These documents have been translated from a part of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals 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 1417)
June 8, 2021
5-6-36 Toyosu, Koto-ku, Tokyo, Japan

To Our Shareholders:

MIRAIT Holdings Corporation

NAKAYAMA Toshiki
President and Chief Executive Officer

NOTICE OF THE 11TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 11th Ordinary General Meeting of Shareholders of MIRAIT
Holdings Corporation (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Right Exercise Form, or via the Internet website (https://evote.tr.mufg.jp/) after reviewing theReference Documents for the General Meeting of Shareholders described hereinafter. Please cast your voteby 5:30 p.m. on Wednesday, June 23, 2021 Japan time.
1. Time and Date: 10 a.m., Thursday, June 24, 2021 (Japan time)
2. Place:

Seventh floor conference room,
MIRAIT Holdings Corporation
5-6-36 Toyosu, Koto-ku, Tokyo, Japan(See the map of the location of the venue at the end of the document)

3. Meeting Agenda:
Matters to bereported:

1. The Business Report, Consolidated Financial Statements for the Company’s 11th
Fiscal Term (April 1, 2020 - March 31, 2021) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 11th Fiscal Term(April 1, 2020 - March 31, 2021)―1―

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendment of the Articles of Incorporation
Proposal No. 3: Election of 1 Directors
4. Matters Determined on the Convocation of the Meeting:(1) You may exercise your voting rights by proxy only in cases where the proxy is another shareholderof the Company. The proxy will be required to present written proof of their right of proxy.
(2) If you exercise your voting rights both in writing and via the Internet, the votes made via the Internet
shall prevail.
(3) If you exercise your voting rights multiple times via the Internet, the vote submitted last shall prevail.

5. Items Presented Online (Japanese Only):
The following items are posted on the Company’s website at (https://www.mirait.co.jp/[Japanese only]) in accordance with laws and regulations and the provisions of the Company’s
Articles of Incorporation. Therefore, these items are not included in the documents accompanying
this convocation notice.
(1) “Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in theConsolidated Financial Statements(2) “Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the
Non-Consolidated Financial Statements
Therefore, the Business Report, Consolidated Financial Statements, Non-Consolidated Financial
Statements audited by the Audit & Supervisory Board Members and Accounting Auditor comprisethe aforementioned items posted on the Company’s website in addition to the referential materials
included in the documents accompanying the NOTICE OF THE 11TH ORDINARY GENERALMEETING OF SHAREHOLDERS.
End〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
(Information)-Subsequent amendments to the Reference Documents for the General Meeting of Shareholders (if any) will be listed on the Company’s
website (https://www.mirait.co.jp/)―2―Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No.
1:

Appropriation of Surplus

The Company makes it a basic policy to pay dividends consistently commensurate to its latest businessperformance and the trend of dividend payout ratio. Additionally, its internal reserve is used for reinforcing
its financial position and for investing in business development to enhance its corporate value.
Based on such a policy, the appropriation of surplus shall be as follows.
Accordingly, the annual dividend including the interim dividend of 22.5 yen per share is 45 yen per share.
Term-End Dividends❶ Type of dividend property

Cash❷ Appropriation of dividend property toshareholders and total amount thereof

22.5 yen per share of common stock of the Company
Total amount: 2,291,458,748 yen❸ Effective date of dividend of surplus

June 25, 2021

―3―

Proposal No.
2:

Partial Amendment of the Articles of Incorporation

1. Reason for Proposal
The proposal is to make the necessary amendments to Article 2 (Purpose) of the current Articles ofIncorporation to enable the Company smoothly conduct business as the surviving company after the
integration of date due to the integration of the Company and the two operating companies (MIRAIT
Corporation and MIRAIT Technologies Corporation) that are wholly owned subsidiaries of theCompany scheduled to take place in FY2022.
2. Details of the Amendment
The details of the amendment are as follows.
(Amended sections are underlined.)
Current Articles of Incorporation

Proposed Amendment(Purpose)
Article 2The purpose of the Company is tocontribute to the advancement of informationand communications society by holding
shares or equity in companies engaged in thefollowing businesses, and leading thesecompanies by executing rights as ashareholder, providing necessary advice,influence and other guidance.

(Purpose)
Article 2The purpose of the Company is tocontribute to the advancement of informationand communications society by engaging in
the following businesses, holding shares or
equity in companies engaged in the following
businesses, and leading these companies byexecuting rights as a shareholder, providing
necessary advice, influence and otherguidance.
(1) through (21) (Unchanged)(1) through (21) (Provisions omitted)―4―Proposal No.
3:Election of One Director

The Company proposes to increase the number of Directors by one to enhance the transparency of theBoard of Directors and strengthen supervisory functions, and to elect said Director. The term of office of the
newly elected Director will be until the completion of the terms of office of the other Directors in office,pursuant to the provisions of the Company’s Articles of Incorporation.
The candidate for Director is as follows.

KAWARATANI Shinichi
Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

November 1988

President, Atlux Corporation (currently NOC Outsourcing & Consulting
Inc.)

October 1997

General Manager, Information and Communications Division, New York
Office, Nissho Iwai American Corporation
CEO, Entrepia Ventures, Inc.

November 1999
April 2007
New
election

OutsideIndepend
ent

Date of birthJune 26, 1955
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors―

April 2011

Assistant General Manager, Industrial Information Group, Sojitz
Corporation
Representative Director and President, Nissho Electronics Corporation

January 2014

Representative Director, VistaNet, Inc. (to present)

Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
KAWARATANI Shinichi has been involved in business investment and new businessdevelopment in the information and communications area for many years, and has
insight into the management of companies related to information and communications
such as his experience as the representative director and president of a company working
on IT solutions. Furthermore, he has also worked on the creation of a variety of new
businesses in Japan and abroad as a CEO of a venture capital company, and has extensive
experience in business overseas such as in the United States. His knowledge and insight
into the founding and operation of new businesses in Japan and abroad, and corporate
management of global business make him qualified for the supervision of the Group’s
management, and he has been nominated as a candidate for election as Outside Director
to improve transparency of the Board of Directors and strengthen its supervisory
functions because it is expected he can fulfill these roles.

Other notes concerning the candidate for Outside Director- No special interests exist between the candidate and the Company.
- KAWARATANI Shinichi is a candidate for Outside Director, and will be registered as an independent director in accordance with the provisions of―5―Tokyo Stock Exchange, Inc.
- Article 28 of the current Articles of Incorporation stipulates that the Company may conclude agreements with Directors (excluding executive directors,etc.) to limit liability for compensation for damages arising from failure to perform their duties, and the Company intends to conclude such an
agreement to limit liability with KAWARATANI Shinichi if he is elected. The content of the agreement is as follows.
In the event a Director (excluding executive directors, etc.) is liable to the Company for failing in his/her duties, liability shall be to the extent
of the minimum limit of liability under Article 425, Paragraph 1 of the Companies Act.
Recognition of the above limitation of liability is limited to the execution of duties causing the liability of the Director (excluding executive
directors, etc.) being in good faith and without gross negligence.
- The Company has concluded an officer liability insurance policy with an insurance company, and any liability related to the execution of duties by the
insured and any damages arising from claims seeking such liability are covered by the insurance policy. KAWARATANI Shinichi will be insured
under the insurance policy if he is elected. Furthermore, the insured does not bear any cost of insurance premiums. The policy will be renewed withthis content in October 2021.

―6―

[Reference] Director and Corporate Auditor Skill Matrix
In order to fulfill the roles and responsibilities of the Board of Directors, it comprises personnel withadequate knowledge and experience in their respective areas related to business management, regardlessof whether inside or outside the Company.
The expertise and experience required of the Directors and Corporate Auditors are as follows.

〇〇

HIRABARA Toshiyuki

〇

〇

〇

〇

IGARASHI Katsuhiko

〇

〇

〇

BABA Chiharu

〇

〇

〇
〇

Directors (Note)

〇

〇

〇

〇

〇

〇

〇

〇

YAMAMOTO Mayumi

Corporate Auditors

KAWARATANI Shinichi

〇

〇

〇

〇

SUZUKI Masatoshi

〇

〇

〇

〇

KIRIYAMA Manabu〇

SEKI Hiroshi〇〇

HOSOKAWA Masayoshi

〇

〇

〇
〇
〇

〇

〇

KATSUMARU Chiaki〇〇〇(ISHIKAWA Chiaki)(Note) Includes KAWARATANI Shinichi, who is a candidate for Director.
* The above list does not represent all of the knowledge and experience of each person.

―7―

〇

〇

Legal affairs, risk〇〇

governance

〇

〇
〇

〇

management, compliance andAOYAMA Kojifinance〇Financial accounting and〇

Personnel affairs, labor

TSUKAMOTO Masakazu〇

development〇〇

affairs and human resource

TOTAKE Yasushi

business〇

Development of new〇

Global businessTechnology, innovation, DX

Construction and operation of

YAMAMOTO Yasuhiro

facilities〇

communications and other

Sales and marketing〇business strategy

Corporate management and

NAKAYAMA Toshiki[Reference] Standard for Determining Independence
The Company believes that Outside Directors and Outside Corporate Auditors (hereinafter referred
to as “Outside Officers”) must have adequate independence to ensure the objectivity and transparency
required for appropriate governance.
The Company has stipulated the following standard for determining independence of Outside Officers
in the Company, and an Outside Officer (including candidates therefor; the same applies below) isdeemed to lack adequate independence if any of the following items apply.
1. A person originally from the Company or a consolidated subsidiary of the Company (hereinafterreferred to as “the Group”) (Note 1)
2. A major shareholder of the Company (Note 2)
3. An executive of a company, etc. that falls under any of the following:(1) A major business partner of the Group (Note 3)(2) A major lender to the Group (Note 4)(3) A company, etc. holding 10% or more of shares in the Group on a voting basis
4. A Certified Public Accountant who belongs to the auditing firm serving as the Group’s
Independent Auditor.
5. A consultant, accountant, tax accountant, attorney, judicial scrivener, patent attorney or otherexpert receiving a substantial amount (Note 5) of money or other property from the Group
6. A person who has received substantial donations from the Group (Note 6)
7. An executive of a company in a relationship mutually providing Outside Officers (Note 7)
8. A person whose close relative (Note 8) falls under any of items 1 through 7 above (limited to key
personnel (Note 9) with the exception of items 4 and 5)
9. A person to whom any of items 2 through 8 have applied in the past three years
10. Notwithstanding the provisions of the preceding items, a person who is deemed to have anotherconflict of interest with the Company
Note 1: A currently serving executive director, executive officer or other similar employee (hereinafter referred to as “executive”) or an executive
who has served in the Group at any time in the past.
Note 2: A major shareholder is a shareholder who, as of the end of the Company’s fiscal year, holds 10% or more of shares on a voting basis in
his/her own name or the name of another person.
If the major shareholder is an organization such as a corporation or a partnership, this refers to an executive of such organization.
Note 3: A major business partner is a purchaser or supplier of the Group whose annual transactions with the Group exceed 3% of the Company’s
consolidated sales or the supplier’s consolidated sales.
Note 4: A major lender is a financial institution from whom the Group borrows, and the balance of the borrowing exceeds 2% of the consolidated
total assets of the Company or the consolidated total assets of the financial institution as of the end of the Company’s fiscal year.
Note 5: A substantial amount is defined as follows according to the relationship with the provision of services by the expert.
(1) If the expert provides services to the Group as an individual, the consideration received from the Group is a substantial amount if it
exceeds 10 million yen per year.
(2) If the organization such as a corporation or partnership to which the expert belongs provides services to the Group, the consideration
received from the Group is a substantial amount if it exceeds 2% of the organization’s annual sales or total revenue. However, even if
2% is not exceeded, the amount is deemed to be a substantial amount if the amount received by the organization as consideration forservices provided with the direct involvement of the expert exceeds 10 million yen per year.
Note 6: A person who has received donations from the Group exceeding 10 million yen per year. If the party receiving the donations is anorganization such as a corporation or a partnership, this refers to a person who is directly involved in the research, education or otheractivities related to the donations.
Note 7: A relationship in which an executive of the Group is an outside director of another company, and an executive of the other company is―8―

an outside director of the Company.
Note 8: A close relative is a spouse or a relative within two degrees of relationship.
Note 9: Key personnel are directors and executive officers.

End―9―