We, Mizuho Financial Group, Inc., hereby announce the resolution by our Board of Directors, and our receipt of approval from the relevant authorities, with respect to the repurchase and cancellation of approximately 693.0 billion yen (616.4 billion yen on an issued-price basis) of Second Series Class II, Third Series Class III, Eighth Series Class VIII and Tenth Series Class X Preferred Shares held by the Resolution and Collection Corporation ("RCC"), as described in detail below.
The repurchase will be executed within the repurchase limit approved at the general meeting of our shareholders in June 2005. We consulted with the relevant authorities and obtained approval pursuant to "The Temporary Measures to the Requests for the Sale of Preferred Shares Issued to Strengthen the Capital Base or the Prepayment Proposal of Public Fund" released by the Deposit Insurance Corporation of Japan.
In addition, we plan to cancel those preferred shares immediately after the repurchase.
As a result of this repurchase, together with the repurchase during the last fiscal year, the aggregated repurchase amount of preferred shares (public funds) will be 1,099.0 billion yen (on an issued-price basis), and the outstanding balance of public funds invested in us will be 850.0 billion yen (on an issued-price basis). The cumulative repayment amount of public funds, including the subordinated bonds (public funds) which we redeemed in full by the end of the last fiscal year, will be 2,099.0 billion yen, which is equivalent to approximately 71.1% of the initial amount of public funds of 2,949.0 billion yen.
We aim to make full repayment of the remaining preferred shares (public funds) by the end of March 2007 while maintaining a sufficient level of Capital Adequacy Ratio through a steady increase in retained earnings.
Of the remaining preferred shares (public funds) totaling 850.0 billion yen after the repurchase, the Seventh Series Class VII Preferred Shares of 250.0 billion yen are convertible into common stock at the option of the holder while the other classes of such preferred shares totaling 600.0 billion yen are not. All of the remaining preferred shares (public funds) are redeemable at our option, subject to the prior approval of the relevant authorities, at a redemption price equal to the sum of the issue price plus accrued dividends. (As to the Seventh Series Class VII Preferred Shares, our optional redemption right is valid until September 30, 2006.)
Details of repurchase and cancellation
1. Second Series Class II Preferred Shares
| (1) Number of shares to be repurchased | 61,400 shares (100% of currently outstanding shares) |
| (2) Repurchase price | 1,877,733 yen per share |
| (3) Total amount of repurchase | 115,292,806,200 yen |
| (4) Repurchase from | RCC |
| (5) Repurchase date (scheduled) | August 29, 2005 |
2. Third Series Class III Preferred Shares
| (1) Number of shares to be repurchased | 100,000 shares (100% of the issued shares) |
| (2) Repurchase price | 1,875,783 yen per share |
| (3) Total amount of repurchase | 187,578,300,000 yen |
| (4) Repurchase from | RCC |
| (5) Repurchase date (scheduled) | August 29, 2005 |
3. Eighth Series Class VIII Preferred Shares
| (1) Number of shares to be repurchased | 59,300 shares (100% of currently outstanding shares) |
| (2) Repurchase price | 2,637,033 yen per share |
| (3) Total amount of repurchase | 156,376,056,900 yen |
| (4) Repurchase from | RCC |
| (5) Repurchase date (scheduled) | August 29, 2005 |
4. Tenth Series Class X Preferred Shares
| (1) Number of shares to be repurchased | 140,000 shares (100% of the issued shares) |
| (2) Repurchase price | 1,669,333 yen per share |
| (3) Total amount of repurchase | 233,706,620,000 yen |
| (4) Repurchase from | RCC |
| (5) Repurchase date (scheduled) | August 29, 2005 |
(Reference) Details of preferred shares to be repurchased
1. Second Series Class II Preferred Shares
| (1) Original date of issuance | March 31, 1999 |
| (2) Number of shares issued | 100,000 shares (original issue amount) (61,400 shares immediately prior to this repurchase) |
| (3) Price of shares issued | 2 million yen per share |
| (4) Total amount issued | 200 billion yen (original issue amount) (122.8 billion yen immediately prior to this repurchase) |
2. Third Series Class III Preferred Shares
| (1) Original date of issuance | March 31, 1999 |
| (2) Number of shares issued | 100,000 shares |
| (3) Price of shares issued | 2 million yen per share |
| (4) Total amount issued | 200 billion yen |
3. Eighth Series Class VIII Preferred Shares
| (1) Original date of issuance | March 31, 1999 |
| (2) Number of shares issued | 125,000 shares (original issue amount) (59,300 shares immediately prior to this repurchase) |
| (3) Price of shares issued | 2 million yen per share |
| (4) Total amount issued | 250 billion yen (original issue amount) (118.6 billion yen immediately prior to this repurchase) |
4. Tenth Series Class X Preferred Shares
| (1) Original date of issuance | March 31, 1999 |
| (2) Number of shares issued | 140,000 shares |
| (3) Price of shares issued | 1.25 million yen per share |
| (4) Total amount issued | 175 billion yen |
This document entitled "Determination of Reset Conversion Price of Tenth Series Class X Preferred Shares" is prepared in order to announce facts relating to MHFG's Tenth Series Class X Preferred Shares and does not constitute a solicitation of investments or any similar act, in or outside of Japan.