Note: This English translation is only a part of the Notice of Convocation of the 27th Ordinary General Meeting of Shareholders in Japanese original, especially does not include the translation of the annex (the Business Report, the Financial Statements (consolidated and non-consolidated), and the Independent Auditors' Report and the Company's Audit and Supervisory Committee Report). In addition, 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: 8789)

December 1, 2021

To Our Shareholders:

Nobumitsu Tamai

President and CEO

FinTech Global Incorporated

Meguro Central Square, 15th Floor,

3-1-1, Kamiosaki, Shinagawa-ku,

Tokyo 141-0021, Japan

NOTICE OF CONVOCATION OF

THE 27TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified of the 27th Ordinary General Meeting of Shareholders of FinTech Global Incorporated (hereafter, "FGI" or "the Company"). Details of the meeting are given below.

Some of the proposals for the Meeting require a quorum to be met for resolution. In the event that you don't attend the Meeting, you can exercise your voting rights in either of the following ways.

Before exercising your voting rights please review Reference Documents for General Meeting of Shareholders on pages 4 to 18.

[In the case of voting by post]

Please indicate your approval or disapproval for the proposals in the enclosed Voting Right Exercise Form and return it by post. The form must arrive at the Company no later than 5:30 p.m., Monday, December 20, 2021.

[In the case of voting via the Internet]

Please access the Voting Right Exercise Website designated by the Company (https://soukai.mizuho- tb.co.jp/) and follow the instructions on the screen to enter your votes of approval or disapproval so that they are received no later than 5:30 p.m., Monday, December 20, 2021.

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1. Date and Time Tuesday, December 21, 2021 at 10:00 a.m. (Reception opens at 9:00 a.m.)

2. Place

Hall B7, Tokyo International Forum,

3-5-1, Marunouchi, Chiyoda-ku, Tokyo

3. Agenda

Matters to be reported

  1. Report on the Business Report, the Consolidated Financial Statements, and the Independent Auditors' Report and the Company's Audit and Supervisory Committee Report on the Consolidated Financial Statements for the 27th Business Term (from October 1, 2020, to September 30, 2021)
  2. Report on the Non-consolidated Financial Statements for the 27th Business Term (from October 1, 2020, to September 30, 2021)

Matters to be Resolved:

Proposal No. 1 Election of Three (3) Directors (other than Directors who are Audit and Supervisory Committee Members)

Proposal No. 2 Election of Two (2) Directors who are Audit and Supervisory Committee Members Proposal No. 3 Election of One (1) substitute Director who is an Audit and Supervisory Committee

Member

Proposal No. 4 Authorization for the Board of Directors to finalize subscription matters for share warrants to be issued as stock options to the Company's employees and its subsidiaries' Directors and employees

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  • For those attending, please submit the enclosed Voting Right Exercise Form at the reception upon your arrival.
  • Any changes to the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements will be posted on the Company's website (http://www.fgi.co.jp/).

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4. Guidance on Exercise of Voting Right

In-person attendance at General Meeting of Shareholders

Please submit the enclosed Voting Right Exercise Form to the reception at the venue. Date and time of the Meeting: 10:00 a.m., Tuesday, December 21, 2021 (Reception opens at 9:00 a.m.)

Exercising voting right in writing (post)

Please indicate your approval or disapproval for the proposals in the enclosed Voting Right Exercise Form after reviewing the attached Reference Documents for General Meeting of Shareholders and return it by post. It is advisable to exercise your voting rights at your earliest convenience since only forms that are received by the shareholder registry administrator of the Company by the exercise deadline of 5:30 p.m., Monday, December 20, 2021, are valid.

Exercising voting right online

Please enter your votes of approval or disapproval after reviewing the attached Reference Documents for General Meeting of Shareholders.

Exercise deadline: to be received no later than 5:30 p.m., Monday, December 20, 2021.

(1) Exercising voting right by proxy

If you are unable to attend the meeting in person, you are entitled to designate designate another shareholder of the Company with voting rights as your proxy. If you wish to do this, a document certifying power of proxy must be submitted.

(2) Voting right exercised in duplicate both by the voting form (post) and via the Internet

If you exercise your voting right in duplicate both by the voting form (post) and via the Internet, only your vote via the Internet will be deemed valid.

(3) Voting right exercised via the Internet twice or more

If you exercise your voting right multiple times via the Internet, only your final vote will be deemed to be valid. Also, if you exercise your voting right in duplicate by personal computer and smartphone, only your final vote will be deemed to be valid.

For those attending in person, procedures for posting the Voting Right Exercise Form or exercising your voting right via the Internet are irrelevant.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Matters

Proposal No. 1: Election of Three (3) Directors (other than Directors who are Audit and Supervisory Committee Members)

The terms of office of all four (4) Directors (other than Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of the Meeting. Accordingly, the Company proposes the election of three (3) Directors (other than Directors who are Audit and Supervisory Committee Members).

The candidates for Director (other than the Director who is Audit and Supervisory Committee Member) are as follows:

No.

Name

Current Position and Responsibility at the

Attendance

Term of

Company

at Board of

Office

Directors

Meetings

1

Nobumitsu

Reappointed

President and CEO

20/20

27 years

Tamai

Male

Head of Investment Banking Business Division

(100%)

Manager of Sales Promotion Group

2

Takashi Senda

Reappointed

Director, Assistant to President

15/16

1 year

Male

Vice in Charge of Accounting & Treasury

(94%)

(Note) 2

Department / Business Planning Department /

Human Resources & General Affairs Department

Deputy Manager of Human Resources & General

Affairs Department

3

Naoko Yoshioka

Reappointed

Director

16/16

1 year

Female

(100%)

(Notes) 1. The term of office is at the conclusion of this General Meeting of Shareholders.

  1. Mr. Takashi Senda held the office of Director (other than Director who is Audit and Supervisory Committee Member) from December 2017 to December 2019, and his cumulative term in office is 3 years.
  2. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430- 3, paragraph (1) of the Companies Act with an insurance company. This insurance policy covers the insured's losses (legal damages and court costs) incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured, including Directors, related to the operations. However, claims for damages arising from an insured's illegally obtaining personal gain or benefits and criminal acts, etc., shall not be subject to compensation. If each candidate is elected and assumes office as Director, he/she will be continuously insured under the insurance policy. When the policy is renewed, the Company plans to renew the policy with the same terms.

4

1.

Nobumitsu Tamai (Date of Birth: June 11, 1963)

Reappointed

Career summary and current position and responsibility at the Company:

Apr. 1986

Joined Orient Leasing Co., Ltd.

Oct. 2019

President and CEO, Head of

(currently ORIX Corporation)

Investment Banking Business

Dec. 1994

Founded the Company, President

Division of the Company

and CEO

Nov. 2019

Representative Director, FinTech

Jun. 2009

Representative Director, Public

M&A Solution Incorporated (current)

Finance Asset Management

Oct. 2021

President and CEO, Head of

Incorporated (current)

Investment Banking Business

Division, Head of Sales Promotion

Group of the Company (current)

Significant concurrent position:

Representative Director, Public Finance Asset Management Incorporated

Representative Director, FinTech M&A Solution Incorporated

No. of Company shares owned:

Term of office (at the conclusion of the Meeting):

10,095,500 shares

27 years

Reason to propose the candidate for re-election as Director:

Mr. Nobumitsu Tamai has driven the Company, which is a boutique investment bank specializing in structured finance to support the financial strategy of medium-sized and growing companies, since its foundation and has a record of achievement in growing the Company. He has contributed to the Company's increase in corporate value by realizing financing tailored to the needs of each of our clients and making investments in companies and businesses with high growth potential and excellent management capability. The Company has nominated him for re-election as a candidate for Director because he is expected to contribute to the whole FGI Group's further growth and improved corporate value with his abundant experience, insight and strong leadership.

Special interest between the candidate and the Company:

There is no special interest between Mr. Nobumitsu Tamai and the Company.

Attendance at Board of Directors Meetings held in the 27th business term (the year ended September 30, 2021):

20/20 (100%)

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FGI - FinTech Global Inc. published this content on 24 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 November 2021 06:59:04 UTC.