みずほフィナンシャルグループ（8411） – Notice of Convocation Annual General Meeting 2022(Items Disclosed on Internet pursuant to Laws and Regulations and the Articles of Incorporation)

Items Disclosed on Internet pursuant to Laws and Regulations and the Articles of Incorporation in relation to the Convocation Notice of the 20th Ordinary General Meeting of Shareholders Business Report for the 20th Fiscal Year 1. The current state of Mizuho Financial Group, Inc. (7) Employees (8) Principal offices 4. Matters regarding Mizuho Financial Group’s shares 5. Matters regarding stock acquisition rights of Mizuho Financial Group 6. Matters regarding Independent Auditor 7. Structure for ensuring appropriate conduct of operations 8. Matters regarding specified wholly-owned subsidiary 9. Other matters Consolidated financial statements and non-consolidated financial statements Consolidated statement of changes in net assets Notes to the consolidated financial statements Non-consolidated statement of changes in net assets Notes to the non-consolidated financial statements (from April 1, 2021 to March 31, 2022) Pursuant to laws and regulations, and the provision of Article 24 of the Articles of Incorporation, the items listed above are disclosed through postings on Mizuho Financial Group’s website (https://www.mizuho-fg.com/). With respect to the Business Report, the item numbers are continued from the item numbers in the attachment to the Convocation Notice of the 20th Ordinary General Meeting of Shareholders. (7) Employees March 31, 2022 Mizuho Bank, Ltd. (consolidated) Mizuho Trust & Banking Co., Ltd. (consolidated) Mizuho Securities Co., Ltd. (consolidated) Other Total Number of employees 33,157 4,224 8,180 6,859 52,420 Notes: 1. The number of employees is the number of persons employed by Mizuho Financial 2. The number of employees includes locally hired staff outside Japan and does not Group and its consolidated subsidiaries. include temporary employees. 3. The number of employees of Mizuho Financial Group is included in “Other.” Reference: The following sets forth information regarding the employees of Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities, as well as Mizuho Financial Group (collectively, the “Four Companies”): Number of employees Average age Average years of employment Average monthly salary March 31, 2022 38,112 39 years, 7 months 15 years, 1 month JPY 502,000 Notes: 1. The number of employees is the number of persons employed by the Four Companies. 2. The number of employees is the aggregate total of employees of the Four Companies. The average age, average years of employment and average monthly salary are the collective averages for the Four Companies. 3. The number of employees does not include temporary employees. 4. The calculations of average age, average years of employment and average monthly salary do not take into account seconded employees and locally hired staff outside Japan. Fractions are rounded down. 5. The average monthly salary is the average salary for the month of March, pre-tax, and does not include bonuses. 2 (8) Principal offices a. Bank holding company Mizuho Financial Group: Head Office b. Banking business Mizuho Bank Region Kanto, Koshinetsu Hokkaido, Tohoku Hokuriku, Tokai, Kinki Chugoku, Shikoku Kyushu, Okinawa Japan total The Americas Europe and the Middle East Asia and Oceania Outside Japan total Total Number of offices March 31, 2022 382 16 Principal offices Head Office and other offices Sapporo Branch, Sendai Branch and other offices Osaka Branch, Nagoya Branch and other offices Hiroshima Branch, Takamatsu Branch and other offices Fukuoka Branch and other offices New York Branch and other offices London Branch and other offices Hong Kong Branch, Singapore Branch and other offices 85 15 14 512 13 8 22 43 555 Notes: 1. Offices include sub-branches, branches and offices for remittance purposes only, branches offering account transfer services only, ATM management branches (branches and offices to maintain shared ATMs only), pension plan advisory offices (pension plan advisory only offices) and internet branches. In addition to the above, 167 banking agency offices, 57,410 non-branch ATMs and 6 representative offices outside Japan were in operation as of March 31, 2022. In addition to the above, 3 sub-branches at Narita Airport and 5 sub-branches at Haneda Airport, all mainly for foreign currency exchange, were in operation as of March 31, 2022. 3. 2. 3 Mizuho Trust & Banking Number of offices March 31, 2022 42 Principal offices Head Office, Yokohama Branch and other offices Sapporo Branch and Sendai Branch Osaka Branch, Nagoya Branch and other offices Hiroshima Branch, Okayama Branch and other offices Fukuoka Branch and other offices Region Kanto, Koshinetsu Hokkaido, Tohoku Hokuriku, Tokai, Kinki Chugoku, Shikoku Kyushu Total 2. c. Securities business Mizuho Securities Region Kanto, Koshinetsu Hokkaido, Tohoku Hokuriku, Tokai, Kinki Chugoku, Shikoku Kyushu Total Notes: 1. 2. d. Other business Notes: 1. Offices include 24 sub-branches (including Trust Lounges, Mizuho Trust & Banking’s offices that specialize in consultation and are mainly located within the same buildings as Mizuho Bank branches). In addition to the above, 67 trust agencies were in operation as of March 31, 2022. Number of offices March 31, 2022 44 Principal offices Head Office, Shinjuku Branch and other offices Sapporo Branch, Sendai Branch and other offices Osaka Sales Dept. I, Nagoya Branch and other offices Hiroshima Branch, Takamatsu Branch and other offices Fukuoka Branch, Kumamoto Branch and other offices In addition to the above, 2 representative offices outside Japan were in operation as of March 31, 2022. In addition to the above, 123 Planet Booths were in operation in the lobbies of Mizuho Bank branches for securities investment consultations as of March 31, 2022. Mizuho Research & Technologies, Ltd.; Head Office and other offices Reference: In order to provide further enhanced, comprehensive financial services, the establishment of joint branches capable of offering banking, trust banking and securities services is being promoted for the offices stated in b. and c. above. The details are as follows: 2 10 3 3 60 6 38 10 9 107 4 Joint branches (Japan) Joint branches offering banking, trust banking and securities services Joint branches offering banking and securities services Joint branches offering banking and trust banking services Joint branches offering trust banking and securities services Total Number of branches March 31, 2022 44 144 2 1 191 Note: Mizuho Securities joint branches include Planet Booths, in addition to its offices. 5 4. Matters regarding Mizuho Financial Group’s shares (1) Number of shares Total number of authorized shares (2) Total number of classes of shares authorized to be issued, total number of shares issued and number of shareholders (As of March 31, 2022) (As of March 31, 2022) 5,130,000,000 Total number of classes of shares authorized to be issued Total number of shares issued Number of shareholders 4,800,000,000 90,000,000 2,539,249,894 689,496 Classification Common stock First Series of Class XIV Preferred Stock Second Series of Class XIV Preferred Stock Third Series of Class XIV Preferred Stock Fourth Series of Class XIV Preferred Stock First Series of Class XV Preferred Stock Second Series of Class XV Preferred Stock Third Series of Class XV Preferred Stock Fourth Series of Class XV Preferred Stock First Series of Class XVI Preferred Stock Second Series of Class XVI Preferred Stock Third Series of Class XVI Preferred Stock Fourth Series of Class XVI Preferred Stock 90,000,000 90,000,000 90,000,000 90,000,000 90,000,000 90,000,000 90,000,000 150,000,000 150,000,000 150,000,000 150,000,000 6 Notes: 1. The total number of the classes of shares which Mizuho Financial Group is authorized to issue in respect of the First to Fourth Series of Class XIV Preferred Stock shall not exceed 90,000,000 in total. 2. The total number of the classes of shares which Mizuho Financial Group is authorized to issue in respect of the First to Fourth Series of Class XV Preferred Stock shall not exceed 90,000,000 in total. 3. The total number of the classes of shares which Mizuho Financial Group is authorized to issue in respect of the First to Fourth Series of Class XVI Preferred Stock shall not exceed 150,000,000 in total. 4. The number of shareholders of common stock listed above does not include the 216,827 shareholders who own only shares constituting less than one (1) unit. 7 (3) Major shareholders Common stock (As of March 31, 2022) Number of shares held and percentage of shares held Percentage of shares held 15.40 Name of shareholder Number of shares held 1.81 4.39 111,579,400 46,130,395 35,675,977 390,968,800 The Master Trust Bank of Japan, Ltd. (Trustee account) Custody Bank of Japan, Ltd. (Trustee account) State Street Bank West Client – Treaty 505234 JPMorgan Securities Japan Co., Ltd. JPMorgan Chase Bank 385781 Custody Bank of Japan, Ltd. (Taxable trust money account) Custody Bank of Japan, Ltd. (Trustee account 4) State Street Bank and Trust Company 505103 Barclays Securities Japan Limited SSBTC Client Omnibus Account Notes: 1. Figures for the percentages of shares held are rounded down to the nearest second 23,375,400 32,991,074 23,243,410 26,998,300 27,266,650 25,954,531 1.29 1.40 0.92 1.07 1.06 1.02 0.91 2. The percentages of shares held are calculated by excluding treasury stock (684,902 decimal place. shares). (4) Shares held by officers Directors and executive officers Outside directors Number of persons who received shares (As of March 31, 2022) Class and number of shares Common stock, 43,519 shares Common stock, 2,548 shares 17 1 Notes: 1. The number of shares listed above includes the number of shares received by the officers during the fiscal year 2021, based on the estimates of such number made in the fiscal year 2020. 2. The number of shares listed above reflects the share consolidation implemented on October 1, 2020. 8 5. Matters regarding stock acquisition rights of Mizuho Financial Group The following table is a summary of the stock acquisition rights issued to the directors (excluding the outside directors), executive officers as defined in the Companies Act and executive officers as defined in our internal regulations of Mizuho Financial Group and its subsidiaries, Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd., pursuant to the Companies Act, in consideration for execution of duties: Allotment date of stock acquisition rights Number of stock acquisition rights Class and number of subject shares Issue price (per stock acquisition right) (JPY) Exercise price (per share) (JPY) Exercise period 1 91,840 12,452 rights December 8, 2011 August 31, 2012 Common stock, 1,245,200 shares Fourth Series of Stock Acquisition Rights of Mizuho Financial Group Fifth Series of Stock Acquisition Rights of Mizuho Financial Group Seventh Series of Stock Acquisition Rights of Mizuho Financial Group Notes: 1. Statements regarding the first through third series and the sixth series of stock acquisition rights of Mizuho Financial Group are omitted because our directors and executive officers held no stock acquisition rights as of March 31, 2022. Common stock, 1,177,600 shares Common stock, 960,200 shares December 1, 2014 11,776 rights 9,602 rights 186,990 113,250 1 1 2. Statements in the above table reflect the share consolidation implemented on October From December 9, 2011 to December 8, 2031 From September 3, 2012 to August 31, 2032 From December 2, 2014 to December 1, 2034 1, 2020. 9 (1) Stock acquisition rights of Mizuho Financial Group held by directors and executive officers as of March 31, 2022 Number of stock acquisition rights Class and number of subject shares Number of persons and rights held by directors and executive officers as defined in the Companies Act 77 rights Common stock, 7,700 shares Fourth Series of Stock Acquisition Rights of Mizuho Financial Group Fifth Series of Stock Acquisition Rights of Mizuho Financial Group Seventh Series of Stock Acquisition Rights of Mizuho Financial Group Notes: 1. Statements regarding the first through third series and the sixth series of stock acquisition rights of Mizuho Financial Group are omitted because our directors and executive officers held no stock acquisition rights as of March 31, 2022. Common stock, 15,100 shares Common stock, 21,500 shares 151 rights 215 rights 2. Statements in the above table reflect the share consolidation implemented on October 1 person, 77 rights 1 person, 151 rights 1 person, 215 rights 1, 2020. (2) Stock acquisition rights of Mizuho Financial Group granted to employees during the fiscal year ended March 31, 2022 No stock acquisition rights of Mizuho Financial Group were granted to employees during the fiscal year ended March 31, 2022. 10 6. Matters regarding Independent Auditor (1) Independent Auditor Name Compensation and other remuneration for the fiscal year ended March 31, 2022 Other Ernst & Young ShinNihon LLC Designated Partners with Limited Liability Ryuji Takagi, C.P.A. Toru Nakagiri, C.P.A. Mitsuhiro Nagao, C.P.A. Takahiro Fujimoto, C.P.A. JPY 55 million 1. The Audit Committee reviewed, based on the performance of duties by the Independent Auditor in previous years pursuant to the auditing plan, whether (i) the items and structure of the auditing plan for the fiscal year ended March 31, 2022 were such that they appropriately corresponded to the risk assessments, and (ii) the estimate of the compensation for the audit had been prepared based on the auditing hours required to ensure effective, efficient and proper auditing quality. As a result thereof, the Audit Committee determined that the amount of compensation for the audit was reasonable, and the Audit Committee gave the consent set forth in Article 399, Paragraph 1 of the Companies Act. 2. Mizuho Financial Group paid consideration to the Independent Auditor for the advisory and guidance services and other services related to the translation of the quarterly consolidated financial statements, which are not included among the services set forth in Article 2, Paragraph 1 of the Certified Public Accountant Act (non-audit services). (Notes) 1. Fractions are rounded down. 2. The audit contract between Mizuho Financial Group and the Independent Auditor does not separate the compensation for the audit under the Companies Act from the compensation for the audit under the Financial Instruments and Exchange Act. Moreover, it is practically impossible to separate the two. Accordingly, the above amount is the total of such compensation. 3. The total amount of cash and other proprietary benefits to be paid to the Independent Auditor of Mizuho Financial Group by Mizuho Financial Group, its majority-owned consolidated subsidiaries and its other consolidated subsidiaries is JPY 4,152 million. If the amounts to be paid under the audit contract concluded with the Independent Auditor by Mizuho Financial Group, its majority-owned consolidated subsidiaries and its other consolidated subsidiaries have not yet been determined, approximate amounts are used for the calculations. 11 (2) Other matters regarding the Independent Auditor a. Policy for determination of dismissal or non-reappointment of the Independent Auditor Dismissal 1. The Audit Committee determines the content of proposals regarding the dismissal of an Independent Auditor to be submitted to the general meeting of shareholders in the case where it is expected that the audit of financial statements or other items may be seriously affected by that Independent Auditor’s actions; namely, where such Independent Auditor is recognized to fall under any of the Items in Article 340, Paragraph 1 of the Companies Act and other matters that may affect the audit of financial statements or other items. 2. The Audit Committee dismisses an Independent Auditor upon the unanimous consent of all members of the Audit Committee in the case where such Independent Auditor is recognized to fall under any of the Items in Article 340, Paragraph 1 of the Companies Act and the Audit Committee decides that the Independent Auditor in question should be promptly dismissed. In such a case, the members of the Audit Committee designated by the Audit Committee will report the dismissal of the Independent Auditor in question and the reason for such dismissal at the first general meeting of shareholders called after such dismissal. Non-reappointment The Audit Committee determines the content of proposals regarding the non-reappointment of an Independent Auditor to be submitted to the general meeting of shareholders in the case where the Audit Committee decides that it is reasonable to change the Independent Auditor to another Independent Auditor who is more capable of being entrusted with the duties of an Independent Auditor of the group, even though the system or other such framework that ensures (i) the appropriate implementation of the method of the audit and the results thereof and (ii) the appropriate accomplishment of duties conducted by the Independent Auditors is maintained at a level generally recognized to be adequate. b. Principal majority-owned subsidiaries and other subsidiaries audited by any certified public accountant or audit corporation other than the Independent Auditor of Mizuho Financial Group Mizuho International plc and twelve (12) other companies among Mizuho Financial Group’s principal majority-owned subsidiaries and other subsidiaries are subject to audits (limited to the audits under the provisions of the Companies Act or the Financial Instruments and Exchange Act (including any foreign law equivalent to either of these laws)) by audit corporations (including entities with equivalent qualifications in the relevant foreign country) other than the Independent Auditor of Mizuho Financial Group. 12 7. Structure for ensuring appropriate conduct of operations The Structure for Ensuring Appropriate Conduct of Operations resolved upon by the Board of Directors and the operational status of this structure are summarized below. Regarding Mizuho Financial Group’s Internal Control System that was resolved upon at the Board of Directors meeting held on April 23, 2021, the system’s operational status and related matters were reviewed, and a partial modification of the Internal Control System was resolved upon at the Board of Directors meeting held on April 21, 2022. Summary of the Structure for Ensuring Appropriate Conduct of Operations resolved upon at the Board of Directors meeting (1) Risk management structure Rules and other structures for managing risk of loss ■ Comprehensive risk management in respect the Basic Policy for risk management and Mizuho Financial Group maintains basic policies with to comprehensive risk management of Mizuho Financial Group and entities for administered by Mizuho Financial Group Comprehensive Risk Management. Mizuho Financial Group sets forth, in the Basic Policy for Comprehensive Risk Management, definitions and classifications of risks as well as the the departments and offices responsible management structure. Moreover, Mizuho Financial Group implements comprehensive risk management to control risk to a level acceptable from a management perspective by evaluating risks as a whole and appropriately responding to risks as necessary either prior or subsequent to their occurrence both qualitatively and quantitatively. The President & CEO is responsible for the comprehensive risk management of Mizuho Financial Group, while the Head of the Risk Management Group is in charge of matters relating to the planning and operation of comprehensive risk management pursuant for Comprehensive Risk Management. The Head of the Risk Management Group reports to the Board of Directors, the Risk Committee, the Executive Management Committee, and the President & CEO with respect to the status of comprehensive risk management and other related items, periodically and as necessary. Moreover, the Head of the Risk Management Group makes recommendations to the Head of the Group in charge of each risk management from the perspective of comprehensive risk management, as necessary. the Basic Policy to ■ Business policy committees Business policy committees, such as the Risk Management Committee, comprehensively discuss and coordinate various company-wide issues concerning different forms of risk such as market risk and liquidity risk. 13 ■ Business continuity management In our Basic Policy for Business Continuity Management, Mizuho Financial Group sets forth response measures to be taken in the event of an emergency at Mizuho Financial Group and entities administered by Mizuho Financial Group and basic policies for business continuity management. Mizuho Financial Group establishes appropriate and effective response measures as well as the framework of business continuity management and response measures in the event of an emergency in the Basic Policy for Business Continuity Management in ordinary times in order to identify risks of an emergency and swiftly implement measures, including risk reduction measures in the event of an emergency, and we aim to disseminate this information across the organization. Mizuho Financial Group creates an executive position in charge of crisis management and has a dedicated organization in charge of business continuity management. Rules and other structures for managing risk of loss, including the above mentioned rules and structures, have been set forth in internal policies such as our Basic Policy for Comprehensive Risk Management, Basic Policy for Credit Risk Management, Basic Policy for Market Risk Management, Basic Policy for Liquidity Risk Management, Basic Policy for Operational Risk Management, and Basic Policy for Business Continuity Management. Rules and other structures for managing risk of loss at Mizuho Financial Group’s subsidiaries ■ Basic policy relating to risk management With respect to risk management at Mizuho Financial Group’s core group companies, Mizuho Financial Group develops and provides basic policies and other internal rules and receives reports periodically or as necessary on matters necessary for risk management, such as the risk status at the core group companies, and reports the comprehensive risk management status and other relevant information to the Board of Directors, the Risk Committee and other appropriate governance bodies. Mizuho Financial Group’s prior approval is required when adjustments to the basic policies, or other rules, developed by Mizuho Financial Group are necessary, or when Mizuho Financial Group provides instructions regarding these basic policies or other rules. Mizuho Financial Group centrally oversees and manages the risk and business continuity management of the core group companies, and the risk and business continuity management of subsidiaries and affiliates other than the core group companies shall be overseen, in principle, through the core group companies. The companies particularly designated by Mizuho Financial Group, among the core group companies, each set forth their basic policy for risk and business continuity management upon applying to Mizuho Financial Group, in accordance with the basic policy established by Mizuho Financial Group. Rules and other structures for managing risk of loss of Mizuho Financial Group’s subsidiaries, including the above mentioned structures, have been set forth in internal policies such as our Group Management Administration 14 Regulations, Basic Policy for Comprehensive Risk Management, and Basic Policy for Business Continuity Management. (2) Compliance structure Structure to ensure that Executive Officers as defined in the Companies Act and employees execute their duties in compliance with laws, regulations and the Articles of Incorporation ■ Mizuho Code of Conduct Mizuho Financial Group maintains the Mizuho Code of Conduct as an ethical standard that must be observed in line with our Corporate Identity, which serves as the concept that forms the basis of all activities conducted by Mizuho Financial Group. Mizuho Financial Group observes the Mizuho Code of Conduct in making all business and operational decisions. ■ Compliance Mizuho Financial Group views complete compliance as a basic principle of management and maintains a compliance management structure and a Compliance Manual. Mizuho Financial Group, in principle, develops compliance programs each fiscal year for the implementation of specific plans for complete compliance and periodically follows up on the status of the implementation of such plans. Mizuho Financial Group also maintains a compliance hotline and hotlines relating to internal control and audits with respect to accounting and financial reports. The President & CEO is responsible for compliance at Mizuho Financial Group, while the Head of the Compliance Group is in charge of planning, drafting and promoting matters related to compliance in general. The Head of the Compliance Group reports to the Board of Directors, the Audit Committee, the Executive Management Committee, and the President & CEO with respect to the status of compliance and other matters, periodically and as necessary. ■ Stance towards organized crime Mizuho Financial Group’s stance towards organized crime is part of our compliance structure. Mizuho Financial Group is dedicated to preventing transactions with individuals or organizations associated with organized crime, which is viewed as an important group policy when designing and implementing the specific plans for complete compliance mentioned above. ■ Business policy committees Business policy committees, such as the Compliance Committee, comprehensively discuss and coordinate issues concerning compliance and the handling of organized crime-related measures. 15 A structure to ensure that Executive Officers as defined in the Companies Act and employees execute their duties in compliance with laws, regulations and the Articles of Incorporation, including the above mentioned structures, has been set forth in internal policies including the Mizuho Code of Conduct, Basic Policy of Compliance and the Compliance Manual. Structure to ensure that directors, employees and other members of Mizuho Financial Group’s subsidiaries execute their duties in compliance with laws, regulations and the Articles of Incorporation ■ Basic policy relating to compliance With respect to the compliance management of the core group companies, Mizuho Financial Group develops and provides basic policies and other such rules, and receives reports periodically or as necessary on matters necessary for compliance management of the core group companies, and reports the status of compliance and other matters to the Board of Directors, the Audit Committee, and other appropriate governance bodies. Mizuho Financial Group’s prior approval is required when adjustments to the basic policies or other rules developed by Mizuho Financial Group are necessary, or when Mizuho Financial Group provides instructions regarding these basic policies or other rules. Mizuho Financial Group maintains a system that centrally oversees and manages the status of compliance of the core group companies, and as for subsidiaries and affiliates, other than the core group companies, a compliance management system is established, in principle, through the core group companies. The companies particularly designated by Mizuho Financial Group, among the core group companies, each set forth their basic policy on compliance upon applying to Mizuho Financial Group, in accordance with the basic policy established by Mizuho Financial Group. A structure to ensure that directors, employees and other members of Mizuho Financial Group’s subsidiaries are executed in compliance with laws, regulations and the Articles of Incorporation, including the above mentioned structures, has been set forth in internal policies such as the Group Management Administration Regulations and Basic Policy of Compliance. (3) Execution of duties by Executive Officers as defined in the Companies Act Structure for the safekeeping and management of information on the execution of duties by Executive Officers as defined in the Companies Act ■ Period of retention Mizuho Financial Group fixes the period of retention for information, such as the minutes of the Executive Management Committee meetings and other various committee meetings and materials related thereto, as well as applications for approval and reports, and carries out other necessary matters relating to the safekeeping and management thereof. 16 ■ Information management The President & CEO is responsible for information management at Mizuho Financial Group, while the Head of the Compliance Group is in charge of matters relating to the planning and operation of information management. The Head of the Compliance Group reports to the Board of Directors, the Audit Committee, the Executive Management Committee, and the President & CEO with respect to the status of information management and other matters, periodically and as necessary. Mizuho Financial Group, in principle, establishes specific plans for thorough information management each fiscal year and periodically follows up on the status of the implementation thereof. ■ Business policy committees the Compliance Committee, Business policy committees, such as comprehensibly discuss and coordinate various company-wide measures concerning information management. A structure for the safekeeping and management of information on the execution of duties by Executive Officers as defined in the Companies Act, including the above mentioned structures, has been set forth in internal policies including the Basic Approach for Group Business Management Concerning Information Management, Information Security Policy, Regulations of the Executive Management Committee, and Regulations of the Internal Audit Committee. Structure to ensure the efficient execution of duties by Executive Officers as defined in the Companies Act ■ Delegation of authority Mizuho Financial Group realizes expeditious corporate management that is capable of making swift and flexible decisions by delegating decisions on business execution to Executive Officers as defined in the Companies Act to the fullest extent. ■ In-house company system Mizuho Financial Group maintains in-house companies and units under a management structure based on customer segments and, as the holding company that oversees the business management of the group, Mizuho Financial Group formulates group-wide strategies across banking, trust banking, securities, and other business areas. ■ Implementation of risk appetite framework Mizuho Financial Group framework by establishing a group level risk appetite within the risk-bearing capacity of the group as a whole and, among other things, specifying risk appetite metrics for each in-house company and unit. implements a risk appetite ■ Assignment of business operations, decision-making authority Mizuho Financial Group determines the criteria for matters to be resolved by or reported to the Board of Directors, assignment of business operations to each organization, decision-making authority depending on the importance of matters, etc. Mizuho Financial Group also maintains an Executive Management Committee and several business policy committees. Thus, 17 Mizuho Financial Group ensures that Executive Officers as defined in the Companies Act execute their duties efficiently on a company-wide basis. A structure to ensure the efficient execution of duties by Executive Officers as defined in the Companies Act, including the above mentioned structures, has been set forth in internal policies such as our Corporate Governance Guidelines, Regulations of the Board of Directors, Organization Regulations, Authorization Regulations, and Basic Policy Concerning the Operation of the Risk Appetite Framework. (4) Group management administration structure Structure for ensuring appropriate conduct of operations within the corporate group consisting of Mizuho Financial Group and its subsidiaries ■ Mizuho Code of Conduct Each group company has adopted the Mizuho Code of Conduct. ■ Group management administration Mizuho Financial Group directly administers its core group companies as stipulated in our Group Management Administration Regulations, in order to play an active role as the holding company in the management of the group and act in a planning function with respect to group strategies and policies and a controlling function with respect to each group company as part of Mizuho Financial Group’s business management. In accordance with the Standards for Management of Subsidiaries established by Mizuho Financial Group, the core group companies administer subsidiaries and affiliates other than the core group companies. ■ Reports to the Board of Directors and other governance bodies, by Directors, Executive Officers as defined in the Companies Act, employees, etc. The Board of Directors, the Nominating Committee, the Compensation Committee, and the Audit Committee may, whenever necessary, have Directors, Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group (including directors, corporate auditors or other persons equivalent thereto and employees of the Three Core Companies, and directors, corporate auditors, or other persons equivalent thereto and employees of Mizuho Financial Group’s subsidiaries and affiliates with respect to the meetings of the Board of Directors and the Audit Committee) attend meetings of the Board of Directors and such committees and request reports and opinions by those people. Directors, Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group (including directors, corporate auditors or other persons equivalent thereto and employees of the Three Core Companies, and directors, corporate auditors, or other persons equivalent thereto and employees of Mizuho Financial Group’s subsidiaries and affiliates with respect to the meetings of the Board of Directors and the Audit Committee) shall, upon request, attend meetings of the Board of Directors and such committees and explain matters requested by the Board of Directors and such committees. 18 A structure for ensuring appropriate conduct of operations within the corporate group consisting of Mizuho Financial Group and its subsidiaries, including the above mentioned structures, has been set forth in internal policies such as the Corporate Governance Guidelines, Mizuho Code of Conduct, Regulations of the Board of Directors, Regulations of the In-House Company Strategy Conference, Group Management Administration Regulations, Standards for Management of Subsidiaries, and Regulations for the Operation of the in-house company system. Structure concerning reports to Mizuho Financial Group on matters related to the execution of duties by the directors of Mizuho Financial Group’s subsidiaries and other persons equivalent thereto ■ Application for approval and reports from the core group companies Pursuant to the Group Management Administration Regulations, Mizuho Financial Group receives applications for approval from the core group companies on material matters concerning the entire group and receives reports on matters relevant thereto. With respect to risk management, compliance management, and internal audits, Mizuho Financial Group receives reports periodically or as necessary regarding necessary matters in accordance with the basic policies and other such internal regulations. In addition, the core group companies are required to submit an application for approval or complete other such procedures when adjustments are required to such basic policies or other internal regulations or when instructed to do so by Mizuho Financial Group. A structure concerning reports to Mizuho Financial Group on matters related to the execution of duties by the directors of Mizuho Financial Group’s subsidiaries and other persons equivalent thereto, including the above mentioned structures, has been set forth in the internal policies such as our for Group Management Administration Regulations, Basic Policy Comprehensive Risk Management, Basic Policy of Compliance, and Basic Policy on Internal Audit. Structure to ensure the efficient execution of duties of the directors of Mizuho Financial Group’s subsidiaries and other persons equivalent thereto ■ Development and presentation of management policies and other directives Pursuant to the Group Management Administration Regulations, Mizuho Financial Group develops basic policies and other such internal policies on matters concerning the development of management policy and business strategy, and presents them to the core group companies. A structure to ensure the efficient execution of duties of the directors of Mizuho Financial Group’s subsidiaries and other persons equivalent thereto, including the above mentioned structures, has been set forth in internal policies including our Group Management Administration Regulations and Organization Regulations. 19 (5) Execution of duties by the Audit Committee Matters concerning employees designated as assistants for the Audit Committee’s duties ■ Establishment of the Audit Committee Office Mizuho Financial Group designates the Audit Committee Office as the office in charge of matters concerning assistance in the performance of the Audit Committee’s duties and matters concerning the secretariat for the Audit Committee, and the General Manager of the Audit Committee Office manages the office’s business under the instructions of members of the Audit Committee. The above stipulations have been set forth in internal policies such as our Regulations of the Audit Committee and Organization Regulations. Matters concerning measures for ensuring that employees assisting the Audit Committee’s duties remain independent from Executive Officers as defined in the Companies Act and the effectiveness of the instructions to such employees ■ Prior consent of the Audit Committee Prior consent of the Audit Committee shall be obtained with respect to the establishment of the budget of the Audit Committee Office in charge of matters concerning assistance in the performance of the Audit Committee’s duties, reorganization thereof, and personnel changes or other such matters concerning employees assigned thereto. ■ Ensuring sufficiency and independence of structure The Audit Committee, from the perspective of ensuring the effectiveness of audits, takes into consideration whether the sufficiency of the structure of assistant employees and other persons equivalent thereto, and the independence of assistant employees and other persons equivalent thereto, from Executive Officers as defined in the Companies Act or other persons performing an executive role, are ensured. The above stipulations have been set forth in internal policies such as our Regulations of the Audit Committee and Auditing Standards of the Audit Committee. The structure under which Directors (excluding Directors who are members of the Audit Committee), Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group report to the Audit Committee ■ Attendance at meetings of the Audit Committee by Directors, Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group The Audit Committee may, whenever necessary, have Directors, Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group attend meetings of the Audit Committee and request reports and opinions by such persons. Directors, Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group shall, upon request by the Audit Committee, attend meetings of the Audit Committee and explain matters requested by the Audit Committee. 20 The Audit Committee receives reports from internal organizations such as the Compliance Group, the Risk Management Group, the Strategic Planning Group, and the Financial Control & Accounting Group on matters concerning the internal control system, and, whenever necessary, requests investigation of relevant matters. ■ Coordination with the Internal Audit Group The Audit Committee coordinates with the Internal Audit Group regularly and flexibly; for example, the Audit Committee receives reports on topics including auditing plans and audit results from the Internal Audit Group, and, whenever necessary, requests investigation of relevant matters or gives specific instructions to the Internal Audit Group, and the Internal Audit Group conducts such investigations and takes such specific instructions. A structure under which Directors (excluding Directors who are members of the Audit Committee), Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group report to the Audit Committee, including the above mentioned matters, has been set forth in internal policies such as our Corporate Governance Guidelines, Regulations of the Audit Committee, Auditing Standards of the Audit Committee, and Regulations of the Internal Audit Committee. The structure under which directors, corporate auditors or other persons equivalent thereto, and employees of Mizuho Financial Group’s subsidiaries or persons who receive reports from such persons report to the Audit Committee ■ Attendance at meetings of the Audit Committee by directors, corporate auditors, executive officers, employees of subsidiaries, etc. The Audit Committee may, whenever necessary, have directors, corporate auditors or other persons equivalent thereto, and employees of Mizuho Financial Group’s subsidiaries and affiliates attend meetings of the Audit Committee and request reports and opinions by such persons. Directors, corporate auditors or other persons equivalent thereto, and employees of Mizuho Financial Group’s subsidiaries and affiliates shall, upon request by the Audit Committee, attend meetings of the Audit Committee and explain matters requested by the Audit Committee. ■ Reports of the status of management of subsidiaries and affiliates The Audit Committee and members of the Audit Committee receive reports or explanations concerning the status of management of subsidiaries and affiliates from Executive Officers as defined in the Companies Act and employees, and inspect relevant documents. The Audit Committee and members of the Audit Committee shall, whenever necessary in order to audit the circumstances regarding the execution of duties by Directors and Executive Officers as defined in the Companies Act, request subsidiaries and affiliates to provide reports regarding their businesses or investigate the status of their operations and properties. 21 A structure under which directors, corporate auditors or other persons equivalent thereto, and employees of Mizuho Financial Group’s subsidiaries or persons who receive reports from such persons report to the Audit Committee of Mizuho Financial Group, including the above mentioned matters, has been set forth in internal policies such as our Corporate Governance Guidelines, Regulations of the Audit Committee, and Auditing Standards of the Audit Committee. The structure to ensure that persons who report to the Audit Committee are not treated disadvantageously due to such a report ■ Prohibition of disadvantageous treatment to treated the Audit Committee shall not be Persons who report disadvantageously due to such a report. Mizuho Financial Group maintains a compliance hotline where employees and other individuals may file a report when they find any problems concerning compliance, such as a violation of laws or a violation of office regulations. The compliance hotline is implemented through policies such as, with respect to informing or reporting the relevant matters to ensure confidentiality; not to disclose the personal information of those who report to any third party without their consent; to give consideration not to identify those who report as part of a factual investigation; and not to disadvantageously treat those who report, for example disadvantageous treatment in job assignment or any other personnel matters or any other aspects due to such a report. Such policies also apply to cases where a report is filed with the Audit Committee through the compliance hotline. A structure to ensure that persons who report to the Audit Committee are not treated disadvantageously due to such a report, including the above mentioned matters, has been set forth in internal policies such as our Basic Policy of Compliance. Matters concerning policies for the procedures for prepayment or reimbursement of the expenses incurred for the execution of duties by members of the Audit Committee (limited to the execution of duties for the Audit Committee) or treatment of other expenses or liabilities incurred for the execution of such duties ■ Burden of Expenses The Audit Committee or members appointed by the Audit Committee, whenever necessary, may utilize attorneys-at-law, certified public accountants or other experts, and are authorized to pay such expenses and request Mizuho Financial Group to reimburse such expenses deemed necessary for the execution of duties. Mizuho Financial Group shall bear such expenses. The above mentioned matters have been set forth in internal policies such as our Regulations of the Audit Committee and Auditing Standards of the Audit Committee. 22 Other structures to ensure the effectiveness of audits by the Audit Committee ■ Appointment of members of the Audit Committee Given that, as a financial institution, it is essential for Mizuho Financial Group to ensure the effectiveness of the activities of the Audit Committee and that it is necessary for the Audit Committee to gather information through internal directors who are familiar with financial businesses and regulations, share information among the Audit Committee and to have sufficient coordination with internal control departments, Mizuho Financial Group in principle appoints one or two Non-Executive Directors who are internal directors as full-time members of the Audit Committee. ■ Coordination with the Internal Audit Group and other organizations The Audit Committee executes its duties through effective coordination with the Internal Audit Group, based on the establishment and management of internal control systems at Mizuho Financial Group and its subsidiaries. ■ Attendance of Independent Auditors, outside experts, etc., at the Audit Committee The Audit Committee may, whenever necessary, have Independent Auditors, outside experts, etc., attend meetings of the Audit Committee and request reports and opinions by those people. Independent Auditors shall, upon request by the Audit Committee, attend meetings of the Audit Committee and explain matters requested by the Audit Committee. ■ Coordination with Corporate Auditors of subsidiaries and affiliates as well as Independent Auditors The Audit Committee and members of the Audit Committee maintain close coordination with Independent Auditors in order to implement effective auditing, and whenever necessary, maintain close coordination with the Corporate Auditors of subsidiaries and affiliates. Other structures to ensure the effectiveness of audits by the Audit Committee, including the above mentioned structures, have been set forth in internal policies such as our Corporate Governance Guidelines, Regulations of the Audit Committee, and Auditing Standards of the Audit Committee. 23 Summary of the operational status of our Structure for Ensuring Appropriate Conduct of Operations (Internal Control System) On November 26, 2021, Mizuho Financial Group and Mizuho Bank received a business improvement order from the Financial Services Agency of Japan, in regard to the series of system failures that have occurred since February 28, 2021. Also on the same day, Mizuho Bank received a corrective action order from the Ministry of Finance of Japan, in regard to the performance of the confirmation obligations of banks under Article 17 of the Foreign Exchange and Foreign Trade Act of Japan. At both Mizuho Financial Group and Mizuho Bank, we are treating these orders with the utmost seriousness, and reflecting on our mistakes. Mizuho Bank submitted a report complying with the corrective action order to the Ministry of Finance of Japan on December 17, 2021. Mizuho Financial Group and Mizuho Bank submitted a business improvement plan to the Financial Services Agency of Japan on January 17, 2022. As announced on June 15, 2021, Mizuho Financial Group and Mizuho Bank have established the System Failure Response Evaluation Committee on the supervisory side and the System Failure Improvement Promotion Committee on the business execution side, to follow up on, reassess and review the business improvement plan. We decided to continuously verify the progress made in promoting measures to prevent further incidents through both of these perspectives, while utilizing such external viewpoints, and also decided to provide reports periodically on the progress made in implementing the business improvement plan (including the results of reassessment and review of such plan). Both Mizuho Financial Group and Mizuho Bank are steadily implementing the business improvement plan. In order to ensure that customers can use Mizuho services with peace of mind, all of our directors, executive officers and employees will work together as an organization to establish a strong framework that prevents system failures that could have a significant impact on customers and minimizes the impact on customers even in the event of a failure. We will continue to maintain such framework under our current ever changing environment. Mizuho Bank will implement the measures to improve operations and prevent further incidents in line with the corrective action order. In doing so, we will endeavor to enhance our structure for complying with all applicable laws and regulations, including foreign exchange laws and regulations. (1) Risk management structure • Mizuho Financial Group ensures the soundness of its capital by allocating risk capital to its subsidiaries and affiliates to control risk within the limits set for each company. In addition, Mizuho Financial Group regularly monitors the manner in which risk capital is used and reports to the Board of Directors and other governance bodies. • Business Policy Committees, such as the Risk Management Committee, comprehensibly coordinate and conduct discussions, and report to the Board 24 of Directors and other governance bodies periodically and as necessary. • A Crisis Management Office has been established within the Strategic Planning Group as a section specializing in the supervision of business continuity management. In addition, for the purposes of uniform maintenance and improvement of the group’s business continuity management system, the group’s development policies and plan are formulated each fiscal year taking into account the social environment, changes in risk, and other factors. The Executive Management Committee periodically follows up on the progress of the development plan and reports to the Board of Directors and other governance bodies. In addition, the group continuously implements enhanced practical joint training, drills, etc., in which the management also participates, and, through such training and drills, works to improve the effectiveness of the business continuity management system of the entire group. • Moreover, in consideration of its vital role within the social infrastructure as a financial institution, Mizuho Financial Group established the position of “Group Chief Information Security Officer” as the officer in charge of cybersecurity risk management, which has increasingly been gaining importance. A specialized section is planning and conducting such risk management. • In conjunction with the introduction of the in-house company system, Mizuho Financial Group has strengthened autonomous control, which is one of the “three lines of defense,” and has established and operated a structure in which risk monitoring and compliance associated with business operations is managed and integrated with its businesses by each in-house company, unit, etc. • Mizuho Financial Group centrally oversees and manages the status of risk and business continuity management of the core group companies by receiving reports on this status and other matters from the core group companies and informing the Board of Directors, the Audit Committee, and other governance bodies of such reports. The risk and business continuity management of subsidiaries and affiliates other than the core group companies, is managed through the core group companies. (2) Compliance structure • Every year, Mizuho Financial Group develops and implements compliance programs, including various arrangements, training and checks, etc., related to compliance for the implementation of specific plans for complete compliance and additionally, manages the progress of and makes necessary amendments to such plans. Mizuho Financial Group monitors the implementation status of initiatives to improve our directors, executive officers and employees’ knowledge and awareness of foreign exchange laws and regulations and relevant internal rules and initiatives to secure stable anti-money laundering, combating the financing of terrorism and similar operations, including in regard to the Foreign Exchange and Foreign Trade Act and endeavors to further enhance our structure for complying with foreign exchange laws and regulations. • Mizuho Financial Group’s preventative measures concerning organized crime are conducted as part of our compliance structure. We are dedicated to preventing transactions with individuals or organizations associated with 25 organized crime as an important group policy of when designing and implementing the specific plans for complete compliance mentioned above. • The Compliance Committee and other internal organizations discuss and coordinate issues concerning compliance, including compliance programs, and report to the Board of Directors and other governance bodies periodically and as necessary. • Mizuho Financial Group centrally oversees and manages the compliance status of the core group companies by receiving reports on the status of compliance management and other matters from the core group companies and informing the Board of Directors, the Audit Committee, etc., of such reports. The compliance status of subsidiaries and affiliates other than the core group companies, is managed through the core group companies. (3) Execution of duties by Executive Officers as defined in the Companies Act • Mizuho Financial Group carries out the safekeeping and management of material documents, such as the minutes of the Executive Management Committee meetings and other various committee meetings and materials related thereto, as well as applications for approval and reports, pursuant to certain rules. Mizuho Financial Group establishes and follows up on specific plans for information management, including training and checks, and reports to the Board of Directors and other governance bodies with respect to the status of information management and other such matters. • Mizuho Financial Group has adopted a Company with Three Committees structure for the purpose of securing the effectiveness of corporate governance and supervision of the management, and enabling the management to make swift and flexible decisions and to realize expeditious corporate management by the Board of Directors’ delegating decisions on business execution. • Mizuho Financial Group has introduced the in-house company system, which is a management structure based on customer segments that enables us to effectively conduct banking, trust banking, securities, asset management, think tank and other group functions. • With the aim of balancing our risk-return through the integrated group-wide operation of business strategies, financial strategies, and risk controls, we introduced a risk appetite framework, under which, the group determines business strategies and measures as well as resource allocation and earnings plans based on Mizuho’s risk appetite that is defined as the level and type of risk management the group is willing to assume in order to realize our business and financial strategies, and we monitor the operation status of this framework. • Mizuho Financial Group has determined the matters to be resolved by or reported to the Board of Directors, assignment of each organization, decision-making authority, etc. In addition, the Executive Management Committee and the Business Policy Committees were established and thus, Mizuho Financial Group ensures that Executive Officers as defined in the Companies Act execute their duties efficiently on a company-wide basis. 26 (4) Group management administration structure • The tenets of Mizuho’s Corporate Identity are shared throughout the group, and integrated group management is ensured by the direct administration of the core group companies by Mizuho Financial Group and of subsidiaries and affiliates other than the core group companies by the core group companies. • Pursuant to the Group Management Administration Regulations, Mizuho Financial Group received applications for approval from the core group companies on material matters concerning the entire group and received reports on matters equivalent thereto. • With respect to risk management, compliance management, and internal audit, Mizuho Financial Group received reports periodically and as necessary, and reported such reports to the Board of Directors and other governance bodies. Mizuho Financial Group also gave appropriate instructions with respect to the risk management, compliance management, and internal audit. • Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities and Asset Management One adopted a Company with Audit and Supervisory Committees structure to establish a strong group governance structure. (5) Execution of duties by Audit Committee • The Audit Committee consists of one Internal Non-Executive Director and three Outside Directors, and the one Internal Non-Executive Director is appointed as a full-time member of the Audit Committee. Full-time members of the Audit Committee strive to ensure the effectiveness of the Audit Committee’s activities by attendance at important meetings, inspection of relevant documents, and collection of reports from Directors, Executive Officers as defined in the Companies Act and employees of Mizuho Financial Group as well as directors, corporate auditors, or other persons equivalent thereto and employees of Mizuho Financial Group’s subsidiaries and affiliates. • The Audit Committee periodically receives reports from Executive Officers as defined in the Companies Act and other individuals on, among other things, the status of the execution of duties, including administration of group companies, and takes the opportunity to exchange opinions and information, mainly from an internal control perspective. The Audit Committee, after confirming the effectiveness of the internal control system, consented to the submission of a proposal to the Board of Directors concerning annual modification of the internal control system. • Above all, with respect to internal audits, the Audit Committee has the Head of the Internal Audit Group attend the meetings of the Audit Committee to receive reports periodically on, among other things, the status of internal audits, including those of group companies, and request investigations and/or give specific instructions whenever necessary. Further, the consent of the Audit Committee is required with respect to basic internal auditing plans, the budget of the Internal Audit Group, the commission of the Head of the Internal Audit Group and the appointment of the General Manager of the Internal Audit Group. • Furthermore, in order to seek close coordination with the audit and supervisory committee members and the corporate auditors of subsidiaries and affiliates, the Audit Committee and members of the Au