Mizuho Financial : Convocation Notice of the 22nd 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)

Convocation Notice of the

22nd 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)

Business Report for the 22nd Fiscal Year

1. Matters regarding Mizuho Financial Group's shares
2. Matters regarding stock acquisition rights of Mizuho Financial Group
3. Matters regarding the Independent Auditor
4. Structure for ensuring appropriate conduct of operations
5. Matters regarding a specified wholly-owned subsidiary
6. Other matters

Consolidated financial statements and non-consolidated financial statements

Notes to the consolidated financial statements Notes to the non-consolidated financial statements

(from April 1, 2023 to March 31, 2024)

4. Matters regarding Mizuho Financial Group's shares

(1) Number of shares

(As of March 31, 2024)

Total number of authorized shares

5,130,000,000

1. Total number of the classes of shares which are authorized to be issued, total number of shares issued and number of shareholders

(As of March 31, 2024)

	Total number of
	the classes of	Total number of	Number of
Classification	shares which are
	authorized to be	shares issued	shareholders
	issued
Common stock	4,800,000,000	2,539,249,894	629,354
First Series of Class	90,000,000
XIV Preferred Stock
Second Series of	90,000,000
Class XIV Preferred
Stock
Third Series of	90,000,000
Class XIV Preferred
Stock
Fourth Series of	90,000,000
Class XIV Preferred
Stock
First Series of Class	90,000,000
XV Preferred Stock
Second Series of	90,000,000
Class XV Preferred
Stock
Third Series of	90,000,000
Class XV Preferred
Stock
Fourth Series of	90,000,000
Class XV Preferred
Stock
First Series of Class	150,000,000
XVI Preferred Stock
Second Series of	150,000,000
Class XVI Preferred
Stock
Third Series of	150,000,000
Class XVI Preferred
Stock
Fourth Series of	150,000,000
Class XVI Preferred
Stock

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Notes:

1. The total number of the classes of shares which Mizuho Financial Group is authorized to issue in respect of the First to Fourth Series of Class XIV Preferred Stock shall not exceed 90,000,000 in total.
2. The total number of the classes of shares which Mizuho Financial Group is authorized to issue in respect of the First to Fourth Series of Class XV Preferred Stock shall not exceed 90,000,000 in total.
3. The total number of the classes of shares which Mizuho Financial Group is authorized to issue in respect of the First to Fourth Series of Class XVI Preferred Stock shall not exceed 150,000,000 in total.
4. The number of shareholders of common stock listed above does not include the 188,745 shareholders who own only shares constituting less than one (1) unit.

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(3) Major shareholders Common stock

(As of March 31, 2024)

	Number of shares held and
Name of shareholder	percentage of shares held
Number of shares held	Percentage of
	shares held
The Master Trust Bank of	392,039,100	15.44
Japan, Ltd.
(Trustee account)
Custody Bank of Japan, Ltd.	131,550,520	5.18
(Trustee account)
JPMorgan Securities Japan	52,063,113	2.05
Co., Ltd.
State Street Bank West	51,986,845	2.04
Client - Treaty 505234
JPMorgan Chase Bank	35,228,542	1.38
385781
SMBC Nikko Securities Inc.	32,100,612	1.26
SSBTC Client Omnibus	30,016,092	1.18
Account
Goldman Sachs Japan Co.,	27,539,848	1.08
Ltd. BNYM
Custody Bank of Japan, Ltd.	25,903,050	1.02
(Taxable trust money
account)
Custody Bank of Japan, Ltd.	24,371,300	0.96
(Trustee account 4)

Notes:

1. Figures for the percentages of shares held are rounded down to the nearest second decimal place.
2. The percentages of shares held are calculated by excluding treasury stock (881,823 shares).

1. Shares held by officers

		(As of March 31, 2024)
	Number of persons who	Class and number of
	received shares	shares
Directors and executive	16	Common stock,
officers		62,058 shares
Outside directors	1	Common stock,
		4,546 shares

Note:

The number of shares listed above includes the number of shares received by the officers during the fiscal year 2023, based on the estimates of such number made in the fiscal year 2022.

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5. Matters regarding stock acquisition rights of Mizuho Financial Group

1. Stock acquisition rights of Mizuho Financial Group held by directors and executive officers as of March 31, 2024

No stock acquisition rights of Mizuho Financial Group were held by directors and executive officers as of March 31, 2024.

1. Stock acquisition rights of Mizuho Financial Group granted to employees during the fiscal year ended March 31, 2024

No stock acquisition rights of Mizuho Financial Group were granted to employees during the fiscal year ended March 31, 2024.

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6. Matters regarding the Independent Auditor

(1) Independent Auditor

Name	Ernst & Young ShinNihon LLC
	Designated Partners with Limited Liability
	Noboru Miura, C.P.A.
	Kenjiro Tsumura, C.P.A.
	Mitsuhiro Nagao, C.P.A.
	Takahiro Fujimoto, C.P.A.
Compensation and	JPY 50 million
other remuneration for
the fiscal year ended
March 31, 2024	1. The Audit Committee reviewed, based on the
Other
	performance of duties by the Independent Auditor in
	previous years pursuant to the auditing plan, whether (i)
	the items and structure of the auditing plan for the fiscal
	year ended March 31, 2024 were such that they
	appropriately corresponded to the risk assessments,
	and (ii) the estimate of the compensation for the audit
	had been prepared based on the auditing hours
	required to ensure effective, efficient and proper
	auditing quality. As a result thereof, the Audit Committee
	determined that the amount of compensation for the
	audit was reasonable, and the Audit Committee gave
	the consent set forth in Article 399, Paragraph 1 of the
	Companies Act.
	2. Mizuho Financial Group paid consideration to the
	Independent Auditor for the advisory and guidance
	services and other services related to the translation of
	the quarterly consolidated financial statements, which
	are not included among the services set forth in Article
	2, Paragraph 1 of the Certified Public Accountant Act
	(non-audit services).
Notes:

1. Fractions are rounded down.
2. The audit contract between Mizuho Financial Group and the Independent Auditor does not separate the compensation for the audit under the Companies Act from the compensation for the audit under the Financial Instruments and Exchange Act. Moreover, it is practically impossible to separate the two. Accordingly, the above amount is the total of such compensation.
3. The total amount of cash and other proprietary benefits to be paid to the Independent Auditor of Mizuho Financial Group by Mizuho Financial Group, its majority-owned consolidated subsidiaries and its other consolidated subsidiaries is JPY 4,374 million.
   If the amounts to be paid under the audit contract concluded with the Independent Auditor by Mizuho Financial Group, its majority-owned consolidated subsidiaries and its other consolidated subsidiaries have not yet been determined, approximate amounts are used for the calculations.

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(2) Other matters regarding the Independent Auditor

1. Policy for determination of dismissal or non-reappointment of the Independent Auditor

Dismissal

1. The Audit Committee determines the content of proposals regarding the dismissal of an Independent Auditor to be submitted to the general meeting of shareholders in the case where it is expected that the audit of financial statements or other items may be seriously affected by that Independent Auditor's actions; namely, where such Independent Auditor is recognized to fall under any of the Items in Article 340, Paragraph 1 of the Companies Act and other matters that may affect the audit of financial statements or other items.
2. The Audit Committee dismisses an Independent Auditor upon the unanimous consent of all members of the Audit Committee in the case where such Independent Auditor is recognized to fall under any of the Items in Article 340, Paragraph 1 of the Companies Act and the Audit Committee decides that the Independent Auditor in question should be promptly dismissed. In such a case, the members of the Audit Committee designated by the Audit Committee will report the dismissal of the Independent Auditor in question and the reason for such dismissal at the first general meeting of shareholders called after such dismissal.

Non-reappointment

The Audit Committee determines the content of proposals regarding the non- reappointment of an Independent Auditor to be submitted to the general meeting of shareholders in the case where the Audit Committee decides that it is reasonable to change the Independent Auditor to another Independent Auditor who is more capable of being entrusted with the duties of an Independent Auditor of the group, even though the system or other such framework that ensures (i) the appropriate implementation of the method of the audit and the results thereof and (ii) the appropriate accomplishment of duties conducted by the Independent Auditors is maintained at a level generally recognized to be adequate.

b. Principal majority-owned subsidiaries and other subsidiaries audited by any certified public accountant or audit corporation other than the Independent Auditor of Mizuho Financial Group

Mizuho International plc and twelve (12) other companies among Mizuho Financial Group's principal majority-owned subsidiaries and other subsidiaries are subject to audits (limited to the audits under the provisions of the Companies Act or the Financial Instruments and Exchange Act (including any foreign law equivalent to either of these laws)) by audit corporations (including entities with equivalent qualifications in the relevant foreign country) other than the Independent Auditor of Mizuho Financial Group.

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7. Structure for ensuring appropriate conduct of operations

The Structure for Ensuring Appropriate Conduct of Operations of Mizuho Financial Group and the operational status of this structure are summarized below.

Structure for Ensuring Appropriate Conduct of Operations (Internal Control System)*

(* As of April 1, 2024)

1. Execution of the duties of executive officers as defined in the Companies Act

1. Systems regarding retention and management of information in

relation to the execution of the duties of executive officers as defined in the Companies Act

• Based on the Regulations of the Executive Management Committee and other such internal regulations, information such as the minutes and related materials, and applications for approval and reports, in respect of the Executive Management Committee and other committees shall be retained and managed by taking necessary measures such as setting a retention period. In addition, based on the Approach for Group Business Management Concerning Information Management, specific action plans shall be developed and a regular follow-up shall be provided to ensure information management.
• Regarding various company-wide issues relating to information management, the Business Policy Committees, including the Compliance Committee, shall conduct comprehensive deliberation and coordination.

1. Rules and other systems related to management of the risk of loss faced by Mizuho Financial Group and its subsidiaries

• The Basic Policy for Comprehensive Risk Management prescribes the group's basic policy for comprehensive risk management. Mizuho Financial Group shall implement comprehensive risk management to control risk to a level acceptable from management perspectives by comprehending and assessing risks as a whole and, as needed, taking appropriate actions, both qualitatively and quantitatively, in advance or subsequently. In addition, Mizuho Financial Group shall define risk, set risk categories and determine the department or office in charge of risk management and risk management systems.
• Mizuho Financial Group shall establish the Risk Committee, which is an advisory body to the Board of Directors, shall make deliberations or receive reports regarding matters relating to risk governance and other relevant matters and shall report or make proposals to the Board of Directors.
• Regarding various company-wide issues relating to management of different forms of risk and other relevant matters, the Business Policy Committees, including the Risk Management Committee, shall conduct comprehensive deliberation and coordination.
• The Basic Policy for Business Continuity Management prescribes the emergency responses of the group, along with the basic policy for business

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continuity management. In order to recognize emergency risk and to promptly take risk mitigation measures upon the occurrence of an emergency or other crisis, appropriate and effective measures, a business continuity management framework and an emergency response system shall be developed during ordinary times, and efforts shall be made to disseminate the foregoing within the organizations.

• The Basic Policy for Internal Audit prescribes the group's basic policy for the performance of internal audit operations. Under the supervision of the Board of Directors, the effectiveness and appropriateness of each process relating to governance, risk management and control shall be assessed objectively and comprehensively, with organizational independence ensured, and a system shall be developed in relation to the implementation of a series of activities, extending to proposals for improvement, recommendations for correction, and the like, for the resolution of issues.
• Mizuho Financial Group shall establish a system to centrally comprehend and manage the status of risk and business continuity management, as well as internal audit operations of the core group companies. With respect to subsidiaries and affiliates other than the core group companies, Mizuho Financial Group shall establish a system that manages the aforementioned status of such subsidiaries and affiliates, in principle through the core group companies.

1. Systems to ensure that the duties of Mizuho Financial Group's executive officers as defined in the Companies Act and directors of Mizuho Financial Group's subsidiaries and other persons equivalent

thereto are performed efficiently

• Mizuho Financial Group, as a Company with Three Committees, shall make prompt and flexible decision-making possible by delegating decision-making on the execution of business to executive officers as defined in the Companies Act to the maximum extent and shall realize speedy corporate management. In addition, Mizuho Financial Group shall carry out its management and control responsibilities, including the development of group-wide strategies across group entities, through the in-house company system as a management system based on customer segments.
• The risk appetite shall be set within the scope of the risk capacity of the overall group, and risk appetite frameworks shall be operated by, among other means, applying risk appetite indicators to the in-house companies and units.
• Mizuho Financial Group shall specify the standards for resolutions and reports made at the Board of Directors meetings, the assignment of business operations to each organization, the decision-making authority according to the importance of projects, and other relevant matters and shall establish the Executive Management Committee, the Business Policy Committees, etc., in order to ensure the efficient execution of duties of executive officers as defined in the Companies Act across Mizuho Financial Group.
• Based on the Group Management Administration Regulations, Mizuho Financial Group shall develop basic policies and other such internal policies regarding matters relating to the development of management policies and management strategies and other relevant matters and shall present them to the core group companies.

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1. Systems to ensure that executive officers as defined in the Companies Act and employees of Mizuho Financial Group and directors, persons equivalent thereto and employees of Mizuho Financial Group's subsidiaries execute their duties in compliance

with laws, regulations and the Articles of Incorporation

• The Mizuho Code of Conduct shall be provided as the norm to be followed so as to implement Mizuho's Corporate Identity. The Mizuho Code of Conduct shall be relied on whenever a decision is made regarding management and operations.
• The Basic Policy for Compliance shall position ensuring compliance as the basic management principle and shall prescribe a compliance operation system and other relevant frameworks. Appropriate measures, such as controls and reductions, shall be taken to ensure compliance. Additionally, a compliance hotline and an accounting/auditing hotline (collectively, the "Hotlines") shall be established.
• Cutting off relationships with anti-social forces, eliminating money laundering, combating the financing of terrorism and countering proliferation financing shall be tackled as part of compliance activities. These activities shall be positioned as priority actions shared by the group with a focused effort.
• Regarding conflicts of interest, the necessary management system shall be developed in order to take measures according to the state of conflicts of interest relating to transactions with customers from the perspectives of protecting customers and improving customer convenience.
• The Basic Policy for Management of Customer-Oriented Business Conduct prescribes the group's basic policy regarding the management of customer- oriented business conduct in order to develop a system for various purposes, such as protecting customers, ensuring the appropriateness of business operations and improving customer convenience.
• The Basic Policy on Disclosure Controls and Procedures prescribes the group's basic policy regarding disclosure controls and procedures in order to develop a system relating thereto, including internal controls relating to financial reporting.
• Each Business Policy Committee shall conduct comprehensive deliberation and coordination for various company-wide issues relating to the committee. For example, the Compliance Committee shall deal with compliance controls and the management of customer-oriented business conduct, and the Disclosure Committee shall deal with disclosure controls and procedures.
• Based on the basic policies and other such internal regulations, Mizuho Financial Group shall establish a system to centrally comprehend and manage the compliance status, the status of customer-oriented business conduct, and the status of establishment and operation of disclosure controls and procedures, and other related statuses of the core group companies. With respect to subsidiaries and affiliates other than the core group companies, Mizuho Financial Group shall establish a system that manages the aforementioned statuses of such subsidiaries and affiliates, in principle through the core group companies.

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