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
May 28, 2020
To Those Shareholders with Voting Rights
Katsunori Kobayashi
President and Representative Director
Mito Securities Co., Ltd.
3-10, Nihonbashi 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 75th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform that the 75th Ordinary General Meeting of Shareholders of Mito Securities Co., Ltd.
(the “Company”) will be held as described below.
In lieu of attending 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 your voting
rights by 5:00 p.m., Tuesday, June 23, 2020 by either returning the Voting Rights Exercise Form with yourselections or voting via the “Smart Exercise” or the website exclusively prepared for the exercise of voting rights(https://soukai.mizuho-tb.co.jp/).
1. Date and Time:

Wednesday, June 24, 2020 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 75th Fiscal Term(from April 1, 2019 to March 31, 2020)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Five Directors
Proposal No. 3: 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 andthe Notes to Financial Statements are shown on the website of the Company in accordance with laws and regulations and the1

provisions 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 Board of 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 shownon the website of the Company, together with each document stated in the Attached Documents provided with this Notice ofConvocation.
The Company’s website: https://www.mito.co.jp/

2

Guide for Shareholders when Voting
If you are able to attend the meeting
Date of the meeting: Wednesday, June 24, 2020 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 23, 2020
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 3]
If yes:If no:[Proposal 2]

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 23, 2020
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.
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How to read the login QR code for“Smart Exercise”
You can log in to the voting website for the exercise of
voting rights without entering the “proxy code” or“password.”
1: Please read the QR code* shown on the bottom right ofyour Voting Right Exercise Form.
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.

2: Next, please enter your vote for or against each of the
proposals following the directions on the screen.
With “Smart Exercise”, only ONE vote can be entered.
When you change your vote after the exercise, please accessthe voting website for PCs*, log in with the “proxy code”
and “password” noted on your Voting Rights Exercise Form,and re-exercise your voting rights.
* By reading the QR code again, you are navigated to thevoting website for PCs.
How to enter the “proxy code” and “password”
STEP 1: Access the voting website for the exercise of voting
rights* Search the website as follows at a search site,
Exercise of voting rights Mizuho

Searchor
go directly to the website below for the exercise of voting
rights.
https://soukai.mizuho-tb.co.jp/

STEP 2: Log in to the website
Enter the “proxy code” noted on your Voting Rights Exercise
Form and click “Next.”
STEP 3: Change your password
Enter your temporary password in the top box and a new
password in the second box before clicking “Register.”
Next, please enter your vote for or against each of the proposals following the directions on the screen.

4For Inquiries
If you have any questions regarding the use of PCs, etc. in exercising your vote via the Internet, please inquire thefollowing desk:
Mizuho Trust & Banking Co., Ltd.
Stock Transfer Agency Department[Internet Help Dial]
Phone: 0120-768-524 (toll-free within Japan only) (9:00 a.m. to 9:00 p.m. on weekdays)(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.

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:
Under its management philosophy of making the best efforts for shareholders, the Company makes it a basic
policy to distribute dividends in line with a payout ratio of around 50% in consideration of business continuity,
the status of net assets, and other management decisions.
Based on the above-mentioned policies, the Company wishes to propose a year-end dividend of ¥4.0 per
share for the term. The total annual dividend for the term will be ¥8.0 per share combined with the interim
dividend of ¥4.0.
(1) Types of dividend properties
Cash(2) Matters related to distribution of dividend properties and the amount¥4 per common share of the Company
Aggregate dividend amount: ¥260,485,744(3) Effective date of the dividend from surplus
June 25, 2020

6

Proposal No. 2: Election of Five Directors
At the conclusion of the meeting, the terms of office of four Directors, Kazuhiko Kobayashi, Katsunori
Kobayashi, Katsuo Mashida and Tadahiro Suzuki, will expire, and Director Koji Shimogama will retire fromthe office. Accordingly, election of the following five Directors is proposed.
The candidates for Directors are as follows:
CandidateNo.

1

Katsunori Kobayashi

2Shin Igarashi

3

Yasuyuki Suda

4

Tadahiro Suzuki

5

Akira Segawa

Attendance
Number ofat the Board
years servedof Directors
as a Director
Meetings

Name

Status at theCompany

Reappointed

President andRepresentative
Director

2 years

18 / 18

Executive Officer--

Executive Officer

-

-

Newly
appointed

Newly
appointed

Reappointed

Newly
appointed

OutsideIndependent

Director

6 years

17 / 18

OutsideIndependent

-

-

-

7

Candidate
No.

1.

Name
(Date ofbirth)

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

Number ofshares of theCompany held

April
2005 Joined Mito Securities Co., Ltd.
October
2015 General Manager, Management Planning Division
April
2017 Executive Officer
June2018 President and Representative Director (to present)(Reason for nominating him as a candidate for Director)
Katsunori
Mr. Katsunori Kobayashi has accumulated a wide range of experience andKobayashi
achievements at the major divisions and sales divisions in the Head Office(July 12,
since joining the Company. He has lived up to his important responsibilities
1976)
as a core member in drawing up the “Management Vision” and the “Fourth<Reappointed>
Mid-term Management Plan” in the Management Planning Division. He
177,400 shares
has also provided sales support in an accurate and efficient manner throughAttendance at
strategic planning based on various analyses at the Sales Planning and
the Board of
Policy Division. Since assuming the office of President and Representative
Directors
Director, he has been committed to "Strengthening market responsiveness",
Meetings
as securities company should be, by setting forth in the “Fifth Mid-term
18/18
Management Plan,” while following the existing management policy. As heis leading the Company with his own unique visions mentioned above invarious areas of our business, we believe that he is the key person to realize
the “Management Vision” for the 100th anniversary of the Company. We
therefore reappoint him as a candidate for Director.

8

Candidate
No.

Name
(Date ofbirth)

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

2.

1985
2008
2011
2013

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
General Manager, Kashima Branch
General Manager, Iwaki Branch
Executive Officer (to present)
General Manager, Mito Branch and General Manager,
Corporate Division
April2015 General Manager, Sales 1st block
April2016 General Manager, Sales 2nd block
April2017 General Manager, Sales 1st block
April
2018 In charge of Sales Planning and Policy Division, andCustomer Center
June
2018 In charge of Wealth Management Division, Sales Planningand Policy Division, and Customer Center
April
2020 In charge of Wealth Management Division (to present)
Shin Igarashi (Reason for nominating him as a candidate for Director)(September Mr. Shin Igarashi has been building up a track record in the retail sales
18,800 shares
divisions since joining the Company. In 2003, he was transferred to Tobu
28, 1962)
Securities Co., Ltd, and thereafter he has been exploiting his experience in<NewlyTobu Securities Co., Ltd to run the branches of the Company. Especiallyappointed>
when he served as a General Manager of the Iwaki Branch, he put branchmanagement back on track in the aftermath of the Great East Japan
Earthquake, significantly contributing to the Company. Additionally, since
assuming an Executive Officer position, as a General Manager of the Sales
blocks and as an Executive Officer in charge of the Sales Planning andPolicy Division, he has been demonstrating his capability to lead and guideother General Managers of the Sales blocks or branches, and striving toestablish a better coordination with the head office divisions. As he has
been showing a high level of management skills as mentioned above, we
believe that Mr. Igarashi is a talented person who will contribute to improvethe effectiveness of management decision making and supervisory functions
by taking advantage of his accumulated knowledge and ability to takeinitiatives at the Board of Directors. We therefore reappoint him as a
candidate for Director.

9Candidate
No.

Name
(Date ofbirth)

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

Yasuyuki
Suda
3.

(April 17,
1962)<Newlyappointed>

Joined Mito Securities Co., Ltd.
General Manager, Ashikaga Branch
General Manager, Kashiwa Branch
General Manager, Investment Information Division
Executive Officer (to present)
In charge of Investment Information Division andUnderwriting Division
April
2017 General Manager, Sales 3rd block
April2019 General Manager, Sales 1st block
April2020 In charge of Sales 1st block, Sales 2nd block, and Sales 3rd
block (to present)(Reason for nominating him as a candidate for Director)
Mr. Yasuyuki Suda has been building up a track record, especially in theretail sales divisions since joining the Company. Based on his experience
being transferred to Iseki Securities Co., Ltd for nearly seven years from1990, he was committed to running branches as a Sales Manager or a
General Manager of the Branches, contributing to the Company. He served
as a General Manager of the Investment Information Division in 2012, andthereafter as an Executive Officer in charge of the said division in 2016. His
proactive dissemination of information and proper advice gained the trustfrom the sales divisions. With all the experience he has developed, he has
been considerably contributing to the Company’s performance and humanresource development as a General Manager of the Sales blocks since 2017.
We believe that Mr. Suda is a talented person who will contribute more to
the Company as a Director for the purposes of “Strengthening Market
Responsiveness” set forth in the sales divisions’ Fifth Mid-Term
Management Plan, securing profits, and enhancing our business base.
Accordingly, we nominate him as a candidate for Director.

Number ofshares of theCompany held

1986
2005
2008
2012
2016

10

10,100 shares

Candidate
No.

4.

Name
(Date ofbirth)

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

April1962 Joined Daiwa Securities Co. Ltd.
June
1991 Director of Daiwa Securities Co. Ltd.
September 1995 Executive Managing Director of Daiwa Securities Co.
TadahiroLtd.
SuzukiJune
1998 President and Director of Daiwa Securities Business(July 25,
Center Co. Ltd.
1943)
June
2000 President and Director of Retela Crea Securities Co., Ltd.
<Reappointed> June2012 Senior Advisor of Retela Crea Securities Co., Ltd.
June
2013 Retired as Advisor to Retela Crea Securities Co., Ltd.
<OutsideJune2014 Outside Director of Mito Securities Co., Ltd. (to present)
Director>(Reasonfor
nominating him as a candidate for Outside Director)<Independent
Mr.
Tadahiro
Suzuki has many years of managerial experience in the
Officer>
securities industry. At Daiwa Securities Co. Ltd., he served as a Director
and an Executive Managing Director. Additionally, at Daiwa Securities
Attendance at Business Center Co. Ltd. and Retela Crea Securities Co., Ltd., he served as
the Board of a President and Director. Since assuming the office of Outside Director of
Directors
the Company, his wealth of experience and insight has been a great asset toour management executives. We have also judged that Mr. Suzuki satisfies
Meetings
the requirements for the “Standards for the Independence of Outside
17/18
Officers” as set forth by the Company in its basic policy for Corporate
Governance. We therefore reappoint him as a candidate for Outside
Director.

11

Number ofshares of theCompany held

28,700 shares

Candidate
No.

Name
(Date ofbirth)

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

1977 Joined the Industrial Bank of Japan, Limited
2005 Executive Officer and General Manager of Nagoya

April2008 Managing Executive Officer and Marketing Officer ofApril2010 Full-time Corporate Auditor of DOWA HOLDINGS

Number ofshares of theCompany heldMarketing Department of Mizuho Corporate Bank, Ltd.
Mizuho Corporate Bank, Ltd.
CO., LTD.
2012 Deputy Chief Executive Officer of FUJITA KANKO(January 22,
INC.
1955)
March
2013 Representative Director and President of FUJITAKANKO INC.
<NewlyMarch
2019
Chairmanof FUJITA KANKO INC. (to present)
appointed>(Reason for nominating him as a candidate for Outside Director)<Outside
Mr. Akira Segawa has a high level of insight and capability from his
Director>
experience developed over years in the banking industry. Subsequently in<Independent FUJITA KANKO INC., he, as a Representative Director and President,
Officer>established a track record in striving to raise the attractiveness of the
tourism services industry based on customer-centered approach andimprove corporate value. We believe that Mr. Segawa is a talented person
who will provide quality advice and supervision based on his knowledge.
We have also judged that Mr. Segawa satisfies the requirements for the“Standards for the Independence of Outside Directors” as set forth by theCompany in its basic policy for Corporate Governance. Accordingly, we
nominate him as a candidate for Outside Director.

Akira Segawa January

5.

0 shares

Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Directors.
2. Messrs. Tadahiro Suzuki and Akira Segawa are candidates for Outside Directors.
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 intends to designate Mr. Akira Segawa as an independent officer and register him
with the said exchange. The Company has judged that Messrs. Tadahiro Suzuki and Akira Segawa
satisfy the Standards for the Independence of 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.
Additionally, the Company will enter into the same liability limitation agreement with Mr. Akira
Segawa when his appointment is approved.
5. The term of office of Mr. Tadahiro Suzuki from his assumption of office as Outside Director will be six
years at the conclusion of the meeting.

12

Proposal No. 3: 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 Offices (to present)June2015 Substitute Statutory Auditor, Mito Securities Co., Ltd. (topresent)(Significant office concurrently held)
Partner Attorney, South Toranomon Law Offices
Yutaka Ichikawa(Reason for nominating him as a candidate for Substitute Outside Statutory(September 8, 1970) Auditor)<Substitute Statutory Mr. Yutaka Ichikawa has abundant experience in legal circles as an
Auditor>Attorney-at-Law and advanced insight about laws and compliance. We
believe that Mr. Ichikawa is a talented person who will be capable of fulfilling
his roles as a Statutory Auditor. We have also judged that Mr. Ichikawa
satisfies the requirements for the “Standards for the Independence of Outside
Statutory Auditors”. Accordingly, we nominate him as a candidate to continue
serving as a Substitute Statutory Auditor.
Although he has never been involved in corporate management, it is judgedthat he will perform his duties as an Outside Statutory Auditor appropriately,
for the reasons mentioned above.

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.

13

(REFERENCE)
Financial Highlights(Year ended March 31)
2016

2017

2018

2019

2020

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

13,223

13,38916,152

11,533

11,946

Ordinary income (loss)(Millions of yen)

1,444

1,437

3,347

(142)

441

Net income (loss)(Millions of yen)

1,983

962

2,584

184

791

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

12,27275,689,033

75,689,033

70,689,033

70,689,033

70,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

37,75938,02640,39438,07036,535

Total assets(Millions of yen)

58,99162,75967,852

63,34560,940Net assets per share(Yen)

530.92538.71580.47548.13568.34

Cash dividend per share[interim cash dividend per share]

(Yen)

13.00
[6.00]

7.00[2.00]

20.00[5.00]

4.00[2.00]

8.00[4.00]Net income (loss) per share

(Yen)

27.65

13.57

36.93

2.66

11.86

Diluted net income (loss) per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

64.0

60.6

59.5

60.1

60.0

Return (loss) on equity

(%)

5.2

2.5

6.6

0.5

2.1

Payout ratio

(%)

47.0

51.6

54.2

150.4

67.4

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.

14