Mizuho Financial Group, Inc. (the "Company") hereby announces that it has determined, at its meeting of the board of directors held today, to propose "Partial Amendment to the Articles of Incorporation" at the eleventh (11th) ordinary general meeting of shareholders and each of the general meetings of class shareholders.
Description
1. Partial Amendment to the Articles of Incorporation
The revisions to the "Standards for Bank Holding Company to Consider the Adequacy of Its Capital Based on Assets and Others Held by It and Its Subsidiaries Pursuant to Article 52–25 of the Banking Law," as new capital adequacy requirements ("Basel III"), came into effect as from March 31, 2013. Under Basel III, in order for preferred stock issued by a bank holding company to be included as its regulatory capital under the capital adequacy requirements, the terms and conditions of the preferred stock are required to include a provision that in the case where the bank holding company is recognized as non–viable, (i) a write–off of the relevant preferred stock or (ii) a conversion of the relevant preferred stock into common stock shall be effected (a loss–absorption clause). In respect of Class XI preferred stock, Class XII preferred stock and Class XIII preferred stock currently provided for in the Articles of Incorporation of the Company, it is not possible to include the foregoing loss–absorption clause in the terms and conditions of those preferred stock under the current provisions of the Articles of Incorporation. Therefore, Class XIV preferred stock, Class XV preferred stock and Class XVI preferred stock will be newly provided so that the foregoing loss–absorption clause can be included in the terms and conditions of Class XIV preferred stock, Class XV preferred stock and Class XVI preferred stock by a resolution of the board of directors relating to the issuance of the relevant preferred stock. Besides the foregoing loss–absorption clause, provisions regarding the preferred stock dividends, distribution of residual assets, acquisition clause and rights to request acquisition in respect of Class XIV preferred stock, Class XV preferred stock and Class XVI preferred stock will be newly established. In addition, each of Class XIV preferred stock, Class XV preferred stock and Class XVI preferred stock will be established in multiple series as a separate class of shares in order to enable the Company to issue those preferred stock in multiple series.
Furthermore, in respect of the preferred stock currently provided for in the Articles of Incorporation, the total number of each of the classes of shares which the Company is authorized to issue in respect of Class XI preferred stock and Class XIII preferred stock will be reduced by the unissued portion and the provisions regarding unissued Class XII preferred stock will be deleted as well. At the same time, the total number of each of the classes of shares which the Company will be authorized to issue in respect of the preferred stock to be newly established, Class XIV preferred stock, Class XV preferred stock and Class XVI preferred stock, will be established to the extent of reduction of Class XI preferred stock, Class XII preferred stock and Class XIII preferred stock by setting a maximum number on the total number of the classes of shares which the Company will be authorized to issue each series of the preferred stock. Additionally, in accordance with a reduction to be caused in the total number of each of the classes of shares which the Company will be authorized to issue, the total number of shares which the Company is authorized to issue will decrease.
Moreover, the provision of "in the case where a cancellation of shares is made, the number of shares which the Company is authorized to issue shall be reduced by the number of shares so canceled" provided for in the proviso to Article 6 of the current Articles of Incorporation will be deleted and necessary amendments will be made as well.
These amendments to the Articles of Incorporation shall require a resolution by each of the general meetings of class shareholders pursuant to the provision of Article 322 of the Company Law.
The Group believes it will be able to sufficiently meet Basel III mainly by accumulating retained earnings and improving asset efficiency through its steady promotion of "One MIZUHO New Frontier Plan – Stepping up to the Next Challenge –," a new medium–term business plan announced in February 2013, and the Group has no plan to issue any preferred stock for the purpose of meeting Basel III at this time.
The specific amendments are as set forth below.(PDF/36KB)
2. Schedule
Date of the ordinary general meeting of shareholders for the partial amendment to the Articles of Incorporation (the ordinary general meeting of shareholders shall also constitute the general meeting of class shareholders concerning common stock)：
June 25, 2013 (Scheduled)
Date of the general meetings of class shareholders concerning the Eleventh Series Class XI Preferred Stock and the Thirteenth Series Class XIII Preferred Stock for the partial amendment to the Articles of Incorporation：
June 27, 2013 (Scheduled)
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This document is prepared in order to announce specific facts relating to "Partial Amendment to the Articles of Incorporation" and does not constitute an offer for sale or solicitation for investment or other similar activity in or outside of Japan.