We, Mizuho Financial Group, Inc., hereby notify that the Board of Directors today has resolved to propose the repurchase authorization of our own shares (preferred shares) at the annual general meeting of our shareholders scheduled on June 27, 2006.
As in both FY2004 and FY2005, we intend to obtain repurchase authorization at the annual general meeting of our shareholders prior to the actual repurchase, in order to ensure the flexibility to repay the public funds.
We have already repurchased preferred shares (public funds) of 1,349.0 billion yen (on an issued-price basis) cumulatively. We aim to complete the repayment of preferred shares (public funds), the initial amount of which was 1,949.0 billion yen, by repurchasing the remaining preferred shares (public funds), totaling 600.0 billion yen (on an issued-price basis), under the new authorization.
With respect to the actual repurchase, we will consult with the related authorities to carry out the repurchase as promptly as possible after the approval of this repurchase authorization by the annual general meeting of our shareholders.
I. Reason for the repurchase authorization of own shares
The repurchase authorization that we are proposing at the annual general meeting of our shareholders, pursuant to Article 156-1 of the Company Law and our articles of incorporation, is to implement flexible capital management policies in connection with the repurchase of our own shares (preferred shares) from the Resolution and Collection Corporation.
II. Details of the repurchase authorization of own shares
1. Types and total number of shares to be repurchased
| Types of shares to be repurchased | Total number of shares to be repurchased |
| Fourth Series Class IV Preferred Stock Sixth Series Class VI Preferred Stock | Maximum 150,000 shares Maximum 150,000 shares |
Each of the above total number of shares to be repurchased is equivalent to the total number of issued Preferred Stock of Fourth Series Class IV and Sixth Series Class VI, respectively.
2. Details of cash etc. and total amount to be paid for the repurchase
| Types of shares to be repurchased | Total amount to be paid for the repurchase |
| Fourth Series Class IV Preferred Stock Sixth Series Class VI Preferred Stock | Maximum 307,140 million yen Maximum 306,300 million yen |
3. Term of validity for the repurchase authorization
Within one year after the end of the 4th annual general meeting of our shareholders scheduled on June 27, 2006.
(Reference) Summary of the preferred shares subject to the repurchase authorization
| Fourth Series Class IV Preferred Stock | Sixth Series Class VI Preferred Stock | |
| (1) Original date of issuance | March 31, 1999 | March 31, 1999 |
| (2) Number of shares issued | 150,000 shares | 150,000 shares |
| (3) Price of shares issued | 2 million yen per share | 2 million yen per share |
| (4) Total amount issued | 300 billion yen | 300 billion yen |
| (5) Shareholder & Percentage of shares held | The Resolution and Collection Corporation 100% | The Resolution and Collection Corporation 100% |
| (6) Others | Non-convertible.Redemption price (repurchase price) equal to the sum of 2 million yen plus accrued dividends per share | Non-convertible.Redemption price (repurchase price) equal to the sum of 2 million yen plus accrued dividends per share |
This notice "Announcement Regarding the Repurchase Authorization of Own Shares (Preferred Shares) (Public Funds)" has been prepared for the purpose of announcing certain information concerning a proposal of the repurchase authorization 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 or outside of Japan.