[NOTICE: This Notice of Convocation is a translation of the Japanese language original for
convenience purposes only, and in the event of any discrepancy, the Japanese language original shallprevail.]Securities code: 8593
June 7, 2023
(Commencement date of electronic provision measures: May 26, 2023)
NOTICE OF CONVOCATION OF
THE 52nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 52nd Annual General Meeting of Shareholders (the “Meeting”)
of Mitsubishi HC Capital Inc. (the “Company”) will be held as described below.
If you will not attend the Meeting in person, you may exercise your voting rights via the Internet
or in writing. Please review the attached “Reference Materials Concerning the General Meeting of
Shareholders.”
Yours very truly,
Mitsubishi HC Capital Inc.
Taiju Hisai
Representative Director, President & CEO
5-1, Marunouchi 1-chome,
Chiyoda-ku, TokyoPARTICULARS
1. Date and Time of the Meeting:

Tuesday, June 27, 2023, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)

2. Place of the Meeting:
3. Matters to be dealt with at the Meeting:Tsuru (West), The Main Bldg. Banquet Floor, Hotel New
Otani
at 4-1 Kioi-cho, Chiyoda-ku, Tokyo

Matters for Reporting:（1）The Details of Business Report for the 52nd Fiscal Year (from April 1, 2022 to March
31, 2023) and the Consolidated Financial Statements, and Results of the Audit of
the Consolidated Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee.
（2）The Details of the Financial Statements for the 52nd Fiscal Year (from April 1, 2022
to March 31, 2023).
Matters for Resolution:
First Item of BusinessElection of 8 (Eight) Directors (Excluding Directors
who are Audit and Supervisory Committee Members)

Second Item of Business

Determination of the Amount and Other Details of theCompensation Based on the Performance-Based Stock

1

Compensation Plan for Directors, etc. (Excluding Nonexecutive Directors and Non-residents in Japan)
Excluding Directors who are Audit and Supervisory
Committee Members
4. Matters concerning the electronic provision measures:
When convening this general meeting of shareholders, the Company has taken measures forelectronic provision and has posted matters subject to the electronic provision measures on the following
websites on the Internet.
The Company’s website:(https://www.mitsubishi-hc-capital.com/english/investors/meeting/index.html)
Tokyo Stock Exchange website:(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
To view the information, please access the website shown above, input the Company name or
securities code (8593), and click “Search,” and then click “Basic information” and “Documents for
public inspection/PR information” in this order.
The Nagoya Stock Exchange website:(https://www.nse.or.jp/listing/search/; available only in Japanese)
To view the information, please access the website shown above, input the Company name or
securities code (8593), and click “Search,” and then select “Timely disclosure information” andselect “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting” field.
“Online convocation (Net de Shoshu)”:(https://s.srdb.jp/8593/, available only in Japanese)- End ◎

This notice of convocation of the Meeting delivered to the shareholders does not include thefollowing matters in the Business Report, the Consolidated Financial Statements, and the
Financial Statements that are subject to audit by the Audit and Supervisory Committee and the
Accounting Auditor in preparing the Audit Reports. Please refer to “Other matters subject to theelectronic provision measures (matters omitted from documents delivered to shareholders)”
posted on each website shown above for the following matters.
(1) Part of the matters concerning the status of the Group (Changes in assets and income(loss), Principal business, Locations, Status of employees, Main lenders, Other importantmatters concerning the status of the Group), (2) Matters concerning the Company’s shares,(3) Matters concerning share acquisition rights, (4) Part of the matters concerning theCompany’s officers (Overview of limited liability agreements, Matters concerning directors
and officers liability insurance agreement, Matters concerning Outside Director), (5) Statusof the accounting auditor, (6) System for ensuring appropriate business operation andoverview of its operating status, (7) Consolidated statement of changes in equity, (8) Notes
on consolidated financial statements, (9) Non-consolidated statement of changes in equity,and (10) Notes on non-consolidated financial statements◎

If any amendments are made to matters subject to the electronic provision measures, such
amendments will be posted on the respective websites where the matters are posted.

2

Guidance on Exercising Voting Rights
If attending the Meeting in person
Please submit the enclosed voting rights exercise form to the receptionist at the
Meeting.
If you are not attending the Meeting in person, you can designate one shareholder
holding voting rights as your proxy to attend the Meeting. In such case, however, adocument evidencing his/her appointment as proxy is required.
Date and time of the Meeting ►►► Tuesday, June 27, 2023, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)
If refraining from attending the Meeting▌Exercise of voting rights in writing (voting rights exercise form)
Please indicate your votes for or against the items of business on the enclosed voting
rights exercise form and send the completed form to the Company by return mail.
Please note that if there is no indication of your vote for or against an item of business,
we will deem that you have voted for that item of business.
Deadline ►►► Monday, June 26, 2023, reach the Company no later than
5:10 p.m.
▌Exercise of voting rights via the Internet
Please access the voting rights exercise website (https://evote.tr.mufg.jp/) via theInternet, and exercise your voting rights.
Please note that the website is available in Japanese only.
Deadline ►►► Monday, June 26, 2023, no later than 5:10 p.m.
For details, please review the “Instructions for Exercising Voting Rights via theInternet” shown on page 4.
If any voting rights are exercised both via the Internet and by voting rights exercise form, theone exercised via the Internet will be deemed valid. In cases where any voting rights are
exercised more than once via the Internet, the last voting rights exercised will be deemed valid.
Electronic Voting
Rights Exercise
Platform

Nominee shareholders (including standing proxies) such as trust and custody
service banks can use the electronic voting rights exercise platform operated by
ICJ, Inc., if they have made prior applications to use the platform.

3

<Instructions for Exercising Voting Rights via the Internet>
Please use your “login ID” and “temporary password” provided on the voting rights exercise form tolog on to the voting rights exercise website (https://evote.tr.mufg.jp/), and state your approval ordisapproval by following the instructions on the screen. Please note that the website is available inJapanese only.
Corporate Agency Division
For inquiries regarding the system, etc. Mitsubishi UFJ Trust and Banking Corporation(Helpdesk)
0120-173-027 (toll-free within Japan)
from 9:00 a.m. to 9:00 p.m.

About Live Streaming for the Meeting and Prior Questions
The General Meeting of Shareholders will be broadcasted live to shareholders via Internet so that you cansee it from anywhere.
In addition, in order to receive a number of opinions by shareholders, we are accepting prior questions
regarding the objectives of this meeting via the Internet.
Please note that only Japanese is available for these.
For details, refer to the Notice of Convocation in Japanese.

4

[TRANSLATION]
REFERENCE MATERIALS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERS
Items of Business and Reference Matters(Reference) Composition of Directors Subject to Approval of the First Item of Business
The candidates for the first item of business are as follows.
NumberCandidate’s Name

Current Position andResponsibility at theCompany

Director, Chairman

1

Reappointment

Mr. Takahiro
Yanai

2

Reappointment

Mr. Taiju Hisai

3

Reappointment

Mr. Kanji
Nishiura

4

Reappointment

Mr. Kazumi
Anei

5

Reappointment

Mr. Haruhiko
Sato

Reappointment

Mr. Hiroyasu
Nakata6

Representative
Director, President& CEO
Representative
Director, Deputy
President
overall operation
Director, Deputy
President
Customer Solutions
Unit
Director, Managing
Executive Officer
Head of Corporate& Strategic
Planning Division
Head of CFO (Chief
Financial Officer)

Reappointment

Ms. Yuri Sasaki

ManageFinance Treasury
ment

●

●

●

●

Independent
Director
Independent
Director●

Global

●
●

●

●

●

●

Director

Director

Law●

Outside Director

Outside Director

7

Areas of Expertise (Note)●

Mr. Takuya
Outside Director Director●●
Kuga(Reference) The terms of office of 4 (four) Directors who are Audit and Supervisory Committee members will expire at theclose of the Annual General Meeting of Shareholders of the Company to be held in June 2024 pursuant to theprovisions of Article 332 of the Companies Act and Article 22 of the Company’s Articles of Incorporation.
Therefore, re-election will not take place at this Meeting.
8

Reappointment

5

Number

Candidate’s Name

1

Mr. Akira Hamamoto

2

Mr. Koichiro Hiraiwa

3

Ms. Hiroko Kaneko

4

Mr. Masayuki Saito

Current Position andResponsibility at theCompany

Director(Chair of the Audit
and Supervisory
Committee)
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director

Director

Areas of Expertise (Note)
ManageFinance Treasury
ment

●

●

●

●

Outside Director
Independent Director

●

●

●

Candidate for Outside Director
Candidate to be registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director(Note) The areas of expertise are as follows. Management: Overall management; Finance: Finance; Treasury: Financial
accounting; Law: Legal affairs, compliance, and risk management; Global: Global business

6

Global●Director

Director

Law●

First Item of BusinessElection of 8 (Eight) Directors (Excluding Directors who are
Audit and Supervisory Committee Members)

The terms of office of all 8 (eight) Directors (excluding Directors who are Audit andSupervisory Committee members) will expire at the close of this Meeting. Accordingly, you
are hereby requested to newly elect 8 (eight) Directors.
NumberCandidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1982
May 2012

Reappointment
Takahiro Yanai(May 4, 1958)

June 2015

May 2016
1

June 2017

April 2021

April 2023

Joined The Mitsubishi Bank, Ltd.
(currently MUFG Bank, Ltd.)Managing Executive Officer, of The Bankof Tokyo-Mitsubishi UFJ, Ltd. (BTMU)In charge of CIB (Corporate Investment
Banking) and Secondarily in charge ofMarket Sales Division of BTMUManaging Officer, Deputy Group Head,
Integrated Trust Assets Business Group,
Deputy Group Head, Integrated Corporate
Banking Business Group, and Head of the
Corporate & Investment Banking Planning
Division of Mitsubishi UFJ Financial
Group, Inc. (MUFG)
Managing Director, Chief Executive,
Retail Banking Business Unit of BTMUManaging Executive Officer, Group Head,
Integrated Retail Banking Business Groupof MUFG
Senior Managing Executive Officer,
Group Head, Transaction Banking Groupof BTMU
President & CEO of Mitsubishi UFJ Lease& Finance Company Limited (MUL)(currently the Company)
Concurrently served as Executive Officer
of MUL
Representative Director, President & CEOof the Company
Concurrently served as Executive Officerof the Company
Director, Chairman of the Company(incumbent)

Number ofCompany’s
SharesOwned

21,600Reasons for proposing the candidate as Director
Since 2017, Mr. Takahiro Yanai had served as the President & CEO of Mitsubishi UFJ Lease & Finance
Company Limited based on a wealth of management experience at major Japanese financial institutions.
He has a wealth of management experience as the chief of business execution, leading the managementof the Company as it expands globally. By using deep knowledge based on his experience, he has beenin charge of supervision of management as a non-Executive Director, Chairman since April 2023. We
have deemed him to be the best candidate to aim for further improvement of the soundness of the
management of the Company and enhancement of corporate value over the medium to long term. We are
therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2022): 14 out of 14 times (100%)

7

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1985
July 2012

June 2014

September 2014
Reappointment
Taiju Hisai(April 27, 1962)
May 2016
April 20182
April 2019
June 2021
June 2022
April 2023

Joined The Mitsubishi Bank, Ltd.
(currently MUFG Bank, Ltd.)
General Manager, Corporate Banking
Division for Europe, Middle East andAfrica, Headquarters for Europe, Middle
East and Africa of The Bank of TokyoMitsubishi UFJ, Ltd. (BTMU)
Concurrently assigned to BTMU (Europe)
Limited
Executive Officer and General Manager,
Corporate Banking Division for Europe,
Middle East and Africa, Headquarters for
Europe, Middle East and Africa of BTMU
Concurrently assigned to BTMU (Europe)
Limited
Executive Officer, Regional Executive for
India
Concurrently served as Deputy General
Manager, Corporate Banking Division for
Asia and Oceania, Headquarters for Asiaand Oceania of BTMUManaging Executive Officer, in charge of
Credit of BTMUManaging Executive Officer and Group
Head, Corporate Banking Group No. 1 of
MUFG Bank, Ltd. (MUFG Bank)
Senior Managing Executive Officer andGroup Head, Corporate Banking GroupNo. 1 of MUFG Bank
Deputy President of the Company
Concurrently served as Executive Officerof the Company
Director, Deputy President of the Company
Concurrently served as Executive Officerof the Company
Representative Director, President & CEOof the Company (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)

Number ofCompany’s
Shares
Owned

3,700

Reasons for proposing the candidate as Director
Since 2021, Mr. Taiju Hisai had served as the Deputy President and an Executive Officer of theCompany and has led the overall business of the Company based on a wealth of management experienceat a major Japanese financial institution. He has served as the Representative Director, President & CEO
and an Executive Officer acting as the chief of business execution since April 2023. He has sufficientexperience and knowledge to assume business management of the Company as it expands globally. We
have deemed him to be the best candidate to take command of business as the Representative Director,
President & CEO and an Executive Officer and to aim for the Company’s sustainable growth andimprovement of corporate value over the medium to long term. We are therefore reappointing him as a
candidate for Director.
Attendance at Board of Directors meetings (FY2022): 11 out of 11 times (100%)

8

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1980
June 1986

3

Reappointment
Kanji Nishiura(February 11, 1958)

Joined Mitsubishi Corporation
Resident in Saudi Arabia (al-Khobar)(until September 1989)
July 1993
Mitsubishi Corporation (UK) Plc (based in
London) (until August 1999)
January 2003
Seconded to Metal One Corporation
April 2009
General Manager, Metals Group CEO
Office of Mitsubishi Corporation
April 2010
Senior Vice President and General
Manager, Metals Group CEO Office of
Mitsubishi Corporation
April 2011
Senior Vice President and Division COO,
Non-Ferrous Metals Division of
Mitsubishi Corporation
April 2013
Senior Vice President, Division COO,
Mineral Resources Investment Division,and General Manager, MDP Departmentof Mitsubishi Corporation
April 2015
Executive Vice President and Group COO,
Metals Group of Mitsubishi Corporation
April 2016
Executive Vice President and Group CEO,
Metals Group of Mitsubishi Corporation
April 2018
Executive Vice President, Corporate
Functional Officer, Global Strategy &Coordination, Global Research,
International Economic Cooperation,
Logistics Management, (Concurrently)
Regional CEO, Asia & Oceania of
Mitsubishi Corporation
June 2018
Representative Director, Executive Vice
President, Corporate Functional Officer,
Global Strategy & Coordination, Global
Research, International Economic
Cooperation, Logistics Management,(Concurrently) Regional CEO, Asia &Oceania of Mitsubishi Corporation
April 2019
Representative Director, Executive Vice
President, Corporate Functional Officer,
Global Strategy of Mitsubishi Corporation
April 2020
Member of the Board of Mitsubishi
Corporation
June 2020
Corporate Advisor of Mitsubishi
Corporation
April 2021
Representative Director, Deputy Presidentof the Company (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)(Important Status in Other Companies)
Outside Director, Sumitomo Metal Mining Co., Ltd.
(Scheduled to assume the position effective June 23, 2023)

9

Number ofCompany’s
Shares
Owned

4,000

Reasons for proposing the candidate as Director
Since 2021, Mr. Kanji Nishiura has served as the Representative Director, Deputy President andExecutive Officer of the Company. With his wealth of management experience at a major Japanesegeneral trading company, he has managed the overall operations to assist the President.
He has sufficient experience and knowledge to assume business management of the Company as it
expands globally. We expect him to contribute to the Company’s sustainable growth and improvementof corporate value over the medium to long term as an Executive Director, and are therefore reappointing
him as a candidate for Director.
Attendance at Board of Directors meetings (FY2022): 14 out of 14 times (100%)

10

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1985
April 2003

April 2005
April 2010
April 2011
October 2011
April 2014

April 2015
April 2016

4

Reappointment
Kazumi Anei
April 2017
(September 18, 1960)
April 2018

April 2019

April 2020

April 2021
May 2021

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

11

Number ofCompany’s
SharesOwned

51,300Reasons for proposing the candidate as Director
Mr. Kazumi Anei had served as an Executive Officer and the Chief Marketing Officer of Hitachi Capital
Corporation since 2016 and 2020, respectively, and since 2021, he has led the overall business of theCompany as the Director, Deputy President, and an Executive Officer of the Company. He has sufficientexperience and knowledge to assume business management of the Company as it expands globally. We
expect him to contribute to the Company’s sustainable growth and improvement of corporate value overthe medium to long term as an Executive Director, and are therefore reappointing him as a candidate for
Director.
Attendance at Board of Directors meetings (FY2022): 14 out of 14 times (100%)

12

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1989
November 2002
January 2007
April 2009

Reappointment
Haruhiko Sato
(June 19, 1965)

5

March 2014
April 2019
April 2021

Joined Mitsubishi Corporation
Mitsubishi International GmbH
Moscow Office of Mitsubishi Corporation
Treasurer Office of Mitsubishi
Corporation
Senior Vice President, Corporate Staff
Section and CFO of Mitsubishi
Corporation (Americas)
General Manager, Power Solution
Administration Department of Mitsubishi
Corporation
Director, Managing Executive Officer of
the Company (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)

Number ofCompany’s
SharesOwned

0

Reasons for proposing the candidate as Director
Mr. Haruhiko Sato currently assumes the positions of the Head of Corporate & Strategic Planning
Division and Head of Treasury & Accounting Division, serving as the Director, Managing Executive
Officer of the Company. He has a wealth of experience at a major Japanese general trading company, as
well as experience and knowledge in the corporate division, which he has cultivated while engaged in
the business management of the Company as it expands globally. We expect him to utilize thisbackground and contribute to the Company’s sustainable growth and improvement of corporate value
over the medium to long term as an Executive Director. We are therefore reappointing him as a candidate
for Director.
Attendance at Board of Directors meetings (FY2022): 14 out of 14 times (100%)13

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1977

Reappointment
Outside Director
Independent Director
Hiroyasu Nakata(August 29, 1951)

6

Completed the legal apprentice course at
the Legal Training and Research Instituteof the Supreme Court of Japan
Admitted to the bar (Daini Tokyo Bar
Association) (until March 1990)
April 1990
Associate Professor at Faculty of Law andEconomics, Chiba University
June 1993
Professor at Faculty of Law andEconomics, Chiba University
April 1995
Professor at Faculty of Law, Hitotsubashi
University
April 1999
Professor of Graduate School of Law,
Hitotsubashi University
April 2003
Trustee of Hitotsubashi University
April 2008
Professor at The University of Tokyo
Graduate Schools for Law and Politics and
The University of Tokyo Faculty of Law
April 2015
Emeritus Professor of Hitotsubashi
University
April 2017
Professor at Waseda Law School
June 2017
Emeritus Professor of The University ofTokyo
June 2018
Audit & Supervisory Board Member of
Mitsubishi UFJ Lease & Finance
Company Limited (currently theCompany)
April 2021
Director of the Company (incumbent)(Important Status in Other Companies)–

Number ofCompany’s
Shares
Owned

1,300

Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Hiroyasu Nakata has deep knowledge as a legal expert. He had contributed to appropriate decision
making and supervision of overall management by the Board of Directors as an independent Outside
Director. We are therefore reappointing him as a candidate for Director. We expect him to use hisknowledge to contribute to appropriate decision making and supervision of overall management by the
Board of Directors as an independent Outside Director from an objective perspective independent ofexecutive management responsible for executing business and to contribute to the improvement of thesoundness, transparency, and fairness of the management of the Company as a member of theGovernance Committee, Nomination Committee and Compensation Committee.
Attendance at Board of Directors meetings (FY2022): 14 out of 14 times (100%)Term of office as an Outside Director: 2 years and 3 months

14

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1995

7

Assistant at Hitotsubashi University(Faculty of Commerce and Management)
April 1998
Assistant Professor of Faculty ofCommerce, Takachiho University ofCommerce (current Takachiho University)
April 2001
Assistant Professor of Faculty of
Economics, Meiji Gakuin University
April 2006
Visiting Scholar at University ofWashington
April 2007
Professor of Faculty of Economics, Meiji
Gakuin University (incumbent)
Reappointment
June 2014
Director of JBA TIBOR Administration
Outside Director
January 2015
Expert Committee Member of Financial
Independent Director
System Council of Financial Services
Yuri Sasaki
Agency (incumbent)(May 26, 1967)
November 2015 Visiting Scholar at University ofWashington
June 2018
Director of Hitachi Capital Corporation(currently the Company)
April 2020
Dean of Faculty of Economics, Meiji
Gakuin University
April 2021
Director of the Company (incumbent)
July 2022
Director of Meiji Yasuda Life Insurance
Company (incumbent)(Important Status in Other Companies)
Professor of Faculty of Economics, Meiji Gakuin University
Director of Meiji Yasuda Life Insurance Company

Number ofCompany’s
Shares
Owned

1,100

Reasons for proposing the candidate as Director and roles expected of the candidate
Ms. Yuri Sasaki has academic knowledge as a university professor, as well as outstanding insight andwealth of experience as an international finance researcher. She had contributed to appropriate decision
making and supervision of overall management by the Board of Directors as an independent Outside
Director. We are therefore reappointing her as a candidate for Director. We expect her to use her
knowledge and experience to contribute to appropriate decision making and supervision of overallmanagement by the Board of Directors as an independent Outside Director from an objective perspective
independent of executive management responsible for executing business and to contribute to theimprovement of the soundness, transparency, and fairness of the management of the Company as amember of the Governance Committee, Nomination Committee and Compensation Committee.
Supplementary information on independence
Ms. Yuri Sasaki has satisfied the “Independence Standards for Outside Directors” set forth by theCompany.
She is currently a Director of Meiji Yasuda Life Insurance Company. However, the transaction amountfor fiscal 2022 between Meiji Yasuda Life Insurance Company and the Company’s group was less than
1% of the insurance premiums and other income of Meiji Yasuda Life Insurance Company andconsolidated revenues of the Company. Therefore, such relationship would not affect her independence.
Attendance at Board of Directors meetings (FY2022): 14 out of 14 times (100%)Term of office as an Outside Director: 2 years and 3 months

15

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1986
December 1997

8

Reappointment
Outside Director
Takuya Kuga
(December 5, 1963)

Joined Mitsubishi Corporation
Seconded to MC Realty, Inc. (VicePresident) (Dallas, Los Angeles from June1999) (until February 2003)
April 2008
Seconded to Diamond Realty Management
Inc.
May 2008
President & Representative Director,
Diamond Realty Management Inc.
July 2009
Seconded to Mitsubishi Corp.-UBS Realty
Inc.
October 2009
President & Chief Executive Officer of
Mitsubishi Corp.-UBS Realty Inc.
July 2013
General Manager, Strategic Planning Office,Real Estate Development & Construction
Division of Mitsubishi Corporation
April 2015
General Manager, Urban Development
Department, Real Estate Development &Construction Division of Mitsubishi
Corporation
April 2016
Division COO, Real Estate Development &Construction Division of Mitsubishi
Corporation(Concurrently) General Manager, North
America Real Estate Development
Department of Mitsubishi Corporation
October 2016
Division COO, Real Estate Business
Division of Mitsubishi Corporation(Concurrently) General Manager, North
America Real Estate Development
Department of Mitsubishi Corporation
January 2017
Division COO, Real Estate Business
Division of Mitsubishi Corporation
April 2017
Senior Vice President, Division COO, Real
Estate Business Division of Mitsubishi
Corporation
April 2019
Senior Vice President, Division COO, Urban
Infrastructure Division of Mitsubishi
Corporation
November 2019 Senior Vice President, General Manager,
Urban Development Group CEO Office,Mitsubishi Corporation
April 2022
Executive Vice President and Group CEO,Urban Development Group of Mitsubishi
Corporation (incumbent)
June 2022
Director of the Company (incumbent)(Important Status in Other Companies)
Executive Vice President and Group CEO, Urban
Development Group of Mitsubishi Corporation

16

Number ofCompany’s
SharesOwned

300

Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Takuya Kuga has a wealth of management experience at a major Japanese general trading company,
as well as deep knowledge in Japanese and international businesses. He has used his experience andknowledge from a practical perspective to contribute to appropriate decision making and supervision of
overall management by the Board of Directors as an Outside Director. We are therefore reappointing him
as a candidate for Director.
As Mr. Kuga concurrently serves as the Executive Vice President of Mitsubishi Corporation, a major
shareholder of the Company, he is not designated as an Independent Director. Mitsubishi Corporation is
an important business partner for the Company to work together with to aim for the improvement ofcorporate value.
Among other positions, including overseas assignments in the U.S., he had served as Division COO,
Real Estate Business Division and Division COO, Urban Infrastructure Division. Currently he assumes
a position of the Group CEO, Urban Development Group. We expect to utilize Mr. Kuga’s management
experience and extensive knowledge in overall Japanese and international businesses for the Company’s
management and effectively utilize advice from him, who has served as a chief of business areas ofcollaboration between Mitsubishi Corporation and the Company. We deem that this will lead to theimprovement of the Company’s corporate value and contribute to the enhancement of the interests of allshareholders including minority shareholders.
Mr. Kuga has indicated his intention to perform his duties as a Director for the benefit of the Company,
and not for any specific shareholder. If any item of business posing a conflict of interest between
Mitsubishi Corporation and the Company is submitted to the Company’s Board of Directors, he will
participate in neither the resolutions nor the deliberations. We expect him to use his knowledge tocontribute to appropriate decision making and supervision of overall management by the Board of
Directors as an Outside Director and to contribute to the improvement of the soundness, transparency,
and fairness of the management of the Company as a member of the Governance Committee, Nomination
Committee and Compensation Committee.
Attendance at Board of Directors meetings (FY2022): 11 out of 11 times (100%)Term of office as an Outside Director: 1 year and 0 months(Notes) 1.
2.
3.
4.

5.

6.
7.

8.

Mr. Kanji Nishiura will assume the position of Outside Director of Sumitomo Metal Mining Co., Ltd.,effective June 23, 2023.
There are no special interests between each candidate and the Company.
Mr. Hiroyasu Nakata, Ms. Yuri Sasaki, and Mr. Takuya Kuga are appointed as candidates for Outside
Director provided for in Article 2, Paragraph 3, Item 7 of the Regulation for Enforcement of theCompanies Act.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto agreements (Liability Limitation Agreements) with Mr. Takahiro Yanai, Mr. Hiroyasu Nakata,
Ms. Yuri Sasaki, and Mr. Takuya Kuga to limit their liability for damages, to the extent of theminimum amount of liability provided for under laws and regulations, if the requirements provided
for under laws and regulations are met with respect to the liability for damages under Article 423,
Paragraph 1 of the Companies Act. If this item of business is approved, the Company plans to renew
these agreements without making changes to their contents.
The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. In the event of aclaim for damages submitted by a shareholder or a third party, etc., said insurance agreement shallcover damages including compensation for damages and legal expenses to be borne by the insured
parties. The candidates for Director in this item of business are to be included as insured parties insaid insurance agreement. The agreement is to be renewed with the same contents when the agreement
is next up for renewal.
The Company has registered Mr. Hiroyasu Nakata and Ms. Yuri Sasaki with the Tokyo Stock
Exchange and the Nagoya Stock Exchange as independent officers, and if this item of business isapproved, the Company will continue to register said candidates with said stock exchanges.
Mr. Hiroyasu Nakata and Ms. Yuri Sasaki have not been involved in corporate management in any
way other than assuming office as Outside Director or Outside Statutory Auditor.; however, we
believe that they will be able to properly perform their duties as Outside Directors for the reasonsstated in “Reasons for proposing the candidate as Director and roles expected of the candidate.”
Mr. Taiju Hisai and Mr. Takuya Kuga were newly elected as Directors at the General Meeting of
Shareholders held on June 28, 2022. Accordingly, the attendance at the Board of Directors meetings
held on and after June 28, 2022 is provided.

17

Opinions of the Audit and Supervisory Committee
The Audit and Supervisory Committee has confirmed the status of deliberations of the Nomination
Committee and the Compensation Committee with respect to the election and compensation of Directors(excluding those who are members of the Audit and Supervisory Committee).
After such deliberation and as a result of careful review by the Audit and Supervisory Committee, it has
concluded that there are no particular problems with the procedures for electing the candidates, that eachcandidate has been elected in accordance with the Company's Selection Standards for Directors, and thateach candidate is qualified to serve as a Director of the Company.
The Committee have also determined that there are no particular problems with the procedures fordetermining the remuneration of each Director (excluding those who are Audit and Supervisory Committee
members) and that the content of such remuneration is appropriate.

18

<Reference>● The Company’s Selection Standards for Directors
1. Directors should be mentally and physically sound enough to execute business.
2. Directors should be persons who are well respected, possess excellent integrity and holdthemselves to high ethical standards.
3. Directors should have a law-abiding spirit.
4. Directors should be expected to have the ability to make objective judgments regarding
management and have excellent insight and perspicacity.
5. Based on the candidates’ knowledge, experience, ability, etc., it should be reasonably
considered that the candidates will contribute to strengthening the functions of the Board of
Directors.
6. In addition to 1. to 5. above, Outside Directors should (i) have experience, achievements andknowledge in their fields of specialty, (ii) be able to contribute to the implementation of
appropriate decision making and management supervision of the Board of Directors, and (iii)
be expected to set aside time necessary to perform their duties.
7. A candidate for reappointment should have fulfilled the role expected of them during their termof office.
● Independence Standards for Outside Directors
The Company shall judge the independence through confirmation as to whether the candidate at
any time in the past three years has fallen under any of the following (1) through (6), on condition
that the individual fulfills the requirements for independent directors set forth by the financial
instruments exchanges of Japan, such as the Tokyo Stock Exchange, and then throughmultifaceted examination as to whether the individual can be evaluated as having independence
objectively and substantially:(1) A major shareholder (a shareholder holding 10% or more of the total voting rights) of theCompany or an Executive (Note 1) thereof;(2) An Executive of a lender of the Company (Note 2) that exceeds the Company’s standard;(3) An Executive of a business partner of the Company (Note 3) that exceeds the Company’s
standard;(4) A consultant, attorney-at-law, certified public accountant, or other person who provides
professional services, that receives more than 10 million yen or more per fiscal year inmonetary or other assets from the Company, excluding executive compensation;(5) A representative partner or partner of the Company’s Accounting Auditor;(6) A person who belongs to an association which receives donations from the Company
exceeding a certain amount (Note 4).
Note 1
Note 2
Note 3Note 4

An Executive refers to an Executive Director, Executive Officer, or other employees.
A lender that exceeds the Company’s standard refers to a lender from whom the amountthe Company has borrowed exceeds 2% of the consolidated total assets of the Company.
A business partner that exceeds the Company’s standard refers to a business partner having
dealings with the Company worth more than 2% of the consolidated net sales of theCompany or of the business partner.
Donations exceeding a certain amount refer to a donation exceeding 10 million yen per
fiscal year.

19Even if the candidate falls under any of the above (1) through (6), if there are special circumstances
for designating the candidate as an independent director and the Company judges that he/she
substantially has independence and therefore will register him/her as an independent director withthe financial instruments exchanges of Japan, such as the Tokyo Stock Exchange, the reason thereforshall be explained and disclosed at the time of the candidate’s election as an Outside Director.

20

Second Item of Business

Determination of the Amount and Other Details of theCompensation Based on the Performance-Based Stock
Compensation Plan for Directors, etc. (Excluding Non-executive
Directors and Non-residents in Japan) Excluding Directors who
are Audit and Supervisory Committee Members*The purpose of this item of business is to seek approval for abolishing the current stockbased compensation stock option plan (refer to page 43 in the Japanese original) and newly
adopting a performance-based stock compensation plan that uses a trust, as the medium- tolong-term incentive compensation plan for Executive Directors.
1. Reasons for the Proposal and for Deeming the Proposed Compensation Reasonable
It was approved at the Extraordinary General Meeting of Shareholders held on February
26, 2021, that the amount of compensation for the Company’s Directors (excluding
Directors who are Audit and Supervisory Committee members) shall not exceed 800
million yen per year and, apart from the amount of the said compensation, the amount ofcompensation related to share acquisition rights allotted as stock-based compensation stock
option for the Directors who are not Audit and Supervisory Committee members (excluding
Outside Directors and persons subject to tax outside Japan) shall not exceed 150 million
yen per year. Additionally, it was also approved at the said meeting that the amount of nonmonetary compensation for the Directors (excluding Outside Directors and Directors who
are Audit and Supervisory Committee members) pertaining to the provision of company
housing shall not exceed 2 million yen per month.
The purpose of this item of business is to seek approval for introduction of the performancebased stock compensation plan (the “Plan”) in place of the current stock-based
compensation stock option for the Company’s Directors (excluding non-Executive
Directors and non-residents in Japan) excluding Directors who are Audit and Supervisory
Committee members and Executive Officers, etc. (excluding non-residents in Japan)(hereinafter, the Directors and the Executive Officers, etc. are collectively referred to as the“Director(s), etc.”) and determination of the amount and other details of the compensation
based on the Plan as described in this item of business, with the aim of further motivating
contribution to the increase of the corporate value in the medium to long term, and sharing
the benefits and risks of stock price fluctuations with the shareholders. The amount ofcompensation for Directors (excluding non-Executive Directors and non-residents inJapan) excluding Directors who are Audit and Supervisory Committee members shall notinclude the employee salary portion payable to Directors who are concurrently serving as
employees.
The Board of Directors, based on the discussion of the Compensation Committee, considers
it reasonable to introduce the Plan, as it is closely linked to the medium- to long-term
performance of the Company and is highly transparent and objective.
The number of the Company’s Directors who are eligible under the Plan (excluding nonExecutive Directors and non-residents in Japan) excluding Directors who are Audit andSupervisory Committee members will be 4, subject to the resolution for approval of thefirst item of business, “Election of 8 (Eight) Directors (Excluding Directors who are Audit
and Supervisory Committee Members),” as originally proposed.
As stated above, the Plan is applicable to Executive Officers, etc. and the amount of the21compensation based on the Plan includes the compensation for the Executive Officers, etc.
However, considering the possibility of such Executive Officers, etc. newly taking office
as a Director during the target period of the Trust (defined in 2.(2) below), we seek approval
for this item of business regarding the aggregate amount of compensation based on the Planas compensation for Directors, etc.
Subject to the resolution for approval of this item of business as originally proposed, theCompany will abolish the current compensation limit related to share acquisition rights as
stock-based compensation stock option (based on the seventh item of business“Determination of the Amount and Other Details of the Compensation for Directors(Excluding Directors who are Audit and Supervisory Committee Members) in the Form of
Stock-based Compensation Stock Option” approved at the Extraordinary General Meetingof Shareholders held on February 26, 2021) and will not allot new share acquisition rights(excluding share acquisition rights that have been already allotted).
The maximum amount of compensation based on the Plan is apart from the amounts
specified in the fifth item of business “Determination of the Amount of Compensation for
Directors (Excluding Directors who are Audit and Supervisory Committee Members)” andthe eighth item of business “Determination of the Amount and Other Details of the Nonmonetary Compensation (Provision of Company Housing) for Directors (Excluding
Directors who are Audit and Supervisory Committee Members)” approved at theExtraordinary General Meeting of Shareholders held on February 26, 2021.

22

2. Amount and Other Details of the Compensation under the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan using the Trust where the Company shares andcash equivalent to the conversion value of the Company shares (the “Company Shares,etc.”) are delivered or paid (the “Delivery, etc.”) to the Directors, etc., based on theachievement level of performance targets of the Medium-term Management Plan of theCompany.
For each fiscal year subject to the Medium-term Management Plan of the Company,
the Company shares will be acquired through the Trust, using the money from theamount of compensation for the Directors, etc. contributed to the Trust from theCompany (the fiscal years subject to the Medium-term Management Plan are
hereinafter referred to as the “Target Period.” The initial Target Period shall be the threefiscal years from the fiscal year ending on March 31, 2024 to the fiscal year ending on
March 31, 2026, and thereafter shall be the fiscal years subject to the Medium-termManagement Plan).
1) People eligible for the Delivery, etc. of  The Company’s Directors (excluding Nonthe Company Shares, etc. subject to thisExecutive Directors and non-residents in Japan)
item of businessexcluding Directors who are Audit andSupervisory Committee members
 The Company’s Executive Officers, etc.
(excluding non-residents in Japan)
2) The maximum amount of money
contributed from the Company

 The amount obtained by multiplying 800
million yen by the number of fiscal years of theTarget Period The amount will be 2,400 million yen in total
for the three fiscal years of the initial Target
Period3) The maximum number of Company
shares to be delivered to the Directors,
etc. and the method for the Trust toacquire the Company shares The number obtained by multiplying 1,550
thousand shares by the number of fiscal years of
the Target Period The number will be 4,650 thousand shares intotal for the three fiscal years of the initial
Target Period The Company shares will not be diluted as they
will be acquired from the stock market

4) Details of the achievement level of
performance targets

 Will be decided in a range between 0% to 150%
based on the achievement level of the targeted
performance indicators, etc. in the Target
Period’s final fiscal year (the growth rate of (i)net income attributable to owners of the parent,(ii) ROA, (iii) ROE, and (iv) TSR (*) against
TOPIX growth rate are used in the initial Target
Period)5) Timing of the Delivery, etc. of theCompany Shares, etc. to Directors, etc.

 In principle, after the expiry of the Target Period(*) An abbreviation for Total Shareholder Return.

23

(2) Maximum amount and other details regarding money contributed from the Company
For each Target Period, the Company will entrust money within the amount obtainedby multiplying 800 million yen by the number of fiscal years of the Target Period as
the compensation for the Directors, etc. and establish a trust wherein the Directors, etc.
meeting the beneficiary requirements will be the beneficiaries (the “Trust”). The
Company assumed the “BIP Trust Agreement,” which had been concluded between theformer Hitachi Capital Corporation and Mitsubishi UFJ Trust and Banking Corporation
on May 15, 2018 (the “Existing Trust Agreement”), at the time of the businessintegration. This time, the Company will establish the Trust as a new trust and amend
the trust term and other details of the trust by entrusting additional money.
The total amount of Company shares and money remaining in the Trust at the time ofamending the Existing Trust Agreement and trust money to be contributed from theCompany shall not exceed the amount obtained by multiplying 800 million yen by the
number of fiscal years of the Target Period.
When renewing the Target Period, the Company will extend the term of the Trust inline with the renewed Target Period by amending the trust agreement and entrusting
additional money. The Company will entrust additional money each time the term of
the Trust is extended, within the amount obtained by multiplying 800 million yen by
the number of fiscal years of the Target Period. However, in cases of entrusting such
additional money, if there are Company shares and money remaining in the Trust as ofthe last day of the trust term before extension, the total amount of the shares and themoney and the trust money to be additionally entrusted by the Company shall not
exceed the amount obtained by multiplying 800 million yen by the number of fiscal
years of the Target Period.
(3) Method of calculating the number of Company shares to be delivered to the Directors,
etc. and the maximum number thereof
The number of Company shares to be delivered to the Directors, etc. (including theshares subject to cash conversion) will be determined based on the share conversion
points to be calculated by multiplying the accumulative points for the Target Period tobe granted corresponding to the position and the term of office on the last day of eachfiscal year of the Target Period by the performance-linked factor.
The maximum number of aggregate points granted to the Directors, etc. shall be 1,550
thousand points per fiscal year. The performance-linked factor will be decided in arange between 0% to 150% based on the achievement level of the targeted performanceindicators, etc. in the Target Period’s final fiscal year (the growth rate of (i) net income
attributable to owners of the parent, (ii) ROA, (iii) ROE, and (iv) TSR against TOPIX
growth rate are used in the initial Target Period), and one Company share is delivered
per one point (any fraction less than one point is rounded down).
However, in the case of a stock split, reverse stock split or other events regarding theCompany shares conducted during the trust term, the maximum number of the points
and the shares to be delivered will be adjusted according to the relevant stock split ratio,
reverse stock split ratio, etc.
(4) Method and timing of the Delivery, etc. of the Company Shares, etc. to the Directors,
etc.
The Directors, etc. who meet the beneficiary requirements will receive from the Trust

24

Company shares corresponding to 50% of the number of share conversion points(rounding down any fraction of shares) and cash equivalent to the conversion value of
the Company shares corresponding to the remaining number of share conversion points
after the Target Period ended in principle by carrying out the prescribed procedures tofix beneficiaries.
The Directors, etc. who resign during the Target Period (excluding in the case they passaway) will receive from the Trust Company Shares, etc. corresponding to the numberof share conversion points immediately after their resignation. The Directors, etc. whobecame non-residents during the Target Period will immediately receive cash
equivalent to the conversion value of the Company shares corresponding to the numberof share conversion points through conversion into cash under the Trust.
In the case that the Directors, etc. who meet the beneficiary requirements pass away
during the Target Period, the heirs of the Directors, etc. will receive from the Trust cash
equivalent to the conversion value of the Company shares corresponding to the numberof share conversion points to be calculated after the death of the Directors, etc. throughconversion into cash under the Trust.
(5) Claw-back clause, etc.
In the case a material misconduct by a Director, etc. is discovered, the points or shareconversion points already granted to the Director, etc. can be confiscated (malus), or
money equivalent to the Company Shares, etc. delivered to the Director, etc. can bereclaimed (claw-back).
(6) Voting rights related to the Company shares in the Trust
Voting rights related to the Company shares in the Trust shall not be exercised to ensure
neutrality to management of the Company.
(7) Other matters related to the Plan
Other matters related to the Plan shall be decided at the Company’s Board of Director’s
meeting.

25

(Reference) Structure of the Trust(1) Resolution by the General Meeting of Shareholders

Stock market(4) Payment of
the price(7) Delivery of theCompany shares[Trustee (Co-trustee)]and payment of
Mitsubishi UFJ Trust and Banking Corporation
cash

The Master Trust Bank of Japan, Ltd.
The Trust(2) Establishment ofcompany rules on sharedelivery(4) Company
shares(7) Granting points(5) Dividends(3) Establishmentof the Trust[Entruster]
The Company[Beneficiaries]
Directors, etc.

Company shares, cash(6) Instruction not to exercise voting rights

Trust Caretaker(1) The Company will obtain approval on the introduction of the Plan in the General Meeting of
Shareholders.
(2) The Company will establish company rules on share delivery associated with the Plan at the Board of
Directors meeting.
(3) The Company will entrust money within the maximum amount approved by the General Meeting of
Shareholders in (1), and establish the Trust wherein the Directors, etc. meeting the beneficiary
requirements will be the beneficiaries.
(4) For the Trust, the Company shares will be acquired from the stock market using the money contributed
as stated in (3) in accordance with the instructions of the trust caretaker. The number of shares to beacquired for the Trust shall not exceed the number approved by the General Meeting of Shareholders as
stated in (1).
(5) Dividends of the Company shares in the Trust will be distributed as well as other Company shares.
(6) The voting rights of the Company shares in the Trust shall not be exercised during the trust term.
(7) During the trust term, beneficiaries will receive Company shares (rounding down fractions of shares)
equivalent to 50% of the certain number of points granted to the beneficiaries as per the company rules
on share delivery. The beneficiaries will also receive cash equivalent to the conversion value of theCompany shares corresponding to the remaining points through conversion into cash under the Trust
pursuant to the trust agreement.
(8) Upon the expiry of the trust term, in the case that the Company continues to use the Trust for the Planor a stock compensation plan similar to the Plan, residual shares will be used for the Delivery, etc. to
the Directors, etc., and residual assets other than residual shares will be used for the funds to acquire
shares.
(9) Upon the expiry of the trust term, in the case that the Trust is terminated, the residual shares remaining
after allocation to the beneficiaries will be converted into cash under the Trust, and the portion
exceeding the amount calculated by deducting the cumulative amount of funds to acquire shares fromthe cumulated trust money (the “Trust Reserve Amount”) will be donated to groups that have noconflicts of interest with the Company or the Directors, etc. (The portion within the Trust Reserve
Amount will belong to the Company.)

26

(Attached Documents)

Business Report(April 1, 2022 to March 31, 2023)
1. Matters concerning the Status of the Group(1) Business progress and results
1)

Overview of financial results, etc.
Net income attributable to owners of the parent exceeded the financial forecast and reached a record
high of ¥116.2 billion. The annual dividend per share is ¥2 higher than the forecast at the beginning of
the fiscal year.
・ Net income attributable to owners of the parent for the fiscal year ended March 31, 2023 increasedby ¥16.8 billion (16.9%) year on year, to a record high ¥116.2 billion, mainly thanks to the profit
contribution from CAI International, Inc., a marine container leasing company in the U.S.A. that
became the Company’s wholly-owned subsidiary in November 2021, a decrease in credit costs,
and business growth in the Americas in the Global Business segment.
・ The Company exceeded the financial forecast (net income attributable to owners of the parent of¥110.0 billion) by ¥6.2 billion.
・ In line with exceeding the financial forecast, the full-year dividend per share has been set to ¥33.00(dividend payout ratio of 40.8%), an increase of ¥2.00 from the forecast dividend of ¥31.00. Thisis a dividend increase of ¥5.00 per share from ¥28.00 per share for the previous fiscal year.

■ Revenues (consolidated)¥1,896.2 billion+¥130.6 billion(year on year)■ Operating income(consolidated)¥138.7 billion
2)¥146.0 billion(+7.4%)■ Gross profit (consolidated)¥357.3 billion■ Recurring income(consolidated)(year on year)■ Net income attributable toowners of the parent(consolidated)+¥22.6 billion¥116.2 billion(+6.8%)■ New transactions volume(consolidated)(year on year)+¥24.6 billion¥2,640.6 billion(+21.6%)(year on year)+¥28.8 billion(+24.6%)(year on year)+¥16.8 billion(+16.9%)(year on year)¥132.7 billion(+5.3%)

Major topics
Formulation and announcement of the Medium-term Management Plan for FY2023 - FY2025 (“2025MTMP”)The Company formulated the Medium-term Management Plan covering the three-year period from thefiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026 (the “2025 MTMP”), which
was announced in May 2023. The 2025 MTMP is positioned as the “hop” plan of our three Mediumterm Management Plans (“hop,” “step,” and “jump”) toward Our 10-Year Vision (Together weinnovate, challenge and explore the frontiers of the future). For details on the 2025 MTMP, please refer
to “2) The Company’s management strategy in the medium to long term and issues to be addressed”
under “(2) Issues to be addressed.”
Establishment and announcement of the “Human Rights Policy”
In accordance with the United Nations “Guiding Principles on Business and Human Rights,” weestablished the “Human Rights Policy” and announced it in October 2022. We will proactively andcontinuously conduct our business activities in consideration of internationally recognized standards
related to human rights, in order to fulfill our responsibility to respect human rights as is expected of
global companies, for achieving a society where human rights are respected.
27

Major business topics
May 2022 ・Announced the acquisition of a partial stake in a distributed solar power generation projectin Massachusetts, the U.S.A.
・Completed an eco-friendly multi-tenant logistics facility “CPD Nagoya Minato.”Jul. 2022 ・Built a new solar power plant next to the Akita Tenbinno Wind Power Plant which wasbuilt in Akita city, Akita prefecture in September 2015 and started commercial operation
as a wind and solar hybrid power plant.
・Invested in a newly established subsidiary of Mitsubishi Corporation, which undertakes
the warehouse DX operations that have been developed by Mitsubishi Corporation.
Sep. 2022 ・Completed an eco-friendly logistics facility “CPD Nishiyodogawa.”
Dec. 2022 ・Announced to conclude a capital and business alliance agreement with Connected
Robotics Inc., engaging in research and development of robotics services designed for the
food industry.
・Announced to transfer shares of Diamond Asset Finance Company Limited, a Group
company mainly operating the residential real estate-related finance, in order toconcentrate resources on prioritized businesses in the Real Estate segment, and to improve
profitability in the segment (transfer completed in March 2023).
Jan. 2023 ・Commenced the business operation under the new management structure following thecompletion of the merger of CAI International, Inc. and Beacon Intermodal Leasing, LLC,
operating the marine container leasing business.
・Announced to merge Mitsubishi HC Capital Energy Inc. and HGE Ltd., operating solar
power generation business (merger completed in April 2023).
Feb. 2023 ・Established an auto leasing joint venture in Thailand with ALD S.A., a global leading
company in the auto leasing industry based in France.
・Announced to absorb and merge Japan Infrastructure Initiative Company Limited (“JII”),
a Group company making investments and providing loans in the overseas infrastructure
sector, after making JII a wholly-owned subsidiary on the premise that MUFG Bank, Ltd.
would assign all of the shares which it holds to the Company (merger completed in April
2023).
・Announced the business integration of Group companies in the U.S.A., Mitsubishi HC
Capital America, Inc., Mitsubishi HC Capital (U.S.A.) Inc., and ENGS Commercial
Finance Co. (business integration completed in April 2023).
・Concluded a merger agreement between Mitsubishi Auto Leasing Corporation, which
engages in the auto leasing business, and Mitsubishi HC Capital Auto Lease Corporation(merger completed in April 2023).
Mar. 2023 ・Formed a joint healthcare fund with the Development Bank of Japan Inc.
・Concluded a lease agreement with TOKYO GAS CO., LTD that utilizes a transition loan.
・Universal Hydrogen Co. a U.S. company the Company has invested in that develops
hydrogen storage capsules and hydrogen fuel cell-powered aircraft engines, successfullycompleted the first test flight of a propeller aircraft with a 40-seat capacity, the largest in
the world for hydrogen fuel cell-powered aircraft, and is progressing with its practicalapplication.
Apr. 2023 ・Announced the conclusion of a “Virtual PPA” (non-fossil certificate transfer agreement
for renewable energy electricity) between Mitsubishi HC Capital Energy Inc., which isengaged in the renewable energy power generation business, and Tokyo Metro Co., Ltd.
・Made CenterPoint Development Inc., a Group company engaged in the development oflogistics facilities and an asset management business specializing in such facilities, awholly-owned subsidiary.

28

Logistics facility CPD Nagoya Minato

3)

Marine container

Hydrogen fuel cell aircraft

Operating results by reportable segment
Operating results by reportable segment are as follows.
As a result of the organizational change as of April 1, 2022, the reportable segments were changed tothe seven segments below.
A description of the business in each segment is provided in “Principal business” section of the Other
Matters Subject to the Electronic Provision Measures (Matters Omitted from Documents Delivered toShareholders).

Segment profit (net income by segment)(Billions of yen)

Total: 116.2
1167.2

Total: 99.4

Customer Solutions

Global Business
38.1
Environment, Energy &Infrastructure

32.6
Aviation
29.0
Logistics
40.8

11.6

Real Estate

6.2

0.8
3.1

2.2
5.6

15.3

12.3

12.6

1.5

Fisal year ended
March 31, 2022

3.7 (0.6)

Fiscal year ended
March 31, 2023

29

Mobility

Adjustments

Main factors for changes in segment profit
Segment profit increased by ¥5.4 billion (16.7%) year on year to ¥38.1 billion mainly
Customer Solutions thanks to large gains on sales related to real estate leasing, a decrease in credit costs,
and other factors.

Global Business

Environment,
Energy &Infrastructure

Aviation

Segment profit decreased by ¥11.8 billion (29.0%) year on year to ¥29.0 billion due
to recognition of loss on valuation of securities following a decline in the market
value of certain cross-shareholdings and the absence of large gains on sales of crossshareholdings recorded in the previous fiscal year, despite the factors contributing to
profit increase such as the business growth of the subsidiaries, mainly in theAmericas, a decrease in credit costs, and gains on revaluation of securities recorded
at a European subsidiary.
Segment profit increased by ¥9.3 billion (411.6%) year on year to ¥11.6 billion
mainly thanks to an increase in profits from overseas renewable energy-related
equity-method investments, gains on sales of investments in certain projects in theinfrastructure business, and an absence of credit costs recorded in the previous
fiscal year for certain customers in the infrastructure business.
Segment profit increased by ¥0.5 billion (9.3%) year on year to ¥6.2 billion mainly
thanks to the recovery trend in the business that is shown by an increase in leasing
revenues and gains on sales of owned assets, a decrease in credit costs and so on,
despite an absence of gains on sales of certain receivables from bankrupt debtors
recorded in the previous fiscal year, an increase in exchange revaluation losses
related to foreign currency-denominated borrowings in Japanese Operating Leasewith Call Option (JOLCO) resulting from the weak yen, and an increase inimpairment losses.

Logistics

Segment profit increased by ¥14.5 billion (1,787.4%) year on year to ¥15.3 billion
mainly thanks to the full-year profit contribution from CAI International, Inc., amarine container leasing company in the U.S.A. that became the Company’s whollyowned subsidiary in November 2021 and the steady performance of Beacon
Intermodal Leasing, LLC, which also operates a marine container leasing business.
The two marine container leasing companies merged on January 1, 2023.

Real Estate

Segment profit increased by ¥0.2 billion (2.0%) year on year to ¥12.6 billion mainly
thanks to a decrease in tax expenses accompanying the transfer of shares of Diamond
Asset Finance Company Limited, which was the wholly owned subsidiary, althoughcredit costs were posted for a certain project in the U.S.A. and other factors.

Mobility

Segment profit increased by ¥0.6 billion (21.2%) year on year to ¥3.7 billion mainly
thanks to an increase in gains on sales of vehicles for which the leasing term matured
in Japan, responding to the high demand for used cars.

4)

Consolidated financial position
Total assets at the end of the current fiscal year increased by ¥397.3 billion (3.8%) year on year to¥10,726.1 billion, total equity increased by ¥217.5 billion (16.3%) year on year to ¥1,551.0 billion andinterest-bearing debt (excluding lease obligations) increased by ¥170.0 billion (2.1%) year on year to¥8,236.1 billion. In addition, the equity-to-asset ratio increased by 1.6 percentage points from the endof the previous fiscal year to 14.3%.

30

(2) Issues to be addressed (Management policy, business environment, issues to be addressed)
1) Basic management policy
As its basic management policy, the Company has established “Our Mission,” “Our Vision,” and“Action Principles” indicated below.
“Our Mission” is our long-term goal, “Our Vision” is the objectives to achieve our long-term goal, andthe “Action Principles” are the values and mindset to be held and actions to be taken by each and every
employee in order to realize our Mission and Vision.
◎ Our Mission
Contribute to a prosperous and sustainable future by creating social value through maximizing thepotential of assets.
◎ Our Vision
・ Solve social issues by developing unique and progressive businesses with consideration for the
global environment.
・ Aim for sustainable growth through value co-creation with diverse stakeholders across the globe.
・ Enhance corporate value by evolving our business model through utilizing digital technology anddata.
・ Foster an “open, creative and engaging” corporate culture that shapes each and every employee’s
motivation and pride.
・ Aim to be a trusted company by complying with laws and regulations, as well as implementing
ethical corporate management.
◎ Action Principles
 Challenge

DigitalCommunication
Diversity
Sustainability

Integrity: Challenge ourselves to look forward to the future with a sense of responsibility
and commitment.

: Drive digital innovation and expertise.
: Communicate openly and honestly to build mutual understanding and trust.
: Embrace diversity and respect each other.
: Act in harmony with people, society and the earth to create a sustainable
world.
: Maintain the highest standards of ethics and integrity.

Mitsubishi HC Capital Inc. has identified the six material issues below as priority key challenges whichmust be addressed to achieve sustainable development of Mitsubishi HC Capital Group.
Against the backdrop of global megatrends in recent years such as climate change driven by global
warming, population growth, urbanization, and scarcity of resources, our lives and social environment
are largely changing globally, and companies are expected to make efforts to solve numerous issues,
such as promoting a decarbonized society and building a circular economy.
The Group will proceed its effective management and business activities toward solving such issues
based on the materiality with appreciating the significance.

31Materiality

Why the Group treats as highly material challenges
Promote adecarbonizedsocietyRealize thecircular economyEstablish resilientsocialinfrastructureRealize healthy
lifestyles that
promote positive wellbeingCreate businesses
utilizing the latest
technologiesCollaborate withpartners locallyand globallyEfforts to realize a decarbonized society have been globally
recognized as an urgent issue, and the Group can significantly
contribute to solving this challenge through its services andsolutions, such as renewable energy investment and EV
promotion.
The impact on the business side is large and significant,involving matters including distinguishing activities that go
against the social issues.
The Group aims to contribute to creating a circular economy
by reducing waste, not only within the Group but also insociety through maximizing the potential of assets. As a leader
in the leasing industry, the Group believes this issue is highly
material.
The Group can also contribute to realizing a sustainable andprosperous society through strengthening the collaboration
between partners.
The Group recognizes that the business has many opportunities
to support infrastructure projects in Japan that require repair
and rebuilding, as well as the development of infrastructure
and creation of smart cities in emerging countries with active
collaboration between various partners.
The Group will contribute to the diversification, enhancement
and optimization of the business through establishing systems
and providing services for supporting the collaboration
between companies.
It is vital for stakeholders that the Group recognizes theimportance of health, safety, and physical and mental
wellbeing for realizing a prosperous future.
Valuable human resources are key to the value and trust in our
corporate activities. Improving employee motivation,acquiring top talent, and similar actions are highly important.
Both financing for the purpose of the digital transformation ofcustomers and using internal digital technologies to increase
the efficiency for this promote the development for new
business models.
The Group identifies this for highly material opportunities fordiversified and innovative business creation, including
establishing supply chains utilizing alternative energies.
Social issues differ by country and region. The Group should
create synergies with local partners and find new opportunities
inside and outside of Japan, meeting individual needs throughcommunity based efforts.
The Group can realize mutual benefits in developing society
by utilizing its integrated capabilities.

32

How related
to SDGs

2) The Company’s management strategy in the medium to long term and issues to be addressed(i) Business environment
In recent years, there have been drastic changes in the external environment and there is anincreasing need to recognize megatrends, or the trends influencing domestic and international
economies over the medium to long term, such as geopolitics and the economy, climate change,
expansion and evolution of technology, demographics, and wealth disparities.
In these changes to the external environment, the roles required of the Group are changing to better
resolve social issues through business investment and operation, in addition to conventional leasing
and finance. Further, business models at an industry level are expected to change rapidly at a speed
which has exceeded all expectations. In such circumstances that all companies are to adapt to theenvironmental changes, the prominence of the Group, holding various asset-related functions andoffering flexible services which are not limited to financial functions, will increase further.
In light of these circumstances, the Group formulated a Medium-term Management Plan (2025
MTMP) that covers the three-year period starting from fiscal 2023 (the fiscal year ending March 31,2024) and announced it in May 2023.
(ii) The Direction the Group Should Take and the Outline of the 2025 MTMPThe Group has established Our 10-year Vision, “Together we innovate, challenge and explore thefrontiers of the future.” In order to achieve this vision, we will proceed with the evolution andlayering of business models by developing services and promoting business investment utilizing
tangible and intangible assets, such as data and other elements, to their fullest potential.
For the promotion of the above, we will aim for sustainable growth by solving environmental, socialand economic issues. At the same time, we will aim to enhance our medium- to long-term corporate
value by achieving an optimal balance sheet based on well-balanced growth potential, return on
capital, and financial soundness.
The 2025 MTMP is positioned as the “hop” plan of our three Medium-term Management Plans(“hop,” “step,” and “jump”) toward Our 10-year Vision. We will address the management plan with“sowing seeds” and “gaining a solid foothold” leading to a leap to the “step” and “jump” plans as
keywords.
Our 10-year Vision“Our 10-year Vision” is to be “Together we innovate, challenge and explore the frontiers of the
future.” This is inspired by the following aspirations.
・To achieve our mission, continue to be an “innovator (who ventures into unexplored fields andcreates innovation)” who challenges the frontiers of the future without being bound by precedents.
・ Anticipate the changes in society and the business environment including changes in global
industrial structures, accelerating digitalization and increasing importance of sustainability, andcontinue addressing social issues that can be solved only by MHC through approaches such as SX(sustainability transformation) and DX (digital transformation) with customers and partners.

33

(iii) Business Strategies
Business types
The Group’s businesses are classified into the five types below.
Business Type

Business Characteristics(e)

Asset utilization business

Promote businesses investment utilizing assets, aiming tomaximize revenue from those businesses(d)Data utilization platform services

Utilize data to develop platform businesses, and mainly acquire
service revenue(c)Finance + services

Mainly add maintenance services, asset management, etc. to“(b) Asset finance,” and acquire service revenue as well as
income gain and capital gain(b)

Asset finance

Investment and lending mainly in specific marketable general
purpose assets backed by the value of business assets. Capitalgain as well as income gain can be acquired(a)Customer finance

Acquire income gain more stably and continuously throughcorporate financing

Vision of the “evolution and layering of business models”
We will proceed with the evolution and layering of business models by simultaneously working on
the enhancement of the profitability and efficiency of existing businesses, shifting existing
businesses to high value-added services, and developing new businesses.
・ Enhance profitability and efficiency of existing businesses(a) Customer finance and (b) asset finance are positioned as profit bases for creating stable cash
flows from their firm customer bases. On the other hand, given that returns on some assets are
relatively low, in addition to strengthening their profitability, we will steadily promote the reductionof low-profitability assets.
・ Shift existing businesses to high value-added services
We will maintain and expand our (a) customer finance and (b) asset finance customer bases and shiftthese existing businesses to high value-added services—namely (c) finance + services and (d) datautilization platform services—and increase their returns by improving customer experience.
・ Develop new businesses
We will proceed with the development of (d) data utilization platform services, (e) the asset
utilization business, and other new businesses, and focus on these new businesses as the pillars of
medium- to long-term profit growth, in addition to (c) finance + services.
Premise for business strategies
We will achieve profit growth by transforming our business portfolio and the quality of our assets inthe medium- to long-term through the evolution and layering of business models. To this end, we
will actively invest cash flows from a medium- to long-term perspective after paying dividends.
For the purpose of supporting this effort, we will achieve medium- to long-term return on capital andfinancial soundness by optimizing our balance sheet, and then maximize our corporate value.

34

Business strategies by segment
The direction of the business strategies by segment is as follows.
Segment

Direction of Business Strategies

Customer Solutions

Achieve business portfolio transformation through establishing our solid
customer base and the development of a new sales process by utilizing data anddigital technologies

Global Business

Improve profitability through strategic allocation of management resources
considering regional characteristics

Aviation

Recover profitability early on and develop a new business base bystrengthening group synergy

Logistics

Contribute to solving social issues in the logistics field by further strengthening
our business base and developing new businesses

Environment & Energy

Maintain our position as a leading renewable energy operator in Japan andincrease added value by expanding business domains

Real Estate

Contribute to building a sustainable social infrastructure through real estate
investment and lending business and asset management business

Mobility

Expand profits by strengthening and developing EV-related businesses inconsideration of social decarbonization needs(Note) As the name of the “Environment, Energy & Infrastructure” reportable segment will be changed
to “Environment & Energy” for the next consolidated fiscal year (ending March 31, 2024) inaccordance with the organizational change, the name after the change is shown.
Key themes across segments
We have defined the themes below to be addressed with the concerted efforts of the Group acrosssegments.
These themes will lead to our goal of contributing to a prosperous and sustainable future by creatingsocial value with partners, not by the Group alone.
Hydrogen
EVs
Logistics
Decarbonization solutions(energy conservation, carbon
credits)

Develop hydrogen business strategies that leverage global business operations
and customer bases
Develop and commercialize an integrated service that can extensively provide
the functions necessary for introducing and operating EVs such as renewableenergy supply and charging infrastructure
To address social issues and customer needs on logistics supply chains, develop
and provide “seamless logistics solutions” by collaborating with leading
partners
Develop and provide a one-stop service contributing to realizing adecarbonized society (visualizing CO2 emissions, energy conservation,
renewable energies, creating carbon credits, etc.)

Corporate Functions Strategies
We will enhance our corporate functions centering on the four strategies below.
Major Initiatives for the 2025 MTMP

Fostering and securing talent

・
・
・
・

Bolstering the financial base・and internal organizational base・Enhance employee engagement by utilizing surveys, etc.
Develop a talent portfolio contributing to the achievement of management
strategies
Strategically disclose human capital
Procure stable and competitive funds, expand funding capacity andenhance the ALM framework
Redevelop frameworks for credit examination and management inresponse to business portfolio transformation
Develop optimal IT systems responding to new businesses and businessmodels35

Major Initiatives for the 2025 MTMP・Strengthening the corporate
governance framework

・・・

Enhancing stakeholder
engagement

・・

Promote group-wide unified management by strengthening theconsolidated management framework
Enhance integrated risk management in response to businessadvancement and changes
Develop a framework for unified management of internal auditing on a
global basis
Enhance financial and non-financial information to be disclosed anddiversify means to dispatch information
Enhance communication with external stakeholders
Promote and strengthen efforts for sustainability

Frameworks to promote transformation
We will eliminate obstacles to achieving transformation, and change our way of thinking fortransformation.
We will speedily promote various initiatives from new perspectives and not simply stay on
conventional paths.
Direction of Initiatives
1) “Lay” the foundation oftransformation
2) “Create” transformation
3) “Promote” transformation

Foster all employees’ awareness of transformation
Develop frameworks so that efforts contributing to transformation can be
actively launched
Develop an agile discussion framework and promote transformation byadvancing efficient decision-making processes and the delegation of authoritythat comes with responsibility, etc.

(iv) Business issues to be addressed as a priority matterIn order to achieve “Our 10-year Vision,” the Group will proceed with the “evolution and layering ofbusiness models” by promoting services and business investment, utilizing tangible and intangible
assets, such as data and other elements, to their fullest potential.
It is considered necessary to transform the awareness of each employee in order to progress the“evolution and layering of business models.” As a mechanism for this, we will build the“frameworks to promote transformation” described in the previous section. As the “frameworks topromote transformation,” we will implement measures from three angles of “laying the foundation oftransformation,” “creating transformation,” and “promoting transformation,” and will execute themeasures from new perspectives that are not an extension of the past.
Further, the 2025 MTMP is positioned as the “hop” plan of our three Medium-term Management
Plans (“hop,” “step,” and “jump”) toward “Our 10-Year Vision,” and will be strategically
implemented to contribute to the “sowing seeds” and “gaining a solid foothold” that will lead to theleap towards the “step” and “jump” phases, including transforming the awareness of employees
towards reform.

36

3)

Target performance indicators
The Company will aim to achieve the following financial and non-financial targets during fiscal 2023
to fiscal 2025 (from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026),
which is the period that is the subject of the 2025 MTMP.
<Financial targets>
Item

Targets

Financial Targets(End of FY2025)

Net income attributableto owners of the parent¥160.0 billion(+11.2% vs. FY2022 CAGR)ROAApprox. 1.5% (Approx. +0.4pts vs. FY2022)

ROE

Approx. 10% (Approx. +1.8pts vs. FY2022)
・

Dividend Policy(2025 MTMP period)

Payout ratio: 40% or
higher

As a general rule, return profits to shareholders bypaying dividends

・

Sustainably increase the total amount of dividend
payment through profit growth

Financial Soundness(2025 MTMP period)・
Maintain A ratings

Establish both a sound financial base and an active
investment strategy

・

Maintain current stand-alone ratings(Notes) 1. CAGR: Compound Annual Growth Rate
2. Net income attributable to owners of the parent is used in the calculations of ROA and ROE.

<Non-financial targets>
KPI

Targets (2025 MTMP)

Level of fulfillment of a talent portfolio inline with our management strategies

Formulate the talent portfolio framework and visualize the level offulfillment

Results of the employee engagement survey Refine the survey content, enhance analysis
Number of new DX-related businesses andproducts
Operational efficiency

Develop a base for DX frameworks (develop and acquire DX
talent, system investment, etc.)

Ratio of female managers

20% or more

Rate of annual paid holidays taken by
employees

70% or more

Monthly average overtime hours

14 hours or less

Ratio of taking childcare and maternity
leave

100%

GHG emissions amount (Scope 3)

Analyze the categories which have a major impact and visualize
Scope 3 emissions

GHG emissions amount (Scope 1, 2)-55% in FY2030 vs. FY2019 and net zero in FY2050

Energy consumption (domestic)-1% YoY continually(Note)

GHG: Green House Gas

37

(3) Status of capital investments
The total investment in leased assets related to operating lease transactions during the current fiscal year
was ¥452.5 billion.
(4) Status of financing
Interest-bearing debt on a consolidated basis came to ¥8,236.1 billion, an increase of ¥170.0 billion fromthe end of the previous fiscal year.
Out of this, borrowings from financial institutions came to ¥4,846.5 billion (a ¥331.4 billion increase fromthe end of the previous fiscal year), and direct funding through bonds payable, commercial papers, andsecuritization of receivables, etc. came to ¥3,389.5 billion (a ¥161.4 billion decrease).
When financing, the Group attempted to stabilize funding and control costs while appropriately managing
liquidity risk, interest rate fluctuation risk, etc.

38

(5) Status of major subsidiaries
Company name

Percentage ofShare capital or investments
voting rights
in capital
held

DFL Lease Company Limited¥3,700 million

Shutoken Leasing Co., Ltd.

¥3,300 million

JAPAN MEDICAL LEASECORPORATION¥100 million

Mitsubishi HC Capital Property Inc.

¥251 million

Capital Insurance Corporation
Mitsubishi HC Capital Community
Corporation
Mitsubishi HC Business Lease
Corporation
PT HCD Properti Indonesia
Mitsubishi HC Capital UK PLC
ENGS Holdings Inc.

¥6,200 million¥80 million¥10,000 million
Rp 580,000 million
STG£116,168 thousand
US$ 0 thousand

Mitsubishi HC Capital America, Inc.

US$ 180,000 thousand

Mitsubishi HC Capital Canada, Inc.

CA$ 97,000 thousand

Mitsubishi HC Capital (Shanghai) Co.,
US$ 55,000 thousand
Ltd.
Mitsubishi HC Capital Leasing (Beijing)
US$ 170,000 thousand
Co., Ltd.
Mitsubishi HC Capital Factoring
RMB 306,570 thousand(Shanghai) Co., Ltd.
Mitsubishi HC Capital Management
HK$ 2,285,516 thousand(China) Limited
Mitsubishi HC Capital (Hong Kong)
HK$ 310,000 thousand
LimitedMitsubishi HC Capital Asia Pacific Pte.
S$ 126,400 thousand
Ltd.
Mitsubishi HC Capital (Thailand) Co.,
THB 1,100,000 thousand
Ltd.
PT. Mitsubishi HC Capital and
Rp 400,000 million
Finance Indonesia
Mitsubishi HC Capital Energy Inc.
Japan Infrastructure Initiative Company
LimitedJSA International Holdings, L.P.

%
80
(–)
70.71
(–)
100
(–)
100
(–)
79.36
(–)
100
(–)
100
(–)
63.45
(63.45)
100
(–)
100
(–)
100
(–)
100
(100)
100
(–)
100
(100)
100
(100)
100
(–)
100
(100)
100
(–)
100
(99.99)100(15)¥150 million

100
(–)

¥9,000 million

100
(–)

US$ 742,183 thousand

Engine Lease Finance Corporation

US$ 1 thousand

CAI International, Inc.

US$ 0 thousand

PNW Railcars, Inc.

US$ 1 thousand

Mitsubishi HC Capital Realty Inc.

¥300 million

MHC America Holdings Corporation

US$ 0 thousand

100
(–)
100
(100)
100
(100)
100
(100)
100
(–)
100
(–)

Principal businessLeasing andfinancial businessLeasing andfinancial businessLeasing andfinancial business
Real estate rental
business
Non-life insurance
Real estate rental
business
Leasing andfinancial business
Real estate rental
business
Leasing andfinancial businessLeasing andfinancial businessLeasing andfinancial businessLeasing andfinancial business

Mainlocation

Osaka-shi,
Osaka
Chiyodaku, Tokyo
Shinagawaku, Tokyo
Chiyodaku, Tokyo
Chiyodaku, Tokyo
Minatoku, Tokyo
Minatoku, Tokyo
Indonesia
UK
U.S.
U.S.
CanadaLeasing business

China

Leasing andfinancial business

China

Factoring business

ChinaGroup fund raisingbusiness
Leasing andfinancial businessLeasing andfinancial businessLeasing andfinancial business

Hong
Kong
Hong
Kong

Leasing businessIndonesia

Energy-related asset
managementbusiness
Infrastructurerelated investment
business
Aircraft leasing
business
Aircraft engine
leasing businessContainer leasing
business
Freight car leasing
business
Real estate-related
investment businessGroup fund raisingbusiness

Singapore
Thailand

Chiyodaku, Tokyo
Chiyodaku, Tokyo
U.S.
IrelandU.S.
U.S.
Chiyodaku, Tokyo
U.S.

(Notes) 1. As of April 1, 2023, Mitsubishi HC Capital America, Inc. and ENGS Holdings Inc. underwent an absorption-typemerger, where Mitsubishi HC Capital America, Inc. is the surviving company and ENGS Holdings Inc. is theabsorbed company.
39

2. As of April 1, 2023, the Company and Japan Infrastructure Initiative Company Limited underwent an absorptiontype merger, where the Company is the surviving company and Japan Infrastructure Initiative Company Limited
is the absorbed company.
3. Because an absorption-type merger was conducted as of January 1, 2023 (local time), where CAI International,
Inc. was the surviving company and Beacon Intermodal Leasing, LLC was the absorbed company, Beacon
Intermodal Leasing, LLC has been removed from the major subsidiaries.
4. Figures in parenthesis in “percentage of voting rights held” represent the percentage of voting rights indirectly
owned.

(6) Status of business combinations
Diamond Asset Finance Company Limited has been removed as a subsidiary of the Company due to thetransfer of all of the said company’s shares in March 2023. Also, Mitsubishi HC Capital Auto Lease
Corporation conducted a capital increase through third-party allocation in March 2023. As a result of this,the Company’s share of ownership has decreased, and the said company has been removed as a subsidiaryof the Company, and has become as equity-method affiliate.
2. Matters concerning the Company’s officers(1) Names, etc. of Directors
Directors (excluding Directors who are Audit & Supervisory Committee Members)
Position

Name

Responsibility

Representative
Director, Chairman

Seiji Kawabe

Representative
Director, President& CEO

Takahiro Yanai

Representative
Director, Deputy
President

Kanji Nishiura

Overall operation

Director, Deputy
President

Kazumi Anei

Customer Solutions Unit

Director, Deputy
President

Taiju Hisai

Overall Corporate Center

Director, Managing
Executive Officer

Haruhiko Sato

Director

Hiroyasu Nakata

Significant concurrent positions outside theCompany

Global Business Unit
Head of Corporate &Strategic Planning Division
and Co-head of Treasury &Accounting Division(Outside Director)
Director

Yuri Sasaki

Professor of Faculty of Economics,(Outside Director)

Meiji Gakuin University
Director, Meiji Yasuda Life Insurance Company

Director

Go Watanabe

Audit & Supervisory Board Member,(Outside Director)
Director

MITSUBISHI GAS CHEMICAL COMPANY, INC.
Takuya Kuga

Executive Vice President, Mitsubishi Corporation(Outside Director)

40

Directors who are Audit & Supervisory Committee Members
Position
Director

Significant concurrent positions outside theCompany

Name

Responsibility

Akira Hamamoto

Chair of Audit & Supervisory
Committee
Full-time Audit &Supervisory Committee
MemberDirector

Koichiro Hiraiwa

Representative Director, Dream Estate Tokyo Inc.

Hiroko Kaneko

Professor, Waseda Graduate School of Accountancy(Outside Director)
Director(Outside Director)

Director, Kanagawa Chuo Kotsu Co., Ltd.
Member of the Board, The Yokohama Rubber Co.,Ltd.

Director

Masayuki Saito

Chairman of the Board of Directors, DIC
Corporation(Outside Director)(Notes)
1. Director who is an Audit & Supervisory Committee Member Hiroko Kaneko resigned as Professor at Waseda Graduate
School of Accountancy as of March 31, 2023.
2. Directors Hiroyasu Nakata, Yuri Sasaki, Go Watanabe and Takuya Kuga, and Directors who are Audit & Supervisory
Committee Members Koichiro Hiraiwa, Hiroko Kaneko and Masayuki Saito are Outside Directors.
3. Directors Hiroyasu Nakata and Yuri Sasaki, and Directors who are Audit & Supervisory Committee Members Koichiro
Hiraiwa, Hiroko Kaneko and Masayuki Saito have been reported to the Tokyo Stock Exchange and the Nagoya Stock
Exchange as Independent Directors.
4. To ensure the effectiveness of audits, the Company has appointed Director who is an Audit & Supervisory Committee
Member Akira Hamamoto to serve as a full-time Audit & Supervisory Committee Member.
5. Director who is an Audit & Supervisory Committee Member Hiroko Kaneko has been involved in accounting audits
for many years as a Certified Public Accountant and possesses considerable knowledge of finance and accounting.
Further, Directors who are Audit & Supervisory Committee Members Akira Hamamoto, Koichiro Hiraiwa andMasayuki Saito possess considerable knowledge of finance and accounting based on their wealth of management
experience at a major financial institution in the case of Mr. Hamamoto, and listed companies in the case of Mr.
Hiraiwa and Mr. Saito.
6. Effective April 1, 2023, the position and responsibilities of some Directors were changed as follows.
Position

Name
Seiji Kawabe

After April 1, 2023
Director

March 31, 2023
Representative Director,
Chairman

Takahiro Yanai
Taiju Hisai

Name
Taiju Hisai
Haruhiko Sato

Director,

Representative Director,

ChairmanPresident & CEO

Representative Director,

Director,

President & CEO

Deputy President

Responsibility
After April 1, 2023

March 31, 2023
Overall Corporate Center
Global Business Unit–

Head of Corporate & Strategic Planning
Head of Corporate & Strategic Planning
Division and Head of Treasury & Accounting Division and Co-head of Treasury &Division
Accounting Division41

(2) Matters concerning remuneration, etc. of Directors
1) Policy for determining details, amount, and calculation method of officer remuneration, etc. and methodof determinationa.

Basic policy(i)

For the purpose of increasing corporate value through the execution of business strategies, theCompany also considers officer incentive when determining officer remuneration.

(ii) The level of remuneration shall be appropriate for the roles and responsibilities of each officer,
taking into consideration the level of the market, from the standpoints of increasing corporate
value in the medium to long term and improving business performance in the short term.
In accordance with the above basic policy, the Board of Directors of the Company, following
deliberation by the Compensation Committee, has resolved the policy for determining the details of
remuneration, etc. of individual Directors (excluding Directors who are Audit & Supervisory
Committee Members) as follows in b.

b.

Policy for determining the details of remuneration, etc. of individual Directors (excluding Directors
who are Audit & Supervisory Committee Members)(i)Remuneration systemIn principle, remuneration, etc. for Executive Directors shall be comprised of basic
remuneration (fixed remuneration), annual incentive compensation (performance-based
compensation), and medium- to long-term incentive compensation.



Percentages are set for performance-based compensation and non-performance-based
compensation for the purpose of maintaining a healthy ratio of performance-based
compensation. In addition, in order to improve not only short-term performance but also
medium- to long-term corporate value, the Company establishes appropriate short-term andmedium- to long-term incentive ratio in the remuneration system.

Specifically, the ratio of non-performance-based compensation (basic remuneration andstock-based compensation stock option) to performance-based compensation (bonus) shallbe around 1.3 to 0.3 (the ratio of basic remuneration to stock-based compensation stock
option to bonuses shall be around 1 to 0.3 to 0.3). While maintaining this basic policy, theratio shall be determined based on a comprehensive consideration of the individual
Director’s role, responsibilities, etc.

42

Type of remuneration

Remuneration
ratio

Fixed

62.5%
Basic remuneration

Bonus(Short-term incentive)
Performance-based

118.75%
0.3

Floating
Stock-based compensation
stock option (Medium-to
long-term incentive)
Stock compensation

18.75%
0.3

Details of remuneration

Range of
Evaluation variation based
method, ratio
on KPI
achievement

1. The amount determined according to title ispaid monthly.

1. The amount paid to each individual isdetermined based on the consolidated businessperformance of the previous year, etc.
2. The financial indicators, etc. emphasized in the
management strategy as indicators representing
the Company’s growth that are important inmanagement strategy as indicators representing
the Company’s growth are set as the KPI for
evaluating company-wide performance, and thetargets are set according to the Company’s
numerical targets (net income attributable toowners of the parent, ROA, ROE, OHR).
3. The achievement of the executive officers
excluding Representative Directors in theirduties is evaluated using a standard evaluation
sheet, from the perspective of performance andthe level of contribution regarding the duties.

[Representative
Director]
Company-wide
performance
evaluation:100%

0-150%[Executive
Director](Other thanRepresentative
Director)
Company-wide
performance
evaluation:
70%
Evaluation of
responsible
duties: 30%

1. Share acquisition rights of the number
calculated based on the stock price on the basedate are offered from the perspective of sharing
value with shareholders and improving
medium- to long-term corporate value.
2. The number of stock options to be offered isdetermined according to the title at the
beginning of the term of the officer, which isJune.
3. Share acquisition rights can be exercised for 5
years from the day 1 year after the retirementof an officer.

(Note) In addition, in the event that it becomes necessary to reside in an area away from home, an appropriate property shallbe provided as company housingFor non-Executive Directors including Outside Directors (excluding Directors who are
Audit & Supervisory Committee Members), from the standpoint of ensuring theeffectiveness of the supervisory function, bonuses and stock-based compensation stock
option, which are incentive compensation, shall not be paid. Remuneration shall be limited
to basic remuneration only.

Type of remuneration

Fixed

Basic remuneration

Remuneration
ratio

Details of remuneration

100%

1. For Internal Directors who do not concurrently serve as Executive
Officers (excluding those who are Audit & Supervisory Committee
Members) and Outside Directors (excluding those who are Audit &Supervisory Committee Members), from the standpoint of ensuring
the effectiveness of the supervisory function, bonuses and stockbased compensation stock option, which are incentive compensation,
shall not be paid. Remuneration shall be limited to basic
remuneration only.

43

(ii) Performance-based compensation


From the standpoint of clarifying the relationship between performance and compensation,
the financial indicators, etc. emphasized in the management strategy as indicators
representing the Company’s growth are set as the KPI for evaluating company-wide
performance when it comes to bonuses, which are performance-based compensation. For
the target values, net income attributable to owners of the parent, ROA, ROE, and OHR are
used, which are set according to the Company’s numerical targets.



The total amount of the bonus for the Representative Director is linked to the companywide performance, and the amount to be paid is determined within the range of 0 to 150%of the standard amount according to the degree of achievement of the plan for the companywide performance evaluation (KPI).



In regard to bonuses for Executive Directors other than the Representative Director, 70% islinked to the company-wide performance evaluation and 30% is linked to the evaluation of
responsible duties, while the amount of both bonuses is determined within the range of 0 to
150% of the standard amount.



For the portion linked to operational responsibilities, the President will use a standard
evaluation sheet to perform quantitative and qualitative evaluations from the standpoint of
performance and contribution of the Executive Director with respect to the operations forwhich they are responsible. The purpose of this is to improve the incentive of individual
Directors by properly evaluating not only the degree of achievement of targets for businessresults but also the degree of contribution, which cannot be evaluated solely quantitatively.

【KPIs and evaluation ratio of performance-based compensation】
Company-wide
performance
evaluation
Net income
attributable to ownersof the parent
KPI

ROA

Evaluation of
responsible duties

Evaluatedindividually

ROE
OHR
Evaluation
ratio

Representative
Director

100%–

Executive Director
other than the
Representative
Director,

70%

30%

(iii) Non-performance-based compensationFor stock-based compensation stock option, which are medium- to long-term incentive
compensation, the number of share acquisition rights to be allocated is determined and paid
according to the role and position of each individual Director.
(Note) The details of the stock option plan are as set forth in “Matters concerning shareacquisition rights, etc.” section of the Other Matters Subject to the Electronic
Provision Measures (Matters Omitted from Documents Delivered to Shareholders).

44

If a Director needs to live in an area far away from his or her home due to a transfer
associated with a change in their responsibilities or assigned location, the Director isprovided with an appropriate property as company housing (hereinafter, the difference
between the total monthly rent required for the Company to rent the company housing andthe total amount of monthly company housing rent collected from the Director is referred toas “non-monetary remuneration for the provision of company housing”). The company
housing to be provided shall be a general standard property, and the maximum rent shall beestablished in advance based on position and geographical area. The company housing rent
calculated based on the predetermined percentage (if the maximum rent is exceeded, the fullamount of the excess amount is added) shall be collected from the Director as their own
expenses.

(iv) Policy on determining timing or conditions of remuneration, etc.
Basic remuneration shall be paid in a fixed monthly amount on the designated day.

Bonuses shall be paid in an amount determined based on the results of the previous fiscal
year (April to next March) on or after the date of the Annual General Meeting of
Shareholders in June of every year.

For stock-based compensation stock option, the number of share acquisition rights to beallocated to each Director shall be resolved at the meeting of the Board of Directors in Juneof every year and paid in July (advance payment).

Non-monetary remuneration for the provision of company housing shall be paid monthly in
addition to basic remuneration.

(v) Method of determining remuneration, etc., outline of the Committee’s procedures, anddescription of its activities


To ensure transparency and objectivity in determining officer remuneration, etc., it isresolved at meetings of the Board of Directors after deliberation by the Compensation
Committee, which is comprised of a majority of Outside Directors, on the details of
remuneration, etc. and the policy for determining remuneration, etc. The Compensation
Committee also deliberates annually on the appropriateness of the level and composition of
remuneration based on remuneration data and other information provided by external
professional organizations.



The members and chairperson of the Compensation Committee are selected by the Board of
Directors, and the Committee adopts resolutions by a majority of the members present. In
addition, the Company’s rules stipulate that the Board of Directors shall respect thedeliberations of the Committee.

In regard to the amount of remuneration, etc. for Directors (excluding Directors who are
Audit & Supervisory Committee Members), as set forth in the resolution at the General
Meeting of Shareholders (February 26, 2021), the total amount of basic remuneration andbonuses is to be ¥800 million or less per year (¥100 million for Outside Directors), theamount of compensation, etc. provided in the form of stock-based compensation stock
option is to be ¥150 million or less per year, and the amount of non-monetary remuneration
for the provision of company housing is to be ¥2 million or less per month. The above-45

mentioned resolution of the General Meeting of Shareholders does not stipulate the number
of Directors (excluding Directors who are Audit & Supervisory Committee Members)
relating to the amount of remuneration, etc., but as of the effective date of the resolution,
there were ten Directors (excluding Directors who are Audit & Supervisory Committee
Members and three of whom were Outside Directors paid only basic remuneration).


The Company believes it is good for the specific amount of basic remuneration andbonuses, as well as non-monetary remuneration for the provision of company housing, to be
determined flexibly based on certain standards by someone who is familiar with individual
operations and the Company’s situation. The decision is thus entrusted to the President &CEO (Takahiro Yanai until March 31, 2023, and Taiju Hisai from April 1, 2023), who is theRepresentative Director, within the upper limit set forth by resolution of the General
Meeting of Shareholders, based on the policy resolved by the Board of Directors andCompensation Committee. We will take measures to ensure that the authority of the
President & CEO is appropriately exercised as follows.



In regard to stock-based compensation stock option, the number of share acquisition rights
to be allocated to each Director is determined by resolution of the Board of Directors.

(vi) Measures to ensure that the delegated authority is properly exercisedBasic remuneration is determined based on certain pre-established standards (remunerationtable) that are deliberated by the Compensation Committee

The following shall apply to the portion of the bonus linked to the company-wide
performance:

KPI is established according to numerical targets discussed at the Board of
Directors.



The amount to be paid is determined according to the achievement rate of the KPI
based on a predetermined payment coefficient deliberated by the Compensation
Committee.



The results of the company-wide performance evaluation and the amount to be
paid are subsequently reported to the Compensation Committee for verification.
In addition, the following shall apply to the portion of the bonus linked tooperational responsibilities:

After deliberations in advance by the Compensation Committee, an evaluation
sheet (an evaluation sheet providing details on predetermined targets, weighting ofindividual targets, and evaluation criteria) is finalized.



After the individual duties are evaluated based on the evaluation sheet, the results
and amount to be paid are subsequently reported to the Compensation Committee
for verification.



In regard to non-monetary remuneration for provision of company housing, (a) the company
housing to be provided shall be a general standard property, and the maximum rent shall beestablished in advance based on position and geographical area, while (b) the company
housing rent calculated based on the predetermined percentage (if the maximum rent isexceeded, the full amount of the excess amount is added to the rent) shall be collected fromthe Directors as their own expenses.

46

c.

Details and method of determining remuneration, etc. of Directors who are Audit & Supervisory
Committee Members
For Directors who are Audit & Supervisory Committee Members, from the standpoint of
ensuring the fairness of audits, bonuses and stock-based compensation stock option, which
are incentive compensation, shall not be paid. Remuneration shall be limited to basic
remuneration only.

In accordance with the resolution the General Meeting of Shareholders (February 26, 2021),
the amount of remuneration for Directors who are Audit & Supervisory Committee
Members is to be ¥200 million or less per year. The amount of remuneration for Directors
who are Audit & Supervisory Committee Members is to be determined through discussion
by Directors who are Audit & Supervisory Committee Members. The above-mentioned
resolution of the General Meeting of Shareholders does not stipulate the number of
Directors who are Audit & Supervisory Committee Members relating to the amount of
remuneration, etc., but as of the effective date of that resolution, there were five Directors
who are Audit & Supervisory Committee Members.

Type of remuneration

Fixed

Basic remunerationd.

Remuneration
ratio

100%

Details of remuneration
1. For Directors who are Audit & Supervisory Committee Members,from the standpoint of ensuring the fairness of audits, bonuses andstock-based compensation stock option, which are incentive
compensation, shall not be paid. Remuneration shall be limited tobasic remuneration only.

Matters concerning calculation of performance-based compensation


The KPIs for evaluating company-wide performance for bonuses for Executive Directors
are as follows: (1) net income attributable to owners of the parent (weighted at 70%), whichis emphasized in the management strategy as one of the indicators of the Company’s growthand has been announced as a numerical target for the current fiscal year; (2) ROA (weighted
at 10%); (3) ROE (weighted at 10%); and (4) OHR (weighted at 10%). The amount of
performance-based compensation is calculated using the designated formula based on theachievement rate of each KPI.



The results for the fiscal year ended March 31, 2023 are as follows.

KPI

TargetResultAchievement rate

Evaluation weight¥110.0 billion¥116.2 billion

105.6%

70%

ROA

1.1%

1.1%

100.0%

10%

ROE

8.2%

8.2%

100.0%

10%

OHR

54.1%

55.8%

96.3%

10%

Net income attributable toowners of the parent

In addition, for the portion linked to operational responsibilities of Executive Directors
other than the Representative Director, the President, who is the Representative Director,
will use a standard evaluation sheet to perform quantitative and qualitative evaluations fromthe standpoint of performance and contribution. Performance targets are set based on theenvironment of the business in charge, the previous year’s performance, and other factors
according to the responsibilities of each Director, and evaluations are performed taking into47

account the respective performance and contribution.
e.

Reasons for the Board of Directors’ determination that the content of individual remuneration of
Directors (excluding Directors who are Audit & Supervisory Committee Members) for the fiscal year
under review is in line with the policyThe specific amount of basic remuneration and bonuses, as well as non-monetary
remuneration for the provision of company housing are entrusted to the President & CEOwithin the upper limit set forth by resolution of the General Meeting of Shareholders. The
Company has taken measures as described in “Measures to ensure that the delegatedauthority is properly exercised” at b.(vi) above. Furthermore, there is a system for theCompensation Committee and the Audit & Supervisory Committee to confirm that
individual remuneration, etc. for Directors is determined by procedures that are objective
and transparent, and that the content is in line with the policy established by the Company.
As such, the Board of Directors has determined that a system is in place to ensure that thecontent of individual remuneration, etc. for each Director for the fiscal year under review isin line with the remuneration policy.

2) Total amount of remuneration, etc. by officer category, total amount of remuneration, etc. by type, andnumber of eligible officers

Category

Total amount of
remuneration, etc.
(millions of yen)

Total amount of remuneration, etc. by type (millions of
yen)
Fixed
Performanceremuneration
based
Share options
compensation(BasicNumber ofpeopleOther

remuneration)(Bonus)

573

383

95

95

―

12

54

54

―

―

―

5

109

109

―

―

―

7

Of these, Outside Audit &Supervisory Board
Members

47

47

―

―

―

4

Total

683

493

95

95

―

19

Directors(excluding Audit &Supervisory Committee
Members)
Of these, Outside
Directors
Directors(Audit & Supervisory
Committee Members)(Notes) 1. The amount of performance-based compensation (bonus) is the amount of reversal of provision for bonuses for
directors (and other officers) for the fiscal year under review.
2. There were no payments of non-monetary compensation related to the provision of company housing during the
fiscal year under review.

48

3. Policy on determining dividends of surplus, etc.
The Company has pursued its basic policy of returning profits to shareholders through dividends and wehave increased dividends for 24 consecutive terms.
The medium-term target level for the dividend payout ratio is 40% or more in the three-year period fromfiscal 2023 (fiscal year ending March 31, 2024), which is the target period of the 2025 MTMP, and theCompany plans to sustainable increase the total amount of dividends through profit growth.

49

Consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)
Assets
Accounting title
Current assets
Cash and deposits
Installment receivables
Lease receivables and investments in leases
Operating loans receivables
Other operating loans receivable
Lease and other receivables
Securities
Merchandise
Other current assets
Allowance for doubtful accounts
Total current assets

Amount
589,688
231,280
3,264,169
1,691,579
219,632
77,647
3,213
46,064160,487(22,094)
6,261,670

Non-current assets
Property, plant and equipment
Leased assets
Leased assets
Advances on purchases of leased assets
Total leased assets

3,332,834
58,9693,391,803

Other operating assets
Own-used assets
Total property, plant and equipment

219,625
17,4783,628,907

Intangible assets
Leased assets
Leased assets
Total leased assets
Other intangible assets
Goodwill
Other
Total other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Distressed receivables
Deferred tax assets
Other investments and other assets
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Deferred assets
Bond issuance costs
Total deferred assets

Total assets

23,19723,19791,497133,034
224,532
247,730
400,113
99,91233,224
118,840(68,806)
583,284
4,459,922
4,603
4,603

10,726,196

50

Liabilities
Accounting title
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Current portion of bonds payable
Current portion of long-term borrowings
Commercial papers
Current maturities of loans from thesecuritizations of the minimum future rentals on
lease contracts
Lease obligations
Income taxes payable
Deferred profit on installment sales
Provision for bonuses
Provision for bonuses for directors (and otherofficers)
Other current liabilities
Total current liabilities
Non-current liabilities
Bonds payable
Long-term borrowings
Loans from the securitizations of the minimum
future rentals on lease contracts, less current
maturities
Lease obligations
Deferred tax liabilities
Provision for retirement benefits for directors(and other officers)
Retirement benefit liability
Asset retirement obligations
Reserve for contract of insurance
Other non-current liabilities
Total non-current liabilities
Total liabilities
EquityShareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive
incomeShare acquisition rights
Non-controlling interests

Amount160,678
633,099
642,883
959,951
559,485
246,640
19,794
9,381
9,648
15,8902,255
252,6433,512,353
1,582,848
3,253,535
357,662
43,089143,810
110
6,463
40,635
12,055
222,6025,662,813
9,175,166

33,196547,344
710,989(19,158)
1,272,372
14,81753,051
186,545
1,985
256,400

Total equity

2,138
20,118
1,551,029

Total liabilities and equity

10,726,196

Consolidated Statement of Income(April 1, 2022 to March 31, 2023)(Millions of yen)Accounting title

AmountRevenues
Cost of revenues

1,896,231
1,538,904

Gross profit
Selling, general and administrative expenses

357,327
218,600

Operating income
Non-operating income
Interest and dividend income
Share of profit of entities accounted for using equity method
Other non-operating income

138,727
4,375
11,982
8,271

Non-operating expenses
Interest expenses
Other non-operating expenses

7,746
9,533

Recurring income
Extraordinary income
Gain on sale of investment securities
Gain on valuation of investment securities
Gain on step acquisitions

2,996
7,194
1,159

Extraordinary losses
Loss on sale of investment securities
Loss on valuation of investment securities
Loss on sale of shares of subsidiaries and associates
Impairment losses

407
2,369
1,006
479

24,62817,279146,076

Income before income taxes
Income taxes - current
Income taxes - deferred

11,350

4,262
153,164

24,941
10,510Net income

35,451
117,712Net income attributable to non-controlling interests

1,471

Net income attributable to owners of the parent

116,24151

Non-consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)
Assets
Accounting title
Current assets
Cash and deposits

Liabilities
Accounting title

Amount296,931

Installment receivables

Current liabilities
Notes payable - trade159,181

Lease receivables

284,640Investments in leases

1,296,842

Operating loans receivables
Loans receivable from subsidiaries and associates

252,882
1,254,204

2,967

Accounts payable - trade

90,984

Short-term borrowings

196,853

Current portion of bonds payable

363,730

Current portion of long-term borrowings

435,695

Commercial papers

448,500
68,723
16,446
2,385

Other operating loans receivable

57,807

Lease and other receivables

13,997

Current maturities of loans from the securitizations of theminimum future rentals on lease contracts
Lease obligations

Securities

1,116

Accounts payable - other

Merchandise

924

Income taxes payable

Advance payments to suppliers

Amount214

3,157

Accrued expenses

Prepaid expenses

4,438

Advances received - lease

29,711Other current assets

49,562

Deposits received

11,535(4,943)

Unearned revenue

Allowance for doubtful accounts
Total current assets

3,670,743

Non-current assets
Property, plant and equipment

21,894

2

Deferred profit on installment sales

7,188

Provision for bonuses

3,580

Provision for bonuses for directors (and other officers)

Leased assets

Asset retirement obligations

Leased assets
Advances on purchases of leased assets
Total leased assets

468
2,785

183,793

Other current liabilities

6,441

484

Total current liabilities

1,710,108

184,277

Non-current liabilities

Own-used assets

Bonds payable

1,038,240

Buildings

722

Long-term borrowings

1,545,116

Structures

28

35,570Equipment
Land

856

Loans from the securitizations of the minimum future rentals on
lease contracts, less current maturities
Lease obligations

678

Long-term guarantee deposits received

52,689Total own-used assets

2,286

Total property, plant and equipment

186,564

33,119Provision for retirement benefits

3,216

Asset retirement obligations

17,273

Intangible assets

Other non-current liabilities

1,420

Leased assets

Total non-current liabilities

2,726,645

Total liabilities

4,436,754

Leased assets

22,606

Total leased assets

22,606EquityOther intangible assets
Goodwill

8,469

Other

8,390

Shareholders’ equity
Share capital

Total other intangible assets

16,860Capital surplus

Total intangible assets

39,467

Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in other securities of subsidiaries and associates
Investments in capital

93,2281,061,962

33,196

Legal capital surplus

33,802Other capital surplus

509,108

Total capital surplus

542,911Retained earnings

188,9530Legal retained earnings
Other retained earnings

638
389,126

Distressed receivables

7,202

General reserve

72,035Long-term prepaid expenses

11,314Retained earnings brought forward

317,091

Long-term guarantee deposits

14,184

Total retained earnings

389,764

Prepaid pension costs

179

Deferred tax assets

39,345

Other investments and other assets

5,793

Treasury shares(19,158)

Total shareholders’ equity

946,713

Allowance for doubtful accounts(4,283)

Total investments and other assets

1,417,882

Valuation and translation adjustments
Valuation difference on available-for-sale securities

10,845

Total non-current assets

1,643,913

Deferred gains or losses on hedges(78,484)

Deferred assets

Total valuation and translation adjustments

Bond issuance costs

3,309

Total deferred assets

3,309
Total assets

Share acquisition rights

5,317,966

52(67,639)
2,138

Total equity

881,212

Total liabilities and equity

5,317,966

Non-consolidated Statement of Income(April 1, 2022 to March 31, 2023)(Millions of yen)Accounting title

AmountRevenues
Lease sales
Installment sales
Revenue - operating loans
Other revenues

650,724
61,593
27,91624,272

764,506

Cost of revenues
Lease costs
Installment costs
Capital costs
Other cost of sales

591,254
57,88019,011
7,223

675,371

Gross profit
Selling, general and administrative expenses

89,13557,575

Operating income
Non-operating income
Interest and dividend income
Other non-operating income

31,56073,5508,704

Non-operating expenses
Interest expenses
Other non-operating expenses

26,4397,466

Recurring income
Extraordinary income
Gain on sale of investment securities
Gain on sale of investments in other securities of subsidiaries andassociates

82,25533,90579,910

2,882
291

3,173

Extraordinary losses
Loss on sale of investment securities
Loss on valuation of investment securities
Loss on valuation of shares of subsidiaries and associates

374
1,795
178

2,348

Income before income taxes
Income taxes - current
Income taxes - deferred

745(2,215)80,734

Net income(1,469)82,20453