On May 15, 2026, Mizuho Financial Group, Inc. announced that its Board of Directors resolved to oppose a shareholder proposal submitted jointly by Strategic Capital and another shareholder for the 24th Annual General Meeting of Shareholders scheduled for June 26, 2026. The shareholder proposal, titled "Partial Amendment of the Articles of Incorporation (Consolidation Risk of Orient Corporation)," seeks to require the company to calculate and disclose, at least once per fiscal year, the impact on key indicators such as Risk-Weighted Assets (RWA) under Basel regulations if Orient Corporation, currently an equity-method affiliate, becomes a consolidated subsidiary. The Board opposes this proposal, stating that disclosure based on uncertain assumptions may create confusion among shareholders and investors, and that the Articles of Incorporation are intended to stipulate basic matters for company operation, not individual and concrete matters such as hypothetical calculations or disclosures related to a particular affiliate.
The Board further explains that its consolidated financial statements are prepared in accordance with generally accepted accounting standards and audited by independent auditors, and that the determination of consolidation scope is strictly made in accordance with relevant accounting standards. The Board also highlights the inappropriateness of disclosure based on hypothetical calculations under Basel regulations and emphasizes the independence of Orient Corporation?s management. The Board concludes that the content of the proposal exceeds the general scope of the Articles of Incorporation and is therefore inappropriate to include.
The shareholders? rationale for the proposal is that Orient Corporation, with about 48% of voting rights indirectly held by Mizuho, may become a consolidated subsidiary due to actions such as share buybacks, and that the risk of such consolidation should be reflected and disclosed in the company?s RWA as required by Basel regulations. The shareholders expect the company to resolve this distortion by either fully acquiring Orient Corporation or selling all shares.
