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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Exchange Code: 9438
December 3, 2018
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 23RD 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 23rd 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 21, 2018, Japan time.
1. Date and Time:

December 22, 2018 (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
23rd Fiscal Year (October 1, 2017 – September 30, 2018), 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 23rd Fiscal Year
Proposals to be resolved:
Appropriation of surplus
Proposal 1:
Partial amendment to the articles of incorporation
Proposal 2:
Election of seven (7) directors
Proposal 3:
Election of one (1) statutory auditor
Proposal 4:

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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 thisconvocation 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 Board of Statutory Auditors are each item on the Appendix to thisConvocation Notice of the General Meeting of Shareholders, Consolidated statement of changes
in equity, Notes to the Consolidated Financial Statements, Statement of changes in equity, andNotes 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 437,466,176 yen(2) The effective date of the dividend of surplus
December 25, 2018-3-

Proposal 2:
Partial amendment to the articles of incorporation
1. Reasons for the amendment
The following amendments are to be made to Article 2 (Purpose) of the Company’s current articles ofincorporation, in order to clarify the business scope of the Company and its subsidiaries in light of theircurrent business activities, as well as preparing for future development and diversification of their business.
2. Content of the amendment
Content of the amendment is as follows:(Only the provisions to be amended are shown below. Amended parts are underlined.)
Proposed amendment(Purpose)(Purpose)
Article 2. The purpose of the Company shall be to
Article 2. The purpose of the Company shall be toengage in the following businesses:
engage in the following businesses:
1. to 8. (Omitted)
1. to 8. (Unchanged)
9. Life insurance solicitation and agency services
9. IT-based insurance business (including insuranceintermediary and agency business as well as
insurance services; hereinafter, the same applies)
and insurance business10. Non-life insurance agency services(Deleted)(Newly established)
10. Temporary staffing business and fee-based job
placement business11. to 17. (Omitted)
11. to 17. (Unchanged)
18. Planning and operations of various events
18. IT-based event-related business and event-related
business
19. to 21. (Omitted)
19. to 21. (Unchanged)
22. Training and management of entertainers,
22. Training and management of nutritionists,musicians, film directors, scriptwriters, stage
childcarers, care workers, nurses, entertainers,
directors, athletes, etc.
musicians, film directors, scriptwriters, stage
directors, athletes, etc.
23. to 24. (Omitted)
23. to 24. (Unchanged)
25. Travel business
25. IT-based travel business and travel business26. to 27. (Omitted)
26. to 27. (Unchanged)
28. Sales, purchase, exchange, leasing and brokerage,
28. IT-based real estate business and real estate
as well as owning, management and use of realbusiness
estate29. to 37. (Omitted)
29. to 37. (Unchanged)(Newly established)
38. IT-based medical and healthcare business
38. Provision of genetic testing and analysis services
39. Provision of genetic testing and analysis services
39. Sales of genetic testing and analysis instruments
40. Sales of genetic testing and analysis instruments
and equipment
and equipment
40. Analytical services for genetic testing results
41. Analytic service for genetic testing results
41. Fund transfer service, electronic settlement agency
42. Fund transfer service, electronic settlement agency
service and bank agency service
service and bank agency service
42. Issuance of electronic money, virtual currency and
43. Issuance of electronic money and other electronic
other electronic value information, and prepaid
value information, and prepaid payment
payment instruments
instruments(Newly established)
44. Virtual currency exchange services(Newly established)
45. Planning, development, issuance, trading,brokerage, intermediation and management of
virtual currency(Newly established)
46. Planning, operation and management of virtual
currency exchange/clearing house(Newly established)
47. Planning, development, production, sales,
licensing and maintenance of systems related tovirtual currency and blockchain
43. Planning, development, production, sales,
48. Planning, development, production, sales,
licensing and maintenance of systems related tolicensing and maintenance of systems related to
FinTech business
FinTech businessCurrent-4-Current
44. Gathering, analysis and provision of information
related to FinTech business
45. Meteorological observation, data gathering,
analysis and forecasting, and provision thereof,
as well as planning, production, sales, licensing
and maintenance of contents on countermeasuresutilizing these data
46. AgriTech business(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)
47. Other commercial services in general
48. Consulting service related to the preceding items
and management consulting service
49. Any and all businesses incidental or relating to thepreceding items-5-

Proposed amendment
49. Gathering, analysis and provision of information
related to FinTech business
50. Meteorological observation, data gathering,
analysis and forecasting, and provision thereof,
as well as planning, production, sales, licensing
and maintenance of contents on countermeasuresutilizing these data
51. AgriTech business and agricultural services
business
52. IT-based forestry business and forestry business
53. IT-based fishery business and fishery business
54. IT-based mining business and mining business
55. IT-based construction business and construction
business
56. IT-based manufacturing business andmanufacturing business
57. IT-based transportation business and transportation
business
58. IT-based wholesale and retail business andwholesale and retail business
59. IT-based biotechnology/life science-related
business and biotechnology/life science-related
business
60. IT-based legal services business
61. IT-based marketing business and marketingbusiness
62. IT-based accommodation business andaccommodation business
63. IT-based restaurant business and restaurant
business
64. Manufacturing and sales of alcoholic beverages
65. IT-based beauty salon business and beauty salon
business
66. IT-based fashion-related business andfashion-related business
67. IT-based entertainment business and entertainment
business
68. IT-based sports-related business and sports-related
business
69. IT-based education business and education
business
70. IT-based childrearing/childcare-related businessand childrearing/childcare-related business71. IT-based nursing care business and nursing carebusiness
72. IT-based environment-related business andenvironment-related business
73. Other commercial services in general
74. Consulting service related to the preceding items
and management consulting service
75. Any and all businesses incidental or relating to thepreceding items

Proposal 3:
Election of seven (7) directors
All eight (8) directors will resign at the conclusion of this Annual General Meeting of Shareholders due tothe expiration of their terms of office. Accordingly, the election of seven (7) directors is proposed.
The candidates for director are as follows:
Name

No.

1

Reelected

Toshihiro Maeta

2

Reelected

Hiroshi Izumi

3

Reelected

Katsunori Osawa

4

Reelected

Hiroshi Matsumoto

5

Reelected

Muzhi Zhou

6

Reelected

Hikaru Yamamoto

7

Newly elected

Ryosuke Tsuchiya-6-

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
326,400
Business Division of the Company
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(current position, in charge of Technology Division, Solution
Business Department, and Compliance 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 Japan Schlumberger Co., Ltd.
Joined ADVANCE Corporation
Joined Plansee Japan Co., Ltd.
Joined HIKARI TSUSHIN, INC.
Joined MIS Co., Ltd.
Joined Telecom System International Co., Ltd. (the current
Company)
December 2000 Director and General Manager of Administration Division of theCompany
November 2002 Director and General Manager of Administration Office, Mobile
Service Business Division of the Company
105,778
December 2002 Operating Officer and Deputy General Manager of Mobile
Service Business Division of the Company
Reelected
December 2006 Director and Senior Operating Officer, and General Manager ofMobile Service Center of the Company
Katsunori Osawa
December 2007 Director and Managing Operating Officer, and General Manager(September 7, 1961)
of Mobile Service Center of the Company
December 2009 Managing Director and General Manager of Mobile Service
Center of the Company
Managing Director of the Company
April 2012Managing Director and General Manager of Corporate Support
February 2013
Division of the Company (current position)(Reason for election as a candidate for director)
Mr. Osawa assumed the office of director of the Company in 2000. He has served as General
Manager of Administration Division and General Manager of Mobile Service Center, and engaged in
the development of in-house infrastructure and streamlining of operation. The Company reelected
him as a candidate for director, based on the judgment that he is capable of making decisions on theimportant management matters of the Company by drawing on his broad expertise in management,
as well as administrative and operational works at an IT service company.
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
106,921
Senior Operating Officer and General Manager of Corporate
January 2010
Planning Division of the Company
Reelected
Senior Operating Officer and General Manager of Corporate
May 2010
Support Division of the Company
Hiroshi Matsumoto
December 2010 Director and General Manager of Corporate Support Division of(August 17, 1969)
the Company
Director of the Company
February 2013
December 2016 Managing Director of the Company (current position, in chargeof 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 1985
August 1989
May 1992
January 1994
November 1998
July 2000

3

4

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)

April 2007
May 2008
April 2010
April 2012

External director
Independent director

Reelected

6

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

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)(Significant concurrent position)
Associate Professor, Graduate School of Business Administration, Keio University(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
April 2011

Newly elected

7

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

April 2014
June 2014

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(current position)
Chief Director of Kanagawa Prefectural Hospital Organization
Director of the Japan Health Sciences Foundation (current
position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Director of the Japanese Foundation for Cancer Research
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 elected him as a candidate for external director, based on
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 three(3) years as at the conclusion of this Annual General Meeting of Shareholders. In addition, the Company has filed a notice to theTokyo Stock Exchange for appointing both candidates as independent directors. If their election is approved as originally proposed,
they will continue to serve as independent directors. Furthermore, Mr. Ryosuke Tsuchiya will newly serve as an independent director,
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 agreements with
Mr. Muzhi Zhou and Ms. Hikaru Yamamoto to limit their liabilities for compensation of damages due to the failure to perform theirduties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If their election is approved asoriginally proposed, the Company intends to continue the agreements with them. Furthermore, the Company intends to enter into asimilar agreement with Mr. Ryosuke Tsuchiya, if his election is approved as originally proposed.

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Proposal 4:

Election of one (1) statutory auditor

Statutory Auditor Mr. Minoru Takei will resign at the conclusion of this Annual General Meeting of
Shareholders due to the expiration of his term of office. Accordingly, the election of one (1) statutory auditor
is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, significant concurrent positions
and positions at the Company

Number of sharesof the Company
held

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 external statutory auditor)
Mr. Takei has insight in finance and accounting and a wealth of experience as a corporate manager.
The Company elected him as a candidate for external statutory auditor, based on the judgment that heis capable of adequately executing his duties in the audit of the Company.
April 1974
April 2000
April 2002

Reelected

Minoru Takei(February 15, 1952)
External statutory auditor
Independent statutory
auditor(Notes)1. There are no special interests between the candidate for statutory auditor and the Company.
2. The candidate for statutory auditor, Mr. Minoru Takei, is a candidate for external statutory auditor. The reason for election as a
candidate for external statutory auditor is described in the column below the past experience of the candidate for external statutory
auditor.
3. The candidate for statutory auditor, Mr. Minoru Takei, will have held the position of external statutory auditor of the Company forone (1) year as at the conclusion of this Annual General Meeting of Shareholders. In addition, the Company has filed a notice toTokyo Stock Exchange, Inc. for appointing him as an independent statutory auditor. If his election is approved as originally proposed,
he will continue to serve as an independent statutory auditor.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Mr. Minoru Takei to limit his liabilities for compensation of damages due to the failure to perform his duties, to the sum of theamounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If his election is approved as originally proposed, theCompany intends to continue the agreement with him.

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