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) at the annual general meeting of our shareholders scheduled on June 28, 2005.
We established the repurchase limit with the aggregate amount of 500 billion yen in the last fiscal year and spent almost all the limit to repurchase the preferred shares of the public funds. We intend to establish the repurchase limit with the aggregate amount of 970 billion yen, in order to ensure the flexibility to repay the public funds this fiscal year (FY2005).
Upon an opportunity of actual repurchase, we will act in an appropriate manner by consulting with the related authorities, while accumulating retained earnings of our group companies to secure a sufficient level of capital in light of the Business Revitalization Plan.
I. 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 numbers of shares to be repurchased from the Resolution and Collection Corporation, with the aggregate repurchase limit of 970 billion yen.
| Type of shares to be repurchased | Total number of shares to be repurchased | Total amount to be paid for the repurchase |
| Second Series Class II Preferred Stock |
Maximum 61,400 shares | Maximum 970 billion yen |
| Third Series Class III Preferred Stock |
Maximum 100,000 shares | Maximum 970 billion yen |
| Fourth Series Class IV Preferred Stock |
Maximum 150,000 shares | Maximum 970 billion yen |
| Seventh Series Class VII Preferred Stock |
Maximum 125,000 shares | Maximum 970 billion yen |
| Eighth Series Class VIII Preferred Stock |
Maximum 59,300 shares | Maximum 970 billion yen |
| Tenth Series Class X Preferred Stock |
Maximum 140,000 shares | Maximum 970 billion yen |
| Aggregate maximum:635,700 shares | Aggregate repurchase limit:970 billion yen |
As to the repayment of public funds, approximately 50.3% of the initial amount of public funds (2,949 billion yen) was repaid by the end of the last fiscal year, and the outstanding balance of public funds is 1,466.4 billion yen of preferred shares.
As we indicated in the "Implementation of the 'Channel to Discovery' Plan" announced on April 26, 2005, we intend to fully repay the remaining public funds by the end of FY2006 by steadily accumulating retained earnings, through the establishment of a stable core earning base described in the new medium-term business plan, while maintaining a sufficient level of capital adequacy ratio.
This notice "Announcement Regarding Repurchase of Own Shares (Preferred Shares)" has been prepared for the purpose of announcing certain information concerning a proposal of 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.