[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 6, 2024
(Commencement date of electronic provision measures: May 24, 2024)
NOTICE OF CONVOCATION OF
THE 53rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 53rd Annual General Meeting of Shareholders (the “Meeting”)
of Mitsubishi HC Capital Inc. (the “Company”) will be held as described below.
If you will not attend the Meeting in person, you may exercise your voting rights via the internet
or in writing. Please review the attached “Reference Materials Concerning the General Meeting of
Shareholders.”
Yours very truly,
Mitsubishi HC Capital Inc.
Taiju Hisai
Representative Director, President & CEO
5-1, Marunouchi 1-chome,
Chiyoda-ku, TokyoPARTICULARS
1. Date and Time of the Meeting:
2. Place of the Meeting:

Tuesday, June 25, 2024, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)
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 53rd Fiscal Year (from April 1, 2023 toMarch 31, 2024) and the Consolidated Financial Statements, and Results of the
Audit of the Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee.
(2)

The Details of the Financial Statements for the 53rd Fiscal Year (from April 1, 2023
to March 31, 2024).

Matters for Resolution:
First Item of Business
Second Item of BusinessElection of 8 (Eight) Directors (Excluding Directors
who are Audit and Supervisory Committee Members)
Election of 4 (Four) Directors who are Audit andSupervisory Committee Members

1

4. Matters concerning the electronic provision measures:
When convening this general meeting of shareholders, the Company has taken measures forproviding information that constitutes the Reference Materials Concerning the General Meeting of
Shareholders, etc. (matters subject to the electronic provision measures) in electronic format, andposts this information on the Company’s website and other websites. Please access those websites toreview the information.
The Company’s website:(https://www.mitsubishi-hc-capital.com/english/investors/meeting/index.html)
Tokyo Stock Exchange website:(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please input the Company name or securities code (8593), and click “Search,” and thenclick “Basic information” and “Documents for public inspection/PR information” in thisorder.
“Online Convocation (Net de Shoshu)”:(https://s.srdb.jp/8593/, available only in Japanese)- End ◎For shareholders who have requested the delivery of a paper copy, the Company delivers
documents which are part of the Notice of Convocation, the Reference Materials Concerning
the General Meeting of Shareholders, the Business Report, the Consolidated Financial
Statements, and the Financial Statements. However, of matters that are subject to audit by the
Audit and Supervisory Committee and the Accounting Auditor in preparing the Audit Reports,
the following matters are not included in the paper copy. Please refer to “Other matters subject
to the electronic provision measures (matters omitted from documents delivered to shareholders)”
posted on the websites shown above.
(1) Part of the matters concerning the status of the Group (Changes in assets and income(loss), Principal business, Locations, Status of employees, Main lenders, Other importantmatters concerning the status of the Group), (2) Matters concerning the Company’s shares,(3) Matters concerning share acquisition rights, (4) Part of the matters concerning theCompany’s officers (Overview of limited liability agreements, Matters concerning directors
and officers liability insurance agreement, Matters concerning Outside Director), (5) Statusof the accounting auditor, (6) System for ensuring appropriate business operation andoverview of its operating status, (7) Consolidated statement of changes in equity, (8) Notes
on consolidated financial statements, (9) Non-consolidated statement of changes in equity,and (10) Notes on non-consolidated financial statements◎

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

2

Guidance on exercising Voting Rights
If attending the Meeting in person
Please submit the enclosed voting rights exercise form to the receptionist at the
Meeting.
If you are not attending the Meeting in person, you can designate one shareholder
holding voting rights as your proxy to attend the Meeting. In such case, however, adocument evidencing his/her appointment as proxy is required.
Date and time of the Meeting ►►► Tuesday, June 25, 2024, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)
A sign language interpreter (in Japanese only) will beavailable in the place of the Meeting. Please ask forassistance if required.

If refraining from attending the Meeting▌Exercise of voting rights in writing (voting rights exercise form)
Please indicate your votes for or against the items of business on the enclosed voting
rights exercise form and send the completed form to the Company by return mail.
Please note that if there is no indication of your vote for or against any item of business,
we will deem that you have voted for that item of business.
Deadline ►►► Monday, June 24, 2024, reach the Company no later than
5:10 p.m.
▌Exercise of voting rights via the internet
Please access the voting rights exercise website (https://evote.tr.mufg.jp/) via theinternet, and exercise your voting rights.
Please note that the website is available in Japanese only.
Deadline ►►► Monday, June 24, 2024, no later than 5:10 p.m.
For details, please review the “Instructions for exercising Voting Rights via theinternet” shown on page 4.
If any voting rights are exercised both via the internet and by voting rights exercise form, theone exercised via the internet will be deemed valid. In cases where any voting rights are
exercised more than once via the internet, the last voting rights exercised will be deemed valid.
Electronic Voting
Rights Exercise
Platform

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

3

<Instructions for exercising Voting Rights via the internet>
Method of scanning QR code

Method of entering the login ID and tentative
password

Corporate Agency Division
For inquiries regarding the system, etc. Mitsubishi UFJ Trust and Banking Corporation(Helpdesk)
0120-173-027 (toll-free within Japan)
from 9:00 a.m. to 9:00 p.m.

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

4

[TRANSLATION]
REFERENCE MATERIALS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERS(Reference) List of the Candidates of the First and Second Items of Business
The candidates for the first and second items of business are as follows.
First Item of Business Election of 8 (Eight) Directors (Excluding Directors who are Audit andSupervisory Committee Members)
NumberAreas of Expertise (Note)
Current Position andResponsibility at theManageFinance Treasury Law
GlobalCompany
ment

Name

1

Reappointment

Mr. Takahiro
Yanai

Director, Chairman

●

●

2

Reappointment

Mr. Taiju
Hisai

Representative
Director, President
& CEO

●

●

●

3

New
Mr. Aiichiro
Appointment Matsunaga

Deputy President
Overall Operation

●

●

●

●

●

4

Reappointment

Mr. Kazumi
Anei

5

Reappointment

Mr. HaruhikoSato

6

Reappointment

Ms. Yuri
Sasaki7

New
Ms. Kayoko
Appointment Kawamura

8New
Mr. Shota
Appointment Kondo

Director, Deputy
President
in charge ofCustomer Solutions
Unit
Director, Managing
Executive Officer
Head of Corporate& Strategic
Planning Division
CFO(Chief Financial
Officer)
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director

●

●

DX

●

●

Director

●

–

●

–

5

●

●

Second Item of Business Election of 4 (Four) Directors who are Audit and Supervisory Committee
Members
NumberAreas of Expertise (Note)
Current Position andResponsibility at the ManageFinance Treasury Law
GlobalCompany
ment

Name

1

New
Mr. Yoshitaka
Appointment Shiba

2

New
Mr. Hiroyasu
Appointment Nakata

3

Reappointment

Ms. Hiroko
Kaneko4

Reappointment

Mr. Masayuki
Saito

AdvisorOutside Director
Independent Director

●

●

●
●

Director

Director(Audit &Outside Director
Supervisory
Independent Director
Committee
Member)Director(Audit &Outside Director
Supervisory
Independent Director
Committee
Member)

●

●

●

●

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

6DX

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

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

NumberCandidate’s Name
(Date of Birth)

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

1

Number ofCompany’s
Sharesowned

Joined The Mitsubishi Bank, Ltd.
Managing Executive Officer of The Bankof Tokyo-Mitsubishi UFJ, Ltd. (BTMU)In charge of CIB (Corporate Investment
Banking) and Secondarily in charge ofMarket Sales Division
24,400Managing Officer, Deputy Group Head,
Integrated Trust Assets Business Group,
Potential
Deputy Group Head, Integrated Corporateshares:Banking Business Group, and Head of the
Corporate & Investment Banking Planning 207,700
Division of Mitsubishi UFJ Financial*The numberGroup, Inc. (MUFG)
of potential
June 2015
Managing Director, Chief Executive,
sharesReappointment
Retail Banking Business Unit of BTMU
represents theManaging Executive Officer, Group Head, number ofIntegrated Retail Banking Business Group shares to be
Takahiro Yanai
issued uponof MUFG(May 4, 1958)
exercise of
May 2016
Senior Managing Executive Officer,
shareGroup Head, Transaction Banking Groupacquisitionof BTMU
rights granted
June 2017
President & CEO of Mitsubishi UFJ Lease in the past
under the& Finance Company Limited (MUL)stock-based
Concurrently served as Executive Officer compensationof MULstock option
plan.
April 2021
Representative Director, President & CEO
of Mitsubishi HC Capital Inc. (theCompany)
Concurrently served as Executive Officerof the Company
April 2023
Director, Chairman of 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 (currently the Company) based on his management experience at major
Japanese financial institutions. He has a wealth experience as the chief of business execution,
leading the management of the Company as it expands globally. By using deep knowledge based on
his experience, he has been in charge of supervision of management as a non-Executive Director,
Chairman since April 2023. We have deemed him to be the best candidate to aim for further
improvement of the soundness of the management of the Company and enhancement of corporate
value over the medium to long term. We are therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)

7

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility and Representative
Status in other Companies
April 1985
July 2011

July 2012

June 2014

Reappointment
2

September 2014

Taiju Hisai(April 27, 1962)

May 2016
April 2018
April 2019
June 2021

June 2022
April 2023

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

8

Number ofCompany’s
Sharesowned

5,300
Potential
shares:55,600*The numberof potential
sharesrepresents thenumber ofshares to beissued upon
exercise ofshareacquisitionrights grantedin the past
under thestock-based
compensation
stock option
plan.

Reasons for proposing the candidate as Director
Since 2021, Mr. Taiju Hisai had served as the Deputy President and an Executive Officer of theCompany and has led the overall business of the Company based on a wealth of management
experience at a major Japanese financial institution. He has served as the Representative Director,
President & CEO and an Executive Officer acting as the chief of business execution since April
2023. He has sufficient experience and knowledge to assume business management of the Company
as it expands globally. We have deemed him to be the best candidate to take command of businessas the Representative Director, President & CEO and an Executive Officer and to aim for theCompany’s sustainable growth and improvement of corporate value over the medium to long term.
We are therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)

9

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility and Representative
Status in other Companies
April 1986
May 2013
October 2013

March 2014
April 2014

April 2017
New Appointment
3

Aiichiro Matsunaga(March 14, 1963)
April 2018

April 2019
April 2022

July 2022
April 2024

Joined Mitsubishi Corporation
General Manager, Power Systems
International Dept., New Energy & Power
Generation Div. of Mitsubishi Corporation
General Manager, Power Systems
International Dept., New Energy & Power
Generation Div. of Mitsubishi Corporation(Concurrently) Executive Vice Presidentof Mitsubishi Corporation Machinery, Inc.
Global Environmental & Infrastructure
Business Group CEO Office of Mitsubishi
Corporation
President, Mitsubishi Corporation do
Brasil, S.A., Sao Paulo(Concurrently) Deputy Regional CEO,
Latin America and the Caribbean(Concurrently) General Manager,
Asuncion Liaison OfficeSenior Vice President (Riji) of Mitsubishi
Corporation
Regional CEO, Latin America and the
Caribbean, Sao Paulo, Brasil(Concurrently) President, Mitsubishi
Corporation do Brasil, S.A.
(Concurrently) General Manager,
Asuncion Liaison OfficeSenior Vice President (Shikko-Yakuin) of
Mitsubishi Corporation
Regional CEO, Latin America and the
Caribbean, Sao Paulo, Brasil(Concurrently) President, Mitsubishi
Corporation do Brasil, S.A.
(Concurrently) General Manager,
Asuncion Liaison Office
Executive Vice President,Group CEO, Industrial InfrastructureGroup of Mitsubishi Corporation
Executive Vice President, Group CEO,Power Solution Group, and Power &Retail DX Task Force Leader of
Mitsubishi Corporation
Executive Vice President, Group CEO,Power Solution Group of
Mitsubishi Corporation
Deputy President,
Concurrently serves as Executive Officerof the Company (incumbent)

10

Number ofCompany’s
Sharesowned

0Potential
shares:0* The numberof potential
sharesrepresents thenumber ofshares to beissued upon
exercise ofshareacquisitionrights grantedin the past
under thestock-based
compensation
stock option
plan.

Reasons for proposing the candidate as Director
Since April 2024, Mr. Aiichiro Matsunaga has served as Deputy President and Executive Officer of
the Company. With a wealth of management experience at a major Japanese general trading company,
he has managed the overall operations to assist the President. He has sufficient experience andknowledge 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 over the
medium to long term as an Executive Director, and are therefore appointing him as a new candidate
for Director.

11Number

Candidate’s Name
(Date of Birth)

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

April 2005
April 2010
April 2011
October 2011
April 2014

April 2015
April 2016
Reappointment
4

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

April 2019

April 2020

April 2021
May 2021

Joined Hitachi Leasing Corp.
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 Capital
Co-Head of Corporate Business Divisionof Hitachi Capital
Corporate Officer, Head of Corporate
Business Division, and Co-Head of
Account Sales Promotion Division of
Hitachi Capital
Corporate Officer and Head of Corporate
Business Division, Corporate Sales &Marketing Group of Hitachi Capital
Executive Officer, Head of Corporate
Business Division, Corporate Sales &Marketing Group, and Head of Service
Business Division of Hitachi Capital
Executive Officer, Corporate Sales &Marketing Group, in charge of Japan, andHead of Customer E&E Business Divisionof Hitachi Capital
Vice President and Executive Officer, CoHead of Corporate Sales & MarketingGroup, in charge of Japan, and Head ofEnvironment and Energy Business,
Corporate Business Division, Customer
E&E Business Division of Hitachi Capital
Vice President and Executive Officer, CoHead of Corporate Sales & MarketingGroup, and Chief Executive for Japan,
Corporate Sales & Marketing Group of
Hitachi Capital
Senior Vice President and Executive
Officer, Chief Marketing Officer, andHead of Business Enhancement Division(in charge of Europe and the Americas) of
Hitachi Capital
Director, Senior Managing Executive
Officer of Mitsubishi HC Capital Inc. (theCompany)
Director, Deputy President of theCompany (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)

12

Number ofCompany’s
Sharesowned

56,500Potential
shares:55,600* The numberof potential
sharesrepresents thenumber ofshares to beissued upon
exercise ofshareacquisitionrights grantedin the past
under thestock-based
compensation
stock option
plan.

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 overallbusiness of the Company as the Director, Deputy President, and an Executive Officer of theCompany. He has sufficient experience and knowledge to assume business management of theCompany as it expands globally. We expect him to contribute to the Company’s sustainable growthand improvement of corporate value over the medium to long term as an Executive Director, and are
therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)13

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
April 2011

Reappointment
Haruhiko Sato
(June 19, 1965)

5

March 2014
April 2019
April 2021

Number ofCompany’s
Sharesowned

Joined Mitsubishi Corporation0
Mitsubishi International GmbH (based in
Dusseldorf)
Potential
Finance Director, Moscow Office ofshares:Mitsubishi Corporation
31,900Treasurer Office of Mitsubishi Corporation
Deputy General Manager, Structured* The number
Finance, M&A Advisory Dept. ofof potential
Mitsubishi Corporation
sharesrepresents the
Senior Vice President, Corporate Staff
number ofSection and CFO of Mitsubishi
shares to be
Corporation (Americas)
issued upon
General Manager, Power Solution
exercise of
Administration Department of Mitsubishi
shareacquisition
Corporationrights granted
Director, Managing Executive Officer ofin the past
Mitsubishi HC Capital Inc. (the Company)
under the(incumbent)
stock-based
compensation
stock option
plan.

Reasons for proposing the candidate as Director
Mr. Haruhiko Sato currently assumes the positions of the Head of Corporate & Strategic Planning
Division and Head of Treasury & Accounting Division, serving as the Director, Managing
Executive Officer of the Company. He has a wealth of experience at a major Japanese general
trading company, as well as experience and knowledge in the corporate division, which he has
cultivated while engaged in the business management of the Company as it expands globally. We
expect him to utilize this background and contribute to the Company’s sustainable growth andimprovement of corporate value over the medium to long term as an Executive Director. We are
therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)

14

Number

Candidate’s Name
(Date of Birth)

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

6

Number ofCompany’s
Sharesowned

Assistant at Hitotsubashi University(Faculty of Commerce and Management)
April 1998
Assistant Professor of Faculty ofCommerce, Takachiho University of
1,300
Commerce (current Takachiho University)
April 2001
Assistant Professor of Faculty ofPotential
Economics, Meiji Gakuin University
shares:April 2006
Visiting Scholar at University of0
Washington
April 2007
Professor of Faculty of Economics, Meiji* The number
Gakuin University (incumbent)of potential
Reappointment
June 2014
Director of JBA TIBOR Administration
shares
Outside Director
represents theJanuary 2015
Expert Committee Member of Financial
number of
Independent Director
System Council of Financial Services
shares to be
Agency (incumbent)
issued upon
November
2015
Visiting
ScholaratUniversityofexercise of
Yuri Sasaki
share
Washington(May 26, 1967)
acquisition
June 2018
Director of Hitachi Capital Corporationrights granted(currently the Company)in the past
April 2020
Dean of Faculty of Economics, Meiji
under theGakuin University
stock-based
compensation
April 2021
Director of Mitsubishi HC Capital Inc.
stock option(the Company) (incumbent)
plan.
July 2022
Director of Meiji Yasuda Life Insurance
Company (incumbent)(Important Status in other Companies)
Professor of Faculty of Economics, Meiji Gakuin University
Director of Meiji Yasuda Life Insurance Company
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 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.
Supplementary information on independence
Ms. Yuri Sasaki has satisfied the “Independence Standards for Outside Directors” set forth by theCompany. She is currently a Director of Meiji Yasuda Life Insurance Company. However, thetransaction amount for fiscal 2023 between Meiji Yasuda Life Insurance Company and theCompany’s group was less than 1% of the insurance premiums and other income of Meiji Yasuda
Life Insurance Company and consolidated revenues of the Company. Therefore, such relationshipwould not affect her independence.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)Term of office as an Outside Director: 3 years and 3 months

15

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility and Representative
Status in other Companies
April 1987
August 1999

7

Number ofCompany’s
Sharesowned

Joined IBM Japan, Ltd.
Executive Assistant to the GM of Global
Services, IBM Asia Pacific and Japan
January 2006
Manager, Global Delivery Solution of
IBM Japan, Ltd.
April 2008
Director, Head of Open System
Development of IBM Japan, Ltd.
July 2009
Director, Head of Financial Service
0
Delivery - Application Management
Service Delivery of IBM Japan, Ltd.
Potential
shares:March 2010
Director (non-executive), Regional Bank
0
Solution and Services Co., Ltd. (until
New Appointment
March 2015)* The number
Outside Director
Director (non-executive), IBM Globalof potential
Services Japan Collaboration Solutions
Independent Director
sharesand Services Company (until March 2015) represents
theJanuary 2012
Director, Head of Application
number of
Kayoko Kawamura
Management Service Delivery of IBM
shares to beissued upon
(July 12, 1964)
Japan, Ltd.
Note: Ms. Kayoko
March 2012
Director (non-executive), D&I Information exercise ofshare
Kawamura’s registered
Systems Inc. (until March 2015)
acquisition
name is Kayoko
Director (non-executive), MLI Systems
rights granted
Ishigami.
Inc. (until March 2015)
in the past
under theJuly 2016
Director, Head of Sales, Technology
stock-based
Support Service of IBM Japan, Ltd.
compensation
January 2019
Director, Head of Business Consulting ofstock option
Teradata Japan, Ltd.
plan.
April 2021
Director, Head of Business Consulting,Executive Officer of Teradata Japan, Ltd.
July 2021
Senior Director, Customer Support
Services, Executive Officer of Teradata
Japan, Ltd. (incumbent)(Important Status in other Companies)
Senior Director, Customer Support Services, Executive Officerof Teradata Japan, Ltd.

16

Reasons for proposing the candidate as Director and roles expected of the candidate
Ms. Kayoko Kawamura has a wealth of experience and knowledge in DX, having previously served
as a systems engineer and head of application development for financial institutions among otherpositions at IBM Japan Ltd., and is currently primarily responsible for supporting digitaltransformation (DX) for client companies. In addition, since she has experience in the managementof corporate organizations as a part-time officer, we expect her to contribute to appropriate decision
making and supervision of overall management by the Board of Directors as an independent Outside
Director, and are therefore appointing her as a new candidate for Director.
We expect her to use her knowledge to advise us on the promotion of DX, one of our importantmeasures, 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
the soundness, transparency, and fairness of the management of the Company as a member of theGovernance Committee, Nomination Committee and Compensation Committee.
Supplementary information on independence
Ms. Kayoko Kawamura has satisfied the “Independence Standards for Outside Directors” set forth
by the Company. She is currently an Executive Officer of Teradata Japan, Ltd. However, there is no
significant trade or other relationship between the Company and Teradata Japan, Ltd. Therefore,such relationship would not affect her independence.

17

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility and Representative
Status in other Companies
April 1991
May 2013

8

Joined Mitsubishi Corporation
General Manager, Russia Business Dept.,
Natural Gas Business Div. of Mitsubishi
Corporation
April 2016
General Manager, Shale Gas Business
Dept., Natural Gas Business Div. of
Mitsubishi Corporation
April 2017
General Manager, Canada Oil & Gas
Business Dept., Energy Resources Div. B
of Mitsubishi Corporation
April 2019
General Manager, Houston Branch of
Mitsubishi Corporation (Americas)(Concurrently) General Manager, Houston
New Appointment
Branch of Mitsubishi International
Outside Director
Corporation
April 2020
General Manager, Natural Gas GroupCEO Office of Mitsubishi Corporation
Shota Kondo
April 2021
Senior Vice President, General Manager,(September 27, 1967)
Natural Gas Group CEO Office of
Mitsubishi Corporation
April 2022
Senior Vice President, General Manager,
Corporate Strategy & Planning Dept. of
Mitsubishi Corporation
April 2024
Executive Vice President, Group CEO,
Smart-Life Creation Group of Mitsubishi
Corporation (incumbent)
May 2024
Director of Lawson, Inc. (incumbent)(Important Status in other Companies)
Executive Vice President, Group CEO, Smart-Life Creation
Group of Mitsubishi Corporation
Director of Lawson, Inc.

Number ofCompany’s
Sharesowned

180
Potential
shares:0* The numberof potential
sharesrepresents thenumber ofshares to beissued upon
exercise ofshareacquisitionrights grantedin the past
under thestock-based
compensation
stock option
plan.

Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Shota Kondo 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 contribute to 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. As Mr. Kondo concurrently serves as
the Executive Vice President of Mitsubishi Corporation, a major shareholder of the Company, he is
not designated as an Independent Director. Mitsubishi Corporation is an important business partner
for the Company to work together with to aim for the improvement of corporate value.
Among other positions, including overseas assignments in the U.S., he had served as General
Manager, Natural Gas Group CEO Office and General Manager, Corporate Strategy & Planning Dept.
Currently he assumes a position of the Group CEO, Smart-Life Creation Group. We expect to utilize
Mr. Kuga’s management experience and extensive knowledge in overall Japanese and international
businesses for the Company’s management and effectively utilize advice from him, who has served
as a chief of business areas of collaboration between Mitsubishi Corporation and the Company. We
deem that this will lead to the improvement of the Company’s corporate value and contribute to theenhancement of the interests of all shareholders including minority shareholders.
Mr. Kondo has indicated his intention to perform his duties as a Director for the benefit of theCompany, and not for any specific shareholder. If any item of business posing a conflict of interest
between Mitsubishi Corporation and the Company is submitted to the Company’s Board of Directors,
he will participate in neither the resolutions nor the deliberations. We expect him to use his knowledge
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.

19

(Notes) 1. There are no special interests between each candidate and the Company.
2. Ms. Yuri Sasaki, Ms. Kayoko Kawamura and Mr. Shota Kondo 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.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto agreements (Liability Limitation Agreements) with Mr. Takahiro Yanai and Ms. Yuri Sasaki tolimit their liability for damages, to the extent of the minimum amount of liability provided for underlaws 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 ofbusiness is approved, the Company plans to renew these agreements without making changes to theircontents, and to newly conclude an agreement with Ms. Kayoko Kawamura and Mr. Shota Kondothat has the same content as this agreement
4. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. In the event of aclaim for damages submitted by a shareholder or a third party, etc., said insurance agreement shallcover damages including compensation for damages and legal expenses to be borne by the insured
parties. The candidates for Director in this item of business are to be included as insured parties insaid insurance agreement. The agreement is to be renewed with the same contents when the agreement
is next up for renewal.
5. The Company has registered Ms. Yuri Sasaki with the Tokyo Stock Exchange as independent officer,
and if this item of business is approved, the Company will continue to register said candidate withsaid stock exchange. The Company plans to register Ms. Kayoko Kawamura with the Tokyo Stock
Exchange as independent officer.
6. Ms. Yuri Sasaki has not been involved in corporate management in any way other than assuming
office as Outside Director or Outside Statutory Auditor.; however, we believe that she will be able toproperly perform her duties as Outside Director for the reasons stated in “Reasons for proposing thecandidate as Director and roles expected of the candidate.”

20

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

21

Second 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 (the term of office: 2
years).
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 1986

1

Number ofCompany’s
Sharesowned

Joined The Tokai Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2009
General Manager, Kibafukagawa
Commercial Banking Office of The Bankof Tokyo-Mitsubishi UFJ, Ltd.
May 2011
Deputy General Manager, Human
0
Resources Division (Nagoya) of The Bankof Tokyo-Mitsubishi UFJ, Ltd.
Potential
shares:June 2012
Executive Officer and General Manager,0
Credit Division of The Bank of TokyoMitsubishi UFJ, Ltd.
* The number
May 2014
Executive Officer and General Manager,of potential
Internal Audit & Credit Examination
sharesNew Appointment
Division of The Bank of Tokyo-Mitsubishi represents theUFJ, Ltd.
number ofshares to be
Yoshitaka Shiba
May 2016
Managing Executive Officer, in charge ofcorporate banking offices and branches in issued upon
(July 25, 1961)
exercise ofCentral Region of Japan of The Bank of
shareTokyo-Mitsubishi UFJ, Ltd.
acquisitionrights granted
July 2018
Managing Executive Officer, Regionalin the pastHead, Commercial Banking Offices andunder theBranches in Central Region of Japan ofstock-based
MUFG Bank, Ltd.
compensation
April 2020
Senior Managing Corporate Executive,
stock option
Group CAO, and Managing Director,
plan.
Head of Internal Audit Division of
Mitsubishi UFJ Financial Group, Inc.
April 2024
Managing Executive Officer of Mitsubishi
UFJ Financial Group, Inc.
May 2024
Advisor of the Company (incumbent)
Reasons for proposing the candidate as Director who is an Audit and Supervisory Committee
memberMr. Yoshitaka Shiba has a management experience at major Japanese financial institutions andexperience as Group CAO and Head of Internal Audit Division. We expect him to use his
experience and 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.)

22

Number

Candidate’s Name
(Date of Birth)

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

2

Number ofCompany’s
SharesownedCompleted the legal apprentice course at
the Legal Training and Research Instituteof the Supreme Court of Japan Admitted tothe bar (Daini Tokyo Bar Association)(until March 1990)
2,700
April 1990
Associate Professor at Faculty of Law andEconomics, Chiba University
Potential
June 1993
Professor at Faculty of Law andshares:Economics, Chiba University0
April 1995
Professor at Faculty of Law, Hitotsubashi
University* The number
Professor of Graduate School of Law,
New Appointment April 1999
of potential
Hitotsubashi University
shares
Outside Director
represents theApril 2003
Trustee of Hitotsubashi University
Independent Director
number of
April 2008
Professor at The University of Tokyo
shares to be
Graduate Schools for Law and Politics and issued upon
Hiroyasu Nakata
The University of Tokyo Faculty of Law
exercise of
share
April
2015
Emeritus
Professor of Hitotsubashi(August 29, 1951)
acquisition
University
rights granted
April 2017
Professor at Waseda Law Schoolin the past
June 2017
Emeritus Professor of The University ofunder theTokyo
stock-based
compensation
June 2018
Audit & Supervisory Board Member ofstock option
Mitsubishi UFJ Lease & Financeplan.
Company Limited (currently theCompany)
April 2021
Director of the Company (incumbent)(Important Status in other Companies)–
Reasons for proposing the candidate as Director who is an Audit and Supervisory Committee
memberMr. Hiroyasu Nakata has contributed to appropriate decision making and supervision of overallmanagement by the Board of Directors as a Director who is not Audit and Supervisory Committee
member.
We expect him to use deep knowledge as a legal expert to contribute to appropriate decision making
and supervision of overall management by the Board of Directors an independent Outside Director,
as well as to neutral and objective audits. We are therefore appointing him as a new candidate for
Director (Audit and Supervisory Committee Member).
We expect him to use his knowledge to contribute to ensuring sound management of the Company as
an independent Outside Director 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 GovernanceCommittee, Nomination Committee and Compensation Committee.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)23

Number

Candidate’s Name
(Date of Birth)

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

3

Number ofCompany’s
Sharesowned

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
June 2018
Audit & Supervisory Board Member, The
2,700
Shoko Chukin Bank, Ltd.
June 2019
Director of Kanagawa Chuo Kotsu Co.,
Potential
Ltd.
shares:0June 2020
Audit & Supervisory Board Member of
Mitsubishi UFJ Lease & Finance* The number
Company Limited (currently the
Reappointmentof potential
Company)
shares
Outside Director
February 2021
Member of Business Accounting Council, represents the
Independent Director
Financial Services Agency (incumbent)
number ofsharesto be
April 2021
Director, Audit & Supervisory Committee
issuedupon
Member of Mitsubishi HC Capital Inc.
Hiroko Kaneko
exercise of(the Company) (incumbent)
share(March 28, 1958)
March 2022
Member of the Board, The Yokohama
acquisitionrights granted
Rubber Co., Ltd.
in the past
June 2022
Director (Audit and Supervisory
under theCommittee Member), Kanagawa Chuo
stock-based
Kotsu Co., Ltd. (incumbent)
compensation
June 2023
Audit & Supervisory Board Member ofstock option
plan.
Development Bank of Japan Inc.
(incumbent)
June 2023
Audit & Supervisory Board Member ofShin-Etsu Chemical Co., Ltd. (incumbent)(Important Status in other Companies)
Director (Audit and Supervisory Committee Member) of
Kanagawa Chuo Kotsu Co., Ltd. (scheduled to retire on June27, 2024)
Audit & Supervisory Board Member of Development Bank ofJapan Inc.
Audit & Supervisory Board Member of Shin-Etsu ChemicalCo., Ltd.

24

Reasons for proposing the candidate as Director who is an Audit and Supervisory Committee member
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
and supervision 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 ofthe management of the Company as an independent Outside Director from an objective perspective
independent of executive management responsible for executing business and to contribute to theimprovement of the soundness, transparency, and fairness of the management of the Company as amember of the Governance Committee, Nomination Committee and Compensation Committee.
Supplementary information on independence
Ms. Hiroko Kaneko has satisfied the “Independence Standards for Outside Directors” set forth by theCompany. She currently serves as a Director of Kanagawa Chuo Kotsu Co., Ltd., an Audit &Supervisory Board Member of Development Bank of Japan Inc., and an Audit & Supervisory Board
Member of Shin-Etsu Chemical Co., Ltd. The transaction amount for fiscal 2023 between each of thecompanies and the Company’s group was less than 1% of the consolidated revenue equivalents ofeach of these companies. Therefore, such relationship would not affect her independence.
Attendance at Board of Directors meetings (FY2023): 15 out of 15 times (100%)
Attendance at Audit and Supervisory Committee meetings (FY2023): 15 out of 15 times (100%)Term of office as an Outside Director: 3 years and 3 months

25

Number

Candidate’s Name
(Date of Birth)

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

4

Joined Dainippon Ink and Chemicals,
Incorporated (currently DIC Corporation)
April 2008
Executive Officer, in Charge of Finance &Accounting Div. of DIC Corporation
June 2010
Director, Executive Officer, in Charge ofFinance & Accounting Div. of DIC
Corporation
April 2011
Director, Managing Executive Officer, in
Charge of Finance & Accounting Div. of
DIC Corporation
April 2012
Representative Director, Senior Managing
Executive Officer, Assistant to President
and CEO, and in Charge of Finance &Accounting Div. of DIC Corporation
April 2013
Representative Director, Senior Managing
Executive Officer, Assistant to President
and CEO, and in Charge of Finance &Reappointment
Accounting Div. of DIC Corporation
Outside Director
Chairman of the Supervisory Board, Sun
Chemical Group Coöperatief U.A.
Independent Director
January 2016
Representative Director, Executive Vice
President,
CFO, and Assistant to President
Masayuki Saito
and CEO of DIC Corporation(November 8, 1954)
Chairman of the Supervisory Board, Sun
Chemical Group Coöperatief U.A.
January 2020
Representative Director, Executive Vice
President, and Assistant to President andCEO 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
Chairman of the Supervisory Board, Sun
Chemical Group Coöperatief U.A.
June 2022
Director, Audit & Supervisory Committee
Member of Mitsubishi HC Capital Inc.
(the Company) (incumbent)
March 2024
Advisor of DIC Corporation (incumbent)(Important Status in other Companies)
Advisor of DIC Corporation

Number ofCompany’s
Shares
owned

26

2,700
Potential
shares:0* The numberof potential
sharesrepresents thenumber ofshares to beissued upon
exercise ofshareacquisitionrights grantedin the past
under thestock-based
compensation
stock option
plan.

Reasons for proposing the candidate as Director who is an Audit and Supervisory Committee member
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 toappropriate decision making and supervision of overall management by the Board of Directors, aswell 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 contribute toensuring the soundness of the management of the Company from an objective perspective
independent of executive management responsible for executing business and to contribute to theimprovement of the soundness, transparency, and fairness of the management of the Company as amember of the Governance Committee, Nomination Committee and Compensation Committee.
Supplementary information on independence
Mr. Masayuki Saito has satisfied the “Independence Standards for Outside Directors” set forth by theCompany. He is currently an Advisor of DIC Corporation. However, the transaction amount for fiscal
2023 between DIC Corporation and the Company’s group was less than 1% of consolidated revenuesof the Company. Therefore, such relationship would not affect his independence.
Attendance at Board of Directors meetings (FY2023): 14 out of 15 times (93%)
Attendance at Audit and Supervisory Committee meetings (FY2023): 15 out of 15 times (100%)Term of office as an Outside Director: 2 years and 0 months(Notes) 1. There are no special interests between each candidate and the Company.
2. Mr. Hiroyasu Nakata, 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.
3. 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. Hiroko Kaneko,
and Mr. Masayuki Saito 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 andregulations are met with respect to the liability for damages under Article 423, Paragraph 1 of theCompanies Act. If this item of business is approved, the Company plans to renew these agreements
without making changes to their contents, and to newly conclude an agreement with Mr. Yoshitaka
Shiba that has the same content as this agreement.
4. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. In the event of aclaim for damages submitted by a shareholder or a third party, etc., said insurance agreement shallcover damages including compensation for damages and legal expenses to be borne by the insured
parties. The candidates for Director in this item of business are to be included as insured parties insaid insurance agreement. The agreement is to be renewed with the same contents when the agreement
is next up for renewal.
5. The Company has registered Mr. Hiroyasu Nakata, Ms. Hiroko Kaneko, and Mr. Masayuki Saito with
the Tokyo Stock Exchange as independent officers, and if this item of business is approved, theCompany will continue to register said candidates with said stock exchange.
6. Mr. Hiroyasu Nakata and Ms. Hiroko Kaneko have not been involved in corporate management inany way other than by assuming office as Outside Director or Outside Statutory Auditor.; however,
we believe that they will be able to properly perform their duties as Outside Directors (Audit andSupervisory Committee Members) for the reasons stated in “Reasons for proposing the candidate as
Director who is an Audit and Supervisory Committee member and roles expected of the candidate.”27

<Reference>● The Company’s Selection Standards for Directors
1. Directors should be mentally and physically sound enough to execute business.
2. Directors should be persons who are well respected, possess excellent integrity and holdthemselves to high ethical standards.
3. Directors should have a law-abiding spirit.
4. Directors should be expected to have the ability to make objective judgments regarding
management and have excellent insight and perspicacity.
5. Based on the candidates’ knowledge, experience, ability, etc., it should be reasonably consideredthat 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 term ofoffice.
● 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 thatthe individual fulfills the requirements for independent directors set forth by the financial instruments
exchanges of Japan, such as the Tokyo Stock Exchange, and then through multifaceted 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 in monetaryor 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 exceedinga certain amount (Note 4).
Note 1 An Executive refers to an Executive Director, Executive Officer, or other employees.
Note 2 A lender that exceeds the Company’s standard refers to a lender from whom the amount theCompany has borrowed exceeds 2% of the consolidated total assets of the Company.
Note 3 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 the Company
or of the business partner.
Note 4 Donations exceeding a certain amount refer to a donation exceeding 10 million yen per fiscal
year.
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 with thefinancial 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.

28

Overview of Financial Results■

Net income attributable to owners of the parent increased by ¥7.6 billion (up 6.5%) year on year to¥123.8 billion, exceeding the initial forecast of ¥120.0 billion and hitting a record high.
New transaction volume increased by ¥411.3 billion (up 15.6%) year on year to ¥3.0519 trillion,
mainly due to an increase in new transactions in the Aviation, Real Estate businesses, etc.
ROA*1 was 1.1%, as per the initial forecast (1.1%), while ROE*2 was 7.7%, slightly lower than theinitial forecast (7.8%) due to depreciation of the yen.

■
■

1
2
3
4

6
7
8

Revenues
Gross Profit
Operating Income
Recurring Income
Quarterly net income
attributable to owners of theparentNew Transactions Volume
ROA*1
ROE*2

9
10
11
12

Total Equity
Total Assets
Equity Ratio
Segment Assets*3

5

1H FYE 3/2023
1,896.2
357.3
138.7
146.0

1H FYE 3/2024
1,950.5
380.0
146.1
151.6

YoY Change
+54.3
+22.7
+7.4
+5.5

(Billions of yen)
YoY Change (%)
+2.9%
+6.4%
+5.4%
+3.8%
+6.5%

116.2

123.8

+7.6

2,640.6
1.1%
8.2%

3,051.9
1.1%
7.7%+411.30.0pt-0.5ptFYE 3/2023
1,551.0
10,726.1
14.3%
9,632.9

FYE 3/2024
1,705.3
11,149.8
15.1%
10,179.4

YoY Change+154.3+423.6+0.8 pt+546.5+15.6%––(Billions of yen)
YoY Change (%)
+9.9%
+3.9%
–
+5.7%

*1 ROA: Return On Asset*2 ROE: Return On Equity*3 Segment Assets include Operating Assets, Equity Method Investments, Goodwill, and Investment
Securities, etc.

29Dividend Policy■■■

As a general rule, we will return profits to shareholders by distributing dividends and increase thetotal amount of dividend payments through profit growth.
The annual dividend per share for the fiscal year ended March 31, 2024 is ¥37, up ¥4 year on
year, as per initial forecast.
The annual dividend per share for the fiscal year ending March 31, 2025 is forecasted to be ¥40,
up ¥3 year on year (interim dividend: ¥20, year-end dividend: ¥20), in line with the policy of adividend payout ratio of 40% or more during the period of the current Medium-term Management
Plan.

Annual Dividend for FYE 3/2024

37.00 yen [Payout Ratio: 42.9%](Interim Dividend for FYE 3/2024

19.00 yen)

Annual Dividend for FYE 3/2024 (forecast)

40.00 yen [Payout Ratio: 42.5%]

Changes in Dividend* Mitsubishi UFJ Lease & Finance’s results from FYE 3/2016 to FYE 3/2021

30

Introduction to the Company’s Businesses■

The Group is conducting its business in the seven segments of “Customer Solutions,” “Global
Business,” “Environment & Energy” (Note 1), “Aviation,” “Logistics,” “Real Estate,” and“Mobility.”[Overview of the Segments for FY2023] (Billions of yen)

(Note 1) Following the organizational changes effective April 1, 2023, the name of the reportable segment “Environment,
Energy & Infrastructure” was changed to “Environment & Energy” from the fiscal year ended March 31, 2024.
(Note 2) Total segment assets of the Customer Solutions, Environment & Energy, Real Estate, and Mobility segments arecounted as domestic, and those of the Global Business, Aviation, and Logistics segments are counted as overseas.
However, since some segments include both domestic and overseas assets, the ratios are approximate values.
(Note 3) Adjustments primarily represent segment assets, expenses and revenues that are not attributable to the reporting
segment.

31

Customer Solutions
Main business
Finance solutions business for companies and government agencies, energy-saving solution business, sales
finance business provided through collaboration with vendors, real estate leasing business, and financial
service businessCore strategies● Enhance profitability by launching many new services for which we have concluded PoC*1 with eachpartner company.
● We will accelerate the evolution and layering of business models by creating various solutions that help
us provide added value to customers and resolve their management issues, and promoting internal
collaboration on and the dissemination of such solutions.
● Reform sales processes by improving accuracy and efficiency of sales activities through thedevelopment/usage of a new CRM*2 and the reallocation of human resources.
*1 PoC (Proof of Concept): Verification of feasibility of new ideas and technologies*2 CRM (Customer Relationship Management): Customer information management system

Environment & Energy
Main business
Renewable energy businessCore strategies● Further expand our domestic power generating capacity (solar, wind, etc.) (targeting over 1,000MW by
the end of FY2024).
● Accelerate sales of domestic solar and biomass power generation businesses in which we have a minority
stake*3.
● Develop renewable energy power generation businesses in Europe through European Energy A/S (acompany developing and operating renewable and next-generation energy businesses), in which we
acquired a 20% stake in April 2024.
● Replace our portfolio by selling overseas infrastructure assets.
*3 Minority stake: Investment in which shares of the investee company are acquired within a range that does
not exceed a majority of the voting rights (less than 50%) of the investee company.

Logistics
Main business
Marine container leasing business, railway freight car leasing businessCore strategies● Accumulate transactions by executing more new investments in the container leasing business, andmaintain high utilization rates by further sophisticating operations.
● Acquire highly profitable and long-term transactions in the North America freight railcar leasing businessand continue to generate gains on sales by strengthening O&D operations.

Mobility
Main business
Mobility-related businesses focused on auto leasing and fleet management services
Core strategies● Expand domestic and overseas EV integrated services.
● Reduce costs and strengthen sales capabilities from the merger of the two domestic auto leasing
companies.

32

Global Business
Main business
Finance solutions business in Europe, the Americas, China, and ASEAN, as well as sales finance business incollaboration with vendors.
Core strategies[Europe]● Promote the accumulation of high-quality new assets in the decarbonization domain and other businesses
as well as profit expansion strategies, such as an increase in gains on sales of used cars.
● Expand interest rate fees by reducing funding costs, etc.
[Americas]● Expand fees based on an improved interest rate environment as well as through initiatives such as revisingpricing standards, etc.
● In the sales finance business for commercial trucks, review the models and processes to control credit
risks in consideration of third-party assessments.
● Diversify and restructure our business portfolio to achieve appropriate risks and returns.

Aviation
Main businessAircraft leasing business and aircraft engine leasing businessCore strategies● Enhance profitability by strengthening coordination between the aircraft/aircraft engine leasing, engine
parts sales,*4 and Japan businesses.
● Stably expand the high-quality portfolio through M&A and other measures● Expand businesses and services aimed at realizing a decarbonized society*4 Engine parts sales: A business that dismantles used engines and sells the individual parts.

Real Estate
Main business
Real estate financing business, real estate investment business, real estate asset management businessCore strategies● Increase profit generated during leasing terms by enhancing development and adding value in Japan andcontinue to generate gains on sales of assets.
● O&D*5 in domestic finance businesses and restructuring of the Division’s portfolio.
● Reduce losses and collect the maximum amount of debts in problematic U.S. projects.
*5 O&D (Origination & Distribution): A business model for real estate non-recourse loans aiming toincrease profitability through sales or sub-participation of loans in part to external parties such as bydividing loans into senior loan portions and subordinated loan portions.

33

Initiatives on Corporate Governance[Corporate Governance Systems]
MHC is a company with an audit & supervisory committee, and has established a Board of Directors to
be responsible for important decision-making and supervisory functions, and an Audit & Supervisory
Committee to be responsible for audit and supervisory functions.
In addition, to further enhance its corporate governance, the Company has established the Nomination
Committee and the Compensation Committee, as advisory bodies to the Board of Directors related to
the nomination of the President, remuneration for Directors, and other matters. The Company has alsoestablished the Governance Committee, which consists of Outside Directors, Representative Directors,
and others, as an organization that gives the Board of Directors advice related to matters including
improvement of its effectiveness.
Alongside adopting an executive officer system, MHC has established an Executive Committee to serve
as a body for deliberation and decision-making on important management matters.

[Changes in Ratio of Directors]

34

Evaluation of the Effectiveness of the Board of Directors
The Company has continued efforts to further improve the effectiveness of the activities of the Board of
Directors based on the review and assessment by all of the Directors on their activities throughout theyear for the purpose of maintaining and improving the function of the Board of Directors.
Details of the effectiveness assessment of the Board of Directors for FY2023 is as follows.
[Major Initiatives for FY2023]
Issues in FY2022

Response to Issues

Allocating time fordeliberation according
to the significance of
the agenda items▪ Review the standards for items to be submitted to the Board of Directors andappropriately change the frequency of reports from each committee of the
management meeting, etc.
▪ Enhance prior explanations on key agenda items▪ Start a system for relevant departments to answer questions submitted bydirectors in advance.

Improving explanationsof agenda items▪ Thoroughly clarify the points of materials, simplify them, unify theirformats, etc.
▪ Bring forward the deadline for providing materials

Promotingunderstanding on
business▪ Ongoing reporting of the current status of each unit and each businessdivision▪ Ongoing provision of explanations of business details from each Division
Head of Corporate Center to Outside Directors at the Audit & Supervisory
Committee▪ Visit to domestic sites and investment facilities▪ Interview between Outside Directors and overseas Group companies’
management and visits to overseas sites

Enhancingcommunication▪ Continue to hold meetings of Independent Outside Directors only
▪ Hold opinion meetings between Independent Outside Directors andChairman and President

Providing opportunities
for self-development▪ Enhance opportunities for obtaining information on currently appropriate
themes such as DX and sustainability[Details of the Effectiveness Assessment of the Board of Directors for FY2023]▪ Having confirmed the validity of the self-assessment method used for FY2022, theCompany decided to conduct a survey of all Directors on the effectiveness of the Board of
Directors, Governance Committee, Nomination Committee, and Compensation
Committee, for FY2023 as well.
Assessment
mannerFebruary 2024
Governance Committee• Decided to conduct asurvey using aquestionnaire.
(discussed questions forthe questionnaire)

Results

March 2024

April/May 2024
Governance Committee

May 2024
Board of Directors• Summarized the evaluation• Finalized questions based • Confirmed issues andof the effectiveness in fiscal
discussed responses to theon the discussion in2023.
issues in the GovernanceFebruary.
Committee meetings in• All Directors answered
April and May based on thethe questionnaire.
results of the questionnaire.

The major results of the assessment above are shown below:(1) It was determined that the Board of Directors, etc. of the Company are sufficiently
performing their roles.
 Following the review of the standards for items to be submitted to the Board of
Directors in October 2023, lively discussions were held in the latter half of the35fiscal year because it became possible to use more time for deliberation overimportant agenda items. This led to fostering mutual understanding and common
awareness among Directors.
 Information has been provided to Outside Directors in various forms, andopinions have been exchanged in an atmosphere where it is easy to exchange
questions and opinions.
 Effective measures have been implemented to solve all of the issues that wererecognized in the previous effectiveness assessment. For example, Directors’
understanding of business was enhanced through prior explanations provided asnecessary, meetings of Independent Outside Directors only, visits to domestic
and overseas offices, etc.
 Substantial deliberation has been conducted with the Governance Committee,
Nomination Committee, and the Compensation Committee based on appropriate
provision of information.
(2) Meanwhile, it has been recognized that there is room for improvement in matters(themes) to be discussed in the Board of Directors, Governance Committee, Nomination
Committee, and the Compensation Committee, the contents of materials andexplanations to further enhance the effectiveness of the Board of Directors, etc.,
information provision frameworks, further enhancement of communication, and othermatters. We will address the further enhancement of corporate governance by steadily
implementing efforts to resolve every issue.

36

(Attached Documents)

Business Report(April 1, 2023 to March 31, 2024)
1. Matters concerning the Status of the Group(1) Business progress and results
1)

Overview of financial results, etc.
For the fiscal year ended March 31, 2024, net income attributable to owners of the parent increased by¥7.6 billion (+6.5%) to ¥123.8 billion. The annual dividend per share increased by ¥4 year on year to¥37, increasing for 25 consecutive fiscal years.

■ Revenues (consolidated)¥1,950.5 billion(year on year)+54.3 billion(year on year)■ Operating income(consolidated)¥146.1 billion
2)¥151.6 billion(+2.9%)■ Gross profit (consolidated)¥380.0 billion■ Recurring income(consolidated)■ Net income attributable toowners of the parent(consolidated)+22.7 billion¥123.8 billion(+6.4%)(year on year)■ New transactions volume(consolidated)+7.4 billion¥3,051.9 billion(+5.4%)(year on year)+5.5 billion(+3.8%)(year on year)+7.6 billion(+6.5%)(year on year)+411.3 billion(+15.6%)

Major topics
Formulation and announcement of the Medium-term Management Plan for FY2023 - FY2025 (2025MTMP)
The Company formulated the Medium-term Management Plan covering the three-year period from thefiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026 (the “2025 MTMP”), which
was announced in May 2023. The 2025 MTMP is positioned as the “hop” plan of our three Mediumterm Management Plans (“hop,” “step,” and “jump”) toward Our 10-Year Vision (Together weinnovate, challenge and explore the frontiers of the future). The financial targets for the fiscal year
ending March 31, 2026, the final year of the 2025 MTMP, are ¥160.0 billion in net income attributableto owners of the parent, approximately 1.5% ROA*1, and approximately 10% ROE*2, in addition to
40% or higher in payout ratio during the period of the 2025 MTMP. Net income attributable to ownersof the parent is used in the calculations of ROA and ROE.
For details on the 2025 MTMP, please refer to “2) The Company’s management strategy in the medium
to long term and issues to be addressed” under “(2) Issues to be addressed.”*1: Return On Asset*2: Return On Equity
Major business topics
Apr. 2023 ・Announced the conclusion of a “Virtual PPA” (non-fossil certificate transfer agreement
for renewable energy electricity) between Mitsubishi HC Capital Energy Inc., which isengaged in the renewable energy power generation business, and Tokyo Metro Co., Ltd.
・Made CenterPoint Development Inc., a Group company engaged in the development oflogistics facilities and an asset management business specializing in such facilities, awholly-owned subsidiary.
37

・Established the “Innovation Investment Fund” with a total ¥10.0 billion of funds available
for investments in startups with the aim to promote creation of new services anddevelopment of new businesses, and started operations.
<Investment activities in FY2023 (fiscal year ended March 31, 2024)>
Investee companies

Business description
Provision of DX services for hotel reservation management
and pricing
Operation of vending machines to contribute to reductionof food loss
Development and operation of online trading platformbusiness
Provision of products to improve hospital management
such as enhancement of regional cooperation
Operation of private lodging and short-term rental services
Development of electronic referral systems and medical
resource databases
Provision of DX services related to decarbonization and
EV energy management

Tabist Co., Ltd.
ZERO Co., Ltd
Credit Engine Group, Inc.
MedUp, Inc.
matsuri technologies Inc.
M-INT Inc.
Aakel Technologies Inc.

May 2023 ・Announced HSE Ltd., engaged in the renewable energy power generation business,launched a renewable energy aggregation business (prediction of renewable energy power
generation and preparation of power generation plans, and provision of electricity andnon-fossil value based on them).
Aug. 2023 ・Announced to start business operations in Silicon Valley in the U.S. to strengthen thebusiness intelligence function as part of the innovation initiatives.
Sep. 2023 ・Mitsubishi HC Capital Energy Inc. and Mitsubishi Auto Leasing Corporation launched
an integrated service necessary for the introduction and operation of EVs, including the
supply of EVs and charging infrastructure as well as renewable energy as the powersource.
・Announced the business alliance with Horizon Ocean Management, Ltd. with the aim ofstabilizing and improving efficiency of the O&M service (maintenance, inspection andrepair) in the offshore wind power generation business.
Nov. 2023 ・Announced the business alliance with Lenovo Japan LLC and Mitsubishi UFJ Trust andBanking Corporation with an aim to provide a comprehensive package service to support
startups, including PC subscription service.
・Announced the launch of a verification project using robots in logistics facilities, as a
METI commissioned project, together with BIC CAMERA INC. and YAMAZENCORPORATION.
・Started offering facial photo collection and authentication service on a subscription modelwith TOPPAN Edge Inc.
・Signed a partnership agreement with AeroEdge Co., Ltd. manufacturing and selling
aircraft engine parts with an aim to enhance the partnership to accelerate DX and SDGs
in the aviation industry.
Dec. 2023 ・Selected the first projects that passed the final review in the internal startup program of
the Zero-Gravity Venture Lab, an initiative aimed at accelerating new businessdevelopment, and officially launched the projects toward the establishment of a company.
・Announced to start a trial for a preventive maintenance service for infrastructure using anearthworm-like in-pipe crawling robot “Sooha” offered by SoLARIS Inc.
Jan. 2024 ・Decided to invest in European Energy A/S, a Danish company developing and operating
renewable and next generation energy business (investment was executed in April 2024).
・Transferred shares of DFL Lease Co., Ltd. and Shutoken Leasing Co., Ltd., both Group
companies.
Feb. 2024 ・Announced the launch of a joint venture for renewable energy generation based on a PPA(Power Purchase Agreement) between the Group, TOKYU CORPORATION andTOKYO POWER SUPPLY CO., LTD and the conclusion of a contract for the firstproject.
・Announced the transfer of shares of Sekisui Leasing Co., Ltd., a group company (transfer
scheduled for June 3, 2024).
38

・Decided to establish the “Robotics Business Development Department,” a dedicatedorganization to accelerate the development and promotion of new businesses in the
robotics sector, in April 2024.
Mar. 2024 ・Began the full-scale utilization of generative AI by the Company in cooperation with
Hitachi, Ltd.
3)

Operating results by reportable segment
Operating results by reportable segment are as follows.
In accordance with the organizational changes effective April 1, 2023, the name of the reportablesegment “Environment, Energy & Infrastructure” was changed to “Environment & Energy” from thecurrent fiscal year.
A description of the business in each segment is provided in “Principal business” section of the Other
Matters Subject to the Electronic Provision Measures (Matters Omitted from Documents Delivered toShareholders).

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

Total: 123.8
Total: 116.2
Customer Solutions
38.1
38.1

Global Business
Environment & Energy

16.6
Aviation
29.0

7.3
Logistics

11.6

27.3
Real Estate

6.2
15.3

17.8

12.6

11.9

3.7

2.7

Fisal year ended
March 31, 2023

Fiscal year ended
March 31, 2024

39

Mobility
Adjustments

Main factors for changes in segment profit
Segment profit amounted to ¥38.1 billion, which was nearly unchanged from thelevel as the previous fiscal year, mainly due to an increase in gains on sales of
Customer Solutions strategic shareholdings, despite large gains on sales of assets related to real estateleasing recorded in the previous fiscal year and the absence of guarantee received forcertain projects.

Global Business

Environment &EnergyAviation

Segment profit decreased by ¥12.4 billion (-42.8%) year on year to ¥16.6 billion
mainly due to an increase in credit costs in line with worsening market conditions
for a subsidiary in the Americas and the absence of gains on revaluation of securities
for a European subsidiary recorded in the previous fiscal year, despite factors
contributing to profit increase such as adjustments for fiscal periods associated withthe reorganization of subsidiaries in the Americas.
Effective April 1, 2023, a business integration was executed for three subsidiaries in
the Americas with different fiscal year-ends. While the surviving company’s fiscal
year-end is March 31, the fiscal year-end of the two absorbed companies was
December 31. Accordingly, the results of the two absorbed companies for the period
from January 1, 2023 to March 31, 2023 are also included for the current fiscal year
(April 1, 2023 to March 31, 2024) and have been a factor for an increase in profit.
Segment profit decreased by ¥4.3 billion (-37.1%) to ¥7.3 billion mainly due torecording impairment losses associated with a solar energy generation project inJapan and a decrease in profits from equity-method investments, despite anincrease in gain on sale of assets.
Segment profit increased by ¥21.1 billion (+340.3%) to ¥27.3 billion due to anincrease in leasing revenue, reversal of large credit costs, a decrease in impairment
losses, and a decrease in exchange revaluation losses related to foreign currencydenominated borrowings in aircraft leasing transactions engaged in solely by theCompany.

Logistics

Segment profit increased by ¥2.4 billion (+15.9%) to ¥17.8 billion mainly due to anincrease in gain on sale of assets, mainly ships, despite a decrease in leasing revenue
due to normalization in the operating rate for marine container leasing, the market
for which had been overheating.

Real Estate

Segment profit decreased by ¥0.7 billion (-5.6%) to ¥11.9 billion mainly due torecording losses in line with a worsening real estate market for certain projects in the
U.S., effects of the deconsolidation of Diamond Asset Finance Company Limited,
and an increase in income tax expenses, despite an increase in gain on sale of assets
and the recording of gain on step acquisitions associated with the conversion ofCenterPoint Development Inc. to a wholly-owned subsidiary.

Mobility

Segment profit decreased ¥1.0 billion (-26.4%) to ¥2.7 billion mainly due to thenegative effects of the deconsolidation of Mitsubishi HC Capital Auto Lease
Corporation.

4)

Consolidated financial position
Total assets at the end of the current fiscal year increased by ¥423.6 billion (+3.9%) year on year to¥11,149.8 billion, total equity increased by ¥154.3 billion (+9.9%) year on year to ¥1,705.3 billion,interest-bearing debt (excluding lease obligations) increased by ¥203.6 billion (+2.5%) year on year to¥8,439.7 billion, and equity-to-asset ratio increased by 0.8 percentage points from the end of theprevious fiscal year to 15.1%.

40

(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: Challenge ourselves to look forward to the future with a sense of responsibility






DigitalCommunication
Diversity
Sustainability

Integrity: 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.

and commitment.

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

41

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.

42

How related
to SDGs

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

43

(iii) Business Strategies
Business types
The Group’s businesses are classified into the five types below and is proceeding with the evolution
and layering of business models to achieve business portfolio transformation.
Business Type

Business Characteristics(e)

Asset utilization business

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

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

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

Asset finance

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

Acquire income gain more stably and continuously throughcorporate financing

Vision of the “evolution and layering of business models”
The evolution and layering of business models will proceed by simultaneously working on theenhancement of the profitability and efficiency of existing businesses, shifting existing businesses tohigh value-added services, and developing new businesses.
・ Enhance profitability and efficiency of existing businesses(a) Customer finance and (b) asset finance are positioned as profit bases for creating stable cash
flows from their firm customer bases. On the other hand, given that returns on some assets are
relatively low, in addition to strengthening their profitability, we will steadily promote the reductionof low-profitability assets.
・ Shift existing businesses to high value-added services
We will maintain and expand our (a) customer finance and (b) asset finance customer bases and shiftthese existing businesses to high value-added services—namely (c) finance + services and (d) datautilization platform services—and increase their returns by improving customer experience.
・ Develop new businesses
We will proceed with the development of (d) data utilization platform services, (e) the asset
utilization business, and other new businesses, and focus on these new businesses as the pillars of
medium- to long-term profit growth, in addition to (c) finance + services.
Premise for business strategies
We will achieve profit growth by transforming our business portfolio and the quality of our assets inthe medium- to long-term through the evolution and layering of business models. To this end, we
will actively invest cash flows from a medium- to long-term perspective after paying dividends.
For the purpose of supporting this effort, we will achieve medium- to long-term return on capital andfinancial soundness by optimizing our balance sheet, and then maximize our corporate value.
Key themes across segments
We have defined the themes below to be addressed with the concerted efforts of the Group acrosssegments.
These themes will lead to our goal of contributing to a prosperous and sustainable future by creatingsocial value with partners, not by the Group alone.

44

Future vision
HydrogenAs a leading holder of renewable energy power sources in Japan, contribute tobuilding a hydrogen supply chain with green hydrogen production at the core.

EVs

Contribute to realizing a carbon-neutral society based on EVs.

Logistics

To address social issues and customer needs in logistics supply chains, develop
and provide optimal logistics solutions by collaborating with leading partners
and thereby achieve a full line-up of logistics services.

Decarbonization Solutions

Evolve into an integrated service provider to realize a decarbonized society.

(iv) Corporate Functions Strategies
We are enhancing our corporate functions centering on the four strategies below.
Major Initiatives for the 2025 MTMP
Fostering and securing talent

・
・
・
・

Bolstering the financial base・and internal organizational base・・Strengthening the corporate
governance framework

・・・

Enhancing stakeholder
engagement

Enhance employee engagement by utilizing surveys, etc.
Develop a talent portfolio contributing to the achievement of management
strategies
Strategically disclose human capital
Procure stable and competitive funds, expand funding capacity andenhance the ALM* framework
Redevelop frameworks for credit examination and management inresponse to business portfolio transformation
Develop optimal IT systems responding to new businesses and businessmodelsPromote group-wide unified management by strengthening theconsolidated management framework
Enhance integrated risk management in response to businessadvancement and changes
Develop a framework for unified management of internal auditing on a
global basis
Enhance financial and non-financial information to be disclosed anddiversify means to dispatch information
Enhance communication with external stakeholders
Promote and strengthen efforts for sustainability・・*Asset Liability Management: Comprehensive management of assets and liabilities(v) Frameworks to promote transformation
We will eliminate obstacles to achieving transformation, and change our way of thinking fortransformation.
We will speedily promote various initiatives from new perspectives and not simply stay on
conventional paths.
Direction of Initiatives
1) “Lay” the foundation oftransformation
2) “Create” transformation
3) “Promote” transformation

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

(vi) Business issues to be addressed as a priority matterIn order to achieve “Our 10-year Vision,” the Group is proceeding with the “evolution and layeringof business models” by promoting services and business investment, utilizing tangible and intangible
assets, such as data and other elements, to their fullest potential.
It is considered necessary to transform the awareness of each employee in order to progress the“evolution and layering of business models.” As a mechanism for this, we will build the45

“frameworks to promote transformation” described in the previous section. As the “frameworks topromote transformation,” we are implementing measures from three angles of “laying the foundationof transformation,” “creating transformation,” and “promoting transformation,” and are executing
the measures from new perspectives that are not an extension of the past.
Further, the 2025 MTMP is positioned as the “hop” plan of our three Medium-term Management
Plans (“hop,” “step,” and “jump”) toward “Our 10-Year Vision,” and will be strategically
implemented to contribute to the “sowing seeds” and “gaining a solid foothold” that will lead to theleap towards the “step” and “jump” phases, including transforming the awareness of employees
towards reform.

46

3)

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

Targets

Financial Targets(End of FY2025)

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

ROE

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

Dividend Policy(2025 MTMP period)

Payout ratio: 40% or
higher

As a general rule, return profits to shareholders bypaying dividends

・

Increase the total amount of dividend payment
through profit growth

Financial Soundness(2025 MTMP period)・
Maintain A ratings

Establish both a sound financial base and an active
investment strategy

・

Maintain current stand-alone ratings*(Note) Net income attributable to owners of the parent is used in the calculations of ROA and ROE.
* Credit ratings for the Group on a stand-alone basis without external support.

<Non-financial targets>
KPI

Targets (2025 MTMP)

Level of fulfillment of a talent portfolio inline with our management strategies (nonconsolidated)

Formulate the talent portfolio framework and visualize the level offulfillment.

Results of the employee engagement survey
Refine the survey content, enhance analysis.
(non-consolidated)
Employee ratio of “standard” level or higher
80% or morein DX assessments (non-consolidated)
Monthly average overtime hours(operational efficiency) (non-consolidated)

14 hours or lessRate of annual paid holidays taken by
employees (non-consolidated)

70% or more

GHG emissions amount (Scope 3*)(consolidated)

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

GHG emissions amount (Scope 1*, 2*)(consolidated)

FY 2030: -55% compared to FY 2019
FY 2050: net zero

Energy consumption (domestic) (non-1% YoY continually.
consolidated + domestic Group companies)* Scope 1: Direct emissions of GHG from the business operator itself (fuel combustion, industrial processes)
Scope 2: Indirect emissions associated with use of electricity, heat, and steam supplied by other companies.
Scope 3: Indirect emissions other than Scope 1 and Scope 2 (other companies’ emissions related to the business
operator’s activities)47

(3) Status of capital investments
The total investment in leased assets related to operating lease transactions during the current fiscal year
was ¥843.2 billion.
(4) Status of financing
Interest-bearing debt on a consolidated basis came to ¥8,439.7 billion, an increase of ¥203.6 billion fromthe end of the previous fiscal year.
Out of this, borrowings from financial institutions came to ¥4,919.3 billion (a ¥72.7 billion increase fromthe end of the previous fiscal year), and direct funding through bonds payable, commercial papers, andsecuritization of receivables, etc. came to ¥3,520.4 billion (a ¥130.8 billion increase from the end of theprevious fiscal year).
When financing, the Group attempted to stabilize funding and control costs while appropriately managing
liquidity risk, interest rate fluctuation risk, etc.

48

(5) Status of major subsidiaries
Company name

Percentage ofShare capital or investments
voting rights
in capital
heldJAPAN MEDICAL LEASECORPORATION¥100 million

Mitsubishi HC Capital Estate Plus Inc.

¥251 million

Capital Insurance Corporation¥6,200 million

Mitsubishi HC Business Lease
Corporation¥10,000 million

PT HCD Properti Indonesia

Rp 580,000 million

Mitsubishi HC Capital UK PLC

GBP 116,168 thousand

Mitsubishi HC Capital America, Inc.

US$ 180,000 thousand

Mitsubishi HC Capital Canada, Inc.

CA$ 97,000 thousand

Mitsubishi HC Capital Canada Leasing,CA$ 10,126 thousand
Inc.
Mitsubishi HC Capital (Shanghai) Co.,
US$ 55,000 thousand
Ltd.
Mitsubishi HC Capital Leasing (Beijing)
US$ 170,000 thousand
Co., Ltd.
Mitsubishi HC Capital Factoring
RMB 306,570 thousand(Shanghai) Co., Ltd.
Mitsubishi HC Capital Management
HK$ 2,285,516 thousand(China) Limited
Mitsubishi HC Capital (Hong Kong)
HK$ 310,000 thousand
LimitedMitsubishi HC Capital Asia Pacific Pte.
SG$ 126,400 thousand
Ltd.
Mitsubishi HC Capital (Thailand) Co.,
THB 1,100,000 thousand
Ltd.
PT. Mitsubishi HC Capital and FinanceRp 400,000 million
Indonesia

%
100
(–)
100
(–)
79.36
(–)
100
(–)
63.45
(63.45)
100
(–)
100
(–)
100
(100)
100
(100)
100
(–)
100
(100)
100
(100)
100
(–)
100
(100)
100
(–)
100
(51)
100
(15)

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

Mainlocation

Shinagawaku, Tokyo
Chiyodaku, Tokyo
Chiyodaku, Tokyo
Minatoku, Tokyo
Indonesia
UK
U.S.
CanadaCanadaLeasing business

China

Leasing andfinancial business

China

Factoring business

ChinaGroup fund raisingbusiness
Leasing andfinancial businessLeasing andfinancial businessLeasing andfinancial business

Hong
Kong
Hong
Kong

Leasing businessIndonesia

Singapore
ThailandMitsubishi HC Capital Energy Inc.

¥150 million

100
(–)

Energy-related asset
managementbusiness

Chiyodaku, Tokyo

HSE Ltd.

¥50 million

85.1
(–)

Renewable energy
generation business

Hitachishi,
Ibaraki

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

Aircraft leasing
business
Aircraft engine
leasing businessContainer leasing
business
Freight car leasing
business
Real estate-related
investment businessGroup fund raisingbusiness

JSA International Holdings, L.P.

US$ 742,183 thousand

Engine Lease Finance Corporation

US$ 1 thousand

CAI International, Inc.

US$ 0 thousand

PNW Railcars, Inc.

US$ 1 thousand

Mitsubishi HC Capital Realty Inc.

¥300 million

MHC America Holdings Corporation

US$ 0 thousand

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

(Notes) 1. As of October 1, 2023, Mitsubishi HC Capital Property Inc. and Mitsubishi HC Capital Community Corporation
underwent an absorption-type merger, where Mitsubishi HC Capital Property Inc. is the surviving company and
Mitsubishi HC Capital Community Corporation is the absorbed company, resulting in the company namechanged to Mitsubishi HC Capital Estate Plus Inc.
2. Figures in parenthesis in “percentage of voting rights held” represent the percentage of voting rights indirectly
held.

49

(6) Status of business combinations
In April 2023, CenterPoint Development Inc. became a subsidiary of the Company through the acquisitionof all its shares.
In addition, due to the transfer of all shares of DFL Lease Company Limited and Shutoken Leasing Co., Ltd.
in January 2024, the two companies have been removed as subsidiaries of the Company.
2. Matters concerning the Company’s officers(1) Names, etc. of Directors
Directors (excluding Directors who are Audit & Supervisory Committee Members)
Position

Name

Responsibility

Director, Chairman

Takahiro Yanai

Representative
Director
President & CEO

Taiju Hisai

Director
Deputy President

Kazumi Anei

Customer Solutions Unit

Director
Managing
Executive Officer

Haruhiko Sato

Head of Corporate &Strategic Planning Divisionand Head of Treasury &Accounting Division

Director

Hiroyasu Nakata

Significant concurrent positions outside theCompany(Outside Director)
Director

Yuri Sasaki

Professor of Faculty of Economics,
Meiji Gakuin University(Outside Director)

Director, Meiji Yasuda Life Insurance Company
Director

Takuya Kuga

Executive Vice President, Mitsubishi Corporation(Outside Director)

Directors who are Audit & Supervisory Committee Members
Position
Director

Name

Responsibility

Akira Hamamoto

Chair of Audit & Supervisory
Committee

Significant concurrent positions outside theCompany

Full-time Audit &Supervisory Committee
MemberDirector

Koichiro Hiraiwa

Representative Director, Dream Estate Tokyo Inc.

Hiroko Kaneko

Director (Audit & Supervisory Committee
Member), Kanagawa Chuo Kotsu Co., Ltd.

(Outside Director)
Director(Outside Director)

Outside Audit & Supervisory Board Member,
Development Bank of Japan Inc.
Audit & Supervisory Board Member, Shin-Etsu
Chemical Co., Ltd.
Director

Masayuki Saito

Advisor, DIC Corporation(Outside Director)(Notes)
1. Directors Hiroyasu Nakata, Yuri Sasaki, and Takuya Kuga, and Directors who are Audit & Supervisory Committee
Members Koichiro Hiraiwa, Hiroko Kaneko and Masayuki Saito are Outside Directors.
2. Directors Hiroyasu Nakata and Yuri Sasaki, and Directors who are Audit & Supervisory Committee Members Koichiro

50

Hiraiwa, Hiroko Kaneko and Masayuki Saito have been reported to the Tokyo Stock Exchange and the Nagoya Stock
Exchange as Independent Directors.
3. To ensure the effectiveness of audits, the Company has appointed Director who is an Audit & Supervisory Committee
Member Akira Hamamoto to serve as a full-time Audit & Supervisory Committee Member.
4. Director who is an Audit & Supervisory Committee Member Hiroko Kaneko has been involved in accounting audits
for many years as a Certified Public Accountant and possesses considerable knowledge of finance and accounting.
Further, Directors who are Audit & Supervisory Committee Members Akira Hamamoto, Koichiro Hiraiwa andMasayuki Saito possess considerable knowledge of finance and accounting based on their wealth of management
experience at a major financial institution in the case of Mr. Hamamoto, and listed companies in the case of Mr.
Hiraiwa and Mr. Saito.
5. Representative Director and Deputy President Kanji Nishiura (responsibility: overall operation) passed away andretired his position on January 4, 2024. Significant concurrent positions held by him upon his retiring was Outside
Director of Sumitomo Metal Mining Co., Ltd.

51

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

Basic policy(i)

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

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

Policy on the details of remuneration, etc. of individual Directors (excluding Directors who are Audit& Supervisory Committee Members)(i)Remuneration systemIn principle, remuneration, etc. for Executive Directors shall be comprised of basic
remuneration, short-term incentive compensation (performance-based monetarycompensation), and medium- to long-term incentive compensation (performance-based
stock compensation). Short-term incentive compensation will be paid in cash as a bonus,
and medium- to long-term incentive compensation will be paid as Company stocks using atrust framework.



For the purpose of maintaining a healthy ratio of performance-based compensation, the ratio
between fixed remuneration (basic remuneration) and floating compensation (bonus andstock compensation) shall be around 1 to 0.6 (the ratio of basic remuneration to bonuses tostock compensation shall be around 1 to 0.3 to 0.3).

From the standpoint of ensuring the effectiveness of the supervisory function, remuneration
for non-executive directors (excluding Directors who are Audit and Supervisory Committee
members) does not include bonuses and stock compensation, which are incentive
remuneration.

52

53



Fixed remuneration
The amount of fixed remuneration is determined based on the amount corresponding to theposition and comprehensive consideration of the roles, responsibilities, and other factors ofeach Director.



Floating compensation
From the standpoint of clarifying the relationship between performance and remuneration,
for bonuses and stock compensation, the financial indicators, etc. emphasized in the
management strategy as indicators representing the Company’s growth are set as the KPI
for evaluating performance (KPIs and evaluation ratios are shown above).
[Bonuses]-

The i) net income attributable to owners of the parent, ii) ROA, and iii) ROE, whichhave been set as the Group’s numerical goals, are set as KPIs for the company-wide
performance evaluation.

-

In regard to bonuses for Representative Directors, the entire amount is linked to thecompany-wide performance evaluation, while the bonus for other Executive Directors isbased 70% on the company-wide performance evaluation and 30% on the evaluation ofduties for which each individual is responsible. For both positions, the amount ofbonuses to be paid is determined within the range of 0 to 150% of the standard amountbased on the achievement rate of KPIs.

-

For respective operational responsibilities, a standard evaluation sheet is used by the
President & CEO to perform quantitative and qualitative evaluations from the standpointof 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 oftargets for business results but also the degree of contribution, which cannot be
evaluated solely quantitatively.

[Stock compensation]-

From the perspective to increasing medium- to long-term corporate value of theCompany, i) net income attributable to owners of the parent, ii) ROA, iii) ROE, and iv)
TSR against TOPIX growth rate, which the Company has set as numerical goals, etc. in
the Medium-term Management Plan, are set as indicators (KPIs) for the performance
evaluation.

-

By using a trust framework, Company shares, etc. corresponding to share conversion
points, which are calculated using the following formula, are provided. Specifically, one
Company share or a corresponding amount of cash per point is delivered. In principle,
the portion of Company shares possessed in the trust are converted into cash value
therein, and compensation is provided in the form of Company shares and cash at apercentage of 50:50.
Share conversion points = The number of points granted corresponding to theposition and the number of months in office of therelevant person (the aggregate number of points during54

the three-year period of the Medium-term ManagementPlan) multiplied by the performance-linked factor basedon the level of achievement of KPIs (ranging from 0 to
150%)

<Malus and claw-back clause for stock compensation and shareholding policy>-

As for stock compensation, the points or share conversion points that have already been
granted can be confiscated, and money equivalent to the Company’s shares, etc. thathave already been delivered reclaimed, in the case of a material violation of the officeregulations or internal regulations, resignation for personal reasons during the term ofoffice against the will of the Company, termination for legitimate reasons, gaining
employment at a competitor without the Company’s permission, etc.

-

The Company recommends that directors hold the Company’s shares. In principle,
directors shall continue to hold the Company’s shares obtained during the term of theiroffice until the time of their resignation, regardless of the number of shares held.



Other compensation
If a Director (excluding Outside Directors and Directors who are Audit & Supervisory
Committee Members) needs to live in an area far away from his or her home due to atransfer associated with a change in their responsibilities or assigned location, the Director
is to be provided 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 (if the maximum rent is exceeded, the full amount of the excess amount is
added) shall be collected from the Director as their own expenses (there are currently no
eligible officers).

55

(ii) 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.

As stock compensation, points are granted at the end of every fiscal year (the end of March)corresponding to the position and number of months in office of the relevant person. In
principle, the aggregate number of the said points of three years is multiplied by theperformance-linked factor to calculate share conversion points, based on which theCompany’s shares, etc. are provided in July of the fiscal year following the final fiscal yearof the Medium-term Management Plan period (three years).



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

Type of remuneration

Subject period

Basic remuneration

Every month

A predetermined date every month

Bonus

Previous fiscal year (April to next March)

After an annual General Meeting of
Shareholders

Stock compensation

Medium-term Management Plan period(three years)(a) Points*

Every fiscal year

End of every fiscal year(b) Company shares, etc.

Medium-term Management Plan period
during which (a) was aggregatedJuly following the end of the Medium-termManagement Plan

Non-monetary remuneration
related to the provision ofcompany housing

Every month

A predetermined date every month*

Payment timing

The (b) Company’s shares, etc. are provided based on the share conversion points calculated by multiplying the numberof (a) points aggregated during the Medium-term Management Plan period by the performance-linked factor.

56

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

The details of remuneration, etc. and the policy for determining remuneration, etc. for
Directors (excluding Directors who are Audit & Supervisory Committee Member) areresolved at meetings of the Board of Directors after deliberation by the Compensation
Committee, which is comprised of a majority of Outside Directors. The Compensation
Committee also deliberates annually on the appropriateness of the level and composition of
remuneration based on remuneration data and other information provided by external
professional organizations.



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



The Company believes it is good for the specific amount of basic remuneration and bonuses
for Directors (excluding Directors who are Audit & Supervisory Committee Members), 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 (Taiju
Hisai), 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 and Compensation Committee. We will take measures to ensure that the authorityof the President & CEO is appropriately exercised as follows. Regarding stockcompensation, Company shares, etc. corresponding to share conversion points calculated
based on the regulations for share delivery, which were stipulated by the resolution of theBoard of Directors, shall be provided.
[Measures to ensure that the delegated authority is properly exercised]-

Basic remuneration is determined based on certain pre-established standards(remuneration table) that are deliberated by the Compensation Committee.

-

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

KPIs are established according to numerical targets resolved at the Board of
Directors.



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



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

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



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

For stock compensation, points corresponding to the position and number of months inoffice of the relevant person at the end of every fiscal year are granted based on theprescribed standards as per the regulations for share delivery, which are resolved by the
Board of Directors. In principle, the performance-linked factor, which is determined
upon the completion of the Medium-term Management Plan every three years shall also
be as per the regulations for share delivery.

-

In regard to non-monetary remuneration for provision of company housing, (a) thecompany 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, while (b)the company housing rent calculated based on the predetermined percentage (if the
maximum rent is exceeded, the full amount of the excess amount is added to the rent)
shall be collected from the Directors as their own expenses.



The amounts of remuneration, etc. for Directors have been resolved at the General Meetingof Shareholders as follows.

Type of Remuneration

Date of Resolution by
Amount of Remuneration, etc. the General Meetingof Shareholders

Number of Applicable
Directors at the Time of
Number of
the Resolution of the
Applicable Directors
General Meeting of
as of June 30, 2023
Shareholders Becoming
Effective*

Directors (excluding Directors who are Audit & Supervisory Committee Members)
Monetary remuneration (total ofbasic remuneration and bonus)

Annually¥800 million

Outside Directors

Annually¥100 million

Non-monetary remuneration
related to the provision ofcompany housing

February 26, 2021
Monthly¥2 million

10

8

3

3

7
Excluding Directors who
are Audit & Supervisory
Committee Members

04
Excludingnonexecutive directors andDirectors not residing in
Japan

4

Stock compensation
Trust contribution amount
Number of sharesdelivered*c.

Annually¥800 million
During subject period¥2,400
millionAnnually 1,550 thousand
sharesDuring subject period 4,650
thousand shares

June 27, 2023

The number of Directors (excluding Directors who are Audit & Supervisory Committee Members) related to the amountof remuneration is not specified.

Matters concerning calculation of performance-based compensation
The amount of performance-based compensation is calculated using the designated formula basedon the achievement rate of each KPI.
[Bonus]

The KPIs for evaluating company-wide performance used for bonuses for Executive
Directors are i) net income attributable to owners of the parent (weighted at 70%), ii) ROA(weighted at 15%), and iii) ROE (weighted at 15%).



The targets and results for the fiscal year ended March 31, 2024 are as follows.

58

KPI

TargetResultAchievement rate

Evaluation weight¥120.0 billion¥123.8 billion

103.2%

70%

ROA

1.1%

1.1%

100.0%

15%

ROE

7.8%

7.7%

98.7%

15%

Net income attributable toowners of the parent

For the portion linked to operational responsibilities of Executive Directors other than the
Representative Director, the President & CEO will use a standard evaluation sheet toperform quantitative and qualitative evaluations from the standpoint of performance andcontribution. Performance targets are set based on the environment of the business incharge, the previous year’s performance, and other factors according to the responsibilitiesof each Director, and evaluations are performed taking into account the respective
performance and contribution.

[Stock compensation]


The KPIs for stock compensation for executive directors are i) profit attributable to ownersof parent (weighted at 60%), ii) ROA (weighted at 10%), iii) ROE (weighted at 10%), andiv) TSR against TOPIX growth rate (weighted at 20%).



The targets for the period of the Medium-term Management Plan (FY2023 - FY2025) are as
follows.

KPI

TargetResultAchievement rate

Evaluation weight¥160.0 billion

–

–

60%

ROA

Approx. 1.5%

–

–

10%

ROE

Approx. 10%

–

–

10%

TSR

TOPIX growth rate

–

–

20%

Net income attributable toowners of the parent*

Achievement rates for KPIs related to stock compensation are not listed as they will be confirmed after the end of the final
fiscal year of the Medium-term Management Plan (FY2023 - FY2025).

d.

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

59

e.

Details and method of determining remuneration, etc. of Directors (Audit & Supervisory Committee
Members)

For Directors (Audit & Supervisory Committee Members), from the standpoint of ensuring
the fairness of audits, bonuses and stock-based compensation, which are incentive
compensation, shall not be paid. Remuneration shall be limited to basic remuneration only.



The amount of remuneration for Directors (Audit & Supervisory Committee Members) is tobe determined through discussion by Directors who are Audit & Supervisory Committee
Members within the range decided with the resolution of the General Meeting of
Shareholders (the table below).

Type of Remuneration

Amount of Remuneration

Date of Resolution by
the General Meetingof Shareholders

Number of Applicable
Directors at the Time of
Number of
the Resolution of the
Applicable Directors
General Meeting of
as of June 30, 2023
Shareholders Becoming
Effective*

Directors (Audit & Supervisory Committee Members)
Monetary remuneration
remuneration)*(basicAnnually ¥200 million

February 26, 2021

5

4

The number of Directors (Audit & Supervisory Committee Members) related to the amount of remuneration is not
specified.

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

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

PerformanceFixed
Performancebased
remuneration
based
compensationcompensation(basic(stockremuneration)(bonus)compensation)

Number ofpeopleOther

Directors(excluding Audit &Supervisory Committee
Members)

466

342

55

68

―

10

43

43

―

―

―

4

96

96

―

―

―

4

Of these, Outside Audit &Supervisory Board
Members

47

47

―

―

―

3

Total

563

439

55

68

―

14

Of these, Outside
Directors
Directors(Audit & Supervisory
Committee Members)(Notes) 1. The amount of performance-based compensation (bonus) is the amount of reversal of provision for bonuses for
directors (and other officers) for the fiscal year under review.
2. The total amount for performance-based compensation (stock compensation) is the amount of expenses posted
for points awarded during the fiscal year under review.
3. There were no payments of non-monetary compensation related to the provision of company housing during the
fiscal year under review.
4. The table above does not include remuneration, etc. paid to one Director who resigned due to his passing on
January 4, 2024.

60

3. Policy on determining dividends of surplus, etc.
The Company has pursued its basic policy of providing returns to shareholders through dividends and wehave increased dividends for 25 consecutive fiscal years.
The medium-term target level for the dividend payout ratio is 40% or more in the three-year period fromFY2023 (fiscal year ending March 31, 2024), which is the target period of the 2025 MTMP, and theCompany plans to increase the total amount of dividends through profit growth.

61

Consolidated Balance Sheet(As of March 31, 2024)(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
Non-current assets
Property, plant and equipment
Leased assets
Leased assets
Advances on purchases of leased assets
Total leased assets
Other operating assets
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
Distressed receivables
Deferred tax assets
Other investments and other assets
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Deferred assets
Bond issuance costs
Total deferred assets

Liabilities
Accounting title

AmountCurrent 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 the securitizationsof the minimum future rentals on lease contracts
2,565
Lease obligations
38,240
Income taxes payable
194,181Deferred profit on installment sales(28,373)
Provision for bonuses
6,040,826
Provision for bonuses for directors (and otherofficers)
Other current liabilities
Total current liabilities
Non-current liabilities
3,891,057
Bonds payable
119,139
Long-term borrowings
Loans from the securitizations of the minimum
4,010,196
future rentals on lease contracts, less current
maturities
207,957
Lease obligations
18,561
Deferred tax liabilities
Provision for retirement benefits for directors (and4,236,715
other officers)
Provision for share awards for directors (and otherofficers)
Retirement benefit liability
12,989Asset retirement obligations
12,989Reserve for contract of insurance
Other non-current liabilities
102,091
Total non-current liabilities
132,748
Total liabilities
234,839
Equity247,829 Shareholders’ equity
Share capital
427,529
Capital surplus
122,035
Retained earnings
26,148Treasury shares
Total shareholders’ equity
111,932(66,983) Accumulated other comprehensive income
620,661
Valuation difference on available-for-sale securities
5,105,206
Deferred gains or losses on hedges
Foreign currency translation adjustment
3,825
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
3,825
366,478
172,368
3,153,989
1,850,117
211,228
80,03011,149,858

62

171,616
471,060
563,684
1,012,618
784,178
224,330
17,852
13,083
7,016
17,4202,091
261,017
3,545,972
1,606,588
3,435,702
341,628
37,427
159,118
69
516
6,049
39,481
12,818259,139
5,898,539
9,444,512

33,196546,268
775,152(20,894)
1,333,722

Total equity

14,98736,817
292,477
7,262
351,544
1,866
18,211
1,705,345

Total liabilities and equity

11,149,858

Share acquisition rights
Non-controlling interests
Total assets

AmountConsolidated Statement of Income(April 1, 2023 to March 31, 2024)(Millions of yen)Accounting title

AmountRevenues
Cost of revenues

1,950,583
1,570,487

Gross profit
Selling, general and administrative expenses

380,095
233,919

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

146,176
6,323
9,278
7,858

Non-operating expenses
Interest expenses
Other non-operating expenses

11,061
6,941

23,46018,003

Recurring income
Extraordinary income
Gain on sale of investment securities
Gain on sale of shares of subsidiaries and associates
Gain on step acquisitions

151,633
7,243
5,306
4,822

17,372Extraordinary losses
Loss on sale of investment securities
Loss on sale of shares of subsidiaries and associates

296
1,032

1,329

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

167,676
27,215
15,797

Net income

43,013
124,663

Net income attributable to non-controlling interests

820

Net income attributable to owners of the parent

123,84263

Non-consolidated Balance Sheet(As of March 31, 2024)
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(Millions of yen)

Liabilities
Accounting title

AmountCurrent liabilities
153,938
Notes payable - trade145,774
Accounts payable - trade275,366
Short-term borrowings
1,247,526
Current portion of bonds payable276,349
Current portion of long-term borrowings
1,158,054
Commercial papers
Current maturities of loans from the securitizations of the48,738minimum future rentals on lease contracts
12,941
Lease obligations
763
Accounts payable - other
1,022
Income taxes payable
11,478
Accrued expenses
3,862
Advances received - lease
29,972
Deposits received(6,342)
Unearned revenue
3,359,447
Deferred profit on installment sales

Non-current assets

Provision for bonuses

Property, plant and equipment
Leased assets
Leased assets
Advances on purchases of leased assets
Total leased assets
Own-used assets
Buildings
Structures

159,057
116
159,174684
26

Equipment
Land
Total own-used assets
Total property, plant and equipment

984
678
2,373
161,548

Amount3,905
101,293
191,512217,000
344,998
625,800
37,653
14,326
2,980
569
23,12530,974
10,135
2
6,060
3,941

Provision for bonuses for directors (and other officers)
Asset retirement obligations
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
Long-term guarantee deposits received
Provision for share awards for directors (and other officers)
Provision for retirement benefits

354
2,854
6,086
1,623,575
915,067
1,457,266
22,14826,667
48,275516
3,108Intangible assets

Asset retirement obligations

Leased assets

Other non-current liabilities

1,005

12,557

Total non-current liabilities

2,488,887

12,557

Total liabilities

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
Bonds of subsidiaries and associates
Investments in other securities of subsidiaries and associates
Investments in capital
Distressed receivables
Long-term prepaid expenses
Long-term guarantee deposits
Prepaid pension costs
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

14,831

4,112,462
Equity6,352
7,564
13,917
26,474

Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Total retained earnings

121,676
985,335
8,687
222,207
1,900
4,890
11,31813,036755
Treasury shares
38,505
Total shareholders’ equity
7,440 Valuation and translation adjustments(2,132)
Valuation difference on available-for-sale securities
1,413,621
Deferred gains or losses on hedges
1,601,643
Total valuation and translation adjustments
Share acquisition rights
2,479
2,479
Total equity
4,963,571

Total liabilities and equity

64

33,19633,802508,998
542,801638
420,201
72,035348,166
420,840(20,894)
975,943
9,557(136,258)(126,701)
1,866
851,108
4,963,571

Non-consolidated Statement of Income(April 1, 2023 to March 31, 2024)(Millions of yen)Accounting title

AmountRevenues
Lease sales
Installment sales
Revenue - operating loans
Other revenues

637,21061,54527,88729,063755,707

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

576,124
58,143
21,1778,609

664,054

Gross profit
Selling, general and administrative expenses

91,652
62,346

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

29,30567,291
9,773

Non-operating expenses
Interest expenses
Other non-operating expenses

30,4902,586

Recurring income
Extraordinary income
Gain on sale of investment securities
Gain on sale of shares of subsidiaries and associates
Gain on sale of investments in other securities of subsidiaries andassociates
Gain on liquidation of subsidiaries and associates
Extraordinary losses
Loss on sale of investment securities
Loss on extinguishment of tie-in shares
Income before income taxes
Income taxes - current
Income taxes - deferred

77,06533,07773,293

5,196
6,867
2,281
4,235

18,580

195
4,763

4,958
86,915

3,343
774

Net income

4,117
82,79865