クレディセゾン（8253） – Notice of Convocation Annual General Meeting 2022

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. To Our Shareholders with Voting Rights Securities Code: 8253 May 30, 2022 Katsumi Mizuno Representative, Executive President and COO Credit Saison Co., Ltd. 1-1, Higashi-Ikebukuro 3-chome, Toshima-ku, Tokyo NOTICE OF THE 72ND ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 72nd Ordinary General Meeting of Shareholders of Credit Saison Co., Ltd. (the “Company”) to be held as stated below. From the perspective of preventing the spread of infection of the novel coronavirus disease (COVID-19), please refrain as much as possible from attending the meeting in person, and instead exercise your voting rights either in writing or via the Internet. When exercising your voting rights either in writing or via the Internet, please consider the attached “REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS,” and exercise your voting rights by 6 p.m. on Tuesday, June 21, 2022 (JST). 1. Date and Time: Wednesday, June 22, 2022 at 10 a.m. (JST) 2. Place: Providence Hall, 2nd Floor, Tokyo Prince Hotel 3-1, Shiba-Koen 3-chome, Minato-ku, Tokyo 3. Agenda of the Meeting: Matters for reporting: 2022) Matters for resolution: 1. Business Report, Consolidated Financial Statements, and results of audits by Accounting Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the 72nd Fiscal Year (from April 1, 2021 to March 31, 2022) 2. Non-consolidated Financial Statements for the 72nd Fiscal Year (from April 1, 2021 to March 31, Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendment to the Articles of Incorporation Proposal No. 3: Election of Nine (9) Directors 4. Matters Related to the Exercise of Voting Rights (1) If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will be counted as valid. as valid. (2) If you exercise your voting rights via the Internet multiple times, only the final vote will be counted (3) If you do not indicate “Approval,” “Disapproval” or “Abstention” for each of the proposals when exercising your voting rights in advance, you will be deemed to have approved the proposal. – 1 – (4) If you wish to exercise your voting rights by proxy at the meeting, another one (1) shareholder of the Company with voting rights in the meeting can attend the meeting as a proxy upon the submission of a document certifying the right of proxy. 5. Other Matters Related to this Notice: (1) Among the documents to be provided in this Notice, the following documents are posted on the Company’s website (https://corporate.saisoncard.co.jp/) pursuant to applicable laws and regulations and Article 16 of the Articles of Incorporation of the Company. Accordingly, these Notes are not included in the attached document of the Notice. 1) Systems to Ensure Appropriate Operations 2) Outline of the Situation Concerning the Operation of Systems to Ensure Appropriate Operations 3) Consolidated Statement of Changes in Equity 4) Notes to Consolidated Financial Statements 5) Non-consolidated Statement of Changes in Equity 6) Notes to Non-consolidated Financial Statements The above documents are included in the Business Report that were audited by Accounting Auditors and Audit & Supervisory Board Members in preparing the Reports of Audit. The above documents 3) through 6) are included in the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by Accounting Auditors and Audit & Supervisory Board Members in preparing the Reports of Audit. (2) In the event that there is an amendment on the Reference Documents for the General Meeting of Shareholders, Business Report, or Consolidated or Non-consolidated Financial Statements prior to the date of General Meeting of Shareholders, the Company will send the amendment to shareholders via postal mail or post it on the website (https://corporate.saisoncard.co.jp/). The Notice of Resolutions for this General Meeting of Shareholders will be posted on the Company’s website (https://corporate.saisoncard.co.jp/). When attending the General Meeting of Shareholders, we would like to respectfully request that you wear a mask and cooperate in preventing infection by taking a temperature and disinfecting your hands upon entering the venue. The directors and administration staff at the meeting venue will be wearing masks and taking other necessary steps (such as refusing entry to any shareholder who has a fever, cough or other symptoms of the virus) in order to prevent the spread of infection. We ask for your understanding on this matter. – 2 – REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS Proposals and References Proposal No. 1: Appropriation of Surplus In order to maximize the shareholder value through strengthening the business structure, the Company has decided to offer appropriate, stable and continuous distributions of dividends to the shareholders while maintaining certain amount of internal reserve. In consideration of the above, and in consideration of the trends in the results for the current fiscal year and the future business environment, the Company proposes to distribute the year-end dividend for the 72nd Fiscal Year and other appropriations of surplus as follows. 1. Matters relating to year-end dividends (1) Type of dividend property Cash (2) Matters on the allotment of dividend property and the total amount thereof The Company proposes to pay ¥55 of dividends per share of common stock of the Company to the shareholders. Thus, the total of the dividends to be paid will be ¥8,600,593,045. (3) Effective date of dividends from surplus June 23, 2022 2. Matters relating to the appropriation of other retained earnings (1) Retained earnings item to be increased and the amount of increase General reserve ¥11,000,000,000 (2) Retained earnings item to be decreased and the amount of decrease Retained earnings brought forward ¥11,000,000,000 – 3 – Proposal No. 2: Partial Amendment to the Articles of Incorporation 1. Reasons for the Proposals The Company proposes amending its Articles of Incorporation as follows, since a system for providing general meeting of shareholders materials in electronic format will be introduced, in line with the enforcement on September 1, 2022 of the amended provisions in the proviso of Article 1 of the Supplementary Provisions to the Act Partially Amending the Companies Act (Act No. 70 of 2019). (1) Under the foregoing Act, it will be obligatory to stipulate in the Articles of Incorporation that measures to provide information contained in the reference documents for general meeting of shareholders and related documents in electronic format shall be taken. Therefore, the Company proposes establishing a new paragraph 1 of Article 16 (Measures etc. to Provide Information in Electronic Format) in the proposed amendments to the Articles of Incorporation. (2) Regarding information contained in the reference documents for general meeting of shareholders and related documents that is subject to the measures to provide information in electronic format, in order to enable the Company to limit the scope of matters to be stated in paper-based format delivered to shareholders who request delivery of materials in such format, to the scope stipulated by the applicable Ministry of Justice ordinance, the Company proposes establishing a new paragraph 2 of Article 16 (Measures etc. to Provide Information in Electronic Format) in the proposed amendments to the Articles of Incorporation. (3) Upon the introduction of the system for providing general meeting of shareholders materials in electronic format, the provisions of Article 16 (Disclosure on Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Related Documents) in the current Article of Incorporation will not be needed. Therefore, the Company proposes deleting those provisions. (4) The supplemental provisions regarding the effect, etc. of the above new and deleted provisions are hereby established. The Company proposes deleting these supplementary provisions after the deadline has elapsed. Current Articles of Incorporation Planned Amendments (Underlined sections indicate the changes.) (Deleted) 2. Contents of the amendment Details of the changes are as follows. (Disclosure on Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Related Documents) Article 16 When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (Newly established) (Measures etc. to Provide Information in Electronic Format) Article 16 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. – 4 – Current Articles of Incorporation (Newly established) (Supplementary Provisions) (Newly established) Planned Amendments 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. (Transitional measures regarding providing general meeting of shareholders materials in electronic format) Article 1 1. The deletion of Article 16 (Disclosure on Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Related Documents) before amendment and the establishment of Article 16 (Measures etc. to Provide Information in Electronic Format) of the Articles of Incorporation shall take effect as of September 1, 2022. 2. Notwithstanding the provision(s) of the preceding paragraph, Article 16 of the Articles of Incorporation (Disclosure on Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Related Documents) before amendment shall remain effective regarding any general meeting of shareholders held on a date within six months of September 1, 2022. 3. These provisions of this Article shall be deleted after whichever comes later of the date on which six (6) months have passed since September 1, 2022 or the date on which three (3) months have passed since the date on which the general meeting of shareholders in the preceding paragraph is held. – 5 – 1 2 3 4 6 7 8 Proposal No. 3: Election of Nine (9) Directors The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of nine (9) Directors including three (3) Outside Directors (three (3) Independent Outside Directors). The candidates for Director are as follows: No. Name Title Area of Responsibility Candidate Attributes Hiroshi Rinno Corporate strategy, branding, comprehensive life services group strategy Reelection Representative, Chairman and CEO Representative, Executive President and COO Representative, Executive Vice President and CHO Katsumi Mizuno Naoki Takahashi Overall management execution, global strategy Head of Branding Strategy Dept., Corporate Planning Dept., Payment Business Division Reelection Promotions of strategies, new business management Head of Audit Office, General Affairs Dept., Finance Division Reelection Yoshiaki Miura Director, Senior Managing Executive Officer Operation business management Head of Processing Business Division, Credit Division Reelection 5 Kazutoshi Ono Director, Senior Managing Executive Officer and CTO, CIO Group-wide promotions of DX strategies, Why SAISON strategy Head of CSDX Development Dept., Customer Success Division, In charge of Full Life Business Dept., General Manager, CSDX Development Dept., Technology Center Kosuke Mori Head of Global Business Division Senior Managing Executive Officer Naoki Togashi Director Nana Otsuki Director 9 Hitoshi Yokokura Director – 6 – Candidate for Director to be reelected (Reelection) Candidate for Director to be newly elected (New candidate) Candidate for Outside Director (Outside) Independent officer as defined by the securities exchange, etc. (Independent) Reelection New candidate Reelection Outside Independent Reelection Outside Independent Reelection Outside Independent No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Hiroshi Rinno (August 5, 1942) Reelection 1 Apr. 1965 Mar. 1982 Apr. 1983 Apr. 1985 June 1995 June 1999 June 2000 June 2003 Joined The Seibu Department Stores, Ltd. (Present Sogo & Seibu Co., Ltd.) Joined Credit Saison Co., Ltd., General Manager, Credit Business Planning Department Director Managing Director Senior Managing Director Representative, Senior Managing Director President and CEO Director, Resona Bank, Ltd. Director, Resona Holdings, Inc. 104,307 Mar. 2019 Representative, Chairman and CEO* [Reason for selection as a candidate for Director] He has accumulated extensive experience in and broad insight into the payment business, the Company’s core business. In addition, he has been President and CEO since 2000 and has shown strong leadership under the corporate philosophy of a “leading-edge service company,” contributing to the growth of the Company. He also has a track record of implementing a number of innovative products and services, leading strategic planning and branding. The Company believes that he is an appropriate person to enhance its corporate value sustainably, and has selected him ongoingly as a candidate for Director. – 7 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Apr. 1992 Mar. 2005 Sept. 2007 Mar. 2010 Oct. 2012 Mar. 2013 June 2013 Mar. 2015 Mar. 2016 Mar. 2019 Mar. 2020 June 2020 Mar. 2021 Joined Credit Saison Co., Ltd. General Manager, Saison Card Department General Manager, UC Card Department General Manager, Solution Department No. 2 General Manager, Business Planning Department and Product & Service Development Group General Manager, Credit Card Division, General Manager, Overseas Business Division and General Manager, Overseas Business Strategy Department Director General Manager, Overseas Business Division and General Manager, Overseas Business Strategy Department General Manager, Overseas Business Division Managing Director General Manager, Payment Business Division Managing Director, Managing Executive Officer Director, Senior Managing Executive Officer Representative, Executive President and COO* General Manager, Payment Business Division Katsumi Mizuno (August 15, 1969) Reelection 2 22,721 Director of Kisetsu Saison Finance (India) Pvt. Ltd. Director of Fintertech Co., Ltd. Director of Saison International Pte. Ltd. [Reason for selection as a candidate for Director] He has been involved in the sales planning of the payment business, the Company’s core business, over many years, accumulating extensive experience in and broad insight into sales and marketing. He has a track record of leading the Company’s global strategy in recent years, implementing its entry into sharply growing markets, and contributing to the dramatic growth of the Company’s overseas business. The Company believes that he is an appropriate person to enhance its corporate value sustainably, and has selected him ongoingly as a candidate for Director. – 8 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Naoki Takahashi (August 5, 1950) Reelection 3 Apr. 1974 Apr. 2003 Apr. 2004 Apr. 2005 June 2005 Mar. 2007 Mar. 2010 Mar. 2011 Mar. 2012 Mar. 2016 Mar. 2020 Joined The Fuji Bank, Limited (Present Mizuho Financial Group, Inc.) Executive Officer, General Manager, Osaka Corporate Banking Division No. 2 of Mizuho Corporate Bank, Ltd. (Present Mizuho Bank, Ltd.) Managing Executive Officer, Business Executive Officer of Mizuho Corporate Bank, Ltd. Joined Credit Saison Co., Ltd. as Advisor Managing Director General Manager, Business Strategy Division Senior Managing Director Representative, Senior Managing Director General Manager, Credit Division Representative, Executive Vice President Representative, Executive Vice President and CHO* 35,764 Director of Research Institute of Brain Activation [Reason for selection as a candidate for Director] He has been head of the Company’s corporate departments, possessing broad insight into and extensive experience in the promotion of the strategies of the Group as a whole. In recent years, he has also contributed to the promotion of diversity, equity, and inclusion as the head of the Strategic Human Resources Department and CHO. The Company believes that he is an appropriate person to enhance its corporate value sustainably, and has selected him ongoingly as a candidate for Director. – 9 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Yoshiaki Miura (September 2, 1966) Reelection 4 13,370 Apr. 1990 Oct. 2001 Oct. 2006 Mar. 2011 Mar. 2013 Mar. 2015 Mar. 2016 June 2016 Mar. 2018 Oct. 2019 Mar. 2020 June 2020 Joined Credit Saison Co., Ltd. General Manager, Kanagawa Branch Executive Vice President and Representative Director, Shizugin Saison Card Co., Ltd. General Manager, Internet Strategic Planning Department General Manager, Internet Business Division and Internet Strategic Planning Department General Manager, Internet Business Division and Business Incubation Department General Manager, Internet Business Division Director Managing Director General Manager, Sales Development Division General Manager, Payment Business Division Managing Director, Managing Executive Officer Director, Senior Managing Executive Officer* Chairman of Saison Ventures Co., Ltd. Director of IDEMITSU CREDIT CO.,LTD. Director of CASM, Inc. Director of Shizugin Saison Card Co., Ltd. [Reason for selection as a candidate for Director] He has been involved mainly in launching the Company’s joint card businesses and developing digital services, and he has extensive experience in and broad insight into the development of new businesses and the promotion of digital operations. In recent years, he was head of the Credit Division and the Processing Division, and has a proven track record of achieving comprehensive credit enhancement and expansion of the issuer business. The Company believes that he is an appropriate person to enhance its corporate value sustainably, and has selected him ongoingly as a candidate for Director. – 10 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Kazutoshi Ono (August 6, 1976) Reelection 5 7,161 Apr. 1999 Oct. 2000 Dec. 2003 July 2013 Sept. 2013 June 2015 Apr. 2016 Apr. 2018 Mar. 2019 June 2019 Mar. 2020 June 2020 Mar. 2021 Joined Sun Microsystems (Present Oracle Corporation) President, APPRESSO Co., Ltd. (Present Saison Information Systems Co., Ltd.) Representative, Executive Vice President Adviser, Saison Information Systems Co., Ltd. President, APPRESSO Co., Ltd. (Present Saison Information Systems Co., Ltd.) Member of the Board, Saison Information Systems Co., Ltd. Managing Director, General Manager, Technovation Center General Manager, Product Development Center Joined Credit Saison Co., Ltd. as CTO, General Manager, Technology Center Director Director, Managing Executive Officer CTO, General Manager, Digital Innovation Division and General Manager, Technology Center Managing Executive Officer Senior Managing Executive Officer and CTO, CIO General Manager, Digital Innovation Division, General Manager, IT Strategy Department, Technology Center June 2021 Mar. 2022 Director, Senior Managing Executive Officer and CTO, CIO* General Manager, CSDX Development Department, Technology Center* Director of Motionpicture Co., Ltd. [Reason for selection as a candidate for Director] He has mainly promoted company-wide digitalization at the Company using advanced technologies and led the Company’s further business development as the General Manager of the Digital Innovation Division, backed by his extensive experience in IT management. The Company believes that he is an appropriate person to enhance its corporate value sustainably, and has selected him ongoingly as a candidate for Director. – 11 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Kosuke Mori (May 30, 1977) New candidate 6 Apr. 2000 Nov. 2006 July 2013 Mar. 2020 June 2020 Mar. 2021 Aug. 2021 Joined The Industrial Bank of Japan, Limited. (Present Mizuho Financial Group, Inc.) President, Fillmore Advisory, Inc. Joined Credit Saison Co., Ltd. Executive Officer General Manager, Global Business Division, General Manager with Global Business Division (in charge of India business) Managing Executive Officer Senior Managing Executive Officer* General Manager, Global Business Division General Manager, Global Business Division, General Manager, Global Business Division (in charge of India business) Director of Kisetsu Saison Finance (India) Pvt. Ltd. Managing Director of Saison International Pte. Ltd. Director of Saison Capital Pte. Ltd. Director of Julo Holdings Pte. Ltd. 0 [Reason for selection as a candidate for Director] He has experience as an entrepreneur in the field of financial research and has developed growth markets at the Company, mainly in Asian countries, and has demonstrated management executive skills in laying the foundation for medium- to long-term global strategies and expanding business areas as the representative of the Singapore headquarters. With his track record of achieving financial inclusion, the Company has judged him to be an appropriate candidate for the position of director for the purpose of enhancing the Company’s sustainable corporate value and has selected him as a candidate for director. – 12 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Apr. 1984 Jan. 1999 Apr. 2007 June 2010 Mar. 2011 June 2014 Apr. 2017 June 2017 Dec. 2020 Joined The Bank of Japan President, Future Financial Strategy Corp. (Present Future Corporation) Trustee, Japan Association of Corporate Executives* Japan Representative Partner, Oliver Wyman Group Director, Nikko Asset Management Co., Ltd. Director, NAGAHORI CORPORATION* Representative Director, Japan Representative Partner, Oliver Wyman Group Outside Director, Credit Saison Co., Ltd.* Japan Representative Partner, Oliver Wyman Group Naoki Togashi (October 24, 1960) Reelection Outside Independent 7 Apr. 2021 Senior Advisor, Oliver Wyman Group Director of NAGAHORI CORPORATION Trustee, Japan Association of Corporate Executives 0 [Reason for selection as a candidate for Outside Director and expected roles] He has been involved in strategic consulting in a broad financial area in Japan and abroad as a management consultant. He has extensive experience in and broad insight into corporate management. The Company expects him to utilize his knowledge to provide supervision and advice mainly on management strategies and overseas business from a professional perspective. The Company believes that he can provide useful advice and guidance on its management from his objective and neutral stance, and has selected him ongoingly as a candidate for Outside Director. If he is elected, he will participate in the selection of candidates for Directors of the Company and the formulation of policies for remuneration, etc. for Directors from an objective and neutral stance as a member of the Nomination & Remuneration Committee. [Matters concerning independence] The Company has submitted notification to Tokyo Stock Exchange that Naoki Togashi has been appointed as an independent director/auditor as stipulated by the aforementioned exchange. If he is reelected and assumes office as Director, the Company will continue his registration as an independent director/auditor. There has been no business relationship between the Company and Oliver Wyman Group, Inc. of which he was a senior advisor since April 2018. He resigned as a senior advisor to the said company on May 31, 2021. Furthermore, he is an outside director of NAGAHORI CORPORATION. He serves as Outside Director of the Company and the term of office will be five (5) years upon the conclusion of this General Meeting of Shareholders. – 13 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned 8 Nana Otsuki (September 17, 1964) Reelection Outside Independent 0 Apr. 1988 Nov. 1993 Jan. 2000 Dec. 2005 June 2011 Sept. 2015 Jan. 2016 June 2017 Apr. 2018 June 2018 Sept. 2019 Apr. 2021 June 2021 Joined Mitsui Trust and Banking Company, Limited (Present Sumitomo Mitsui Trust Bank, Limited) Retired from Mitsui Trust and Banking Company, Limited Head, Credit Rating Team for Financial Institutions in Japan and South Korea, Standard and Poor’s Ratings Japan K.K. (Present S&P Global Ratings Japan Inc.) Managing Director, Research Division, UBS Securities Japan Co., Ltd. Managing Director, Head, Finance and Domestic Demand-Related Sector, Research Division, Merrill Lynch Japan Securities Co., Ltd. (Present BofA Securities, Inc.) Professor, Faculty of Economics, Nagoya University of Commerce and Business Executive Officer, Monex, Inc. Outside Director, Credit Saison Co., Ltd.* Professor, Nagoya University of Commerce and Business Graduate School* Visiting Professor, Faculty of International Politics and Economics, Nishogakusha University* Audit & Supervisory Board Member, Tokio Marine Holdings, Inc.* Trustee, Nishogakusha Educational Corporation* Expert Director, Monex, Inc.* Director, Mochida Pharmaceutical Co., Ltd.* Expert Director of Monex, Inc. Professor of Nagoya University of Commerce and Business Graduate School Visiting Professor, Faculty of International Politics and Economics, Nishogakusha University Audit & Supervisory Board Member of Tokio Marine Holdings, Inc. Trustee of Nishogakusha Educational Corporation Director of Mochida Pharmaceutical Co., Ltd. – 14 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned [Reason for selection as a candidate for Outside Director and expected roles] As an analyst for many years at domestic and foreign financial institutions, she has extensive experience and knowledge in analyzing financial markets, etc. in Japan and abroad. The Company expects that she will use this knowledge to provide supervision, advice, etc. mainly with respect to funding and risk management of the Company from a professional perspective. Although she has not been directly involved in corporate management, the Company believes that she can provide useful advice and guidance on its management from her objective and neutral stance, and has selected her ongoingly as a candidate for Outside Director. If she is elected, she will participate in the selection of candidates for Directors of the Company and the formulation of policies for remuneration, etc. for Directors from an objective and neutral stance as a member of the Nomination & Remuneration Committee. [Matters concerning independence] The Company has submitted notification to Tokyo Stock Exchange that Nana Otsuki has been appointed as an independent director/auditor as stipulated by the aforementioned exchange. If she is reelected and assumes office as Director, the Company will continue her registration as an independent director/auditor. She serves as Expert Director of Monex, Inc. and there was a business relationship between the Company and Monex, Inc. in connection with affiliated cards issuing business activities. etc. The annual transaction amount was less than 0.1% of the consolidated transaction volume of both parties, and the alliance was terminated in November 2021 for the affiliated card issuing business activities. She serves as professor at Nagoya University of Commerce and Business Graduate School and visiting professor at the Faculty of International Politics and Economics, Nishogakusha University, and as trustee at Nishogakusha Educational Corporation. The Company has no business relationship with the graduate school, the university or the educational corporation, and since she is an outside Director of Mochida Pharmaceuticals, the Company has judged that her independence is sufficiently secured. She serves as Outside Director of the Company and the term of office will be five (5) years upon the conclusion of this General Meeting of Shareholders. – 15 – No. Name (Date of birth) Career summary, title and area of responsibility in the Company and significant concurrent positions outside the Company (The asterisk (*) refers to current position) Number of shares of the Company owned Apr. 1992 Mar. 1995 Jan. 2002 Dec. 2007 Apr. 2014 July 2017 June 2020 July 2021 Joined Asahi Shinwa & Co. (Present KPMG AZSA LLC) Registered as certified public accountant Established Yokokura CPA Office Admitted to Japanese Bar, Tokyo Bar Association Joined Bingham, Sakai Mimura Aizawa (Present Anderson Mori & Tomotsune) Attorney at law, Waseda Legal Commons, LPC (Partner)* Auditor, Minori Audit Corporation* Outside Director, Credit Saison Co., Ltd.* Audit & Supervisory Board Member, Ito En, Ltd.* Hitoshi Yokokura (May 30, 1969) Reelection Outside Independent 9 Attorney at law of Waseda Legal Commons, LPC (Partner) Auditor of Minori Audit Corporation Audit & Supervisory Board Member of Ito En, Ltd. 0 [Reason for selection as a candidate for Outside Director and expected roles] As a certified public accountant and an attorney, he has a high level of specialized knowledge and extensive experience in financial, accounting and legal affairs. As such, the Company expects him to utilize this knowledge and provide supervision, advice, etc. from a professional perspective regarding accounting, legal matters, etc. Although he has not been directly involved in corporate management, based on his expertise and business activities, the Company believes that he can provide useful advice and guidance on its management from his objective and neutral stance, and has selected him as a candidate for Outside Director. If he is elected, he will participate in the selection of candidates for Directors of the Company and the formulation of policies for remuneration, etc. for Directors from an objective and neutral stance as a member of the Nomination & Remuneration Committee. [Matters concerning independence] The Company has submitted notification to Tokyo Stock Exchange that Hitoshi Yokokura has been appointed as an independent director/auditor as stipulated by the aforementioned exchange. If he is reelected and assumes office as Director, the Company will continue his registration as an independent director/auditor. The Company has no business relationship with Waseda Legal Commons, LPC, where he serves as Attorney at law (Partner). He serves as Outside Director of the Company and the term of office will be two (2) years upon the conclusion of this General Meeting of Shareholders. Notes: 1. Other than those mentioned above, no special interests exist between the above candidates for Director and the Company. 2. Naoki Togashi, Nana Otsuki, and Hitoshi Yokokura are candidates for Outside Director. 3. The Company has concluded an agreement with Naoki Togashi, Nana Otsuki, and Hitoshi Yokokura, limiting their liabilities for damages towards the Company to the extent specified by Article 423, Paragraph (1) of the Companies Act, pursuant to Article 427, Paragraph (1) of the Act. If their reelection is approved, the Company intends to continue the same liability limitation agreements with them. 4. The Company has concluded a directors and officers liability insurance agreement, as specified by Article 430-3, paragraph (1) of the Companies Act, with all Directors as the insured. If this proposal is approved and adopted in its original form and each candidate is elected to the position of Director, each candidate will be included as the insured under this insurance policy. Such insurance policy will cover damages and legal expenses incurred by the insured as a result of claims for damages arising out of acts committed by the insured in connection with actions related to their duties for the company. However, there are certain reasons for coverage exclusion, such as cases where such actions are carried out with the understanding that their conduct violates laws and regulations. The insurance premiums for the policy and all added special clauses are borne by the Company and no substantial insurance premium is borne by the insured. The insurance policy includes a set deductible amount, and liability up to said deductible amount is not covered. The Company plans to renew said insurance policy with the same content during the term of office of each candidate. – 16 – (Reference) Skills Matrix for Directors and Audit & Supervisory Board Members If Proposal 3 is approved as proposed, the composition of the Directors and Audit & Supervisory Board Members, and the main expertise and experience of each individual are as follows. Title Name Corporate management Global Finance and accounting Personnel / Labor Affairs Legal affairs / Risk management Sales / Marketing Naoki Takahashi ● ● ● Representative, Chairman and CEO Representative, Executive President and COO Representative, Executive Vice President and CHO Director, Senior Managing Executive Officer Director, Senior Managing Executive Officer and CTO, CIO Hiroshi Rinno Katsumi Mizuno Yoshiaki Miura Kazutoshi Ono Director, Senior Managing Executive Officer Kosuke Mori Outside Director Naoki Togashi Outside Director Nana Otsuki Outside Director Hitoshi Yokokura Audit & Supervisory Board Member (Standing) Outside Audit & Supervisory Board Member (Standing) Outside Audit & Supervisory Board Member (Standing) Outside Audit & Supervisory Board Member ● ● ● ● ● ● Hiroaki Igawa Chie Kasahara ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Haruhisa Kaneko ● Munehiro Harada ● ● ● ● ● ● ● ● ● ● – 17 – Title Name Digital / IT Real Estate ESG New business / M&A Finance / Loans Representative, Chairman and CEO Representative, Executive President and COO Representative, Executive Vice President and CHO Director, Senior Managing Executive Officer Director, Senior Managing Executive Officer and CTO, CIO Hiroshi Rinno Katsumi Mizuno Naoki Takahashi Yoshiaki Miura ● Kazutoshi Ono ● Director, Senior Managing Executive Officer Kosuke Mori Outside Director Naoki Togashi ● Outside Director Nana Otsuki Outside Director Hitoshi Yokokura Audit & Supervisory Board Member (Standing) Outside Audit & Supervisory Board Member (Standing) Outside Audit & Supervisory Board Member (Standing) Outside Audit & Supervisory Board Member Haruhisa Kaneko ● Munehiro Harada Chie Kasahara ● ● ● ● ● ● ● ● ● ● ● ● Hiroaki Igawa ● ● ● ● ● ● ● ● ● ● – 18 – 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. Consolidated Statement of Financial Position (As of March 31, 2022) Assets Account item Assets Cash and cash equivalents Trade and other receivables Inventories Operational investment securities Investment securities Other financial assets Property, plant and equipment Right-of-use assets Intangible assets Investment property Investments accounted for using equity method Deferred tax assets Amount 108,970 2,794,545 128,462 52,992 72,431 14,597 30,342 12,364 162,317 94,763 86,914 41,377 (Millions of yen) Liabilities and Equity Account item Liabilities Trade and other payables Financial guarantee liabilities Bonds and borrowings Other financial liabilities Income taxes payable Provision for point card certificates Provision for loss on interest repayment Other provisions Deferred tax liabilities Other liabilities Total liabilities Equity Equity attributable to owners of parent Share capital Capital surplus Retained earnings Treasury shares Other components of equity Total equity Total liabilities and equity Amount 244,349 8,884 2,569,040 19,373 13,038 118,368 24,066 1,574 974 47,368 3,047,040 562,387 75,929 85,152 442,550 (62,737) 21,492 1,351 563,738 3,610,778 Other assets 10,697 Non-controlling interests Note: Amounts of less than one million yen are omitted. Total assets 3,610,778 – 19 – Consolidated Statement of Profit or Loss (From April 1, 2021 to March 31, 2022) Account item Amount (Millions of yen) Revenue Income from the payment business Income from the lease business Income from the finance business Revenue from the real estate-related business Revenue from the entertainment business Finance income Total [Of interest income] Cost of sales Total Net revenue Cost of sales for the real estate-related business Cost of sales for the entertainment business Selling, general and administrative expenses Impairment losses on financial assets Finance costs Share of profit of investments accounted for using equity method Other income Other expenses Profit before tax Income tax expense Profit Profit attributable to Owners of parent Non-controlling interests Profit Reconciliation from profit before tax to business profit Profit before tax Reconciliations (Impairment losses on financial assets) Reconciliations (Other income) Reconciliations (Other expenses) Adjustments for the application of the effective interest method to financial assets Business profit Subtotal Note: Amounts of less than one million yen are omitted. 209,608 11,835 48,313 59,341 32,866 989 37,478 26,459 362,955 [108,337] 63,937 299,017 222,541 24,575 11,461 4,588 6,259 1,349 49,936 14,343 35,593 35,375 218 35,593 49,936 1,364 (228) 1,068 194 2,399 52,336 – 20 – Balance as of April 1, 2021 Profit Other comprehensive income Comprehensive income Purchase of treasury shares Disposal of treasury shares Share-based payment transactions Dividends Transfer from other components of equity to retained earnings Obtaining of control of subsidiaries Other Consolidated Statement of Changes in Equity (From April 1, 2021 to March 31, 2022) (Millions of yen) Equity attributable to owners of parent Share capital 75,929 Capital surplus Retained earnings Treasury shares 85,198 414,260 35,375 (62,808) Other components of equity 18,392 Total Non-controlling interests Total 530,971 35,375 1,086 218 532,057 35,593 – – 35,375 3,051 3,051 3,051 38,426 10 228 3,061 38,655 (0) 125 (172) (7,035) (49) – (0) 0 71 49 (0) 0 197 (7,035) – – (172) 1 198 38 (3) 36 (0) 0 (7,035) – (133) (3) (6,974) Total transactions with owners Balance as of March 31, 2022 Note: Amounts of less than one million yen are omitted. 75,929 85,152 (46) – (7,085) 70 49 (7,010) 442,550 (62,737) 21,492 562,387 1,351 563,738 – 21 – Non-consolidated Balance Sheet (As of March 31, 2022) Liabilities and Net assets Account item (Millions of yen) Current assets Current liabilities Assets Account item Cash and deposits Accounts receivable – installment Operating loans Investments in leases Operational investment securities Merchandise Supplies Prepaid expenses Short-term loans receivable Short-term loans receivable from subsidiaries and associates Accounts receivable – other Other Allowance for doubtful accounts Non-current assets Property, plant and equipment Buildings, net Vehicles, net Equipment, net Land Leased assets, net Construction in progress Intangible assets Leasehold interests in land Software Leased assets Software in progress Other Investments and other assets Investment securities Shares of subsidiaries and associates Bonds of subsidiaries and associates Investments in capital Investments in capital of subsidiaries and associates Long-term loans receivable Long-term loans receivable from subsidiaries and associates Long-term prepaid expenses Guarantee deposits Deferred tax assets Other Allowance for doubtful accounts Deferred assets Bond issuance costs Amount 3,039,090 80,545 1,253,849 1,122,017 256,108 41,583 113 1,387 2,149 515 293,349 21,400 10,156 (44,087) 403,842 15,206 5,288 0 2,367 6,904 632 13 147,937 14 145,468 5 2,185 263 240,698 67,814 81,965 450 0 8,480 10,513 21,891 7,121 2,769 34,475 5,678 (461) 1,983 1,983 Accounts payable – trade Short-term borrowings Current portion of long-term borrowings Current portion of long-term borrowings from subsidiaries and associates Current portion of bonds payable Commercial papers Current portion of long-term loans payable under securitized borrowings Lease liabilities Accounts payable – other Accrued expenses Income taxes payable Contract liabilities Deposits received Unearned revenue Provision for bonuses Provision for bonuses for directors (and other officers) Provision for loss on interest repayment Provision for loss on collecting gift tickets Other Bonds payable Long-term borrowings Long-term loans payable under securitized borrowings Lease liabilities Contract liabilities Provision for loss on guarantees Provision for point card certificates Provision for loss on interest repayment Guarantee deposits received Other Total liabilities Net assets Non-current liabilities Shareholders’ equity Share capital Capital surplus Legal capital surplus Other capital surplus Retained earnings Legal retained earnings Other retained earnings General reserve Retained earnings brought forward Treasury shares Valuation and translation adjustments Valuation difference on available-for-sale securities Deferred gains or losses on hedges Total net assets Amount 1,213,752 245,524 247,460 133,480 300 55,000 466,000 6,822 364 3,691 20,416 8,663 5,110 6,979 730 2,202 70 5,784 132 5,018 1,774,423 478,000 999,219 149,266 335 2,140 7,993 118,368 16,650 2,129 320 2,988,176 435,218 75,929 84,036 82,497 1,539 337,705 3,020 334,685 297,455 37,230 (62,453) 21,521 21,455 65 456,739 Total assets 3,444,915 Total liabilities and net assets 3,444,915 Note: Amounts of less than one million yen are omitted.- 22 – Non-consolidated Statement of Income (From April 1, 2021 to March 31, 2022) (Millions of yen) Amount Operating revenue Account item Income from the payment business Revenue from credit card business Revenue from credit card cash advance Revenue from term loans Revenue from business agency Revenue from the payment-related business Income from the lease business Income from the finance business Revenue from credit guarantee Revenue from finance-related business Income from the real estate-related business Revenue from the real estate-related business Cost of sales for the real estate-related business Financial revenue Total operating revenue Operating expenses Selling, general and administrative expenses Financial expenses Interest expenses Other Total operating expenses Operating profit Non-operating income Non-operating expenses Ordinary profit Extraordinary income Gain on sale of investment securities Extraordinary losses Loss on valuation of investment securities Loss on disposal of non-current assets Loss on valuation of shares of subsidiaries and associates Loss on liquidation of subsidiaries and associates Profit before income taxes Income taxes – current Income taxes – deferred Profit Note: Amounts of less than one million yen are omitted. 131,486 25,694 403 27,598 10,980 13,406 25,729 25 1 9,362 2,018 2,032 675 394 50 23 12,574 (3,173) 196,163 11,907 39,135 23 5,187 252,416 219,371 11,381 230,752 21,663 9,131 374 30,421 2,032 1,143 31,310 9,400 21,909 – 23 – Balance as of April 1, 2021 75,929 82,497 1,576 84,073 3,020 274,455 44,684 322,159 (62,524) 419,638 Non-consolidated Statement of Changes in Equity (From April 1, 2021 to March 31, 2022) Capital surplus Shareholders’ equity Share capital Legal capital surplus Other capital surplus Total capital surplus Legal retained earnings (Millions of yen) Retained earnings Other retained earnings General reserve Retained earnings brought forward Total retained earnings Treasury shares Total share-holders’ equity 671 671 671 75,929 82,497 1,576 84,073 3,020 274,455 45,355 322,830 (62,524) 420,309 (36) (36) 23,000 (23,000) – (7,035) 21,909 (7,035) 21,909 – (7,035) 21,909 (0) (0) 71 34 – – – (36) (36) – 23,000 (8,125) 14,874 70 14,908 75,929 82,497 1,539 84,036 3,020 297,455 37,230 337,705 (62,453) 435,218 Valuation and translation adjustments Valuation difference on available-for-sale securities 22,187 Deferred gains or losses on hedges Total valuation and translation adjustments 22,044 Total net assets 22,044 (523) (523) 21,521 441,683 671 442,354 – (7,035) 21,909 (0) 34 (523) 14,385 456,739 Cumulative effects of changes in accounting policies Restated balance Changes during period Provision of general reserve Dividends of surplus Profit Purchase of treasury shares Disposal of treasury shares Net changes in items other than shareholders’ equity Total changes during period Balance as of March 31, 2022 Balance as of April 1, 2021 Cumulative effects of changes in accounting policies Restated balance Changes during period Provision of general reserve Dividends of surplus Profit Purchase of treasury shares Disposal of treasury shares Net changes in items other than shareholders’ equity 22,187 (731) (731) Total changes during period Balance as of March 31, 2022 Note: Amounts of less than one million yen are omitted. 21,455 (142) (142) 208 208 65 – 24 –