Determine the matters provided for in Article 10 of these Regulations

Supervise the execution of duties by directors, and corporate executives as defined in the Companies Act

Meetings of the Board of Directors shall be held ordinarily and extraordinarily.

Ordinary meetings of the Board of Directors shall be held at least once every three (3) months.

Extraordinary meetings of the Board of Directors shall be held whenever necessary.

Meetings of the Board of Directors shall be held at the head office of the Company; provided, however, that when necessary, a meeting of the Board of Directors may be held at another location or at multiple locations by a method such as teleconference.

Unless otherwise provided for in laws and regulations, each meeting of the Board of Directors will be convened and chaired by a director who does not concurrently serve as a corporate executive as defined

In the case where the director appointed pursuant to the preceding paragraph is unable to so act, one of the other Non-Executive Director(s) in the order previously determined by the Board of Directors shall take such person’s place.

The Board of Directors may, by its resolution, appoint a Non-Executive Director as a Deputy Chairman to assist the Chairman.

Any Director who is not a director provided for under the provisions of paragraph 1 or paragraph 2 or any corporate executives as defined in the Companies Act may demand the convocation of a meeting of the Board of Directors in accordance with the provisions of laws and regulations.

Any person appointed by the Nominating Committee, the Compensation Committee, or the Audit Committee from among their members may convene a meeting of the Board of Directors in accordance with the provisions of laws and regulations.

Resolutions of meetings of the Board of Directors shall be adopted by an affirmative vote of a majority of the directors present at the relevant meeting who shall constitute a majority in number of all the directors entitled to take part in the vote.

Notwithstanding the provisions of the preceding paragraph, in the case where director(s) submit a proposal with respect to a matter which is the purpose of the resolution of the Board of Directors, if all directors who are entitled to vote agree in writing or by means of electromagnetic file to such proposal, it shall be deemed that the resolution to approve such proposal at a meeting of the Board of Directors has been made.

The following matters shall be resolved at a meeting of the Board of Directors.

Important matters concerning the management policy of the Company and its subsidiaries and other entities administered by the Company (collectively, the “Mizuho Group”)

Basic matters concerning the management of the Mizuho Group

Basic matters concerning annual business plans and mid- and long-term business plans of the Mizuho Group;

Basic matters concerning the capital policy of the Mizuho Group (together with the preceding two items, these form the “basic management policy” under Article 416, Paragraph 1, Item 1 (a) of the Companies Act);

“System to ensure the properness of operations” of the Mizuho Group (the “Internal Control System”);

Matters concerning changes of particularly important companies of the Mizuho Group; and

Basic matters concerning risk governance, risk management, compliance, and internal auditing of the Mizuho Group.

Matters concerning Mizuho Group’s Sustainability.

Important matters concerning the Company

Determination of convocation of general meetings of shareholders and agenda thereof;

Determination of person authorized to convene general meetings of shareholders and the chairman thereof (including the order in which substitutes are to be determined);

Appointment and removal of directors with special titles;

Appointment and dismissal of corporate executives as defined in the Companies Act;

Appointment and removal of representative corporate executive as defined in the Companies Act, and corporate executive as defined in the Companies Act with special titles;

Matters concerning the interrelationship between corporate executives as defined in the Companies Act, including the commission to corporate executives as defined in the Companies Act, and hierarchy of commands of corporate executives as defined in the Companies Act;

Approval of competitive transactions and conflicting interest transactions by directors and corporate executives as defined in the Companies Act;

Determination of person authorized to convene meetings of the Board of Directors and the Chairman thereof (including the order in which substitutes are to be determined);

Determination of director to receive demands for convocation of meetings of the Board of Directors from corporate executives as defined in the Companies Act;

Appointment and removal of members who constitute the Nominating Committee, the Compensation Committee, and the Audit Committee;

Appointment and removal of the Chairman of each of the Nominating Committee, the Compensation Committee, and the Audit Committee;

Determination of a person to represent the Company in any action between the Company and a member of the Audit Committee;

Matters concerning business transfers, etc. (including transfers of shares or equity of subsidiaries), mergers, absorption-type company splits, incorporation-type company splits, share exchanges, and share transfers of the Company which require the approval of a general meeting of shareholders;

Establishment, modification, and abolition of important organizations;

Approval of financial statements, business reports and supplementary schedules, temporary financial statements, and consolidated financial statements;

Distribution of surplus and other matters the Board of Directors is authorized to determine pursuant to the provisions of the Articles of Incorporation;

Determination of approval of transfers of stock acquisition rights with restriction on transfers; and

Determination of filing for bankruptcy in the recovery plan (under the Deposit Insurance Act)

Determination of the contents of “Indemnification agreement for directors and officers” or “Directors and Officers Liability Insurance”

Establishment of, revisions to, and abolition of particularly important internal regulations.

Important matters concerning the management of subsidiaries, etc.

Matters concerning transfer of particularly important subsidiaries and other entities administered by the Company

Basic matters concerning risk governance, risk management, compliance, and internal auditing of the core group companies (meaning the “core group companies” as provided in the Group Management Administration Regulations)

Other matters provided for in laws and regulations or the Articles of Incorporation, or resolved at a General Meeting of Shareholders

Any other matter that a Director believes should be proposed at a meeting of the Board of Directors

The Supplementary Provisions of the Regulations of the Board of Directors shall apply as the operating standards with respect to the matters to be resolved in the preceding paragraph.

Corporate executive(s) as defined in the Companies Act shall report to the Board of Directors at least once every three (3) months on the status of the execution of his or her duties.

Each person appointed by the Nominating Committee, the Compensation Committee, or the Audit Committee from among their members shall report without delay to the Board of Directors on the status of the execution of the duties of that committee.

The Supplementary Provisions of the Regulations of the Board of Directors shall apply as the operating standards with respect to the matters to be reported to the Board of Directors.

The Board of Directors may, when necessary, have corporate executives as defined in the Companies Act, executive officers as defined in our internal regulations, and employees of the Company, and directors, executive officers as defined in our internal regulations, and employees of subsidiaries, etc., of the Company, and outside experts, etc., attend meetings of the Board of Directors and seek their reports and opinions.

If a corporate executives as defined in the Companies Act, executive officer as defined in our internal regulations or employee of the Company, or a director, executive officer as defined in our internal regulations or employee of subsidiaries, etc. of the Company receives a request from the Board of Directors, that person shall attend a meeting of the Board of Directors and explain matters requested by the Board of Directors.

The Board of Directors shall, by its resolution, appoint a President & CEO from among the corporate executives as defined in the Companies Act.

The Board of Directors may, by its resolution, appoint one or more Deputy President & Corporate Executive and Senior Managing Corporate Executive from among the Corporate Executive as defined in the Companies Act.

Matters to be Resolved

Operating Standards

1.  Important matters concerning the management policy of the Mizuho Group

(1)   Basic matters concerning the management of the Mizuho Group

(a)   Corporate Identity

(b)   Corporate Governance Guidelines

(c)   Other basic policies pertaining to matters such as business models and business portfolio strategies

(2)   Basic matters concerning annual business plans and mid- and long-term business plans of the Mizuho Group

(a)   Basic policies and priority strategies of the Mizuho Group

(b)   Basic policies of in-house companies, units and groups

(c)   Key financial targets of the Mizuho Group

(d)   Profit plans of the Mizuho Group (net business profits, consolidated net income)

(e)   Profit plans of in-house companies (net business profits, net income, expense ratio, ROE)

(f)   Management resource plans of the Mizuho Group (expenses, investments, new risk based capital, risk capital, human resources)

(g)   Management resource plans of in-house companies (new risk based capital)

For reference, “basic matters” do not include the following:

Matters to be Resolved

Operating Standards

(3)   Basic matters concerning the capital policy of the Mizuho Group

(a)   Basic policy on capital policy

(b)   Policy on shareholder-return

(4)   “System to ensure the properness of operations” of the Mizuho Group (the “Internal Control System”)

(a)   Determination of development of systems necessary to ensure that the execution of duties by executive officers as defined in the Companies Act, complies with laws and regulations and the Articles of Incorporation, and other systems necessary to ensure the properness of operations of the corporate group consisting of the Company and subsidiaries

A. Systems for the safekeeping and management of information on the execution of duties by executive officers as defined in the Companies Act of the Company

B. Regulations and other systems for managing the risk of loss of the Company

C. Systems to ensure the efficient execution of duties by executive officers as defined in the Companies Act of the Company

D. Systems to ensure that the duties of employees of the Company are executed in compliance with laws, regulations and the Articles of Incorporation

E.  Systems listed below and other systems to ensure the propriety of business operations within the corporate group consisting of the Company and subsidiaries

i.   Systems concerning reports to the Company on matters regarding the execution of duties by directors and other persons equivalent thereto (in iii. and iv., “Directors, Etc.”) of the Company’s subsidiaries

ii.  Regulations and other systems concerning management of the risk of loss of the Company’s subsidiaries

iii.   Systems to ensure the efficient execution of duties by Directors, Etc. of the Company’s subsidiaries

Matters to be Resolved

Operating Standards

iv.   Systems to ensure that the duties of Directors, Etc. and employees of the Company’s subsidiaries are executed in compliance with laws and regulations and the Articles of Incorporation

(b)   Determination of matters necessary to execute the duties of the Audit Committee

A. Matters concerning directors and employees posted as assistants to the Company’s Audit Committee

B. Matters concerning measures for ensuring that directors and employees described in A. above remain independent from the Company’s executive officers as defined in the Companies Act

C. Matters concerning measures for ensuring effective instructions to the directors and employees described in A. above by the Company’s Audit Committee

D. Systems listed below and other systems concerning reports to the Company’s Audit Committee

i.   Systems for the Company’s directors (excluding those that are members of the Audit Committee), executive officers as defined in the Companies Act and employees to report to the Company’s Audit Committee

ii.  Systems for directors, corporate auditors, other persons equivalent to either, and employees of the Company’s subsidiaries, or anyone that has received a report from such persons, to report to the Company’s Audit Committee

E.  Systems to ensure that persons in D. above that submitted a report do not receive disadvantageous treatment for submitting such report

F.  Matters concerning policies relating to procedures for the advance payment or reimbursement of expenses arising from the execution of duties of the Company’s Audit Committee members (limited to expenses relating to the execution of duties of the Audit Committee) and other handling of expenses or debt arising from the execution of such duties

Matters to be Resolved

Operating Standards

G. Other systems to ensure the effectiveness of audits by the Company’s Audit Committee

(5)   Matters concerning changes of particularly important companies in the Mizuho Group

(6)   Basic matters concerning risk governance, risk management, compliance, and internal auditing of the Mizuho Group

(a)   Fundamental matters regarding the risk appetite framework (including risk appetite policies, risk appetite metrics, and their levels and matters regarding the stress testing)

(b)   Establishment and revision of risk appetite statement

(c)   Fundamental matters regarding comprehensive risk management

(d)   The amount of allocated risk capital for the fiscal year

(e)   Fundamental matters regarding the recovery plan

(f)   Fundamental matters regarding the resolution plan for U.S. operations

(g)   Fundamental matters regarding compliance including the development and modification of compliance programs development and modification of plan related to Customer-Oriented Business Conduct

(h)   Fundamental matters regarding internal audit including the development and modification of basic internal audit plans

(i) Other important matters pertaining to Internal Control System

(7)   Fundamental matters regarding Mizuho Group’s Sustainability

2.  Important matters concerning the Company

(1)   Determination of convocation of general meetings of shareholders and agenda thereof

(a)   Determination of convocation of general meetings of shareholders

(b)   Determination of agenda for general meetings of shareholders (excluding any proposal concerning the appointment and dismissal of directors or accounting auditors and any proposal concerning non-reappointment of accounting auditors)

(2)   Determination of person authorized to convene general meetings of shareholders and the Chairman thereof (including the order in which substitutes are to be determined)

Matters to be Resolved

Operating Standards

(3)   Appointment and removal of directors with special titles

(4)   Appointment and dismissal of executive officers as defined in the Companies Act

(5)   Appointment and removal of representative executive officers as defined in the Companies Act and executive officers as defined in the Companies Act with special titles

(6)   Matters concerning the interrelationship between Executive officers as defined in the Companies Act, including the commission to executive officers as defined in the Companies Act, and hierarchy of commands of executive officers as defined in the Companies Act

(7)   Approval of competitive transactions and conflicting interest transactions by directors and executive officers as defined in the Companies Act

(8)   Determination of person authorized to convene meetings of the Board of Directors and the Chairman thereof (including the order in which substitutes are to be determined)

(9)   Determination of director to receive demands for convocation of meetings of the Board of Directors from executive officers as defined in the Companies Act

(10)  Appointment and removal of members who constitute the Nominating Committee, the Compensation Committee, and the Audit Committee

(11)  Appointment and removal of the Chairman of each of the Nominating Committee, the Compensation Committee, and the Audit Committee

(12)  Determination of a person to represent the Company in any action between the Company and a member of the Audit Committee

Matters to be Resolved

Operating Standards

(13)  Matters concerning business transfers, etc. (including transfers of shares or equity of subsidiaries), mergers, absorption-type company splits, incorporation-type company splits, share exchanges, and share transfers of the Company which require the approval of a general meeting of shareholders

(14)  Establishment, modification, and abolition of important organizations

(a)   Establishment, modification, and abolition of in-house companies, units, groups

(b)   Modification and abolition of Corporate Secretariat and Audit & Supervisory Committee Office

(15)  Approval of financial statements, business reports and supplementary schedules, temporary financial statements, and consolidated financial statements

(16)  Distribution of surplus and other matters the Board of Directors is authorized to determine pursuant to the provisions of the Articles of Incorporation

(17)  Determination of approval of transfers of stock acquisition rights with restriction on transfers

(18)  Determination of filing for bankruptcy in the RCP (under the Deposit Insurance Act)

(19)  Determination of the contents of “Indemnification agreement for directors and officers” or “Directors and Officers Liability Insurance”

(20)  Establishment of, revisions to, and abolition of particularly important internal regulations

Matters to be Resolved

Operating Standards

These regulations may be amended by a resolution of the Board of Directors. However, revisions accompanying changes in the organization, name, etc., and revisions that have only a minor impact on the meaning and purpose of the Regulations and do not entail substantial changes may be excluded from matters requiring resolution and shall be handled according to the authority specified in each regulation.

3.  Important matters concerning the Management of Subsidiaries, Etc.

(1)   Matters concerning transfer of particularly important subsidiaries and other entities administered by the Company

(2)   Basic matters concerning risk governance, risk management, compliance, and internal auditing of the core group companies

Matters to be Resolved

Operating Standards

4.  Other matters provided for in laws and regulations or the Articles of Incorporation, or resolved at a general meeting of shareholders

5.  Any other matter that a Director believes should be proposed at a meeting of the Board of Directors

Matters to be Resolved 1. (1) to (3) form the “basic management policy” under Article 416, Paragraph 1, Item 1 (a) of the Companies Act.

“Mizuho Group” means the Company and any subsidiary, etc. administered by the Company.

“Core group companies” mean the “core group companies” provided for in the Group Management Administration Regulations.

“Management category A1 companies” mean companies with respect to which “management category A1” has been established under the Group Management Administration Regulations.

Matters to be Reported

Operating Standards

1.  Matters to be Regularly Reported

(1)   Important matters concerning the progress of mid-term business plans and annual business plans (Status of the execution of duties by executive officers as defined in the Companies Act) (report at least once every three months)

(a)   Important matters concerning financial results or the progress of business plans.

(2)   Important matters concerning internal controls (Status of the execution of duties by executive officers as defined in the Companies Act) (report at least once every three months)

(a)   Status of risk appetite level of the Mizuho Group as well as in-house companies and units (*)

(b)   Status of risk management of the Mizuho Group (**)

(c)   Status of compliance management of the Mizuho Group (***)

(d)   Status of administration of internal audits of the Mizuho Group (****)

(*)   Report on important matters stipulated in the Basic Policy Concerning Operation of Risk Appetite Frameworks

(**)  Report on important matters stipulated in the Basic Policy for Comprehensive Risk Management, etc

(***)Report on important matters stipulated in the Basic Policy of Compliance, etc

(****)Report on important matters stipulated in the Basic Policy of Internal Audit, etc

(3)   Matters such as status of the execution of duties by the Nominating Committee, the Compensation Committee, and the Audit Committee (to be reported without delay)

(a)   Status of the execution of duties by the Nominating Committee

(b)   Appointment of members of the Nominating Committee who are to report to the Board of Directors on status of the execution of duties by the Nominating Committee

(c)   Order in which substitutions of the Chairman of the Nominating Committee are to be made

(d)   Status of the execution of duties by the Compensation Committee

(e)   Appointment of the members of the Compensation Committee who are to report to the Board of Directors on status of the execution of duties by the Compensation Committee

Matters to be Reported

Operating Standards

(f)   Order in which substitutions of the Chairman of the Compensation Committee are to be made

(g)   Status of the execution of duties by the Audit Committee

(h)   Appointment of members of the Audit Committee who are to report to the Board of Directors on status of the execution of duties by the Audit Committee

(i) Order in which substitutions of the Chairman of the Audit Committee are to be made

(j) If a member of the Audit Committee finds that a director or executive officer as defined in the Companies Act, engages in misconduct, or is likely to engage in misconduct, or that there is any fact in violation of laws and regulations or the Articles of Incorporation or any grossly improper fact, that matter

(4)   Status of the execution of duties by other committees (to be reported without delay)

(a)   Status of the execution of duties by the Risk Committee

(b)   Status of the execution of duties by the IT / Digital Transformation Committee

(c)   Status of the execution of duties by the Human Resources Review Meeting

(d)   Status of the execution of duties by other committees excluding the Outside Director Session

(5)   Important matters concerning Mizuho’s environment-related initiatives (in principle, annually reports)

(a)   Status of Mizuho’s Environmental Initiatives

(6)   Important Matters Concerning Mizuho Group’s Human Rights Initiatives (Annual Report in Principle)

(a)   Mizuho Group’s Human Rights Initiatives

(7)   Important Matters Concerning Mizuho Group’s Sustainability Initiatives (Annual Report in Principle)

(a)   Mizuho Group’s Sustainability Initiatives

(8)   Annual agenda plans for the Board of Directors, the Risk Committee and the IT / Digital Transformation Committee (Annual Report in Principle)

2.  Matters to be Reported on a Case-by-case basis

(1)   Particularly important matters concerning the Mizuho Group

(a)   Results of important external audits and inspection by authorities, etc.

(b)   Process and resolution of “emergency situations” as provided for in the Basic Policy for Business Continuity Management

Matters to be Reported

Operating Standards

(c)   Particularly important matters concerning risk management, compliance, and internal auditing

–  Occurrence of misconduct, etc. that has a material effect on management

–  Occurrence of incidents that have a material effect on management

–  Results of important internal audits that has a material effect on management

(2)   Particularly important matters concerning the Company

(a)   Matters concerning the Audit Committee

–  Audit policies, audit plans, and audit methods of the Audit Committee

–  Important matters among matters resolved at a meeting of the Audit Committee

(b)   Ex-post-facto reporting of competitive transactions and conflicting interest transactions by directors and executive officers as defined in the Companies Act

(c)   Approval of competitive transactions and conflicting interest transactions by executive officers as defined in our internal regulations

(d)   Among the matters to be reported to the Board of Directors on a case-by-case basis as necessary prescribed in the particularly important internal regulations of the Company, matters that directors able to convene meetings of the Board of Directors in accordance with Article 5, Paragraph 1 or Paragraph 2 of the Regulations of the Board of Directors, or directors or executive officers as defined in the Companies Act, able to request a convocation of meetings of the Board of Directors in accordance with Paragraph 4 of the same Article believe should be reported

(3)   Any other matter that a Director believes should be reported to a meeting of the Board of Directors

(a)   Particularly important matters concerning the Mizuho Group that a Director believes should be reported to a meeting of the Board of Directors (*)

(*)   – Important changes in shareholder composition

–  Disposal of and acceptance of assignment of important assets that are important to group strategies

–  Exemption from large debts and similar matters that are important to group strategies

Matters to be Reported

Operating Standards

–  Execution of important contracts

–  Important applications and reports and submission of important documents to the outside

–  Important matters concerning important system project (including system integration) management of management category A1 companies etc

(b)   Particularly important matters concerning the Company that a Director believes should be reported to a meeting of the Board of Directors(*)

(*)   – The disposal of and acceptance of assignment of important assets

–  Determination of corporate restructuring acts that do not require the approval of a general meeting of shareholders such as short-form mergers or simplified mergers

–  Cancellation of own shares and own stock acquisition rights

–  Reduction of share units

–  Share splits and allotment of shares without contribution etc

(c)   Any other matter that a Director believes should be reported to a meeting of the Board of Directors

Matters to be reported to the Board of Directors do not include matters that are to be resolved at a meeting of the Board of Directors.

“Mizuho Group” means the Company and any subsidiary, etc. administered by the Company.

“Management category A1 companies” mean companies with respect to which “management category A1” has been established under the Group Management Administration Regulations.