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 4, 2019
To our shareholders:
Hiroshi Motoyama
President and CEO

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

NOTICE OF THE 50TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 50th Ordinary General Meeting of Shareholders of IBJ Leasing
Company, Limited (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or
via the Internet. In such case, please review the attached Reference Documents for the General
Meeting of Shareholders 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 Monday, June 24, 2019 (Japan Standard Time).
[Exercising voting rights via the Internet]
Please access the designated website for exercising voting rights (https://soukai.mizuho-tb.co.jp/) andindicate your approval or disapproval of the proposals no later than 5:20 p.m. on Monday, June 24, 2019
(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.
Meeting Details
1.

Date and time:

Tuesday, June 25, 2019 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
2-9-16 Toranomon, Minato-ku, Tokyo

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

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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 50th Term (from April 1, 2018 to March 31, 2019).
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendment of the Articles of Incorporation
Proposal 3: Election of 10 Directors
Proposal 4: Election of One (1) Auditor
Proposal 5: Amendment of Remuneration Amount for Directors
Proposal 6: Partial Amendment of Performance-linked Share-based Remuneration System for Directors

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—

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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 as 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 50th term and otherappropriation of 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¥40 per share of common stock of the Company
Total amount of dividends: ¥ 1,960,134,920
Since the Company paid an interim dividend of ¥38 per share, the annual dividend will come to¥78 per share, an increase of ¥8 compared to the previous fiscal year.
(3) Effective date of distribution of dividends of surplus
June 26, 20192.

Matters related to other appropriation of surplus(1) Item of surplus to be increased and amount of increase thereof
General reserve:¥5,000,000,000(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward:¥5,000,000,000-3-Proposal 2:

Partial Amendment of the Articles of Incorporation

1. Reasons for Proposal
To promote continued business growth and improve the corporate value of the Company and Group, in March 2019 we
executed a capital and business alliance (hereinafter, Capital and Business Alliance) with Mizuho Bank, Ltd.
(hereinafter, "Mizuho Bank") whereby we became an equity-method affiliate of Mizuho Financial Group, Inc. andMizuho Bank.
To promote further collaboration based on this Capital and Business Alliance and accelerate the realization of thebenefits of this alliance, we request to make amendments to Article 1 (Trade name) of the Articles of Incorporation inorder to change our trade name from "IBJ Leasing Company, Limited" to "Mizuho Leasing Company, Limited.”
Furthermore, supplementary provision is established to the effect that the amendment to the Articles of Incorporation
will take effect as of October 1, 2019. This supplementary provision and this provision shall be eliminated after said
date of effect.
2. Details of changes
Details of changes are as follows.
(Underlined portions indicate changed sections.)
Proposed changes

Current Articles of Incorporation
Chapter 1

General provisions

Chapter 1

General provisions(Trade name)(Trade name)

Article 1
The name of the Company is Kogin
Lease Kabushiki Kaisha, being expressed IBJ
Leasing Company, Limited in English.

Article 1
The name of the Company isMizuho Lease Kabushiki Kaisha, being expressed
Mizuho Leasing Company, Limited in English.

(Newly added)

Supplementary provision
Amendment to Article 1(Trade name) shalltake effect on October 1, 2019, and this
supplementary provision shall be eliminated after
said date of effect for amendments to Article 1.

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Proposal 3:

Election of 10 Directors

The directorships of Messrs. Katsuji Nagatsu, Shinichiro Maruyama, Masaya Hamamoto, Takao Komine,
Masatoshi Kiriyama and Yasuyuki Sugiura will expire upon the close of this General Meeting of
Shareholders. Furthermore, Shin Kuranaka, Director, retired on March 31, 2019.
Accordingly, the Company proposes to elect 10 directors to further enhance our management structure.
The candidates for directors are as follows:
No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 2009
April 2010
April 2012

Shusaku Tsuhara(January 6, 1960)

April 2015

[New election]

June 2015

1
April 2017
April 2019

Number of theCompany’s
shares owned

General Manager, Executive Secretariat ofMizuho Financial Group, Inc.
Executive Officer, General Manager andExecutive Secretariat of Mizuho Financial Group,
Inc.
Managing Executive Officer of Mizuho Bank,
Ltd.
Senior Managing Executive Officer and Head ofCompliance Group of Mizuho Financial Group,
Inc.
Member of the Board of Directors, Senior
Managing Executive Officer andHead of Compliance Group of Mizuho Financial
Group, Inc.
Deputy President, Deputy President & Executive
Officer and Head of Business Promotion ofMizuho Bank, Ltd.
Deputy President and Chief CSR Officer of theCompany (current position)[Reason for nomination]
He has in-depth knowledge in all areas of finance as well as vast experience in corporate management and sales
departments. He also has vast corporate management experience as Deputy President and Deputy President &Executive Officer of Mizuho Bank. The Company believes that he will be able to contribute to the sustainablegrowth and improvement in the medium- to long term corporate value of the Company in light of his
aforementioned abundant business experience and knowledge. Therefore, the Company has nominated him as
candidate for director.

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－

No.

Name (Date of birth)

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

Shinichiro Maruyama(November 11, 1960)[Reelection]

2

General Manager, Corporate Banking
Division No. 14, of Mizuho Corporate
Bank, Ltd. (now: Mizuho Bank, Ltd.)
April 2012
Executive Officer, Corporate Banking Unit
(Large Corporations) of Mizuho Corporate
Bank, Ltd.
June 2012
Executive Officer and General Manager ofCorporate Planning Department of the Company
June 2013
Director, Executive Officer and General
Manager of Corporate Planning
Department of the Company
April 2015
Managing Director, Managing Executive
Officer and General Manager of Businessof the Corporate Planning Department of
the Company
June 2015
Managing Director, Managing Executive
Officer and General Manager of theBusiness Coordination Department of theCompany
April 2017Managing Director, Managing Executive
Officer and CFO of the Company (current
position)[Areas of responsibility]
Corporate Planning Dept., Accounting, Finance, and IR

Number of theCompany’s
shares owned

1,700[Significant concurrent positions outside of the Company]
Director, IBJ Air Leasing Limited
Director, IBJ Air Leasing (US) Corp
[Reason for nomination]
He has vast work experience and advanced knowledge in corporate planning and administrative coordination at
financial institutions. He also has vast business experience, including being appointed to the position of Directorand Executive Officer of the Planning Department of the Company in June 2013, serving Managing Director of theCompany and Managing Executive Officer of the Business Coordination Department, and as CFO of the Company.
The Company believes that he will be able to continue contributing to the sustainable growth and improvement in
the medium- to long term corporate value of the Company in light of his aforementioned abundant businessexperience. Therefore, the Company has nominated him as a candidate for director.

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No.

Name (Date of birth)

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

Joined Company

March 2008

Manager of Corporate Business
Department (Tokyo Regional No. 4) of theCompany
Manager of Corporate Business
Department (Tokyo Regional No. 1) of theCompany
Executive Officer and Manager ofCorporate Business Department (Tokyo
Regional No. 1) of the Company

April 2009
April 2014
Hidehiko Kamata(November 16, 1961)[New election]
3

April 2015
April 2016
April 2017

Executive Officer of the Company
Managing Executive Officer in charge ofSales Departments and Branches of theCompany
Managing Executive Officer in charge ofBusiness Promotion Department of theCompany

Number of theCompany’s
shares owned

2,300

April 2019

Managing Executive Officer in charge of
Personnel and General Administration) of
the Company (current position)[Areas of responsibility]
Personnel Dept. and General Administration Dept.

[Reason for nomination]
After being appointed as manager of Corporate Business Department (Tokyo Regional No. 4) in March 2008, from
April 2016 he was appointed Managing Executive Officer, and has accumulated abundant experience as theexecutive officer in charge of sales, business coordination , personnel and general administration. The Company
believes that he will be able to contribute to the sustainable growth and improvement in the medium- to long term
corporate value of the Company in light of his aforementioned abundant business experience. Therefore, theCompany has nominated him as candidate for director.

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No.

Name (Date of birth)

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

General Manager, Corporate Banking Division
No.15, Mizuho Corporate Bank (now: Mizuho
Bank, Ltd.)

April 2012

Executive Officer and General Manager ofInternational Coordination Division, Mizuho
Bank, Ltd.
Executive Officer and General Manager ofInternational Coordination Division of Mizuho
Bank, Ltd.
Managing Executive Officer (in charge ofConsumer, Health, Care, Telecom, Media,
Technology, Specific Global Corporations) of
Mizuho Bank, Ltd.
Managing Executive Officer in charge ofInternational Department of the Company

July 2013
Yasuhisa Fujiki(March 1, 1962)

April 2014

[New election]
4

April 2018
April 2019

Number of theCompany’s
shares owned－

Managing Executive Officer, Chief Compliance
Officer (CCO) and Chief Risk Officer (CRO)of the Company (current position)[Areas of responsibility]
International Administration Dept., Examinations Dept.,
Compliance Management Dept., and Risk Management Dept.
[Reason for nomination]
He has vast work experience and advanced knowledge related to sales and international administration in financial
institutions. Since being appointed to the position of Managing Executive Officer in April 2018, he has gained
experience as the officer in charge of International Dept. The Company believes that he will be able to contribute to
the sustainable growth and improvement in the medium- to long term corporate value of the Company in light of his
aforementioned abundant business experience. Therefore, the Company has nominated him as candidate fordirector.

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No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
June 1969

Joined the Economic Planning Agency

June 1998

Director General, Price Bureau of the Economic
Planning Agency
Director General, Research Bureau of the
Economic Planning Agency
Director General, National and Regional
Planning Bureau of Ministry of Land,
Infrastructure, Transport and Tourism
Professor, Graduate School of Social Science,
Hosei University
Outside Director of the Company (current
position)

July 1999
January 2001
Takao Komine(March 6, 1947)[Reelection][Outside Director][Independent Officer]

April 2003
June 2009
April 20105

May 2012
April 2017

Number of theCompany’s
shares owned

2,500

Research Adviser, Japan Center for Economic
Research
Trustee, Research Adviser, Japan Center for
Economic Research (present position)
Professor, Faculty of Regional Development,
Taisho University (current position)[Significant concurrent positions outside of the Company]
Trustee, Research Adviser, Japan Center for Economic Research
Professor, Faculty of Regional Development, Taisho University[Reason for nomination]
He has vast experience and broad knowledge in the fields of economic policy and specialty academic. After being
appointed as an outside director in June 2009, he has provided accurate advice related to all areas of managementfrom an objective perspective. We wish to continue reflecting his vast experience and knowledge in the Company
management, and the Company believes that he will be able to continue to contributing to the sustainable growthand improvement in the medium- to long term corporate value of the Company. Therefore, the Company has
nominated him as a candidate for outside director.

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No.

Name (Date of birth)

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

Joined Sekisui Chemical Co., Ltd.

June 2003

Director (Commissioned General Manager ofCorporate Finance & Accounting Department)of Sekisui Chemical Co., Ltd.

October 2008

Director, Executive Vice President, Assistant to
the President and CFO (In charge of Corporate
Communication Department and Corporate
Finance & Accounting Department) of Sekisui
Chemical Co., Ltd.

March 2009

President and Representative Director of Sekisui
Chemical Co., Ltd.

March 2015

Chairman & Representative Director of Sekisui
Chemical Co., Ltd.

June 2017

Chairman and Director of Sekisui Chemical Co.,Ltd.

Naofumi Negishi(March 19, 1948)[New election][Outside Director][Independent Officer]
6

Number of theCompany’s
shares owned－

June 2018

Executive Advisor of Sekisui Chemical Co.,
Ltd. (current position)[Significant concurrent position outside of the Company]
Executive Advisor of Sekisui Chemical Co., Ltd.
[Reason for nomination]
We nominate him as an outside director with the expectation that reflecting his vast knowledge in manufacturingindustry’s corporate management in the Company’s corporate management will contribute a new perspective toachieving sustainable growth and increasing our medium- and long-term corporate value. Therefore, the Company
has nominated him as a candidate for outside director.

No.

7

Name (Date of birth)

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

Joined the Ministry of International Trade andIndustry (MITI) (now: Ministry of Economy,
Trade and Industry, “METI”)

June 1989

Director of Industrial Policy Planning Industrial
Policy Bureau, MITI

Hirofumi Hagihira(August 15, 1953)

April 1994

Director of Cooperative Division, Small andMedium Enterprise Agency[New election][Outside Director][Independent Officer]

June 1999

Director of Consumer Goods Division,
Consumer Goods Industry Bureau, MITI

December 2000

General Manager of Paris Center Office, Japan
External Trade Organization (JETRO)

October 2003

Associate Vice President of Japan Nuclear
Energy Safety Organization

April 2009

Executive Director of Japan Petroleum
Development Association (current position)

Number of theCompany’s
shares owned[Reason for nomination]
We nominate him as an outside director with the expectation that reflecting his vast experience and knowledge inthe fields of economics, industry, and trade policy in our own corporate management will contribute to achievesustainable growth and increasing our medium- and long-term corporate value of the Company. Therefore, theCompany has nominated him as a candidate for outside director.

- 10 -－

No.

Name (Date of birth)

Mari Sagiya(November 16, 1962)[New election][Outside Director][Independent Officer]
8Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1985

Joined IBM Japan, Ltd.

July 2002

Director of IBM Japan, Ltd.

July 2005

Vice President, General Business of IBM
Japan, Ltd.

July 2014

Vice President, Head of Strategy, Marketing &Communications of SAP Japan Co., Ltd.

January 2016

Vice President, Marketing of salesforce.com
Co., Ltd. (current position)

Number of theCompany’s
shares owned－[Significant concurrent position outside of the Company]
Vice President, Marketing, salesforce.com Co., Ltd.
[Reason for nomination]
We nominate her as an outside director with the expectation that reflecting her vast knowledge and corporate
management experience in systems and IT in the Company’s corporate management will contribute to a newperspective towards achieving sustainable growth and increasing our medium- and long-term corporate value of theCompany. Therefore, the Company has nominated her as a candidate for outside director.

No.

Name (Date of birth)

Daisaku Abe(June 20, 1957)[New election][Outside Director]
9Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 2007

Executive Officer, General Manager andExecutive Secretariat of Mizuho Corporate
Bank, Ltd. (now: Mizuho Bank, Ltd.)

April 2009Managing Executive Officer, Head of Strategic
Planning Group, Head of IT, Systems &Operations Group and General Manager ofGroup Strategic Planning of Mizuho Financial
Group, Inc.
Managing Director of Mizuho Financial
Group, Inc.

June 2012
April 2013

Deputy President & Executive Officer ofMizuho Financial Group, Inc.

July 2013

Deputy President & Executive Officer ofMizuho Bank, Ltd.

June 2014

Deputy President & Executive Officer ofMizuho Financial Group, Inc.

April 2019

Deputy Chairman & Executive Officer ofMizuho Financial Group, Inc. (current position)

Number of theCompany’s
shares owned[Significant concurrent positions outside of the Company]
Deputy Chairman & Executive Officer, Mizuho Financial Group, Inc.
[Reason for nomination]
In addition to his vast knowledge of financial administration, he also has vast corporate management experience
having served as deputy president & executive officer of Mizuho Financial Group and as deputy president &executive officer of Mizuho Bank. The Company believes that he will be able to contribute to the sustainablegrowth and improvement in the medium- to long term corporate value of the Company in light of his
aforementioned abundant business experience. Therefore, the Company has nominated him as a candidate foroutside director.

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No.

Name (Date of birth)

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

Joined Marubeni Corporation

September 2006

General Manager, Agri-Marine
Products Administration of Department,
Marubeni Corporation
Chief Financial Officer (CFO) and
Chief Administrative Officer (CAO) of
Marubeni America Corporation
Executive Officer, General Manager,
Finance Department of Marubeni
Corporation
Executive Officer, General Manager,
Corporate Planning & Strategy
Department of Marubeni Corporation

April 2009
April 2012
Nobuhiro Yabe
(January 22, 1960)
April 2014
[New election][Outside Director]

Number of theCompany’s
shares owned－

April 2016

10

Managing Executive Officer, CFO, of
Marubeni Corporation
June 2016
Managing Executive Officer, Memberof the Board, CFO of Marubeni
Corporation
April 2019
Senior Managing Executive Officer,
Member of the Board, CFO of
Marubeni Corporation (current position)[Significant concurrent positions outside of the Company]
Senior Managing Executive Officer, Member of the Board, CFO, Marubeni Corporation[Reason for nomination]
He has vast experience and knowledge related to overseas and finance at a general trading company and, having
served as an executive officer of Marubeni Corporation since June 2016, also has vast corporate management
experience. In light of our business alliance with the Marubeni Group, the Company believes that he will be able tocontribute to the sustainable growth and improvement in the medium- to long term corporate value of the Company
in light of his aforementioned abundant business experience and knowledge. Therefore, the Company has
nominated him as a candidate for outside director.

Note:
1. There is no special interest between the candidates for Directors and the Company.
2. Director candidates Takao Komine, Naofumi Negishi, Hirofumi Hagihira, Mari Sagiya, Daisaku Abe, and Nobuhiro Yabe, areoutside director candidates.
3. Director candidate Hirofumi Hagihira plans to retire from the position of executive director of Japan Petroleum Development
Association on June 25, 2019.
4. Director candidate Mari Sagiya plans to assume the position of outside director of Kokusai Pulp & Paper Co., Ltd. on June 27,
2019.
5. Director candidate Mari Sagiya plans to retire from the position of Vice President of salesforce.com Co., Ltd. on August 31, 2019.
6. Director candidate Mari Sagiya’s on her family registry is Mari Itaya.
7. Notes concerning outside director candidates are as indicated below.
(1) Outside Director Takao Komine's term of appointment will be 10 years as of the end of this General Meeting of
Shareholders.
(2) Takao Komine and Hirofumi Hagihira have not been involved in corporate management but, based on the abovementioned
reasons, we believe they can appropriately fulfill the duties of outside directors.
(3) Takao Komine, Naofumi Negishi, Hirofumi Hagihira, and Mari Sagiya are candidates for independent directors, thedesignation of which is required by the Tokyo Stock Exchange.
(4) Details and overview of limited liability agreements
1) We executed a limited liability agreement with Takao Komine limiting damage compensation liability defined underCompanies Act Article 423, Paragraph 1 to the maximum stipulated by law. If his reelection is approved, we plan tomaintain said agreement with the candidate.
2) If the nominations of Naofumi Negishi, Hirofumi Hagihira, Mari Sagiya, Daisaku Abe, and Nobuhiro Yabe areapproved, 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.

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Proposal 4:

Election of One (1) Auditor

The tenure of Shigeaki Katayama as Auditor will expire at the close of this General Meeting of
Shareholders. Accordingly, the Company proposes to elect one (1) Auditor.
The Audit Committee has given its consent to this proposal.
The candidate for Auditor is as follows:

Name (Date of birth)

Nobukatsu Funaki(March 30, 1959)[New election][Outside Auditor]

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

General Manager of Accounting Division of Mizuho
Corporate Bank, Ltd. (now: Mizuho Bank, Ltd.)March 2010

Corporate Auditor of Mizuho Bank, Ltd.

April 2013

Corporate Auditor of Mizuho Securities Co., Ltd.

June 2013

Corporate Auditor of Mizuho Financial Group, Inc.

June 2014

Member of the Board of Directors and member of the
Audit Committee of Mizuho Financial Group Inc.
(current position)

Number of theCompany’s
shares owned－[Reason for nomination]
In addition to his broad knowledge related to financial institutions, he also has vast audit experience as a full-time corporate
auditor, member of the Board of Directors and member of the Audit Committee for the Mizuho Bank and the Mizuho
Financial Group. In addition to applying his knowledge and experience towards our corporate audit work and helping theCompany maintain and improve the level of its corporate governance. Therefore, the Company has nominated him as a
candidate for outside Auditor.
Notes:
1. There is no special interest between Nobukatsu Funaki, candidate for outside auditor, and the Company.
2. Nobukatsu Funaki is a candidate for outside auditor.
3. Nobukatsu Funaki, a candidate for outside auditor, is scheduled to retire as a director of the Mizuho Financial Group in June 21, 2019.

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Proposal 5:

Amendment of Compensation Amount for Directors

At the 40th Regular General Meeting of Shareholders convened on June 24, 2009, a vote was passed setting Company
director compensation to no more than 500 million yen per year (of which, no more than 50 million yen per year for outside
directors).
As indicated in Proposal 3, we are proposing to increase the number of outside directors by three (3) members to further
strengthen our management structure.
As such, to ensure our ability to adapt to changes in the environments influencing our outside directors, we will make nochanges to the total amount of directors' compensation to "no more than 500 million yen per year" and only increase theamount of compensation allocated to outside directors, amending this amount from no more than 50 million yen per year tono more than 80 million yen per year.
We currently have eight (8) directors (including three (3) outside directors) but with the approval of Proposal 3 will
increase our number of directors to 11 (including six (6) outside directors).

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Proposal 6:
1.

Partial Amendment of Performance-linked Share-based Remuneration System for Directors

Reason for the proposal
The Company requests your approval of this proposal concerning partial amendment (hereinafter
the “Amendment”) of the performance-linked share-based remuneration system (Board Benefit
Trust (BBT); hereinafter the “System”) for the Company’s Directors (excluding the Chairman of
the Board of Directors and Outside Directors; hereinafter the same in this proposal unlessotherwise noted) and executive officers who do not concurrently serve as Directors (hereinafter“Executive Officers” with Directors and executive officers collectively referred to as “Directors
etc.”).
This System was adopted and is currently being implemented in accordance with a resolution
passed at the 49th Ordinary General Meeting of Shareholders convened on June 26, 2018
(hereinafter, "Original Resolution"). The purpose of the System is to further clarify the link
between remuneration for Directors etc. and the Company’s business performance, and our stock
value, in order to contribute to increasing our medium- to long-term business performance and our
corporate value.
We also aim to share the awareness of raising our stock value with shareholders.
As we indicated in the “IBJ Leasing Group Sixth Mid-Term Business Plan” released on May 22,
2019, in addition to achieving the previous mid-term business plan (the Fifth Mid-Term BusinessPlan) one year ahead of schedule, we also drafted the Sixth Mid-Term Business Plan, which spans
five (5) fiscal years beginning from FY2019. With the new Mid-Term Business Plan spanning aperiod of five (5) fiscal years, we are requesting approval to reevaluate the target period for the
System and to amend the remuneration amount.
The Company requests your approval of this proposal concerning the partial amendments to the
remuneration amount, etc. approved in the Original Resolution in order to pay the Company’s
directors share-based compensation in accordance with the System. This is separate from theamount set aside for compensation to directors for which we request approval in Proposal 5"Amendment of Compensation Amount for Directors” Details of the System after the applicationof amendments shall be left to the Board of Directors within the range outlined in 2. below.
These amendments have already been deliberated by the Nomination & Compensation
Committee, the majority of which is comprised of independent outside directors. Based on theabove, we believe the details of this proposal to be appropriate.
Furthermore, at present five (5) directors are eligible for this system but if Proposal 3 isapproved as proposed, there will be no change in the number of directors eligible for this System.

2.

Details of amendments (Amount of remuneration and reference information related to the System)
We will partially amend the previous version of the System as indicated below.
(1) Outline of the System
The System is a performance-linked share-based remuneration system by acquiring theCompany’s shares through the trust (hereinafter the “Trust” to be established based on the
System) using the funds that the Company contributes and providing remuneration for
Directors etc., through the Trust, in accordance with the share delivery regulations for officers.
The remuneration is the Company’s shares and monies equivalent to the amount obtained byconverting the Company’s shares at the market prices (hereinafter called the “Company’s
Shares, etc.”). As a general rule, the Company’s Shares, etc. are provided for Directors, etc.
after the end of each Mid-term Management Plan of the Company or for a certain period after
retirement from office.
(2) Beneficiaries of the System
Directors (excluding the Chairman of the Board of Directors and outside Directors) and
executive officers who do not concurrently serve as Director(3) Trust period- 15 -

The period of trust is from March 15, 2019 through the termination of the Trust. (Thetermination of the Trust shall not be specified. The Trust is deemed to continue as long as the
System is not terminated. The System shall be terminated when Company’s shares are delisted
or when the share delivery regulations for officers are abolished.)(4) Trust amount (Amount of remuneration)
At the start of the trust period indicated in (3) above, the Company contributed ¥400 million(of which, ¥160 million yen is for Directors) as capital funds for acquiring the Company’s
shares through the Trust. This amount is within the scope approved at the 49th Ordinary
General Meeting of Shareholders. The said Company’s shares shall be allocated to Directors
during the two (2) business years from fiscal year ended March 31, 2019 to fiscal year ending
March 31, 2020 (hereinafter, referred to the "Initial Period (pre-amendment)").
Provided this proposal is approved, the Initial Period (before amendment) will be changed tothe one (1) business year ended on March 31, 2019 (hereinafter, "Initial Period (postamendment)”). The applicable period immediately following this amendment shall be the five(5) business years beginning from the fiscal year ending on March 31, 2020 to the fiscal year
ending on March 31, 2024, and shall be the period determined by the Board of Directors up to
the five (5) business years (to be matched to the term of each Mid-Term Business Plan of theCompany, to be collectively referred to as the "Applicable Periods (post-amendment)”).
Until the termination of the System, the Company shall make additional contributions to theTrust up to the amount derived by multiplying the number of years of the Applicable Periods(post-amendment) by ¥350 million (of which, ¥140 million is for Directors) for respective
Applicable Periods (post-amendment) .
However, in the case of such additional contribution, if there are any Company’s shares(excluding those shares equivalent to the points granted to Directors etc. until the preceding theInitial Period (post-amendment) or the Applicable Period (post-amendment), but which have
not yet been delivered) and/or money (hereinafter, "Remaining Shares, etc.") remaining in thetrust assets, the amount of Remaining Shares, etc. (based on the book value for the Company’s
shares on the final day of immediately preceding the Initial Period (post-amendment) or
Applicable Period (post-amendment) ) shall be subtracted from the abovementioned maximum
additional contribution amount.
As such, for the applicable period immediately following the Amendment (the five (5)business years from the fiscal year ending on March 31, 2020 to the fiscal year ending on
March 31, 2024), of a possible 1,750 million yen (of which 700 million yen is for Directors),
the Company shall provide additional trust funding up to the amount of Residual Stock, etc.
recorded immediately prior to the start of the period of eligibility immediately following thisamendment.
When the Company decides to additionally contribute to the fund, the Company will
disclose it adequately on a timely basis. A vote by the Board of Directors shall be required in
the event the Company seeks to change the maximum amount of required funds other thanfunds for directors during the Applicable Period (post-amendment) for the Company tocontribute to the Trust (the same shall apply to changes to the maximum number of points
excluding points for directors indicated in (6) below).
(5) Acquisition method of the Company’s shares and number of shares to be acquired
The acquisition of the Company’s shares by the Trust is intended to be made with the fundcontributed as described in (4) above in the exchange market or by means of assuming treasury
shares to be disposed of. In the Initial Period (before amendment) after the establishment of theTrust and without delay, 146,500 shares have been acquired through the exchange market.
The acquisition of the Company’s shares by the Trust during Applicable Period immediately
following this Amendment (the five (5) business years beginning from the fiscal year endingon March 31, 2020 to the fiscal year ending on March 31, 2024) shall be conducted without
delay after additional contribution via exchange market or by means of assuming theCompany’s treasury shares to be disposed of maximum number of shares to be acquired shallbe up to 1,050,000 shares, totaling of the Company’s shares remaining in the trust assets(excluding those shares equivalent to the points granted to Directors etc. during the Initial- 16 -

Period (post-amendment, but which have not yet been delivered). The details of the acquisitionof the Company’s shares by the Trust shall be disclosed adequately on a timely basis.
(6) The calculation method of the number of the Company’s Shares, etc. to be granted to
Directors etc.
Directors etc. are granted a certain number of points as determined in consideration of theirposition and rank, and the level of achievements in terms of performance for each business year
according to the share delivery regulations for officers. The maximum number of points granted
in total to Directors, etc. per business year shall be 210,000 points (of which 84,000 points willbe the Directors’ portion). This has been decided by comprehensively taking into account thecurrent level of officers’ remuneration provided, the trend in the number of Directors etc., theoutlook going forward, and other factors, and the Company believes it to be adequate.
The points granted to Directors etc. are converted to the Company’s shares in granting theCompany’s Shares, etc., as prescribed in the provision (7) below: one point shall be converted
to one common share. (However, in case a stock split, allotment of share without contribution,or reverse stock split takes place after this proposal is approved, limit of points, points granted,
or the conversion rate shall be adjusted rationally in proportion to such an event).
The points for Directors etc. as the base of compensation for the Company’s Shares,
etc. described in (7) below shall be the accumulated points granted to Directors etc. foreach Applicable Period (after amendment) as a general rule (hereinafter called the“Final Points” for the points calculated in this way).
(7) Grant of the Company’s Shares, etc.
The Directors etc. who have satisfied the beneficiary requirements shall receive payment fromthe Trust after the end of each Mid-term Management Plan period of the Company or in acertain period after retirement from office for the number of shares in the Company inaccordance with the Final Points described in (6) above, as a general rule, by completion of theprescribed procedures for the beneficiary. However, if Directors, etc. satisfy the requirements
prescribed in the share delivery regulations for officers, with regard to the certain proportion ofpoints, monies equivalent to the amount of Company’s shares at the market price are granted inlieu of granting Company’s shares. For this case, Company’s shares may be sold by the Trustfor granting monies.
(8) Execution of voting rights
The voting rights of the Company’s shares within the account of the Trust shall not be executedin accordance with the instructions of the trust administrator without exception. This rule isintended to maintain neutrality in the Company’s business management in terms of execution of
voting rights of Company’s shares within the account of the Trust.
(9) Handling of dividends
The dividends of Company’s shares within the account of the Trust are distributed to the Trustand used for the acquisition of the Company’s shares or share compensation to trustees
pertaining to the Trust. In case the Trust is to be terminated, dividends remaining in the Trustshall be distributed to incumbent Directors etc. in proportion to the respective number of points
they hold.
(10) Termination of the Trust
The Trust shall be terminated when the Company’s shares are delisted, when the share delivery
regulations for officers are abolished, or for other reasons.
The Company’s shares in the remaining assets of the Trust as of the termination of the Trust
will be wholly transferred to the Company without compensation, and canceled by a resolutionof the Board of Directors. As for the cash portion of the remaining assets of the Trust at thetime of termination, the amount remaining after deducting the money to be paid to Directors
etc. according to (9) above shall be transferred to the Company.

- 17 -

<Reference: Structure of the System>(i) Formulation of share delivery
regulations for officers[Entrustor](iv) Grant of points

IBJ Leasing Company(The Company)(ii) Monetary trust(iii) Acquisitionof shares(v) Non-execution of
voting rights

Directors, etc.

Acquisition of
beneficiaryrightsTrust administrator

Direction of
non-execution of
voting rights[Trustee][Beneficiaries]

Mizuho Trust & Banking Co., Ltd.
(Re-trust trustee: Trust & Custody
Services Bank, Ltd.)
Company’s
SharesDirectors etc. who have satisfied
beneficiary requirements(vi) Grant of Company’s
Shares, etc.

(i)

The Company has established the share delivery regulations for officers within the scope of theframework of the System approved at the 49th Ordinary General Meeting of Shareholders.

(ii)

The Company entrusts money within the scope approved at the 49th Ordinary General Meeting of
Shareholders and will commit additional funds within the scope approved incidental to this proposal.

(iii)

The Trust shall use the additional funds contributed in accordance with (ii) as funds for the acquisitionof the Company’s shares via exchange markets or by means of assuming treasury shares to bedisposed of.

(iv)

The Company grants points to Directors etc. based on the share delivery regulations for officers.

(v)

In conformity to the instructions of the independent trust administrator, the voting rights of theCompany’s shares within the account of the Trust shall not be executed by the Trust.

(vi)

The Directors etc. who have satisfied beneficiary requirements in accordance with the sharedelivery regulations for officers (hereinafter called the “Beneficiaries”) are granted the Company’s
shares equivalent to their points by the Trust. However, if Directors etc. satisfy the requirements
prescribed in the share delivery regulations for officers with regard to the certain proportion ofpoints, monies equivalent to the amount of the Company’s shares at market price are granted.

—End—- 18 -