specific areas of risk management, or for the Articles of Incorporation, which should contain provisions on corporate organs and other basic items, to contain provisions requiring the same. Supplementary explanations of the opinion of the Board of Directors of Mizuho Financial Group are given on the following pages.
Slide 46 — Opinion of the Board of Directors
Opinion of the Board of Directors 1. Risk management and governance system The group introduced a risk appetite framework (RAF) from the perspective of enhancing corporate value by integrating the business strategy, finance strategy and risk management operations. Further, we classified the risks by risk factors, into risk categories such as Credit risks, Market risks and Operational risks, and we manage each risk according to its characteristics. In addition, we have established a comprehensive risk management framework, which ascertains and evaluates all risks, and limits risks. In addition, we have a top risk management system in place that designates as top risks those risks perceived to have a major impact on the group. Included as the current top risks are, among others, Worsening impact of climate change and insufficient environmental measures and Improper acts and omissions by executive officers or employees. The designated top risks are applied towards enhancement of risk control and governance, through review of preventive measures and follow-up actions for enhancing our risk controls and reflection in the fiscal year plan and the like. The governance structure of the group is as shown in the table below. The Board of Directors determines basic matters and other matters concerning risk management, and together with the Audit Committee supervises the status of performance of duties by directors and executive officers (as defined in the Companies Act). In addition, the Risk Committee, which is an advisory board to the Board of Directors, has been established to provide proposals to the Board of Directors through in-depth discussions concerning risk governance regarding matters such as sustainability initiatives, and we have established a system that enables us to perform appropriate supervisory functions by leveraging the expertise of external experts. <Major topics of the Risk Committee for the fiscal year 2024> 1. Selection of top risks 2. Operational status of the risk appetite framework 3. Status of comprehensive risk management 4. Status of sustainability initiatives
Slide 47 — 2. Status of audits by the Audit Committee
2. Status of audits by the Audit Committee The Audit Committee has established “Audit Policies of the Audit Committee” to audit and report on the performance of duties by directors and executive officers (as defined in the Companies Act), the status of the establishment and operation of the structure for ensuring appropriate conduct of operations (the “Internal Control System”), and the appropriateness of the methods of the audit by the Independent Auditors and the results thereof. Based on an annual audit plan, the Audit Committee conducts audits to ensure the legality and appropriateness of operations. Priority audit themes in the audit plan for the fiscal year 2024: 1. Monitoring of business plans ͌ Progress of important strategies ͌ Flexible responses to environmental changes 2. Reform of corporate culture ͌ Dissemination of corporate philosophy ͌ Customer-oriented business operations 3. Business operation foundations supporting growth ͌ Global governance ͌ IT governance and cybersecurity ͌ Compliance ͌ Internal audits
Slide 48 — 4. Financial results and disclosures
4. Financial results and disclosures ͌ Internal controls over financial reporting The Audit Committee closely cooperates with internal control departments (including the Internal Audit Group, the Compliance Group, the Risk Management Group and the Financial Control & Accounting Group), the members of the Audit and Supervisory Committee and the corporate auditors of core group companies and the Independent Auditor to confirm matters such as the effectiveness of the Internal Control System and the progress of key strategies in the executive departments and thereby strives to conduct effective audit activities. For more information, please see the Annual Securities Report. Regarding the audit results for the fiscal year 2024, as stated in the Audit Report, nothing to be pointed out was found regarding the structure and operational status of the Internal Control System. 3. Audit Report As stated above, the scope of the matters audited by the Audit Committee is extensive, and the methods and content of audits as well as the audit results are clearly stated in the Audit Report in accordance with laws and regulations. If the Audit Committee identifies in an audit any significant inadequacies or other issues that require special attention during the audit, it is necessary for the Audit Committee to consider including its opinion regarding such issues in the Audit Report. However, the Board of Directors is of the opinion that it would be inappropriate for information regarding specific areas of risk management to always be stated in the Audit Report, as called for by this proposal, even in cases where the Audit Committee determines that directors and executive officers (as defined in the Companies Act) properly executed their duties regarding the Internal Control System. Further, the Board of Directors is also of the opinion that it would be inappropriate to stipulate in the Articles of Incorporation, which should contain provisions on corporate organs and other basic items, that the aforementioned information is to be disclosed in the Audit Report. (Reference) The aforementioned initiatives are disclosed in the following material: Name of material URL 1 Integrated Report https://www.mizuhogroup.com/investors/financial- information/annual 2 Annual Securities Report https://www.mizuho- fg.co.jp/investors/financial/report/index.html (in Japanese only)
Slide 49 — Proposal 3: Partial amendment to the Articles of Incorporation (Disclosure of
Proposal 3: Partial amendment to the Articles of Incorporation (Disclosure of assessment of clients’ climate change transition plans) I. Details of proposal: The following clause shall be added to the Articles of Incorporation: Chapter: “Climate-related risk management” Clause: Transition Plan (Disclosure of assessment of clients’ climate change transition plans) Noting the Company’s exposure to material climate-related financial risks, the Company shall disclose: (i) how the Company will assess high-emitting clients’ climate change transition plans for credible alignment with the 1.5°C goal of the Paris Agreement (ii) the consequences of clients not producing credible Paris-aligned transition plans, including the restriction of new finance; and (iii) an assessment of the financial risk to the Company of clients not having credible Paris-aligned transition plans. II. Reasons for proposal: The Company recognizes climate change as a “top risk”, has committed to net zero by 2050, has set a “risk control policy for carbon-intensive sectors”, and claims to verify whether clients in these sectors have valid targets and appropriate transition strategies “in line with international standards”. However, the Company does not demonstrate how these various policies, frameworks and controls meaningfully influence the provision of services to high- emitting clients. Furthermore, the policy does not impose a deadline for clients in high-emitting sectors to present credible transition plans that are aligned with the Paris Agreement's 1.5°C goal, nor does it impose conditions on funding to encourage clients' transitions. Instead, the company continues to provide significant financial support to high-emitting clients that do not have credible transition plans. This not only undermines its own disclosed transition approach, it leaves the Company lagging behind overseas peers, and exposes shareholders to increasing transition risks, as well as physical risks from worsening climate change. The disclosures requested in this proposal are required to ensure the Company
Slide 50 — adequately enacts its stated risk control measures, and aligns with its
adequately enacts its stated risk control measures, and aligns with its commitment to reduce finance portfolio emissions to net zero by 2050. These disclosures are in line with widely-held investor expectations, and will help maintain and enhance the Company’s long-term corporate value. (397 characters were stated in the Japanese original submitted by such shareholders.) Mizuho Financial Group’s note: The above is a reproduction of the title, details and reasons for the proposal as they originally appeared in a form submitted by the shareholders, excluding any shareholder notes included therein. Opinion of the Board of Directors The Board of Directors opposes this proposal. We are implementing the suggestions of this proposal and disclose the suggested information as follows. We evaluate and disclose our clients’ status of responses to transition risks in transition risk sectors based on criteria including “Target and performance are consistent with the 1.5 degree-aligned pathway.” We engage with our clients upon taking the evaluation into account, and we carefully consider transactions in the event that the client has not formulated a transition strategy even after a certain period of time following the first engagement. We appropriately manage financial risks by assessing such risks across the entire portfolio through scenario analysis, considering climate-related risks in our credit assessment of clients, and taking other measures. On the other hand, our role as a financial institution is fulfilled by supporting our clients upon taking into account the transition pathways that differ by region and industry, and making decisions on how to respond to clients based solely on alignment with the 1.5°C target may interfere with the steady transition of our clients and ultimately damage our corporate value. In addition, prescribing provisions pertaining to individual business execution in the Articles of Incorporation, as called for by this proposal, may hinder our ability to respond flexibly and promptly. Accordingly, the Board of Directors is of the opinion that doing so would be inappropriate. Supplementary explanations of the opinion of the Board of Directors of Mizuho Financial Group are given on the following pages.
Slide 51 — Opinion of the Board of Directors
Opinion of the Board of Directors 1. Addressing climate change In the “Environmental Policy,” we position climate change as one of the most material issues with regard to our management strategy, and have clarified our stance to address climate change. To put this into practice, we have developed “Mizuho’s Approach to Achieving Net Zero by 2050,” which outlines our aims and actions to achieve a decarbonized society by 2050 by pursuing efforts to limit the temperature increase within 1.5°C, and are promoting our initiatives to address climate change in an integrated manner, from the perspectives of facilitating transitions in the real economy, capturing business opportunities and enhancing risk management. <Outline of Mizuho’s Approach to Achieving Net Zero by 2050> ¾ Mizuho is pursuing efforts to limit the temperature rise within 1.5°C ¾ We are aiming to become carbon neutral by FY2030 for emissions from our business activities (Scope 1 and 2) and to reduce emissions produced via our finance portfolio (Scope 3) to net zero by 2050 ¾ Recognizing that abrupt, disorderly changes can have severe economic and social impacts, we are aiming for an orderly, just transition ¾ We understand the transition pathway to net zero will differ by region and industry and recognize the role of financial institutions to play in supporting clients’ transitions, and we support the facilitation of clients’ execution of transition strategies through engagement ¾ We proactively support the development and application of innovative, clean, next-generation technology ¾ We support government policies aimed at orderly transitions through our activities across economic organizations, industry associations and initiatives ¾ We continually enhance our climate risk management for the purpose of stabilizing financial markets and are contributing to the achievement of a low-carbon society and the development of a climate change-resilient society by 2050㻌 2. Mizuho’s approach to realizing a decarbonized society We have developed the “Grand Design” for the ideal Japanese industrial Goal Net zero actions
Slide 52 — structure in 2050. While aiming for the Grand Design, we will not only support
structure in 2050. While aiming for the Grand Design, we will not only support steady corporate transitions in the short term but also promote technological innovation and business model transformation. Our goal is to envision the future together from a medium- to long-term perspective, thereby contributing to enhancing our clients’ corporate value and expanding their businesses. 3. Climate-related risk management Based on the “Basic Policy for Climate-related Risk Management,” we associate climate-related risks with individual risk categories, such as credit risk and market risk, and identify critical climate-related risks in the execution of our business plans. In this way, we control risks in line with the characteristics of each risk category and our business strategies. Through this framework, we assess our clients’ transition plans and financial risk management referred to in this proposal, and disclose such information in the “Climate & Nature-related Report” as well as through other means. (1) Risk control framework for carbon-related sectors We control risks through engagement for the purposes of supporting client transitions and controlling our transition risk in sectors found in qualitative evaluations to have high transition risks (carbon-related sectors), and disclose the details of such measures to the public. We evaluate the degree of risk for each client along two axes: the client’s sector and the status of the client’s responses to transition risks. From these evaluations, we provide appropriate support for the client’s transition. In the fiscal year 2024, we added nCertain GHG emission reductions have been achieved relative to targets” and n Target and performance are consistent with the 1.5 degree-aligned pathway” to the criteria for evaluating “status of responses to transition risks.”
Slide 53 — <Risk Control Framework for Carbon-Related Sectors>
<Risk Control Framework for Carbon-Related Sectors> (2) Exposure control in high-risk areas For high-risk areas identified with our two-axis risk evaluations, we control risks on the basis of the following exposure control policy. ¾ We pursue greater engagement with clients to support them in formulating effective strategies for transition risks, in disclosing their progress and in embarking at an early stage on business structural transformations in order to move into a lower risk sector. ¾ In order to facilitate a client’s business structural transformations, we provide necessary transition support after verifying that the client has fulfilled the conditions in line with international standards under the “transition support framework.” ¾ We carefully consider transactions in the event that the client is not willing to address transition risks and has not formulated a transition strategy even one year after our initial engagement. ¾ In the ways described above, we reduce our exposure over the medium to long term. (3) Understanding of financial impact and credit risk evaluation through scenario analysis We conduct scenario analyses for both transition risks and physical risks in
Slide 54 — order to understand the future impact of climate change on our portfolio. The
order to understand the future impact of climate change on our portfolio. The analyses use several NGFS scenarios, including the 1.5°C scenario, to increase the flexibility of plans and the resilience of strategies in anticipation of various future climate change-related outcomes, and the results of such analyses are disclosed in the “Climate & Nature-related Report.” For the evaluation of the credit risk of each client, we have also established a framework to reflect climate-related risks in the qualitative evaluation along with other risk factors when such climate-related risks affect the individual credit risk. As stated above, we manage climate-related risks appropriately through measures such as evaluating clients’ transition plans and scenario analysis. This proposal requires that the evaluation method for clients’ transition plans and measures which are to be taken after the evaluation be based on the evaluation criteria of the alignment with the 1.5°C target and that stipulations pertaining to specific and individual business execution be inserted into the Articles of Incorporation. As stated in “Mizuho's Approach to Achieving Net Zero by 2050,” we recognize that the role of financial institutions is to support clients’ transitions based on the transition pathway to net zero that differs by region and industry. Evaluating clients and determining whether to continue business with them solely based on the evaluation criteria of their alignment with the 1.5°C target may hinder clients’ transition efforts, which in turn could delay the transition of the real economy and ultimately damage our corporate value. We will continue to enhance our approaches, taking into account rapidly changing circumstances and the discussions between our business execution and supervisory lines, in response to climate change and various environmental and social issues. However, as amendment to the Articles of Incorporation requires a special resolution at a general meeting of shareholders, should this proposal be adopted, it may hinder our ability to respond flexibly and promptly.
Slide 55 — Business Report for the 23rd Fiscal Year
Core Group Companies Mizuho Leasing Company, Limited MI Digital Services Co., Ltd. Mizuho Innovation Frontier Co., Ltd. Business Report for the 23rd Fiscal Year 1. The current state of Mizuho Financial Group, Inc. (1) Developments and results of operations Group business domains Mizuho Financial Group (“the group”) is composed of the holding company, Mizuho Financial Group, Inc. (“Mizuho Financial Group”), 235 consolidated subsidiaries and 27 equity-method affiliates. Our business domain includes banking, trust banking, securities and other financial services. Notes: 1. The chart above is a simplified illustration of the relationships between Mizuho Financial Group and the core group companies. 2. The group has begun examining the integration of Mizuho Bank, Ltd. and Mizuho Research & Technologies, Ltd. with the aim of completing the integration by April 2026. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Holding Company Mizuho Financial Group, Inc. Banking Mizuho Bank, Ltd. Core Group Company Mizuho Americas LLC Trust Banking Mizuho Trust & Banking Co., Ltd. Securities Mizuho Securities Co., Ltd. Asset Management Asset Management One Co., Ltd. Research & Consulting Mizuho Research & Technologies, Ltd. Custody Bank of Japan, Ltd.
Slide 56 — Financial and economic environment (for the fiscal year ended March 31,
Financial and economic environment (for the fiscal year ended March 31, 2025) Reviewing the economic environment over the fiscal year ended March 31, 2025, in response to the slowdown in inflation, the major industrial countries in Europe and the U.S. started to cut interest rates. In the U.S., although the impact of monetary tightening slowed the labor market, the U.S. economy remained solid, driven by consumer spending from high-income groups. Meanwhile, consumption and corporate activities remained stagnant in Europe. In China, the economy lacked momentum, due to the correction of the real estate market and weak consumer spending. In the U.S., the economy is continuing to grow steadily, driven by consumer spending from high-income groups, even under sudden monetary tightening by the Federal Reserve Board (FRB). On the other hand, inflation had slowed steadily as the impact of monetary tightening slowed the labor market and shortages of labor and supply eased. In January 2025, the U.S. administration changed, and there is a growing concern of a resurgence in inflation and economic deterioration due to its tariff policies. Based on these circumstances, the FRB decided to leave its policy interest rate unchanged at the meeting of the Federal Open Market Committee (FOMC) held in March 2025. Amid increasing uncertainties, it is expected that the FRB will determine its future policies carefully while keeping an eye on inflation and economic conditions. In Europe, the economy continued to exhibit low growth. Consumer spending was stagnant and the impact of monetary tightening has exerted downward pressure on companies’ investment demand. In addition, inflation slowed as a result of a pause in the passing of rising energy costs onto consumers, a sluggish economy and a deceleration in wage increases. Based on these circumstances, the European Central Bank (ECB) decided to lower its policy interest rate at its meeting held in March 2025. As interest rates gradually approach a neutral level, it is expected that the ECB will determine its future policies by assessing the impact on its economy. In Asia, the economy is lacking momentum. In China, although government support measures and strong exports supported the economy, prolonged correction in the real estate market and weak consumer spending resulted in an economy that continued to lack momentum. In addition, the U.S.-China conflict is ongoing, and the uncertainty with respect to issues such as trade and national
Slide 57 — security has become higher than ever. In emerging economies, there has been
security has become higher than ever. In emerging economies, there has been gradual recovery due to an increase in electronic device exports. However, with concerns like currency depreciation and the resurgence of inflation lingering, the pace of interest rate cuts in each country remains slow, and the recovery of domestic demand is sluggish. In Japan, the economy is recovering gradually. While the lack of growth in overseas economies is weighing on the production of the manufacturing industry, capital investment and wages are on an upward trend, backed by high levels of corporate earnings. At the same time, as the movement to pass the increased labor costs onto prices is gradually spreading, the Bank of Japan decided to raise its policy interest rate in January 2025. It is expected that the Bank of Japan will continue to determine its monetary policy by assessing developments concerning wages and prices and trends of the economy going forward. The prospects for the growth of the global economy are expected to remain gradual, as the imposition of tariffs by the U.S. will be a downward pressure factor and the slowdown of the Chinese economy will also weigh on the economy. In addition, due to Japan’s and Europe’s intensified export competition with China in global markets, further escalation of regional conflicts in the Middle East, and policy uncertainty in the U.S., fears of economic deterioration and financial and capital market disruption may spread, potentially adversely affecting the Japanese economy as well.
Slide 58 — Developments and results of operations
Developments and results of operations Initiatives in FY2024 In the fiscal year 2023, in light of the drastic changes in and increasing complexity of the externaland internal business environments, we redefined the Corporate Identity,which is the foundation of what it means to be a Mizuho employee. In addition, upon determining the direction of Mizuho’s long-term growth, we establisheda new medium-term business plan (FY2023 to FY2025) beginning one yearbefore the originally scheduled completion of the 5-Year Business Plan (FY2019 to FY2023). The targets of the new medium-term business plan are based on the assumption that the 5-Year Business Plan’s final year targetswill have been met. For more information on the new medium-term business plan, please see the “Medium-term business plan” section of the “Issues to be addressed by the group” section on page 62 and thereafter. As for our business, as priority areas for resolving societal issues and accomplishing sustainable growth, we worked on “Support for the doubling of asset-based income,” “Improving customer experience,” “Enhancing the competitiveness of Japanese companies,” “Sustainability and innovation” and the “Global Corporate & Investment Banking (CIB) business model.” In the fiscal year 2024, we established cutting-edge branches we call “Mizuho Atelier” where customers can drop in for casual consultations, improved the user interface (UI) and user experience (UX) of our Mizuho Direct app and other digital services and put in place next-generation AI-powered contact centers, and we also announced the strategic capital and business alliance with Rakuten Card Co., Ltd. that will be part of creating a new business model in the payments space. In addition, in response to customers' needs for asset formation and asset management, most prominently with the rollout of the new NISA, we held the Mizuho NISA Cafe seminars and formed a strategic partnership with U.S.-based asset manager Golub Capital. To enhance the competitiveness of Japanese companies, we offered support for our clients’ business challenges and their undertaking of corporate actions. Alongside this, we provided risk capital to startups and assisted business owners with their succession needs. Outside Japan, we are also helping to move forward
Slide 59 — to a new human resources framework nCANADE” in the fiscal year 2024.
cross-border M&A deals, leveraging the greater global coordination that came out of our acquisition of Greenhill, a U.S. M&A advisory firm, in December 2023. For more information on this fiscal year’s initiatives, please see the initiatives taken by in-house companies/units and key strategies on page 71 and thereafter. As for corporate foundations, in order to enhance our corporate foundations which support our growth, we worked on corporate culture transformation, human capital enhancement, digital transformation (DX), IT reforms and maintenance of stable business operations. In the fiscal year 2024, with the aim of instilling our Corporate Identity and Purpose, we actively carried out office visits by management members and conducted town hall meetings in order to raise employee engagement through the activation of internal communications. As a result, with respect to the positive response rate for Staff Survey questions related to engagement and inclusion, the engagement score was 62% and the inclusion score was 67% in the fiscal year 2024, which are already roughly in line with the fiscal year 2025 targets of 65% set in the medium-term business plan. In order to promote the participation and advancement of employees and realize a talent portfolio in alignment with our business strategy, we shifted to a new human resources framework nCANADE” in the fiscal year 2024. We also continued initiatives to prevent further incidents of system failure and to strengthen our ability to respond to failures. Even after the inspections had run their course, we continued such initiatives by incorporating them into our day-to- day operations to continuously deter major system failures, and at the same time, we made efforts to ensure that our initiatives take root.
Slide 60 — JPY 1,144.2 billion JPY 885.4 billion
Consolidated Net Business Profits + Net gains or losses related to ETFs and others1 Profit Attributable to Owners of Parent TSE ROE2 Cash Dividend Payments on Common Stock (annual cash dividend) JPY 1,144.2 billion JPY 885.4 billion 8.5% JPY 140 +JPY 138.4 billion YoY +JPY 206.4 billion YoY +1.5% YoY Year-end cash dividend for FY2024: JPY 75 per share Results of operations for FY2024 Consolidated Net Business Profits + Net gains or losses related to ETFs and others1 for the fiscal year 2024 amounted to JPY 1,144.2 billion, increasing by JPY 138.4 billion on a year-on-year basis, as the businesses of both Customer Groups and Markets expanded steadily, while we also benefited from favorable factors such as the increase of policy interest rates by the Bank of Japan. Partly due to profit from sales of cross-shareholdings, in addition to the increase in Consolidated Net Business Profits, Profit Attributable to Owners of Parent for the fiscal year 2024 amounted to JPY 885.4 billion, increasing by JPY 206.4 billion on a year-on-year basis, and exceeded our forecast revised in November 2024 of JPY 820 billion. In addition, our TSE ROE2 as of March 31, 2024 was 8.5%, and our capital efficiency is steadily improving. Regarding the financial targets for the fiscal year 2025 set out in the medium- term business plan, we achieved a Consolidated ROE3 of 9.4%, exceeding the target of above 8%, and Consolidated Net Business Profits of JPY 1.14 trillion, exceeding the target of JPY 1 to 1.1 trillion, one year ahead of schedule in the fiscal year 2024. As for our year-end cash dividend on common stock for the fiscal year 2024, under our shareholder return policy of determining dividends based on the steady growth of our stable earnings base, taking a dividend payout ratio of 40% as a guide into consideration, we have decided to issue a year-end cash dividend of
Slide 61 — JPY 75, an increase of JPY 20 over the previous fiscal year, resulting in a total
JPY 75, an increase of JPY 20 over the previous fiscal year, resulting in a total annual cash dividend of JPY 140 (including the interim dividend), an increase of JPY 35 over the previous fiscal year. Results of operations (non-consolidated) for our major subsidiaries were as follows: (JPY billion) Company name Ordinary Income (Operating Income) Ordinary Profits Profit4 Consolidated results of Mizuho Financial Group 9,030.3 1,168.1 885.4 Mizuho Bank, Ltd. 6,379.9 736.0 573.4 Mizuho Trust & Banking Co., Ltd. 199.5 66.8 45.8 Mizuho Securities Co., Ltd. 524.9 83.7 53.8 Notes: 1. Aggregate of Net gains or losses related to ETFs and others in the banking and trust banking business and Net gains or losses related to operating investment securities (Mizuho Securities consolidated) 2. Including Net Unrealized Gains (Losses) on Other Securities. 3. Excluding Net Unrealized Gains (Losses) on Other Securities. 4. The “Profit” figure of the “Consolidated results of Mizuho Financial Group” refers to Profit Attributable to Owners of Parent.
Slide 62 — Issues to be addressed by the group
Issues to be addressed by the group Medium-term business plan Our medium-term business plan defines the three years from FY2023 to FY2025 as a “three-year journey connecting various initiatives and co- creating value-added solutions in order to support our clients and solve social issues”. Our basic policy will be to make the most effective use of corporate resources through a flexible business development approach, and, together with our clients and society, build the cornerstone of future sustainable growth and prosperity. Under Mizuho’s vision for the world, Mizuho aims to contribute to personal well-being and to the achievement of a sustainable society and economy supporting it. To this end, we have identified priority areas for addressing societal issues and achieving sustainable growth. These themes clarify what we need to focus on in our business in order to achieve our aim for the world in 10 years. Further, we are enhancing our corporate foundations towards achievement and growth in this regard.
Slide 63 — Priority business domains
Priority business domains (1) Business focus areas Support for the doubling of asset-based income Ź Take the opportunity to expand the asset formation business through usage of Nippon Individual Savings Accounts (NISA). In addition, by leveraging our group-wide strengths and strengthening our consulting personnel, address asset management and asset succession needs and grow together with our customers. Improving customer experience Ź Seek to improve convenience through the trinity of digital, remote, and in-person channels, while also leveraging collaboration with other companies, increase the attractiveness of deposit accounts and acquire a customer base for stable personal deposits and for future asset management and succession business. Enhancing the competitiveness of Japanese companies Ź Provide thorough support, including provision of support to large corporations to transform their business structures mainly for the purpose of addressing sustainability and provision of strategic approaches with a focus on mid-cap companies, to our corporate clients so that they will be able to increase their corporate value and to achieve business growth, and thereby contribute to the enhancement of the global competitiveness of Japanese corporations. Sustainability and innovation Ź Establish a financing framework for the transition of industry and business structures. In addition, support start-up companies and the establishment of new technologies, including support in addressing sustainability, and create new business opportunities beyond the boundaries of finance. Global Corporate & Investment Banking (CIB) business model Ź Proactively invest corporate resources in the Americas and Asia, which are growth fields; in the Americas, further deepen the Corporate & Investment Banking (CIB) business model (a business model that integrates loan transactions using Mizuho Bank’s balance sheet and capital market products and provides such integrated services and products); and, in Asia, achieve regional growth through utilizing our branch networks in the region and a flexible business development approach that identifies the targets of each country. Note: For the initiatives taken by in-house companies/units, please see page 71 and thereafter.
Slide 64 — (2) Enhancing our corporate foundations which support our growth
(2) Enhancing our corporate foundations which support our growth Corporate culture transformation Ź Enhance engagement with our employees and clients through seamlessly promoting internal communication (transformation of our culture) and brand communication (strengthening of our brand). Human capital enhancement Ź Strengthen our human capital through an approach that thoroughly implements strategic human resource allocation, such as employee rotation in line with strategies and development of executive leaders, and an approach that values the narratives of employees, such as supporting employees’ career development and ensuring supportive working environments. Digital transformation (DX) Ź Strengthen the foundations for digital transformation by promoting scaling of incubation that leverages our group’s strengths to the fullest extent; by improving productivity through, among others, digitalization of operations; by developing employees who can realize the Mizuho DX strategy; and by utilizing data and other matters. IT reforms Ź Promote IT reforms by optimizing the IT system structure, developing and operating IT systems together with users, upgrading our investment management and taking other measures to expand the IT investments needed to realize our business strategies. Maintenance of stable business operations Ź Prevent memories of system failures from fading into the past and enhance our ability to respond to crises during business-as-usual times. - For continuous deterrence of major system failures, ensure the continuance of initiatives for prevention of further system failures and enhancement of response capabilities, and also prevent memories of system failures from fading into the past. Ź Continuously upgrade our cybersecurity framework suited to the G- SIBs. Ź Further strengthen and expand our framework of measures for anti- money laundering (AML) and combating the financing of terrorism (CFT). Ź Thoroughly strengthen our global governance and flexibly control risks in light of the external environment.
Slide 65 — Sustainability initiatives
Sustainability initiatives We define sustainability as “environmental conservation and the sustainable development and prosperity of the economy, industry and society both in Japan and around the world, and Mizuho’s sustainable and steady growth.” We will seamlessly promote the sustainability initiatives with strategies across the group pursuant to our Basic Policy on Sustainability Initiatives that defines our fundamental approach and methods for advancing sustainability initiatives. In addition, based on the expectations of society1 and the importance for the group2, we identified “materiality” (medium- to long-term priority issues for the sustainable growth and development of Mizuho and our stakeholders, including our customers, our employees, and the economy and society) and clarified the risks and opportunities faced by Mizuho in relation thereto and our specific initiatives plan therefor. When implementing sustainability initiatives, we will, by addressing materiality areas from a long-term perspective, contribute to environmental conservation and the sustainable development and prosperity of the economy, industry and society both in Japan and around the world, and aim to improve our corporate value through the operation of our business giving due regard to creating value for diverse stakeholders and sustainable and steady growth of the group. 1: The expectations of stakeholders for social impact to be made by the group 2: Medium- to long-term impact on our corporate value and compatibility with the group’s strategies and business areas (Mizuho’s Materiality) Materiality Main Initiatives Declining birthrate and aging population, plus good health and lengthening lifespans In an age of longer lifespans, provide safe, stable and convenient services tailored to each individual’s needs • Comprehensive asset management consulting for individual asset formation, management and succession • Improvement of the quality and convenience of both digital and in-person customer channels Industry development & innovation Support industry and • Initiatives targeting the entire industry, such as support for business and industrial structure transformation to address climate change
Slide 66 — business development,
business development, and create new value on a global basis • Social impact creation through support for growth of innovative companies and co-creation with them • Support for business succession by Japanese companies with technological capabilities Sound economic growth Contribute to economic development by utilizing financial infrastructure functions to respond to changes in the Japanese and global business environment • Contribution to the enhancement of corporate value of mid-cap companies and revitalization of the Japanese economy • Response to asset management needs by strengthening management capabilities and revitalization of origination and distribution • Development of CIB businesses in global capital markets Environment & society Cooperate with customers to realize sustainable social development, including environmental conservation • Provision of sustainability-driven solutions, support for business structure transformation, and propagation of these solutions and support to each corporate segment • Implementation of measures addressing environmental and climate change, and initiatives on social issues and human rights Personnel Based on a corporate culture where employees can act independently, develop a diverse workforce that grows together with customers and society • Promotion of group-wide initiatives to transform the corporate culture • Development of employees capable of resolving social issues through strategic employee rotation and investment in talent • Creation of a supportive working environment and an even more inclusive organization that supports the active participation of diverse personnel Governance Implement strong corporate governance and stable operational management to benefit customers and society • Strengthening of our operational resilience (crisis response during normal times) • Further strengthening and expansion of cybersecurity measures and AML/CFT systems • Strengthening of global governance
Slide 67 — For more information on the risks and opportunities faced by Mizuho and major
For more information on the risks and opportunities faced by Mizuho and major initiatives related to materiality, please see the Integrated Report (Annual Review) that is scheduled to be disclosed in July 2025. The following is an overview of initiatives to address climate change, which falls under the materiality category of “Environment & society,” and initiatives for human capital, which falls under the materiality category of “Personnel.” Climate change In our Environmental Policy and Mizuho’s Approach to Achieving Net Zero by 2050, we have clarified our stance on climate change and our aims and actions towards realizing a low-carbon society, and we have been implementing such initiatives on a group-wide basis. In order to achieve a decarbonized society by 2050, based on the Net Zero Transition Plan formulated from three perspectives, i.e., capturing business opportunities, enhancing risk management and facilitating transition in the real economy, Mizuho will promote a more integrated and effective response to climate change, and contribute to the realization of a low-carbon society by 2050 and the building of a society resilient to climate change. (Overview of Net Zero Transition Plan) (Recognition of opportunities and risks related to climate change) ࣭ We see client investment in technological and business model development
Slide 68 — that leads to decarbonization as a business opportunity for us. With client
that leads to decarbonization as a business opportunity for us. With client engagement (constructive dialogue) as a starting point, we will support our clients’ transition to a low-carbon society and their response to climate change. ࣭ As climate-related risks, we are identifying transition and physical risks resulting from climate change and recognizingthe expected impacts of risks in individual risk categories. - Transition risks: Credit risk arising from the deterioration in the business performance of clients, market risk arising from a decline in the value of stock holdings and other risks associated with more stringent carbon taxes, fuel efficiency regulations or other policies, or with delays in shifting to decarbonization and other environmental technologies, among other factors. - Physical risks: Operational risk associated with damage or deterioration of the group’s assets due to temperature increases or increased severity of natural disasters; and credit risk associated with reduced client revenue due to business stagnation or labor force reductions. (Scenario analysis) ࣭ We conduct scenario analysis of transition and physical risks (acute risk and chronic risk) in order to ascertain the future impact of climate change on the group portfolio. We conduct the analysis under a number of scenarios, including a 1.5°C scenario, for the purpose of increasing the flexibility of plans and resilience of strategy in anticipation of various future climate change- related circumstances. For more information on our strategies for climate change, please see the Climate & Nature-related Report 2025 that is scheduled to be published in June 2025. Human capital With respect to our personnel, who are the source of our corporate value, by thoroughly implementing strategic human resource allocation and conducting human resource management that values the narratives of employees, we will aim to realize balanced human resource management that is both flexible and in line with our business strategy and also aim to ensure that each employee will contribute in their own way and grow together with the company. Specifically, we will work to (i) promote the initiatives to transform our corporate culture, (ii) develop employees capable of resolving social issues and (iii) ensure supportive working environments and become an even more inclusive organization.
Slide 69 — For more information on the initiatives, please see the Integrated Report
For more information on the initiatives, please see the Integrated Report (Annual Review) and the Human Capital Report that are scheduled to be disclosed in July 2025. (Details of human resource and organizational management initiatives) (i) Promote the initiatives to transform our corporate culture on a group-wide basis Culture and personnel, which are the foundation of everything, are essential for ensuring the continuous execution of strategies and for achieving continuous growth, and with the aim of creating an organization where everyone can take the initiative on their own and engage in constructive communication, we will work on internal communication (transforming our corporate culture) and brand communication (strengthening our brand). - Promote measures to ensure that each and every employee will fully understand sustainability based on revision of our corporate identity. - In addition to the internal initiatives, work on reaffirming Mizuho’s external image and rebuilding our brand. (ii) Develop employees capable of resolving social issues through strategic employee rotation and investment in talent With the aim of building a talent portfolio that balances the career ambitions of each and every employee with each business field’s need for talent to realize its strategies, we will conduct our talent development process strategically on a group-wide basis in accordance with the career development stage of each employee and also work on succession planning in alignment with our business strategies. - Strengthen personnel capabilities by expanding investment in talent that is necessary for learning, reskilling and upskilling for career development. - Promote strategic employee rotation aligned with medium- to long-term business strategies and also upgrade people analytics.
Slide 70 — -
- Under the Group CEO, promote the Executive Leader Development Program from a medium- to long-term perspective through assignments or the relevant employee’s own initiative. (iii) Create an engaging work environment that supports the active participation of a diverse workforce and be an even more inclusive organization With the aim of creating an engaging work environment that will encourage all employees to enjoy a long and fulfilling career at Mizuho and to contribute to the company and work diligently, we will establish an organization where diverse perspectives and values are respected and employees can demonstrate their identity and abilities to the fullest. - Enhance the human resource framework that is common to all five core group companies and that supports employees' challenges, rewards their contributions and provides an engaging work environment, and ensure the stable operation of unified human resource systems. - Support workplace-centric efforts for organizational development that focuses on relationships between colleagues and raises motivation and performance across the organization as a whole. - Implement initiatives to support employee financial wellness, including provision of frameworks to support employee initiatives to build their assets and provision of opportunities to obtain financial education.
Slide 71 — Initiatives taken by in-house companies/units and key strategies
Initiatives taken by in-house companies/units and key strategies We have established five in-house companies, which determine and promote group-wide strategies across banking, trust banking, securities and other business areas according to customer segment, as well as two units that support all of the in-house companies. (As of April 1, 2025) The following section provides a closer look at the initiatives of each in-house company/unit in the fiscal year 2024 (developments and results of operations) and key strategies (issues to be addressed). Research & Consulting Unit Global Products Unit Banking Trust banking Securities Asset management Research & consulting Retail & Business Banking Company Corporate & Investment Banking Company Global Corporate & Investment Banking Company Global Markets Company Asset Management Company Mizuho Research & Technologies Asset Management One Mizuho Bank Mizuho Trust & Banking Mizuho Securities Customers Investors Investors Large corporations Financial institutions Public-sector entities Individual Customers SMEs Individual customers SMEs Medium- sized enterprises Non-Japanese companies Japanese companies operating overseas
Slide 72 — Retail & Business Banking Company
Retail & Business Banking Company The Retail & Business Banking Company, as the in-house company in charge of the individual customer, SME and medium-sized enterprise customer segments, engages in consulting services that integrate banking, trust banking, securities and other functions within the group, as well as providing high-convenience financial and non-financial services through leveraging advanced technologies, forming alliances with other companies and other methods. Initiatives in FY2024 (developments and results of operations) For individual customers, in light of an increased need for asset management due to the backdrop of environmental changes, such as inflation and the increase of yen interest rates, we provided comprehensive financial services by taking advantage of the respective strengths and characteristics of the group's banking, trust banking and securities functions in order to enhance comprehensive asset consulting as a united group. For corporate clients, we also endeavored to provide solutions as a united group by strengthening our responsiveness to our clients’ needs, which are becoming more diversified due to changes in the social and economic environments, including reform by the Tokyo Stock Exchange, and rising interest rates in and outside Japan. With respect to alliances to expand our business domains, we proceeded with a strategic capital and business alliance with Rakuten Card Co., Ltd. In addition, in order to build and sustainably strengthen a stable business operational structure, we continued with our endeavors, such as transforming corporate culture, utilizing of opinions and feedback from customers and frontline employees, and conducting inspections to prevent the recurrence of system failures and to prevent such failures before they occur. Key strategies (issues to be addressed) We will continue to build and sustainably strengthen a stable business operational structure, and accelerate the shift to a business growth and expansion phase through efficiently allocating corporate resources in order to strengthen our ability to provide solutions to our customers’ issues. Specifically, for individual customers, in order to demonstrate our comprehensive asset consulting capabilities as a united group, we seek to
Slide 73 — allocate and enhance our personnel appropriately according to the
allocate and enhance our personnel appropriately according to the expectations of the respective roles of the group’s banking, trust banking and securities functions, while we endeavor to provide support for the doubling of asset-based income. For corporate clients, we will contribute to their continuous growth and endeavor to enhance the competitiveness of Japanese companies by supporting the creation of their corporate actions by devoting the resources of the group’s banking, trust banking and securities functions. Moreover, by improving the convenience of digital, remote and real channels, respectively, and by providing new value through open cooperation with alliance partners such as Rakuten Group, we will aim to sustainably expand our customer base. Corporate & Investment Banking Company The Corporate & Investment Banking Company, as the in-house company in charge of large corporations, financial institutions and public-sector entities in Japan, provides custom-designed solutions for each client on a group-wide basis to meet clients’ needs for financial and non-financial products and services through investment banking product functions, such as M&A and businesses related to real estate. Initiatives in FY2024 (developments and results of operations) Due to the changes in the capital markets, such as reform by the Tokyo Stock Exchange, the trend of focusing on sustainability, such as carbon neutrality, and the increase in uncertainty of markets in and outside Japan following the destabilization of the international situation, various structural transformations are accelerating in both society and the economy. In response to our clients’ needs due to various issues, we provided solutions that will contribute to strengthening the competitiveness of our corporate clients through a sales framework by sector on a group-wide basis by utilizing our in-depth industry knowledge and expert knowledge regarding products. In addition to our response to the capital needs of our clients, we also functioned as an intermediary and a consultant in transactions that included M&A and real estate. Additionally, we actively participated in sharing business risks with our clients through the provision of mezzanine financing and equity.
Slide 74 — Key strategies (issues to be addressed)
Key strategies (issues to be addressed) The environment surrounding our clients is changing rapidly and abruptly due to factors such as markets with increasing volatility, heightened interest in social issues and materializing geopolitical risks. Under such circumstances, we will devote the power of the group’s banking, trust banking and securities functions to further enhance our ability to provide solutions that leverage our industry and product expertise, including on investment banks. By such efforts, we will help our clients and the Japanese economy achieve sustainable growth through the resolution of social issues, such as sustainability, and prove our real worth as a partner that co-creates value. Global Corporate & Investment Banking Company The Global Corporate & Investment Banking Company, as the in-house company in charge of client segments that includes both Japanese companies operating outside Japan and non-Japanese companies, aims to demonstrate our financial functions of supporting industry changes and business structural transformation by deeply understanding our clients’ businesses and providing solutions as a united group under the collaboration between the group’s banking and securities functions. Initiatives in FY2024 (developments and results of operations) As the uncertainties surrounding the overseas business increase, such as the intensifying geopolitical risks and the changes in the interest rate environment, we provided support from a financial standpoint to our clients with respect to the review of their business strategies and rebuilding of their supply chains. We responded to the wide range of our client needs by expanding the capital markets business and transaction banking through in-depth CIB (Corporate & Investment Banking) strategy for each region, and by utilizing the M&A function and the global network of Greenhill & Co., Inc., which we have acquired. Through engagements that leverage our sectoral knowledge, we supported our client’s efforts for transition and decarbonization, and provided sustainable financing and advisory services. We are also working to enhance our corporate functions to support our expanding overseas business.
Slide 75 — Key strategies (issues to be addressed)
Key strategies (issues to be addressed) In addition to the CIB business base which we fostered in each region, we will accelerate collaboration among all regions, including Japan, and further enhance our ability to provide solutions to support our clients from a financial standpoint and contribute to the resolution of social issues. We will realize sustainable growth by further optimizing our business portfolios and strengthening our risk management. Global Markets Company The Global Markets Company engages in sales and trading services to offer market products to meet our clients’ risk hedging and asset management needs, and also conducts ALM and investment business, including capital raising and portfolio management. We aim to provide solution products that leverage our market expertise and that only we can provide through collaboration between the group’s banking, trust banking and securities functions, and the CIB (Corporate & Investment Banking) approach. Initiatives in FY2024 (developments and results of operations) Regarding our sales and trading services, we made services profitable by promoting substantially integrated management of banking and securities operations in and outside Japan, strengthening our solution-based approach and diversifying our product lines to meet the needs of our clients, and by capturing market flows accurately. In our ALM and investment business, we built earnings through flexible operations that captured market fluctuations during the first half of the fiscal year 2024, while we focused on risk control based on portfolio management in a controlled manner during the second half of the fiscal year 2024 when the market environment was highly uncertain. We also endeavored to support our clients’ global businesses through stable and efficient foreign currency capital raising and promoted sustainability through the issuance of green bonds overseas and other means. Key strategies (issues to be addressed) Regarding our sales and trading services, we will work to further raise our presence by further deepening substantially integrated management of
Slide 76 — banking and securities operations in each region, tailored to the
banking and securities operations in each region, tailored to the characteristics of each region, continuing to enhance our capacity to provide solutions, and enhancing our trading capacity through global collaboration of sales and trading services and utilization of DX. With respect to our ALM and investment business, in the face of possible intensification of global trade wars and changes in domestic and foreign monetary policies, as well as the possibility of the highly uncertain market environment continuing, we will realize stable earnings through agile and flexible risk controls based on predictive management and close market analyses. We will positively contribute to the group’s overall business by deepening global ALM management and through stable and efficient foreign currency capital raising. In addition, we will work to promote sustainability and DX in the areas of sales and trading services, ALM and investment. Asset Management Company The Asset Management Company, as the in-house company in charge of business related to asset management, provides products and services that match the asset management needs of our wide range of customers, from individuals to institutional investors, through the collaboration between the group’s banking, trust banking and securities functions and Asset Management One Co., Ltd. Initiatives in FY2024 (developments and results of operations) For retail customers, we provided solutions tailored to a wide variety of needs, including the launch of new funds, such as foreign stock funds that cater to a wide range of investors, and funds that anticipate changes in financial markets, such as interest rate fluctuations, in order to respond to the increasing need for asset management as Japan moves toward becoming a leading asset management center. In addition, as part of our efforts to expand our product lineup, we have entered into a strategic partnership with Golub Capital, a leading alternative asset manager. We provided our institutional investor clients with analysis of and advice on each portfolio from the perspective of both assets and liabilities, and provided
Slide 77 — our clients such as pension funds with various forms of support, such as
our clients such as pension funds with various forms of support, such as preparing consulting proposals regarding pension plans and investments. Key strategies (issues to be addressed) We will support medium- to long-term asset formation for our customers and contribute to making Japan a leading asset management center by enhancing our investment capabilities in and outside Japan through expansion of human resources in key areas and inorganic strategies, and by expanding product lines and solutions to respond to our customers’ needs. In addition, for corporate clients, we will support their human capital management by undertaking defined benefit pension, defined contribution pension, employee stock ownership plan and board benefit trust business and support asset formation for their employees, such as by hosting financial and economic education courses. Furthermore, we will work to enhance a basis for business that is essential for sustainable growth, such as development of new products for retail and institutional investors, strengthening of specialist personnel with expertise in asset management business and promotion of business that integrates asset management and asset custody. Global Transaction Banking Unit As the unit in charge of providing solution services in the transaction banking area to customers in a wide range of segments, the Global Transaction Banking Unit aims to respond to our customer needs, which are becoming sophisticated and diverse, by drawing on our high level of expertise regarding the products in each area, including domestic and foreign payments, cash management and securities management. Initiatives in FY2024 (developments and results of operations) Amid changes in the social situation and global economy, such as stricter legal regulations in various countries in response to intensifying geopolitical risks, yen interest rate hikes and other related movements, we continued to provide a diverse range of solutions by drawing on our high level of expertise with full understanding of our customer needs, such as changes to supply chains and sophistication of cash management. Further, we endeavored to
Slide 78 — ensure stable business operations by steadily working on large-scale IT
ensure stable business operations by steadily working on large-scale IT system upgrades and regulatory compliance, which will constitute the foundation of our business, as well as by working continuously on the enhancement of our business continuity plan (BCP). Key strategies (issues to be addressed) We will continue to capture, in a timely manner, the movement toward shifting business structures, such as changes to supply chains and production systems, central bank interest rates and other monetary policy developments in various countries and other changes and respond flexibly to diversifying customer needs. We will also contribute to the growth of the group together with our customers by striving to provide solutions that will help our customers solve their issues while closely collaborating with our offices in and outside Japan. In addition, as providing stable settlement operations and maintaining and reinforcing our infrastructure platforms are responsibilities of financial institutions, we will place the highest priority on doing so. Further, we will work to create next-generation businesses and new businesses from a long-term perspective, while taking into account societal trends, such as the emergence of new technologies and infrastructures in the settlement field. Research & Consulting Unit As the unit in charge of research functions that provide deep analysis, spanning from industrial to macroeconomic analysis, and consulting functions that cover support of customers in solving social issues, such as environmental and energy issues, and formulation of management, human resources and business strategies, the Research & Consulting Unit closely collaborates with each in-house company to aim to, in a unified group manner, expand value creation for our customers and society. Initiatives in FY2024 (developments and results of operations) By offering, both inside and outside the company, thorough and in-depth research with respect to the areas that are attracting increasing attention from our customers and society, including structural shifts in the international order, transition to an era defined by positive interest rates, the medium- to long- term goals of major Japanese industries, innovative technologies that are one
Slide 79 — step ahead of the curve and new themes that transcend industry boundaries,
step ahead of the curve and new themes that transcend industry boundaries, we contributed to strengthening our competitiveness as well as to enhancing our presence. In addition, primarily in the area of sustainability, we contributed to solutions for customer issues by drawing on the high level of expertise within the unit, and further strengthened collaboration crossing organizational barriers inside and outside the unit, in order to make efforts to expand value creation in a unified group manner. Key strategies (issues to be addressed) Under the current circumstances, including an increase in economic and social uncertainty and an acceleration of trends toward sustainability and DX, competition in human resource acquisition in the research and consulting area is expected to grow stronger, and in response thereto, we will strengthen our efforts to ensure that we attract and train highly specialized talent. Furthermore, through the integration of Mizuho Bank, Ltd. and Mizuho Research & Technologies, Ltd., which is currently under consideration, we will work to further enhance the value we provide to society and our customers by deepening group-wide integration and we will differentiate ourselves by setting our sights one step ahead and make every effort to further expand value creation for customers and society.
Slide 80 — (2) Changes in financial conditions and results of operations (consolidated
(2) Changes in financial conditions and results of operations (consolidated basis and non-consolidated basis) a. Changes in financial conditions and results of operations (consolidated basis) (JPY million) FY2021 (For the fiscal year ended March 31, 2022) FY2022 (For the fiscal year ended March 31, 2023) FY2023 (For the fiscal year ended March 31, 2024) FY2024 (For the fiscal year ended March 31, 2025) Ordinary Income 3,963,091 5,778,772 8,744,458 9,030,374 Ordinary Profits 559,847 789,606 914,047 1,168,141 Profit Attributable to Owners of Parent 530,479 555,527 678,993 885,433 Comprehensive Income 47,121 277,666 1,345,039 618,184 Total Net Assets 9,201,031 9,208,463 10,312,135 10,523,753 Total Assets 237,066,142 254,258,203 278,672,151 283,320,404 Note: Fractions are rounded down. b. Changes in financial conditions and results of operations (non-consolidated basis) (JPY million) FY2021 (For the fiscal year ended March 31, 2022) FY2022 (For the fiscal year ended March 31, 2023) FY2023 (For the fiscal year ended March 31, 2024) FY2024 (For the fiscal year ended March 31, 2025) Operating Income 320,846 316,331 611,442 594,409 Cash Dividends Received 279,822 271,955 559,313 537,501 Cash Dividends Received from Banking Subsidiaries and Affiliates 197,716 209,256 547,510 527,051 Cash Dividends Received from Other Subsidiaries and Affiliates 82,105 62,698 11,803 10,450 Profit 405,518 265,641 552,987 532,820 Earnings per Share of Common Stock (JPY) 159.92 (JPY) 104.77 (JPY) 218.08 (JPY) 210.66 Total Assets 14,364,202 15,323,184 16,290,423 16,731,431 Investments in Banking Subsidiaries and Affiliates 5,325,312 5,325,312 5,325,312 5,325,312 Investments in Other Subsidiaries and Affiliates 323,937 503,142 594,342 658,742
Slide 81 — (3) Employees
Notes: 1. Fractions are rounded down. 2. Earnings per Share of Common Stock was computed based upon the following formula: Earnings per Share of Common Stock = Profit recognized in the statement of income Average number of shares of common stock issued – Average number of shares of treasury common stock (3) Employees Number of employees March 31, 2025 Mizuho Bank, Ltd. (consolidated) 32,923 Mizuho Trust & Banking Co., Ltd. (consolidated) 4,105 Mizuho Securities Co., Ltd. (consolidated) 8,458 Other 7,068 Total 52,554 Notes: 1. The number of employees is the number of persons employed by Mizuho Financial Group and its consolidated subsidiaries. 2. The number of employees includes locally hired staff outside Japan and does not include contract employees and temporary employees. 3. The number of employees of Mizuho Financial Group is included in “Other.” Reference: The following sets forth information regarding the employees of Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities, as well as Mizuho Financial Group (collectively, the “Four Companies”): March 31, 2025 Number of employees 35,831 Average age 40 years, 6 months Average years of employment 15 years, 9 months Average monthly salary JPY 546,000 Notes: 1. The number of employees is the number of persons employed by the Four Companies. 2. The number of employees is the aggregate total of employees of the Four Companies. The average age, average years of employment and average monthly salary are the collective averages for the Four Companies. 3. The number of employees does not include contract employees and temporary employees. 4. The calculations of average age, average years of employment and average monthly salary do not take into account seconded employees and locally hired staff outside Japan. Fractions are rounded down. 5. The average monthly salary is the average salary for the month of March, pre-tax, and does not include bonuses.
Slide 82 — (4) Principal offices
(4) Principal offices a. Bank holding company Mizuho Financial Group: Head Office b. Banking business Mizuho Bank Region Number of offices Principal offices March 31, 2025 Kanto, Koshinetsu 386 Head Office and other offices Hokkaido, Tohoku 16 Sapporo Branch, Sendai Branch and other offices Hokuriku, Tokai, Kinki 85 Osaka Branch, Nagoya Branch and other offices Chugoku, Shikoku 15 Hiroshima Branch, Takamatsu Branch and other offices Kyushu, Okinawa 14 Fukuoka Branch and other offices Japan total 516 The Americas 12 New York Branch and other offices Europe and the Middle East 8 London Branch and other offices Asia and Oceania 23 Hong Kong Branch, Singapore Branch and other offices Outside Japan total 43 Total 559 Notes: 1. Offices include sub-branches, branches and offices for remittance purposes only, branches offering account transfer services only, ATM management branches (branches and offices to maintain shared ATMs only), pension plan advisory offices (pension plan advisory only offices) and internet branches. 2. In addition to the above, 137 banking agency offices, 59,160 non-branch ATMs and 6 representative offices outside Japan were in operation as of March 31, 2025.
Slide 83 — Mizuho Trust & Banking
Mizuho Trust & Banking Region Number of offices Principal offices March 31, 2025 Kanto, Koshinetsu 29 Head Office, Yokohama Branch and other offices Hokkaido, Tohoku 2 Sapporo Branch and Sendai Branch Hokuriku, Tokai, Kinki 9 Osaka Branch, Nagoya Branch and other offices Chugoku, Shikoku 3 Hiroshima Branch, Okayama Branch and other offices Kyushu 3 Fukuoka Branch and other offices Total 46 Notes: 1. Offices include 10 sub-branches (including Trust Lounges, Mizuho Trust & Banking’s offices that specialize in consultation and are mainly located within the same buildings as Mizuho Bank branches). 2. In addition to the above, 62 trust agencies were in operation as of March 31, 2025. c. Securities business Mizuho Securities Region Number of offices Principal offices March 31, 2025 Kanto, Koshinetsu 43 Head Office, Shinjuku Branch and other offices Hokkaido, Tohoku 3 Sapporo Branch, Sendai Branch and other offices Hokuriku, Tokai, Kinki 30 Osaka Sales Dept. I, Nagoya Branch and other offices Chugoku, Shikoku 9 Hiroshima Branch, Takamatsu Branch and other offices Kyushu 6 Fukuoka Branch, Kumamoto Branch and other offices Total 91 Notes: 1. In addition to the above, 2 representative offices outside Japan were in operation as of March 31, 2025. 2. In addition to the above, 124 Planet Booths were in operation in the lobbies of Mizuho Bank branches for securities investment consultations as of March 31, 2025. d. Other business Mizuho Research & Technologies, Ltd.; Head Office and other offices Reference: In order to provide further enhanced comprehensive financial services, the establishment of joint branches capable of offering banking, trust banking and securities services is being promoted for the offices stated in b. and c. above. The details are as follows:
Slide 84 — Joint branches (Japan)
Joint branches (Japan) Number of branches March 31, 2025 Joint branches offering banking, trust banking and securities services 33 Joint branches offering banking and securities services 159 Joint branches offering banking and trust banking services 0 Joint branches offering trust banking and securities services 2 Total 194 Note: Mizuho Securities joint branches include Planet Booths, in addition to its offices. (5) Capital investment (consolidated basis) a. Total amount of capital investment (JPY million) Mizuho Bank, Ltd. (consolidated) Mizuho Trust & Banking Co., Ltd. (consolidated) Mizuho Securities Co., Ltd. (consolidated) Other Total amount of capital investment 77,955 502 7,481 8,777 Notes: 1. Fractions are rounded down. 2. The total amount of capital investment by Mizuho Financial Group, Inc. is included in “Other” above. b. New establishment of important facilities (JPY million) Company name Details Amount Mizuho Bank, Ltd. New establishment of HARUMI WAVE GARDEN 29,861 Note: Fractions are rounded down.
Slide 85 — (6) Principal subsidiaries
(6) Principal subsidiaries Company name Location Main business Capital (JPY million) Percentage of voting rights held by Mizuho Financial Group (%) Amount of dividend paid to Mizuho Financial Group (JPY million) Mizuho Bank, Ltd. Chiyoda-ku, Tokyo Banking 1,404,065 100.00 500,004 Mizuho Trust & Banking Co., Ltd. Chiyoda-ku, Tokyo Trust banking, banking 247,369 100.00 27,030 Mizuho Securities Co., Ltd. Chiyoda-ku, Tokyo Securities 125,167 100.00 N/A Mizuho Research & Technologies, Ltd. Chiyoda-ku, Tokyo Information technology, think tank consulting 1,627 100.00 N/A Asset Management One Co., Ltd. Chiyoda-ku, Tokyo Investment management 2,000 51.00 7,196 Mizuho Innovation Frontier Co., Ltd. Chiyoda-ku, Tokyo Investment 490 100.00 N/A Mizuho Americas LLC New York, NY, USA Holding company 617,849 (USD 4,131 million) 100.00 (100.00) N/A Custody Bank of Japan, Ltd. Chuo-ku, Tokyo Trust banking, banking 51,000 27.00 15 MI Digital Services Co., Ltd. Chuo-ku, Tokyo IT system administration and management 20 35.00 221 Mizuho Leasing Company, Limited Minato-ku, Tokyo General leasing 46,925 23.62 (0.50) 2,806 Orient Corporation Chiyoda-ku, Tokyo Consumer finance services 150,075 48.90 (48.90) N/A Rakuten Securities, Inc. Minato-ku, Tokyo Securities 19,495 49.00 (49.00) N/A Mizuho Credit Guarantee Co., Ltd. Chiyoda-ku, Tokyo Credit guarantee 13,281 100.00 (100.00) N/A Defined Contribution Plan Services Co., Ltd. Chuo-ku, Tokyo Defined contribution pension- related business 2,000 100.00 (100.00) N/A Mizuho Realty Co., Ltd. Chuo-ku, Tokyo Real estate agency business 1,500 95.05 (95.05) N/A Mizuho Factors, Limited Chiyoda-ku, Tokyo Factoring 1,000 100.00 (100.00) N/A
Slide 86 — Company name
Company name Location Main business Capital (JPY million) Percentage of voting rights held by Mizuho Financial Group (%) Amount of dividend paid to Mizuho Financial Group (JPY million) Mizuho Capital Co., Ltd. Chiyoda-ku, Tokyo Venture capital 902 65.00 (65.00) N/A UC Card Co., Ltd. Minato-ku, Tokyo Credit cards 500 100.00 (100.00) N/A Mizuho-DL Financial Technology Co., Ltd. Chiyoda-ku, Tokyo Investigation, research and development of financial technology 200 60.00 (60.00) N/A Mizuho Realty One Co., Ltd. Chiyoda-ku, Tokyo Holding company 100 100.00 (100.00) N/A LINE Credit Corporation Shinagawa- ku, Tokyo Lending 100 49.00 (49.00) N/A PayPay Securities Corporation Shinjuku-ku, Tokyo Securities 100 34.00 (34.00) N/A Mizuho Business Service Co., Ltd. Koto-ku, Tokyo Subcontracted operations 90 100.00 (100.00) N/A Mizuho Bank Europe N.V. Amsterdam, The Netherlands Banking, securities 792,617 (EUR 4,891 million) 100.00 (100.00) N/A Joint Stock Commercial Bank for Foreign Trade of Vietnam Hanoi, Vietnam Banking 329,756 (VND 55,890,912 million) 15.00 (15.00) N/A Mizuho Bank (China), Ltd. Shanghai, China Banking 195,605 (CNY 9,500 million) 100.00 (100.00) N/A Mizuho Capital Markets LLC New York, NY, USA Derivatives 176,022 (USD 1,177 million) 100.00 (100.00) N/A Mizuho International plc London, UK Securities, banking 146,253 (GBP 754 million) 100.00 (100.00) N/A Mizuho Securities Asia Limited Hong Kong, China Securities 69,594 (HKD 3,620 million) 100.00 (100.00) N/A
Slide 87 — Outline of material business alliances
Company name Location Main business Capital (JPY million) Percentage of voting rights held by Mizuho Financial Group (%) Amount of dividend paid to Mizuho Financial Group (JPY million) P.T. Bank Mizuho Indonesia Jakarta, Indonesia Banking 66,461 (IDR 7,384,574 million) 98.99 (98.99) N/A Mizuho Securities USA LLC New York, NY, USA Securities 64,187 (USD 429 million) 100.00 (100.00) N/A Banco Mizuho do Brasil S.A. Sao Paulo, SP, Brazil Banking 20,841 (BRL 802 million) 100.00 (100.00) N/A Mizuho Trust & Banking (Luxembourg) S.A. Munsbach, Luxembourg Trust banking, banking 15,700 (USD 105 million) 100.00 (100.00) N/A Mizuho Bank (USA) New York, NY, USA Banking, trust banking 14,724 (USD 98 million) 100.00 (100.00) N/A Mizuho Securities Europe GmbH Frankfurt, Germany Securities 5,671 (EUR 35 million) 100.00 (100.00) N/A Notes: 1. Amounts less than JPY one million (and units shown for other currencies) are rounded down. 2. The JPY equivalent of capital is calculated using the foreign exchange rate as of the account closing date. 3. The “Percentage of voting rights held by Mizuho Financial Group” is rounded down to the nearest second decimal place. 4. Figures in parentheses ( ) in the “Percentage of voting rights held by Mizuho Financial Group” column are those of voting rights held indirectly. 5. The group㻌has begun examining the integration of Mizuho Bank, Ltd. and Mizuho Research & Technologies, Ltd. with the aim of completing the integration by April 2026. 6. Mizuho Business Service Co., Ltd. changed its trade name to Mizuho Group Services, Ltd. on April 1, 2025. 7. Mizuho Bank Europe N.V. absorbed Mizuho Securities Europe GmbH by merger on April 5, 2025. 8. J.Score Co., Ltd., which had previously been listed as “Principal subsidiaries”, completed its business integration with LINE Credit Corporation as the successor company and transitioned to a liquidation company as of April 1, 2025. Outline of material business alliances For the capital and business alliance with Rakuten Card Co., Ltd., please see “Business transfer, etc.” on page 88.
Slide 88 — (7) Major borrowings
(7) Major borrowings Creditors Balance of borrowings Number of shares of Mizuho Financial Group and percentage of voting rights held by creditors Number of shares held Percentage of voting rights (JPY million) (shares) (%) Mizuho Bank, Ltd. 530,000 N/A N/A Total 530,000 N/A N/A (8) Business transfer, etc. On September 30, 2024, Mizuho Financial Group began examining the integration of Mizuho Bank, Ltd. and Mizuho Research & Technologies, Ltd. By integrating personnel with expertise in research, consulting, IT, and technology development with banking personnel, Mizuho Financial Group will qualitatively transform its business and will offer products and services with higher added value to customers and society. On November 13, 2024, Mizuho Financial Group agreed to enter into a strategic capital and business alliance with Rakuten Card Co., Ltd., a consolidated subsidiary of Rakuten Group, Inc. Through this alliance, Mizuho Financial Group has acquired 14.99% of the common stock in Rakuten Card Co., Ltd. from Rakuten Group. We will promote initiatives aimed at building a new retail business model that offers greater convenience in the payment business. On November 29, 2024, Mizuho Bank, Ltd., as the surviving company, and Defined Contribution Plan Services Co., Ltd. entered into a merger agreement, subject to approval from the relevant authorities. To enhance services in the defined contribution pension field, which is expected to expand further, Mizuho Bank will strengthen the operational structure of its online services and call centers and improve management efficiency by consolidating its administrative departments. On February 28, 2025, Mizuho Financial Group entered into an agreement with State Street Corporation to sell to said company the global custody and related businesses of Mizuho Trust & Banking (Luxembourg) S.A., which is a local subsidiary of Mizuho Trust & Banking Co., Ltd. in Luxembourg, and Mizuho Bank (USA), which is a local subsidiary of Mizuho Bank, Ltd. in the U.S., subject to notification to the relevant authorities and obtaining permits therefrom. On April 5, 2025, Mizuho Bank Europe N.V., a local subsidiary of Mizuho Bank, Ltd. in Amsterdam, Netherlands, as the surviving company, merged with Mizuho Securities Europe GmbH, a local subsidiary of Mizuho Securities Co., Ltd. in Frankfurt, Germany. Mizuho Bank Europe N.V. transitioned to a universal bank model, which integrates its banking and securities businesses on April 7, 2025, and will be better able to provide comprehensive financial services and meet its valued clients’ expectations.
Slide 89 — 2. Matters regarding directors and executive officers
2. Matters regarding directors and executive officers (1) Directors and executive officers Shown below are directors and executive officers as defined in the Companies Act as of March 31, 2025: Directors Name Title and assignment Major concurrent office Yoshimitsu Kobayashi Member of the Board of Directors (outside director) Chairperson of the Nominating Committee Member of the Human Resources Review Meeting Chairman of the Board of Directors of Tokyo Electric Power Company Holdings, Inc. Ryoji Sato Member of the Board of Directors (outside director) Chairperson of the Audit Committee Outside Director (Audit & Supervisory Committee Member) of Nippon Life Insurance Company Takashi Tsukioka Member of the Board of Directors (outside director) Member of the Nominating Committee Chairperson of the Compensation Committee Member of the IT / Digital Transformation Committee Member of the Human Resources Review Meeting Honorary Advisor of Idemitsu Kosan Co., Ltd. Outside Director of Mitsui-Soko Holdings Co., Ltd.
Slide 90 — Name
Name Title and assignment Major concurrent office Kotaro Ohno Member of the Board of Directors (outside director) Member of the Nominating Committee Member of the Audit Committee Member of the Human Resources Review Meeting Outside Audit & Supervisory Board Member of Komatsu Ltd. Advisor of Atsumi & Sakai Hiromichi Shinohara Member of the Board of Directors (outside director) Member of the Nominating Committee Chairperson of the IT / Digital Transformation Committee Member of the Human Resources Review Meeting Outside Director of Yamaha Corporation Executive Advisor of Nippon Telegraph and Telephone Corporation Izumi Kobayashi Member of the Board of Directors (outside director) Chairperson of the Board of Directors Member of the Nominating Committee Member of the Risk Committee Member of the Human Resources Review Meeting Outside Director of ANA Holdings, Inc. Outside Director of OMRON Corporation
Slide 91 — Name
Name Title and assignment Major concurrent office Yumiko Noda Member of the Board of Directors (outside director) Member of the Compensation Committee Member of the Risk Committee Chairman and Representative Director of Veolia Japan GK Outside Director of East Japan Railway Company Outside Director of Sumitomo Chemical Company, Limited Takakazu Uchida Member of the Board of Directors (outside director) Member of the Compensation Committee Member of the Audit Committee Seiji Imai Member of the Board of Directors, Chairperson (Kaicho) Hisaaki Hirama Member of the Board of Directors Member of the Audit Committee Chairperson of the Risk Committee Member of the IT / Digital Transformation Committee Masahiro Kihara Member of the Board of Directors Chairperson of the Human Resources Review Meeting Member of the Board of Directors of Mizuho Trust & Banking Co., Ltd. Member of the Board of Directors of Mizuho Securities Co., Ltd. Hidekatsu Take Member of the Board of Directors Managing Executive Officer of Mizuho Bank, Ltd. Mitsuhiro Kanazawa Member of the Board of Directors Managing Executive Officer of Mizuho Bank, Ltd. Member of the Board of Directors of Mizuho Research & Technologies, Ltd.
Slide 92 — Name
Name Title and assignment Major concurrent office Takefumi Yonezawa Member of the Board of Directors Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Notes: 1. Chairperson (Kaicho) Imai engages in our external activities, but does not chair the Board meetings. The Board meetings are chaired by the independent director chair Izumi Kobayashi. 2. Mr. Hisaaki Hirama, who served as General Manager of the Accounting Department of both Mizuho Financial Group and Mizuho Bank, Ltd, and as a member of the Audit Committee of Mizuho Financial Group; and Mr. Ryoji Sato, who served as a certified public accountant and a member of the Audit Committee of Mizuho Financial Group, have considerable expert knowledge concerning finance and accounting gained through their experiences and careers. 3. Since, as a financial institution, it is essential for us to ensure the effectiveness of the activities of the Audit Committee, it is necessary for the Audit Committee to gather information through internal directors who are familiar with financial businesses and regulations, share information among the Audit Committee, and have sufficient coordination with internal control departments, and for these reasons, we appointed an internal director (non-executive), Mr. Hisaaki Hirama, as a full-time member of the Audit Committee. 4. Ms. Yumiko Noda retired as Outside Director of Idemitsu Kosan Co., Ltd. and Benesse Holdings, Inc. in June 2024 and was appointed as Outside Director of East Japan Railway Company and Sumitomo Chemical Company, Limited in June 2024. 5. Mr. Takakazu Uchida retired as a Counselor of Mitsui & Co., Ltd. in June 2024. 6. Mr. Masahiro Kihara retired as a Member of the Board of Directors of Mizuho Bank, Ltd. in April 2024. 7. Messrs. Yoshimitsu Kobayashi, Ryoji Sato, Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara and Takakazu Uchida, and Mses. Izumi Kobayashi and Yumiko Noda, who are the outside directors, satisfy the Independence Standards of Outside Directors of Mizuho Financial Group and are designated as “independent directors” pursuant to the regulation of the Tokyo Stock Exchange, Inc. and have been notified to the Tokyo Stock Exchange, Inc. 8. The titles and assignments are based on the former designations used until March 31, 2025.
Slide 93 — Directors who resigned or retired in the fiscal year 2024
Directors who resigned or retired in the fiscal year 2024 Name Title and assignment (Note) Other Makoto Umemiya Member of the Board of Directors Resigned as of April 1, 2024 Motonori Wakabayashi Member of the Board of Directors Resigned as of April 1, 2024 Masami Yamamoto Member of the Board of Directors Retired as of June 26, 2024 Nobuhiro Kaminoyama Member of the Board of Directors Retired as of June 26, 2024 Note: The titles and assignments are as of the date of their resignation or retirement. Executive officers as defined in the Companies Act Name Title and assignment Major concurrent office Masahiro Kihara* President & Group CEO (Representative Executive Officer) Member of the Board of Directors of Mizuho Trust & Banking Co., Ltd. Member of the Board of Directors of Mizuho Securities Co., Ltd. Hidekatsu Take* Deputy President & Senior Executive Officer (Representative Executive Officer) Head of Global Corporate & Investment Banking Company In Charge of Specially Assigned Matters Managing Executive Officer of Mizuho Bank, Ltd. Kazutoshi Isogai Senior Executive Officer Head of Retail & Business Banking Company Managing Executive Officer of Mizuho Bank, Ltd. Masayuki Sugawara Senior Executive Officer Head of Corporate & Investment Banking Company Member of the Board of Directors, Deputy President of Mizuho Bank, Ltd.
Slide 94 — Name
Name Title and assignment Major concurrent office Kenya Koshimizu Senior Executive Officer Co-Head of Global Markets Company Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Daishi Sasaki Senior Executive Officer Co-Head of Global Markets Company Managing Executive Officer of Mizuho Securities Co., Ltd. Noriyuki Sato Senior Executive Officer Head of Asset Management Company In Charge of Specially Assigned Matters Managing Executive Officer of Mizuho Bank, Ltd. Tsutomu Yamamoto Senior Executive Officer Head of Global Transaction Banking Unit Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Yasuhiko Ushikubo Senior Executive Officer Head of Research & Consulting Unit Group CSuO Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Member of the Board of Directors of Mizuho Research & Technologies, Ltd. Naoshi Inomata Senior Executive Officer Group CSO Managing Executive Officer of Mizuho Bank, Ltd. Member of the Board of Directors, Deputy President of Mizuho Trust & Banking Co., Ltd. Minako Nakamoto Senior Executive Officer Group CGO Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd.
Slide 95 — Name
Name Title and assignment Major concurrent office Takefumi Yonezawa* Senior Executive Officer Group CFO General Manager of International Accounting Standards Project Team Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Shiro Shiraishi Senior Executive Officer Group CRO Executive Managing Director of Mizuho Bank, Ltd. Nobuhiro Kaminoyama Senior Executive Officer Group CHRO Group CDO Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Natsumi Akita Senior Executive Officer Group CCuO Group CBO Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd. Mitsuhiro Kanazawa* Senior Executive Officer Group CIO Managing Executive Officer of Mizuho Bank, Ltd. Member of the Board of Directors of Mizuho Research & Technologies, Ltd. Shinichiro Hihara Senior Executive Officer Group Co-CIO Managing Executive Officer of Mizuho Bank, Ltd. Hideki Tsujimori Senior Executive Officer Group CPrO Managing Executive Officer of Mizuho Bank, Ltd. Makoto Matsubara Senior Executive Officer Group CCO Managing Executive Officer of Mizuho Bank, Ltd. Managing Executive Officer of Mizuho Trust & Banking Co., Ltd.
Slide 96 — Name
Name Title and assignment Major concurrent office Hisashi Kikuchi Senior Executive Officer Group CAE Member of the Board of Directors (Audit & Supervisory Committee Member) of Mizuho Bank, Ltd. Member of the Board of Directors (Audit & Supervisory Committee Member) of Mizuho Trust & Banking Co., Ltd. Member of the Board of Directors (Audit & Supervisory Committee Member) of Mizuho Securities Co., Ltd. Audit & Supervisory Board Member of Mizuho Research & Technologies, Ltd. Notes: 1. Executive officers marked with asterisks (*) are executive officers concurrently serving as directors. 2. The titles and assignments are based on the former designations used until March 31, 2025. Executive officers who resigned in the fiscal year 2024 Notes: 1. The titles and assignments are as of the date of their resignation. 2. The titles and assignments are based on the former designations used until March 31, 2025. Name Title and assignment (Note) Other Makoto Umemiya Deputy President & Senior Executive Officer (Representative Executive Officer) Group CDO Resigned as of April 1, 2024 Motonori Wakabayashi Senior Executive Officer Group CRO Resigned as of April 1, 2024 Koji Yonei Senior Executive Officer Group CIO Resigned as of April 1, 2024
Slide 97 — Reference:
Reference: Shown below are the executive officers as defined in the Companies Act as of April 1, 2025: Executive officers as defined in the Companies Act Name Title and assignment Masahiro Kihara President & Group CEO (Representative Corporate Executive) Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in corporate planning, financial planning, risk management, investment banking business, markets business and other matters as a member of the group since 1989. He has served as President & Group CEO of Mizuho Financial Group since February 2022, after having served in positions such as Project Manager of Risk Governance Enhancement Project Team of Mizuho Financial Group, General Manager of Risk Management Department, General Manager of Financial Planning Department, Head of Financial Control & Accounting Group, Head of Strategic Planning Group of Mizuho Securities Co., Ltd. and Head of Global Products Unit of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies, business management and internal control. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as the head of business execution and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 98 — Name
Name Title and assignment Hidekatsu Take Deputy President & Corporate Executive (Representative Corporate Executive) Head of Global Corporate & Investment Banking Company In Charge of Specially Assigned Matters Reason for appointment as an executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in international business, corporate planning, business promotion and other matters as a member of the group since 1988. He has served in his current position since the fiscal year 2022, after having served in positions such as General Manager of Strategic Planning Division of Mizuho Financial Group, Joint Head of the Americas of Mizuho Bank, Ltd., Head of Asia & Oceania, Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of Mizuho Bank, Ltd. and Head of Corporate & Institutional Company of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies on a global basis and business management. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Assistant to Head of Business Execution and Head of Global Corporate & Investment Banking Company and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 99 — Name
Name Title and assignment Kazutoshi Isogai Senior Managing Corporate Executive Co-Head of Retail & Business Banking Company Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience, having been engaged in financial planning, human resource management, corporate planning, business promotion and other matters as a member of the group since 1991. He has served in his current position since the fiscal year 2025, after having served in positions such as General Manager of Financial Planning Department of Mizuho Financial Group, General Manager of a branch of Mizuho Bank, Ltd., Deputy Head of Retail & Business Banking Company of Mizuho Financial Group, and, from the fiscal year 2023, Head of Retail & Business Banking Company of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of domestic business and operation of Mizuho Financial Group, as well as the risks and opportunities therein. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Co-Head of Retail & Business Banking Company and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution. Name Title and assignment Masayuki Sugawara Senior Managing Corporate Executive Head of Corporate & Investment Banking Company Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in business promotion, international business and other matters as a member of the group since 1988. He has served in his current position since the fiscal year 2023, after having served in positions such as General Manager and CEO for East Asia of Mizuho Bank, Ltd. Through his experience in the group, he has a deep understanding of the business and operational realities of large corporations, including those overseas, as well as the risks and opportunities thereof. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Head of Corporate & Investment Banking Company and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 100 — Name
Name Title and assignment Noriyuki Sato Senior Managing Corporate Executive Head of Asset Management Company In Charge of Specially Assigned Matters Reason for appointment as executive officer as defined in the Companies Act: After having been engaged in business as a member of Mizuho Financial Group from 1989 through 2003, he has served as the head of REIT management at DIAM Co., Ltd. and Asset Management One Co., Ltd., and also served as CEO at AP Property Fund Management Pte Ltd since 2021. Accordingly, he has abundant business and management experience domestically and internationally. In addition, he has served in his current position since the fiscal year 2023. He has been consistently involved in the asset management business throughout his career, particularly contributing to the development of the J-REIT market in its infancy, and has extensive business and management experience overseas, giving him a deep understanding of the realities of such business as well as the risks and opportunities thereof. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Head of Asset Management Company and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution. Name Title and assignment Tatsuya Kurosawa Senior Managing Corporate Executive Group CGO Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience, having been engaged in investment banking business, large enterprise business and other matters as a member of the group since 1994. He has served in his current position since the fiscal year 2025, after having served in positions such as General Manager of Strategic Investment Department of Mizuho Bank, Ltd., General Manager of Global Products Coordination Department of Mizuho Financial Group and General Manager of Sogo Shosha, Realty & Financial Sponsor Industry Department No. 1 of Mizuho Bank, Ltd. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, expertise in investment banking products and insight into broader social trends affecting the group’s business, including economic and financial trends. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CGO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 101 — Name
Name Title and assignment Takefumi Yonezawa Senior Managing Corporate Executive Group CFO General Manager of International Accounting Standards Project Team Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience, having been engaged in accounting, industry research, financial planning and other matters as a member of the group since 1993. He has served in his current position since the fiscal year 2023, after having served in positions such as General Manager of Financial Planning Department and Deputy Head of Financial Control & Accounting Group of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies and financial strategies that take into account economic, social and industry trends. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CFO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 102 — Name
Name Title and assignment Shiro Shiraishi Senior Managing Corporate Executive Group CRO Reason for appointment as an executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience, having been engaged in international business, corporate planning, retail business planning and other matters as a member of the group since 1993. He has served in his current position since the fiscal year 2024, after having served in positions such as General Manager of Business Promotion Office, Global Corporate Coordination Department of Mizuho Bank Co., Ltd., General Manager of Office of Chairman of Japanese Bankers Association, General Manager of Retail & Business Banking Coordination Department of Mizuho Financial Group and Chief Audit Executive (CAE) of Mizuho Bank Co., Ltd. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, broad risk management and governance, and expert knowledge concerning social trends affecting the group’s business, such as global economics, finance and sustainability. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CRO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 103 — Name
Name Title and assignment Makoto Hitomi Senior Managing Corporate Executive Group CHRO Reason for appointment as an executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience, having been engaged in human resource management, business promotion and other matters as a member of the group since 1993. He has served in his current position since the fiscal year 2025, after having served in positions such as General Manager of Tochigi Branch of Mizuho Bank, Ltd., General Manager of Facility Management Department of Mizuho Financial Group, General Manager of Human Resources Department of Mizuho Securities Co., Ltd., General Manager of Talent Planning and Management Department of Mizuho Financial Group and Group Co-Chief Human Resources Officer (Group Co-CHRO) of Mizuho Financial Group. Through his experience in the group, he has abundant knowledge and experience in in both the group’s overall business and human resource management. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CHRO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 104 — Name
Name Title and assignment Mitsuhiro Kanazawa Senior Managing Corporate Executive Group CIO Reason for appointment as an executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in corporate planning, risk management, international business, business promotion and other matters as a member of the group since 1990. He has served in his current position since the fiscal year 2024, after having served in positions such as General Manager of Americas Department of Mizuho Bank Co., Ltd., Executive Officer In charge of Credit, General Manager of Risk Management Department, Deputy Head of Strategic Planning Group, Co-Head of IT & Systems Group and Group CPrO of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, internal and external risk governance and IT strategies. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CIO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution. Name Title and assignment Minako Nakamoto Senior Managing Corporate Executive Group CCO Reason for appointment as executive officer as defined in the Companies Act: She is well-acquainted with the overall business, and has abundant experience domestically and internationally, having been engaged in corporate planning, international business, business promotion and other matters as a member of the group since 1993. She has served in her current position since the fiscal year 2025, after having served in positions such as president of a local subsidiary in the U.S., General Manager of Ginza Branch of Mizuho Bank, Ltd., General Manager of Corporate Planning Department of Mizuho Securities Co., Ltd. and Group CGO of Mizuho Financial Group. Through her experience in the group, she has a deep understanding of the realities of the group’s overall business as well as organizational structure, operations, the group’s overall internal control system and other matters. She also has overall planning and leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed her as an executive officer as defined in the Companies Act based on the role delegated to her as Group CCO and based on the decision that her experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 105 — Name
Name Title and assignment Hisashi Kikuchi Senior Managing Corporate Executive Group CAE Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience, having been engaged in corporate planning, human resource management, business promotion and other matters as a member of the group since 1988. He has served in his current position since the fiscal year 2020, after having served in positions such as General Manager of Tokyo Corporate Banking Department of Mizuho Bank Co., Ltd., General Manager of Corporate Secretariat and Head of Strategic Planning Group of Mizuho Financial Group. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies, various risk management, internal control and audit. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CAE and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution. Name Title and assignment Naoshi Inomata Senior Managing Corporate Executive Group CSO Reason for appointment as an executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in corporate planning, international business, investment banking business and other matters as a member of the group since 1990. He has served in his current position since the fiscal year 2023, after having served in positions such as Project Manager of U.S. Platform Intensive Enhancement Project Team, General Manager of Asia & Oceania Department of Mizuho Bank, Ltd and Group Chief Strategy Officer. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, business strategies, management of corporate resources and management of various risks and internal control. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CSO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 106 — Name
Name Title and assignment Nobuhiro Kaminoyama Senior Managing Corporate Executive Group CDO In Charge of Specially Assigned Matters Reason for appointment as executive officer as defined in the Companies Act: He is well-acquainted with the overall business, and has abundant business experience domestically and internationally, having been engaged in human resource management, business promotion and other matters as a member of the group since 1991. He has served as Group CDO since the fiscal year 2024, after having served in positions such as General Manager of Corporate Banking Department No.9 of Mizuho Bank Co., Ltd., General Manager of Corporate Secretariat of Mizuho Financial Group and Group CHRO. Through his experience in the group, he has a deep understanding of the realities of the group’s overall business as well as, among others, corporate governance, broad systems, operations, education and employee engagement regarding human capital. He also has overall planning and organizational leadership skills backed by a wealth of management experience. Mizuho Financial Group has appointed him as an executive officer as defined in the Companies Act based on the role delegated to him as Group CDO and based on the decision that his experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution. Name Title and assignment Natsumi Akita Senior Managing Corporate Executive Group CCuO / Group CBO Reason for appointment as executive officer as defined in the Companies Act: She has served as Group CCuO since the fiscal year 2023 and Group CBO since the fiscal year 2024, having been engaged in human resource and organizational development, transformation of corporate culture, brand strategies and other matters as a member of the group since 2022, after having served in positions such as executive of other financial institutions and entities. Through her management experience at various organizations and significant business experience with respect to marketing and public relations, she has a deep understanding of human resource needs, and also has overall planning and organizational leadership skills backed by a wealth of management experience including experience in other companies. Mizuho Financial Group has appointed her as an executive officer as defined in the Companies Act based on the role delegated to her as Group CCuO and Group CBO and based on the decision that her experience and expert knowledge can be utilized both in decision-making on business execution delegated by the Board of Directors and in oversight of business execution.
Slide 107 — Reference:
Reference: Group CGO : Group Chief Governance Officer Group CFO : Group Chief Financial Officer Group CRO : Group Chief Risk Officer Group CHRO : Group Chief Human Resources Officer Group CPO : Group Chief People Officer Group CIO : Group Chief Information Officer Group CPrO : Group Chief Process Officer Group CCO : Group Chief Compliance Officer Group CAE : Group Chief Audit Executive Group CSO : Group Chief Strategy Officer Group CDO : Group Chief Digital Officer Group CSuO : Group Chief Sustainability Officer Group CCuO : Group Chief Culture Officer Group CBO : Group Chief Branding Officer
Slide 108 — (2) Aggregate compensation for directors and executive officers
(2) Aggregate compensation for directors and executive officers Basic Policy for Executive Compensation We, by resolution of the Compensation Committee, established the Basic Policy for Executive Compensation concerning the decision on compensation for each individual director, executive officer as defined in the Companies Act, deputy chairperson & executive officer, deputy president & executive officer and managing executive officer (the “Officers”). Basic Policy for Executive Compensation (Basic principle) • Executive compensation shall be provided as compensation for the responsibilities assigned to, and the performance of, each of the Officers, and function as an incentive for each of the Officers to exercise their designated function to the fullest in our effort to realize management that contributes to value creation for various stakeholders and improve corporate value through continuous and stable corporate growth, based on our basic management policies under our Corporate Philosophy. (Executive compensation system) • Executive compensation for each of the Officers shall be determined based on a pre-determined executive compensation system. • The executive compensation system shall include systems and rules related to, among other factors, payment compensation standards (standard amounts), structure (such as fixed and variable portions), form (such as cash or stocks) and timing (such as regular payment or payment at resignation). • The executive compensation system shall be established in accordance with both domestic and foreign rules and guidelines concerning executive compensation. • The executive compensation system shall reflect our economic and social environment as well as our medium- and long-term business performance, and we shall design our system appropriately by referring to such systems of other companies, including our competitors. (Control) • Part of an Officer’s executive compensation shall be provided on a deferred payment basis over multiple years in order to mitigate risks stemming from actions taken for short-term gains that are excessively risky or could compromise value creation for various stakeholders. • We shall introduce, as necessary, measures to decrease or compel forfeiture of such deferred amounts or to compel forfeiture of, in whole or in part,
Slide 109 — compensation already paid. In addition, we have established and maintain a
compensation already paid. In addition, we have established and maintain a separate compensation recovery policy called the "Recovery Policy for Executive Compensation" based on Section 303A.14 of the New York Stock Exchange Listed Company Manual. (Governance) • In order to effectively ensure objectivity, appropriateness and fairness with respect to executive compensation, the Compensation Committee shall determine the important relevant matters, such as this policy, the design of the executive compensation system and the executive compensation for each director and executive officer as defined in the Companies Act. • All members of the Compensation Committee shall, in principle, be appointed from outside directors (or at least non-executive directors) and the Chairperson thereof shall be an outside director. (Disclosure) • In order to effectively ensure transparency with respect to executive compensation, this policy, the executive compensation system and the executive compensation decided upon shall be disclosed in a lawful, appropriate manner through suitable means.
Slide 110 — Compensation system (fiscal year 2024)
Compensation system (fiscal year 2024) Compensation for our Officers shall consist of Base Compensation and Incentive Compensation. Details of the compensation type, performance linkage, payment timing and payment method of each compensation type are shown in the chart below. The proportion of each type of compensation for each of the Officers is determined according to the functions and responsibilities of each of the Officers and the proportion of Incentive Compensation is determined so as to maximize the proportion of the Group CEO’s compensation. From the perspective of ensuring the effectiveness of the supervisory function, compensation for Non- executive officers responsible for management supervision shall, in principle, consist of only Base Compensation and Stock Compensation I, with respect to which the details of the payment is not changed due to, among other reasons, our business results, and such composition shall be, in principle, 85% and 15%, respectively. 1. Payment will be made monthly in cash in accordance with the roles and responsibilities of each of the Officers. 2. Payment in accordance with the roles and responsibilities of each of the Officers as an incentive to increase corporate value over the medium- to long-term and for other purposes. 3. Payment in accordance with level of achievement of financial indicators emphasized by the Mizuho Financial Group and evaluation of indicators related to stakeholders as an incentive to increase corporate value over the medium- to long-term and for other purposes. 4. Payment in accordance with level of achievement of financial indicators emphasized by the Mizuho Financial Group and the evaluation of individual performance as an incentive for fiscal year performance to increase corporate value.
Slide 111 — Matters regarding corporate performance-linked compensation and others
5. Deferred payment over three years starting the fiscal year after next for payments above a certain amount. 6. A system has been adopted that enables malus (forfeiture of compensation remaining unpaid) and clawback (request for return of compensation) by resolution of the Compensation Committee depending on the performance of the group or the individual. Matters regarding corporate performance-linked compensation and others Stock Compensation II and Short-term Incentive Compensation, which are categorized as corporate performance-linked compensation and others, shall be determined by multiplying the base amount, which is determined based on the functions and responsibilities of each of the Officers, by a corporate performance- linked factor. The corporate performance-linked factor for Stock Compensation II shall be determined by the Compensation Committee within the range of 0% to 150% based on target achievement rates for medium- to long-term performance indicators, with respect to which the evaluation axes are “Finance of Mizuho Financial Group,” “Customers,” “Economy and society” and “Employees.” For the medium-to long-term performance indicators, we selected “Consolidated ROE” (which indicates management efficiency), “Consolidated Net Business Profits + Net gains or losses related to ETFs and others” (which indicates the profitability of the core operations) and “Total Shareholder Return (TSR)” (which indicates overall shareholder returns), with respect to which the evaluation axis is “Finance of Mizuho Financial Group.” In addition, we selected, among others, “Sustainable finance amount” (which indicates the outcome of responding to capital demand for resolution of environmental and societal issues), “Assessments by ESG rating agencies” (which indicates the objective assessments of sustainability promotion structure) and “Engagement score” and “Inclusion score” (which indicate the status of human capital enhancement and corporate culture transformation), with respect to which the evaluation axes are “Customers,” “Economy and society” and “Employees.” The corporate performance-linked factor for Short-term Incentive Compensation shall be determined by the Compensation Committee within the range of 0% to 150% based on the figure calculated by multiplying (i) the factor of the evaluation based on the target achievement rates for short-term performance indicators we selected, with respect to which the evaluation axis is “Finance of Mizuho Financial Group” (the “short-term performance indicators” and, along with the evaluation using such indicators, hereinafter the “evaluation of short-term performance indicators”) by (ii) the evaluation factor based on individual evaluation of each
Slide 112 — Officer. For the short-term performance indicators, we selected the “Profit
Officer. For the short-term performance indicators, we selected the “Profit Attributable to Owners of Parent” (which is the final result of management’s performance) and the “Gross Profit RORA” (which indicates the management’s efficiency), with respect to which the evaluation axis is “Finance of Mizuho Financial Group.” In addition, individual evaluation shall be conducted based on perspectives of evaluation to be set based on the functions and responsibilities of each of the Officers. In the case of the Group CEO, the factor of the evaluation of short-term performance indicators fluctuates within the range of 0% to 140%, the individual evaluation factor fluctuates within the range of 0% to 110%, and the evaluation factor for the short-term performance indicators and individual evaluation is capped at 150%.
Slide 113 — Matters regarding non-monetary compensation (Stock Compensation)
Matters regarding non-monetary compensation (Stock Compensation) We have introduced a stock compensation system utilizing a trust (the “System”). The System operates through the Board Benefit Trust (BBT), in which our shares are acquired from the stock market through the trust with the fund we contribute to, which is to be provided to the Officers in accordance with the Rules of Distribution of Officer Shares stipulated. The System consists of Stock Compensation I and Stock Compensation II. Stock Compensation I refers to the system in which a fixed number of shares is given to an Officer at the time of their resignation, which is determined by the functions and responsibilities of each of the Officers at the time. The system allows for a reduction or forfeiture of the compensation depending on the performance of the group or the individual. Stock Compensation II is a system in which deferred payments over three years will be made in the form of shares determined in accordance with, among others, the target achievement rates with regard to the financial indicators and indicators related to stakeholders, which are emphasized by the Group to increase its corporate value over the medium- to long-term. The system allows for a reduction or forfeiture of the deferred compensation depending on the performance of the group or the individual. Details of Stock Compensation paid or determined to be paid during the fiscal year 2024 under the System are described on page 116 and page 4 (Convocation Notice of the 23rd Ordinary General Meeting of Shareholders (Matters Omitted from the Documents to be Delivered to Shareholders Who Have Requested the Delivery of Documents in Paper Form)). The voting rights pertaining to the shares owned by the trust shall not be exercised. (Reference) Compensation system for the fiscal year 2025 The Compensation Committee has reviewed the compensation system for the fiscal year 2025, in order to further enhance incentive functions relating to realization of management that contributes to value creation for various stakeholders and improvement of medium- to long-term corporate value. Specifically, in order to strengthen value sharing with shareholders, we have expanded the stock compensation ratio of the Officers responsible for business execution and have reviewed part of the method of determination of corporate performance-linked compensation.
Slide 114
Slide 115 — Compensation determination process
Compensation determination process The Compensation Committee shall determine the executive compensation system, including the compensation system, taking into account the Basic Policy for Executive Compensation. In addition, in order to ensure fairness and objectivity concerning the compensation for each of the Officers, the Compensation Committee shall determine the compensation for each individual director and executive officer of Mizuho Financial Group as defined in the Companies Act and approve the compensation of each individual director of Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities (the “Three Core Companies”). Visual breakdown of the compensation determination process Determination of compensation Executive officers as defined in our internal regulations Compensation Committee f The Chairperson of the Compensation Committee shall be an outside director All of the members of the Compensation Committee are outside directors (as of March 2025) Directors and executive officers as defined in the Companies Act President & CEO Directors Executive officers as defined in the Companies Act Three Core Companies Directors Executive officers as defined in our internal regulations Approval of compensation Approval of compensation Determination of compensation Mizuho Financial Group Application for compensation Application for compensation Determination of compensation Presidents Presidents Determination of compensation
Slide 116 — Amounts of compensation
Amounts of compensation Aggregate amounts of compensation paid to directors and executive officers as defined in the Companies Act and numbers of such directors and executive officers as defined in the Companies Act Shown below is the compensation of the directors and executive officers as defined in the Companies Act. The aggregate compensation paid to directors who concurrently served as executive officers as defined in the Companies Act is included in the below table under “Executive officers as defined in the Companies Act.” The compensation system for the fiscal year 2023 compensation is described on pages 122 and 123 of the Business Report for the 22nd Fiscal Year. https://www.mizuhogroup.com/binaries/content/assets/pdf/mizuhoglobal/investors/financial- information/stock-information/meeting22_1_eng.pdf Directors Compensation for FY2024 Compensation for FY2023 Base Compensation Stock Compensation I Other compensation Short-term Incentive Compensation Stock Compensation II Other compensation Monetary Non-monetary Monetary Non-monetary Monetary Non-monetary Monetary Non-monetary Non- performance- linked Non- performance- linked Non- performance- linked Non- performance- linked Performance- linked Performance- linked Non- performance- linked Non- performance- linked Number of directors 11 10 11 None None None 1 1 Amount 253 57 0 None None None 28 31 (Number of shares) None (16) None None None None None (9) Executive officers as defined in the Companies Act Compensation for FY2024 Compensation for FY2023 Base Compensation Stock Compensation I Other compensation Short-term Incentive Compensation Stock Compensation II Other compensation Monetary Non-monetary Monetary Non-monetary Monetary Non-monetary Monetary Non-monetary Non- performance- linked Non- performance- linked Non- performance- linked Non- performance- linked Performance- linked Performance- linked Non- performance- linked Non- performance- linked Number of executive officers 20 20 20 None 20 20 None None Amount 376 81 1 None 240 234 None None (Number of shares) None (23) None None None (68) None None Notes: 1. The amounts are indicated in units of one million yen and the numbers of shares are indicated in units of one thousand. Fractions are rounded down. 2. The number of directors under “Base Compensation” of the “Compensation for FY2024” column includes one director who retired on June 26, 2024. The number of executive officers under the “Compensation for FY2023” column includes three executive officers who resigned on April 1, 2024. 3. With respect to Stock Compensation I for the fiscal year 2024, the amounts given are obtained by multiplying the stock ownership points, granted by the Compensation Committee in July 2024 for the fiscal year 2024 based on the functions and responsibilities of each of the Officers (one (1) point translates into one (1) share of common stock of Mizuho Financial Group), by the book value of Mizuho
Slide 117 — 4. The other compensation for the fiscal year 2024 includes condolence money premiums (group life
Financial Group stock (JPY 3,441.557 per share). Stock Compensation I is not linked to the performance of the group and shall be paid at the time of resignation. 4. The other compensation for the fiscal year 2024 includes condolence money premiums (group life insurance premiums paid by the group to the Officers as the insured party) and other premium subsidies. 5. The target and result of key indicators related to corporate performance-linked compensation and others for the fiscal year 2023 are as follows: Indicator Target set at the beginning of the fiscal year Result Consolidated ROE 7.0% 7.6% Consolidated Net Business Profits + Net gains or losses related to ETFs and others JPY 900 billion JPY 1,005.8 billion Profit Attributable to Owners of Parent JPY 610 billion JPY 678.9 billion 6. With respect to the Performance Payments, the amounts stated were decided by the Compensation Committee in July 2024 as the Short-term Incentive Compensation for the fiscal year 2023. 7. With respect to Stock Compensation II, the amounts given are obtained by multiplying the stock ownership points, granted by the Compensation Committee in July 2024 for the fiscal year 2023 based on the functions and responsibilities and performance of each of the Officers, by the book value of Mizuho Financial Group stock (JPY 3,441.557 per share). Stock Compensation II for the fiscal year 2023 is expected to be paid as deferred payments over three years from the fiscal year 2025. 8. With respect to the other compensation for the fiscal year 2023, the amount of fixed compensation paid in deferral is stated. The fixed compensation paid in deferral is a system whereby the decision to pay a portion of the fixed compensation is deferred and can be reduced or forfeited in accordance with the performance of Mizuho Financial Group and other factors. 9. Because the amount of corporate performance-linked compensation and others to be paid with respect to the fiscal year 2024 has not yet been determined at present, the aggregate compensation above does not include the amount of corporate performance-linked compensation and others; however, the necessary reserve is recorded for accounting purposes. 10. Since the Compensation Committee determines the executive compensation system, including the compensation system, taking into account the Basic Policy for Executive Compensation, we believe that the details of individual compensation for directors and executive officers as defined in the Companies Act are in line with the Basic Policy for Executive Compensation.
Slide 118 — (3) Liability Limitation Agreement
(3) Liability Limitation Agreement Name Summary of Liability Limitation Agreement Yoshimitsu Kobayashi Agreement pursuant to the provisions provided for in Article 427, Paragraph 1 of the Companies Act, which limits the liability provided for in Article 423, Paragraph 1 of the Companies Act to the greater of either (i) JPY 20 million or (ii) the amount prescribed by laws and regulations, provided that the outside director is bona fide and without gross negligence in performing their duty. Ryoji Sato Takashi Tsukioka Kotaro Ohno Hiromichi Shinohara Izumi Kobayashi Yumiko Noda Takakazu Uchida (4) Matters related to Officers liability insurance contract Scope of Insured The directors, executive officers as defined in the Companies Act, auditors and executive officers as defined in our internal regulations, etc. of Mizuho Financial Group, Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd., Mizuho Securities Co., Ltd., and Mizuho Research & Technologies, Ltd. Summary of Officers liability insurance contract Mizuho Financial Group has entered into an officers’ liability insurance contract with an insurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, to create an environment that supports appropriate risk-taking by Officers without committing them to the possibility of being held liable for their actions. This insurance contract shall, if a claim for damages is made due to an act conducted by the insured based on his/her status as Officers as defined in the Companies Act of Mizuho Financial Group, provide compensation for any damages, litigation expenses or other expenses incurred by the insured. Provided, however, that if the insured (i) obtains illicit profits or benefits, (ii) intentionally violates laws and regulations or (iii) recognizes, before the commencement of the insurance period, a situation where a claim for damages may be made, the indemnity coverage shall not apply; therefore, measures are taken to ensure that the appropriateness of the execution of duties by Officers is not impaired. In addition, Mizuho Financial Group shall bear all insurance premiums and the insured shall not bear any insurance premiums.
Slide 119 — (5) Attendance at meetings of the Board of Directors and Committees
(5) Attendance at meetings of the Board of Directors and Committees (As of March 31, 2025) Name Board of Directors (13 meetings) Nominating Committee (10 meetings) Compensation Committee (7 meetings) Audit Committee (18 meetings) Risk Committee (7 meetings) IT / Digital Transformation Committee (6 meetings) Human Resources Review Meeting (4 meetings) Yoshimitsu Kobayashi Chairperson of the Nominating Committee 13 meetings (100%) 10 meetings (100%) 4 meetings (100%) Ryoji Sato Chairperson of the Audit Committee 13 meetings (100%) 18 meetings (100%) Takashi Tsukioka Chairperson of the Compensation Committee 13 meetings (100%) 10 meetings (100%) 7 meetings (100%) 5 meetings (100%) 6 meetings (100%) 4 meetings (100%) Kotaro Ohno 13 meetings (100%) 10 meetings (100%) 18 meetings (100%) 4 meetings (100%) Hiromichi Shinohara Chairperson of the IT / Digital Transformation Committee 13 meetings (100%) 10 meetings (100%) 6 meetings (100%) 4 meetings (100%) Izumi Kobayashi Chairperson of the Board of Directors 13 meetings (100%) 10 meetings (100%) 7 meetings (100%) 4 meetings (100%) Yumiko Noda 13 meetings (100%) 7 meetings (100%) 7 meetings (100%) Takakazu Uchida 10 meetings (100%) 6 meetings (100%) 13 meetings (100%) Seiji Imai 12 meetings (92%) Hisaaki Hirama Chairperson of the Risk Committee 13 meetings (100%) 18 meetings (100%) 7 meetings (100%) 6 meetings (100%) Masahiro Kihara Chairperson of the Human Resources Review Meeting 13 meetings (100%) 4 meetings (100%) Hidekatsu Take 10 meetings (100%) Mitsuhiro Kanazawa 10 meetings (100%) Takefumi Yonezawa 10 meetings (100%) Note: 1. With respect to Messrs. Takakazu Uchida, Hidekatsu Take, Mitsuhiro Kanazawa and Takefumi Yonezawa,
Slide 120 — the stated attendance at the meetings of the Board of Directors and the Committees is for those meetings
the stated attendance at the meetings of the Board of Directors and the Committees is for those meetings that were held during the fiscal year 2024, after their appointment as directors of Mizuho Financial Group in June 2024. In addition, with respect to Mr. Takashi Tsukioka, the stated attendance at the meetings of the Audit Committee is for those meetings that were held during his term of office as a member of the Audit Committee from April 2024 to June 2024.
Slide 121 — 3. Matters regarding outside directors
3. Matters regarding outside directors (1) Concurrent offices and other details of outside directors Details of major concurrent offices of outside directors are as described in the above “2. Matters regarding directors and executive officers, 1 Directors and executive officers.” Mizuho Financial Group has no relationships required to be stated with the organizations at which the outside directors hold major concurrent offices. (2) Major activities of outside directors The attendance of outside directors at meetings of the Board of Directors and relevant committees during the fiscal year 2024 is as described in the above “2. Matters regarding directors and executive officers, 5 Attendance at meetings of the Board of Directors and Committees.” By leveraging their extensive experience, deep insights, and high level of expertise, outside directors proactively voiced useful opinions in the discussions on proposals, and provided necessary opinions and suggestions from a perspective independent from that of the management at the Board of Directors of Mizuho Financial Group and relevant committees. Name Term in office Input at the Board of Directors meetings and other activities Yoshimitsu Kobayashi 4 years, 9 months By leveraging his broad experience as a senior executive and deep insight about the environment, society and corporate governance, as the Chairperson of the Nominating Committee he led discussions on the composition of the Board of Directors of Mizuho Financial Group and its subsidiaries, and other matters, with the aim of enhancing the group’s overall governance. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on topics such as the importance of effectively communicating, both internally and externally, Mizuho Financial Group’s strategy-based competitive advantage, and establishing effective reporting lines for internal control.
Slide 122 — Name
Name Term in office Input at the Board of Directors meetings and other activities Ryoji Sato 4 years, 9 months By leveraging his deep insight and high level of expertise in finance, accounting and internal control systems, backed by his experience as the Chief Executive Officer (CEO) of an audit firm and extensive experience as a certified public accountant, as the Chairperson of the Audit Committee he led discussions on various themes, such as strengthening of controls on a global basis and enhancement of internal audits. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on topics such as the risk management structure for rapid changes in the market environment and development of the skills of employees in internal audit departments. Takashi Tsukioka 3 years, 9 months By leveraging his extensive experience as a senior executive and deep insight in organizational management, as the Chairperson of the Compensation Committee he led discussions on the appropriateness and the ideal structure of the executive compensation system, as well as the assessment method of Incentive Compensation, and the like, taking into account the business environment of Mizuho Financial Group and economic trends, etc. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on improving engagement of employees both in Japan and overseas, as well as on internal and external communication as part of brand strategies.
Slide 123 — Name
Name Term in office Input at the Board of Directors meetings and other activities Kotaro Ohno 1 year, 9 months By leveraging his extensive experience in the legal profession and his deep insight and expertise in organizational management and corporate governance, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on the ideal structure of the evaluation of employees, taking into account the Purpose and Values; on the need for personnel exchanges between internal audit departments and other departments; on approaches to AI Initiatives Policy; and on improving engagement of employees who support business areas, including those in administrative and IT & Systems departments. Hiromichi Shinohara 1 year, 9 months By leveraging his extensive experience as a senior executive and his deep insight into technology, as the Chairperson of the IT / Digital Transformation Committee he led discussions on promoting DX, on IT reforms, on policies for important IT projects, on system risk management and on cybersecurity structure and other matters. In addition, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on the need for cross- departmental collaboration between business and IT & Systems areas, as well as for the maintenance of data aimed at business strategies; and on establishing plans to ensure the effectiveness of IT and DX.
Slide 124 — Name
Name Term in office Input at the Board of Directors meetings and other activities Izumi Kobayashi 7 years, 9 months By leveraging her extensive experience as a senior executive and her deep insight and expertise in the field of finance and global trends surrounding the business, at the Board of Directors meetings, she provides opinions and suggestions on investor engagement based on Mizuho Financial Group’s strengths and on the initiatives with regard to the reduction of cross-shareholdings. In addition, as the Chairperson of the Board of Directors, she demonstrated her excellent skills in leading the administration of the Board of Directors and appropriately performed supervisory functions by, among other things, regularly and proactively communicating with both domestic and foreign officers and employees, including the President & Group CEO, full-time members of the Audit Committee and members of the Board of Directors of subsidiaries, as well as investors, etc., and revitalizing discussions at the Board of Directors meetings from a multifaceted perspective. Yumiko Noda 1 year, 9 months By leveraging her extensive experience as a senior executive and her deep insight in the fields of finance and sustainability at the Board of Directors meetings, she appropriately performed supervisory functions by, among other things, providing opinions and suggestions on the need to establish a unique competitive advantage based on the Purpose, to cultivate a culture of taking on challenges in light of the results of the staff survey and to raise employee awareness through messages from executives, as well as on the importance of diverse perspectives in the area of sustainability and the importance of communication with investors.
Slide 125 — Name
Name Term in office Input at the Board of Directors meetings and other activities Takakazu Uchida 9 months By leveraging his extensive experience as a CFO of a global corporation and his deep insight in corporate governance, finance and risk management, at the Board of Directors meetings, he appropriately performed supervisory functions by, among other things, providing opinions and suggestions on topics such as the enhancement of governance systems in and outside Japan, capital management, including in respect of Mizuho Financial Group’s shareholder return policy, the optimization of operations associated with the reorganization of group companies, the medium- to long- term need to establish a unique brand, and business continuity policies in light of the external business environment.
Slide 126 — (3) Compensation for outside directors (for the fiscal year 2024)
(3) Compensation for outside directors (for the fiscal year 2024) Compensation paid by Mizuho Financial Group Compensation paid by subsidiary of Mizuho Financial Group Base Compensation Stock Compensation I Other compensation None Monetary Non-monetary Monetary Non-monetary Non- performance- linked Non- performance- linked Non- performance- linked Non- performance- linked Number of persons 9 8 9 None None Amount 142 28 0 None None (Number of shares) None (8) None None None Notes: 1. The amounts are indicated in units of one million yen and the numbers of shares are indicated in units of one thousand. Fractions are rounded down. 2. With respect to Stock Compensation I, the amounts given are obtained by multiplying the stock ownership points, granted by the Compensation Committee of Mizuho Financial Group in July 2024 for the fiscal year 2024 based on the functions and responsibilities of each of the Officers, (one (1) point translates into one (1) share of common stock of Mizuho Financial Group), by the book value of Mizuho Financial Group stock (JPY 3,441.557 per share). Stock Compensation I is not linked to the performance of the group and shall be paid at the time of resignation. 3. The other compensation includes condolence money premiums (group life insurance premiums paid by the group to the Officers as the insured party) and other premium subsidies. 4. Since the Compensation Committee determines the executive compensation system, including the compensation system, taking into account the Basic Policy for Executive Compensation, we believe that the details of individual compensation for outside directors as defined in the Companies Act are in line with the Basic Policy for Executive Compensation. Other matters to consider There are no matters to report that apply to the following sections: “Other important matters regarding the current state of the group,” “Indemnity agreements with directors and executive officers,” “Opinion of the outside directors,” “Liability limitation agreements with independent auditors,” “Indemnity agreements with independent auditors,” “Basic policy on the conduct of parties in control of financial and business policy decisions of the company,” “Matters concerning transactions with the parent company” and “Matters concerning accounting advisors (‘kaikei sanyo’).”
Slide 127 — CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2025 Millions of yen As of March 31, 2025 Assets Cash and Due from Banks ¥ 72,483,086 Call Loans and Bills Bought 688,473 Receivables under Resale Agreements 28,107,374 Guarantee Deposits Paid under Securities Borrowing Transactions 2,078,999 Monetary Claims Bought 3,932,427 Trading Assets 22,240,796 Money Held in Trust 632,025 Securities 34,307,574 Loans and Bills Discounted 94,108,757 Foreign Exchanges 2,237,879 Derivatives other than for Trading Assets 3,497,747 Other Assets 7,008,874 Tangible Fixed Assets 1,122,592 Buildings 332,093 Land 570,345 Lease Assets 20,968 Construction in Progress 61,297 Other Tangible Fixed Assets 137,887 Intangible Fixed Assets 808,897 Software 453,171 Goodwill 108,029 Lease Assets 11,419 Other Intangible Fixed Assets 236,277 Net Defined Benefit Asset 758,783 Deferred Tax Assets 237,630 Customers' Liabilities for Acceptances and Guarantees 9,824,242 Allowances for Loan Losses (755,751) Allowance for Investment Losses (5) Total Assets ¥ 283,320,404 Liabilities Deposits ¥ 158,746,762 Negotiable Certificates of Deposit 14,398,784 Call Money and Bills Sold 2,745,165 Payables under Repurchase Agreements 38,393,650 Guarantee Deposits Received under Securities Lending Transactions 1,604,389 Commercial Paper 2,138,133 Trading Liabilities 14,290,572 Borrowed Money 4,008,514 Foreign Exchanges 840,486 Short-term Bonds 724,118 Bonds and Notes 12,877,794 Due to Trust Accounts 950,946 Derivatives other than for Trading Liabilities 4,566,669 Other Liabilities 6,267,822 Reserve for Bonus Payments 224,246 Reserve for Variable Compensation 2,226 Net Defined Benefit Liability 68,259 Reserve for Director and Corporate Auditor Retirement Benefits 484 Reserve for Possible Losses on Sales of Loans 1,266 Reserve for Contingencies 22,542 Reserve for Reimbursement of Deposits 7,146 Reserve for Reimbursement of Debentures 19,965 Reserves under Special Laws 4,247 Deferred Tax Liabilities 21,155 Deferred Tax Liabilities for Revaluation Reserve for Land 47,059 Acceptances and Guarantees 9,824,242 Total Liabilities ¥ 272,796,651
Slide 128 — Millions of yen
Millions of yen As of March 31, 2025 Net Assets Common Stock ¥ 2,256,767 Capital Surplus 1,129,730 Retained Earnings 6,046,578 Treasury Stock (9,462) Total Shareholders' Equity 9,423,614 Net Unrealized Gains (Losses) on Other Securities 867,697 Deferred Gains (Losses) on Hedges (465,204) Revaluation Reserve for Land 98,680 Foreign Currency Translation Adjustments 398,783 Remeasurements of Defined Benefit Plans 119,654 Own Credit Risk Adjustments, Net of Tax (1,014) Total Accumulated Other Comprehensive Income 1,018,596 Stock Acquisition Rights 5 Non-controlling Interests 81,536 Total Net Assets 10,523,753 Total Liabilities and Net Assets ¥ 283,320,404
Slide 129 — CONSOLIDATED STATEMENT OF INCOME
CONSOLIDATED STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED MARCH 31, 2025 Millions of yen For the fiscal year ended March 31, 2025 Ordinary Income ¥ 9,030,374 Interest Income 6,000,202 Interest on Loans and Bills Discounted 2,739,320 Interest and Dividends on Securities 861,082 Interest on Call Loans and Bills Bought 20,981 Interest on Receivables under Resale Agreements 801,353 Interest on Securities Borrowing Transactions 53,453 Interest on Due from Banks 951,617 Other Interest Income 572,394 Trust Fees 62,288 Fee and Commission Income 1,115,433 Trading Income 1,047,459 Other Operating Income 394,573 Other Ordinary Income 410,417 Recovery of Written-off Claims 10,698 Other 399,718 Ordinary Expenses 7,862,233 Interest Expenses 4,954,945 Interest on Deposits 1,690,300 Interest on Negotiable Certificates of Deposit 494,833 Interest on Call Money and Bills Sold 16,426 Interest on Payables under Repurchase Agreements 1,843,925 Interest on Securities Lending Transactions 39,037 Interest on Commercial Paper 65,808 Interest on Borrowed Money 60,493 Interest on Short-term Bonds 2,299 Interest on Bonds and Notes 404,367 Other Interest Expenses 337,452 Fee and Commission Expenses 208,639 Other Operating Expenses 535,969 General and Administrative Expenses 1,840,702 Other Ordinary Expenses 321,975 Provision for Allowance for Loan Losses 36,164 Other 285,811 Ordinary Profits 1,168,141 Extraordinary Gains 58,371 Gains on Disposition of Fixed Assets 36,367 Gains on Cancellation of Employee Retirement Benefit Trust 12,396 Accumulation (Amortization) of Unrecognized Prior Service Cost 9,015 Other Extraordinary Gains 592 Extraordinary Losses 36,428 Losses on Disposition of Fixed Assets 12,692 Losses on Impairment of Fixed Assets 23,270 Other Extraordinary Losses 465 Profit before Income Taxes 1,190,084 Income Taxes: Current 301,525 Deferred (108) Total Income Taxes 301,416 Profit 888,667 Profit Attributable to Non-controlling Interests 3,234 Profit Attributable to Owners of Parent ¥ 885,433
Slide 130 — CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS FOR THE FISCAL YEAR ENDED MARCH 31, 2025 Millions of yen Shareholders' Equity Common Stock Capital Surplus Retained Earnings Treasury Stock Total Shareholders' Equity Balance as of the beginning of the period 2,256,767 1,129,730 5,538,891 (9,402) 8,915,987 Changes during the period Cash Dividends (304,603) (304,603) Profit Attributable to Owners of Parent 885,433 885,433 Repurchase of Treasury Stock (102,921) (102,921) Disposition of Treasury Stock 2 2,861 2,864 Cancellation of treasury shares (99,999) 99,999 㸫 Transfer from Revaluation Reserve for Land 26,853 26,853 Transfer from retained earnings to capital surplus 99,996 (99,996) 㸫 Net Changes in Items other than Shareholders' Equity Total Changes during the period 㸫 (0) 507,686 (59) 507,626 Balance as of the end of the period 2,256,767 1,129,730 6,046,578 (9,462) 9,423,614 Accumulated Other Comprehensive Income Stock Acquisition Rights Non- Controlling Interests Total Net Assets Net Unrealized Gains (Losses) on Other Securities Deferred Gains (Losses) on Hedges Revaluation Reserve for Land Foreign Currency Translation Adjustments Remeasurement s of Defined Benefit Plans Own credit risk adjustments, net of tax Total Accumulated Other Comprehensive Income Balance as of the beginning of the period 929,815 (298,280) 126,879 344,250 214,337 (452) 1,316,550 5 79,591 10,312,135 Changes during the period Cash Dividends (304,603) Profit Attributable to Owners of Parent 885,433 Repurchase of Treasury Stock (102,921) Disposition of Treasury Stock 2,864 Cancellation of treasury shares 㸫 Transfer from Revaluation Reserve for Land 26,853 Transfer from retained earnings to capital surplus 㸫 Net Changes in Items other than Shareholders' Equity (62,117) (166,924) (28,199) 54,533 (94,683) (562) (297,954) 㸫 1,944 (296,009) Total Changes during the period (62,117) (166,924) (28,199) 54,533 (94,683) (562) (297,954) 㸫 1,944 211,617 Balance as of the end of the period 867,697 (465,204) 98,680 398,783 119,654 (1,014) 1,018,596 5 81,536 10,523,753
Slide 131 — NON-CONSOLIDATED BALANCE SHEET
NON-CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2025 Millions of yen As of March 31, 2025 Assets Current Assets Cash and Due from Banks ¥ 36,122 Prepaid Expenses 5,398 Current Portion of Long-term Loans to Subsidiaries and Affiliates 318,162 Other Current Assets 114,294 Total Current Assets 473,977 Fixed Assets Tangible Fixed Assets 47,762 Buildings 15,293 Equipment 263 Land 32,125 Construction in Progress 31 Other Tangible Fixed Assets 48 Intangible Fixed Assets 20,815 Trademarks 0 Software 18,871 Other Intangible Fixed Assets 1,943 Investments 16,188,875 Investment Securities 9 Investments in Subsidiaries and Affiliates 5,984,054 Long-term Loans to Subsidiaries and Affiliates 10,145,501 Long-term Prepaid Expenses 102 Prepaid Pension Cost 36,592 Other Investments 22,615 Total Fixed Assets 16,257,453 Total Assets ¥ 16,731,431 Liabilities Current Liabilities Short-term Borrowings ¥ 530,000 Accounts Payable 13,553 Accrued Expenses 91,274 Accrued Corporate Taxes 996 Deposits Received 1,505 Unearned Income 101 Reserve for Bonus Payments 2,541 Reserve for Variable Compensation 1,106 Current portion of Bonds and Notes Payable 213,162 Current portion of Long-term Borrowings 15,000 Total Current Liabilities 869,241 Non-Current Liabilities Bonds and Notes 9,526,501 Long-term Borrowings 195,000 Deferred Tax Liabilities 1,740 Reserve for Employee Retirement Benefits 13,537 Other Non-Current Liabilities 17,991 Total Non-Current Liabilities 9,754,769 Total Liabilities ¥ 10,624,011 Net Assets Shareholders' Equity Common Stock ¥ 2,256,767 Capital Surplus Capital Reserve 1,196,659 Total Capital Surplus 1,196,659 Retained Earnings Appropriated Reserve 4,350 Other Retained Earnings 2,656,803 Retained Earnings Brought Forward 2,656,803 Total Retained Earnings 2,661,153 Treasury Stock (7,222) Total Shareholders' Equity 6,107,357 Valuation and Translation Adjustments Net Unrealized Gains (Losses) on Other Securities, net of Taxes 57 Total Valuation and Translation Adjustments 57 Stock Acquisition Rights 5 Total Net Assets 6,107,420 Total Liabilities and Net Assets ¥ 16,731,431
Slide 132 — NON-CONSOLIDATED STATEMENT OF INCOME
NON-CONSOLIDATED STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED MARCH 31, 2025 Millions of yen For the fiscal year ended March 31, 2025 Operating Income Cash Dividends Received from Subsidiaries and Affiliates ¥ 537,501 Fee and Commission Income Received from Subsidiaries and Affiliates 56,907 Total Operating Income 594,409 Operating Expenses General and Administrative Expenses 65,672 Total Operating Expenses 65,672 Operating Profits 528,736 Non-Operating Income Interest on Loans 269,328 Other Non-Operating Income 1,976 Total Non-Operating Income 271,304 Non-Operating Expenses Interest Expenses 4,023 Interest on Bonds 256,186 Bond Issuance Expenses 7,084 Other Non-Operating Expenses 2,824 Total Non-Operating Expenses 270,118 Ordinary Profits 529,922 Extraordinary Gains Gains on Disposition of Investments in Affiliates 1,712 Gains on Liquidation of Investments in Affiliates 852 Accumulation (Amortization) of Unrecognized Prior Service Cost 662 Total Extraordinary Gains 3,227 Extraordinary Losses Losses on Disposition of Fixed Assets 63 Total Extraordinary Losses 63 Profit before Income Taxes 533,086 Income Taxes: Current 1,028 Deferred (761) Total Income Taxes 266 Profit ¥ 532,820
Slide 133 — NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS FOR THE FISCAL YEAR ENDED MARCH 31, 2025 Millions of yen Shareholders' Equity Common Stock Capital Surplus Retained Earnings Treasury Stock Total Shareholders' Equity Capital Reserve Other Capital Surplus Total Capital Surplus Appropriated Reserve Other Retained Earnings Total Retained Earnings Retained Earnings Brought Forward Balance as of the beginning of the period 2,256,767 1,196,659 0 1,196,660 4,350 2,528,582 2,532,932 (7,443) 5,978,916 Changes during the period Cash Dividends (304,603) (304,603) (304,603) Profit 532,820 532,820 532,820 Repurchase of Treasury Stock (101,907) (101,907) Disposition of Treasury Stock 2 2 2,129 2,131 Cancellation of Treasury Shares (99,999) (99,999) 99,999 㸫 Transfer from Retained Earnings to Capital Surplus 99,996 99,996 (99,996) (99,996) 㸫 Net Changes in Items other than Shareholders' Equity Total Changes during the period 㸫 㸫 (0) (0) 㸫 128,220 128,220 221 128,440 Balance as of the end of the period 2,256,767 1,196,659 㸫 1,196,659 4,350 2,656,803 2,661,153 (7,222) 6,107,357 Valuation and Translation Adjustments Stock Acquisition Rights Total Net Assets Net Unrealized Gains (Losses) on Other Securities, net of Taxes Balance as of the beginning of the period 60 5 5,978,982 Changes during the period Cash Dividends (304,603) Profit 532,820 Repurchase of Treasury Stock (101,907) Disposition of Treasury Stock 2,131 Cancellation of Treasury Shares 㸫 Transfer from Retained Earnings to Capital Surplus 㸫 Net Changes in Items other than Shareholders' Equity (3) 㸫 (3) Total Changes during the period (3) 㸫 128,437 Balance as of the end of the period 57 5 6,107,420
Slide 134 — [Translation]
[Translation] Independent Auditor’s Report May 14, 2025 The Board of Directors Mizuho Financial Group, Inc. Ernst & Young ShinNihon LLC Tokyo, Japan Noboru Miura Designated Engagement Partner Certified Public Accountant Kenjiro Tsumura Designated Engagement Partner Certified Public Accountant Takahiro Fujimoto Designated Engagement Partner Certified Public Accountant Tatsuya Nakamura Designated Engagement Partner Certified Public Accountant Audit opinion Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the notes to the consolidated financial statements of Mizuho Financial Group, Inc. (the "Company") applicable to the fiscal year from April 1, 2024 throughout March 31, 2025. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position and results of operations of the Mizuho Financial Group, Inc. and its consolidated subsidiaries, applicable to the fiscal year ended March 31, 2025 in accordance with accounting principles generally accepted in Japan. Basis for the audit opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in Auditor’s Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its consolidated subsidiaries in accordance with the ethical requirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Slide 135 — Other Information
Other Information The other information comprises business report and the supplemental schedule. Management is responsible for the preparation and disclosure of the other information. In addition, the Audit Committee is responsible for overseeing the Officers and Directors' execution of duties relating to the design and operating effectiveness of the controls over the Group's reporting process of the other information. Our audit opinion on the consolidated financial statements does not cover the other information, and we do not provide an opinion on the other information. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Management’s and the Audit Committee’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern and disclosing, as required by accounting principles generally accepted in Japan, matters related to going concern. The audit committee is responsible for monitoring the execution of duties by executive officers and directors in the development and operation of financial reporting processes Auditor’s Responsibility for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: ࣭ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. ࣭ In making those risk assessments, we consider internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the purpose of the audit of the consolidated financial statements is not expressing an opinion on the effectiveness of the Group’s internal control. ࣭ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. ࣭ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
Slide 136 — conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ࣭ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation in accordance with accounting principles generally accepted in Japan. ࣭ Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company and its consolidated subsidiaries as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the group audit. We remain solely responsible for our audit opinion. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with the ethical requirements regarding independence that are relevant to our audit of the financial statements in Japan, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied to reduce threats to an acceptable level. Conflicts of Interest We have no interest in the Company and its consolidated subsidiaries which should be disclosed in accordance with the Certified Public Accountants Act. ࠙ Notes to the Readers of Independent Auditor's Reportࠚ This is an English translation of the Independent Auditor's Report as required by the Companies Act of Japan for the conveniences of the reader.
Slide 137 — [Translation]
[Translation] Independent Auditor’s Report May 14, 2025 The Board of Directors Mizuho Financial Group, Inc. Ernst & Young ShinNihon LLC Tokyo, Japan Noboru Miura Designated Engagement Partner Certified Public Accountant Kenjiro Tsumura Designated Engagement Partner Certified Public Accountant Takahiro Fujimoto Designated Engagement Partner Certified Public Accountant Tatsuya Nakamura Designated Engagement Partner Certified Public Accountant Audit opinion Pursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited the accompanying non-consolidated financial statements, which comprise the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes in net assets, the notes to the non-consolidated financial statements and the related supplementary schedules ("Financial Statements, etc."), of Mizuho Financial Group, Inc. (the "Company") applicable to the 23nd fiscal year from April 1, 2024 throughout March 31, 2025. In our opinion, the Financial Statements, etc. referred to above present fairly, in all material respects, the financial position and results of operations of Mizuho Financial Group, Inc. applicable to the 23nd fiscal year ended March 31, 2025 in accordance with accounting principles generally accepted in Japan. Basis for the audit opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements, etc. section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements, etc. in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Slide 138 — Other Information
Other Information The other information comprises business report and the supplemental schedule. Management is responsible for the preparation and disclosure of the other information. In addition, the Audit Committee is responsible for overseeing the Officers and Directors' execution of duties relating to the design and operating effectiveness of the controls over the Group's reporting process of the other information. Our audit opinion on the non-consolidated financial statements does not cover the other information, and we do not provide an opinion on the other information. In connection with our audit of the non-consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the non-consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Management’s and the Audit Committee’s Responsibility for the Financial Statements, etc. Management is responsible for the preparation and fair presentation of the Financial Statements, etc. in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the Financial Statements, etc. that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, etc., management is responsible for assessing the Company's ability to continue as a going concern and disclosing, as required by accounting principles generally accepted in Japan, matters related to going concern. The audit committee is responsible for monitoring the execution of duties by executive officers and directors in the development and operation of financial reporting processes. Auditor’s Responsibility for the Audit of the Financial Statements, etc. Our objectives are to obtain reasonable assurance about whether the Financial Statements, etc. as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Statements, etc.. As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: ࣭ Identify and assess the risks of material misstatement of the Financial Statements, etc., whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. ࣭ In making those risk assessments, we consider internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the purpose of the audit of the Financial Statements, etc. is not expressing an opinion on the effectiveness of the Company’s internal control. ࣭ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. ࣭ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
Slide 139 — If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements, etc. or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. ࣭ Evaluate the overall presentation, structure and content of the Financial Statements, etc., including the disclosures, and whether the Financial Statements, etc. represent the underlying transactions and events in a manner that achieves fair presentation in accordance with accounting principles generally accepted in Japan. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with the ethical requirements regarding independence that are relevant to our audit of the Financial Statements, etc. in Japan, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied to reduce threats to an acceptable level. Conflicts of Interest We have no interest in the Company which should be disclosed in accordance with the Certified Public Accountants Act. ࠙ Notes to the Readers of Independent Auditor's Reportࠚ This is an English translation of the Independent Auditor's Report as required by the Companies Act of Japan for the conveniences of the reader.
Slide 140 — [Translation]
[Translation] Audit Report The Audit Committee audited the performance of duties of Mizuho Financial Group’s directors and executive officers as defined in the Companies Act during the 23rd fiscal year since founding (from April 1, 2024 to March 31, 2025) and hereby reports the auditing method and the results thereof as follows: 1. Auditing method and details thereof The Audit Committee periodically received from the directors and the executive officers as defined in the Companies Act, employees, and other related persons, reports on the content of resolutions made by the Board of Directors regarding the matters as enumerated in (b) through (e) of Article 416, Paragraph 1, Item (i) of the Companies Act and the status of (i) the establishment of systems that have been developed in compliance of such resolutions (internal control system) and (ii) the management thereof and, when necessary, requested explanations regarding such reports and expressed our opinions, in addition to which the Audit Committee conducted audits using the following methods. (i) In accordance with the auditing policy established by the Audit Committee and the assignment of the duties of each member of the Audit Committee and other related matters, the Audit Committee, working closely with the Internal Audit Group, attended important meetings; received from the directors, the executive officers as defined in the Companies Act, and other related persons, reports on the matters regarding the performance of their duties and, when necessary, requested explanations regarding such reports; inspected important authorized documents and associated information; and examined the business and financial position of Mizuho Financial Group. As for Mizuho Financial Group’s subsidiaries, the Audit Committee has communicated and shared information with the directors and corporate auditors and other related persons of these subsidiaries and, when necessary, received reports from the subsidiaries regarding their businesses. (ii) The Audit Committee monitored and examined whether the independent auditors maintain their independence and carry out audits in an appropriate manner. The Audit Committee received from the independent auditors reports on the performance of their duties and, when necessary, requested explanations regarding those reports. The Audit Committee also received notification from the independent auditors to the effect that the Audit Committee had developed the structure for ensuring appropriate execution of the duties of the independent auditors (as enumerated in each item of Article 131 of the Company Calculation Regulations) in accordance with the "Quality Control Standards for Audits" (Business Accounting Council) and other applicable standards. When necessary, the Audit Committee requested explanations on such notifications. Based on the foregoing method, the Audit Committee reviewed the Business Report, the supplementary schedules thereto, the consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets and notes to the consolidated financial statements), the non-consolidated financial statements (non-
Slide 141 — consolidated balance sheet, non-consolidated statement of income, non-
consolidated balance sheet, non-consolidated statement of income, non- consolidated statement of changes in net assets and notes to the non- consolidated financial statements), and the supplementary schedules to the non- consolidated financial statements for the 23rd fiscal year. 2. Audit results (1) Audit results on the Business Report A. In our opinion, the Business Report and the supplementary schedules fairly represent Mizuho Financial Group’s condition in conformity with the applicable laws and regulations of Japan as well as the Articles of Incorporation of Mizuho Financial Group. B. With regard to the execution of duties by the directors and the executive officers as defined in the Companies Act, we have found no evidence of misconduct or material facts in violation of the applicable laws and regulations of Japan or the Articles of Incorporation of Mizuho Financial Group in the course of their execution of duties. C. In our opinion, the content of the resolutions of the Board of Directors regarding the internal control systems is appropriate. With respect to the internal control systems, we have not found anything to be pointed out regarding the content of the Business Report nor the performance of duties by the directors and the executive officers as defined in the Companies Act. (2) Results of audit of the consolidated financial statements In our opinion, the method and results of the audit employed and rendered by Ernst & Young ShinNihon LLC, the independent auditors, are fair and reasonable. (3) Results of audit of the non–consolidated financial statements and supplementary schedules thereto In our opinion, the method and results of the audit employed and rendered by Ernst & Young ShinNihon LLC, the independent auditors, are fair and reasonable. May 14, 2025 Audit Committee, Mizuho Financial Group, Inc. Ryoji Sato, Member of the Audit Committee Kotaro Ohno, Member of the Audit Committee Takakazu Uchida, Member of the Audit Committee Hisaaki Hirama, Member of the Audit Committee Note: Messrs. Ryoji Sato, Kotaro Ohno and Takakazu Uchida, the members of the Audit Committee, are “outside directors” as provided for in Article 2, Item 15 and Article 400, Paragraph 3 of the Companies Act. [End of Document]
Slide 142 — Reference
Reference Progress on the sales of cross-shareholdings ˛ Accelerate sales of cross-shareholdings from FY2025, aiming to sell JPY 350B or more in book value over the next 3 years ˛ Additionally reduce JPY 200B in deemed cross-shareholdings to take total market value below 20% of Net Assets over the next 3 years
Slide 143 — * Movement on and after March 2025 is for illustrative purposes only. Includes deemed cross-
* Movement on and after March 2025 is for illustrative purposes only. Includes deemed cross- shareholdings as published in the Annual Securities Report. Assuming no change in Net Assets or stock prices from Mar. 25.
Slide 144 — Shareholdings
Shareholdings (i) Criteria for and view on classification of investment shares Investment shares held for the purpose of investment are held solely to profit from changes in the value of shares or dividends on shares. Investment shares held for purposes other than investment are those held with an aim to maintain and enhance operational and business relationships with and support recovery of the relevant share issuers, as well as to promote the group’s business strategy. The status of shareholdings in respect of the investment shares held for purposes other than investment by Mizuho Bank, Ltd., the amount of the investment shares held by which is the largest amount among those held by our consolidated companies in the fiscal year 2024, is as stated in (ii) b and (ii) c below. (ii) Investment shares held for purposes other than investment a. Shareholding policy and methods to assess rationality of shareholdings and details of assessment by Board of Directors and committees of the appropriateness of each shareholding Policy regarding Mizuho Financial Group’s cross-shareholdings of other listed companies. As a basic policy, unless we consider these holdings to be meaningful, Mizuho Financial Group and the Three Core Companies (Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.) will not hold the shares of other companies as cross-shareholdings. This reflects factors including the changes in the environment surrounding Japan’s Corporate Governance Code and the potential impact on our financial position associated with stock market volatility risk. We consider cross-shareholdings to be meaningful if they contribute to the maintenance and improvement of the corporate value of issuers and the group based on the issuers’ growth potential, outlook or recovery perspectives or as a result of studies on present and future economic feasibility and profitability. We will regularly and continually examine whether shares held as cross- shareholdings are meaningful, and we will dispose of holdings determined to be deficient in meaning with due regard to the impact on the market and other matters requiring consideration. Even if it is significantly meaningful, we will strive to reduce the holdings through dialogue with the issuing companies.
Slide 145 — Process for assessing whether cross-shareholding is meaningful.
Process for assessing whether cross-shareholding is meaningful. Taking into account our Policy Regarding Mizuho Financial Group's Cross- shareholdings of Other Listed Companies, we assess whether cross-shareholding is meaningful using the process outlined below. We will continue to hold the shares of clients if those shares meet a certain profitability threshold based on a quantitative assessment. However, in light of factors including the changes in the environment surrounding Japan’s Corporate Governance Code and the potential impact on our financial position associated with stock market volatility risk, we will strive to reduce the holdings through dialogue with our clients. For those shares that also classified as “Negotiate to improve profitability” based on a comprehensive assessment, we will draw on our relationship of trust with the client in order to engage with them in constructive dialogue. If improvements in profitability can be made as a result, we will continue to hold the shares, but if improvement is not possible, we will negotiate with the client regarding the sale of the shares. We periodically confirm the status of negotiations for the sale of cross-shareholdings and client efforts to improve profitability. Additionally, once per year at a meeting of the Board of Directors, we conduct an assessment of whether it is meaningful to maintain shares of each of the stocks listed in Japan that we are holding. As a result of the assessment of cross-shareholdings based on the threshold effective at the end of March 2024, approximately 30% of the stocks listed in Japan that we held (JPY 916.9 billion in total as of the end of March 2024; acquisition cost basis) did not meet the threshold for continued holding. The results of the assessment may vary based on our business relationship with the client, the market environment and other factors at the time of assessment, but we will continue to work steadily to reduce our cross-shareholdings.
Slide 146 — b. Number of issues and amount registered in the balance sheet
b. Number of issues and amount registered in the balance sheet Number of issues Total amount registered in the balance sheet (JPY million) Shares of listed companies* 693 2,385,471 Shares of unlisted companies* 937 514,202 Note: Shares held for purposes other than investment include JPY 430,405 million of investments in transition areas, digital innovation areas and value co-creation areas, investments in line with the business strategy, such as quasi-equity financing support, and investments for recovery support. Number of issues whose number of shares increased in the fiscal year 2024 Number of issues Total acquisition cost for increased shares (JPY million) Reason for increase in number of shares Shares of listed companies 1 3,790 Cancellation of Employee Retirement Benefit Trust Shares of unlisted companies 25 223,065 Promotion of the group’s business strategy and recovery support Number of issues whose number of shares decreased in the fiscal year 2024 Number of issues Total sale amount of decreased shares (JPY million) Shares of listed companies 166 313,208 Shares of unlisted companies 35 12,293 c. Information on specified investment shares and deemed holdings of shares, including the number of shares and amount registered in the balance sheet of each issue The quantitative effects of the shareholdings are not described for all of the following issues due to the difficulties in describing some of them from the viewpoint of
Slide 147 — confidentiality for certain transactions and other matters. The rationality of the
confidentiality for certain transactions and other matters. The rationality of the shareholding is assessed based on the process for assessing whether cross- shareholding is meaningful. “—” indicates that we do not hold the relevant issues. “*” indicates that information is omitted given that the amount registered in the balance sheet or the market value at the end of the fiscal year of the relevant issue is 1/100 or less of our share capital and that the relevant issues do not fall into the top 60 issues in terms of the amount registered in the balance sheet or the market value at the end of the fiscal year. The “Whether issuer of shares holds our shares” column indicates whether the relevant issuer of shares holds shares of Mizuho Financial Group, Inc. (Specified investment shares) Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, summary of business alliance, quantitative effects of the shareholding and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Total amount registered in the balance sheet (JPY million) Total amount registered in the balance sheet (JPY million) ITOCHU Corporation 31,200,000 31,200,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 215,311 201,739 East Japan Railway Company 39,000,000 39,000,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 115,128 113,841 Canon Inc. 22,558,173 22,558,173 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 104,782 101,534 AEON Co., Ltd. 23,914,700 23,914,700 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 89,680 85,973 Central Japan Railway Company 28,757,500 28,757,500 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 82,073 107,150 Marubeni Corporation 30,000,000 30,000,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 71,385 78,870 Dai-ichi Life Holdings, Inc. 56,000,000 28,000,000 Shares are held for the purpose of maintaining and enhancing operational relationships, mainly in the insurance fields, with the issuer, and comprehensive business relationships with the issuer. Number of shares increased due to stock split. No 63,448 107,884
Slide 148 — Issues
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, summary of business alliance, quantitative effects of the shareholding and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Total amount registered in the balance sheet (JPY million) Total amount registered in the balance sheet (JPY million) Kubota Corporation 25,347,500 31,506,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 46,411 75,110 MITSUI & CO., LTD. 13,389,036 6,694,518 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Number of shares increased due to stock split. Yes 37,482 47,571 NIPPON STEEL CORPORATION 11,046,666 11,046,666 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 35,294 40,519 Daifuku Co., Ltd. 9,265,057 9,265,057 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 33,743 33,205 YASKAWA Electric Corporation 8,100,856 8,100,856 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 30,216 51,383 Tokyo Century Corporation 18,752,120 18,752,120 Shares are held for the purpose of maintaining and enhancing operational relationships, mainly in the leasing business fields, with the issuer, and comprehensive business relationships with the issuer. Yes 27,406 29,759 SUBARU CORPORATION 10,078,909 10,078,909 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 26,658 34,752 Kawasaki Kisen Kaisha, Ltd. 12,694,020 14,266,920 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 25,686 28,861 The Kansai Electric Power Company, Incorporated 12,377,966 12,377,966 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 21,939 27,163 SUZUKI MOTOR CORPORATION 12,000,000 12,000,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 21,720 20,862
Slide 149 — Issues
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, summary of business alliance, quantitative effects of the shareholding and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Total amount registered in the balance sheet (JPY million) Total amount registered in the balance sheet (JPY million) SEIBU HOLDINGS INC. 6,409,800 7,114,800 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 21,165 17,235 The Yokohama Rubber Co., Ltd. 6,093,250 6,130,050 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 20,972 24,679 YAMATO HOLDINGS CO., LTD. 10,247,442 10,247,442 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 20,100 22,113 Kawasaki Heavy Industries, Ltd. 2,239,412 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 19,993 * Keisei Electric Railway Co., Ltd. 14,595,087 4,865,029 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Number of shares increased due to stock split. Yes 19,666 29,963 Nippon Sanso Holdings Corporation 4,332,847 4,332,847 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 19,558 20,572 Murata Manufacturing Co., Ltd. 8,456,122 24,892,122 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 19,495 70,295 DAIKIN INDUSTRIES, LTD. 1,200,000 1,200,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 19,368 24,720 JFE Holdings, Inc. 9,776,680 9,776,680 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 17,886 24,832 DAIWA HOUSE INDUSTRY CO., LTD. 3,500,854 3,500,854 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 17,287 15,851 TOKYU CORPORATION 9,906,415 9,906,415 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 16,692 18,267
Slide 150 — Issues
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, summary of business alliance, quantitative effects of the shareholding and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Total amount registered in the balance sheet (JPY million) Total amount registered in the balance sheet (JPY million) Nisshin Seifun Group Inc. 9,447,048 10,447,048 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 16,348 21,933 Mitsui O.S.K. Lines, Ltd. 3,150,000 4,200,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 16,342 19,362 Dai Nippon Printing Co., Ltd. 7,666,600 5,706,600 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Number of shares increased due to stock split. Yes 16,249 26,655 Isuzu Motors Limited 7,965,705 7,965,705 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 16,062 16,369 NISSIN FOODS HOLDINGS CO., LTD. 5,061,000 5,061,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 15,451 21,256 Tosoh Corporation 7,046,755 7,046,755 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 14,470 14,530 Japan Airport Terminal Co., Ltd. 3,300,000 3,300,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 13,569 19,569 Nichirei Corporation 7,627,730 3,813,865 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Number of shares increased due to stock split. Yes 13,558 15,800 Nippon Yusen Kabushiki Kaisha 2,743,921 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 13,502 * YAMATO KOGYO Co., Ltd. 1,675,000 1,675,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 13,245 14,386 Toyota Motor Corporation 5,021,890 5,021,890 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 13,137 19,043
Slide 151 — Issues
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, summary of business alliance, quantitative effects of the shareholding and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Total amount registered in the balance sheet (JPY million) Total amount registered in the balance sheet (JPY million) Zeon Corporation 8,370,000 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 12,513 * Oji Holdings Corporation 18,030,890 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 11,308 * TAKARA HOLDINGS INC. 9,738,000 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 11,154 * CITIC Limited 57,863,000 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No 10,676 * Credit Saison Co., Ltd. 3,000,000 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 10,578 * Fuyo General Lease Co., Ltd. 2,723,700 907,900 Shares are held for the purpose of maintaining and enhancing operational relationships, mainly in the leasing business fields, with the issuer, and comprehensive business relationships with the issuer. Number of shares increased due to stock split. Yes 10,510 12,492 Daido Steel Co., Ltdɿ 7,886,570 7,886,570 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Number of shares increased due to stock split. Yes 9,385 14,325 Sapporo Holdings Limited 1,106,584 1,106,584 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 8,441 6,673 FURUKAWA ELECTRIC CO., LTD. 1,206,873 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 5,949 * SEIKO EPSON CORPORATION 2,009,100 4,018,200 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 4,794 10,630
Slide 152 — Issues
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, summary of business alliance, quantitative effects of the shareholding and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Total amount registered in the balance sheet (JPY million) Total amount registered in the balance sheet (JPY million) Lion Corporation 23,844 * Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes 42 * Honda Motor Co., Ltd. * 10,468,011 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No * 19,795 Meiji Holdings Co., Ltd. * 4,834,772 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No * 16,370 NSK Ltd. * 18,211,000 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes * 16,093 JSR Corporation — 3,325,064 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No — 14,407 Sanrio Company, Ltd. — 4,662,900 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No — 14,221 COSMO ENERGY HOLDINGS Co., Ltd. * 1,600,012 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. Yes * 12,280 Yamaha Motor Co., Ltd. — 8,558,541 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No — 12,183 Keikyu Corporation * 8,317,609 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No * 11,586 TAISEI CORPORATION * 120 Shares are held for the purpose of maintaining and enhancing comprehensive business relationships, mainly in the financial fields, with the issuer. No * 0
Slide 153 — (Deemed holdings of shares)
(Deemed holdings of shares) Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, quantitative effects of the shareholding, and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Market value at the end of the fiscal year (JPY million) Market value at the end of the fiscal year (JPY million) DAIICHI SANKYO COMPANY, LIMITED 25,014,130 25,014,130 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 87,824 119,492 Oriental Land Co., Ltd. 20,000,000 20,000,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 58,900 96,980 Terumo Corporation 17,472,000 17,472,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 48,869 47,681 AEON Co., Ltd. 9,378,000 9,378,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 35,167 33,713 IHI Corporation 3,218,500 3,218,500 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 33,214 13,192 Yakult Honsha Co., Ltd. 9,914,000 9,914,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 28,289 30,921 Nissan Chemical Corporation 5,467,800 5,767,800 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. No 24,298 33,020 Asahi Kasei Corp. 19,800,000 19,800,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 20,730 22,017 Shiseido Company, Limited 7,000,000 7,000,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. No 19,740 28,651
Slide 154 — Issues
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, quantitative effects of the shareholding, and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Market value at the end of the fiscal year (JPY million) Market value at the end of the fiscal year (JPY million) SEIKO EPSON CORPORATION 8,153,800 8,153,800 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 19,459 21,570 Yokogawa Electric Corporation 6,141,000 6,141,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 17,765 21,456 SOHGO SECURITY SERVICES CO., LTD. 14,807,000 14,807,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 16,613 12,317 Lion Corporation 8,282,000 * The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 14,679 * Sapporo Holdings Limited 1,594,000 1,594,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 12,159 9,613 NIPPON EXPRESS HOLDINGS, INC. 4,350,000 * The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. No 11,832 * Dai Nippon Printing Co., Ltd. 4,458,000 2,229,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Number of shares increased due to stock split. Yes 9,448 10,411 The Yokohama Rubber Co., Ltd. 1,858,500 1,858,500 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. Yes 6,396 7,482 TAISEI CORPORATION * 2,857,800 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. No * 16,060
Slide 155 — (iii) Investment shares held for the purpose of investment
Issues (issuers of shares) FY2024 FY2023 Purpose of the shareholding, quantitative effects of the shareholding, and reason for increase in number of shares Whether issuer of shares holds our shares Number of shares Number of shares Market value at the end of the fiscal year (JPY million) Market value at the end of the fiscal year (JPY million) Keikyu Corporation * 1,200,000 The shares are held as employee retirement benefit trust assets, which are managed to cover the retirement benefit obligations, and we have the authority to direct the exercise of voting rights. No * 1,671 (iii) Investment shares held for the purpose of investment There are no applicable matters to be reported in respect of either Mizuho Financial Group, Inc. or the largest holding company. (iv) Investment shares reclassified from held for the purpose of investment to held for purposes other than investment in the fiscal year 2024 There are no applicable matters to be reported in respect of either Mizuho Financial Group, Inc. or the largest holding company. (v) Investment shares reclassified from held for purposes other than investment to held for the purpose of investment in the four fiscal years preceding the fiscal year 2024 and in the fiscal year 2024 There are no applicable matters to be reported in respect of either Mizuho Financial Group, Inc. or the largest holding company.