Mizuho Financial Group, Inc.

first series of unsecured perpetual subordinated bonds with optional-redemption clause

and write-down clause for qualified institutional investors only

None

Provided, however, that the Company may, at its discretion, redeem the bonds on any interest payment date on December 15, 2020 or thereafter (unless the principal amount of the bonds has been written down upon the occurrence of a loss absorption event) or upon the occurrence of a tax event or a capital event.

From the day immediately following July 24, 2015 until December 15, 2020:

2.75% per annum

From the day immediately following December 15, 2020:

6-month euro-yen LIBOR + 2.45%

(1) Optional cancellation of interest payments

The Company, at its discretion, may cancel all or part of the interest payments on the bonds when it deems necessary, in which case the Company shall not make any resolutions at its board of directors to pay dividend payments to shareholders as of the immediately preceding record date of dividend payment, etc.

(2) Interest payable amount limitation

The amount of interest payable on any interest payment date on the bonds shall not exceed the Interest Payable Amount and the Company shall not pay any amount of interest on the bonds in excess of the Interest Payable Amount.

The “Interest Payable Amount” will be calculated by dividing the adjusted distributable amount, which will be the distributable amount under the Companies Act as of the interest payment date less the total amount of interest and dividends, etc. of the bonds, the Parity Securities and the Junior Securities paid on any day and following the beginning of the fiscal year in which such interest payment date falls and preceding the interest payment date, on a pro rata basis among the amount of interest payable under each bond and each amount of interest or dividends payable on the same interest payment date under each Parity Security.

The “Parity Securities” are obligation of the Company which effectively rank pari passu as to interest payment with the bonds.

The “Junior Securities” are (a) obligation of the Company which effectively rank junior as to interest payment with the bonds and (b) the existing preferred securities issued by its overseas special purpose subsidiaries.

The amount of interest which have not been paid according to (a) or (b) above shall not be accrued and payment obligation thereof shall be discharged thereafter.

(1) Write-down upon the occurrence of a loss absorption event

When the Company’s consolidated Common Equity Tier1 capital ratio falls below 5.125%, the principal amount of, and the corresponding amount of interest on, the bonds shall be written down to the extent necessary, as determined by the Company in consultation with the Financial Services Agency of Japan and other relevant Japanese governmental organizations, to make the Company’s consolidated Common Equity Tier1 capital ratio exceed 5.125% by write-down or conversion to ordinary shares of all or part of the bonds and its other Additional Tier1 liabilities, etc. on a pro rata basis.

(2) Write-down upon the occurrence of a non-viability event

The principal amount of and interest on the bonds shall be written down to zero when it is confirmed that the “specified item 2 measures (tokutei dai nigou sochi),” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, need to be applied to the Company.

(3) Write-down upon the occurrence of an insolvency proceedings commencement event

The principal amount of and interest on the bonds shall be written down to zero when it is adjudicated that the Company becomes subject to bankruptcy and other insolvency proceedings.

When the principal amount of the bonds have been written down upon the occurrence of a loss absorption event, such principal amount of the bonds shall be reinstated upon the occurrence of a Reinstatement Event to the extent of the amount to be determined by the Company after discussion with the Financial Services Agency of Japan and any other relevant Japanese governmental organizations.

The “Reinstatement Event” occurs when the Company determines that the principal amount of the bonds that have been written-down be reinstated after prior confirmation of the Financial Services Agency of Japan and any other relevant Japanese governmental organizations that the Company’s consolidated Common Equity Tier1 capital ratio remains at a sufficiently high level after giving effect to the relevant reinstatement of the bonds.