Fuyo General Lease : Notice of the 55th Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 8424) (Dispatch Date): May 31, 2024 (Electronic Provision Measures Commencement Date): May 23, 2024

To our shareholders:

Hiroaki Oda,

President and Chief Executive Officer

Fuyo General Lease Co., Ltd.

5-1-1, Kojimachi, Chiyoda-ku, Tokyo

Notice of the 55th Annual General Meeting of Shareholders

We hereby announce that the 55th Annual General Meeting of Shareholders (the "Meeting") of Fuyo General Lease Co., Ltd. (the "Company") will be held as indicated below.

At the time of convening this General Meeting of Shareholders, the information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. will be provided in electronic format (Matters subject to Measures for Providing Information in Electronic Format) and will be posted online on the following Company website.

Company's Website

https://www.fgl.co.jp/ir/stock/meeting.html(in Japanese)

In addition to the aforementioned website, matters subject to measures for providing information in electronic format will be posted on the Tokyo Stock Exchange (TSE) website. Access the following TSE website (TSE Listed Company Search), enter "Fuyo General Lease Co., Ltd." in the "Issue name (company name)" field or the Company's Securities Code "8424" in the "Code" field and click "Search," select "Basic Information," then check the "Public Documents" under the "Public Information/PR Information" tab.

TSE Website (TSE Listed Company Search)

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(in Japanese)

If you will not attend the Meeting in person, you can exercise your voting rights via the Internet, etc. or in writing. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights in accordance with the guidance on pages 3 to 4. In addition, please consider viewing the livestream via the Internet on the day of the General Meeting of Shareholders, as detailed in the guidance on page 5.

1. Date and Time: Friday, June 21, 2024, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue: Bellesalle Hanzomon, 2nd floor, Sumitomo Fudosan Hanzomon Ekimae Building 1-6-4, Kojimachi, Chiyoda-ku, Tokyo

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3. Purpose of the	Matters to be reported 1.	The Business Report and the Consolidated
Meeting		Financial Statements for the 55th fiscal year (from
		April 1, 2023 to March 31, 2024), and the results of
		audits of the Consolidated Financial Statements by
		the Independent Accounting Auditor and the Audit
		& Supervisory Board
	2.	The Non-consolidated Financial Statements for the
		55th fiscal year (from April 1, 2023 to March 31,
		2024)

Matters to be resolved Proposal No. 1: Appropriation of Surplus

	Proposal No. 2: Election of Nine (9) Directors
	Proposal No. 3: Election of One (1) Audit &
	Supervisory Board Member
4. Matters Prescribed	(1) If you diversely exercise your voting rights, you are requested to notify the
for Convocation	Company in writing or by electromagnetic means of your intention to do so
	and state the reason for this no later than three days before the Meeting.

• 1. If you wish your proxy to attend the Meeting, you are requested to appoint another shareholder of the Company who has voting rights as your proxy, and he/she will be required to present documentary proof of his/her authority to exercise your voting rights in addition to the Voting Form sent out with this Notice.
• When attending the Meeting, you are kindly requested to present the Voting Form sent out with this Notice at the reception.
• In the event of revision to matters subject to measures for electronic provision, the matters before and after revision will be posted online to that effect on each of the aforementioned websites.
• Shareholders who request delivery of documents will also be sent a document detailing the matters subject to measures for providing information in electronic format; however, in accordance with laws and regulations and the articles of incorporation, the following matters are posted online on each of the aforementioned websites and will not be included in the documentation. Accordingly, the following documents (i) through (iii), which will be sent to shareholders who have requested delivery of documents, are part of the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit
• • Supervisory Board Members when preparing the audit report, and in addition are part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Independent Accounting Auditor when preparing the accounting audit report.
  • 1. Business Report

Major Business Activities, Major Business Offices, Employee Status, Other Important Matters related to the Current Status of the Corporate Group, Status of Share Acquisition Rights, Status of Independent Accounting Auditor, Systems to Ensure the Appropriateness of Operations and Operational Status of the Systems

(ii) Consolidated Financial Statements

Consolidated Statements of Shareholders' Equity and Notes to the Consolidated Financial Statements

(iii) Non-consolidated Financial Statements

Non-consolidated Statements of Shareholders' Equity and Notes to the Non-consolidated Financial Statements

• Please note that notifications of resolutions of the General Meeting of Shareholders will be posted online on the aforementioned Company's website instead of being sent in writing.

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Exercise of Voting Rights

Exercising voting rights at a general meeting of shareholders is an important right of all shareholders.

Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

You may exercise your voting rights using the following three methods.

	To exercise your voting rights		To exercise your voting rights	To exercise your voting rights
	by attending the Meeting		via the Internet	in writing (by mail)
				Please indicate your approval or
			Please indicate your approval or	disapproval in respect of each
	Please present the Voting Form sent		proposal on the Voting Form sent
		disapproval in respect of each	out with this Notice and send the
	out with this Notice at the reception
		proposal in accordance with the	form back to the Company. If you
	when you attend the Meeting.
		guidance on the next page.	do not indicate your approval or
				disapproval, it will be treated as if
				you have indicated your approval.
	Date and time of the Meeting		Deadline for exercising voting rights	Deadline for exercising voting rights
	Friday, June 21, 2024, 10:00 a.m.		To be exercised no later than Thursday,	To be received no later than Thursday,
	(JST)		June 20, 2024, 5:20 p.m. (JST)	June 20, 2024, 5:20 p.m. (JST)

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Exercise of Voting Rights Via the Internet, etc.

		How to scan QR code		How to enter
		"Smart Exercise"	Exercise of Voting Rights Code and Password
	You can simply login to the Exercise of Voting	Exercise of Voting Rights Website:
	Rights Website without entering your Exercise of
		https://soukai.mizuho-tb.co.jp/
	Voting Rights Code and Password.
1.	Please scan the QR code provided at the	1.	Please access the Exercise of Voting Rights
		bottom right of the Voting Form.		Website.
		* "QR code" is a registered trademark of DENSO
		WAVE INCORPORATED.	2.	Please enter the "Exercise of Voting Rights
2.	Please input approval or disapproval to each
	Code" printed on the Voting Form.
		proposal in accordance with the instructions on
		the screen.	3.	Please enter the "Password" printed on the
		Exercising voting rights by "Smart Exercise" is
				Voting Form.
		available only once.
		If you need to change your votes after exercising your		4.	Please input approval or disapproval to each
		voting rights, please login the Exercise of Voting Rights
				proposal in accordance with the instructions on
		Website for a personal computer by using your
				the screen.
		"Exercise of Voting Rights Code" and "Password"
		provided on the Voting Form and exercise your voting
		rights again.
		* If you rescan the QR code, you can access the
		Exercise of Voting Rights Website for a personal
		computer.
	If you have any inquiries about the operation of a		Internet Help Dial, Stock Transfer Agency
		Department, Mizuho Trust & Banking Co., Ltd.
	personal computer, a smartphone or a cellular phone
		Tel: [phone] (toll free only from Japan)
	regarding the exercise of voting rights via the
	(Business hours: 9:00 a.m. to 9:00 p.m., excluding year-end
	Internet, please contact on the right-hand side:
					and New Year holidays)

Institutional investors may use the ICJ platform to electronically exercise the voting rights.

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Information Concerning Livestreaming of the General Meeting of Shareholders

To enable shareholders to view the General Meeting of Shareholders, it will be livestreamed via the Internet.

1. Date and Time of Stream
   From 10:00 a.m. on Friday, June 21, 2024, until the end of the General Meeting of Shareholders
2. How to Watch
3. 1. If watching on a smartphone or tablet device
      If you use a camera app or barcode reader app to scan the QR code* provided on the "Notification of Livestreaming of the 55th Annual General Meeting of Shareholders of Fuyo General Lease Co., Ltd." sent out with this Notice of Convocation, a web browser will launch and you will be able to view the livestream.
   2. If watching on a personal computer/if you are unable to log in using the QR code*
      If you access the URL provided on the "Notification of Livestreaming of the 55th Annual General Meeting of Shareholders of Fuyo General Lease Co., Ltd." sent out with this Notice of Convocation, enter your ID and password, and click the "Log in" button, you will be able to view the livestream.
   3. • "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
4. Points of Attention in Relation to Viewing the Livestream
5. 1. Shareholders viewing the livestream will be able to watch the General Meeting of Shareholders, but this will not be recognized as attendance at the General Meeting of Shareholders under the Companies Act, and therefore you will be unable to exercise voting rights or make any statements, including questions. Regarding the exercise of voting rights, please exercise your voting rights in advance using the methods explained on pages 3 to 4.
   2. Shareholders may face inconveniences such as disruption to video or audio from the livestream or being unable to view the livestream, owing to the impact of the devices used, the telecommunications environment, and other factors.
   3. Any expenses incurred when watching the livestream, such as telecommunications fees, will be borne by shareholders.
   4. Acts such as the filming, recording of video, recording of sound, or saving of the livestream, or its public release on social media (SNS), etc., are strictly prohibited.
   5. If the Company is unable to provide the livestream owing to unavoidable circumstances, notification will be provided on the Company's website (https://www.fgl.co.jp/).
6. Information for Shareholders Attending the General Meeting of Shareholders
   In consideration of the privacy of shareholders attending the meeting, the video will only show the area around the officers' seats, filmed from the rear of the venue. However, please understand that there may be cases when the Company is unable to prevent shareholders attending the meeting from appearing in the video.
7. Inquiries
   Please contact the Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd. with any inquiries.
   Toll-free:0120-288-324 (Business hours: 9:00 a.m. to 5:00 p.m. on weekdays)

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1: Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:

1. Year-enddividends
   Fuyo General Lease Group's basic policy in regard to the allocation of profits is to "both enhance shareholders' equity by strengthening the management base and the financial position and enhance the profit return to shareholders by means of long-term continuation of stable dividends, while taking good consideration of the Company's performance and management indicator targets."
   In line with its basic dividend policy, the Company proposes a dividend of ¥245 per share, which is ¥50 higher than the dividend forecast at the beginning of the fiscal year under review, based on the financial results for fiscal 2023 and the achievement of its medium-term management plan.
   As the Company has already paid an interim dividend of ¥195 per share, the annual dividend for this term will be ¥440 per share.
2. 1. Type of dividend property Cash
   2. Allotment of dividend property and their aggregate amount ¥245 per common share of the Company
      Total dividends: ¥7,402,325,385
   3. Effective date of dividends of surplus June 24, 2024
3. Other Appropriation of surplus
   The Company proposes the following appropriation of other surplus with a view to allocating funds for acquiring quality operating assets and other purposes to strengthen the management base going forward.
4. 1. Item of surplus to be decreased and amount of decrease

Retained earnings brought forward:	¥6,000,000,000
(2) Item of surplus to be increased and amount of increase
General reserve:	¥6,000,000,000

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Proposal No. 2: Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Meeting. In addition, Director Soichi Hosoi resigned on March 31, 2024.

Accordingly, the Company proposes the election of nine (9) Directors including four (4) Outside Directors. Furthermore, when selecting candidates for Director, the Nomination and Compensation Advisory Committee, of which a majority of members are independent Outside Directors, engaged in deliberation and reported its views.

The candidates for Director are as follows:

										Attendance
	Candidate No.		Name	Current position and responsibility	at Board of
		in the Company	Directors
										meetings
						Director and Chairman				100%
1		Reelection			Yasunori Tsujita
			Chairman of the Board of Directors	(11/11)
						President and Chief Executive Officer (Representative	100%
2		Reelection			Hiroaki Oda
			Director)				(11/11)
						Director and Deputy President (Representative
						Director)				100%
						Supervising Sales Department, Responsible for Financial
3		Reelection			Keiji Takada
			Institutions Division, Securitization Promotion Division, Area	(11/11)
						Business Promotion Division, and West Japan Area Business
						Promotion Division
						Director and Deputy President (Representative
						Director)
						Supervising Finance, Supervising Corporate Planning	100%
4		Reelection			Yusuke Kishida	and Administration Department, IR, CSV, Supervising
			(11/11)
						Information Management Department, Supervising
						Risk Department, Supervising Group Governance,
						Supervising Compliance
						Managing Executive Officer
						Responsible for Group Legal & Compliance Division,
5		New election		Hiroshi Takahashi	-
		Corporate Credit Division, Financial Products Credit
						Division, and Credit Administration Division
										100%
							Outside Director
6		Reelection			Seiichi Isshiki	Director
						(11/11)
		Independent
										100%
							Outside Director
7		Reelection			Hideo Ichikawa	Director
			Independent			(11/11)
							Outside Director	100%
8		Reelection			Masayuki Yamamura	Director
						(11/11)
		Independent
										100%
					Hiroko Matsumoto		Outside Director
9		Reelection			Director
						(11/11)
		Independent

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Candidate		Name	Career summary, position and responsibility in the Company,	Number of the
	Company's
No.	(Date of birth)	and significant concurrent positions outside the Company
shares owned
				Apr. 1981	Joined The Fuji Bank, Limited
				June 2013	Deputy President-Executive Officer,
					Member of the Board of Directors
					(Representative Director) of Mizuho
					Financial Group, Inc. (until June 2014)
				Nov. 2013	Deputy President-Executive Officer,
	Yasunori Tsujita		Member of the Board of Directors of
		Mizuho Bank, Ltd. (until March 2015)
	(June 28, 1956)	June 2014	Member of the Board of Directors and
					Deputy President & Executive Officer
					(Representative Executive Officer) of
					Mizuho Financial Group, Inc. (until March
					2015)	7,900
				Apr. 2015	Member of the Board of Directors of
					Mizuho Financial Group, Inc. (retired in
					June 2015)
				May 2015	Deputy President and Executive Officer of
1					the Company
			June 2015	Director and Deputy President
	Reelection
				Deputy President and Executive Officer
					Representative Director
				Apr. 2016	President and Chief Executive Officer
					President and Executive Officer
				Apr. 2022	Director and Chairman (current position)
				June 2022	Chairman of the Board of Directors
					To present

[Reasons for nomination as a candidate for Director]

Yasunori Tsujita acquired management experience at financial institutions while serving in such positions as Deputy President-Executive Officer, Member of the Board of Directors of Mizuho Financial Group and Deputy President-Executive Officer, Member of the Board of Directors of Mizuho Bank. Furthermore, he has supervised the overall operations of the Company in his positions as Director and Deputy President, Deputy President and Executive Officer, and President and Chief Executive Officer, President and Executive Officer of the Company, and since 2022, he has served as Chairman of the Board of Directors, equipping him with a wealth of management experience. In light of his achievements as a supervisor of operations, and believing that Mr. Tsujita will utilize the aforementioned experience and insight to enhance the effectiveness of the Board of Directors' decision-making function and oversight function, the Company once again nominates him as a candidate for Director.

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Candidate		Name	Career summary, position and responsibility in the Company,	Number of the
	Company's
No.	(Date of birth)	and significant concurrent positions outside the Company
shares owned
				Apr. 1986	Joined The Fuji Bank, Limited
				May 2009	General Manager of Kanda Corporate
					Division of Kanda Branch of Mizuho Bank,
					Ltd.
	Hiroaki Oda	June 2011	General Manager of Kudan Division No.1
	(January 26, 1963)		of Kudan Branch
				Apr. 2013	General Manager of Corporate Banking
					Division No.11 of Mizuho Corporate Bank,
					Ltd.
				Apr. 2014	Executive Officer, General Manager of	6,600
					Corporate Banking Division No.11 of
					Mizuho Bank, Ltd. (retired in April 2016)
				May 2016	Managing Executive Officer of the
					Company
				Apr. 2021	Deputy President and Executive Officer
2				June 2021	Director and Deputy President
	Reelection
				Deputy President and Executive Officer
					Representative Director (current position)
				Apr. 2022	President and Chief Executive Officer
					President and Executive Officer
					To present

[Reasons for nomination as a candidate for Director]

Hiroaki Oda, in the years 2016 onward, has acquired abundant operational experience as the Company's Managing Executive Officer having not only been in charge of the Sales Department but also being responsible for M&A operations and other initiatives aimed at expanding new fields, and in the years 2021 onward, he supervised the Sales Department as Director and Deputy President, and Deputy President and Executive Officer of the Company. As such, Mr. Oda has a wealth of experience in operations. Furthermore, since 2022, he has supervised overall operations as President and Chief Executive Officer, and President and Executive Officer. As such, he is equipped with a wealth of management experience. Believing that Mr. Oda will utilize the aforementioned experience and insight on the Board of Directors to enhance the effectiveness of its decision-making function and oversight function, the Company once again nominates him as a candidate for Director.

				Apr. 1984	Joined The Fuji Bank, Limited
	Keiji Takada	Apr. 2010	General Manager of Corporate Banking
		Division No.13 of Mizuho Corporate Bank,
	(October 5, 1960)		Ltd. (retired in March 2012)
				Apr. 2012	General Manager of Corporate Business
					Division of the Company
				Apr. 2014	Executive Officer, General Manager of
					Corporate Business Division	2,400
				Apr. 2016	Managing Executive Officer
				Apr. 2020	Senior Managing Executive Officer
				June 2020	Senior Managing Director and Senior
3					Managing Executive Officer
			Apr. 2022	Director and Deputy President, Deputy
		Reelection			President and Executive Officer
					Representative Director (current position)
					To present
	[Reasons for nomination as a candidate for Director]
	Keiji Takada, in the years since 2014 as Executive Officer of the Company in charge of the Sales Department,
	since 2020 as Senior Managing Director and Senior Managing Executive Officer of the Company in charge of
	international departments utilizing his experience working overseas for Mizuho Financial Group, and since
	2022, supervising the Business Department as Director and Deputy President, Deputy President and Executive
	Officer, has acquired abundant operational experience, enabling him to develop knowledge on all operations.
	Believing that Mr. Takada will utilize the aforementioned experience and insight on the Board of Directors to
	enhance the effectiveness of its decision-making function and oversight function, the Company once again
	nominates him as a candidate for Director.

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Candidate		Name	Career summary, position and responsibility in the Company,	Number of the
	Company's
No.	(Date of birth)	and significant concurrent positions outside the Company
shares owned
				Apr. 1986	Joined The Fuji Bank, Limited
				Apr. 2012	Deputy General Manager of Financial
					Planning Division of Mizuho Financial
					Group, Inc.
					Deputy General Manager of Financial
	Yusuke Kishida		Planning Division of Mizuho Bank, Ltd.
		Deputy General Manager of Financial
	(July 6, 1962)		Planning Division of Mizuho Corporate
					Bank, Ltd.
				July 2013	General Manager of Internal Audit
					Department of Mizuho Financial Group,
					Inc. (retired in March 2016)	500
				Apr. 2016	Administrative Officer of General Affairs
					Division of the Company
				Apr. 2018	Executive Officer, General Manager of
					Financial Planning Division
				Apr. 2021	Managing Executive Officer
4				Apr. 2022	Senior Managing Executive Officer
	Reelection
				June 2022	Senior Managing Director and Senior
					Managing Executive Officer
				Apr. 2024	Director and Deputy President, Deputy
					President and Executive Officer
					Representative Director (current position)
					To present

[Reasons for nomination as a candidate for Director]

Yusuke Kishida acquired abundant operational experience through serving as General Manager of the Internal Audit Department and participating in financial and accounting operations at Mizuho Financial Group. In the years since 2018, as Executive Officer and General Manager of Financial Planning Division of the Company, he has extensive operational experience and has developed knowledge on overall operations through being in charge of the Financial Strategy Planning Division; and since 2021, being in charge of the Finance Department as Managing Executive Officer; and since 2022, being in charge of the Corporate Planning Division as Senior Managing Director and Senior Managing Executive Officer; and since April 2024, supervising the Finance Department and Corporate Planning and Administration Department as Director and Deputy President, Deputy President and Executive Officer. Believing that Mr. Kishida will utilize the aforementioned experience and insight on the Board of Directors to enhance the effectiveness of its decision-making function and oversight function, the Company once again nominates him as a candidate for Director.

	Hiroshi Takahashi	Apr. 1987	Joined the Company
	(December 4, 1963)	Apr. 2016	General Manager in charge of Corporate
					Planning Division
				Apr. 2017	General Manager of Corporate Planning
					Division
				Apr. 2019	Executive Officer, General Manager of	4,700
					Corporate Planning Division
				Apr. 2021	Managing Executive Officer
					To present
5
		New election
	[Reasons for nomination as a candidate for Director]
	Hiroshi Takahashi, in the years since 2016, as General Manager in charge of the Corporate Planning Division
	of the Company, since 2017 as General Manager of the Corporate Planning Division, since 2019 as Executive
	Officer and General Manager of the Corporate Planning Division, and since 2021 as Managing Executive
	Officer in charge of the Legal Compliance Department and the Credit Department, has acquired extensive
	operational experience and has developed knowledge on overall operations. Believing that Mr. Takahashi will
	utilize the aforementioned experience and insight on the Board of Directors to enhance the effectiveness of its
	decision-making function and oversight function, the Company nominates him as a candidate for Director.

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