This document has been translated from a part of the Japanese original for reference purposes only. In the eventof 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 of damages
arising from the translation.
Securities Code: 8622
May 30, 2022
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 77th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform that the 77th Ordinary General Meeting of Shareholders of Mito Securities Co., Ltd.
(the “Company”) will be held as described below.
If you do not 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 your voting
rights by 5:00 p.m., Thursday, June 23, 2022 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:

Friday, June 24, 2022 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 77th Fiscal Term(from April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Seven Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal No. 4: Election of Three Directors who are Audit and Supervisory Committee Members
Proposal No. 5: Election of One Substitute Director who is an Audit and Supervisory Committee
Member
Proposal No. 6: Determination of the Amount of Compensation, etc. for Directors (excluding
Directors who are Audit and Supervisory Committee Members)
Proposal No. 7: Determination of the Amount of Compensation, etc. for Directors who are Audit
and Supervisory Committee Members
Proposal No. 8: Determination of the Amount of Performance-linked Stock Compensation, etc. for
Directors (excluding Directors who are Audit and Supervisory Committee
Members)1

4. Guide for Shareholders when Voting:
Please review the “Guide for Shareholders when Voting” on pages 3 through 6.
* 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, 6. Matters Concerning Establishment of
Systems, etc. to Ensure the Appropriateness of the Operations in the Business Report, 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 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: https://www.mito.co.jp/

2

Guide for Shareholders when Voting
Voting with a Smartphone
You can log in to the voting website for the exercise of voting rights without entering the “proxy code” or“password.”
For details, please see page 4.
Deadline for voting

The votes must be received by 5:00 p.m., Thursday, June 23, 2022

Voting with a PC
Exercise of voting rights with a PC is only possible by accessing the website exclusively prepared for the exercise
of voting rights below.
For details, please see page 5.
Deadline for voting

The votes must be received by 5:00 p.m., Thursday, June 23, 2022

Website for the exercise of voting rights: https://soukai.mizuho-tb.co.jp/
Voting in Writing
Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form andmail the Form.
For details, please see page 5.
Deadline for voting

The votes must be received by 5:00 p.m., Thursday, June 23, 2022

If You Attend the Meeting
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.
Friday, June 24, 2022 at 10:00 a.m.
Date and time of(The reception desk will open at 9:00 a.m.)
the meeting3

Voting with a Smartphone
Deadline for voting

The votes must be received by 5:00 p.m., Thursday, June 23, 2022

STEP 1: Read the QR code
Read the “Log-in QR code for the website for the exercise of voting rights for smartphones” shown on thebottom right of your Voting Right Exercise Form with a smartphone or a tablet.
STEP 2: Select the method for the exercise of voting rights
The screen of the website for the exercise of voting rights will open.
Select the method for the exercise of voting rights.
STEP 3: Select your vote for or against each of the proposals
Follow the directions on the screen to select your vote for or against each of the proposals.
Follow the directions on the screen to complete your votes.
With “Smart Exercise,” only ONE vote can be entered. When you change your vote after the exercise, please
access the 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 the voting website for PCs.
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
You can also access “Smart Exercise” from “Internet Convocation.”
If you select the “Smart Exercise” button on “Internet Convocation,” the camera on your device will be activated.
You can access “Smart Exercise” by taking a photo with the camera of the QR code on the Voting Rights Exercise
Form.
Access from here

4

Voting with a PC
Deadline for voting

The votes must be received by 5:00 p.m., Thursday, June 23, 2022

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/).
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 andclick “Next.”
STEP 3: Change your password
Enter your temporary password in the top box and a new password in thesecond box before clicking “Register.”
Next, please enter your vote for or against each of the proposals following
the directions on the screen.
Voting in Writing
Deadline for voting

The votes must be received by 5:00 p.m., Thursday, June 23, 2022

Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form andreturn the Form so that it will be received by the deadline for voting.
Please indicate your vote for or against each of the proposals
here.
[Proposals 1, 2, 5, 6, 7 and 8]
If yes:If no:[Proposal 3 and 4]

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.

5

Please circle the “No” column.
Please circle the “Yes” column and fill in
the number of each of the candidates you
are voting against.

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.

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.

6Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Matters related to the year-end dividend:
Shareholder returns of the Company are based on its management philosophy of making the best efforts forshareholders, and the Company makes it a basic policy to distribute dividends in line with a payout ratio ofaround 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 ¥6.0 per
share for the term. The total annual dividend for the term will be ¥14.0 per share combined with the interim
dividend of ¥8.0 (including a commemorative dividend of ¥2.0).
(1) Types of dividend properties
Cash(2) Matters related to distribution of dividend properties and the amount¥6 per common share of the Company
Aggregate dividend amount: ¥390,727,224(3) Effective date of the dividend from surplus
June 27, 2022

7

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Proposal(1) The Company seeks to transition to a company with Audit and Supervisory Committee for the purposeof strengthening its audit and supervisory functions and further enhancing its corporate governance structure,
thereby to realize higher corporate value, by establishing the Audit and Supervisory Committee and granting
the Directors who are Audit and Supervisory Committee Members (including multiple Outside Directors) theright to vote at the Board of Directors’ meetings. Accordingly, provisions concerning the Audit andSupervisory Committee and its members shall be newly established, while the provisions on Statutory Auditors
and the Board of Statutory Auditors shall be deleted or amended.
(2) The system for providing general shareholder meetings’ materials in electronic format will be
introduced with the enforcement of the amended provisions set forth in the proviso of Article 1 of the
supplementary provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019) on
September 1, 2022. Accordingly, to prepare for the introduction of the system, the proposed Article 15(Measures for Electronic Provision, Etc.) shall be newly established and Article 16 (Internet-Based Disclosure
and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current
Articles of Incorporation, which will become unnecessary, shall be deleted. In line with the establishment anddeletion of the provisions, supplementary provisions on the effective date and other relevant matters shall beestablished.
(3) To enable the Company to pay dividends from surplus and decide on other matters by resolution of theBoard of Directors under the provisions of Article 459, Paragraph 1 of the Companies Act so that the Company
will be able to flexibly implement capital and dividend policies, the proposed Article 31 (Organ to Decide on
Matters including Dividends of Surplus) shall be newly established, and Article 35 of the current Articles ofIncorporation (Record Date for Dividends of Surplus) shall be amended. In addition, Article 7 (Acquisition ofTreasury Stock) of the current Articles of Incorporation, which partially overlaps with these provisions, shallbe deleted.
(4) To enable Directors to fully discharge their expected roles, the proposed Article 27, Paragraph 1(Exemption of Directors from Liability) shall be newly established to provide to the effect that the Company
may, by resolution of its Board of Directors, exempt Directors from liability within the scope provided by laws
and regulations. In addition, given the assumed level of compensation for Directors (excluding executive
directors, etc.), the limit of liability under the contract entered into with Directors (excluding executive
directors, etc.) provided in Article 26 (Limitation on Liability of Directors) of the current Articles ofIncorporation shall be changed to an amount prescribed by laws and regulations, as provided in the proposed
Article 27, Paragraph 2. The consent of each Statutory Auditor has been obtained for the establishment andamendment of these provisions.
(5) The Company will relocate its Head Office for the purpose of expanding the Head Office’s functions,increasing operational efficiency, and reducing expenses. Accordingly, Article 3 (Location of Head Office) of
the current Articles of Incorporation shall be amended. In line with the establishment and deletion of theseprovisions, supplementary provisions on the effective date and other relevant matters shall be established.
(6) In line with the establishment, amendment, and deletion of provisions mentioned above, amendments
to article numbers, corrections of terms, and other amendments required shall be made.
2. Details of Amendments
The details of the amendments are as follows.
The amendments to the Articles of Incorporation shall come into force at the conclusion of this Ordinary
General Meeting of Shareholders; provided, however, that the timing when the establishment and deletion
pertaining to 1. (2) and 1. (5) above come into force shall be in accordance with Articles 2 and 1,
respectively, of the proposed supplementary provisions.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments
Chapter I. General Provisions
Chapter I. General Provisions
Articles 1-2
Articles 1-2
8

<Provisions omitted><Unchanged>(Location of Head Office)
Article 3 The Company’s head office shall belocated in Chuo-ku, Tokyo.

(Location of Head Office)
Article 3 The Company’s head office shall belocated in Bunkyo-ku, Tokyo.

(Organs)
Article 4 The Company shall have the following
organs in addition to the general meeting ofshareholders and directors:(1) Board of directors;(2) Statutory auditors;(3) Board of statutory auditors; and(4) Accounting auditor.

(Organs)
Article 4 The Company shall have the following
organs in addition to the general meeting ofshareholders and directors:(1) Board of directors;(2) Audit and supervisory committee; and(Deleted)(3) Accounting auditor.

Article 5<Provisions omitted>

Article 5<Unchanged>

Chapter II. Shares
Article 6<Provisions omitted>

Article 6<Unchanged>

Chapter II. Shares(Acquisition of Treasury Stock)
Article 7 The Company may, by resolution of its
board of directors, acquire treasury stock throughmarket transactions and other means, pursuant to
the provisions of Article 165, Paragraph 2 of theCompanies Act.

(Deleted)

Articles 8-12
<Provisions omitted>

Articles 7-11
<Unchanged>

Chapter III. General Meeting of Shareholders
Articles 13-15<Provisions omitted>

Chapter III. General Meeting of Shareholders
Articles 12-14<Unchanged>(Internet-Based Disclosure and Deemed Provisionof Reference Documents for the General Meetingof Shareholders, Etc.)
Article 16 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining tomatters to be described or indicated in the reference
documents for the general meeting of shareholders,business report, non-consolidated financial
statements, and consolidated financial statements,
by disclosing such information through the internet
in accordance with the provisions provided in the
Ordinance of the Ministry of Justice.

(Deleted)<Newly established>(Measures for Electronic Provision, Etc.)
9Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference documents
for the general meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all or partof the matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.

Articles 17-18<Provisions omitted>

Articles 16-17<Unchanged>

Chapter IV. Directors and Board of Directors(Number)
Article 19 The Company shall have eight or lessdirectors.
<Newly established>

Chapter IV. Directors and Board of Directors(Number)
Article 18 The Company shall have 10 or lessdirectors.
2. Of the directors provided in the preceding
paragraph, the number of directors who are audit
and supervisory committee members shall be fiveor less.

(Method of Election)
Article 20 Directors shall be elected at a general
meeting of shareholders.

(Method of Election)
Article 19 Directors who are audit andsupervisory committee members and other directors
shall be separately elected at a general meeting ofshareholders.
2. <Unchanged>

2. Resolutions for the election provided in thepreceding paragraph shall be adopted by a majority
vote of shareholders present at a general meeting ofshareholders at which shareholders holding onethird or more of the total number of voting rights ofall shareholders entitled to exercise their voting
rights are present.
3. Resolutions for the election of directors shall not
be made by cumulative voting.

3. <Unchanged>

Article 21<Provisions omitted>

Article 20<Unchanged>(Term of Office)
Article 22 The term of office of a director shall
expire at the conclusion of the ordinary general
meeting of shareholders held with respect to thelast business year ending within two years after hisor her election; provided, however, that the term ofoffice of a director elected to fill a vacancy shall be
the same as the remaining term of office of other(Term of Office)
Article 21 The term of office of a director(excluding directors who are audit and supervisorycommittee members), shall expire at the conclusionof the ordinary general meeting of shareholders
held with respect to the last business year ending
within one year after his or her election.
10

directors then in office.
<Newly established><Newly established><Newly established>(Representative Directors and Directors with Titles)
Article 23 The board of directors shall, by its
resolution, appoint representative directors.

2. The board of directors may, by its resolution,
appoint one chairman, one president, and a few
vice presidents, senior managing directors, andmanaging directors.

(Board of Directors)
Article 24<Provisions omitted>
2. Unless otherwise provided for in laws andregulations, a meeting of the board of directors
shall be convened and presided over by thechairman or the president. If both the chairman andthe president are unable to act, another director
shall act in his or her place in accordance with anorder predetermined by the board of directors.
3. The notice of convening a meeting of the boardof directors shall be sent to each director and eachstatutory auditor at least four days prior to the dateof the meeting; provided, however, that this period
may be shortened in case of urgency.
<Newly established>

2. The term of office of a director who is an audit
and supervisory committee member shall expire at
the conclusion of the ordinary general meeting ofshareholders held with respect to the last businessyear ending within two years after his or her
election.
3. The term of office of a director who is an audit
and supervisory committee member elected to fill avacancy created by retirement of a director who is
an audit and supervisory committee member before
expiration of his or her term shall be the same as
the remaining term of office of his or her
predecessor.
4. The preliminary election of a director who is a
substitute audit and supervisory committee member
shall be effective until the commencement of theordinary general meeting of shareholders held withrespect to the last business year ending within two
years after the ordinary general meeting ofshareholders at which his or her election wasdetermined.
(Representative Directors and Directors with Titles)
Article 22 The board of directors shall, by its
resolution, appoint representative directors fromamong directors (excluding directors who are audit
and supervisory committee members).
2. The board of directors may, by its resolution,
appoint one chairman, one president, and a few vicepresidents, senior managing directors, andmanaging directors from among directors(excluding directors who are audit and supervisorycommittee members).
(Board of Directors)
Article 23<Unchanged>
2. Unless otherwise provided for in laws andregulations, a meeting of the board of directors
shall be convened and presided over by a director
predetermined by the board of directors. If that
director is unable to act, another director shall act in
his or her place in accordance with an orderpredetermined by the board of directors.
3. The notice of convening a meeting of the boardof directors shall be sent to each director by at least
four days prior to the date of the meeting; provided,
however, that this period may be shortened in caseof urgency.
4. With the unanimous consent of all directors, a11

4. The Company shall deem that a resolution isadopted by the board of directors if therequirements of Article 370 of the Companies Act
are met.

meeting of the board of directors may be held
without following the convocation procedure.
5. <Unchanged><Newly established>(Delegation of Important Business Execution
Decisions to Directors)
Article 24 Pursuant to the provisions of Article399-13, Paragraph 6 of the Companies Act, theCompany may delegate to directors all or part ofdecisions on important business execution(excluding matters listed in the items of Article399-13, Paragraph 5 of the same Act) by resolutionof the board of directors.

<Newly established>(Board of Directors’ Regulations)
Article 25 Matters concerning the board of
directors shall be governed by the board of
directors’ regulations established by the board of
directors in addition to laws and regulations orthese Articles of Incorporation.

(Director Compensation, Etc.)
Article 25 Compensation, bonuses, and othereconomic benefits (“Compensation, etc.”) directors
receive from the Company in consideration of their
execution of duties shall be determined byresolution of a general meeting of shareholders.

(Director Compensation, Etc.)
Article 26 Compensation, bonuses, and othereconomic benefits directors receive from theCompany in consideration of their execution ofduties shall be determined, separately for directors
who are audit and supervisory committee members
and other directors, by resolution of a general
meeting of shareholders.

(Limitation on Liability of Directors)
Article 26 <Paragraph 1 newly established>(Exemption of Directors from Liability)
Article 27 Pursuant to the provisions of Article
426, Paragraph 1 of the Companies Act, theCompany may, by resolution of its board of
directors, exempt directors (including former
directors) from liability under Article 423,
Paragraph 1 of the same Act within the limits
provided for in laws and regulations.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into contracts with directors (excluding
executive directors, etc.) to limit liability fordamages provided in Article 423, Paragraph 1 of
the Companies Act; provided, however, that thelimit of liability under the contract shall be theamount prescribed by laws and regulations.

Under the provisions of Article 427, Paragraph 1 of
the Companies Act, the Company may enter into
contracts with directors (excluding executive
directors, etc.) to limit liability for damages causedby acts prescribed in Article 423, Paragraph 1 of
the Companies Act; provided, however, that thelimit of liability under the contract shall be thehigher of a predetermined amount of not less thanseven million yen or an amount prescribed by laws
and regulations.

12

Chapter V. Statutory Auditors and Board of
Statutory Auditors(Number)
Article 27 The Company shall have four or lessstatutory auditors.
(Method of Election)
Article 28 Statutory auditors shall be elected at a
general meeting of shareholders.

(Deleted)(Deleted)(Deleted)

2. Resolutions for the election provided in thepreceding paragraph shall be adopted by a majority
vote of shareholders present at a general meeting ofshareholders at which shareholders holding onethird or more of the total number of voting rights ofall shareholders entitled to exercise their voting
rights are present.
(Term of Office)
Article 29 The term of office of a statutory
auditor shall expire at the conclusion of theordinary general meeting of shareholders held withrespect to the last business year ending within four
years after his or her election.
2. The term of office of a statutory auditor elected
to fill a vacancy created by retirement of a statutory
auditor before expiration of his or her term shall be
the same as the remaining term of office of his or
her predecessor.
(Limitation on Liability of Statutory Auditors)
Article 30 Pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act, theCompany may enter into contracts with statutory
auditors to limit liability for damages caused byacts prescribed in Article 423, Paragraph 1 of theCompanies Act; provided, however, that the limitof liability under the contract shall be the higher ofa predetermined amount of not less than fivemillion yen or an amount prescribed by laws andregulations.
(Full-Time Statutory Auditors)
Article 31 The board of statutory auditors shallappoint full-time statutory auditors by its
resolution.
(Board of Statutory Auditors)
Article 32 The notice of convening a meeting of
the board of statutory auditors shall be sent to each

(Deleted)(Deleted)(Deleted)(Deleted)13

statutory auditor at least four days prior to the dateof the meeting; provided, however, that this period
may be shortened in case of urgency.
2. With the unanimous consent of all statutory
auditors, a meeting of the board of statutory
auditors may be held without following theconvocation procedure.
(Statutory Auditor Compensation. Etc.)
Article 33 Compensation, etc. of statutory
auditors shall be determined by resolution of ageneral meeting of shareholders.

<Newly established><Newly established><Newly established>(Deleted)

Article V. Audit and Supervisory Committee(Convocation Notice of Audit and Supervisory
Committee Meetings)
Article 28 The notice of convening a meeting of
the audit and supervisory committee shall be sent toeach audit and supervisory committee member at
least four days prior to the date of the meeting;provided, however, that this period may be
shortened in case of urgency.
2. With the unanimous consent of all audit andsupervisory committee members, a meeting of theaudit and supervisory committee may be held
without following the convocation procedure.
(Audit and Supervisory Committee’s Regulations)
Article 29 Matters concerning audit andsupervisory committee shall be governed by theaudit and supervisory committee’s regulations
established by the audit and supervisory committee
in addition to laws and regulations or these Articles
of Incorporation.

Chapter VI. Accounts

Chapter VI. Accounts

Article 34<Provisions omitted>

Article 30<Unchanged><Newly established>(Organ to Decide on Matters including Dividendsof Surplus)
Article 31 Unless otherwise provided for in laws
and regulations, the Company may decide on thematters including the dividends of surplus
prescribed in the items of Article 459, Paragraph 1of the Companies Act by resolution of the board of
directors.

(Record Date for Dividends of Surplus)(Record Date for Dividends of Surplus)
14

Article 35<Provisions omitted>
2. The Company may, by resolution of its board of
directors, distribute interim dividends by setting arecord date of September 30 each year.
3. In cases in which dividends are distributed inmoney, if they have not been received for a full
three years after the day on which payment hascommenced, the Company shall be released fromits obligation to make such payments.

Article 32<Unchanged>
2. The record date for the interim dividend of theCompany shall be September 30 each year.

<Newly established>

Supplementary Provisions(Transitional Measures for Relocation of Head
Office)Article 1 The amendment to Article 3 (Locationof Head Office) of the Articles of Incorporation
shall come into effect on the date of relocating thehead office (no later than December 31, 2022),
which is to be determined by resolution of theboard of directors.
2. This Article shall be deleted after the dateprovided in the preceding paragraph. With thedeletion, succeeding Articles shall be moved up
accordingly.

<Newly established><Newly established>

3. <Unchanged>(Transitional Measures for Electronic Provision ofReference Documents for General Meetings ofShareholders)
Article 2 The deletion of Article 16 (InternetBased Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) of the Articles of Incorporation
before the amendment and the establishment of theamended Article 15 (Measures for Electronic
Provision, Etc.) shall come into effect on the dateof enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the Articles ofIncorporation before the amendment shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six months
from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the date of
the general meeting of shareholders set forth in thepreceding paragraph, whichever is later. With the15deletion, succeeding Articles shall be moved up
accordingly.

<Newly established>(Transitional Measures for Exemption of Statutory
Auditors from Liability)
Article 3 Pursuant to the provisions of Article
426, Paragraph 1 of the Companies Act, theCompany may, by resolution of its board of
directors, exempt former statutory auditors fromliability under Article 423, Paragraph 1 of theCompanies Act, within the limits provided for inlaws and regulations.
2. This Article shall be deleted after the lapse of 10
years from the conclusion of the 77th ordinary
general meeting of shareholders.

16Proposal No. 3: Election of Seven Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The Company will transition to a company with an Audit and Supervisory Committee, under the condition
that Proposal No. 2: “Partial Amendments to the Articles of Incorporation” is approved and resolved. As aresult, under the stipulations of Article 332, Paragraph 7, Item 1 of the Companies Act, the terms of office of alleight Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, election ofseven Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies
within this proposal) is proposed.
Additionally, the resolution of this proposal shall take effect, conditional upon the approval and resolution of
Proposal No. 2: “Partial Amendments to the Articles of Incorporation” as originally proposed, and theamendments to the Articles of Incorporation regarding the transition to a company with an Audit andSupervisory Committee resulting from resolution of said proposal coming into effect.
The candidates for Directors are as follows:

Candidate
No.

Name

1

Katsunori Kobayashi

Reappointed

2

Toru Uozu

Reappointed

3

Susumu Abe

Reappointed

4

Yasuyuki Suda

Reappointed

5

Takeshi Ohtsuki

Newly
appointed

6

Akira Segawa

Reappointed

OutsideIndependent

7

Toshihiko Koiwai

Newlyappointed

OutsideIndependent

17

Attendance at
the Board of
Number of
Directors
years served as
Meetings andStatus at thea Director andthe Board ofCompanya Statutory
Statutory
Auditor
Auditors
Meetings
Board ofPresident andDirectors
Representative
4 years
Meetings
Director
19 / 19
Board ofVice President
Directors
and9 years
Meetings
Representative
19 / 19
Director
Board ofDirectors
Managing
5 years
Meetings
Director
19 / 19
Board ofDirectors
Director
2 years
Meetings
19 / 19
Board ofDirectors
Meetings
14 / 14
Statutory
Board of1 yearAuditor
Statutory
Auditors
Meetings
10 / 10
Board ofDirectors
Outside2 years
Meetings
Director
18 / 19---

Candidate
Name
No.
(Date of birth)

1.

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

April2005 Joined Mito Securities Co., Ltd.
April
2017 Executive Officer
June2018 President and Representative Director (to present)
Katsunori(Reason for nominating him as a candidate for Director)
Kobayashi
Mr. Katsunori Kobayashi possesses abundant experience and(July 12, 1976)
achievements at the sales divisions and major divisions such as corporate<Reappointed>
planning, sales planning and auditing in the Head Office. Since assuming
the office of President and Representative Director, he has been leading
Attendance at
the whole Company with a strong centripetal force, demonstrating his
the Board ofown unique vision in many facets, while also following the existing
Directors
management policy. We believe that his flexible creativity, accurate
Meetings
analytical ability, and strong leadership based on his broad perspective
19/19
and experience and achievements as a corporate manager are
indispensable for the continued development of the Company. We
therefore consider him a suitable Director of the Company.

18

Number ofshares of theCompany held

343,800 shares

Candidate
Name
No.
(Date of birth)

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

2.

1983 Joined The Industrial Bank of Japan, Limited (present
Mizuho Bank, Ltd.)
April
2013 Executive Officer, Mizuho Corporate Bank, Ltd.
(present Mizuho Bank, Ltd.)May
2013 Joined Mito Securities Co., Ltd., Full-time Advisor
June
2013 Managing Director
April2015 Vice President and Director
June2018 Vice President and Representative Director (to present)
Toru Uozu
2020 Supervisor, Management Planning Division,(October 1, June
Compliance Division, Examination Division, Operation
1959)
Guidance Division, Financial Affairs Division, and<Reappointed>
Audit Division (to present)(Reason for nominating him as a candidate for Director)
Attendance at
Mr. Toru Uozu has executed his duties by taking advantage of his
the Board ofabundant experience at a bank and his knowledge of accounting andDirectors
finance. In addition, Mr. Uozu is well versed in wide variety of legal
Meetings
systems. Furthermore, as a Supervisor of Management Planning Division,
19/19
he has achieved results in drawing up mid-term management plans andannual plans, and also as a Supervisor of Internal Administration, he isindispensable for building governance systems of the Company. We
believe that Mr. Uozu will further enhance the decision-making functionof the Board of Directors as before by taking advantage of his experienceand insight in the Board of Directors. We therefore consider him asuitable Director of the Company.

Number ofshares of theCompany held

19

32,700 shares

Candidate
Name
No.
(Date of birth)

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

3.

Joined Mito Securities Co., Ltd.
Executive Officer
Director
Managing Director (to present)
Supervisor, Personnel Affairs Division, Human
Susumu Abe
Resources Development Division, Investment(February 18,
Information Division, and Investment Advisory
1961)
Division (to present)<Reappointed> (Reason for nominating him as a candidate for Director)
Mr. Susumu Abe has been deeply involved in strengthening our research
Attendance at division for many years. He also possesses high level expertise in market
the Board of analysis, achieving stable performance as the person in charge of theinvestment policy in the fund wrap business. In addition, as a Supervisor
Directorsof Internal Administration, he has promoted an internal control system by
Meetings
thoroughly complying with laws and regulations by officers and
19/19
employees, while also taking advantage of the networks he has built so far
to make a great contribution in terms of personnel and human resource
development. Mr. Abe possesses indispensable knowledge and experiencefor promoting the strategies of the Company in the future. We therefore
consider him a suitable Director of the Company.

Number ofshares of theCompany held

1984
2008
2017
2020

20

41,300 shares

Candidate
Name
No.
(Date of birth)

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

4.

1986
2016
2020

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
Executive Officer
Director (to present)
Yasuyuki Suda
Supervisor, Sales 1st block, Sales 2nd block, and Sales 3rd(April 17,
block, Wealth Management Division, Sales Planning
1962)
and Policy Division, and Customer Center (to present)<Reappointed> (Reason for nominating him as a candidate for Director)
Mr. Yasuyuki Suda has served as General Manager of two Branches in
17,400 shares
Attendance at retail sales. He is deeply familiar with day-to-day sales operations, andthe Board of has been committed to running branches. At the Head Office, he hasserved as a General Manager of the Investment Information Division and
Directors
General Manager of the Sales blocks, demonstrating strong leadership in
Meetings
strengthening the Company’s market responsiveness and stable profit
19/19
base. He has led the sales division appropriately as Director andSupervisor of Sales Division since 2021. We therefore consider him asuitable Director of the Company.

21

Candidate
Name
No.
(Date of birth)

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

TakeshiApril
Ohtsuki
October(June 15, 1961)
April<NewlyJune
appointed>

5.

1985
2015
2020
2021

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
Executive Officer
Managing Executive Officer
Outside Statutory Auditor, Shizuoka Tokai Securities
Co., Ltd. (to present)
Statutory Auditor, Mito Securities Co., Ltd. (to present)
Attendance at (Significant office concurrently held)
the Board of Outside Statutory Auditor, Shizuoka Tokai Securities Co., Ltd.
Directors(Reason for nominating him as a candidate for Director)
16,200 shares
Meetings
Mr. Takeshi Ohtsuki has many years of business experience in the
14/14
Company’s Financial Affairs Division and Management Planning
Division, and is deeply familiar with accounting and finance. He has also
Attendance at played a central role in formulating management vision and mid-term
the Board of plans, and possesses the knowledge and experience to appropriately
engage in management of the Company. As a Statutory Auditor since
Statutory
2021, he has made the audit of the management of the Company function
Auditors
effectively. We therefore consider him a suitable Director of the
Meetings
Company.
10/10

22

Candidate
Name
No.
(Date of birth)

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

6.

Number ofshares of theCompany held

1977 Joined the Industrial Bank of Japan, Limited (present
Mizuho Bank, Ltd.)
April
2005 Executive Officer, Mizuho Corporate Bank, Ltd.
(present Mizuho Bank, Ltd.)
April
2008 Managing Executive Officer, Mizuho Corporate Bank,
Ltd.
April
2010 Director, Mizuho Corporate Bank, Ltd.
Akira Segawa June2010 Full-time Corporate Auditor, DOWA HOLDINGS CO.,(January 22,
LTD.
1955)
June
2011 Director, DOWA HOLDINGS CO., LTD.
<Reappointed> October
2012 Deputy Chief Executive Officer, FUJITA KANKO INC.
March
2013 Representative Director and President, FUJITA<Outside
KANKO INC.
Director><Independent March
2019 Chairman, FUJITA KANKO INC.
7,300 shares
Officer>June2020 Outside Director, Mito Securities Co., Ltd. (to present)
March2021 Special Advisor, FUJITA KANKO INC. (to present)(Reasonfor
nominating him as a candidate for Director, and expected
Attendance atroles)
the Board of
Mr. Akira Segawa has a high level of insight and capability on financeDirectors
and accounting from his experience developed over years in the banking
Meetings
industry. He possesses knowledge based on experience in corporate
18/19
management as Representative Director and President of FUJITAKANKO INC., and can be expected to provide advice and supervision on
the Company’s management. We therefore consider him a suitable
Outside Director of the Company. Mr. Segawa has no issue with any of
the standards for independence set forth by the exchange and theCompany, and fulfills the qualification requirements for an independent
officer to whom conflict of interest with general shareholders is unlikely
to occur.

23Candidate
Name
No.
(Date of birth)

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

7.

1979 Joined Marusan Securities Co., Ltd.
2005 Executive Officer and General Manager, Equity
Division, Marusan Securities Co., Ltd.
April
2011 Managing Executive Officer and General Manager,
Equity Division, Marusan Securities Co., Ltd.
June
2013 Director, Managing Executive Officer, General
Manager, Equity Division, and Supervisor,
Investigations Department, Marusan Securities Co., Ltd.
May2014 President & Representative Director, Marusan Securities
Co., Ltd.
ToshihikoKoiwaiJune
2018 Chairman & Representative Director, Marusan(September 4,
Securities Co., Ltd.
1956)
June
2020 Advisor, Marusan Securities Co., Ltd.
March
2022 Retired from Marusan Securities Co., Ltd.
<Newlyappointed> (Reason for nominating him as a candidate for Director, and expectedroles)<Outside
Mr. Toshihiko Koiwai was appointed President & Representative Director
Director><Independent of Marusan Securities Co., Ltd. after serving as sales manager at several
branches and as Director and General Manager of Equity Division since
Officer>joining the company, and is closely familiar with the securities industry.
He possesses abundant experience as corporate manager, having led thecompany for more than six years including his term as Chairman &Representative Director, and thus can be expected to further enhance thedecision-making and supervisory functions of the Board of Directors. We
therefore consider him a suitable Outside Director of the Company. Mr.
Koiwai has no issue with any of the standards for independence set forth
by the exchange and the Company, and fulfills the qualification
requirements for an independent officer to whom conflict of interest withgeneral shareholders is unlikely to occur.

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. Akira Segawa and Mr. Toshihiko Koiwai are candidates for Outside Director.
3. The Company has registered Mr. Akira Segawa with the Tokyo Stock Exchange, Inc. as an independent
officer to whom conflict of interest with general shareholders is unlikely to occur. When Mr. Akira
Segawa is reelected as Outside Director, the Company will continue his appointment as an independent
officer. The Company also intends to register Mr. Toshihiko Koiwai as an independent officer with thesaid exchange. The Company believes that both Mr. Akira Segawa and Mr. Toshihiko Koiwai fulfill the
independence standards for outside officers established by the Company.
4. Liability limitation agreement with Outside Director (excluding executive directors, etc.)
The Company intends to enter into liability limitation agreements with Mr. Akira Segawa and Mr.
Toshihiko Koiwai to limit the liability provided for in Article 423, Paragraph 1 of the Companies Act inaccordance with the provisions in Article 427, Paragraph 1 of the Companies Act and the Articles ofIncorporation. The maximum amount of liability under the agreement will be the amount stipulated bylaws and regulations.
5. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages,
litigation expenses, etc. incurred by the insureds in the event that a claim for damages is made due to an
act performed by the insureds in their capacity as directors or officers of the Company. The candidates
will be included as the insureds under this insurance agreement. The Company bears all the insurance
premium. The period of the insurance agreement is one year from September 27, 2021. The Company
plans to renew the agreement with the same content at the next renewal.

24Proposal No. 4: Election of Three Directors who are Audit and Supervisory Committee Members
The Company will transition to a company with an Audit and Supervisory Committee, under the condition
that Proposal No. 2: “Partial Amendments to the Articles of Incorporation” is approved and resolved. As aresult, under the stipulations of Article 336, Paragraph 4, Item 2 of the Companies Act, the terms of office of all
four Statutory Auditors will expire at the conclusion of this General Meeting of Shareholders. Accordingly,
election of three Directors who are Audit and Supervisory Committee Members (Audit and Supervisory
Committee Members; the same applies within this proposal) is proposed.
Additionally, the resolution of this proposal shall take effect, conditional upon the approval and resolution of
Proposal No. 2: “Partial Amendments to the Articles of Incorporation” as originally proposed, and theamendments to the Articles of Incorporation regarding the transition to a Company with an Audit andSupervisory Committee resulting from resolution of said proposal coming into effect.
The Board of Statutory Auditors has previously given its approval.
The candidates for Audit and Supervisory Committee Members are as follows:

Candidate
No.

Name

1

Hideki Iguchi

2

Ryoichi Ohno

3

Miyoe Ohnishi

Newly
appointed

Newly
appointed

Newly
appointed

Status at theCompany

Number ofyears served asa Director anda Statutory
Auditor

Statutory
Auditor4 years

OutsideIndependent

OutsideStatutory
Auditor

20 years

OutsideIndependent

OutsideStatutory
Auditor1 year25

Attendance at
the Board of
Directors
Meetings andthe Board of
Statutory
Auditors
Meetings
Board ofDirectors
Meetings
18 / 19
Board of
Statutory
Auditors
Meetings
14 / 14
Board ofDirectors
Meetings
19 / 19
Board of
Statutory
Auditors
Meetings
14 / 14
Board ofDirectors
Meetings
14 / 14
Board of
Statutory
Auditors
Meetings
10 / 10

Candidate
Name
No.
(Date of birth)

1.

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

Number ofshares of theCompany held

Hideki Iguchi
April
1985 Joined Taiheiyo Securities Co., Ltd. (present Mitsubishi(April 17,
UFJ Morgan Stanley Securities Co., Ltd.)
1961)
March
2001 Joined Mito Securities Co., Ltd.
<Newly2008 Executive Officer
appointed> April
April
2015 Managing Executive Officer
June2018 Statutory Auditor (to present)
Attendance at
the Board of (Reason for nominating him as a candidate for Director)
Mr. Hideki Iguchi is familiar with compliance operations, including
Directors
auditing, examination, risk management, and credit control, and has made 28,900 shares
Meetings
a significant contribution to the development of our corporate governance
18/19
structure and internal control system. He also possesses knowledge andAttendance at experience in finance and management planning. He has taken advantage
the Board of of his high level of expertise and insight and made the audit of the
Statutory
management of the Company function effectively since assuming the
Auditors
office of Statutory Auditor in 2018. We therefore consider that Mr. Iguchi
Meetings
is suitable as Director who is an Audit and Supervisory Committee
14/14
Member.

26

Candidate
Name
No.
(Date of birth)2.

Ryoichi Ohno
(April 24,
1949)<Newlyappointed><Outside><Independent
Officer>
Attendance at
the Board of
Directors
Meetings
19/19
Attendance at
the Board of
Statutory
Auditors
Meetings
14/14

Career summary, significant office(s) concurrently held, status andassignment 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)
Attorney, South Toranomon Law Offices (to present)June2002 Outside Statutory Auditor, Mito Securities Co., Ltd. (topresent)(Significant office concurrently held)
Partner Attorney, South Toranomon Law Offices(Reason for nominating him as a candidate for Outside Director, andexpected roles)
13,550 shares
Mr. Ryoichi Ohno has expertise in legal affairs and compliance as an
Attorney-at-Law, and abundant experience as an Outside Statutory Auditorof the Company. He is familiar with the securities industry andmanagement of the Company, and can be expected to contribute toauditing. We therefore consider that he is suitable as Outside Director who
is an Audit and Supervisory Committee Member. Mr. Ohno has no issue
with any of the standards for independence set forth by the exchange andthe Company, and fulfills the qualification requirements for an
independent officer to whom conflict of interest with general shareholders
is unlikely to occur.

27

Candidate
Name
No.
(Date of birth)

3.

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

April1983 Joined Japan Associated Finance Co., Ltd. (present
Miyoe Ohnishi
JAFCO Group Co., Ltd.)(December 17, March
1989 Registered as Certified Public Tax Accountant
1959)
April
1989 Certified Public Tax Accountant, Aida Tax Accounting
Office (to present)<Newly2001 Outside Statutory Auditor, Mito Securities Co., Ltd. (toappointed> June
present)<Outside>(Significant office concurrently held)<Independent
Representative, Aida Tax Accounting Office
Officer>(Reason for nominating her as a candidate for Outside Director, andAttendance at
expected roles)
the Board of
Ms. Miyoe Ohnishi has expertise and abundant experience on finance andDirectors
accounting as a Certified Public Tax Accountant. After assuming theMeetings
office of Statutory Auditor of the Company, she has audited the Company
14/14
from an objective and neutral perspective that is independent from the
Attendance at Company, and can be expected to continue to contribute in this way.
the Board of We therefore consider that she is suitable as Outside Director who is an
Statutory
Audit and Supervisory Committee Member. Ms. Ohnishi has no issue
Auditors
with any of the standards for independence set forth by the exchange andMeetings
the Company, and fulfills the qualification requirements for an
independent officer to whom conflict of interest with general shareholders
10/10
is unlikely to occur.

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. Ryoichi Ohno and Ms. Miyoe Ohnishi are candidates for Outside Directors.
3. Mr. Ryoichi Ohno and Ms. Miyoe Ohnishi will have served as Outside Statutory Auditors of theCompany for 20 years and 1 year, respectively, at the conclusion of this General Meeting of
Shareholders.
4. Regarding Ms. Miyoe Ohnishi, the name on the family register is presented. The name under which she
is registered as Certified Public Tax Accountant is Miyoe Aida.
5. The Company has registered Mr. Ryoichi Ohno and Ms. Miyoe Ohnishi with the Tokyo Stock
Exchange, Inc. as independent officers to whom conflict of interest with general shareholders is unlikely
to occur. When Mr. Ryoichi Ohno and Ms. Miyoe Ohnishi are reelected as Audit and Supervisory
Committee Members, the Company will continue their appointment as independent officers.
6. Liability limitation agreement with Outside Directors (excluding executive directors, etc.)
The Company intends to enter into liability limitation agreements with Mr. Hideki Iguchi, Mr. Ryoichi
Ohno and Ms. Miyoe Ohnishi to limit the liability provided for in Article 423, Paragraph 1 of theCompanies Act in accordance with the provisions in Article 427, Paragraph 1 of the Companies Act andthe Articles of Incorporation. The maximum amount of liability under the agreement will the amountstipulated by laws and regulations.
7. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages,
litigation expenses, etc. incurred by the insureds in the event that a claim for damages is made due to an
act performed by the insureds in their capacity as directors or officers of the Company. The candidates
will be included as the insureds under this insurance agreement. The Company bears all the insurance
premium. The period of the insurance agreement is one year from September 27, 2021. The Company
plans to renew the agreement with the same content at the next renewal.

28

(Reference)
Knowledge and skills possessed by the Company’s Directors (skills matrix)
The Company has identified the following knowledge and experience necessary for its Directors. The
knowledge and experience possessed by the Company’s Directors if Proposal No. 3 and Proposal No. 4 areapproved and resolved as follows:
Finance/
Accounting

Legalaffairs/
Compliance

○

○

Name

Position

Sex

Corporate
management

Financialservices

Katsunori Kobayashi

Representative
Director
President

Male

○

○

Toru Uozu

Representative
Director
Vice President

Male

○

Susumu Abe

Managing Director

Male

○

Yasuyuki Suda

Director

Male○

Takeshi Ohtsuki

Director

Male

○

○

Akira Segawa

Outside Director

Male

○

○

○

Toshihiko Koiwai

Outside Director

Male

○

○

Hideki Iguchi

Director
Audit and Supervisory
Committee Member

Male

○

Ryoichi Ohno

Outside Director
Audit and Supervisory
Committee Member

Male

○

Miyoe Ohnishi

Outside Director
Audit and Supervisory
Committee Member

Female

○

29

○

○

○

○

○

Proposal No. 5: Election of One Substitute Director who is an Audit and Supervisory Committee Member
The Company will transition to a company with an Audit and Supervisory Committee, under the condition
that Proposal No. 2: “Partial Amendments to the Articles of Incorporation” is approved and resolved. In orderto prepare for the case when the number of Directors who are Audit and Supervisory Committee Members(Audit and Supervisory Committee Members; the same applies within this proposal) stipulated by laws andregulations might be insufficient, election of the following one Substitute Audit and Supervisory Committee
Member is proposed.
Additionally, the resolution of this proposal shall take effect, conditional upon the approval and resolution of
Proposal No. 2: “Partial Amendments to the Articles of Incorporation” as originally proposed, and theamendments to the Articles of Incorporation regarding the transition to a company with an Audit andSupervisory Committee resulting from resolution of said proposal coming into effect. The resolution of this
proposal shall be effective until the start of the General Meeting of Shareholders for the last fiscal year ending
within two years after the resolution. The election may be cancelled by the resolution of the Board of Directors,
provided such cancellation is made prior to the assumption of office and with the consent of the Audit andSupervisory Committee.
The Board of Statutory Auditors has previously given its approval.
The candidate for Substitute Audit and Supervisory Committee Member 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 Joined 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 Director,(September 8, 1970) and expected roles)<Outside>
Mr. Yutaka Ichikawa has abundant knowledge and experience in legal circles<Independent
as an Attorney-at-Law and advanced insight about laws and compliance.
Officer>
Although he has never been involved in corporate management, he is atalented person who will be capable of fulfilling his roles as an Audit andSupervisory Committee Member. We therefore consider that he is suitable as
Substitute Outside Director who is an Audit and Supervisory Committee
Member. Mr. Ichikawa has no issue with any of the standards forindependence set forth by the exchange and the Company, and fulfills thequalification requirements for an independent officer to whom conflict ofinterest with general shareholders is unlikely to occur.

Number of sharesof the Company
held

0 shares

Notes: 1. No conflict of interest exists between the Company and the above candidate.
2. Mr. Yutaka Ichikawa is a candidate for Substitute Outside Director. Election of Mr. Yutaka Ichikawa is
proposed as a candidate for Substitute Outside Director to Audit and Supervisory Committee Members,
Mr. Ryoichi Ohno and Ms. Miyoe Ohnishi, when Proposal No. 4 is approved and resolved as originallyproposed. 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 Officers as set forth by the Company. Furthermore, if Mr.
Yutaka Ichikawa assumes office as an Outside Director, the Company will register him with the Tokyo
Stock Exchange, Inc. as an independent officer to whom conflict of interest with general shareholders is
unlikely to occur.
3. Liability limitation agreement with Outside Director (excluding executive directors, etc.)
If Mr. Yutaka Ichikawa assumes office as an Outside Director, the Company will enter into a liability
limitation agreement with him to limit the liability provided for in Article 423, Paragraph 1 of the30Companies Act in accordance with the provisions in Article 427, Paragraph 1 of the Companies Act andthe provisions of the Articles of Incorporation. The maximum amount of liability under the agreement
will be the amount of liability stipulated by laws and regulations.
4. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages,
litigation expenses, etc. incurred by the insureds in the event that a claim for damages is made due to an
act performed by the insureds in their capacity as directors or officers of the Company. Mr. Yutaka
Ichikawa will be included as the insureds under this insurance agreement if he assumes office as an
Outside Director. The Company bears all the insurance premium. The period of the insurance agreement
is one year from September 27, 2021. The Company plans to renew the agreement with the samecontent at the next renewal.

31

Proposal No. 6: Determination of the Amount of Compensation, etc. for Directors (excluding Directors
who are Audit and Supervisory Committee Members)
The amount of compensation, etc. for Directors of the Company was determined to be up to ¥400 million
per year by resolution of the 61st Ordinary General Meeting of Shareholders held on June 29, 2006. However,
the Company will transition to a company with an Audit and Supervisory Committee, under the condition that
Proposal No. 2: “Partial Amendments to the Articles of Incorporation” is approved and resolved. Accordingly,
the Company proposes to abolish the existing compensation limit for Directors and determine the amount ofcompensation, etc. for Directors (excluding Directors who are Audit and Supervisory Committee Members) to
be up to ¥400 million per year (of which, up to ¥60 million per year for Outside Directors) pursuant to theprovisions of Article 361, Paragraphs 1 and 2 of the Companies Act, in light of various circumstances
including economic conditions.
The number of Directors is currently eight (including two Outside Directors). If Proposals No. 2 and No. 3
are approved and resolved as originally proposed, the number of Directors (excluding Directors who are Audit
and Supervisory Committee Members) shall be seven (including two Outside Directors).
The Company has set up the following five items in its basic policy regarding compensation, etc. for
Directors (excluding Directors who are Audit and Supervisory Committee Members) in order to determine
compensation for Directors (excluding Directors who are Audit and Supervisory Committee Members)(1) Compensation, etc. shall tailor to the roles, responsibilities, and performance of Directors (excluding
Directors who are Audit and Supervisory Committee Members).
(2) Compensation, etc. shall be linked with the Company’s performance, etc.
(3) Compensation, etc. shall be highly transparent and objective.
(4) Compensation, etc. shall contribute to the enhancement of corporate value over the medium to longterm.
(5) Compensation, etc. shall not conflict with interest of shareholders
In addition, the level of payment shall take into consideration the level, etc. of other companies in the same
industry and size.
The Company considers that the amount of compensation, etc. proposed in this proposal is appropriate inlight of the basic policy, such as it tailors to the roles and responsibilities of Directors (excluding Directors
who are Audit and Supervisory Committee Members), it is reasonable in comparison with the level, etc. ofother companies in the same industry and size, and it is an appropriate level that does not conflict with interestof shareholders. The Company has also received reports to that effect from the Nomination and Compensation
Committees.
Additionally, the resolution of this proposal shall take effect, conditional upon the approval and resolutionof Proposal No. 2: “Partial Amendments to the Articles of Incorporation” as originally proposed, and theamendments to the Articles of Incorporation regarding the transition to a company with an Audit andSupervisory Committee resulting from resolution of said proposal coming into effect.

32

Proposal No. 7: Determination of the Amount of Compensation, etc. for Directors who are Audit andSupervisory Committee Members
The Company will transition to a company with an Audit and Supervisory Committee, under the condition
that Proposal No. 2: “Partial Amendments to the Articles of Incorporation” is approved and resolved.
Accordingly, the Company proposes the amount of compensation, etc. for Directors who are Audit andSupervisory Committee Members to be up to ¥80 million per year pursuant to the provisions of Article 361,
Paragraphs 1 and 2 of the Companies Act, in light of various circumstances including economic conditions.
If Proposals No. 2 and No. 4 are approved and resolved as originally proposed, the number of Directors
who are Audit and Supervisory Committee Members shall be three.
The Company considers that the amount of compensation, etc. proposed in this proposal is appropriate, as
it tailors to the roles and responsibilities, it is reasonable in comparison with the level, etc. of other companies
in the same industry and size, and it is an appropriate level that does not conflict with interest of shareholders.
Additionally, the resolution of this proposal shall take effect, conditional upon the approval and resolutionof Proposal No. 2: “Partial Amendments to the Articles of Incorporation” as originally proposed, and theamendments to the Articles of Incorporation regarding the transition to a company with an Audit andSupervisory Committee resulting from resolution of said Proposal coming into effect.

33

Proposal No. 8: Determination of the Amount of Performance-linked Stock Compensation, etc. for
Directors (excluding Directors who are Audit and Supervisory Committee Members)
1. Reasons for the Proposal and Reasons Why It is Reasonable
Introduction of a performance-linked stock compensation plan for Directors (excluding Outside Directors)(hereinafter the “Plan”) was approved at the 71st Ordinary General Meeting of Shareholders of the Company
held on June 24, 2016. Afterwards, as the Act Partially Amending the Companies Act (Act No. 70 of 2019)was enforced on March 1, 2021, the Plan was approved again at the 76th Ordinary General Meeting of
Shareholders of the Company held on June 24, 2021 (hereinafter, the resolution made at the above-mentioned
76th Ordinary General Meeting of Shareholders held on June 24, 2021 is called the “Original Resolution”). As
the Company will transition to a company with an Audit and Supervisory Committee, under the condition that
Proposal No. 2: “Partial Amendments to the Articles of Incorporation” is approved and resolved, the Company
asks you to approve the abolishment of the compensation limit under the Plan by the Original Resolution andthe reestablishment of the compensation limit under the Plan for Directors (excluding Directors who are Audit
and Supervisory Committee Members and Outside Directors; hereinafter, the same shall apply in this proposal
unless otherwise indicated) of the Company.
This proposal is to take a procedural action following the transition to a company with an Audit andSupervisory Committee. The contents of the actual compensation limit under the Plan are the same as thosedetermined by the Original Resolution, and they are also consistent with a policy, “contributing to theenhancement of corporate value over the medium to long term” stated in the basic policy regarding
compensation, etc. for Directors (excluding Directors who are Audit and Supervisory Committee Members) of
the Company. The Company therefore considers that the contents of this proposal are appropriate andreasonable.
The Company proposes that the details of the Plan be entrusted to the Board of Directors within the upper
limit of 2. below.
The number of Directors covered by the Plan is currently six, excluding Outside Directors. If Proposals
No. 2 and No. 3 are approved and resolved as originally proposed, the number of Directors covered by the Plan
shall be five.
Additionally, the resolution of this proposal shall take effect, conditional upon the approval and resolutionof Proposal No. 2: “Partial Amendments to the Articles of Incorporation” as originally proposed, and theamendments to the Articles of Incorporation resulting from resolution of said Proposal coming into effect.
2. Amount and Other Specifics of Compensation, etc. under the Plan
(1) Overview of the Plan
The Plan is a performance-linked stock compensation plan under which money contributed by theCompany is used as funds to acquire the Company’s shares through a trust (hereinafter, the trust establishedunder the Plan is called the “Trust”). The Company’s shares and the money equivalent to the value of theCompany’s shares converted at fair market value (hereinafter “Shares, etc. of the Company”) are to beprovided to Directors through the Trust, in accordance with the stock benefit rules for Directors establishedby the Board of Directors. Directors shall, in principle, receive Shares, etc. of the Company at the time of
their respective retirements.
(2) Individuals covered by the Plan
Directors of the Company (Directors who are Audit and Supervisory Committee Members and Outside
Directors shall not be covered by the Plan.)(3) Period of the Trust
From August 2016 to the termination of the Trust. (With respect to the period of the Trust, the Trustshall continue as long as the Plan continues, with no specific date of termination. The Plan shall terminate if
the Company’s stock is delisted or the stock benefit rules for Directors are repealed.)34

(4) Amount of money to be contributed to the Trust
The Company has introduced the Plan targeting a period of three fiscal terms from the fiscal term ended
March 31, 2017 to the fiscal term ended March 31, 2019 (hereinafter, the period of such three fiscal terms
and each period of three-fiscal terms following the initial three-year fiscal term are called the “Covered
Period”) and each Covered Period thereafter. For the initial Covered Period, the Company has contributed¥80 million of money as funds to acquire shares necessary to provide benefits to Directors of the Company
under the Plan and established the Trust. The Trust has acquired 333,800 shares of the Company using themoney contributed by the Company as the source of funds. In accordance with the transition to a company
with an Audit and Supervisory Committee, the Company shall keep the Trust as a trust whose beneficiaries
are the Directors that meet the requirements for beneficiaries.
The Company shall make an additional contribution of funds to the Trust with an upper limit of ¥80
million to acquire the above-mentioned shares for each Covered Period in the future until the time the Planterminates. With regard to the additional contribution, however, if there are residual shares of the Company(excluding the Company’s shares not yet been provided to Directors in amounts equivalent to the number ofpoints granted to Directors) and money (hereinafter “Residual Shares, etc.”) in the trust assets on the last dayof the Covered Period immediately preceding the Covered Period when the Company intends to make theadditional contribution, the total amount of Residual Shares, etc. (in the case of shares, the fair market valueof the shares on the last day of the Covered Period immediately preceding the Covered Period when the
Company intends to make the additional contribution) and money to be paid as additional contribution shallbe within the upper limit of ¥80 million.
(5) Method for acquisition of the Company’s shares and the number of shares to be acquired by the Trust
The Trust shall acquire the Company’s shares on the stock market or by purchasing treasury stock theCompany has reissued. The maximum number of shares of the Company to be acquired by the Trust for each
Covered Period shall be 560,000 shares.
(6) Specific contents of Shares, etc. of the Company provided to Directors
The Company shall grant Directors with points in each fiscal term, the number of which shall becalculated based on basic points to be granted according to the Directors’ positions and in consideration of
the degree of achievement of the numerical targets the Company sets as the Company’s managerial targets.
The total number of the points to be granted to Directors for each Covered Period shall be 560,000 points at
a maximum.
The points granted to Directors shall be converted at the rate of one share of common stock for one point
when Shares, etc. of the Company are provided to Directors as described in (7) below (However, if a stock
split, allotment of shares without contribution, or consolidation of shares is conducted with respect to theCompany’s shares after this proposal is approved and resolved, the maximum number of points to be
granted, the number of points granted, or the conversion rate shall be reasonably adjusted according to theratio of such change.).
The number of the points of a Director, which will become the yardstick when Shares, etc. of theCompany are provided as described in (7) below shall be, in principle, the number of points obtained bymultiplying the number of points granted to the Director by the time of his/her retirement by a predeterminedcoefficient (up to 1) established for each reason for retirement (hereinafter, the points calculated by thismethod are called the “Number of Final Points”).
(7) Provision of Shares, etc. of the Company
If a Director retires and meets the requirements for beneficiaries as prescribed in the stock benefit rules
for Directors, the Director shall, after his/her retirement, receive benefits from the Trust in the form of theCompany shares corresponding to the Number of Final Points determined according to the method describedin (6) above in principle, by completing the prescribed procedures for determination of beneficiaries. If,
however, a Director meets the requirements under the stock benefit rules for Directors, the Director shallreceive money converted at the fair market value of the Company’s shares in lieu of the stock benefit, up to a35certain portion. The Trust may sell the Company’s shares to provide such monetary benefit.
Even if a Director has been granted points, he/she may not obtain the right to receive the benefits if aresolution to dismiss him/her is made at a General Meeting of Shareholders, or if he/she retires as a result ofa breach of his/her obligations as a Director.
(8) Exercise of voting rights
Voting rights represented by the Company’s shares held in the Trust’s account shall not be exercisedunder any circumstances, without exception, in accordance with the instruction from the trust administrator.
Adopting this approach is a means of ensuring neutrality for the management of the Company with respect tothe exercise of the voting rights represented by the Company’s shares held in the Trust account.
(9) Treatment of dividends
Dividends from the Company’s shares held in the Trust’s account shall be received by the Trust andshall be appropriated for the acquisition of the Company’s shares and the payment of trust fees, etc. for thetrustee of the Trust. In the event the Trust is terminated, dividends, etc. remaining in the Trust shall be paid
to each Director in office at that time, in accordance with the provisions of the stock benefit rules for
Directors, in an amount proportional to the number of points he/she has.
(10) Treatment upon termination of the Trust
The Trust shall terminate in the event of a delisting of the Company’s stock or a repeal of the stock
benefit rules for Directors, etc. From among the residual assets in the Trust upon termination of the Trust, theCompany shall acquire all of the Company shares (except for the shares to be distributed to Directors inaccordance with the provision in (7) above) without charge, and thereupon the Company shall plan to cancel
the shares by a resolution of the Board of Directors. From among the residual assets in the Trust upon
termination of the Trust, the money shall be paid to the Company, except for the money to be paid to the
Directors in accordance with (9) above.

36

(REFERENCE)
Financial Highlights(Year ended March 31)
2017

2018

2019

2020

2021

2022

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

13,38916,152

11,533

11,946

15,366

13,683

Ordinary income (loss)(Millions of yen)

1,437

3,347

△142

441

3,207

1,961

Net income (loss)(Millions of yen)

962

2,584

184

791

1,868

1,389

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

12,272

12,27275,689,033

70,689,033

70,689,033

70,689,033

70,689,033

70,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

38,02640,39438,07036,53539,70939,071

Total assets(Millions of yen)

62,75967,852

63,34560,94071,91264,511

Net assets per share(Yen)

538.71580.47548.13568.34617.58611.82

Cash dividend per share[interim cash dividend per share]

(Yen)

7.00
【2.00】

20.00【5.00】

4.00【2.00】

8.00【4.00】

16.00【6.00】

14.00【8.00】Net income (loss) per share

(Yen)

13.57

36.93

2.66

11.86

29.05

21.73

Diluted net income (loss) per share

(Yen)

－

－

－

－

－

－

Equity ratio

(%)

60.6

59.5

60.1

60.0

55.2

60.6

Return (loss) on equity

(%)

2.5

6.6

0.5

2.1

4.9

3.5

Payout ratio

(%)

51.6

54.2

150.4

67.4

55.1

64.4

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.

37