[NOTICE: This Notice of Convocation is a translation of the Japanese language original for
convenience purposes only, and in the event of any discrepancy, the Japanese language original shallprevail.]Securities code: 8593
June 9, 2020
NOTICE OF CONVOCATION OF
THE 49th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 49th Annual General Meeting of Shareholders (the “Meeting”)
of Mitsubishi UFJ Lease & Finance Company Limited (the “Company”) will be held as described below.
The Company suggests that you, regardless of your health condition, exercise your voting rights
by returning the completed voting form to the Company or electromagnetically (via the Internet) andconsider refraining from attending the Meeting in person.
Please review the attached “Reference Materials Concerning the General Meeting of
Shareholders” and exercise your voting rights.
Yours very truly,
Mitsubishi UFJ Lease & Finance Company Limited
Takahiro Yanai
President & CEO
5-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo

1

PARTICULARS
1. Date and Time of the Meeting:

Wednesday, June 24, 2020, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)

2. Place of the Meeting:Conference room of the Company
25F Shin-Marunouchi Building
at 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

3. Matters to be dealt with at the Meeting:
Matters for Reporting:
1. The Details of Business Report for the 49th Fiscal Year (from April 1, 2019 to March
31, 2020) and the Consolidated Financial Statements, and Results of the Audit of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board.
2. The Details of the Financial Statements for the 49th Fiscal Year (from April 1, 2019 toMarch 31, 2020).
Matters for Resolution:
First Item of BusinessElection of 9 (nine) Directors

Second Item of BusinessElection of 2 (two) Audit & Supervisory Board
Members- End -◎◎Of the documents required to be provided at the time of this notice of convocation of the Meeting,“Notes on Consolidated Financial Statements” and “Notes on Non-Consolidated Financial
Statements” are not included in the attached documents, as they are disclosed on the Company’s
website (https://www.lf.mufg.jp/), pursuant to laws and regulations, and the provisions ofArticle 15 of the Articles of Incorporation of the Company. The Consolidated Financial
Statements and the Financial Statements audited by Audit & Supervisory Board Members andthe Accounting Auditor in preparing the Audit Reports and Accounting Audit Reports comprisethe documents included in the attached documents, “Notes on Consolidated Financial
Statements” and “Notes on Non-Consolidated Financial Statements” disclosed on our website.
If any matters included in the attached documents and Reference Materials Concerning theGeneral Meeting of Shareholders are to be modified, we will post the revised matters on our
website (https://www.lf.mufg.jp/).

Request to Shareholders to Prevent the Infection and Spread of Novel Coronavirus (COVID-19)◎◎◎

To prevent the spread of the novel coronavirus (COVID-19) as well as risks of infection to ourshareholders, we suggests that shareholders exercise their voting rights by returning thecompleted voting form to the Company or via the Internet, regardless of their health condition,and consider refraining from attending the Meeting in person.
Shareholders planning to attend the Meeting in person are requested to check the latest COVID19 status in Japan on the date of the Meeting and their own health condition before attending
the Meeting, as well as take appropriate precautions such as wearing masks to prevent infection.
Shareholders attending in person may be asked to take their temperature before entering thevenue and disinfect their hands with alcohol disinfectant. As part of our prevention measure,shareholders who are found to have poor health may not be permitted to enter the venue. In
addition, the number of available seats at the venue will be considerably reduced from previous
2

◎

◎

years to allow more spacing between shareholders, and we may need to restrict admission ofshareholders who come to the venue.
Officers and operating staff at the venue will be wearing masks. In addition, although the number
of officers attending at the Meeting may be limited to a certain extent because of the limited
number of seats available, any questions from our shareholders will be answered by those
officers attending at the Meeting. We appreciate your kind understanding.
Should any material changes arise to the operation of the Annual Shareholders’ Meeting in
response to the latest COVID-19 status, new information will be posted on the Company’s
website. If you have any questions, please contact us via our website.
The Company’s website: https://www.lf.mufg.jp/

3

Guidance on Exercising Voting Rights
If refraining from attending the Meeting▌Exercise of voting rights in writing (voting right exercise form)
Please indicate your votes for or against the items of business on the enclosed voting
right exercise form and send the completed form to the Company by return mail.
Please note that if there is no indication of your vote for or against any item of business,
we will deem that you have voted for that item of business.
Deadline ►►► Tuesday, June 23, 2020, reach the Company no later than
5:10 p.m.
▌Exercise of voting rights via the Internet
Please access the voting right exercise website (https://evote.tr.mufg.jp/) via theInternet, and exercise your voting rights.
Please note that the website is available in Japanese only.
Deadline ►►► Tuesday, June 23, 2020, no later than 5:10 p.m.
For details, please review the “Instructions for Exercising Voting Rights via theInternet” shown on page 5.
If any voting right is exercised both via the Internet and by voting right exercise form, the one
exercised via the Internet will be deemed valid. In cases where any voting right is exercised
more than once via the Internet, the last voting right exercised will be deemed valid.
Electronic Voting
Right Exercise
Platform

Nominee shareholders (including standing proxies) such as trust and custody
service banks can use the electronic voting right exercise platform operated by
ICJ, Inc., if they have made prior applications to use the platform.

If attending the Meeting in person
Please submit the enclosed voting right exercise form to the receptionist at the Meeting.
If you are not attending the Meeting in person, you can designate one shareholder
holding voting rights as your proxy to attend the Meeting. In such case, however, adocument evidencing his/her appointment as proxy is required.
(If you are attending the Meeting in person, you are not required to exercise yourvoting rights in writing (voting right exercise form) or via the Internet.)
Date and time of the Meeting ►►► Wednesday, June 24, 2020, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)4

<Instructions for Exercising Voting Rights via the Internet>
Please use your “login ID” and “temporary password” provided on the voting right exercise form to log
on to the voting right exercise website (https://evote.tr.mufg.jp/), and state your approval or disapproval
by following the instructions on the screen. Please note that the website is available in Japanese only.
Note

If you wish to change the content of your voting after exercising voting right once via smart
exercise, please re-read the QR code and enter your “login ID” and “temporary password”
provided on the voting right exercise form.
Corporate Agency Division
For inquiries regarding the system, etc. Mitsubishi UFJ Trust and Banking Corporation(Helpdesk)
Phone: 0120-173-027 (Business hours: from 9:00 a.m.
to 9:00 p.m., toll-free within Japan)

5

[TRANSLATION]
REFERENCE MATERIALS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERS
Items of Business and Reference MattersFirst Item of BusinessElection of 9 (nine) Directors

The terms of office of all 9 (nine) Directors will expire at the close of this Meeting. Accordingly,
you are hereby requested to newly elect 9 (nine) Directors.
The candidates are as follows:
NumberCurrent Position andResponsibility at theCompany
Chairman(Representative Director)
President & CEO(Representative Director)
Deputy President(Representative Director)
Operations in general
Senior Managing Director;
In charge of Corporate
CenterManaging Director;
In charge of Corporate
CenterCandidate’s Name

1

Reappointment

Tadashi Shiraishi

2

Reappointment

Takahiro Yanai

3

Reappointment

Toshimitsu Urabe

4

Reappointment

Tsuyoshi Nonoguchi

5

Reappointment

Yoichi Shimoyama

6

Reappointment

Teruyuki Minoura

7

Reappointment

Toshio Haigou

8

Reappointment

Mitsumasa Icho

Outside Director

Director

9

Reappointment

Naomi Hayashi

Outside Director

Director

Outside Director
Independent Director
Outside Director
Independent Director

Director
Director

Outside Director...

Candidate for Outside Director

Independent Director...

Candidate to be registered with the Tokyo Stock Exchange and the Nagoya Stock
Exchange as independent director

6

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies

Number ofCompany’s
SharesOwned

April 1975
May 2009

1

Joined The Tokai Bank, Ltd.
Senior Managing Executive Officer andGeneral Manager, Corporate Banking
Group No. 2 of The Bank of TokyoMitsubishi UFJ, Ltd.
Reappointment
June 2010
Deputy President of Mitsubishi UFJ Lease30,100Tadashi Shiraishi& Finance Company Limited (the(February 17, 1953)
Company)
Concurrently served as Executive Officerof the Company
June 2012
President & CEO of the Company
June 2017
Chairman of the Company (incumbent)
Reasons for proposing the candidate as Director
Mr. Tadashi Shiraishi assumed the position of Deputy President of the Company in 2010 based on his
wealth of management experience at major financial institutions of Japan. After having served as the
President & CEO of the Company from 2012 to 2017, he has been presiding over the Board of Directors
as the Chairman since 2017. As he has sufficient experience and knowledge regarding the globallydeveloping business operations of the Company, we have determined that it is optimal for him to continue
being in charge of supervisory functions over business as the Chairman and aim for sustainable growthand improvement of corporate value over the medium and long term. We are therefore reappointing him
as a candidate for Director.
April 1982
May 2012

2

Joined The Mitsubishi Bank, Ltd.
Managing Executive Officer of The Bankof Tokyo-Mitsubishi UFJ Ltd. (BTMU)Managing Officer of Mitsubishi UFJ
Financial Group, Inc. (MUFG)
June
2015
Managing Director of BTMU
Reappointment
Managing Executive Officer of MUFG
9,200
Takahiro Yanai
May 2016
Senior Managing Executive Officer of(May 4, 1958)
BTMU
June 2017
President & CEO of Mitsubishi UFJ Lease& Finance Company Limited (theCompany) (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
Reasons for proposing the candidate as Director
Since 2017, Mr. Takahiro Yanai has served as the President & CEO of the Company as the chief ofbusiness execution based on a wealth of management experience at major financial institutions of Japan.
As he has sufficient experience and knowledge regarding the globally developing business operations of
the Company, we have determined that it is optimal for him to continue to take command of business as
the President & CEO and aim for sustainable growth and improvement of corporate value over the
medium and long term. We are therefore reappointing him as a candidate for Director.

7

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1978
April 20093

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Senior Vice President and Deputy Chief
Representative for China of Mitsubishi
Corporation, and President of Mitsubishi
Corporation (Hong Kong) Ltd.
April 2011
Senior Vice President and Senior Assistant
to Senior Executive Vice President, Human
Resources of Mitsubishi Corporation
April 2013
Executive Vice President, Group CEO,Business Service Group of Mitsubishi
Reappointment
Corporation
27,200Toshimitsu Urabe
April 2017
Advisor of Mitsubishi Corporation
June 2017
Deputy President of Mitsubishi UFJ Lease(October 2, 1954)& Finance Company Limited (theCompany) (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
June 2019
Outside Director of ADVANTEST
CORPORATION (incumbent)(Current responsibility)
Operations in general(Important Status in Other Companies)
Outside Director of ADVANTEST CORPORATION
Reasons for proposing the candidate as Director
Mr. Toshimitsu Urabe assumed the position of Deputy President of the Company in 2017 based on his
wealth of management experience at a major general trading company of Japan, and has been assisting
the President & CEO by supervising operations in general. As he has sufficient experience and knowledge
enabling him to be responsible for the globally developing business operations of the Company, we expect
him to continue to contribute to the sustained growth and improvement of corporate value over the
medium and long term as the Deputy President. We are therefore reappointing him as a candidate for
Director.

8

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1984
June 2011

4

Number ofCompany’s
Shares
Owned

Joined The Mitsubishi Bank, Ltd.
Executive Officer and General Manager,
Corporate Banking Business Promotion
Division of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
June 2012
Deputy General Manager, Credit
Supervision Department No. 1 of Mitsubishi
UFJ Lease & Finance Company Limited(the Company)
Reappointment
June 2012Managing Executive Officer of the
16,500Tsuyoshi Nonoguchi
Company(September 26, 1960) June 2013
Managing Director of the Company
Concurrently serves as Executive Officer of
the Company (incumbent)
June 2016
Senior Managing Director of the Company(incumbent)
June 2018
Outside Director of Hitachi Capital
Corporation(Current responsibility)
In charge of Corporate Center
Reasons for proposing the candidate as Director
Mr. Tsuyoshi Nonoguchi has a wealth of experience at major financial institutions of Japan, as well as
experience and knowledge in the corporate division accumulated through being involved in the globallydeveloping business operations of the Company. We expect him to utilize this background and continue tocontribute to the sustained growth and improvement of corporate value over the medium and long term as
the Executive Director. We are therefore reappointing him as a candidate for Director.

9Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1982
April 2012

5

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Senior Vice President and General
Manager, Finance Dept. of Mitsubishi
Corporation
April 2014
Senior Vice President and Deputy Regional
CEO, East Asia of Mitsubishi Corporation,
and President of Mitsubishi Corporation(Hong Kong) Limited
Reappointment
April 2017
Advisor of Mitsubishi Corporation
11,200
Yoichi Shimoyama
June 2017Managing Executive Officer of Mitsubishi(May 21, 1958)
UFJ Lease & Finance Company Limited(the Company)
June 2018
Managing Director of the Company(incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)(Current responsibility)
In charge of Corporate Center
Reasons for proposing the candidate as Director
Mr. Yoichi Shimoyama has a wealth of experience at a major general trading company of Japan, as well
as experience and knowledge in the corporate division accumulated through being involved in the
globally developing business operations of the Company. We expect him to utilize this background andcontinue to contribute to the sustained growth and improvement of corporate value over the medium andlong term as the Executive Director. We are therefore reappointing him as a candidate for Director.

10Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1967
June 2003

6

Number ofCompany’s
Shares
Owned

Joined Toyota Motor Co., Ltd.
Senior Managing Director, Member of theBoard of Directors of TOYOTA MOTORCORPORATION
Reappointment
June 2004
Executive Vice President of DAIHATSU
Outside Director
MOTOR CO., LTD. (DAIHATSU)
0
President of DAIHATSU
Independent Director June 2005
June 2010
Chairman of Toyota Boshoku Corporation
Teruyuki Minoura(ToyotaBoshoku)(October 5, 1943)
June 2012
Senior Advisor to the Board of Toyota
Boshoku
June 2013
Director of Mitsubishi UFJ Lease &Finance Company Limited (incumbent)
Reasons for proposing the candidate as Director
Mr. Teruyuki Minoura has a wealth of management experience and deep insight gained at major
manufacturing companies of Japan. We expect him to utilize this background and continue to contributeto the appropriate decision-making and oversight of overall management by the Board of Directors as
Outside Director based on his objective perspective independent from the Company’s management teamengaged in business execution. We are therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2019): 10 out of 10 times (100%)Term of office as an Outside Director: 7 years

11Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1981

7

Number ofCompany’s
Shares
Owned

Joined the Nagoya Railroad Co., Ltd.
(Nagoya Railroad)
July 2008
General Manager in charge of Supervision
No. 1, Affiliated Business Department of
Nagoya Railroad
June 2012
Director of Nagoya Railroad
July 2012
General Manager, Business Planning
Department of Nagoya Railroad
June 2014
Managing Director of Nagoya Railroad
Reappointment
Directorof Mitsubishi UFJ Lease &Outside Director
Finance Company Limited (incumbent)0
Independent Director June 2016
Senior Managing Director of Nagoya
Toshio Haigou
Railroad(September 25, 1957)
Division Director, Group Control HQ of
Nagoya Railroad
June 2018
Executive Vice-President of Nagoya
Railroad
June 2019
Representative Director & Executive VicePresident of Nagoya Railroad (incumbent)(Important Status in Other Companies)
Representative Director & Executive Vice-President of Nagoya
Railroad Co., Ltd.
Reasons for proposing the candidate as Director
Mr. Toshio Haigou has a wealth of management experience and deep insight gained at a major railroad
company of Japan. We expect him to utilize this background and continue to contribute to the appropriate
decision-making and oversight of overall management by the Board of Directors as Outside Director
based on his objective perspective independent from the Company’s management team engaged inbusiness execution. We are therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2019): 8 out of 10 times (80%)
Term of office as an Outside Director: 6 years

12Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1982
April 2012

8

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
General Manager, Machinery Group
Administration Department of Mitsubishi
Corporation
April 2014
Senior Vice President and General
Manager, Risk Management Department of
Mitsubishi Corporation
April 2017
Senior Vice President and General
Manager, Business Investment
Management Department of Mitsubishi
Corporation
January 2018
Executive Vice President, Corporate
Reappointment
Functional Officer, Regional Strategy forJapan, General Manager of Kansai Branch
Outside Director0of Mitsubishi Corporation
Mitsumasa Icho
Representative Director, Executive Vice
(January 19, 1960) June 2018
President of Mitsubishi Corporation
April 2019
Director, Executive Vice President andGroup CEO, Urban Development Group of
Mitsubishi Corporation
June 2019
Executive Vice President and Group CEO,Urban Development Group of Mitsubishi
Corporation (incumbent)
June 2019
Director of Mitsubishi UFJ Lease &Finance Company Limited (incumbent)(Important Status in Other Companies)
Executive Vice President and Group CEO, Urban Development
Group of Mitsubishi Corporation
Reasons for proposing the candidate as Director
Mr. Mitsumasa Icho has a wealth of management experience at a major general trading company of Japanand deep insight in the financial business. We expect him to utilize this background and continue tocontribute to the appropriate decision-making and oversight of overall management by the Board of
Directors as Outside Director based on his practical perspective. We are therefore reappointing him as a
candidate for Director.
Attendance at Board of Directors meetings (FY2019): 8 out of 8 times (100%)
The Board of Directors meeting was held 8 (eight) times after Mr. Mitsumasa Icho assumed office at theAnnual General Meeting of Shareholders in June 2019.
Term of office as an Outside Director: 1 year

13

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies

Number ofCompany’s
SharesOwned

April 1987
June 2013

Joined The Mitsubishi Bank, Ltd.
Executive Officer of Mitsubishi UFJ
Financial Group, Inc. (MUFG)
Executive Officer and General Manager,
Corporate Business Planning Division andGeneral Manager, Electronically Recorded
Monetary Receivables Strategy Office of
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(BTMU)
July 2015
Executive Officer and General Manager,
Corporate Planning Division of BTMU
January 2017Managing Executive Officer of BTMU
April 2018
Managing Executive Officer of MUFG
Bank, Ltd.
May 2018
Managing Corporate Executive & Group
Reappointment
CSO of MUFG (incumbent)
Outside Director
0Managing Executive Officer & CSO of
Naomi Hayashi
MUFG Bank, Ltd.
(March 16, 1965)
June 2018
Member of the Board of Directors,
Managing Executive Officer(Representative Director) & CSO of
MUFG Bank, Ltd.
Director of Mitsubishi UFJ Lease &Finance Company Limited (incumbent)
April 2020
Member of the Board of Directors,
Managing Executive Officer(Representative Director) of MUFG Bank,
Ltd. (incumbent)(Important Status in Other Companies)
Managing Corporate Executive & Group CSO of Mitsubishi
UFJ Financial Group, Inc.
Member of the Board of Directors, Managing Executive
Officer (Representative Director) of MUFG Bank, Ltd.
Reasons for proposing the candidate as Director
Mr. Naomi Hayashi has a wealth of management experience at major financial institutions of Japan anddeep insight in the financial business. We expect him to utilize this background and continue to contributeto the appropriate decision-making and oversight of overall management by the Board of Directors as
Outside Director based on his practical perspective. We are therefore reappointing him as a candidate for
Director.

9

Attendance at Board of Directors meetings (FY2019): 9 out of 10 times (90%)
Term of office as an Outside Director: 2 years(Notes)1. The candidate Mr. Toshio Haigou is a Representative Director & Executive Vice-President of
the Nagoya Railroad Co., Ltd. There is a transactional relationship including lease contracts
between the Nagoya Railroad Co., Ltd. and the Company; however, the amount is less than
1% of the consolidated operating revenues of the Nagoya Railroad Co., Ltd. or the consolidated
revenues of the Company for FY2019. He will resign from his office as Representative
Director & Executive Vice-President of Nagoya Railroad Co., Ltd. after the resolution at theOrdinary Shareholders Meeting of Nagoya Railroad Co., Ltd. to be held in late June, and be
14

2.

3.
4.

5.

appointed as Representative Director & Executive Vice-President of Meitetsu World Travel
Inc.
The candidate Mr. Naomi Hayashi is a Member of the Board of Directors, Managing Executive
Officer (Representative Director) of MUFG Bank, Ltd., which is one of the major lenders of
the Company. There is a transactional relationship including lease contracts and borrowings
between MUFG Bank, Ltd. and the Company.
There are no special interests between any of the other candidates and the Company.
To enable Outside Directors to fully perform their expected roles, the Company has stipulated
in its current Articles of Incorporation that the Company may enter into an agreement with
Outside Directors which limits their liability for damages to the Company due to the negligenceof their duties to a certain extent. The Company has already entered into limited liability
agreements with Messrs. Teruyuki Minoura, Toshio Haigou, Mitsumasa Icho, and Naomi
Hayashi and intends to extend such agreements.
The following provides a summary of such agreements.
1) Where an Outside Director is found liable for damages to the Company due to negligenceof his/her duties, he/she shall assume such liability for damages limited to the greater of apreviously determined amount of 8 million yen or more, or the minimum amount of liability
for damages prescribed in Article 425, Paragraph 1 of the Companies Act.
2) The limitation of liability mentioned above shall apply only where an Outside Director
performs his/her duties in good faith and his/her conduct incurring such liability is notgrossly negligent of his/her duties.
MUFG Bank, Ltd., of which the candidate Mr. Naomi Hayashi is a Director, has entered intoa Consent Order with the U.S. Office of the Comptroller of the Currency (OCC) relating to
deficiencies identified by the OCC in MUFG Bank, Ltd.’s Bank Secrecy Act/Anti-Money
Laundering compliance program.

15

Second Item of BusinessElection of 2 (two) Audit & Supervisory Board Members

Mr. Shota Yasuda will resign from his office as an Audit & Supervisory Board Member at theclose of this Meeting. Also, the term of office of Mr. Naohito Suzuki will expire at the closeof this Meeting. Accordingly, you are hereby requested to newly elect 2 (two) Audit &Supervisory Board Members.
The candidates are as follows:
The Company has already obtained approval from the Audit & Supervisory Board with respect
to the proposal of this item of business.
NumberCandidate’s Name

1

Reappointment

Naohito Suzuki

2

New appointment

Hiroko Kaneko

Current Position at theCompany
Audit & Supervisory
Board Member

Outside Audit &Supervisory Board Member
Independent Auditor

Outside Audit & Supervisory
Board Member...

Candidate for Outside Audit & Supervisory Board Member

Independent Auditor...

Candidate to be registered with the Tokyo Stock Exchange and the Nagoya
Stock Exchange as independent auditor

16Number

Candidate’s Name
(Date of Birth)

Career Summary and
Representative Status in Other Companies

Number ofCompany’s
SharesOwned

April 1983
April 2009

1

Joined Diamond Lease Company Limited
General Manager, Information System
Department of Mitsubishi UFJ Lease &Finance Company Limited (the Company)
July 2012
General Manager, Information System
Reappointment
Department of the Company
12,100Naohito Suzuki
June 2013
Executive Officer and General Manager,
Information System Department of the(December 28, 1960)
Company
May 2015
Managing Executive Officer of theCompany
June 2016
Audit & Supervisory Board Member of theCompany (incumbent)
Reasons for proposing the candidate as Audit & Supervisory Board Member
Mr. Naohito Suzuki has a wealth of experience at the Company as well as knowledge over finance andaccounting etc., having mainly engaged in operations related to accounting and information systems sincejoining the Company and served as Managing Executive Officer.We expect him to continue to contributeto ensuring the soundness of management of the Company by conducting audit from his practicalperspective. We are therefore reappointing him as a candidate for Audit & Supervisory Board Member.
April 1980

2

Joined The Sapporo Television
Broadcasting Co., Ltd.
October 1989
Joined Ota Showa Audit Corporation(currently ERNST & YOUNG
SHINNIHON LLC)
February 1993
Registered as certified public accountant
May 2007Partner of ERNST & YOUNG
New appointment
SHINNIHON (currently ERNST &YOUNG SHINNIHON LLC)
Outside Audit &
July
2010
SeniorPartner of ERNST & YOUNG
Supervisory
SHINNIHONLLCBoard Member0
April 2018
Professor at Waseda Graduate School of
Independent Auditor
Accountancy (incumbent)
Hiroko Kaneko
June 2018
Audit & Supervisory Board Member of
The Shoko Chukin Bank, Ltd. (incumbent)(March 28, 1958)
June 2019
Director of Kanagawa Chuo Kotsu Co.,
Ltd. (incumbent)(Important Status in Other Companies)
Professor at Waseda Graduate School of Accountancy
Audit & Supervisory Board Member of The Shoko Chukin
Bank, Ltd.
Director of Kanagawa Chuo Kotsu Co., Ltd.
Reasons for proposing the candidate as Audit & Supervisory Board Member
Ms. Hiroko Kaneko has a wealth of experience gained at a major audit corporation and as a university
professor, as well as extensive knowledge as a professional accountant. We expect her to contribute toensuring the soundness of management of the Company as an Outside Audit & Supervisory Board
Member by utilizing this background and conducting audit from her neutral and objective perspective.
We are therefore appointing her as a new candidate for Audit & Supervisory Board Member.

(Notes)1. There are no special interests between the candidates and the Company.
2. To enable Outside Audit & Supervisory Board Members to fully perform their expected roles,
17the Company has stipulated in its current Articles of Incorporation that the Company may
enter into an agreement with Outside Audit & Supervisory Board Members which limits their
liability for damages to the Company due to the negligence of their duties to a certain extent.
Accordingly, the Company intends to enter into a limited liability agreement with Ms. Hiroko
Kaneko.
The following provides a summary of such agreements.
1) Where an Outside Audit & Supervisory Board Member is found liable for damages to theCompany due to negligence of his/her duties, he/she shall assume such liability for damages
limited to the greater of a previously determined amount of 8 million yen or more, or theminimum amount of liability for damages prescribed in Article 425, Paragraph 1 of theCompanies Act.
2) The limitation of liability mentioned above shall apply only where an Outside Audit &Supervisory Board Member performs his/her duties in good faith and his/her conduct
incurring such liability is not grossly negligent of his/her duties.
3. The Company will register Ms. Hiroko Kaneko with the Tokyo Stock Exchange and the
Nagoya Stock Exchange as independent auditor. She does not have any direct experience incorporate management, but by utilizing her wealth of experience gained at a major audit
corporation and as a university professor, as well as extensive knowledge as a professional
accountant, we expect her to conduct audit from her neutral and objective perspective andtherefore properly perform duties as an Outside Audit & Supervisory Board Member.

18

<Reference>● The Company’s Selection Standards for Directors and Audit & Supervisory Board Members
1. Directors and Audit & Supervisory Board Members should be mentally and physically soundenough to execute business.
2. Directors and Audit & Supervisory Board Members should be persons who are well respected,
possess excellent integrity and hold themselves to high ethical standards.
3. Directors and Audit & Supervisory Board Members should have a law-abiding spirit.
4. Directors and Audit & Supervisory Board Members should have the ability to make objective
judgments regarding management and have excellent insight and perspicacity.
5. In addition to 1. to 4. above, Outside Directors should (i) have experience, achievements andknowledge in their fields of specialty, and (ii) be able to contribute to the implementation of
appropriate decision making and management supervision of the Board of Directors.
● Independence Standards for Outside Directors and Audit & Supervisory Board Members
The Company shall judge the independence based upon the requirements for independent
directors and audit & supervisory board members set forth by the financial instruments
exchanges of Japan, such as the Tokyo Stock Exchange, through confirmation as to whether the
candidate at any time in the past three years has fallen under any of the following (1) through(6), and consideration as to whether the individual is objectively and substantially independent:(1) A major shareholder (a shareholder holding 10% or more of the total voting rights) of theCompany or an Executive (Note 1) thereof;(2) An Executive of a lender of the Company (Note 2) that exceeds the Company’s standard;(3) An Executive of a business partner of the Company (Note 3) that exceeds the Company’s
standard;(4) A consultant, attorney-at-law, certified public accountant, or other person who provides
professional services, that receives more than 10 million yen or more per fiscal year inmonetary or other assets from the Company, excluding executive compensation;(5) A representative partner or partner of the Company’s Accounting Auditor;(6) A person who belongs to an association which receives donations from the Company
exceeding a certain amount (Note 4).
Note 1
Note 2
Note 3Note 4

An Executive refers to an Executive Director, Executive Officer, or other employees.
A lender that exceeds the Company’s standard refers to a lender from whom the amountthe Company has borrowed exceeds 2% of the consolidated total assets of the Company.
A business partner that exceeds the Company’s standard refers to a business partner having
dealings with the Company worth more than 2% of the consolidated net sales of theCompany or of the business partner;
Donations exceeding a certain amount refers to a donation exceeding 10 million yen per
fiscal year.

Even if the candidate falls under any of the above (1) through (6), if said candidate is judged to be
substantially independent and is registered as an independent director or audit & supervisory board
member with the Financial Instruments Exchanges of Japan, such as the Tokyo Stock Exchange, thereason therefor shall be explained and disclosed at the time of the candidate’s election as an Outside
Director or Audit & Supervisory Board Member.

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