Mizuho Financial : Convocation Notice of the 22nd Ordinary General Meeting of Shareholders

Mizuho Financial Group

Convocation Notice of the

22nd Ordinary General Meeting

of Shareholders

FY2023 (April 1, 2023 - March 31, 2024)

(Securities Code 8411)

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Forward-looking Statements

This material contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance.

In many cases, but not all, we use such words as "aim," "anticipate," "believe," "endeavor," "estimate," "expect," "intend," "may," "plan," "probability," "project," "risk," "seek," "should," "strive," "target" and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.

We may not be successful in implementing our business strategies, and management may fail to achieve its targets, for a wide range of possible reasons, including, without limitation: international conflicts and geopolitical disruptions; incurrence of significant credit-related costs; declines in the value of our securities portfolio; changes in interest rates; foreign exchange rate fluctuations; decrease in the market liquidity of our assets; revised assumptions or other changes related to our pension plans; a decline in our deferred tax assets; the effect of financial transactions entered into for hedging and other similar purposes; failure to maintain required capital adequacy ratio levels; downgrades in our credit ratings; our ability to avoid reputational harm; our ability to implement our medium-term business plan and other strategic initiatives and measures effectively; the effectiveness of our operation, legal and other risk management policies; the effect of changes in general economic conditions in Japan and elsewhere, problems related to our information technology systems and cyber attacks; changes to applicable laws and regulations; and the effect of climate change.

Further information regarding factors that could affect our financial condition and results of operations is included in "Item 3.D. Key Information-Risk Factors" and "Item 5. Operating and Financial Review and Prospects" in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") and our report on Form 6-K furnished to the SEC on December 27, 2023, both of which are available in the Financial Information section of our web page at www.mizuho-fg.com/index.htmland also at the SEC's web site at www.sec.gov.

We do not intend to update our forward-looking statements. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.

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This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

June 5, 2024 (Commencement Date of Electronic Provision Measures: May 28, 2024)

Securities code: 8411

To our shareholders

CONVOCATION NOTICE OF

THE 22ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

Please be advised that the 22nd Ordinary General Meeting of Shareholders of Mizuho Financial Group, Inc. will be held as set forth below.

At the time of the convocation of this Ordinary General Meeting of Shareholders, electronic provision measures have been taken, and the information contained in the reference materials, etc. for this ordinary general meeting of shareholders (the "Matters for Electronic Provision Measures") were posted on our website under the title "Convocation Notice of the 22nd Ordinary General Meeting of Shareholders." We request that you access the information by visiting our website indicated below. If you are unable to attend the meeting, we respectfully request that you exercise your voting rights in advance.

Our website

https://www.mizuhogroup.com/investors/financial-information/stock-information/meeting

TSE website (Listed Company Search)

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

We request that you access the information by entering and searching for our issue name (company name) or securities code and selecting "Basic information" and "Documents for public inspection/PR information."

Masahiro Kihara

President & Group CEO

Member of the Board of Directors

Mizuho Financial Group, Inc.

5-5, Otemachi 1-chome,

Chiyoda-ku, Tokyo

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Details

1. Date and time: 10:00 a.m. on Wednesday, June 26, 2024 (doors open at 9:00 a.m.)
2. Venue:Tokyo International Forum (Hall A)

5-1, Marunouchi 3-chome,Chiyoda-ku, Tokyo

3. Purpose of the Meeting: Matters to be reported:

Report on the Business Report for the 22nd fiscal year (from April 1, 2023 to March 31, 2024), on the consolidated financial statements, on the non- consolidated financial statements and on the Results of Audit of the Consolidated Financial Statements by the Independent Auditors and the Audit Committee

Matters to be resolved:

Company Proposal

Proposal 1: Appointment of fourteen (14) directors

Shareholder Proposal

Proposal 2: Partial amendment to the Articles of Incorporation

(director competencies for the effective management of climate-related business risks and opportunities)

Proposal 3: Partial amendment to the Articles of Incorporation (assessment of customers' climate change transition plans)

-End of notice-

If any revision is required with respect to the Matters for Electronic Provision Measures, the revised information will be posted on the respective websites.

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Message from the Group CEO

As President & Group CEO of Mizuho Financial Group, Inc., I would like to express our deep appreciation for your continued interest and support. I send herewith our convocation notice of the 22nd Ordinary General Meeting of Shareholders to be held on Wednesday, June 26, 2024.

Results of operations in fiscal year 2023

The fiscal year 2023 was the first year of the medium-term business plan (FY2023 to FY2025) and the last year of the 5-Year Business Plan (FY2019 to FY2023). With Consolidated Net Business Profits of JPY 1,005.8 billion, we were able to exceed our final target of JPY 900.0 billion under the 5-Year Business Plan, and we also exceeded our target for Profit Attributable to Owners of Parent, posting JPY 678.9 billion. We also made progress on the accumulation of owned capital and in cross-shareholdings disposal as scheduled.

In light of our steady business results, we have further increased the dividend payout from our estimate as of the interim financial results to an annual cash dividend of JPY 105 (an increase of JPY 20 compared to the fiscal year 2022), marking the third consecutive year in which we increased dividends.

In addition, due to trends such as the rise in stock prices globally and in Japan, the stock price of Mizuho Financial Group recorded its highest level since the global financial crisis in 2008 (the closing price as of March 31, 2024). Although the rise in stock prices is partly attributable to the expectations for a change in the Bank of Japan's policies that affected the stock prices of financial institutions and banks overall, we have steadily improved our price-to-book ratio (P/B ratio) as well.

We are hoping to build up results that exceed the expectations of our shareholders, while creating our unique strengths and values.

Progress of the medium-term business plan-"Signs of change"

In the fiscal year 2023, we redefined our Corporate Identity and newly defined our Purpose, which is to "proactively innovate together with our clients for a prosperous and sustainable future." In conjunction with this, we established a medium-term business plan that lays down five business focus areas for us to tackle. Currently, the Japanese economy is at a major turning point. A virtuous cycle of growth and distribution is emerging, as evidenced by the end of negative interest rates, more active corporate investment and positive responses by companies to calls for wage increases. We have set "Improving customer experience," "Support for the doubling of asset- based income" and "Enhancing the competitiveness of Japanese companies" as our business focus areas. As Japan is facing a major watershed moment, these areas are perfectly opportune. In addition to the aforementioned three areas, we have also set "Global Corporate & Investment Banking (CIB) business model" and "Sustainability and innovation" as focus areas. "Global Corporate & Investment Banking (CIB)

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business model" embodies our desire to contribute to the development of the global economy and to serve as a bridge between Japan and the rest of the world.

In the fiscal year 2023, progress was made in each focus area. First, as regards "Improving customer experience," we worked to improve the functions of the Mizuho Direct App. With respect to Mizuho Wallet, which is equipped with a contactless payment function, we also released a new function in May 2023. In addition, we established a shop dedicated to opening deposit accounts. These efforts were successful and resulted in a net increase in the number of deposit accounts. Regarding "Support for the doubling of asset-based income," we achieved a net increase in the number of NISA accounts through careful consulting carried out by our Life Plan Advisors, or LPAs, who are branch-based consultants. We also strengthened our strategic capital alliance with Rakuten Securities, Inc. With respect to "Enhancing the competitiveness of Japanese companies," we aggressively promoted a strategic approach centered on middle-market firms and achieved good results in supporting their growth. In relation to "Global Corporate & Investment Banking (CIB) business model," we completed the acquisition of U.S. M&A advisory firm Greenhill & Co., Inc. and put in place a framework for cross-border M&A proposals, including those pertaining to Japanese clients. Lastly, regarding "Sustainability and innovation," we utilized the Transition Equity Investment Facility to activate investments in next- generation technologies that will facilitate progress toward decarbonization and a circular economy. These five focus areas do not exist on a stand-alone basis. By linking them together, we can leverage our strengths and generate innovation. To this end, it is essential to remove sectoral barriers in the organization and to transform our corporate culture to enable us to take on challenges through holding constructive discussions among employees. In the fiscal year 2023, the management visited 70 offices in and outside Japan and held 50 town hall meetings and round-table talks. We strive to foster a sense of unity with employees by sharing the management's thoughts on the Purpose and corporate culture transformation policies, as well as exchanging opinions.

Under these initiatives, signs of change emerged within us. Many collaborations were born across our organization, such as the collaboration between offices regarding frontline administration and NISA, and co-creation of value with our clients was realized through insights being shared across groups. Furthermore, in the "GCEO Challenges," where employees bring proposals for new businesses and give them form, the first project selected was established as a joint venture with another company. Proactive employee initiatives such as these are also spreading.

In conclusion

As I have recently informed you on the progress of the medium-term business plan and "signs of change" which have occurred in the group, we hope to receive your opinions and utilize them for the group's future direction and our explanations. We would appreciate it if you could share your opinions with us in the form of prior questions or an exercise of voting rights at the General Meeting of Shareholders.

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Finally, we appreciate your continued support and will do everything in our power to exceed your expectations.

Masahiro Kihara, President & Group CEO

Member of the Board of Directors

Mizuho Financial Group, Inc.

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Message to our shareholders (stakeholders)

1 Results of Operations and Dividend Achieved our target and determined to raise dividends for three consecutive fiscal years

We also exceeded the earnings outlook that had been revised upwards in the interim period.

We will continue our stable growth, secure increased income and revenue and steadily return profits to our shareholders.

Results of operations

• Steady growth in both Customer Groups and Markets,1 and record high Consolidated Net Business Profits
• Profit Attributable to Owners of Parent results led to second-highest ever earnings

Notes

1. New management accounting rules were applied in the fiscal year 2023. Figures for YoY were recalculated based on the new rules. The amount in respect of Customer Groups is the sum total of JPY 105.0 billion for Retail & Business Banking Company (increase of JPY 24.7 billion YoY), JPY 346.2 billion for Corporate & Investment Banking Company (increase of JPY 33.3 billion YoY), JPY 337.4 billion for Global Corporate & Investment Banking Company (decrease of JPY 0.2 billion YoY) and JPY 2.8 billion for Asset Management Company (decrease of JPY 10.1 billion YoY). The amount in respect of Markets is JPY 12.5 billion (increase of JPY 65.1 billion YoY) for Global Markets Company.
2. Consolidated Gross Profits (including net gains or losses related to ETFs and others) - G&A Expenses (excluding Non-Recurring Losses) + Equity in Income from Investments in Affiliates and certain other consolidation adjustments.

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Dividend

We decided to increase our dividend further from our estimate as of the interim financial results, based on our strong business performance and a dividend payout ratio of 40%, which is a guide taken into consideration in our shareholder return policy.

		Payment commencement date for
Date of sending of financial statements
June 5, 2024		fiscal year-end cash dividend
	June 6, 2024

Shareholder return policy

• Progressive dividends being our principal approach while executing flexible and intermittent share buybacks.
• As for dividends, we will decide based on the steady growth of our stable earnings base, taking a dividend payout ratio of 40% as a guide into consideration.
• As for share buybacks, we will consider our business results and capital adequacy, our stock price and the opportunities for growth investment in determining the execution.

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Message to our shareholders (stakeholders)

2 Medium-term Business Plan

Progress of the medium-term business plan, "signs of change"

The medium-term business plan is progressing steadily. In addition, "signs of change" have occurred, and we will solidify these signs into a strong momentum.

Basic policy

A three-year journey connecting various initiatives and co-creating value- added solutions in order to support our clients and solve social issues

Make the most effective use of corporate resources through a flexible business development

approach

Together with our clients and society, build the cornerstone of future sustainable growth and

prosperity

• Defining the business areas that we need to focus on in order to make "our aim for the world in 10 years" a reality

Our aim for the world in 10 years

Progress towards a	Widespread adoption of	Reversing Japan's decline and	Global sustainability
innovative technology such as	putting the Japanese economy on
more inclusive society
AI	a growth trajectory

Promoting the shift from savings to investments to increase personal asset-based income

Respond to accelerating	Meeting the needs of the
diverse lifestyles of the
sustainability awareness
digital native generation

Securing a leading edge position in global financial markets

Fueling the growth of listed companies whose market values are stagnant and make it as a key growth driver of the Japanese economic revival

Business focus areas

Support for the doubling of asset- based income

Enhancing the competitiveness of Japanese companies

Improving customer experience

Global Corporate & Investment Banking (CIB) business model

		Sustainability and innovation
		Enhancing our corporate foundations
	Corporate culture	Human capital
	transformation	enhancement
	Digital transformation	IT reforms
		Maintenance of stable business operations

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