March 30, 2022
To whom it may concern,
Company name:

Mizuho Leasing Company, Limited

Representative:

President and CEO

Shusaku Tsuhara(Code number: 8425 Tokyo Stock Exchange 1st Section)
Contact:

Managing Director,
General Manager ofCorporate Planning
Department

Phone:+81-3-5253-6511

Toshiyuki Takahashi

Announcement Regarding Conclusion of Capital and Business Alliance Agreement with
Mizuho Financial Group, Inc., Plans for Change of the Largest Shareholder among
Major Shareholders and Change in Other Associated Companies, andDissolution of Capital and Business Alliance with Mizuho Bank, Ltd.
Mizuho Leasing Company, Limited (the “Company”) hereby announces that its Board of Directors
resolved today to enter into a capital and business alliance (hereinafter the “Capital and Business
Alliance”) with Mizuho Financial Group, Inc. (Head office: Chiyoda-ku, Tokyo; President & Group
CEO: Masahiro Kihara; hereinafter “Mizuho FG”) and that the Company concluded an agreement for
the Capital and Business Alliance (hereinafter the “Capital and Business Alliance Agreement”) as
described below.
Under the Capital and Business Alliance, Mizuho FG plans to acquire a total of 11,283,600 shares of
the Company’s common stock held by Mizuho Bank, Ltd. (Head office: Chiyoda-ku, Tokyo; President& CEO: Koji Fujiwara; hereinafter “Mizuho Bank”), a consolidated subsidiary of Mizuho FG, throughdividends in kind on March 31, 2022. As a result, Mizuho FG, as a group, will, hold 23.54% of thetotal number of issued shares (excluding treasury stock) of common stock of the Company as of March
31, 2022.
The Company also announces that Mizuho FG’s acquisition of the Company’s shares of common
stock from Mizuho Bank as dividends in kind is expected to result in change of the largest shareholder
among the Company’s major shareholders and change in other associated companies.
In addition, the Company announces that the Board of Directors resolved today to dissolve a capitaland business alliance with Mizuho Bank.
I. The Capital and Business Alliance
1. Purpose of the Capital and Business Alliance
After entering into the capital and business alliance agreement with Mizuho Bank in February 2019,
the Company has dramatically expanded its business fields mainly by partnering with Mizuho Bank.
Under the Sixth Mid-term Management Plan (FY 2019–FY 2023) currently in place, the Company has-1-also positioned collaboration with alliance partners, especially partnership with the Mizuho Group, as a
key strategy, and has facilitated joint business activities.
Currently, the Company is promoting initiatives and accelerating collaboration in areas wherebusiness opportunities are expanding not only collaboration in real estate financing and financial
solutions amid the COVID-19 pandemic but also the renewable energy field and service businesses suchas subscriptions. In May 2021, the Company invested in Mizuho Capital Co., Ltd., a venture capitalcompany of the Mizuho Group, (currently an equity-method affiliated company), and concluded abusiness alliance agreement with the company. In this way, collaboration with not only Mizuho Bankbut also with other companies of the Mizuho Group is beginning to expand.
Meanwhile, Mizuho FG has formulated and has been promoting the “5-Year Business Plan:
Transitioning to the Next Generation of Financial Services,” which covers the five-year period since
FY2019. In addition to the megatrends including digitalization, a declining birthrate and an aging
population, and globalization, the global spread of COVID-19 has triggered major and rapid changes inpeople’s lifestyles and the way economy and society work.
To be a company that offers new value in a new era without being bound by the conventionalframework of “finance,” Mizuho FG will work to respond to structural changes in economy, industry,and society, steadily carry out structural reforms of its business while leveraging the strengths of theMizuho Group, and transition to the next generation of financial services that build new forms ofpartnerships with our customers, and aims to be a stronger and more resilient financial group which ourcustomers can depend on in the coming era.
In February 2019, Mizuho FG decided to aim at building a “next-generation financial platform,” andMizuho Bank, a consolidated subsidiary of Mizuho FG, concluded a capital and business allianceagreement with the Company, and have worked to provide and strengthen new value in non-financial
areas, including its ability to provide sophisticated financing focused on the value of assets held by its
customers, ability to provide capital funds that allow it to share business risks with its customers.
Mizuho FG is looking to develop the leasing business into a new pillar of Mizuho’s revenues andfunctions in the future, next to banking, trust, securities, think tank and asset management businesses.
Under such circumstances, two group companies have been discussing an ideal way to further expand
the collaboration in the future. As a result, they reached an understanding that it would be desirable toreview the capital and business alliance formed in February 2019, and form a new capital and businessalliance between the Company and Mizuho FG to build an alliance relationship between the two groupcompanies. This resulted in the companies entering into the Capital and Business Alliance Agreement
today.
Through the Capital and Business Alliance, the Company and Mizuho FG will aim for further growthby integrating initiatives to be implemented in response to the sophistication of their customers’ businessmodels and efforts for focus areas capturing changes in social and industrial structures with theirstrategic initiatives based on the Capital and Business Alliance. In addition, we will create new solutions
by deepening collaboration between the Mizuho Group companies and the Company, and combining
their functions, thereby accelerating cross-sectional initiatives in their focus areas. By doing so, we will
work with our customers to contribute to the development of society and the achievement of aprosperous future on a greater scale than ever before.
-2-2. Details of the Capital and Business Alliance, etc.
(1) Details of the business alliance
The Company and Mizuho FG will strengthen and expand their lease financing businesses by making
the utmost use of know-how, domestic and international corporate customer bases, and networks ownedby the two group companies, in order to grow each other’s businesses and increase corporate value. At
the same time, to meet customers’ needs that are expected to become increasingly sophisticated anddiverse, the two group companies will create new business opportunities beyond the framework offinance and focus on businesses with higher added value by integrating know-how, next-generation
technologies and other assets owned by them. The two group companies will strengthen collaboration
between them in creating new businesses that go beyond traditional businesses, especially focusing on
the Company’s focus areas of global, real estate, medical and healthcare, environment and energy,
aircraft, technology, etc.to increase revenue.
Under the Capital and Business Alliance, the two group companies will collaborate mainly in thebusiness areas set forth in (i) through (iii) below, to the extent permitted by applicable laws andregulations including the Banking Act, but will also specifically consider the possibility of collaboration
in a wide range of other areas and themes.
[Business fields specified in the Capital and Business Alliance Agreement](i)

Leasing and financing of various products, movables, real estate, etc. (finance leases, operatingleases, structured leases, non-recourse finance, etc.)(ii) Provision of services related to leased assets (related to commercial distribution, service
businesses, etc.)(iii) Investment and loan of capital funds (mezzanine investment and loan, equity investment, fundinvestment, etc.)(2) Details of the capital alliance, etc.
Mizuho FG plans to acquire a total of 11,283,600 shares (23.03% of the total number of issued shares(excluding treasury stock)) of common stock of the Company held by Mizuho Bank on March 31, 2022
through dividend in kind in order to early demonstrate the effects of the business alliance described in(1) above.
3. Overview of the capital and business alliance partner
Overview of Mizuho FG
(1)

Name

Mizuho Financial Group, Inc.

(2)

Location

1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan(3)

Representative

Masahiro Kihara, President & Group CEO(4)

Nature of business

Management and administration of bank holding companies, banks,
companies specializing in securities, and other companies that can bemade subsidiaries under the Banking Act, and operations incidental
thereto, and other operations that bank holding companies may engage inunder the Banking Act(5)

Paid-in capital¥2,256,767 million(6)

Date of foundation

January 8, 2003

-3-

(7)

Major shareholders
and shareholding ratio(as of September 30,
2021)

The Master Trust Bank of Japan, Ltd. (Trustee account)
Custody Bank of Japan, Ltd. (Trustee account)
State Street Bank West Client - Treaty 505234 (standing
proxy: Mizuho Bank, Ltd.)JP Morgan Chase Bank 385781 (standing proxy: Mizuho
Bank, Ltd.)13.77%
4.44%
1.82%

Custody Bank of Japan, Ltd. (Trustee account 7)

1.21%

SMBC Nikko Securities Inc.

1.07%

Custody Bank of Japan, Ltd. (Trustee account 4)

1.07%

1.29%

State Street Bank and Trust Company 505103 (standing
1.06%
proxy: Mizuho Bank, Ltd.)
Custody Bank of Japan, Ltd. (Taxable trust money account)
1.04%
Barclays Securities Japan Limited
0.92%
Mizuho FG indirectly holds 11,533,800 shares of theCompany’s common stock through subsidiaries ofCapitalMizuho FG.
relationship
The Company holds 447,330 shares of common stockof Mizuho FG.
Personnel
Three of directors of the Company are from MizuhoFG.
relationship
The Company acquires corporate bonds issued byBusiness
Mizuho FG and engages in other business transactions
relationshipwith Mizuho FG.
Status of
The Company falls under the category of an equitymethod affiliated company of Mizuho FG.
related parties(8)

Relationship between
the listed company andthe alliance partner(9)

Consolidated operating results and financial position of the alliance partner in the past three years
FY2018 (April 1,2018 through March
31, 2019)

FY2019 (April 1,
2019 through March
31, 2020)

FY2020 (April 1, 2020
through March 31,
2021)

Consolidated net assets¥9,194,038 million¥8,663,847 million¥9,362,207 million

Consolidated total assets¥200,792,226 million¥214,659,077 million¥225,586,211 million¥345.00¥3,372.96¥3,650.87¥3,925,649 million¥3,986,701 million¥3,218,095 million¥614,118 million¥637,877 million¥536,306 million¥96,566 million¥448,568 million¥471,020 million¥3.80¥176.87¥185.75

¥7.50

¥7.50

¥41.25

Fiscal year

Consolidated net assets per
share
Consolidated ordinary
incomeConsolidated ordinary
profits
Profit attributable to ownersof parent
Consolidated net income
per share
Cash dividends per share
4. Timeline(1)

Resolution of the Board of Directors

March 30, 2022

(2)

Conclusion of the capital and business alliance agreement

March 30, 2022

(3)

Distribution of dividends in kind

March 31, 2022 (scheduled)-4-5. Future outlook
The impact of the Capital and Business Alliance on the Company’s financial results for this fiscal year
is expected to be minimal. Going forward, the Company will promptly announce any significant impact
on its financial results.
II. Change of the Largest Shareholder among Major Shareholders
1. Background to the change
As a result of the scheduled acquisition of the Company’s common stock (11,283,600 shares arescheduled to be acquired) by Mizuho FG from Mizuho Bank as dividends in kind, Mizuho FG will hold23.03% of the Company’s voting rights on a non-consolidated basis. After the acquisition, Mizuho FG is
expected to be the largest shareholder among the Company’s major shareholders. In addition, as a resultof the scheduled transfer of the Company’s common stock (11,283,600 shares are scheduled to betransferred) from Mizuho Bank to Mizuho FG as dividends in kind, Mizuho Bank will lose 23.03% of theCompany’s voting rights. After the transfer, Mizuho Bank is expected to be no longer a major
shareholder or the largest shareholder among major shareholders.
2. Overview of the shareholders subject to change(1) The new largest shareholder among major shareholders
For an overview of Mizuho FG, please see above I. The Capital and Business Alliance, 3. Overview
of the capital and business alliance partner.
(2) Shareholder that will no longer be a major shareholder or the largest shareholder among major
shareholders
(1)
Name

Mizuho Bank, Ltd.

(2)

Location

1 -5-5 Otemachi, Chiyoda-ku, Tokyo, Japan(3)

Representative

Koji Fujiwara, President & CEO(4)Nature of businessBanking business(5)

Paid-in capital¥1,404,065 million(6)

Date of foundation

May 7, 1923

(7)

Major shareholders
and shareholding ratio

Mizuho Financial Group, Inc.
Capitalrelationship(8)

Relationship between
the listed company andthe alliance partner

Personnel
relationship
Businessrelationship
Status of relatedparties-5-100.0%

Mizuho Bank holds 11,283,600 shares of common
stock of the Company.
Three of directors of the Company are from
Mizuho Bank. As of today, the Company has 12
employees on secondment from Mizuho Bank.
The Company conducts deposit transactions as well
as short-term and long-term borrowings, leasing
and other transactions with Mizuho Bank.
The Company falls under the category of an equitymethod affiliated company of Mizuho Bank.

(9)Consolidated operating results and financial position of the alliance partner in the past three years
FY2018 (April 1,2018 through March
31, 2019)

FY2019 (April 1,
2019 through March
31, 2020)

FY2020 (April 1, 2020
through March 31,
2021)

Consolidated net assets¥8,008,073 million¥7,662,251 million¥8,161,149 million

Consolidated total assets¥179,083,191 million¥193,735,481 million¥206,383,490 million¥472,439.09¥471,499.80¥502,558.32¥3,149,026 million¥3,302,848 million¥2,501,840 million¥426,726 million¥540,403 million¥392,869 million(¥29,838 million)¥387,283 million¥351,024 million(¥1,847.38)¥23,978.06¥21,733.15

Common stock¥11,990
Second series class IV
preferred stock¥42,000
Eighth series class
VIII preferred stock¥47,600
Eleventh series classXIII preferred stock¥16,000

Common stock¥10,867
Second series class IV
preferred stock¥42,000
Eighth series class
VIII preferred stock¥47,600
Eleventh series classXIII preferred stock¥16,000

Fiscal year

Consolidated net assets per
share
Consolidated ordinary
incomeConsolidated ordinary
profits
Profit (loss) attributable toowners of parent
Consolidated net profit(loss) per share

Common stock

Cash dividends per share¥–
Second series class IV
preferred stock¥42,000
Eighth series class
VIII preferred stock¥47,600
Eleventh series classXIII preferred stock¥16,000

3. The number of voting rights held (number of shares held) by the relevant shareholders before andafter the change, and the ratio of the voting rights to the voting rights of all the shareholders(1) The new largest shareholder among major shareholders
Mizuho Financial Group, Inc.
Number of voting rights(Number of shares held)0
Before change(0)112,836
After change(11,283,600)

Ratio of voting rights to the voting
rights of all the shareholders

Rank in major
shareholders

0%–23.03%

1(2) Shareholder that will no longer be a major shareholder or the largest shareholder among major shareholders
Mizuho Bank, Ltd.

Before change
After change

Number of voting rights(Number of shares held)
112,836(11,283,600)
0(0)Ratio of voting rights to the voting
rights of all the shareholders

Rank in major
shareholders

23.03%

1

0%

–

-6-

(Notes) 1. The ratios of voting rights to the voting rights of all the shareholders before and after thechange are calculated based on the number of total voting rights as of September 30, 2021
(489,789). The numbers were rounded down to the second decimal place.
Number of shares without voting rights excluded from the total number of shares: 25,100
Total number of shares (as of September 30, 2021): 49,004,000
2. The rank in major shareholders is based on the list of shareholders as of September 30, 2021.
4. Scheduled date for the change
March 31, 2022
5. Future outlook
The change will have a minimal impact on the Company’s consolidated financial results, and there will
be no revision to the full-year consolidated financial results forecasts for the fiscal year ending March 31,
2022, which was announced on March 24, 2022. Going forward, when an event that needs to bedisclosed occurs, such as revisions to the Company’s financial results forecasts, the Company will
announce it promptly.
III. Change in Other Associated Companies
1. Background to the change
The scheduled transfer of the Company’s common stock (11,283,600 shares are scheduled to betransferred) from Mizuho Bank to Mizuho FG as dividends in kind will result in Mizuho Bank losing
23.03% of the Company’s voting rights. After the transfer, Mizuho Bank is expected no longer to be theCompany’s other associated company.
2. Overview of the shareholder subject to change
For an overview of Mizuho Bank, please see above II. Change of the Largest Shareholder among
Major Shareholders, 2. Overview of shareholders subject to change, (2) Shareholder that will no longer
be a major shareholder or the largest shareholder among major shareholders.
3. The number of voting rights held (number of shares held) by the relevant shareholders before
and after the change, and the ratio of the voting rights to the voting rights of all the shareholders
Mizuho Bank, Ltd.
Number of voting rights(Number of shares held)
Directownership

Ratio of voting rights to the voting
rights of all the shareholders

Indirectownership

Total

Directownership

Indirectownership

Total

Before112,836change (11,283,600)

0(0)112,836(11,283,600)

23.03%

0%23.03%

After
change0(0)0%Rank in major
shareholders

1–(Notes) 1. The ratios of voting rights to the voting rights of all the shareholders before the change arecalculated based on the number of total voting rights as of September 30, 2021 (489,789).
The numbers were rounded down to the second decimal place.
2. The rank in major shareholders is based on the list of shareholders as of September 30, 2021.

-7-

4. Scheduled date for change
March 31, 2022
5. Future outlook
The change will have a minimal impact on the Company’s consolidated financial results, and there
will be no revision to the full-year consolidated financial results forecasts for the fiscal year ending
March 31, 2022, which was announced on March 24, 2022. Going forward, when an event that needs tobe disclosed occurs, such as revisions to the Company’s financial results forecasts, the Company will
announce it promptly.
IV. Dissolution of Capital and Business Alliance
1. Reason for the dissolution of capital and business alliance
As Mizuho Bank will no longer hold voting rights in the Company as a result of the transfer of theCompany’s common stock (11,283,600 shares are scheduled to be transferred) through dividends in kindto Mizuho FG, the capital and business alliance between the Company and Mizuho Bank will beterminated in accordance with the capital and business alliance agreement between the Company andMizuho Bank dated February 26, 2019. However, the Company aims to continue to work to achieve theobjectives, principles, etc. of the dissolved capital and business alliance with Mizuho Bank, through theCapital and Business Alliance with Mizuho FG, the wholly-owning parent company of Mizuho Bank.
For an outline of the Capital and Business Alliance with Mizuho FG, please refer to “I. The Capital andBusiness Alliance” above.
2. Details of the dissolution of capital and business alliance, etc.
As described in “I. The Capital and Business Alliance” above, Mizuho Bank holds a total of
11,283,600 shares of the Company’s common stock (23.03% of the total number of issued shares(excluding treasury stock)) as of today, all of which are to be transferred to Mizuho FG as dividends inkind. As a result of such transfer, the capital and business alliance based on the capital and businessalliance agreement dated February 26, 2019 between the Company and Mizuho Bank will be dissolved.
Going forward, the Company will promote the capital and business alliance with Mizuho FG, thewholly-owning parent company of Mizuho Bank, as described in “I. The Capital and Business Alliance”
above.
3. Overview of the partner of the dissolved capital and business alliance
For an overview of Mizuho Bank, please see above II. Change of the Largest Shareholder among
Major Shareholders, 2. Overview of shareholders subject to change, (2) Shareholder that will no longer
be a major shareholder or the largest shareholder among major shareholders.
4. Timeline(1)

Resolution of the Board of Directors

March 30, 2022

(2)

Distribution of dividends in kind

March 31, 2022 (scheduled)-8-5. Future outlook
The impact of the Capital and Business Alliance on the Company’s financial results for this fiscal year
is expected to be minimal. Going forward, the Company will promptly announce any significant impact
on its financial results.
End-9-