To whom it may concern:
Company name: Mizuho Financial Group, Inc.
Representative: Tatsufumi Sakai, President and Group CEO
Head Office: 1–5–5 Otemachi, Chiyoda–ku, Tokyo
Code Number: 8411 (Tokyo Stock Exchange 1st Section)
Mizuho Financial Group, Inc. ("the Company" or "we") hereby announces that the Board of Directors today resolved to include the following partial amendment to the Articles of Incorporation (No. 1 – No. 3) and share consolidation in the agenda for the 18th Ordinary General Meeting of Shareholders to be held on June 25, 2020 (the "Ordinary General Meeting of Shareholders").
1. Partial Amendment to the Articles of Incorporation (No. 1: Amendment to the Articles of Incorporation Regarding Organizations that Decide Dividends from Surplus, Etc.)("Amendment No. 1")
(1) Purpose of the amendment
The Articles of Incorporation of the Company will be amended such that the Board of Directors remains as the organization to make decisions on issuing dividends of surplus and other related matters, but the General Meeting of Shareholders may also make decisions on such matters in the event a shareholder's proposal is presented.
Pursuant to the Articles of Incorporation, not the General Meeting of Shareholders but rather the Board of Directors may decide to issue dividends of surplus and other related matters. We adopted this process based on the idea that our Board of Directors, with its high level of supervisory function and extensive expertise, would maximize medium–to–long term shareholder value by deciding to issue dividends of surplus and other related matters, enhancing shareholder return while improving capital adequacy ratios to meet the international financial regulations.
The Basel III international financial regulatory framework was finalized in 2017 and its uncertainty regarding tightening of regulation has decreased, whilst we steadily accumulated capital to strengthen our capital adequacy. Meanwhile, the interactions between companies and their shareholders and investors have been changing. In addition to areas of traditional importance, such as business strategy and capital management, shareholders have become increasingly focused on sustainable enhancement of corporate values from various perspectives, such as sustainability, as represented by the rise of Responsible Investment. In light of these changes, we believe it will become increasingly important for us to engage in constructive dialogue and listen thoroughly to our shareholders' opinions with regard to the usage of capital, including an increase in shareholder returns and investment for future growth.
(2) Details of the amendment
The details of the amendment can be found in the attached document"Terms of Amendment No. 1." (PDF/167KB).
2. Share Consolidation
(1) Purpose of the share consolidation
The shares of common stock will be consolidated on the basis of one post–consolidation share per ten pre–consolidation shares ("the share consolidation".)
This share consolidation intends to address the situation that the Company's current share price of 119.8 yen, and its Trading Unit* 11,980 yen (as of May 14 ,2020) is significantly below the desirable Trading Unit range of 50,000 yen to 500,000 yen designated by the Tokyo Stock Exchange's Securities Listing Regulations. Meanwhile, our Five–Year Business Plan launched in fiscal 2019 set forth our shareholder return policy: "we are maintaining the current level of dividends for the time being while aiming to strengthen our capital base further in order to enhance returns to shareholders at an early stage." We believe that share consolidation will enable us to set the amount of dividend per share more precisely, which will also enhance the flexibility of our capital management.
With this share consolidation and the amendment to the Articles of Incorporation regarding the body that governs decisions to issue dividends from surplus and other related matters as described in Amendment No. 1, we will endeavor to enhance our communication with our shareholders related to the usage of the Company’s capital. *Trading Unit: the number of shares that is used as the acceptable quantity for trading on the Tokyo Stock Exchange.
(2) Details of the share consolidation
- Class of shares to be consolidated
- Consolidation rate
One post–consolidation share per ten pre–consolidation shares based on the shares owned by the shareholders recorded in the shareholder register as of September 30, 2020.
- Effective date
October 1, 2020
- Total number of Authorized Shares
To be changed on the effective date of the share consolidation pursuant to Article 182, Paragraph 2 of Japan's Companies Act
- Number of shares to be reduced by the consolidation (Number of shares to be reduced by the consolidation could be changed)
|Total number of issued shares before the consolidation as of March 31, 2020||25,392,498,945|
|Number of shares to be reduced by the consolidation||22,853,249,051|
|Total number of issued shares after the consolidation||2,539,249,894|
"Number of shares to be reduced by the consolidation" and "Total number of issued shares after the consolidation" are theoretical figures based on the total number of issued shares before the consolidation and the consolidation rate.
(3) Number of shareholders to be reduced by the consolidation
Assuming the Company's shareholder composition is unchanged from March 31, 2020, the number of shareholders would be as follows:
|Number of shareholders||Number of shares owned|
fewer than 10 shares
10 to fewer than 100 shares
100 to fewer than 1,000 shares
1,000 shares or more
After the share consolidation, the 19,240 shareholders who own fewer than 10 shares – the total number of shares held by these shareholders amounts to 62,851 shares – would lose their status as shareholders.
In addition, the 254,878 shareholders who own 100 to fewer than 1000 shares – the total number of shares held by these shareholders amounts to 89,624,711 shares and the composition ratio of these shareholders against 991,573 shareholders who hold voting rights is 25.70% – would become owners of shares, each of whom owns less than one Trading Unit, and would lose the opportunity to buy and sell the shares on the exchange market as well as lose voting rights at general meetings of shareholders.
Pursuant to Article 194, Paragraph 1 of Japan's Companies Act and Article 8 and 9 of the Articles of Incorporation, any shareholder may request that the Company sell a number of shares to the extent that they constitute one Trading Unit together with the number of shares less than one Trading Unit owned by them. Alternatively, pursuant to Article 192, Paragraph 1 of Japan's Companies Act and Article 8 of the Articles of Incorporation, any shareholder may request the Company to buy back shares less than one Trading Unit. Shareholders are advised to contact a securities company with an account to hold our shares or the Company's shareholder registry administrator.
(4) Cases of fractions of less than one share
In the event this share consolidation generates fractions of shares less than one share, the fractions shall be all disposed of or purchased as treasury stock pursuant to Article 235 of Japan's Companies Act, and the shareholders who own fractions of less than one share shall be paid for the disposition value in proportion to the amount of the fractions.
(5) Conditions for the consolidation
This consolidation will take place on the condition that the proposal concerning the share consolidation is approved at the Ordinary General Meeting of Shareholders.
(6) Trading Unit after the consolidation
As a result of the share consolidation, the share price of the Company, which could be estimated to be 1,198 yen and its Trading Unit 119,800 yen based when assuming that the share price stays the same as it is on May 14, 2020, is thought to be in the desirable Trading Unit range of 50,000 yen to 500,000 yen designated by the Tokyo Stock Exchange's Securities Listing Regulations.
3. Partial amendment to the Articles of Incorporation (No. 2: Amendment to the Articles of Incorporation Related to the Total Number of Authorized Common Stock and Preferred Stock in Accordance with the Share Consolidation)
(1) Purpose of the amendment
This amendment will be made, on the condition that the share consolidation is authorized and approved, to reflect this share consolidation in the total number of each class of shares defined by Article 6 –Total Number of Authorized Shares of the current Articles of Incorporation, and the number of shares the Company is authorized to issue each of common stocks and preferred stocks, including from the First Series of Class XIV preferred stock to the Fourth Series of Class XVI preferred stock. The total number of shares the Company is authorized to issue will change in accordance with the share consolidation taking effect pursuant to Article 182, Paragraph 2 of Japan's Companies Act and is not the purpose of this amendment. (Terms of Amendment No.2, Article 6)
Additionally, preferred stock dividends set forth in Article 13 – Preferred Stock Dividends, Paragraph 1 and distribution of residual assets set forth in Article 15 – Distribution of Residual Assets, Paragraph 1 of the current Articles of Incorporation will be amended to be at the same level defined by the current Articles of Incorporation after the share consolidation takes effect. (Terms of the Amendment No.2, Article 13, Paragraph 1 and Article 15, Paragraph 1)
(2) Details of the amendment
The details of the amendments can be found in the attached document"Terms of Amendment No. 2." (PDF/167KB).
(3) Effective date
October 1, 2020 in accordance with the effective date of the share consolidation
4. Partial amendment to the Articles of Incorporation (No. 3: Amendment to the Articles of Incorporation Regarding a Person Authorized to Convene the General Meeting of Shareholders and the Chairman of the Meeting)
(1) Purpose of the amendment
In order to build the Company's management structure flexibly, this amendment clearly establishes that in the event that a person who is not a director is selected as President & CEO, as there will be no director concurrently serving as President & CEO until that person is confirmed as a director by the General Meeting of Shareholders, in such cases another director will convene the General Meeting of Shareholders and another director or executive officer will serve as chairman according to the order previously determined by the Board of Directors.
(2) Details of the amendment
The details of the amendment can be found in the attached document"Terms of Amendment No. 3." (PDF/167KB).
5. Overall Schedule for the Partial Amendment to the Articles of Incorporation and Share Consolidation (planned):
|(1) Date of Board of Directors meeting||: May 15, 2020|
|(2) Date of Ordinary General Meeting of Shareholders||: June 25, 2020|
|(3) Effective date of Articles of Incorporation amendment No. 1 and No. 3||: June 26, 2020|
|(4) Effective date of share consolidation and Articles of Incorporation amendment No. 2||: October 1, 2020|
6. The fiscal year ending March 2021, Cash Dividend Estimate
In the event that the share consolidation takes effect, as stated in the "Consolidated Financial Statements for Fiscal 2019 <Under Japanese GAAP>" announced on May 15, 2020, the Company plans to convert the per–share forecast of dividend for the fiscal year ending March 2021, into 37.5 yen using the following formula:
Adjusted year–end dividend per share
＝ unadjusted year–end dividend per share × share consolidation rate
Such adjustment of the year–end dividend forecast is an adjustment accompanying the share consolidation and does not revise the total amount of the dividend.
End of document
This document is provided as a press release regarding "Notice on Partial Amendment to the Articles of Incorporation and Share Consolidation" and is in no way intended as a solicitation for the purchase of investment products in Japan or any other country.