This is an excerpt translation of the Japanese original. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail.

Annual Securities Report(Report pursuant to Article 24, Paragraph 1 of the
Financial Instruments and Exchange Act)The 51st Fiscal Year(from April 1, 2021 to March 31, 2022)(E04788)-1-

Table of Contents
Page
Cover page
Part 1Company Information………………………………………………………………………………………………

4

Item 1

Overview of the Company and Its Consolidated Subsidiaries………………………………………………………

4

1. Summary of Business Results………………………………………………………………………………………

4

2. History………………………………………………………………………………………………………………

6

3. Description of Business……………………………………………………………………………………………

8

4. Overview of Subsidiaries and Affiliates……………………………………………………………………………

10

5. Employees …………………………………………………………………………………………………………

13

Item 2. Business Overview…………………………………………………………………………………………………

15

1. Management Policy, Business Environment and Tasks Ahead, Etc.…………………………………………………

15

2. Risk Factors …………………………………………………………………………………………………………

21

3. Management’s Analyses of Consolidated Financial Position, Operating Results and Cash Flows…………………

29

4. Material Agreements, Etc. …………………………………………………………………………………………

42

5. Research and Development Activities………………………………………………………………………………

42

Item 3. Property, Plants and Equipment………………………………………………………………………………………

43

1. Leased Assets………………………………………………………………………………………………………

43

2. Assets for Own Use…………………………………………………………………………………………………

43

Item 4. Information on the Company………………………………………………………………………………………

44

1. Information on the Company’s Shares, Etc.…………………………………………………………………………

44

2. Acquisitions, etc. of Treasury Shares………………………………………………………………………………

54

3. Dividend Policy………………………………………………………………………………………………………

55

4. Corporate Governance, Etc.…………………………………………………………………………………………

56(Note) This document is an excerpt translation of the Annual Securities Report (The 51st Fiscal Year from April 1, 2021 to March
31, 2022), which was originally prepared in Japanese, that covers up to “Item 4. Information on the Company.” For details
regarding “Item 5. Financial Information” of the Annual Securities Report prepared in Japanese, please refer to Financial
Information 2022 (For the year ended March 31, 2022).

-2-

CoverDocument title

Annual Securities Report (“Yukashoken Hokokusho”)

Clause of stipulation

Article 24, Paragraph 1 of the Financial Instruments and Exchange Act

Place of filing

Director-General of the Kanto Local Finance Bureau

Filing dateJune 28, 2022

Fiscal year

The 51st Fiscal Year (from April 1, 2021 to March 31, 2022)

Company name

Mitsubishi HC Capital Inc.

Company name in English

Mitsubishi HC Capital Inc.

Title and name of representative

Takahiro Yanai, Representative Director, President & CEO

Address of registered head office

5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Telephone number+81-3-6865-3004

Name of contact person

Toru Fukuyama, Senior Corporate Officer, General Manager of Accounting
Department

Nearest place of contact

5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Telephone number+81-3-6865-3004

Name of contact person

Toru Fukuyama, Senior Corporate Officer, General Manager of Accounting
Department

Place for public inspection

Tokyo Stock Exchange, Inc.
(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)
Nagoya Stock Exchange, Inc.
8-20, Sakae 3-chome, Naka-ku, Nagoya, Aichi
Mitsubishi HC Capital Inc. Nagoya Office(22-24, Marunouchi 3-chome, Naka-ku, Nagoya, Aichi)
Mitsubishi HC Capital Inc. Omiya Branch(11-3, Sakuragicho 1-chome, Omiya-ku, Saitama, Saitama)
Mitsubishi HC Capital Inc. Yokohama Branch(11-5, Kitasaiwai 1-chome, Nishi-ku, Yokohama, Kanagawa)
Mitsubishi HC Capital Inc. Osaka Office(1-1, Fushimimachi 4-chome, Chuo-ku, Osaka, Osaka)
Mitsubishi HC Capital Inc. Kobe Branch(48, Akashimachi, Chuo-ku, Kobe, Hyogo)(Note) On April 1, 2021, the Company (the former Mitsubishi UFJ Lease & Finance Company Limited; hereinafter “Mitsubishi
UFJ Lease & Finance”) executed a business integration with Hitachi Capital Corporation (“Hitachi Capital”) and changed
the trade name to Mitsubishi HC Capital Inc. (“Mitsubishi HC Capital”) on the same day.
For the previous fiscal year, figures for Mitsubishi UFJ Lease & Finance are shown in “1. Summary of Business Results” of“Item 1. Overview of the Company and Its Consolidated Subsidiaries,” “1. Consolidated Financial Statements, Etc.” of “Item5. Financial Information,” and “2. Non-Consolidated Financial Statements, Etc.” of “Item 5. Financial Information” of thisReport.
The figures for the previous fiscal year in “3. Management’s Analyses of Consolidated Financial Position, Operating Resultsand Cash Flows” of “Item 2. Business Overview,” are the sum of the figures for Mitsubishi UFJ Lease & Finance and thosefor Hitachi Capital (IFRS standards) converted into J-GAAP basis in a simplified manner, which are reclassified to conformto the new segmentation after integration and presented as reference value.

-3-Part 1 Company Information
Item 1. Overview of the Company and Its Consolidated Subsidiaries
1. Summary of Business Results(1) Consolidated
Fiscal year

47th

Year ended

48th

49th

50th

51st

March 31, 2018 March 31, 2019 March 31, 2020 March 31, 2021 March 31, 2022

Revenues(Millions of yen)

869,948864,224

923,768

947,658

1,765,559

Recurring income(Millions of yen)

86,17787,60594,37664,968117,239

Net income attributable toowners of the parent(Millions of yen)

63,67968,79670,75455,314

99,401

Comprehensive income(Millions of yen)

65,28366,71848,29653,066

174,586

Total equity(Millions of yen)731,124

778,582

798,820

817,906

1,333,467

Total assets(Millions of yen)

5,552,712

5,790,929

6,285,966

6,014,896

10,328,872

Equity per share(Yen)

794.43846.97872.78901.66912.19Earnings per share

(Yen)

71.57

77.28

79.44

62.07

69.24

Diluted earnings per share

(Yen)

71.31

76.99

79.14

61.84

69.06

Equity ratio

(%)

12.7

13.0

12.4

13.4

12.7

Return on equity

(%)

9.3

9.4

9.2

7.0

8.0

Price earnings ratio(Times)

8.7

7.3

6.7

10.8

8.2

Cash flows from operating
activities(Millions of yen)

(50,751)(239,403)(252,199)

199,314

195,845

Cash flows from investing
activities(Millions of yen)

(31,962)(34,063)(32,988)1,220(107,879)

Cash flows from financing
activities(Millions of yen)

147,611299,752

552,320(372,808)(192,157)

Cash and cash equivalents at(Millions of yen)
the end of the year

160,124

186,489455,588286,213520,083

3,126
(355)

3,217
(283)

3,301
(277)

3,284
(372)

8,803
(1,569)Number of employees(Separately, average number(Persons)of temporary employees)(Note) As stated in “Notes to Changes in Accounting Policies” in “1. Consolidated Financial Statements, Etc.” of “Item 5. Financial
Information,” changes in accounting policies for the fiscal year under review are retroactively applied, and for the 50th fiscal
year, figures after retroactive application are presented.

-4-(2) Management indicators of the submitting company, etc.
Fiscal year

47th

Year ended

48th

49th

50th

51st

March 31, 2018 March 31, 2019 March 31, 2020 March 31, 2021 March 31, 2022

Revenues(Millions of yen)

469,586

474,081

470,854492,019

838,475

Recurring income(Millions of yen)

38,43150,791

41,087

61,392

34,008Net income(Millions of yen)

29,89946,27938,76863,39951,584

Share capital(Millions of yen)

33,19633,19633,19633,19633,196

895,834,160

895,834,160

895,834,160

895,834,160

1,466,912,244

Total number of issued shares(Shares)

Total equity(Millions of yen)

481,561

497,324508,589

557,554880,601

Total assets(Millions of yen)

3,951,111

4,236,814

4,476,092

4,181,294

5,700,025

Equity per share(Yen)

539.50556.83569.07623.69612.00

Dividend per share(of the above interim dividend
per share)

(Yen)

18.00
(7.50)

23.50(9.50)

25.00(12.50)25.50(12.75)28.00(13.00)Earnings per share

(Yen)

33.61

51.99

43.53

71.14

35.93

Diluted earnings per share

(Yen)

33.48

51.79

43.36

70.87

35.84

Equity ratio

(%)

12.2

11.7

11.3

13.3

15.4

Return on equity

(%)

6.5

9.5

7.7

11.9

5.7

Price earnings ratio(Times)

18.6

10.8

12.2

9.4

15.9

(%)

53.6

45.2

57.4

35.8

77.9

(Persons)

1,289
(103)

1,317
(105)

1,379
(105)

1,412
(112)

2,235
(289)

(%)
(%)

115.7
(115.9)109.1(110.0)107.8(99.6)

136.9(141.5)124.3(144.3)

(Yen)

753

760

728

699

670

(Yen)

526

480

445

437

521

Payout ratio
Number of employees(Separately, average number of
temporary employees)
Total shareholders return(Indicator: TOPIX Machinery
Index)
Highest share price of each fiscal
year
Lowest share price of each fiscal
year(Note)

1. The highest and lowest share prices are those on the Tokyo Stock Exchange (First Section).
2. As stated in “Notes to Changes in Accounting Policies” in “2. Non-Consolidated Financial Statements, Etc.” of “Item 5.
Financial Information,” changes in accounting policies for the fiscal year under review are retroactively applied, and forthe 50th fiscal year, figures after retroactive application are presented.

-5-2. History
Month and year

Former Mitsubishi UFJ Lease & Finance Company
LimitedFormer Hitachi Capital Corporation

September

Established Tokyo Hitachi Home Electric Appliance

1957

Geppuhanbai Corp. and Osaka Hitachi Home ElectricAppliance Geppuhanbai Corp. (merged with Hitachi
Geppan Corp. in December 1960).
Established Kyushu Hitachi Home Electric ApplianceMay 1958

Geppuhanbai Corp. and Nagoya Hitachi Home
Electric Appliance Geppuhanbai Corp. (merged with
Hitachi Geppan Corp. in December 1960).
Established Hitachi Geppan Corp. (changed its trade

August 1960

name to Hitachi Credit Corp. in January 1969).
April 1971

Established Diamond Lease Company Limited with a
total of 16 companies as shareholders, including 11
Mitsubishi Group companies, notably The Mitsubishi
Bank, Limited (currently MUFG Bank, Ltd.),
Mitsubishi Corporation, The Mitsubishi Trust andBanking Corporation (currently Mitsubishi UFJ Trustand Banking Corporation), Meiji Life Insurance
Company (currently Meiji Yasuda Life Insurance
Company), and Tokio Marine & Fire Insurance Co.,
Ltd. (currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.), as well as Nippon Life Insurance
Company, The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life Insurance
Company, Limited), and three affiliated companies of
The Chase Manhattan Bank (at that time).

December
1976

Listed on the Second Section of the Tokyo Stock
Exchange.

September
1979

Listed on the First Section of the Tokyo Stock
Exchange.

March 1985

Listed on the Second Section of the Tokyo Stock
Exchange.

September
1988

Listed on the First Section of the Tokyo Stock
Exchange.

October 1999
October 2000

Merged with Ryoshin Leasing Corp.
Merged with Hitachi Leasing Corp. and changed its
trade name to Hitachi Capital Corp.

April 2007

Merged with UFJ Central Leasing Co., Ltd. andchanged its trade name to Mitsubishi UFJ Lease &Finance Company Limited.
Listed on the First Section of the Nagoya Stock
Exchange.

August 2016

Mitsubishi UFJ Lease & Finance Company Limited and Hitachi Capital Corp. entered into a capital and businessalliance.

-6-

Month and year
April 2021

Mitsubishi HC Capital Inc.
Mitsubishi UFJ Lease & Finance Company Limited merged with Hitachi Capital Corp. and changed its tradename to Mitsubishi HC Capital Inc.

November
2021
April 2022

Acquired all shares of CAI International, Inc. and made it a consolidated subsidiary.
Following the reorganization of market segments on the stock exchanges, shifted to the Prime Market of theTokyo Stock Exchange and the Premier Market of the Nagoya Stock Exchange.

-7-

3. Description of Business
The Group consists of the Company, 467 subsidiaries and 102 affiliates. Other affiliated companies include Mitsubishi Corporationand Mitsubishi UFJ Financial Group, Inc.
(1) On April 1, 2021, the Company (the former Mitsubishi UFJ Lease & Finance Company Limited; hereinafter “Mitsubishi
UFJ Lease & Finance”) executed a business integration with Hitachi Capital Corporation (“Hitachi Capital”) and changed
the trade name to Mitsubishi HC Capital Inc. (“Mitsubishi HC Capital”). In connection with the business integration, theCompany reorganized the reportable segments of Mitsubishi UFJ Lease & Finance and Hitachi Capital and the reportablesegments have been changed to 10 segments of “Customer Business,” “Account Solution,” “Vender Solution,” “LIFE,” “RealEstate,” “Environment & Renewable Energy,” “Aviation,” “Logistics,” “Mobility,” and “Others” effective April 1, 2021.
“Healthcare,” “Infrastructure & Investment,” and other businesses were integrated as “Others” according to integration
standard stipulated on “Accounting Standard for Disclosures about Segments of an Enterprise and Related Information.”
Description of the reportable segments and main services and business description after the change are as follows.
Reportable segments

Main services and business description

Customer Business

Finance solutions for corporations

Account Solution

Financial services for companies, government agencies, and vendors

Vendor Solution

Sales finance provided through collaboration with vendors

LIFE

Real Estate

Development, operation, and leasing of logistics and commercial facilities
Community development
Food and agriculture and living essentials industry
Non-life insurance
Real estate securitization financeReal estate revitalization investment business
Real estate asset management business
Real estate leasing business

Environment & Renewable

Power generation by renewable energy

EnergyEnvironment-related equipment leasing and finance

Aviation

Logistics

Aircraft leasing businessAircraft engine leasing business
Marine container leasing business
Railway freight car leasing business
Auto leasing business

Mobility

Auto leasing business and supplementary services
Servicing
Trust service

OthersSettlement services
Medical equipment leasing and finance
Investment and financing to social infrastructure, etc.

We plan to change the reportable segments in the fiscal year ending March 31, 2023 along with the organizational changes.

-8-(2) Our business structure is shown below.
Other affiliatedcompanies< Segment >Mitsubishi Corporation

DFL Lease Company Limited
SHUTOKEN LEASING CO., LTD.
ENGS Holdings Inc.
Mitsubishi HC Capital (Shanghai) Co., Ltd.
PT. Mitsubishi HC Capital and Finance Indonesia

Account solution

Mitsubishi HC Capital UK PLC
Mitsubishi HC Capital America, Inc.
Mitsubishi HC Capital Canada, Inc.
Mitsubishi HC Capital Leasing (Beijing) Co., Ltd.
Mitsubishi HC Capital Factoring (Shanghai) Co., Ltd.
Mitsubishi HC Capital (Hong Kong) Limited
Mitsubishi HC Capital Management (China) Limited
Mitsubishi HC Capital Asia Pacific Pte. Ltd.
Mitsubishi HC Capital (Thailand) Co., Ltd.

Vendor solution

Mitsubishi HC Business Lease Corporation

Life

Real estate

Capital Insurance Corporation
Mitsubishi HC Capital Community Corporation
PT HCD Properti Indonesia
Mitsubishi HC Capital Property Inc.
Diamond Asset Finance Company Limited
Mitsubishi HC Capital Reality Inc.

Environment/
renewable energy

Mitsubishi HC Capital Energy Inc.

Aviation

JSA International Holdings, L.P.
Engine Lease Finance Corporation

Logistics

Beacon Intermodal Leasing, LLC
PNW Railcars, Inc.
CAI International, Inc.

Mobility

Mitsubishi HC Capital Auto Lease Corporation

Other

JAPAN MEDICAL LEASE CORPORATION
Japan Infrastructure Initiative Company Limited
MHC America Holdings Corporation-9-

Customers

Mitsubishi HC Capital Inc.

Mitsubishi UFJ Financial Group, Inc.

Customerbusiness< Major Consolidated Subsidiaries >4. Overview of Subsidiaries and Affiliates

Company nameLocation

Share capital

Principal business(Note 1)

Ownershiporownership
ratio ofvotingrights(%)

Relationship(Consolidated subsidiaries)
DFL Lease Company Limited(Note 2)Chuo-ku, Osaka,
Osaka¥3,700 million Customer Business

80

Loans of business
funds

Shutoken Leasing Co., Ltd.

Chiyoda-ku,
Tokyo¥3,300 million Customer Business

70.71

Loans of business
funds

ENGS Holdings Inc.

Itasca

US$0 thousand Customer Business

100

Mitsubishi HC Capital(Shanghai) Co., Ltd. (Notes 2
and 3)

Shanghai

US$55,000
Customer Businessthousand100

PT. Mitsubishi HC Capital and
Finance Indonesia (Notes 2, 3
and 4)

Jakarta

Rp400,000
Customer Businessmillion100
Debt guarantee(15)

Mitsubishi HC Capital UK
PLC (Notes 2 and 3)

Staines-uponThames

STG£110,668
Account Solution
thousand100

Debt guarantee

Mitsubishi HC Capital
America, Inc. (Notes 2 and 3)

Norwalk

US$180,000
Account Solution
thousand100

Debt guarantee

Burlington

CA$97,000
Account Solution
thousand100
Debt guarantee(100)

Beijing

US$170,000
Account Solution
thousand100
Debt guarantee(100)

Shanghai

RMB306,570
Account Solution
thousand

100
(100)

Hong Kong

HK$310,000
Account Solution
thousand

100
(100)

Hong Kong

HK$2,285,516
Account Solution
thousand100

Singapore

US$126,400
Account Solution
thousand100

Bangkok

THB1,100,000
Account Solution
thousandMinato-ku,
Tokyo¥10,000 million Vendor Solution

Capital Insurance Corporation(Notes 2 and 3)

Chiyoda-ku,
Tokyo¥6,200 million LIFE

Mitsubishi HC Capital
Community Corporation (Note3)

Minato-ku,
Tokyo¥80 million LIFE100

PT HCD Properti Indonesia(Notes 2 and 4)

Jakarta

Rp580,000
LIFE
million

63.45(63.45)

Mitsubishi HC Capital
Canada, Inc.
(Notes 2, 3 and 4)
Mitsubishi HC Capital Leasing(Beijing) Co., Ltd. (Notes 2, 3
and 4)
Mitsubishi HC Capital
Factoring (Shanghai) Co., Ltd.
(Notes 2, 3 and 4)
Mitsubishi HC Capital (HongKong) Limited(Notes 2, 3 and 4)
Mitsubishi HC CapitalManagement (China) Limited(Notes 2 and 3)
Mitsubishi HC Capital Asia
Pacific Pte. Ltd.
(Notes 2 and 3)
Mitsubishi HC Capital(Thailand) Co., Ltd.
(Notes 2, 3 and 4)
Mitsubishi HC Business Lease
Corporation(Notes 2 and 3)- 10 -

Debt guarantee

Debt guarantee
One concurrent
officer100
Debt guarantee(99.99)100

Loans of business
funds

79.36
Leasing of realestateLoans of business
fundsPrincipal business(Note 1)

Relationship

Company nameLocation

Mitsubishi HC Capital
Property Inc. (Note 3)

Chiyoda-ku,
Tokyo¥251 million Real Estate

100

Leasing of realestateLoans of businessfunds, etc.

Diamond Asset Finance
Company Limited (Note 2)

Chiyoda-ku,
Tokyo¥8,575 million Real Estate

100

Loans of business
funds

Mitsubishi HC Capital Reality
Inc. (Note 3)

Chiyoda-ku,
Tokyo¥300 million Real Estate

100

Loans of business
funds

Mitsubishi HC Capital Energy
Inc. (Note 3)

Chiyoda-ku,
Tokyo

Environment &¥150 million Renewable Energy

100

Loans of business
funds

100

Loans of business
funds
Debt guarantee

JSA International Holdings,
L.P. and its 26 subsidiaries(Note 2)

Cayman Islands
Grand Cayman,
etc.

Share capital

Ownershiporownership
ratio ofvotingrights(%)

US$742,183
AviationthousandEngine Lease FinanceCorporation (Note 4)

Shannon

US$1 thousand Aviation

100
Debt guarantee(100)

Beacon Intermodal Leasing,
LLC (Note 4)

Boston

US$1 thousand Logistics

100
(100)

PNW Railcars, Inc. (Notes 3
and 4)

Portland

US$1 thousand Logistics

100
(100)

CAI International, Inc.

San
Francisco

US$0 thousand Logistics

100

Mitsubishi HC Capital Auto
Lease Corporation (Note 3)

Minato-ku,
Tokyo¥300 million Mobility

100

Loans of business
funds¥100 million Others

100

Loans of business
funds¥17,500 million Others

95.1

Loans of business
fundsGroup financing
US$0 thousand business

100

Debt guarantee
One concurrent
officer¥1,010 million Customer Business45

Leasing ofequipment, etc.

JAPAN MEDICAL LEASECORPORATION

Shinagawa-ku,
TokyoJapan Infrastructure Initiative
Company Limited (Note 2)

Chiyoda-ku,
Tokyo

MHC America Holdings
Corporation (Notes 2 and 3)

New York

209 other companies(Affiliated companies accounted
for by the equity method)
Mitsubishi Electric Credit
Corporation

Shinagawa-ku,
Tokyo

Mitsubishi Auto Leasing
Holdings Corporation

Minato-ku,
Tokyo

Chubu Electric Power & MHC
Germany Transmission GmbH
(Note 3)Dusseldorf¥300 million Logistics

EUR25 thousand Others

70 other companies- 11 -

50

49

Company nameLocation

Share capital

Principal business(Note 1)(Other affiliated companies)

Ownershiporownership
ratio ofvotingrights(%)

Relationship(Owned)Mitsubishi Corporation (Note5)

Chiyoda-ku,
Tokyo

Mitsubishi UFJ Financial
Group, Inc. (Notes 4 and 5)

Chiyoda-ku,
Tokyo¥204,446 million

General trading
company¥2,141,513 Bank holding
million company

18.39

Leasing ofequipment, etc.

20.05
(5.53)(Notes) 1. The “Principal business” column of consolidated subsidiaries other than MHC America Holdings Corporation indicatesthe name of the reportable segment of the principal business operated by the consolidated subsidiaries. Since MHC
America Holdings Corporation does not belong to any specific reportable segment, the business it operates is presented.
2. These companies are specific subsidiaries.
In addition, 4 of the 26 subsidiaries of JSA International Holdings, L.P. are specific subsidiaries.
3. These companies changed their trade names in the fiscal year under review.
4. The figure in parentheses in “Ownership or ownership ratio of voting rights” is the included number of indirect ownershipor the ownership ratio of indirect ownership.
5. It is a company that submits annual securities reports.

- 12 -

5. Employees(1) Consolidated(As of March 31, 2022)
Name of the segment

Number of employees

Customer Business

1,607

(193)

Account Solution

3,264

(224)

Vendor Solution

427

(142)

LIFE

321

(192)

Real Estate

338

(56)

Environment & Renewable Energy

121

(38)

Aviation

198

(10)

Logistics

408

(109)

Mobility

614

(198)

Others520(268)

Corporate

985

(139)

8,803

(1,569)Total(Notes) 1. Number of employees includes those seconded from outside of the Group to the Group, excluding those seconded fromthe Group to outside of the Group.
2. The figures in parentheses in the column of the number of employees indicate the average number of temporary employees
employed during the fiscal year under review.
3. The number of temporary employees includes part-timers, temporary employees, and employees on temporary contracts.
4. As a result of the business integration resulting from the merger with Hitachi Capital Corp. on April 1, 2021, the numberof employees increased significantly from the end of the previous fiscal year.
5. The reportable segments have been changed from the fiscal year under review. Details are as described in “Notes to
Segment Information, Etc.” in “1. Consolidated Financial Statements, Etc.” of “Item 5. Financial Information.”
6. The number of employees listed as “Corporate” refers to those belonging to administrative divisions that cannot beclassified into specific segments.

- 13 -

(2) Status of submitting company
Number of employees
2,235

Average age(289)

Average length of service

40.4(As of March 31, 2022)
Average annual salary(Thousands of yen)

15.5 years

Name of the segment

8,660
Number of employees

Customer Business

648

(65)

Account Solution

220

(35)

Vendor Solution

4

(－)

LIFE

47

(8)

Real Estate

43

(2)

Environment & Renewable Energy

50

(7)

Aviation

47(5)

Logistics

37(－)

Mobility

5(2)

Others153(26)

Corporate

981

(139)

2,235

(289)

Total

(Notes) 1. Excluding employees seconded from the Company to other companies, number of employees includes employees
seconded from other companies to the Company.
2. The figures in parentheses in the column of the number of employees indicate the average number of temporary employees
employed during the fiscal year under review.
3. The number of temporary employees includes part-timers, temporary employees, and employees on temporary contracts.
4. Average annual salary includes bonuses and non-standard wages.
5. As a result of the business integration resulting from the merger with Hitachi Capital Corp. on April 1, 2021, the numberof employees increased significantly from the end of the previous fiscal year. Average length of service includes the lengthof service at Mitsubishi UFJ Lease & Finance Company Limited and Hitachi Capital Corp. prior to the merger.
6. The reportable segments have been changed from the fiscal year under review. Details are as described in “Notes to
Segment Information, Etc.” in “1. Consolidated Financial Statements, Etc.” of “Item 5. Financial Information.”
7. The number of employees listed as “Corporate” refers to those belonging to administrative divisions that cannot beclassified into specific segments.
(3) Relationship with labor union
Some consolidated subsidiaries have labor unions.
There is nothing to be noted for labor-management relations.

- 14 -

Item 2. Business Overview
1. Management Policy, Business Environment and Tasks Ahead, Etc.
Forward-looking statements herein are based on the Group’s judgment as of the end of the fiscal year under review.
(1) Basic management policy
The Company has established the following “Our Mission,” “Our Vision” and “Action Principles” as its basic management
policy.
“Our Mission” is our long-term goal, “Our Vision” is the objectives to achieve our long-term goal, and the “Action Principles”
are the values and mindset to be held and actions to be taken by each and every employee in order to realize our Mission and
Vision.
◎ Our Mission
Contribute to a prosperous and sustainable future by creating social value through maximizing the potential of
assets.
◎ Our Vision
・ Solve social issues by developing unique and progressive businesses with consideration for the global environment.
・ Aim for sustainable growth through value co-creation with diverse stakeholders across the globe.
・ Enhance corporate value by evolving our business model through utilizing digital technology and data.
・ Foster an “open, creative and engaging” corporate culture that shapes each and every employee’s motivation andpride.
・ Aim to be a trusted company by complying with laws and regulations, as well as implementing ethical corporate
management.
◎ Action Principles
・ Challenge: Challenge ourselves to look forward to the future with a sense of responsibility and commitment.

・ Digital: Drive digital innovation and expertise.

・ Communication : Communicate openly and honestly to build mutual understanding and trust.
・ Diversity: Embrace diversity and respect each other.

・ Sustainability: Act in harmony with people, society and the earth to create a sustainable world.

・ Integrity: Maintain the highest standards of ethics and integrity.

- 15 -

(2) The Company’s management strategy in the medium to long term and issues to be addressed(i)Business environment
In recent years, there have been drastic changes in the external environment and there is an increasing need to recognize
megatrends, or the trends influencing domestic and international economies over the medium to long term, such as
geopolitics and the economy, climate change, expansion and evolution of technology, demographics, and wealthdisparities.
In this external environment, the roles required of the Group are changing to better resolve social issues through business
investment and operation, in addition to conventional leasing and finance. Moreover, in both during and after the COVID19 pandemic situation, business models at an industry level are expected to change rapidly at a speed which has exceeded
all expectations. In such circumstances that all companies are to adapt to the environmental changes, the prominence of
the Group, holding various asset-related functions and offering flexible services which are not limited to financial
functions, will increase further.
The Group will contribute to a sustainable and prosperous future by regarding these drastic environmental changes insociety and the relevant industries as new business opportunities and creating social value for various customers and local
communities.

(ii) Medium- to Long-term Management Direction
In order to achieve Our Mission, we have set forth our Medium- to Long-term Management Direction and our “Our 10year Vision,” which describes how we want to be recognized by our stakeholders and how we must transform to realize
Our Mission.
Our 10-year Vision“Our 10-year Vision” is to be “Together we innovate, challenge and explore the frontiers of the future.” This is inspiredby the following aspirations.
・To achieve our mission, continue to be an “innovator (who ventures into unexplored fields and creates innovation)”
who challenges the frontiers of the future without being bound by precedents.
・Anticipate the changes in society and the business environment including changes in global industrial structures,
accelerating digitalization and the increasing importance of sustainability, and continue addressing social issues thatcan be solved only by Mitsubishi HC Capital through approaches such as SX and DX with customers and partners.
We will achieve “Our 10-year Vision” through Medium-term Management Plans in three stages (Hop, Step, and Jump). The new
Medium-term Management Plan, which begins in fiscal 2023 (the fiscal year ending March 31, 2024), will serve as the
Hop.

Our
10-year
VisionTogether we innovate, challenge and explore the frontiers of the future To achieve our mission, continue to be an “innovator (who ventures into unexplored
fields and creates innovation)” who challenges the frontiers of the future without beingbound by precedents.
 Anticipate the changes in society and the business environment including changes in
global industrial structures, accelerating digitalization and the increasing importance ofsustainability, and continue addressing social issues that can be solved only by
Mitsubishi HC Capital through approaches such as SX and DX with customers andpartners.

1stMedium-term Management Plan

2nd
Medium-term Management Plan

Hop

Step

FYE3/2022

FYE3/2023*1

FYE3/2024

FYE3/2026

ROA*2

1.0%

1.1%

・・・

Approx. 1.5%

ROE*2
Payout Ratio

8.0%
40.4%

8.2%
40.5%

・・・

Approx. 10%
Approx. 40%(during the period of new Medium-term Management Plan)[Expected target]*1 The figures of the fiscal year ending March 31, 2023 are the forecast as of May 16, 2022.
*2 ROA and ROE are based on net income attributable to ow ners of the parent..

- 16 -

3rd
Medium-term Management Plan

Jump
FYE3/2029

FYE3/2032

Toward “Our 10-year Vision”
By working on “SX/DX” and “Business Portfolio Transformation,” we will promote CX and realize “Our 10-year Vision.”
CX above has two meanings: “Corporate Transformation: company-wide transformation” and “Customer Experience: creating
customer value.” We will realize CX “Customer Experience: creating customer value” by implementing “Corporate
Transformation: company-wide transformation.”

SX / DX
Our SX (Sustainability Transformation) will allow us to achieve “coexistence and co-prosperity with environmental andsocial values” and “sustainable growth” through materiality initiatives and a solid management base.
Furthermore, through DX (Digital Transformation), we will achieve “creation and qualitative improvement of customer
value” by utilizing data and digital technologies and making strategic investments.

Business portfolio transformation
As part of our business portfolio transformation, we will carry out the three initiatives: 1) “Developing” new businesses, 2)
shifting existing businesses to high value-added services, and 3) enhancing profitability and efficiency of existing businesses.
In addition to developing new businesses and domains and create new revenue sources by utilizing stable cash flows and thewide-ranging customer base of existing businesses, we will shift to high value-added services by maintaining and expanding
the customer base of existing businesses and increase returns by improving customer experience. At the same time, we will
enhance the profitability and efficiency of existing businesses that create stable cash flows.

- 17 -

(iii) Materiality
Mitsubishi HC Capital Inc. identified the next six material issues as priority key challenges which must be addressed toachieve sustainable development of Mitsubishi HC Capital Group.
Against the backdrop of global environmental changes in recent years such as climate change driven by global warming,
population growth, urbanization, and scarcity of resources, companies are expected to make efforts to solve numerous
issues, such as promoting a decarbonized society and building a circular economy.
The Group will proceed its effective management and business activities toward solving such issues based on themateriality with appreciating the significance.
Materiality

Why the Group treats as highly material challenges

・Efforts to realize a decarbonized society have been globally
recognized as an urgent issue, and the Group can significantly
contribute to solving this challenge through its services andPromote a decarbonizedsolutions, such as renewable energy investment and EV
promotion.
society・ The impact on the business side is large and significant,involving matters including distinguishing activities that go
against the social issues.

Realize the circular
economy・The Group aims to contribute to creating a circular economy
by reducing waste, not only within the Group but also insociety through maximizing the potential of assets. As aleader in the leasing industry, the Group believes this issue
is highly material.
・The Group can also contribute to realizing a sustainable andprosperous society through strengthening the collaboration
between partners.

・The Group recognizes that the business has many
opportunities to support infrastructure projects in Japan that
require repair and rebuilding, as well as the development of
infrastructure and creation of smart cities in emerging
Establish resilient social
countries with active collaboration between various partners.
infrastructure
・The group will contribute to the diversification,enhancement and optimization of the business throughestablishing systems and providing services for supportingthe collaboration between companies.
・It is vital for stakeholders that the Group recognizes theimportance of health, safety, and physical and mental
Realize healthy lifestyles
wellbeing for realizing a prosperous future.
that promote positive ・Valuable human resources are key to the value and trust in
wellbeing

Create businesses
utilizing the latest
technologies

our corporate activities. Improving employee motivation,acquiring top talent, and similar actions are highly
important.
・Both financing for the purpose of the digital transformationof customers and using internal digital technologies toincrease the efficiency for this promote the development for
new business models.
・The Group identifies this for highly material opportunities
for diversified and innovative business creation, including
establishing supply chains utilizing alternative energies.

- 18 -How related to SDGs

Materiality

Why the Group treats as highly material challenges

・Social issues differ by country and region. The Groupshould create synergies with local partners and find newopportunities inside and outside of Japan, meeting individual
Collaborate with partners
needs through community based efforts.
locally and globally
・The Group can realize mutual benefits in developing society
by utilizing its integrated capabilities.

- 19 -How related to SDGs

(3) Business issues to be addressed as a priority matterIn order to create synergies through business integration, we recognize the importance of the promotion of PMI (Post Merger
Integration, the business integration process). We have established a department that oversees the company’s PMI andpromotes overall synergies, and has been engaged in vigorous activities in various working groups. As a result, PMI isprogressing well.
Through business integration, we aim to create synergies from three aspects: cost synergies, such as optimization ofmanagement resources; sales synergies; and synergies from the use of capital reserves created by the integration.
In addition, recognizing the importance of the six material issues (materiality) described in the previous section, we will
implement business strategies and measures aimed to solve these issues.
The first Medium-term Management Plan after the business integration is currently being formulated and is scheduled to beannounced during fiscal 2022 (the fiscal year ending March 31, 2023).
(4) Target performance indicators
The medium-term management policy and strategy, as well as the specific performance indicators to be targeted, will beconsidered in the formulation of the Medium-term Management Plan for the three-year period beginning in fiscal 2023 (thefiscal year ending March 31, 2024).
At this point in time, the following are the expected targets for the performance indicators for fiscal 2025 (the fiscal year
ending March 31, 2026), which is the final year of the Medium-term Management Plan.

Item

Expected target

March 31, 2022 (actual)

ROA

Approx. 1.5%

1.0%

ROE

Approx. 10%

8.0%

Payout ratio

Approx. 40%(From fiscal 2023 to fiscal 2025)

40.4%(Note) Net income attributable to owners of the parent is used in the calculations of ROA and ROE. In addition,
the start-of-year values used in the calculations of ROA and ROE for the fiscal year ended March 31,
2022 reflect the business integration with Hitachi Capital.

- 20 -

2. Risk Factors
The Group comprehensively manages risks in its businesses and other areas that may have a material impact on investors’ judgment
through the framework described in “(1) Integrated risk management” while providing an overview of risks and details of its majorrisk initiatives in “(2) Major risks managed within framework of integrated risk management.” The Group has established an
appropriate management system of such risks to prevent them from materializing and minimize the impact when they do occur.
The risk management system is designed to manage potential risk factors. Each department responsible for each risk identifies
issues arising from changes in the external environment, reviews countermeasures against these risks on a regular basis, and reports
without delay to the Executive Committee, which is the consultative and decision-making body for controlling business execution.
Specifically, in addition to the ALM (Asset and Liability Management) Committee, Compliance Committee and Disclosure
Committee on J-SOX, which discuss individual risk issues and countermeasures, the Risk Management Committee, which
comprehensively and systematically manages risks related to overall management, meets on a quarterly basis and as needed, reportson the status of risks and deliberates on response policies. Important matters in each committee are reported to the Board of
Directors for deliberation.
Forward-looking statements herein are based on the Group’s judgment as of the end of the fiscal year under review.

(1) Integrated risk management
Mitsubishi HC Capital engages in business operations that incorporate the framework of integrated risk management in order
to work toward sustainable growth by balancing maintenance of management soundness with improving profitability. The
major risks managed within the framework of integrated risk management include credit risk, asset risk, investment risk,
market risk, liquidity risk, and operational risk. Risk management is conducted on a consolidated basis.
Specifically, risk capital is allocated to the respective risk category based on the Company’s risk capital management policy
after quantifying each risk using risk assessment methods tailored to the characteristics of the asset or business. Reasonablerisk-taking is then carried out within the scope of risk tolerance.
Within this risk management framework, regular monitoring is undertaken of the utilization of risk capital and the status of
portfolios, the results of which are reported to and discussed by the Risk Management Committee, the Executive Committee,
and the Board of Directors.
In this way, efforts are made to ensure appropriate response measures and to promote effective internal communication about
risk. Arrangements are in place to ensure that the Board of Directors is fully informed of the risk management system and risk
management status and that it maintains oversight thereof.

- 21 -

(2) Major risks managed within framework of integrated risk management
The Mitsubishi HC Capital Group conducts business activities globally. The Group provides capital investments and services
necessary for customer businesses through leases and other means. The assets it holds for leases and related transactions arediversified, ranging from general movable property such as office equipment and production equipment to assets, such as
aircraft, that are used in particular industries. Demand for capital investment can decline considerably if a customer’s businessenvironment deteriorates with deceleration or slowdown in business at home or abroad. In that case, a decline in leases andother transactions could impact the Group’s business results and financial position. Additionally, losses arising frominadequacy of internal processes, personnel, or systems or their failure to function, or exogenous events could impact theGroup’s business results and financial position.
The major items among these envisioned risks are managed within the framework set out under 1. Integrated Risk
Management.
(i)Credit risk
The Mitsubishi HC Capital Group conducts business that extends credit over the medium to long term through leases,
installment sales, monetary loans, and other financial services of various forms. Depending on future business trends andthe financial landscape, additional provisions of allowance for doubtful receivables could be necessary with increasing
non-performing loans due to deterioration of a company’s credit status, which could impact the Group’s business results
and financial position. Furthermore, because the Group is engaged in business globally, it is subject to country risk inwhich losses may arise depending on the political and economic situations in the countries and territories where
customers and investees are located.

[Main efforts to address risk]
When considering the advisability of each deal, the Group carefully reviews the customer’s credit standing using its own
rating system and makes a thorough study in light of the value of the leased property, country risk, and other factors in aneffort to ensure a reasonable return for the risk. Additionally, the Group continues to check the customer’s credit standing on
an ongoing basis even after entering into business relations and has a system in place to take the necessary steps in the eventthat the customer’s credit standing worsens. Moreover, it engages in credit management with respect to the portfolio as awhole and considers risk diversification to ensure that credit is not concentrated with a specific customer, industry, country,
territory, and so on, while striving to ensure sound management by regularly measuring the credit risk of its portfolio andmonitoring to ensure that it is within a certain scope of capital.
(ii) Asset risk
In addition to general movable property, the Mitsubishi HC Capital Group holds such global assets as aircraft and real estate,including buildings, and conducts a business leasing these assets in and outside Japan in the form of operating leases andothers. In this business, the Group is exposed to asset risk in addition to the aforementioned credit risk, so fluctuation inrevenue from asset management and disposal could impact the profitability of the leases. For this reason, when engaging inoperating leases, the Group carefully assesses the future value according to asset type in addition to the customer’s credit
standing before working on each deal. Even after entering into business relations, the Group continues monitoring the statusof the leasing and secondary markets for said assets along with the status of asset use by the leaseholder, striving to prevent
risks from emerging or to mitigate their impact if they occur.

- 22 -

a.

Global assets
The Group holds global assets such as aircraft and aircraft engines, ships, containers, and railway cars and conducts a businessleasing these assets in and outside Japan in the form of operating leases and others. In the business related to global assets,
the Group is exposed to price fluctuation risk pertaining to said assets in addition to the aforementioned credit risk. With
operating leases, in addition to lease fee revenue received from the customer, the Group recovers funds by selling the asset atthe end of the lease period. In the sales of our assets, the Group’s operating results and financial position may be affected bysuch factors as the risk that assets may not be recovered due to economic trends and financial conditions, major accidents
caused by technological problems, obsolescence due to technological innovation, revisions to laws and regulations, the spreadof infectious diseases worldwide, heightened concerns about terrorism, natural disasters and war/geopolitical risks, etc., risks
that asset sales prices may fluctuate, as well as recording of impairment losses and increased costs associated with property
management.
[Main efforts to address risk]
When engaging in operating leases with global assets, the Group conducts a comprehensive review that includes a checklist
for deals involving movable property and future asset liquidity before working on each deal and endeavors to ensure areasonable return for the credit risk and asset value fluctuation risk. Furthermore, the Group has established internal investment
criteria to maintain a portfolio with risk diversification taken into account, including applicable models, regions, and time of
expiration. Moreover, the Group continues to check the customer’s credit standing and industry trends on an ongoing basis
even after entering into business relations and has a system in place to take the necessary steps in the event that the customer’s
credit standing worsens, such as collecting a deposit from the customer to cover asset wear and tear as necessary. Additionally,
the Group regularly holds warning sign management meetings at business divisions and risk management divisions for eachmajor asset category to review applicable industry trends and signs of problems that could impact asset value fluctuation. The
Group also regularly measures customer credit risk and the risk of fluctuations in the value of assets in its portfolio to monitor
whether it is within a certain scope of capital, in an effort to ensure sound management.

b.

Real estate
The Group is engaged in and outside Japan in investment in and financing of commercial real estate such as offices,
residences, commercial facilities, logistics facilities, and hotels, and in leasing and other business operations based on its
portfolio of owned properties. These assets are subject to revenue fluctuation risk and price fluctuation risk. In the real estaterelated business, in addition to lease fee revenue from tenants, the Group recovers funds by selling those assets that are notlong-term holdings at the right time. Lease fee revenue and revenue from sale of assets may fluctuate depending on the market
environment, such as business trends, the financial landscape, and the lease market in the specific location of the asset, andthis could impact the Group’s business results and financial position.
[Main efforts to address risk]
The Group makes a careful decision based on a comprehensive review of future asset value and liquidity before working oneach deal and endeavors to ensure a reasonable return for the asset value fluctuation risk. Furthermore, the Group continues
to check the status of asset management, price trends, and industry trends on an ongoing basis even after entering into business
relations and has a system in place to maximize revenue. Additionally, the Group regularly holds warning sign management
meetings at business divisions and risk management divisions to review industry trends and signs of problems that could
impact asset value fluctuation. The Group also regularly measures the risk of fluctuations in the value of assets in its portfolio
to monitor whether it is within a certain scope of capital, in an effort to ensure sound management.

(iii) Investment risk
The Mitsubishi HC Capital Group is engaged in investment in and financing of projects such as solar power generation andother renewable energy businesses and an overseas infrastructure business as well as various business investing activities,
including loans to operating companies and funds. These investing activities are subject to such risks as risk of changes in thebusiness environment including business fluctuations and declining demand, risk of revenue falling below the plan due tosluggish performance of investees or partners, risk of diminished recoverability of the investment amount, risk of investee
stock value falling below a certain level, and risk of investee stock value staying below a certain level for a considerable
period of time due to sudden changes in the economic or financial situation or a major disruption of the financial markets
regardless of the investee’s performance. These risks could result in a total or partial loss of the investment, including avaluation loss, or create the necessity of additional funding. In addition, there are the risk that the Group may be unable to exit
or restructure the business at the desired time or using the desired method due to differences with the partner’s management
policy or low liquidity of the investment asset and the risk that the Group may be disadvantaged by not being able to obtainrelevant information from the investee, and these risks could impact the Group’s business results and financial position.

- 23 -

[Main efforts to address risk]
The Group holds investment meetings according to the individual investment amounts and severity of risk to gather theopinions of the relevant departments and makes a careful decision based on a comprehensive review of future investment
value and liquidity from a broad point of view when considering each investment, thereby endeavoring to ensure a reasonable
return for the investment value fluctuation risk. Additionally, the Group continues to check the status of investment
management and industry trends on an ongoing basis even after entering into business relations and has a system in place tomaximize revenue. The Group also regularly measures the risk of fluctuations in the value of investments in its portfolio tomonitor whether it is within a certain scope of capital, in an effort to ensure sound management.
(iv) Market riska.

Interest rate fluctuation risk
The fees for leases and installment sales conducted by the Mitsubishi HC Capital Group are set based on the purchase pricefor the transacted property and the market interest rates at the time of contract. Most of these basically do not fluctuate during
the contract term. Acquisition funds for the leased property, on the other hand, are procured at both fixed and variable interest
rates for fundraising diversification and reduction of funding costs, and the cost of capital is affected by fluctuations in themarket interest rate. As such, a sharp rise in the market interest rate resulting from sudden changes in the financial situation
could impact the Group’s business results and financial position.

b.

Exchange rate fluctuation risk
The Group actively conducts business outside Japan, and as foreign currency-denominated assets increase, so does theirpercentage of consolidated operating assets. The financial statements of the Group’s consolidated subsidiaries outside Japanare expressed in the local currency while the Company’s consolidated financial statements are expressed in Japanese yen. As
such, although fundraising is, in principle, conducted in the same currency as the asset, should a large fluctuation occur inexchange rates, it could impact the Group’s business results and financial position in Japanese yen terms.
[Main efforts to address risk]
The Group constantly watches movements in the financial markets and, as needed, monitors through ALM any imbalances in
the form of interest rates or currency exchange for asset management and for procurement of funds. It then manages interest
rate fluctuation risk through appropriate hedge operations while taking interest rate movements into account. To address
exchange rate fluctuation risk, in principle, the Group raises funds in the same currency as the operating asset in an effort tominimize loss on currency valuation of assets. The Group also regularly measures the quantitative risk of the position of
portfolio holdings incurring a loss over a certain period of time at a certain probability and to what extent in the event thatinterest or currency exchange rates take a disadvantageous turn based on past statistics, and monitors whether it is within acertain scope of capital in an effort to ensure sound management. Moreover, the ALM Committee meets quarterly or asnecessary, conducts scenario and data analyses based on geopolitical risks and pandemics and various other risk factors, anddetermines the ALM policy based on such factors as trends in the financial market environment and the risk situation.

(v) Liquidity risk
When engaging in acquisition of lease properties for leases, installment sales, and monetary lending, the Mitsubishi HC CapitalGroup raises a large amount of funds in Japanese yen and other currencies. The Group attempts to balance the period of leases
and other credit transactions and investments with the period of fundraising, but should it experience difficulty securing
enough funds because of heightened risk aversion on the part of financial institutions and investors due to a free fall in
economic and financial conditions and major confusion in the financial markets or a decline in the Group’s creditworthiness,
it could impact the Group’s business results and financial position.
[Main efforts to address risk]
With respect to the procurement of funds, the Group tries to ensure the liquidity of funds through efforts to diversify byprocuring funds directly from the market including corporate bonds, commercial paper, and securitization of lease receivables
in addition to borrowing from financial institutions as well as through procurement with long- and short-term balance, carefulmanagement of cash flow, and measures to supplement liquidity during emergencies, such as through the acquisition ofcommitment lines. Additionally, the Group conducts stage-by-stage management of liquidity, has built a procurement structure
to ensure that the immediately necessary funds can be secured, including funds for repayment, even if the fundraising
environment deteriorates, checks the liquidity conditions and reports to the ALM Committee.
In addition to analyses of credit, interest rate sensitivity (the impact on revenue of interest rate fluctuation) and other items,
the ALM Committee carries out comprehensive investigations of (4) Market risk and (5) Liquidity risk in the event of stressdeveloping in the financial markets or other relevant areas, including the potential impact on profit. It then decides a fundprocurement strategy and risk response policies in light of the market environment as the basis for the rollout of Companywide- 24 -

strategy. Regarding risk management in particular, it coordinates with the Risk Management Committee, which is one arm of
the Companywide integrated risk management system. By strengthening the warning sign management system andcoordinating with contingency planning, it makes efforts to improve the flexibility and resilience of financial structures in theevent of a crisis situation emerging.
Meanwhile, to support the globalization of its business over recent years and also to increase its ability to procure foreign
currency, the Group is progressing with the reorganization of its regional financial bases. As part of this, it has first opened aregional financial base in North America where the Group has a large asset balance and established a Group financing system
in North America. The base will offer not only indirect financing but also various forms of fund procurement, including issueof commercial paper and medium-term notes, thus providing funds to Group companies expanding into North America. By
also reinforcing its ability to monitor the financial situation, it has promoted sharing of knowledge and information within theGroup and is working on optimal operational support in North America.
(vi) Operational riska.

Risk related to earthquakes, wind and flood damage, war, pandemics, terrorism, etc.
The Mitsubishi HC Capital Group uses facilities, including sites and systems, in and outside Japan to conduct its operations.
Earthquakes, wind and flood damage, or other natural disasters as well as pandemics, war, terrorism, or other unpredictable
circumstances could cause a reduction of activities or prevent operations at those sites by damaging the sites themselves or
the systems or by injuring employees or preventing them from coming to work, thereby disrupting business operations.
Moreover, depending on the extent of the damages or how long the event lasts, a large sum of money could be required torestore the systems or other facilities, or it may take a long time for business operations to recover. Such a situation could
impact the Group’s business results and financial position.

[Main efforts to address risk]
The Group has established responsible departments depending on the envisioned risk to prepare for such circumstances andhas a system in place to establish a crisis response headquarters to respond to a critical situation. The Group is also working
to establish a system for business continuity by putting together a business continuity plan, implementing redundancy
measures for core systems, establishing a system infrastructure that allows work from home, and implementing office shifts
limited to operations that must continue.
Although the Group does not have a base in Ukraine or Russia and the direct impact of the situation in Ukraine on the Groupis expected to be limited, depending on future conditions, additional provisions of allowance for doubtful receivables could
be necessary with increasing non-performing loans due to deterioration of a business partner’s credit status or other indirect
impacts, which could impact the Group’s business results and financial position.
Since March 2022, the Company has set up a Crisis Management Headquarters and worked to implement measures forcybersecurity, implement measures for trade management and money laundering, closely monitor financial trends, strengthen
project review management, closely monitor the impact on the value of the Company’s operating assets, understand andmanage other indirect impacts, etc.
b. System risk
The Group utilizes e-mail as well as a variety of information systems to conduct account processing, management of various
contracts, customer management, asset management of leased properties, and other operations. An outage or failure of theseinformation systems arising from poor maintenance, poor development, or other such problems could cause an interruptionof contract and collection operations or services provided to customers, which in turn could cause a suspension of operating
activities and economic loss, thereby impacting the Group’s business results and financial position.
[Main efforts to address risk]
The Group has a system in place to properly manage and maintain these systems through internal cooperation and partnershipwith other companies in order to ensure their stable operation. The Group is equipped with an integrated response system for
failures that includes swift action and sharing of information internally and externally where the failure occurs as well as
establishment and implementation of measures to prevent subsequent recurrence. Additionally, Group-wide IT control isimplemented for system development at the Group companies in Japan and other countries by using standardized methods aspart of a proprietary process.
c.

Cybersecurity risk and information security risk
The Group utilizes e-mail as well as a variety of information systems to conduct account processing, management of various
contracts, customer management, asset management of leased properties, and other operations. These information systems
are subject to risk of business e-mail scams, computer virus infections, unauthorized access by outside parties, and othercyberattacks. Unauthorized access by outside parties, computer virus infections, human error, fraud, scams, and other- 25 -

problems could result in system outages or failures, monetary damages, leaks or unauthorized use of confidential informationor customer information, or other incidents. These could cause an interruption of contract and collection operations or services
provided to customers, which in turn could cause a suspension of operating activities, economic loss, or loss of social
confidence from leakage of important information, thereby impacting the Group’s business results and financial position.
[Main efforts to address risk]
The Group has established a cross-organizational Computer Security Incident Response Team (MHC-SIRT) to address theserisks and has a system in place to prevent incidents at the entrance, internal, and exit stages and respond to them if they occur.
Specifically, in preparation for cyberattacks that exploit vulnerabilities, the Group keeps software up to date to detect
unauthorized access, computer viruses, and other cyberattacks and maintains management preparedness to prevent problems.
At the same time, the Group has established an internal and external coordination system and conducts drills to prepare forincidents. Moreover, targeted e-mail training is provided for all employees, and internal education on information security is
carried out on an ongoing basis.
d. Compliance risk
The Group’s operations are subject to a range of relevant legislation in and outside Japan. As the primary examples, in Japan
its operations must comply with the Companies Act, tax laws, the Financial Instruments and Exchange Act, the AntiMonopoly Act, the Personal Information Protection Act, the Money Lending Business Act, the Installment Sales Act, the Act
on Prevention of Transfer of Criminal Proceeds, and laws and regulations related to the environment. Outside Japan, theGroup’s operations are subject to the legislation of each country and region as well as to oversight by regulatory authorities.
Should there be a failure of compliance with legislation, social norms, or company rules, it could impact the Group’s businessresults and financial position by causing restriction on or interruption of operations, a claim for damages from customers orothers, and a fall in social confidence.
[Main efforts to address risk]
In addition to rigorous compliance with legislation and company rules, the Group makes it a practice to carry out operationsin accordance with high ethical standards and social norms. The Group provides continuing training on compliance and takes
measures to prevent money laundering, funding of terrorism, and fraud in an effort to further strengthen its compliance system.
e.

System change risk
The Group’s operations are subject to a range of relevant legislation, accounting and tax regulations, and other systems inand outside Japan. Should there be substantial changes or revisions to any of the various systems closely related to the Group’s
operations that the Group was unable to properly address, there could be penalties for nonconformance, suspension of productoffering, restrictions on business activities, sales losses, or other negative consequences that could impact the Group’sbusiness results and financial position.

[Main efforts to address risk]
The Group’s corporate centers, business divisions, domestic business branches, and sites in each country continuously monitor
revisions and changes to the various systems in and outside Japan, such as legal, accounting, and tax systems, applying to therelevant country and services. In addition, the Group gathers information on and implements measures to address changes andrevisions as quickly as possible while reinforcing such monitoring by actively utilizing outside experts.
f.

Administrative risk
The Group conducts transactions in various forms, and various administrative work arises with each transaction. Improper
administrative work, including human error, fraud, and other irregularities, could cause an interruption of contract andcollection operations or services provided to customers, which in turn could cause a suspension of operating activities or lossof customer trust, thereby impacting the Group’s business results and financial position.
[Main efforts to address risk]
The Group has established administrative rules for each transaction and conducts business according to these rules while
reviewing them as needed. Additionally, an internal reporting system is in place for internal administrative incidents. Shouldsuch an incident occur, the system includes internal reporting, swiftly addressing the incident, identifying the cause, andestablishing/implementing measures to prevent recurrence.

(3) Other major risks
In addition to the risks managed within an integrated risk management framework, the Group also recognizes the following
major risks. If the Group recognizes the possibility of such a risk emerging, it analyzes the status and outlook of the risk, theimpact on each risk managed within the integrated risk management framework, and the combined impact on multiple risks,considers the response of the Group, and establishes a response policy as necessary. In addition, the Group carries out stress- 26 -

tests envisioning new or multiple scenarios depending on the situation and performs a multifaceted verification of risk
resilience.
(i)

Risks related to business base expansion, strategic alliances, M&As, etc.
In order to achieve sustainable growth through the expansion of its business base, the Group is engaged in strategic allianceswith external parties to enhance various services in addition to its own development in Japan and overseas. The Group is also
working to diversify and expand the Group’s business portfolio through M&As.
Although we at the Group are working to diversify our business and enhance our services with this approach, due to changes
in economic and financial conditions in Japan and overseas, intensifying competition, changes in the business environmentand strategies of our business partners, and changes in related laws and regulations, we may not be able to achieve the expected
effects, or we may be forced to write down goodwill that we recorded in M&As, which may result in additional expenses that
may affect the Group’s operating results and financial position.

[Main efforts to address risk]
In undertaking M&As and other projects, each relevant department conducts a review in accordance with the amount ofinvestment and the depth of risk involved in each individual project. In addition, external experts are appointed to make acomprehensive judgment by carefully assessing the rationality of the investment structure and future investment effects froma broad perspective. Furthermore, even after executing M&A projects, the Group has developed a system for conducting
appropriate business operations by applying the Group’s regulations, etc., and has also developed a system for monitoringbusiness plans and performance management, etc. and taking the necessary measures in a timely manner.
(ii) Global Pandemic risk
Should a global pandemic arise, negative consequences such as broad disruption of the supply chain, temporary restrictions
on or suspension of economic activity by each national government, and damage to industrial systems or financial functions
could impact a wide range of customers or businesses utilizing the assets of the Mitsubishi HC Capital Group. This may resultin customer bankruptcies or a drop in the value of the Group’s asset holdings, which could impact the Group’sbusiness results and financial position.
To create a global response system, the Group set up a Crisis Management Headquarters in February 2020 and put in place abusiness continuity system. Aware that we are currently in the pandemic phase of COVID-19, the Group continues toimplement preventive measures against infection. At the same time, however, it is ensuring continued progress with new
initiatives by utilizing IT tools to strengthen internal and external communication, evolving its business style, and taking otherrelevant steps.
[Impact of the COVID-19 pandemic]
The COVID-19 pandemic has continued since 2020. Despite increased vaccinations, the situation has followed a repeating
cycle in various countries with an increase in infections due to the spread of a new variant followed by a temporary drop. As
such, the final end of the pandemic is not yet in sight, and some level of impact is envisioned to persist for the time being.
In terms of the impact of the pandemic on the Group’s business, the stagnation of global economic activity has resulted incustomer capital investment being limited, scaled down, postponed or otherwise affected in ways that could prevent theGroup’s operating assets from achieving the planned expansion or cause them to decrease, leading to a decline in revenue.
Additional provisions of allowance for doubtful receivables could increase with increasing non-performing loans due todeterioration of a customer’s credit status caused by various impacts, including price inflation, rising interest rates and supply
chain disruptions.
Moreover, these impacts could affect the assets held as operating assets by the Group through price falls, reduced operating
rates for leases and similar assets, and price falls in shares or similar assets.
Meanwhile, if a financial crisis emerges while the impact of the COVID-19 pandemic persists, it could become impossible toprocure funds as planned. However, no such situation has yet arisen. This is thanks, among other factors, to the Group’s
measures to ensure reliable on-hand liquidity and to the control by the central banks of the various countries and regions.
It should be noted that the restriction of human movement and other measures could also limit the business activities of the
Mitsubishi HC Capital Group in the future. In response, the Group is taking steps to adapt its internal project activities topandemic and post-pandemic conditions. In addition to continuing to carry out appropriate measures to prevent infection andrevising operational procedures, this means that the Group is utilizing IT tools and strengthening information security toenhance the provision of systems that enable business operations to function smoothly on a remote basis.
(iii) Climate change risk
Should climate change occur that has a major impact on society, the scale and frequency of natural disasters would increase.

- 27 -

If the Mitsubishi HC Capital Group and its customers were unable to adapt to the regulatory changes, technical innovation, ora shift in business models for preventing the negative effects of climate change, or if the business model or business
infrastructure and tools changed dramatically resulting in customer bankruptcy due to a drop in performance or loss of assets
or a drop in the value of assets held by the Group or loss of property, it could impact the Group’s business results and financial
position. In addition, if the Group’s response or information disclosure related to climate change risk is insufficient or if it isregarded as insufficient, this could result in damage to the corporate value of the Group.
[Main efforts to address risk]
The Group recognizes “Promote a decarbonized society” and “Realize a circular economy” as priority themes for sustainablegrowth as materiality (material issues), and expresses support for the “Recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD),” and is working to identify and evaluate risks and expand information disclosure in accordancewith the TCFD Recommendations. In addition, the Group recognizes climate change risks as an important risk in companywide risk management, and will promote initiatives to identify and manage climate change risks.
(iv) Risk associated with expansion of business domains
The Mitsubishi HC Capital Group is expanding the scope of its operations on a global basis, including new business domains,
within the scope permissible under laws, regulations, and various other conditions. Should risks emerge within that processthat exceed the scope of reasonable assumptions despite verification of the risks along with our knowledge and experience inthe expanded business domain, or if the expanded business does not develop as envisioned, it could impact the Group’sbusiness results and financial position.
(v) Intensifying competition
Competition in the leasing and other businesses of the Mitsubishi HC Capital Group conducted in and outside Japan could
intensify not only from companies in the same business but also from financial institutions and others, or the competitive
landscape could change due to a shift in business models of other industries, technical innovation, or other factors. The Groupmakes various efforts to maintain and strengthen its competitiveness, including by offering greater added value to its customers
and creating value as an asset holder and through low-cost fund procurement. However, should the current competitive
situation intensify further, a fall in market share and decline in income could impact the Group’s business results and financial
position.
(vi) Risk related to personnel recruitment
The Mitsubishi HC Capital Group must stably secure adequate human resources, in order to maintain and strengthen its
competitiveness in the various businesses it operates in and outside Japan. The Group strives to continuously recruit and train
capable personnel, but should it not be able to adequately secure and train the needed personnel this could impact the Group’sbusiness results and financial position.
(vii) Risk related to labor and employment management
The Group employs a large number of staff in its business operations. This involves the risk of long working hours having anegative effect on the mental or physical health of employees or other negative impacts, making them unable to fulfill the
expected duties, and the risk of legal infringement due to failure to appropriately monitor legal requirements relating toemployment and related areas. Additionally, there is the possibility of these risks resulting in damage to public trust.
To lessen the abovementioned risks, the Group promotes projects aimed at improved productivity and introduces systems toenable diverse workstyles (teleworking, flextime, etc.). In this way, it works not only to reduce long working hours but also
to put in place a work environment that accommodates employees with childcare or nursing care responsibilities. Additionally,
to address harassment and other personnel issues, the Group has introduced measures for employees in Japan and overseas,
including internal whistleblowing systems and advice services. To enable employees to develop their abilities to the full, theGroup is addressing workplace enhancement as a major focus of initiatives.
(4) Stress tests
In the execution of management strategy, the Group makes efforts to gauge the degree of impact of stress periods caused byvarious risk events with potential impact on its business, such as deterioration in market conditions including economic
downturns and market fluctuation. Specifically, the Group has posited a number of potential high-stress scenarios, ranging
from a deterioration in the overall world economy to market fluctuation, deterioration of credit, and the emergence of largescale concentrations of risk in individual business fields. Based on these scenarios, it has undertaken analysis and verificationof the potential degree of impact of stress conditions on profitability and equity in each fiscal period.
These multifaceted verifications enable the Group to confirm its risk resilience and to ensure that the risk return balance ofmanagement plans does not exceed tolerable levels.

- 28 -

3. Management’s Analyses of Consolidated Financial Position, Operating Results and Cash Flows(1) Overview of operating results, etc.
The financial position, operating results and cash flows of the Group (the Company, consolidated subsidiaries and affiliatedcompanies accounted for by the equity method) (hereinafter referred to as “operating results, etc.”) for the fiscal year underreview are as follows.
In the fiscal year under review, the reportable segments and accounting policies were changed. Comparative analysis is basedon figures after retroactive application. In addition, segment profit or loss presented is consistent with net income attributableto owners of the parent in the consolidated statements of income.
(Details of changes in reportable segments are described in “Notes to Segment Information, Etc.” in “1. Consolidated Financial
Statements, Etc.” of “Item 5. Financial Information,” and details of changes in accounting policies are described in “Notes toChanges in Accounting Policies” in “1. Notes to Consolidated Financial Statements, Etc.” of “Item 5. Financial Information.”(Consolidated operating results)(Billions of yen)

Fiscal year ended March
31, 2021
Fiscal year ended March(Mitsubishi UFJ Lease &Finance)31, 2022

Changes

Changes (%)

Revenues

947.6

1,765.5

817.9

86.3

Gross profit

160.4

334.6

174.1

108.5

Operating income

62.3

114.0

51.7

83.1

Recurring income

64.9

117.2

52.2

80.5

Net income
attributable to owners

55.3

99.4

44.0

79.7

1,003.2

2,507.8

1,504.6

150.0

Changes

Changes (%)

of the parent
New transactions
volume(Consolidated financial position)
Fiscal year ended March
31, 2021
Fiscal year ended March(Mitsubishi UFJ Lease &Finance)
Total equity (Billionsof yen)Total assets (Billionsof yen)Equity-to-asset ratio(%)

31, 2022

817.9

1,333.4

515.5

63.0

6,014.8

10,328.8

4,313.9

71.7

13.4

12.7

(0.7)

－

- 29 -

(i)Financial position and operating results
For operating results, etc. for the fiscal year under review, on the sales side, new transactions volume increased by¥1,504.6 billion, or 150.0%, to ¥2,507.8 billion.
On the income side, revenues increased by ¥817.9 billion, or 86.3%, to ¥1,765.5 billion.
On the profit and loss side, gross profit increased by ¥174.1 billion, or 108.5%, to ¥334.6 billion, operating income
increased by ¥51.7 billion, or 83.1%, to ¥114.0 billion, recurring income increased by ¥52.2 billion, or 80.5%, to ¥117.2
billion, and net income attributable to owners of parent increased by ¥44.0 billion, or 79.7%, to ¥99.4 billion.
At the end of the fiscal year under review, total assets increased by ¥4,313.9 billion, or 71.7%, to ¥10,328.8 billion, total
equity increased by ¥515.5 billion, or 63.0%, to ¥1,333.4 billion, and interest-bearing debt (excluding lease obligations)increased by ¥3,431.1 billion, or 74.0%, to ¥8,066.0 billion.

(ii) Cash flows
Cash and cash equivalents as of March 31, 2022 increased ¥233.8 billion, or 81.7% year on year, to ¥520.0 billion, due tocash inflows in operating activities of ¥195.8 billion and a cash increase associated with a merger of ¥316.8 billion despite
cash outflows in investing and financing activities of ¥107.8 billion and ¥192.1 billion, respectively.
Net cash provided by operating activities was ¥195.8 billion (cash provided of ¥199.3 billion for the fiscal year ended
March 31, 2021), mainly consisting of cash inflows from income before income taxes of ¥147.2 billion, depreciation ofleased assets and loss on disposal and sales of leased assets of ¥443.9 billion despite cash outflows from purchases ofleased assets and other operating assets of ¥404.9 billion.
Net cash used in investing activities was ¥107.8 billion (cash provided of ¥1.2 billion for the fiscal year ended March 31,2021), mainly consisting of cash outflows from payments for acquisition of newly consolidated subsidiaries of ¥124.5
billion, purchase of investment securities of ¥13.6 billion despite cash inflows from proceeds from sales and redemptionof investment securities of ¥36.0 billion.
Net cash used in financing activities was ¥192.1 billion (cash used of ¥372.8 billion in the fiscal year ended March 31,2021), mainly consisting of net cash outflows from direct financing of ¥68.5 billion, indirect financing through bankborrowings of ¥73.2 billion, and dividends paid of ¥32.8 billion.

- 30 -

(iii) Operating transactionsa.

New transaction volume
The actual volume of new transactions for each segment in the fiscal year is as follows.
Previous fiscal year (Mitsubishi UFJ Lease & Finance)(Billions of yen)
Reportable segments

New transactions
volumeCustomerBusiness

Environment& Energy

Healthcare

Real Estate

587.2

33.1

39.5

146.4

Aviation
106.0

Logistics

Infrastructure& Investment

75.1

15.5

Adjustments

0.0

Total

1,003.2

Fiscal year under review(Billions of yen)
Reportable segments
Customer Business Account Solution
New transactions
volume592.2

Vendor Solution

1,092.5

LIFE

132.7

Real Estate
155.2

Environment &Renewable Energy

130.1

Aviation

31.3

181.3

Reportable segments
Adjustments
Logistics
New transactions
volumeMobility

78.0

Total

Others

55.7

58.5

(0.0)

2,507.8

b. Operating results
Operating results for each segment in the fiscal year are as follows.
Previous fiscal year (Mitsubishi UFJ Lease & Finance)(Billions of yen)
Adjustments

Amountrecorded inconsolidated
statement ofincome

2.0

7.0

160.4

0.3

(7.6)

55.3

Reportable segments
CustomerBusiness

Environment& Energy

Healthcare

Real Estate

Gross profit

59.8

7.7

4.9

46.2

Segment profit

25.5

3.7

0.7

28.0

Logistics

Infrastructure& Investment

27.5

5.0

2.8

1.8

Aviation

Fiscal year under review(Billions of yen)
Reportable segments
Customer Business Account Solution

Vendor Solution

LIFE

Real Estate

Environment &Renewable Energy

Aviation

Gross profit

62.9

102.6

15.0

15.7

38.0

17.0

35.0

Segment profit(loss)

33.4

26.9

3.0

4.8

19.1

7.0

5.7

Reportable segments
Adjustments
Logistics

Mobility

OthersAmount recordedin consolidated
statement ofincomeGross profit

7.7

14.9

15.3

10.0

334.6

Segment profit(loss)

2.7

1.9

(3.4)

(2.1)

99.4

- 31 -

c.

Segment asset balance
Segment asset balance at the end of the fiscal year is as follows.
Previous fiscal year (Mitsubishi UFJ Lease & Finance)(Billions of yen)
Reportable segments

Segment assets

CustomerBusiness

Environment& Energy

Healthcare

Real Estate

2,129.5

198.5

157.3

955.6

Aviation
1,203.8

Logistics

Amountrecorded in
Adjustments
consolidated
Infrastructurebalance sheet& Investment

545.5

111.6

712.6

6,014.8(Note) Segment assets include operating assets, investments in the affiliates accounted for by the equity method, goodwill andinvestment securities.
Fiscal year under review(Billions of yen)
Reportable segments
Customer Business
Segment assets

2,002.1

Account Solution
2,353.4

Vendor Solution
424.6

LIFE

Real Estate
312.7

Reportable segments
Adjustments
Logistics
Segment assets

1,063.2

Mobility
174.8

Others
355.5

986.7

974.9

Environment &Renewable Energy
315.4

Aviation
1,365.1

Amount recordedin consolidatedbalance sheet
10,328.8(Note) Segment assets include operating assets, investments in the affiliates accounted for by the equity method, goodwill andinvestment securities.

- 32 -

(2) Views and issues analyzed/discussed with regard to the operating results, etc. from the management’s perspective
On April 1, 2021, the Company (the former Mitsubishi UFJ Lease & Finance Company Limited; hereinafter “Mitsubishi
UFJ Lease & Finance”) executed a business integration with Hitachi Capital Corporation (“Hitachi Capital”) and changed
the trade name to Mitsubishi HC Capital Inc. (“Mitsubishi HC Capital”).
• The figures for the previous fiscal year ended March 31, 2021 in “(i) Major Operating Results and Topics” are the sum of
consolidated results of Mitsubishi UFJ Lease & Finance and those of Hitachi Capital (IFRS basis) converted into J-GAAP
basis in a simplified manner, which are presented as reference value.
• The figures for the previous fiscal year in “(ii) Operating results by reportable segment” are the sum of consolidated resultsof Mitsubishi UFJ Lease & Finance and those of Hitachi Capital (IFRS basis) converted into J-GAAP basis in a simplified
manner, which are reclassified to conform to the new segmentation and presented as reference value.
• The comparison with the figures as of the end of the previous fiscal year (March 31, 2021) in “(iii) Financial position”
represent a comparison with the figures for Mitsubishi UFJ Lease & Finance.
(i)

Major operating results and topics
Net income attributable to owners of the parent increased by ¥12.2 billion or 14.0% year on year (to reference value), to ¥99.4
billion, exceeding the full-year forecast (net income attributable to owners of the parent of ¥95.0 billion) by ¥4.4 billion. Thiswas mainly thanks to 1) business growth in subsidiaries in Europe and the United States in the Account Solution segment andin marine container leasing in the Logistics segment, 2) an increase in gains on sale of assets in the Aviation segment, 3)
continuous replacement of the portfolio, and 4) steady promotion of asset turnover businesses.
In conjunction with outperforming the full-year earnings forecasts, the annual dividend per share has been set to ¥28, an
increase of ¥2 from the forecast dividend of ¥26. This is a ¥2.5 increase over the previous fiscal year’s dividend of ¥25.5.
(Billions of yen)
Fiscal year ended
March 31, 2021
(Reference value)

Fiscal year ended
March 31, 2022

ChangeChange (%)

Revenues

1,713.8

1,765.5

51.6

3.0

Gross profit

295.8

334.6

38.8

13.1

Operating income

98.0

114.0

16.0

16.4

Recurring income

105.4

117.2

11.8

11.2

87.1

99.4

12.2

14.0

2,261.4

2,507.8

246.3

10.9

Net income
attributable to ownersof the parent
Volume of newtransaction- 33 -

◎ Increase/Decrease in Net Income Attributable to Owners of the Parent(Billions of yen)

+9.7

+34.2

Net Income
+12.2

+2.1
▲9.4
▲15.0

87.1

▲9.3

31.8*2
99.4
55.3*1FYE3/2021(Reference)

Business Growth*³

Extraordinary
Income/Loss

Mitsubishi UFJ Lease& Finance Result*1

Credit Costs

Expenses Related
to the Business
Integration

Hitachi Capital
Result*2

OperatingExpenses*⁴

Positive Factor

Others

FYE3/2022

Negative Factor

Major factors for increase/decrease in net income attributable to owners of the parent are as follows (the amount stated is theeffect on income before income taxes).
Business Growth
Increase in Extraordinary Income/Loss¥34.2 billion¥9.7 billion

Increase in Credit Costs
Decrease in Expenses Related to the Business Integration¥(9.4) billion¥2.1 billion

Increase in Operating Expenses
Increase in Others (tax expenses, etc.)¥(15.0) billion¥(9.3) billion

The amount of business growth is the combined total of gross profit and non-operating income/loss (the amount of nonoperating income/loss does not include recoveries of written-off receivables). The amount of operating expenses does notinclude expenses related to the business integration.

Major topics include that, in October 2021, the Company announced its support for Recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) and, in December 2021, identified and announced the following six material
issues as our priority key challenges we should address for our sustainable growth: (1) Promote a decarbonized society, (2)Realize the circular economy, (3) Establish resilient social infrastructure, (4) Realize healthy lifestyles that promote positive
wellbeing, (5) Create businesses utilizing the latest technologies, and (6) Collaborate with partners locally and globally. The
MHC Group will implement specific business strategy/measures in line with these material issues. Please refer to “(2) The
Company’s management strategy in the medium to long term and issues to be addressed” in “1. Management Policy, Business
Environment and Tasks Ahead, Etc.” of “Item 2. Business Overview” for details of the six material issues.
As part of our efforts toward promotion of a decarbonized society and realization of prosperous and sustainable future throughbusiness, we established the Tokorozawa Kitaiwaoka Solar Power Plant in July 2021 under the solar sharing model whichallows to cope with both providing electricity to Tokorozawa City, Saitama Prefecture, and cultivating blueberries. Our overseas
efforts include the acquisition of shares of Trung Nam Wind Power Joint Stock Company, a Vietnamese wind power generation
business developer and operator, in May 2021 to enter the wind power market in Vietnam and the investment in a solar power
generation business in California, the U.S., in September 2021. Also, we made investment in Universal Hydrogen Co., a U.S.
hydrogen-powered aircraft startup, in October 2021 and purchased 25 new generation fuel-efficient aircraft engines in theaircraft engine leasing business in November 2021, with an aim to contribute to reducing environmental impacts of the aviationindustry by further increasing such engines.
In Logistics segment, the Company acquired all shares of CAI International, Inc., a leading U.S. marine container leasing
company, and made them our wholly-owned subsidiary in November 2021. Taking advantage of this acquisition, we will
enhance our global competitiveness in the marine container leasing business with high growth potential and stable leasing
demand to develop the business as one of our growth drivers.

- 34 -

(ii) Operating results by reportable segment◎ Increase/Decrease in Net Income Attributable to Owners of the Parent (by Segment)(Billions of yen)
FYE3/2021(Reference)

25.5

19.9

4.1 4.2

0.7
7.0 2.81.8 ▲6.9
▲0.2

28.0

Total: 87.1

FYE3/2022

33.4

26.9

3.0 4.8

19.1

7.0

1.9 ▲2.1
5.7 2.7 ▲3.4

Total: 99.4

Customer BusinessAccount Solution

Vendor Solution

LIFE

Real Estate

Environment & Renewable Energy

Aviation

Logistics

Mobility

OthersAdjustments

Operating results by reportable segment are presented below.
Customer Business
Segment profit increased by ¥7.9 billion or 31.2% from the previous fiscal year (reference value) to ¥33.4 billion mainly thanks
to business growth of ENGS Holdings Inc., a U.S. sales finance company, and an increase in gain on sale of strategic
shareholdings.
Account Solution
Segment profit increased by ¥6.9 billion or 34.9% from the previous fiscal year (reference value) to ¥26.9 billion mainly thanks
to business growth in Europe and the United States despite an increase in selling, general, and administrative expenses associatedwith expansion of business activities.
Vendor Solution
Segment profit decreased by ¥1.1 billion or 28.2% from the previous fiscal year (reference value) to ¥3.0 billion due to a decrease
in segment assets despite an increase in the volume of new transactions.
LIFE
Segment profit increased by ¥0.6 billion or 14.6% from the previous fiscal year (reference value) to ¥4.8 billion thanks to anincrease in sales gain of logistics facilities in real estate-related businesses and a decrease in selling, general and administrative
expenses.
Real Estate
Segment profit decreased by ¥8.8 billion or 31.7% from the previous fiscal year (reference value) to ¥19.1 billion due to thereactionary fall in sales gains and absence of compensation received in association with the redevelopment project, both recordedin the previous fiscal year.
Environment & Renewable Energy
Segment profit remained flat compared to the previous fiscal year (reference value) at ¥7.0 billion mainly due to the absence ofthe gain on step acquisition in the solar power generation business recorded in the previous fiscal year despite an increase inelectricity sales revenue.
Aviation
Segment profit increased by ¥2.9 billion or 105.4% from the previous fiscal year (reference value) to ¥5.7 billion mainly thanks
to an increase in gain on sale of assets and posting of gain on sale of certain receivables from bankrupt debtors, despite recognitionof credit costs for certain existing customers, expenses in relation to modification of terms for certain existing lease contracts,
posting of impairment losses, and foreign exchange losses related to borrowings denominated in foreign currencies in certain
businesses.

- 35 -

Logistics
Segment profit increased by ¥0.8 billion or 47.7% from the previous fiscal year (reference value) to ¥2.7 billion mainly thanks
to a steady performance by marine container leasing company Beacon Intermodal Leasing, LLC and an increase in equity-method
investment gains in the auto leasing business, despite recording one-time expenses in connection with reconfiguration of portfolio
in the railway freight car leasing business and expenses related to the acquisition of CAI International, Inc.
Mobility
Segment profit increased by ¥1.1 billion or 160.7% from the previous fiscal year (reference value) to ¥1.9 billion mainly thanks
to an increase in gain on sales of vehicles for which the leasing term has matured in Japan and overseas etc., responding to thehigh demand for used cars on a global basis.
OthersSegment profit decreased by ¥3.1 billion from the previous fiscal year (reference value) to a segment loss of ¥3.4 billion primarily
due to recording credit costs for certain customers in the infrastructure business.
In line with the organizational changes, the reportable segments will be changed in the fiscal year ending March 31, 2023.

- 36 -

Segment profits or losses by reportable segments

Reportable Segment(Billions of yen)
Fiscal year ended
March 31, 2021
(Reference value)

Fiscal year ended
March 31, 2022

Customer Business

25.5

33.4

Account Solution

19.9

26.9

34.9

Vendor Solution

4.1

3.0

(28.2)

LIFE

4.2

4.8

14.6

Real Estate
Environment &Renewable Energy
Aviation

28.0

19.1

(31.7)

7.0

7.0

0.8

2.8

5.7

105.4

Logistics

1.8

2.7

47.7

Change (%)
31.2

Mobility

0.7

1.9

160.7

Others

(0.2)

(3.4)

–

Adjustments

(6.9)

(2.1)

–

Total

87.1

99.4

14.0

(Notes) 1. Adjustments of segment profit (loss) consist mostly of adjustments of company-wide expenses included inselling, general and administrative expenses not allocated to any reportable segments.
2. Segment profit (loss) is consistent with net income attributable to owners of the parent on the consolidated
statements of income.
Segment assets by reportable segments(Billions of yen)

Reportable Segment

As of March 31, 2021
(Reference value)

As of March 31, 2022

Change (%)

Customer Business

2,129.5

2,002.1(6.0)

Account Solution

2,109.2

2,353.4

11.6

Vendor Solution

434.4

424.6

(2.3)

LIFE

321.8

312.7

(2.8)

Real Estate
Environment &Renewable Energy
Aviation

955.6

974.9

2.0

322.4

315.4

(2.1)

1,203.8

1,365.1

13.4

Logistics

545.5

1,063.2

94.9

Mobility

161.1

174.8

8.5

Others

355.7

355.5

(0.1)

Adjustments

65.4

3.2

(95.1)

8,604.8

9,345.3

8.6

Total

(Notes) 1. Segment assets include operating assets, equity-method investments, goodwill and investment securities.
2. Adjustments of segment assets consist mostly of goodwill recognized when Diamond Lease Company Limitedand UFJ Central Leasing Co., Ltd. merged and became Mitsubishi UFJ Lease & Finance Company Limited in2007 and other segment assets such as investment securities related to corporate, which are not attributable toany reportable segments, and offsets in transactions between segments.

- 37 -

(iii) Financial position
As of March 31, 2022, total assets increased by ¥4,313.9 billion from the previous fiscal year-end to ¥10,328.8 billion, mainly
thanks to the business integration with Hitachi Capital on April 1, 2021. Total equity rose by ¥515.5 billion to ¥1,333.4 billion
and interest-bearing debt (excluding lease obligations) increased by ¥3,431.1 billion to ¥8,066.0 billion. The equity-to-asset
ratio fell 0.7 percentage points to 12.7%.
(iv) Capital resources and liquidity of funds
We obtain a large amount of funds in domestic and foreign currencies to fund our operations such as lease transactions andproviding loans.
Interest-bearing debt balances (excluding lease obligations) have increased by ¥3,431.1 billion to ¥8,066.0 billion, and total
liabilities increased by ¥3,798.4 billion to ¥8,995.4 billion. For interest-bearing debt, long-term liabilities such as long-termborrowings increased by ¥2,004.3 billion to ¥5,290.0 billion, while short-term liabilities such as short-term borrowings andcommercial papers increased by ¥1,426.7 billion to ¥2,776.0 billion.
We are committed to securing funds to support our businesses at any time while we control the cost of funds. We diversify
our financing methods such as by using indirect financing through borrowings from financial institutions and direct financing
through corporate bonds, commercial paper, and securitization of lease receivables. With regard to indirect financing, we
continue borrowing from wide range of financial institutions with long standing relationship, such as Japan’s three megabanks, regional banks, and life insurance companies. With regard to direct financing, we diversify our funding source, suchas issuing bonds for retail investors as well as financing from banks and institutional investors.
With regard to fund management in the Group, we have centralized financing operation to Mitsubishi HC Capital, Regional
Treasury Base, and overseas subsidiaries to allocate funds efficiently through group finance.
From the perspective of liquidity, we manage cash flow closely and monitor funding liquidity risk even in normal times. The
quarterly ALM Committee, identifies the current status and issues of liquidity risk and discusses measures against the risk.
We are committed to maintaining a strong financial position through these risk management initiatives.
In order to prepare for changes in the funding environment due to financial market turmoil and various risks, we have madeoverdraft agreements and commitment line agreements with multiple financial institutions to secure liquidity support in theevent of an emergency. At the end of the fiscal year, the undrawn commitment in the Group amounted to ¥678.1 billion.
For cash flows, please refer to “(ii) Cash flows” in “(1) Overview of operating results, etc.” in “3. Management’s Analyses ofConsolidated Financial Position, Operating Results and Cash Flows” of “Item 2. Business Overview.”(v) Significant accounting estimates and assumptions used in such estimates
Of the accounting estimates used in the preparation of the consolidated financial statements and the non-consolidated financial
statements and the assumptions used in such estimates, those that are significant are described in “Notes on Significant
Accounting Estimates” in “1. Consolidated Financial Statements, Etc.” of “Item 5. Financial Information” and “Notes on
Significant Accounting Estimates” in “2. Non-Consolidated Financial Statements, Etc.” of “Item 5. Financial Information.”- 38 -

(3) Status of operating loans receivable based on the Cabinet Office Ordinance on Disclosure of Specified Finance Companies,
etc. (Ordinance of the Ministry of Finance No. 57 of May 19, 1999)
The status of operating loans receivable in the Company is as follows.
(i)

Breakdown of loans receivable outstanding by type(As of March 31, 2022)
Average contracted
interest rate(%)

Number (items)

Percentage (%)

Balance (Millionsof yen)Percentage (%)

Unsecured (excluding
housing)

49

0.49

56

0.01

2.15

Secured (excluding housing)

－

－

－

－

－

6,605

65.94

36,693

2.05

1.38

6,654

66.43

36,749

2.06

1.38

Total

3,363

33.57

1,750,947

97.94

1.57

Total

10,017100.001,787,696

100.001.55

Type of loans receivable
For consumers

For housing
Total
For business operators(ii) Breakdown of financing(As of March 31, 2022)
Lenders, etc.

Balance (Millions of yen)

Average financing interest rate (%)

Borrowings from financial institutions, etc.

2,206,164

0.85

Others2,242,777

0.69

2,129,882

0.71

4,448,942

0.77

866,959－

33,196－

Bonds andCommercial papers
Total
Shareholders’ equity
Share capital andcapital contributions(Notes) 1. The total amount of loans receivable transferred in the fiscal year under review was ¥0 million.
2. The average financing interest rate is the weighted average interest rate based on the contracted interest rate on the yearend balance of borrowings, etc.

- 39 -

(iii) Breakdown of loans receivable outstanding by industry(As of March 31, 2022)
Number of obligors(items)

By industry

Percentage (%)

Balance (Millions ofyen)

Percentage (%)

Manufacturing

133

2.10

24,251

1.36

Construction

17

0.27

769

0.04

42

0.66

99,427

5.56

Transport and communications

37

0.58

296,006

16.56

Wholesale and retail trade, and eating
and drinking places

235

3.71

15,306

0.86

Finance and insurance

36

0.57

228,223

12.77

Real estate

227

3.58

386,803

21.64

Service610

9.63

634,363

35.48

Agriculture

－

－

－

－

Individuals

4,905

77.40

36,749

2.05

95

1.50

65,795

3.68

6,337

100.001,787,696

100.00Electricity, gas, heat supply andwater

OthersTotal(iv) Breakdown of loans receivable outstanding by collateral(As of March 31, 2022)
Type of collateral received

Balance (Millions of yen)

Securities

Percentage (%)

－

－

－

－

7,619

0.43

2,886

0.16

Merchandise－－

Real Estate

175,130

9.80

Foundation

162

0.01

3,836

0.21

186,749

10.45

Guarantees

10,2690.57

Unsecured

1,590,678

88.98

1,787,696

100.00including shares
Claimincluding deposits

Others
Total

Total

- 40 -

(v) Breakdown of loans receivable outstanding by period(As of March 31, 2022)
By period

Balance (Millions ofyen)

Number (items)

Percentage (%)

916

9.14

63,318

3.54

Over 1 year to 5 years

1,228

12.26

808,97745.25

Over 5 years to 10 years

1,069

10.67

353,546

19.78

Over 10 years to 15 years

97

0.97

195,026

10.91

Over 15 years to 20 years

849

8.48

303,104

16.96

Over 20 years to 25 years

1,710

17.07

11,996

0.67

Over 25 years

4,148

41.41

51,7272.89

10,017100.001,787,696

100.001 year or less

Total
Average period per case

Percentage (%)

8.59 years(Note) Periods are on a contractual term basis.

- 41 -

4. Material Agreements, Etc.
(1) Aircraft purchase agreement between JSA International U.S. Holdings, LLC, a consolidated subsidiary of the Company, andBoeingContract company
name
JSA International
U.S. Holdings, LLC

Contract year

Contractor

Fiscal year
ended March 31,
2019

Boeing

Expected dateof receipt
Since 2023
up to 2025

Description of the contract
Aircraft purchase agreement
・Boeing 737 Max 8

22 aircraft (Note)(Note) In the previous fiscal year, the Company entered into an agreement to change the number of aircraft purchased to 22
from 30 in the initial agreement.
(2) At the Board of Directors meeting held on June 18, 2021, the Company resolved to acquire all the shares of CAI
International, Inc. (hereinafter referred to as “CAI”) through a merger between Cattleya Acquisition Corp.
(Delaware/hereinafter referred to as “Acquiring Subsidiary”), a wholly owned subsidiary in the U.S. established by theCompany for the acquisition, and CAI (in a reverse triangular merger), and entered into a merger agreement between the
Company, the Acquiring Subsidiary and CAI. Details are as described in “Notes to Business Combinations” in “1.
Consolidated Financial Statements, Etc.” of “Item 5. Financial Information.”

5.

Research and Development Activities
There is nothing to be noted.

- 42 -

Item 3. Property, Plants and Equipment
1. Leased Assets(1) Overview of capital investments
The breakdown of capital investment in leased assets at the Group (the Company and its consolidated subsidiaries) for the
fiscal year under review is as follows.
Category

Acquisition cost (Millions of yen)

Operating lease assets

436,249(Note) Lease assets transferred from lease investment assets due to the conclusion of a renegotiated lease agreement after the completionof a finance lease transaction are not included.
Breakdown of assets sold or retired due to the termination of lease transactions during the fiscal year under review are as
follows.
Category

Book value (Millions of yen)

Operating lease assets

148,205(Note) Includes sales and retirement of leased assets under renegotiated lease agreements.
(2) Major facilities
The breakdown of leased assets at the Group is as follows.
Category

Book value (Millions of yen)

Operating lease assets

3,125,644(Note) Includes leased assets under renegotiated lease agreements.
(3) Plans for capital investment, disposal of property, plants and equipment, etc.
There are no plans to build or dispose of important facilities. The Group offers flexible services which are not limited tofinancial functions while utilizing various functions related to tangible and intangible assets, and has not formulated a capital
investment plan that targets only leased assets. Based on contracts, etc. with business partners, assets related to operatingleases, etc. are acquired and disposed of as needed.

2. Assets for Own Use(1) Overview of Capital Investments
There is nothing to be noted.
(2) Major Facilities
There is nothing to be noted.
(3) Plans for Capital Investment, Disposal of Property, Plants and Equipment, Etc.
There is nothing to be noted.

- 43 -

Item 4. Information on the Company
1. Information on the Company’s Shares, Etc.
(1) Total number of shares, etc.
(i)

Total number of shares
Type

(ii)

Common shares

4,800,000,000

Total

4,800,000,000

Outstanding shares
Number of shares issued as ofType

Total number of authorized sharesthe end of the fiscal year
(March 31, 2022)

Commonshares1,466,912,244

Total

1,466,912,244

Name of financial instrument exchange
Number of shares issued asor registered authorized financialof the date of submission
instrument firm association on which(June 28, 2022)
shares are listed(As of the end of the fiscal year)
First Section of the Tokyo Stock
Exchange
First Section of the Nagoya Stock
Exchange
1,466,912,244(As of the submission date)Prime Market of the Tokyo Stock
Exchange
Premier Market of the Nagoya Stock
Exchange
1,466,912,244

Description

Number ofshares per unit
100

―

―

(2) Stock acquisition, etc.
(i)

Description of the stock option plan

Date of resolution

Category and number of grantees (persons)September 29, 2010

September 29, 2011

Directors of the Company: 9(excluding Outside Directors)

Directors of the Company: 10(excluding Outside Directors)

Executive Officers of the Company:
17

Executive Officers of the Company:
17(excluding those concurrently
holding positions as Directors)(excluding those concurrently
holding positions as Directors)

Number of stock acquisition rights*
Class, description and number of shares to be issued
upon exercise of stock acquisition rights*

521

542

Common shares
52,100 (Note 1)

Common shares
54,200 (Note 1)

Amount to be paid upon exercise of stock acquisition¥1 per sharerights*Exercise period of stock acquisition rights*
Issue price of shares and additional paid-in capital per
share if shares are issued upon exercise of stockacquisition rights*

From October 16, 2010

From October 15, 2011

to October 15, 2040

to October 14, 2041

Issue price: ¥250.2

Issue price: ¥283.2

Additional paid-in capital per
share: ¥125.1

Additional paid-in capital per share:¥141.6

Conditions for exercise of stock acquisition rights*(Note 2)Matters concerning the transfer of stock acquisition

Acquisition of stock acquisition rights by transfer shall be subject to theapproval of the Board of Directors of the Company by its resolution.

rights*Matters concerning the delivery of stock acquisitionrights in connection with organizational
restructuring*(Note 3)- 44 -

Date of resolution

Category and number of grantees (persons)September 27, 2012

September 26, 2013

Directors of the Company: 10(excluding Outside Directors)

Directors of the Company: 10(excluding Outside Directors)

Executive Officers of the Company:
17

Executive Officers of the Company:
19(excluding those concurrently
holding positions as Directors)(excluding those concurrently
holding positions as Directors)

Number of stock acquisition rights*

1,546

1,522

Class, description and number of shares to be issued

Common shares

Common shares

upon exercise of stock acquisition rights*

154,600 (Note 1)

152,200 (Note 1)

Amount to be paid upon exercise of stock acquisition¥1 per sharerights*Exercise period of stock acquisition rights*
Issue price of shares and additional paid-in capital per
share if shares are issued upon exercise of stockacquisition rights*

From October 16, 2012
to October 15, 2042

From October 16, 2013
to October 15, 2043

Issue price: ¥312.9
Issue price: ¥503
Additional paid-in capital per share: Additional paid-in capital per share:¥156.5¥252

Conditions for exercise of stock acquisition rights*(Note 4)

Matters concerning the transfer of stock acquisitionrights*Acquisition of stock acquisition rights by transfer shall be subject to theapproval of the Board of Directors of the Company by its resolution.

Matters concerning the delivery of stock acquisitionrights in connection with organizational
restructuring*(Note 3)

Date of resolution

Category and number of grantees (persons)September 25, 2014

September 29, 2015

Directors of the Company: 10(excluding Outside Directors)

Directors of the Company: 9(excluding Outside Directors)

Executive Officers of the Company:
18

Executive Officers of the Company:
20(excluding those concurrently
holding positions as Directors)(excluding those concurrently
holding positions as Directors)

Number of stock acquisition rights*
Class, description and number of shares to be issued

Common shares

upon exercise of stock acquisition rights*

192,300 (Note 1)

Amount to be paid upon exercise of stock acquisitionrights*Exercise period of stock acquisition rights*

2,284[2,187]

1,923

Common shares
228,400 (Note 1)[218,700] (Note 1)¥1 per share

From October 16, 2014

From October 16, 2015

to October 15, 2044

to October 15, 2045

Issue price: ¥491

Issue price: ¥547

Issue price of shares and additional paid-in capital per
share if shares are issued upon exercise of stock
Additional paid-in capital per share:acquisition rights*¥246

Additional paid-in capital per share:¥274

Conditions for exercise of stock acquisition rights*(Note 4)

Matters concerning the transfer of stock acquisition

Acquisition of stock acquisition rights by transfer shall be subject to theapproval of the Board of Directors of the Company by its resolution.

rights*Matters concerning the delivery of stock acquisitionrights in connection with organizational
restructuring*(Note 3)- 45 -

Date of resolution

Category and number of grantees (persons)September 29, 2016

September 27, 2017

Directors of the Company: 9(excluding Outside Directors)

Directors of the Company: 9(excluding Outside Directors)

Executive Officers of the Company:
20

Executive Officers of the Company:
27(excluding those concurrently
holding positions as Directors)(excluding those concurrently
holding positions as Directors)

Number of stock acquisition rights*
Class, description and number of shares to be issued
upon exercise of stock acquisition rights*

3,400

4,141

[3,285][3,813]

Common shares

Common shares

340,000 (Note 1)[328,500] (Note 1)

414,100 (Note 1)[381,300] (Note 1)

Amount to be paid upon exercise of stock acquisition¥1 per sharerights*Exercise period of stock acquisition rights*

From October 15, 2016

From October 14, 2017

to October 14, 2046

to October 13, 2047

Issue price: ¥437
Issue price of shares and additional paid-in capital per
share if shares are issued upon exercise of stock
Additional paid-in capital per share:acquisition rights*¥219

Issue price: ¥567
Additional paid-in capital per share:¥284

Conditions for exercise of stock acquisition rights*(Note 4)

Matters concerning the transfer of stock acquisitionrights*Acquisition of stock acquisition rights by transfer shall be subject to theapproval of the Board of Directors of the Company by its resolution.

Matters concerning the delivery of stock acquisitionrights in connection with organizational
restructuring*(Note 3)- 46 -

Date of resolution

Category and number of grantees (persons)June 28, 2018
Directors of the Company: 6

Directors of the Company: 5(excluding Outside Directors)
Executive Officers of the Company:(excluding Outside Directors)
Executive Officers of the Company:

33(excluding those concurrently

30(excluding those concurrently

holding positions as Directors)

holding positions as Directors)

3,836[3,459]4,797[4,545]

Common shares
383,600 (Note 1)

Common shares
479,700 (Note 1)[345,900] (Note 1)[454,500] (Note 1)

Number of stock acquisition rights*
Class, description and number of shares to be issued
upon exercise of stock acquisition rights*
Amount to be paid upon exercise of stock acquisitionrights*Exercise period of stock acquisition rights*

June 25, 2019¥1 per share
From July 14, 2018
to July 13, 2048

From July 13, 2019
to July 12, 2049

Issue price: ¥591
Issue price of shares and additional paid-in capital per
share if shares are issued upon exercise of stock
Additional paid-in capital per share:acquisition rights*¥296

Issue price: ¥514
Additional paid-in capital per share:¥257

Conditions for exercise of stock acquisition rights*(Note 4)

Matters concerning the transfer of stock acquisition

Acquisition of stock acquisition rights by transfer shall be subject to theapproval of the Board of Directors of the Company by its resolution.

rights*Matters concerning the delivery of stock acquisitionrights in connection with organizational
restructuring*(Note 3)- 47 -

Date of resolution

June 24, 2020

June 25, 2021
Directors of the Company: 6

Category and number of grantees (persons)

Directors of the Company: 5(excluding Outside Directors)(excluding Outside Directors andDirectors who are Audit andExecutive Officers of the Company:
31

Supervisory Committee Members)
Executive Officers of the Company:(excluding those concurrently
holding positions as Directors)

55(excluding those concurrently
holding positions as Directors)

4,963[4,710]

Number of stock acquisition rights*
Class, description and number of shares to be issued
upon exercise of stock acquisition rights*

Common shares
496,300 (Note 1)

Common shares
850,300 (Note 1)[471,000] (Note 1)

Amount to be paid upon exercise of stock acquisitionrights*Exercise period of stock acquisition rights*

8,503¥1 per share
From July 16, 2020
to July 15, 2050

From July 16, 2021
to July 15, 2051

Issue price: ¥425
Issue price of shares and additional paid-in capital per
share if shares are issued upon exercise of stock
Additional paid-in capital per share:acquisition rights*¥213
Conditions for exercise of stock acquisition rights*
Matters concerning the transfer of stock acquisitionrights*(Note 4)

Issue price: ¥500
Additional paid-in capital per share:¥250(Note 5)Acquisition of stock acquisition rights by transfer shall be subject to theapproval of the Board of Directors of the Company by its resolution.

Matters concerning the delivery of stock acquisitionrights in connection with organizational
restructuring*(Note 3)*Description as of the last day of the fiscal year under review (March 31, 2022) is presented. For matters that changed from the last
day of the fiscal year under review to the end of the month before the submission date (May 31, 2022), the description as of the endof the month before the submission date is described in [ ], and for other matters, there is no change from the description as of thelast day of the fiscal year under review.
(Notes) 1. The class of shares to be issued upon exercise of the stock acquisition shall be common shares, and the number of shares
to be issued upon exercise of each stock acquisition (hereinafter referred to as the “Number of Shares Granted”) shall be
100 shares.
If the Company splits its common shares (including gratis allotment of shares of common shares of the Company; the same
shall apply hereinafter to the description of a share split) or consolidates its common shares after the date on which thestock acquisition rights are allotted (hereinafter referred to as the “Allotment Date”), the Number of Shares Granted shallbe adjusted according to the following formula; provided, however, that such adjustment shall be made to the number ofshares underlying the stock acquisition rights that have not been exercised at the time of such adjustment, and any fraction
less than one share arising from such adjustment shall be discarded.
Number of Shares Granted after adjustment = Number of Shares Granted before adjustment × Ratio of stock split or
stock consolidation
Number of Shares Granted after adjustment shall apply in the case of a stock split on or after the day following the record
date of such stock split (if the record date is not specified, the effective date thereof) and in the case of a share consolidation
on or after the effective date thereof; provided, however, that in cases where a stock split is carried out on the condition
that a proposal to increase share capital or reserves by reducing the amount of surplus is approved at the General Meetingof Shareholders of the Company, and where the record date for the stock split is a day on or before the date of conclusionof such General Meeting of Shareholders, the Number of Shares Granted after adjustment shall apply on or after the day
following the date of conclusion of such General Meeting of Shareholders.

- 48 -

In addition to the above, if the Company carries out a merger, company split or share exchange or otherwise requires anadjustment to the Number of Shares Granted after the Allotment Date, the Company may make an adjustment to the
Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
2. (1) In addition to the period within “exercise period of stock acquisition rights,” stock acquisition right holders may
exercise stock acquisition rights within a period not exceeding five years from the date on which one year has passed
from the date following the date on which they lost their positions as Directors, Corporate Auditors or Executive
Officers of the Company.
(2) Notwithstanding (1) above, if a proposal for approval of a merger agreement under which the Company will become
an extinct company, a proposal for approval of a company split agreement or company split plan under which theCompany will become a splitting company, or a proposal for approval of a share exchange agreement or share transfer
plan under which the Company will become a wholly-owned subsidiary is approved at the General Meeting of
Shareholders of the Company (if a resolution of the General Meeting of Shareholders is not required, a resolution of
the Board of Directors of the Company is adopted), stock acquisition rights may be exercised within 30 days from the
day following the date of such approval; provided, however, that this shall not apply to cases where the stock acquisitionrights of the restructured company are delivered to the stock acquisition right holders in accordance with the mattersrelated to delivery of stock acquisition rights in accordance with the organizational restructuring as set forth in (Note3) below.
(3) Other conditions shall be as set forth in the “Share Option Allotment Agreement” to be concluded between the
Company and the stock acquisition holders.
3. In the event the Company merges (only if the Company disappears as a result of merger), performs an absorption-typecompany split or an incorporation-type company split (only if the Company is to be a splitting company), or conducts ashare exchange or a share transfer (only if the Company becomes a wholly-owned subsidiary) (hereinafter collectively
referred to as “Organizational Restructuring”), stock acquisition rights of a corporation described in Article 236, Paragraph
1, Item (viii) (a) through (e) of the Companies Act (hereinafter referred to as “Restructured Company”) shall be delivered
respectively to stock acquisition right holders remaining unexercised (hereinafter referred to as “Remaining Stock
Acquisition Rights”) immediately prior to the effective day of Organizational Restructuring (this means the day on which
an absorption-type merger becomes effective with regard to an absorption-type merger, the day of formation of the stockcompany incorporated in the consolidation-type merger with regard to a consolidation-type merger, the day on which anabsorption-type company split becomes effective with regard to an absorption-type company split, the day of formation of
the stock company incorporated in the incorporation-type split with regard to an incorporation-type company split, the dayon which a share exchange becomes effective with regard to a share exchange, and the day of formation of the wholly
owning parent company incorporated in the share transfer with regard to a share transfer; the same shall apply hereinafter);provided, however, that the delivery of stock acquisition rights of the Restructured Company in accordance with thefollowing items shall be subject to the provisions of the absorption-type merger agreement, consolidation-type merger
agreement, absorption-type company split agreement, incorporation-type company split plan, share exchange agreement
or share transfer plan.
(1) Number of stock acquisition rights of the Restructured Company to be delivered
The same number of stock acquisition rights as the number of remaining stock acquisition rights held by the stockacquisition right holders shall be delivered respectively.
(2) Class of shares of the Restructured Company to be issued upon exercise of stock acquisition rights
Common shares of the Restructured Company.
(3) Number of shares of the Restructured Company to be issued upon exercise of stock acquisition rights
To be decided according to (Note 1) above after taking into consideration the conditions, etc. of the Organizational
Restructuring.
(4) Value of assets to be contributed upon exercise of stock acquisition rights
Value of assets to be contributed upon the exercise of each stock acquisition right to be delivered shall be the amountobtained by multiplying the exercise price after restructuring as specified below by the number of shares of the
Restructured Company to be issued for each stock acquisition right as determined in accordance with (3) above. The
exercise price after restructuring shall be 1 yen per share of the Restructuring Company that can be delivered byexercising each stock acquisition right to be delivered.
(5) Period during which stock acquisition rights can be exercised
Starting from the later of either the initial date of the exercise period of stock acquisition rights as stipulated in the“exercise period of stock acquisition” or the date on which the Organizational Restructuring becomes effective andending on the expiration date for the exercise of stock acquisition rights as stipulated in the “exercise period of stockacquisition rights.”- 49 -

(6) Matters concerning increase in share capital and capital reserve by issuing of shares upon exercise of stock acquisitionrights(i) Amount of share capital to be increased with the issuance of shares upon exercise of stock acquisition rights shall be
1/2 of the maximum amount of increase in share capital as calculated in accordance with Article 17, Paragraph 1 of
the Regulations on Corporate Accounting, and where any fraction less than one yen arises as a result of the calculation,such fraction shall be rounded up.
(ii) Amount of capital reserve to be increased with the issuance of shares upon exercise of stock acquisition rights shallbe the maximum amount of increase in share capital as described in (i) above less the amount of share capital increase
as described in (i) above.
(7) Restriction on the acquisition of stock acquisition rights by transfer
Acquisition of stock acquisition rights by transfer shall be subject to the approval of the board of Directors of the
Restructured Company by its resolution.
(8) Conditions for exercise of stock acquisition rights
To be determined in accordance with (Note 2) above.
(9) Terms of acquisition of stock acquisition rights
The Company may acquire stock acquisition rights on the date specifically determined by the Board of Directors of
the Company without any compensation if proposals (i), (ii), (iii), (iv) or (v) below are approved by the General
Meeting of Shareholders of the Company (if a resolution of the General Meeting of Shareholders is not required, aresolution of the Board of Directors of the Company is adopted).
(i) Proposal to approve a merger agreement under which the Company will become an extinct company(ii) Proposal to approve a company split agreement or a company split plan under which the company will become asplitting company(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company will become awholly-owned subsidiary(iv) Proposal to approve an amendment to the Articles of Incorporation to create a provision, as a feature of all sharesissued by the Company, that the approval of the Company shall be required for the acquisition of such shares bytransfer(v) Proposal to approve an amendment to the Articles of Incorporation to create a provision that, as a feature of aclass of shares underlying stock acquisition rights, approval of the Company shall be required for the acquisitionof such class of shares by transfer, or that the Company shall acquire all of such class of shares by resolution of aGeneral Meeting of Shareholders of the Company
4. (1) In addition to the period within “exercise period of stock acquisition rights,” stock acquisition right holders may
exercise stock acquisition rights within a period not exceeding five years from the date on which one year has passed
from the date following the date on which they lost their positions as Directors, Corporate Auditors, Executive
Officers, etc. of the Company.
(2) Notwithstanding (1) above, if a proposal for approval of a merger agreement under which the Company will become
an extinct company, a proposal for approval of a company split agreement or company split plan under which theCompany will become a splitting company, or a proposal for approval of a share exchange agreement or share transfer
plan under which the Company will become a wholly-owned subsidiary is approved at the General Meeting of
Shareholders of the Company (if a resolution of the General Meeting of Shareholders is not required, a resolution of
the Board of Directors of the Company is adopted), stock acquisition rights may be exercised within 30 days from the
day following the date of such approval; provided, however, that this shall not apply to cases where the stock acquisitionrights of the restructured company are delivered to the stock acquisition right holders in accordance with the mattersrelated to delivery of stock acquisition rights in accordance with the organizational restructuring as set forth in (Note3) above.
(3) Other conditions shall be as set forth in the “Share Option Allotment Agreement” to be concluded between the
Company and the stock acquisition right holders.
5. (1) In addition to the period within “exercise period of stock acquisition rights,” stock acquisition right holders may
exercise stock acquisition rights within a period not exceeding five years from the date on which one year has passed
from the date following the date on which they lost their positions as Directors or Executive Officers, etc. of theCompany.
(2) Notwithstanding (1) above, if a proposal for approval of a merger agreement under which the Company will become
an extinct company, a proposal for approval of a company split agreement or company split plan under which theCompany will become a splitting company, or a proposal for approval of a share exchange agreement or share transfer
plan under which the Company will become a wholly-owned subsidiary is approved at the General Meeting of- 50 -

Shareholders of the Company (if a resolution of the General Meeting of Shareholders is not required, a resolution of
the Board of Directors of the Company is adopted), stock acquisition rights may be exercised within 30 days from the
day following the date of such approval; provided, however, that this shall not apply to cases where the stock acquisitionrights of the restructured company are delivered to the stock acquisition right holders in accordance with the mattersrelated to delivery of stock acquisition rights in accordance with the organizational restructuring as set forth in (Note3) above.
(3) Other conditions shall be as set forth in the “Share Option Allotment Agreement” to be concluded between the
Company and the stock acquisition right holders.
(ii) Rights plan
Not applicable.
(iii) Other stock acquisition rights, etc.
Not applicable.

- 51 -

(3) Exercises, etc., of moving strike convertible bonds, etc.
Not applicable.
(4) Changes in number of issued shares, share capital, etc.

Date

Changes in
number ofissued shares(Thousandshares)Balance of
number ofissued shares(Thousandshares)Changes inshare capital(Millions ofyen)

Balance ofshare capital(Millions ofyen)

Changes incapital reserve(Millions ofyen)

Balance ofcapital reserve(Millions ofyen)

April 1, 2021

571,078

1,466,912―

33,196―33,802(Note) As a result of the merger of Mitsubishi UFJ Lease & Finance Company Limited and Hitachi Capital Corp. (merger ratio: 1: 5.1)
on April 1, 2021, the total number of issued shares increased 571,078 thousand shares to 1,466,912 thousand shares.

(5) Shareholding by shareholder category(As of March 31, 2022)
Status of shares (100 shares per unit)
Category

Financial
instruments
business
operators

Other
corporations

87

42

640

－

3,560,699

232,844

－

24.29

1.58

National andlocal
governments

Financial
institutions－

Number ofshareholders
Number ofshares held
(Units)Shareholding
ratio (%)

Foreign shareholders
Other than

Individuals

Total

Shares lessthan oneunit(Shares)

Individuals

and others

543

172

119,001

120,485－6,789,268

2,515,775

1,097

1,560,862

14,660,545

857,744

46.31

17.16

0.01

10.65

100.00－

individuals(Note) 30,754,328 shares of treasury shares are stated in “Individuals and others,” including 307,543 units, and 28 shares in Sharesless than one unit.

- 52 -

(6) Major shareholders

Name

Location

Number of shares
held (thousandsof shares)(As of March 31, 2022)
Ownership
percentage to thetotal number ofissued shares(excluding treasury
shares) (%)

Mitsubishi Corporation

3-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo

264,044

18.38

Mitsubishi UFJ Financial Group,Inc.

7-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo

208,345

14.50

Hitachi, Ltd.

6-6 Marunouchi 1-chome, Chiyoda-ku, Tokyo

167,678

11.67

The Master Trust Bank of Japan,
Ltd. (Trust Account)11-3 Hamamatsucho 2-chome, Minato-ku, Tokyo

114,134

7.94

Custody Bank of Japan, Ltd.
(Trust Account)

8-12 Harumi 1-chome, Chuo-ku, Tokyo

55,176

3.84

MUFG Bank, Ltd.

7-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo

50,3483.50

1-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo

31,1002.16

4-5 Marunouchi 1-chome, Chiyoda-ku, Tokyo

28,431

1.97

2-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo

11,4190.79

1776 HERITAGE DRIVE, NORTH QUINCY,
MA 02171, U.S.A.
(15-1 Konan 2-chome, Minato-ku, Tokyo)

11,3300.78－

942,010

65.59

Meiji Yasuda Life Insurance
Company
Mitsubishi UFJ Trust andBanking Corporation (Note)
Tokio Marine & Nichido Fire
Insurance Co., Ltd.
STATE STREET BANK WEST
CLIENT - TREATY 505234(Standing proxy: Settlement &Clearing Services Department,
Mizuho Bank, Ltd.)
Total(Note) Shares in trust business is not included for Mitsubishi UFJ Trust and Banking Corporation.
(7) Voting rights(i)Issued shares(As of March 31, 2022)
Number of voting rights(Units)Category

Number of shares (Shares)

Shares without voting rights

－

－

－

Shares with restricted voting rights(treasury shares, etc.)

－

－

－

Shares with restricted voting rights (others)

－

－

－

30,754,300－－

1,435,300,200

14,353,002－

857,744－－

Total number of issued shares

1,466,912,244－－

Total number of voting rights－

14,353,002－

Shares with full voting rights (treasury shares, Common
etc.)sharesShares with full voting rights (others)
Shares less than one unit

CommonsharesCommonshares- 53 -

Description

(Notes) 1. The shares of common shares in the “Shares with full voting rights (others)” and “Shares less than one unit” columns
include 6,100 shares (61 voting rights) and 20 shares, respectively, held by Japan Securities Depository Center,
Incorporated.
2. The shares of common stock in the “Shares with full voting rights (others)” and Shares less than one unit” columns include
302,000 shares (3,020 voting rights) and 73 shares, respectively, held by the trust as a performance-based stockcompensation plan implemented by the former Hitachi Capital Corp.
(ii) Treasury shares, etc.
(As of March 31, 2022)

Name of shareholders

Mitsubishi HC Capital Inc.

Address of shareholders

Number ofshares held
under own
name (Shares)

Numberof shares
held under
the namesof others(Shares)

Total shares
held (Shares)

30,754,300－

30,754,300

2.09

30,754,300－

30,754,300

2.09

5-1, Marunouchi 1chome, Chiyoda-ku,
Tokyo

Total

－

Ownership
percentage to thetotal number ofissued shares (%)

2. Acquisitions, etc. of Treasury SharesClass of shares, etc.- Acquisition of shares of common shares pursuant to Article 155, Item 7 of the Companies Act, acquisitionof shares of common shares pursuant to Article 155, Item 9 of the Companies Act, and acquisition of sharesof common shares pursuant to Article 155, Item 11 of the Companies Act(1) Acquisitions by a resolution of the General Meeting of Shareholders
Not applicable.
(2) Acquisitions by a resolution of the Board of Directors
Category

Number of shares (Shares)

Resolution of the Board of Directors (May 17, 2021)

Total amount (Yen)329

210,560

Treasury shares acquired before the fiscal year underreview――

Treasury shares acquired during the fiscal year underreview

329

210,560

―

―

―

―

Treasury shares acquired during the period――

Unexercised rate as of the submission date (%)――(Date of acquisition: May 17, 2021)

Total number and total amount of remaining shares to beacquired by the resolution
Unexercised rate as of the end of the fiscal year underreview (%)(Notes) 1. The Company purchased treasury shares pursuant to the provisions of Article 234, Paragraphs 2, 4 and 5 of theCompanies Act for the disposal of fractions of less than one share arising from the merger effective April 1, 2021.
2. The purchase unit is the closing price of the Company’s shares on Tokyo Stock Exchange, Inc. and Nagoya Stock
Exchange, Inc. on the purchase date.
(3) Acquisitions not based on a resolution of the General Meeting of Shareholders or the Board of Directors
Category

Number of shares (Shares)

Treasury shares acquired during the fiscal year under review
Treasury shares acquired during the period

Total amount (Yen)

4,503

2,818,912

130

78,760(Note) 1. The treasury shares acquired during the period do not include shares purchased for fractional shares from June 1, 2022 until
the date of submission of this Annual Securities Report.

- 54 -

(4) Disposals or holding of acquired treasury shares
During the fiscal year under review
Category

Number of shares(Shares)Acquired treasury shares that were offered toTotal disposal
amount(Yen)

During the period
Number of shares(Shares)

Total disposal
amount
(Yen)

―

―

―

―

―

―

―

―

―

―

―

―

296,520556,200

142,200

142,200

30,754,328―

30,612,258―

subscribers for subscription
Acquired treasury shares that were canceled
Acquired treasury shares that were transferred due
to merger, exchange of shares, issue of shares or
corporate split
Others (Note 1)
Number of treasury shares held

(Notes) 1. The breakdown of the disposal of treasury shares acquired during the fiscal year under review is due to the exercise ofstock acquisition (number of shares: 296,100 shares, total disposal price: ¥296,100) and the sale of shares constituting
less than one unit (number of shares: 420 shares, total disposal price: ¥260,100). In addition, the disposal of treasury
shares acquired during the period is due to the exercise of stock acquisition.
2. The number of treasury shares to be disposed of during the period does not include the sale of shares constituting less than
one unit and the exercise of stock acquisition from June 1, 2022 to the submission date of this Annual Securities Report.
3. The number of treasury shares held during the period does not include any increase or decrease due to the purchase or saleof shares constituting less than one unit and the exercise of stock acquisition from June 1, 2022 to the submission date ofthis Annual Securities Report.

3. Dividend Policy
The Company’s basic policy is to return profits to shareholders through dividends.
The Company’s basic policy is to pay dividends of surplus twice a year, consisting of an interim dividend and a year-end dividend.
Pursuant to Article 459, Paragraph 1 of the Companies Act, the Company’s Articles of Incorporation stipulate that dividends ofsurplus may be paid by resolution of the Board of Directors.
The Company is subject to consolidated dividend regulations.
The Company is considering a medium-term target level for the dividend payout ratio in the formulation of the Medium-termManagement Plan covering a period of 3 years from fiscal 2023 (fiscal year ending March 2024). As stated in “(4) Target
performance indicators, 1. Management Policy, Business Environment and Tasks Ahead, Etc., Item 2. Business Overview,” theCompany currently expects the dividend payout ratio to be around 40%.
The Company will make effective use of retained earnings for future management by allocating it to funds for the purchase ofhigh-quality operating assets.
Dividends of surplus for the fiscal year under review are as follows:

Date of resolution
November 12, 2021
Board of Directors’ resolution
May 24, 2022
Board of Directors’ resolution

Total dividend amount(Millions of yen)

Dividend per share(Yen)

18,667

13.00

21,54215.00- 55 -

4. Corporate Governance, Etc.
(1) Overview of corporate governance(i) Basic stance on corporate governance
The Company recognizes that transparent and sound management is one of its social responsibilities, with a focus onsustainable growth and medium- to long-term enhancement of corporate value. The Company respects the rights and interestsof all stakeholders, including shareholders, customers, local communities, and employees, and strives to contribute to therealization of a prosperous society while responding to their trust.
In order to fulfill its social responsibilities, the Company has established the “Basic Policy on Corporate Governance” and the“Mitsubishi HC Capital Group’s Code of Ethics,” and is continuously working to enhance its corporate governance byrevitalizing the Board of Directors, improving the Audit and Supervisory Committee and internal audit system, disclosing
information in a timely and appropriate manner, and promoting investor relations (IR) activities.
Basic Policy on Corporate GovernanceAppropriate cooperation with all stakeholders
Based on Out Mission, which serve as guidelines for all activities, and the Mitsubishi HC Capital Group’s Code of Ethics
and Code of Conduct, which serve as standards of judgment and conduct for all employees, the Company strives tocooperate appropriately with shareholders, customers, local communities, employees, and various other stakeholders.
We will also strive to foster a corporate culture and culture that respects the diversity of our stakeholders and respects theirrights, positions, and sound business ethics.
Appropriate information disclosure and transparency
The Company actively and continuously discloses information in order to gain the trust and appropriate evaluation of its
stakeholders. In addition, the Company will develop and properly operate an internal system for accurate, prompt and fairdisclosure of information on the Company’s management policies, business strategies, business activities and financial
conditions.
In addition to the items required to be disclosed by laws and regulations, we voluntarily and proactively disclose nonfinancial information that is deemed useful to our stakeholders.
Securing the rights and equality of shareholders
The Company will take appropriate measures, including improving the environment, to ensure that shareholders’ rights are
secured and exercised effectively, and will give consideration to the equal treatment of all shareholders, including minority
and foreign shareholders.
Dialogue with shareholders
The Company will engage in constructive and proactive dialogue with shareholders through financial results briefings,
domestic and overseas IR events, etc., to ensure people gain an understanding of the Company’s management strategy, etc.,
and to take appropriate measures based on an understanding of the position of shareholders.
Responsibilities of the Board of Directors
All members of the Board of Directors of the Company, including Outside Directors, utilize their experience and knowledge
to invigorate the Board of Directors through open-minded discussions. In addition, the Board of Directors appropriately
fulfills its roles and responsibilities for the sustainable growth of the Company, the enhancement of medium- to long-term
corporate value, and the improvement of profitability and capital efficiency in an environment that supports appropriate
risk-taking.

- 56 -

Mitsubishi HC Capital Group’s Code of Ethics
Establishing Trust
Fully recognizing the weight of our social responsibility and public mission, we aim to establish the unshaken trust ofsociety through complete information management and sound and proper business activities, including the timely andappropriate disclosure of company information.
Customer-Oriented Approach
Consistently taking a customer-oriented approach and having good communication, we offer products and services that best
meet customers’ needs to obtain customers’ satisfaction and support.
Strict Compliance with Laws and Regulations
We strictly adhere to all applicable laws and rules (including social, industry, and company rules) and undertake appropriate
and sincere corporate activities in line with social norms. We also respect internationally accepted standards as a corporategroup operating globally.
Respect for Human Rights and the Environment
Respecting the personality and character of each other and emphasizing conservation of the global environment that is theshared asset of humankind, we pursue harmony with society.
Exclusion of Anti-Social Elements/Money-Laundering Prevention
We take a resolute stance against anti-social elements that threaten the order and safety of civil society.
In compliance with all applicable laws and regulations related to preventing money laundering, we take every possible
measure to block money laundering and terrorist financing.

- 57 -

(ii) Corporate governance systema.

Overview of corporate governance systems
The Company conducted a business integration through a merger with Hitachi Capital Corporation as of April 1, 2021. In
conjunction therewith, the Company transitioned into a company with an Audit and Supervisory Committee in order toenhance the fairness and transparency of management, strengthen the supervisory functionsof the Board of Directors, and enhance corporate governance.
i)

ii)

Matters concerning the Board of Directors and the Audit and Supervisory Committee
The Company implements a system to manage and operate business in line with the basic policy decided by the Board of
Directors. Each Outside Director has qualities appropriate for their positions, giving the Board of Directors a set ofdiversified and sufficient skills.
In addition, for timely, appropriate, and smooth provision of information in particular to Outside Directors, the Company
establishes the Audit and Supervisory Committee Office in which staff members assist the duties of the Audit andSupervisory Committee.
Please refer to “(3) Status of the audit” for matters concerning the Audit and Supervisory Committee.
Matters concerning the Governance Committee, the Nominating Committee and the Compensation Committee
As an advisory body to the Board of Directors, the Company has established the Governance Committee, which iscomposed of Outside Directors, Representative Directors, and others. It will widely exchange opinions on theenhancement of the effectiveness of the Board of Directors, and other matters concerning the Board of Directors, andcontinue to work on enhancing the soundness, transparency, and fairness of the Company’s management.
In addition, the Company has established the Nomination Committee and the Compensation Committee as advisory
bodies to the Board of Directors, in order to enhance the independence, objectivity and accountability of the functions of
the Board of Directors in relation to the nomination and compensation of Directors.
The Nomination Committee will deliberate on matters such as the nomination of Directors, the succession plan for the
President & CEO, and the knowledge, experience, and skills that Directors should possess.
The Compensation Committee will employ an external expert organization to regularly monitor the comparison between
the Company’s compensation system for Directors and the market level, and deliberate on various policies concerning
the compensation systems, levels, etc. for Directors.
The members and chairperson of the Nomination and Compensation Committees are selected by the Board of Directors,
and matters for deliberation at the Committees shall be resolved by a majority of the members present. The internal
rules stipulate that the Board of Directors shall make resolutions by respecting the contents of the resolutions of theCommittees.
Name of the organization and the names of its members
Name

Title

Board ofDirectors

Seiji Kawabe

Representative Director,
Chairman

Takahiro Yanai

Audit andSupervisory
Committee

GovernanceCommittee

Nominating
Committee◎◎◎

Representative Director
President & CEO〇〇

Kanji Nishiura

Representative Director
Deputy President〇〇

Kazumi Anei

Director
Deputy President〇

Taiju Hisai

Director
Deputy President〇

Haruhiko Sato

Director
Managing Executive
Officer〇

Hiroyasu Nakata

Director(Independent Outside
Director)

〇

〇

〇

〇

Yuri Sasaki

Director(Independent Outside
Director)

〇

〇

〇

〇

Go Watanabe

Director(Outside Director)

〇

〇

〇

〇

- 58 -

Compensation
Committee◎

Audit andSupervisory
Committee

Name

Title

Board ofDirectors

Takuya Kuga

Director(Outside Director)〇

Akira Hamamoto

Director (Audit andSupervisory Committee
Member)〇◎〇Koichiro Hiraiwa

Director (Audit andSupervisory Committee
Member)(Independent Outside
Director)〇〇

Hiroko Kaneko

Director (Audit andSupervisory Committee
Member)(Independent Outside
Director)〇

Masayuki Saito

Director (Audit andSupervisory Committee
Member)(Independent Outside
Director)〇(Note) ◎: Chairperson/Committee Chairperson, ○: Member- 59 -

GovernanceCommittee

Nominating
Committee

Compensation
Committee

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

iii) Matters concerning business execution
As a company with an Audit and Supervisory Committee, the Company delegates many business execution decisions to
the Executive Committee, a body which will deliberate and decide on important management matters, and expedites thedecision-making process, with the aim of strengthening the supervisory function of the Board of Directors. In addition,
the Company has introduced an executive officer system, in order to further enhance and invigorate the functions of theBoard of Directors by clarifying the responsibilities related to the execution of business.
The Executive Committee, a body which will deliberate and decide on important management matters, is composed of
the Chairman, President & CEO, Deputy Presidents, and Executive Officers separately designated by the President &CEO. In addition to discussing and deciding on important matters, including business management of the Group, theExecutive Committee considers matters to be submitted to the Board of Directors in advance in order to contribute to thedecision-making of the Board of Directors.
The Company has 31 Executive Officers (five of whom concurrently serve as Directors) as of June 28, 2022.
iv) Reasons for adoption of current corporate governance system
In order to enhance the fairness and transparency of management, strengthen the supervisory functions of the Board of
Directors, and enhance corporate governance, the Company adopted the institutional design of a company with an Audit
and Supervisory Committee. Also, the Company has established a Governance Committee comprised of Outside
Directors, Representative Directors, etc. as an advisory body to the Board of Directors concerning improvement of theeffectiveness of the Board of Directors, in addition to the establishment of the Nomination and Compensation Committees
as advisory bodies concerning matters such as the nomination of the President and compensation for Directors, in orderto further enhance corporate governance.

General Meeting of Shareholders
Appointment/
RemovalImportant
Decision
Making,Audit andSupervisory
Function

GovernanceCommittee
Nomination
Committee
Compensation
Committee

AdviceReportingConsultation
ReportingBoard of Directors

Audit/
Supervising

Directors who are not Audit andSupervisory Committee members

Audit andSupervisory
Committee

Appointment/
RemovalReportingAccounting
AuditorDirectors who are Audit and Supervisory Committee Members

Consultation

Appointment/ Removal/
Delegation and supervision ofbusiness execution
ReportingBusiness
Execution
Function

Appointment/
RemovalProposal/ReportingInstruction

Executive Committee

Committees

ReportingPresident

Consultation

Instruction/Supervising

Instruction/
Supervising

Proposal/Reporting

Collaboration

Accounting
Audit

ReportingInternal Audit
Department
Audit

Business Execution Divisions
Matters concerning compliance
The Company has established and disseminated the “Compliance Manual” to ensure that its officers and employees
comply with laws and regulations and the Articles of Incorporation, and conduct business activities in compliance withsocial ethical standards. At the same time, the Company has established the Mitsubishi HC Capital Group’s Code of Ethics
and Code of Conduct to be thoroughly embraced by its officers and employees in order to share fundamental values andethics and reflect them in business.
Moreover, the Company has established and is operating the Compliance Hotline System as an internal whistleblowing
framework under which its officers and employees can report to or seek
consultations with the Company regarding unfair practices and other conduct.
In addition, the Company promptly disseminates information thoroughly on the establishment and revision of laws andregulations, etc. related to its business, and provides education through e-learning and other means as necessary.
Matters concerning risk management
The Company has established the Risk Management Department, which is responsible for risk management, and has
established internal rules, etc. that stipulate basic policies, risk management systems, and operations for the risk

- 60 -

management of the Group as a whole. The Group companies have also developed internal rules, etc. that stipulate risk
management systems, operations, and other matters. The Board of Directors receives reports on the current status, issues,and countermeasures for the risks related to the overall management.
In addition, the Company has established the Risk Management Committee, etc. as advisory bodies to the Executive
Committee, which is composed of executive officers, etc., to refine risk management.
b. Development of risk management system and internal control system
The Company has resolved to use a system for ensuring the propriety of business activities of the company (internal control
system), as follows, in accordance with Article 399-13, paragraph (1), (b) and (c) of the Companies Act, as well as relevantlaws and regulations. Going forward, we will continue to make further improvements and enhancements by reviewing it asappropriate in accordance with changes in the environment.
Hereinafter, “the Group” refers to “the Company and the Company’s subsidiaries and affiliates,” and “Group companies”
refers to “the Company’s subsidiaries and affiliates.” In addition, in specifically applying the internal control system to theGroup companies, the system will be applied after making appropriate adjustments based on factors such as the business
operations, scale, and importance of each Group company.

- 61 -

System for group management(1) The Company shall establish the Mitsubishi HC Capital Group’s Code of Ethics and Code of Conduct in order toshare fundamental values and ethics to be embraced by all members of the Group and reflect them in business.
(2) The Company shall establish a management method between the Company and the Group companies, in order toensure the propriety of the business activities of the Group companies, and establish internal rules to improve themanagement efficiency and corporate value of the Group as a whole, through the Group carrying out activities witha strong sense of solidarity.
(3) The Company shall receive reports, etc. from the Group companies and conduct management of the Group in linewith various internal rules established for the Group management, in adherence to the allocation of duties.
(4) The Company shall establish management and operational methods for internal controls pertaining to the financial
reports of the Group, and shall effectively develop and operate the internal controls of the Group as a whole, so that
the Company’s financial reports will be prepared appropriately, in accordance with the provisions of the Financial
Instruments and Exchange Act.
System for compliance with laws and regulations(1) The Company shall establish the Mitsubishi HC Capital Group’s Code of Ethics and Code of Conduct in order toshare fundamental values and ethics to be embraced by all members of the Group and reflect them in business.
(2) The Company shall establish a system for ensuring that the officers and employees of the Group comply with laws
and regulations and the Articles of Incorporation, by establishing and disseminating various internal rules and theCompliance Manual.
(3) The Company shall establish the Compliance Committee, which deals with establishment, maintenance, management,
etc., of the Group’s compliance system, in addition to the Chief Compliance Officer (Head of Risk Management
Division), who is responsible for the compliance of the Group, and the Legal & Compliance Department, which istasked with enforcing compliance.
The Group companies shall, if there are any legal risks, etc. intrinsic to the business activities of such company,
cooperate with the Company as necessary, and develop an appropriate compliance system.
(4) The Company shall formulate compliance programs (specific plans to ensure that the officers and employees of theGroup comply with laws and regulations, etc., including education for the Group’s officers and employees) andmonitor how the Group’s officers and employees are working on those programs.
(5) The Company shall establish the Compliance Hotline System as an internal whistleblowing framework under which
the Group’s officers, employees, etc., can report to or seek consultations with the Company regarding unfair practices
and other conduct.
(6) The Group shall take a resolute stance against anti-social forces, which threaten the peace and stability of civil society,and work to prevent transactions with such forces.
(7) The Company shall be aware of the possibility that funds transacted through the Group may be used for various
criminal activities and/or terrorism, and shall work to prevent money laundering.
Information disclosure system(1) The Group shall establish internal rules for appropriately disclosing information regarding decisions and occurrences
concerning the Group in a timely manner, in accordance with accounting standards and other relevant laws andregulations. The Group companies shall cooperate with the Company as necessary.
(2) The Company shall establish a Disclosure Committee for deliberating on the appropriateness of information disclosure
regarding the Group and the effectiveness of internal controls and procedures related to information disclosure, among
other matters.
Internal audit system(1) The Company shall establish internal rules to smoothly and effectively promote audit activities by clarifying
procedures for planning, implementing, and reporting internal audits and providing instructions for improvement
within the Group.
(2) The Company shall establish the Internal Audit Department as a department in charge of internal audits. The Internal
Audit Department shall systematically implement internal audits related to the Group based on an annual audit planand report the audit results to the Representative Director and Audit & Supervisory Committee. The Company shallensure the effectiveness of auditing by requesting the parties subject to audit of the Group to report the outcome of
improvement efforts on the suggestions and guidance for audit findings to the General Manager of the Internal Audit
Department, and to the Representative Director for important audit findings.

- 62 -

(3) The General Manager of the Internal Audit Department of the Company shall build collaborative relationships with
the Audit and Supervisory Committee Member of the Company and Auditors and other relevant persons and the
Accounting Auditor of the Group companies on a regular basis, such as by exchanging relevant information withthem, and shall work to ensure the efficient implementation of the audit.

- 63 -

Risk management system
Company-wide risk management(1) The Company shall establish a company-wide risk management system that is based on the policy of taking risks
within the controlled scope decided by the Executive Committee, the Board of Directors etc. through overall
understanding of the wide-ranging risks of the Group and sufficient consideration of potential risks estimated alongwith new operations. The company-wide risk management aims to ensure sound management and contribute tosustainable improvement of corporate value, while performing its social responsibility as a company to stakeholders
including clients, shareholders, employees and communities.
(2) The Company aims for the stable recording of returns commensurate with risk, achievement of an appropriate capital
structure, and appropriate allocation of resources, by identifying and recognizing, evaluating and measuring,
controlling, monitoring, and reporting the risks of the Group as well as conducting integrated risk management andongoing operations.
(3) The Company shall classify the major risks of the Group as follows according to the characteristics of its businesses,
operations, etc., and establish risk management methods, operations, and the like.
i) Credit risksii) Asset risksiii) Investment risksiv) Market risksv) Liquidity risksvi) Country risksvii) Operational risks(4) The Group companies shall understand the Group’s overall risks that can be reasonably evaluated and measured
quantitatively. The Company shall discuss risk capital management as necessary and on a regular basis and takeactions for its implementation, monitoring, etc.
(5) The Company shall establish internal rules that state, among other matters, the Group’s basic policies for risk
management and risk management frameworks and operations. The Group companies shall also prepare internal rulesthat state, among other matters, the risk management frameworks and operations.
(6) The Company shall establish an executive officer and a department in charge of companywide risk management
respectively and hold Risk Management Committee meetings related to integrated risk management of the Group as
necessary and on a regular basis. The report at the Risk Management Committee shall be made on major risks of theGroup’s business, and other risk-management-related matters concerning financial markets, liquidity, compliance,systems, IT and others provided from the committees and internal auditing.
(7) The Company shall request the Group companies to report important risk-related matters and compile informationthat is necessary for the company-wide risk management. Then a report shall be made to the Board of Directors on
the current situation, issues and measures to be taken as necessary, etc. and the Board of Directors shall supervise theintegrated risk management and operations.
Crisis Management(1) The Company shall clarify the Group’s basic approach to and criteria for responding to crisis events and sharing themwith the Group companies in order to prepare for events such as huge financial losses, loss of credibility, excessive
delays or prolonged suspension of business at the Group. Also, the Company shall establish the systems necessary toensure the continuation of overall business operations, perform its social responsibility and minimize the Group’s
losses and the restoration of normal functions.
(2) The Company shall, during normal times, designate departments to respond to potential emergency events according
to its nature and establish a response system according to risk stage. The Company shall establish internal rules thatare necessary in an emergency for information collection, internal collaboration and implementation of measures forbusiness continuation and recovery. The Group companies shall establish corresponding internal rules within eachcompany.

- 64 -

Framework for ensuring the efficient execution of duties(1) The Company shall set management targets for the Group and draw up management plans to manage business basedon appropriate methods. The Group companies shall conduct business management based on appropriate methods,
based on the Group’s management targets and management plans.
(2) The Company shall establish the Executive Committee, to which decisions, etc., regarding certain matters aredelegated by the Board of Directors to the president subject to deliberation at the Executive Committee. The Executive
Committee will hold discussions and make decisions on important matters, including the business management of theGroup, in addition to conducting preliminary considerations of matters that are to be submitted to the Board of
Directors to facilitate decision-making by the Board of Directors. In addition, various committees shall be establishedas advisory bodies for the Executive Committee.
(3) In order to efficiently conduct the execution of duties based on the decisions of the Board of Directors, the Company
shall build an employee rank framework, organizational structure, etc., in accordance with the internal rules, and shallassign the execution of duties. The Group companies shall provide appropriate cooperation such as reports to andconsultations with the Company on necessary matters pursuant to the internal rules.
Other matters related to the execution of duties by Directors(Framework for ensuring that the execution of duties by Directors complies with laws, regulations, and the Articles ofIncorporation, framework for retention and management of information, and framework for reports to the Company ofmatters related to the execution of duties by subsidiaries’ Directors)(1) The Company shall establish the Executive Committee to deliberate and decide on important management matters.
The Audit and Supervisory Committee Member(s) selected by the Audit and Supervisory Committee shall attend themeeting, confirm the details of the deliberation, and receive reports.
(2) The Company shall clearly define the authority and responsibilities of the Board of Directors and Directors regarding
material decision-making matters including compliance management, as well as matters decided at the discretion of
the Board of Directors.
(3) The Board of Directors shall receive and confirm reports of material information related to the execution of duties by
Executive Directors, and utilize an internal whistleblowing system.
(4) The Company shall retain and manage material documents and other data related to the execution of duties by Directors
pursuant to the provisions of the internal rules.
(5) The Company shall request reports of matters related to the execution of duties by Directors of the Group companies
pursuant to the provisions of the internal rules.
Framework concerning employees who assist with duties of the Audit and Supervisory Committee(1) The Company shall establish an Audit and Supervisory Committee Office to assist with duties of the Audit andSupervisory Committee.
(2) The Company shall allocate employees to assist with duties of the Audit and Supervisory Committee to the Audit andSupervisory Committee Office.
(3) The above employees shall not be subject to the directions and instructions of Directors excluding Directors who are
Audit and Supervisory Committee Members.
(4) When implementing personnel transfers or disciplinary action for the above employees, prior consent of the Audit andSupervisory Committee shall be obtained. When determining performance evaluation, compensation, etc., related tothose employees, the prior consent of the Audit and Supervisory Committee Member(s) selected by the Audit andSupervisory Committee shall be obtained.
(5) Executive Directors shall cooperate in developing working environments and other relevant conditions so that theabove employees can assist with duties of the Audit and Supervisory Committee smoothly.
Framework for reporting to the Audit and Supervisory Committee(1) Directors, Executive Officers and other relevant executives, and employees must report the following matters without
delay to the Audit and Supervisory Committee or the Audit and Supervisory Committee Member(s) selected by the
Audit and Supervisory Committee:
1. When they discover any facts that are likely to cause significant damage (including loss of credit) to the Company
or when significant damage occurs, they shall immediately report that effect (including matters concerningmaterial lawsuits);
2. The status of whistleblowing through an internal whistleblowing system developed by Directors;
3. The status of management concerning elimination of transactions, and blocking of relationships, with anti-social
forces; and- 65 -

4. Other matters that the Audit and Supervisory Committee requests to be reported.
(2) Directors, Auditors, and employees of subsidiaries or persons who receive reports from any of those persons must
report to the Audit and Supervisory Committee or the Audit and Supervisory Committee Member(s) selected by the
Audit and Supervisory Committee without delay, if any of the matters set forth in the preceding paragraph occurs.
(3) The Audit and Supervisory Committee Member(s) selected by the Audit and Supervisory Committee shall cooperate
closely with the Auditors of Group companies and other relevant persons, through means such as exchanging
information necessary for the execution of duties.
(4) If required by the Audit and Supervisory Committee, Directors, Executive Officers and other relevant executives andemployees must attend the Audit and Supervisory Committee meeting and explain matters with necessary materials.
In addition, they have a similar duty to explain if required by the Audit and Supervisory Committee Member(s)selected by the Audit and Supervisory Committee.
(5) The Company shall not treat persons who have made the reports under (1) to the Audit and Supervisory Committee or
any Audit and Supervisory Committee Members disadvantageously, just because they made those reports.
(6) The Company shall not treat persons who have made reports just because they made those reports using an internal
whistleblowing system disadvantageously, and the Company shall specify this in the internal rules and fully informall employees through internal training and on other occasions.
Matters concerning policies regarding the expenses or liabilities arising from the execution of duties by the Audit
and Supervisory Committee Members(1) The Audit and Supervisory Committee Office shall promptly process expenses or liabilities when each Audit andSupervisory Committee Member makes requests with respect to the prepayment of expenses and other payments,
except in cases where such requested expenses or liabilities are deemed to be clearly unnecessary for the executionof the duties of an Audit and Supervisory Committee Member.
Other frameworks for ensuring effective audits by the Company’s Audit and Supervisory Committee Members(1) The Audit and Supervisory Committee should create an opportunity to conduct interviews regularly with Directors
and Executive Directors, and employees, concerning the business, and conduct regular meetings to exchange opinionswith the President and Accounting Auditor.
(2) The Audit and Supervisory Committee may request opinions from lawyers, Accounting Auditors, etc. as necessary,for cases that require expertise.
(3) The Audit and Supervisory Committee should receive in advance an audit plan from the Accounting Auditors, andregularly receive an audit implementation report; in addition, it should conduct an interview as necessary, regarding
the implementation of audits.
(4) The Audit and Supervisory Committee should make efforts to enhance the effectiveness of the audit, by cooperatingwith the Internal Audit department and conducting an audit, regularly or in a timely manner, on the offices, etc.
including the subsidiary, and by understanding the actual situation.
(5) An employee who should assist the duties of an Audit and Supervisory Committee Member selected by the Audit andSupervisory Committee and the duties of the Audit and Supervisory Committee may attend the Executive Committee,
committees and other important meetings and make necessary statements thereat, and view important documents.
(6) An Audit and Supervisory Committee Member selected by the Audit and Supervisory Committee should request that
the Company and its subsidiaries report on its business, or investigate the situation of the duties and properties, andthe Company and its subsidiaries should cooperate therewith.
(7) The person to serve as the general manager of the Internal Audit Department should be decided upon prior consultation
with the Full-time Audit and Supervisory Committee Member selected by the Audit and Supervisory Committee.
(8) The Internal Audit Department should make a report to the Audit and Supervisory Committee regarding the internal
audit plan, internal audit result, and the amendment and abolition of the important rules related to internal audit, andshould respond to requests by the Audit and Supervisory Committee in relation to information provision,
investigation, and report.
(9) Directors, Executive Directors and employees should provide the necessary cooperation for the execution of duties of
the Audit and Supervisory Committee, based on the Audit and Supervisory Committee Regulations, standards foraudit, etc. of the Audit and Supervisory Committee, and standards for the Audit and Supervisory Committee to conduct
an audit regarding an internal control system.

- 66 -

c.

Overview of limited liability agreements and Directors and officers liability insurance agreementsi)

Limited liability agreements
The Company has entered into limited liability agreements with non-Executive Directors (Outside Directors and Audit
and Supervisory Committee members), namely Hiroyasu Nakata, Yuri Sasaki, Go Watanabe, Takuya Kuga, Akira
Hamamoto, Koichiro Hiraiwa, Hiroko Kaneko, and Masayuki Saito, as described below.
・ In the event that a non-executive Director is liable to the Company as a result of negligence in their duties, that liability
shall be limited to the minimum liability set forth in Article 425, Paragraph 1 of the Companies Act.
・ The above limitation is recognized only when the non-executive Director performed the duty in question in good faithand without gross negligence.

ii)

Directors and officers liability insurance agreements
The Company plans to enter into a Directors and officers liability insurance agreement as provided for in Article 430,
Paragraph 3, Item 1 of the Companies Act with an insurance company. The agreement will cover losses incurred fromdamage compensation, legal fees, etc. in cases where an insured receives a claim for damages from a shareholder or third
party. In addition, as a measure to ensure that the lawfulness of the execution of duties of the insured person is notcompromised, the following losses, etc. are excluded from coverage.
1) Damage arising from the fact that the insured illegally obtains a private gain or benefit
2) Damage arising from criminal acts of the insured3) Damage arising from the insured’s acts committed with the knowledge that they violate laws or regulations
The insured parties under this agreement are the Directors, Directors who are Audit and Supervisory Committee members,
Audit & Supervisory Board Members, and Executive Officers of the Company and its 40 subsidiaries in Japan. There isno insurance premium to be paid by the insured parties.

(iii) The contents of the Articles of Incorporation that provide for a fixed number of Directors or restrictions on the qualificationsof Directors, or make special provisions which differ from those of the Companies Act with respect to the requirements for a
resolution on the appointment and dismissal of Directors
The Company’s Articles of Incorporation stipulate the following regarding the fixed number of Directors and the resolution
for their election.
a. Fixed number of Directors
The Articles of Incorporation stipulate that the Company shall have no more than 22 Directors (of these, no morethan seven Directors are Audit and Supervisory Committee Members).
b. Requirements for resolution on election of Directors
The Company’s Articles of Incorporation stipulate that a resolution for the election of Directors shall be adopted
by a majority of the votes of shareholders present at the meeting who hold at least one-third of the voting rights
of shareholders entitled to exercise voting rights.
In addition, the Articles of Incorporation also stipulate that resolution for the election of Directors shall not bemade by cumulative voting.
(iv) Matters and reasons if it has been decided that the matters for resolution of a Shareholders Meeting may be resolved by a
Board of Directors Meeting; matters and reasons if it is stipulated in the Articles of Incorporation that the matters for resolutionof a Board of Directors Meeting may not be resolved by a Shareholders Meeting; and contents and reasons if the requirements
for special resolution of a Shareholders Meeting have been changed
a. Decision-making body for dividends of surplus, etc.
The Company’s Articles of Incorporation stipulate that, except as otherwise provided for by laws and regulations, thematters including dividends of surplus set forth in each item of Article 459, Paragraph 1 of the Companies Act shall be
determined by resolution of the Board of Directors without a resolution of the General Meeting of Shareholders. This is forthe purpose of flexibly returning profits to shareholders by making dividends of surplus, etc. with the authority of the Boardof Directors.

- 67 -

b. Decision-making body for acquisition of treasury shares
The Company’s Articles of Incorporation stipulate that, in accordance with Article 165, Paragraph 2 of the Companies Act,
the Company may acquire its treasury shares through market transactions or other means by resolution of the Board of
Directors in order to implement capital policies quickly.
c. Exemption of Directors, etc. from liability
In accordance with Article 426, Paragraph 1 of the Companies Act, the Company’s Articles of Incorporation stipulate that
the Company may, by resolution of the Board of Directors, exempt Directors (including a person who was a Director) fromliability for damages under Article 423, Paragraph 1 of the Act, to the extent of the minimum liability amount stipulated bylaws and regulations, in order to develop an environment in which Directors can fully exercise their abilities and performtheir expected roles.
In addition, as a transitional measure in connection with the management integration of the Company and Hitachi Capital
Corporation, the Company’s Supplementary Provisions of its Articles of Incorporation stipulate that the Company may,pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, exempt executive officers (including persons
who were executive officers) of the absorbed company in an absorption-type merger with the Company as the surviving
company and Hitachi Capital Corporation as the absorbed company, from liability for damages prior to the taking effect ofthe merger under Article 423, Paragraph 1 of the Companies Act, by a resolution of the Board of Directors, to the extent
permitted by laws and regulations.
d. Requirements for special resolution of shareholders’ meeting
The Company’s Articles of Incorporation stipulate that the adoption of a special resolution of a shareholders’ meeting,provided for in Article 309, Paragraph 2 of the Companies Act, shall require at least two-thirds of the votes of shareholders
present at the meeting who hold at least one-third of the voting rights of shareholders entitled to exercise voting rights. The
purpose of this is to ensure smooth management of the General Meeting of Shareholders by relaxing the quorum for special
resolutions at the General Meeting of Shareholders.

- 68 -

(2) Directors of the Company(i) Directors and Executive Officers
Male: 12 Female: 2(Percentage of female officers: 14.3%)
Title

Name

Date of Birth

Career Summary

Term

April 1980

Representative
Director, Chairman

Seiji Kawabe

September 3, 1955

Joined Hitachi Leasing Corp. (currently theCompany)
August 2000
General Manager of Sales Dept. II, Kansai Branch
Office of Hitachi Leasing Corp.
October 2000 General Manager of Sales Dept. II, Kansai
Corporate Sales Branch I, Kansai Sales Division of
Hitachi Capital Corporation (Hitachi Capital)
April 2002
Head of Kansai Corporate Sales Branch andGeneral Manager of Sales Dept. II, Kansai Sales
Division of Hitachi Capital
April 2003
Head of Sales Division I of Hitachi Capital
September 2007 Co-head of Corporate Sales & Marketing Division
and Co-head of Tokyo Sales Division II of Hitachi
CapitalApril 2008
Vice President, Executive Officer, and Cohead of
the Corporate Sales & Marketing Division of
Hitachi Capital
April 2009
Vice President, Executive Officer, and Head of the
Corporate Sales & Marketing Division of Hitachi
Capital(Note)4
April 2012
Senior Vice President and Executive Officer, incharge of Corporate Business, Hitachi Group
Business and Financial Services Business of
Hitachi Capital
April 2014
Senior Vice President, Executive Officer, andChief Marketing Officer of Hitachi Capital
April 2015
Senior Vice President, Executive Officer, Chief
Marketing Officer, Head of the Corporate Sales &Marketing Division, and Head of the Service
Business Division of Hitachi Capital
April 2016
Representative Executive Officer, President andChief Executive Officer of Hitachi Capital
June 2016
Director, Representative Executive Officer,
President, Chief Executive Officer of Hitachi
CapitalJune 2019
Audit & Supervisory Board Member of Credit
Information Center Corp. (CIC) (incumbent)
April 2021
Representative Director, Chairman of theCompany (incumbent)

Number ofCompany’s
SharesOwned(Shares)- 69 -

125,000

TitleName

May 4, 1958

May 2016
June 2017

April 2021

April 1980
January 2003
April 2009
April 2010

April 2011
April 2013

April 2015
April 2016
April 2018
Kanji Nishiura

Joined Mitsubishi Corporation
Seconded to Metal One Corporation
General Manager, Metals Group CEO Office of
Mitsubishi Corporation
Senior Vice President and General Manager,
Metals Group CEO Office of Mitsubishi
Corporation
Senior Vice President and Division COO, NonFerrous Metals Division of Mitsubishi Corporation
Senior Vice President, Division COO, Mineral
Resources Investment Div., and General Manager,
MDP Department of Mitsubishi Corporation
Executive Vice President and Group COO, Metals
Group of Mitsubishi Corporation
Executive Vice President and Group CEO, Metals
Group of Mitsubishi Corporation
Executive Vice President, Corporate Functional
Officer, Global Strategy & Coordination, Global(Note)4
Research, International Economic Cooperation,
Logistics Management, (Concurrently) Regional
CEO, Asia & Oceania of Mitsubishi Corporation
Member of the Board, Executive Vice President,
Corporate Functional Officer, Global Strategy &Coordination, Global Research, International
Economic Cooperation, Logistics Management,(Concurrently) Regional CEO, Asia & Oceania of
Mitsubishi Corporation
Member of the Board, Executive Vice President,
Corporate Functional Officer, Global Strategy of
Mitsubishi Corporation
Member of the Board of Mitsubishi Corporation
Corporate Advisor of Mitsubishi Corporation
Representative Director, Deputy President of theCompany (incumbent)
Concurrently serves as Executive Officer of theCompany (incumbent)

1,800

Joined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)Managing Executive Officer of The Bank ofTokyo-Mitsubishi UFJ Ltd. (BTMU)Managing Officer of Mitsubishi UFJ Financial
Group, Inc. (MUFG)
Managing Director of BTMUManaging Executive Officer of MUFG
Senior Managing Executive Officer of BTMU
President & CEO of Mitsubishi UFJ Lease &Finance Company Limited (currently theCompany)
Concurrently served as Executive Officer of
Mitsubishi UFJ Lease & Finance Company
LimitedRepresentative Director, President & CEO of theCompany (incumbent)
Concurrently serves as Executive Officer of theCompany (incumbent)

June 2015

Representative
Director, Deputy
President

17,900Career Summary

May 2012

Takahiro Yanai(Note)4

Date of Birth

April 1982

Representative
Director, President &
CEO

Term

Number ofCompany’s
SharesOwned(Shares)

February 11, 1958

June 2018

April 2019

April 2020
June 2020
April 2021

- 70 -

TitleName

Date of Birth

Career Summary

April 1985
April 2003

April 2005
April 2010
April 2011
October 2011
April 2014

April 2015

April 2016

Director, Deputy
President

Kazumi Anei

September 18, 1960
April 2017

April 2018

April 2019

April 2020

April 2021
May 2021

Term

Joined Hitachi Leasing Corp. (currently theCompany)
General Manager of Sales Dept. II, Kansai
Corporate Sales Branch, Kansai Sales Division of
Hitachi Capital Corporation (Hitachi Capital)
Head of Kansai Corporate Sales Branch, Kansai
Sales Division of Hitachi Capital
Head of Kanagawa Sales Division of Hitachi
CapitalHead of Tokyo Sales Division III, Corporate
Business Division of Hitachi Capital
Co-Head of Corporate Business Division of
Hitachi Capital
Corporate Officer, Head of Corporate Business
Division and Co-Head of Account Sales Promotion
Division of Hitachi Capital
Corporate Officer and Head of Corporate Business
Division, Corporate Sales & Marketing Group of
Hitachi Capital
Executive Officer, Head of Corporate Business
Division, Corporate Sales & Marketing Group, andHead of Service Business Division of Hitachi
Capital(Note)4
Executive Officer, Corporate Sales & MarketingGroup, in charge of Japan, and Head of Customer
E&E Business Division of Hitachi Capital
Vice President and Executive Officer, Co-Head ofCorporate Sales & Marketing Group, in charge ofJapan, and Head of Environment and Energy
Business, Corporate Business Division, Customer
E&E Business Division of Hitachi Capital
Vice President and Executive Officer, Co-Head ofCorporate Sales & Marketing Group, and Chief
Executive for Japan, Corporate Sales & MarketingGroup of Hitachi Capital
Senior Vice President and Executive Officer, Chief
Marketing Officer, and Head of Business
Enhancement Division (in charge of Europe andthe Americas) of Hitachi Capital
Director, Senior Managing Executive Officer of
the Company
Director, Deputy President of the Company(incumbent)
Concurrently serves as Executive Officer of theCompany (incumbent)- 71 -

Number ofCompany’s
SharesOwned(Shares)

44,600TitleName

Date of Birth

Career Summary

Term

April 1985

Director, Deputy
President

Director, Managing
Executive Officer

Taiju Hisai

Haruhiko Sato

April 27, 1962

Joined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
July 2011
General Manager, CIB Division for the Americas,
Headquarters for the Americas of The Bank ofTokyo-Mitsubishi UFJ, Ltd. (BTMU)
July 2012
General Manager, Corporate Banking Division for
Europe, Middle East and Africa, European
Headquarters of BTMU
June 2014
Executive Officer, General Manager, Corporate
Banking Division for Europe, Middle East andAfrica, European Headquarters of BTMU
September 2014 Executive Officer, Regional Executive for India
Concurrently served as Deputy General Manager,
Corporate Banking Division for Asia and Oceania,
Asia and Oceania Headquarters of BTMU (Special
appointment)
May 2016
Managing Executive Officer in charge of(Note)4
Corporate Banking Credit Division, Credit
Division and Investment Banking Division of
BTMU
April 2018
Managing Executive Officer and General Manager,
Corporate Banking Group No. 1 of MUFG Bank,
Ltd. (MUFG Bank)
April 2019
Senior Managing Executive Officer and General
Manager, Corporate Banking Group No. 1 of
MUFG Bank
June 2021
Deputy President of the Company
Concurrently serves as Executive Officer of theCompany
June 2022
Director, Deputy President of the Company(incumbent)
Concurrently serves as Executive Officer of theCompany (incumbent)

June 19, 1965

April 1989
Joined Mitsubishi Corporation
November 2002 Mitsubishi International GmbHJanuary 2007 Moscow Office of Mitsubishi Corporation
April 2009
Treasurer Office of Mitsubishi Corporation
March 2014
Senior Vice President, Corporate Staff Section and
CFO of Mitsubishi Corporation (Americas)
April 2019
General Manager, Power Solution Administration
Department of Mitsubishi Corporation
April 2021
Director, Managing Executive Officer of theCompany (incumbent)

Number ofCompany’s
SharesOwned(Shares)- 72 -(Note)4

1,600

0TitleName

Date of Birth

Career Summary

April 1977

Completed the legal apprentice course at the Legal
Training and Research Institute of the Supreme
Court of Japan
Admitted to the bar (Daini Tokyo Bar Association)(until March 1990)
Associate Professor at Faculty of Law andEconomics, Chiba University
Professor at Faculty of Law and Economics, Chiba
University
Professor at Faculty of Law, Hitotsubashi
University
Professor of Graduate School of Law, Hitotsubashi(Note)4
University
Trustee of Hitotsubashi University
Professor at The University of Tokyo Graduate
Schools for Law and Politics and The University ofTokyo Faculty of Law
Emeritus Professor of Hitotsubashi University
Professor at Waseda Law School
Emeritus Professor of The University of Tokyo
Audit & Supervisory Board Member of Mitsubishi
UFJ Lease & Finance Company Limited (currently
the Company)
Director of the Company (incumbent)

0Assistant of Hitotsubashi University (Faculty ofCommerce and Management)
April 1998
Assistant Professor of Faculty of Commerce,
Takachiho University of Commerce (current
Takachiho University)
April 2001
Assistant Professor of Faculty of Economics, Meiji
Gakuin University
April 2006
Visiting Scholar of University of Washington
April 2007
Professor of Faculty of Economics, Meiji Gakuin
University (incumbent)(Note)4
June 2014
Director of JBA TIBOR Administration(incumbent)
January 2015 Expert Committee Member of Financial System
Council of Financial Services Agency (incumbent)
November 2015 Visiting Scholar of University of Washington
June 2018
Director of Hitachi Capital Corporation (currently
the Company)
April 2020
Dean of Faculty of Economics, Meiji Gakuin
University
April 2021
Director of the Company (incumbent)

900

April 1990
June 1993
April 1995
Director(Independent Outside Hiroyasu Nakata
Director)

August 29, 1951

Term

Number ofCompany’s
SharesOwned(Shares)

April 1999
April 2003
April 2008

April 2015
April 2017
June 2017
June 2018

April 2021
April 1995

Director(Independent Outside
Director)

Yuri Sasaki

May 26, 1967

- 73 -

TitleName

Date of Birth

Career Summary(Note)4

3,000

April 1982

Director(Outside Director)

Go Watanabe

Joined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
August 2007
General Manager, Corporate Banking Human
Resources Division of The Bank of TokyoMitsubishi UFJ, Ltd. (BTMU)
April 2008
General Manager, European Planning Division,
European Headquarters of BTMU
June 2009
Executive Officer of BTMU
Deputy President, General Manager of Shanghai
Branch of The Bank of Tokyo-Mitsubishi UFJ(China), Ltd.
July 2011
Executive Officer, General Manager, Global
Corporate Banking Division of BTMU
September 19, 1958
May 2012
Managing Executive Officer, General Manager,
Nagoya Sales Headquarters of BTMU
June 2013
Managing Executive Officer, Chief Executive
Officer, Asian and Oceanian Headquarters of
BTMUJuly 2013
Managing Officer of Mitsubishi UFJ Financial
Group, Inc.
July 2016
First Senior Vice President of Nidec Corporation
September 2020 Chairman of MST Insurance Service Co., Ltd.
June 2021
Director of the Company (incumbent)
June 2022
Audit & Supervisory Board Member of
MITSUBISHI GAS CHEMICAL COMPANY,
INC. (incumbent)

Term

Number ofCompany’s
SharesOwned(Shares)- 74 -

TitleName

Date of Birth

Career Summary

Term

April 1986
April 2008
May 2008

Director(Outside Director)

Takuya Kuga

December 5, 1963

Joined Mitsubishi Corporation
Seconded to Diamond Realty Management Inc.
President & Representative Director of Diamond
Realty Management Inc.
July 2009
Seconded to Mitsubishi Corp.- UBS Realty Inc.
October 2009 President & Chief Executive Officer of Mitsubishi
Corp.- UBS Realty Inc.
July 2013
General Manager, Strategic Planning Office, Real
Estate Development & Construction Division of
Mitsubishi Corporation
April 2015
General Manager, Urban Development
Department, Real Estate Development &Construction Division of Mitsubishi Corporation
April 2016
Division COO, Real Estate Development &Construction Division of Mitsubishi Corporation(Concurrently) General Manager, North America
Real Estate Development Department of
Mitsubishi Corporation
October 2016 Division COO, Real Estate Business Division of(Note)4
Mitsubishi Corporation(Concurrently) General Manager, North America
Real Estate Development Department of
Mitsubishi Corporation
January 2017 Division COO, Real Estate Business Division of
Mitsubishi Corporation
April 2017
Senior Vice President and Division COO, Real
Estate Business Division of Mitsubishi
Corporation
April 2019
Senior Vice President and Division COO, Urban
Infrastructure Division of Mitsubishi Corporation
November 2019 Senior Vice President and General Manager, Urban
Development Group CEO Office of Mitsubishi
Corporation
April 2022
Executive Vice President and Group CEO, Urban
Development Group of Mitsubishi Corporation(incumbent)
June 2022
Director of the Company (incumbent)

Number ofCompany’s
SharesOwned(Shares)- 75 -

0TitleName

Date of Birth

Career Summary

April 1983
June 2010

May 2011

Director(Audit andSupervisory
Akira Hamamoto
Committee member)(Full-time)May 2013
May 19, 1960
June 2015

June 2017

June 2019

June 2021
June 2022

Term

Joined The Tokai Bank, Ltd. (currently MUFG
Bank, Ltd.)
Executive Officer and General Manager, Internal
Audit Division of Mitsubishi UFJ Financial Group,
Inc. (MUFG)
Executive Officer and Deputy General Manager,
Global Compliance Division of MUFG
Concurrently served as Deputy General Manager,
Corporate Risk Management Division of MUFG
Executive Officer and General Manager, Global
Compliance Division of The Bank of TokyoMitsubishi UFJ, Ltd. (BTMU)
Concurrently served as Senior Manager,
Information Security Management Office of
BTMU
Concurrently served as Senior Manager,
Information Systems Planning Office, Information
Systems Division of BTMU (Special appointment)
Managing Executive Officer and General Manager,
Corporate Banking Division No.2 of BTMU
(Note)5
Managing Corporate Executive and Group CCO of
MUFG
Concurrently served as Group CLO (Chief Legal
Officer) of MUFG
Managing Director and CCO of BTMU
Concurrently served as CLO of BTMU
Senior Managing Corporate Executive and GroupCCO of MUFG
Concurrently served as Group CLO of MUFG
Director and Senior Managing Executive Officer
and CCO of BTMU
Concurrently served as CLO of BTMU
Member of the Board of Directors and Full-timeMember of the Audit & Supervisory Committee of
MUFG Bank, Ltd.
Senior Managing Executive Officer of theCompany
Director (Audit and Supervisory Committee
member) of the Company (incumbent)- 76 -

Number ofCompany’s
SharesOwned(Shares)

1,500

TitleName

Career Summary

Term

Number ofCompany’s
SharesOwned(Shares)

Joined Bank of Japan
General Manager of Okayama Branch, Bank ofJapan
January 2002 General Manager of Kyoto Branch, Bank of Japan
April 2004
Head of Business Planning Department, Financial
Business Division, NTT DATA Corporation
June 2005
Head of Financial Strategy Business Promoting
Office, Financial Business Division, NTT DATA
Corporation
July 2008
Head of Financial Business Planning Office,Financial Business Planning and Administration
Department, NTT DATA Corporation
March 2009
President & Representative Director, the Kyoto
Hotel, Ltd.
March 2015
Director, Allied Telesis Holdings K.K.
Representative Director, Apua Consulting Inc.
June 2015
Director, Hitachi Capital Corporation (currently
the Company)
December 2017 Representative Director, Dream Estate Tokyo Inc.
(incumbent)
June 2019
Chairman, Hitachi Capital Corporation
April 2021
Director (Audit and Supervisory Committee
member) of the Company (incumbent)(Note)59,000

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, ERNST & YOUNG SHINNIHON(currently ERNST & YOUNG SHINNIHON LLC)
July 2010
Senior Partner, ERNST & YOUNG SHINNIHON
LLC
April 2018
Professor at Waseda Graduate School of
Accountancy (incumbent)
June 2018
Audit & Supervisory Board Member, The Shoko(Note)5
Chukin Bank, Ltd.
June 2019
Director, Kanagawa Chuo Kotsu Co., Ltd.
(incumbent)
June 2020
Audit & Supervisory Board Member of Mitsubishi
UFJ Lease & Finance Company Limited (currently
the Company)
February 2021 Member of Business Accounting Council,
Financial Services Agency (incumbent)
April 2021
Director (Audit and Supervisory Committee
member) of the Company (incumbent)
March 2022
Member of the Board, The Yokohama Rubber Co.,
Ltd. (incumbent)

0Date of Birth

April 1974
May 1997

Director(Audit andSupervisory
Koichiro Hiraiwa
Committee member)(Independent Outside
Director)

January 2, 1950

April 1980

Director(Audit andSupervisory
Committee member)(Independent Outside
Director)

Hiroko Kaneko

March 28, 1958

- 77 -

TitleName

Date of Birth

Career Summary

April 1977
April 2008
June 2010
April 2011
April 2012

April 2013
Director(Audit andSupervisory
Committee member)(Independent Outside
Director)

Masayuki Saito

November 8, 1954

January 2016

January 2020

January 2021

June 2022

Term

Joined Dainippon Ink and Chemicals, Incorporated(currently DIC Corporation)
Executive Officer and Head of Finance andAccounting Unit of DIC Corporation
Director and Executive Officer, Head of Financeand Accounting Unit of DIC Corporation
Director and Managing Executive Officer, Head ofFinance and Accounting Unit of DIC Corporation
Representative Director, Senior Executive Officer,
Assistant to the President and CEO, and Head ofFinance and Accounting Unit of DIC Corporation
Representative Director, Senior Executive Officer,
Assistant to the President and CEO, and Head ofFinance and Accounting Unit of DIC Corporation
Chairman of the Supervisory Board, Sun ChemicalGroup Coöperatief U.A.
(Note)5
Representative Director, Executive Vice President,
CFO, and Assistant to the President and CEO of
DIC Corporation
Chairman of the Supervisory Board, Sun ChemicalGroup Coöperatief U.A.
Representative Director and Executive Vice
President, and Assistant to the President and CEO
of DIC Corporation
Chairman of the Supervisory Board, Sun ChemicalGroup Coöperatief U.A.
Chairman of the Board of Directors of DIC
Corporation (incumbent)
Chairman of the Supervisory Board, Sun ChemicalGroup Coöperatief U.A. (incumbent)
Director (Audit and Supervisory Committee
member) of the Company (incumbent)

Total

Number ofCompany’s
SharesOwned(Shares)

0

205,300(Notes) 1. Directors who are not Audit and Supervisory Committee members, Mr. Hiroyasu Nakata, Ms. Yuri Sasaki, Mr. Go
Watanabe and Mr. Takuya Kuga are Outside Directors.
2. Directors who are Audit and Supervisory Committee members, Mr. Koichiro Hiraiwa, Ms. Hiroko Kaneko and Mr.
Masayuki Saito are Outside Directors.
3. The Company has introduced an executive officer system, and has 31 Executive Officers (five of whom concurrently
serve as Directors).
4. From the close of the Annual General Meeting of Shareholders held on June 28, 2022 to the close of the Annual
General Meeting of Shareholders for the fiscal year ending March 31, 2023.
5. From the close of the Annual General Meeting of Shareholders held on June 28, 2022 to the close of the Annual
General Meeting of Shareholders for the fiscal year ending March 31, 2024.
6. To provide for the possibility of the number of Directors who are Audit and Supervisory Committee members falling
below the number required by laws and regulations, the Company has appointed Mr. Hiroyasu Nakata as a Director
who is a substitute Audit and Supervisory Committee member.

- 78 -

(ii) Status of outside officers
The Company has seven Outside Directors, including five independent Outside Directors.
The Board of Directors is responsible for the appropriate decision-making of the Board of Directors and the oversight ofoverall management from an external perspective. The Board of Directors appoints a number of Outside Directors andstrives to establish and further enhance an efficient and effective corporate governance system.
At present, the Company’s Board of Directors is composed of Directors from a variety of professions and industries, andwe believe that we have the right number and diversity.
The personnel relationship, capital relationship or business relationship between the Outside Directors and the Company,
other interests, and the reasons for the election of the Outside Directors are as follows.
Title

Outside Director

Outside Director

Name

Relationship with the Company

Reasons for Appointment and Expected Role

Not applicable・Based on his deep knowledge as a legal expert, he has
contributed to the appropriate decision-making of theBoard of Directors and supervision of overallmanagement as an Independent Outside Director, andhas therefore been reappointed as a Director.
・We expect that he will contribute to the appropriate
decision-making of the Board of Directors and thesupervision of overall management as an Independent
Outside Director, and contribute to improving thesoundness, transparency and fairness of management
as a member of the Governance Committee, theNomination Committee and the Compensation
Committee, based on the above knowledge and froman objective perspective independent from the
management team that executes business.

Not applicable・Based on her academic knowledge as a university
professor and excellent insights and abundant
experience as a researcher of international finance,
she has contributed to the appropriate decisionmaking of the Board of Directors and supervision of
overall management as an Independent Outside
Director, and has therefore been reappointed as a
Director.
・We expect that she will contribute to the appropriate
decision-making of the Board of Directors and thesupervision of overall management as an Independent
Outside Director, and contribute to improving thesoundness, transparency and fairness of management
as a member of the Governance Committee, theNomination Committee and the Compensation
Committee, based on the above knowledge andexperience and from an objective perspective
independent from the management team that executes
business.

Hiroyasu Nakata

Yuri Sasaki- 79 -

TitleOutside Director

Name

Go Watanabe

Relationship with the Company

Reasons for Appointment and Expected Role

・Mr. Go Watanabe previously served as Managing
Executive Officer of Mitsubishi UFJ financial Group,
Inc., which is a major shareholder of the Company.
・He previously served as Managing Executive Officer
of MUFG Bank, Ltd., which has financialtransactions with the Company, including
procurement transactions.
・He previously held the position of Senior Managing
Executive Officer at Nidec Corporation. While there
are business relationships such as lease agreements
between Nidec and the Company, the transaction
amount in FY2021 was less than 1% of theconsolidated net sales of Nidec and the Company.
・He previously held the position of Representative
Director and Chairman at MST Insurance Service
Co., Ltd. While there are business relationships suchas lease agreements between MST and the Company,
the transaction amount in FY2021 was less than 1%of the consolidated net sales of MST and theCompany.
・He is currently serving as Audit & Supervisory Board
Member at Mitsubishi Gas Chemical Company, Inc.
(MGC). While there are business relationships suchas lease agreements between MGC and the Company,
the transaction amount in FY2021 was less than 1%of the consolidated net sales of MGC and theCompany.

・Based on his extensive management experience at
Japan’s leading financial institutions andmanufacturers and his extensive knowledge ofdomestic and overseas financial businesses, he has
contributed to the Board of Directors’ appropriate
decision-making
andoverallmanagement
supervision from a practical perspective as an
Outside Director, and has therefore been reappointed
as a Director.
・Mr. Watanabe has worked at Mitsubishi UFJ
Financial Group, Inc., a major shareholder of theCompany (six years have passed since he retired as ofthe end of June 2022). The Nomination Committee,
where more than half of the members are independent
Outside Directors, has judged that Mr. Watanabe’s
management experience and extensive knowledge infinance and international business should be utilized
in the management of the Company, as this will leadto the enhancement of its corporate value andcontribute to the enhancement of the interests of allshareholders, including minority shareholders.
・We expect that he will contribute to the appropriate
decision-making of the Board of Directors and thesupervision of overall management as an Outside
Director, and contribute to improving the soundness,transparency and fairness of management as amember of the Governance Committee, theNomination Committee and the Compensation
Committee, based on the above knowledge.

- 80 -

TitleOutside Director

Name

Relationship with the Company

Reasons for Appointment and Expected Role

Mr. Takuya Koga is currently Executive Vice
President of Mitsubishi Corporation, a major
shareholder of the Company, and there are business
relationships such as lease agreements between
Mitsubishi Corporation and the Company.

・Based on his extensive management experience at
Japan’s leading general trading company and his
extensive knowledge of domestic and overseas
businesses, he is deemed to contribute to the Board of
Directors’ appropriate decision-making and overallmanagement supervision from a practical perspective
as an Outside Director, and has therefore been
appointed as a new Director.
・Mr. Kuga is concurrently serving as Executive Vice
President of Mitsubishi Corporation, a major
shareholder of the Company. The Nomination
Committee, where more than half of the members are
independent Outside Directors, has judged that Mr.
Kuga’s management experience and extensive
knowledge in international business should be
utilized in the management of the Company, as thiswill lead to the enhancement of its corporate value
and contribute to the enhancement of the interests ofall shareholders, including minority shareholders.
・We expect that he will contribute to the appropriate
decision-making of the Board of Directors and thesupervision of overall management as an Outside
Director, and contribute to improving the soundness,transparency and fairness of management as amember of the Governance Committee, theNomination Committee and the Compensation
Committee, based on the above knowledge.

・Mr. Koichiro Hiraiwa previously held the position ofRepresentative Director and President at The Kyoto
Hotel, Ltd. While there are business relationships suchas lease agreements between Kyoto Hotel and theCompany, the transaction amount in FY2021 was lessthan 1% of the consolidated net sales of Kyoto Hoteland the Company.

・Based on his experience at the central bank in Japanand Japan’s leading telecommunication company aswell as his extensive knowledge throughmanagement of a major hotel, he has contributed to
the Board of Directors’ appropriate decision-making
and overall management supervision as an
Independent Outside Director, and to neutral andobjective audit, and has therefore been reappointed asa Director (Audit and Supervisory Board Member).
・We expect that he will contribute to ensuring thesound management of the Company as an
Independent Outside Director, and contribute toimproving the soundness, transparency and fairnessof management as a member of the GovernanceCommittee, the Nomination Committee and theCompensation Committee, based on the above
knowledge and from an objective perspective
independent from the management team that executes
business.

Takuya Kuga

Outside Director(Audit andKoichiro Hiraiwa
Supervisory
Committee Member)- 81 -

TitleOutside Director(Audit andSupervisory
Committee Member)

Outside Director(Audit andSupervisory
Committee Member)

Name

Relationship with the Company

Reasons for Appointment and Expected Role

Not applicable・Based on her extensive experience at major audit
firms and as a university professor as well as her indepth knowledge as an accounting expert, she has
contributed to the Board of Directors’ appropriate
decision-making
andoverallmanagement
supervision as an Independent Outside Director, andto neutral and objective audits, and has therefore beenreappointed as a Director (Audit and Supervisory
Board Member).
・We expect that she will contribute to ensuring thesound management of the Company as an
Independent Outside Director, and contribute toimproving the soundness, transparency and fairnessof management as a member of the GovernanceCommittee, the Nomination Committee and theCompensation Committee, based on the above
knowledge and from an objective perspective
independent from the management team that executes
business.

・Mr. Masayuki Saito is currently serving as Director
and Chairman at DIC Corporation. While there arebusiness relationships such as lease agreements
between DIC and the Company, the transaction amountin FY2021 was less than 1% of the consolidated net
sales of DIC and the Company.

・Based on his extensive management experience at
Japan’s leading manufacturer and his extensive
knowledge in the finance and accounting fields, he isdeemed to contribute to the Board of Directors’
appropriate decision-making, overall management
supervision, and neutral and objective audit as an
Independent Outside Director, and has therefore been
appointed as a new Director (Audit and Supervisory
Board Committee Member).
・We expect that he will contribute to ensuring thesound management of the Company as an
Independent Outside Director, and contribute toimproving the soundness, transparency and fairnessof management as a member of the GovernanceCommittee, the Nomination Committee and theCompensation Committee, based on the above
knowledge and from an objective perspective
independent from the management team that executes
business.

Hiroko Kaneko

Masayuki Saito(Note) The Company has designated Directors Hiroyasu Nakata and Yuri Sasaki, and Directors Koichiro Hiraiwa, Hiroko Kaneko,
and Masayuki Saito, who are members of the Audit and Supervisory Committee, as independent Directors, and has registeredthem as such with the Tokyo Stock Exchange and the Nagoya Stock Exchange.

- 82 -

Independence Standards for Outside Directors
Based on the assumption that the requirements for being an independent officer are satisfied as stipulated by the Tokyo
Stock Exchange and other domestic financial instruments exchanges, the Company checks whether the individual falls
under any of the following (1) through (6) at present and in the past three fiscal years, and then judges whether they canbe deemed to be independent objectively and substantially.
(1) A major shareholder of the Company (a person who holds 10% or more of the total voting rights) or an executive
thereof (*1)(2) An executive of a lender (*2) that exceeds the standards set by the Company(3) An executive of a business partner (*3) that exceeds the standards set by the Company(4) A person who provides professional services, such as a consultant, lawyer, or certified public accountant, receiving
monetary or other property benefits exceeding 10 million yen per business year in addition to remuneration for
officers from the Company(5) Representative partner or employee of the Company’s accounting auditor(6) A person who belongs to an organization that has received a donation exceeding a certain amount (*4) from theCompany(*1) Executive means executive Directors, executive officers and other employees, etc.
(*2) Lenders exceeding the standards set by the Company are those with the Company’s borrowings exceeding 2% of
the consolidated total assets.
(*3) A business partner that exceeds the standards set by the Company is a business partner with which transactions
with the Company exceed 2% of the consolidated net sales of the Company or the business partner.
(*4) A donation exceeding a certain amount means a donation exceeding 10 million yen per business year.
In addition, even in cases that fall under any of (1) to (6) above, if the Company judges that there are special circumstances
to designate the person as an Independent Officer and that the person is substantially independent, and files a notification
as an Independent Officer with a financial instruments exchange in Japan, such as the Tokyo Stock Exchange, theCompany will explain and disclose the reason in the Reference Documents for the General Meeting of Shareholders, etc.
pertaining to the notification and the election proposal.

(iii) Interaction between supervision or audits by Outside Directors and internal audits, audits by the Audit and Supervisory
Committee and accounting audits, and relationship with internal control departments
Each Outside Director cooperates with internal audits, audits by the Audit and Supervisory Committee and accounting
audits, as well as develops relationships with internal control departments, by receiving explanations from the Board of
Directors on financial results, audits, the status of business execution, the Risk Management Committee, the Compliance
Committee, etc., and deliberating on proposals submitted to the Board of Directors.
The Audit and Supervisory Committee Members, who are Outside Directors, cooperate with internal audits, accounting
audits and External Directors, as well as develop relationships with internal control departments, by attending meetings ofthe Board of Directors and receiving explanations from the Internal Audit Department, the Internal Control Department,
and the accounting auditor at the Audit and Supervisory Committee.

- 83 -

(3) Status of the audit(i) Status of the audit of the Audit and Supervisory Committeea. Organization, personnel and procedures
The Company is a company with an Audit and Supervisory Committee, which consists of one full-time Audit andSupervisory Committee Member and three part-time Audit and Supervisory Committee Members (outside) at the time ofsubmission of this report.
Audit and Supervisory Committee Members Mr. Akira Hamamoto, Mr. Koichiro Hiraiwa and Mr. Masayuki Saito have a
wealth of management experience in a major financial institution (in the case of Mr. Hamamoto) and listed companies (inthe case of Mr. Hiraiwa and Mr. Saito) and have considerable knowledge regarding corporate management, finance andaccounting. In addition, Mr. Akira Hamamoto, who serves as a full-time Audit and Supervisory Committee Member of amajor financial institution, and Mr. Koichiro Hiraiwa, who serves as Chairman of the Audit Committee of Hitachi Capital
Corporation, are well acquainted with audit operations in the respective companies.
Ms. Hiroko Kaneko, Audit and Supervisory Committee Member, who has been involved in accounting audits for many
years as a certified public accountant and who is currently a professor at Waseda Graduate School of Accountancy,
possesses considerable knowledge regarding finance and accounting. Each Audit and Supervisory Committee Member of
the Company has a high level of insight into the financial business, and the Company also has established a system toensure the full effectiveness of accounting audits.
Mr. Akira Hamamoto serves as Chairman of the Audit and Supervisory Committee. In addition, the Company has
established the Audit and Supervisory Committee Office, which assists in activities of the Audit and Supervisory
Committee. Employees (six people) with appropriate knowledge, ability and experience have been assigned to the Office.
b. Status of activities of the Audit and Supervisory Committee
A. Number of Audit and Supervisory Committee meetings held and attendance of each Audit and Supervisory Committee
MemberAudit and Supervisory Committee meetings were held 12 times during the fiscal year under review, and attendance
by Audit and Supervisory Committee Members is as follows.
Title

Name

Attendance status

Full-time Audit and Supervisory Committee Member

Seiichiro Kishino

12/12 times

Full-time Audit and Supervisory Committee Member

Shuji Miake

12/12 times

Audit and Supervisory Committee Member

Teruyuki Minoura

12/12 times

Audit and Supervisory Committee Member

Koichiro Hiraiwa

12/12 times

Audit and Supervisory Committee Member

Hiroko Kaneko

12/12 times

B. Main items for consideration, etc. by the Audit and Supervisory Committee
Main items considered by the Audit and Supervisory Committee during the fiscal year under review included audit
policies and audit plans, consent to audit fees, etc. for the Accounting Auditor, the reappointment of the Accounting
Auditor and the appropriateness of audit results, the preparation of audit reports, and opinions on the election,compensation, etc. of Directors (excluding those who are Audit and Supervisory Committee Members). In addition,
reporting was made on matters including important agenda proposed to the meetings of the Board of Directors, thestatus of activities of the Audit and Supervisory Committee, results of on-site audits on business bases, results ofoperational audits and internal control audits by internal audit departments, the status of internal control by internal
audit departments, and the progress status and results of audits by the Accounting Auditor.
C. Status of activities of the Audit and Supervisory Committee
Following the audit policy and divisions of duties that are determined by the Audit and Supervisory Committee, fulltime Audit and Supervisory Committee Members attend the Executive Committee and other internal important
meetings as elected Audit and Supervisory Meeting Members. Their activities also include interviews withRepresentative Directors and others, review of important documents, receipt of reports from internal audit
departments, internal control departments and the Accounting Auditor, exchange of information with them, on-site
audits on business bases and interviews with Directors and auditors of subsidiaries. Part-time Audit and Supervisory
Committee Members attend meetings of the Board of Directors, the Audit and Supervisory Committee, and theGovernance Committee and make statements as necessary for deliberation of proposals, etc., and share various kindsof information through reports from full-time Audit and Supervisory Committee Members, internal audit departments
and internal control departments, and the Accounting Auditor at the Audit and Supervisory Committee meetings and- 84 -

express opinions as necessary. Matters recognized through these audit activities are communicated to Representative
Directors and executive departments as appropriate, and advice is provided as necessary.
In addition, part-time Audit and Supervisory Committee Members attend meetings of the Nomination Committee andthe Compensation Committee, which were established on April 1, 2022, and make comments as necessary fordeliberation of proposals, etc.

(ii) Status of internal audits
Internal audits of the Company are implemented by the Internal Audit Department (47 members). The Internal Audit
Department conducts internal audits systematically based on an annual audit plan and reports the results to theRepresentative Director and the Audit and Supervisory Committee. Audit targets are notified of and instructed concerning
matters requiring improvement, and the results of improvement are reported after the audit to ensure the effectiveness of
the audit. The General Manager of the Internal Audit Department has built cooperative relationships with Audit andSupervisory Committee Members, auditors and others at Group companies, and the Accounting Auditor, and this enables
regular exchange of information and other actions, in an effort to conduct audits efficiently. The General Manager also
attends important meetings of the Risk Management Committee, the Compliance Committee and other internal audit
departments to exchange related information.

- 85 -

(iii) Status of accounting auditsa. Name of audit firm
Deloitte Touche Tohmatsu LLC
b. Continuous audit period
The Company (then Diamond Lease Company Limited) concluded an audit agreement with Deloitte Touche Tohmatsu
LLC (then Nishikata Audit Corporation) in 1980. Subsequently, the Company merged with UFJ Central Leasing Co., Ltd.
in April 2007 and changed the trade name to Mitsubishi UFJ Lease & Finance Company Limited, which merged with
Hitachi Capital Corporation in April 2021 and changed the trade name to Mitsubishi HC Capital Inc., and continued toconclude audit agreements with Deloitte Touche Tohmatsu LLC.
c. Certified public accountants who executed the services
Hideo Shirata, Designated Engagement Partner, Certified Public Accountant
Motohiro Shimizu, Designated Engagement Partner, Certified Public Accountant
Aki Saito, Designated Engagement Partner, Certified Public Accountant
d. Composition of assistants in audit duties
The Company has 21 certified public accountants and 57 other members as assistants in audit duties.
e. Policy and reason for the selection of an audit firm
In selecting an audit firm, the Company has the policy of deciding on an audit firm after comprehensively evaluating abroad range of items concerning the audit firm that include governance; the status of organizations and systems including
business administration; the status of personnel affairs, such as the policies for recruitment and HR development; andfinancial conditions, all of which are the management basis of audit firm, as well as experience in auditing the industry inwhich the Company operates; the level of understanding of details of the Company group’s business and risks; theavailability of professionals in finance; expertise, such as the status of its overseas network; the status of compliance withrelated laws and regulations; the status of compliance with responding to inspection, etc. of relevant authorities; ensuringof independence; maintenance and improvement of quality management; the system for offering services including
communication with management executives and the Audit and Supervisory Committee; and the level of auditing fees. The
Company concluded that Deloitte Touche Tohmatsu LLC fully satisfied these items and selected the firm as the audit firmof the Company.
When it is recognized that the Accounting Auditor falls under any of the items set forth in Article 340, paragraph 1 of theCompanies Act, the Company considers the dismissal of the Accounting Auditor. When judging that there is an immediateneed for dismissal, the Audit and Supervisory Committee will dismiss the Accounting Auditor based on the consent of all
Audit and Supervisory Committee Members. When judging that the Accounting Auditor should be changed mainly due tothe recognition that execution of duties by the Accounting Auditor is disrupted, the Audit and Supervisory Committee will
decide on the content of an agenda item proposed to a General Meeting of Shareholders concerning the dismissal or nonreappointment of the Accounting Auditor.
f. Evaluation of the audit firm
The Audit and Supervisory Committee evaluates the audit firm comprehensively concerning matters including the structureof the most recent audit team, the appropriateness of the audit plan, the difference between the plan and the actual results,
and analysis of the causes, in addition to items listed in the reasons for its selection.
(iv) Content, etc. of audit fees
a. Fees for certified public accountants, etc. for audits
Previous fiscal year
Category

Reportingcompany
Consolidated
subsidiaries
Total

Fees based on audit andattestation services(Millions of yen)

Fiscal year under review

Fees based on non-audit
services (Millions ofyen)

Fees based on audit andattestation services(Millions of yen)

Fees based on non-audit
services (Millions of
yen)

1,419

41

296

34

68

－

151

21

1,488

41

448

56

- 86 -

The content of non-audit services in the Company for the previous fiscal year and the fiscal year under review consists of
preparation of comfort letters, etc.
In addition, the content of non-audit services in consolidated subsidiaries during the fiscal year under review is preliminary
investigation services related to the change of Accounting Auditors and others.
b. Fees for Deloitte Touche Tohmatsu Limited’s member firms that belong to the same network with the certified public
accountants, etc. for audits (excluding a.)Previous fiscal year
Category

Fees based on audit andattestation services(Millions of yen)

Reportingcompany
Consolidated
subsidiaries
Total

Fiscal year under review

Fees based on non-audit
services (Millions ofyen)

Fees based on audit andattestation services(Millions of yen)

Fees based on non-audit
services (Millions of
yen)

－

46

－

47

338

128

787

143

338

175

787

191

The content of non-audit services in the Company for the previous fiscal year and the fiscal year under review consists oftax advisory services, etc.
Further, the content of non-audit services in consolidated subsidiaries for the previous fiscal year and the fiscal year underreview consists of tax advisory services, etc.
c. Content of fees for other important audit and attestation services
There are no important fees for audit and attestation services that some of the consolidated subsidiaries of the Company
paid in the previous fiscal year and the fiscal year under review to certified public accountants for audits, etc. who belong
to networks other than ones that certified public accountants, etc. of the Company belong to.
d. Policy for determining audit fees
Although there are no applicable items, they are determined in consideration of the size, characteristics, number of audit
days, etc.
e. Reason why the Audit and Supervisory Committee gave consent to fees, etc. for the Accounting Auditor
The reason why the Audit and Supervisory Committee gave consent to Article 399, paragraphs 1 and 3 of the Companies
Act concerning fees, etc. for the Accounting Auditor that the Board of Directors proposed is that the Audit and Supervisory
Committee confirmed that the proposed fees, etc. had been determined after sufficient consultation with the Accounting
Auditor about audit fees, based on the number of audit days and the number of staff, etc. required for appropriate andefficient accounting audits.

- 87 -

(4) Officers’ compensation, etc.
(i)

Content of officers’ compensation, etc. and compensation amounts, or the content of the policy on determining the
calculation method, and the determination method

a. Basic policy● Officers’ compensation of the Company is determined by also taking into account officers’ incentive with a view toincreasing corporate value through execution of business strategies.
● The level of compensation is appropriate with respect to the roles and responsibilities of each officer, and is also basedon market levels, from the viewpoints of increasing medium- to long-term corporate value and improving short-termbusiness performance.
The Company’s Board of Directors established the following policy b for determining the content of compensation, etc. of
individual Directors (excluding persons who are Audit and Supervisory Committee Members) in line with the basic policy
mentioned above.
b. Policy on determining the content of compensation, etc. for individual Directors (excluding persons who are Audit andSupervisory Committee Members)i) Compensation system● Directors’ (excluding Outside Directors and persons who are Audit and Supervisory Committee Members; hereinafter,
the same in (ii)) compensation consists of base compensation (fixed compensation), annual incentive compensation(performance-based compensation) and medium- to long-term incentive compensation in principle. Regarding annual
incentive compensation, cash is paid as a bonus, while medium- to long-term incentive compensation is paid throughthe allotment of stock compensation-type stock options.
● The Company has established a payment ratio for performance-based compensation and non-performance-based
compensation with a view to maintaining a sound performance-based compensation. In addition, the Company has alsoestablished appropriate short-term and medium- to long-term incentive ratios under this compensation system, in orderto enhance not only short-term business performance and but also medium- to long-term corporate value.
● Specifically, the ratio of non-performance-based compensation (base compensation and stock compensation-type stock
options) and performance-based compensation (bonus) is generally set at 1.3 : 0.3 (the ratio of base compensation to
stock compensation-type stock options to bonus is generally set at 1 : 0.3 : 0.3). Using this as the base case, the ratio is
determined by taking into account the roles, responsibilities and other factors with regard to each Director on acomprehensive basis.

(Note) In addition to the above, when the need arises to reside in a region away from the person’s home, an appropriate
property is provided as company housing.

- 88 -

● Outside Directors (excluding persons who are Audit and Supervisory Committee Members) are not paid a bonus or stockcompensation-type stock options, which represent incentive compensation, in order to ensure the effectiveness of theirsupervisory functions. Accordingly, they are paid only base compensation.

ii) Performance-based compensation● With respect to bonuses, which are performance-based compensation, financial indicators which are emphasized as theindicator of the Company’s growth from the perspective of management strategy, are set as an indicator (key performanceindicator or KPI) for the company-wide performance evaluation, with a view to clarifying the relationship between
business performance and compensation, and the target values use the net income attributable to owners of the parent,
ROA, ROE and OHR, which have been set as the Company’s numerical goals.
● The bonus of Representative Directors is fully linked to the company-wide performance evaluation, with the amount tobe paid determined within the range of 0% to 150% of the standard amount, based on the level of achievement of the
projection for the KPI for company-wide performance evaluation.
● The bonus of Executive Directors, excluding Representative Directors, is based 70% on the company-wide performance
evaluation and 30% on the evaluation of the duties for which each individual is responsible. The amount to be paid basedon each evaluation is determined within the range of 0% to 150% of the standard amount.
● For the portion based on the duties the relevant person is responsible for, quantitative and qualitative evaluations are
conducted by the President, using a standard evaluation sheet, from the perspective of performance and the level ofcontribution regarding the duties handled by the relevant Executive Director. The purpose is to enhance the incentive ofeach Director by appropriately evaluating not only the level of achievement of performance targets, but also results, suchas the level of contributions, and these cannot be evaluated by quantitative means alone.
iii) Non-performance-based compensation● Stock compensation-type stock options, which represent medium- to long-term incentive compensation, are paid after
the number of stock acquisition rights to be allotted is determined, according to the roles and title of each Director.
(Note) For details of the stock option system, please refer to (i) “Description of the stock option plan” in (2) “Stockacquisition, etc.” in 1. “Information on the Company’s Shares, Etc.”● When it is necessary for Directors to reside in an area away from home due to a transfer resulting from a change of duties
or base, the Company provides such Directors with appropriate company housing (the difference between the total rent
per month required by the Company to rent the company housing and the total company housing rent per month collectedfrom the Directors will be referred to as “non-monetary compensation related to the provision of company housing”).
The company housing shall be properties of a general and standard level, and the upper limit of rent by title and region
shall be established beforehand. The company housing rent to be calculated based on the predetermined rate (when the
total rent exceeds the limit, all of the excess amount is added to the amount for collection) shall be collected from
Directors as their own expense.
iv) Policy for when compensation is paid and how payment conditions are decided● Base compensation is a fixed amount and paid on a predetermined date each month.
● Bonus amounts are decided based on the performance in the previous fiscal year (April to March of the next year) andpaid on a date after a General Meeting of Shareholders held in June every year.
● Stock compensation-type stock options are paid in July (payment in advance), after the number of stock acquisitionrights to be allotted to each Director is resolved at the meeting of the Board of Directors in June every year.
● Non-monetary compensation related to the provision of company housing is paid every month, separately from basecompensation.
v) Outline of the method of determining compensation, etc., and Committee procedures, and content of activities● In order to ensure transparency and objectiveness in determining officers’ compensation, etc., the Company makes aresolution at a meeting of the Board of Directors after deliberating details of the compensation, etc., the policy to- 89 -

determine them, and others beforehand at the Compensation Committee, the majority of whose members are Independent
Directors. The Compensation Committee also deliberates annually on the appropriateness of compensation levels andcomposition based on compensation data provided by external expert organizations.
● The members and chairperson of the Compensation Committee are selected by the Board of Directors, and theCommittee makes resolutions by a majority of the members present. The internal rules stipulate that the Board of
Directors shall make resolutions by respecting the resolutions of the Committee.
● The amount of compensation, etc. to be paid to Directors (excluding those who are Audit and Supervisory Committee
Members) has been set at no more than ¥800 million (including ¥100 million for Outside Directors) annually for the sumof base compensation and bonus, while the amount of compensation, etc. related to the granting of stock compensationtype stock options has been set at no more than ¥150 million annually, and non-monetary compensation related to theprovision of company housing at no more than ¥2 million per month, by a resolution of the General Meeting of
Shareholders (February 26, 2021). Although the number of Directors (excluding those who are Audit and Supervisory
Committee Members) relating to the amount of compensation, etc. was not specified in the relevant resolution of theGeneral Meeting of Shareholders, the number of Directors (excluding those who are Audit and Supervisory Committee
Members) at the time of the resolution at said General Meeting of Shareholders becoming effective is 10 (three of whom
are Outside Directors, to whom only base compensation is to be paid).
● The Company considers it useful for persons who are well-acquainted with individual operations and the Company’s
circumstances, to flexibly determine the specific amounts of base compensation and bonuses to be paid, as well as nonmonetary compensation related to the provision of company housing based on certain standards, and they are determinedat the discretion of the President who serves as Representative Director (Takahiro Yanai), within the range of the upper
limits approved by resolution of the General Meeting of Shareholders and based on the policy resolved at the meetingsof the Board of Directors and the Compensation Committee. Then, the Company takes measures to ensure the authorityof the President and Executive Officer is exercised appropriately.
● With regard to stock compensation-type stock options, the number of stock acquisition rights to be allotted to each
Director is resolved at the meeting of the Board of Directors.
vi) Measures to ensure that the delegated authority is exercised appropriately● The base compensation shall be determined based on certain standards (a compensation table) set in advance after
deliberation by the Compensation Committee.
● Regarding the portion of bonus, linked to company-wide performance:-

Indicators (KPIs) shall be set in accordance with numerical targets deliberated by the Board of Directors.

-

The payment amount shall be determined according to the achievement rate of KPIs based on the payment coefficient-

The results of the company-wide performance evaluation and the amount paid shall be reported to the Compensation

set in advance after deliberation by the Compensation Committee
Committee after the fact and verified.
In addition, in respect of the portion of bonus, linked to responsible duties,-

A standard evaluation sheet (evaluation sheet specifying the content of predetermined targets and the weight andevaluation standards of individual targets) shall be formulated based on prior deliberation by the Compensation
Committee-

Individual duties the relevant person is responsible for shall be evaluated based on the relevant evaluation sheet, and theresults and the amount paid shall be reported to the Compensation Committee after the fact and verified.

● Non-monetary compensation related to the provision of company housing (a) shall be properties of a general and standard
level, and the upper limit of rent by title and region shall be established beforehand. (b) The company housing rent to be
calculated based on the predetermined rate (when the total rent exceeds the limit, all of the excess amount is added tothe amount for collection) shall be collected from Directors as their own expense.
c. Detail and method of determination of compensation, etc. for Directors who are Audit and Supervisory Committee Members● Directors who are Audit and Supervisory Committee Members are not paid bonus or stock compensation-type stock
options, which represent incentive compensation, in order to ensure the fairness of audits. Accordingly, they are paid
only base compensation.

- 90 -

● The compensation amount of Directors who are Audit and Supervisory Committee Members is no more than ¥200
million annually by resolution at the General Meeting of Shareholders (February 26, 2021). The compensation amountof each Director who is an Audit and Supervisory Committee Member shall be determined by deliberation by the Audit
and Supervisory Committee. Although the number of Directors who are Audit and Supervisory Committee Members
relating to the amount of compensation, etc. was not specified in the relevant resolution of the General Meeting of
Shareholders, the number of Directors who are Audit and Supervisory Committee Members at the time of the resolution
at said General Meeting of Shareholders becoming effective is 5.

d. Matters concerning calculation of performance-based compensation● The KPI of the company-wide performance evaluation concerning bonus for Directors with performance-based
compensation (excluding Outside Directors and those who are Audit and Supervisory Committee Members) during the
fiscal year under review is valued as an indicator representing the growth of the Company from the viewpoint ofmanagement strategy. The following numbers, which have been publicized as numerical targets for the fiscal year underreview, are used: (1) Net income attributable to owners of the parent (valuation weight at 70%), (2) ROE (15%) and (3)OHR (15%). The amount of performance-based compensation is calculated based on a prescribed formula based on theachievement rate of consolidated net income of the fiscal year under review.
● Results for the fiscal year ended March 2022 are as follows:
KPI

Targets

Results

Achievement rate

Evaluation weight¥95.0 billion¥99.4 billion

104.6%

70%

ROE

8.0%

8.0%

100.0%

15%

OHR

55.9%

54.6%

102.9%

15%

Net income attributable to owners of
the parent● For the portion based on the duties the relevant person is responsible for of Executive Director (excluding Representative
Directors), quantitative and qualitative evaluations are conducted by the President, who is a Representative Director,
using a standard evaluation sheet, from the perspective of performance and the level of contribution regarding the duties
handled by the relevant Executive Director. Performance numerical targets are set based on the environment of thebusiness that individuals are in charge of, results of the previous fiscal year and others in accordance with the
responsibility of each Director. Evaluation is made by taking into account individual performance and contribution
levels.
e. Reasons why the Board of Directors has concluded that the content of the individual compensation, etc. of Directors for the
fiscal year under review is in line with the Policy● In the Company, the determination of the specific amount of base compensation and bonus, and non-monetarycompensation relating to the provision of company housing is left to the discretion of the President and Executive Officer
within the limits set forth in the resolution of the General Meeting of Shareholders. However, the following measures
set forth in the “Measures to ensure the authority delegated to the President is exercised appropriately” have been taken.
The Company has in place a system under which the individual compensation, etc. of Directors is determined throughobjective and transparent procedures, and that the Governance Committee and the Audit and Supervisory Committee
confirm that the above content is in line with the policy set by the Company. Therefore, the Board of Directors has
concluded that a system has been established to ensure that the individual compensation, etc., of Directors for the fiscal
year under review is in line with the compensation policy.

- 91 -

Measures to ensure that the authority delegated to the President is exercised appropriately● The base compensation shall be determined based on certain standards (a compensation table) that is set in advanceand is confirmed by Outside Directors at the Governance Committee.
● Regarding the portion of bonus, linked to company-wide performance:- Indicators (KPIs) shall be set in accordance with numerical targets deliberated by the Board of Directors.
- The payment amount shall be determined according to the achievement rate of KPIs based on the payment
coefficient that is set in advance and confirmed by Outside Directors at the Governance Committee.
- Results of company-wide performance evaluation and the amount paid shall be reported to Outside Directors at
the Governance Committee after the fact and verified.
In addition, in respect of the portion of bonus, linked to responsible duties,- It shall be evaluated based on a standard evaluation sheet (evaluation sheet specifying the content ofpredetermined targets and the weight and evaluation standards of individual targets).
- Results of the evaluation of the duties that each individual is responsible for and the amount paid shall be reported
to Outside Directors at the Governance Committee after the fact and verified.
● Stock compensation-type stock options shall be determined at the meeting of the Board of Directors as to thenumber of shares to be allotted to each individual and the determination shall not be delegated to Directors or otherthird parties.
● Non-monetary compensation related to the provision of company housing (a) shall be properties of a general andstandard level, and the upper limit of rent by title and region shall be established beforehand. (b) The company
housing rent to be calculated based on the predetermined rate (when the total rent exceeds the limit, all of theexcess amount is added to the amount for collection) shall be collected from Directors as their own expense.
(ii) Total amount of compensation, etc. by officer category, total amount of compensation, etc. by compensation type, andnumber of applicable officers
Total amount

Total amount of compensation, etc. by compensation type (Millionsof yen)of
Officer categorycompensation,

Fixed

Performance-etc.

compensation

based(Millions of(Basecompensationcompensation)(bonus)yen)

Number of applicable officers
Stock option(Persons)

OthersDirectors who are not Audit
and Supervisory Committee
Members (excluding Outside

514

328

96

89

－

7

86

86

－

－

－

2

96

96

－

－

－

7

Directors)
Directors who are Audit andSupervisory Committee
Members (excluding Outside
Directors)
Outside Director(Notes) 1.

The amount of performance-based compensation (bonus) is a provision for reserve for Directors’ bonuses for the
fiscal year under review.
2. During the fiscal year under review, there was no non-monetary compensation related to the provision ofcompany housing.

- 92 -

(iii) Total amount of compensation, etc. paid by the Group to each Officer
Total amountAmount of compensation, etc. paid by the Group by compensation typeofcompensatio
Namen, etc. paidby the Group

OfficerCompany

category

category

Fixedcompensation(Base(Millions of

Performance-based
compensation

Stock option

Others(Bonuses)compensation)

yen)
Seiji Kawabe

119

Director

Takahiro Yanai

119

Director

Reportingcompany
Reportingcompany

75

22

22

－

75

22

22

－

(Note) The amount of performance-based compensation (bonus) is a provision for reserve for Directors’ bonuses for the fiscal
year under review.

- 93 -

(5) Status of shareholdings(i)

Investment share classification standards and approach
For the classification of investment shares for pure investment purposes and those for purposes other than pure investment,
the Company classifies investment shares held solely for the purpose of targeting gains through fluctuations in the value ofshares or the receipt of dividends related to shares into investment shares for pure investment purposes; and classifies thosewith a view to developing long-term and stable relationships with business partners and promoting business, and those forthe purpose of strengthening relationships based on continuous capital and business alliances into investment shares forpurposes other than pure investment.

(ii) Investment shares for purposes other than pure investmenta.

Methods of verifying the shareholding policy and the reasonableness of shareholdings, and the content of the verification by
the Board of Directors, etc. concerning the rationality of the holding of individual issues
Under the corporate policy of enhancing its corporate value, the Company holds shares for purposes other than pure investment
with a view to developing stable and long-term relationships with business partners, promoting business, along withstrengthening such relationships based on capital/business alliances, and creation of new business opportunities. The
Company’s basic policy is to regularly examine if it is rational to hold each stock and sell such shares when it is judged nolonger rational to hold them. Even when it is judged rational to hold shares, the Company may sell such shares in considerationof the impact of the risk of mark-to-market valuation fluctuations of the shares on the Company’s finance, capital efficiency,
etc. (Out of investment shares for purposes other than pure investment, the description herein refers to shares other thanunlisted shares.)
The methods for verifying the rationality of the shareholdings employ the following main items to verify: (i) A quantitativeevaluation based on factors including the size of business transactions/profit, dividends received, and capital costs, (ii) A
qualitative evaluation of the business activities to date, and (iii) Potential business opportunities in the future. The Board of
Directors verifies the rationality of shareholdings by adjusting the focus on each of the items above in accordance with thesignificance of holding each stock and the benefits expected therefrom.
The Company examined the relevant investment shares using the above methods at the Board of Directors meeting held in thefiscal year ended March 2022. It was confirmed that stocks subject to this examination where it was judged no longer
reasonable to hold them would be sold.

b. Number of issues and amount reported on the balance sheet
Number of
Total amount recorded on theissuesbalance sheet (Millions of yen)
(Issues)
Unlisted stocks

99

9,159

Stocks other than unlisted
stocks56

21,614(Issues that increased in number held in the fiscal year under review)
Number ofissues(Issues)

Total acquisition cost related to
an increase in the number ofshares held (Millions of yen)

Unlisted stocks

2374

Stocks other than unlisted
stocks－－Reason for the increase in the number ofsharesTo develop and expand business mainly
through acquiring information, knowledge,know-how and others, providing the above toeach other, and strengthening relationships.
－(Note) Issues with an increased or decreased number of shares do not include changes caused by stock consolidation, stock
splits, stock transfers, stock exchange, mergers, etc.

- 94 -(Issues that decreased in number held in the fiscal year under review)
Number ofissues(Issues)

Total sales amount related to adecrease in the number ofshares held (Millions of yen)

Unlisted stocks

10

810

Stocks other than unlisted
stocks25

32,177(Note) Two out of the unlisted issues that decreased in number were due to corporate liquidation.

- 95 -

c.

Information on the number of specified investment stocks and deemed holdings of shares by issue and amounts reported on
the balance sheet, etc.
Specified investment stock

IssuesDuring the fiscal year Previous fiscal year
under review
Purpose of holding, quantitative holding
Number of shares
Number of shares
Holding of shares(Shares)(Shares)
effect and reason for increase in the numberin the Companyof shares
Amount reported on Amount reported on
the balance sheet
the balance sheet(Millions of yen)
(Millions of yen)
1,801,992
1,151,582 Mainly held to maintain and strengthen

Aeon Co., Ltd.
4,702

3,799

business relationships in the Customer
Business segment. (*)

430,000

430,000

Mainly held to maintain and strengthen

1,722

business relationships in the Customer
Business segment.

187,563

187,563

Mainly held to maintain and strengthen

1,380

1,297

business relationships in the Customer
Business segment.

768,634

768,634

Mainly held to maintain and strengthen

1,325

1,853

business relationships in the Customer
Business segment.

210,080－

Mainly held to maintain and strengthen

1,130

－

cooperative relationships at non-life
insurance companies in which the two

221,600

221,600

Mainly held to maintain and strengthen

1,130

1,407

business relationships in the Customer
Business segment.

216,500

216,500

Mainly held to maintain and strengthen

866

891

business relationships in the Customer
Business segment.

125,000

125,000

Mainly held to maintain and strengthen

858

548

business relationships in the Customer
Business segment.

76,20076,200Mainly held to maintain and strengthenbusiness relationships in the Customer

742

694

482,064

482,064

716

813

Nagoya Railroad Co.,Ltd.

304,800

304,800

661

802

Zeria PharmaceuticalCo., Ltd.

302,964

302,964

Mainly held to maintain and strengthen

576

637

business relationships in the Customer
Business segment.

113,000

113,000

Mainly held to maintain and strengthen

473

544

business relationships in the Customer
Business segment.

920,000

920,000

Mainly held to maintain and strengthen

463

410

Shimadzu Corporation
1,821Tokyo Ohka Kogyo
Co., Ltd.

Tokai Corp.

Sompo Holdings, Inc.

Institute, Inc.

Jeol Ltd.

Okaya & Co., Ltd.

Rock Field Co., Ltd.

Nachi-Fujikoshi Corp.

Bangkok Bank PublicCo., Ltd.

Previous fiscal
year: Yes
Fiscal year underreview: No
No

Yes

No

companies jointly invest (*)

Okuma Corporation

Mitsubishi ResearchNo- 96 -

Yes

No

No

Yes

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

Yes

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

Yes

Business segment.

cooperative relationships at the Company’s
overseas local subsidiaries

Yes

No

No

IssuesDuring the fiscal year Previous fiscal year
under review
Purpose of holding, quantitative holding
Number of shares
Number of shares
Holding of shares(Shares)(Shares)
effect and reason for increase in the numberin the Companyof shares
Amount reported on Amount reported on
the balance sheet
the balance sheet(Millions of yen)
(Millions of yen)
Mainly held to maintain and strengthenbusiness relationships in the Customer

55,12555,125392

290

50,64150,641366

433

60,00060,000Mainly held to maintain and strengthen

340

428

business relationships in the Customer
Business segment.

142,400

142,400

Mainly held to maintain and strengthen

333

427

business relationships in the Customer
Business segment.

150,000

150,000

Mainly held to maintain and strengthen

311

435

business relationships in the Customer
Business segment.

500,000

500,000

Mainly held to maintain and strengthenbusiness relationships in the Customer

276

307

400,000

400,000

272

385

Tokai Tokyo Financial
Holdings, Inc.

633,937

633,937

255

256

MS&AD InsuranceGroup Holdings, Inc.

42,90742,907

Mainly held to maintain and strengthen

170

139

business relationships in the Customer
Business segment.

Meito Sangyo Co.,

101,970

101,970

Mainly held to maintain and strengthen

162

154

business relationships in the Customer
Business segment.

179,450

179,450

Mainly held to maintain and strengthen

161

188

business relationships in the Customer
Business segment.

200,000

200,000

Mainly held to maintain and strengthen

157

157

business relationships in the Customer
Business segment.

115,000－

Held to maintain and strengthen partnership

149－

in the agricultural sector based on businessalliance (*)

212,000

212,000

139

177

61,226

61,226127

142

Tokio Marine
Holdings, Inc.

JTower Inc.

Taisho Pharmaceutical
Holdings Co., Ltd.

GS Yuasa Corporation

Hirano Tecseed Co.,Ltd.

JDC Corporation

TOA CorporationLtd.

SENKO Group
Holdings Co., Ltd.

Freund Corporation

Iseki & Co., Ltd.

The Torigoe Co., Ltd.

Kisoji Co., Ltd.

- 97 -

No

Business segment.
Held to maintain and strengthen partnershipin the telecommunications sector based on

Nobusiness alliance
No

No

Yes

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

Yes

Business segment.

Mainly held to maintain and strengthenbusiness relationships in the CustomerNo

Yes
Previous fiscal
year: Yes
Fiscal year underreview: No
No

No

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer
Business segment.

NoIssuesDuring the fiscal year Previous fiscal year
under review
Purpose of holding, quantitative holding
Number of shares
Number of shares
Holding of shares(Shares)(Shares)
effect and reason for increase in the numberin the Companyof shares
Amount reported on Amount reported on
the balance sheet
the balance sheet(Millions of yen)
(Millions of yen)
Mainly held to maintain and strengthenbusiness relationships in the Customer

66,412

66,41298

110

75,00075,00092102

150,491

150,491

Mainly held to maintain and strengthen

91

84

business relationships in the Customer
Business segment.

134,000

134,000

Mainly held to maintain and strengthen

88

92

business relationships in the Customer
Business segment.

53,20053,200Mainly held to maintain and strengthen

75

76

business relationships in the Customer
Business segment.

48,80048,800Mainly held to maintain and strengthenbusiness relationships in the Customer

72

88

64,70064,70064

72

Meiji ElectricIndustries Co., Ltd.

60,00060,0006189Imuraya Group Co.,Ltd.

26,302

26,302Mainly held to maintain and strengthen

59

66

business relationships in the Customer
Business segment.

SK-Electronics Co.,

60,00060,000Mainly held to maintain and strengthen

49

76

business relationships in the Customer
Business segment.

39,60039,600Mainly held to maintain and strengthen

47

74

business relationships in the Customer
Business segment.

38,16038,160Mainly held to maintain and strengthenbusiness relationships in the Customer

46

49

Yamada Holdings Co.,Ltd.

100,000

100,000

38

59

Business segment.

Daiwa House Industry
Co., Ltd.

10,000－Mainly held to maintain and strengthenbusiness relationships in the LIFE segment.

32－

Yahagi Construction
Co., Ltd.

39,60039,600Mainly held to maintain and strengthen

31

33

business relationships in the Customer
Business segment.

Tsuzuki Denki Co.,
Ltd.

Hochiki Corporation

Japan Transcity
Corporation

Nippo Ltd.

SoftBank Corp.

Mitsumura Printing
Co., Ltd.

Waida MFG. Co., Ltd.

Ltd.

Takihyo Co., Ltd.

Okamura Corporation- 98 -

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

No

Business segment.
No

No

No

Yes

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

Yes

Business segment.
No

No

Yes

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

No

No

(*)
No

IssuesDuring the fiscal year Previous fiscal year
under review
Purpose of holding, quantitative holding
Number of shares
Number of shares
Holding of shares(Shares)(Shares)
effect and reason for increase in the numberin the Companyof shares
Amount reported on Amount reported on
the balance sheet
the balance sheet(Millions of yen)
(Millions of yen)
Mainly held to maintain and strengthenbusiness relationships in the Customer

40,00040,00028

29

Koike Sanso Kogyo
Co., Ltd.

13,31013,31027

30

Fujikyu Holdings Co.,Ltd.

39,00039,000Mainly held to maintain and strengthen

25

30

business relationships in the Customer
Business segment.

The Hachijuni Bank,

57,75057,750Mainly held to maintain and strengthen

23

23

28,90028,900Mainly held to maintain and strengthen

18

19

business relationships in the Customer
Business segment.

4,791

4,791

Mainly held to maintain and strengthenbusiness relationships in the Customer

17

20

25,64725,64716

15

14,32087,120

Yamanaka Co., Ltd.

Ltd.
Takeda Printing Co.,Ltd.

Suzuken Co., Ltd.

Sala Corporation

Techno Ryowa Ltd.

Aska Pharmaceutical
Holdings Co., Ltd.

relationships in financial transactions

Mainly held to maintain and strengthenbusiness relationships in the Customer

Yes

No

No

Mainly held to maintain and strengthenbusiness relationships in the Customer
Business segment. During the fiscal year

Mainly held to maintain and strengthen

11

13

business relationships in the Customer
Business segment.

40,08040,080Mainly held to maintain and strengthen

10

14business relationships in the Customer
Business segment.

5,000

5,000

Mainly held to maintain and strengthenbusiness relationships in the Customer

4

5

5,000

5,000

3

5

－

36,998,489－

28,353

alliance, but sold all of its shareholding
during the fiscal year under review.

－

297,220

The Company held the shares to maintainand strengthen the relationship, but sold all

－

1,417

of its shareholding during the fiscal year
under review.

- 99 -

Yes

Business segment.

9,466

Sho-Bond Holdings

No

Business segment.

9,466

Chailease Holding

No

Business segment.

under review, the Company sold a portionof its shareholding.

Marujun Co., Ltd.

Co., Ltd.

Mainly held to maintain and strengthenbusiness relationships in the Customer

76

Encho Co., Ltd.

Co., Ltd.

Business segment.

12

Altech Co., Ltd.

Yes

Yes

No

No

No

Business segment.
Mainly held to maintain and strengthenbusiness relationships in the Customer

No

Business segment.
The Company held the shares to strengthen
the relationship based on a businessNo

No

IssuesNippon Rietec Co.,Ltd.

During the fiscal year Previous fiscal year
under review
Purpose of holding, quantitative holding
Number of shares
Number of shares
Holding of shares(Shares)(Shares)
effect and reason for increase in the numberin the Companyof shares
Amount reported on Amount reported on
the balance sheet
the balance sheet(Millions of yen)
(Millions of yen)Previous fiscal
200,000 The Company held the shares to maintain－and strengthen the relationship, but sold all
year: Yes
407－

515,667－349

of its shareholding during the fiscal year
under review.

－

129,692

The Company held the shares to maintain321

and strengthen the relationship, but sold allof its shareholding during the fiscal year

215,000

The Company held the shares to maintain222

and strengthen the relationship, but sold allof its shareholding during the fiscal year

Hirogin Holdings, Inc.

Kaga Electronics Co.,Ltd.

of its shareholding during the fiscal year
under review.

－－－

Nikon Corporation－

The Company held the shares to maintainand strengthen the relationship, but sold all

Fiscal year underreview: NoNo

No

under review.

No

under review.

－

91,150

The Company held the shares to maintainand strengthen the relationship, but sold all

Previous fiscal
year: Yes－

159

of its shareholding during the fiscal year
under review.

Fiscal year underreview: No－

30,000

The Company held the shares to maintainand strengthen the relationship, but sold all－118

of its shareholding during the fiscal year
under review.

－

24,502The Company held the shares to maintain86

and strengthen the relationship, but sold allof its shareholding during the fiscal year

40,000

The Company held the shares to maintain40

and strengthen the relationship, but sold allof its shareholding during the fiscal year

Sanrio Company, Ltd.

Tsumura & Co.

Noritake Co., Limited－－
Chuo Spring Co., Ltd.
－The Company held the shares to maintainand strengthen the relationship, but sold all

－

39

－

52,754－38

of its shareholding during the fiscal year
under review.

－

7,000

The Company held the shares to maintain20

and strengthen the relationship, but sold allof its shareholding during the fiscal year

Oliver Corporation－

No

under review.

13,090

The Chiba Bank, Ltd.

No

under review.

－
The Aichi Bank, Ltd.

No

of its shareholding during the fiscal year
under review.
The Company held the shares to maintainand strengthen the relationship, but sold all

Yes

Yes

No

under review.

(Notes) 1. The quantitative holding effect is verified for each individual issue using the method described in (2) a. above, but is notdescribed for confidentiality reasons.

- 100 -

2. (*) On April 1, 2021, an absorption-type merger took place with Mitsubishi UFJ Lease & Finance Company Limited as
the surviving company and Hitachi Capital Corporation as the absorbed company. Consequently, the number of shares
increased.
3. A hyphen “-” indicates that the Company does not hold the relevant issue.
(iii) Investment stocks for pure investment purposes
During the fiscal year under review
Category

Unlisted stocks
Stocks other than unlisted
stocksPrevious fiscal year

Total amount recorded on
the balance sheet(Millions of yen)

Number of issues(Issues)

Total amount recorded on
the balance sheet(Millions of yen)

Number of issues(Issues)2

14,951

2

14,289－－－－During the fiscal year under review
Category

Unlisted stocks
Stocks other than unlisted
stocksTotal dividends received Total gain (loss) on sale Total unrealized gains(Millions of yen)
(Millions of yen)(losses) (Millions of yen)
699

－

－

－

－

－

(Note) As unlisted stocks do not have market prices, “Total unrealized gains (losses)” are not stated.
(iv) There are no investment shares reclassified from held for pure investment to held for other than pure investment during the
fiscal year under review.
(v) There are no investment shares reclassified from held for other than pure investment to held for pure investment during the
fiscal year under review.

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