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 1, 2017
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 22ND 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 22nd 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 22, 2017, Japan time.
1. Date and Time:

December 23, 2017 (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
22nd Fiscal Year (October 1, 2016 – September 30, 2017), 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 22nd Fiscal Year
Proposals to be resolved:
Appropriation of surplus
Proposal 1:
Partial amendment to the articles of incorporation
Proposal 2:
Election of eight (8) directors
Proposal 3:
Election of two (2) statutory auditors
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 (http://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
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 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(http://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 436,170,176 yen(2) The effective date of the dividend of surplus
December 25, 2017-3-

Proposal 2:
Partial amendment to the articles of incorporation
1. Reasons for the amendment(1) In order to prepare for future business development, business objects are to be added and rearrangedin Article 2 (Purpose) of the Company’s current articles of incorporation.
(2) In addition to the above, some amendments are to be made to rearrange the wording.
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(Trade Name)(Trade Name)
Article 1 The name of the Company shall be
Article 1 The name of the Company shall be
KABUSHIKI KAISHA MTI, and it shall be
KABUSHIKI KAISHA MTI, and it shall be
written in English as MTI Ltd.
written in English as MTI Ltd.
(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 31. (Unchanged)
1. to 31. (Omitted)(Deleted due to transfer to the proposed Article 2,
32. Consulting service related to the preceding items
Item 48)and management consulting service
32. Creation and provision of database(Transferred from the current Article 2, Item 37)
33. Control and manage through the ownership of(Deleted)
shares the business activities of companies
engaged in the businesses of the preceding items
33. Outsourcing service of administrative procedures(Newly established)
related to management, labor, accounting, etc.
34. to 36. (Omitted)
34. to 36. (Unchanged)
37. Creation and provision of database(Deleted due to transfer to the proposed Article 2,
Item 32)
37. Contracting for research related to medical and(Newly established)
health care
38. to 40. (Omitted)
38. to 40. (Unchanged)(Newly established)
41. Fund transfer service, electronic settlement agency
service and bank agency service(Newly established)
42. Issuance of electronic money, virtual currency andother electronic value information, and prepaid
payment instruments(Newly established)
43. Planning, development, production, sales,
licensing and maintenance of systems related to
FinTech business(Newly established)
44. Gathering, analysis and provision of information
related to FinTech business(Newly established)
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
(Newly established)
46. AgriTech business41. Other commercial services in general
47. Other commercial services in general(Transferred from the current Article 2, Item 32)
48. Consulting service related to the preceding items
and management consulting service
42. Any and all businesses incidental or relating to the49. Any and all businesses incidental or relating to thepreceding items
preceding items
Current-4-

Proposal 3:
Election of eight (8) 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 eight (8) directors is proposed.
The candidates for director are as follows:
Name

No.

1

Reelected

Toshihiro Maeta

2

Reelected

Hiroshi Izumi

3

Reelected

Yoshihiro Shimizu

4

Reelected

Katsunori Osawa

5

Reelected

Hiroshi Matsumoto

6

Reelected

Masaya Onagi

7

Reelected

Muzhi Zhou

8

Reelected

Hikaru Yamamoto-5-

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 President and Chief Executive Officer. The Company reelected him as a candidate for director,
based on the judgment that he is capable of making decisions on the important management mattersof the Company, and his leadership over all the officers and employees, drawing on his knowledge
and experience 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
308,800
Executive Vice President and General Manager of Healthcare
June 2012
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 (current
position, in charge of Technology Division, Solution Business
Department, and CLIMB Factory Business Department)(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 RIKEI CORPORATION
Seconded to Gnosis Pacific Co., Ltd.
Representative Director of Gnosis Pacific Co., Ltd.
Deputy General Manager of Sales Division, transcosmos inc.
Established i2ts, inc.
Representative Director of i2ts, inc.
December 1999 Director of the Company
Technical Adviser of nucleus Co., Ltd.
January 2004
September 2005 Director of nucleus Co., Ltd.
December 2006 Senior Operating Officer and CTO of the Company
December 2007 Director, Managing Operating Officer & CTO, and General
Manager of IT Center of the Company
December 2009 Director and CTO of the Company
66,800November 2011 Director and General Manager of mopita Business Department
Reelectedof the Company
Senior Managing Director and General Manager of music.jp
January 2013
Yoshihiro Shimizu
Business Division of the Company(September 26, 1955) April 2014
Senior Managing Director and General Manager of DigitalContents Division of the Company
Senior Managing Director and General Manager of Life andApril 2015
Healthcare Business Division of the Company
Senior Managing Director, General Manager of LifestyleJune 2015
Business Division, and General Manager of Healthcare Business
Division of the Company
Senior Managing Director and General Manager of Healthcare
February 2016
Business Division of the Company (current position)(Reason for election as a candidate for director)
Mr. Shimizu assumed the office of director of the Company in 1999. He has broad expertise in IT
service, including planning, development, and system operation, and has experience both inconsumer business and customer business. The Company reelected him as a candidate for director,
based on the judgment that he is capable of making decisions on the important management mattersof the Company by drawing on his wealth of experience in the IT business.
October 1983
December 1992
October 1994
October 1997
October 1999

3

Number of sharesof the Company
held

-7-

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
104,878
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.
April 1985
August 1989
May 1992
January 1994
November 1998
July 2000

4

Number of sharesof the Company
held

-8-

No.

Name
(Date of birth)

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

Number of sharesof the Company
held

Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
Joined CAC Corporation
Joined USJ Co., Ltd.
Joined the Company
Operating Officer, General Manager of Corporate Planning
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
99,321
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.
Joined Japan IBM, Ltd.
April 1970
Director and General Manager of Second Sales Administrative
March 1994
Division, Financial System Business Department of Japan IBM,Ltd.
Managing Director and General Manager of Financial System
April 1998
Business Department of Japan IBM, Ltd.
Senior Managing Director in charge of Service Business ofApril 2000
Japan IBM, Ltd.
Executive Vice President in charge of Sales Division of Japan
April 2002
IBM, Ltd.
Advisor of GMO Payment Gateway, Inc.
October 2004
Executive Vice President of The Japan Research Institute,
February 2005
─
Reelected
LimitedPresident and CEO of Japan Research Institute Solutions,
July 2006
Masaya Onagi
Limited (current JSOL Corporation)(December 28, 1946) December 2007 External Director of GMO Payment Gateway, Inc. (current
position)
External director
December 2008 External Director of the Company (current position)
Independent director
Advisor of JSOL Corporation
June 2011
Advisor of The Japan Research Institute, Limited
Director and Chairman of Aozora Trust Bank, Ltd.
June 2016
April 1992
May 1999
October 2002
October 2004
February 2008

5

6

(Significant concurrent position)
External Director of GMO Payment Gateway, Inc.
(Reason for election as a candidate for external director)
The Company reelected Mr. Onagi as a candidate for external director, based on the judgment that heis capable of giving advice from various perspectives by drawing on his wealth of experience andbroad insight as a business administrator on the decision-making of the Company’s management
policies, and is also capable of adequately performing his duties including supervising the executionof 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
July 1985
June 1995
April 2002
January 2005
April 2007

Reelected

7

Muzhi Zhou
(July 2, 1963)

April 2007
May 2008
April 2010
April 2012

External director
Independent director

Reelected

8

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.

(Notes)1.
There are no special interests between each candidate and the Company.
2.
Mr. Masaya Onagi, Mr. Muzhi Zhou and Ms. Hikaru Yamamoto 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 and Ms. Hikaru Yamamoto, although they have never been involved in corporate management
other than as external director or external auditor, the Company believes that they are capable of adequately executing their duties asexternal director as mentioned in the “Reason for election as a candidate for external director.”
3.
The candidate Mr. Masaya Onagi will have held the position of external director of the Company for nine (9) years as at theconclusion of this Annual General Meeting of Shareholders. The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will haveheld the position of external director for two (2) years 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 the external director candidates 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 with
Mr. Masaya Onagi, Mr. Muzhi Zhou and Ms. Hikaru Yamamoto to limit their liabilities for compensation of damages due to thefailure to perform their duties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If theirelection is approved as originally proposed, the Company intends to continue the agreements with them.

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Proposal 4:

Election of two (2) statutory auditors

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

Name
(Date of birth)

Past experience, significant concurrent positions
and positions at the Company
April 2001

Reelected

1March 2004
Kazuhiko Sakishima April 2009
(November 21, 1947) December 2009
June 2010

Number of sharesof the Company
held

Deputy General Manager, Kansai Branch of Mitsubishi
Corporation
President of Mitsubishi Corporation Plastics Ltd.
Executive Director of Mitsubishi Corporation Plastics Ltd.
External Statutory Auditor of the Company (current position)
Director of Teach For Japan (Specified Non-profit Organization)─External statutory(Reason for election as a candidate for external statutory auditor)
auditorMr. Sakishima has a wealth of experience and broad insight as a corporate manager. The Company
Independent statutory
reelected him as a candidate for external statutory auditor, based on the judgment that he is capable
auditorof performing his duties including monitoring and giving advice on management in general.

Joined Mitsubishi Corporation
General Manager, Finance Dept. of Mitsubishi Corporation
Newly elected
General Manager, Accounting Dept., Kansai Branch of
Mitsubishi Corporation
President of Mitsubishi Corporation Financial & Management
April 2004
─
Minoru Takei
Services (Japan) Ltd.
(February 15, 1952)
April 2006
Senior Vice President of Mitsubishi Corporation
Executive Vice President of KANRO CO., LTD.
March 2010
External statutory
Advisor of the Company (current position)
August2017
auditor(Reasonforelectionas a candidate for external statutory auditor)
Independent statutory
Mr. Takei has insight in finance and accounting and a wealth of experience as a corporate manager.
auditor
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

2

(Notes)1.
2.

There are no special interests between each candidate for statutory auditor and the Company.
The candidates for statutory auditor, Mr. Kazuhiko Sakishima and Mr. Minoru Takei, 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.

Since assuming the office of external statutory auditor of the Company in December 2009, Mr. Kazuhiko Sakishima has been in
office for eight (8) years. In addition, the Company has filed a notice to Tokyo Stock Exchange, Inc. for appointing Mr. Sakishima as
an independent statutory auditor. If his election is approved as originally proposed, he will continue to serve as an independent
statutory auditor. Furthermore, Mr. Minoru Takei will newly serve as an independent statutory auditor, if his election is approved asoriginally proposed.

4.

In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Mr. Kazuhiko Sakishima 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. Furthermore, the Company intends to enter into a similar agreement with Mr.
Minoru Takei, if his election is approved as originally proposed.

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