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Governance8411Mizuho Financial Group,Inc.Banks

The Board of Directors’ Opinion on the Shareholder Proposal

The Board of Directors resolved to oppose an amendment to the Articles of Incorporation submitted by 2 shareholders. The proposal would add to the Articles of Incorporation an obligation to estimate and disclose each fiscal year the impact under Basel regulations if Orient Corporation becomes a consolidated subsidiary.

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Governance structure

Committee2
Audit Committeevoluntary Nomination Committee
Changes this time

The Board of Directors resolved to oppose the shareholder proposal. No changes to the governance structure from the previous report are stated.

Governance structure
ItemDetails
CommitteeAudit Committee (percentage of outside members: Not disclosed), voluntary Nomination Committee (percentage of outside members: Not disclosed)
Changes this timeThe Board of Directors resolved to oppose the shareholder proposal. No changes to the governance structure from the previous report are stated.
Items this document does not state (6)
Corporate Governance StructureNumber of directorsNumber of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Board stated that disclosing estimates based on uncertain assumptions could create the mistaken impression that the Company has plans or intends to make Orient Corporation a consolidated subsidiary, potentially impairing investment decisions. It also stated that material matters are disclosed in a timely and appropriate manner in accordance with applicable laws and regulations, and that it is inappropriate to prescribe specific estimates and disclosure items in the Articles of Incorporation.

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The Board of Directors’ Opinion on the Shareholder Proposal | Mizuho Financial Group,Inc. (8411) timely disclosure | Komori