Company Name: Mizuho Financial Group, Inc.

Representative: Yasuhiro Sato, President & CEO

Head Office: 1–5–5 Otemachi, Chiyoda–ku, Tokyo

Stock Code Number: 8411 (First Section of the Tokyo Stock Exchange)

Notice Concerning Introduction of New Performance–Based Stock Compensation Program for Company Group Officers

Mizuho Financial Group, Inc. (the "Company") hereby announces that the Company's Compensation Committee resolved, at the meeting held on May 15, 2015, to revise the current compensation system for directors (excluding outside directors), executive officers as defined in the Companies Act and executive officers as defined in our internal regulations (collectively, the "Executive Officers") of the Company, as well as directors (excluding outside directors), and executive officers as defined in our internal regulations of the Company's subsidiaries, Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd., to newly introduce a new performance–based stock compensation program using a trust (the "Program"). The Company will discontinue the current stock option program along with the introduction of the Program, and will not issue new stock options hereafter. Also, the Mizuho Financial Group Compensation Policy (PDF/53KB)was revised as set forth in the Appendix hereto.

The Company will announce the details of the Program, such as the time that the trust will be established, the time that the shares will be acquired and the total number of shares to be acquired, when they have been determined.

Purpose of the Program

The Company has adopted a company with a nominating committee, etc. system for its governance structure and, accordingly, the Company's Compensation Committee determines the compensation of directors, and executive officers as defined in the Companies Act. Since the Company operates its business giving due regard to creating value for diverse stakeholders and realizing improved corporate value through the continuous and stable growth of the Company Group (defined below) pursuant to the Company's basic management policy defined under the Mizuho Financial Group's Corporate Identity, as of the date hereof, the Company's Compensation Committee resolved to revise the compensation system for directors, Executive Officers to one with an increased percentage of variable compensation, and therefore, will introduce performance payments and performance–based stock compensation that will function as an incentive for each director, Executive Officer to exert maximum effort in performing his or her duties, and also as consideration for such exertion of effort.

Consequently, the compensation for directors and Executive Officers of the Company, Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd. (the "Company Group") will comprise of "basic salaries," being fixed compensation, and "performance payments" and "performance–based stock compensation," being variable compensation.

Scope of the Program

The Program will apply to directors (excluding outside directors) and Executive Officers of the
Company, as well as directors (excluding outside directors) and executive officers as defined in our
internal regulations of the Company's subsidiaries, Mizuho Bank Co., Ltd., Mizuho Trust & Banking
Co., Ltd., and Mizuho Securities Co., Ltd. (the "Company Group Officers").

Outline of the Program

The Program will adopt the Board Benefit Trust ("BBT") framework. Under the BBT, the Company's shares on the stock market will be acquired through a trust established based on the underlying funds contributed by the Company (*), and the Company's shares will be distributed to the Company Group Officers in accordance with the Rules on Distribution of Shares to be prescribed in advance. The number of the Company's shares to be distributed to the Company Group Officers will be determined pursuant to a performance evaluation based on the annual business plan.

In light of domestic and overseas regulations and guidelines, etc., pertaining to compensation for directors and Executive Officers, a structure will be introduced for the distribution of the Company's shares under the Program, whereby the distribution will be deferred over three years, and the deferred portion will be subject to reduction or forfeiture depending on certain factors, including the performance of the Company Group or the relevant directors and Executive Officers.

Voting rights related to the Company's shares belonging to the trust assets under the trust shall not be exercised.

(*)Each company in the Company Group (excluding the Company) will reimburse the Company according to the distribution of the Company's shares to its own Company Group Officers.
Structure of the Program (as scheduled)

NoteThe Company Group will continuously implement the same type of performance–based stock compensation program as the Program each year beginning in the next fiscal year and thereafter by conducting additional entrustment to the BBT trust and other measures.

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