This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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 other forms ofdamages arising from the translation.
Securities Code: 8622
June 1, 2018
To Those Shareholders with Voting Rights
Kazuhiko Kobayashi
Chairman and Representative Director
Mito Securities Co., Ltd.
3-10, Nihonbashi 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 73 ORDINARY GENERAL MEETING OF SHAREHOLDERSrd

You are cordially invited to attend the 73rd Ordinary General Meeting of Shareholders of the Company. The
meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights using the Form or via the Internet, so
please review the Reference Documents for the General Meeting of Shareholders, and then please exercise yourvoting rights by 5:00 p.m., Tuesday, June 26, 2018 by either returning the Voting Rights Exercise Form with yourselections or voting via the website exclusively prepared for the exercise of voting rights(https://soukai.mizuho-tb.co.jp/).
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. (The reception desk will open at 9:00
a.m.)

2. Place:

Meeting Room, 7F, Mito Branch of the Company
6-10, Minamimachi 2-chome, Mito-shi, Ibaraki, Japan

3. Agenda of the Meeting:
Matters to be reported: The Business Report and the Financial Statements for the 73rd Fiscal Term(from April 1, 2017 to March 31, 2018)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Four Directors
Proposal No. 3: Election of Two Statutory Auditors
Proposal No. 4: Election of One Substitute Statutory Auditor
4. Guide for Shareholders when Voting:
Please review the “Guide for Shareholders when Voting” on pages 3 through 5.
* For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
* Methods of Notification of Modification of Matters as Stated in Reference Documents for the General Meeting of Shareholders,Business Report and Financial Statements
When it is necessary to modify the matters which are to be stated in the Reference Documents for the General Meeting of
Shareholders, Business Report and Financial Statements, please understand that the matters after modification will be shown on
the website of the Company.
◎From among the documents required to be provided with this Notice of Convocation, the Statement of Changes in Net Assets and1the Notes to Financial Statements are shown on the website of the Company in accordance with laws and regulations and theprovisions of Article 16 of the Articles of Incorporation of the Company. Therefore, they are not attached to this Notice ofConvocation.
Please note that the Financial Statements audited respectively by the Statutory Auditors and Accounting Auditor during the
preparation of the Audit Reports include the Statement of Changes in Net Assets and the Notes to Financial Statements shown on
the website of the Company, together with each document stated in the Attached Documents provided with this Notice ofConvocation.
The Company’s website: http://www.mito.co.jp/

2

Guide for Shareholders when Voting
If you are able to attend the meeting
Date of the meeting: Wednesday, June 27, 2018 at 10:00 a.m. (The reception desk will open at 9:00 a.m.)
Please bring the enclosed Voting Rights Exercise Form with you and present it at the reception desk on arrival at
the meeting. Please also bring this booklet with you as a reference material for the meeting.
* You can exercise your voting rights by authorizing one other shareholder with voting rights to act as yourproxy. However, please understand that you must submit to the Company a document evidencing his/her powerof representation.
If you are unable to attend the meeting
Voting in Writing by Postal Mail
Deadline for voting: The Form must be received by 5:00 p.m., Tuesday, June 26, 2018
Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form andreturn the Form.
Please indicate your vote for or against each of the proposals
here.
[Proposals 1 and 4]
If yes:If no:[Proposals 2 and 3]

Please circle the “Yes” column.
Please circle the “No” column.

If yes for all
candidates:
If no for all
candidates:
If no for somecandidatesPlease circle the “Yes” column.
Please circle the “No” column.
Please circle the “Yes” column and fill in
the number of each of the candidates you
are voting against.

* The “proxy code” and “password”
required for exercising voting rights via
the Internet, etc. are noted on this Form.
Voting via the Internet
Deadline for voting: The votes must be received by 5:00 p.m., Tuesday, June 26, 2018
Exercise of voting rights via the Internet is only possible by accessing the website designated by the Company
exclusively for the purpose of exercising voting rights (https://soukai.mizuho-tb.co.jp/). This website for the
exercise of voting rights is also accessible for Internet-enabled mobile phones. For details, please see pages 4
through 5.
Platform for the Electronic Exercise of Voting Rights (for Institutional Investors)
Nominee shareholders such as trust and custody service banks (including standing proxies) may use the platform
for the electronic exercise of voting rights operated by ICJ Inc., provided that they apply for the use of that
platform in advance.

3

Voting via the Internet
Please use the “proxy code” and “password” noted on the
Voting Rights Exercise Form and enter your vote for oragainst each of the proposals following the directions on thescreen.

STEP 1: Access the website for the exercise of voting rights* Search

Exercise of voting rights Mizuho

Searchat a search site, orgo directly to https://soukai.mizuho-tb.co.jp/,
the site for the exercise of voting rights.
* You can access the website also by reading
the “QR code” shown on the right.

STEP 2: Read the instructions on “Voting via the Internet”
Read the instructions on “Voting via the Internet” and click
Next.

(Attention)*

If you exercise your voting rights redundantly, both in writing by postal mail and via the Internet, only thevotes via the Internet shall be deemed to be valid. If you exercise your voting rights more than once, yourmost recent votes shall be deemed to be valid.

*

The password (including the new password you register at login) is effective only for the meeting. A new
password will be issued for the next meeting.

*

Any expenses incurred to access the Internet shall be borne by shareholders.

*A password is the means by which the person exercising voting rights is confirmed as a shareholder. The
Company never asks shareholders to disclose their passwords.

*

If you input an incorrect password more than a certain number of times, your password will be locked anddisabled. If your password is disabled, please take the procedures following the directions on the screen.

*

Although the operation of the website exclusively prepared for the exercise of voting rights has been tested
and confirmed using PCs and mobile devices generally used to connect to the Internet, we cannot guaranteethat all devices can properly connect to the website.

4

STEP 3: Log in to the website
Enter the “proxy code” noted on your Voting Rights Exercise
Form and click “Next.”* The “proxy code” and “password” are shown in the lower
right of the enclosed “Voting Rights Exercise Form.”

STEP 4: Change your password
When you log in, you will be directed to thepassword-change page. Enter your temporary password andthen change it to a new password for your future use.

Next, please enter your vote for or against each of the proposals following the directions on the screen.

For Inquiries
If you have any questions, please call one of the following numbers at the Stock Transfer Agency Department,
Mizuho Trust & Banking Co., Ltd., our transfer agent.
(1) Contact exclusively for inquiries about the use of PCs, etc. to access the website exclusively prepared for the
exercise of voting rights
Phone: 0120-768-524 (toll-free within Japan only)(9:00 to 21:00 on weekdays)(2) Contact for inquiries about stock procedures other than the above
Phone: 0120-288-324 (toll-free within Japan only)(9:00 to 17:00 on weekdays)

5

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Matters related to the year-end dividend:
The Company makes it a basic policy to return profit to shareholders by distributing dividends commensuratewith business results in consideration of stable and continuous distribution based on management philosophy ofmaking best efforts for shareholders, and by setting a target payout ratio of 30% or more, in principle, when
determining annual dividend per share.
Based on the above-mentioned policies, the Company wishes to propose a year-end dividend of ¥15.0 per
share for the term. The total annual dividend for the term will be ¥20.0 per share combined with the interim
dividend of ¥5.0.
(1) Types of dividend properties
Cash(2) Matters related to distribution of dividend properties and the amount¥15 per common share of the Company
Aggregate dividend amount: ¥1,051,823,835(3) Effective date of the dividend from surplus
June 28, 2018

6

Proposal No. 2: Election of Four Directors
The terms of office of four Directors, Kazuhiko Kobayashi, Mitsuo Kobashi, Katsuo Mashida and Tadahiro
Suzuki, will expire at the conclusion of the meeting. Accordingly, election of the following four Directors is
proposed.
The candidates for Directors are as follows:

Candidate
No.

Attendance at
Term of office
the Board offrom assumption
Directorsof officeMeetings

Name

Status at theCompany
Chairman and
Representative
Director

37 years

18 / 18－－－

Managing
Director

4 years

18 / 18

Director

4 years

18 / 18

1

Kazuhiko
Kobayashi

Reappointed

2

Katsunori
Kobayashi

Newly appointed

3

KatsuoMashidaReappointed

4

Tadahiro
SuzukiReappointed

OutsideIndependent

7

Candidate
No.

Name
(Date ofbirth)

Career summary, significant office(s) concurrently held, status andassignment at the Company
June
1973
December 1980
December 1981
December 1983
June
2013

1.

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
Director of the Board
Managing Director
Kazuhiko
President and Representative Director
Kobayashi
Chairman and Representative Director, Supervisor, Audit(January 4,
Division
October 2014 Chairman and Representative Director
1944)(to the present)<Reappointed>(Significant office concurrently held)
788,040 shares
President of Tokyo Securities Industry Health Insurance Society
Attendance at(Reason for nominating him as a candidate for Director)
the Board of Mr. Kazuhiko Kobayashi has built up a record of achievements in guiding
Directors
the Company's management for long years as a Representative Director andMeetings
has accumulated abundant experience and knowledge. His strong leadership
18/18
will be indispensable for realizing the Company’s management vision in the
securities industry, where further changes are expected to occur.
Accordingly, we nominate him as a candidate to continue serving as
Director.

8

Candidate
No.

Name
(Date ofbirth)

Career summary, significant office(s) concurrently held, status andassignment at the Company
April
2005
October 2015
April
2017

Katsunori
Kobayashi
2.

(July 12,1976)
<Newlyappointed>

Joined Mito Securities Co., Ltd.
General Manager, Management Planning Division
Executive Officer, in charge of Wealth Management
Division, Sales Planning and Policy Division, andCustomer Center
April
2018 Executive Officer, in charge of Wealth Management
Division(to the present)(Reason for nominating him as a candidate for Director)
Mr. Katsunori Kobayashi has accumulated wide-ranging experience andachievements at the major divisions (Financial Affairs Division, Risk
Management Division, Sales Planning and Policy Division, Audit Division,
Management Planning Division, etc.) of the head office. He has lived up to
his important responsibilities as a core member in drawing up the“Management Vision” and the “Fourth Mid-term Management Plan” in theManagement Planning Division. He has also provided sales support in an
accurate and efficient manner through strategic planning based on various
analyses at the Sales Planning and Policy Division. As the average age of
the Company’s employees becomes lower, we believe that the younger
generation’s new ideas and energy will become more important toward the100th anniversary of the Company’s foundation. Accordingly, we appoint
him as a candidate for Director.

Number ofshares of theCompany held

9

168,500 shares

Candidate
No.

Name
(Date ofbirth)

Career summary, significant office(s) concurrently held, status andassignment at the Company
April
June
June
March
April
April
March

3.

Number ofshares of theCompany held

1981 Joined Mito Securities Co., Ltd.
2002 General Manager, Toride Branch2005 General Manager, Ishioka Branch2007 General Manager, assigned to Sales Headquarters
2008 Executive Officer, General Manager, Sales 2nd block2009 Executive Officer, General Manager, Mito Branch2010 Executive Officer, Head of Sales Planning and Policy
Department, Head of Industry Business Department
April
2010 Managing Executive Officer, General Manager, Sales
Planning and Policy Division, in charge of Consulting
Division
April
2013 Managing Executive Officer, in charge of Administrative
DivisionJune2013 Managing Executive Officer, in charge of Personnel
Affairs Division and Administrative Division
April
2014
Managing Executive Officer, in charge of Sales 1st block,KatsuoSales 2nd block, and Sales 3rd block
MashidaJune
2014 Director of the Board, Supervisor, Investment Information(November
Division, Sales 1st block, Sales 2nd block, Sales 3rd block,17, 1958)
Wealth Management Division, Sales Planning and Policy<Reappointed>
Division, Customer Center, Underwriting Division, and38,550 shares
Corporate Sales Division
Attendance at April
2016 Director of the Board, Supervisor, Personnel Affairs
the Board of
Division, Human Resources Development Division,
Directors
Administrative Division, System Control Division,
Meetings
Clerical Work Planning Division, and Concentrated
Clerical Work Division
18/18
April
2017 Managing Director, Supervisor, Personnel Affairs
Division, Human Resources Development Division,
Administrative Division, System Control Division,
Clerical Work Planning Division, and Concentrated
Clerical Work Division(to the present)(Reason for nominating him as a candidate for Director)
Mr. Katsuo Mashida has been in charge of divisions overseeing
wide-ranging business operations such as the sales division, sales planningand policy division, and human resources development division. He has
contributed to the Company’s management by taking advantage of his
multilateral standpoint based on his long-term experience and knowledge
and his detailed work experience in overall management. We believe that
Mr. Katsuo Mashida is a talented person who will be valuable for thepromotion of the Company’s growth strategy in the future. Accordingly, we
nominate him as a candidate to continue serving as Director.

10Candidate
No.

Name
(Date ofbirth)

Career summary, significant office(s) concurrently held, status andassignment at the Company
April

4.

1962 Joined Daiwa Securities Co. Ltd. (present Daiwa
Securities Group Inc.)
June
1991 Director of Daiwa Securities Co. Ltd.
Tadahiro
September 1995 Executive Managing Director of Daiwa Securities Co.
SuzukiLtd.
(July 25,
June
2000
President
and Representative Director of Imagawa
1943)
Misawaya
Securities Co., Ltd. (present Retela Crea
<Reappointed>
Securities Co., Ltd.)<OutsideJune2012 Senior Advisor of Retela Crea Securities Co., Ltd.
Director>June
2013 Retired as Senior Advisor of Retela Crea Securities Co.,
<Independent
Ltd.
Officer>June
2014 Outside Director, Mito Securities Co., Ltd.
(to the present)
Attendance at (Reason for nominating him as a candidate for Outside Director)
the Board of Because Mr. Tadahiro Suzuki has held several successive positions as acorporate manager in the securities industry over a long period and has
Directors
accumulated abundant experience and knowledge, he has been a significant
Meetings
driving force in the Company’s management. He also satisfies the
18/18
requirements in the “Standards for the Independence of Outside Officers”
stipulated in the Basic Policy for Corporate Governance. Accordingly, we
nominate him as a candidate to continue serving as Outside Director.

Number ofshares of theCompany held

19,700 shares

Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Directors.
2. Mr. Tadahiro Suzuki is a candidate for Outside Director.
3. The Company has registered Mr. Tadahiro Suzuki with the Tokyo Stock Exchange as an independent
officer to whom conflict of interest with general shareholders is unlikely to occur. When Mr. Tadahiro
Suzuki is reelected as Outside Director, the Company will continue his appointment as an independent
officer. The Company has judged that Mr. Tadahiro Suzuki satisfies the Standards for the Independenceof Outside Officers as set forth by the Company.
4. Liability limitation agreement with Outside Director
The Company has entered into a liability limitation agreement with Mr. Tadahiro Suzuki to limit theliability provided for in Article 423, Paragraph 1 of the Company Law in accordance with the provisions
in Article 427, Paragraph 1 of the Company Law and the Articles of Incorporation. The maximum
amount of liability under the agreement will be seven million (7,000,000) yen or the minimum amountof liability stipulated by laws and regulations, whichever is higher. When Mr. Tadahiro Suzuki isreelected as Outside Director, the Company will continue the liability limitation agreement with him.
5. The term of office of Mr. Tadahiro Suzuki from his assumption of office as Outside Director will befour years at the conclusion of the meeting.

11

Proposal No. 3: Election of Two Statutory Auditors
The terms of office of two Statutory Auditors, Mr. Hisao Igari and Mr. Tetsushi Okimura, will expire at theconclusion of the meeting. Accordingly, election of the following two Statutory Auditors is proposed. The
Board of Statutory Auditors has previously given its approval.
The candidates for Statutory Auditors are as follows:
Candidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held andstatus at the Company
April

1.

Number ofshares of theCompany held

1979 Joined National Securities Co., Ltd. (present SMBC
Nikko Securities Inc.)
May
1999 Joined Mito Securities Co., Ltd.
June
2005 Executive Officer, Head of General Planning and Policy
Department, Head of Risk Management Department, incharge of Secretariat
TetsushiMarch2010 Executive Officer, General Manager, Compliance
OkimuraHeadquarters, Head of Compliance Department, incharge of Risk Management Division and Underwriting(February 23,
Examination Department
1957)
April
2013
Managing Executive Officer, in charge of Risk
<Reappointed>
Management Division and Financial Affairs Division
21,600 shares
April
2014 Managing Executive Officer, in charge of Risk
Attendance atManagement Division
the Board ofJune2014 Statutory Auditor
Directors(to the present)
Meetings(Reason for nominating him as a candidate for Statutory Auditor)
18/18
Mr. Tetsushi Okimura has accumulated wide-ranging business experiencein the management planning, risk management, compliance, accounting
and financial affairs divisions, and possesses considerable knowledge about
finance and accounting. Moreover, he not only points out issues as a
Statutory Auditor, but also has consulting capabilities for problem solving.
Accordingly, we nominate him as a candidate to continue serving as
Statutory Auditor.

12

Candidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held andstatus at the Company
April

1985

Number ofshares of theCompany held

Joined Taiheiyo Securities Co., Ltd. (current Mitsubishi
UFJ Morgan Stanley Securities Co., Ltd.)
March
2001 Joined Mito Securities Co., Ltd.
April
2008 Executive Officer, General Manager, Compliance
Headquarters, Head of Risk Management Department,
Head of Compliance Department, in charge ofUnderwriting Examination Department
February 2009 Executive Officer, General Manager, Compliance
Headquarters, Head of Compliance Department, incharge of Risk Management Division and Underwriting
Examination Department
October 2009 Executive Officer, General Manager, Compliance
Headquarters, Head of Compliance Department, incharge of Underwriting Examination Department
March2010 Executive Officer, in charge of General Planning andPolicy Department, Administrative Division, andFinancial Affairs Division
April
2010 Executive Officer, in charge of Management Planning
Division, Administrative Division, and Financial Affairs
Division
Hideki Iguchi
April2012 Executive Officer, in charge of Management Planning(April 17,
Division, Financial Affairs Division, and Risk
1961)
28,000 shares
2.
Management Division< Newly
April2013 Executive Officer, General Manager, Audit Division
appointed >March2014 Executive Officer, in charge of Audit Division
April2015 Managing Executive Officer, in charge of Compliance
Division and Examination Division, General Manager,
Business Operation Guidance Division
April
2016 Managing Executive Officer, in charge of Audit
Division, Compliance Division, Business Operation
Guidance Division, and Examination Division
October 2017 Managing Executive Officer, in charge of Audit
Division, Compliance Division, Business Operation
Guidance Division, and Examination Division, General
Manager, Business Operation Guidance Division
April
2018 Managing Executive Officer, in charge of Business
Operation Guidance Division(to the present)(Reason for nominating him as a candidate for Statutory Auditor)
Mr. Hideki Iguchi has been responsible for wide-ranging business
operations such as management planning, compliance, auditing, and risk
management. He has also made significant contributions to thedevelopment of the Company’s corporate governance structure and internal
control system. In light of these achievements and insight, we nominatedhim as a candidate for Statutory Auditor.
Note: 1. No conflict of interest exists between the Company and any of the above candidates for Statutory
Auditors.

13

Proposal No. 4: Election of One Substitute Statutory Auditor
In order to prepare for the case when the number of Statutory Auditors stipulated by laws and regulations
might be insufficient, election of the following one Substitute Statutory Auditor is proposed. The Board of
Statutory Auditors has previously given its approval.
The candidate for Substitute Statutory Auditor is as follows:
Name(Date of birth)

Career summary, significant office(s) concurrently held andstatus at the Company

October
1999 Passed the Bar Examination
November 2001 Registered as Attorney-at-Law (Tokyo Bar Association)June
2003 Join South Toranomon Law OfficesJune2015 Substitute Statutory Auditor, Mito Securities Co., Ltd.
(to the present)
Yutaka Ichikawa(Significant office concurrently held)(September 8, 1970)
Partner Attorney, South Toranomon Law Offices<Substitute Statutory(Reason for nominating him as a candidate for Substitute Outside Statutory
Auditor>
Auditor)Mr. Yutaka Ichikawa has abundant experience in legal circles as an
Attorney-at-Law and advanced insight about laws and compliance. We
believe that Mr. Yutaka Ichikawa is capable of fulfilling his roles as a
Statutory Auditor. Accordingly, we nominate him as a candidate to serve as a
Substitute Statutory Auditor.

Number of sharesof the Company
held

0 shares

Notes: 1. No conflict of interest exists between the Company and the above candidate for Substitute Statutory
Auditor.
2. Mr. Yutaka Ichikawa is a candidate for Substitute Outside Statutory Auditor. Election of Mr. Yutaka
Ichikawa is proposed as a candidate for Substitute to Statutory Auditors Mr. Ryoichi Ohno and Mr.
Masao Obayashi. In addition, Mr. Yutaka Ichikawa satisfies the requirements for an independent officer
as set forth by the Tokyo Stock Exchange, Inc. We have judged that Mr. Yutaka Ichikawa satisfies theStandards for the Independence of Outside Statutory Auditors as set forth by the Company.
3. Liability limitation agreement with Outside Statutory Auditor
If Mr. Yutaka Ichikawa assumes office as an Outside Statutory Auditor, the Company will enter into aliability limitation agreement with him to limit the liability provided for in Article 423, Paragraph 1 of
the Company Law in accordance with the provisions in Article 427, Paragraph 1, of the Company Law
and the provisions of the Articles of Incorporation. The maximum amount of liability under theagreement will be five million (5,000,000) yen or the minimum amount of liability stipulated by laws
and regulations, whichever is higher.

14

(REFERENCE)
Financial Highlights(Year ended March 31)
2014

2015

2016

2017

2018

Non-consolidated financial highlights
Operating revenue(Millions of yen)

15,762

15,192

13,223

13,38916,152

Ordinary income (loss)(Millions of yen)

4,187

3,323

1,444

1,437

3,347

Net income (loss)(Millions of yen)

3,756

2,485

1,983

962

2,584

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

12,27277,289,033 75,689,033

75,689,033

75,689,033

70,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

36,69039,19737,75938,02640,394

Total assets(Millions of yen)

62,26568,74558,99162,75968,202

Net assets per share(Yen)

495.04543.49530.92538.71580.47

Cash dividend per share[interim cash dividend per share]

(Yen)

16.00
[7.00]

16.50[5.50]

13.00[6.00]

7.00[2.00]

20.00[5.00]Net income (loss) per share

(Yen)

50.67

34.04

27.65

13.57

36.93

Diluted net income (loss) per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

58.9

57.0

64.0

60.6

59.2

Return (loss) on equity

(%)

10.7

6.6

5.2

2.5

6.6

Payout ratio

(%)

31.6

48.5

47.0

51.6

54.2

Notes: 1. The financial highlights are not presented in the original Notice of the Ordinary General Meeting of Shareholders inJapanese.
2. Moreover, some of the figures in this document have been prepared based on financial statements, which are not includedin the original Notice of the Ordinary General Meeting of Shareholders in Japanese.
3. Figures have been prepared in accordance with the accounting principles generally accepted in Japan, which are different
in certain respects from application and disclosure requirements of the International Financial Reporting Standards.

15