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 2, 2017
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 72 ORDINARY GENERAL MEETING OF SHAREHOLDERSnd

You are cordially invited to attend the 72nd 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., Monday, June 26, 2017 by either returning the Voting Rights Exercise Form with yourselections or voting via the website exclusively prepared for the exercise of voting rights(http://www.it-soukai.com/).
1. Date and Time:

Tuesday, June 27, 2017 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 72nd Fiscal Term(from April 1, 2016 to March 31, 2017)
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 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 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: Tuesday, June 27, 2017 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., Monday, June 26, 2017
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., Monday, June 26, 2017
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 (http://www.it-soukai.com/). 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 http://www.it-soukai.com/,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 ¥5.0 per
share for the term. The total annual dividend for the term will be ¥7.0 per share combined with the interim
dividend of ¥2.0.
(1) Types of dividend properties
Cash(2) Matters related to distribution of dividend properties and the amount¥5 per common share of the Company
Aggregate dividend amount: ¥355,608,900(3) Effective date of the dividend from surplus
June 28, 20176

Proposal No. 2: Election of Four Directors
The terms of office of four Directors, Toru Uozu, Katsunori Ishii, Hiroshi Kawasaki and Hideto Ozaki, 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.

Name(Date ofbirth)

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

1.

Number ofshares of theCompany held

1983 Joined The Industrial Bank of Japan, Limited (present
Mizuho Bank, Ltd.)
April
2009 General Manager, Operations Planning Division ofMizuho Corporate Bank, Ltd. (present Mizuho Bank, Ltd.)
July
2012 General Manager, Operations Service & Support Division
April
2013 Executive Officer, General Manager, Corporate Banking
Unit (Large Corporations)May
2013 Joined Mito Securities Co., Ltd., Advisor
June
2013 Managing Director, Supervisor, Management Planning
Division, Financial Affairs Division, Product Planning
Division, Product Division, and Investment Advisory
Division
April
2014 Managing Director, Supervisor, Management Planning
Division, Product Planning Division, Product Division,and Investment Advisory Division2015 Vice President and Director, Supervisor, Management
Toru Uozu April
Planning Division, Legal Affairs Division, Product(October 1,
10,800 shares
Planning Division, Product Division, and Investment
1959)
Advisory Division<Reappointed>
June2015 Vice President and Director, Supervisor, Management
Planning Division, Legal Affairs Division, Product
Planning Division, Product Division, Investment Advisory
Division, and Corporate Sales Division
October
2015 Vice President and Director, Supervisor, Management
Planning Division, Legal Affairs Division, Product
Planning Division, Product Division, Investment Advisory
Division, Corporate Sales Division, and Public Relations
Division(to the present)(Reason for nominating him as a candidate for Director)
Mr. Toru Uozu has provided advice and executed his duties by taking
advantage of his abundant experience and insight he has accumulated atfinancial institutions. We believe that Mr. Uozu is a valuable person for theCompany also from a viewpoint of diversity. We therefore reappoint him asa candidate for Director.

7

Candidate
No.

Name
(Date ofbirth)

Career summary, significant office(s) concurrently held, status andassignment at the Company
April
1984
April
1990
April
1995
September 1995
March
2000

2.

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
Seconded to Mito Investment Advisory Co., Ltd.
JASDAQ Promotion Office of Mito Securities Co., Ltd.
Seconded to Mito Economic Research Institute
General Manager, Investment Information Division of
Mito Securities Co., Ltd.
July
2007 General Manager, Product Planning Division
July
2008 Head of Wrap Business Preparation Office
August 2008 Assumed office as Executive Officer
December 2008 Executive Officer, General Manager, Investment Advisory
Division
April
2013 Executive Officer, in charge of Management Planning
Division and Investment Advisory Division2015 Executive Officer, in charge of Management Planning
Susumu Abe April
Division, Legal Affairs Division, and Investment(February 18,
Advisory Division
22,700 shares
1961)
October 2015 Executive Officer, in charge of Legal Affairs Division and<NewlyInvestment Advisory Division
appointed>
April2016 Executive Officer, in charge of Risk Management
Division, Legal Affairs Division, and Investment
Advisory Division
April
2017 Executive Officer, in charge of Investment Advisory
Division(to the present)(Reason for nominating him as a candidate for Director)
Mr. Susumu Abe has long experience in research and investment
information divisions and is widely in charge of management planning,legal affairs, and risk management. He has started up a fund wrap, astrategic product for the Company, and has been engaged in its promotion.
We believe that Mr. Abe will contribute to the Company’s managementfrom a broad perspective by taking advantage of his insight. We therefore
appoint 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
1984
February 2005
October 2007
March
2010
April
2010
March
2011

3.

Joined Mito Securities Co., Ltd.
General Manager, Chiba Branch
General Manager, Soka Branch
General Manager, Mito Branch
Assumed office as Executive Officer
Executive Officer, General Manager, Mito Branch;
General Manager, Corporate Division
April
2013 Executive Officer, General Manager, Sales 1st block
April2014 Executive Officer, in charge of Investment Information
Division, Wealth Management Division, and Sales
Planning and Policy Division
Katsuyuki
April2015 Executive Officer, in charge of Investment Information
Ishii
Division, Wealth Management Division, and Customer(January 23,
Center1962)
June2015 Executive Officer, in charge of Investment Information<NewlyDivision, Wealth Management Division, andappointed>
Underwriting Division
April
2016 Executive Officer, General Manager, Sales 3rd block
April2017 Executive Officer, in charge of Sales 1st block, Sales 2nd
block, and Sales 3rd block(to the present)(Reason for nominating him as a candidate for Director)
Mr. Katsuyuki Ishii has been engaged mainly in the sales divisions sincejoining the Company. We believe that his long years of experience,
knowledge, and popularity will be considerably utilized for formulating andpromoting the Company’s future sales strategies. We therefore appoint him
as a candidate for Director.

Number ofshares of theCompany held

919,600 shares

Candidate
No.

Name
(Date ofbirth)

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

Number ofshares of theCompany held

1979 Joined the Dai-ichi Mutual Life Insurance Company(present The Dai-ichi Life Insurance Company, Limited)
April
2000 General Manager, Real Estate Dept. of the Dai-ichi
Mutual Life Insurance Company
April2006 General Manager, Investment Planning Dept. of theDai-ichi Mutual Life Insurance Company
April2007 Executive Officer, Chief General Manager, Investment of
the Dai-ichi Mutual Life Insurance Company
April2011 Managing Executive Officer, Chief General Manager,
Investment; and General Manager, Equity Investment
Dept. of the Dai-ichi Mutual Life Insurance Company
June
2011 Managing Executive Officer, Chief General Manager,
Investment of the Dai-ichi Mutual Life Insurance
Koji
Company
Shimogama April
2012 Managing Executive Director of DIAM Co., Ltd. (present
Asset Management One Co., Ltd.)(February 24,
April
2014
Vice President and Representative Director of Corporate
1957)
0 shares4.
Pension Business Service Co., Ltd.
<NewlyJune
2014 Outside Auditor of IBJ Leasing Company, Limited
appointed>
April2015 President and Representative Director of Corporate<Outside
Pension Business Service Co., Ltd.
Director>(to the present)(Significant offices concurrently held)
President and Representative Director of Corporate Pension Business
Service Co., Ltd.
Outside Auditor of IBJ Leasing Company, Limited(Reason for nominating him as a candidate for Outside Director)
Mr. Koji Shimogama has been involved in business operations such as realestate and investment management at The Dai-ichi Life Insurance
Company, Limited, and is currently serving as president of a subsidiary of
the company. He has experience as a president and has knowledge thatcannot be obtained in the securities industry. We believe that Mr.
Shimogama will be able to express valuable opinions from the viewpoint ofdiversity of the Board of Directors. We therefore appoint him as a candidate
for Outside Director.
Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Directors.
2. Mr. Koji Shimogama is a candidate for Outside Director.
3. The Company is to register Mr. Koji Shimogama with the Tokyo Stock Exchange as an independent
officer to whom conflict of interest with general shareholders is unlikely to occur. The Company has
judged that Mr. Koji Shimogama satisfies the Standards for the Independence of Outside Officers as set
forth by the Company.
4. Liability limitation agreement with Outside Director
The Company is to enter into a liability limitation agreement with Mr. Koji Shimogama 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.

10Proposal No. 3: Election of Two Statutory Auditors
The terms of office of two Statutory Auditors, Mr. Ryoichi Ohno and Mr. Masao Obayashi, 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
October 1976
April
1979

Number ofshares of theCompany held

Passed the Bar Examination
Registered as Attorney-at-Law (First Tokyo Bar
Association)
Ryoichi Ohno June
2002 Outside Statutory Auditor of Mito Securities Co., Ltd.
(to the present)(April 24,(Significant office concurrently held)
1949)<Reappointed> Partner Attorney, South Toranomon Law Offices(Reason for nominating him as a candidate for Outside Statutory Auditor)<Outside
Mr. Ryoichi Ohno has abundant expertise as an Attorney-at-Law andStatutory
accumulated business experience and insight in addressing many legal
13,550 shares
1.
Auditor>issues during his long career. We believe that Mr. Ohno will audit theCompany from an objective, neutral, and outside perspective that is
Attendance of independent from the Company, and will contribute to reasonable
the Board ofmanagement decision-making and the assurance of managerial
Directors
transparency and soundness. We therefore reappoint him as a candidate to
Meetings
continue serving as Outside Statutory Auditor.
18/19
Although he has never participated in corporate management in the pastother than serving as an Outside Statutory Auditor, we believe that he will
be able to appropriately perform his duties as Outside Statutory Auditor
for the above reason.
August 1980 Joined Tetsu Tomiyama Certified Tax Accountant Office(present Tax Accountant Corporation Nihonbashi Sogo
Accounting)June
2005 Outside Statutory Auditor of Mito Securities Co., Ltd.
October 2012 Outside Statutory Auditor of Sato Pharmaceutical Co.,
Masao
Ltd.
Obayashi(to the present)(December 2,(Significant offices concurrently held)
1957)
Representative Partner, Tax Accountant Corporation Nihonbashi Sogo
<Reappointed> Accounting<Outside
Outside Statutory Auditor, Sato Pharmaceutical Co., Ltd.
Statutory(Reason for nominating him as a candidate for Outside Statutory Auditor)
3,000 shares
2.
Auditor>Mr. Masao Obayashi has abundant expertise as a Certified Tax Accountant
and accumulated business experience and insight in addressing many
Attendance of corporate accounting and tax issues during his long career. We believe that
Mr. Obayashi will audit the Company from an objective, neutral, andthe Board ofoutside perspective that is independent from the Company, and will
Directors
contribute to reasonable management decision-making and the assurance
Meetings
of managerial transparency and soundness. We therefore reappoint him as
19/19
a candidate for Outside Statutory Auditor.
Although he has never participated in corporate management in the pastother than serving as an Outside Statutory Auditor, we believe that he will
be able to appropriately perform his duties as Outside Statutory Auditor
for the above reason.
Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Statutory

11

Auditors.
2. Mr. Ryoichi Ono and Masao Obayashi are candidates for Outside Statutory Auditors.
3. The Company is to register Mr. Ryoichi Ono and Mr. Masao Obayashi with the Tokyo Stock Exchange
as independent officers to whom conflict of interest with general shareholders is unlikely to occur.
When Mr. Ohno and Mr. Obayashi are reelected as Outside Statutory Auditors, the Company willcontinue their appointment as independent officers. In addition, the Company has judged that theysatisfy the Standards for the Independence of Outside Statutory Auditors as set forth by the Company.
The terms of office of Mr. Ohno and Mr. Obayashi from their assumption of office as Outside Statutory
Auditors will be fifteen years and twelve years, respectively, at the conclusion of the meeting.
4 Liability limitation agreement with Outside Statutory Auditor
The Company has entered into a liability limitation agreement with each of Mr. Ryoichi Ohno and Mr.
Masao Obayashi to limit the liability provided for in Article 423, Paragraph 1 of the Company Law inaccordance with the provisions in Article 427, Paragraph 1 of the Company Law and the Articles ofIncorporation. The maximum amount of liability under the agreement will be five million (5,000,000)
yen or the minimum amount of liability stipulated by laws and regulations, whichever is higher.

12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)(Significant office concurrently held)
Yutaka Ichikawa
Partner Attorney, South Toranomon Law Offices(September 8, 1970) (Reason for nominating him as a candidate for Outside Substitute Statutory<Substitute 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 a talented person capable of fulfilling hisroles as a Statutory Auditor. Accordingly, we nominate him as a candidate tocontinue serving as a Substitute Statutory Auditor.
Although he has never participated in corporate management in the past, we
believe that he will be able to perform his duties as Outside Statutory Auditor
for the above reason.

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)
2013

2014

2015

2016

2017

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

14,062

15,762

15,192

13,223

13,389Ordinary income (loss)(Millions of yen)

2,847

4,187

3,323

1,444

1,437

Net income (loss)(Millions of yen)

2,612

3,756

2,485

1,983

962

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

12,27277,289,033

77,289,033

75,689,033

75,689,033

75,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

33,696

36,69039,19737,75938,026

Total assets(Millions of yen)

58,63662,26568,74558,99162,759Net assets per share(Yen)

454.53495.04543.49530.92538.71

Cash dividend per share[interim cash dividend per share]

(Yen)

12.00
[0.00]

16.00[7.00]

16.50[5.50]

13.00[6.00]

7.00[2.00]Net income (loss) per share

(Yen)

35.24

50.67

34.04

27.65

13.57

Diluted net income (loss) per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

57.5

58.9

57.0

64.0

60.6

Return (loss) on equity

(%)

8.4

10.7

6.6

5.2

2.5

Payout ratio

(%)

34.1

31.6

48.5

47.0

51.6

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