May 14, 2014
To whom it may concern
Company Name: Mizuho Financial Group, Inc.
Representative: Yasuhiro Sato, President & CEO
Address: 1–5–5 Otemachi, Chiyoda–ku, Tokyo
Security Code: 8411 (Tokyo Stock Exchange 1st Section)
Partial Amendment to the Articles of Incorporation
Mizuho Financial Group, Inc. (the "Company") hereby announces that it has determined, at the meeting of the Board of Directors held on the date hereof, to propose "Partial Amendment to the Articles of Incorporation" at the twelfth (12th) ordinary general meeting of shareholders.
1. Partial Amendment to the Articles of Incorporation
The Company intends to transform itself into a Company with Committees, in order to further enhance corporate governance through strengthening the supervisory function of the Board of Directors over the execution of the Company's business and improving the transparency of management processes, and in order to enhance the flexibility of management by facilitating swifter decision making. Pursuant to this transformation, the Company seeks to make necessary amendments to the Articles of Incorporation, such as the establishment of provisions concerning Committees and Executive Officer(s), the deletion of the provisions concerning Corporate Auditors and the Board of Corporate Auditors, and the amendment of the provisions concerning Directors and the Board of Directors.
Furthermore, pursuant to the transformation to a Company with Committees, as well as changing the term of office of Directors from two years to one year, in order to enable the Company to flexibly implement capital management and the return of profits to our shareholders, provisions will be newly established to the effect that distribution of dividends of surplus and other matters provided for in each item of Article 459, Paragraph 1 of the Companies Act shall be decided not by a resolution of the general meeting of shareholders but by a resolution of the Board of Directors, and other necessary amendments pursuant thereto will be made.
In addition, as a result of the acquisition and cancellation of all of the shares of the Thirteenth Series Class XIII Preferred Stock on July 11, 2013, the total number of shares which the Company is authorized to issue and the total number of shares of the Class XIII Preferred Stock which the Company is authorized to issue will be reduced, and other necessary amendments will be made.
Moreover, from the viewpoint of enhancing the flexibility of management process by facilitating swifter decision making, pursuant to Article 370 of the Companies Act, provisions will be newly established to the effect that, in cases where all of the Directors agree in writing or by means of electromagnetic file, it shall be deemed that a resolution of the Board of Directors has been made without a meeting of the Board of Directors being held.
The proposed amendments in this proposal shall be effective at the closing of this twelfth (12th) ordinary general meeting of shareholders.
2. Terms of the Amendments
The specific terms of the amendments are set out in the attachment (PDF/91KB).
Date of the ordinary general meeting of shareholders for the partial amendment to the Articles of Incorporation : June 24, 2014 (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.