Corporate Governance Guidelines

Established: September 28, 2015
Last amended: April 1, 2023

Fuyo General Lease Co., Ltd.

1

Introduction
These Guidelines set out the basic concept, framework, and operating policy forcorporate governance at Fuyo General Lease Co., Ltd. (the “Company”) for the purposeof promoting sustainable growth and the increase of the corporate value of the Company
over the medium to long term, in keeping with the intent and spirit of the Japan’s
Corporate Governance Code, incorporated as an Exhibit to the Securities Listing
Regulations established by the Tokyo Stock Exchange.
Chapter 1 General Provisions(Basic Concept of Corporate Governance)
Article 1
The Company believes that placing importance on relationships with shareholders,customers, employees, local communities, and various other stakeholders and engaging
in honest and fair business activities in accordance with the

Fuyo Lease Group’s

Mission/Vision/Value is the foundation of corporate governance and the most importanttask of management.
(Code of Business Conduct)
Article 2
The Company has positioned the "Basic Policy for Establishing the Internal Control
System", the "Basic Policy on Systems to Support Sustainable Value Creation", the"Fuyo Lease Group Basic Compliance Policy", the "Fuyo Lease Group Human Rights
Policy", the "Fuyo Lease Group Environmental Policy", and these Guidelines as a wholeas the Fuyo Lease Group Code of Corporate Conduct. The directors, audit & supervisoryboard members, executive officers, and employees of the Company and the Fuyo Lease
Group (the “Group”) faithfully comply with the Code and put it into practice.
Article 3 (Basic Policy on Systems to Support Sustainable Value Creation)
The Company positions the concept of CSV (Creating Shared Value) as the foundationof its management, and aims to achieve both the building of a sustainable society andcontinuous growth as a company through its business. We have established and will
implement the "Basic Policy on Systems to Support Sustainable Value Creation".
Chapter 2 Securing the Rights and Equal Treatment of Shareholders(Securing Equal Treatment of Shareholders)2Article 4
The Company secures effective equal treatment for all shareholders and strives tosecure shareholder rights and develop an environment in which shareholders can
exercise their rights appropriately.
(General Meeting of Shareholders)
Article 5
The Company recognizes that the General Meeting of Shareholders is an opportunity forconstructive dialogue with shareholders, strives for enhancement of dialogue withshareholders and accurate and timely information provision, and develops an
appropriate environment for the exercise of voting rights, etc., at the General Meeting of
Shareholders.
(Dialogue with Shareholders)
Article 6
1. The Company fairly and appropriately discloses information concerning theCompany’s business strategies and financial standing through Investor Relations
activities and enhances dialogue to gain trust and appropriate evaluation fromshareholders and investors.
2. For the purpose of the preceding paragraph, the Company appoints an investor
relations officer to assume this duty and has established the Corporate Communications
Office within the Corporate Planning Division, which undertakes cross-organizational
information gathering from the Company and Group companies and engages in Investor
Relations activities.
3. In addition, a director or audit & supervisory board member, including an outside
director, will attend the meeting to a reasonable extent, taking into account theshareholders' wishes and the main concerns of the meeting.
4. Valuable information gathered through these Investor Relations activities is fed backto the Board of Directors as necessary to contribute to the enhancement of corporate
value.
5. The Company has established a disclosure policy concerning information disclosure(including the handling of undisclosed material facts) and discloses information.
(Basic Policy on Cross-Holding of Shares and the Exercise of Voting Rights
Pertaining to Cross-Shareholdings)
Article 73

1. With regard to cross-shareholdings other than pure investments, the Company has apolicy of holding stocks for which there is a business purpose or necessity, such as
maintaining or strengthening business alliances or relationships, and that are considered
to contribute to the increase of the corporate value of the Group in the future.
2. With regard to shares of other listed companies held as cross-shareholding, the Boardof Directors annually compares the benefits and risks associated with each individual
issue against other factors, such as the cost of capital, and verifies its medium- and longterm economic rationality and future outlook. For any stock the Board of Directors
determines as a result of the verification that holding is not meaningful, the Company will
work to reduce the cross-holding by selling the shares.
3. The Company exercises voting rights for cross-shareholdings after comprehensively
considering factors such as financial results and other status, whether the content ofproposals conforms to the Group’s purpose of holding, and particularly for proposals oforganizational restructuring, anti-takeover measures, and capital increase or decrease,
whether or not it would contribute to maintaining and increasing the corporate value ofinvestee companies, or raise concern about unreasonable damage to shareholder value.
(Related Party Transactions)
Article 8
In principle, the Company engages in transactions with major shareholders and otherrelated parties under normal trading terms and conditions. If a director engages in atransaction under special or unusual trading terms and conditions, or a transaction thatconflicts with the Company’s interest, the director must obtain approval of the Board of
Directors.
Chapter 3 Responsibilities of the Board of Directors(Roles and Responsibilities of the Board of Directors)
Article 9
1. The Board of Directors is responsible for the company’s decision making concerning
important matters of business execution and oversees the directors’ and executive
officers’ execution of duties.
2. Bearing in mind its fiduciary responsibility and accountability to shareholders, theBoard of Directors appropriately fulfills its roles and responsibilities, including thefollowing matters, to promote sustainable growth and the increase of the corporate valueof the Company over the medium and long term and to enhance profitability and capitalefficiency.

4(1) Indicating the Company’s vision;(2) Undertaking the development of systems to ensure the appropriateness ofoperations, including establishing an environment that supports appropriate risk-taking
by senior management; and(3) Carrying out effective oversight of management from an independent and objective
point of view.
3. The Board of Directors endeavors to foster a climate where free, open and constructive
discussions and exchanges of views take place, including the raising of concerns byoutside directors.
4. The Board of Directors carries out appropriate and efficient institutional operation
based on separately stipulated Board of Directors Regulations (Note 1) in addition tomatters stipulated by laws and regulations or the Articles of Incorporation.
5. In order to carry out appropriate and efficient institutional operation as described in thepreceding paragraph and to properly support to outside directors, the Company shallestablish the Board of Directors Operations Office under the Board of Directors.
(Composition of the Board of Directors)
Article 10
1.The Company endeavors to ensure that the Board of Directors as a whole has abalanced composition of diverse knowledge and professional expertise and achieve
diversity in respect of gender, nationality, professional experience, and age, while
maintaining an appropriate number of members to enable effective and efficientperformance of the Board of Directors’ functions within the maximum number stipulated
in the Articles of Incorporation.
2 The Board of Directors identifies the skills that it should possess in light of its
management strategy, and formulates and discloses a skills matrix that lists theknowledge, experience, and abilities of each director and auditor & supervisory board
member.
3. The Board of Directors has established and disclosed Standards for The
Independence of outside directors or outside audit & supervisory board members(“Independence Standards”; see the Annex1) in accordance with the independence
standards prescribed in the Guidelines for Listing Management established by the Tokyo
Stock Exchange.
4. The Board of Directors shall ensure discipline with due consideration to protection of
the rights of shareholders and the interests of general shareholders and shall appoint
two or more independent outside directors to strengthen management decision-making

5and the oversight function from an outside perspective.
5.The Board of Directors shall, in principle, have at least 1(one) director (excluding
outside directors) who is not appointed as an executive officer from the viewpoint ofappropriately supervising the execution of duties by directors and executive officers.
(Hereinafter referred to as “internal directors other than executive directors”).
(Qualification for Directors and Nominating and Dismissing Procedure)
Article 11
1. The Company’s directors shall be persons having superior character, discernment,
capabilities, and considerable experience as well as high ethical standards.
2. In appointing director candidates, the Company makes judgments chiefly on the basisof personal character, without regard to gender, age, nationality, or other attributes, butalso considers diversity.
3 In order to ensure fairness and transparency, candidates for Directors shall be
determined by the Board of Directors after deliberation by the Nomination andRemuneration Advisory Committee, including the perspectives of diversity of gender andskills, as stipulated in Article 14 of these Guidelines.
4. In case that any director of the Company no longer meets the Company’s appointment
criteria set forth in Paragraph 1 above or is found not sufficiently fulfilling expected duties,
the Board of Directors determines a proposed removal of special title of the director ordismissal of the director following deliberation by the Nomination and Remuneration
Advisory Committee.
(Qualification for Audit & Supervisory Board Members and Nominating Procedure)
Article 12
1. The Company’s audit & supervisory board members shall be persons having superior
character, discernment, capabilities, considerable experience and high ethical standards
as well as necessary knowledge of finance, accounting and the law. At least one audit &supervisory board member of the Company shall be a person with sufficient knowledgeof finance and accounting.
2. In appointing audit & supervisory board member candidates, the Company makes
judgments chiefly on the basis of personal character, without regard to gender, age,nationality, or other attributes, but also considers diversity.
3. In order to ensure fairness and transparency, candidates for Corporate Auditors(including substitute Corporate Auditors) shall be decided by the Board of Directors after
deliberation by the Nomination and Remuneration Advisory Committee as stipulated in

6Article 14 of these Guidelines, including the perspectives of diversity of gender and skills,
after obtaining the consent of the Board of Corporate Auditors.
(Chairperson of the Board of Directors)
Article 13
1.The Company shall have a Chairperson of the Board of Directors as determined by the
Board of Directors.
2. The Chairperson of the Board of Directors shall play a central role in the overall
operation of the Board of Directors and shall be responsible for the timely andappropriate selection of agenda items, assisting supervision by outside officers, andensuring active and constructive deliberations. In this way, they are responsible forcontributing to the Board of Directors’ decision--making regarding important business
operations and the supervision of the execution of duties by the directors and executive
officers.
3. In order to appropriately fulfill the roles and responsibilities of the preceding paragraph,
the Chairperson of the Board of Directors shall in principle, be selected from among theindependent outside directors stipulated in Article 10, Paragraph 4 and internal directors
other than the executive directors stipulated in Paragraph 5 of the same article.
(Establishment of the Nomination and Remuneration Advisory Committee)
Article 14
1. The Company has formed the Nomination and Remuneration Advisory Committee
as voluntary committees of the Board of Directors.
2. The Nomination and Remuneration Advisory Committee shall consist of all
independent outside directors and a few other directors, a majority of whom shall be
independent outside directors. Members of the Nomination and Remuneration
Advisory Committee shall be selected by a resolution of the Board of Directors.
3. The chairman of the Nomination and Remuneration Advisory Committee shall beselected from among its members.
4. The Nomination and Remuneration Advisory Committee deliberate on the following
matters and report to the Board of Directors if necessary.
(1) Selection of Chairman of the Nomination and Remuneration Advisory Committee.
(2) Appointment of director candidates and audit & supervisory board member
candidates, or dismissal of directors and audit & supervisory board members(3) Remuneration for directors;(4) Succession planning for the president and chief executive officer (president and7executive officer);(5) Amendment or abolition of Corporate Governance Guidelines(6) Analysis and evaluation of the effectiveness of the Board of Directors as a whole;(7) Matters concerning advisor, etc. who assumed the post after retiring from
representative director and president; and(8) Other matters referred by the Board of Directors.
5. If the Board of Directors receives a report from the Nomination and Remuneration
Advisory Committee on a matter to be resolved, the Board of Directors shall deliberate
and make a decision, fully respecting the contents of the report.
(Responsibilities of Directors)
Article 15
Directors, aware that they are elected by the shareholders and entrusted withmanagement, owe a duty of care of a prudent manager and duty of loyalty and act in theinterest of the Company and the common interests of its shareholders.
(Outside Directors)
Article 16
1. The outside directors recognize that they are expected to fulfill their roles andresponsibilities and strive to appropriately execute their duties, particularly from thefollowing perspectives.
(1) On the basis of their knowledge, the outside directors offer appropriate advice fromthe perspective of achieving sustainable growth and the increase of the corporate
value of the Company over the medium to long term.
(2) The outside directors perform management oversight through the appointment andremoval of management and other important decision-making by the Board of
Directors.
(3) The outside directors perform oversight of conflicts of interest between the
Company’s management and major shareholders and other parties.
(4) The outside directors appropriately reflect the views of minority shareholders andother stakeholders at Board of Directors meetings from a position of independence
from senior management and major shareholders.
2. The outside directors promote cooperation with the audit & supervisory board
members, audit & supervisory board, independent accounting auditor, and internal audit
division and endeavor to obtain information.
The outside directors, as necessary, exchange information and develop a shared

8awareness among the outside directors and between the outside directors and outside
audit & supervisory board members.
(Responsibilities of Audit & Supervisory Board Members and the Audit &Supervisory Board)
Article 17
1. The audit & supervisory board members and audit & supervisory board, in fulfilling
their roles and responsibilities such as auditing the directors’ performance of duties,
appointing and removing the audit & supervisory board members and outside
independent accounting auditor, the corporate auditor and exercising authority pertaining
to audit fee, make appropriate judgments from an independent, objective standpoint andappropriately express their opinions to the Board of Directors or management in keepingwith their fiduciary responsibility to shareholders.
2. With respect to the preceding paragraph, the outside audit & supervisory board
members recognize that they are particularly expected to express audit opinions
objectively and from an independent position, in keeping with their independence andthe reason for their election, and endeavor to appropriately execute their duties.
(Independent Accounting Auditor)
Article 18
1. The Company, recognizing that the independent accounting auditor plays an importantrole in ensuring the reliability of financial reporting through accounting audits,
appropriately determines the appointment, removal, and non-reappointment of the
independent accounting auditor at the audit & supervisory board.
2. The Company endeavors to provide the independent accounting auditor with an audit
environment that makes possible high-quality auditing, such as providing opportunities
for interviews with senior management, audit & supervisory board members, and otherdepartments necessary at the time of auditing and ensuring sufficient auditing time.
(Director and Audit & Supervisory Board Member Training)
Article 19
1. The Company provides directors and audit & supervisory board members newly
appointed from outside the Company with opportunities to acquire necessary knowledgeof the Company’s business lines, financial position, organization, and other matterswithin a reasonable period after taking office.
2. So that the directors and audit & supervisory board members appropriately perform9

the roles and responsibilities expected of them, the Company provides opportunities toacquire knowledge on matters such as their legal authority and responsibilities for the
purpose of deepening understanding of their roles and responsibilities. The Company
also utilizes training from external organizations as necessary and assists with the cost.
(Evaluation of Board of Directors Effectiveness)
Article 20
The Board of Directors analyzes and evaluates the effectiveness of the Board of
Directors as a whole each year, discloses a summary of the results, and undertakes
necessary improvements.
(Remuneration for Directors)
Article 21
1. With regard to remuneration for directors, the Company has separately establishedthe Executive Remuneration Regulations, has increased incentive and motivation to
improve the Company’s business performance and increase the share price byincreasing linkage between remuneration and business performance and shareholderinterests, and, from the perspective of promoting achievement of the company objective“Securing stable business performance and growth and increasing corporate value,” hasintroduced performance-linked remuneration and stock remuneration as variable
remuneration in addition to basic remuneration paid as fixed remuneration (Note 2).
2. Remuneration for outside directors and audit & supervisory board members consistsof fixed remuneration only, since the concept of short-term incentives and equity
remuneration is unsuitable.
3.

Remuneration for Directors is decided by the Board of Directors within the annual

maximum remuneration amount resolved by the General Meeting of Shareholders, after
objectivity and transparency through deliberations by the Nomination and Remuneration
Advisory Committee as stipulated in Article 14 regarding the appropriateness andadequacy of the amount calculated in accordance with the provisions set out inParagraph 1.
Chapter 4 Ensuring Diversity(Approach to Ensuring Diversity)
Article 22
1. The Company believes that diversity is a key growth driver and bringing together
different strengths, viewpoints and values generates the innovation that creates new10

value, and leads to sustainable growth for the Group. We are working to promote
diversity with the goal of creating a workplace where every employee can maximize theirfull potential, regardless of age, sex, nationality, sexual orientation, gender identity, race,
ethnicity or disability.
2. Given a background of responding to diversifying market needs, we consider
empowering women in the workplace to be a particularly important management priority.
To secure talented human resources, we are working on measures to promote roles for
women aimed at creating an environment in which women can demonstrate their abilities
and play an active role.
3.

In order to promote items 1 and 2, we will formulate and disclose the current status

and goals regarding women, non-Japanese, and mid-career hires, as well as humanresource development policies and internal environment improvement policies to ensure
diversity.
(Amendment and Abolition)
Article 23
The Board of Directors determines an amendment or abolition of these Guidelines
following deliberation by the Nomination and Remuneration Advisory Committee.

End of Document

11Note 1The Company has stipulated in the Board of Directors Regulations important matters ofBoard of Directors operation, such as the rules for holding and convening meetings andresolution. The principal matters that the Board of Directors itself resolves are as follows,
and the Board delegates other matters to the president and chief executive officer (arepresentative director).
1) Determination and alteration of the medium-term management plan, annual
management plan2) Convocation of the General Meeting of Shareholders and proposals submitted at
the General Meeting of Shareholders
3) Appointment and removal of representative directors and directors with special titles
4) Appointment and dismissal of executive officers, managers, and other key
employees and appointment and removal of executive officers with special titles
5) Approval of transactions conducted between directors and the Company
6) Approval of competitive transactions of directors
7) Important matters relating to shares
8) Issuance of bonds9) Capitalization of legal reserve10) Establishment, amendment and abolition of important regulations
11) The establishment, changes, and abolition of branch offices and other important
structures
12) The disposal and acquisition of important assets
13) Borrowing in a significant amount
14) Approval of the financial statements and consolidated financial statements
15) The development of systems necessary to ensure the propriety of operations16) Important matters related to business execution17) Matters delegated to the Board of Directors by resolution of the General Meetingof Shareholders (e.g. determination of remuneration of directors, Selection of the
Chairperson of the Board of Directors, etc.）
18) Other matters stipulated by laws and regulations, the Articles of Incorporation, or
resolutions of the General Meeting of Shareholders19) Other important matters the directors deem should be referred to the Board of
Directors

12Note 2
1. Remuneration paid to executive directors and executive officers consists of thefollowing three components:
1) Basic remuneration;2) Performance-linked remuneration (short-term incentive remuneration (annual
bonus); and3) Stock remuneration (medium- to long-term incentive remuneration (Board Benefit
Trust).
2. The mix of basic remuneration to variable remuneration is 1 to 0.7.
The ratio of performance-related remuneration to stock remuneration is 5:7.

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Annex 1
Independence Standards
The Company’s Board of Directors considers that an outside director or outside audit &supervisory board member (collectively “outside officer”) who falls under any of thefollowing items does not satisfy the independence requirements for outside officers.
1. An executing person of the Company or its consolidated subsidiary (the “Group”)
2. A person whose major business partner is the Group or an executing person of such
person
3. A major business partner of the Group or an executing person of such person
4. A consultant, accounting professional, or legal professional receiving a significant
amount of money or other assets from the Group other than executive compensation (ifthe entity receiving such assets is a corporation, association or other organization, thisrefers to a person belonging to such organization)
5. A major shareholder of the Company or an executing person of such shareholder
6. A person who receives a significant amount of donations from the Group or an
executing person of such person
7. An executing person of another corporation with a mutual appointment relationship ofoutside officers
8. A person whose close relative (“close relative” means a relative within the second
degree of kinship) falls under any of items 1 to 7 above (limited to a person in an
important position except for items 4 and 5)
9. A person who has fallen under any of items 2 to 8 above during the past three years
10. The criteria to determine independence in items 1 to 7 above at the discretion of theCompany shall be as follows.
Even if independence has been formally compromised, if it is determined after
comprehensive consideration of factors including other sound reasons that there issubstantive independence, the Company may recognize independence by making clear
the reasons.
(1) The Company recognizes the independence of persons who in the past have fallen
under item 1 above if they satisfy the eligibility requirements for outside officers
stipulated in Article 2 of the Companies Act.
(2) With regard to the interpretation of “major business partner” in items 2 and 3 above,
the Company deems a person is a major business partner in cases where there arecontinuing (including cases where continuation is expected) transactions amounting to
1% or more of annual consolidated total revenues in the most recent fiscal year related

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to the receipt of money or other assets in connection with the provision of services, etc.
(3) With regard to the criterion for “a significant amount of money or other assets” in 4
above, the Company determines independence according to whether or not a person
has obtained benefits of 10 million yen or more in money or other assets per year on
average over the past three years.
(4) “Major shareholder” in item 5 above refers to a shareholder whose percentage ofvoting rights exceeds 10%.
(5) With regard to “a person who receives a significant amount of donations from theGroup or its executing person” in 6 above, if the Group has made donations exceeding
10 million yen per year on average over the last three years, there is deemed to be
doubt about independence.
(6) If a close relationship with a “corporation with a mutual appointment relationship”
in item 7 above is recognized, such as if both corporations reciprocally elect officers
on a continuing basis and the other company does not have multiple outside officers
other than those from the Corporation, there is deemed to be doubt about
independence.
End of Document15