The proposed share exchanges described in this press release are for the securities of a foreign company. The proposed share exchanges will be subject to disclosure requirements of a foreign country that are different from those of the United States. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and
directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
This press release contains forward-looking statements, including estimates and plans. Such forward-looking statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions and do not represent any guarantee of future performance.
We may not be successful in implementing our business strategies, and management may fail to achieve its estimates, for a wide range of possible reasons, including, without limitation, those included in “Item 3.D. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in MHFG’s most recent Form 20-F filed with the U.S. Securities and Exchange Commission ( “ SEC ” ) which is available in the Financial
Information section of MHFG’s web page at www.mizuho-fg.co.jp/english/ and also at the SEC’s web site at www.sec.gov. 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.

April 28, 2011
To whom it may concern:

Company Name: Mizuho Financial Group, Inc.
Representative: Takashi Tsukamoto
President & CEO
Head Office: 2-5-1 Marunouchi
Chiyoda-ku, Tokyo
Code Number: 8411 (TSE・OSE 1st Sec.)

Company Name: Mizuho Trust & Banking Co., Ltd.
Representative: Takashi Nonaka
President & CEO
Head Office: 1-2-1 Yaesu
Chuo-ku, Tokyo
Code Number: 8404 (TSE・OSE 1st Sec.)

Mizuho Financial Group, Inc., to Turn Mizuho Trust & Banking Co., Ltd. into a Wholly-Owned Subsidiary
of Mizuho Financial Group, Inc. by means of the Share Exchange

Mizuho Financial Group, Inc. (President & CEO: Takashi Tsukamoto) (“MHFG”) and Mizuho Trust & Banking
Co., Ltd. (President & CEO: Takashi Nonaka) (“MHTB”) hereby announce that they have determined, at their
respective meetings of the board of directors held today, to turn MHTB into a wholly-owned subsidiary of MHFG
by means of a share exchange (the “Share Exchange”), and signed a share exchange agreement (the “Share
Exchange Agreement”) pursuant to the Memorandum of Understanding (the “MOU”) for turning MHTB, Mizuho
Securities Co., Ltd. (“MHSC”) and Mizuho Investors Securities Co., Ltd. (“MHIS”), which are listed subsidiaries
of our group (“Mizuho”), into wholly-owned subsidiaries (respectively, the “Transaction”), announced in the
“Memorandum of Understanding on Turning Mizuho Trust & Banking Co., Ltd., Mizuho Securities Co., Ltd. and
Mizuho Investors Securities Co., Ltd. into Wholly-Owned Subsidiaries” dated March 15, 2011, as described below.

MHFG and MHTB are planning to conduct the Share Exchange effective as of September 1, 2011, on the
assumption that, among other things, the Share Exchange will have been approved at the relevant general meeting
of shareholders, etc., and filings will have been made to, and permission will have been obtained from, the relevant
authorities in Japan and any foreign countries which are required for the Share Exchange.

Prior to the effective date of the Share Exchange, shares of common stock of MHTB are scheduled to be delisted as of August 29, 2011, from the Tokyo Stock Exchange and the Osaka Securities Exchange (the last trading date will be August 26, 2011).

1. Purpose of the Share Exchange

MHFG announced the Transformation Program as the Medium-term Management Policy of Mizuho in May 2010,
in order to respond promptly and appropriately to the new business environment that surrounds financial
institutions, including changes in economic and social structures and revisions of international financial supervision
and regulations after the global financial crisis. Mizuho has conducted a fundamental review of the management
challenges it faces, and the entire group is now implementing measures to achieve sustainable growth through
initiatives for further enhancement of three areas, “profitability,” “financial base” and “front-line business
capabilities,” while pursuing the group’s “customer first policy.”

The Transactions are intended to further enhance the “group collective capabilities” by integrating group-wide
business operations, optimizing management resources, such as workforce and branch network, and accelerating
the implementation of the Transformation Program. Specifically, the Transactions aim to (i) ensure a prompt
decision-making process and flexibility of strategies and establish a group management structure that can respond
with greater flexibility to the changes in the external business environment and challenges of the group as a whole
as well as of each group company, (ii) further enhance Mizuho''s comprehensive financial services capabilities,
which are Mizuho’s strengths, and reinforce group collaboration that provides seamless full-line services that
include banking, trust and securities functions, and (iii) pursue improvement of group management efficiency by
thoroughly promoting the consolidation of operations and the cost structure reforms.

In the securities business, Mizuho will consider the integration of MHSC and MHIS by merger or other method
after the completion of the Transactions in order to enhance the retail business in Japan, rationalize and streamline
management infrastructure, and provide securities functions in a unified manner through the group’s full-line
securities company.

Thus, Mizuho will endeavor to fully consolidate its group capabilities, including the collaboration among banking,
trust and securities functions. For individual customers, Mizuho will enhance its offer of comprehensive financial
services, including through the promotion of joint branches and expansion of investment product line-up and
consulting function. For corporate customers, we will offer optimal financial solutions by fully leveraging the
expertise of each group company in response to client needs that are becoming more global, sophisticated and
diversified.

Mizuho will strive to further increase its corporate value by enhancing its “group collective capabilities” through
the Transactions, etc., and will meet the expectations of shareholders of MHFG, including shareholders of MHTB,
MHSC and MHIS who would own the shares of common stock of MHFG at the completion of the Transactions.

In addition, MHFG is planning to conduct (i) a share exchange, in which shares of common stock of MHFG shall
be allotted as consideration, in order to make Mizuho Corporate Bank, Ltd. a wholly-owning parent and to make
MHSC a wholly-owned subsidiary, and (ii) a share exchange, in which shares of common stock of MHFG shall be
allotted as consideration, in order to make Mizuho Bank, Ltd. a wholly-owning parent and to make MHIS a
wholly-owned subsidiary as separately announced today in the “Mizuho Financial Group, Inc., through its
Wholly-Owned Subsidiary Mizuho Corporate Bank, Ltd., to Turn Mizuho Securities Co., Ltd. into a
Wholly-Owned Subsidiary of Mizuho Financial Group, Inc. by means of the Share Exchange” and the “Mizuho
Financial Group, Inc., through its Wholly-Owned Subsidiary Mizuho Bank, Ltd., to Turn Mizuho Investors
Securities Co., Ltd. into a Wholly-Owned Subsidiary of Mizuho Financial Group, Inc. by means of the Share
Exchange,” in parallel with the Share Exchange.

To continue reading, please go to the following page:
http://www.mizuho-fg.co.jp/english/release/pdf/20110428release_eng.pdf?rss