This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 8425
June 3, 2020
To our shareholders:
Hiroshi Motoyama
President & C.E.OMizuho Leasing Company, Limited
2-6 Toranomon 1-chome, Minato-ku, Tokyo 105-0001

NOTICE OF THE 51ST ORDINARY GENERAL MEETING OF
SHAREHOLDERS

You are cordially notified of the 51st Ordinary General Meeting of Shareholders of Mizuho Leasing Company,Limited (the “Company”), which will be held as described below.
Recently, residents in Japan have been strongly urged by the national government and prefectural governors torefrain from going out in order to prevent the spread of the novel coronavirus disease (COVID-19). Under suchcircumstances, as a result of our careful consideration of the current state, the General Meeting of Shareholders will
be held with appropriate measures to prevent infections.
Considering the state that residents are strongly urged to refrain from going out, we sincerely request you to refrainfrom attending this meeting in person on the meeting date as much as possible and exercise your voting rights inadvance by postal mail or via the Internet, etc. in view of preventing the COVID-19 spread and securing your healthand safety.
Please review the attached Reference Documents for the General Meeting of Shareholders (Pages 38-43)
before exercising your voting rights.
[Exercising voting rights in writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it by postal
mail to reach us no later than 5:20 p.m. on Tuesday, June 23, 2020 (Japan Standard Time).
[Exercising voting rights via the Internet]
Please refer to the attached Instructions on Exercising Voting Rights via the Internet (Pages 44-45), and indicate yourapproval or disapproval of the proposals via a smartphone or on the designated website (https://soukai.mizuhotb.co.jp/) no later than 5:20 p.m. on Tuesday, June 23, 2020 (Japan Standard Time).
If you exercise your voting rights both in writing and via the Internet, voting rights exercised via the Internet shallbe treated as valid.
A Notice of the Ordinary General Meeting of Shareholders is also available on a smartphone!
You can also view the Notice of the Ordinary General Meeting of Shareholders on a PC andsmartphone.
https://p.sokai.jp/8425/

Please kindly note that souvenirs for shareholders attending the meeting will not be offered.
Thank you for your understanding.
-1-Meeting Details
1.

Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. (Japan Standard Time)(The venue will open at 9:00 a.m.)2.

Venue:

2F Nissho Hall at Nippon Shobo Kaikan
9-16 Toranomon 2-chome, Minato-ku, Tokyo

3.

Purposes:
Items to be reported:
Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements, and theresults of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit
Committee for the 51st Term (from April 1, 2019 to March 31, 2020).

Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendment of the Articles of Incorporation
Proposal 3: Election of Two (2) Directors
Proposal 4: Election of One (1) Auditor
Proposal 5: Amendment of Compensation Amount for Directors
4.

Guide to Exercising Voting Rights(1) If you wish, another shareholder holding voting rights of the Company may attend the meeting andexercise voting rights on your behalf. Please note, however, it is necessary to submit the written
proof of the right of proxy.
(2) If you wish to make a diverse exercise of your voting rights, please provide the Company withwritten notification to that effect, together with the reason thereof, by no later than three days before
the General Meeting of Shareholders.
—End—-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company’s basic policy on the appropriation of surplus is to pay dividends commensurate with businessperformance, while striving for improvement in profitability. At the same time, the Company takes pains to strike abalance between returning profits to shareholders and ensuring adequate shareholders equity, believing that ahealthy shareholders equity is an essential requirement for improving corporate value.
The Company intends to utilize its internal reserve effectively as a resource for future growth. In this way, theCompany strives to expand its business base further and thus improve return on equity ratio over medium and longterm.
Guided by the above policy, the Company proposes the year-end dividends for the 51st term and other appropriationof surplus as follows:1.

Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥42 per share of common stock of the Company
Total amount of dividends: ¥2,058,134,274
Since the Company paid an interim dividend of ¥40 per share, the annual dividend will come to ¥82 pershare, an increase of ¥4 compared to the previous fiscal year.
(3) Effective date of distribution of dividends of surplus
June 25, 2020

2.

Matters related to other appropriation of surplus(1) Item of surplus to be increased and amount of increase
General reserve:¥2,000,000,000(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward:¥2,000,000,000-3-Proposal 2:

Partial Amendment of the Articles of Incorporation

1. Reasons for Proposal
In order to enable flexible response to the management of the Board of Directors, we request to make an amendmentto Article 24 (Convener and Chairmanship of Meeting of the Board of Directors) of the current Articles ofIncorporation.
2. Details of changes
Details of changes are as follows.
(Underlined portions indicate changed sections.)
Proposed changes

Current Articles of Incorporation
Chapter 4

Directors and Board of Directors

Chapter 4

Directors and Board of Directors(Convener and Chairmanship of Meeting of theBoard of Directors)(Convener and Chairmanship of Meeting of theBoard of Directors)

Article 24.

Article 24.

1. Unless otherwise provided for by laws andregulations, the Director and Chairman shallconvene meetings of the Board of Directors andchair the meetings.

1. Unless otherwise provided for in laws andregulations, a Director previously determinedby the Board of Directors shall convene
meetings of the Board of Directors and chair themeetings.

2. In cases where the post of the Director andChairman is vacant, or the Director andChairman is prevented from so acting, theDirector and President shall convene a meetingof the Board of Directors and chair the meeting.
In such cases, if the Director and President isprevented from so acting, another Director who
is designated in accordance with an order ofpriority determined in advance by the Board ofDirectors shall so act.

2. In cases where the Director determined
pursuant to the preceding paragraph isprevented from so acting, another Director who
is designated in accordance with an order ofpriority determined in advance by the Board ofDirectors shall convene meetings of the Boardof Directors and chair the meetings.

-4-

Proposal 3:

Election of Two (2) Directors

The directorships of Mr. Hiroshi Motoyama will expire upon the close of this General Meeting of Shareholders.
Furthermore, Mr. Nobuhiro Yabe, Director, retired on March 31, 2020.
Accordingly, the Company proposes to elect two (2) Directors.
The candidates for directors are as follows:
No.
Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 2005
June 2007

Takehito Miyaguchi(April 9, 1956)[New election][Outside Director][Independent Officer]
1

June 2012

October 2015

General Manager of Beijing Branch of Mizuho
Corporate Bank, Ltd.
Executive Officer of Mizuho Corporate Bank,Ltd.
Vice Chairman and President of Mizuho
Corporate Bank (China), Ltd.
Senior General Manager, Mizuho CorporateBank, Ltd.
Chairman of Mizuho Corporate Bank (China),Ltd.
Advisor of Mizuho Research Institute Ltd.

Number of theCompany’sshares owned

600

Advisor of Mizuho Bank (China), Ltd.
June 2017

Outside Standing Auditor of the Company(current position)[Reason for nomination]
He has engaged in supervising the status of directors’ execution of duties as the Company’s Auditor since June
2017, and has management experience based on diversity as head of Chinese bases of Mizuho Bank. He also has
in-depth knowledge of the Company’s business and the operation of the Board of Directors, and great awareness ofinternal controls. The Company believes that he will help the Company strengthen its management and supervising
functions, achieve its sustainable growth, and increase its medium- and long-term corporate value. Therefore, theCompany has nominated him as a candidate for outside director.

-5-No.
Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1981

Number of theCompany’s
shares owned

Joined Marubeni Corporation

April 2012

2

Executive Officer, Senior Operating Officer,
Plant & Industrial Machinery Division ofMarubeni Corporation
April 2013
Executive Officer, Chief Operating Officer,
Plant & Industrial Machinery Division ofMarubeni Corporation
April 2014
Executive Officer, Chief Operating Officer,
Plant Division of Marubeni Corporation
Hajime Kawamura
April 2016
Managing Executive Officer, Chief(November 11, 1958)
Operating Officer, Plant Division of–Marubeni Corporation[New election]
April 2018
Managing Executive Officer, Regional[Outside Director]
CEO for the Americas, Regional COO for
North & Central America of Marubeni
Corporation
President and CEO of Marubeni America
Corporation
April 2019
Senior Managing Executive Officer, Chief
Executive Officer of Transportation &Industrial Machinery, Financial BusinessGroup of Marubeni Corporation (currentposition)[Significant concurrent position outside of the Company]
Senior Managing Executive Officer, Chief Executive Officer of Transportation & Industrial Machinery, Financial
Business Group of Marubeni Corporation[Reason for nomination]
He has in-depth knowledge on the overall business operations of a general trading enterprise, and has abundant
experience and broad insight in the corporate management as he has been in the top management of Marubeni
Corporation since April 2016. The Company believes that he will help the Company strengthen the alliance with theMarubeni Group including Mizuho Marubeni Leasing Corporation (former company name: MG LeasingCorporation), enhance its presence by providing diverse advice, achieve its sustainable growth, and increase its
medium- and long-term corporate value. Therefore, the Company has nominated him as a candidate for outsidedirector.

Notes:
1. There is no special interest between the candidates for Directors and the Company.
2. Director candidates Takehito Miyaguchi and Hajime Kawamura are outside director candidates.
3. Notes concerning outside director candidates are as indicated below.
(1) Takehito Miyaguchi is a candidate for independent director, the designation of which is required by theTokyo Stock Exchange.
(2) Details and overview of limited liability agreements
If the nominations of Takehito Miyaguchi and Hajime Kawamura are approved, we plan to execute a limited
liability agreement with these candidates limiting damage compensation liability defined under Companies
Act Article 423, Paragraph 1 to the maximum stipulated by law.

-6-

Proposal 4:

Election of One (1) Auditor

The tenure of Mr. Takehito Miyaguchi as Auditor will retire at the close of this General Meeting ofShareholders. Accordingly, the Company proposes to elect one (1) Auditor.
The Auditor candidate Mr. Tatsuya Yamada, however, is not a substitute candidate for
Auditor Takehito Miyaguchi, and his term of office, if elected, will expire at theconclusion of the ordinary general meeting of shareholders for the last fiscal year that ends
within four years from the time of his election.
The Audit Committee has given its consent to this proposal.
The candidate for Auditor is as follows:
Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 2010
April 2012
June 2014

Tatsuya Yamada(February 20, 1960)

April 2018

[New election][Outside Auditor][Independent Officer]

April 2019
March 2020

Number of theCompany’s
shares owned

Executive Officer, General Manager of Accounting
Department of Mizuho Financial Group, Inc.
Managing Executive Officer, Head of Financial
Control & Accounting Group of Mizuho Securities
Co., Ltd.
Managing Executive Officer, Head of IT & Systems
Group of Mizuho Securities Co., Ltd.
Managing Executive Officer, Deputy Head ofFinancial Control & Accounting Group, Deputy Headof IT & Systems Group of Mizuho Financial Group,Inc.
Senior Executive Managing Director (RepresentativeDirector) and Senior Managing Executive Officer,
Head of Financial Control & Accounting Group,
Head of IT & Systems Group of Mizuho Securities
Co., Ltd.
President of Japan Investor Relations and Investor
Support, Inc.
Retired from Japan Investor Relations and Investor
Support, Inc.

[Reason for nomination]
In addition to his extensive insight gained through experience of working in the accounting, finance and IT business atfinancial institutions, he also has a wealth of knowledge of capital markets through his experience as top management in an
operating company. The Company believes that he will help the Company maintain and improve the level of its corporate
governance by applying his knowledge and experience towards its corporate audit work while responding to furtheradvancement and specialization of the Company’s products. Therefore, the Company has nominated him as a candidate foroutside auditor.
Notes:
1. There is no special interest between Tatsuya Yamada, candidate for outside auditor, and the Company.
2. Tatsuya Yamada is a candidate for outside auditor.
3. Notes concerning outside auditor candidate are as indicated below.
Tatsuya Yamada is a candidate for independent auditor, the designation of which is required by the Tokyo Stock
Exchange.

-7-–Proposal 5:

Amendment of Compensation Amount for Directors

At the 50th Ordinary General Meeting of Shareholders convened on June 25, 2019, a vote was passed
setting Company director compensation to no more than 500 million yen per year (of which, no morethan 80 million yen per year for outside directors).
As indicated in Proposal 3, we are proposing to increase the number of outside directors by two (2)members to strengthen our management structure.
As such, to ensure our ability to adapt to changes in the environments influencing our outside
directors, we will make no changes to the total amount of directors' compensation to “no more than
500 million yen per year” and only increase the amount of compensation allocated to outside directors,
amending this amount from no more than 80 million yen per year to no more than 150 million yen peryear.
We currently have ten (10) directors (including five (5) outside directors) but with the approval of
Proposal 3 will increase our number of directors to 11 (including seven (7) outside directors).
—End—-8-