Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event 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 otherforms of damages arising from the translation.
Stock Exchange Code: 9438
December 5, 2019
To Shareholders with Voting Rights:
Toshihiro Maeta
President and Chief Executive Officer
MTI Ltd.
3-20-2 Nishi-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 24TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 24th Annual General Meeting of Shareholders of MTI Ltd. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Friday, December 20, 2019, Japan time.
1. Date and Time:

December 21, 2019 (Saturday) at 10:00 a.m. Japan time

2. Place:

Hall of Bellesalle Nishi-Shinjuku on the first floor of Sumitomo Fudosan
Nishi-Shinjuku Building No. 3, located at 15-3, Nishi-Shinjuku 4-chome,
Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the Company’s
24th Fiscal Year (October 1, 2018 – September 30, 2019), results of audits
by the Accounting Auditor and the Board of Statutory Auditors of theConsolidated Financial Statements and Non-consolidated Financial
Statements for the Company’s 24th Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of seven (7) directors
Proposal 3:
Election of two (2) statutory auditors

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◎
(1)

Notes
Exercise of voting rights by proxyIf you are unable to attend the meeting, you can delegate another shareholder as a proxy, who also
owns voting rights of the Company, to attend the General Meeting of Shareholders. In such a case,please have your proxy submit a written power of attorney, as well as the Voting Rights Exercise
Form at the reception desk.

(2)

Documents provided on the Internet
Based on the provisions stipulated in relevant laws and regulations and Article 15 of theCompany’s articles of incorporation, the following materials are posted on the Company’s website(https://www.mti.co.jp/eng) and are therefore not included in the Appendix to this convocation
notice.
1) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements2) “Statement of changes in equity” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the statutory auditors are each item on the Appendix to this Convocation
Notice of the General Meeting of Shareholders, Consolidated statement of changes in equity,
Notes to the Consolidated Financial Statements, Statement of changes in equity, and Notes to the
Non-consolidated Financial Statements in the above 1) and 2).

(3)

Method to announce the revisions in the Reference Documents for the General Meeting of
Shareholders and Business Report, as well as in Non-consolidated Financial Statements andConsolidated Financial Statements
Should the Reference Documents for the General Meeting of Shareholders and Business Report,
as well as Non-consolidated Financial Statements and Consolidated Financial Statements require
revisions, the revised versions will be posted on the Company’s website(https://www.mti.co.jp/eng).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of surplus
The Company positions the increase of its market capitalization through the creation and enhancement ofcorporate value and continuous distribution of profits to shareholders as priority management issues.
Dividends are proposed as follows from the standpoint of maintaining stable dividend payment.
As a result, the annual dividend per share for the current fiscal year is 16 yen.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
8 yen per share of the Company’s common stock, in a total amount of 438,446,928 yen(2) The effective date of the dividend of surplus
December 23, 2019-3-

Proposal 2:
Election of seven (7) directors
One (1) director resigned on September 30, 2019, and six (6) directors will resign at the conclusion of thisAnnual General Meeting of Shareholders due to the expiration of their terms of office. Accordingly, theelection of seven (7) directors is proposed.
The candidates for director are as follows:
Name

No.

1

Reelected

Toshihiro Maeta

2

Reelected

Hiroshi Izumi

3

Newly elected

Minoru Takei

4

Reelected

Hiroshi Matsumoto

5

Reelected

Muzhi Zhou

6

Reelected

Hikaru Yamamoto

7

Reelected

Ryosuke Tsuchiya-4-

External director
Independent director
External director
Independent director
External director
Independent director

No.

Name
(Date of birth)

Reelected

1

Toshihiro Maeta(January 19, 1965)

Reelected

2

Hiroshi Izumi(February 26, 1965)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined Japan IBM, Ltd.
Joined HIKARI TSUSHIN, INC.
Director of HIKARI TSUSHIN, INC.
11,856,400
Managing Director of HIKARI TSUSHIN, INC.
Established the Company
President and Chief Executive Officer (current position)(Reason for election as a candidate for director)
Since founding the Company in 1996, Mr. Maeta has played a leading role in expanding its businessas Representative Director. The Company reelected him as a candidate for director, based on the
judgment that he is capable of making decisions on the important management matters of theCompany, and his leadership over all the officers and employees, drawing on his knowledge andexperience in overall management he has gained to date.
Joined Japan IBM, Ltd.
April 1987
Joined Microsoft Japan Co., Ltd.
June 1997
Joined the Company
February 1999
November 1999 Operating Officer and General Manager of IT Business
Department of the Company
November 2002 Operating Officer and General Manager of Mobile Service
Division of the Company
December 2002 Director and General Manager of Mobile Service Division of theCompany
December 2004 Director, Senior Managing Operating Officer and General
Manager of Mobile Service Division of the Company
Director, Operating Vice President and General Manager ofJanuary 2007
Mobile Service Division of the Company
December 2009 Executive Vice President and General Manager of Mobile
Service Division of the Company
Executive Vice President of the Company
February 2010
Executive Vice President and General Manager of Healthcare
June 2012
Business Division of the Company
326,400
Executive Vice President, General Manager of Mobile Service
February 2014
Division, and General Manager of Healthcare Business Divisionof the Company
Executive Vice President and General Manager of Life andJuly 2014
Healthcare Business Division of the Company
Executive Vice President and General Manager of Digital
April 2015
Content Division of the Company
Executive Vice President, General Manager of Lifestyle
February 2016
Business Division, and General Manager of Digital Content
Division of the Company
Executive Vice President and General Manager of Life andJanuary 2017
Entertainment Business Division of the Company
Executive Vice President and General Manager of Life,
April 2018
Entertainment and Sports Business Division of the Company
Executive Vice President, General Manager of Life,
July 2019
Entertainment and Sports Business Division, and General
Manager of Technology Division of the Company (current
position, in charge of Solution Business Department andCompliance Promotion Office)(Reason for election as a candidate for director)
Mr. Izumi assumed the office of director of the Company in 2002 and of Executive Vice President
from 2009. Drawing on his business experience at a major IT vender, he has held key positions in IT
development of the Company, in addition to service planning. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company, due to his broad expertise in overall IT service from planningto development.
April 1987
December 1988
August 1989
July 1994
August 1996

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined Mitsubishi Corporation
General Manager, Finance Dept. of Mitsubishi Corporation
General Manager, Accounting Dept., Kansai Branch of
Mitsubishi Corporation
President of Mitsubishi Corporation Financial & Management
April 2004
─Services (Japan) Ltd.
April 2006
Senior Vice President of Mitsubishi Corporation
Executive Vice President of KANRO CO., LTD.
March 2010
December 2017 Standing Statutory Auditor of the Company (current position)(Reason for election as a candidate for director)
Mr. Takei assumed the office of standing statutory auditor of the Company in 2017. He held key
positions mainly in finance and accounting departments at a major general trading company and has
experienced corporate management. After assuming the office of standing statutory auditor of theCompany, he has energetically executed his duties by drawing on those experiences. The Company
elected him as a candidate for director, based on the judgment that he is capable of making decisions
on the important management matters of the Company, due to his considerable insight into theCompany's management, business, and organization.
Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
April 1992
Joined CAC Corporation
May 1999
Joined USJ Co., Ltd.
October 2002
Joined the Company
October 2004
Operating Officer, General Manager of Corporate Planning
February 2008
Office and General Manager of Public Relations and IR Officeof the Company
Operating Officer and General Manager of Corporate Planning
January 2009
Division of the Company
113,300
Senior Operating Officer and General Manager of Corporate
January 2010
Planning Division of the Company
Senior Operating Officer and General Manager of Corporate
May 2010
Support Division of the Company
December 2010 Director and General Manager of Corporate Support Division of
the Company
Director of the Company
February 2013
December 2016 Managing Director of the Company
December 2018 Senior Managing Director of the Company (current position, incharge of IR Office and business alliance)(Reason for election as a candidate for director)
Mr. Matsumoto assumed the office of director of the Company in 2010. After joining the Company,
he has served as General Manager of Corporate Planning Office and General Manager of Corporate
Support Division by drawing on his business experience at a bank. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company by drawing on his expertise in the fields of finance andinvestor relations, in addition to his experience in overall administrative work.
April 1974
April 2000
April 2002

Newly elected

3

Minoru Takei(February 15, 1952)

Reelected

4

Hiroshi Matsumoto(August 17, 1969)

Number of sharesof the Company
held

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
July 1985
June 1995
April 2002
January 2005
April 2007

Reelected

5

Muzhi Zhou
(July 2, 1963)
External director
Independent director

Reelected

6

Hikaru Yamamoto(October 2, 1973)
External director
Independent director

April 2007
May 2008
April 2010
April 2012
December 2015

Ministry of Machinery, People's Republic of China
Principal Researcher of International Development Center ofJapan
Associate Professor, Faculty of Economics, Tokyo Keizai
University
Guest Researcher of Policy Research Institute, Ministry of
Finance
Professor, Faculty of Economics, Tokyo Keizai University(current position)
Visiting Professor of Massachusetts Institute of Technology
Guest Researcher of Harvard University
Visiting Professor of University of International Business andEconomics (current position)
Specially-appointed Professor of The Chinese Academy of
Sciences
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Professor, Faculty of Economics, Tokyo Keizai University
Visiting Professor of University of International Business and Economics(Reason for election as a candidate for external director)
Mr. Zhou is engaged in the research on economies of East Asia and market economy at universities.
The Company reelected him as a candidate for external director, based on the judgment that he iscapable of giving advice on the Company’s management policies based on his insight, and is also
capable of supervising the execution of operation from an independent standpoint.
Assistant at Graduate School of Economics, Faculty ofApril 2004
Economics, The University of Tokyo
Lecturer, Faculty of Economics, Seikei University
April 2005
Associate Professor, Faculty of Economics, Seikei University
April 2008
Associate Professor, Graduate School of Business
April 2014
Administration, Keio University (current position)─
December 2015 External Director of the Company (current position)
Vice President, Japan Marketing Academy (current position)
April 2019
(Significant concurrent position)
Associate Professor, Graduate School of Business Administration, Keio University
Vice President, Japan Marketing Academy(Reason for election as a candidate for external director)
Ms. Yamamoto is engaged in the research on marketing and consumer behavior at universities. The
Company reelected her as a candidate for external director, based on the judgment that she is capableof giving advice on the Company’s management policies based on her insight, and is also capable ofsupervising the execution of operation from an independent standpoint.

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No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
April 2006
February 2011

Reelected

7

Ryosuke Tsuchiya(January 16, 1946)
External director
Independent director

April 2011
April 2014
June 2014
December 2018

Head of the Central Hospital of the National Cancer Center(current National Cancer Center Hospital)
Director of the Japan Research Promotion Society for
Cardiovascular Diseases (current position)
Director of the Japanese Foundation for Cancer Research
Chief Director of Kanagawa Prefectural Hospital Organization
Director of the Japan Health Sciences Foundation (current
position)
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Director of the Japan Research Promotion Society for Cardiovascular Diseases
Director of the Japan Health Sciences Foundation(Reason for election as a candidate for external director)
Mr. Tsuchiya is engaged in medical research at various institutions, and also has experience inorganizational management. The Company reelected him as a candidate for external director, basedon the judgment that he is capable of giving advice on the Company’s management policies based on
his insight, and is also capable of supervising the execution of operation from an independent
standpoint.

(Notes)1. There are no special interests between each candidate and the Company.
2.
Mr. Muzhi Zhou, Ms. Hikaru Yamamoto and Mr. Ryosuke Tsuchiya are candidates for external director. The reasons for election as
candidates for external director are described in the columns below the past experiences of each candidate for external director. In
addition, concerning Mr. Muzhi Zhou, Ms. Hikaru Yamamoto and Mr. Ryosuke Tsuchiya, although they have never been involved incorporate management other than as external director or external auditor, the Company believes that they are capable of adequately
executing their duties as external director as mentioned in the “Reason for election as a candidate for external director.”
3.
The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will have held the position of external director of the Company for four(4) years as at the conclusion of this Annual General Meeting of Shareholders. The candidate Mr. Ryosuke Tsuchiya will have held theposition of external director of the Company for one (1) year as at the conclusion of this Annual General Meeting of Shareholders. In
addition, the Company has filed a notice to the Tokyo Stock Exchange for appointing all of the candidates for external director as
independent directors. If their election is approved as originally proposed, they will continue to serve as independent directors.
4.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements Mr.
Muzhi Zhou, Ms. Hikaru Yamamoto, and Mr. Ryosuke Tsuchiya to limit their liabilities for compensation of damages due to the failure
to perform their duties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If their election isapproved as originally proposed, the Company intends to continue the agreements with them.

-8-Proposal 3:

Election of two (2) statutory auditors

Statutory Auditor Ms. Kazuko Ohya will resign at the conclusion of this Annual General Meeting of
Shareholders due to the expiration of her term of office. In addition, Standing Statutory Auditor, Mr. Minoru
Takei, will resign at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the electionof two (2) statutory auditors is proposed.
This proposal is made to elect Mr. Yasuhiko Niwa, a candidate for statutory auditor, as a substitute forStanding Statutory Auditor Mr. Minoru Takei, and the term of office for Mr. Yasuhiko Niwa shall be theremaining term of office of Mr. Minoru Takei, as stipulated in the Company’s articles of incorporation.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidates for statutory auditor are as follows:
No.

Name
(Date of birth)

Past experience, significant concurrent positions
and positions at the Company
Joined Shiseido Company, Limited
Corporate Officer of Shiseido Company, Limited
Full-time Advisor of Shiseido Company, Limited
Audit & Supervisory Board Member of Shiseido Company,
LimitedPresident of Shiseido Social Welfare Foundation (current
April 2011
position)
Advisor of Shiseido Company, Limited
June 2011
December 2011 External Statutory Auditor of the Company (current position)
External Director of Aeon Fantasy Co., Ltd. (current position)
May 2013
External Director of Asahi Mutual Life Insurance Corporation
July 2013(current position)
General Auditor of The Japan Aerospace Exploration Agency
October 2015

Number of sharesof the Company
heldApril 1973
June 2001
April 2007
June 2007

Reelected

1

Kazuko Ohya
(September 5, 1950)

─External statutory auditor
Independent statutory
auditor2(Significant concurrent positions)
President of Shiseido Social Welfare Foundation
External Director of Aeon Fantasy Co., Ltd
External Director of Asahi Mutual Life Insurance Corporation(Reason for election as a candidate for external statutory auditor)
Ms. Ohya has a wealth of experience and broad insight as a director and statutory auditor at othercompanies. The Company reelected her as a candidate for external statutory auditor, based on the
judgment that she is he is capable of adequately providing audit on the execution of duties of theCompany’s directors with an independent perspective.
Joined Mitsubishi Corporation
April 1982
December 2003 General Manager, Finance and Accounting Dept. of Mitsubishi
Corporation (Shanghai) Ltd.
February 2008 Vice President of Mitsubishi Corporation Financial &Management Services (Japan) Ltd.
Newly elected
September 2010 Managing Executive Officer and General Manager,─Administrative Division of Mitsubishi Shoji Sekiyu Co. Ltd.
Yasuhiko Niwa
President and General Manager, Administrative Division of
May 2012(October 17, 1958)
Mitsubishi Corporation (Taiwan) Ltd.
Standing Corporate Auditor of Metal One Corporation
June 2015
External statutory auditor August 2018
General Manager, Financial, Accounting, and Information
Independent statutory
System Dept. of IVYCS Co., Ltd.
auditor(Reason for election as a candidate for external statutory auditor)
Mr. Niwa has insight and a wealth of experience in finance and accounting. The Company elected
him as a candidate for external statutory auditor, based on the judgment that he is capable ofadequately executing his duties in the audit of the Company.
(Notes)1.

There are no special interests between the candidates for statutory auditor and the Company.

2.

The candidates for statutory auditor, Ms. Kazuko Ohya and Mr. Yasuhiko Niwa, are candidates for external statutory auditor. The
reasons for election as candidates for external statutory auditor are described in the columns below the past experiences of eachcandidate for external statutory auditor.

3.

The candidate for statutory auditor, Ms. Kazuko Ohya, will have held the position of external statutory auditor of the Company foreight (8) years as at the conclusion of this Annual General Meeting of Shareholders. In addition, the Company has filed a notice to the-9-Tokyo Stock Exchange for appointing her as an independent statutory auditor. If her election is approved as originally proposed, shewill continue to serve as an independent statutory auditor. Furthermore, Mr. Yasuhiko Niwa will newly serve as an independent statutory
auditor, if his election is approved as originally proposed.
4.

In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Ms. Kazuko Ohya to limit her liabilities for compensation of damages due to the failure to perform her duties, to the sum of the amounts
stipulated in each item of Article 425, Paragraph 1 of the said Act. If her election is approved as originally proposed, the Company
intends to continue the agreement with her. Furthermore, the Company intends to enter into a similar agreement with Mr. YasuhikoNiwa, if his election is approved as originally proposed.

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