[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
February 10, 2021
NOTICE OF CONVOCATION OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the Extraordinary General Meeting of Shareholders (the“Meeting”) of Mitsubishi UFJ Lease & Finance Company Limited (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)
and consider 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 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:

Friday, February 26, 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
Please note that the venue has been changed from the last
meeting.

3. Matters to be dealt with at the Meeting:
Matters for Resolution:◎◎

First Item of BusinessApproval of the Merger Agreement between the
Company and Hitachi Capital Corporation

Second Item of BusinessPartial Amendments to the Articles of Incorporation

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

Fourth Item of BusinessElection of 5 (Five) Directors who are Audit andSupervisory Committee Members

Fifth Item of Business

Determination of the Amount of Compensation for
Directors (Excluding Directors who are Audit andSupervisory Committee Members)

Sixth Item of Business

Determination of the Amount of Compensation for
Directors who are Audit and Supervisory Committee
Members

Seventh Item of Business

Determination of the Amount and Other Details of theCompensation for Directors (Excluding Directors who
are Audit and Supervisory Committee Members) in theForm of Stock Compensation-type Stock Options

Eighth Item of Business

Determination of the Amount and Other Details of theNon-monetary Compensation (Provision of Company
Housing) for Directors (Excluding Directors who are
Audit and Supervisory Committee Members)

Of the documents required to be provided at the time of this notice of convocation of the
Meeting, the information contained in the financial statements for the most recent fiscal yearof Hitachi Capital Corporation (from April 1, 2019 to March 31, 2020) is not included in thisnotice of convocation of the Meeting, as it is disclosed on the Company’s website(https://www.lf.mufg.jp/), pursuant to laws and regulations, and the provisions of Article 15 of
the Articles of Incorporation of the Company.
If any matters included in the Reference Materials Concerning the General Meeting of
Shareholders are to be modified, we will post the revised matters on our website(https://www.lf.mufg.jp/).
- End -

2

Request to Shareholders to Prevent the Infection and Spread of Novel Coronavirus (COVID-19)
Request to Shareholders for Exercising Voting Rights
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.
Request to Shareholders Attending the General Meeting in Person
Shareholders planning to attend the Meeting in person are requested to check the latest
COVID-19 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 toprevent 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 thenumber of officers attending at the Meeting may be limited to a certain extent, 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 Annual Shareholders’ 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.lf.mufg.jp/

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 ofbusiness, we will deem that you have voted for that item of business.
Deadline ►►► Thursday, February 25, 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, February 25, 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, 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.

If attending the Meeting in person
Please submit the enclosed voting right exercise form to the receptionist at the
Meeting. (Please note that the venue has been changed from the last meeting. Pleaserefer to page 2 for details of the venue.)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.
(If you are attending 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 ►►► Friday, February 26, 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 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)

5

[TRANSLATION]
REFERENCE MATERIALS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERS(Reference) Matters Common to All Items of Business
While the Company has been engaged in collaboration with Hitachi Capital Corporation(“Hitachi Capital”), including the reinforcement of the two companies’ overseas infrastructurebusiness, based on the capital and business alliance concluded in May 2016, the Company has
determined that a business integration through merger (the “Business Integration”) is the
optimal means to promptly adapt to drastic environmental changes and further open up newareas of the two companies’ advanced asset business.
As a result of the Business Integration, the two companies will become a global player in the
sector in terms of size and business lines by being able to complement each other’s businessdomains and strengthen their respective management bases. Upon the Business Integration, a
new integrated company (the “New Integrated Company”) will aim to create sustainablesocial value by operating an advanced asset business beyond the leasing business framework
and providing customers with new value in countries and regions across the world.
The Company would kindly request its shareholders to approve the items of business, as
proposed at the Meeting.
In response to the confidence and trust of all of its stakeholders, including shareholders andbusiness partners, the Company has been working to continuously enhance its corporate
governance, for the purpose of realizing the sound and sustainable growth of the Company’sgroup, and improving its corporate value over the medium to long-term. In carrying out theBusiness Integration, for the purpose of aiming to improve the fairness and transparency inbusiness, to strengthen the supervisory function of the Board of Directors, and to further
enrich the corporate governance system, the organizational form of the New Integrated
Company after the Business Integration will be changed from the current company with aboard of statutory auditors to a company with an audit and supervisory committee.
Please refer to the explanatory material regarding the Business Integration (“Business
Integration” announced on September 24, 2020) posted on the Company’s website.
The Company’s website: https://www.lf.mufg.jp/● Features of a company with an audit and supervisory committee
1. A company with an audit and supervisory committee is one of the several organizational
designs created under the Act Partially Amending the Companies Act, enforced on May 1,
2015.
2. A company with an audit and supervisory committee does not have statutory auditors or aboard of statutory auditors. Instead, an audit and supervisory committee conducts audits
over the execution of duties by directors. The audit and supervisory committee comprises
no less than three directors, the majority of whom shall be outside directors.
3. Directors who are audit and supervisory committee members have voting rights asdirectors at the board of directors, and participate in the general decision-making forbusiness execution (excluding decision-making entrusted to directors), including
decisions on proposals regarding the appointment and dismissal of directors, and the6selection and dismissal of representative directors. Furthermore, the audit and supervisorycommittee is entitled to express opinions at the general meeting of shareholders withrespect to the appointment and compensation of directors (excluding directors who areaudit and supervisory committee members). In these respects, the supervisory function
over management will be strengthened compared to a company with a board of statutory
auditors.
4. In a company with an audit and supervisory committee, when a majority of the directors
are outside directors, or when relevant provisions are set forth in the Articles ofIncorporation, decision-making authority regarding the execution of material duties(excluding those matters provided for in each of the items of Article 399-13, Paragraph 5of the Companies Act) may be delegated, in whole or in part, to directors, based on the
resolution of the board of directors, which enables the acceleration of the management
decision-making process.

7

Items of Business and Reference MattersFirst Item of BusinessApproval of the Merger Agreement between the Company and
Hitachi Capital Corporation

The Company and Hitachi Capital (collectively, “both companies” or “two companies”)
reached an agreement on September 24, 2020 regarding the Business Integration through amerger between both companies (the “Merger”) and concluded a business integrationagreement and a merger agreement.
The reasons behind the Business Integration, details of the merger agreement, and othermatters concerning this proposal are as follows, and the approval of shareholders regarding
the merger agreement is kindly requested.
The Business Integration is scheduled to take effect on April 1, 2021, subject to the resolution
for approval of this proposal as well as the proposal in the second item of business, as
originally proposed.
Please refer to the explanatory material regarding the Business Integration (“Business
Integration” announced on September 24, 2020) posted on the Company’s website.
The Company’s website: https://www.lf.mufg.jp/
I. Reasons for the Business Integration
1. Backgrounds of the Business Integration(1) Changes in social situations and challenges
In recent years, there have been drastic changes in the external environment as wellas the trends and megatrends influencing domestic and international economies in thelong term, such as climate change, shortages of resources, de-carbonization to breakdependence on resources and fossil fuels, demographic changes, technologicalinnovation, urbanization, the shifting of the global economy, and global
multipolarization, all of which are accelerating.
Further, global expansion of the COVID-19 pandemic from year 2020 resulted in aparadigm shift for the overall economy and society, and qualitative restructuring of
supply chains, digitalization to adapt to a data economy, and shifts from mass
production and consumption to a circular economy in corporate activities, among otherchanges, are thought to make progress.
(2) Common Challenges of the Two Companies
In connection with these changes in the external environment, the roles required forleasing companies are changing to better resolve social issues through business
investments and operations, in addition to conventional leases and finances.
Moreover, in both during and after the COVID-19 pandemic situation, businessmodels 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 leasing companies, holding various
asset-related functions and offering flexible services which are not limited to financial
functions, will increase further.
As both companies have been closely cooperating with various industries, they
have reached a conclusion that, as well as to contribute to various customers and local
communities, and to create social value, while regarding these drastic environmental
changes in society and the relevant industries as new business opportunities, it isnecessary to further expand the operational bases and to strengthen the financial basesof both companies.
82. Purposes of the Business Integration
The two companies have set the goal of sustainable enhancement of corporate value
through the resolution of social issues to realize a rich society that can adapt toenvironmental change, as stated in the medium- to long-term corporate visionstatements of their respective medium-term management plans.
With the Business Integration, the two companies will realize (i) complementing
each other’s business domains, (ii) strengthening their management bases, and (iii)
creating new value based on (i) and (ii) and grow stronger, by developing the businessas an integrated entity under a unified vision and philosophy.
(i) Complementing each other’s business domains
By building ideal, mutually complementary relationships, the New Integrated
Company may establish an extensive and comprehensive lineup of businesses, andachieve diversification in its portfolios in terms of both business domains andgeographical areas. This will help the New Integrated Company not only to establish asolid and stable revenue structure that will be less susceptible to the external
environment, but also to increase profitability via expanded investment activities
utilizing its enhanced capabilities.
(ii) Strengthening the management base
The New Integrated Company aims to build strong management bases which will
support sustainable growth through concentrating the management resources andexpertise of the two companies, which are sources of corporate competitiveness, via
utilization and enhancement of human resources, utilization of partner networks,
reinforcement of financial bases, advancement of risk management, and promotion ofdigitalization.
(iii) Creating new value
The New Integrated Company is intended to offer new value beyond the frameworkof traditional leasing companies to customers by entering into new business domains
and geographical areas, as well as strengthening and expanding the focal businessdomains of the two companies.
Due to the Business Integration, the New Integrated Company will be one of thelargest global players in the industry in terms of both its size and business domains,with 10 trillion yen of total assets, over 100 billion yen of net profit, and nearly 10,000
employees. The New Integrated Company will accurately capture the changing needs of
its customers and local communities in countries and regions across the world, andutilize its expanding scale and built-up capital to develop into a company that can
provide solutions to modern social issues.

9II. Details of the Merger Agreement
The details of the merger agreement concluded on September 24, 2020 between the
Company and Hitachi Capital are as follows.
Merger Agreement
Mitsubishi UFJ Lease & Finance Company Limited (“MUL”) and Hitachi Capital Corporation(“HC”) enter into an agreement (this “Agreement”) as of September 24, 2020 (the “Execution
Date”), regarding a merger between MUL and HC as follows.
Article 1(Method of the Merger)

1.

Pursuant to this Agreement, MUL and HC shall conduct an absorption-type merger (the“Merger”), where MUL will be the company surviving the absorption-type merger, and HC
will be the company disappearing in the absorption-type merger.

2.

The trade names and addresses of the company surviving the absorption-type merger andthe company disappearing in the absorption-type merger regarding the Merger are according
to each of the following items:(1)Company surviving the absorption-type merger
Trade name:Mitsubishi UFJ Lease & Finance Company Limited
Address: 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(2)

Company disappearing in the absorption-type merger
Trade name:Hitachi Capital Corporation
Address: 3-1, Nishi Shimbashi 1-chome, Minato-ku, Tokyo

Article 2(Matters regarding the Consideration Payable for the Merger)

1.

Upon the Merger, MUL shall deliver MUL shares to shareholders of HC as monies, etc., inexchange for HC shares held by such shareholders. The number of shares to be delivered
will be calculated by multiplying 5.10 by the total number of HC shares (except for thenumber of shares subject to the exercise of appraisal rights pursuant to Article 785,
paragraph 1 of the Companies Act) held by HC’s latest shareholders on the date
immediately preceding the Effective Date (defined in Article 4, paragraph 1) (however, suchshareholder does not include MUL and HC. The “Shareholder Subject to Allotment”).

2.

Upon the Merger, MUL shall deliver a number of common stock of MUL to each
Shareholder Subject to Allotment, calculated by multiplying 5.10 by the number of HC’scommon stocks held by such Shareholder Subject to Allotment (except for the number ofshares subject to the exercise of appraisal rights pursuant to Article 785, paragraph 1 of theCompanies Act).

Article 3(Matters Regarding the Stated Capital and Reserves of the Company
Surviving the Merger)

None of the stated capital, capital reserves, or retained earning reserves of MUL will be increasedby the Merger.
Article 41.

(Effective Date)

The date on which the Merger will become effective (the “Effective Date”) shall be April 1,
102021.
2.

Notwithstanding the preceding paragraph, if it is necessary in accordance with the progress,
etc. of the procedures of the Merger, the Effective Date could be amended upon discussion
and agreement between MUL and HC.

Article 5(Merger Approval Shareholders Meeting)

MUL and HC shall hold a shareholders meeting (the “Merger Approval Meeting”), respectively, by
the date immediately preceding the Effective Date, and require a resolution regarding the approvalof this Agreement.
Article 6(Amendment to the Articles of Incorporation)

1.

After the execution of this Agreement, MUL and HC shall agree, upon discussion, on the
trade name of MUL upon completion of the Merger.

2.

MUL shall be changed into a company with an audit and supervisory committee as of theEffective Date.

3.

MUL and HC shall agree, upon discussion, on the contents of the Articles of Incorporationof MUL upon completion of the Merger, including the agreement on the preceding two
paragraphs. Pursuant to such agreement, MUL shall, at the Merger Approval Meeting of
MUL, submit an agenda item to amend the Articles of Incorporation of MUL, subject tofulfillment of the conditions precedent that the Merger has become effective, and require aresolution for the approval thereof.

Article 71.

2.

(Officers on and after the Effective Date)

The directors of MUL as of the Effective Date shall be as follows:(1)

The number of MUL’s directors as of the Effective Date shall be seventeen (17), of
which twelve (12) among those are directors who are not members of the audit andsupervisory committee, and five (5) are directors who are members of the audit andsupervisory committee.

(2)

Among the directors who are not members of the audit and supervisory committeeof MUL as of the Effective Date, MUL and HC each designate six (6) directors andfour (4) directors, respectively, as candidates, and the remaining two (2) members
shall be designated with both parties’ agreement.

(3)

Among the directors who are members of the audit and supervisory committee of
MUL as of the Effective Date, MUL and HC each designates three (3) directors andtwo (2) directors, respectively, as candidates.

At the Merger Approval Meeting of MUL, MUL shall submit agenda items to appoint thepersons who were designated pursuant to the preceding paragraph to the directors of MUL
as of the Effective Date, subject to fulfillment of the condition precedent that the Merger
has become effective, and require resolutions for the approval thereof.

Article 8(Management, etc., of the Company’s Property)

From the Execution Date until the Effective Date, MUL and HC shall execute their operations ofbusiness and manage and operate their properties, respectively, with the due care of a prudent
11manager, and have their subsidiaries do the same.
Article 9(Granting Voting Rights to HC’s Shareholders)

By the date immediately preceding the Effective Date, MUL shall pass a resolution at its Board of
Directors meeting to the effect that, pursuant to Article 124, paragraph 4 of the Companies Act, on
condition that the Merger takes effect, voting rights at MUL’s annual shareholders meetingscheduled to be held in June 2021 will be granted to the common shareholders of HC to whom
common shares in MUL are allotted and delivered upon the Merger.
Article 10(Amendments and Termination of this Agreement)

From the execution of this Agreement through to the Effective Date, if any of the following items
apply, MUL and HC may, upon mutual good-faith discussion, amend the terms of the Merger,
otherwise amend this Agreement, or terminate this Agreement:(1)

An event has occurred or has been discovered that has a material adverse effect on
any business, financial conditions, business performance, or other circumstances of
MUL or HC;(2)

this Agreement is not approved at MUL’s or HC’s Merger Approval Meeting;(3)

the agenda item to amend the Articles of Incorporation that is set forth in Article 6
is not approved at MUL’s Merger Approval Meeting;(4)

the agenda items to appoint directors that are set forth in Article 7, paragraph 2 are
not approved at MUL’s Merger Approval Meeting;(5)

the resolution at a Board of Directors’ meeting that is set forth in the preceding
Article is not passed;(6)

a circumstance has occurred or has been discovered that materially hinders
implementation of the Merger; or(7)

it has otherwise become extremely difficult to achieve the purpose of the Merger.

Article 11(Effect of this Agreement)This Agreement shall cease to be effective if any one of the following items applies:(1)

Both parties agree to terminate this Agreement;(2)on the date immediately preceding the Effective Date, any of the approvals and thelike required by laws or regulations (including foreign laws or regulations) toimplement the Merger have not been obtained from the relevant authorities; or(3)this Agreement is terminated in accordance with the preceding Article.

Article 12(Governing Law and Jurisdiction)

1.

This Agreement shall be governed by, and construed in accordance with, the laws of Japan.

2.

All disputes that may arise between MUL and HC in relation to this Agreement shall be
12subject to the exclusive agreed jurisdiction of the Tokyo District Court in the first instance.
Article 13(Matters for Discussion)

In addition to what is provided for in this Agreement, matters necessary for the Merger shall be
determined upon discussion and agreement between MUL and HC in accordance with the purport ofthis Agreement.

IN WITNESS WHEREOF, the parties shall execute this Agreement in duplicate by affixing theirrespective names and seals, and retain one copy each.
September 24, 2020

5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Mitsubishi UFJ Lease & Finance Company Limited
Takahiro Yanai
President and Representative Director
Seal

3-1, Nishi Shimbashi 1-chome, Minato-ku, Tokyo
Hitachi Capital Corporation
Seiji Kawabe
Representative Executive Officer, President andChief Executive Officer
Seal

13

III. Outline of the matters provided for in each of the items of Article 191 of theRegulation for Enforcement of the Companies Act
1. Matters concerning the appropriateness of the provisions regarding the matterslisted in Article 749, Paragraph 1, Items 2 and 3 of the Companies Act (Article
191, Item 1 of the Regulation for Enforcement of the Companies Act)
(1) Matters concerning the appropriateness of the number of shares delivered upon
the Merger, as well as the appropriateness of the allotment of these shares
1) Details of share allotment pertaining to the Merger
Party
Merger ratio(“Merger Ratio”)
Number of shares to be
allotted upon the Business
Integration

Mitsubishi UFJ Lease(The surviving company)

Hitachi Capital(The merged company)

1

5.10

Common stock: 571,079,267 shares (scheduled)(Notes)1. Merger Ratio
5.10 shares of Mitsubishi UFJ Lease’s common stock will be delivered by allotment for one
share of Hitachi Capital’s common stock. However, the terms and conditions of the Merger
including the Merger Ratio may be changed through the discussion between the twocompanies in the event of any material adverse effect on the two companies’ businesses,
financial situations, business performance, or other circumstances. As to the treasury shares
held by Hitachi Capital (7,940,885 shares as of June 30, 2020; 106,000 shares held in trust
for the performance-based stock compensation plan for the executive officers are excluded;
hereinafter the same) and shares in Hitachi Capital held by Mitsubishi UFJ Lease (4,909,340
shares as of March 31, 2020), shares in Mitsubishi UFJ Lease will not be delivered upon the
Merger.
2. Number of shares to be delivered upon the Merger
571,079,267 shares of the common stock of Mitsubishi UFJ Lease (scheduled)
The above number of shares to be delivered is calculated based on the total number of sharesof common stock outstanding and treasury shares of Hitachi Capital as of June 30, 2020
(124,826,552 shares and 7,940,885 shares, respectively) and the number of shares ofcommon stock of Hitachi Capital held by Mitsubishi UFJ Lease as of March 31, 2020
(4,909,340 shares). The common stock of Mitsubishi UFJ Lease, calculated based on theabove Merger Ratio will be delivered to the last shareholders of Hitachi Capital, except
Mitsubishi UFJ Lease and Hitachi Capital, on the date immediately preceding the date on
which the Merger will become effective (the “Effective Date”). Therefore, in the event thatthe number of treasury shares held by Hitachi Capital or the number of shares of common
stock of Hitachi Capital held by Mitsubishi UFJ Lease is changed by the Effective Date as aresult of an exercise of the appraisal right by shareholders of Hitachi Capital, etc., the numberof shares to be delivered by Mitsubishi UFJ Lease will change accordingly.
3. Treatment of shares less than one unit (tangen miman kabushiki)
In association with the Merger, some shareholders of Hitachi Capital who will hold shares
representing less than one unit of Mitsubishi UFJ Lease’s stock (i.e., less than 100 shares)
cannot sell such shares representing less than one unit on Tokyo Stock Exchange, Inc. (the“Tokyo Stock Exchange”) or Nagoya Stock Exchange, Inc. (the “Nagoya Stock Exchange”).
The following programs regarding Mitsubishi UFJ Lease’s shares representing less than one
unit will be available to such shareholders:
1. Buyback program for shares representing less than one unit (sale of common stock
representing less than one hundred (100) shares)
Pursuant to Article 192, paragraph 1 of the Companies Act, shareholders who will holdshares representing less than one unit of Mitsubishi UFJ Lease’s stock may demand that14

Mitsubishi UFJ Lease buy back such shares; or,Additional purchase program for shares representing less than one unit (additionalpurchase of shares of common stock to reach one hundred (100) shares)
Pursuant to Article 194, paragraph 1 of the Companies Act and the relevant provisionsof the articles of incorporation of Mitsubishi UFJ Lease, shareholders who will holdshares representing less than one unit of Mitsubishi UFJ Lease may additionallypurchase from Mitsubishi UFJ Lease the number of shares that, when added to shares
representing less than one unit to be held by such shareholders, will equal to one unit
(one hundred (100) shares), except when Mitsubishi UFJ Lease does not hold thenumber of treasury shares regarding the request for additional purchase.
4. Handling of a fractional share
To the shareholders of Hitachi Capital who will receive the allotment of fractions fallingshort of one (1) share of Mitsubishi UFJ Lease’s common stock upon the Merger, Mitsubishi
UFJ Lease will pay in cash the amounts that correspond to the fractions falling short of one(1) share, in accordance with the provisions of Article 234 of the Companies Act and otherrelevant laws and regulations.
2.

2) Grounds, etc. for Share Allotment concerning the Merger
a. Grounds and reasons for share allotment
In order for Mitsubishi UFJ Lease to ensure fairness andappropriateness of the Merger Ratio, Mitsubishi UFJ Lease has appointed
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ
Morgan Stanley Securities”) as a financial advisor independent from bothcompanies, and has requested Mitsubishi UFJ Morgan Stanley Securities toprovide valuation including the financial analysis of the merger ratio being
used for the Merger. Mitsubishi UFJ Lease subsequently received from its
financial advisor the financial analysis report (santeisho) of the Merger
Ratio dated September 23, 2020. Meanwhile, in order for Hitachi Capital toensure fairness and appropriateness in the Merger Ratio, Hitachi Capital has
engaged Goldman Sachs Japan Co., Ltd. (“Goldman Sachs Japan”) as afinancial advisor independent from both companies, and has requested
Goldman Sachs Japan to perform the financial analyses of the merger ratio
to be applied to the Merger. Hitachi Capital subsequently received from its
financial advisor the financial analysis report (santeisho) of the Merger
Ratio dated September 24, 2020.
After the two companies referencing the financial analyses of themerger ratio to be applied to the Merger, provided by their respective
financial advisors and as a result of careful and repeated negotiations anddiscussions, comprehensive consideration about financial situations, asset
status, future prospects and other factors of the two companies based on the
results of due diligence, etc., conducted by the two companies in regard toeach other, the two companies eventually were able to conclude that theMerger Ratio was appropriate, and agreed on the Merger Ratio after theydecided it at the respective board of directors meetings held on September
24, 2020 by referencing the details of their respective financial advisors’
financial analysis reports (santeisho), as well as Hitachi Capital referencing
the response submitted by its independent committee.

15

b. Matters concerning the calculation- Names of the financial advisors and their relationships with the twocompanies
Both Mitsubishi UFJ Morgan Stanley Securities, the financial advisor
for Mitsubishi UFJ Lease, and Goldman Sachs Japan, the financial advisorfor Hitachi Capital, are independent from both companies, do not constitutea related party of either of the two companies, and do not have any materialinterest that needs to be stated in connection with the Business Integration.
- Outline of the financial analysis report (santeisho)(Mitsubishi UFJ Morgan Stanley Securities)
Mitsubishi UFJ Morgan Stanley Securities analyzed the Merger Ratio
by comprehensively taking into consideration the results of the three
analysis approaches regarding both Mitsubishi UFJ Lease and Hitachi
Capital: the market price analysis that was chosen for the reason that the twocompanies are listed in the first section of the Tokyo Stock Exchange andmarket share prices of the two companies are readily available; thecomparable company analysis that was chosen for the reason that equity
value of the two companies could be inferred from their respective
comparable listed companies; and additionally, for the purpose of reflecting
the prospective situation of their future business activities into the valuation,
the dividend discount model analysis (the “DDM Analysis”), a method ofanalyzing equity value by discounting the portion of capital that exceeds thelevel of capital required for the stable business operations of the twocompanies predetermined based on valuation, etc. by rating agencies (the“Required Capital Level”) back to its present value at capital cost, bydeeming such excess portion of capital to be profit attributable toshareholders.
Financial forecasts of Mitsubishi UFJ Lease that were used in theassumptions for valuation do not include fiscal years for which substantial
increase/decrease in profits are estimated. For the fiscal years included in
the Hitachi Capital Forecasts, substantial earnings increases or decreases areprojected. Specifically, Hitachi Capital earnings for the fiscal year ending
March 31, 2022 are projected to increase substantially on a year-on-yearbasis, due to a recovery from the impact of COVID-19 crisis.
For the market price analysis, Mitsubishi UFJ Morgan Stanley
Securities set a calculation base date for September 23, 2020 (the“Calculation Base Date”) and analyzed the valuation ranges of the Merger
Ratio based on maximum and minimum of the market price ratios of thecommon stock of the two companies calculated by (i) the closing price on
the Calculation Base Date; (ii) a simple average of the closing prices in theprevious one month; (iii) a simple average of the closing prices in theprevious three months; and (iv) a simple average of the closing prices in theprevious six months, respectively, prior to the Calculation Base Date in thefirst section of the Tokyo Stock Exchange.
For the comparable company analysis, Mitsubishi UFJ Morgan Stanley
Securities analyzed equity value of both Mitsubishi UFJ Lease and Hitachi
Capital based on a comparison of (i) the multiples of the net profit to market
capitalization; and (ii) the multiples of the book value based net assets tomarket capitalization, with the corresponding multiples of selected listed
16

companies engaging in businesses relatively comparable to the businesses ofMitsubishi UFJ Lease and Hitachi Capital, respectively.
Mitsubishi UFJ Morgan Stanley Securities performed the DDM
Analysis based on publicly available information and other factors, inaddition to estimated revenues in the financial forecasts of Mitsubishi UFJ
Lease and Hitachi Capital during the period from April 1, 2020 to March 31,
2026, and assumptions that are considered reasonable. Financial forecasts
used for valuation are based on the financial forecasts on a stand-alone basis
presented by the management of Mitsubishi UFJ Lease and Hitachi Capital,
respectively (which means any impact of the Business Integration is nottaken into consideration), and financial forecasts with reasonableadjustments made by Mitsubishi UFJ Lease.
The chart below indicates the summarized results of valuation ranges ofthe Merger Ratio in the Business Integration evaluated by Mitsubishi UFJ
Morgan Stanley Securities (i.e., showing valuation ranges in the form of thenumber of shares of Mitsubishi UFJ Lease’s common stock to be deliveredby allotment for one share of Hitachi Capital’s common stock).
Approach Adopted
Market Price Analysis
Comparable Company Analysis
DDM Analysis

Valuation Ranges of Merger Ratio
3.73 ~ 5.68
2.44 ~ 5.48
3.52 ~ 5.95

Mitsubishi UFJ Morgan Stanley Securities provided the Board of
Directors of Mitsubishi UFJ Lease with an outline of the analyses as of
September 23, 2020. Also, pursuant to the request of the board of directorsof Mitsubishi UFJ Lease, Mitsubishi UFJ Morgan Stanley Securities
submitted to the board of directors of Mitsubishi UFJ Lease an opinion (the“Fairness Opinion”) that the Merger Ratio is reasonable from a financial
viewpoint to the shareholders of common stock of Mitsubishi UFJ Lease,
excluding Hitachi Capital, as of the Merger.
An opinion of Mitsubishi UFJ Morgan Stanley Securities stated in the
Fairness Opinion is subject to and premised on various important conditions
and restraints described therein and other conditions described below.
Mitsubishi UFJ Morgan Stanley Securities has never recommended any
specific merger ratio to Mitsubishi UFJ Lease or its board of directors as
one and only adequate ratio.
In stating its opinion in the Fairness Opinion, Mitsubishi UFJ Morgan
Stanley Securities relied on the disclosed and publicly-available informationand information provided by Mitsubishi UFJ Lease or Hitachi Capital,
assuming that such information was accurate and complete. It thus did notverify the accuracy or completeness of such information.
In preparing the Fairness Opinion, Mitsubishi UFJ Morgan Stanley
Securities took into consideration potential benefits of strategies, finance,
capital management and business operation expected from the Merger.
However, Mitsubishi UFJ Morgan Stanley Securities presumed that
financial forecasts containing information about such potential benefits ofstrategies, finance, capital management and business operation werereasonably prepared by the management of Mitsubishi UFJ Lease andHitachi Capital, respectively, reflecting the best available forecasts and17

judgments as of September 24, 2020 on future financial situations ofMitsubishi UFJ Lease and Hitachi Capital.
Moreover, Mitsubishi UFJ Morgan Stanley Securities states its opinions
based on the assumption that the Merger would be executed without any
waiver, change or delay in the terms and conditions provided in the businessintegration agreement and the merger agreement. Mitsubishi UFJ Morgan
Stanley Securities presumes that all approvals, permissions and agreements,
etc. necessary for the Merger can be obtained from relevant government
agencies and supervisory agencies, etc. and that such approvals, permissions
and agreements, etc. would not be subject to any delay, restriction orcondition that may have a material adverse effect on potential benefits
expected from the Merger.
Mitsubishi UFJ Morgan Stanley Securities is not an advisor on business,legal and accounting affairs, taxation, industrial regulations and corporate
pensions. Mitsubishi UFJ Morgan Stanley Securities, as a financial advisor,
does not conduct any independent verification on issues concerning business,legal and accounting affairs, taxation, industrial regulations and corporate
pensions, and Mitsubishi UFJ Morgan Stanley Securities relies on thedeterminations of Mitsubishi UFJ Lease and its business advisors, legal
advisors, accounting advisors, tax advisors, and advisors on industrial
regulations and corporate pensions.
In relation to consideration received by holders of the stock of Hitachi
Capital in connection with the Merger, Mitsubishi UFJ Morgan Stanley
Securities is not in a position to state any opinion on whether an amount or
quality of consideration to be paid to directors, officers or employees ofHitachi Capital (regardless of their titles or job classes) is adequate.
Mitsubishi UFJ Morgan Stanley Securities did not conduct an
independent evaluation or assessment and did not receive any evaluations orassessments from any third party of the assets and liabilities of either of
Mitsubishi UFJ Lease or Hitachi Capital.
The opinions of Mitsubishi UFJ Morgan Stanley Securities are based on
economic, financial, market and other circumstances as of the date of theFairness Opinion and information obtained by Mitsubishi UFJ Morgan
Stanley Securities as of the date thereof. Though events that would occur on
and after the date of the Fairness Opinion may have an impact on theopinions stated in and the assumptions used for the Fairness Opinion,
Mitsubishi UFJ Morgan Stanley Securities assumes no responsibility or
obligation for updating, revising or reconfirming the opinions stated in the
Fairness Opinion.
Mitsubishi UFJ Morgan Stanley Securities will receive a commission
fee for its services rendered in relation to the Merger as a financial advisor
to Mitsubishi UFJ Lease. The receipt of most of the commission fee is basedon the condition that the Merger is completed.
Mitsubishi UFJ Morgan Stanley Securities or its affiliates received acommission fee, within two years from the date of the Fairness Opinion, for
its services rendered as a financial advisor or regarding finance to
Mitsubishi UFJ Lease, Hitachi Capital, and the two companies’ major
shareholder, Mitsubishi UFJ Financial Group, Inc. (“MUFG” or “Mitsubishi
UFJ Financial Group”), Mitsubishi UFJ Lease’s major shareholder,
Mitsubishi Corporation (“MC”), and Hitachi Capital’s major shareholder,18

Hitachi, Ltd. (“Hitachi”; Mitsubishi UFJ Financial Group, MC and Hitachi
are collectively referred to as the “Major Shareholders”). In addition,
Mitsubishi UFJ Morgan Stanley Securities and its affiliates may render suchservices to Mitsubishi UFJ Lease, Hitachi Capital and the Major
Shareholders and may receive a commission fee as consideration for suchservices, in the future.
Mitsubishi UFJ Morgan Stanley Securities (together with its affiliatedcompanies, collectively referred to as “Mitsubishi UFJ Morgan Staley
Group”) provides global financial services including banking (including
lending services to Mitsubishi UFJ Lease and Hitachi Capital), securities,
trust banking, investment management and other financial services(collectively, “Financial Services”). Securities services include not only
providing investment banking, financing and financial advisory services, butalso underwriting, sale and purchase and brokerage of securities, andforeign exchange, commodities and derivatives transactions. Mitsubishi UFJ
Morgan Stanley Group may, during the course of usual operation ofunderwriting, sale and purchase and brokerage of securities, and operationof financing, hold long or short positions in bonds, equity or loans ofMitsubishi UFJ Lease, Hitachi Capital or any other company related to theMerger, currencies or commodities related to the Merger, or relevant
derivatives, may provide other Financial Services of Mitsubishi UFJ
Morgan Stanley Group for Mitsubishi UFJ Lease, Hitachi Capital or any
other company related to the Merger, and may engage in sale and purchaseor any other transaction in its own or its client’s account. Mitsubishi UFJ
Morgan Stanley Group and its directors and officers may invest their own
funds in, or may manage a fund that invests its own funds in bonds, equity
or loans of Mitsubishi UFJ Lease, Hitachi Capital or any other company
related to the Merger, currencies or commodities related to the Merger, or
relevant derivatives. Also, Mitsubishi UFJ Morgan Stanley Securities may
render usual securities brokerage services for Mitsubishi UFJ Lease, Hitachi
Capital or any other company related to the Merger.
(Goldman Sachs Japan)
Goldman Sachs Japan (together with its affiliates, “Goldman Sachs”)
performed (i) exchange ratio analyses using (a) a historical exchange ratio
analysis and (b) an illustrative contribution analysis based on an illustrative
dividend discount model analysis (the “DDM Analysis”), and (ii) an
illustrative “has” / “gets” analysis based on illustrative DDM Analyses in
the financial analysis report (santeisho) of the Merger Ratio dated
September 24, 2020 (the “Goldman Sachs Report”).
(i) Exchange Ratio Analyses(a) Historical Exchange Ratio Analysis
Goldman Sachs reviewed the historical trading prices of common stockof Hitachi Capital (“Hitachi Capital Common Stock”) and common stock ofMitsubishi UFJ Lease (“Mitsubishi UFJ Lease Common Stock”) for the
52-week period prior to September 23, 2020 and calculated the historicalexchange ratios and historical average exchange ratios based on the closing
prices of common stock of Hitachi Capital and common stock of Mitsubishi
UFJ Lease during such 52-week period. This analysis indicated the range of19

implied merger ratios of shares of Mitsubishi UFJ Lease Common Stock to
be issued in exchange for one share of Hitachi Capital Common Stockshown below.
Historical Exchange Ratio Analysis: 3.30 - 5.68
Historical Date or Period
September 23, 2020
52-Week High
52-Week Low
1-Month Average
3-Month Average
6-Month Average

Exchange Ratio
4.94
5.68
3.30
5.06
5.07
4.59

(b) Illustrative DDM-Based Contribution Analysis
Illustrative DDM Analysis for Hitachi Capital on a Standalone Basis:
Goldman Sachs performed an illustrative DDM Analysis for Hitachi Capitalon a standalone basis using publicly available information and certain
internal financial analyses and forecasts for Hitachi Capital prepared by the
management of Hitachi Capital, as approved for Goldman Sachs’ use by
Hitachi Capital (the “Hitachi Capital Forecasts”). Using a range of discountrates of 7.50% to 8.50%, reflecting estimates of Hitachi Capital’s cost ofequity, Goldman Sachs calculated indications of the illustrative net present
value of estimated dividend streams for the period beginning with the fiscal
year ending March 31, 2021 through the fiscal year ending March 31, 2026
and a range of terminal values, which were calculated by applying
perpetuity growth rates ranging from 2.50% to 3.50% to the terminal year
estimated dividend. For the fiscal years included in the Hitachi Capital
Forecasts, no substantial earnings increases or decreases are projected.
Illustrative DDM Analysis of Mitsubishi UFJ Lease on a Standalone
Basis: Goldman Sachs performed an illustrative DDM Analysis for
Mitsubishi UFJ Lease on a standalone basis using publicly available
information and certain internal financial analyses and forecasts for
Mitsubishi UFJ Lease prepared by the management of Mitsubishi UFJ
Lease, as adjusted by the management of Hitachi Capital, as approved forGoldman Sachs’ use by Hitachi Capital (the “Mitsubishi UFJ Lease
Forecasts”). Using a range of discount rates of 7.50% to 8.50%, reflecting
estimates of Mitsubishi UFJ Lease’s cost of equity, Goldman Sachs
calculated indications of the illustrative net present value of estimateddividend streams for the period beginning with the fiscal year ending March
31, 2021 through the fiscal year ending March 31, 2026 and a range ofterminal values, which were calculated by applying perpetuity growth rates
ranging from 2.50% to 3.50% to the terminal year estimated dividend. For
the fiscal years included in the Mitsubishi UFJ Lease Forecasts, substantial
earnings increases or decreases are projected. Mitsubishi UFJ Lease
earnings for the fiscal year ending March 31, 2021 are projected in the
Mitsubishi UFJ Lease Forecasts to decrease substantially on a year-on-yearbasis, due to decrease in earnings of the aviation business which reflected
the impact of the COVID-19 crisis, and Mitsubishi UFJ Lease earnings forthe fiscal year ending March 31, 2024 are projected in the Mitsubishi UFJ
20

Lease Forecasts to increase substantially on a year-on-year basis, due to arecovery in the aviation business.
Using the Hitachi Capital Forecasts, the Mitsubishi UFJ Lease
Forecasts and the above-referenced illustrative DDM Analyses of Hitachi
Capital and Mitsubishi UFJ Lease on a standalone basis, Goldman Sachs
used an assumed perpetuity growth rate of 3.00% and discount rates ranging
from 7.50% to 8.50% for both Hitachi Capital and Mitsubishi UFJ Lease ona standalone basis to derive the range of implied merger ratios of shares ofMitsubishi UFJ Lease Common Stock to be issued in exchange for one
share of Hitachi Capital Common Stock shown below.
Illustrative DDM-Based Contribution Analysis: 4.59 - 6.91(ii) Illustrative “Has” / “Gets” Analysis
Goldman Sachs performed an illustrative “has” / “gets” analysis using
the Hitachi Capital Forecasts, Mitsubishi UFJ Lease Forecasts and certain
internal financial analyses and forecasts for dividends of Mitsubishi UFJ
Lease pro forma for the transaction (the “Transaction”) contemplated by theAgreement (as defined in the Note below), prepared by the management of
Hitachi Capital, as approved for Goldman Sachs’ use by Hitachi Capital (the“Pro Forma Forecasts” and, together with the Hitachi Capital Forecasts andthe Mitsubishi UFJ Lease Forecasts, the “Forecasts”), including certain
operating synergies projected by the management of Hitachi Capital toresult from the Transaction, as approved for Goldman Sachs’ use by Hitachi
Capital (the “Synergies”).
Illustrative DDM Analysis Per Share of Hitachi Capital on a Standalone
Basis: Goldman Sachs calculated an implied equity value per share of
Hitachi Capital Common Stock derived from the above-referenced
illustrative DDM Analysis for Hitachi Capital on a standalone basis. This
analysis indicated the range of implied equity values per share of Hitachi
Capital Common Stock shown below.
Illustrative DDM Analysis Per Share of Hitachi Capital on a Standalone
Basis: JPY2,501 - JPY3,640
Illustrative DDM Analysis of Pro Forma Equity Value Per Share of
Hitachi Capital: Goldman Sachs performed an illustrative DDM Analysis of
pro forma equity value to be attributed to Hitachi Capital shareholders using
publicly available information and the Forecasts, including the Synergies.
Using a range of discount rates of 7.50% to 8.50%, reflecting estimates ofHitachi Capital’s cost of equity, Goldman Sachs calculated indications of
the illustrative net present value of estimated dividend streams to be
attributed to Hitachi Capital shareholders from Hitachi Capital on astandalone basis for the period beginning with the fiscal year ending March
31, 2021 through the fiscal year ending March 31, 2026 and a range ofterminal values, which were calculated by applying perpetuity growth rates
ranging from 2.50% to 3.50% to the terminal year estimated dividend, toderive a range of implied equity values per share of Hitachi Capital
Common Stock. Using a range of discount rates of 7.50% to 8.50%,
21

reflecting estimates of Mitsubishi UFJ Lease’s cost of equity, Goldman
Sachs then calculated indications of the illustrative net present value of
estimated dividend streams to be attributed to Hitachi Capital shareholders
from Mitsubishi UFJ Lease on a standalone basis for the period beginningwith the fiscal year ending March 31, 2022 through the fiscal year ending
March 31, 2026 and a range of terminal values, which were calculated byapplying perpetuity growth rates ranging from 2.50% to 3.50% to theterminal year estimated dividend, to derive a range of implied equity values
per share of Hitachi Capital Common Stock. Using a range of discount ratesof 7.50% to 8.50%, reflecting estimates of the pro forma combined
company’s cost of equity, Goldman Sachs then calculated indications of theillustrative net present value of Synergies to be attributed to Hitachi Capitalshareholders for the period beginning with the fiscal year ending March 31,
2022 through the fiscal year ending March 31, 2026 and a range of terminal
values, which were calculated by applying perpetuity growth rates ranging
from 2.50% to 3.50% to the terminal year estimated dividend, to derive a
range of implied equity values per share of Hitachi Capital Common Stock.
The implied equity value of the pro forma combined company per share of
Hitachi Capital Common Stock was calculated by summing up each of thepresent value of estimated dividend streams from Hitachi Capital on astandalone basis, the present value of estimated dividend streams from
Mitsubishi UFJ Lease on a standalone basis and the present value of
Synergies, in each case, as attributed to Hitachi Capital shareholders. This
analysis indicated the range of pro forma equity values per share of Hitachi
Capital Common Stock shown below.
Illustrative DDM Analysis of Pro Forma Equity Value Per Share of Hitachi
Capital: JPY2,731 - JPY3,991(Supplementary Note)
Goldman Sachs provided its advisory services and the Goldman Sachs
Report for the information and assistance of the board of directors ofHitachi Capital in connection with its consideration of the Transaction. The
Goldman Sachs Report does not constitute a recommendation as to how any
holder of Hitachi Capital Common Stock should vote with respect to such
Transaction or any other matter. Goldman Sachs did not recommend any
specific merger ratio to Hitachi Capital or its board of directors, or that any
specific merger ratio constituted the only appropriate merger ratio.
The Goldman Sachs Report is necessarily based on economic, monetary,
market and other conditions as in effect on, and the information madeavailable to Goldman Sachs as of September 23, 2020, and Goldman Sachs
assumes no responsibility for updating, revising or reaffirming the Goldman
Sachs Report based on circumstances, developments or events occurring
after the date thereof. No such updating, revising or reaffirming has been
conducted and therefore the Goldman Sachs Report should be evaluated in
the context only of the circumstances and market conditions existing as of
September 23, 2020. Goldman Sachs assumed with Hitachi Capital’s
consent that the Forecasts, including the Synergies, have been reasonably
prepared on a basis reflecting the best available estimates and judgments ofthe management of Hitachi Capital as of September 24, 2020. Except as22

otherwise noted, the quantitative information used in the Goldman Sachs
Report, to the extent it is based on market data, is based on market data as itexisted on or before September 23, 2020 and is not necessarily indicative of
the market conditions as of September 24, 2020.
(Note)
The following is additional information on the assumptions made, procedures followed,
matters considered and limitations on the work undertaken in connection withpreparing the Goldman Sachs Report, the Goldman Sachs Fairness Opinion (as defined
below) and the financial analyses supporting such Goldman Sachs Fairness Opinion(such financial analyses, together with the Goldman Sachs Fairness Opinion, the“Goldman Sachs Fairness Materials”).
Goldman Sachs is engaged in advisory, underwriting and financing, principal
investing, sales and trading, research, investment management and other financial
and non-financial activities and services for various persons and entities. Goldman
Sachs and its employees, and funds or other entities they manage or in which they
invest or have other economic interests or with which they co-invest, may at any
time purchase, sell, hold or vote long or short positions and investments in securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments of Hitachi Capital, Mitsubishi UFJ Lease and any of their respective
affiliates, including Hitachi and MUFG, significant shareholders of Hitachi Capital,and MC, a significant shareholder of Mitsubishi UFJ Lease, and their respective
affiliates and third parties, or any currency or commodity that may be involved in theTransaction. Goldman Sachs has acted as financial advisor to Hitachi Capital inconnection with, and has participated in certain of the negotiations leading to, theTransaction. Goldman Sachs expects to receive fees for its services in connection
with the Transaction, the principal portion of which is contingent upon
consummation of the Transaction, and Hitachi Capital has agreed to reimburse
certain of Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against
certain liabilities that may arise, out of Goldman Sachs’ engagement. Goldman
Sachs has provided certain financial advisory and/or underwriting services to Hitachi
Capital and/or its affiliates from time to time for which Goldman Sachs’ Investment
Banking Division has received, and may receive, compensation, including having
acted as a dealer in Hitachi Capital’s commercial paper program since November
2010. Goldman Sachs also has provided certain financial advisory and/or
underwriting services to Mitsubishi UFJ Lease and/or its affiliates from time to time
for which Goldman Sachs’ Investment Banking Division has received, and may
receive, compensation, including having acted as joint lead manager and joint
bookrunner with respect to an offering by Mitsubishi UFJ Lease of its 3.406% seniornotes due 2022 and its 3.559% senior notes due 2024 (aggregate principal amount$800,000,000) in February 2019; and as a dealer in Mitsubishi UFJ Lease’s Euro
medium term note programs in July 2019. Goldman Sachs also has provided certain
financial advisory and/or underwriting services to Hitachi and/or its affiliates fromtime to time for which Goldman Sachs’ Investment Banking Division has received,
and may receive, compensation, including having acted as financial advisor to
Hitachi in connection with its acquisition of an additional stake in Ansaldo STS
S.p.A. in January 2019; as financial advisor to Hitachi in connection with the sale ofits diagnostic imaging-related business announced in December 2019; as joint leadmanager with respect to a public offering by Hitachi of its 0.060% senior notes due
2023, 0.160% senior notes due 2027 and 0.290% senior notes due 2030 (aggregate
principal amount ¥200,000,000,000) in March 2020; as financial advisor to Hitachi
Chemical Company Limited, a former subsidiary of Hitachi, in connection with
Hitachi’s sale of Hitachi Chemical Company Limited in April 2020; and as financial
advisor to Hitachi in connection with its acquisition of the power grids business of
ABB Ltd in July 2020. Goldman Sachs also has provided certain financial advisory
and/or underwriting services to MC and/or its affiliates from time to time for which
Goldman Sachs’ Investment Banking Division has received, and may receive,
23

compensation, including having acted as co-manager with respect to an offering by
MC of its 2.50% notes due 2024 (aggregate principal amount $500,000,000) in July
2019; and as a dealer in MC’s and its subsidiary Mitsubishi Corporation Finance
PLC’s Euro medium term note programs in November 2019. Goldman Sachs may
also in the future provide financial advisory and/or underwriting services to Hitachi
Capital, Mitsubishi UFJ Lease, Hitachi, MUFG and MC and their respective
affiliates for which Goldman Sachs’ Investment Banking Division may receive
compensation.
In connection with preparing the Goldman Sachs Fairness Materials and theGoldman Sachs Report, Goldman Sachs has reviewed, among other things, themerger agreement, dated as of September 24, 2020, by and between Mitsubishi UFJ
Lease and Hitachi Capital (the “Agreement”); Annual Securities Reports (Yuka
Shoken Hokoku-sho) of Hitachi Capital and Mitsubishi UFJ Lease for the five fiscal
years ended March 31, 2020; the First Quarter Securities Reports (Dai-ichi Shihanki
Hokoku-sho) of Hitachi Capital and Mitsubishi UFJ Lease for the first quarter ended
June 30, 2020; certain other communications from Hitachi Capital and Mitsubishi
UFJ Lease to their respective stockholders; certain publicly available researchanalyst reports for Hitachi Capital and Mitsubishi UFJ Lease; and the Forecasts,
including the Synergies. Goldman Sachs has also held discussions with members of
the senior management of Hitachi Capital regarding the past and current business
operations, financial condition and future prospects of Hitachi Capital and theirassessment of the strategic rationale for, and the potential benefits of, the Transaction
and with members of the senior managements of Hitachi Capital and Mitsubishi UFJ
Lease regarding the past and current business operations, financial condition andfuture prospects of Mitsubishi UFJ Lease; reviewed the reported price and trading
activity for the shares of Hitachi Capital Common Stock and shares of Mitsubishi
UFJ Lease Common Stock; compared certain financial and stock market informationfor Hitachi Capital and Mitsubishi UFJ Lease with similar information for certain
other companies the securities of which are publicly traded; and performed suchother studies and analyses, and considered such other factors, as Goldman Sachs
deemed appropriate.
For purposes of performing its financial analyses, rendering the Goldman Sachs
Fairness Materials and the Goldman Sachs Report, Goldman Sachs has, with Hitachi
Capital’s consent, relied upon and assumed the accuracy and completeness of all of
the financial, legal, regulatory, tax, accounting and other information provided to,
discussed with or reviewed by, Goldman Sachs, without assuming any responsibility
for independent verification thereof. In that regard, Goldman Sachs has assumed
with Hitachi Capital’s consent that the Forecasts, including the Synergies, have beenreasonably prepared on a basis reflecting the best available estimates and judgmentsof the management of Hitachi Capital as of September 24, 2020. Goldman Sachs has
not made an independent evaluation or appraisal of the assets and liabilities(including any contingent, derivative or other off-balance-sheet assets and liabilities)
of Hitachi Capital or Mitsubishi UFJ Lease or any of their respective subsidiaries
and Goldman Sachs has not been furnished with any such evaluation or appraisal.
Goldman Sachs has assumed that all governmental, regulatory or other consents andapprovals necessary for the consummation of the Transaction will be obtained
without any adverse effect on Hitachi Capital or Mitsubishi UFJ Lease or on the
expected benefits of the Transaction in any way meaningful to Goldman Sachs’
analysis. Goldman Sachs also has assumed that the Transaction will be
consummated on the terms set forth in the Agreement, without the waiver ormodification of any term or condition the effect of which would be in any way
meaningful to Goldman Sachs’ analysis.
Neither the Goldman Sachs Fairness Materials nor the Goldman Sachs Reportaddresses the underlying business decision of Hitachi Capital to engage in theTransaction, or the relative merits of the Transaction as compared to any strategic
24alternatives that may be available to Hitachi Capital; nor does it address any legal,
regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit,
and did not solicit, interest from other parties with respect to an acquisition of, orother business combination with Hitachi Capital. The Goldman Sachs Fairness
Opinion addresses only the fairness from a financial point of view to the holders(other than Mitsubishi UFJ Lease, Hitachi and MUFG and their respective affiliates)of shares of Hitachi Capital Common Stock, as of the date hereof, of the merger ratio
pursuant to the Agreement. Goldman Sachs does not express any view on, and theGoldman Sachs Fairness Materials do not address, any other term or aspect of theAgreement or Transaction or any term or aspect of any other agreement or
instrument contemplated by the Agreement or entered into or amended in connection
with the Transaction, including, the fairness of the Transaction to, or any
consideration received in connection therewith by, the holders of any other class of
securities, creditors, or other constituencies of Hitachi Capital; nor as to the fairnessof the amount or nature of any compensation to be paid or payable to any of theofficers, directors or employees of Hitachi Capital, or class of such persons, inconnection with the Transaction, whether relative to the merger ratio pursuant to theAgreement or otherwise. Goldman Sachs is not expressing any opinion as to theprices at which shares of Mitsubishi UFJ Lease Common Stock or shares of Hitachi
Capital Common Stock will trade at any time, or as to the potential effects ofvolatility in the credit, financial and stock markets on Hitachi Capital or Mitsubishi
UFJ Lease or the Transaction, or as to the impact of the Transaction on the solvency
or viability of Hitachi Capital or Mitsubishi UFJ Lease or the ability of Hitachi
Capital or Mitsubishi UFJ Lease to pay their respective obligations when they comedue.
Goldman Sachs provided the Goldman Sachs Fairness Materials for the information
and assistance of the board of directors of Hitachi Capital in connection with its
consideration of the Transaction. The Goldman Sachs Fairness Materials do notconstitute a recommendation as to how any holder of shares of Hitachi Capital
Common Stock should vote with respect to such Transaction or any other matter.
The Goldman Sachs Fairness Materials are necessarily based on economic, monetary,
market and other conditions as in effect on, and the information made available toGoldman Sachs as of, the date hereof and Goldman Sachs assumes no responsibility
for updating, revising or reaffirming this opinion based on circumstances,developments or events occurring after the date hereof. The Goldman Sachs Fairness
Opinion has been approved by a fairness committee of Goldman Sachs. The
Goldman Sachs Fairness Materials and the Goldman Sachs Report are notnecessarily susceptible to partial analysis or summary description. Selecting portionsof the Goldman Sachs Fairness Materials, the Goldman Sachs Report or thesummary set forth above, without considering the analyses as a whole, could create
an incomplete view of the processes underlying the Goldman Sachs Fairness
Materials and the Goldman Sachs Report. Goldman Sachs did not attribute any
particular weight to any factor or any analysis it performed.

c. Measures to ensure fairness and to avoid the conflict of interest
Although a particular conflict of interest does not exist between the twocompanies, as Mitsubishi UFJ Financial Group is a large shareholder ofboth of the two companies, holding 22.85% of the voting rights of
Mitsubishi UFJ Lease, by itself or through its subsidiaries, and 23.01% of
the voting rights of Hitachi Capital, respectively, as of March 31, 2020, its
interest regarding the Business Integration may differ with that of othershareholders of the two companies. Also, considering that the Business
Integration may have an impact on the group operational policy of Hitachi,
which holds 33.40% of the voting rights of Hitachi Capital as of March 31,
2020, Hitachi’s interest regarding the Business Integration may not25correspond exactly to those of other shareholders of Hitachi Capital. Under
these circumstances, the following measures have been implemented inorder to take extra precautions to ensure fairness of the Business Integration:- Obtaining a financial analysis report (santeisho) and Fairness Opinion fromthe financial advisor
Mitsubishi UFJ Lease obtained the financial analysis report (santeisho)on the Merger Ratio from Mitsubishi UFJ Morgan Stanley Securities, thefinancial advisor retained by Mitsubishi UFJ Lease, independent from thetwo companies. In addition, Mitsubishi UFJ Lease received the Fairness
Opinion in writing to the effect that the Merger Ratio was reasonable to theshareholders of Mitsubishi UFJ Lease’s common stock (excluding Hitachi
Capital) from a financial perspective as of September 24, 2020 based on andsubject to the factors and assumptions set forth in the Fairness Opinion andother certain premises. For more details, please refer to b. “Mattersconcerning the calculation” above.
Meanwhile, Hitachi Capital obtained the financial analysis report(santeisho) of the Merger Ratio from Goldman Sachs Japan, the financial
advisor retained by Hitachi Capital, independent from the two companies. In
addition, Hitachi Capital received a fairness opinion in writing from
Goldman Sachs Japan (the “Goldman Sachs Fairness Opinion”), to theeffect that, as of September 24, 2020 and based upon and subject to thefactors and assumptions set forth in such opinion, the Merger Ratio pursuant
to the Merger Agreement was fair from a financial perspective to theholders (other than Mitsubishi UFJ Lease, Hitachi and Mitsubishi UFJ
Financial Group and their respective affiliates) of the outstanding shares ofcommon stock of Hitachi Capital. For more details, please refer to b.
“Matters concerning the calculation” above.
- Advice from external law firms
Mitsubishi UFJ Lease appointed Nishimura & Asahi as its legal advisor
for the Business Integration and has received advice from the firm fromlegal perspectives on procedures for the Business Integration and methods
and processes of its decision-making etc.
Hitachi Capital appointed Mori Hamada & Matsumoto as its legal
advisor for the Business Integration and has received advice from the firmfrom legal perspectives on procedures for the Business Integration andmethods and processes of its decision-making etc.
- Establishing an independent committee and obtaining a response by Hitachi
CapitalHitachi Capital, for the purpose of taking extra precautions to ensure
fairness of the Business Integration, established an independent committee
consisted of four independent outside directors of Hitachi Capital: Mr.
Koichiro Hiraiwa, the representative director of Dream Estate Tokyo Inc.,
Mr. Wataru Sueyoshi, the partner attorney-at-law from Sueyoshi & Sato, Mr.
Takashi Nakamura, the former director, chairman of Nichirei Biosciences
Inc., and Ms. Yuri Sasaki, the dean, professor of Faculty of Economics,
Meiji Gakuin University, by a resolution passed at the board of directors
meeting held on February 28, 2020. Hitachi Capital has referred the26following matters to the independent committee: to evaluate, decide, andmake responses to its board of directors about (i) the appropriateness of theBusiness Integration from the perspective of whether or not the Business
Integration increases corporate value of Hitachi Capital, and (ii) the
reasonableness of the transaction terms and the fairness of the proceduresfor the Business Integration from perspectives of benefiting generalshareholders of Hitachi Capital. In addition, the board of directors of Hitachi
Capital passed resolutions that it should respect the content of the
independent committee’s response to the fullest extent when making adecision on the Business Integration and that it would grant the independent
committee authority to appoint or nominate its own advisors (such as legal
advisors and consultants) as necessary, for evaluations on the mattersreferred to the independent committee (and any cost regarding such advisors
should be incurred by Hitachi Capital). The independent committee has,based on the authority granted, appointed Mr. Takashi Goto, theattorney-at-law from Shiomizaka as its own legal advisor and Mr. Shinsuke
Hasegawa, the certified public accountant and tax accountant who is therepresentative of Hasegawa CPA Office as its own financial advisor.
The independent committee held 24 meetings from February 28, 2020
to September 24, 2020 and received necessary information from employees
and officers of Hitachi Capital, and the advisors to Hitachi Capital and theadvisors to the independent committee, to carefully evaluate the mattersreferred to the independent committee.
Specifically, the independent committee asked questions to Hitachi
Capital about matters including managerial challenges surrounding Hitachi
Capital, the background leading to the Business Integration and potential
synergy effects by the Business Integration and received answers from
Hitachi Capital. Also, the independent committee requested officers ofHitachi Capital, including President and Chief Executive Officer, Mr. Seiji
Kawabe, Executive Vice President and Executive Officer, Mr. Seiichiro
Kishino and Vice President and Executive Officer, Mr. Masashi Takeda, toattend the meetings of the independent committee several times andreceived explanations directly and held Q&A sessions on the Hitachi
Capital management’s opinions on the Business Integration, results of thedue diligence conducted regarding Mitsubishi UFJ Lease & Finance, andprogress of considerations and discussions on the Business Integration.
Besides, the independent committee received an explanation from the
Hitachi Capital management on the matters including the contents ofbusiness plans of Hitachi Capital and Mitsubishi UFJ Lease & Finance, oneof the underlying factors for determining the Merger Ratio, and scrutinized
the financial analyses conducted by Goldman Sachs Japan, the financial
advisor to Hitachi Capital, for use by the board of directors of Hitachi
Capital as the basis of their consideration, based on Mr. Hasegawa’s advice
from a financial perspective. Furthermore, the independent committee
received reports on the progress of negotiations about the Merger Ratio
from the Hitachi Capital management in a timely fashion, and discussed thereasonableness of the Merger Ratio based on advice from Mr. Hasegawa
and legal advice from Mr. Goto and other matters.
The independent committee additionally discussed measures taken forthe purpose of ensuring fairness of the procedures for the Business
27

Integration, based on legal advice from Mr. Goto.
With the background mentioned above, as a result of careful
discussions and evaluations on the matters referred to the independent
committee by Hitachi Capital, on September 24, 2020, the independent
committee submitted to the board of directors of Hitachi Capital a responseto the effect that the independent committee determined that the Business
Integration increases Hitachi Capital’s corporate value, that the terms of theBusiness Integration are reasonable, and that sufficient considerations havebeen given to the interests of Hitachi Capital’s general shareholders throughfair procedure, by a unanimous resolution.
- Approval from all directors of Hitachi Capital except one who concurrently
serves for Mitsubishi UFJ Financial Group and Hitachi as an officer or
employee
The conclusion of the business integration agreement and the merger
agreement was unanimously approved by all the directors of Hitachi Capital(except Mr. Koichiro Oshima, who concurrently serves as managing
executive officer of Mitsubishi UFJ Financial Group and Mr. MasahikoHasegawa, who concurrently serves as vice president and executive officer
of Hitachi), at the board of directors meeting of Hitachi Capital.
Mr. Oshima, the director of Hitachi Capital who concurrently serves as
an officer / an employee of Mitsubishi UFJ Financial Group, the large
shareholder of both of the two companies, did not participate in thediscussion and resolution concerning the Business Integration at the boardof directors meeting of Hitachi Capital for the purpose of taking all
possible means to ensure fairness of the Business Integration, considering,
among other things, that Mitsubishi UFJ Financial Group’s interests in theBusiness Integration may differ from those of other shareholders of Hitachi
Capital. In addition, Mr. Hasegawa, the director of Hitachi Capital who
concurrently serves as an officer/ an employee of Hitachi, the large
shareholder of Hitachi Capital, did not participate in the discussion andresolution concerning the Business Integration at the board of directors
meeting of Hitachi Capital for the purpose of taking all possible means toensure fairness of the Business Integration, considering, among other things,
that the interests of Hitachi in the Business Integration may not correspondexactly to those of other shareholders of Hitachi Capital because of thepotential impact of the Business Integration on the group operation policy of
Hitachi.
- Approval from all directors of Mitsubishi UFJ Lease except one who
concurrently serves for Mitsubishi UFJ Financial Group as an officer or
employee and opinion of no objection from all auditors
The conclusion of the business integration agreement and the merger
agreement was unanimously approved by all the directors of Mitsubishi UFJ
Lease (except Mr. Naomi Hayashi, who concurrently serves as managing
corporate executive of Mitsubishi UFJ Financial Group), at the board of
directors meeting of Mitsubishi UFJ Lease, and all the auditors of
Mitsubishi UFJ Lease stated the opinion that they had no objection to theBusiness Integration.
Mr. Hayashi, the director of Mitsubishi UFJ Lease who concurrently
28

serves as an officer / an employee of Mitsubishi UFJ Financial Group, thelarge shareholder of both of the two companies, did not participate in thediscussion and resolution concerning the Business Integration at the boardof directors meeting of Mitsubishi UFJ Lease for the purpose of taking extra
precautions to ensure fairness of the Business Integration, considering,
among other things, that Mitsubishi UFJ Financial Group’s interests in theBusiness Integration may differ from those of other shareholders of
Mitsubishi UFJ Lease.
(2) Matters concerning the appropriateness of the amounts of stated capital andreserves of the surviving company
The amount of stated capital and reserves of the Company will not increase
due to the Merger. This was decided within the extent permitted under laws andregulations, following a comprehensive consideration and review of the financial
condition and capital policy of the Company and other circumstances, and isconsidered reasonable.
2.

Matters concerning the appropriateness of the provisions regarding the matterslisted in Article 749, Paragraph 1, Items 4 and 5 of the Companies Act (Article
191, Item 2 of the Regulation for Enforcement of the Companies Act)Not applicable.

3.

Matters listed as follows with respect to the merged company (Article 191, Item 3of the Regulation for Enforcement of the Companies Act)
(1) The content of the financial statements, etc. in relation to the most recent fiscal
year
The information contained in the financial statements for the most recent
fiscal year of Hitachi Capital is not included in this notice of convocation of the
Meeting, as it is disclosed on the Company’s website (https://www.lf.mufg.jp/),pursuant to laws and regulations, and the provisions of Article 15 of the Articles
of Incorporation of the Company.
(2) The content of events that occurred after the last day of the most recent fiscal year,
which had a material impact on the status of the company property, including thedisposal of important property and the burden of major obligations
Not applicable.

4.

The content of events that occurred after the last day of the most recent fiscal
year of the Company, which had a material impact on the status of the company
property, including the disposal of important property and the burden of major
obligations (Article 191, Item 5 of the Regulation for Enforcement of theCompanies Act)Not applicable.

29

Second Item of Business
1.

Partial Amendments to the Articles of Incorporation

Reasons for the Proposal

The Company shall make the following partial amendments to its Articles of Incorporation, inorder to facilitate the Business Integration through the Merger with Hitachi Capital, and makethe transition to a company with an audit and supervisory committee as of the effective dateof the Merger, as stated in “(Reference) Matters Common to All Items of Business” and thefirst item of business “Approval of the Merger Agreement between the Company and Hitachi
Capital Corporation.”
The aforementioned partial amendments to the Articles of Incorporation shall take effect on
the effective date of the Merger (tentatively, on April 1, 2021), subject to the approval of thefirst item of business as proposed and effectuation of the Merger.
(1) The trade name, the purposes, and the total number of shares authorized to be issued
are changed in connection with the Merger (Articles 1, 2, and 5 of the proposed
amendments);(2) The provisions on the audit and supervisory committee are newly established, and theprovisions on statutory auditors and the board of statutory auditors are deleted(Articles 34 through 39 of the proposed amendments, and Articles 32 through 42 of
the current Articles of Incorporation);(3) The provisions on the number of directors, the method of the election of directors, theterm of office of directors, the method of determining remuneration for directors, andthe term of office of directors who are elected to increase the number of, or as
substitutes for directors who serve as audit and supervisory committee members are
newly established (Article 20, paragraph 2; Article 21, paragraph 1; Article 22; andArticle 31 of the proposed amendments);(4) The provision to the effect that all or some of the decisions on the execution ofmaterial business (excluding matters set forth in each item of Article 399-13,
paragraph 5 of the Companies Act) may be delegated to director(s) by resolution of
the board of directors meeting are newly established (Article 28 of the proposed
amendments);(5) The provision on the exemption of directors’ liability set forth in the Companies Act isnewly established, and the details of the liability limitation agreements are changed(Articles 32 and 33 of the proposed amendments). The consent of each statutory
auditor has been obtained regarding the submission of these changes as a proposal to
the General Meeting of Shareholders;(6) In connection with the foregoing, amendments and deletions of the relevant provisions,changes in the number of Articles, and other necessary changes are made (Articles 4, 8
through 12, 14, 17, 23 through 27, 29, 30, and 40 through 46 of the proposed
amendments); and(7) Article 42 of the current Articles of Incorporation is deleted and, in connection with
the Business Integration through the Merger with Hitachi Capital, supplementaryprovisions are newly established.
2. Details of the Proposed Amendments
The proposed amendments shall be as follows.

30

Current Articles of Incorporation
Chapter 1. General Provisions
Article 1. (Corporate Name)
The name of the Company shall be “Mitsubishi
UFJ Lease Kabushiki Kaisha” which shall be
expressed in English as “Mitsubishi UFJ Lease& Finance Company Limited”.
Article 2. (Purposes)
The purposes of the Company shall be to engage
in the following businesses:(1) The finance and operating lease, rental,
sale and purchase, installment sales, andmaintenance of various types of personal
property, including machines, apparatus,and equipment;[Moved from Article 2, Subparagraph (11) of
the Current Articles of Incorporation](2) Lease, sale, or purchase of intangible
property rights, such as copyrights andindustrial property rights;(3) Financial activities such as the loaning ofmoney, the guaranteeing of debts, and thesale and purchase of all types of bond;(4) Financial instruments business;(5) Holding, managing, purchasing, andselling of securities;(6) Business relating to the sale of life
insurance policies;(7) Provision of agency services for casualty
insurance;(8) Information
processing
business,
information
distribution
business,
telecommunication business, advertisingbusiness, and publishing business;(9) Acting as a contractor to perform design,
construction, installation, repair, and(Amendments are underlined.)
Proposed Amendments
Chapter 1. General Provisions
Article 1. (Corporate Name)
The name of the Company shall be “Mitsubishi
HC Capital Kabushiki Kaisha” which shall be
expressed in English as “Mitsubishi HC CapitalInc.”.
Article 2. (Purposes)
The purposes of the Company shall be to engage
in the following businesses:(1) The finance and operating lease, rental, saleand purchase, installment sales, sale byintermediation of credit purchases andother means and intermediation thereof,
and maintenance of various types of
personal property, including machines,
apparatus, and equipment;(2) Lease, rental, sale, purchase, installment
sales, sale by intermediation of credit
purchases
and
other
means
and
intermediation thereof, and development,
maintenance and business relating to theoperation of real estate;(3) Acquisition, planning, development, lease,sale, or purchase of intangible property
rights, such as copyrights and industrial
property rights;(4) Financial activities such as the loaning ofmoney, the guaranteeing of debts, and thesale and purchase of all types of bond;(5) Financial instruments business andfinancial instruments brokerage business;(6) Holding, managing, purchasing, and sellingof securities;(7) Business relating to the sale of life
insurance policies;(8) Non-life insurance business listed below;(i)Non-life insurance business(ii)
Provision of agency services forcasualty insurance(iii)
Other businesses that may be
conducted by non-life insurancecompanies
pursuant
totheInsurance Business Act and otherlaws(9) Information processing service business,
information
distribution
business,
telecommunication business, advertisingbusiness, and publishing business;(10) Acting as a contractor to perform design,
construction,
installation,
repair,31

Current Articles of Incorporation
demolition services in connection withany type of construction work;

Proposed Amendments
supervision, development, and demolition
services in connection with any type of
construction work;(10) Provision of payment collection services (11) Provision of collection and payment
and corporate accounting services;
services and corporate accounting services;(11) Sale, purchase, exchange, development, [Moved to Article 2, Subparagraph (2) oflease, and maintenance of real estate, and the Proposed Amendments]
business relating to the operation ofvarious facilities;(12) Electricity generation business, business (12) Electricity generation business, business
relating to the provision and sale ofrelating to the provision and sale of energy,
energy, gas, and other forms of energygas, and other forms of energy and naturaland natural resources, and provision of
resources, and provision of goods andgoods and services in the environmental
services in the environmental and energy
and energy field;
field;(13) Provision of medical and healthcare (13) Provision of medical and healthcare
services and nursing care services;
services and nursing care services;[Newly Established](14) Credit card business[Newly Established](15) Credit research business[Newly Established](16) Issue, sale and management of prepaid
certificates[Newly Established](17) Trust business and trust agreement agency
business[Newly Established](18) Warehousing business[Newly Established](19) Worker dispatching business[Newly Established](20) Secondhand articles dealing[Newly Established](21) Real estate transaction business[Newly Established](22) Bank agency business[Newly Established](23) Entrustment of personnel affairs, salary,
and welfare, etc.
[Newly Established](24) Business related to agriculture, forestry andfisheries, etc.
(14) All brokering, agency, inspection, and (25) All brokering, agency, inspection, andconsulting services incidental and relating
consulting services incidental and relating
to the foregoing matters; andto the foregoing matters; and(15) All operations incidental and relating to (26) All operations incidental and relating to thethe foregoing matters.
foregoing matters.
Article 3. (Location of Head Office)
Article 3. (No change)
The Company shall have its head office in
Chiyoda-ku, Tokyo.
Article 4. (Method of Public Notices)
Article 4. (Method of Public Notices)
Any public notice of the Company shall be Any public notice of the Company shall be given
given in the electronic notices; however, in the in the electronic notices; however, in the event
event that such electronic notice is not available that such public notice in the electronic notice isdue to an accident or other unavoidable reason, not available due to an accident or otherthe public notice shall be given by publication in unavoidable reason, the public notice shall begiven by publication in the Nihon Keizai
the Nihon Keizai Shimbun.
Shimbun.
Chapter 2. Shares
Chapter 2. Shares
Article 5. (Total Number of Shares Authorized Article 5. (Total Number of Shares Authorized toto be Issued)
be Issued)
32

Current Articles of Incorporation
The total number of shares authorized to beissued by the Company shall be three billion two
hundred million (3,200,000,000) shares.
Article 6. (Acquisition of Treasury Shares)
The Company may purchase treasury sharesprescribed by a resolution of the Board of
Directors by way of market transaction orotherwise.
Article 7. (Number of Shares of One Voting
Unit)
The number of shares constituting one voting
unit of shares of the Company shall be one
hundred (100).
Article 8. (Request for Sale by Shareholder
Holding Shares Constituting Less Than One
Voting Unit)
A shareholder holding shares constituting lessthan one voting unit may request the Company
to sell the relevant number of shares which shallconstitute one voting unit of shares if combinedwith the shares constituting less than one voting
unit already held by such shareholder (“Request
for Sale”).
Article 9. (Restrictions on Rights of Shareholder
Holding Shares Constituting Less Than One
Voting Unit)
Shareholders holding shares constituting lessthan one voting unit of the Company shall not beallowed to exercise any rights except for thefollowing rights:(1) The rights provided for in each item of
Paragraph 2 of Article 189 of the
Corporation Law;
(2) The rights to make a request for
acquisition of shares with put option;(3) The rights to receive the allotment ofshares for subscription and stockacquisition rights for subscription; and(4) The rights to make a Request for Sales forshares constituting less than one voting
unit as provided for in the precedingarticle.
Article 10. (Administrator of Shareholders’Registry)
1. The Company shall have an administrator ofshareholders’ registry.
2. The administrator of shareholders’ registry
and its handling office of business shall be
designated by resolution of the Board of
Directors and the Company shall make apublic notice concerning such matters.

Proposed Amendments
The total number of shares authorized to beissued by the Company shall be four billion eight
hundred million (4,800,000,000) shares.
Article 6. (Acquisition of Treasury Shares)
The Company may purchase treasury sharesprescribed by resolution of the Board of Directors
by way of market transaction or otherwise.
Article 7. (No change)

Article 8. (Request for Sale by Shareholder
Holding Shares Constituting Less Than One
Voting Unit)
A shareholder holding shares constituting lessthan one voting unit may request the Company tosell the relevant number of shares which shallconstitute one voting unit of shares if combinedwith the shares constituting less than one voting
unit already held by such shareholder.
Article 9. (Restrictions on Rights of Shareholder
Holding Shares Constituting Less Than One
Voting Unit)
Shareholders holding shares constituting less than
one voting unit of the Company shall not beallowed to exercise any rights except for thefollowing rights:(1) The rights provided for in each item of
Article 189, Paragraph 2 of the Companies
Act;(2) The rights to make a request for acquisitionof shares with put option;(3) The rights to receive the allotment of sharesfor subscription and stock acquisition rights
for subscription; and(4) The rights to make a request for the sale ofshares constituting less than one voting unit
as provided for in the preceding article.
Article 10. (Administrator of Shareholders’Registry)
1. The Company shall have an administrator ofshareholders’ registry.
2. The administrator of shareholders’ registry
and the location for the handling of its
business shall be designated by resolution of
the Board of Directors or by decision of a
Director who has been delegated by resolutionof the Board of Directors, and the Company
shall make a public notice concerning such
33

Current Articles of Incorporation
Article 11. (Share Handling Regulations)
The entries and records on the shareholders’registry and registry of stock acquisition rights,
purchase and Request for Sale of sharesconstituting less than one voting unit, otheradministration and handling charges relating toshares and stock acquisition rights, and aprocedure when shareholders exercise theirrights and so on shall be governed by the Share
Handling Regulations established by the Boardof Directors, as well as laws and regulations or
the Articles of Incorporation.

Proposed Amendments
matters.
Article 11. (Share Handling Regulations)
The entries and records on the shareholders’registry and registry of stock acquisition rights,
purchase and sale of shares constituting less than
one voting unit, other administration and handlingcharges relating to shares and stock acquisitionrights, and a procedure when shareholders
exercise their rights and so on shall be governedby the Share Handling Regulations, as establishedby the Board of Directors or by decision of a
Director who has been delegated by resolution of
the Board of Directors, as well as laws andregulations or the Articles of Incorporation.
Article 12. (Record Date)
1. The Company shall deem the shareholders
holding voting rights whose names have beenentered or recorded in the latest shareholders’registry as of March 31 of each year to be theshareholders who are entitled to exercise theirrights at the ordinary general meeting ofshareholders for the relevant business year.

Article 12. (Record Date)
1. The Company shall deem the shareholders
holding voting rights whose names havebeen entered or recorded in the latest
shareholders’ registry as of March 31 ofeach year to be the shareholders who areentitled to exercise their rights at theordinary general meeting of shareholders forthe relevant business year.
2 Notwithstanding the preceding paragraph, 2. Notwithstanding the preceding paragraph,
whenever necessary, the Company may,whenever necessary, the Company may, upon
upon giving prior public notice, fix a date as
giving prior public notice, fix a date as aa record date and may deem the shareholders
record date and may deem the shareholders oror registered pledgees of shares whose
registered pledgees of shares whose names
names have been entered or recorded in thehave been entered or recorded in the latest
latest shareholders’ registry as of such dateshareholders’ registry as of such date as theas the shareholders or the registeredshareholders or the registered pledgees ofpledgees of shares entitled to exercise theirshares entitled to exercise their rights byrights by resolution of the Board ofresolution of the Board of Directors or bydecision of a Director who has been delegatedDirectors.
by resolution of the Board of Directors.
Chapter 3. General Meeting of Shareholders
Chapter 3. General Meeting of Shareholders
Article 13. (Convocation of General Meeting of Article 13. (No change)
Shareholders)
An ordinary general meeting of shareholders
shall be convened in June of each year.
Extraordinary general meetings of shareholders
shall be convened whenever necessary.
Article 14. (Convener and Chairperson of Article 14. (Convener and Chairperson of General
General Meeting of Shareholders)Meeting of Shareholders)
1. The President and CEO shall convene a 1. The President and CEO shall convene ageneral meeting of shareholders of thegeneral meeting of shareholders of theCompany by resolution of the Board ofCompany by resolution of the Board of
Directors unless otherwise stipulated by
Directors and shall serve as chairpersonlaws or regulations. Should the President
unless otherwise stipulated by laws or
and CEO be unable to so act, one of theregulations.
other Directors shall convene the meeting inaccordance with the order determined by the
Board of Directors in advance.
2. The President and CEO shall serve as 2. Should the President and CEO be unable to so
34

Current Articles of Incorporation
chairperson of the general meetings ofshareholders and, should the President andCEO be unable to so act, one of the other
Directors shall serve as the chairperson inaccordance with the order determined by the
Board of Directors in advance.
Article 15. (Disclosure via Internet and Deemed
Provision of Reference Materials for General
Meeting of Shareholders, Etc.)
In connection with the convocation of a general
meeting of shareholders, the Company can deemthat shareholders have been provided with suchinformation concerning matters to be describedor indicated in the reference materials for thegeneral meeting of shareholders, business
reports, financial statements, and consolidated
financial statements by disclosing suchinformation via the internet in accordance withthe ministerial ordinances of the Ministry ofJustice.
Article 16. (Voting by Proxy for General
Meeting of Shareholders)
1. A shareholder of the Company may exercise
his or her voting rights through one (1)proxy who is also a shareholder of theCompany holding voting rights
2. In the case of the preceding paragraph, theshareholder or the proxy must file with theCompany a document evidencing theauthority of such proxy for each general
meeting of shareholders.
Article 17 (Method of Adopting Resolutions ofGeneral Meeting of Shareholders)
1. Unless otherwise provided by laws or
regulations or the Articles of Incorporation,
resolutions of general meeting ofshareholders of the Company shall be
adopted by a majority of the voting rights ofthe shareholders represented at a particular
meeting who are entitled to exercise voting
rights.
2. Unless otherwise provided by the Articles ofIncorporation, resolutions of general
meeting of shareholders stipulated in Article
309, Paragraph 2 of the Corporation Law
shall be adopted by two-thirds (2/3) or moreof the voting rights of shareholders
represented at a particular meeting, forwhich a quorum shall be the attendance orother representation of one-third (1/3) ormore of the voting rights of shareholders
entitled to exercise voting rights thereat.
Article 18. (Minutes of General Meeting of
Shareholders)

Proposed Amendments
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.
Article 15. (Disclosure via Internet and Deemed
Provision of Reference Materials for General
Meeting of Shareholders, Etc.)
In connection with the convocation of a general
meeting of shareholders, the Company can deemthat shareholders have been provided with suchinformation concerning matters to be described orindicated in the reference materials for the general
meeting of shareholders, business reports,financial statements, and consolidated financial
statements by disclosing such information via theinternet in accordance with the Ordinance of the
Ministry of Justice.
Article 16. (No change)

Article 17. (Method of Adopting Resolutions ofGeneral Meeting of Shareholders)
1. Unless otherwise provided by laws or
regulations or the Articles of Incorporation,
resolutions of general meeting of shareholdersof the Company shall be adopted by amajority of the voting rights of theshareholders represented at a particular
meeting who are entitled to exercise voting
rights.
2. Resolutionsofgeneralmeetingofshareholders stipulated in Article 309,
Paragraph 2 of the Companies Act shall be
adopted by two-thirds (2/3) or more of thevoting rights of shareholders represented at aparticular meeting, for which a quorum shallbe the attendance or other representation of
one-third (1/3) or more of the voting rights ofshareholders entitled to exercise voting rights
thereat.
Article 18 (No change)
35Current Articles of Incorporation
The substance and results of the proceedings ofthe general meeting of shareholders, as well as
any matters provided by laws and regulations,shall be recorded in the minutes of the meeting.
Chapter 4. Directors and Board of Directors
Article 19. (Board of Directors)
The Company shall have a Board of Directors.
Article 20. (Number of Directors)
The Company shall have no more than twenty
two (22) Directors.
[Newly Established]

Proposed Amendments

Chapter 4. Directors and Board of Directors
Article 19 (No change)

Article 20. (Number of Directors)
1. The Company shall have no more than twenty
two (22) Directors.
2. Among the Directors provided for in thepreceding paragraph, the Company shall haveno more than seven (7) Directors who serve as
Audit and Supervisory Committee members.
Article 21. (Election of Directors)
Article 21. (Election of Directors)
1. The Directors shall be elected by a 1. The Directors shall be elected by resolution ofresolution of a general meeting ofa general meeting of shareholders,distinguishing Directors who serve as Audit
shareholders.
and Supervisory Committee members fromother Directors.
2. The resolution to elect Directors shall be 2. The resolution to elect Directors shall be
adopted by an affirmative vote of the
adopted by an affirmative vote of the majority
majority of voting rights of shareholdersof voting rights of shareholders present at thepresent at the general meeting ofgeneral meeting of shareholders, a quorum forshareholders, a quorum for which shall bewhich shall be the presence of shareholders
the presence of shareholders with one-third
with one-third (1/3) or more of the voting(1/3) or more of the voting rights exercisable
rights of shareholders entitled to exercise
for such meeting.
voting rights thereat.
3. The resolution to elect Directors shall not be 3. The resolution to elect Directors shall not bebased on cumulative voting.
based on cumulative voting.
Article 22. (Term of Office of Directors)
Article 22. (Term of Office of Directors)
The term of office of Directors of the Company 1. The term of office of Directors (other thanthose who serve as Audit and Supervisory
shall expire at the conclusion of the ordinary
Committee members) of the Company shallgeneral meeting of shareholders held in respect
expire at the conclusion of the ordinaryof the last business year ending within one (1)general meeting of shareholders held inyear from the date of election.
respect of the last business year ending withinone (1) year from the date of election.
[Newly Established]
2. The term of office of Directors (other thanthose who serve as Audit and Supervisory
Committee members) of the Company who
have been elected to increase the number of
Directors shall expire when the term of officeof other incumbent Directors (other than those
who serve as Audit and Supervisory
Committee members) expires. The term ofoffice of Directors who have been elected as
substitutes for Directors (other than those whoserve as Audit and Supervisory Committee
members) who retired from office before its
expiration shall expire when the term of officeof the retired Directors (other than those whoserve as Audit and Supervisory Committee
members) expires.
36

Current Articles of Incorporation[Newly Established][Newly Established][Newly Established]

Article 23. (Representative Directors andDirectors with Specific Titles)
1. The Company shall, by resolution of theBoard of Directors, appoint Representative
Director(s).

Proposed Amendments
3. The term of office of Directors of theCompany who serve as Audit and Supervisory
Committee members shall expire at theconclusion of the ordinary general meeting ofshareholders held in respect of the lastbusiness year ending within two (2) years
from the date of election.
4. The term of office of Directors who serve as
Audit and Supervisory Committee members
and who have been elected as substitutes for
Directors who served as Audit andSupervisory Committee members and who
retired from office before its expiration shall
expire upon expiration of the term of theretired Directors.
5. The effect of resolution relating to theelection of substitute Directors who serve as
Audit and Supervisory Committee members
pursuant to Article 329, Paragraph 3 of theCompanies Act shall expire at the start of theordinary general meeting of shareholders held
in respect of the last business year ending
within two (2) years from the date ofresolution, unless shortened by such
resolution.
Article 23. (Representative Directors andDirectors 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).
2. The Representative Director(s) of theCompany shall represent the Company andexecute 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 andSupervisory Committee members).

2. The Representative Director(s) of theCompany shall represent the Company andexecute the business of the Company.
3. The Board of Directors of the Company
may, by its resolution, appoint one (1)President and CEO (shacho), and one (1) or
more Managing Director(s) (jomu). It may
also appoint one (1) Chairman of the Boardof Directors (kaicho) and one (1) or more
Deputy Chairmen (fukukaicho), Senior Vice
President(s) (fukushacho) and Senior
Managing Director(s) (senmu) as required.
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 Board 1. If the Company has a Chairman of the Boardof Directors, he or she shall convene meetingsof Directors, he or she shall conveneof the Board of Directors of the Company andmeetings of the Board of Directors of theserve as chairperson; and if the Company
Company and serve as the chairperson; andif the Company does not have a Chairman ofdoes not have a Chairman of the Board of
the Board of Directors, the President andDirectors, the President and CEO shall so act
CEO shall so act unless otherwise stipulated
unless otherwise stipulated by laws orby laws or regulations.
regulations.
37

Current Articles of Incorporation
2. Should the Chairman of the Board of
Directors be unable to so act, the President
and CEO shall act on his or her behalf andshould the President be unable to so act, oneof the other Directors shall convene themeeting and serve as chairperson inaccordance with the order determined by the
Board of Directors in advance.
Article 25. (Convocation Notice of Meetings ofBoard of Directors)
Convocation notice of a meeting of the Board of
Directors shall be given to each Director andeach Statutory Auditor at least three (3) days
prior to the date of such meeting; however, such
period may be shortened in the case of
emergency.
Article 26. (Method of Adopting Resolutions ofBoard of Directors)
A resolution of the Board of Directors shall be
adopted by an affirmative vote of a majority of
the Directors present at the meeting at which amajority of the Directors are present.

Proposed Amendments
2. Should the Chairman of the Board of
Directors be unable to so act, the President
and CEO, 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.
Article 25. (Convocation Notice of Meetings ofBoard of Directors)
Convocation notice of a meeting of the Board of
Directors shall be given to each Director at least
three (3) days prior to the date of such meeting;however, such period may be shortened in thecase of emergency.

Article 26. (Method of Adopting Resolutions ofBoard of Directors)
A resolution of the Board of Directors shall be
adopted by an affirmative vote of a majority of
the Directors who are present at the meeting at
which a majority of the Directors entitled toparticipate in the vote are present.
Article 27. (Omission of Resolution of Board of Article 27. (Omission of Resolution of Board of
Directors)
Directors)
The Company may deem a matter to be resolved Where a Director has made a proposal on a matterby the meeting of the Board of Directors to have that is to be the purpose of resolution by the
been adopted by a resolution of the Board of Board of Directors, the Company may deem that
Directors approving it in the case where all of resolution to adopt that matter has been passed by
the Directors consent in writing or by way of the Board of Directors in the case where all of theelectromagnetic record, unless a Statutory Directors (limited to those who are entitled to
Auditor expresses his or her objection thereto.
participate in the vote on that matter) consent inwriting or by way of electromagnetic record.
[Newly Established]
Article 28. (Delegation of Decisions on the
Execution of Material Business)
The Company may, pursuant to Article 399-13,
Paragraph 6 of the Companies Act, delegate to
Directors the power to make all or part of thedecisions on the execution of material business(excluding matters listed under each item of
Paragraph 5 of the same article), by resolution of
the Board of Directors.
Article 28. (Minutes of Meeting of Board of Article 29. (Minutes of Meeting of Board of
Directors)
Directors)
The substance and results of the proceedings of The substance and results of the proceedings ofthe meeting of the Board of Directors, as well as the meeting of the Board of Directors, as well as
any matters provided by laws and regulations, any matters provided for by laws and regulations,shall be recorded in the minutes of the meeting shall be stated or recorded in the minutes of theand the Directors and Statutory Auditors present meeting, and the Directors present at suchthereat shall affix their names and seals or meeting shall affix their names and seals thereto,electronic signature thereon.
or sign, or take any measures in lieu of theforegoing as provided for in the Ordinance of the
Ministry of Justice.
Article 29. (Regulations of Board of Directors)
Article 30. (Regulations of Board of Directors)
38Current Articles of Incorporation
Matters concerning the Board of Directors shallbe governed by the Regulations of the Board of
Directors established by the Board of Directors,
as well as by laws and regulations or the Articles
of Incorporation.
Article 30. (Remuneration, Etc., for Directors)
The Remuneration, Etc., for Directors shall be
determined by a resolution of a general meetingof shareholders.
[Newly Established]

Article 31. (Liability Limitation Agreementswith Outside Directors)
The Company may enter into agreements with
Outside Directors to limit their liability if therequirements prescribed in laws and regulations
are met for the liability for damages provided forin Article 423, Paragraph 1 of the Corporation
Law; however, the liability for damages undersuch agreements shall be limited to the higher of
either (i) the pre-determined amount not lessthan eight million (8,000,000) yen, or (ii) the
minimum amount prescribed in laws andregulations.
Chapter 5. Statutory Auditors and Board of
Statutory Auditors
Article 32. (Statutory Auditors and Board of
Statutory Auditors)
The Company shall have Statutory Auditors anda Board of Statutory Auditors.
Article 33. (Number of Statutory Auditors)
The Company shall have no less than three (3)Statutory Auditors.
Article 34. (Election of Statutory Auditors)
1. The Statutory Auditors of the Company shallbe elected by a resolution of a general
meeting of shareholders.
2. The resolution to elect Statutory Auditors of
the Company shall be adopted by a majorityof the voting rights of shareholders present
at the general meeting of shareholders, aquorum for which shall be the presence ofshareholders with one-third (1/3) or more of
the voting rights exercisable for suchmeeting.

Proposed Amendments
Matters concerning the Board of Directors shallbe governed by the Regulations of the Board of
Directors, as established by the Board of
Directors, as well as by laws and regulations or
the Articles of Incorporation.
Article 31. (Remuneration, etc., for Directors)
The Remuneration, etc., for Directors shall be
determined by resolution of a general meeting ofshareholders, distinguishing that of Directors who
serve as Audit and Supervisory Committee
members from that of other Directors.
Article 32. (Directors’ Exemption from Liability)
Pursuant to Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolutionof the Board of Directors, exempt Directors(including former Directors) from liability fordamages under Article 423, Paragraph 1 of theCompanies Act, to the extent of the minimum
amount of liability provided for under laws or
regulations.
Article 33. (Agreements Limiting Liability of
Non-Executive Directors, etc.)
Pursuant to Article 427, Paragraph 1 of theCompanies Act, the Company may enter into
agreements with Directors (excluding Executive
Directors, etc.) to limit their liability for damages,
to the extent of the minimum amount of liability
provided for under laws or regulations, if therequirements provided for under laws or
regulations are met with respect to the liability fordamages under Article 423, Paragraph 1 of theCompanies Act.
Chapter 5. Audit and Supervisory Committee
Article 34. (Audit and Supervisory Committee)
The Company shall have an
Supervisory Committee.
[To be deleted][To be deleted]

39

Audit

and

Current Articles of Incorporation
Proposed Amendments
Article 35. (Term of Office of Statutory[To be deleted]
Auditors)
1. The term of office of Statutory Auditors of
the Company shall expire at the conclusionof the ordinary general meeting ofshareholders held in respect of the lastbusiness year ending within four (4) years
from the date of election.
2. The term of office of a Statutory Auditor
who is elected to fill the vacancy of a
Statutory Auditor who resigned shall last
until the expiration of the remaining term of
the Statutory Auditor who resigned.
Article 36. (Standing Statutory Auditors)
Article 35. (Full-time Audit and Supervisory
Committee Members)
The Board of Statutory Auditors shall elect The Audit and Supervisory Committee may electStanding Statutory Auditors from among the full-time Audit and Supervisory Committee
Statutory Auditors.
members by means of resolution.
Article 37. (Convocation Notice of Meetings of Article 36. (Convocation Notice of Meetings ofBoard of Statutory Auditors)
Audit and Supervisory Committee)
Convocation notice of a meeting of the Board of Convocation notice of a meeting of the Audit andStatutory Auditors of the Company shall be Supervisory Committee shall be given to eachgiven to each Statutory Auditor at least three (3) member at least three (3) days prior to the date ofdays prior to the date of such meeting; however, such meeting; however, such period may besuch period may be shortened in the case of shortened in the case of emergency.
emergency.
Article 38. (Method of Adopting Resolutions of Article 37. (Method of Adopting Resolutions ofBoard of Statutory Auditors)
Audit and Supervisory Committee)
Unless otherwise provided by laws or A resolution of the Audit and Supervisory
regulations, resolutions of a meeting of the Committee shall be adopted by an affirmative
Board of Statutory Auditors shall be adopted by vote of a majority of the Audit and Supervisory
an affirmative vote of a majority of the Statutory Committee members who are present at a meeting
Auditors.
at which a majority of the Audit and Supervisory
Committee members entitled to participate in thevote are present.
Article 39. (Minutes of Meeting of Board of Article 38. (Minutes of Meeting of Audit andStatutory Auditors)
Supervisory Committee)
The substance and results of the proceedings of The substance and results of the proceedings ofthe meeting of the Board of Statutory Auditors, the meeting of the Audit and Supervisory
as well as any matters provided by laws and Committee, as well as any matters provided forregulations, shall be recorded in the minutes of by laws and regulations, shall be stated or
the meeting; and the Statutory Auditors present recorded in the minutes of the meeting, and thethereat shall affix their names and seals or Audit and Supervisory Committee members
electronic signature thereon.
present at such meeting shall affix their names
and seals thereto, or sign, or take any measures inlieu of the foregoing as provided for in the
Ordinance of the Ministry of Justice.
Article 40. (Regulations of Board of Statutory Article 39. (Regulations of Audit and Supervisory
Auditors)Committee)
The matters concerning the Board of Statutory Matters concerning the Audit and Supervisory
Auditors of the Company shall be governed by Committee shall be governed by the Regulations
the Regulations of the Board of Statutory of the Audit and Supervisory Committee, as
Auditors established by the Board of Statutory established by the Audit and Supervisory
Auditors, as well as by laws and regulations or Committee, as well as by laws and regulations or40

Current Articles of Incorporation
the Articles of Incorporation.
Article 41. (Remuneration, Etc., for Statutory
Auditors)
The Remuneration, Etc. for Statutory Auditorsof the Company shall be determined by aresolution of a general meeting of shareholders.
Article 42. (Liability Limitation Agreementswith Outside Statutory Auditors)
The Company may enter into agreements with
Outside Statutory Auditors to limit their liability
if the requirements prescribed in laws andregulations are met for the liability for damages
provided for in Article 423, Paragraph 1 of the
Corporation Law; however, the liability fordamages under such agreements shall be limited
to the higher of either (i) the pre-determinedamount not less than eight million (8,000,000)
yen, or (ii) the minimum amount prescribed inlaws and regulations.
Chapter 6. Accounting Auditor
Article 43. (Accounting Auditor)
The Company shall have an Accounting Auditor.
Article 44. (Election of Accounting Auditor)
The Accounting Auditor of the Company shallbe elected by a resolution of a general meetingof shareholders.
Article 45. (Term of Office of Accounting
Auditor)1. The term of office of the Accounting Auditorof the Company shall expire at theconclusion of the ordinary general meetingof shareholders held in respect of the lastbusiness year ending within one (1) year
from the date of election.
2. The Accounting Auditor shall be deemed tohave been re-elected at the ordinary general
meeting of shareholders mentioned in thepreceding paragraph unless otherwise
resolved at such meeting.
Article 46. (Remuneration, Etc., of Accounting
Auditor)
The Remuneration, Etc., for the Accounting
Auditor shall be determined by the
Representative Director with consent of theBoard of Statutory Auditors.
Chapter 7. Accounts
Article 47. (Business Year)The business year of the Company shall be from
April 1 of each year to March 31 of thefollowing year.
Article 48. (Distribution of Surplus, Etc.)
1. The Company shall determine such matterswhich are described in each item in Article
459, Paragraph 1 of the Corporation Law by

Proposed Amendments
the Articles of Incorporation.
[To be deleted][To be deleted]

Chapter 6. Accounting Auditor
Article 40. (No change)
Article 41. (No change)

Article 42. (No change)

Article 43. (Remuneration, etc., of Accounting
Auditor)
The remuneration, etc., of the Accounting Auditor
shall be determined by the Representative
Director with consent of the Audit andSupervisory Committee.
Chapter 7. Accounts
Article 44. (No change)

Article 45. (Distribution of Surplus, Etc.)
1. The Company shall determine such matterswhich are described in each item in Article
459, Paragraph 1 of the Companies Act by41

Current Articles of Incorporationa resolution of the Board of Directors.
2. The Company shall make monetary
distributions of surplus (“Dividends”) to theshareholders or registered pledgees of shares
entered or recorded in the latest
shareholders’ registry as of March 31 or
September 30 of each year.
3. The Company shall not have such matterswhich are described in each item in Article
459, Paragraph 1 of the Corporation Law
determined by a resolution of the general
meeting of shareholders.
Article 49. (Limitation on Dividends)
1. If the Dividends are not received within
three (3) years from the date ofcommencement of payment thereof, theCompany shall be relieved of the obligation
to make such payment.
2. Unpaid Dividends shall bear no interest.
[Newly Established]

Proposed Amendments
resolution of the Board of Directors.
2. The Company shall make monetary
distributions of surplus (“Dividends”) to theshareholders or registered pledgees of shares
entered or recorded in the latest shareholders’registry as of March 31 or September 30 ofeach year.
3 The Company shall not have such matterswhich are described in each item in Article
459, Paragraph 1 of the Companies Act
determined by resolution of the general
meeting of shareholders.
Article 46. (No change)

Supplementary Provisions
Article 1. (Transitional Measures concerning
Exemption from Liability)
1. Pursuant to Article 426, paragraph (1) of theCompanies Act, the Company may exempt
the liability for damages under Article 423,
paragraph (1) of the Companies Act of theexecutive officers of the merged company(including former executive officers) before
effectuation of the absorption-type merger inwhich the Company will be the surviving
company, and Hitachi Capital will be themerged company, to the extent set forth inlaws and regulations, by resolution of theboard of directors meeting.
2. Agreements to limit the liability for damages
under Article 423, paragraph (1) of theCompanies Act of the statutory auditor of theCompany before effectuation of theamendment to the Articles of Incorporation
based on the resolution of the extraordinary
meeting of shareholders to be held on
February 26, 2021, remain the same as set
forth in Article 42 of the Articles ofIncorporation before the amendment byresolution of the extraordinary meeting ofshareholders above.

42

(Reference) List of Candidates for the Third and Fourth Items of Business
The candidates for the third and fourth items of business are as follows.
Third Item of BusinessElection of 10 (Ten) Directors (Excluding Directors who are
Audit and Supervisory Committee Members)

NumberCurrent Position andResponsibility at theCompany

Candidate’s Name1

New appointment

Seiji Kawabe

2

Reappointment

Takahiro Yanai

3

New appointment

Kanji Nishiura

4

Reappointment

Tsuyoshi Nonoguchi

5

New appointment

Kazumi Anei

6

New appointment

Satoshi Inoue

7

New appointment

Haruhiko Sato8

New appointment

Hiroyasu Nakata

Outside Director
Independent Director

Audit & Supervisory
Board Member

9

Reappointment

Mitsumasa Icho

Outside Director

Director

10

New appointment

Yuri Sasaki

Outside Director
Independent Director

Fourth Item of BusinessPresident & CEO(Representative Director)
Senior Managing Director;
In charge of Corporate
CenterElection of 5 (Five) Directors who are Audit and Supervisory
Committee Members

NumberCandidate’s Name1

New appointment

Seiichiro Kishino

2

New appointment

Shuji Miake3

New appointment

Teruyuki Minoura

Outside Director
Independent Director

4

New appointment

Koichiro Hiraiwa

Outside Director
Independent Director

5

New appointment

Hiroko Kaneko

Outside Director
Independent Director

Current Position andResponsibility at theCompany

Audit & Supervisory
Board Member
Director

Audit & Supervisory
Board Member

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

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

The Company will transition into a company with an audit and supervisory committee
following the Merger scheduled on April 1, 2021, subject to the approval of the first item ofbusiness, “Approval of the Merger Agreement between the Company and Hitachi Capital
Corporation,” as well as the second item of business, “Partial Amendments to the Articles ofIncorporation.” As the terms of office of the 9 (nine) incumbent Directors of the Company
will expire as of the timing when the amendments to the Articles of Incorporation take effect,
pursuant to the provisions of Article 332, Paragraph 7, Item 1 of the Companies Act, theshareholders are hereby requested to newly elect 10 (ten) Directors (excluding Directors who
are Audit and Supervisory Committee members), within the number of Directors set forth in
Article 7 of the Merger Agreement, with a view toward the expansion of business after the
Merger.
The appointment of candidates for Directors (excluding Directors who are Audit andSupervisory Committee members) shall take effect on the effective date of the Merger and theamendments to the Articles of Incorporation (tentatively, on April 1, 2021), subject to theresolution for approval of the first and second items of business, as originally proposed, andtheir having taken effect accordingly.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
members) are as follows:44

Number

Candidate’s Name
(Date of Birth)

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

April 2002
April 2003
September 2007
April 2008
April 20091

New appointment
Seiji Kawabe(September 3, 1955)

April 2012

April 2014
April 2015

April 2016
June 2016

Number ofCompany’s
Shares Owned

Joined Hitachi Leasing Corp. (currently
Hitachi Capital Corporation)
General Manager of Sales Dept. II,
Kansai Branch Office of Hitachi Leasing
Corp.
General Manager of Sales Dept. II,
Kansai Corporate Sales Branch I, Kansai
Sales Division of Hitachi Capital
Corporation (Hitachi Capital)
0
Head of Kansai Corporate Sales Branchand General Manager of Sales Dept. II,
Kansai Sales Division of Hitachi Capital
Head of Sales Division I of Hitachi
CapitalCo-head of Corporate Sales & Marketing
Division and Co-head of Tokyo Sales
Division II of Hitachi Capital
Vice President, Executive Officer, andCo-head of the Corporate Sales &Number ofMarketing Division of Hitachi Capital
HitachiVice President, Executive Officer, andCapitalHead of the Corporate Sales &Corporation’sMarketing Division of Hitachi Capitalshares Owned
Senior Vice President and Executive
Officer, in charge of Corporate Business,
Hitachi Group Business and Financial
Services Business of Hitachi Capital
Senior Vice President, Executive Officer,
and Chief Marketing Officer of Hitachi
CapitalSenior Vice President, Executive Officer,
Chief Marketing Officer, Head of the
19,500
Corporate Sales & Marketing Division,and Head of the Service Business
Division of Hitachi Capital
Representative Executive Officer,
President and Chief Executive Officer ofHitachi Capital (incumbent)
Director of Hitachi Capital (incumbent)

Reasons for proposing the new candidate as Director
Mr. Seiji Kawabe has 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 sustainable growth and improvement of corporate value over the
medium to long term as the Chairman of the Board of Directors of the New Integrated Company. We
are therefore appointing him as a new candidate for Director.

45

Number

Candidate’s Name
(Date of Birth)

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

June 2015
May 2016

2

Reappointment
Takahiro Yanai(May 4, 1958)

June 2017

Number ofCompany’s
Shares Owned

Joined The Mitsubishi Bank, Ltd.
Managing Executive Officer of The
Bank of Tokyo-Mitsubishi UFJ Ltd.
9,200
(BTMU)
Managing Officer of Mitsubishi UFJ
Financial Group, Inc. (MUFG)
Number ofManaging Director of BTMU
HitachiManaging Executive Officer of MUFG
CapitalSenior Managing Executive Officer ofCorporation’s
BTMU
shares Owned
President & CEO of Mitsubishi UFJ
Lease & Finance Company Limited (theCompany) (incumbent)
0Concurrently 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 Japanese financial
institutions. He has deep knowledge based on his experience leading the management of the Company
as it expands globally, as well as a wealth of management experience. At the New Integrated Company
as well, we have deemed him to be the best candidate to continue to take command of business as the
President & CEO and to aim for sustainable growth and improvement of corporate value over the
medium to long term. We are therefore reappointing him as a candidate for Director.

46

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position, Responsibility
and Representative Status in Other Companies
April 1980
January 2003
April 2009
April 2010
April 2011
April 2013

April 2015
April 2016
April 20183

New appointment
Kanji Nishiura(February 11, 1958)
June 2018

April 2019

April 2020
June 2020

Joined Mitsubishi Corporation
Seconded to Metal One Corporation
General Manager, Metals Group CEO
Office of Mitsubishi Corporation
Senior Vice President and General
Manager, Metals Group CEO Office of
Mitsubishi Corporation
Senior Vice President and Division
COO, Non-Ferrous Metals Division of
Mitsubishi Corporation
Senior Vice President, Division COO,
Mineral Resources Investment Div., andGeneral Manager, MDP Department of
Mitsubishi Corporation
Executive Vice President and Group
COO, Metals Group of Mitsubishi
Corporation
Executive Vice President and Group
CEO, Metals Group of Mitsubishi
Corporation
Executive Vice President, Corporate
Functional Officer, Global Strategy &Coordination, Global Research,
International Economic Cooperation,
Logistics Management, (Concurrently)
Regional CEO, Asia & Oceania of
Mitsubishi Corporation
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
Member of the Board, Executive Vice
President, Corporate Functional Officer,
Global Strategy of Mitsubishi
Corporation
Member of the Board of Mitsubishi
Corporation
Corporate Advisor of Mitsubishi
Corporation (incumbent)

Number ofCompany’s
Shares Owned

0

Number of
HitachiCapitalCorporation’sshares Owned

0

Reasons for proposing the new 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 improvementof corporate value over the medium to long term as an Executive Director of the New Integrated
Company. We are therefore appointing him as a new candidate for Director.

47

Number

Candidate’s Name
(Date of Birth)

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

June 2012

June 20124

June 2013
Reappointment
Tsuyoshi Nonoguchi(September 26, 1960) June 2016
June 2018

Number ofCompany’s
Shares Owned

Joined The Mitsubishi Bank, Ltd.
Executive Officer and General Manager,
Corporate Banking Business Promotion
16,500
Division of The Bank ofTokyo-Mitsubishi UFJ, Ltd.
Deputy General Manager, Credit
Supervision Department No. 1 of
Number of
Mitsubishi UFJ Lease & Finance
HitachiCompany Limited (the Company)
CapitalManaging Executive Officer of the
Corporation’sCompany
shares Owned
Managing Director of the Company
Concurrently serves as Executive Officerof the Company (incumbent)
Senior Managing Director of theCompany (incumbent)0
Outside Director of Hitachi Capital
Corporation(Current responsibility)
In charge of Corporate Center

Reasons for proposing the candidate as Director
Mr. Tsuyoshi Nonoguchi has a wealth of experience at major Japanese financial institutions, as well as
experience and knowledge in the corporate division with a focus on credit supervision, humanresources, and risk management, which he has cultivated while engaged in business management of theCompany as it expands globally. At the New Integrated Company as well, we expect him tocontinuously contribute to the Company’s sustainable growth and improvement of corporate value overthe medium to long term as an Executive Director. We are therefore reappointing him as a candidate for
Director.

48

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 20165
New appointment
April 2017
Kazumi Anei
(September 18, 1960)
April 2018

April 2019

April 2020

Number ofCompany’s
Shares Owned

Joined Hitachi Leasing Corp. (currently
Hitachi Capital Corporation)
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 of0
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
Number of
Corporate Officer and Head of Corporate
HitachiBusiness Division, Corporate Sales &CapitalMarketing Group of Hitachi Capital
Corporation’s
Executive Officer, Head of Corporateshares Owned
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,and Head of Customer E&E Business
Division of Hitachi Capital
Vice President and Executive Officer,
Co-Head of Corporate Sales &Marketing Group, in charge of Japan,and Head of Environment and Energy
Business, Corporate Business Division,
Customer E&E Business Division of
5,200
Hitachi Capital
Vice President and Executive Officer,
Co-Head of Corporate Sales &Marketing Group, and Chief Executive
for Japan, Corporate Sales & MarketingGroup 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 (incumbent)

49

Reasons for proposing the new candidate as Director
Mr. Kazumi Anei has 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 contribute to theCompany’s sustainable growth and improvement of corporate value over the medium to long term as an
Executive Director of the New Integrated Company. We are therefore appointing him as a new
candidate for Director.

50

Number

Candidate’s Name
(Date of Birth)

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

April 2014
April 2016

April 20176

New appointment
Satoshi Inoue(April 13,1959)

April 2019

April 2020

Joined The Bank of Tokyo, Ltd.
(currently MUFG Bank, Ltd.)
Senior Manager, Research PlanningGroup, Finance Dept., Finance Divisionof Hitachi Capital Corporation (Hitachi
Capital)Corporate Officer and Co-Head ofFinance Group of Hitachi Capital
Corporate Officer, Co-Head of Finance
Division, Management Bases Initiatives
Group and General Manager, FinanceDept. of Hitachi Capital
Executive Officer, Chief Financial
Officer, Head of Finance Division,
Management Bases Initiatives Groupand General Manager, Finance Dept. of
Hitachi Capital
Vice President and Executive Officer,
Chief Financial Officer, and Head ofFinance Division, Management Bases
Initiatives Group of Hitachi Capital
Senior Vice President and Executive
Officer, Chief Financial Officer, andHead of Finance (in charge of Human
Capital Division) of Hitachi Capital(incumbent)

Number ofCompany’s
Shares Owned

0

Number of
HitachiCapitalCorporation’sshares Owned

2,600

Reasons for proposing the new candidate as Director
Mr. Satoshi Inoue has 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 contribute to the Company’s sustainable growth and improvement ofcorporate value over the medium to long term as an Executive Director of the New Integrated
Company. We are therefore appointing him as a new candidate for Director.

51

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 20147

New appointment
Haruhiko Sato
(June 19, 1965)

April 2019

Joined Mitsubishi Corporation
Mitsubishi International GmbH
Moscow Office of Mitsubishi
Corporation
Treasurer Office of Mitsubishi
Corporation
Senior Vice President, Corporate Staff
Section and CFO of Mitsubishi
Corporation (Americas)
General Manager, Power Solution
Administration Department of
Mitsubishi Corporation (incumbent)

Number ofCompany’s
Shares Owned
0
Number of
HitachiCapitalCorporation’sshares Owned
0

Reasons for proposing the new 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 overthe medium to long term as an Executive Director of the New Integrated Company. We are therefore
appointing him as a new candidate for Director.

52

Number

Candidate’s Name
(Date of Birth)

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

Number ofCompany’s
Shares Owned

April 1977

8

Completed the legal apprentice course at
the Legal Training and ResearchInstitute of the Supreme Court of Japan
Admitted to the bar (Daini Tokyo Bar
Association) (until March 1990)
April 1990
Associate Professor at Faculty of Law
0
and Economics, 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,
Number of
Hitotsubashi University
Hitachi
April 2003
Trustee of Hitotsubashi University
CapitalApril 2008
Professor at The University of Tokyo
Corporation’s
Graduate Schools for Law and Politics
New appointment
and The University of Tokyo Faculty of shares Owned
Outside Director
Law
Independent Director April 2015
Emeritus Professor of Hitotsubashi
Hiroyasu Nakata
University(August 29, 1951)
April 2017
Professor at Waseda Law School(incumbent)
June 2017
Emeritus Professor of The University ofTokyo
0June 2018
Audit & Supervisory Board Member of
Mitsubishi UFJ Lease & Finance
Company Limited (incumbent)(Important Status in Other Companies)
Professor at Waseda Law School
Reasons for proposing the new candidate as Director
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 the Company in 2018, he
has contributed to ensuring sound management of the Company by conducting audits from a neutral
and objective perspective. At the New Integrated Company, we expect him to contribute to appropriate
decision making and supervision of overall management by the Board of Directors as an Outside
Director from an objective perspective independent of executive management responsible for executing
business. We are therefore appointing him as a new candidate for Director.
Attendance at Board of Directors meetings (FY2020): 8 out of 8 times (100%)
Attendance at Audit & Supervisory Board meetings (FY2020): 11 out of 11 times (100%)Term of office as an Outside Audit & Supervisory Board Member: 2 years 8 months

53

Number

Candidate’s Name
(Date of Birth)

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

Number ofCompany’s
Shares Owned

April 1982
April 2012

9

Reappointment
Outside Director
Mitsumasa Icho
(January 19, 1960)

Joined Mitsubishi Corporation
General Manager, Machinery Group
Administration Department of
Mitsubishi Corporation
April 2014
Senior Vice President and General0Manager, Risk Management Departmentof Mitsubishi Corporation
April 2017
Senior Vice President and General
Manager, Business Investment
Management Department of Mitsubishi
Corporation
Number ofJanuary 2018
Executive Vice President, Corporate
Hitachi
Functional Officer, Regional Strategy for
CapitalJapan, General Manager of Kansai
Corporation’s
Branch of Mitsubishi Corporation
shares Owned
June 2018
Representative Director, Executive Vice
President of Mitsubishi Corporation
April 2019
Director, Executive Vice President andGroup CEO, Urban Development Groupof Mitsubishi Corporation
June 2019
Executive Vice President and Group
CEO, Urban Development Group of0
Mitsubishi Corporation (incumbent)
Director of Mitsubishi UFJ Lease &Finance Company Limited (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
Mr. Mitsumasa Icho has a wealth of management experience at a major Japanese general trading
company in Japan as well as deep insight in the financial business. Since assuming office as a Directorof the Company in 2019, he has contributed to appropriate decision making and supervision of overallmanagement by the Board of Directors from a practical perspective. At the New Integrated Company aswell, we expect him to continuously contribute to appropriate decision making and supervision of
overall management by the Board of Directors as an Outside Director. We are therefore reappointing
him as a candidate for Director.
Attendance at Board of Directors meetings (FY2020): 8 out of 8 times (100%)Term of office as an Outside Director: 1 year 8 months

54

Number

Candidate’s Name
(Date of Birth)

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

10

Assistant of Hitotsubashi University(Faculty of Commerce andManagement)
April 1998
Assistant Professor of Faculty ofCommerce, Takachiho University ofCommerce (current Takachiho
University)
April 2001
Assistant Professor of Faculty of
Economics, Meiji Gakuin University
April 2006
Visiting Scholar of University ofWashington
April 2007
Professor of Faculty of Economics,
Meiji Gakuin University (incumbent)
June 2014
Director of JBA TIBOR Administration
New appointment(incumbent)
Outside Director
November 2015
Visiting Scholar of University of
Independent Director
Washington
Yuri Sasaki
June 2018
Director of Hitachi Capital Corporation(May 26, 1967)(incumbent)
April 2020
Dean of Faculty of Economics, Meiji
Gakuin University (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

Number ofCompany’s
Shares Owned

0

Number of
HitachiCapitalCorporation’sshares Owned

100

Reasons for proposing the new candidate as Director
Ms. Yuri Sasaki has outstanding knowledge and a wealth of experience as an international financeresearcher, as well as academic knowledge as a university professor. We expect her to reflect her wealthof experience in management supervision gained at Hitachi Capital Corporation in the management of
the New Integrated Company. Furthermore, we expect her to contribute to appropriate decision making
and supervision of overall management by the Board of Directors as an Outside Director from an
objective perspective independent of executive management responsible for executing business. We are
therefore appointing her as a new candidate for Director.

55

(Notes)
1. There are no special interests between each candidate and the Company.
2. If each of andidates Messrs. Hiroyasu Nakata and Mitsumasa Icho and Ms. Yuri Sasaki iselected, the Company intends, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, to enter into an agreement with each candidate to limit his/her liability fordamages, to the extent of the minimum amount of liability provided for under laws andregulations, 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(Liability Limitation Agreement). The agreement with each candidate shall be executed,
subject to the resolution for the approval of the first and second items of business, as
originally proposed, and the Merger and the amendments to the Articles of Incorporation
having taken effect.
3. The Company will register candidates Mr. Hiroyasu Nakata and Ms. Yuri Sasaki with theTokyo Stock Exchange and the Nagoya Stock Exchange as independent officers.
4. Candidates 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 theirduties as Outside Directors for the reasons stated in “Reasons for proposing the new
candidate as Director.”

56

Fourth Item of BusinessElection of 5 (Five) Directors who are Audit and Supervisory
Committee Members

The shareholders are hereby requested to newly elect 5 (five) Directors who are Audit andSupervisory Committee members in connection with the Merger and the Company’stransition into a company with an audit and supervisory committee, as scheduled on April 1,
2021, subject to the approval of the first item of business, “Approval of the Merger
Agreement between the Company and Hitachi Capital Corporation,” as well as the second
item of business, “Partial Amendments to the Articles of Incorporation.”
The Company has already obtained approval from the Board of Statutory Auditors withrespect to the proposal of this item of business.
The appointment of candidates for Directors who are Audit and Supervisory Committee
members shall take effect on the effective date of the Merger and the amendments to the
Articles of Incorporation (tentatively, on April 1, 2021), subject to the resolution for approvalof the first and second items of business, as originally proposed, and their having taken effectaccordingly.
The candidates for Directors who are Audit and Supervisory Committee members are as
follows:

57

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position and
Representative Status in Other Companies
April 1978
June 2000
June 2004

April 2007
April 2010
April 2013

April 20141

New appointment
Seiichiro Kishino(March 1, 1956)

April 2015

April 2016

April 2020

Number ofCompany’s
Shares Owned

Joined Hitachi, Ltd.
Co-Director of Finance Dept., Power &Industrial Systems Group of Hitachi,
Ltd.
Director of Finance & Accounting
Controls Dept., Information &Telecommunication Systems Company,
Financial Information System Division
0of Hitachi, Ltd.
General Manager of Financial Planning& Treasury Dep., Finance Group of
Hitachi, Ltd.
Corporate Officer and General Manager
of Financial Planning & Treasury Dep.,
Finance Group of Hitachi, Ltd.
Senior Vice President and Executive
Officer, Head of Financial Solution
Number ofBusiness Division, and Head of
HitachiCorporate Strategy Division of Hitachi
CapitalCapital Corporation (Hitachi Capital)
Corporation’s
Senior Vice President and Executive
shares Owned
Officer, Chief Service Officer, CSR
Officer, and Head of Strategic
Management Division of Hitachi Capital
Senior Vice President and Executive
Officer, Chief Service Officer, Chief
Information Officer, CSR Officer, Headof Strategic Management Division, andHead of Smart Transformation Divisionof Hitachi Capital
Representative Executive Officer,
13,600Executive Vice President and Executive
Officer, and Head of Management Bases
Initiatives Group of Hitachi Capital
Representative Executive Officer,
Executive Vice President and Executive
Officer, Chief Information Officer, andChief Information Security Officer ofHitachi Capital (incumbent)

Reasons for proposing the new candidate as Director who is an Audit and Supervisory Committee
memberMr. Seiichiro Kishino gained a wealth of experience at a major Japanese manufacturer and has served as
Representative Executive Officer, Executive Vice President and Executive Officer of Hitachi Capital
Corporation since 2016, so he has deep knowledge of management foundations and digitalization and awealth of management experience based on his experience in leading the overall management of thecompany as it expands globally. At the New Integrated Company, we expect him to contribute toensuring 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).

58

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position and
Representative Status in Other Companies
April 1984
March 2006
June 2008
January 2010
May 2012
June 2012

June 20122

New appointment
Shuji Miake(April 27, 1961)

July 2012
June 2014
May 2016
April 2017
June 2019

Number ofCompany’s
Shares Owned

Joined The Tokai Bank, Ltd.
General Manager, Nerima Branch of The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
(BTMU)
Deputy General Manager, Corporate
Banking Business Promotion Division of
3,400
BTMU (Special Appointment)
General Manager, Yaesudori
Commercial Banking Office of BTMU
Superintendent of BTMU
Deputy General Manager, Business
Promotion Department of Mitsubishi
Number of
UFJ Lease & Finance Company Limited
Hitachi(the Company)
CapitalGeneral Manager, Nagoya BusinessCorporation’s
Department No. 1 of the Company
shares Owned
General Manager, Nagoya Business
Department No. 1 of the Company
Executive Officer and General Manager,
Nagoya Business Department No.1 of
the Company
Managing Executive Officer and Headof Central Japan Business Company of0
the Company
Managing Executive Officer and Headof Central Japan Area Company of theCompany
Audit & Supervisory Board Member of
the Company (incumbent)

Reasons for proposing the new candidate as Director who is an Audit and Supervisory Committee
memberMr. Shuji Miake has a wealth of experience at major Japanese financial institutions, and a wealth ofexperience and knowledge about finance and accounting, which he has cultivated while engaged inbusiness management of the Company as it expands globally. Since assuming office as an Audit &Supervisory Board Member of the Company in 2019, he has contributed to ensuring sound managementof the Company. At the New Integrated Company as well, we expect him to continuously contribute toensuring sound management of the Company as a Director who is an Audit and Supervisory Committee
member. We are therefore appointing him as a candidate for Director (Audit and Supervisory
Committee member).

59

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position and
Representative Status in Other Companies
April 1967
June 2003
June 2004

3

June 2005
June 2010
New appointment
Outside Director
June 2012
Independent Director
Teruyuki Minoura
June 2013(October 5, 1943)

Number ofCompany’s
Shares Owned

Joined Toyota Motor Co., Ltd.
Senior Managing Director, Member of0
the Board of Directors of TOYOTA
MOTOR CORPORATION
Number of
Executive Vice President of DAIHATSU
Hitachi
MOTOR CO., LTD. (DAIHATSU)
CapitalPresident of DAIHATSU
Corporation’s
Chairman of Toyota Boshoku
shares Owned
Corporation (Toyota Boshoku)
Senior Advisor to the Board of Toyota
BoshokuDirector of Mitsubishi UFJ Lease &0
Finance Company Limited (incumbent)

Reasons for proposing the new candidate as Director who is an Audit and Supervisory Committee
memberMr. Teruyuki Minoura has a wealth of management experience and deep insights gained at major
Japanese manufacturers. Since assuming office as a Director of the Company in 2013, he has
contributed to appropriate decision making and supervision of overall management by the Board of
Directors as an Outside Director, from an objective perspective independent of executive management
responsible for executing business. At the New Integrated Company, we expect him to contribute toensuring 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 Outside Director (Audit andSupervisory Committee member).
Attendance at Board of Directors meetings (FY2020): 8 out of 8 times (100%)Term of office as an Outside Director: 7 years 8 months

60

Number

Candidate’s Name
(Date of Birth)

Career Summary, Position and
Representative Status in Other Companies
April 1974
May1997

4

Joined Bank of Japan
General Manager of Okayama Branch,
Bank of Japan
January 2002
General Manager of Kyoto Branch,
Bank of Japan
April 2004
Head of Business Planning Department,
Financial Business Division of NTT
DATA Corporation (NTT DATA)
June 2005
Head of Financial Strategy Business
Promoting Office, Financial Business
Division of NTT DATA
July 2008
Head of Financial Business Planning
Office, Financial Business Planning and
Administration Department of NTT
DATA
March 2009
President & Representative Director of
New appointment
the Kyoto Hotel, Ltd.
Outside Director
March 2015
Outside Director of Allied Telesis
Independent Director
Holdings K.K.
Koichiro Hiraiwa
March 2015
Representative Director of Apua
(January 2, 1950)
Consulting Inc.
June 2015
Director of Hitachi Capital Corporation(Hitachi Capital) (incumbent)
December 2017
Representative Director of Dream EstateTokyo Inc. (incumbent)
June 2019
Chairman of the Board of Hitachi
Capital (incumbent)(Important Status in Other Companies)
Representative Director of Dream Estate Tokyo Inc.

Number ofCompany’s
Shares Owned

0

Number of
HitachiCapitalCorporation’sshares Owned

1,400

Reasons for proposing the new candidate as Director who is an Audit and Supervisory Committee
memberMr. Koichiro Hiraiwa has a wealth of knowledge acquired through his experience at the Bank of Japanand major Japanese telecommunications companies, as well as through the management of a major
hotel chain. Since assuming office as a Director of Hitachi Capital Corporation in 2015 (Chairman of
the Board since June 2019), he has contributed to effective operation, appropriate decision making, andsupervision of overall management by the Board of Directors of Hitachi Capital Corporation, from an
objective perspective independent of executive management responsible for executing business. He also
has a wealth of experience and achievements in committee audits as he has served as the Chairman of
the Audit Committee of the company. At the New Integrated Company, we expect him to contribute toensuring 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 Outside Director (Audit andSupervisory Committee member).

61

Number

Candidate’s Name
(Date of Birth)

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

5

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 of ERNST & YOUNG
SHINNIHON (currently ERNST &YOUNG SHINNIHON LLC)
July 2010
Senior Partner of ERNST & YOUNG
SHINNIHON LLC
April 2018
Professor at Waseda Graduate School of
Accountancy (incumbent)
June 2018
Audit & Supervisory Board Member of
New appointment
The Shoko Chukin Bank, Ltd.
Outside Director(incumbent)
Director of Kanagawa Chuo Kotsu Co.,
Independent Director June 2019
Ltd.
(incumbent)
Hiroko Kaneko
June
2020
Audit
& Supervisory Board Member of(March 28, 1958)
Mitsubishi UFJ Lease & Finance
Company Limited (incumbent)(Important Status in Other Companies)
Professor at Waseda Graduate School of Accountancy
Audit & Supervisory Board Member of The Shoko Chukin
Bank, Ltd.
Director of Kanagawa Chuo Kotsu Co., Ltd.

Number ofCompany’s
Shares Owned

0

Number of
HitachiCapitalCorporation’sshares Owned

0

Reasons for proposing the new candidate as Director who is an Audit and Supervisory Committee
memberMs. 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. Since assuming office as an Audit & Supervisory
Board Member of the Company in 2020, she has contributed to ensuring sound management of theCompany by conducting audits from a neutral and objective perspective. At the New Integrated
Company as well, we expect her to continuously contribute to ensuring sound management of theCompany as a Director who is an Audit and Supervisory Committee member. We are therefore
appointing her as a candidate for Outside Director (Audit and Supervisory Committee member).
Attendance at Board of Directors meetings (FY2020): 6 out of 6 times (100%)
Attendance at Audit & Supervisory Board meetings (FY2020): 8 out of 8 times (100%)
The Board of Directors meetings were held 6 (six) times and Audit & Supervisory Board meetings were
held 8 (eight) times after the Annual General Meeting of Shareholders in June 2020 when Ms. Hiroko
Kaneko assumed office as Audit & Supervisory Board Member.
Term of office as an Outside Audit & Supervisory Board Member: 8 months(Notes)1. There are no special interests between each candidate and the Company.
2. If each of the candidates Messrs. Seiichiro Kishino, Shuji Miake, Teruyuki Minoura, andKoichiro Hiraiwa and Ms. Hiroko Kaneko is elected, the Company intends, pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act, to enter into an agreement witheach candidate to limit his/her liability for damages, to the extent of the minimum amount ofliability provided for under laws and regulations, if the requirements provided for under laws
and regulations are met with respect to the liability for damages under Article 423, Paragraph
1 of the Companies Act (Liability Limitation Agreement). The agreement with each62

candidate shall be executed, subject to the resolution for the approval of the first and second
items of business, as originally proposed, and the Merger and the amendments to the Articles
of Incorporation having taken effect.
3. The Company will register candidates Messrs. Teruyuki Minoura and Koichiro Hiraiwa and
Ms. Hiroko Kaneko with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent officers.
4. Candidate Ms. Hiroko Kaneko has 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 she will be able to properly perform her duties as an Outside Director (Audit andSupervisory Committee member) for the reasons stated in “Reasons for proposing the new
candidate as Director who is an Audit and Supervisory Committee member.”63

Fifth Item of Business

Determination of the Amount of Compensation for Directors(Excluding Directors who are Audit and Supervisory
Committee Members)

The Company will transition into a company with an audit and supervisory committee
following the Merger scheduled on April 1, 2021, subject to the approval of the first item ofbusiness, “Approval of the Merger Agreement between the Company and Hitachi Capital
Corporation,” as well as the second item of business, “Partial Amendments to the Articles ofIncorporation.”
The aggregate amount of compensation for Directors of the Company was approved at an
amount not exceeding 480 million yen per year at the 38th Annual General Meeting of
Shareholders held on June 26, 2009, which has remained effective to date. However,following the transition into a company with an audit and supervisory committee, theshareholders are hereby requested to allow the Company to discontinue the aforementioned
arrangement and, pursuant to the provisions of Article 361, Paragraphs 1 and 2 of theCompanies Act, to replace it with a new aggregate amount of compensation for Directors(excluding Directors who are Audit and Supervisory Committee members) at an amount notexceeding 800 million yen per year (annual aggregate amount of compensation for the period
between April 1 of a given year to March 31 of the following year, including 100 million yen
for Outside Directors), in consideration of the duties, responsibilities, and number of the
Directors, as well as the economic environment. The aforementioned aggregate amount ofcompensation for Directors (excluding Directors who are Audit and Supervisory Committee
members) shall not include the employee salary portion payable to Directors who areconcurrently serving as employees.
The number of Directors (excluding Directors who are Audit and Supervisory Committee
members) will be 10 (including three Outside Directors), subject to the resolution for approvalof the third item of business, “Election of 10 (Ten) Directors (Excluding Directors who are
Audit and Supervisory Committee Members),” as originally proposed.
The determination of the aforementioned new aggregate amount of compensation shall takeeffect, subject to the resolution for approval of the first and second items of business, as
originally proposed, and the respective matters thereof having taken effect.

64Sixth Item of Business

Determination of the Amount of Compensation for Directors
who are Audit and Supervisory Committee Members

The Company will transition into a company with an audit and supervisory committee
following the Merger scheduled on April 1, 2021, subject to the approval of the first item ofbusiness, “Approval of the Merger Agreement between the Company and Hitachi Capital
Corporation,” as well as the second item of business, “Partial Amendments to the Articles ofIncorporation.”
Accordingly, the shareholders are hereby requested to allow the Company, pursuant to theprovisions of Article 361, Paragraphs 1 and 2 of the Companies Act, to establish theaggregate amount of compensation for Directors who are Audit and Supervisory Committee
members at an amount not exceeding 200 million yen per year (annual aggregate amount ofcompensation for the period between April 1 of a given year to March 31 of the followingyear), in consideration of the duties, responsibilities, and number of the Directors, as well as
the economic environment.
The number of Directors who are Audit and Supervisory Committee members will be five,subject to the resolution for approval of the fourth item of business, “Election of 5 (Five)
Directors who are Audit and Supervisory Committee Members,” as originally proposed.
The determination of the aforementioned new aggregate amount of compensation shall takeeffect, subject to the resolution for approval of the first and second items of business as
originally proposed, and the respective matters thereof having taken effect.

65

Seventh Item of Business

Determination of the Amount and Other Details of theCompensation for Directors (Excluding Directors who are
Audit and Supervisory Committee Members) in the Form of
Stock Compensation-type Stock Options

The Company will transition into a company with an audit and supervisory committee
following the Merger scheduled on April 1, 2021, subject to the approval of the first item ofbusiness, “Approval of the Merger Agreement between the Company and Hitachi Capital
Corporation,” as well as the second item of business, “Partial Amendments to the Articles ofIncorporation.”
The aggregate amount of compensation for Directors of the Company in the form of stockcompensation-type stock options was approved at an amount not exceeding 150 million yen
per year at the 38th Annual General Meeting of Shareholders held on June 26, 2009, which
has remained effective to date. However, following the transition into a company with anaudit and supervisory committee, the shareholders are hereby requested to allow the Company
to discontinue the aforementioned arrangement and, pursuant to the provisions of Article 361,
Paragraphs 1 and 2 of the Companies Act, to replace it with a new aggregate amount ofcompensation in the form of stock compensation-type stock options for Directors who are not
Audit and Supervisory Committee members (excluding Outside Directors and persons subject
to tax outside Japan) at an amount not exceeding 150 million yen per year (annual aggregate
amount of compensation for the period between April 1 of a given year to March 31 of thefollowing year), in consideration of the duties, responsibilities, and number of the Directors,
as well as the economic environment. The aforementioned aggregate amount of compensation
for Directors (excluding Directors who are Audit and Supervisory Committee members) shallnot include the employee salary portion payable to Directors who are concurrently serving as
employees.
The number of Directors of the Company who are eligible under this System (excluding
Outside Directors and Directors who are Audit and Supervisory Committee members) shall beseven, subject to the resolution for approval of the third item of business, “Election of 10(Ten) Directors (Excluding Directors who are Audit and Supervisory Committee Members),”
as originally proposed.
This System is outside of the framework established by the fifth item of business“Determination of the Amount of Compensation for Directors (Excluding Directors who are
Audit and Supervisory Committee Members).”
The determination of the amount of the aforementioned stock compensation and other details
shall take effect, subject to the resolution for approval of the first and second items ofbusiness as originally proposed, and the respective matters thereof having taken effect.
● Details of the compensation under this System(1) Reason for the proposal of this System
This System is essentially the same as the one that was approved at the 38th Annual
General Meeting of Shareholders held on June 26, 2009, and is intended to further
enhance the incentive and morale to contribute to the improvement and enhancementof business performance and corporate value over the medium to long term by further
strengthening the linkage between the compensation of Directors of the Company(excluding Outside Directors and Directors who are Audit and Supervisory
Committee members) and the Company’s business performance as well as the stock
value with the Directors of the Company (excluding Outside Directors and Directors
who are Audit and Supervisory Committee members) sharing with the shareholders
the benefits of an increase in the share price as well as the risks of a decline in the66

share price. Accordingly, this System is considered to be appropriate and reasonable.
(2) Technical details of stock acquisition rights as stock options
1) Class and number of shares to be delivered upon the exercise of the stockacquisition rights
The class of shares to be delivered upon the exercise of the stock acquisitionrights shall be shares of common stock of the Company, while the number ofshares to be delivered upon the exercise of each stock acquisition right (the“number of shares delivered”) shall be 100 shares. However, in the event that theCompany conducts, following the date of resolution for this item of business (the“date of resolution”), a share split (including a gratis allotment of shares of its
common stock; hereinafter the same with respect to share split) or shareconsolidation for the shares of its common stock, the number of shares delivered
shall be adjusted using the following formula.
Number of shares delivered after the adjustment =(Number of shares delivered before the adjustment) × (ratio of share split
or share consolidation)
Apart from the above, if the Company finds it necessary to make adjustments tothe number of shares delivered in the event of merger, company split, or shareexchange conducted by the Company, or due to circumstances equivalent thereto,
after the date of resolution, it shall be entitled to make such adjustments as
deemed necessary by its Board of Directors.
1 million shares of common stock of the Company shall be the limit on thenumber of shares to be delivered upon the exercise of share acquisition rights
issued within 12 months from the date of the Annual General Meeting of
Shareholders of the Company for each fiscal year, while such limit shall, in theevent of adjustments to the number of shares delivered, be the number of sharescalculated by multiplying the number of shares delivered after the adjustment by
the total number of share acquisition rights, as described below.
2) Total number of share acquisition rights
10 thousand units of share acquisition rights shall be the limit on the number ofshare acquisition rights to be issued within 12 months from the date of the Annual
General Meeting of Shareholders of the Company for each fiscal year.
3) Amount to be paid in for a share acquisition right (issue price)
The amount to be paid in for one unit of share acquisition right (issue price) shallbe an amount determined by the Board of Directors of the Company, based on thefair value of a share acquisition right, as calculated at the time of the allotment
thereof.
Meanwhile, a recipient of such allotment shall be granted an amount ofcompensation equal to the aforementioned amount to be paid in for his/her shareacquisition right, whereby the recipient shall wholly offset the payment
obligations for the share acquisition rights with the foregoing compensation credit
instead of making any payment in cash.
4) Value of assets to be contributed upon exercise of the share acquisition rights
The value of the assets to be contributed upon exercise of each share acquisitionright shall be an amount calculated by multiplying the number of shares delivered,by the exercise price at 1 yen per share to be delivered upon exercise of each share67

acquisition right.
5) Period of time during which the share acquisition right may be exercised
The share acquisition rights may be exercised during a period set forth by the
Board of Directors of the Company, which is not to exceed 30 years, counting
from the day following the date of allotment of the said share acquisition rights.
6) Restriction on the acquisition of share acquisition rights by transfer
The acquisition of share acquisition rights by transfer shall require approval byresolution at the Board of Directors of the Company.
7) Condition for exercising share acquisition rights
A share acquisition right holder shall become entitled to exercise his/her shareacquisition rights from the first anniversary of the day following the date on
which he/she lost all of his/her executive position(s) as a Director or Executive
Officer, etc. of the Company within the period of time set forth under the above
item 5), or otherwise subject to the decision by a meeting of the Board of
Directors of the Company held specifically for determining matters concerning
the subscription for the share acquisition rights.
8) Outline of the conditions for acquiring share acquisition rights
The Company shall be entitled to acquire the share acquisition rights without
contribution on a date separately decided by the Board of Directors of theCompany, subject to approval by a resolution at the General Meeting of
Shareholders of the Company (or at a meeting of the Board of Directors of theCompany, in cases where a resolution of the General Meeting of Shareholders is
not required) on any of the following items of business, i, ii, iii, iv, or v.
i. Proposal for the approval of a merger agreement in which the Company is tobe the company disappearing in an absorption-type merger
ii. Proposal for the approval of a company split agreement or a plan for acompany split in which the Company is to be the split company
iii. Proposal for the approval of a share exchange agreement or a plan for sharetransfer in which the Company is to become a wholly-owned subsidiaryiv. Proposal for the approval of amendments to the Articles of Incorporation of
the Company for creating a provision whereby the acquisition by transfer of
any and all shares issued by the Company requires the Company’s consent
v. Proposal for the approval of amendments to the Articles of Incorporation of
the Company for creating a provision which sets forth the following
conditions for the class shares to be delivered upon the exercise of shareacquisitions rights: (i) the acquisition by transfer of the class of sharesrequires the Company’s consent, or (ii) the Company may acquire all sharesof such class by a resolution of its General Meeting of Shareholders9) Other details of the share acquisition rights, etc.
Such details shall be determined at a meeting of the Board of Directors of theCompany held specifically for determining matters concerning the subscription
for the share acquisition rights.

68Eighth Item of Business

Determination of the Amount and Other Details of theNon-monetary Compensation (Provision of Company
Housing) for Directors (Excluding Directors who are Audit
and Supervisory Committee Members)

The Company will transition into a company with an audit and supervisory committee
following the Merger scheduled on April 1, 2021, subject to the approval of the first item ofbusiness, “Approval of the Merger Agreement between the Company and Hitachi Capital
Corporation,” as well as the second item of business “Partial Amendments to the Articles ofIncorporation.”
The Company provides adequate residence as company housing to Directors (excluding
Outside Directors) who are required to live in an area away from their home, due to a change
in assignment or transfer necessitating a change of residence (hereinafter, the difference
between the total monthly rent payable by the Company for leasing such housing and the totalmonthly housing fees collected from the Directors shall be defined as “non-monetarycompensation pertaining to the provision of company housing”).
The aggregate amount of non-monetary compensation pertaining to the provision of company
housing was approved at 2 million yen or less per month, at the 36th Annual General Meetingof Shareholders held on June 28, 2007, which has remained effective to date. Following thetransition into a company with an audit and supervisory committee, the shareholders are
hereby requested to allow the Company to discontinue the aforementioned arrangement and,pursuant to the provisions of Article 361, Paragraphs 1 and 2 of the Companies Act, to replace
it with a new aggregate amount of non-monetary compensation pertaining to the provision ofcompany housing for Directors (excluding Outside Directors and Directors who are Audit andSupervisory Committee members), at an amount not exceeding 2 million yen per month. The
aforementioned aggregate amount of compensation for Directors (excluding Directors who
are Audit and Supervisory Committee members) shall not include the employee salary portion
payable to Directors who are concurrently serving as employees.
The number of Directors of the Company who are eligible for this compensation (excluding
Outside Directors and Directors who are Audit and Supervisory Committee members) shall beseven, subject to the resolution for approval of the third item of business, “Election of 10(Ten) Directors (Excluding Directors who are Audit and Supervisory Committee Members),”
as originally proposed.
This arrangement is essentially the same as the existing one, which is intended to facilitate theprompt and smooth execution of business by Directors, while the company housing provided
thereunder is within the range that is generally and socially accepted as standard. Hence, thisarrangement is considered to be appropriate and reasonable.
This arrangement is outside of the framework established by the fifth item of business,“Determination of the Amount of Compensation for Directors (Excluding Directors who are
Audit and Supervisory Committee Members),” and by the seventh item of business,“Determination of the Amount and Other Details of the Compensation for Directors(Excluding Directors who are Audit and Supervisory Committee Members) in the Form of
Stock Compensation-type Stock Options.”
The determination of the amount of the aforementioned compensation and other details shalltake effect, subject to the resolution for approval of the first and second items of business as
originally proposed, and the respective matters thereof having taken effect.

69

<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 andhave 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
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
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 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.

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