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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Stock Exchange Code: 9438
December 2, 2016
To Shareholders with Voting Rights:
Toshihiro Maeta
President and Chief Executive Officer
MTI Ltd.
3-20-2 Nishi-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 21ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 21st Annual General Meeting of Shareholders of MTI Ltd. (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 or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Thursday, December 22, 2016, Japan time.
1. Date and Time:

December 23, 2016 (Friday, holiday) at 10:00 a.m. Japan time

2. Place:

Hall of Bellesalle Nishi-Shinjuku on the first floor of Sumitomo Fudosan NishiShinjuku Building No. 3, located at 15-3, Nishi-Shinjuku 4-chome, Shinjukuku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the Company’s
21st Fiscal Year (October 1, 2015 – September 30, 2016), results of audits by
the Accounting Auditor and the Board of Statutory Auditors of theConsolidated Financial Statements and Non-consolidated Financial
Statements for the Company’s 21st Fiscal Year
Proposals to be resolved:
Appropriation of surplus
Proposal 1:
Election of eight (8) directors
Proposal 2:
Election of one (1) statutory auditor
Proposal 3:

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◎
(1)

Notes
Exercise of voting rights by proxyIf you are unable to attend the meeting, you can delegate another shareholder as a proxy, who also
owns voting rights of the Company, to attend the General Meeting of Shareholders. In such a case,please have your proxy submit a written power of attorney, as well as the Voting Rights Exercise
Form at the reception desk.

(2)

Documents provided on the Internet
Based on the provisions stipulated in relevant laws and regulations and Article 15 of the Company’s
articles of incorporation, the following materials are posted on the Company’s website(http://www.mti.co.jp/eng) and are therefore not included in the Appendix to this convocation
notice.
1) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements2) “Statement of changes in equity” and “Notes to the Non-consolidated Financial Statements”
in the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by
Accounting Auditor and the Board of Statutory Auditors are each item on the Appendix to thisConvocation Notice of the General Meeting of Shareholders, Consolidated statement of changes inequity, Notes to the Consolidated Financial Statements, Statement of changes in equity, and Notes
to the Consolidated Financial Statements in the above 1) and 2).

(3)

Method to announce the revisions in the Reference Documents for the General Meeting of
Shareholders and Business Report, as well as in Non-consolidated Financial Statements andConsolidated Financial Statements
Should the Reference Documents for the General Meeting of Shareholders and Business Report, as
well as Non-consolidated Financial Statements and Consolidated Financial Statements require
revisions, the revised versions will be posted on the Company’s website (http://www.mti.co.jp/eng) .

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of surplus
The Company positions the increase of its market capitalization through the creation and enhancement ofcorporate value and continuous distribution of profits to shareholders as priority management issues.
Dividends are proposed as follows, since, despite record highs being reported for the consolidated
performance at all levels of income and profit for the full year of the current fiscal year, it is forecast to decrease
for the full year of next fiscal year, and also in consideration of the fact that the Company purchased treasury
shares during the current fiscal year.
As a result, the annual dividend per share for the current fiscal year increased by 2 yen year on year to 16
yen.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
8 yen per share of the Company’s common stock, in a total amount of 444,991,776 yen(2) The effective date of the dividend of surplus
December 26, 2016
(Note) Due to the 2-for-1 common stock split effective April 1, 2015, the interim dividend (12 yen per share) for the previous
fiscal year will be 6 yen per share. The annual dividend per share for the previous fiscal year will correspond to 14
yen per share, added with the year-end dividend of 8 yen for the previous fiscal year.

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Proposal 2:
Election of eight (8) directors
All eight (8) directors will resign at the conclusion of this Annual General Meeting of Shareholders due tothe expiration of their terms of office. Accordingly, the election of eight directors is proposed.
The candidates for director are as follows:
Name

No.

1

Reelected

Toshihiro Maeta

2

Reelected

Hiroshi Izumi

3

Reelected

Yoshihiro Shimizu

4

Reelected

Katsunori Osawa

5

Reelected

Hiroshi Matsumoto

6

Reelected

Masaya Onagi

7

Reelected

Muzhi Zhou

8

Reelected

Hikaru Yamamoto-4-

External director
Independent director
External director
Independent director
External director
Independent director

No.

Name
(Date of birth)

Reelected

1

Toshihiro Maeta(January 19, 1965)

Reelected

2

Hiroshi Izumi(February 26, 1965)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined Japan IBM, Ltd.
Joined HIKARI TSUSHIN, INC.
Director of HIKARI TSUSHIN, INC.
11,856,400
Managing Director of HIKARI TSUSHIN, INC.
Established the Company
President and Chief Executive Officer (current position)(Reason for election as a candidate for director)
Since founding the Company in 1996, Mr. Maeta has played a leading role in expanding its businessas President and Chief Executive Officer. The Company reelected him as a candidate for director,
based on the judgment that he is capable of making decisions on the important management mattersof the Company, and his leadership over all the officers and employees, drawing on his knowledge
and experience in overall management he has gained to date.
Joined Japan IBM, Ltd.
April 1987
Joined Microsoft Japan Co., Ltd.
June 1997
Joined the Company
February 1999
November 1999 Operating Officer and General Manager of IT Business
Department of the Company
November 2002 Operating Officer and General Manager of Mobile Service
Division of the Company
December 2002 Director and General Manager of Mobile Service Division of theCompany
December 2004 Director, Senior Managing Operating Officer and General
Manager of Mobile Service Division of the Company
Director, Operating Vice President and General Manager ofJanuary 2007
Mobile Service Division of the Company
December 2009 Executive Vice President and General Manager of Mobile
261,600
Service Division of the Company
Executive Vice President of the Company
February 2010
Executive Vice President and General Manager of Healthcare
June 2012
Business Division of the Company
Executive Vice President, General Manager of Mobile Service
February 2014
Division, and General Manager of Healthcare Business Divisionof the Company
Executive Vice President and General Manager of Life andJuly 2014
Healthcare Business Division of the Company
Executive Vice President and General Manager of Digital
April 2015
Content Division of the Company
Executive Vice President, General Manager of Lifestyle
February 2016
Business Division, and General Manager of Digital Content
Division of the Company (current position, in charge of Solution
Business Department)(Reason for election as a candidate for director)
Mr. Izumi assumed the office of director of the Company in 2002 and of Executive Vice President
from 2009. Drawing on his business experience at a major IT vender, he has held key positions in IT
development of the Company, in addition to service planning. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company, due to his broad expertise in overall IT service from planningto development.
April 1987
December 1988
August 1989
July 1994
August 1996

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined RIKEI CORPORATION
Seconded to Gnosis Pacific Co., Ltd.
Representative Director of Gnosis Pacific Co., Ltd.
Deputy General Manager of Sales Division, transcosmos inc.
Established i2ts, inc.
Representative Director of i2ts, inc.
December 1999 Director of the Company
Technical Adviser of nucleus Co., Ltd.
January 2004
September 2005 Director of nucleus Co., Ltd.
December 2006 Senior Operating Officer and CTO of the Company
December 2007 Director, Managing Operating Officer & CTO, and General
Manager of IT Center of the Company
December 2009 Director and CTO of the Company
39,600November 2011 Director and General Manager of mopita Business Department
Reelectedof the Company
Senior Managing Director and General Manager of music.jp
January 2013
Yoshihiro Shimizu
Business Division of the Company(September 26, 1955) April 2014
Senior Managing Director and General Manager of DigitalContents Division of the Company
Senior Managing Director and General Manager of Life andApril 2015
Healthcare Business Division of the Company
Senior Managing Director, General Manager of LifestyleJune 2015
Business Division, and General Manager of Healthcare Business
Division of the Company
Senior Managing Director and General Manager of Healthcare
February 2016
Business Division of the Company (current position)(Reason for election as a candidate for director)
Mr. Shimizu assumed the office of director of the Company in 1999. He has broad expertise in IT
service, including planning, development, and system operation, and has experience both inconsumer business and customer business. The Company reelected him as a candidate for director,
based on the judgment that he is capable of making decisions on the important management mattersof the Company by drawing on his wealth of experience in the IT business.
October 1983
December 1992
October 1994
October 1997
October 1999

3

Number of sharesof the Company
held

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined Japan Schlumberger Co., Ltd.
Joined ADVANCE Corporation
Joined Plansee Japan Co., Ltd.
Joined HIKARI TSUSHIN, INC.
Joined MIS Co., Ltd.
Joined Telecom System International Co., Ltd. (the current
Company)
December 2000 Director and General Manager of Administration Division of theCompany
November 2002 Director and General Manager of Administration Office, Mobile
Service Business Division of the Company
101,655
December 2002 Operating Officer and Deputy General Manager of Mobile
Service Business Division of the Company
Reelected
December 2006 Director and Senior Operating Officer, and General Manager ofMobile Service Center of the Company
Katsunori Osawa
December 2007 Director and Managing Operating Officer, and General Manager(September 7, 1961)
of Mobile Service Center of the Company
December 2009 Managing Director and General Manager of Mobile Service
Center of the Company
Managing Director of the Company
April 2012Managing Director and General Manager of Corporate Support
February 2013
Division of the Company (current position)(Reason for election as a candidate for director)
Mr. Osawa assumed the office of director of the Company in 2000. He has served as General
Manager of Administration Division and General Manager of Mobile Service Center, and engaged in
the development of in-house infrastructure and streamlining of operation. The Company reelected
him as a candidate for director, based on the judgment that he is capable of making decisions on theimportant management matters of the Company by drawing on his broad expertise in management,
as well as administrative and operational works at an IT service company.
April 1985
August 1989
May 1992
January 1994
November 1998
July 2000

4

Number of sharesof the Company
held

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
Joined CAC Corporation
Joined USJ Co., Ltd.
Joined the Company
Operating Officer, General Manager of Corporate Planning
Office and General Manager of Public Relations and IR Officeof the Company
Operating Officer and General Manager of Corporate Planning
January 2009
71,721Division of the Company
Senior Operating Officer and General Manager of Corporate
January 2010
Reelected
Planning Division of the Company
Senior Operating Officer and General Manager of Corporate
May 2010
Hiroshi MatsumotoSupport Division of the Company(August 17, 1969)
December 2010 Director and General Manager of Corporate Support Division of
the Company
Director of the Company (current position, in charge of IR
February 2013
Office and business alliance)(Reason for election as a candidate for director)
Mr. Matsumoto assumed the office of director of the Company in 2010. After joining the Company,
he has served as General Manager of Corporate Planning Office and General Manager of Corporate
Support Division by drawing on his business experience at a bank. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company by drawing on his expertise in the fields of finance andinvestor relations, in addition to his experience in overall administrative work.
Joined Japan IBM, Ltd.
April 1970
Director and General Manager of Second Sales Administrative
March 1994
Division, Financial System Business Department of Japan IBM,Ltd.
Managing Director and General Manager of Financial System
April 1998
Business Department of Japan IBM, Ltd.
Senior Managing Director in charge of Service Business ofApril 2000
Japan IBM, Ltd.
Executive Vice President in charge of Sales Division of Japan
April 2002
IBM, Ltd.
Advisor of GMO Payment Gateway, Inc.
October 2004
Executive Vice President of The Japan Research Institute,
February 2005
Limited─
Reelected
President and CEO of Japan Research Institute Solutions,
July 2006
Limited (current JSOL Corporation)
Masaya Onagi
December 2007 External Director of GMO Payment Gateway, Inc. (current(December 28, 1946)
position)
December 2008 External Director of the Company (current position)
External director
Advisor of JSOL Corporation
June 2011
Independent director
Advisor of The Japan Research Institute, Limited
Director and Chairman of Aozora Trust Bank, Ltd. (current
June 2016
position)
April 1992
May 1999
October 2002
October 2004
February 2008

5

6

(Significant concurrent position)
External Director of GMO Payment Gateway, Inc.
Director and Chairman of Aozora Trust Bank, Ltd.
(Reason for election as a candidate for external director)
The Company reelected Mr. Onagi as a candidate for external director, based on the judgment that heis capable of giving advice from various perspectives by drawing on his wealth of experience andbroad insight as a business administrator on the decision-making of the Company’s management
policies, and is also capable of adequately performing his duties including supervising the executionof operation from an independent standpoint.

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
July 1985
June 1995
April 2002
January 2005
April 2007

Reelected

7

Muzhi Zhou
(July 2, 1963)

April 2007
May 2008
April 2010
April 2012

External director
Independent director

Reelected

8

Hikaru Yamamoto(October 2, 1973)
External director
Independent director

December 2015

Ministry of Machinery, People's Republic of China
Principal Researcher of International Development Center ofJapan
Associate Professor, Faculty of Economics, Tokyo Keizai
University
Guest Researcher of Policy Research Institute, Ministry of
Finance
Professor, Faculty of Economics, Tokyo Keizai University(current position)
Visiting Professor of Massachusetts Institute of Technology
Guest Researcher of Harvard University
Visiting Professor of University of International Business andEconomics (current position)
Specially-appointed Professor of The Chinese Academy of
Sciences
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Professor, Faculty of Economics, Tokyo Keizai University
Visiting Professor of University of International Business and Economics(Reason for election as a candidate for external director)
Mr. Zhou is engaged in the research on economies of East Asia and market economy at universities.
The Company reelected him as a candidate for external director, based on the judgment that he iscapable of giving advice on the Company’s management policies based on his insight, and is also
capable of supervising the execution of operation from an independent standpoint.
Assistant at Graduate School of Economics, Faculty ofApril 2004
Economics, The University of Tokyo
Lecturer, Faculty of Economics, Seikei University
April 2005
Associate Professor, Faculty of Economics, Seikei University
April 2008
Associate Professor, Graduate School of Business
April 2014
─
Administration, Keio University (current position)
December 2015 External Director of the Company (current position)(Significant concurrent position)
Associate Professor, Graduate School of Business Administration, Keio University(Reason for election as a candidate for external director)
Ms. Yamamoto is engaged in the research on marketing and consumer behavior at universities. The
Company reelected her as a candidate for external director, based on the judgment that she is capableof giving advice on the Company’s management policies based on her insight, and is also capable ofsupervising the execution of operation from an independent standpoint.

(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Masaya Onagi, Mr. Muzhi Zhou and Ms. Hikaru Yamamoto are candidates for external director. The reasons for election as
candidates for external director are described in the columns below the past experiences of each candidate for external director. In
addition, concerning Mr. Muzhi Zhou and Ms. Hikaru Yamamoto, although they have never been involved in corporate management
other than as external director or external auditor, the Company believes that they are capable of adequately executing their duties asexternal director as mentioned in the “Reason for election as a candidate for external director.”
3. The candidate Mr. Masaya Onagi will have held the position of external director of the Company for eight (8) years as at the conclusionof this Annual General Meeting of Shareholders. The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will have held the positionof external director for one (1) year as at the conclusion of this Annual General Meeting of Shareholders. In addition, the Company has
filed a notice to the Tokyo Stock Exchange for appointing the external director candidates as independent directors. If their election isapproved as originally proposed, they will continue to serve as independent directors.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with
Mr. Masaya Onagi, Mr. Muzhi Zhou and Ms. Hikaru Yamamoto to limit their liabilities for compensation of damages due to the failure
to perform their duties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If their election isapproved as originally proposed, the Company intends to continue the agreements with them.

-9-Proposal 3:

Election of one (1) statutory auditor

Statutory auditor Mr. Yoshinobu Nakamura will resign at the conclusion of this Annual General Meetingof Shareholders due to the expiration of the term of office. Accordingly, the election of one (1) statutory auditor
is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, significant concurrent positions
and positions at the Company
April 1988

Reelected

Yoshinobu
Nakamura(October 4, 1960)

August 2003
June 2005
June 2007
December 2008
June 2010

Registered as attorney-at-law
Joined Japan IBM, Ltd.
Seconded to IBM Corporation, USA
Returned to Japan IBM, Ltd.
Partner of Hayabusa Asuka Law Offices
External Statutory Auditor of the Company (current position)
President of Yoshinobu Nakamura Law Office (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)

External statutory
President of Yoshinobu Nakamura Law Officeauditor(Reason for election as a candidate for external statutory auditor)
Independent statutory
Mr. Nakamura has a wealth of experience and broad insight regarding corporate legal affairs inauditorgeneral as an attorney-at-law. The Company reelected him as a candidate for external statutory
auditor, based on the judgment that he is capable of performing his duties including monitoring andgiving advice on management in general from a professional viewpoint.

(Notes)1. There is no special interest between the candidate for statutory auditor and the Company.
2. The candidate for statutory auditor, Mr. Yoshinobu Nakamura, is a candidate for external statutory auditor. Although he
has never been involved in corporate management other than as external director or external auditor, the Company
believes that he is capable of adequately executing his duties as an external statutory auditor as mentioned in the reason
for election as a candidate for external statutory auditor.
3. The candidate for statutory auditor Mr. Yoshinobu Nakamura will have held the position of external statutory auditor of
the Company for eight (8) years as at the conclusion of this Annual General Meeting of Shareholders. In addition, theCompany has filed a notice to the Tokyo Stock Exchange for appointing Mr. Nakamura as an independent statutory
auditor. If his election is approved as originally proposed, he will continue to serve as an independent statutory auditor.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement with Mr. Yoshinobu Nakamura to limit his liabilities for compensation of damages due to the failure to
perform his duties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If hiselection is approved as originally proposed, the Company intends to continue the agreement with him.

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