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 30, 2019
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 74th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 74th 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 24, 2019 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:

Tuesday, June 25, 2019 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 74th Fiscal Term(from April 1, 2018 to March 31, 2019)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Four 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 theprovisions of Article 16 of the Articles of Incorporation of the Company. Therefore, they are not attached to this Notice of1

Convocation.
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: Tuesday, June 25, 2019 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 24, 2019
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., Monday, June 24, 2019
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.
* When using a smartphone, etc., you canaccess the website also by reading the“QR code” shown on the right
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.
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 to 21:00 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.

*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.
4

*

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.

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 ¥2.0 per
share for the term. The total annual dividend for the term will be ¥4.0 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¥2 per common share of the Company
Aggregate dividend amount: ¥140,242,978(3) Effective date of the dividend from surplus
June 26, 20196

Proposal No. 2: Election of Four Directors
The terms of office of four Directors, Toru Uozu, Susumu Abe, Katsuyuki Ishii and Koji Shimogama, will
expire at the conclusion of the meeting. Accordingly, election of the following four Directors is proposed.
The candidates for Directors are as follows:

CandidateNo.

Status at theCompany

Name

Attendance at
Term of office
the Board offrom assumption
Directorsof officeMeetings

1

Toru Uozu

Reappointed

Vice President andRepresentative
Director

2

Susumu Abe

Reappointed

Director

2 years

18 / 18

3

Katsuyuki Ishii

Reappointed

Director

2 years

18 / 18

4

Koji
Shimogama

Reappointed

Director

2 years

18 / 18

OutsideIndependent

7

6 years

17 / 18

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
1999 Deputy Manager, Fifth Sales Division of The Industrial
Bank of Japan
April
2005 General Manager, Operational Promotion Unit,
Administrative Business Division of Mizuho Corporate
Bank, Ltd. (present Mizuho Bank, Ltd.)
April
2007 General Manager, Financial Innovation Office,Administrative Business Division and General Manager,
Operational Promotion Unit of Mizuho Corporate Bank,
Ltd.
2009 General Manager, Operations Planning Division ofToru Uozu April
Mizuho Corporate Bank, Ltd.
(October 1,
July
2012
GeneralManager, Operations Service & Support Division
1959)
of Mizuho Corporate Bank, Ltd.
<Reappointed>
April2013 Executive Officer of Mizuho Corporate Bank, Ltd.
May
2013 Joined Mito Securities Co., Ltd., Full-time Advisor
17,600 shares
Attendance at June2013 Managing Director
the Board of April
2015 Vice President and Director
Directors
June2018 Supervisor, Audit Division, Management Planning
Meetings
Division, Financial Affairs Division, Risk Management
17/18
Division, Compliance Division, Operation Guidance
Division, and Examination Division (to present)June2018 Vice President and Representative Director (to present)(Reason for nominating him as a candidate for Director)
Mr. Toru Uozu has executed his duties by taking advantage of his abundant
experience, financial knowledge, and insight as a former bank employee.
Mr. Uozu has also performed appropriate business operations by gathering
information using a wide range of networks. Furthermore, Mr. Uozu hastaken charge of important roles mainly in improving the Company’s
compliance system as a Representative Director and Supervisor of Internal
Administration. We believe that Mr. Uozu will improve the decision-makingof the Board of Directors as before by taking advantage of his abundantinsight, etc. 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
March
July
July
Susumu Abe August
June(February 18,
June
1961)

2.

1984
2000
2007
2008
2008
2017
2018

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
General Manager, Investment Information Division
General Manager, Product Planning Division
Head of Wrap Business Preparation Office
Executive Officer
Director (to present)
Supervisor, Investment Information Division, Product
Planning Division, Product Division, Investment Advisory<Reappointed>
Division, and Corporate Sales Division (to present)(Reason for nominating him as a candidate for Director)
27,800 shares
Attendance at Mr. Susumu Abe has long experience in investment information divisions
the Board of and has been the central person behind the fund wrap, a strategic product for
the Company, having been involved in the product since its startup. Mr.
Directors
Abe has also experienced work in many of the Head Office divisions as an
Meetings
Executive Officer in charge and as a supervising Director, and has
18/18
expressed his opinions at meetings from various viewpoints. We believethat Mr. Abe is a talented person who will play an active role in the Boardof Directors and in the execution of duties by taking advantage of his
above-described experience. 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
1984
February 2005
October 2007
March
2010
Katsuyuki April
2010
Ishii
June
2017
(January 23, June
2018
1962)

3.

Joined Mito Securities Co., Ltd.
General Manager, Chiba Branch
General Manager, Soka Branch
General Manager, Mito Branch
Executive Officer
Director (to present)
Supervisor, Sales 1st block, Sales 2nd block, Sales 3rd
block, Wealth Management Division, Sales Planning andPolicy Division, Customer Center, and Underwriting<Reappointed>
Division (to present)(Reason for nominating him as a candidate for Director)
Attendance at Mr. Katsuyuki Ishii has been engaged in the sales divisions over the years
the Board of since joining the Company. Mr. Ishii assumed an Executive Officer position
Directorsin April 2010 to serve as a General Manager of the Mito Branch, andMeetings
thereafter took charge as a General Manager of the Sales block andsupervised the Sales Planning and Policy Division, playing important roles
18/18
in the sales divisions. We believe that Mr. Ishii is a talented person who willlead the sales divisions as before, in view of his excellent capabilities inexternal negotiations and the deep trust he has earned from the sales
divisions. We therefore reappoint him as a candidate for Director.

Number ofshares of theCompany held

10

24,700 shares

Candidate
No.

Name
(Date ofbirth)

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

4.

1979 Joined the Dai-ichi Mutual Life Insurance Company(present The Dai-ichi Life Insurance Company, Limited)
April
2007 Executive Officer of the Dai-ichi Mutual Life Insurance
Company
April
2011 Managing Executive Officer of the Dai-ichi Mutual Life
Insurance Company
Koji
2012 Managing Executive Director of DIAM Co., Ltd. (present
Shimogama April
Asset Management One Co., Ltd.)(February 24,
April
2014 Vice President and Representative Director of Corporate
1957)
Pension Business Service Co., Ltd.
<Reappointed>
June2014 Outside Auditor of IBJ Leasing Company, Limited<Outside
April
2015 President and Representative Director of Corporate
Director>
Pension Business Service Co., Ltd. (to present)<Independent June2017 Outside Director of Mito Securities Co., Ltd. (to present)
Officer>(Significant offices concurrently held)
President and Representative Director of Corporate Pension Business
Attendance at Service Co., Ltd.
the Board of (Reason for nominating him as a candidate for Outside Director)
Mr. Koji Shimogama gained experience working in a real estate division,
Directors
management planning division, investment division, etc. after joining a life
Meetings
insurance company. Thereafter he was involved in asset management at an
18/18
asset management company. He is currently involved in corporate
management as a President and Representative Director. Since June 2017
Mr. Shimogama has taken part in management as an Outside Director of theCompany and has expressed appropriate opinions at the Board of Directors
meetings. He is expected to actively play the same roles as before. We
therefore reappoint him as a candidate for Outside Director.

Number ofshares of theCompany held

0 shares

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 has registered Mr. Koji Shimogama with the Tokyo Stock Exchange as an independent
officer to whom conflict of interest with general shareholders is unlikely to occur. When Mr. Koji
Shimogama is reelected as Outside Director, the Company will continue his appointment as anindependent officer. 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 has entered 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. When Mr. Koji Shimogama isreelected as Outside Director, the Company will continue the liability limitation agreement with him.
5. The term of office of Mr. Mr. Koji Shimogama from his assumption of office as Outside Director will
be two years at the conclusion of the meeting.

11

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)
Yutaka Ichikawa
Partner Attorney, South Toranomon Law Offices(September 8, 1970) (Reason for nominating him as a candidate for Substitute Outside 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 who will be capable offulfilling his roles as a Statutory Auditor. 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.

12

(REFERENCE)
Financial Highlights(Year ended March 31)
2015

2016

2017

2018

2019

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

15,192

13,223

13,38916,152

11,533

Ordinary income (loss)(Millions of yen)

3,323

1,444

1,437

3,347

(142)

Net income (loss)(Millions of yen)

2,485

1,983

962

2,584

184

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

12,27275,689,033

75,689,033

75,689,033

70,689,033

70,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

39,19737,75938,02640,39438,070Total assets(Millions of yen)

68,74558,99162,75967,852

63,345

Net assets per share(Yen)

543.49530.92538.71580.47548.13

Cash dividend per share[interim cash dividend per share]

(Yen)

16.50
[5.50]

13.00[6.00]

7.00[2.00]

20.00[5.00]

4.00[2.00]Net income (loss) per share

(Yen)

34.04

27.65

13.57

36.93

2.66

Diluted net income (loss) per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

57.0

64.0

60.6

59.5

60.1

Return (loss) on equity

(%)

6.6

5.2

2.5

6.6

0.5

Payout ratio

(%)

48.5

47.0

51.6

54.2

150.4

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.

13