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: 8253 Date of sending by postal mail: June 1, 2023 Start date of measures for electronic provision: May 24, 2023

To Our Shareholders with Voting Rights

Katsumi Mizuno

Representative, Executive President and COO

Credit Saison Co., Ltd.

1-1,Higashi-Ikebukuro3-chome,Toshima-ku, Tokyo

NOTICE OF THE 73RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 73rd Ordinary General Meeting of Shareholders of Credit Saison Co., Ltd. (the "Company") to be held as stated below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on each of the following websites. Please access any of the websites to view the information.

The Company's website: https://corporate.saisoncard.co.jp/ir/meeting/ (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/8253/teiji/ (in Japanese)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Access the TSE website by using the Internet address shown above, enter "Credit Saison" in "Issue name (company name)" or the Company's securities code "8253" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

If you are unable to attend the meeting, you can exercise your voting rights either via the Internet or in writing (by postal mail). Please exercise your voting rights by 5 p.m. on Tuesday, June 20, 2023 (JST) after considering the "REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS."

  1. Date and Time: Wednesday, June 21, 2023 at 10 a.m. (JST)
  2. Place: Providence Hall, 2nd Floor, Tokyo Prince Hotel 3-1,Shiba-Koen3-chome,Minato-ku, Tokyo
  3. Agenda of the Meeting: Matters for reporting:
    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 73rd Fiscal Year (from April 1, 2022 to March 31, 2023)
    2. Non-consolidatedFinancial Statements for the 73rd Fiscal Year (from April 1, 2022 to March 31, 2023)

- 1 -

Matters for resolution:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendment to the Articles of Incorporation

Proposal No. 3: Election of Twelve (12) Directors

Proposal No. 4: Election of Three (3) Audit & Supervisory Board Members

Proposal No. 5: Election of One (1) Substitute Audit & Supervisory Board Member

  1. Matters Related to the Exercise of Voting Rights
    1. If you exercise your voting rights both via the Internet and in writing (by postal mail), only the vote via the Internet will be counted as valid.
    2. If you exercise your voting rights via the Internet multiple times, only the final vote will be counted as valid.
    3. If you do not indicate "Approval," "Disapproval" or "Abstention" for each of the proposals when exercising your voting rights in advance in writing (by postal mail), you will be deemed to have approved the proposal.
    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.
  2. Other Matters Related to This Notice:
    - With the enforcement of the system for providing informational materials for general meeting of shareholders in electronic format due to the revision of the Companies Act, shareholders' access to the informational materials for the general meeting of shareholders has been changed from print media to the website-viewing in principle.
    - In the event of any modification to the matters for which measures for providing information in electronic format are to be taken, a notice will be posted on each of the aforementioned websites, wherein the matters both before and after the modification are stated.
    - Paper-based documents stating matters for which measures for providing information in electronic format are to be taken are sent to shareholders who have requested the delivery of paper-based documents, however, those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation.
    1. "The Systems to Ensure Appropriate Operations" and "Outline of the Situation Concerning the Operation of the Systems to Ensure Appropriate Operations" from the Business Report
    2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" from the Consolidated Financial Statements
    3. "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" from the Non-consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements included in this document are part of the documents audited by the Accounting Auditor and by the Audit & Supervisory Board Members in preparing the Report of Financial Audit and the Report of Audit, respectively.

The Notice of Resolutions for this General Meeting of Shareholders will be posted on the Company's website (https://corporate.saisoncard.co.jp/ir/meeting/) (in Japanese).

- 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 73rd 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 ¥70 of dividends per share of common stock of the Company to the shareholders.

Thus, the total of the dividends to be paid will be ¥10,948,444,780.

(Reference) The year-end dividend will increase by ¥15 per share from the previous fiscal year.

  1. Effective date of dividends from surplus June 22, 2023

2. Matters relating to the appropriation of other retained earnings

(1) Retained earnings item to be increased and the amount of increase

General reserve

¥19,000,000,000

(2) Retained earnings item to be decreased and the amount of decrease

Retained earnings brought forward

¥19,000,000,000

- 3 -

Proposal No. 2: Partial Amendment to the Articles of Incorporation

1. Reasons for the Proposals

In order to respond to the diversification of our business activities, we propose to add a new purpose to Article 2 (Purpose) of the current Articles of Incorporation.

2. Contents of the amendment Details of the changes are as follows.

(Underlined sections indicate the changes.)

Current Articles of Incorporation

Planned Amendments

CHAPTER I

CHAPTER I

GENERAL PROVISIONS

GENERAL PROVISIONS

(Purpose)

(Purpose)

Article 2

Article 2

The purpose of the Company shall be to engage in the

The purpose of the Company shall be to engage in the

following businesses:

following businesses:

1. - 24.

(Omitted)

1. - 24.

(Unchanged)

25. Financial instruments intermediary business

25. Financial instruments business andfinancial instruments

intermediary business

26. - 31.

(Omitted)

26. - 31.

(Unchanged)

- 4 -

Proposal No. 3: Election of Twelve (12) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, to strengthen the management system, the number of Directors will be increased by three (3), and the Company proposes the election of twelve (12) Directors including five (5) Outside Directors (four (4) Independent Outside Directors).

Of the candidates for Director, Kosuke Kato is an additional member for the purpose of smoothly promoting the business alliance with Suruga Bank Ltd. (hereinafter "Suruga Bank") based on a capital and business alliance agreement (hereinafter "Alliance Agreement") concluded on May 18, 2023 between the Company and Suruga Bank. Under the Alliance Agreement, for the purpose of increasing the effectiveness of this business alliance, it is planned that the Company shall subscribe to a third-party allotment of shares of Suruga Bank by a disposal of that bank's treasury shares and also the Company shall conduct a disposal of its treasury shares through a third-party allotment with Suruga Bank as the allottee. Mr. Kato's appointment shall only come into effect upon the condition that payment for the disposal of treasury shares via third-party allotment, which was resolved at the Company's Board of Directors meeting held on May 18, 2023, to Suruga Bank has been completed and the effective date of payment (scheduled date is July 3, 2023) has arrived. For details of the business alliance between the Company and Suruga Bank and the respective third-party allotments mentioned above based on the Alliance Agreement, please see the news release "Notice Regarding Capital and Business Alliance Between Credit Saison Co., Ltd. and Suruga Bank Ltd." announced on the Company's website (https://corporate.saisoncard.co.jp/newsrelease/) on May 18, 2023.

The Nomination & Remuneration Committee, of which Independent Outside Directors constitute the majority, deliberates on the selection of candidates for Directors, and the Board of Directors makes the decision.

The candidates for Director are as follows:

Number of

Board of

Candidate

Directors

No.

Name

Gender

Title

Area of Responsibility

Meetings

Attributes

Attended

during the

Current

Fiscal Year

Representative,

Corporate strategy, branding,

1

Hiroshi Rinno

Male

comprehensive life services group

Reelection

20 / 20

Chairman and CEO

strategy

Representative,

Overall management execution,

2

Katsumi Mizuno

Male

global strategy

Reelection

20 / 20

Executive President

Head of Corporate Planning Dept.,

and COO

Finance Division

Representative,

Special assignments, finance group

3

Naoki Takahashi

Male

strategy

Reelection

20 / 20

Executive Vice

Head of Public Relations Office,

President and CHO

Audit Office

Processing & Operation strategy

Director, Senior

Head of General Affairs Dept.,

4

Yoshiaki Miura

Male

Managing

Credit Division, Corporate Risk

Reelection

20 / 20

Executive Officer

Management Dept.,

In charge of Leasing Business Dept.

- 5 -

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Credit Saison Co. Ltd. published this content on 23 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2023 23:55:02 UTC.