Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
Securities code: 8596
June 9, 2022

To Shareholders with Voting Rights:
Seiji Isoyama
President and CEO
KYUSHU LEASING SERVICE CO., LTD.
4-3-18 Hakata Ekimae, Hakata-ku, Fukuoka, JapanNOTICE OF
THE 48TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 48th Annual General Meeting of Shareholders of KYUSHU LEASING SERVICE
CO., LTD. (the “Company”) will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights via the Internet etc. or in writing.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by no later than 5:15 p.m. on Tuesday, June 28, 2022, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time
Reception will open at 9:30 a.m. Japan time
The Grand Ballroom (3F) at Grand Hyatt Fukuoka located at 1-2-82 Sumiyoshi,
Hakata-ku, Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for the Company’s
48th Fiscal Year (April 1, 2021 - March 31, 2022) and results of the audit of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 48th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Approval of Absorption-Type Company Split Agreement
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors
Proposal 3:-1-Request: When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
● This Notice is also posted on the Company’s website (https://www.k-lease.co.jp/), in Japanese andEnglish.
● Should it become necessary to revise the contents described in the attached Reference Documents for the
General Meeting of Shareholders, Business Report, Consolidated Financial Statements, or Non-consolidated
Financial Statements on or before the date preceding the General Meeting of Shareholders, such revisions will
be notified in writing by mail or by posting on the Company’s website (https://www.k-lease.co.jp/).
● Of the documents to be provided along with this Notice, “Notes to Consolidated Financial Statements”
and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website (https://www.klease.co.jp/) in accordance with the provisions of laws and regulations as well as Article 13 of the Company’s
Articles of Incorporation, and are not included in the Appendix of this Notice. The Consolidated Financial
Statements and Non-consolidated Financial Statements provided in the Appendix of this Notice are part of theConsolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting
Auditor and the Audit & Supervisory Board Members in preparing their audit reports.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Approval of Absorption-Type Company Split Agreement

This proposal is to request the approval of an absorption-type company split agreement, in which theCompany is to be a splitting company and K.L.I. CO., LTD (hereinafter “KLI”) a wholly-owned subsidiary of
the Company, is to be a successor company succeeding to the Company’s business in an absorption-typecompany split.
1. Reason for conducting the absorption-type company split
The Company and Nishi-Nippon Financial Holdings, Inc. (hereinafter “Nishi-Nippon FH”) entered into a
capital and business alliance agreement on May 12, 2022, based on the basic agreement on capital and businessalliance announced as of November 25, 2021 (Please refer to “Notice Regarding the Conclusion of a Capitaland Business Alliance Agreement between KYUSHU LEASING SERVICE CO., LTD. and Nishi-Nippon
Financial Holdings, Inc.” as of May 12, 2022).
Nishi-Nippon FH has formed an integrated financial group centering on THE NISHI-NIPPON CITY
BANK, LTD., one of the leading local banks in Japan, and containing banks, a credit card company, a securities
company and other various companies with characteristic features.
The Company and Nishi-Nippon FH have worked together as close partners mainly in Kyushu area, which
is our business base, making use of our characteristics to provide a wide range of solutions for customers’
needs.
Amid the current situation where business environment is drastically changing due to the long-term
COVID-19 crisis, acceleration of digital transformation in line with the pandemic and higher awareness of
SDGs/ESG, especially of decarbonization, the companies believe that the said capital and business alliancewill contribute to improving the overall strength of the group, which will lead to the enhancement of regionalsustainability and the companies’ corporate value.
In line with the conclusion of the capital and business alliance agreement with Nishi-Nippon FH, theCompany, which will be Nishi-Nippon FH’s affiliated company accounted for by the equity method, is required
to split a business that cannot be operated by a company whose more than 15% of voting rights are owned bya bank holding company pursuant to the Banking Act from the Company. Therefore, as announced on “NoticeRegarding the Conclusion of an Agreement for an Absorption-type Company Split Agreement Through theSuccession of Part of the Company’s Business, Including the Real Estate Business to a Subsidiary of theCompany” as of May 12, 2022, the Company concluded an absorption-type company split agreement with
KLI with regards to an absorption-type company split (hereinafter the “Absorption-Type Company Split”) in
which part of the Company’s business including that of real estate is transferred to KLI on condition that thesaid agreement is approved by the General Meetings of Shareholders of both companies.
Note that KLI will be involved in the business it will succeed to as a consolidated subsidiary of theCompany after the Absorption-Type Company Split. Accordingly, there will be a minor impact on the
Company’s consolidated financial results.

-3-

2. Overview of the absorption-type company split agreement
Absorption-Type Company Split Agreement
This Absorption-Type Company Split Agreement (hereinafter the “Agreement”) is made and entered into by and between
KYUSHU LEASING SERVICE CO., LTD. (“KYUSHU LEASING SERVICE”) and K.L.I. CO., LTD (“KLI”) as of May 12,2022 as follows with respect to the absorption-type company split through which KYUSHU LEASING SERVICE transfers apart of its rights and obligations in its business to KLI (hereinafter the “Absorption-Type Company Split”).
Article 1 Absorption-Type Company Split
Pursuant to the provisions of the Agreement, KYUSHU LEASING SERVICE shall transfer to KLI, and KLI shall succeed
to the rights and obligations owned by KYUSHU LEASING SERVICE with respect to businesses related to real estateleasing services, vehicle sales services, real estate renting services and real estate sales services, life insurance sales services,
electricity sales services and warehouse sales services (hereinafter the “Businesses to be Transferred.”)
Article 2 Trade Name and Address of Companies
The trade name and address of KYUSHU LEASING SERVICE, the splitting company, and KLI, the successor company,
which are related to the Absorption-Type Company Split, are as follows:(KYUSHU LEASING SERVICE) Splitting Company in Absorption-Type Company Split
Trade name: KYUSHU LEASING SERVICE CO., LTD.
Address: 4-3-18 Hakata Ekimae, Hakata-ku, Fukuoka, Japan(KLI) Successor Company in Absorption-Type Company Split
Trade Name: KLI Co., Ltd.
Address: 3-1-1 Sumiyoshi, Hakata-ku, Fukuoka, Japan
Article 3 Rights and Obligations to be Transferred
1. Assets, liabilities, contracts and other rights and obligations to be transferred from KYUSHU LEASING SERVICE to
KLI through the Absorption-Type Company Split (hereinafter the “Rights and Obligations to be Transferred”) are set
forth in the Attachment “Details of Rights and Obligations to be Transferred.”
2. Liabilities (limited to monetary liabilities) that KLI succeeds to from KYUSHU LEASING SERVICE pursuant to theprovisions of the preceding paragraph shall be concurrently assumed by KYUSHU LEASING SERVICE even after theeffective date.
3. Of the Rights and Obligations to be Transferred, assets and liabilities shall be determined after adding or subtracting any
increase/decrease up to the day immediately preceding the effective date in the Attachment “Details of Rights andObligations to be Transferred,” which is prepared based on KYUSHU LEASING SERVICE’s balance sheet values andother figures as of March 31, 2022,
Article 4 Money, etc. to be Delivered upon the Absorption-Type Company Split
Upon the Absorption-Type Company Split, KLI shall issue one common share of KLI, and deliver all of it to KYUSHULEASING SERVICE in exchange for the Rights and Obligations to be Transferred.
Article 5 Amounts of Stated Capital and Reserves of KLI
The amounts of KLI’s stated capital and reserves to be increased by the Absorption-Type Company Split shall be as
follows; provided, however, that KYUSHU LEASING SERVICE and KLI may change such amounts upon mutual
consultation, in accordance with the status of assets and liabilities of the Businesses to be Transferred as of the effective
date:[1] Share capital :¥21,000,000[2] Legal capital surplus: ¥26,000,000[3] Legal retained earnings:¥0-4-Article 6 Effective Date
The date when the Absorption-Type Company Split takes effect (hereinafter the “Effective Date”) shall be October 1,
2022; provided, however, that KYUSHU LEASING SERVICE and KLI may change the date by agreement upon mutual
consultation if necessary in the course of the procedure for the Absorption-Type Company Split or for other reasons.
Article 7 Approval of the General Meeting of Shareholders
KYUSHU LEASING SERVICE and KLI shall hold a General Meeting of Shareholders by the day immediately preceding
the Effective Date to obtain a resolution regarding the approval for the Agreement and matters necessary for the AbsorptionType Company Split.
Article 8 Employee Treatment
1. Upon the Absorption-Type Company Split, KLI shall not succeed to the employment contract of KYUSHU LEASINGSERVICE’s employees engaging in the Businesses to be Transferred; provided, however, that this shall not apply whenemployees engaging mainly in the Businesses to be Transferred file an objection to KYUSHU LEASING SERVICE
pursuant to Article 4, Paragraph 1 of the Act on the Succession to Labor Contracts upon Company Split.
2. KYUSHU LEASING SERVICE shall second the necessary number of employees who have the experience and capacity
required for the smooth operation of the Businesses to be Transferred to KLI on the Effective Date. The conditions related
to the secondment in such cases shall be determined by agreement upon mutual consultation between the two parties.
Article 9 Non-Competition Duties
KYUSHU LEASING SERVICE shall not bear any non-competition duties with respect to the Businesses to beTransferred, regardless of the Absorption-Type Company Split.
Article 10 Change or Cancellation of Conditions
If any significant change arises to the status of properties or business management of KYUSHU LEASING SERVICEor KLI due to natural disaster or any other events during the period from the conclusion of the Agreement to the Effective
Date, or if any circumstance causing a significant obstacle to the execution of the Absorption-Type Company Split arises
or is revealed, or if it otherwise becomes difficult to fulfill the purposes of the Absorption-Type Company Split, KYUSHULEASING SERVICE and KLI may change the condition for the Absorption-Type Company Split or contents of theAgreement, or cancel the Agreement upon mutual consultation.
Article 11 Effect of the Agreement
The Agreement shall be null and void in the event that a resolution regarding the approval for the Agreement and mattersnecessary for the Absorption-Type Company Split is not obtained at a General Meeting of Shareholders of KYUSHULEASING SERVICE or KLI as provided for in Article 7 by the day immediately preceding the Effective Date.
Article 12 Matters for Consultation
KYUSHU LEASING SERVICE and KLI shall determine any matters necessary in relation to the Absorption-Type
Company Split, in addition to those not set forth in the Agreement, by agreement upon mutual consultation pursuant to the
purpose of the Agreement.
IN WITNESS WHEREOF, KYUSHU LEASING SERVICE and KLI have executed the Agreement in duplicate by affixing
their names and seals thereto, and each shall retain one (1) copy hereof.

May 12, 2022
KYUSHU LEASING SERVICE: 4-3-18 Hakata Ekimae, Hakata-ku, Fukuoka, JapanKYUSHU LEASING SERVICE CO., LTD.
Seiji Isoyama, President and CEO [seal]

KLI:

3-1-1 Sumiyoshi, Hakata-ku, Fukuoka, Japan
K.L.I. CO., LTD
Kazunari Abe, President and Representative Director[seal]-5-

(Attachment)
Details of Rights and Obligations to be Transferred
1. Assets to be Transferred(1) Current assets[1] Cash and deposits: ¥2,250 million[2] Current assets such as accounts receivable - trade, lease receivables, investments in leases, real estate for sale,accounts receivable - lease, prepaid expenses and other current assets which belong to the Businesses to be Transferred(2) Non-current assets[1] Property, plant and equipment such as real estate for rent and other operating assets which belong to the Businesses
to be Transferred[2] Land and buildings (they specifically refer to land and buildings stated in Annex 1 Inventory of Land and Buildings)
and facilities attached to buildings, structures and machinery relating to said buildings(3) Investments and other assets
Investments and other assets such as long-term prepaid expenses and other investments which belong to the Businesses
to be Transferred
2. Liabilities to be Transferred(1) Current liabilities
Current liabilities such as short-term borrowings, current portion of bonds payable, current portion of long-termborrowings, advances received - lease, accrued expenses, unearned revenue and other current liabilities which belong to
the Businesses to be Transferred(2) Non-current liabilities
Non-current liabilities such as long-term borrowings, guarantee deposits received, asset retirement obligations andother non-current liabilities which belong to the Businesses to be Transferred
3. Contracts and Rights and Obligations to be Transferred (Excluding Employment Agreements)
Contracts belonging to the Businesses to be Transferred of which KYUSHU LEASING SERVICE is the party and rights
and obligations accompanying these contracts
4. Employment Agreements
In the Absorption-Type Company Split, any contractual positions of KYUSHU LEASING SERVICE as well as the rightand obligations incidental thereto relating to employment agreements with the employees of KYUSHU LEASINGSERVICE shall not be transferred.
5. Licenses, Approvals, Etc.
Licenses, permissions, authorizations, approvals, registrations, filings, etc. that are required for KLI to operate theBusinesses to be Transferred and are allowed to be succeeded under laws and regulations
6. Change of Rights or Obligations to be Transferred
During the period from the conclusion of the Agreement to the Effective Date, KYUSHU LEASING SERVICE and KLI
may change the contents of the Attachment “Details of Rights and Obligations to be Transferred” by agreement upon mutual
consultation as necessary if it is required for the succession of the Businesses to be Transferred to KLI, or if it is found thatan unexpected expenditure or other obstacles to business operation will occur to either KYUSHU LEASING SERVICE or
KLI owing to the succession of the Businesses to be Transferred.

-6-Annex 1

Inventory of Land and Buildings

1. Sun Life Center Building(1) Land
Address

Lot number

4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,Japan
4-Chome, Hakata Ekimae,
Hakata-ku, Fukuoka,
Japan

Land classification

Registered acreage (m2)178

Residential land

66.33

179

Residential land

162.76

180-1

Residential land

78.31

180-2

Residential land

65.52

181

Residential land

67.34

183

Residential land

69.85

184

Residential land

62.39

185

Residential land

102.59(2) Building
Address
179, 178, 180-1,
180-2, 181, 183,
184, 185, 4chome, Hakata
Ekimae, Hakataku, Fukuoka,
Japan

House number
179

Type
OfficeStore
Parking lot

Floor area (m2)Structure
Steel-reinforced concretebuilding, flat roof, nine
floors and one
underground floor

-7-

1F
2F
3F
4F
5F
6F
7F
8F
9F
B1

385.08307.93371.38455.80449.34449.34449.34449.34449.34246.802. KL Meinohama(1) Land
Address

Lot number

1-chome, Uchihama,Nishi-ku, Fukuoka, Japan

44

Land classification
Residential land

Registered acreage (m2)
1,428.43(2) Building
Address
44
1-chome,Uchihama,
Nishi-ku,
Fukuoka, Japan

House number
44

Type
Residential
complex

Floor area (m2)Structure
Steel-reinforced concretebuilding, concrete roof,
seven floors

1F
2F
3F
4F
5F
6F
7F

274.53454.39454.39454.39392.76227.07187.06

3. Overview of Matters Stipulated in items of Article 183 of the Ordinance for Enforcement of the Companies
Act(1) Matters concerning appropriateness of the number of shares to be delivered to the Company by the
successor company in the company split and amounts of stated capital and reserves of the successor
company[1] Appropriateness of the number of shares
Upon the Absorption-Type Company Split, the successor company shall newly issue one common shareand allocate and deliver it to the Company.
The number of shares to be delivered to the Company has been determined through consultation
between the Company and the successor company found to be appropriate because the successor company
is a wholly-owned subsidiary of the Company splitting in the company split and this is a spin-off andabsorption-type company split in which all the shares issued by the successor company will be delivered
to the Company.
[2] Appropriateness of amounts of stated capital and reserves
The amounts of stated capital and reserves which will be increased by the successor company upon theAbsorption-Type Company Split are as follows. They are found to be appropriate in light of the content ofbusiness of the successor company after the Absorption-Type Company Split and rights, obligations, etc.
succeeded from the Company.
Share capital:¥21,000,000
Legal capital surplus:¥26,000,000
Legal retained earnings:¥0(2) Details of financial statements, etc. related to the last business year of the successor company
The financial statements, etc. related to the last business year of the successor company are posted on
the Company’s website (https://www.k-lease.co.jp/) in accordance with the provisions of laws andregulations as well as Article 13 of the Company’s Articles of Incorporation, and are not included in the
Reference Documents for the General Meeting of Shareholders of this Notice.
(3) Disposition of material property, bearing of significant obligations and other matters that may have amaterial impact on the status of the company’s property occurring after the final date of the last businessyear of the successor company
The successor company entered into an absorption-type merger agreement with KYUD ASSET CO.,LTD., a wholly-owned subsidiary of the Company, as of May 12, 2022, and will conduct an absorption
merger in which the successor company is to survive and KYUD ASSET CO., LTD. is to be extinguishedon October 1, 2022 as an effective date.
(4) Disposition of material property, bearing of significant obligations and other matters that may have amaterial impact on the status of the company’s property occurring after the final date of the last businessyear of the Company
The Company entered into a capital and business alliance agreement with Nishi-Nippon FH on May-8-

12, 2022. Based on the said capital and business alliance agreement, Nishi-Nippon FH will receive theCompany’s common shares held by the Company’s several existing shareholders through bilateral tradingby the end of October, 2022, and hold approx. 30% of the Company’s common shares on the basis ofvoting rights along with those it has already held. This will make Nishi-Nippon FH the Company’s largest
shareholder, and the Company will be Nishi-Nippon FH’s affiliated company accounted for by the equity
method.

-9-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) Addition and amendment of business purposes
Business purposes shall be added or amended in Purposes of Article 2 of the Company’s Articles ofIncorporation from the following perspective, and supplementary provisions related to the effective date,etc. shall be established.
[1] Amendment in line with the corporate split
As stated in Proposal 1 “Approval of Absorption-Type Company Split Agreement,” a part of theCompany’s business including that of real estate needs to be separated from the Company’s business sothat the Company will become Nishi-Nippon FH’s affiliated company accounted for by the equity
method. In line with this, the business purposes are amended and organized.
[2] Addition of business purposes to respond to business diversification, etc.
The Company has been working on various measures by declaring “Challenge toward new businessdomains” and “Contributing to regional creation and entering new markets” as priority strategies for the
expansion of our business foundations, one of the basic polities in its medium-term management plan,“Co-creation 2024: Challenge for the Future” (planning period: April, 2021 to March, 2024). In order toimplement the said plan and respond to the future business development and diversification, theCompany proposes the addition of business purposes.
(2) Amendment for compliance with the “Act Partially Amending the Companies Act” (Act No. 70 of 2019)
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended asfollows.
[1] The proposed Article 13, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
[2] The purpose of the proposed Article 13, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
[3] The provisions related to the internet disclosure and deemed provision of reference documents for thegeneral meeting of shareholders, etc. (Article 13 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
[4] In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments
Article 1 (Same as current)

Current Articles of Incorporation
Article 1 (Texts omitted)
Article 2 (Purposes)
The purposes of the Company shall be to engage inthe following businesses;
1. Leasing, buying and selling of movable properties
and intangible properties (including selling ininstallments) and brokerage of leasing, buying andselling and management services;
2. Money lending, buying and selling of bonds,
advance payment, financial guarantee and otherfinancial services;
3. Non-life insurance agency business and services
related to life insurance sales;
4. Leasing, buying and selling and leasing,brokerage and agency of buying and selling anddevelopment and maintenance of real estate;

Article 2 (Purposes)
The purposes of the Company shall be to engage inthe following businesses;
1. Leasing, buying and selling of movable properties
and intangible property rights (including selling ininstallments) and brokerage of leasing, buying andselling and management services;(Amended to item 4. of the proposed Articles ofIncorporation)- 10 -(Shifted to item 5. of the proposed Articles ofIncorporation)(Deleted)

Current Articles of Incorporation
5. Holding, operating, managing, buying and sellingof securities;
6. Consulting services related to investment infacilities, rationalization of management, effective
use of real estate and others;
7. Buying and selling of antiques;
8. Buying and selling and brokerage of golf
membership and membership for the use ofaccommodation and sports facilities;
9. Warehousing business; and(Amended item 6. of the current Articles ofIncorporation)(Amended item 2. of the current Articles ofIncorporation)(Shifted from item 3. of the current Articles ofIncorporation)(Shifted from item 5. of the current Articles ofIncorporation)(Newly established)
10. Any and all businesses incidental or related toany of the business specified under the foregoing
items.

Proposed Amendments(Shifted to item 6. of the proposed Articles ofIncorporation)(Amended to item 3. of the proposed Articles ofIncorporation)
2. Buying and selling of antiques;(Deleted)(Deleted)
3. Consulting services related to effective use of
assets related to facilities, rationalization ofmanagement and others;
4. Financial services;
5. Non-life insurance agency business and services
related to life insurance sales;
6. Holding, operating, managing, buying and sellingof securities;
7. Financial instruments business;
8. Any and all businesses incidental or related to anyof the business specified under the foregoing items.

Articles 3 to 12 (Text omitted)

Articles 3 to 12 (Same as current)

Article 13 (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference
documents for the general meeting of shareholders,business report, non-consolidated financial
statements, and consolidated financial statements(including audit reports prepared by the Accounting
Auditor and the Audit & Supervisory Board
Members), by disclosing such information throughthe internet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
(Newly established)

Articles 14 to 36 (Texts omitted)(Deleted)

Article 13 (Measures for Electronic Provision, Etc.)
1. The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for the general
meeting of shareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all or partof the matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.
Articles 14 to 36 (Same as current)- 11 -

Current Articles of Incorporation(Newly established)

Proposed Amendments
Supplementary provisions
1. The deletion of Article 13 (Internet Disclosure
and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 13 (Measuresfor Electronic Provision, Etc.) shall come into effecton September 1, 2022, which is the date ofenforcement of the amended provisions stipulated in
the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the “EffectiveDate”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 13 of the current Articles ofIncorporation shall remain in force with respect to a
general meeting of shareholders to be held on a datewithin six months from the Effective Date.
3. The provisions of the preceding two paragraphs
and this paragraph shall be deleted automaticallyafter the lapse of six months from the Effective Dateor the lapse of three months from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.
4. The amendment of the proposed Article 2 shallcome into effect on October 1, 2022, on which theabsorption-type company split in which theCompany is to be a splitting company and K.L.I.
CO., LTD is to be a successor company succeeding
to the Company’s business. This paragraph shall bedeleted on the said date.

- 12 -

Proposal 3:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors currently in office will expire at the conclusion of this year’s
General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Joined NISHI-NIPPON SOGO BANK (currently THE NISHINIPPON CITY BANK, LTD.)
June 2004
Director; Deputy Head of Fukuoka Regional Headquarters;
General Manager of Head Office
May 2007
Audit & Supervisory Board Member, PLENUS Co., Ltd.
June 2007
Managing Director; Head of Fukuoka Regional Headquarters,
THE NISHI-NIPPON CITY BANK, LTD.
June 2009
Executive Director; Head of Fukuoka Regional Headquarters
Representative Executive Director (Representative Director);
June 2010
Regional Headquarters Management; Head of Fukuoka
Regional Headquarters
Seiji Isoyama
June 2011
Representative Executive Director (Representative(June 22, 1951)
Director); Regional Headquarters Management; Head of
18,900Fukuoka Regional Headquarters[Reappointment]
June 2013
Deputy President (Representative Director); Regional
Headquarters Management
May 2015
Director (Audit and Supervisory Committee Member), PLENUS
Co., Ltd.
September 2015 Chairman, The Fukuoka Chamber of Commerce & Industry
October 2016
Deputy President (Representative Director); In charge of theInternal Audit Division, Nishi-Nippon Financial Holdings, Inc.
June 2018
Chairman, the Company
June 2019
President and CEO (incumbent)
December 2019 NHK Governor, NHK (Japan Broadcasting Corporation)(incumbent)[Reason for nomination as candidate for Director]
He has extensive experience, broad insight, and personal connections developed over many years in bank management andas the Chairman of the Fukuoka Chamber of Commerce & Industry. Since his election as a Director of the Company inJune 2018, he has demonstrated his abilities in overall management as the Chairman, and as the President and CEO from
June 2019. The Company proposes his reelection in order to continue to utilize his ability and experience in the
management of the Company.
April 1975

1

Number ofshares of theCompany held

- 13 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
August 2005
June 2011

2

Number ofshares of theCompany held

Joined the Company
Executive Officer; Deputy General Manager, Sales Division
Director; Deputy General Manager, Sales Division; In charge of
Fee Business Unit; In charge of Corporate Strategy Department
June 2013
Director; General Manager, Operations Division; General
Manager, Review Administration Division; In charge of
Relevant Business Unit
June 2015
Managing Director; General Manager, Operations Division;
Ryosuke Higaki
General Manager, Review Administration Division(January 1, 1961)
June 2018
Director and Senior Managing Executive Officer; General
20,200Manager, Operations Division; General Manager, Review[Reappointment]
Administration Division; General Manager, Relevant Business
Unit; In charge of Corporate Administration Department
June 2021
Director and Senior Managing Executive Officer; In charge ofGeneral Planning Department; In charge of Human Resources &General Affairs Department; In charge of IT Planning
Department; In charge of Administrative Department; In chargeof Accounting Department; In charge of Audit Department(incumbent)[Reason for nomination as candidate for Director]
Since joining the Company in 1984, he has accumulated extensive achievements and experience as a division supervisor
and officer in charge in various departments, including sales, administration, finance, and management planning, and iscurrently demonstrating his abilities as the officer in charge of the administration and audit departments. The Company
proposes his reelection in order to continue to utilize his ability, experience, etc., in the management of the Company.

- 14 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982

3

Number ofshares of theCompany held

Joined NISHI-NIPPON SOGO BANK (currently THE NISHINIPPON CITY BANK, LTD.)
June 2003
General Manager of Meinohama Branch
May 2009
General Manager of Miyazaki Branch; Head of Minami-Kyushu
Block
June 2013
Executive Officer; General Manager of Miyazaki Branch; Headof Minami-Kyushu Block
May 2014
Executive Officer; General Manager of the Regional
Relationship Management Division
Takashi Ishihara
June 2016
Senior Executive Officer; General Manager of the Regional(March 3, 1959)
8,100
Relationship Management Division
April 2020
General Manager, Alliance Sales Department, the Company[Reappointment]
June 2020
Director and Managing Executive Officer; In charge of Alliance
Sales Department; In charge of Sales Development Department;
In charge of Sales Planning Department
June 2021
Director and Managing Executive Officer; In charge of Alliance
Sales Department; In charge of Real Estate Sales Department; Incharge of Finance Department; In charge of Review
Department; In charge of Legal Administration Department(incumbent)[Reason for nomination as candidate for Director]
He has extensive experience and broad insight related to corporate sales at a bank. Since his election as a Director of theCompany in June 2020, he has demonstrated his abilities as the officer in charge of sales department, finance department,
review department, and legal administration department. The Company proposes his reelection in order to continue toutilize his ability, experience, etc., in the management of the Company.

- 15 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1986
June 2008

4

5

Number ofshares of theCompany held

Joined the Company
Executive Officer; General Manager, Lease Business Unit, Sales
Division; General Manager, Head Office Sales Department
June 2011
Director; Deputy General Manager, Sales Division; General
Manager, Lease Business Unit; In charge of Solution Business
Unit
June 2012
Director; General Manager, Sales Division; General Manager,
Lease Business Unit; General Manager, Head Office Sales
Takeo Kurose
Department; In charge of New Business Unit
October 2014
Director; General Manager, Sales Division I; General Manager,(October 8, 1963)
17,200
Lease Sales Department; General Manager, Relevant Business
Unit[Reappointment]
April 2017
Director; General Manager, Review Administration Division; In
charge of General Planning Department
June 2018
Director and Managing Executive Officer; General Manager,
Sales Division I; General Manager, Lease Sales Department
June 2021
Director and Managing Executive Officer; In charge of Lease
Sales Department; In charge of Automobile Sales Department; Incharge of Insurance Sales Department; In charge of Sales Office
Supervision (incumbent)[Reason for nomination as candidate for Director]
Since joining the Company in 1986, he has accumulated extensive achievements and experience as a division supervisor
and officer in charge in various departments, including sales, finance/management planning, and reviews, and is currently
demonstrating his abilities as the officer in charge of the lease and fee business departments. The Company proposes his
reelection in order to continue to utilize his ability, experience, etc., in the management of the Company.
April 1990
Joined the Company
June 2013
Executive Officer; General Manager, Finance Sales Department
June 2016
Senior Executive Officer; General Manager, Finance Sales
Department
June 2017
Director; General Manager, Sales Division II; General Manager,
Kohei Nonaka
Finance Sales Department(March 5, 1967)
19,900June 2018
Director and Senior Executive Officer; General Manager, Sales
Division II[Reappointment]
June 2021
Director and Senior Executive Officer; In charge of Finance
Sales Department; In charge of Relevant Business Unit; Incharge of Sales Planning Department; In charge of Sales
Development Department; In charge of Tokyo Branch(incumbent)[Reason for nomination as candidate for Director]
Since joining the Company in 1990, he has accumulated extensive achievements and experience as a division supervisor
and officer in charge in the sales and finance/management planning departments, and is currently demonstrating his
abilities as the officer in charge of the sales and relevant business departments. The Company proposes his reelection inorder to continue to utilize his ability, experience, etc., in the management of the Company.

- 16 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1969

6

Number ofshares of theCompany held

Joined Nichibei Coca-Cola Bottling Co., Ltd. (currently CocaCola Bottlers Japan Inc.)
March 1995
Director
March 1999
Senior Corporate Officer
April 2004
Executive Corporate Officer
Nobuo Shibata
January 2005
President and Representative Director, Coca-Cola West Japan(November 12, 1946)
Products Co., Ltd. (currently Coca-Cola Bottlers Japan Inc.)
January 2009
Executive Vice President, Coca-Cola West Co., Ltd. (currently
2,000
Coca-Cola Bottlers Japan Inc.)[Reappointment]
March 2009
Director[Outside]
June 2012
Director, the Company (incumbent)[Independent]
March 2015
Executive Vice President and Representative Director, CocaCola West Co., Ltd. (currently Coca-Cola Bottlers Japan Inc.)
March 2016
Representative Director, Specified Nonprofit Corporation
Ichimura Kyushu School of Nature (incumbent)
June 2018
Vice Chairman, The Fukuoka Chamber of Commerce & Industry[Reason for nomination as candidate for Outside Director and outline of expected roles]
He has extensive experience as a manager of operating companies over many years and broad insight related to corporate
management and personnel systems. In addition, at the Company, since his appointment as Director, he has also provided
the questions and suggestions necessary to ensure the appropriateness of deliberations concerning proposals as an Outside
Director, and has fulfilled the management oversight function. The Company proposes his reelection with the expectationthat he will continue to contribute to strengthening functions related to the supervision of business execution and provide
advice from a broad management perspective.

- 17 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1974
March 1976
February 1978
February 1984
February 1992
February 1996
February 2014
June 2015

7

8

Joined SUMITOMO CORPORATION
Joined Hakuunsha Co., Ltd.
Director
Managing Director
Senior Managing Director
Hirotoshi Manabe
President and Representative Director(October 11, 1950)
Chairman and Representative Director (incumbent)
9,300
Director, the Company (incumbent)[Reappointment]
President, Fukuoka Prefecture Trucking Association (incumbent)[Outside]
Vice President, Japan Trucking Association (incumbent)[Independent]
November 2020 Vice Chairman, The Fukuoka Chamber of Commerce & Industry(incumbent)
November 2020 President and Representative Director, Hakuunsha Holdings Co.,
Ltd. (incumbent)[Reason for nomination as candidate for Outside Director and outline of expected roles]
He has extensive experience and broad insight developed over many years in corporate management. In addition, at theCompany, since his appointment as Director, he has also provided the questions and suggestions necessary to ensure theappropriateness of deliberations concerning proposals as an Outside Director, and has fulfilled the management oversightfunction. The Company proposes his reelection with the expectation that he will continue to contribute to strengthening
functions related to the supervision of business execution and provide advice from a broad management perspective.
April 1974
Joined ROYAL Co., Ltd. (currently ROYAL HOLDINGS Co.,Ltd.)
February 2002
Executive Officer; General Manager, Specialty Restaurant
Division
July 2005
President and Representative Director, ROYAL AIRPORT
Seiji Yazaki
RESTAURANT Co., Ltd. (currently ROYAL CONTRACT(January 25, 1951)
SERVICE CO., Ltd.)
0
November 2008 Highway Company President, ROYAL HOLDINGS Co., Ltd.
[Reappointment]
March 2010
Director; Highway Company President[Outside]
January 2011
Director, ROYAL HOLDINGS Co., Ltd.; President and[Independent]
Representative Director, ROYAL HOST Co., Ltd.
March 2011
Managing Director, ROYAL HOLDINGS Co., Ltd.
March 2013
Senior Managing Director
June 2018
Director, the Company (incumbent)[Reason for nomination as candidate for Outside Director and outline of expected roles]
He has extensive experience of engaging in corporate management and broad insight. In addition, at the Company, since
his appointment as Director, he has also provided the questions and suggestions necessary to ensure the appropriateness ofdeliberations concerning proposals as an Outside Director, and has fulfilled the management oversight function. The
Company proposes his reelection with the expectation that he will continue to contribute to strengthening functions related
to the supervision of business execution and provide advice from a broad management perspective.
(Notes)1. There are no special interests between the candidates for Directors and the Company.
2. Messrs. Nobuo Shibata, Hirotoshi Manabe and Seiji Yazaki are candidates for Outside Directors.
3. Messrs. Nobuo Shibata, Hirotoshi Manabe and Seiji Yazaki are currently Outside Directors of the Company, and will
have served as Outside Director for ten years, seven years, and four years, respectively, at the conclusion of this year’s
General Meeting of Shareholders.
4. The Company has designated Messrs. Nobuo Shibata, Hirotoshi Manabe and Seiji Yazaki as Independent Directors
prescribed by Tokyo Stock Exchange, Inc. and Securities Membership Corporation Fukuoka Stock Exchange andsubmitted notifications of the designation to these exchanges, and in the event that each candidate is elected as Director,
the Company plans to continuously submit notifications of their designation as Independent Director.
5. The Company has entered into a directors and officers liability insurance contract with all officers as the insured toensure that officers can fully perform their expected roles in the course of performance of their duties. If this proposal isapproved as originally proposed and each candidate assumes the office of Director, they will be the insured under thesaid insurance contract. Under the said insurance contract, damage that may be caused as a result of the insured officers
etc. assuming liability regarding the execution of their duties or receiving claims pertaining to the pursuit of such liability
shall be covered. Provided, however, that there are certain exemptions; for example, damage caused as a result of any- 18 -

conduct committed while knowing that the conduct is in violation of laws and regulations shall not be covered. Also, thesaid insurance contract will be renewed during the term of office of each candidate.

- 19 -

[Reference] Skill Matrix
The areas particularly expected of each Director and Audit & Supervisory Board Members of the Company considering theexpertise and experience are as follows.
Independent
Corporate
Loan &
Real
Finance &Legal & Risk
ESG &
Name
Position
OfficermanagementLeaseestateAccounting
management
SDGs
Seiji
President and
○
○
○
○
○
○
IsoyamaCEO
Director and
RyosukeSenior Managing○○○○
Higaki
Executive Officer
Director andTakashiManaging○○○○○
Ishihara
Executive Officer
Director and
Takeo
Managing○○○○
KuroseExecutive Officer
Director and
Kohei
Senior Executive○○○
NonakaOfficer
Nobuo
Outside Director○○○○
Shibata
Hirotoshi
Outside Director○○○○
ManabeSeiji
Outside Director○○○○
Yazaki
Audit &
KoichiSupervisory
○
○
○
Abe
Board Member
Outside Audit &TomokoSupervisory○○○
Yamamoto
Board Member
Outside Audit &Yukitaka
Supervisory
○
○
○
Ohara
Board Member* The above list does not represent all the knowledge and experience possessed by each Director and Audit & Supervisory Board
Member.

- 20 -