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 5, 2018
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 49TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 49th 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 25, 2018 (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 25, 2018
(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 26, 2018 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 49th Term (from April 1, 2017 to March 31, 2018).
Items to be resolved:

4.

Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of Two (2) Directors

Proposal 3:

Election of One (1) Auditor

Proposal 4:

Introduction of Performance-linked Share-based Remuneration System for
Directors

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 49th 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¥38 per share of common stock of the Company
Total amount of dividends: ¥1,620,639,846
Since the Company paid an interim dividend of ¥32 per share, the annual dividend will come to¥70 per share, an increase of ¥6 compared to the previous fiscal year.
(3) Effective date of distribution of dividends of surplus
June 27, 20182.

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:

Election of Two (2) Directors

The directorships of Messrs. Hiroshi Motoyama and Akira Ueda will expire upon the close of this General
Meeting of Shareholders.
Accordingly, the Company proposes to elect two (2) directors.
The candidates for directors are as follows:
No.

Name (Date of birth)

Hiroshi Motoyama(June 15, 1954)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
December 2002

General Manager, Corporate Banking Division
No. 9 of Mizuho Corporate Bank, Ltd.

April 2004

Executive Officer and General Manager, IT &Systems Division of Mizuho Corporate Bank,
Ltd.

April 2007

Managing Executive Officer, Head of Strategic
Planning Group and Head of IT & Systems andOperations Group of Mizuho Financial Group,
Inc.

June 2007

Executive Managing Director, Head of
Strategic Planning Group and Head of IT &Systems and Operations Group of Mizuho
Financial Group, Inc.

[Reelection]
April 2009

Member of the Board of Directors of Mizuho
Financial Group, Inc. (until June 2009),
Deputy President (Representative Director),and Internal Audit Supervising Officer ofMizuho Corporate Bank, Ltd.

June 2011

President & CEO (Representative Director) of
Mizuho Securities Co., Ltd.

June 2016

President and CEO of the Company (present
position)

1

Number of theCompany’s
shares owned

700[Reason for nomination]
Mr. Hiroshi Motoyama has abundant experience in corporate management as Deputy President (Representative
Director) of Mizuho Corporate Bank, Ltd. (now: Mizuho Bank, Ltd.) and President & CEO (Representative
Director) of Mizuho Securities Co., Ltd. in addition to a deep knowledge of the finance business in general. He has
also had plenty of experience as a member responsible for the management of the Company, such as overseeing
our 4th and 5th Mid-term Management Plans as President and CEO of the Company since June 2016. The
Company believes that he will make use of these insights and experiences to be able to continue contributing to thesustainable growth and improvement in the medium- to long-term corporate value of the Company. Therefore, theCompany has nominated him as candidate for director.

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No.

2

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1980

Joined the Company

May 2001

Deputy General Manager of Business Coordination Department of the Company

December 2001

General Manager of Corporate Business
Department (Tokyo Regional No.2) of theCompany

March 2005

General Manager of Personnel Department of
the Company

Akira Ueda
(September 15, 1957)

April 2006

Executive Officer, General Manager of
Personnel Department of the Company[Reelection]

April 2012Managing Executive Officer, General Manager
of Personnel Department of the Company

April 2016

Managing Executive Officer of the Company

June 2016

Managing Director of the Company(present position)

Number of theCompany’s
shares owned

5,500

Areas of responsibility:
Personnel, General Administration,
Construction Equipment Departments, andHiroshima Branch[Reason for nomination]
Mr. Akira Ueda served as General Manager of the Personnel Department from March 2005 to March 2016 after
being appointed as General Manager of the Corporate Business Department (Tokyo Regional No. 2) of theCompany in December 2001. He was then appointed Managing Director of the Company in June 2016. He has
extensive business experience as an officer in charge of personnel, administration and sales. The Company believes
that he will be able to continue contributing to the sustainable growth and improvement in the medium- to longterm corporate value of the Company in light of his aforementioned abundant business experience in the Company.
Therefore, the Company has nominated him as candidate for director.
Note:
1. There is no special interest between the candidates for Directors and the Company.

-5-Proposal 3:

Election of One (1) Auditor

The tenure of Mr. Kouji Shimogama 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:
No.

Name (Date of birth)

Akira Noguchi(May 18, 1955)

1[New election][Outside Auditor][Independent officer]

Career summary and position(Significant concurrent positions outside the Company)
April 2006

Executive Vice President in charge ofDiscretionary and Advisory Services Divisionof DLIBJ Asset Management Co., Ltd. (now:Asset Management One Co., Ltd.)

April 2011

CIO, Senior Executive Vice President of
DIAM Co., Ltd. (now: Asset Management One
Co., Ltd.)

October 2016

Director, Managing Executive Officer, Head of
Institutional Marketing Div. of AssetManagement One Co., Ltd.

April 2018

Director of Trust & Custody Services Bank,
Ltd. (present position)

Number of theCompany’s
shares owned[Significant concurrent positions outside the Company]
Director, Trust & Custody Services Bank, Ltd.
[Reason for nomination]
Mr. Akira Noguchi has abundant experience and broad insight in financial institutions. The Company believes that
Mr. Noguchi will use these qualities to benefit the Company’s audit operations and to help the Company maintainand improve the level of its corporate governance; therefore, the Company has nominated him as a candidate foroutside Auditor.
Notes:
1. There is no special interest between Mr. Akira Noguchi, candidate for Auditor, and the Company.
2. Mr. Akira Noguchi is a candidate for outside Auditor.
3. Mr. Akira Noguchi, candidate for outside Auditor, is scheduled to be appointed Deputy President of Trust & Custody
Services Bank, Ltd. in June 2018.
4. The special notes on candidate for outside Auditor are as follows:(1) The Company has designated Mr. Akira Noguchi as independent officer candidate as set forth by the Tokyo Stock
Exchange.
(2) If Mr. Akira Noguchi’s nomination is approved, the Company will enter into an agreement with him limiting his
liability under Article 423, Paragraph 1 of the Companies Act to the amount stipulated in laws and regulations.

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Proposal 4:
1.

Introduction of Performance-linked Share-based Remuneration System for Directors

Reason for the proposal
The Company requests your approval of this proposal concerning introduction of a new
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 andoutside Directors; hereinafter the same in this proposal unless otherwise noted) and executive
officers who do not concurrently serve as Director (hereinafter “Executive Officers” with Directors
and executive officers collectively referred to as “Directors etc.”).
The purpose of this proposal is to further clarify the linkage of the remuneration for Directors etc.,
the Company’s business performance and the stock value, contribute to the improvement of theCompany’s business performance in the medium and long term and to boost corporate value. In
addition, we aim to share awareness of raising our stock value with our shareholders.
The Company requests your approval of this proposal concerning the amount of remuneration for
payment of the new share-based remuneration to Directors of the Company separate to the
remuneration of Directors approved at the 40th Ordinary General Meeting of Shareholders held on
June 24, 2009 (within ¥500 million per year (of which ¥50 million or less per year is the outside
Directors’ portion)). In addition, we propose that the details of the System be left to the Board of
Directors within the framework of 2. below.
Moreover, although 26 Directors etc. (of these, six are Directors) will be eligible for the System atthe present time, if the Proposal 2 is approved as proposed, there will be no change to the number
of Directors etc. eligible for the System.

2.

Amount of remuneration and reference information for the System(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
The period of trust is from November 2018 (planned) 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)
Subject to approval of this proposal, the Company will introduce the System for the twobusiness years from the fiscal year ending March 31, 2019 to the fiscal year ending March 31,
2020 (hereinafter called the “Initial Period.” The Initial Period and each three consecutive
business years following the Initial Period shall respectively be referred to as “Applicable
Periods”), as well as the respective Applicable Periods that follow, and contribute the cash
amount as defined below to the Trust as the fund for the Trust to acquire Company’s shares forthe purpose of providing the Company’s Shares, etc. to Directors etc.

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As a first step, the Company will contribute funds of up to ¥400 million (of which ¥160 million
will be the Directors’ portion) as the necessary funds for the Initial Period upon the start of thetrust period in (3) above.
Furthermore, after the expiration of the Initial Period, as a general rule, the Company will makeadditional contributions to the Trust, of up to ¥1,050 million (of which ¥420 million will be the
Directors’ portion) for the respective Applicable Periods until the termination of the System.
However, in the case of such additional contributions, if there are any Company’s sharesremaining in the trust asset (excluding those shares equivalent to the points granted to Directors
etc. until preceding Applicable Periods, but which have not yet been delivered) and/or money(hereinafter called the "Remaining Shares, etc."), the total amount of such Remaining Shares,
etc. (based on the book value of the Company’s shares on the final day of the previous
Applicable Period) and the trust money additionally contributed by the Company is to be within
the limit of ¥1,050 million (of which ¥420 million will be the Directors’ portion) or less.
When the Company decides to additionally contribute to the fund, the Company will disclose it
adequately on a timely basis.
(5) Acquisition method of Company’s shares and number of shares to be acquired
The acquisition of 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 after the establishment of the Trust and without delay, up to 240,000 sharesshall be acquired. The details of the acquisition of 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 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 theconversion 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. for eachApplicable Period 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-8-

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.

-9-<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.

Trust administrator

Acquisition of
beneficiaryrightsDirection of
non-execution of
voting rights[Trustee]Mizuho Trust & Banking Co., Ltd.
(Re-trust trustee: Trust & Custody
Services Bank, Ltd.)
Company’s
shares[Beneficiaries](vi) Grant of Company’s
Shares, etc.

Directors etc. who have satisfied
beneficiary requirements(i)

The Company formulates the share delivery regulations for officers within the scope of approval ofthis proposal.

(ii)

The Company entrusts the money within the scope of the approval of this proposal.

(iii)

The money entrusted as mentioned in (ii) is used by the Trust for acquisition of Company’s sharesthrough the transaction market or by way of taking up the disposition of the Company’s treasury
shares.

(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.

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