We, Mizuho Financial Group, Inc., hereby notify that the Board of Directors today have resolved to propose the repurchase of our own shares (preferred shares) and the reduction in capital reserve at the annual general meeting of our shareholders scheduled on June 25, 2004.
The proposals are farsighted procedures to ensure more flexibility and feasibility in undertaking our capital strategies, including the repurchase of preferred shares of public funds in the future.
Through this proposal regarding the repurchase of our own shares (preferred shares), we intend to establish the repurchase limit with the aggregate amount of JPY 500 billion, in order to ensure the flexibility to repay the public funds (kouteki-shikin), while we are steadily strengthening profitability of our entire group companies.
Concerning the reduction in capital reserve, we will reduce the amount of capital reserve by approximately JPY 1,367.6 billion and transfer the same amount to "Other Capital Surplus." This transaction is a part of preparation for repayment of the public funds by means of repurchase of preferred shares. Upon an opportunity of actual repurchase, we will act in an appropriate manner by consulting with the related authorities, while accumulating earned surplus of our group companies to secure a sufficient level of capital in light of the Business Revitalization Plan.
1. Repurchase of Own Shares (Preferred Shares)
(1) Reason for submitting a proposal regarding the repurchase of our own shares for shareholder approval
In order to implement flexible capital management policies, we will establish the limit for the repurchase of our own shares (preferred shares) by resolution of the annual general meeting of our shareholders, pursuant to Article 210 of the Japanese Commercial Code and our articles of incorporation.
(2) Details of prospective share repurchase within a limit to be established
Following table shows the prospective types and number of shares to be repurchased from the Resolution and Collection Corporation, with the aggregate repurchase limit of JPY 500 billion.
| Type of shares to be repurchased | Total number of shares to be repurchased | Total amount to be paid for the repurchase |
| First Series Class I Preferred Stocks | Maximum 33,000 shares | Maximum JPY 500 billion |
| Second Series Class II Preferred Stock | Maximum 100,000 shares | Maximum JPY 500 billion |
| Eighth Series Class VIII Preferred Stock | Maximum 125,000 shares | Maximum JPY 500 billion |
| Ninth Series Class IX Preferred Stock | Maximum 140,000 shares | Maximum JPY 500 billion |
| Tenth Series Class X Preferred Stock | Maximum 140,000 shares | Maximum JPY 500 billion |
| Aggregate maximum: 538,000 shares |
Aggregate repurchase limit: JPY 500 billion |
The repurchase will be subject to the resolution of both this proposal and the reduction in capital reserve as described in II. below at the annual general meeting of our shareholders scheduled on June 25, 2004.
In connection with the repurchase, it is also scheduled that Mizuho Holdings, Inc., our wholly-owned subsidiary, will establish the limit for the repurchase of its own shares (preferred shares) owned by us, with the aggregate repurchase limit of JPY 500 billion, by the resolution of its annual general shareholder meeting scheduled on June 24, 2004.
2. Reduction in Capital Reserve (Transfer to "Other Capital Surplus")
(1) Purpose of Reduction and Transfer
We intend to ensure more flexibility and feasibility in undertaking our financial strategies (including the repurchase of our own shares) through the reduction in capital reserve pursuant to Article 289, Clause 2 of the Japanese Commercial Code.
(2) Amount of Reduction in Capital Reserve
JPY 1,367,644 million
(The amount of total shareholders' equity will remain unchanged after such proposed reduction in capital reserve because of the transfer of the same amount to "Other Capital Surplus.")
The above captioned transfer amount from "Capital Reserve" to "Other Capital Surplus" will be also reserved for the future repayment of the public funds not shown in the above table I.2.
(3) Schedule for Reduction in Capital Reserve
| Resolution by Board of Directors | May 24, 2004 |
| Resolution by Annual General Shareholders' Meeting (scheduled) | June 25, 2004 |
The effective date of the reduction in capital reserve is scheduled in early August 2004 when the creditor demurral period will be expired.
This notice "Announcement Regarding Repurchase of Own Shares (Preferred Shares) and Reduction in Capital Reserve (Transfer to 'Other Capital Surplus')" has been prepared for the purpose of announcing certain information concerning a proposal of a reduction in capital reserve and a repurchase of our own shares (preferred shares) to the annual general meeting of our shareholders. This notice is not an offer for sale or solicitation for investment or other similar activity in and outside of Japan.