Mitsubishi HC Capital : OTHER MATTERS SUBJECT TO THE ELECTRONIC PROVISION MEASURES FOR THE 53rd ANNUAL GENERAL MEETING OF SHAREHOLDERS(MATTERS OMITTED FROM DOCUMENTS DELIVERED TO SHAREHOLDERS)

This is an excerpt translation of the Japanese original. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

OTHER MATTERS SUBJECT TO THE ELECTRONIC PROVISION MEASURES FOR THE 53rd ANNUAL GENERAL MEETING OF SHAREHOLDERS (MATTERS OMITTED FROM DOCUMENTS DELIVERED TO SHAREHOLDERS)

Matters concerning the Status of the Group

Changes in assets and income (loss)

Principal business

Locations

Status of employees

Main lenders

Other important matters concerning the status of the Group

Matters concerning the Company's shares

Matters concerning share acquisition rights

Matters concerning the Company's officers

Overview of limited liability agreements

Matters concerning directors and officers liability insurance agreement

Matters concerning Outside Director

Status of the accounting auditor

System for ensuring appropriate business operation and overview of

its operating status

Consolidated statement of changes in equity Notes on consolidated financial statements Non-consolidated statement of changes in equity Notes on non-consolidated financial statements

(April 1, 2023 to March 31, 2024)

Mitsubishi HC Capital Inc.

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Matters concerning the Status of the Group

Changes in assets and income (loss)

1. Changes in assets and income (loss) of the Group

					(Millions of yen)
Category		FY2020	FY2021	FY2022	FY2023
	53rd term
	50th term	51st term	52nd term
		(Current fiscal year)
Revenues		947,658	1,765,559	1,896,231	1,950,583
Recurring income		64,968	117,239	146,076	151,633
Net income attributable	to	55,314	99,401	116,241	123,842
owners of the parent
Earnings per share		¥62.07	¥69.24	¥80.95	¥86.30
Total assets		6,014,896	10,328,872	10,726,196	11,149,858
Total equity		817,906	1,333,467	1,551,029	1,705,345

(Notes) 1. Effective from the 51st term, the Company changed its accounting policies for "Method for How to Post Releasing Revenues in Lease Transactions," "Method for Posting Lease Transactions as Finance," and "Method for Posting Deferred Assets (Bond Issuance Cost)," and the new accounting policies have been retrospectively applied to the figures of the 50th term.

1. 2. A performance-based stock compensation plan has been introduced effective from this fiscal year under review. Company shares held in a trust as part of a performance-based stock compensation plan are included in the number of treasury shares deducted in the calculation of the weighted average number of shares outstanding for the purpose of calculating earnings per share.

2. Changes in assets and income (loss) of the Company

				(Millions of yen)
				FY2023
Category	FY2020	FY2021	FY2022	53rd term
50th term	51st term	52nd term	(Fiscal year under
				review)
Revenues	492,019	838,475	764,506	755,707
Recurring income	61,392	34,008	79,910	73,293
Net income	63,399	51,584	82,204	82,798
Earnings per share	¥71.14	¥35.93	¥57.24	¥57.70
Total assets	4,181,294	5,700,025	5,317,966	4,963,571
Total equity	557,554	880,601	881,212	851,108

(Notes) 1. Effective from the 51st term, the Company changed its accounting policies for "Method for How to Post Releasing Revenues in Lease Transactions," "Method for Posting Lease Transactions as Finance," and "Method for Posting Deferred Assets (Bond Issuance Cost)," and the new accounting policies have been retrospectively applied to the figures of the 50th term.

2. A performance-based stock compensation plan has been introduced from this fiscal year under review. Company shares held in a trust as part of a performance-based stock compensation plan are included in the number of treasury shares deducted in the calculation of the weighted average number of shares outstanding for the purpose of calculating earnings per share.

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Principal business

The Group consists of the Company, its 437 subsidiaries and 89 affiliates. Other affiliated companies include Mitsubishi Corporation and Mitsubishi UFJ Financial Group, Inc.

The Group is conducting its business in the seven segments of "Customer Solutions," "Global Business," "Environment & Energy," "Aviation," "Logistics," "Real Estate," and "Mobility."

The main businesses of each reportable segment are as follows.

Reportable segments	Main business
	Finance solutions business for companies and government agencies, energy-saving
Customer Solutions	solutions business, sales finance business provided through collaboration with
	vendors, real estate leasing business, and financial service business
Global Business	Finance solutions business and sales finance business in partnership with vendors in
Europe, the Americas, China and ASEAN region
Environment & Energy	Renewable energy business, environment-related finance solutions business
Aviation	Aircraft leasing business, aircraft engine leasing business
Logistics	Marine container leasing business, railway freight car leasing business
Real Estate	Real estate financing business, real estate investment business, real estate asset
management business
Mobility	Auto leasing business and supplementary services

In accordance with the organizational changes effective April 1, 2023, the name of the reportable segment "Environment, Energy & Infrastructure" was changed to "Environment & Energy" from the current fiscal year.

Locations

1. The Company

Head Office Chiyoda-ku, Tokyo

Branches, etc. Nishi-Shimbashi Office, Nagoya Office, Akasaka Office, Makuhari Office, Osaka Office, Hokkaido Branch (Sapporo), Tohoku Branch (Sendai), Omiya Branch, Greater Tokyo Business Department No.4 (Shinjuku), Yokohama Branch, Kariya Business Department, Hamamatsu Branch, Kyoto Branch, Chushikoku Branch (Hiroshima), Kyushu Branch (Fukuoka)

1. Subsidiary

As listed in "Status of major subsidiaries" of the Business Report.

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Status of employees

Status of Group employees

Segment name	Number of employees
Customer Solutions	2,505 (down 122 from the end of the previous fiscal year)
Global Business	4,131 (down 147 from the end of the previous fiscal year)
Environment & Energy	165 (down 9 from the end of the previous fiscal year)
Aviation	229 (up 17 from the end of the previous fiscal year)
Logistics	167 (down 16 from the end of the previous fiscal year)
Real Estate	229 (up 41 from the end of the previous fiscal year)
Mobility	294 (up 63 from the end of the previous fiscal year)
Company-wide (common)	704 (down 51 from the end of the previous fiscal year)
Total	8,424 (down 224 from the end of the previous fiscal year)

(Notes) 1. The number of employees excludes those dispatched from the Group to outside companies but includes those dispatched from outside companies to the Group.

2. The employees indicated as Company-wide (common) belong to administrative divisions, which cannot be classified in any specific segment.

Main lenders

Lender

MUFG Bank, Ltd.

Mizuho Bank, Ltd.

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Trust Bank, Limited

The Norinchukin Bank

Amount

Millions of yen

1,395,572

471,228

415,051

252,357

224,795

Other important matters concerning the status of the Group

None.

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Matters concerning the Company's shares

(1)	Total number of authorized	4,800,000,000
	shares
(2)	Total number of issued shares	1,437,107,690

(Excluding 29,804,554 treasury shares.)

Ownership of the Company's shares (Reference)

Treasury

Individuals/

shares

Others

2.0%

17.4%

Foreign

nationals

Financial

18.4%

institutions

24.7%

(3)	Number of shareholders	414,207			Other							Securities
					corporations
											companies
(4)	Major shareholders				35.0%
							2.5%
	Name				Shares held			Ownership (Note)
Mitsubishi Corporation				264,044,396	shares	18.37%
Mitsubishi UFJ Financial Group, Inc.				208,345,981	shares	14.49%
The Master Trust Bank of Japan, Ltd. (Trust Account)				125,617,500	shares	8.74%
Custody Bank of Japan, Ltd. (Trust Account)				65,927,600	shares	4.58%
MUFG Bank, Ltd.				50,348,620	shares	3.50%
Mitsubishi UFJ Trust and Banking Corporation				28,431,000	shares	1.97%
Meiji Yasuda Life Insurance Company				27,990,390	shares	1.94%
STATE STREET BANK WEST CLIENT - TREATY 505234	16,345,263	shares	1.13%
JP MORGAN CHASE BANK 385632				12,019,701	shares	0.83%
Tokio Marine & Nichido Fire Insurance Co., Ltd.				11,419,725	shares	0.79%

(Note) Treasury shares (29,804,554 shares) are excluded when calculating ownership.

1. Other important matters concerning the Company's shares
   None.

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Matters concerning share acquisition rights

1. Overview of share acquisition rights, etc. delivered as compensation for execution of duties and held by officers of the Company on the last day of current fiscal year

	Number of
	holders		Type and		Amount of
	Directors of				Major
	the Company		number of	Amount to	assets to be
	(excluding	Number of	shares to be	contributed	Share acquisition	conditions to
Name	be paid for
Directors who	share	delivered upon	upon	exercise
(Date of resolution	are Audit &	acquisition	exercising	share	exercising	rights exercise	share
on issuance)	Supervisory	rights	share	acquisition	share	period	acquisition
	rights
	Committee		acquisition	acquisition		rights
	Members and		rights		rights
	Outside
	Directors)
9th share			Common			October 14,
acquisition rights	1	307	shares of the	¥566 per	¥1 per share	2017 to	(*)
(September 27,			Company	share		October 13,
2017)			30,700 shares			2047
10th share			Common	¥590 per		July 14, 2018
		shares of the
acquisition rights	1	248	¥1 per share	to July 13,	(*)
(June 28, 2018)			Company	share		2048
		24,800 shares
11th share			Common	¥513 per		July 13, 2019
		shares of the
acquisition rights	1	321	¥1 per share	to July 12,	(*)
(June 25, 2019)			Company	share		2049
		32,100 shares
12th share			Common	¥424 per		July 16, 2020
		shares of the
acquisition rights	1	323	¥1 per share	to July 15,	(*)
(June 24, 2020)			Company	share		2050
		32,300 shares
13th share			Common	¥499 per		July 16, 2021
		shares of the
acquisition rights	3	880	¥1 per share	to July 15,	(*)
(June 25, 2021)			Company	share		2051
		88,000 shares
14th share			Common	¥511 per		July 16, 2022
		shares of the
acquisition rights	4	1,150	¥1 per share	to July 15,	(*)
(June 28, 2022)			Company	share		2052
		115,000 shares

Notes: 1. In addition to exercising rights within the exercise period, share acquisition rights holders may execute their share acquisition rights only for the period until five years elapse from the one-year anniversary of the day following the day of losing their position as either Director or Executive Officer.

1. 2. Other conditions shall be stipulated in the "Agreement for Allotment of Share Acquisition Rights" entered into between the Company and the share acquisition rights holders.

2. Overview of share acquisition rights, etc. delivered as compensation for execution of duties of the Company Executive Officers, etc. during current fiscal year
   None.
3. Other important matters related to share acquisition rights, etc.

None.

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Matters concerning the Company's officers

Overview of limited liability agreements

The Company has entered into limited liability agreements with non-Executive Directors, namely Takahiro Yanai, Hiroyasu Nakata, Yuri Sasaki, Takuya Kuga, Akira Hamamoto, Koichiro Hiraiwa, Hiroko Kaneko, and Masayuki Saito, as described below.

• In the event that a non-Executive Director is liable to the Company as a result of negligence in their duties, that liability shall be limited to the minimum liability set forth in Article 425, Paragraph 1 of the Companies Act.
• The above limitation is recognized only when the non-Executive Director performed the duty in question in good faith and without gross negligence.

Matters concerning directors and officers liability insurance agreement

The Company plans to enter into a directors and officers liability insurance agreement as provided for in Article 430, Paragraph 3, Item 1 of the Companies Act with an insurance company. The agreement will cover losses incurred from damages compensation, legal fees, etc. in cases where an insured receives a claim for damages from a shareholder or third party. In addition, as a measure to ensure that the lawfulness of the execution of duties of the insured person is not compromised, the following losses, etc. are excluded from coverage.

1. Damage arising from the fact that the insured illegally obtains private gain or benefit
2. Damage arising from criminal acts of the insured
3. Damage arising from the insured's acts committed with the knowledge that they violate laws or regulations

The insureds under this agreement are the Directors, Directors who are Audit & Supervisory Committee Members, Audit & Supervisory Board Members, and Executive Officers, etc. of the Company and its subsidiaries in Japan. There is no insurance premium to be paid by the insureds.

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Matters concerning Outside Directors

1. Concurrent positions of executive Directors, etc. at other corporations, etc. and the Company's relationships to those corporations, etc.

Category	Name	Other corporation	Concurrent position	Relationship to the other corporation, etc.
				There is a trade relationship such as lease
		Mitsubishi	Executive Vice	agreements between the Company and
Director	Takuya Kuga	Mitsubishi Corporation. Mitsubishi
Corporation	President
		Corporation is a major shareholder of the
				Company.
Director				There is no significant trade or other
(Audit &	Koichiro Hiraiwa	Dream Estate Tokyo	Representative
Supervisory	relationship between the Company and
Inc.	Director
Committee		Dream Estate Tokyo Inc.
Member)

1. Concurrent positions of Outside Officers at other corporations, etc. and the Company's relationships to those other corporations, etc.

Category	Name	Other corporation	Concurrent position	Relationship to the other corporation, etc.
				There is a trade relationship such as lease
		Meiji Yasuda Life		agreements between the Company and
Director	Yuri Sasaki	Outside Director	Meiji Yasuda Life Insurance Company.
Insurance Company	Also, Meiji Yasuda Life Insurance
				Company is a shareholder of the Company
				holding 1.94% of its shares.
		Kanagawa Chuo	Outside Director	There is no significant trade or other
		(Audit & Supervisory	relationship between the Company and
		Kotsu Co., Ltd.
Director		Committee Member)	Kanagawa Chuo Kotsu Co., Ltd.
(Audit &	Hiroko Kaneko	Development Bank	Outside Audit &	There is a trade relationship such as
Supervisory	Supervisory Board	borrowing funds between the Company
of Japan Inc.
Committee		Member	and Development Bank of Japan Inc.
Member)
	Shin-Etsu Chemical	Outside Audit &	There is a trade relationship such as lease
		Supervisory Board	agreements between the Company and
		Co., Ltd.
		Member	Shin-Etsu Chemical Co., Ltd.

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3) Main activities

Category	Name	Attendance at meetings			Main activities
Director	Hiroyasu	Board of Directors	Leveraging his deep knowledge as a legal expert, Hiroyasu Nakata
	Nakata	meetings: 15/15	provides comments as necessary and appropriate when proposals
		Governance Committee :	are discussed. In so doing, he contributes to proper decision-making
		6/6	by the Board of Directors, etc. and supervision of management in
		Nomination Committee :	general.
		6/6
		Compensation Committee :
		7/7
Director	Yuri Sasaki	Board of Directors	Leveraging her academic knowledge as a university professor, Yuri
		meetings: 15/15	Sasaki provides comments as necessary and appropriate when
		Governance Committee :	proposals are discussed based on her exceptional knowledge and
		6/6	abundant experience as a researcher on international finance. In so
		Nomination Committee :	doing, she contributes to proper decision-making by the Board of
		Directors, etc. and supervision of management in general.
		6/6
		Compensation Committee :
		7/7
Director	Takuya Kuga	Board of Directors	Leveraging his extensive management experience and high level of
		meetings: 13/15	insight into domestic and foreign business from working at a leading
		Governance Committee :	Japanese general trading company, Takuya Kuga provides
		6/6	comments as necessary and appropriate from a practical standpoint
		Nomination Committee :	when proposals are discussed. In so doing, he contributes to proper
		decision-making by the Board of Directors, etc. and supervision of
		6/6
		management in general.
		Compensation Committee :
		7/7
Director	Koichiro	Board of Directors	Leveraging his experience with Japan's central bank and a leading
(Audit &	Hiraiwa	meetings: 15/15	Japanese telecommunications company, as well as his extensive
Supervisory		Audit & Supervisory	expertise in managing major hotels, Koichiro Hiraiwa conducts
Committee		Committee : 15/15	audits from a neutral and objective standpoint and provides
Member)		Governance Committee :	comments	as	necessary	and	appropriate	when proposals are
		discussed. In so doing, he contributes to ensuring the soundness of
		6/6
		the Company's management.
		Nomination Committee :
		6/6
		Compensation Committee :
		7/7
Director	Hiroko Kaneko	Board of Directors	Leveraging her vast experience at a leading auditing firm and as a
(Audit &		meetings: 15/15	university professor, as well as her in-depth knowledge as an
Supervisory		Audit & Supervisory	accounting expert, Hiroko Kaneko conducts audits from a neutral
Committee		Committee : 15/15	and objective standpoint and provides comments as necessary and
Member)		Governance Committee :	appropriate	when proposals	are discussed. In	so	doing, she
		contributes	to	ensuring	the	soundness	of	the	Company's
		6/6
		management.
		Nomination Committee :
		6/6
		Compensation Committee :
		7/7

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Category	Name	Attendance at meetings		Main activities
Director	Masayuki Saito	Board of Directors	Leveraging his extensive management experience and his expertise
(Audit &		meetings: 14/15	on finance and accounting departments from a leading Japanese
Supervisory		Audit & Supervisory	manufacturer, Masayuki Saito conducts audits from a neutral and
Committee		Committee : 15/15	objective standpoint and provides comments as necessary and
Member)		Governance Committee :	appropriate	when proposals	are discussed.	In so	doing, he
		contributes	to ensuring the	soundness of	the	Company's
		6/6
		management.
		Nomination Committee :
		6/6
		Compensation Committee :
		6/7

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