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, 2021
To our shareholders:Shusaku Tsuhara
President & CEO

Mizuho Leasing Company, Limited
2-6 Toranomon 1-chome, Minato-ku, Tokyo 105-0001

NOTICE OF THE 52ND ORDINARY GENERAL MEETING OF
SHAREHOLDERS

You are cordially notified of the 52nd Ordinary General Meeting of Shareholders of Mizuho Leasing
Company, Limited (the “Company”), which will be held as described below.
In view of the spread of the novel coronavirus (COVID-19), we sincerely request all
shareholders to refrain from attending in person on the day of this meeting and instead exercise
your voting rights in advance in writing or via the Internet, etc. to ensure the health and safetyof all shareholders.
Please review the attached Reference Documents for the General Meeting of Shareholders(Pages 36-48) 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 bypostal mail to reach us no later than 5:20 p.m. on Wednesday, June 23, 2021 (Japan Standard Time).
[Exercising voting rights via the Internet]
Please refer to the attached Instructions on Exercising Voting Rights via the Internet (Pages 49-50), andindicate your approval or disapproval of the proposals via a smartphone or on the designated website(https://soukai.mizuho-tb.co.jp/) no later than 5:20 p.m. on Wednesday, June 23, 2021 (Japan Standard Time).
If you exercise your voting rights both in writing and via the Internet, voting rights exercised via theInternet shall be treated as valid.
The state of affairs on the day of the Ordinary General Meeting of Shareholders is scheduled
to be available for viewing as a video published on the Company’s website.
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 and smartphone.
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:Thursday, June 24, 2021 at 10:00 a.m.
(Japan Standard Time)(The venue will open at 9:00 a.m.)2.

Venue:IINO HALL (4F IINO Building)
2-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo*The venue has been changed from the previous meeting.

3.

Purposes:
Items to be reported:
Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements,
and the results of audit of the Consolidated Financial Statements by the Accounting Auditor andthe Audit Committee for the 52nd Term (from April 1, 2020 to March 31, 2021).

Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendment of the Articles of Incorporation
Proposal 3: Election of Twelve (12) Directors
Proposal 4: Election of One (1) Auditor
4.

Guide to Exercising Voting Rights(1) If you wish, another shareholder holding voting rights of the Company may attend themeeting and exercise voting rights on your behalf. Please note, however, it is necessary tosubmit 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
with written 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 withbusiness performance, while striving for improvement in profitability. At the same time, the Company takes
pains to strike a balance between returning profits to shareholders and ensuring adequate shareholders
equity, believing that a healthy 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,
the Company strives to expand its business base further and thus improve return on equity ratio overmedium and long term.
Guided by the above policy, the Company proposes the year-end dividends for the 52nd term and otherappropriation of surplus as follows:1.

Matters related to year-end dividends(i)Type of dividend property
Cash(ii) Allocation of dividend property and total amount thereof¥52 per share of common stock of the Company
Total amount of dividends: ¥2,548,164,996
Since the Company paid an interim dividend of ¥40 per share, the annual dividend will
come to ¥92 per share, an increase of ¥10 compared to the previous fiscal year.
(iii) Effective date of distribution of dividends of surplus
June 25, 2021
2.

Matters related to other appropriation of surplus(i)

Item of surplus to be increased and amount of increase
General reserve:¥2,000,000,000(ii) 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 clarify the management responsibilities of the Directors and build a management system that can
rapidly respond to changes in the management environment, the Company proposes that Article 20 (Termof office) of the current Articles of Incorporation be changed to shorten the term of office for Directors
from two years to one year.
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(Term of office)(Term of office)

Article 20.

Article 20.

The term of office for Directors shall last until theconclusion of the Ordinary General Meeting of
Shareholders with respect to the last fiscal year
ending within two years after their election.

The term of office for Directors shall last until theconclusion of the Ordinary General Meeting of
Shareholders with respect to the last fiscal year
ending within one year after their election.

-4-

Proposal 3:

Election of Twelve (12) Directors

If Proposal 2 “Partial Amendment of the Articles of Incorporation” is approved and adopted in its originalform, the term of office for Directors of the Company shall change from two years to one year, and the termof office for all eleven (11) Directors (including seven (7) outside Directors) will expire at the conclusion ofthis meeting.
Therefore, as a condition of the approval and adoption of Proposal 2 “Partial Amendment of the Articles ofIncorporation,” the Company proposes to increase the number of Directors by one (1) member tostrengthen the management system and elect twelve (12) Directors (including six (6) outside Directors).
The candidates for Director are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibility(significant concurrent positions outside the Company)
April 2007
April 2009
June 2012

Daisaku Abe(June 20, 1957)[Reelection]
1

April 2013
July 2013
June 2014
April 2019
June 2019
June 2020

Executive Officer, General Manager andExecutive Secretariat of Mizuho Corporate Bank,Ltd.
Managing Executive Officer of Mizuho Financial
Group, Inc.
Managing Director of Mizuho Financial Group,
Inc.
Deputy President & Executive Officer of Mizuho
Financial Group, Inc.
Deputy President & Executive Officer of Mizuho
Bank, Ltd.
Deputy President & Executive Officer of Mizuho
Financial Group, Inc.
Deputy Chairman & Executive Officer of Mizuho
Financial Group, Inc.
Outside Director of the Company

Number of theCompany’s shares
owned

–

Director and Chairman of the Company (current
position)[Reasons for nomination]
In addition to possessing extensive operational experience in the corporate planning and management departmentsof financial institutions and in-depth knowledge of finance overall, he also has abundant experience in corporate
management having served as a Deputy President & Executive Officer of Mizuho Bank, Ltd. and as a Deputy
Chairman & Executive Officer of Mizuho Financial Group, Inc. After being appointed as Director and Chairman of
the Company in June 2020, he has utilized this knowledge and experience in the management of the Company andcontinues to be recommended as a candidate for Director as a person who can contribute to the sustainable growthof the Company and the improvement of the medium to long-term corporate value.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibility(significant concurrent positions outside the Company)
April 2010
April 2012
April 20152

Shusaku Tsuhara(January 6, 1960)

June 2015[Reelection]

April 2017
April 2019
June 2019
June 2020

Executive Officer, General Manager andExecutive Secretariat of Mizuho Financial
Group, Inc.
Managing Executive Officer of Mizuho Bank,
Ltd.
Senior Managing Executive Officer of Mizuho
Financial Group, Inc.
Member of the Board of Directors, Senior
Managing Executive Officer of Mizuho
Financial Group, Inc.
Deputy President, Deputy President &Executive Officer of Mizuho Bank, Ltd.
Deputy President Executive Officer of theCompany
Deputy President, Deputy President
Executive Officer of the Company
President and CEO of the Company(current position)

Number of theCompany’s shares
owned

800

[Reasons for nomination]
In addition to possessing extensive operational experience in the management and sales departments of financial
institutions and in-depth knowledge of finance overall, he also has abundant experience in corporate management
having served as Deputy President, Deputy President & Executive Officer of Mizuho Bank, Ltd. After being
appointed as President and CEO of the Company in June 2020, he has supervised and promoted the Sixth Mediumterm Management Plan and unified group management and continues to be recommended as a candidate for
Director as a person who can contribute to the sustainable growth of the Company and the improvement of themedium to long-term corporate value.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibility(significant concurrent positions outside the Company)
April 2011
April 2013

Akira Nakamura(November 11, 1960)[New election]

April 2015
April 2016
April 2018
April 20193

April 2020
April 2021

General Manager of Nihonbashi Corporate
Banking Division of Mizuho Corporate
Bank, Ltd.
Executive Officer and General Manager ofCorporate Banking Coordination Division(Large Corporations) of Mizuho Financial
Group, Inc.
Managing Executive Officer of Mizuho
Securities Co., Ltd.
Managing Executive Officer of Mizuho
Financial Group, Inc.
Senior Managing Executive Officer ofMizuho Financial Group, Inc.
Deputy President & Executive Officer ofMizuho Bank, Ltd.
Deputy President Executive Officer andCRO of the Company
Deputy President Executive Officer and
CFO of the Company (current position)

Number of theCompany’s shares
owned

300

[Areas of responsibility]
Secretariat Division, Accounting Department and Treasury Department[Significant concurrent position outside of the Company]
Outside Director of RICOH LEASING COMPANY, LTD. (scheduled to retire on June 28, 2021)[Reasons for nomination]
In addition to possessing extensive operational experience in the sales and sales promotion departments of financial
institutions and in-depth knowledge of finance overall, he also has abundant experience in corporate management
having served as Deputy President & Executive Officer of Mizuho Bank, Ltd. After being appointed as Deputy
President Executive Officer of the Company in April 2020, he has utilized this knowledge and experience in the
management of the Company, and the Company believes that he is a person who can contribute to the sustainablegrowth of the Company and the improvement of the medium to long-term corporate value. Therefore, the Company
has nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibility(significant concurrent positions outside the Company)
April 2012
April 2014
April 2015

Takanori Nishiyama(May 9, 1962)

April 2017

[New election]
June 20174

April 2019

General Manager of Branch Banking
Division V of Mizuho Bank, Ltd.
Executive Officer and General Manager of
Omiya Branch of Mizuho Bank, Ltd.
Managing Executive Officer of Mizuho Bank,Ltd.
Managing Director and Managing
Executive Officer of Mizuho Bank, Ltd.
Managing Executive Officer of Mizuho
Financial Group, Inc.
Director and Managing Executive Officerof Mizuho Financial Group, Inc.
Managing Executive Officer of theCompany (current position)

Number of theCompany’s shares
owned

700

[Areas of responsibility]
Business Promotion Department, Solution Promotion Department, Equipment Management Department,
Medical & Healthcare Department and Corporate Business Department (No.3)[Reasons for nomination]
In addition to possessing extensive operational experience in the sales promotion and management departments offinancial institutions and in-depth knowledge of finance overall, he also has abundant experience in corporate
management having served as Managing Director of Mizuho Bank, Ltd. and Director and Managing Executive
Officer of Mizuho Financial Group, Inc. After being appointed as a Managing Executive Officer of the Company inApril 2019, he has utilized this knowledge and experience in the management of the Company, and the Company
believes that he is a person who can contribute to the sustainable growth of the Company and the improvement of
the medium to long-term corporate value. Therefore, the Company has nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Chihiro Tokiyasu(October 11, 1963)[New election]
5

Career summary, position and responsibility(significant concurrent positions outside the Company)
April 1986

Joined the Company

August 2006

Seconded to Krung Thai IBJ Leasing as Director- Executive Vice President
Joint General Manager in charge of International
Department of the Company
Joint General Manager of Business
Co-ordination Department of the Company
Executive Officer and General Manager of
Personnel Department of the Company
Managing Executive Officer of theCompany (current position)

December
2012
July 2014
April 2016
April 2020

Number of theCompany’s shares
owned

4,200

[Areas of responsibility]
Personnel Department and General Administration Department[Reasons for nomination]
He possesses extensive operational experience in the overseas and domestic sales and personnel departments of theCompany. After being appointed as a Managing Executive Officer of the Company in April 2020, he has utilized
this knowledge and experience in the management of the Company, and the Company believes that he is a person
who can contribute to the sustainable growth of the Company and the improvement of the medium to long-term
corporate value. Therefore, the Company has nominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibility(significant concurrent positions outside the Company)
April 2013
July 2013
April 2014
April 2016

Toshiyuki Takahashi(October 20, 1965)

April 2019
April 2020

[New election]
April 2021
6

May 2021

Deputy General Manager of Industry
Research Department of Mizuho Bank, Ltd.
Director of Investment Bank Group of Mizuho
Securities Co., Ltd.
Sector Head of Sector Coverage Department
No.2 of Mizuho Securities Co., Ltd.
Senior Corporate Officer of Global
Investment Banking Division of Mizuho
Securities Co., Ltd.
General Manager in charge of Business
Promotion Department of the Company
Executive Officer and General Manager ofCorporate Planning Department of theCompany
Managing Executive Officer, CSO andGeneral Manager of the Corporate Planning
Department of the Company
Managing Executive Officer, CSO and
Chief Sustainability Officer of theCompany
General Manager of Corporate Planning
Department of the Company (current
position)

Number of theCompany’s shares
owned

–

[Areas of responsibility]
Corporate Planning Department[Significant concurrent position outside of the Company]
Director of Mizuho Marubeni Leasing Corporation[Reasons for nomination]
He possesses extensive operational experience in the planning and coordination departments and the sales
promotion departments of banks and securities firms and in-depth knowledge of finance overall. After being
appointed as a Managing Executive Officer of the Company in April 2021, he has utilized this knowledge andexperience in the management of the Company, and the Company believes that he is a person who can contribute to
the sustainable growth of the Company and the improvement of the medium to long-term corporate value.
Therefore, the Company has nominated him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Career summary and position(significant concurrent positions outside the Company)
July 1969

Joined the Economic Planning Agency

June 1998

7

Number of theCompany’s shares
owned

Director General, Price Bureau of the Economic
Planning Agency
July 1999
Director General, Research Bureau of the
Economic Planning Agency
January
Director General, National and Regional
2001
Planning Bureau of Ministry of Land,
Infrastructure, Transport and Tourism
April 2003
Professor, Graduate School of Social
Takao Komine
Science, Hosei University(March 6, 1947)
April 2008
Professor, Graduate School of Regional
3,000
Policy Design, Hosei University[Reelection]
June
2009
OutsideDirectoroftheCompany(current[Outside Director]
position)[Independent Officer]
April 2010
Research Adviser, Japan Center for
Economic Research
May 2012
Trustee, Research Adviser, Japan Center
for Economic Research (current position)
April 2017
Professor, Faculty of Regional
Development, Taisho University
April 2020
Professor, Institute of Regional
Development, Taisho University (current
position)[Significant concurrent positions outside of the Company]
Trustee, Research Adviser, Japan Center for Economic Research
Professor, Institute of Regional Development, Taisho University[Reasons for nomination and an overview of expected role]
He possesses extensive experience and a wide range of insight into the fields of economic policy and specialized
academics. Since his appointment as an outside Director of the Company in June 2009, he has provided appropriate
supervision of management while also being involved in strategic decision-making. The Company believes thatgoing forward he will contribute to management supervision and decision-making directed at sustainable growthand improving the medium to long-term corporate value based on such extensive experience and a wide range of
insight. Therefore, the Company has nominated him as a candidate for outside Director. In addition, if he is elected,
it is expected that he will be involved in determining the selection of Company officer candidates and officer
remuneration, etc. from an independent perspective as a member of the voluntary Nomination & Compensation
Committee.

- 11 -

No.

Name(Date of birth)

Career summary and position(significant concurrent positions outside the Company)
April 1971

Joined Sekisui Chemical Co., Ltd.

June 2003

8

Number of theCompany’s shares
owned

Director (Commissioned General Manager ofCorporate Finance & Accounting Department)of Sekisui Chemical Co., Ltd.
October
Director, Executive Vice President and CFO of
Naofumi Negishi
2008
Sekisui Chemical Co., Ltd.
(March 19, 1948)
March 2009
President and Representative Director of
Sekisui Chemical Co., Ltd.
–
[Reelection]
March 2015
Chairman & Representative Director of[Outside Director]
Sekisui Chemical Co., Ltd.
[Independent Officer]
June 2017
Chairman and Director of Sekisui ChemicalCo., Ltd.
June 2018
Executive Advisor of Sekisui ChemicalCo., Ltd. (current position)
June 2019
Outside Director of the Company (current
position)[Significant concurrent position outside of the Company]
Executive Advisor of Sekisui Chemical Co., Ltd.
[Reasons for nomination and an overview of expected role]
He possesses extensive experience and a wide range of insight into the manufacturing industry. Since his
appointment as an outside Director of the Company in June 2019, he has provided appropriate supervision ofmanagement while also being involved in strategic decision-making. The Company believes that going forward hewill contribute to management supervision and decision-making directed at sustainable growth and improving the
medium to long-term corporate value based on such extensive experience and a wide range of insight. Therefore,
the Company has nominated him as a candidate for outside Director. In addition, if he is elected, it is expected that
he will be involved in determining the selection of Company officer candidates and officer remuneration, etc. froman independent perspective as a member of the voluntary Nomination & Compensation Committee.

- 12 -

No.

Name(Date of birth)

Career summary and position(significant concurrent positions outside the Company)
April 1977

9

Number of theCompany’s shares
ownedJoined the Ministry of International Tradeand Industry (MITI) (now: Ministry of
Economy, Trade and Industry, “METI”)
June 1989
Director of Industrial Policy Planning Industrial
Policy Bureau, MITI
April 1994
Director of Cooperative Division, Small andMedium Enterprise Agency
Hirofumi Hagihira
June 1999
Director of Consumer Goods Division,(August 15, 1953)
Consumer Goods Industry Bureau, MITI–
[Reelection]
December
General Manager of Paris Center Office,[Outside Director]
2000
Japan External Trade Organization[Independent Officer](JETRO)
October
Associate Vice President of Japan Nuclear
2003
Energy Safety Organization
April 2009
Executive Director of Japan Petroleum
Development Association
June 2019
Outside Director of the Company (current
position)[Reasons for nomination and an overview of expected role]
He possesses extensive experience and a wide range of insight into the fields of economic, industrial, andinternational trade policy. Since his appointment as an outside Director of the Company in June 2019, he has
provided appropriate supervision of management while also being involved in strategic decision-making. The
Company believes that going forward he will contribute to management supervision and decision-making directed
at sustainable growth and improving the medium to long-term corporate value based on such extensive experienceand a wide range of insight. Therefore, the Company has nominated him as a candidate for outside Director. In
addition, if he is elected, it is expected that he will be involved in determining the selection of Company officer
candidates and officer remuneration, etc. from an independent perspective as a member of the voluntary
Nomination & Compensation Committee.

- 13 -

No.

Name(Date of birth)

Mari Sagiya(November 16, 1962)[Reelection][Outside Director][Independent Officer]

10Career summary and position(significant concurrent positions outside the Company)
April 1985

Joined IBM Japan, Ltd.

July 2002

Director of IBM Japan, Ltd.

July 2005

Vice President of IBM Japan, Ltd.

July 2014

Vice President of SAP Japan Co., Ltd.

January
2016
June 2019

Vice President of salesforce.com Co., Ltd.

Number of theCompany’s shares
owned

–

Outside Director of the Company (current
position)
Outside Director of Kokusai Pulp & Paper
Co., Ltd. (current position)
March 2020
Outside Director of MonotaRO Co., Ltd.
(current position)[Significant concurrent positions outside of the Company]
Outside Director of Kokusai Pulp & Paper Co., Ltd.
Outside Director of MonotaRO Co., Ltd.
Outside Director of JBCC Holdings Inc.
(scheduled to assume office on June 18, 2021)[Reasons for nomination and an overview of expected role]
She possesses extensive operational and business management experience within multiple IT-related companies.
Since her appointment as an outside Director of the Company in June 2019, she has provided appropriate
supervision of management based on her high-level expertise and diverse perspectives while also being involved instrategic decision-making. The Company believes that going forward she will contribute to management
supervision and decision-making directed at sustainable growth and improving the medium to long-term corporate
value based on such extensive experience and a wide range of insight. Therefore, the Company has nominated her
as a candidate for outside Director. In addition, if she is elected, it is expected that she will be involved indetermining the selection of Company officer candidates and officer remuneration, etc. from an independent
perspective as a member of the voluntary Nomination & Compensation Committee.

- 14 -

No.

Name(Date of birth)

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

Joined Marubeni Corporation

April 201211

Number of theCompany’s shares
owned

Executive Officer, Senior Operating Officer,
Plant & Industrial Machinery Division of
Marubeni Corporation
April 2013
Executive Officer, Chief Operating Officer,
Plant & Industrial Machinery Division of
Marubeni Corporation
April 2014
Executive Officer, Chief Operating Officer,
Plant Division of Marubeni Corporation
April 2016
Managing Executive Officer, Chief
Hajime Kawamura
Operating Officer, Plant Division of(November 11, 1958)
Marubeni Corporation–
April 2018
Managing Executive Officer, Regional[Reelection]
CEO for the Americas, Regional COO for[Outside Director]
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 (current
position)
June 2020
Outside Director of the Company (current
position)[Significant concurrent position outside of the Company]
Senior Managing Executive Officer, Chief Executive Officer of Transportation & Industrial Machinery, Financial
Business Group of Marubeni Corporation[Reasons for nomination and an overview of expected role]
He has in-depth knowledge of the overall business operations of general trading companies and has also obtained
abundant experience in business management as a part of top management since his appointment as a Managing
Executive Officer of Marubeni Corporation in April 2016. Since his appointment as an outside Director in June
2020, he has provided appropriate supervision of management while also being involved in strategic decisionmaking. The Company believes that going forward he will contribute to management supervision and decisionmaking directed at sustainable growth and improving the medium to long-term corporate value based on suchextensive experience and a wide range of insight. Therefore, the Company has nominated him as a candidate foroutside Director. In addition, if he is elected, he is expected to provide useful advice regarding overall managementof the Company based on his extensive operational and business management experience at a general trading
company.

- 15 -

Name(Date of birth)

No.

Career summary and position(significant concurrent positions outside the Company)
April 1982

Takayuki Aonuma(February 25, 1955)[New election][Outside Director][Independent Officer]

12

January2010
December
2010
July 2014
December
2015
December
2015
September
2016
February
2018

Number of theCompany’s shares
owned

Prosecutor of Tokyo District Public
Prosecutors Office
Prosecutor of Supreme Public Prosecutors
OfficeDirector-General of the Rehabilitation Bureau,
Ministry of Justice
Chief Prosecutor of Tokyo District Public
Prosecutors Office
Deputy Prosecutor-General of Supreme
Public Prosecutors OfficeMember of the Legislative Council of the
Ministry of Justice
Superintending Prosecutor of Nagoya High
Public Prosecutors Office
Registered as an attorney-at law–

Of-Counsel of City-Yuwa Partners (current
position)[Significant concurrent positions outside of the Company]
Of-Counsel of City-Yuwa Partners
Outside Director of SENIOR LIFE CREATE Co., Ltd.
(scheduled to assume office on May 28, 2021)[Reasons for nomination and an overview of expected role]
He possesses a wide range of insight based on his high-level expertise and extensive experience as a legal expert.
The Company believes that he will contribute to management supervision and decision-making directed atsustainable growth and improving the medium to long-term corporate value based by utilizing such capabilities,
experience, and insight. Therefore, the Company has nominated him as a candidate for outside Director. In addition,
if he is elected, it is expected that he will be involved in determining the selection of Company officer candidates
and officer remuneration, etc. from an independent perspective as a member of the voluntary Nomination &Compensation Committee.
Notes:
1.
2.
3.
4.
5.

6.

There is no special interest between the candidates for Director and the Company.
The name listed for candidate for Director Mari Sagiya on her family register is Mari Itaya.
Candidate for Director Mari Sagiya is scheduled to assume the office of outside Director of JBCC Holdings Inc.
on June 18, 2021. The Company has no transactions with the aforementioned company.
Candidate for Director Takayuki Aonuma is scheduled to assume the office of outside Director of SENIOR LIFE
CREATE Co., Ltd. on May 28, 2021. The Company has no transactions with the aforementioned company.
The Company has entered into a liability insurance policy with an insurance company that insures the Directors
and Auditors and plans to renew the policy in June 2021. If the election of the candidates for Director in this
proposal is approved, each person shall be included as an insured in the policy.
(i) Summary of insurance incidents covered
The insurance company shall cover the legal compensation for damages and court costs incurred by the
insured persons as a result of performing their duties.
(ii) Measures to prevent the loss of adequacy of the insured persons’ performance of duties due to said
insurance policy
The insurance policy does not apply in certain cases such as damages arising from criminal acts or acts
carried out while recognizing that they violate laws and ordinances.
(iii) Insurance premiums
The Company shall bear the entire amount of the insurance premiums.
The candidates for Director Takao Komine, Naofumi Negishi, Hirofumi Hagihira, Mari Sagiya, Hajime
Kawamura, and Takayuki Aonuma are candidates for outside Director.
Notes concerning outside director candidates are as indicated below.
(1) Takao Komine, Naofumi Negishi, Hirofumi Hagihira, Mari Sagiya, and Hajime Kawamura are currently
outside Directors of the Company, and the number of years in office as an outside Director for each person
as of the conclusion of this meeting is as follows.
Takao Komine 12 years
Naofumi Negishi 2 years
Hirofumi Hagihira 2 years
Mari Sagiya 2 years
Hajime Kawamura 1 year

- 16 -

(2)
(3)

(4)

Takao Komine, Hirofumi Hagihira, and Takayuki Aonuma have not been involved in business management
other than as an outside officer, but for the reasons stated above, they are judged as being capable ofappropriately fulfilling their duties as outside Directors of the Company.
The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Takao Komine, Naofumi
Negishi, Hirofumi Hagihira, and Mari Sagiya have been designated as independent officers as provided forby the aforementioned exchange. If the reelection of each person is approved, the Company plans for theirdesignation as independent officers to continue. In addition, Takayuki Aonuma satisfies the requirements
for an independent officer as provided for by the aforementioned exchange and is scheduled to be
designated as an independent officer if his election is approved.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has enteredinto limited liability agreements with Takao Komine, Naofumi Negishi, Hirofumi Hagihira, Mari Sagiya,
and Hajime Kawamura to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act to the minimum liability amount provided for by laws and regulations. If the reelection of
Takao Komine, Naofumi Negishi, Hirofumi Hagihira, Mari Sagiya, and Hajime Kawamura is approved, theCompany plans to renew the aforementioned agreements with them. In addition, if the election of Takayuki
Aonuma is approved, the Company plans to enter into the same limited liability agreement with him.

- 17 -

Proposal 4:

Election of One (1) Auditor

The term of office of Shinichi Takahashi, one of four (4) Auditors, will expire at theconclusion of this meeting.
Therefore, the Company proposes the election of one (1) Auditor.
In addition, the consent of the Audit Committee has been obtained for this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Hidehiko Kamata(November 16, 1961)[New election]

Career summary and position(significant concurrent positions outside the Company)
April 1984

Joined the Company

March 2008

Manager of Corporate Business Department (Tokyo
Regional No. 4) of the Company

April 2009Manager of Corporate Business Department (Tokyo
Regional No. 1) of the Company

April 2014

Executive Officer and Manager of Corporate
Business Department (Tokyo Regional No. 1) of theCompany

April 2015

Executive Officer of the Company

April 2016

Managing Executive Officer of the Company

June 2019

Managing Director of the Company

April 2021

Director of the Company (current position)

Number of theCompany’s shares
owned

3,500

[Reasons for nomination]
In addition to possessing extensive operational experience in the sales, sales promotion, and personnel departments of theCompany and being well-versed in the general leasing business, he has served as a Managing Director of the Company andhas abundant experience in business management. The Company believes that he will apply this knowledge and experiencein the audit engagements of the Company which require diversity and sophistication while also helping to maintain andimprove the corporate governance standards of the Company. Therefore, the Company has nominated him as a candidate for
Auditor.
Notes:
1.
There is no special interest between Hidehiko Kamata, candidate for Auditor, and the Company.
2.
The Company has entered into a liability insurance policy with an insurance company that insures the Directors
and Auditors and plans to renew the policy in June 2021. If the election of the candidate for Auditor in this
proposal is approved, he shall be included as an insured in the policy.
(i) Summary of insurance incidents covered
The insurance company shall cover the legal compensation for damages and court costs incurred by the
insured person as a result of performing their duties.
(ii) Measures to prevent the loss of adequacy of the insured person’s performance of duties due to said
insurance policy
The insurance policy does not apply in certain cases such as damages arising from criminal acts or acts
carried out while recognizing that they violate laws and ordinances.
(iii) Insurance premium
The Company shall bear the entire amount of the insurance premium.

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