[NOTICE: This Notice of Convocation is a translation of the Japanese language original for
convenience purposes only, and in the event of any discrepancy, the Japanese language original shallprevail.]Securities code: 8593
June 10, 2021
NOTICE OF CONVOCATION OF
THE 50th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 50th Annual General Meeting of Shareholders (the “Meeting”)
of Mitsubishi HC Capital Inc. (the “Company”) will be held as described below.
The Company suggests that you, regardless of your health condition, exercise your voting rights
by returning the completed voting form to the Company or electromagnetically (via the Internet) andconsider refraining from attending the Meeting in person.
Please review the attached “Reference Materials Concerning the General Meeting of
Shareholders” and exercise your voting rights.
Yours very truly,
Mitsubishi HC Capital Inc.
Takahiro Yanai
Representative Director, President & CEO
5-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo

1

PARTICULARS
1. Date and Time of the Meeting:

Friday, June 25, 2021, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)

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

3. Matters to be dealt with at the Meeting:
Matters for Reporting:
1. The Details of Business Report for the 50th Fiscal Year (from April 1, 2020 to March
31, 2021) and the Consolidated Financial Statements, and Results of the Audit of theConsolidated Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee.
2. The Details of the Financial Statements for the 50th Fiscal Year (from April 1, 2020 toMarch 31, 2021).
Matters for Resolution:
First Item of BusinessPartial Amendments to the Articles of Incorporation

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

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

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

◎

◎

◎

◎

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

3

Guidance on Exercising Voting Rights
If refraining from attending the Meeting▌Exercise of voting rights in writing (voting right exercise form)
Please indicate your votes for or against the items of business on the enclosed voting
right exercise form and send the completed form to the Company by return mail.
Please note that if there is no indication of your vote for or against any item of business,
we will deem that you have voted for that item of business.
Deadline ►►► Thursday, June 24, 2021, reach the Company no later than
5:10 p.m.
▌Exercise of voting rights via the Internet
Please access the voting right exercise website (https://evote.tr.mufg.jp/) via theInternet, and exercise your voting rights.
Please note that the website is available in Japanese only.
Deadline ►►► Thursday, June 24, 2021, no later than 5:10 p.m.
For details, please review the “Instructions for Exercising Voting Rights via theInternet” shown on page 5.
If any voting right is exercised both via the Internet and by voting right exercise form, the one
exercised via the Internet will be deemed valid. In cases where any voting right is exercised
more than once via the Internet, the last voting right exercised will be deemed valid.
Electronic Voting
Right Exercise
Platform

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

If attending the Meeting in person
If you are attending the meeting in person, please read the instructions on the previous
page and submit the enclosed voting right exercise form to the receptionist at the
Meeting.
If you are not attending the Meeting in person, you can designate one shareholder
holding voting rights as your proxy to attend the Meeting. In such case, however, adocument evidencing his/her appointment as proxy is required.
Date and time of the Meeting ►►► Friday, June 25, 2021, at 10:00 a.m.
(Reception scheduled to open at 9:30 a.m.)4

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

If you wish to change the content of your voting after exercising voting right once 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)

5

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

1. Reasons for the Proposal
The Company kindly requests partial amendments to the Articles of Incorporation for thefollowing reasons:• As a company with an audit and supervisory committee, the Company strives to makedecisions regarding business execution in a speedy and decisive manner. Furthermore, we
employ an executive officer system to promote efficient decision-making. The
amendments will explicitly indicate the positioning of the executive officer in the
Company’s Articles of Incorporation, and the Company further strives to operate its
business execution framework flexibly and efficiently.
• Under the amendments, the Convener and Chairperson of meetings of Board of Directors
will be selected by the passing of a resolution at the Board of Directors meeting, enabling
the flexible operation of the Board of Directors.
• Changes will be made to related provisions and article numbers in accordance with theabove.
2. Details of the Proposed Amendments
The proposed amendments shall be as follows.
(Amendments are underlined.)

Current Articles of Incorporation

Proposed Amendments

Chapter 3. General Meeting of Shareholders

Chapter 3. General Meeting of Shareholders

Article 14. (Convener and Chairperson of Article 14. (Convener and Chairperson ofGeneral Meeting of Shareholders)
General Meeting of Shareholders)
1. The President and CEO shall convene ageneral meeting of shareholders of theCompany by resolution of the Board of
Directors and shall serve as chairperson unlessotherwise stipulated by laws or regulations.

1. One of the directors determined by the Boardof Directors in advance shall convene a general
meeting of shareholders of the Company byresolution of the Board of Directors and shallserve as chairperson unless otherwise stipulated
by laws or regulations.

2. Should the President and CEO be unable toso act, one of the other Directors shall convene
the meeting and shall serve as chairperson inaccordance with the order determined by the
Board of Directors in advance.

2. Should the aforementioned Director be
unable to so act, one of the other Directors shallconvene the meeting and shall serve as
chairperson in accordance with the order
determined by the Board of Directors inadvance.

Chapter 4. Directors and Board of Directors

Chapter 4. Directors, Board of Directors, andExecutive Officers

6Current Articles of Incorporation

Proposed Amendments

Article 23. (Representative Directors and Article 23. (Representative Directors andDirectors with Specific Titles)
Directors with Specific Titles)
1. The Company shall, by resolution of theBoard of Directors, appoint Representative
Director(s) from among Directors (other thanthose who serve as Audit and Supervisory
Committee members).

1. The Company shall, by resolution of theBoard of Directors, appoint Representative
Director(s) from among Directors (other thanthose who serve as Audit and Supervisory
Committee members).

2. The Representative Director(s) of the 2. The Representative Director(s) of theCompany shall represent the Company and Company shall represent the Company andexecute the business of the Company.
execute the business of the Company.
3. The Board of Directors of the Company
may, by its resolution, appoint one (1)Chairman of the Board of Directors (kaicho),one (1) President and CEO (shacho), and one(1) or more Directors with other specific titles,
as required, from among the Directors (otherthan those who serve as Audit and Supervisory
Committee members).
Article 24. (Convener and Chairperson of Article 24. (Convener and Chairperson of
Meetings of Board of Directors)
Meetings of Board of Directors)
1. If the Company has a Chairman of the Boardof Directors, he or she shall convene meetingsof the Board of Directors of the Company andserve as chairperson; and if the Company does
not have a Chairman of the Board of Directors,
the President and CEO shall so act unlessotherwise stipulated by laws or regulations.

1. One of the directors determined by the Boardof Directors in advance shall convene meetingsof the Board of Directors of the Company andserve as chairperson, unless otherwise stipulated
by laws or regulations.

2. Should the Chairman of the Board of
Directors be unable to so act, the President andCEO, and should the President and CEO be
unable to so act, one of the other Directors,
shall convene the meeting and serve as
chairperson in accordance with the order
determined by the Board of Directors inadvance.

2. Should the aforementioned Director be
unable to so act, one of the other Directors shallconvene the meeting and serve as chairpersonin accordance with the order determined by the
Board of Directors in advance.

[Newly established]

Article 34 (Executive Officers)
The Company may, by the resolution of theBoard of Directors, designate Executive
Officer(s) and assign such Executive Officer(s)respective role(s) to execute the business of the7Current Articles of Incorporation

Proposed Amendments
Company.

[Newly established]

Article 35 (President, and Executive Officers
with Specific Titles)
1. The Board of Directors shall, by its resolution,
designate one (1) President (shacho) fromamong the Directors other than those who serve
as Audit and Supervisory Committee members
or Executive Officers.
2. The Board of Directors may, by its resolution,
appoint a Chairman of the Board of Directors(kaicho) and other Executive Officers withspecific titles from among the Directors otherthan those who serve as Audit and Supervisory
Committee members or Executive Officers.

Chapter 5. Audit and Supervisory Committee

Chapter 5. Audit and Supervisory Committee

Article 34. (Audit and Supervisory Committee)

Article 36. (Audit and Supervisory Committee)

Article 35. (Full-time Audit and Supervisory Article 37. (Full-time Audit and Supervisory
Committee Members)
Committee Members)
Article 36. (Convocation Notice of Meetings of Article 38. (Convocation Notice of Meetings of
Audit and Supervisory Committee)
Audit and Supervisory Committee)
Article 37. (Method of Adopting Resolutions of Article 39. (Method of Adopting Resolutions ofAudit and Supervisory Committee)
Audit and Supervisory Committee)
Article 38. (Minutes of Meeting of Audit and Article 40. (Minutes of Meeting of Audit andSupervisory Committee)
Supervisory Committee)
Article 39. (Regulations
Supervisory Committee)

of

Audit

and Article 41. (Regulations
Supervisory Committee)

of

Audit

and

Chapter 6. Accounting Auditor

Chapter 6. Accounting Auditor

Article 40. (Accounting Auditor)

Article 42. (Accounting Auditor)

Article 41. (Election of Accounting Auditor)

Article 43. (Election of Accounting Auditor)

Article 42. (Term of Office of Accounting Article 44. (Term of Office of Accounting
Auditor)
Auditor)
Article 43. (Remuneration, etc., of Accounting Article 45. (Remuneration, etc., of Accounting
8Current Articles of Incorporation
Auditor)

Proposed Amendments
Auditor)

Chapter 7. Accounts

Chapter 7. Accounts

Article 44. (Business Year)

Article 46. (Business Year)

Article 45. (Distribution of Surplus, Etc.).

Article 47. (Distribution of Surplus, Etc.).

Article 46. (Limitation on Dividends)

Article 48. (Limitation on Dividends)

Supplementary Provisions

Supplementary Provisions

Article 1. (Transitional Measures concerning Article 1. (Transitional Measures concerning
Exemption from Liability)
Exemption from Liability)(No Change)

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

The terms of office of all 10 (ten) Directors (excluding Directors who are Audit and Supervisory
Committee members) will expire at the close of this Meeting. Accordingly, you are hereby
requested to newly elect 10 (ten) Directors.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
members) are as follows:
NumberCurrent Position andResponsibility at theCompany

Candidate’s Name

1

Reappointment

Mr. Seiji Kawabe

2

Reappointment

Mr. Takahiro
Yanai

3

Reappointment

Mr. Kanji
Nishiura

4

Reappointment

Mr. Kazumi Anei

5

Reappointment

Mr. Satoshi Inoue

6

Reappointment

Mr. HaruhikoSato7

Reappointment

Mr. Hiroyasu
Nakata8

New appointment

9

Reappointment

10

Reappointment

Mr. Go Watanabe
Mr. Mitsumasa
Icho

Representative
Director, Chairman
Representative
Director, President &CEO
Representative
Director, Deputy
President
Director, Deputy
President
Head of Business
Management Division
Director, Senior
Managing Executive
Officer
Head of Treasury &Accounting Division
Director, Managing
Executive Officer
Co-head of Corporate& Strategic Planning
DivisionCo-head of Treasury& Accounting
Division

Areas of Expertise (Note 1)
Management

Finance

●

●

●

●

Accounting

Law

●

●

●

●

●

●

●

Outside Director
Independent
Director
Outside Director
Outside Director●

Director●
Director

●

●

●
●

Outside Director

Outside Director
Independent Director

Ms. Yuri Sasaki

GlobalIndependent
Director

Director●

Candidate for Outside Director
Candidate to be registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director(Notes)1. The areas of expertise are as follows. Management: Overall management; Finance: Finance;
Accounting: Financial accounting; Law: Legal affairs, compliance, and risk management; Global:
Global business2. The Company is a company with an audit and supervisory committee, and has five Directors who
are Audit and Supervisory Committee members, of whom three are independent Outside Directors.
If this item of business is approved, five of the 15 Directors (one third of the Directors) will be
independent Outside Directors.
10Number

Candidate’s Name
(Date of Birth)

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

1

Number ofCompany’s
Shares
Owned

Joined Hitachi Leasing Corp. (currently theCompany)
August 2000
General Manager of Sales Dept. II, Kansai
Branch Office of Hitachi Leasing Corp.
October 2000
General Manager of Sales Dept. II, Kansai
Corporate Sales Branch I, Kansai Sales
Division of Hitachi Capital Corporation(Hitachi Capital)
April 2002
Head of Kansai Corporate Sales Branchand General Manager of Sales Dept. II,
Kansai Sales Division of Hitachi Capital
April 2003
Head of Sales Division I of Hitachi Capital
September 2007 Co-head of Corporate Sales & Marketing
Division and Co-head of Tokyo Sales
Division II of Hitachi Capital
April 2008
Vice President, Executive Officer, and Cohead of the Corporate Sales & Marketing
Division of Hitachi Capital
Reappointment
April 2009
Vice President, Executive Officer, and125,000
Head of the Corporate Sales & Marketing
Seiji Kawabe
DivisionofHitachiCapital(September 3, 1955)
April 2012
Senior Vice President and Executive
Officer, in charge of Corporate Business,
Hitachi Group Business and Financial
Services Business of Hitachi Capital
April 2014
Senior Vice President, Executive Officer,
and Chief Marketing Officer of Hitachi
CapitalApril 2015
Senior Vice President, Executive Officer,
Chief Marketing Officer, Head of the
Corporate Sales & Marketing Division, andHead of the Service Business Division of
Hitachi Capital
April 2016
Representative Executive Officer, President
and Chief Executive Officer of Hitachi
CapitalJune 2016
Director of Hitachi Capital
April 2021
Representative Director, Chairman of theCompany (incumbent)
Reasons for proposing the candidate as Director
Mr. Seiji Kawabe had served as the Representative Executive Officer, President and Chief Executive
Officer of Hitachi Capital Corporation since 2016. He has deep knowledge based on his experience inleading the management of the company as it expands globally, as well as a wealth of management
experience. We have deemed him to be the best candidate to take responsibility for both supervision andexecution of business and to aim for the Company’s sustainable growth and improvement of corporate
value over the medium to long term as the Representative Director, Chairman. We are therefore
reappointing him as a candidate for Director.

11Number

Candidate’s Name
(Date of Birth)

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

2

Number ofCompany’s
Shares
Owned

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 BTMUManaging Executive Officer of MUFG
May 2016
Senior Managing Executive Officer ofReappointment
BTMU
14,200Takahiro Yanai
June 2017
President & CEO of Mitsubishi UFJ Lease&
FinanceCompany
Limited(currently
the(May 4, 1958)
Company)
Concurrently served as Executive Officerof Mitsubishi UFJ Lease & Finance
Company Limited
April 2021
Representative Director, President & CEOof the Company (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
Reasons for proposing the candidate as Director
Since 2017, Mr. Takahiro Yanai had served as the President & CEO of Mitsubishi UFJ Lease & Finance
Company Limited as the chief of business execution based on a wealth of management experience atmajor Japanese financial institutions. He has deep knowledge based on his experience leading themanagement of the Company as it expands globally, as well as a wealth of management experience. We
have deemed him to be the best candidate to continue to take command of business as the Representative
Director, President & CEO and to aim for the Company's sustainable growth and improvement ofcorporate value over the medium to long term. We are therefore reappointing him as a candidate for
Director.

12

Number

Candidate’s Name
(Date of Birth)

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

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Seconded to Metal One Corporation
General Manager, Metals Group CEO
Office of Mitsubishi Corporation
April 2010
Senior Vice President and General
Manager, Metals Group CEO Office of
Mitsubishi Corporation
April 2011
Senior Vice President and Division COO,
Non-Ferrous Metals Division of Mitsubishi
Corporation
April 2013
Senior Vice President, Division COO,
Mineral Resources Investment Div., andGeneral Manager, MDP Department of
Mitsubishi Corporation
April 2015
Executive Vice President and Group COO,
Metals Group of Mitsubishi Corporation
April 2016
Executive Vice President and Group CEO,
Metals Group of Mitsubishi Corporation
April 2018
Executive Vice President, Corporate
Functional Officer, Global Strategy &Reappointment
Coordination, Global Research,
0
Kanji NishiuraInternational Economic Cooperation,
Logistics Management, (Concurrently)(February 11, 1958)
Regional CEO, Asia & Oceania of
Mitsubishi Corporation
June 2018
Member of the Board, Executive Vice
President, Corporate Functional Officer,
Global Strategy & Coordination, Global
Research, International Economic
Cooperation, Logistics Management,(Concurrently) Regional CEO, Asia &Oceania of Mitsubishi Corporation
April 2019
Member of the Board, Executive Vice
President, Corporate Functional Officer,
Global Strategy of Mitsubishi Corporation
April 2020
Member of the Board of Mitsubishi
Corporation
June 2020
Corporate Advisor of Mitsubishi
Corporation
April 2021
Representative Director, Deputy Presidentof the Company (incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
Reasons for proposing the candidate as Director
Mr. Kanji Nishiura has a wealth of management experience at a major Japanese general trading company,
as well as sufficient knowledge to assume business management of the Company as it expands globally.
We expect him to contribute to the Company’s sustainable growth and improvement of corporate value
over the medium to long term as an Executive Director. We are therefore reappointing him as a candidate
for Director.

13

Number

Candidate’s Name
(Date of Birth)

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

April 2005

April 2010
April 2011
October 2011
April 2014

April 2015

4

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

April 2018

April 2019

April 2020

April 2021

Joined Hitachi Leasing Corp. (currently theCompany)
General Manager of Sales Dept. II, Kansai
Corporate Sales Branch, Kansai Sales
Division of Hitachi Capital Corporation(Hitachi Capital)
Head of Kansai Corporate Sales Branch,
Kansai Sales Division of Hitachi Capital
April 2010 Head of Kanagawa Sales
Division of Hitachi Capital
Head of Kanagawa Sales Division of
Hitachi Capital
Head of Tokyo Sales Division III,
Corporate Business Division of Hitachi
CapitalCo-Head of Corporate Business Divisionof Hitachi Capital
Corporate Officer, Head of Corporate
Business Division and Co-Head of
Account Sales Promotion Division of
Hitachi Capital
Corporate Officer and Head of Corporate
Business Division, Corporate Sales &Marketing Group of Hitachi Capital
Executive Officer, Head of Corporate
Business Division, Corporate Sales &Marketing Group, and Head of Service
Business Division of Hitachi Capital
Executive Officer, Corporate Sales &Marketing Group, in charge of Japan, andHead of Customer E&E Business Divisionof Hitachi Capital
Vice President and Executive Officer, CoHead of Corporate Sales & MarketingGroup, in charge of Japan, and Head ofEnvironment and Energy Business,
Corporate Business Division, Customer
E&E Business Division of Hitachi Capital
Vice President and Executive Officer, CoHead of Corporate Sales & MarketingGroup, and Chief Executive for Japan,
Corporate Sales & Marketing Group of
Hitachi Capital
Senior Vice President and Executive
Officer, Chief Marketing Officer, and Headof Business Enhancement Division (incharge of Europe and the Americas) of
Hitachi Capital
Director, Senior Managing Executive
Officer of the Company

14

Number ofCompany’s
SharesOwned

39,000

May 2021

Director, Deputy President of the Company(incumbent)
Concurrently serves as Executive Officerof the Company (incumbent)
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 has experience and knowledge cultivated whileleading the overall business of the company as it expands globally. We expect him to utilize thisbackground and contribute to the Company’s sustainable growth and improvement of corporate value
over the medium to long term as an Executive Director. We are therefore reappointing him as a candidate
for Director.

15

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1983
April 2013

5

Number ofCompany’s
Shares
Owned

Joined The Bank of Tokyo, Ltd.
Senior Manager, Research Planning Group,
Finance Dept., Finance Division of Hitachi
Capital Corporation (currently theCompany)
April 2014
Corporate Officer and Co-Head of FinanceGroup of Hitachi Capital
April 2016
Corporate Officer, Co-Head of Finance
Division, Management Bases Initiatives
Group and General Manager, FinanceDept. of Hitachi Capital
Reappointment
April 2017
Executive Officer, Chief Financial Officer,
24,600
Head of Finance Division, Management
Satoshi Inoue
Bases Initiatives Group and General(April 13,1959)
Manager, Finance Dept. of Hitachi Capital
April 2019
Vice President and Executive Officer,
Chief Financial Officer, and Head ofFinance Division, Management Bases
Initiatives Group of Hitachi Capital
April 2020
Senior Vice President and Executive
Officer, Chief Financial Officer, and Headof Finance (in charge of Human Capital
Division) of Hitachi Capital
April 2021
Director, Senior Managing Executive
Officer of the Company (incumbent)
Reasons for proposing the candidate as Director
Mr. Satoshi Inoue had served as an Executive Officer and Chief Financial Officer of Hitachi Capital
Corporation since 2017 and has experience and knowledge in the corporate division with a focus on
finance, which he has cultivated while engaged in the overall management of the company as it expands
globally. We expect him to utilize this background and contribute to the Company’s sustainable growthand improvement of corporate value over the medium to long term as an Executive Director. We are
therefore reappointing him as a candidate for Director.

16Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1989
November 2002
January 2007
April 2009
March 2014

6

Number ofCompany’s
Shares
Owned

Joined Mitsubishi Corporation
Mitsubishi International GmbH
Moscow Office of Mitsubishi Corporation
Treasurer Office of Mitsubishi Corporation
Senior Vice President, Corporate Staff
Reappointment
Section and CFO of Mitsubishi
0Haruhiko Sato
Corporation (Americas)(June 19, 1965)
April 2019
General Manager, Power Solution
Administration Department of Mitsubishi
Corporation
April 2021
Director, Managing Executive Officer of
the Company (incumbent)
Reasons for proposing the candidate as Director
Mr. Haruhiko Sato has a wealth of experience at a major Japanese general trading company, as well as
sufficient knowledge to assume business management of the Company as it expands globally. We expect
him to contribute to the Company’s sustainable growth and improvement of corporate value over the
medium to long term as an Executive Director. We are therefore reappointing him as a candidate for
Director.

17

Number

Candidate’s Name
(Date of Birth)

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

7

Number ofCompany’s
SharesOwned

Completed the legal apprentice course at
the Legal Training and Research Instituteof the Supreme Court of Japan
Admitted to the bar (Daini Tokyo Bar
Association) (until March 1990)
April 1990
Associate Professor at Faculty of Law andEconomics, Chiba University
June 1993
Professor at Faculty of Law andEconomics, Chiba University
April 1995
Professor at Faculty of Law, Hitotsubashi
University
April 1999
Professor of Graduate School of Law,
Reappointment
Hitotsubashi University
Outside Director
April 2003
Trustee of Hitotsubashi University0Professor at The University of Tokyo
Independent Director April 2008
Graduate
Schoolsfor
Law
and
Politics
andHiroyasu Nakata
The University of Tokyo Faculty of Law(August 29, 1951)
April 2015
Emeritus Professor of Hitotsubashi
University
April 2017
Professor at Waseda Law School(incumbent)
June 2017
Emeritus Professor of The University ofTokyo
June 2018
Audit & Supervisory Board Member of
Mitsubishi UFJ Lease & Finance Company
Limited (currently the Company)
April 2021
Director of the Company (incumbent)(Important Status in Other Companies)
Professor at Waseda Law School
Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Hiroyasu Nakata has academic knowledge as a university professor and deep knowledge as a legal
expert. Since assuming office as an Audit & Supervisory Board Member of Mitsubishi UFJ Lease &Finance Company Limited in 2018, he had contributed to ensuring sound management of the company
by conducting audits from a neutral and objective perspective. Since his appointment as Director on April
1, 2021, he has contributed to appropriate decision making and supervision of overall management by the
Board of Directors as an independent Outside Director. We are therefore reappointing him as a candidate
for Director. We expect him to use his knowledge to contribute to appropriate decision making andsupervision of overall management by the Board of Directors as an independent Outside Director froman objective perspective independent of executive management responsible for executing business and tocontribute to the improvement of the soundness, transparency, and fairness of the management of theCompany by providing advice to the Board of Directors as a member of the Governance Committee.
Attendance at Board of Directors meetings (FY2020): 10 out of 10 times (100%)
Attendance at Audit & Supervisory Board meetings (FY2020): 13 out of 13 times (100%)Term of office as an Outside Director: 0 year and 3 months

18

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1982
August 2007

8

Number ofCompany’s
Shares
Owned

Joined The Mitsubishi Bank, Ltd.
General Manager, Corporate Banking
Human Resources Division of The Bank ofTokyo-Mitsubishi UFJ, Ltd. (BTMU)
April 2008
General Manager, European Planning
Division, European Headquarters of
BTMU
June 2009
Executive Officer of BTMU
Deputy President, General Manager of
Shanghai Branch of The Bank of TokyoNew appointment
Mitsubishi UFJ (China), Ltd.
Outside Director
July 2011
Executive Officer, General Manager,0
Global Corporate Banking Division of
Go Watanabe
BTMU(September 19, 1958)
May 2012
Managing Executive Officer, General
Manager, Nagoya Sales Headquarters of
BTMU
June 2013
Managing Executive Officer, Chief
Executive Officer, Asian and Oceanian
Headquarters of BTMU
July 2016
First Senior Vice President of Nidec
Corporation
September 2020 Chairman of MST Insurance Service Co.,
Ltd. (incumbent)
Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Go Watanabe has a wealth of management experience at a major Japanese financial institution andmanufacturing company, as well as deep knowledge in Japanese and international financial business. We
expect him to use his experience and knowledge from a practical perspective to contribute to appropriate
decision making and supervision of overall management by the Board of Directors as an Outside Director.
We are therefore appointing him as a new candidate for Director.
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 theimprovement of the soundness, transparency, and fairness of the management of the Company byproviding advice to the Board of Directors as a member of the Governance Committee.

19Number

Candidate’s Name
(Date of Birth)

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

9

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
Corporation
January 2018
Executive Vice President, Corporate
Functional Officer, Regional Strategy for
Reappointment
Japan, General Manager of Kansai Branchof Mitsubishi Corporation
Outside Director
0
June
2018
Representative Director, Executive Vice
Mitsumasa Icho
President of Mitsubishi Corporation(January 19, 1960)
April 2019
Director, Executive Vice President andGroup CEO, Urban Development Group of
Mitsubishi Corporation
June 2019
Executive Vice President and Group CEO,Urban Development Group of Mitsubishi
Corporation (incumbent)
Director of Mitsubishi UFJ Lease &Finance Company Limited (currently theCompany)
April 2021
Director of the Company (incumbent)(Important Status in Other Companies)
Executive Vice President and Group CEO, Urban Development
Group of Mitsubishi Corporation
Reasons for proposing the candidate as Director and roles expected of the candidate
Mr. Mitsumasa Icho has a wealth of management experience at a major general trading company in Japan
as well as deep insight in the financial business. Since assuming office as a Director of Mitsubishi UFJ
Lease & Finance Company Limited in 2019, he had contributed to appropriate decision making andsupervision of overall management by the Board of Directors from a practical perspective. We are
therefore reappointing him as a candidate for Director. We expect him to use his knowledge to continue
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 by providing advice to the Board of Directors as amember of the Governance Committee.
Attendance at Board of Directors meetings (FY2020): 10 out of 10 times (100%)Term of office as an Outside Director: 2 years and 0 month20

Number

Candidate’s Name
(Date of Birth)

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

10

Number ofCompany’s
Shares
Owned

Assistant of Hitotsubashi University(Faculty of Commerce and Management)
April 1998
Assistant Professor of Faculty ofCommerce, Takachiho University ofCommerce (current Takachiho University)
April 2001
Assistant Professor of Faculty of
Economics, Meiji Gakuin University
April 2006
Visiting Scholar of University ofWashington
April 2007
Professor of Faculty of Economics, Meiji
Reappointment
GakuinUniversity (incumbent)
Outside Director
June 2014
Director of JBA TIBOR Administration
700
Independent Director(incumbent)
Yuri Sasaki
November 2015
Visiting Scholar of University of(May 26, 1967)
Washington
June 2018
Director of Hitachi Capital Corporation(currently the Company)
April 2020
Dean of Faculty of Economics, Meiji
Gakuin University (incumbent)
April 2021
Director of the Company (incumbent)(Important Status in Other Companies)
Professor of Faculty of Economics, Meiji Gakuin University
Dean of Faculty of Economics, Meiji Gakuin University
Director of JBA TIBOR Administration
Reasons for proposing the candidate as Director and roles expected of the candidate
Ms. Yuri Sasaki has, reflecting her academic knowledge as a university professor, her outstandingknowledge and wealth of experience as an international finance researcher, and her wealth of experiencein management supervision gained at Hitachi Capital Corporation, contributed to appropriate decision
making and supervision of overall management by the Board of Directors as an independent Outside
Director since her appointment as Director on April 1, 2021. 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 overall management by the Board of Directors as an independent
Outside Director from an objective perspective independent of executive management responsible for
executing business and to contribute to the improvement of the soundness, transparency, and fairness ofthe management of the Company by providing advice to the Board of Directors as a member of theGovernance Committee.
Term of office as an Outside Director: 0 year and 3 months

21

(Notes)
1. There are no special interests between each candidate and the Company.
2. Mr. Hiroyasu Nakata, Mr. Go Watanabe, Mr. Mitsumasa Icho, and Ms. Yuri Sasaki 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 hasentered into agreements (Liability Limitation Agreements) with Mr. Hiroyasu Nakata, Mr.
Mitsumasa Icho, and Ms. Yuri Sasaki to limit their liability for damages, to the extent of theminimum amount of liability provided for under laws and regulations, if the requirements
provided for under laws and regulations are met with respect to the liability for damages under
Article 423, Paragraph 1 of the Companies Act. If this item of business is approved, theCompany plans to renew these agreements without making changes to their contents. With
regards to Mr. Go Watanabe, the Company plans to newly enter into an agreement with thesame terms and conditions.
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 a claim for damages submitted by a shareholder or a third party, etc., said insurance
agreement shall cover damages including compensation for damages and legal expenses to beborne by the insured parties. The candidates for Director in this item of business are to be
included as insured parties in said insurance agreement. The agreement is to be renewed withthe same contents when the agreement is next up for renewal.
5. The Company has registered Mr. Hiroyasu Nakata and Ms. Yuri Sasaki with the Tokyo Stock
Exchange and the Nagoya Stock Exchange as independent officers, and if this item of businessis approved, the Company will continue to register said candidates with said stock exchanges.
6 Mr. Hiroyasu Nakata and Ms. Yuri Sasaki have not been involved in corporate management
in any 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
for the reasons stated in “Reasons for proposing the candidate as Director and roles expectedof the candidate.”
Opinions of the Audit and Supervisory Committee
The Audit and Supervisory Committee has determined that each candidate is qualified as a Director of
the Company as a result of its review of the Selection Standards for Directors, the suitability of eachcandidate for the said standards, their careers, performance, expertise, knowledge and expected role ofeach candidate, etc. in connection with this proposal.

22Third Item of BusinessElection of 1 (One) Director who is a substitute Audit andSupervisory Committee Member

To provide for the possibility of the number of Directors who are Audit and Supervisory
Committee members falling below the number required by laws and regulations, the Company
kindly requests the appointment of 1 (one) Director who is a substitute Audit and Supervisory
Committee member.
The candidate for Director who is a substitute Audit and Supervisory Committee member is asfollows:
The Company has already obtained approval from the Audit and Supervisory Committee withrespect to the proposal of this item of business.
Candidate’s Name
(Date of Birth)

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

Completed the legal apprentice course at theLegal Training and Research Institute of theSupreme Court of Japan
Admitted to the bar (Daini Tokyo Bar
Association) (until March 1990)
April 1990
Associate Professor at Faculty of Law andEconomics, Chiba University
June 1993
Professor at Faculty of Law and Economics,
Chiba University
April 1995
Professor at Faculty of Law, Hitotsubashi
University
Reappointment
April 1999
Professor of Graduate School of Law,
Outside Director
Hitotsubashi University
Independent Director April 2003
Trustee of Hitotsubashi University
Hiroyasu Nakata
April 2008
Professor at The University of Tokyo Graduate(August 29, 1951)
Schools for Law and Politics and The Universityof Tokyo Faculty of Law
April 2015
Emeritus Professor of Hitotsubashi University
April 2017
Professor at Waseda Law School (incumbent)
June 2017
Emeritus Professor of The University of Tokyo
June 2018
Audit & Supervisory Board Member of
Mitsubishi UFJ Lease & Finance Company
Limited (currently the Company)
April 2021
Director of the Company (incumbent)(Important Status in Other Companies)
Professor at Waseda Law School

Number ofCompany’s Shares
Owned

April 1977

23

0

Reasons for proposing the candidate as Director who is a substitute Audit and Supervisory Committee member
and roles expected of the candidate
Mr. Hiroyasu Nakata has academic knowledge as a university professor and deep knowledge as a legal expert.
Since assuming office as an Audit & Supervisory Board Member of Mitsubishi UFJ Lease & Finance Company
Limited in 2018, he had contributed to ensuring sound management of the company by conducting audits froma neutral and objective perspective. Since his appointment as Director on April 1, 2021, he has contributed toappropriate decision making and supervision of overall management by the Board of Directors as anindependent Outside Director. We therefore deem him appropriate as a candidate for Director who is a
substitute Audit and Supervisory Committee member, and are appointing him as a candidate for this position.
If he assumes office as a Director who is an Audit and Supervisory Committee member, we expect him to help
ensure the appropriate and sound management of the Company as a Director who is an Audit and Supervisory
Committee member, to contribute to appropriate decision making and supervision of overall management by
the Board of Directors as an independent Outside Director, and to contribute to the improvement of thesoundness, transparency, and fairness of the management of the Company by providing advice to the Board of
Directors as a member of the Governance Committee.
Attendance at Board of Directors meetings (FY2020): 10 out of 10 times (100%)
Attendance at Audit & Supervisory Board meetings (FY2020): 13 out of 13 times (100%)Term of office as an Outside Director: 0 year and 3 months

24

(Notes)
1. There are no special interests between Mr. Hiroyasu Nakata (the “Candidate”) and theCompany.
2. The Candidate is appointed as a candidate for Outside Director provided for in Article 2,
Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
3. If Second Item of Business “Election of 10 (Ten) Directors (Excluding Directors who are Audit
and Supervisory Committee Members)” is approved as proposed, the Candidate will assume
the position of Director who is not an Audit and Supervisory Committee member. However,in case that the number of Directors who are Audit and Supervisory Committee members falls
below the number provided for under laws and regulations, the Candidate will resign from theposition of Director who is not an Audit and Supervisory Committee member and assume theposition of Director who is an Audit and Supervisory Committee member.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into an agreement (Liability Limitation Agreement) with the Candidate to limit his
liability for damages, to the extent of the minimum amount of liability provided for under laws
and regulations, if the requirements provided for under laws and regulations are met withrespect to the liability for damages under Article 423, Paragraph 1 of the Companies Act. If
this item of business is approved and the Candidate assumes the position of Director who is an
Audit and Supervisory Committee member, the Company plans to renew the agreement
without making changes to its contents.
5. The Company has concluded a directors and officers liability insurance agreement provided
for in Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. In
the event of a claim for damages submitted by a shareholder or a third party, etc., said insurance
agreement shall cover damages including compensation for damages and legal expenses to beborne by the insured parties. The Candidate is to be included as insured parties in said insurance
agreement, if the Candidate assumes the position of Director who is an Audit and Supervisory
Committee member. The agreement is to be renewed with the same contents when theagreement is next up for renewal.
6. The Company has registered the Candidate with the Tokyo Stock Exchange and the Nagoya
Stock Exchange as an independent officer, and if this item of business is approved and the
Candidate assumes the position of Director who is an Audit and Supervisory Committee
member, the Company will continue to register the Candidate with said stock exchanges.
7. The Candidate has not been involved in corporate management in any way other than byassuming office as Outside Director or Outside Statutory Auditor; however, we believe that hewill be able to properly perform his duties as Outside Director for the reasons stated in“Reasons for proposing the candidate as Director who is a substitute Audit and Supervisory
Committee member and roles expected of the candidate.”25

<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 have the ability to make objective judgments regarding management and haveexcellent 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
The Company shall judge the independence based upon the requirements for independent
directors 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 theindividual 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 theCompany 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 with the financial instruments
exchanges of Japan, such as the Tokyo Stock Exchange, the reason therefor shall be explained anddisclosed at the time of the candidate’s election as an Outside Director.

26