Aiful : Notice of Convocation of the 45th Annual General Meeting of Shareholders

These documents have been translated from the Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code 8515)

May 30, 2022

To Shareholders with Voting Rights:

Mitsuhide Fukuda

President and Representative Director

AIFUL CORPORATION

381-1,Takasago-cho,Gojo-Agaru,

Karasuma-Dori,Shimogyo-ku, Kyoto

NOTICE OF CONVOCATION OF

THE 45TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

The 45th Annual General Meeting of Shareholders of AIFUL CORPORATION (the "Company" or "AIFUL") will be held for the purposes as described below.

Although the Meeting will be held upon implementation of preventive measures for the new coronavirus, all shareholders are asked to consider whether you will attend the Meeting that day, considering the state of the spread of the infection and your health condition.

Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter), follow the "Exercise of Voting Rights" (page 3) and "Instructions for Voting via the Internet, etc." (page 41), and cast your vote by 6 p.m. on Monday, June 20, 2022 Japan time.

1. Date and Time: Tuesday, June 21, 2022 at 10 a.m. Japan time

2. Place:	Third floor hall in the Head Office of the Company, located at
	381-1,Takasago-cho,Gojo-Agaru,Karasuma-Dori,Shimogyo-ku, Kyoto, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

45th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 45th Fiscal Year (April 1, 2021 - March 31, 2022)

Proposals to be resolved:

Proposal No. 1: Partial Amendments to the Articles of Incorporation

Proposal No. 2: Election of Five Directors (Excluding Directors Who Are Members of the Audit and Supervisory Committee)

Proposal No. 3: Election of One Director Who Is Audit and Supervisory Committee Member

Proposal No. 4: Compensation for Granting Restricted Stock to the Directors (Excluding Directors Who Are Members of the Audit and Supervisory Committee and Outside Directors)

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4. Disclosure on the Company's Website:

1. Of the matters to be included in this Notice pursuant to laws and regulations and Article 15 of the Articles of Incorporation of the Company, "Notes to Consolidated Financial Statements" and "Notes to Non-Consolidated Financial Statements", "Consolidated Statements of Change in Shareholders' Equity" and "Non-Consolidated Statements of Change in Shareholders' Equity" are disclosed on our website and therefore not included in this notice. Therefore, the attachment of this notice includes parts of consolidated financial statements and non-consolidated financial statements that were audited when Audit and Supervisory Committee and Accounting Auditor prepared their audit report respectively.
2. Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report, Non- Consolidated Financial Statements and Consolidated Financial Statements will be posted on the Company's website.
   The Company's website: https://www.ir-aiful.com/jp/investor/stock/meeting.html Please access for following link for English information: https://www.ir-aiful.com/en/investor/stock/meeting.html

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Exercise of Voting Rights

Following are the methods for exercising voting rights. Please review the Reference Documents for the General Meeting of Shareholders (on and after page 4), and exercise your voting rights.

• • Attending the Annual General Meeting of Shareholders
    Date and time of Annual General Meeting of Shareholders: 10 a.m. on Tuesday, June 21, 2022 Japan time (The reception desk is scheduled to open at 9 a.m.)
    Please submit the enclosed Voting Rights Exercise Form to the reception. (No need to be stamped) Additionally, please bring this Notice with you.
  • Exercise of Voting Rights by Mail
    Exercise deadline: Arrival by 6 p.m. on Monday, June 20, 2022 Japan time
    Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it without postage stamp.
  • Exercise of Voting Rights via the Internet, etc.
    Exercise deadline: Until 6 p.m. on Monday, June 20, 2022 Japan time
    Please access the designated voting rights exercise website and indicate your vote for or against the proposals by the exercise deadline.
    (The voting rights exercise website: https://www.web54.net) Please see the last page for details.
• If voting rights are exercised both in writing and via electromagnetic means (the Internet, etc.), the exercise of voting rights via electromagnetic means (the Internet, etc.) will be treated as valid.
• If voting rights are exercised multiple times via electromagnetic means (the Internet, etc.), the final exercise of voting rights will be treated as valid.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Partial Amendments to the Articles of Incorporation 1 Reasons for this Proposal

1. Change business purposes
   The Company proposes to change business purposes to Article 2 of the Proposed Amendments.
2. Implementation of the system for electronic provision of materials for general meetings of shareholders
   The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022, and the Company proposes the following amendments to the Company's Articles of Incorporation in preparation for the implementation of the system for electronic provision of materials for general meetings of shareholders.
3. 1. Article 15 of the proposed amendments stipulates that information that is the content of Reference Documents for the General Meeting of Shareholders, etc., shall be provided electronically, and establishes stipulations to limits on the scope of matters to be recorded in physical documents that are provided to shareholders who request provision of physical documents.
   2. As stipulations concerning Internet disclosure and deemed provision of reference documents for general meetings of shareholders (Article 15 of the current Articles of Incorporation (Internet disclosure and deemed provision of reference documents for shareholders)) will no longer be necessary, these shall be deleted.
   3. Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments and deletions above.

2 Contents of changes

The contents of the changes are as follows.

	(Underlined parts are amended.)
Current	Proposed Amendments
CHAPTER I. GENERAL PROVISIONS	CHAPTER I. GENERAL PROVISIONS
(Purposes)	(Purposes)
Article 2. (Omitted)	Article 2. (Same as current)
(1) to (9) (Omitted)	(1) to (9) (Same as current)

1. Advertisement business using Advanced(10) Advertisement business using prepaid payment

payment certificates in (8)	instruments in (8)
(11) to (77) (Omitted)	(11) to (77) (Same as current)

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Current	Proposed Amendments
CHAPTER III. GENERAL MEETING OF	CHAPTER III. GENERAL MEETING OF
SHAREHOLDERS	SHAREHOLDERS
(Internet disclosure and deemed provision of
reference documents for shareholders)
Article 15. In the convocation of general meetings of
shareholders, the Company may deem that it
has provided to shareholders information
concerning matters that must be displayed in	(Deleted)
the reference documents for general meetings
of shareholders, Business Report, Non-
Consolidated Financial Statements, and
Consolidated Financial Statements via Internet
disclosure in conformity with definitions
provided in the Ordinance of the Ministry of
Justice.
	(Measures for electronic provision, etc.)
(Newly established)	Article 15. In the convocation of general meetings
	of shareholders, the Company shall provide
	electronically information that is the content of
	Reference Documents for the General Meeting
	of Shareholders, etc.
	(2) Of the matters to which electronic provision
	measures apply, the Company may choose not
	to record all or part of matters stipulated in the
	Ordinance of the Ministry of Justice in the
	physical documents provided to shareholders
	who made requests for provision of physical
	documents by the record date for voting rights.
	Supplementary
(Newly established)	1. The amendment of Article 15 of the current
	Articles of Incorporation and Article 15
	(Measures for electronic provision, etc.) of the
	proposed amendments shall take effect from
	September 1, 2022 which is the date of
	enforcement of the revised stipulations
	stipulated in the proviso of Article 1 of the
	supplementary provisions of the Act Partially
	Amending the Companies Act (Act No. 70 of
	2019; the "Enforcement Date").
	2. Notwithstanding the provisions of the
	previous paragraph, Article 15 (Internet
	disclosure and deemed provision of reference
	documents for shareholders) of the current
	Articles of Incorporation shall remain valid
	for general meetings of shareholders held on
	a day that is within six months of the
	Enforcement Date.
	3. These supplementary provisions shall be
	deleted on the day after which six months
	have elapsed since the Enforcement Date or
	the day after which three months have elapsed
	since the day of the General Meeting of
	Shareholders in the previous paragraph,
	whichever is later.

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