Mizuho Financial Group, Inc. (the "Company") hereby announces that, in order to improve capital efficiency, it has determined, at its meeting of the board of directors held today, to acquire all of the shares of the Thirteenth Series Class XIII Preferred Stock issued by the Company in accordance with the provisions of Article 19 of the Company's Articles of Incorporation and Article 14 of the Terms and Conditions of the Thirteenth Series Class XIII Preferred Stock, to submit the proposal necessary for that acquisition at the eleventh (11th) ordinary general meeting of shareholders scheduled to be held on June 25, 2013, and, subject to the acquisition, to cancel the preferred stock in accordance with the provisions of Article 178 of the Company Law, as described below.
Description
1. Details of Acquisition
| (1) | Class of Shares to be Acquired: | Thirteenth Series Class XIII Preferred Stock |
| (2) | Total Number of Shares to be Acquired: | 36,690,000 shares |
| (3) | Acquisition Price: | JPY 1,008.384 per share |
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| (4) | Total Amount of Acquisition: | JPY 36,997,608,960 |
| (5) | Acquisition Date: | July 11, 2013 |
| (6) | The above is subject to an approval of the eleventh (11th) ordinary general meeting of shareholders scheduled to be held on June 25, 2013. | |
2. Details of Cancellation
| (1) | Class of Shares to be Cancelled: | Thirteenth Series Class XIII Preferred Stock |
| (2) | Total Number of Shares to be Cancelled: | 36,690,000 shares (all of the shares of the Thirteenth Series Class XIII Preferred Stock to be acquired, as described in 1. above) |
| (3) | Effective date: | July 11, 2013 |
| (4) | The cancellation shall be subject to the Company's acquisition of all of the shares of the Thirteenth Series Class XIII Preferred Stock described in 1. above. | |
(Reference)
Summary terms of the Thirteenth Series Class XIII Preferred Stock to be acquired:
| (1) | Initial Date of Issue: | March 28, 2003 |
| (2) | Number of Shares Issued: | 36,690 shares |
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| (3) | Total Amount Issued: | JPY 36,690,000,000 |
| (4) | Provisions for Acquisition: | On or after April 1, 2013, the Company may acquire, at the acquisition price as set forth below, all or a part of the Thirteenth Series Class XIII Preferred Stock on the date separately determined by a resolution of a general meeting of shareholders. Partial acquisition shall be made by way of lot or pro rata allocation. The acquisition price shall be JPY 1,000 per share plus an amount equivalent to any accrued dividends; provided, however, that in the case where the Thirteenth Series Class XIII Preferred Stock Interim Dividends have been paid in the relevant business year, the amount so paid shall be reduced accordingly. |
[End of Document]
This document is prepared in order to announce specific facts relating to "Acquisition and Cancellation of Thirteenth Series Class XIII Preferred Stock" and does not constitute an offer for sale or solicitation for investment or other similar activity in or outside of Japan.