Result of Meetings

RNS Number:0823H
Mizuho Holdings Inc
5 February 2003


Corporate Name:    Mizuho Holdings, Inc.
Representative:    Terunobu Maeda, President & CEO
Head Office:       6-1, Marunouchi 1-chome
                   Chiyoda-ku, Tokyo, Japan
Code Number:       8305 (First sections of Tokyo Stock
                   Exchange and Osaka Securities
                   Exchange)

 
         Announcement regarding the Resolution of Mizuho Holdings. Inc. 
            and Mizuho Financial Group, Inc. to Execute Agreements 
                 relating to the "Business Reorganization"


1.   Regarding the resolution of Mizuho Holdings, Inc. ("MHHD") to execute 
     agreements relating to the "Business Reorganization"


MHHD (Terunobu Maeda, President & CEO) hereby announces that it has passed the
resolution to execute agreements as described in (1) and (2) below in each class
holders meetings of preferred stocks held on February 3, 2003, and in the
extraordinary shareholders meeting held today. These agreements are subject to
the approval of relevant regulatory authorities.


(1) The stock-for-stock exchange ("kabushiki-kokan") agreement by and between 
    MHHD and Mizuho Financial Group, Inc. ("MHFG"), by which MHFG will become 
    the parent company (100% ownership) of MHHD and MHHD will become a 
    wholly-owned subsidiary of MHFG

    MHFG will allot one MHFG common share per one MHHD common share, and one
    MHFG preferred share of each class per one MHHD preferred share of the 
    equivalent class upon the stock-for-stock exchange. The type and number of 
    shares to be newly issued by MHFG upon the stock-for-stock exchange will be 
    as follows:

 
             - Common Shares                 : 9,430,250.71 shares 
             - Class I preferred shares      : 33,000 shares 
             - Class II preferred shares     : 100,000 shares 
             - Class III preferred shares    : 100,000 shares 
             - Class IV preferred shares     : 150,000 shares
             - Class VI preferred shares     : 150,000 shares 
             - Class VII preferred shares    : 125,000 shares 
             - Class VIII preferred shares   : 125,000 shares
             - Class IX preferred shares     : 140,000 shares 
             - Class X preferred shares      : 140,000 shares
 
(2) The corporate split agreement by and between MHHD and MHFG, by which MHHD 
    will transfer its 'Trust Banking Subsidiary Company Management Business" to
    MHFG

    As MHFG, the succeeding company, will become a shareholder of all the issued
    and outstanding shares of MHHD after the stock-for-stock exchange takes 
    effect, new shares to be allotted to the shareholder of the split company 
    will not be issued to MHFG upon the corporate split.


2.  Regarding the resolution of Mizuho Financial Group, Inc. to execute 
    agreements relating to the "Business Reorganization"

    MHFG, which will become the new financial holding company of the Mizuho
    Financial Group, hereby announces that it has passed the resolution to 
    execute agreements as described in (3) and (4) below in addition to 
    agreements (1) and (2) mentioned above in the extraordinary shareholders
    meeting held today. These agreements are subject to the approval of relevant
    regulatory authorities.

(3) The corporate split agreement by and between MHFG and Mizuho Trust & Banking
    Co., Ltd. ("MHTB"), by which MHTB will split off its "Trust & Custody 
    Services Bank Management Business" and transfer it to MHFG (hereunder 
    referred to as the "Trust & Custody Services Bank Management Business 
    Split")

    MHFG will newly issue 204,000 common shares, and will allot these shares to
    MHHD, which owns all the issued and outstanding shares of MHTB upon the 
    Trust & Custody Services Bank Management Business Split. The common shares 
    to be held by MHHD, however, will not carry voting rights, as the common 
    shares to be allotted to MHHD will be the parent company shares owned by a 
    subsidiary company as provided for in Article 241 Paragraph 3 of the 
    Commercial Code of Japan.


(4) The corporate split agreement by and between MHFG and Mizuho Bank, Ltd. 
    ("MHBK"), by which MHBK will split off its "Strategic Group Companies 
    Management Business" and transfer it to MHFG (hereunder referred to as the 
    "Strategic Group Companies Management Business Split")

    MHFG will newly issue 944,176 common shares, and will allot these shares to
    MHHD, which owns all the issued and outstanding shares of MHBK upon the 
    Strategic Group Companies Management Business Split. The common shares to be
    held by MHHD, however, will not carry voting rights, as the common shares to
    be allotted to MHHD will be the parent company shares owned by a subsidiary 
    company as provided for in Article 241 Paragraph 3 of the Commercial Code of
    Japan.



(Notes)

Consequently, the number of the outstanding common shares of MHFG will be
10,582,426.71, including the 4,000 shares that were issued at the time of MHFG'S
establishment, on the date of the stock-for-stock exchange and corporate split,
both of which are scheduled on March 12, 2003. 

     Inquires regarding this matter should be directed to:

                            Mizuho Holdings, Inc. 
                              Public Relations
                            Tel.[phone]



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            The company news service from the London Stock Exchange
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