[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 10, 2022
NOTICE OF CONVOCATION OF
THE 51st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 51st Annual General Meeting of Shareholders (the “Meeting”)
of Mitsubishi HC Capital Inc. (the “Company”) will be held as described below.
The Company suggests that you, regardless of your health condition, exercise your voting rights
by returning the completed voting form to the Company or electromagnetically (via the Internet) andconsider refraining from attending the Meeting in person.
Please review the attached “Reference Materials Concerning the General Meeting of
Shareholders” and exercise your voting rights.
Yours very truly,
Mitsubishi HC Capital Inc.
Takahiro Yanai
Representative Director, President & CEO
5-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo

1

PARTICULARS
1. Date and Time of the Meeting:

Tuesday, June 28, 2022, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)

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

3. Matters to be dealt with at the Meeting:
Matters for Reporting:
1. The Details of Business Report for the 51st Fiscal Year (from April 1, 2021 to March 31,2022) and the Consolidated Financial Statements, and Results of the Audit of theConsolidated Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee.
2. The Details of the Financial Statements for the 51st Fiscal Year (from April 1, 2021 toMarch 31, 2022).
Matters for Resolution:
First Item of BusinessPartial Amendments to the Articles of Incorporation

Second Item of BusinessElection of 10 (Ten) Directors (Excluding Directors
who are Audit and Supervisory Committee Members)

Third Item of BusinessElection of 4 (Four) Directors who are Audit andSupervisory Committee Members- End -◎◎Of the documents required to be provided at the time of this notice of convocation of the Meeting,the following items are not included in the attached documents for this notice of convocation of
the Meeting, as they are disclosed on the Company’s website (https://www.mitsubishi-hccapital.com/), pursuant to laws and regulations, and the provisions of Article 15 of the Articles
of Incorporation of the Company. The Consolidated Financial Statements and the Financial
Statements audited by the Audit and Supervisory Committee and the Accounting Auditor in
preparing the Audit Reports and Accounting Audit Reports comprise the documents included in
the attached documents, and items (5) through (8) below, which are disclosed on our website.
(1) Matters concerning stock acquisition rights, (2) Matters concerning the Accounting
Auditor, (3) Overview of resolutions of the Board of Directors concerning the developmentof the system for ensuring appropriate business operation, (4) Overview of the operating
status of the system for ensuring appropriate business operation, (5) Consolidated statementof changes in equity, (6) Notes on consolidated financial statements, (7) Non-consolidated
statement of changes in equity, and (8) Notes on non-consolidated financial statements(Note) (2) is presented in the section titled “Status of the accounting auditor.” (3) and (4)are presented in the same section, titled “System for ensuring appropriate business
operation and overview of its operating status.”
If any matters included in the attached documents and Reference Materials Concerning theGeneral Meeting of Shareholders are to be modified, we will post the revised matters on our
website (https://www.mitsubishi-hc-capital.com/).

2Request to Shareholders to Prevent the Infection and Spread of Novel Coronavirus (COVID-19)
◎

◎

◎

◎

◎

To prevent the spread of the novel coronavirus (COVID-19) as well as risks of infection to ourshareholders, we suggest that shareholders exercise their voting rights by returning thecompleted voting form to the Company or via the Internet and carefully consider attending theMeeting in person.
Shareholders planning to attend the Meeting in person are requested to check the latest COVID19 status in Japan on the date of the Meeting and their own health condition before attending
the Meeting, as well as take appropriate precautions such as wearing masks to prevent infection.
Shareholders attending in person may be asked to take their temperature before entering thevenue and disinfect their hands with alcohol disinfectant. As part of our prevention measure,shareholders who are found to have poor health may not be permitted to enter the venue. In
addition, the number of available seats at the venue will be limited to allow more spacing
between shareholders, and we may need to restrict admission of shareholders who come to thevenue.
Officers and operating staff at the venue will be wearing masks. In addition, although the number
of officers attending at the Meeting may be limited to a certain extent because of the limited
number of seats available, any questions from our shareholders will be answered by those
officers attending at the Meeting. We appreciate your kind understanding.
Should any material changes arise to the operation of the Meeting in response to the latest
COVID-19 status, new information will be posted on the Company’s website. If you have any
questions, please contact us via our website.
The Company’s website: https://www.mitsubishi-hc-capital.com/

3

Guidance on Exercising Voting Rights
If refraining from attending the Meeting▌Exercise of voting rights in writing (voting right exercise form)
Please indicate your votes for or against the items of business on the enclosed voting
right 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 any item of business,
we will deem that you have voted for that item of business.
Deadline ►►► Monday, June 27, 2022, reach the Company no later than
5:10 p.m.
▌Exercise of voting rights via the Internet
Please access the voting right 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 27, 2022, no later than 5:10 p.m.
For details, please review the “Instructions for Exercising Voting Rights via theInternet” shown on page 5.
If any voting right is exercised both via the Internet and by voting right exercise form, the one
exercised via the Internet will be deemed valid. In cases where any voting right is exercised
more than once via the Internet, the last voting right exercised will be deemed valid.
Electronic Voting
Right Exercise
Platform

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

If attending the Meeting in person
If you are attending the meeting in person, please read the instructions on the previous
page and submit the enclosed voting right 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 28, 2022, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)4

<Instructions for Exercising Voting Rights via the Internet>
Please use your “login ID” and “temporary password” provided on the voting right exercise form to log
on to the voting right exercise website (https://evote.tr.mufg.jp/), and state your approval or disapproval
by following the instructions on the screen. Please note that the website is available in Japanese only.
Note

If you wish to change the content of your voting after exercising voting right once by scanning
the QR Code, please re-scan the QR code and enter your “login ID” and “temporary password”
provided on the voting right exercise form.
Corporate Agency Division
For inquiries regarding the system, etc. Mitsubishi UFJ Trust and Banking Corporation(Helpdesk)
Phone: 0120-173-027 (Business hours: from 9:00 a.m.
to 9:00 p.m., toll-free within Japan)

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 can see it from anywhere.
In addition, in order to receive a number of opinions by shareholders, we are accepting priorquestions 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.

5[TRANSLATION]
REFERENCE MATERIALS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERS
Items of Business and Reference MattersFirst Item of BusinessPartial Amendments to the Articles of Incorporation

1. Reasons for the Proposal
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on
September 1, 2022. In line with this amendment, a system for electronic provision of materials
for general meetings of shareholders will be introduced; accordingly, the Company kindly
requests partial amendments to the Articles of Incorporation as follows:(1) Paragraph 1, Article 15 of the proposed amendments shall be newly established as theCompany will be obliged to stipulate in its Articles of Incorporation that it takes measuresfor electronic provision of information included in the reference materials for general
meetings of shareholders, etc.;(2) Paragraph 2, Article 15 of the proposed amendments shall be newly established, so that,among the matters for which measures will be taken for electronic provision of information
included in the reference materials for general meetings of shareholders, etc., the scope ofmatters to be described in the hardcopies of documents to be sent to shareholders who haverequested them, will be limited to the scope stipulated under the Ordinance of the Ministryof Justice;(3) Upon the introduction of the system for electronic provision of materials for general
meetings of shareholders, the provision of Article 15 of the current Articles of Incorporation
will become unnecessary and will therefore be deleted; and(4) Supplementary provisions related to the effectiveness of the above provisions to be newly
established or deleted shall be established. The supplementary provisions shall be deleted
on the day on which six (6) months have elapsed from September 1, 2022 or the day on
which three (3) months have elapsed from the day of the general meeting of shareholders
held within six (6) months from September 1, 2022, whichever is later.
2. Details of the Proposed Amendments
The proposed amendments shall be as follows.
Current Articles of Incorporation
Article 15. (Disclosure via Internet and Deemed
Provision of Reference Materials for General
Meeting of Shareholders, Etc.)
In connection with the convocation of a general
meeting of shareholders, the Company candeem that shareholders have been provided withsuch information concerning matters to be
described or indicated in the reference materials
for the general meeting of shareholders,

6

Proposed Amendments[Deleted]

Current Articles of Incorporation
Proposed Amendments
business reports, financial statements, andconsolidated financial statements by disclosing
such information via the internet in accordancewith the Ordinance of the Ministry of Justice.
[Newly established]
Article 15 (Measures for Electronic Provision,
Etc.)
1. The Company shall, when convening ageneral meeting of shareholders, take measuresfor electronic provision of information included
in reference documents for general meetings ofshareholders, etc.
2. Among the matters for which measures forelectronic provision are to be taken, theCompany shall not be required to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the hardcopies of
documents to be sent to shareholders who haverequested them by the record date for voting
rights.
Supplementary Provisions
Article 2 (Transitional Measures concerning
Measures for Electronic Provision of Reference
Documents for General Meetings ofShareholders, Etc.)[Newly established]

1. The deletion of Article 15 (Disclosure via
Internet and Deemed Provision of Reference
Materials for General Meeting of Shareholders,Etc.) of the current Articles of Incorporation(“Article 15 of the Pre-amendment Articles ofIncorporation”) and the new establishment of
Article 15 (Measures for Electronic Provision,Etc.) of the proposed amendments shall become
effective on the enforcement date of theamended provisions stipulated in the proviso of
Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (ActNo. 70 of 2019) “Enforcement Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 of the Preamendment Articles of Incorporation shallremain in force with respect to a general meetingof shareholders to be held on a date within six(6) months from the Enforcement Date.

7

Current Articles of Incorporation

Proposed Amendments
3. Article 2 of the Supplementary Provisions
hereof is to be deleted on the day on which six(6) months have elapsed from the Enforcement
Date or the day on which three (3) months haveelapsed from the day of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.
4. The provisions of Article 15 of the Preamendment Articles of Incorporation are as set
forth below:
Article 15. (Disclosure via Internet and Deemed
Provision of Reference Materials for General
Meeting of Shareholders, Etc.)
In connection with the convocation of a general
meeting of shareholders, the Company can deemthat shareholders have been provided with suchinformation concerning matters to be describedor indicated in the reference materials for thegeneral meeting of shareholders, business
reports, financial statements, and consolidated
financial statements by disclosing suchinformation via the internet in accordance with
the Ordinance of the Ministry of Justice.

8

(Reference) List of Candidates for the Second and Third Items of Business
The candidates for the second and third items of business are as follows.
Second Item of Business
NumberElection of 10 (Ten) Directors (Excluding Directors who are
Audit and Supervisory Committee Members)
Current Position andResponsibility at theCompany

Candidate’s Name

Representative
Director, Chairman
Representative
Director, President &CEO
Representative
Director, Deputy
President
overall operation
Director, Deputy
President
Customer Solutions
Unit
Deputy President
overall Corporate
CenterGlobal Business Unit
Director, Managing
Executive Officer
Head of Corporate &Strategic Planning
DivisionCo-head of Treasury& Accounting
Division1

Reappointment

Mr. Seiji Kawabe

2

Reappointment

Mr. Takahiro
Yanai

3

Reappointment

Mr. Kanji
Nishiura

4

Reappointment

Mr. Kazumi Anei

5

New appointment

Mr. Taiju Hisai

6

Reappointment

Mr. HaruhikoSato7

Reappointment

Mr. Hiroyasu
Nakata8

Reappointment

Ms. Yuri Sasaki

Independent
Director

Director

9

Reappointment

Mr. Go Watanabe

Outside Director

Director

10

New appointment

Mr. Takuya Kuga

Outside Director

Areas of Expertise (Note)
Management

Finance

●

●

●

●

Accounting

Law●

Global

●

●

●

●

●

●

●

Outside Director
Independent
Director●

Director

Outside Director

9

●
●
●

●

●
●

Third Item of BusinessElection of 4 (Four) Directors who are Audit and Supervisory
Committee Members

Candidate’s Name

Current Position andResponsibility at theCompany

New appointment

Mr. AkiraHamamoto2

Reappointment

Mr. Koichiro
Hiraiwa3

Reappointment

Ms. Hiroko
Kaneko4

New appointment

Mr. Masayuki
Saito

Number1

Areas of Expertise (Note)
Management

Finance

Senior Managing
Executive Officer
In charge ofInternal Audit
Department●●

Director●●

Accounting

Law

Global●Outside Director
Independent
Director
Outside Director
Independent
Director●

Director

Outside Director●

Independent
Director

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; Accounting: Financial
accounting; Law: Legal affairs, compliance, and risk management; Global: Global business10●

Second Item of BusinessElection of 10 (Ten) Directors (Excluding Directors who are
Audit and Supervisory Committee Members)

The terms of office of all 10 (ten) 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 10 (ten) Directors.
NumberCandidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1980
August 2000
October 2000

April 2002
April 2003
September 2007
April 2008
April 2009

1

Reappointment
Seiji Kawabe(September 3, 1955)

April 2012

April 2014
April 2015

April 2016
June 2016
June 2019
April 2021

Joined Hitachi Leasing Corp. (currently theCompany)
General Manager of Sales Dept. II, Kansai
Branch Office of Hitachi Leasing Corp.
General Manager of Sales Dept. II, Kansai
Corporate Sales Branch I, Kansai Sales
Division of Hitachi Capital Corporation(Hitachi Capital)
Head of Kansai Corporate Sales Branchand General Manager of Sales Dept. II,
Kansai Sales Division of Hitachi Capital
Head of Sales Division I of Hitachi Capital
Co-head of Corporate Sales & Marketing
Division and Co-head of Tokyo Sales
Division II of Hitachi Capital
Vice President, Executive Officer, and Cohead of the Corporate Sales & Marketing
Division of Hitachi Capital
Vice President, Executive Officer, andHead of the Corporate Sales & Marketing
Division of Hitachi Capital
Senior Vice President and Executive
Officer, in charge of Corporate Business,
Hitachi Group Business and Financial
Services Business of Hitachi Capital
Senior Vice President, Executive Officer,
and Chief Marketing Officer of Hitachi
CapitalSenior Vice President, Executive Officer,
Chief Marketing Officer, Head of the
Corporate Sales & Marketing Division, andHead of the Service Business Division of
Hitachi Capital
Representative Executive Officer, President
and Chief Executive Officer of Hitachi
Capital
Director, Representative Executive Officer,
President, Chief Executive Officer ofHitachi Capital
Audit & Supervisory Board Member ofCredit Information Center Corp. (CIC)(incumbent)
Representative Director, Chairman of theCompany (incumbent)

11

Number ofCompany’s
SharesOwned

125,000

Reasons for proposing the candidate as Director
Mr. Seiji Kawabe had served as the Representative Executive Officer, President and Chief Executive
Officer of Hitachi Capital Corporation since 2016, and has chaired the Board of Directors as
Representative Director and Chairman of the Company since 2021. He has a wealth of knowledge andexperience in managing the operation of the Company as it expands globally. We have deemed him to be
the best candidate to take responsibility for supervising business and to aim for further improvement of
the soundness of the management of Company and enhancement of corporate value over the medium tolong term as the Representative Director and Chairman. We are therefore reappointing him as a candidate
for Director.

12Number

Candidate’s Name
(Date of Birth)

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

2

Number ofCompany’s
Shares
Owned

Joined The Mitsubishi Bank, Ltd.
(currently MUFG Bank, Ltd.)May 2012
Managing Executive Officer of The Bankof Tokyo-Mitsubishi UFJ Ltd. (BTMU)Managing Officer of Mitsubishi UFJ
Financial Group, Inc. (MUFG)
June 2015
Managing Director of BTMUManaging Executive Officer of MUFG
May 2016
Senior Managing Executive Officer ofReappointment
BTMU
17,900Takahiro Yanai
June 2017
President & CEO of Mitsubishi UFJ Lease(May 4, 1958)& Finance Company Limited (currently theCompany)
Concurrently served as Executive Officerof Mitsubishi UFJ Lease & Finance
Company Limited
April 2021
Representative Director, President & CEOof the Company (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
Reasons for proposing the candidate as Director
Since 2017, Mr. Takahiro Yanai had served as the President & CEO of Mitsubishi UFJ Lease & Finance
Company Limited as the chief of business execution based on a wealth of management experience atmajor Japanese financial institutions. He has deep knowledge based on his experience leading themanagement of the Company as it expands globally, as well as a wealth of management experience. We
have deemed him to be the best candidate to take command of business as the Representative Director,
President & CEO and to aim for the Company's sustainable growth and improvement of corporate value
over the medium to long term. We are therefore reappointing him as a candidate for Director.

13

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1980
January 2003
April 20093

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Seconded to Metal One Corporation
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 Div., andGeneral Manager, MDP Department of
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 &Reappointment
Coordination, Global Research,
1,800
Kanji NishiuraInternational Economic Cooperation,
Logistics Management, (Concurrently)(February 11, 1958)
Regional CEO, Asia & Oceania of
Mitsubishi Corporation
June 2018
Member of the Board, 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
Member of the Board, 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)
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.

14

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

4

April 2016
Reappointment
Kazumi Anei
(September 18, 1960)
April 2017

April 2018

April 2019

April 2020

April 2021
May 2021

Joined Hitachi Leasing Corp. (currently theCompany)
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, and Headof Business Enhancement Division (incharge of Europe and the Americas) of
Hitachi Capital
Director, Senior Managing Executive
Officer of the Company
Director, Deputy President of the Company(incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)

15

Number ofCompany’s
SharesOwned

44,600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.

16

Number

Candidate’s Name
(Date of Birth)

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

5

Number ofCompany’s
Shares
Owned

Joined The Mitsubishi Bank, Ltd.
(currently MUFG Bank, Ltd.)
July 2011
General Manager, CIB Division for theAmericas, Headquarters for the Americasof The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (BTMU)
July 2012
General Manager, Corporate Banking
Division for Europe, Middle East andAfrica, European Headquarters of BTMU
June 2014
Executive Officer, General Manager,
Corporate Banking Division for Europe,
Middle East and Africa, European
Headquarters of BTMU
September 2014
Executive Officer, Regional Executive for
India
Concurrently served as Deputy General
New appointment
Manager, Corporate Banking Division for
1,600
Asia and Oceania, Asia and Oceania
Taiju Hisai
Headquarters of BTMU (Special(April 27, 1962)
appointment)
May 2016
Managing Executive Officer
in charge of Corporate Banking Credit
Division, Credit Division and Investment
Banking Division of BTMU
April 2018
Managing Executive Officer
and General Manager,
Corporate Banking Group No. 1 of MUFG
Bank, Ltd. (MUFG Bank)
April 2019
Senior Managing Executive Officer andGeneral Manager, Corporate Banking
Group No. 1 of MUFG Bank
June 2021
Deputy President of the Company(incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
Reasons for proposing the candidate as Director
Since 2021, Mr. Taiju Hisai has served as the Deputy President and an Executive Officer of the Company
and has led the overall business of the Company based on a wealth of management experience at a major
Japanese financial institution. 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’ssustainable growth and improvement of corporate value over the medium to long term as an Executive
Director, and are therefore appointing him as a new candidate for Director.

17

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
March 2014

6

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Mitsubishi International GmbH
Moscow Office of Mitsubishi Corporation
Treasurer Office of Mitsubishi Corporation
Senior Vice President, Corporate Staff
Reappointment
Section and CFO of Mitsubishi
0Haruhiko Sato
Corporation (Americas)(June 19, 1965)
April 2019
General Manager, Power Solution
Administration Department of Mitsubishi
Corporation
April 2021
Director, Managing Executive Officer of
the Company (incumbent)
Reasons for proposing the candidate as Director
Mr. Haruhiko Sato 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 thebusiness management of the Company as it expands globally. We expect him to utilize this backgroundand 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.

18

Number

Candidate’s Name
(Date of Birth)

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

7

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,
Reappointment
Hitotsubashi University
Outside Director
April 2003
Trustee of Hitotsubashi University
Independent Director April 2008
Professor at The University of Tokyo
Hiroyasu Nakata
Graduate Schools for Law and Politics and(August 29, 1951)
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 the Company)
April 2021
Director of the Company (incumbent)(Important Status in Other Companies)

Number ofCompany’s
SharesOwned

0－

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 the GovernanceCommittee, Nomination Committee and Compensation Committee.
Attendance at Board of Directors meetings (FY2021): 12 out of 14 times (85%)
Term of office as an Outside Director: 1 year and 3 months

19Number

Candidate’s Name
(Date of Birth)

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

8

Number ofCompany’s
Shares
Owned

Assistant of 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 of University ofWashington
April 2007
Professor of Faculty of Economics, Meiji
Gakuin University (incumbent)
Reappointment
June 2014
Director of JBA TIBOR Administration(incumbent)
Outside Director
900
Expert Committee Member of Financial
Independent Director January 2015
System Council of Financial Services
Yuri Sasaki
Agency (incumbent)(May 26, 1967)
November 2015
Visiting Scholar of 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)(Important Status in Other Companies)
Professor of Faculty of Economics, Meiji Gakuin University
Director, Meiji Yasuda Life Insurance Company (Scheduled toassume the position effective July 5, 2022)
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.
Attendance at Board of Directors meetings (FY2021): 14 out of 14 times (100%)Term of office as an Outside Director: 1 year and 3 months

20

Number

Candidate’s Name
(Date of Birth)

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

9

Number ofCompany’s
Shares
Owned

Joined The Mitsubishi Bank, Ltd.
(currently MUFG Bank, Ltd.)
August 2007
General Manager, Corporate Banking
Human Resources Division of The Bank ofTokyo-Mitsubishi UFJ, Ltd. (BTMU)
April 2008
General Manager, European Planning
Division, European Headquarters of
BTMU
June 2009
Executive Officer of BTMU
Deputy President, General Manager of
Shanghai Branch of The Bank of TokyoMitsubishi UFJ (China), Ltd.
July 2011
Executive Officer, General Manager,
Global Corporate Banking Division of
Reappointment
BTMU
Outside Director
May 2012
Managing Executive Officer, General
3,000Manager, Nagoya Sales Headquarters of
Go Watanabe
BTMU(September 19, 1958)
June 2013
Managing Executive Officer, Chief
Executive Officer, Asian and Oceanian
Headquarters of BTMU
July 2013
Managing Officer of Mitsubishi UFJ
Financial Group, Inc.
July 2016
First Senior Vice President of Nidec
Corporation
September 2020 Chairman of MST Insurance Service Co.,
Ltd. (incumbent)
June 2021
Director of the Company (incumbent)(Important Status in Other Companies)
Audit & Supervisory Board Member of MITSUBISHI GASCHEMICAL COMPANY, INC. (Scheduled to assume theposition effective June 28, 2022)
Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Go Watanabe has a wealth of management experience at a major Japanese financial institution andmanufacturing company, as well as deep knowledge in Japanese and international financial business. We
expect him to use his experience and knowledge 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. Mr. Watanabe had previously served at
Mitsubishi UFJ Financial Group, Inc., a major shareholder of the Company (six years have passed since
his resignation as of the end of June 2022). The Nomination Committee, the majority of which consistsof independent outside directors, deems that utilizing Mr. Watanabe’s management experience andextensive knowledge in areas such as finance and international business in the management of theCompany will lead to the improvement the Company’s corporate value and contribute to the enhancementof the interests of all shareholders including minority shareholders. We expect him to use his knowledge
to contribute 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 (FY2021): 9 out of 9 times (100%)Term of office as an Outside Director: 1 year and 0 months

21

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1986
April 200810

New appointment
Outside Director
Takuya Kuga
(December 5, 1963)

Joined Mitsubishi Corporation
Seconded to Diamond Realty Management
Inc.
May 2008
President & Representative Director of
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 and Division COO,
Real Estate Business Division of Mitsubishi
Corporation
April 2019
Senior Vice President and Division COO,
Urban Infrastructure Division of Mitsubishi
Corporation
November 2019
Senior Vice President and General Manager,
Urban Development Group CEO Office of
Mitsubishi Corporation
April 2022
Executive Vice President and Group CEO,Urban Development Group of Mitsubishi
Corporation (incumbent)(Important Status in Other Companies)
Executive Vice President and Group CEO, Urban Development
Group of Mitsubishi Corporation

Number ofCompany’s
Shares
Owned

22

0

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. We
expect him to use his experience and knowledge from a practical perspective to contributeto appropriate decision making and supervision of overall management by the Board of
Directors as an Outside Director. We are therefore appointing him as a new candidate for
Director. Mr. Kuga concurrently serves as the Executive Vice President of Mitsubishi
Corporation, a major shareholder of the Company. The Nomination Committee, the majorityof which consists of independent outside directors, deems that utilizing Mr. Kuga’smanagement experience and extensive knowledge in areas such as international business inthe management of the Company will lead to the improvement the Company’s corporate
value and contribute to the enhancement of the interests of all shareholders including
minority shareholders. We expect him to use his knowledge to contribute 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, andfairness of the management of the Company as a member of the Governance Committee,
Nomination Committee and Compensation Committee.
1.
2.
3.
4.
5.

6.

7.

8.

0

Ms. Yuri Sasaki will assume the position of Director of Meiji Yasuda Life Insurance Company, effective
July 5, 2022.
Mr. Go Watanabe will resign from the position of Chairman of MST Insurance Service Co., Ltd. effective
June 27, 2022 and assume the position of Audit & Supervisory Board Member of MITSUBISHI GASCHEMICAL COMPANY, INC. effective June 28, 2022.
There are no special interests between each candidate and the Company.
Mr. Hiroyasu Nakata, Ms. Yuri Sasaki, Mr. Go Watanabe, 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 the Companies Act.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto agreements (Liability Limitation Agreements) with Mr. Hiroyasu Nakata, Ms. Yuri Sasaki, and Mr.
Go Watanabe to limit their liability for damages, to the extent of the minimum 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. With regards to Mr. Takuya Kuga, the Company plans to newly enter into an agreementwith the same terms and conditions.
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 a claim fordamages submitted by a shareholder or a third party, etc., said insurance agreement shall cover 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 in said 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 is approved, theCompany 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 thatthey will be able to properly perform their duties as Outside Directors for the reasons stated in “Reasonsfor proposing the candidate as Director and roles expected of the candidate.”

23

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 compensation of each Director (excluding those who are Audit and Supervisory Committee
members) and that the content of such remuneration is appropriate.

24Third Item of BusinessElection of 4 (Four) Directors who are Audit and Supervisory
Committee Members

The terms of office of all 4 (four) Directors who are Audit and Supervisory Committee members
will expire at the close of this Meeting. Accordingly, you are hereby requested to newly elect 4(four) Directors who are Audit and Supervisory Committee members. Although the number of
Directors who are Audit and Supervisory Committee members will be reduced by one, we
believe that the effectiveness of audits will continue to be ensured in light of the current statusof the Company's audit system, including cooperation with internal audit division.
The Company has already obtained approval from the Audit and Supervisory Committee withrespect to the proposal of this item of business.

NumberCandidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1983

Joined The Tokai Bank, Ltd.
(currently MUFG Bank, Ltd.)
Executive Officer and General Manager,
Internal Audit Division of Mitsubishi
UFJ Financial Group, Inc. (MUFG)
Executive Officer and Deputy General
Manager, Global Compliance Division of
MUFG
Concurrently served as Deputy General
Manager, Corporate Risk Management
Division of MUFG
Executive Officer and General Manager,
Global Compliance Division of The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
(BTMU)
Concurrently served as Senior Manager,
Information Security Management Officeof BTMU
Concurrently served as Senior Manager,
Information Systems Planning Office,Information Systems Division of BTMU(Special appointment)
Managing Executive Officer andGeneral Manager, Corporate Banking
Division No.2 of BTMUManaging Corporate Executive andGroup CCO of MUFG
Concurrently served as Group CLO(Chief Legal Officer) of MUFG
Managing Director and CCO of BTMU
Concurrently served as CLO of BTMU
Senior Managing Corporate Executive
and Group CCO of MUFG
Concurrently served as Group CLO of
MUFG
Director and Senior Managing Executive
Officer and CCO of BTMU

June 2010
May 2011

1

New appointment
Akira Hamamoto(May 19, 1960)
May 2013
June 2015

June 201725

Number ofCompany’s Shares
Owned

1,500

Concurrently served as CLO of BTMU
Member of the Board of Directors andFull-time Member of the Audit &Supervisory Committee of MUFG Bank,
Ltd.
June 2021
Senior Managing Executive Officer of theCompany (incumbent)
Reasons for proposing the candidate as Director who is an Audit and Supervisory Board member
Since 2021, Mr. Akira Hamamoto has served as the Senior Managing Officer of the Company based ona wealth of management experience at major Japanese financial institutions and experience as a full-time
Audit & Supervisory Committee Member, and had contributed to ensuring sound management of theCompany as an executive in charge of Internal Audit Department. We expect him to use his experienceand knowledge to contribute to ensuring sound management of the Company as a Director who is an
Audit and Supervisory Committee member. We are therefore appointing him as a new candidate for
Director (Audit and Supervisory Committee Member).
June 201926

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1974
May 1997

2

Number ofCompany’s
Shares
Owned

Joined Bank of Japan
General Manager of Okayama Branch,
Bank of Japan
January 2002
General Manager of Kyoto Branch, Bankof JapanApril 2004
Head of Business Planning Department,
Financial Business Division, NTT DATA
Corporation
June 2005
Head of Financial Strategy Business
Promoting Office, Financial Business
Division, NTT DATA Corporation
July 2008
Head of Financial Business Planning
Office,Financial Business Planning andReappointment
Administration Department, NTT DATA
Outside Director
Corporation
9,000
Independent Director March 2009
President & Representative Director, theKoichiro Hiraiwa
Kyoto Hotel, Ltd.
(January 2, 1950)
March 2015
Director, Allied Telesis Holdings K.K.
Representative Director, Apua Consulting
Inc.
June 2015
Director, Hitachi Capital Corporation(currently the Company)
December 2017
Representative Director, Dream EstateTokyo Inc. (incumbent)
June 2019
Chairman, Hitachi Capital Corporation
April 2021
Director (Audit and Supervisory
Committee Member) of the Company(incumbent)(Important Status in Other Companies)
Representative Director, Dream Estate Tokyo Inc.
Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Koichiro Hiraiwa has extensive knowledge through experience at a Japanese central bank and aleading Japanese telecommunications company, and through management of a major hotel. He hadcontributed to appropriate decision making and supervision of overall management by the Board of
Directors, as well as to neutral and objective audits. We are therefore reappointing him as a candidate for
Director (Audit and Supervisory Committee member). We expect him to use his knowledge to contributeto ensuring the soundness of the management of the Company as an independent Outside Director froman objective perspective independent of executive management responsible for executing business and tocontribute to the improvement of the soundness, transparency, and fairness of the management of theCompany as a member of the Governance Committee, Nomination Committee and Compensation
Committee.
Attendance at Board of Directors meetings (FY2021): 14 out of 14 times (100%)
Attendance at Audit and Supervisory Committee meetings: 12 out of 12 times (100%)Term of office as an Outside Director: 1 year and 3 months

27

Number

Candidate’s Name
(Date of Birth)

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

3

Number ofCompany’s
Shares
Owned

Joined The Sapporo Television
Broadcasting Co., Ltd.
October 1989
Joined Ota Showa Audit Corporation(currently ERNST & YOUNG
SHINNIHON LLC)
February 1993
Registered as certified public accountant
May 2007Partner, ERNST & YOUNG SHINNIHON(currently ERNST & YOUNG
SHINNIHON LLC)
July 2010
Senior Partner, ERNST & YOUNG
SHINNIHON LLC
April 2018
Professor at Waseda Graduate School of
Accountancy (incumbent)
Reappointment
June 2018
Audit & Supervisory Board Member, The
Outside Director
Shoko Chukin Bank, Ltd. (incumbent)
0
Director, Kanagawa Chuo Kotsu Co., Ltd.
Independent Director June 2019
(incumbent)
Hiroko Kaneko
June 2020
Audit & Supervisory Board Member of(March 28, 1958)
Mitsubishi UFJ Lease & Finance Company
Limited (currently the Company)
February 2021
Member of Business Accounting Council,
Financial Services Agency (incumbent)
April 2021
Director (Audit and Supervisory
Committee Member) of the Company(incumbent)
March 2022
Member of the Board, The Yokohama
Rubber Co., Ltd. (incumbent)(Important Status in Other Companies)
Professor at Waseda Graduate School of Accountancy
Director, Kanagawa Chuo Kotsu Co., Ltd.
Member of the Board, The Yokohama Rubber Co., Ltd.
Reasons for proposing the candidate as Director and roles expected of the candidate
Ms. Hiroko Kaneko has a wealth of experience at a major audit firm and as a university professor, as well
as deep knowledge as an accounting expert. She had contributed to appropriate decision making andsupervision of overall management by the Board of Directors, as well as to neutral and objective audits.
We are therefore reappointing her as a candidate for Director (Audit and Supervisory Committee
member). We expect her to use her knowledge to contribute to ensuring the soundness of the managementof the Company 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 the GovernanceCommittee, Nomination Committee and Compensation Committee.
Attendance at Board of Directors meetings (FY2021): 13 out of 14 times (92%)
Attendance at Audit and Supervisory Committee meetings: 12 out of 12 times (100%)Term of office as an Outside Director: 1 year and 3 months

28

Number

Candidate’s Name
(Date of Birth)

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

4

Number ofCompany’s
Shares
Owned

Joined Dainippon Ink and Chemicals,
Incorporated (currently DIC Corporation)
April 2008
Executive Officer and Head of Finance andAccounting Unit of DIC Corporation
June 2010
Director and Executive Officer, Head ofFinance and Accounting Unit of DIC
Corporation
April 2011
Director and Managing Executive Officer,
Head of Finance and Accounting Unit of
DIC Corporation
April 2012
Representative Director, Senior Executive
Officer, Assistant to the President andCEO, and Head of Finance and Accounting
Unit of DIC Corporation
April 2013
Representative Director, Senior Executive
Officer, Assistant to the President andNew appointment
CEO, and Head of Finance and Accounting
Outside Director
Unit of DIC Corporation
0
Chairman of the Supervisory Board, Sun
Independent Director
ChemicalGroup
Coöperatief
U.A.
Masayuki Saito
Representative Director, Executive Vice
(November 8, 1954) January 2016
President, CFO, and Assistant to the
President and CEO of DIC Corporation
Chairman of the Supervisory Board, Sun
Chemical Group Coöperatief U.A.
January 2020
Representative Director and Executive
Vice President, and Assistant to the
President and CEO of DIC Corporation
Chairman of the Supervisory Board, Sun
Chemical Group Coöperatief U.A.
January 2021
Chairman of the Board of Directors of DIC
Corporation (incumbent)
Chairman of the Supervisory Board, Sun
Chemical Group Coöperatief U.A.
(incumbent)(Important Status in Other Companies)
Chairman of the Board of Directors of DIC Corporation
Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Masayuki Saito has a wealth of management experience at a major Japanese manufacturing company,
as well as deep knowledge in finance and accounting. We expect him to contribute to appropriate decision
making and supervision of overall management by the Board of Directors, as well as to neutral andobjective audits. We are therefore appointing him as a new candidate for Director (Audit and Supervisory
Board member). We expect him to use his knowledge to contribute to ensuring the soundness of the
management of the Company from an objective perspective independent of executive management
responsible for executing business 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.

29

(Notes)
1. Ms. Hiroko Kaneko will resign from the position of Audit & Supervisory Board Member of The
Shoko Chukin Bank, Ltd. effective June 21, 2022.
2. There are no special interests between each candidate and the Company.
3. Mr. Koichiro Hiraiwa, Ms. Hiroko Kaneko, and Mr. Masayuki Saito are appointed as candidates
for Outside Director provided for in Article 2, Paragraph 3, Item 7 of the Regulation for
Enforcement of the Companies Act.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into agreements (Liability Limitation Agreements) with Mr. Koichiro Hiraiwa and Ms.
Hiroko Kaneko to limit their liability for damages, to the extent of the minimum amount ofliability 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 1of the Companies Act. If this item of business is approved, the Company plans to renew these
agreements without making changes to their contents. With regards to Mr. Akira Hamamoto and
Mr. Masayuki Saito, the Company plans to newly enter into an agreement with the same terms
and conditions.
5. The Company has concluded a directors and officers liability insurance agreement provided forin Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. In theevent of a claim for damages submitted by a shareholder or a third party, etc., said insurance
agreement shall cover damages including compensation for damages and legal expenses to beborne by the insured parties. The candidates for Director in this item of business are to be
included as insured parties in said insurance agreement. The agreement is to be renewed withthe same contents when the agreement is next up for renewal.
6. The Company has registered Mr. Koichiro Hiraiwa and Ms. Hiroko Kaneko, and Mr. Masayuki
Saito with the Tokyo Stock Exchange and the Nagoya Stock Exchange as independent officers,
and if this item of business is approved, the Company will continue to register said candidates
with said stock exchanges.
7. Ms. Hiroko Kaneko has not been involved in corporate management in any way other than byassuming office as Outside Director or Outside Statutory Auditor; however, we believe that she
will be able to properly perform their duties as Outside Directors for the reasons stated in“Reasons for proposing the candidate as Director and roles expected of the candidate.”30

<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, and 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 refers to a donation exceeding 10 million yen per
fiscal year.

31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.

32

(Attached Documents)

Business Report(April 1, 2021 to March 31, 2022)
1. Status of the Group(1) Business progress and results
On April 1, 2021, the Company (the former Mitsubishi UFJ Lease & Finance Company Limited, “MUL”)
executed the business integration with Hitachi Capital Corporation (“HC”) and changed the trade name to
Mitsubishi HC Capital Inc.
 Year on year figures in “1) Summary of operating results and topics” represent a comparison with MULfigures for the previous fiscal year (from April 1, 2020 to March 31, 2021).
 Figures for the previous fiscal year in “2) Operating results by reporting segment” are the sum of
consolidated results of MUL and those of HC (IFRS basis) converted into J-GAAP basis in a simplified
manner, which are reclassified to conform to the new segmentation and presented as reference value.
 The comparison figures for the end of the previous fiscal year (March 31, 2021) in “3) Consolidated
financial position” represent a comparison with MUL figures.
1)

Summary of operating results and topics
The operating results for the current fiscal year are as follows.
Compared to the previous fiscal year, revenues increased by ¥817.9 billion (86.3%) to ¥1,765.5 billion,
gross profit increased by ¥174.1 billion (108.5%) to ¥334.6 billion, operating income increased by¥51.7 billion (83.1%) to ¥114.0 billion, recurring income increased by ¥52.2 billion (80.5%) to ¥117.2
billion, and net income attributable to owners of the parent increased by ¥44.0 billion (79.7%) to ¥99.4
billion. The Company exceeded the full-year earnings forecast (net income attributable to owners of
the parent of ¥95.0 billion) by ¥4.4 billion.
In line with exceeding the full-year earnings forecast, the annual dividend per share has been set to28.00 yen, an increase of 2.00 yen from the forecast dividend of 26.00 yen. This is a dividend increaseof 2.50 yen per share from 25.50 yen per share for the previous fiscal year.

■ Revenues (consolidated)¥1,765.5 billion+¥817.9 billion(year on year)■ Operating income(consolidated)¥114.0 billion¥117.2 billion(+86.3%)■ Gross profit (consolidated)¥334.6 billion■ Recurring income(consolidated)(year on year)■ Net income attributable toowners of the parent(consolidated)+¥174.1 billion¥99.4 billion(+108.5%)■ New transactions volume(consolidated)(year on year)+¥51.7 billion¥2,507.8 billion(+83.1%)33(year on year)+¥52.2 billion(+80.5%)(year on year)+¥44.0 billion(+79.7%)(year on year)+¥1,504.6 billion(+150.0%)

(Reference)
Figures for the previous fiscal year (from April 1, 2020 to March 31, 2021) in this reference information are
the sum of consolidated results of MUL and those of HC (IFRS basis) converted into J-GAAP basis in a
simplified manner and presented as reference value. The operating results for the current fiscal year comparedto this reference value are as follows.
Net income attributable to owners of the parent increased by ¥12.2 billion (14.0%) year on year (to reference
value), to ¥99.4 billion, mainly thanks to 1) business growth in subsidiaries in Europe and the U.S. in Account
Solutions segment and in the marine container leasing in Logistics segment, 2) an increase in gains on sale ofassets in Aviation segment, 3) continuous replacement of the portfolio, and 4) steady promotion in asset
turnover business.
■ Revenues (consolidated)(compared to reference
value from previous
fiscal year)¥1,765.5 billion+¥51.6 billion■ Gross profit (consolidated)¥334.6 billion■ Operating income(consolidated)¥114.0 billion(+3.0%)(compared to reference
value from previous
fiscal year)+¥38.8 billion(+13.1%)(compared to reference
value from previous
fiscal year)+¥16.0 billion(+16.4%)■ Recurring income(consolidated)¥117.2 billion(compared to reference
value from previous
fiscal year)+¥11.8 billion(+11.2%)■ Net income attributable to (compared to reference
owners of the parent(consolidated)¥99.4 billion

value from previous
fiscal year)+¥12.2 billion(+14.0%)■ New transactions volume (compared to reference
value from previous(consolidated)fiscal year)¥2,507.8 billion+¥246.3 billion（+10.9％）

As stated in “Changes in accounting policies in the consolidated notes disclosed online in the Notice of 51st
Annual General Meeting of Shareholders,” the Company changed its accounting policies in the current fiscal
year, and the new accounting policies have been retrospectively applied to the figures of the previous fiscal
year.

34

Major topics include that, in October 2021, the Company announced its support for Recommendations of
the Task Force on Climate-related Financial Disclosures (TCFD) and, in December 2021, identified andannounced the following six material issues as our priority key challenges we should address for oursustainable growth. The Group will make concrete business strategies and measures for solving thesematerial issues. For details on the six material issues, 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”
As part of our efforts toward promotion of a decarbonized society and realization of prosperous andsustainable future through business, we established the Tokorozawa Kitaiwaoka Solar Power Plant in July
2021 under the solar sharing model which allows to cope with both providing electricity to Tokorozawa
City, Saitama Prefecture, and cultivating blueberries. Our overseas efforts include the acquisition of sharesof Trung Nam Wind Power Joint Stock Company, a Vietnamese wind power generation business developerand operator, in May 2021 to enter the wind power market in Vietnam and the investment in a solar power
generation business in California, the U.S., in September 2021. Also, we made investment in Universal
Hydrogen Co., a U.S. hydrogen-powered aircraft startup, in October 2021 and purchased 25 new generation
fuel-efficient aircraft engines in the aircraft engine leasing business in November 2021, with an aim tocontribute to reducing environmental impacts of the aviation industry by further increasing such engines.
In Logistics segment, the Company acquired all shares of CAI International, Inc., a leading U.S. marine
container leasing company, and made them our wholly-owned subsidiary in November 2021. Taking
advantage of this acquisition, we will enhance our global competitiveness in the marine container leasing
business with high growth potential and stable leasing demand to develop the business as one of our growth
drivers.

Wind Power Farm in Vietnam

Tokorozawa Kitaiwaoka Solar Power Plant(solar sharing)

35

Marine container (image)2)

Operating results by reporting segment
Operating results by reporting segment are as follows.
Following the business integration with HC on April 1, 2021, the Company reorganized its reporting
segments to ten segments as follows.
A description of the business in each segment is provided in “7) Principal lines of business.”

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

Total: 99.4
Total: 87.1

36

Main factors for changes in segment profit
Customer Business

Segment profit increased by ¥7.9 billion (31.2%) year on year (reference value), to¥33.4 billion mainly thanks to business growth of ENGS Holdings Inc., a U.S. sales
finance company, and an increase in gain on sale of strategic shareholdings.

Account Solution

Segment profit increased by ¥6.9 billion (34.9%) year on year (reference value), to¥26.9 billion mainly thanks to business growth primarily in Europe and the U.S.
despite an increase in selling, general and administrative expenses associated withexpanded business activities.

Vendor Solution

Segment profit decreased by ¥1.1 billion (28.2%) year on year (reference value), to¥3.0 billion due to a decrease in segment assets despite an increase in newtransactions volume.

LIFE

Segment profit increased by ¥0.6 billion (14.6%) year on year (reference value), to¥4.8 billion thanks to an increase in gain on sale of logistics facilities in the realestate-related business as well as a decrease in selling, general and administrative
expenses.

Real Estate

Segment profit decreased by ¥8.8 billion (31.7%) year on year (reference value), to¥19.1 billion due to a reactionary fall in sales gains and absence of compensation
received in association with the redevelopment project, both recorded in the previous
fiscal year.

Environment &Renewable Energy

Segment profit remained flat year on year (reference value) at ¥7.0 billion due to an
absence of gain on step acquisitions recorded in the solar power generation businessin the previous fiscal year despite an increase in electricity sales revenues.

Aviation

Segment profit increased by ¥2.9 billion (105.4%) year on year (reference value), to¥5.7 billion mainly thanks to an increase in gain on sale of assets and posting of gainon sale of certain receivables from bankrupt debtors, despite recognition of credit
costs for certain existing customers, expenses in relation to modification of terms forcertain existing lease contracts, posting of impairment loss, and foreign exchange
losses related to borrowings denominated in foreign currencies in certain businesses.

Logistics

Segment profit increased by ¥0.8 billion (47.7%) year on year (reference value), to¥2.7 billion mainly thanks to steady performance of Beacon Intermodal Leasing,
LLC, a marine container leasing company, and an increase in equity-method
investment gains in the auto leasing business, despite posting of one-time expenses
in connection with reconfiguration of portfolio in the railway freight car leasing
business and expenses related to the acquisition of CAI International, Inc.

Mobility

Segment profit increased by ¥1.1 billion (160.7%) year on year (reference value), to¥1.9 billion mainly thanks to an increase in gain on sale of vehicles for which theleasing term matured in Japan and overseas etc., responding to the high demand forused cars on a global basis.

OthersSegment profit decreased by ¥3.1 billion year on year (reference value), to a segment
loss of ¥3.4 billion mainly due to posting of credit costs for certain customers in theinfrastructure business.

3)

Consolidated financial position
Total assets at the end of the current fiscal year increased by ¥4,313.9 billion (71.7%) year on year to¥10,328.8 billion, total equity increased by ¥515.5 billion (63.0%) year on year to ¥1,333.4 billion andinterest-bearing debt (excluding lease obligations) increased by ¥3,431.1 billion (74.0%) year on yearto ¥8,066.0 billion. In addition, the equity-to-asset ratio decreased by 0.7 percentage points from theend of the previous fiscal year to 12.7%. Those are primarily attributable to the business integration
with HC on April 1, 2021.

37

(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.

38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 this 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.
Moreover, in both during and after the COVID-19 pandemic situation, business models at anindustry level are expected to change rapidly at a speed which has exceeded all expectations. In suchcircumstances that all companies are to adapt to the environmental changes, the prominence of theGroup, holding various asset-related functions and offering flexible services which are not limited tofinancial functions, will increase further.
The Group will contribute to a sustainable and prosperous future by regarding these drastic
environmental changes in society and the relevant industries as new business opportunities andcreating social value for various customers and local communities.
(ii) Medium- to long-term management direction
In order to achieve Our Mission, we have set forth our Medium- to long-term management direction
and our “Our 10-year Vision,” which describes how we want to be recognized by our stakeholders
and how we must transform to realize Our Mission.
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.
We will achieve “Our 10-year Vision” through Medium-term Management Plans in three stages(Hop, Step, and Jump). The new Medium-term Management Plan, which begins in fiscal 2023 (thefiscal year ending March 31, 2024), will serve as the Hop.

39

Toward “Our 10-year Vision”
By working on SX/DX and business portfolio transformation, we will promote CX: Corporate
Transformation and achieve “Our 10-year Vision.”
Furthermore, by implementing CX: Corporate Transformation, we will also realize CX: Customer
Experience, or the creation of customer value.
SX / DX
Our SX (Sustainability Transformation) will allow us to achieve “coexistence and co-prosperity withenvironmental and social values” and “sustainable growth” through materiality initiatives and a solidmanagement base.
Furthermore, through DX (Digital Transformation), we will achieve “creation and qualitative
improvement of customer value” by utilizing data and digital technologies and making strategic
investments.
Business portfolio transformation
As part of our business portfolio transformation, we will carry out the three initiatives: 1)“Developing” new businesses, 2) shifting existing businesses to high value-added services, and 3)
enhancing profitability and efficiency of existing businesses.
In addition to developing new businesses and domains and create new revenue sources by utilizing
stable cash flows and the wide-ranging customer base of existing businesses, we will shift to highvalue-added services by maintaining and expanding the customer base of existing businesses andincrease returns by improving customer experience. At the same time, we will enhance theprofitability and efficiency of existing businesses that create stable cash flows.
(iii) Materiality
Mitsubishi HC Capital Inc. identified the next six material issues as priority key challenges whichmust be addressed to achieve sustainable development of Mitsubishi HC Capital Group.
Against the backdrop of global environmental changes in recent years such as climate change driven
by global warming, population growth, urbanization, and scarcity of resources, companies are
expected to make efforts to solve numerous issues, such as promoting a decarbonized society andbuilding 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.

40

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.

41

How related
to SDGs

(iv) Business issues to be addressed as a priority matterIn order to create synergies through business integration, we recognize the importance of thepromotion of PMI (Post Merger Integration, the business integration process). We have established adepartment that oversees the company’s PMI and promotes overall synergies, and has been engaged
in vigorous activities in various working groups. As a result, PMI is progressing well.
Through business integration, we aim to create synergies from three aspects: cost synergies, such as
optimization of management resources; sales synergies; and synergies from the use of capitalreserves created by the integration.
In addition, recognizing the importance of the six material issues (materiality) described in theprevious section, we will implement business strategies and measures aimed to solve these issues.
The first Medium-term Management Plan after the business integration is currently being formulated
and is scheduled to be announced during fiscal 2022 (the fiscal year ending March 31, 2023).
3)

Target performance indicators
The Medium-term management policy and strategy, as well as the specific performance indicators to
be targeted, will be considered in the formulation of the Medium-term Management Plan for the threeyear period beginning in fiscal 2023 (the fiscal year ending March 31, 2024).
At this point in time, the following are the expected targets for the performance indicators for fiscal
2025 (the fiscal year ending March 31, 2026), which is the final year of the Medium-term Management
Plan.
Item

Expected target

March 31, 2022 (actual)

ROA

Approx. 1.5%

1.0%

ROE

Approx. 10%

8.0%

Payout ratio

Approx. 40%(From fiscal 2023 to fiscal 2025)

40.4%(Note) Net income attributable to owners of the parent is used in the calculations of ROA and ROE. In addition, the startof-year values used in the calculations of ROA and ROE for the fiscal year end March 31, 2022 reflect the businessintegration with Hitachi Capital.

(3) Status of capital investments
The total investment in leased assets related to operating lease transactions during the fiscal year was¥436.2 billion.

42

(4) Status of financing
Interest-bearing debt on a consolidated basis came to ¥8,066.0 billion, an increase of ¥3,431.1 billion
from the end of the previous fiscal year.
Out of this, borrowings from financial institutions came to ¥4,515.1 billion (a ¥1,644.7 billion increase
from the end of the previous fiscal year), and direct funding through bonds payable, commercial papers,
and securitization of receivables, etc. came to ¥3,550.9 billion (a ¥1,786.3 billion increase).
When financing, the Group attempted to stabilize funding and control costs while appropriately managing
liquidity risk, interest rate fluctuation risk, etc.
(5) Changes in assets and income (loss)
1) Changes in assets and income (loss) of the Group
Category

FY201848th term

FY201949th term

FY202050th term(Millions of yen)
FY202151st term(Current fiscal year)

Revenues

864,224

923,768

947,658

1,765,559

Recurring income

87,60594,37664,968117,239

Net income attributable toowners of the parent

68,79670,75455,314

99,401

Earnings per share

77.28 yen

79.44 yen

62.07 yen

69.24 yen

Total assets

5,790,929

6,285,966

6,014,896

10,328,872

Total equity

778,582

798,820

817,906

1,333,467(Note) As stated in “Changes in accounting policies in the consolidated notes disclosed online in the Notice of 51st Annual
General Meeting of Shareholders,” the Company changed its accounting policies in the current fiscal year, and the
new accounting policies have been retrospectively applied to the figures of the previous fiscal year.

2)

Changes in assets and income (loss) of the Company

Category

FY201848th term

FY201949th term

FY202050th term(Millions of yen)
FY202151st term(Fiscal year underreview)

Revenues

474,081

470,854492,019

838,475

Recurring income

50,791

41,087

61,392

34,008Net income

46,27938,76863,39951,584

Earnings per share

51.99 yen

43.53 yen

71.14 yen

35.93 yen

Total assets

4,236,814

4,476,092

4,181,294

5,700,025

Total equity

497,324508,589

557,554880,601(Note) As stated in “Changes in accounting policies in the non-consolidated notes disclosed online in the Notice of 51st
Annual General Meeting of Shareholders,” the Company changed its accounting policies in the fiscal year underreview, and the new accounting policies have been retrospectively applied to the figures of the previous fiscal year.

43

(6) Status of major subsidiaries
Company nameShare capital or investments Percentage ofin capitalvoting rights held

DFL Lease Company Limited¥3,700 million

Shutoken Leasing Co., Ltd.

¥3,300 million

ENGS Holdings Inc.

US$ 0 thousand

Mitsubishi HC Capital (Shanghai) Co., Ltd.*PT. Mitsubishi HC Capital and
Finance Indonesia*

US$ 55,000 thousand
Rp 400,000 million

Mitsubishi HC Capital UK PLC*

STG£ 110,668 thousand

Mitsubishi HC Capital America, Inc.*

US$ 180,000 thousand

Mitsubishi HC Capital Canada, Inc.*

CA$ 97,000 thousand

Mitsubishi HC Capital Leasing (Beijing) Co.,Ltd.*
Mitsubishi HC Capital Factoring (Shanghai)Co., Ltd.*
Mitsubishi HC Capital (Hong Kong)
Limited*Mitsubishi HC Capital Management (China)
Limited*US$ 170,000 thousand
RMB 306,570 thousand
HK$ 310,000 thousand
HK$ 2,285,516 thousand

Mitsubishi HC Capital Asia Pacific Pte. Ltd.*S$ 126,400 thousand

Mitsubishi HC Capital (Thailand) Co., Ltd.*THB 1,100,000 thousand

Mitsubishi HC Business Lease Corporation*¥10,000 million

Capital Insurance Corporation*¥6,200 million

Mitsubishi HC Capital Community
Corporation
PT HCD Properti Indonesia¥80 million
Rp 580,000 million

Mitsubishi HC Capital Property Inc.*
Diamond Asset Finance Company Limited¥251 million¥8,575 million

Mitsubishi HC Capital Realty Inc.*¥300 million

44

%
80
(–)
70.71
(–)
100
(–)
100
(–)
100
(15)
100
(–)
100
(–)
100
(100)
100
(100)
100
(100)
100
(100)
100
(–)
100
(–)
100
(99.99)
100
(–)
79.36
(–)
100
(–)
63.45
(63.45)
100
(–)
100
(–)
100
(–)

Principal businessLeasing and financial
business
Leasing and financial
business
Leasing and financial
business
Leasing businessLeasing businessLeasing and financial
business
Leasing and financial
business
Leasing and financial
business
Leasing and financial
business
Factoring businessLeasing and financial
business
Group fund raisingbusiness
Leasing and financial
business
Leasing and financial
business
Leasing and financial
business
Non-life insurance
Real estate rental
business
Real estate rental
business
Real estate rental
business
Leasing and financial
business
Real estate-related
investment businessShare capital or investments Percentage ofin capitalvoting rights held
100
Mitsubishi HC Capital Energy Inc.*¥150 million(–)
100
JSA International Holdings, L.P.
US$ 742,183 thousand(–)
100
Engine Lease Finance Corporation
US$ 1 thousand
(100)
100
Beacon Intermodal Leasing, LLC
US$ 1 thousand
(100)
100
PNW Railcars, Inc.*
US$ 1 thousand
(100)
100
CAI International, Inc.
US$ 0 thousand(–)
Mitsubishi HC Capital Auto Lease
100¥300 million
Corporation*(–)
100
JAPAN MEDICAL LEASE CORPORATION¥100 million(–)
Japan Infrastructure Initiative Company
95.1¥17,500 million
Limited(–)
100
MHC America Holdings Corporation*
US$ 0 thousand(–)
Company namePrincipal business
Energy-related asset
management businessAircraft leasing businessAircraft engine leasing
business
Container leasing
business
Freight car leasing
business
Container leasing
business
Car leasing businessLeasing and financial
business
Infrastructure-related
investment businessGroup fund raisingbusiness(Notes) 1. Companies whose “Company name” is marked with an asterisk (*) have changed their names during the fiscal
year under review.
2. Figures in parenthesis in “percentage of voting rights held” represent the percentage of voting rights indirectly
owned.

(7) Principal business
The Group consists of the Company, its subsidiaries 467 and affiliates 102. Other affiliated companies
include Mitsubishi Corporation and Mitsubishi UFJ Financial Group, Inc.
On April 1, 2021, the Company (the former Mitsubishi UFJ Lease & Finance Company Limited, “MUL”)
executed the business integration with Hitachi Capital Corporation (“HC”) and changed the trade nameto Mitsubishi HC Capital Inc. Following the business integration, the Company reorganized part of thereporting segments of MUL and HC and changed them to the following ten segments effective April 1,
2021; “Customer Business,” “Account Solution,” “Vender Solution,” “LIFE,” “Real Estate,”“Environment & Renewable Energy,” “Aviation,” “Logistics,” “Mobility,” and “Others.”
In addition, the segments of “Healthcare,” “Infrastructure & Investment,” and other businesses areaggregated into “Others” in accordance with the aggregation criteria set forth in the “Accounting Standard
for Disclosures about Segments of an Enterprise and Related information.”

45

The details of the reporting segments after the change and the main services and businesses of eachsegment are as follows.
Reporting segments

Main services and business description

Customer Business

Finance solutions for corporations

Account Solution

Financial services for companies, government agencies, and vendors

Vendor Solution

Sales finance provided through collaboration with vendors
Development, operation, and leasing of logistics and commercial facilities,
community development, food and agriculture and living essentials industry,
non-life insurance
Real estate securitization finance, real estate revitalization investment business,real estate asset management business, real estate leasing business
Power generation by renewable energy,
environment related equipment leasing and finance

LIFE
Real Estate
Environment & Renewable Energy
Aviation

Aircraft leasing business, aircraft engine leasing business

Logistics

Marine container leasing business, railway freight car leasing business,
auto leasing business

Mobility

Auto leasing business and supplementary services

OthersServicing, trust, settlement services, medical equipment leasing and finance,social infrastructure investment business, etc.

In the next fiscal year (ending March 31, 2023), the Company plans to change its reporting segments inaccordance with the organizational changes.
(8) Locations
1) The Company
Head Office Chiyoda-ku, Tokyo
Branches, etc. Nishi-Shimbashi Office, Nagoya Office, Akasaka Office, Osaka Office, Sapporo Branch, Tohoku
Branch (Sendai), Omiya Branch, Tokyo Business Department No.4 (Shinjuku), Yokohama Branch,
Hokuriku Branch (Kanazawa), Hamamatsu Branch, Kariya Business Department, Kyoto Branch, Kobe
Branch, Chushikoku Branch (Okayama), Kyushu Branch (Fukuoka)

2)

Subsidiaries (domestic)
Company nameHead office location

DFL Lease Company Limited

Osaka-shi, Osaka

Shutoken Leasing Co., Ltd.

Chiyoda-ku, Tokyo

Mitsubishi HC Business Lease Corporation

Minato-ku, Tokyo

Capital Insurance Corporation

Chiyoda-ku, Tokyo

Mitsubishi HC Capital Community Corporation

Minato-ku, Tokyo

Mitsubishi HC Capital Property Inc.

Chiyoda-ku, Tokyo

Diamond Asset Finance Company Limited

Chiyoda-ku, Tokyo

Mitsubishi HC Capital Realty Inc.

Chiyoda-ku, Tokyo

Mitsubishi HC Capital Energy Inc.

Chiyoda-ku, Tokyo

Mitsubishi HC Capital Auto Lease Corporation

Minato-ku, Tokyo

JAPAN MEDICAL LEASE CORPORATION

Shinagawa-ku, TokyoJapan Infrastructure Initiative Company Limited

Chiyoda-ku, Tokyo

46

3)

Subsidiaries (overseas)
Company nameLocation

ENGS Holdings Inc.

U.S.

Mitsubishi HC Capital (Shanghai) Co., Ltd.

China

PT. Mitsubishi HC Capital and Finance Indonesia

Indonesia

Mitsubishi HC Capital UK PLC

UK

Mitsubishi HC Capital America, Inc.

U.S.

Mitsubishi HC Capital Canada, Inc.

CanadaMitsubishi HC Capital Leasing (Beijing) Co., Ltd.

China

Mitsubishi HC Capital Factoring (Shanghai) Co., Ltd.

China

Mitsubishi HC Capital (Hong Kong) Limited

Hong Kong

Mitsubishi HC Capital Management (China) Limited

Hong Kong

Mitsubishi HC Capital Asia Pacific Pte. Ltd.

Singapore

Mitsubishi HC Capital (Thailand) Co., Ltd.

ThailandPT HCD Properti Indonesia

Indonesia

JSA International Holdings, L.P.

U.S.

Engine Lease Finance Corporation

Ireland

Beacon Intermodal Leasing, LLC

U.S.

PNW Railcars, Inc.

U.S.

CAI International, Inc.

U.S.

MHC America Holdings Corporation

U.S.

47

(9) Status of business combinations
On April 1, 2021, MUL executed the business integration with HC and changed the trade name to Mitsubishi
HC Capital Inc. In addition, in November 2021, the Company acquired the full equity stake in CAI
International, Inc., making it and its subsidiaries a subsidiary of the Company.
(10) Status of employees
Status of Group employees
Segment name

Number of employees

Customer Business

1,607 (down 56 from the end of the previous fiscal year)

Account Solution

3,264 (up 3,264 from the end of the previous fiscal year)

Vendor Solution

427 (up 427 from the end of the previous fiscal year)

LIFE

321 (up 321 from the end of the previous fiscal year)

Real Estate

338 (up 42 from the end of the previous fiscal year)

Environment & Renewable Energy

121 (up 58 from the end of the previous fiscal year)

Aviation

198 (up 4 from the end of the previous fiscal year)

Logistics

408 (up 87 from the end of the previous fiscal year)

Mobility

614 (up 614 from the end of the previous fiscal year)

Others520 (up 252 from the end of the previous fiscal year)

Company-wide (common)

985 (up 506 from the end of the previous fiscal year)

Total

8,803 (up 5,519 from the end of the previous fiscal year)(Notes) 1. The number of employees excludes those dispatched from the Group to outside companies but includes thosedispatched from outside companies to the Group.
2. The employees indicated as Company-wide (common) belong to administrative divisions, which cannot beclassified in any specific segment.
3. Following the merger with Hitachi Capital Corporation on April 1, 2021, the number of employees increased
significantly compared to the end of the previous fiscal year.
4. Reporting segments have been changed as of the current fiscal year. A description of the business in each segment
is provided in “(7) Principal business.”48

(11) Main lenders
LenderAmountMillions of yen

MUFG Bank, Ltd.

1,057,643

Mizuho Bank, Ltd.

474,675

Sumitomo Mitsui Banking Corporation

321,357

Sumitomo Mitsui Trust Bank, Limited

274,904

The Norinchukin Bank

247,63449

2. Matters concerning the Company’s shares(1) Total number of
4,800,000,000
authorized shares(2) Total number of issued
1,436,157,916
shares(Excluding 30,754,328 treasury shares.)(3) Number of shareholders

148,418(4) Major shareholders
Name

Shares held

Ownership (Note)

Mitsubishi Corporation

264,044,396 shares

18.38%

Mitsubishi UFJ Financial Group, Inc.

208,345,981 shares

14.50%

Hitachi, Ltd.

167,678,580 shares

11.67%The Master Trust Bank of Japan, Ltd. (Trust Account)

114,134,900 shares

7.94%

Custody Bank of Japan, Ltd. (Trust Account)

55,176,500 shares

3.84%

MUFG Bank, Ltd.

50,348,620 shares

3.50%

Meiji Yasuda Life Insurance Company

31,100,390 shares

2.16%

Mitsubishi UFJ Trust and Banking Corporation

28,431,000 shares

1.97%

Tokio Marine & Nichido Fire Insurance Co., Ltd.

11,419,725 shares

0.79%

STATE STREET BANK WEST CLIENT - TREATY 505234

11,330,363 shares

0.78%(Note) Treasury shares (30,754,328 shares) are excluded when calculating ownership.

(5) Other important matters concerning the Company’s shares
None.

50

3. Matters concerning the Company’s officers(1) Names, etc. of Directors
Directors (excluding Directors who are Audit and Supervisory Committee Members)
Position

Name

Responsibility

Significant concurrent positions outside theCompany

Representative
Director, Chairman

Seiji Kawabe

Representative
Director, President& CEO

Takahiro Yanai

Representative
Director, Deputy
President

Kanji Nishiura

Overall operation

Director, Deputy
President

Kazumi Anei

Head of Business
Management Division

Director, Senior
Managing
Executive Officer

Satoshi Inoue

Head of Treasury &Accounting Division

Director, Managing
Executive Officer

Haruhiko Sato

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

Director (Outside
Director)

Hiroyasu Nakata

Professor, Waseda Law School

Director (Outside
Director)

Yuri Sasaki

Dean of Faculty of Economics, Meiji Gakuin
University
Professor of Faculty of Economics, Meiji Gakuin
University

Director (Outside
Director)

Mitsumasa Icho

Executive Vice President, Mitsubishi Corporation

Director (Outside
Director)

Go Watanabe

Chairman, MST Insurance Service Co., Ltd.

51

Directors who are Audit and Supervisory Committee members
Position

Name

Significant concurrent positions outside theCompany

Responsibility

Director

Seiichiro Kishino

Full-time Audit andSupervisory Committee
memberDirector

Shuji Miake

Chair of Audit andSupervisory Committee
Full-time Audit andSupervisory Committee
memberDirector (Outside
Director)

Teruyuki Minoura

Director (Outside
Director)

Koichiro Hiraiwa

Representative Director, Dream Estate Tokyo Inc.

Director (Outside
Director)

Hiroko Kaneko

Professor, Waseda Graduate School of
Accountancy
Audit & Supervisory Board Member, The Shoko
Chukin Bank, Ltd.
Director, Kanagawa Chuo Kotsu Co., Ltd.
Member of the Board, The Yokohama Rubber Co.,
Ltd.

(Notes)
1.

2.
3.
4.
5.

6.

・ Director Hiroyasu Nakata resigned as Professor at Waseda Law School as of March 31, 2022.
・ Director Yuri Sasaki resigned as Dean of Faculty of Economics, Meiji Gakuin University as of March 31, 2022.
・ Director Mitsumasa Icho resigned as Executive Vice President of Mitsubishi Corporation as of March 31, 2022.
Directors Hiroyasu Nakata, Yuri Sasaki, Mitsumasa Icho and Go Watanabe, and Directors who are Audit andSupervisory Committee members Teruyuki Minoura, Koichiro Hiraiwa and Hiroko Kaneko are Outside Directors.
Directors Hiroyasu Nakata and Yuri Sasaki, and Directors who are Audit and Supervisory Committee members
Teruyuki Minoura, Koichiro Hiraiwa and Hiroko Kaneko have been reported to the Tokyo Stock Exchange and the
Nagoya Stock Exchange as Independent Directors.
To ensure the effectiveness of audits, the Company has appointed two Directors who are Audit and Supervisory
Committee members, Seiichiro Kishino and Shuji Miake, to serve as full-time Audit and Supervisory Committee
members.
Director who is an Audit and Supervisory Committee member Hiroko Kaneko has been involved in accounting audits
for many years as a Certified Public Accountant. She is currently a professor at Waseda Graduate School of
Accountancy, and possesses considerable knowledge of finance and accounting. In addition, Seiichiro Kishino,
Teruyuki Minoura and Koichiro Hiraiwa each has considerable knowledge of corporate management and finance andaccounting based on their extensive management experience at listed companies. Shuji Miake has been involved in thebusiness of a company engaged in the financial business for many years and has considerable knowledge of financeand accounting.
Effective April 1, 2022, the responsibilities of some Directors were changed as follows.
Position

Responsibility

Name

After April 1, 2022

March 31, 2022

Director, Deputy
President

Kazumi Anei

Customer Solutions Unit

Director, Managing
Executive Officer

Haruhiko Sato

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

52

Head of Business Management
DivisionCo-head of Treasury &Accounting Division(2) Matters concerning remuneration, etc. of Directors
1) Policy for determining details, amount, and calculation method of officer remuneration, etc. and methodof determination
I

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-mentioned basic policy, the Board of Directors of the Company has
resolved a policy on determining the content of remuneration, etc. of individual Directors (excluding
Directors who are Audit and Supervisory Committee members) as set forth below after providing an
explanation to the Governance Committee (attended by Outside Directors [including Directors who are
Audit and Supervisory Committee members], the Representative Directors, and Inside Directors
designated by the Representative Directors) in advance and receiving advice.
II

Policy for determining the details of remuneration, etc. of individual Directors (excluding Directors
who are Audit and Supervisory Committee members)(i)Remuneration systemIn principle, remuneration, etc. for Directors (excluding Outside Directors and Directors
who are Audit and Supervisory Committee members; the same applies in this item) shall becomprised of basic remuneration (fixed remuneration), annual incentive remuneration(performance-linked remuneration), and medium- to long-term incentive remuneration.
Annual incentive remuneration shall be paid in cash as a bonus, and medium- to long-term
incentive remuneration shall be paid by allocating share remuneration-type share options.



The Company sets percentages for performance-linked remuneration and non-performancelinked remuneration for the purpose of maintaining a healthy ratio of performance-linked
remuneration. 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 ratios in the remuneration system.

Specifically, the ratio of non-performance-linked remuneration (basic remuneration andshare remuneration-type share options) to performance-linked remuneration (bonus) shallbe around 1.3 to 0.3 (the ratio of basic remuneration to share remuneration-type shareoptions 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.

53

Type of remuneration

Fixed

Basic remuneration

Bonus(Short-term incentive)
Performance-linked

Remuneration
ratio

62.5%
10

18.75%
3

Variable
Share remuneration-type
Share options
Medium-to long-term
incentive
Share remuneration

18.75%
3

Details of remuneration

Range of
Evaluation variation based
method, ratio
on KPI
achievement

1. Monthly payment made based on roles,
responsibilities, etc.

1. Individual payment amount determinedbased on the consolidated performance ofthe previous fiscal year and other factors.
2. The financial indicators, etc. emphasizedin the management strategy as indicators
representing the Company’s growth thatare important in management strategy as
indicators representing the Company’s
growth are set as the KPI for evaluatingcompany-wide business performance, andthe targets are set according to theCompany’s numerical targets (net income
attributable to owners of the parent, ROE,
OHR).
3. To determine the level of achievement of
an Executive Director, other thanRepresentative Director, in their assigned
duties, a standard evaluation sheet will be
used to perform quantitative andqualitative evaluations from thestandpoint of performance andcontribution of the Executive Director
with respect to the operations for which
they are responsible.

[Representati
ve Director]
Companywide businessperformance
evaluation:
100%[Executive
Director](Other thanRepresentative
Director)
Company-widebusiness
performance
evaluation:
70%
Assigned duty
performance
evaluation:30%

0-150%

1. From the perspective of sharing value withshareholders and improving corporate value
over the medium to long term, the Company
grants a number of stock acquisition rights
calculated based on the share price on the basedate.
2. The number of units granted is determinedaccording to the individual’s role and positionat the beginning of the term of office in June ofeach year.
3. The exercise period of stock acquisition rights
shall be five years from one year after theretirement of the Company’s Officers.

(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 Outside Directors (excluding Directors who are Audit and Supervisory Committee
members), from the standpoint of ensuring the effectiveness of the supervisory function,bonuses and share remuneration-type share options, which are incentive remuneration, shallnot be paid. Remuneration shall be limited to basic remuneration only.

Type of remuneration

Fixed

Basic remuneration

Remuner
ation
ratio

Details of remuneration

100%

1. For Outside Directors, from the standpoint of ensuring the effectiveness ofthe supervisory function, bonuses and share remuneration-type shareoptions, which are incentive remuneration, shall not be paid. Remuneration
shall be limited to basic remuneration only

54

(ii) Performance-linked remuneration


From the standpoint of clarifying the relationship between performance and remuneration,
the financial indicators, etc. emphasized in the management strategy as indicators
representing the Company’s growth are set as the KPI for evaluating company-widebusiness performance when it comes to bonuses, which are performance-linked
remuneration. For the target values, net income attributable to owners of the parent, 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 business 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 thecompany-wide business performance evaluation (KPI).



In regard to bonuses for Executive Directors other than the Representative Director, 70% islinked to the company-wide business performance evaluation and 30% is linked to theevaluation of the operations for which the individual Director is responsible, while theamount 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, who is theRepresentative Director, will use a standard evaluation sheet to perform quantitative andqualitative evaluations from the standpoint of performance and contribution of the
Executive Director with respect to the operations for which 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 business results but also the degree ofcontribution, which cannot be evaluated solely quantitatively.

(iii) Non-performance-linked remunerationFor share remuneration-type share options, which are medium- to long-term incentive
remuneration, the number of stock acquisition rights to be allocated is determined and paid
according to the role and position of each individual Director.
(Note) The details of the share options plan are as set forth in “Matters concerning stockacquisition rights, etc.” disclosed online.



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 Company shallprovide the Director with an appropriate property as company housing (hereinafter, thedifference between the total monthly rent required for the Company to rent the company
housing and the total amount of monthly company housing rent collected from the Director
is referred to as “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 be established in advance based on position and geographical area. The company
housing rent calculated based on the predetermined percentage (if the maximum rent isexceeded, the full amount of the excess amount is added) shall be collected from the
Director as their own expenses.

55

(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 share remuneration-type share options, the number of stock 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 isannually resolved at meetings of the Board of Directors after an explanation is provided to
the Governance Committee on the details of remuneration, etc. and the policy for
determining remuneration, etc. and advice is received. The Governance Committee alsodeliberates annually on the appropriateness of the level and composition of remuneration
based on remuneration data and other information provided by external professionalorganizations.



The Remuneration Committee (established on April 1, 2022) shall have a majority of its
members as Independent Outside Directors. The members and chairperson of theCommittee 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 Boardof Directors shall respect the resolutions of the Committee.

In regard to the amount of remuneration, etc. for Directors (excluding Directors who are
Audit and 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 remuneration, etc. provided in the form of share remuneration-type share options
is to be ¥150 million or less per year, and the amount of non-monetary remuneration for theprovision of company housing is to be ¥2 million or less per month. The above-mentioned
resolution of the General Meeting of Shareholders does not stipulate the number of
Directors (excluding Directors who are Audit and 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 and 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), who is the Representative 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. We will take measures to ensure that the authority of the President &56

CEO is appropriately exercised as follows.


In regard to share remuneration-type share options, the number of stock acquisition rights tobe 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 confirmed at the Governance Committee by Outside Directors.

The following shall apply to the portion of the bonus linked to the company-wide businessperformance:
・ 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
according to a predetermined payment coefficient confirmed by Outside Directors at theGovernance Committee.
・ The results of the company-wide business performance evaluation and amount to be
paid are subsequently reported to Outside Directors at the Governance Committee forverification.
In addition, the following shall apply to the portion of the bonus linked to operational
responsibilities:
・ After deliberations in advance by the Governance Committee, an evaluation sheet (anevaluation sheet providing details on predetermined targets, weighting of individual
targets, and evaluation criteria) is finalized.
・ After the individual duties are evaluated based on the evaluation sheet, the results andamount to be paid are subsequently reported to Outside Directors at the GovernanceCommittee for verification.



The number of share remuneration-type share options to be allocated to each individual isdecided by the Board of Directors, and that decision is not to be delegated to a Director or
third party.

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 Director as their own expenses.
(Note) In April 2022, the Company established a new Remuneration Committee, in which
Independent Outside Directors account for the majority. Going forward, theRemuneration Committee shall be responsible for deliberations and other mattersrelated to remuneration for executives.

57

III Details and method of determining remuneration, etc. of Directors who are Audit and Supervisory
Committee members
For Directors who are Audit and Supervisory Committee members, from the standpoint of
ensuring the fairness of audits, bonuses and share remuneration-type share options, which
are incentive remuneration, 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 and Supervisory Committee
members is to be ¥200 million or less per year. The amount of remuneration for Directors
who are Audit and Supervisory Committee members is to be determined through discussion
by the Audit and Supervisory Committee. The above-mentioned resolution of the General
Meeting of Shareholders does not stipulate the number of Directors who are Audit andSupervisory Committee members relating to the amount of remuneration, etc., but as of theeffective date of that resolution, there were five Directors who are Audit and Supervisory
Committee members.

Type of remuneration

Fixed

Basic remuneration

Remuner
ation
ratio

Details of remuneration

100%

1. For Directors who are Audit and Supervisory Committee members, fromthe standpoint of ensuring the fairness of audits, bonuses and share
remuneration-type share options, which are incentive remuneration, shallnot be paid. Remuneration shall be limited to basic remuneration only.

IV Matters concerning calculation of performance-linked remuneration

Bonuses for Directors (excluding Outside Directors and those who are members of Audit
and Supervisory Committee) are performance-linked remuneration. The KPIs for evaluatingcompany-wide business performance are as follows: 1) net income attributable to owners of
the parent (weighted at 70%), which is emphasized in the management strategy as one of
the indicators of the Company’s growth and has been announced as a numerical target forthe current fiscal year; 2) ROE (weighted at 15%); and 3) OHR (weighted at 15%). The
amount of performance-linked remuneration is calculated using the designated formulabased on the achievement rate of the target consolidated net income.



The results for the fiscal year ended March 31, 2022 are as follows.

KPI

TargetResultAchievement rate

Evaluation weight¥95.0 billion¥99.4 billion

104.6%

70%

ROE

8.0%

8.0%

100.0%

15%

OHR

55.9%

54.6%

102.9%

15%

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

58

according to the responsibilities of each Director, and evaluations are performed taking into
account the respective performance and contribution.
V

Reasons for the Board of Directors’ determination that the content of individual remuneration of
Directors for the fiscal year under review is in line with the policyAs stated in the above-mentioned remuneration policy, the specific amount of basic
remuneration and bonuses, as well as non-monetary remuneration for the provision ofcompany housing are entrusted to the President & CEO within the upper limit set forth byresolution of the General Meeting of Shareholders. The Company has taken measures as
described in the remuneration policy, i.e. “Measures to ensure that the delegated authority isproperly exercised.” Furthermore, there is a system for the Governance Committee and the
Audit and Supervisory Committee to confirm that individual remuneration, etc. for
Directors is determined by procedures that are objective and transparent, and that thecontent 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 the content of individual
remuneration, etc. for each Director for the fiscal year under review is in 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 ofyen)
PerformanceFixed
remuneration
linkedShare options
remuneration(BasicNumber ofpeopleOther

remuneration)(Bonus)

563

378

96

89

―

11

49

49

―

―

―

4

133

133

―

―

―

5

Of these, Outside Audit &Supervisory Board
Members

46

46

―

―

―

3

Total

697

511

96

89

―

16

Directors(excluding Audit andSupervisory Committee
members)
Of these, Outside
Directors
Directors(Audit and Supervisory
Committee members)(Notes) 1. The amount of performance-linked remuneration (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 remuneration related to the provision of company housing during the
fiscal year under review.

59

(3) Overview of limited liability agreements
The Company has entered into limited liability agreements with non-Executive Directors (Outside
Directors and Audit and Supervisory Committee members), namely Hiroyasu Nakata, Yuri Sasaki,
Mitsumasa Icho, Go Watanabe, Seiichiro Kishino, Shuji Miake, Teruyuki Minoura, Koichiro Hiraiwa,
and Hiroko Kaneko, as described below.
 In the event that a non-executive Director is liable to the Company as a result of negligence in theirduties, that liability shall be limited to the minimum liability set forth in Article 425, Paragraph 1 of
the Companies Act.
 The above limitation is recognized only when the non-executive Director performed the duty inquestion in good faith and without gross negligence.
(4) Matters concerning directors and officers liability insurance agreement
The Company plans to enter into a directors and officers liability insurance agreement as provided for in
Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. The agreement will
cover losses incurred from damages compensation, legal fees, etc. in cases where an insured receives aclaim for damages from a shareholder or third party. In addition, as a measure to ensure that thelawfulness of the execution of duties of the insured person is not compromised, the following losses, etc.
are excluded from coverage.
1) Damage arising from the fact that the insured illegally obtains private gain or benefit
2) Damage arising from criminal acts of the insured3) Damage arising from the insured’s acts committed with the knowledge that they violate laws or
regulations
The insureds under this agreement are the Directors, Directors who are Audit and Supervisory
Committee members, Audit & Supervisory Board Members, and Executive Officers of the Company andits 40 subsidiaries in Japan. There is no insurance premium to be paid by the insureds.
(5) Matters concerning Outside Director
1) Concurrent positions of executive Directors, etc. at other corporations, etc. and the Company’s
relationships to those corporations, etc.
Category

Name

Other corporation

Concurrent position

Relationship to the other corporation, etc.

Director

Mitsumasa Icho

Mitsubishi
Corporation

Executive Vice
President

There is a trade relationship such as leaseagreements between the Company and
Mitsubishi Corporation. Mitsubishi
Corporation is a major shareholder of theCompany.

Director

Go Watanabe

MST Insurance
Service Co., Ltd.

Chairman

There is a trade relationship such as leaseagreements between the Company andMST Insurance Service Co., Ltd.

Koichiro Hiraiwa

Dream Estate Tokyo
Inc.

Representative
Director

There is no significant trade or otherrelationship between the Company andDream Estate Tokyo Inc.

Director(Audit andSupervisory
Committee
member)60

2) Concurrent positions of Outside Officers at other corporations, etc. and the Company’s relationships tothose other corporations, etc.
Category

Name

Director(Audit andSupervisory
Committee
member)Hiroko Kaneko

Other corporation

Concurrent position

Relationship to the other corporation, etc.

The Shoko Chukin
Bank, Ltd.

External Audit &Supervisory Board
MemberThere is no significant trade or otherrelationship between the Company and
The Shoko Chukin Bank, Ltd.

Kanagawa Chuo
Kotsu Co., Ltd.

Outside Director

There is no significant trade or otherrelationship between the Company and
Kanagawa Chuo Kotsu Co., Ltd.

The Yokohama
Rubber Co., Ltd.

There is a trade relationship such as lease
Member of the Board
agreements between the Company and(Outside)
The Yokohama Rubber Co., Ltd.

61

3) Main activities
Category

Name

Director

Hiroyasu
NakataAttendance at meetings

Main activities
Leveraging his academic knowledge and wealth of expertise as auniversity professor, Hiroyasu Nakata provides comments asnecessary and appropriate as a legal expert when proposals are
discussed. In so doing, he contributes to proper decision-making by
the Board of Directors, etc. and supervision of management ingeneral.

Board of Directors
meetings: 12/14
Governance Committee
meetings: 5/6

Director

Leveraging her academic knowledge as a university professor, Yuri
Sasaki provides comments as necessary and appropriate when
proposals are discussed based on her exceptional knowledge andabundant experience as a researcher on international finance. In sodoing, she contributes to proper decision-making by the Board of
Directors, etc. and supervision of management in general.

Yuri Sasaki
Board of Directors
meetings: 14/14
Governance Committee
meetings: 6/6

Director

Mitsumasa
Icho

Leveraging his extensive management experience and high level of
insight into finance from working at a leading Japanese general
trading company, Mitsumasa Icho provides comments as necessary
and appropriate from a practical standpoint when proposals are
discussed. In so doing, he contributes to proper decision-making by
the Board of Directors, etc. and supervision of management ingeneral.

Board of Directors
meetings: 14/14
Governance Committee
meetings: 6/6

Director

Leveraging his extensive management experience and high level of
insight into internal and external finance from working at leading
Japanese financial institution and manufacturer, Go Watanabe
provides comments as necessary and appropriate from a practicalstandpoint when proposals are discussed. In so doing, he contributes
to proper decision-making by the Board of Directors, etc. andsupervision of management in general.

Go Watanabe
Board of Directors
meetings: 9/9
Governance Committee
meetings: 4/4

Director(Audit andSupervisory
Committee
member)Director(Audit andSupervisory
Committee
member)Director(Audit andSupervisory
Committee
member)Teruyuki
MinouraBoard of Directors
meetings: 14/14
Audit and Supervisory
Committee meetings: 12/12
Governance Committee
meetings: 6/6

Koichiro
Hiraiwa

Board of Directors
meetings: 14/14
Audit and Supervisory
Committee meetings: 12/12
Governance Committee
meetings: 6/6

Hiroko Kaneko Board of Directors
meetings: 13/14
Audit and Supervisory
Committee meetings: 12/12
Governance Committee
meetings: 6/6

62

Leveraging his extensive management experience and expertisefrom a leading Japanese manufacturer, Teruyuki Minoura conducts
audits from a neutral and objective standpoint and provides
comments as necessary and appropriate when proposals are
discussed. In so doing, he contributes to ensuring the soundness of
the Company’s management.
Leveraging his experience with Japan’s central bank and a leading
Japanese telecommunications company, as well as his extensive
expertise in managing major hotels, Koichiro Hiraiwa conducts
audits from a neutral and objective standpoint and provides
comments as necessary and appropriate when proposals are
discussed. In so doing, he contributes to ensuring the soundness of
the Company’s management.
Leveraging her vast experience at a leading auditing firm and as auniversity professor, as well as her in-depth knowledge as anaccounting expert, Hiroko Kaneko conducts audits from a neutral
and objective standpoint and provides comments as necessary andappropriate when proposals are discussed. In so doing, she
contributes to ensuring the soundness of the Company’s
management.

4. 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 23 consecutive terms.
The medium-term Expected Target of the dividend payout ratio will be considered in the formulation of
the Medium-term Management Plan for the three-year period beginning in fiscal 2023 (the fiscal year
ending March 31, 2024). At the present time, the Expected Target is approximately 40% (fiscal year
ending March 31, 2024 to fiscal year ending March 31, 2026).

63

Consolidated Balance Sheet(As of March 31, 2022)(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

Amount540,942
255,143
3,265,267
1,662,226
183,749
80,382
2,019
48,242
156,006(22,657)
6,171,321

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

3,086,149
34,622
3,120,771

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

222,654
13,782
3,357,208

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

39,49539,49590,326
137,819
228,145
267,641
376,645
108,188
38,137
81,728(76,791)
527,908
4,152,758

Bond issuance costs

4,791

Total deferred assets

4,791

Total assets

10,328,872

64

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
incomeStock acquisition rights
Non-controlling interests

Amount184,042
591,431443,647
810,475
682,593247,900
21,676
24,818
11,11014,685
2,535
200,425
3,235,343
1,820,244
3,113,196
356,592
53,331
108,580
136
8,856
40,431
11,148247,542
5,760,061
8,995,404

33,196
548,586
638,043(19,369)
1,200,456
14,953
1,460
92,776
123
109,313

Total equity

1,861
21,835
1,333,467

Total liabilities and equity

10,328,872

Consolidated Statement of Income(April 1, 2021 to March 31, 2022)(Millions of yen)Accounting title

AmountRevenues
Cost of revenues

1,765,559
1,430,898

Gross profit
Selling, general and administrative expenses

334,661
220,569

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

114,092
2,988
4,818
7,822

Non-operating expenses
Interest expenses
Other non-operating expenses

5,878
6,603

15,62912,482

Recurring income
Extraordinary income
Gain on sale of investment securities
Gain on bargain purchase117,239
29,967431

30,399Extraordinary losses
Loss on sale of investment securities
Loss on step acquisitions

114
273

388

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

147,250
38,807
7,088

Net income

45,896
101,354

Net income attributable to non-controlling interests

1,953

Net income attributable to owners of the parent

99,40165

Non-consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)
Assets
Accounting title
Current assets
Cash and deposits
Installment receivables
Lease receivables
Investments in leases
Operating loans receivables
Loans receivable from subsidiaries and associates
Other operating loans receivable
Lease and other receivables
Securities
Merchandise
Advance payments to suppliers
Prepaid expenses
Other current assets
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Leased assets
Leased assets
Total leased assets
Own-used assets
Buildings
Structures
Equipment
Land
Total own-used assets
Total property, plant and equipment
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
Shares of subsidiaries and associates
Investments in other securities of subsidiaries andassociates
Investments in capital
Distressed receivables
Long-term prepaid expenses
Long-term guarantee deposits
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

Liabilities
Accounting title

AmountCurrent liabilities
249,111
Notes payable - trade
168,562
Accounts payable - trade284,560
Short-term borrowings
1,350,461
Current portion of bonds payable279,245
Current portion of long-term borrowings
1,447,208
Commercial papers
Current maturities of loans from the securitizations of
61,241the minimum future rentals on lease contracts
16,807
Lease obligations
1,419
Accounts payable - other
1,096
Income taxes payable
9,568
Accrued expenses
3,623
Advances received - lease
26,437
Deposits received(4,792)
Unearned revenue
3,894,552
Deferred profit on installment sales
Provision for bonuses
Provision for bonuses for directors (and other officers)
Asset retirement obligations
215,768
Other current liabilities
215,768
Total current liabilities
Non-current liabilities
627
Bonds payable
8Long-term borrowings
Loans from the securitizations of the minimum future
1,031
rentals on lease contracts, less current maturities
678
Lease obligations
2,347
Long-term guarantee deposits received
218,115
Provision for retirement benefits
Asset retirement obligations
Other non-current liabilities
38,666
Total non-current liabilities
38,666
Total liabilities
Equity10,587 Shareholders’ equity
9,397
Share capital
19,984
Capital surplus
58,650Legal capital surplus
Other capital surplus
120,232
Total capital surplus
1,142,576
Retained earnings
188,484

Legal retained earnings

0
19,957
11,611
15,06339,7502,615(15,443)
1,524,849
1,801,616
3,856
3,856
5,700,025

Other retained earnings
General reserve
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders’ equity
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Total valuation and translation adjustments
Stock acquisition rights
Total equity
Total liabilities and equity

66

Amount2,936
108,129
235,222
307,395
394,879
570,000
76,541
19,884
7,278
12,575
18,634
34,179
9,953
3
8,263
3,820
468
2,419
11,067
1,823,651
1,252,487
1,576,062
36,35345,53959,3293,612
18,897
3,487
2,995,772
4,819,424

33,19633,802
509,158
542,960
638
350,009
72,035277,974
350,647(19,369)
907,435
11,979(40,675)(28,696)
1,861
880,6015,700,025

Non-consolidated Statement of Income(April 1, 2021 to March 31, 2022)(Millions of yen)Accounting title

AmountRevenues
Lease sales
Installment sales
Revenue - operating loans
Other revenues

727,21761,507
26,252
23,498

838,475

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

668,901
57,884
17,816
7,885

752,487

Gross profit
Selling, general and administrative expenses

85,987
67,916

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

18,07133,174
6,788

Non-operating expenses
Interest expenses
Other non-operating expenses

18,8085,217

Recurring income
Extraordinary income
Gain on sale of investment securities
Gain on sale of investments in other securities of subsidiaries andassociates
Gain on bargain purchase
Extraordinary losses
Loss on sale of investment securities

24,02534,00829,728239
222
108

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

39,96230,189108
64,08916,556(4,050)Net income

12,50551,58467