[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
shall prevail.]
Securities code: 8593
June 3, 2019NOTICE OF CONVOCATION OF
THE 48th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 48th Annual General Meeting of Shareholders (the “Meeting”)
of Mitsubishi UFJ Lease & Finance Company Limited (the “Company”) will be held as described
below. You are cordially invited to attend the Meeting.
Please note that you may exercise your voting rights in writing, or electromagnetically, if you
are unable to attend the Meeting in person. In such cases, please review the attached “Reference
Materials Concerning the General Meeting of Shareholders” and exercise your voting rights.
Yours very truly,
Mitsubishi UFJ Lease & Finance Company Limited
Takahiro Yanai
President & CEO
5-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo

1

PARTICULARS
1. Date and Time of the Meeting:

Tuesday, June 25, 2019, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)

2. Place of the Meeting:Conference room of the Company
25F Shin-Marunouchi Building
at 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

3. Matters to be dealt with at the Meeting:
Matters for Reporting:
1. The Details of Business Report for the 48th Fiscal Year (from April 1, 2018 to March
31, 2019) and the Consolidated Financial Statements, and Results of the Audit of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board.
2. The Details of the Financial Statements for the 48th Fiscal Year (from April 1, 2018 toMarch 31, 2019).
Matters for Resolution:
First Item of BusinessElection of 9 (nine) Directors

Second Item of BusinessElection of 1 (one) Audit & Supervisory Board Member- End -◎Of the documents required to be provided at the time of this notice of convocation of the
Meeting, “Notes on Consolidated Financial Statements” and “Notes on Non-Consolidated
Financial Statements” are not included in the attached documents, as they are disclosed on the
Company’s website (http://www.lf.mufg.jp/), pursuant to laws and regulations, and theprovisions of Article 15 of the Articles of Incorporation of the Company. The Consolidated
Financial Statements and the Financial Statements audited by Audit & Supervisory Board
Members and the Accounting Auditor in preparing the Audit Reports and Accounting Audit
Reports comprise the documents included in the attached documents, “Notes on Consolidated
Financial Statements” and “Notes on Non-Consolidated Financial Statements” disclosed on
our website.

◎

If any matters included in the attached documents and Reference Materials Concerning theGeneral Meeting of Shareholders are to be modified, we will post the revised matters on our
website (http://www.lf.mufg.jp/).

2

Guidance on Exercising Voting Rights
If attending the Meeting in person
Please submit the enclosed voting right exercise form to the receptionist at the
Meeting.
If you are unable to attend 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.
(If you are able to attend the Meeting in person, you are not required to exercise yourvoting rights in writing (voting right exercise form) or via the Internet.)
Date and time of the Meeting ►►► Tuesday, June 25, 2019, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)
If not attending the Meeting▌Exercise of voting rights in writing (voting right exercise form)
Please indicate your votes for or against the items of business on the enclosed voting
right exercise form and send the completed form to the Company by return mail.
Please note that if there is no indication of your vote for or against any item ofbusiness, we will deem that you have voted for that item of business.
Deadline ►►► Monday, June 24, 2019, reach the Company no later than
5:10 p.m.
▌Exercise of voting rights electromagnetically (via the Internet)
Please access the voting right exercise website (https://evote.tr.mufg.jp/) via theInternet, and exercise your voting rights.
Please note that the website is available in Japanese only.
Deadline ►►► Monday, June 24, 2019, 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 right is exercised both via the Internet and by voting right exercise form, theone exercised via the Internet will be deemed valid. In cases where any voting right is
exercised more than once via the Internet, the last voting right exercised will be deemedvalid.
Electronic Voting
Right Exercise
Platform

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

3

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

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

4

[TRANSLATION]
REFERENCE MATERIALS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERS
Items of Business and Reference MattersFirst Item of BusinessElection of 9 (nine) Directors

The terms of office of all 11 (eleven) Directors will expire at the close of this Meeting.
Accordingly, in order to have greater flexibility in making management decisions, you are
hereby requested to reduce the number of Directors by 2 (two) and newly elect 9 (nine)
Directors, including 4 (four) Outside Directors.
The candidates are as follows:
NumberCurrent Position andResponsibility at theCompany
Chairman(Representative Director)
President & CEO(Representative Director)
Deputy President(Representative Director)
Operations in general
Senior Managing Director;
In charge of Corporate Center
Managing Director;
In charge of Corporate Center

Candidate’s Name

1

Reappointment

Tadashi Shiraishi

2

Reappointment

Takahiro Yanai

3

Reappointment

Toshimitsu Urabe

4

Reappointment

Tsuyoshi Nonoguchi

5

Reappointment

Yoichi Shimoyama

6

Reappointment

Teruyuki Minoura

7

Reappointment

Toshio Haigou

8

New appointment

Mitsumasa Icho

Outside Director

9

Reappointment

Naomi Hayashi

Outside Director

Outside Director
Independent Director
Outside Director
Independent Director

Director
Director

Director

Outside Director...

Candidate for Outside Director

Independent Director...

Candidate to be registered with the Tokyo Stock Exchange and the Nagoya Stock
Exchange as independent director(Note) The Company has previously determined and managed the notification of personnel as Independent
Directors, including their past relationships with corporate entities, etc. to which the Directors
belong, in a conservative manner. However, in consideration also of the increasing importance of
information disclosure regarding the independence of Independent Directors in view of theformulation and revisions to the Tokyo Stock Exchange’s Corporate Governance Code, Mr. Toshio
Haigou, who has previously fulfilled the independence criteria of the Tokyo Stock Exchange andthe independence criteria of the Company, will now be nominated as an Independent Director.

5Number

Candidate’s Name
(Date of Birth)

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

Number ofCompany’s
SharesOwned

April 1975
May 2009

1

Joined The Tokai Bank, Ltd.
Senior Managing Executive Officer andGeneral Manager, Corporate Banking
Group No. 2 of The Bank ofTokyo-Mitsubishi UFJ, Ltd.
Reappointment
June 2010
Deputy President of Mitsubishi UFJ Lease
27,600Tadashi Shiraishi& Finance Company Limited (the(February 17, 1953)
Company)
Concurrently served as Executive Officerof the Company
June 2012
President & CEO of the Company
June 2017
Chairman of the Company (incumbent)
Reasons for proposing the candidate as Director
Mr. Tadashi Shiraishi assumed the position of Deputy President of the Company in 2010 based on his
wealth of management experience at major financial institutions of Japan. After having served as the
President & CEO of the Company from 2012 to 2017, he has been presiding over the Board of
Directors as the Chairman since 2017. As he has sufficient experience and knowledge regarding the
globally developing business operations of the Company, we have determined that it is optimal for him
to continue being in charge of supervisory functions over business as the Chairman and aim forsustainable growth and improvement of corporate value over the medium and long term. We are
therefore reappointing him as a candidate for Director.
April 1982
May 2012

2

Joined The Mitsubishi Bank, Ltd.
Managing Executive Officer of The Bankof Tokyo-Mitsubishi UFJ Ltd. (BTMU)Managing Officer of Mitsubishi UFJ
Financial Group, Inc. (MUFG)
June 2015
Managing Director of BTMU
Reappointment
Managing Executive Officer of MUFG
5,500
Takahiro Yanai
May 2016
Senior Managing Executive Officer of(May 4, 1958)
BTMU
June 2017
President & CEO of Mitsubishi UFJ Lease& Finance Company Limited (theCompany) (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
Reasons for proposing the candidate as Director
Since 2017, Mr. Takahiro Yanai has served as the President & CEO of the Company as the chief ofbusiness execution based on a wealth of management experience at major financial institutions ofJapan. As he has sufficient experience and knowledge regarding the globally developing business
operations of the Company, we have determined that it is optimal for him to continue to take commandof business as the President & CEO and aim for sustainable growth and improvement of corporate value
over the medium and long term. We are therefore reappointing him as a candidate for Director.

6

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1978
April 20093

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Senior Vice President and Deputy Chief
Representative for China of Mitsubishi
Corporation, and President of Mitsubishi
Corporation (Hong Kong) Ltd.
April 2011
Senior Vice President and Senior Assistant
to Senior Executive Vice President, Human
Resources of Mitsubishi Corporation
Reappointment
April 2013
Executive Vice President, Group CEO,16,800Toshimitsu Urabe
Business Service Group of Mitsubishi
Corporation(October 2, 1954)
April 2017
Advisor of Mitsubishi Corporation
June 2017
Deputy President of Mitsubishi UFJ Lease& Finance Company Limited (theCompany) (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)(Current responsibility)
Operations in general
Reasons for proposing the candidate as Director
Mr. Toshimitsu Urabe assumed the position of Deputy President of the Company in 2017 based on his
wealth of management experience at a major general trading company of Japan, and has been assisting
the President & CEO by supervising operations in general. As he has sufficient experience andknowledge enabling him to be responsible for the globally developing business operations of theCompany, we expect him to continue to contribute to the sustained growth and improvement ofcorporate value over the medium and long term as the Deputy President. We are therefore reappointing
him as a candidate for Director.

7

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1984
June 2011

4

Number ofCompany’s
Shares
Owned

Joined The Mitsubishi Bank, Ltd.
Executive Officer and General Manager,
Corporate Banking Business Promotion
Division of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
June 2012
Deputy General Manager, Credit
Supervision Department No. 1 of
Mitsubishi UFJ Lease & Finance Company
Limited (the Company)
June 2012Managing Executive Officer and General
Manager, Credit Supervision Department
No. 1 of the Company
June
2013
Managing Director of the Company
Reappointment
Concurrently serves as Executive Officer
14,200Tsuyoshi Nonoguchiof the Company (incumbent)(September 26, 1960) May 2016
Commissioned as General Manager,
International Credit Supervision
Department of the Company
June 2016
Senior Managing Director of the Company(incumbent)
June 2018
Outside Director of Hitachi Capital
Corporation (incumbent)
January 2019
Commissioned as General Manager, AssetManagement Department of the Company(Current responsibility)
In charge of Corporate Center(Important Status in Other Companies)
Outside Director of Hitachi Capital Corporation
Reasons for proposing the candidate as Director
Mr. Tsuyoshi Nonoguchi has a wealth of experience at major financial institutions of Japan, as well as
experience and knowledge in the corporate division accumulated through being involved in the globallydeveloping business operations of the Company. We expect him to utilize this background and continue
to contribute to the sustained growth and improvement of corporate value over the medium and longterm as the Executive Director. We are therefore reappointing him as a candidate for Director.

8Number

Candidate’s Name
(Date of Birth)

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

5

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Senior Vice President and General
Manager, Finance Dept. of Mitsubishi
Corporation
April 2014
Senior Vice President and Deputy Regional
CEO, East Asia of Mitsubishi Corporation,
and President of Mitsubishi Corporation(Hong Kong) Limited
Reappointment
April 2017
Advisor of Mitsubishi Corporation
6,800
Managing Executive Officer of Mitsubishi
Yoichi Shimoyama June 2017
UFJ Lease & Finance Company Limited(May 21, 1958)(the Company)
June 2018
Managing Director of the Company(incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)(Current responsibility)
In charge of Corporate Center
Reasons for proposing the candidate as Director
Mr. Yoichi Shimoyama has a wealth of experience at a major general trading company of Japan, as well
as experience and knowledge in the corporate division accumulated through being involved in the
globally developing business operations of the Company. We expect him to utilize this background andcontinue to contribute to the sustained growth and improvement of corporate value over the medium
and long term as the Executive Director. We are therefore reappointing him as a candidate for Director.

9Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1967
June 2003

6

Number ofCompany’s
Shares
Owned

Joined Toyota Motor Co., Ltd.
Senior Managing Director, Member of theBoard of Directors of TOYOTA MOTORCORPORATION
Reappointment
June 2004
Executive Vice President of DAIHATSU
Outside Director
MOTOR CO., LTD. (DAIHATSU)
0
President of DAIHATSU
Independent Director June 2005
June
2010
Chairmanof
ToyotaBoshoku
Corporation
Teruyuki Minoura(Toyota Boshoku)(October 5, 1943)
June 2012
Senior Advisor to the Board of Toyota
Boshoku
June 2013
Director of Mitsubishi UFJ Lease &Finance Company Limited (incumbent)
Reasons for proposing the candidate as Director
Mr. Teruyuki Minoura has a wealth of management experience and deep insight gained at major
manufacturing companies of Japan. We expect him to utilize this background and continue to contributeto the appropriate decision-making and oversight of overall management by the Board of Directors as
Outside Director based on his objective perspective independent from the Company’s management
team engaged in business execution. We are therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2018): 10 out of 10 times (100%)Term of office as an Outside Director: 6 years

10Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1981

7

Number ofCompany’s
Shares
Owned

Joined the Nagoya Railroad Co., Ltd.
(Nagoya Railroad)
July 2008
General Manager in charge of Supervision
No. 1, Affiliated Business Department of
Nagoya Railroad
June 2012
Director of Nagoya Railroad
July 2012
General Manager, Business Planning
Reappointment
Department of Nagoya Railroad
Outside Director
June 2014
Managing Director of Nagoya Railroad0
Director of Mitsubishi UFJ Lease &Independent Director
FinanceCompany
Limited(incumbent)
Toshio Haigou
Senior Managing Director of Nagoya(September 25, 1957) June 2016
Railroad
Division Director, Group Control HQ of
Nagoya Railroad
June 2018
Executive Vice-President of Nagoya
Railroad (incumbent)(Important Status in Other Companies)
Executive Vice-President of Nagoya Railroad
Reasons for proposing the candidate as Director
Mr. Toshio Haigou has a wealth of management experience and deep insight gained at a major railroad
company of Japan. We expect him to utilize this background and continue to contribute to theappropriate decision-making and oversight of overall management by the Board of Directors as Outside
Director based on his objective perspective independent from the Company’s management teamengaged in business execution. We are therefore reappointing him as a candidate for Director.
Attendance at Board of Directors meetings (FY2018): 9 out of 10 times (90%)
Term of office as an Outside Director: 5 years

11Number

Candidate’s Name
(Date of Birth)

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

8

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
General Manager, Machinery Group
Administration Department of Mitsubishi
Corporation
April 2014
Senior Vice President and General
Manager, Risk Management Department of
Mitsubishi Corporation
April 2017
Senior Vice President and General
Manager, Business Investment
Management Department of Mitsubishi
New appointment
Corporation
Outside Director
0
January 2018
Executive Vice President, Corporate
Mitsumasa Icho
Functional Officer, Regional Strategy for(January 19, 1960)
Japan, General Manager of Kansai Branchof Mitsubishi Corporation
June 2018
Representative Director, Executive Vice
President of Mitsubishi Corporation
April 2019
Director, Executive Vice President andGroup CEO, Urban Development Group of
Mitsubishi Corporation (incumbent)(Important Status in Other Companies)
Director, Executive Vice President and Group CEO, Urban
Development Group of Mitsubishi Corporation
Reasons for proposing the candidate as Director
Mr. Mitsumasa Icho has a wealth of management experience at a major general trading company ofJapan and deep insight in the financial business. We expect him to utilize this background to contributeto the appropriate decision-making and oversight of overall management by the Board of Directors as
Outside Director based on his practical perspective. We are therefore newly appointing him as a
candidate for Director.

12Number

Candidate’s Name
(Date of Birth)

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

Number ofCompany’s
SharesOwned

April 1987
June 2013

Joined The Mitsubishi Bank, Ltd.
Executive Officer of Mitsubishi UFJ
Financial Group, Inc. (MUFG)
Executive Officer and General Manager,
Corporate Business Planning Division andGeneral Manager, Electronically Recorded
Monetary Receivables Strategy Office of
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(BTMU)
July 2015
Executive Officer and General Manager,
Corporate Planning Division of BTMU
January 2017Managing Executive Officer of BTMU
April
2018
Managing Executive Officer of MUFG
Reappointment
Bank, Ltd.
Outside Director0
May 2018
Managing Corporate Executive & Group
Naomi Hayashi
CSO of MUFG (incumbent)(March 16, 1965)
Managing Executive Officer & CSO of
MUFG Bank, Ltd.
June 2018
Member of the Board of Directors,
Managing Executive Officer(Representative Director) & CSO of
MUFG Bank, Ltd. (incumbent)
Director of Mitsubishi UFJ Lease &Finance Company Limited (incumbent)(Important Status in Other Companies)
Managing Corporate Executive & Group CSO of Mitsubishi
UFJ Financial Group, Inc.
Member of the Board of Directors, Managing Executive
Officer (Representative Director) & CSO of MUFG Bank, Ltd.
Reasons for proposing the candidate as Director
Mr. Naomi Hayashi has a wealth of management experience at major financial institutions of Japan anddeep insight in the financial business. We expect him to utilize this background and continue tocontribute to the appropriate decision-making and oversight of overall management by the Board of
Directors as Outside Director based on his practical perspective. We are therefore reappointing him as a
candidate for Director.

9

Attendance at Board of Directors meetings (FY2018): 7 out of 8 times (87%)
The Board of Directors meeting was held 8 (eight) times after Mr. Naomi Hayashi assumed office at theAnnual General Meeting of Shareholders in June 2018.
Term of office as an Outside Director: 1 year

(Notes)1. The candidate Mr. Toshio Haigou is an Executive Vice-President of the Nagoya Railroad Co.,
Ltd. There is a transactional relationship including lease contracts between the Nagoya
Railroad Co., Ltd. and the Company; however, the amount is less than 1% of theconsolidated operating revenues of the Nagoya Railroad Co., Ltd. or the consolidated
revenues of the Company for FY2018.
2. The candidate Mr. Naomi Hayashi is a Member of the Board of Directors, Managing
Executive Officer (Representative Director) & CSO of MUFG Bank, Ltd., which is one of
13

3.
4.
5.
6.
7.

8.

the major lenders of the Company. There is a transactional relationship including lease
contracts and borrowings between MUFG Bank, Ltd. and the Company.
There are no special interests between any of the other candidates and the Company.
The candidate Mr. Toshimitsu Urabe is to be appointed as an Outside Director of
ADVANTEST CORPORATION at its Ordinary General Meeting of Shareholders to be heldon June 26, 2019.
The candidate Mr. Tsuyoshi Nonoguchi is scheduled to retire as an Outside Director of
Hitachi Capital Corporation as of June 26, 2019.
The candidate Mr. Mitsumasa Icho is a Director, Executive Vice President of Mitsubishi
Corporation but is scheduled to retire as Director as of June 21, 2019.
To enable Outside Directors to fully perform their expected roles, the Company has
stipulated in its current Articles of Incorporation that the Company may enter into anagreement with Outside Directors which limits their liability for damages to the Company
due to the negligence of their duties to a certain extent. Accordingly, the Company intends toenter into a limited liability agreement with Mr. Mitsumasa Icho. In addition, the Company
has already entered into limited liability agreements with Messrs. Teruyuki Minoura, Toshio
Haigou, and Naomi Hayashi and intends to extend such agreements.
The following provides a summary of such agreements.
1) Where an Outside Director is found liable for damages to the Company due to negligenceof his/her duties, he/she shall assume such liability for damages limited to the greater of apreviously determined amount of 8 million yen or more, or the minimum amount ofliability for damages prescribed in Article 425, Paragraph 1 of the Companies Act.
2) The limitation of liability mentioned above shall apply only where an Outside Director
performs his/her duties in good faith and his/her conduct incurring such liability is notgrossly negligent of his/her duties.
MUFG Bank, Ltd., of which the candidate Mr. Naomi Hayashi is a Director, has entered intoa Consent Order with the U.S. Office of the Comptroller of the Currency (OCC) relating to
deficiencies identified by the OCC in MUFG Bank, Ltd.’s Bank Secrecy Act/Anti-Money
Laundering compliance program.

14

Second Item of BusinessElection of 1 (one) Audit & Supervisory Board Member

Mr. Akira Hane will resign from his office as an Audit & Supervisory Board Member at theclose of this Meeting. Also, the term of office of Mr. Shoji Tokumitsu will expire at the closeof this Meeting. You are hereby requested to reduce the number of Audit & Supervisory
Board Members by 1 (one) to 6 (six) and newly elect 1 (one) Audit & Supervisory Board
Member based on the Company’s judgment that the effectiveness of governance willcontinued to be ensured in consideration of its officer system.
The candidate is as follows:
The Company has already obtained approval from the Audit & Supervisory Board withrespect to the proposal of this item of business.
Number1

Current Position at theCompany

Candidate’s Name
New appointment

Shuji Miake

Managing Executive Officer

15

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position and
Representative Status in Other Companies
April 1984
March 2006

1

Number ofCompany’s
Shares
Owned

Joined The Tokai Bank, Ltd.
General Manager, Nerima Branch of The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
(BTMU)
June 2008
Deputy General Manager, Corporate
Banking Business Promotion Division of
BTMU (Special Appointment)
January 2010
General Manager, Yaesudori Commercial
Banking Office of BTMUMay 2012
Superintendent of BTMU
June 2012
Deputy General Manager, Business
Promotion Department of Mitsubishi UFJ
Lease & Finance Company Limited (theNew appointment
Company)
2,800
Shuji Miake
June 2012
General Manager, Nagoya Business
Department No. 1 of the Company(April 27, 1961)
July 2012
General Manager, Nagoya Business
Department No. 1 of the Company
June 2014
Executive Officer and General Manager,
Nagoya Business Department No. 1 of theCompany
May 2016
Managing Executive Officer and Head ofCentral Japan Business Company of theCompany
April 2017Managing Executive Officer and Head ofCentral Japan Area Company of theCompany
Managing Executive Officer of theApril 2019
Company (incumbent)
Reasons for proposing the candidate as Audit & Supervisory Board Member
Mr. Shuji Miake has a wealth of experience at financial institutions, as well as abundant experience andknowledge over finance and accounting, etc. accumulated through being involved in the globallydeveloping business operations of the Company. We expect him to utilize this background andcontribute to ensure the soundness of management of the Company. We are therefore newly appointing
him as a candidate for Audit & Supervisory Board Member.

(Note) There are no special interests between the candidate and the Company.

16

<Reference>● The Company’s Selection Standards for Directors and Audit & Supervisory Board Members
1. Directors and Audit & Supervisory Board Members should be mentally and physically soundenough to execute business.
2. Directors and Audit & Supervisory Board Members should be persons who are wellrespected, possess excellent integrity and hold themselves to high ethical standards.
3. Directors and Audit & Supervisory Board Members should have a law-abiding spirit.
4. Directors and Audit & Supervisory Board Members should have the ability to make objective
judgments regarding management and have excellent insight and perspicacity.
5. In addition to 1. to 4. above, Outside Directors should (i) have experience, achievements andknowledge in their fields of specialty, and (ii) be able to contribute to the implementation of
appropriate decision making and management supervision of the Board of Directors.
● Independence Standards for Outside Directors and Audit & Supervisory Board Members
The Company shall judge the independence based upon the requirements for independent
directors and audit & supervisory board members set forth by the financial instruments
exchanges of Japan, such as the Tokyo Stock Exchange, 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), and consideration as to whether the individual is objectively and substantially independent:(1) A major shareholder (a shareholder holding 10% or more of the total voting rights) of theCompany or an Executive (Note 1) thereof;(2) An Executive of a lender of the Company (Note 2) that exceeds the Company’s standard;(3) An Executive of a business partner of the Company (Note 3) that exceeds the Company’s
standard;(4) A consultant, attorney-at-law, certified public accountant, or other person who provides
professional services, that receives more than 10 million yen or more per fiscal year inmonetary or other assets from the Company, excluding executive compensation;(5) A representative partner or partner of the Company’s Accounting Auditor;(6) A person who belongs to an association which receives donations from the Company
exceeding a certain amount (Note 4).
Note 1
Note 2
Note 3Note 4

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

Even if the candidate falls under any of the above (1) through (6), if said candidate is judged to be
substantially independent and is registered as an independent director or audit & supervisory board
member with the Financial Instruments Exchanges of Japan, such as the Tokyo Stock Exchange,
the reason therefor shall be explained and disclosed at the time of the candidate’s election as an
Outside Director or Audit & Supervisory Board Member.

17