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 (and Details) of Performance–Based Stock Compensation Program
On May 15, 2015 Mizuho Financial Group, Inc. (the "Company") announced its revision of the compensation system for directors (excluding outside directors), executive officers as defined in the Companies Act and executive officers as defined in our internal regulations 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 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, were determined today as follows:
1. Summary of the Program
(1)Name: Board Benefit Trust
(2)Entrustor: The Company
(3)Trustee: Mizuho Trust & Banking Co., Ltd.
(Re–trustee: Trust & Custody Services Bank, Ltd.)
(4)Beneficiaries: Directors (excluding outside directors), executive officers as defined in the Companies Act and executive officers as defined in our internal regulations 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. (collectively, the "Company Group Officers").
(5)Trust administrator: A third party that has no conflict of interest with the Company is to be selected
(6)Type of trust: Money held in trust other than in the form of a monetary trust (third party beneficiary trust)
(7)Date of execution of the trust agreement: July 26, 2016 (scheduled)
(8)Date on which funds are entrusted: July 26, 2016 (scheduled)
(9)Period of the trust: From July 26, 2016 (scheduled) until the completion of the trust (no termination date will be set as the trust continues for as long as the Program itself continues)
*The Company, Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd. are hereinafter collectively referred to as the "Company Group".
*The above entrustment will be made after obtaining the necessary approval under the Companies Act.
2. Details of the Company's Shares to be acquired under the Program
(1)Type of shares to be acquired: Common stock of the Company
(2)Amount of funds entrusted to acquire the shares: Up to JPY 1,800,000,000 yen
(3)Maximum number of shares to be acquired: 9,000,000 shares
(4)Method of acquiring shares: From the stock market
(5)Period of acquiring shares: From July 26, 2016 (scheduled) to August 5, 2016 (scheduled)
*For the next fiscal year and each following fiscal year, the Company Group plans to continuously provide Company Group Officers the same type of performance–based stock compensation as the Program through additional entrustments to the trust established under the Program, etc.
3. Structure of the Program