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 6, 2022
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 27TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 27th Annual General Meeting of Shareholders of MTI Ltd. (the “Company”)
will be held for the purposes as described below.
To prevent the spread of the novel coronavirus (COVID-19), we would like to ask all our shareholders torefrain from attending the Meeting, wherever possible, regardless of their physical condition and exercise theirvoting rights in advance in writing or via the Internet, etc. by 5:30 p.m. on Friday, December 23, 2022 upon
reviewing the attached Reference Documents for the General Meeting of Shareholders. Also, the General
Meeting of Shareholders will be live-streamed over the Internet, so please consider using this method insteadof visiting the venue.
1. Date and Time:

Saturday, December 24, 2022 at 10:00 a.m. Japan time

2. Place:

Conference rooms No.1 and No. 2
on the seventh floor of Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome, Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the Company’s
27th Fiscal Year (October 1, 2021 – September 30, 2022), 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 27th Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the articles of incorporation
Proposal 3:
Election of ten (10) directors
Proposal 4:
Election of one (1) statutory auditor-1-◎ Notes(1)
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. If attending online by proxy, please submit a written power of attorney
and documents to prove your proxy’s identity by post within the following reception period:
Reception period: Tuesday, December 6, 2022 at 10:00 a.m. to Friday, December 16, 2022
at 5:30 p.m. Japan time
Postal address: MTI Ltd. General Affairs Department,
3-20-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo 163-1435, Japan(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://ir.mti.co.jp/eng/) and are therefore not included in the Appendix to this convocation notice.
1) Matters concerning share acquisition rights of the Company
2) System to ensure the appropriateness of business operations and its operational status
3) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements4) “Statement of changes in equity” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The Appendix to this convocation notice is part of the documents audited by the Accounting
Auditor and the statutory auditors in the course of the preparation of their audit reports.

(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://ir.mti.co.jp/eng/).

(4)

The Company’s COVID-19 measures
1) To prevent the spread of COVID-19, we appreciate your cooperation in various measures taken
at the Meeting venue (use of alcohol sanitizers and face masks, temperature checks upon arrival,
refraining from attendance for shareholders who have a fever or other symptoms).
2) We may decline the admission of those who fail to cooperate with measures mentioned in 1)
above.
3) Please note that you may not be able to enter the venue when the seats are full, as the numberof seats is limited to ensure social distancing.
4) If there are any changes in the proceedings of the meeting due to the spread of COVID-19,
they will be notified on the Company’s website (https://ir.mti.co.jp/eng/).

-2-

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 440,095,728 yen(2) The effective date of the dividend of surplus
December 26, 2022

-3-

Proposal 2:

Partial amendments to the articles of incorporation

1. Reasons for the amendments(1) Introduction of the “Shareholders Meeting without a Designated Location”
The “Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other
Related Acts” (Act No. 70 of 2021) came into force on June 16, 2021, enabling listed companies tohold a “Shareholders Meeting without a Designated Location” (also referred-to as a “virtual-only
shareholders meeting”) under certain conditions, where provided for in the articles of incorporation.
The Company upholds its vision of “making the world a step forward,” and aspires to bring about
innovations to make a rapidly changing world more convenient.
As part of these efforts, it is proposed to partially amend the articles of incorporation to enable theCompany to hold its general meeting of shareholders as a Shareholders Meeting without a DesignatedLocation, allowing more shareholders, such as those from remote regions, to attend, promoting therevitalization and smooth operation of the general meeting of shareholders, and also contributing to
COVID-19 countermeasures.
In submitting this proposal, the Company has received the written confirmation of the Minister of
Economy, Trade and Industry and the Minister of Justice required to hold a Shareholders Meeting
without a Designated Location. The Company will decide on the method used to hold the general
meeting of shareholders each time, based on careful consideration by the Board of Directors,
prioritizing the rights and interests of shareholders.
(2) Introduction of the system for electronic provision of materials for general meetings of shareholders
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of
the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) came into force on September
1, 2022. Accordingly, in order to introduce the system for electronic provision of materials for general
meetings of shareholders, it is proposed to amend the articles of incorporation of the Company, as
follows.
1) The proposed Article 15, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
3) The provisions related to the internet disclosure and deemed provision of the Reference
Documents for the General Meeting of Shareholders, etc. (Article 15 of the current articles ofincorporation) will become unnecessary and will therefore be deleted.
4) Supplementary provisions will be established related to the effect of the abovementioned
establishment and deletion of provisions. These supplementary provisions will be deleted after thelapse of a certain period.
2. Details of amendments
The details of the amendments are as follows.
Current articles of incorporation(Time of Convocation)
Article 12 The Annual General Meeting of
Shareholders shall be convened in December
each year, and an Extraordinary General Meetingof Shareholders shall be convened whenevernecessary.
(Newly established)(Amended parts are underlined.)
Proposed amendments(Time and Method of Convocation)
Article 12 The Annual General Meeting of
Shareholders shall be convened in December
each year, and an Extraordinary General Meetingof Shareholders shall be convened whenevernecessary.
2) The Company may hold the General Meeting of
Shareholders as a Shareholders Meeting withouta Designated Location.

(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)(Deleted)-4-Current articles of incorporation
Article 15 The Company may, when convening a
General Meeting of Shareholders, deem that it
has provided its shareholders with information
pertaining to matters to be described or indicatedin the Reference Documents for the General
Meeting of Shareholders, Business Report, Nonconsolidated Financial Statements, andConsolidated Financial Statements (including theaudit reports by the Accounting Auditor and theBoard of Statutory Auditors of the Consolidated
Financial Statements), by disclosing suchinformation through the internet in accordancewith the provisions stipulated in the Ordinance ofthe Ministry of Justice.
(Newly established)

Proposed amendments(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening a
General 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 orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

(Newly established)

Supplementary Provisions(Measures for Electronic Provision, Etc.)
1. Notwithstanding the provisions of Article 15 of
the articles of incorporation (Measures forElectronic Provision, Etc.), for any General
Meeting of Shareholders to be held on a datewithin six (6) months from the effective date,
Article 15 of the articles of incorporation, prior
to amendment, shall remain in force.
2. These supplementary provisions shall be deleted
after the lapse of six (6) months from theeffective date or the lapse of three (3) months
from the date of the General Meeting of
Shareholders set forth in the preceding
paragraph, whichever is later.

-5-

Proposal 3:

Election of ten (10) directors

All nine (9) 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 ten (10) directors is proposed, increasing
the number of external directors by one (1) to further strengthen the management structure.
The candidates for director are as follows:
No.

Name/Attributes

Current positionat the Company

Attendance at theBoard of Directors
meetings

1

Toshihiro Maeta

Male
Reelected

President andChief Executive Officer

16/16(100%)

2

Hiroshi Izumi

Male
Reelected

Executive Vice President

16/16(100%)

3

Minoru Takei

Male
Reelected

Executive Vice President

16/16(100%)

4

Hiroshi Matsumoto

Male
Reelected

Senior Managing Director

16/16(100%)

5

Muzhi Zhou

Male
Reelected

External director
Independent director

External Director

16/16(100%)

6

Hikaru Yamamoto

FemaleReelected

External director
Independent director

External Director

16/16(100%)

7

Ryosuke Tsuchiya

Male
Reelected

External director
Independent director

External Director

16/16(100%)

8

Satoshi Fujita

Male
Reelected

External director
Independent director

External Director

16/16(100%)

9

Yoshinori Yokoyama

Male
Reelected

External director
Independent director

External Director

12/16
(75%)

10

Hideaki Wada

Male
Newly
electedExternal director

─

-6-

─

No.

Name
(Date of birth)

Reelected

1

Toshihiro Maeta(January 19, 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.
11,869,200
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, drawing on his knowledge and experience inoverall management he has gained to date.
April 1987
December 1988
August 1989
July 1994
August 1996

-7-

No.

Name
(Date of birth)

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

Joined Japan IBM, Ltd.
Joined Microsoft Japan Co., Ltd.
Joined the Company
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
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
338,000
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
December 2019 Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, and General
Manager of Technology Division (in charge of Solution
Business Department) of the Company
Executive Vice President, General Manager of Life,
April 2021
Entertainment and Sports Business Division, General Manager
of Technology Division, and General Manager of System
Architect Department (in charge of Solution Business
Department) of the Company (current position)
Reason for election as a candidate for director
Mr. Izumi assumed the office of the Company’s director 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
June 1997
February 1999
November 1999

Reelected

2

Hiroshi Izumi(February 26, 1965)

Number of sharesof the Company
held

-8-

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.
Senior Vice President of Mitsubishi Corporation
April 2006
Executive Vice President of KANRO CO., LTD.
March 2010
December 2017 External Statutory Auditor of the Company
December 2019 Executive Vice President and General Manager of Corporate
Support Division (in charge of Operation Reform Control
Department, Compliance Promotion Office, Business Risk
Management Office, +Design Department, Quality Control
15,800Center, and Cyber Risk Management Office) of the Company
Executive Vice President, General Manager of Corporate
October 2021
Support Division and General Manager of Corporate PlanningManagement Department (in charge of Operation Reform
Control Department, Compliance Promotion Office, Business
Risk Management Office, +Design Department, Quality Control
Center, and Cyber Risk Management Office) of the Company
Executive Vice President, General Manager of Corporate
October 2022
Support Division and General Manager of Human Resources,
General Affairs and Public Relations Management Department(in charge of Operation Reform Control Department,
Compliance Promotion Office, Business Risk Management
Office, +Design Department, Quality Control Center, and Cyber
Risk Management Office) of the Company (current position)
Reason for election as a candidate for director
Mr. Takei assumed the office of standing statutory auditor and Executive Vice President of theCompany in 2017 and 2019, respectively. He held key positions mainly in finance and accounting
departments at a major general trading company and has experienced corporate management. The
Company reelected him as a candidate for director, based on the judgment that he is capable ofmaking decisions on the important management matters of the Company, also due to his considerable
insight into the Company’s management, business, and organization.
Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
April 1992
Joined CAC Corporation (current CAC Holdings 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
160,600
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 (in charge of IR Office and businessalliance) of the Company (current position)
Reason for election as a candidate for director
Mr. Matsumoto assumed the office of the Company’s director in 2010. After joining the Company,
he has served as General Manager of Corporate Planning Division and General Manager ofCorporate Support Division. 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 by drawing on his expertise in the fields of M&A, finance and investor relations, inaddition to his experience in overall administrative work.
April 1974
April 2000
April 2002

Reelected

3

Minoru Takei(February 15, 1952)

Reelected

4

Hiroshi Matsumoto(August 17, 1969)

Number of sharesof the Company
held

-9-

No.

Name
(Date of birth)

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

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
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
Reason for election as a candidate for external director and outline of expected roles
Mr. Muzhi Zhou is engaged in the research on East Asian economies and digital economy atuniversities. He gives advice on the Company’s management policies based on his insight andsupervises the execution of operation from an independent standpoint. The Company continues to
expect him to play the above roles and reelected him as a candidate for external director.
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
─Outside Director of POLA ORBIS HOLDINGS INC.
March 2020
(current position)
Significant concurrent positions
Associate Professor, Graduate School of Business Administration, Keio University
Vice President, Japan Marketing Academy
Outside Director of POLA ORBIS HOLDINGS INC.
Reason for election as a candidate for external director and outline of expected roles
Ms. Hikaru Yamamoto is engaged in the research on marketing and consumer behavior atuniversities. She gives advice on the Company’s management policies based on her insight andsupervises the execution of operation from an independent standpoint. The Company continues to
expect her to play the above roles and reelected her as a candidate for external director.

- 10 -

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

Reelected

8

Satoshi Fujita(March 3, 1944)
External director
Independent director

April 2011
April 2014
June 2014
December 2018
November 2019
April 2021
April 2022

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 Sakakibara Heart Foundation)(current position)
Director of the Japanese Foundation for Cancer Research
Chief Director of Kanagawa Prefectural Hospital Organization
Director of the Japan Health Sciences Foundation
External Director of the Company (current position)
External Director of MNES Inc. (current position)
Vice President of Kokusai Gakuen Education Institute
President of Kokusai Gakuen Education Institute (current
position)

Number of sharesof the Company
held─

Significant concurrent positions
Director of the Japan Research Promotion Society for Cardiovascular Diseases
External Director of MNES Inc.
President of Kokusai Gakuen Education InstituteReason for election as a candidate for external director and outline of expected roles
Mr. Ryosuke Tsuchiya is engaged in medical research at various institutions, and also has experiencein organizational management. He gives advice on the Company’s management policies based on his
insight and supervises the execution of operation from an independent standpoint. The Company
continues to expect him to play the above roles and reelected him as a candidate for external director.
Joined Nippon Telegraph and Telephone Public Corporation
July 1969
President of NTT International Network Company
October 1997
Executive Vice President and General Manager of Global
June 2002
Service Business, NTT Communications Corporation
Full-time Audit & Supervisory Board Member of NTT
June 2003
DOCOMO, INC.
President and CEO of Alcatel-Lucent Japan Ltd.
April 2006
Director of IT-it CO., LTD.
June 2008
4,000
President of Infinera Japan K.K.
March 2009
September 2011 Advisor of the Company
Executive Advisor of Juniper Networks, Inc. (current position)
April 2016
December 2020 External Director of the Company (current position)
Significant concurrent positions
Executive Advisor of Juniper Networks, Inc.
Reason for election as a candidate for external director and outline of expected roles
Mr. Satoshi Fujita has a wealth of experience and deep insight as a manager. He gives advice on the
Company’s management policies based on his insight and supervises the execution of operation froman independent standpoint. The Company continues to expect him to play the above roles andreelected him as a candidate for external director.

- 11 -

No.

Name(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
September 1986
September 1988
July 2002
April 2008
July 2016

Reelected

9July 2017
October 2020

Yoshinori Yokoyama December 2020
(September 16, 1942)

Senior Partner, McKinsey & Company
Managing Partner Japan, McKinsey & Company
Representative Director of Igrec SSDI Co., Ltd. (current
position)
Chief Event Promotor, The University of Tokyo Executive
Management Program
Dean, Hiroshima Business and Management School, Prefectural
University of Hiroshima (current position)
External Director of airweave inc. (current position)
Special Research Advisor, Institute of Industrial Science, The
University of Tokyo (current position)
External Director of the Company (current position)

Number of sharesof the Company
held─

Significant concurrent positions
Representative Director of Igrec SSDI Co., Ltd.
Dean, Hiroshima Business and Management School, Prefectural University ofHiroshima
External Director of airweave inc.
Special Research Advisor, Institute of Industrial Science, The University of Tokyo
Reason for election as a candidate for external director and outline of expected roles
Mr. Yoshinori Yokoyama has a wealth of experience and deep insight as a manager. He gives advice
on the Company’s management policies based on his insight and supervises the execution ofoperation from an independent standpoint. The Company continues to expect him to play the aboveroles and reelected him as a candidate for external director.
Joined HIKARI TSUSHIN, INC.
April 1997
Director of HIKARI TSUSHIN, INC.
June 2004
Managing Director of HIKARI TSUSHIN, INC.
April 2007
Managing Executive Officer and General Manager ofJune 2009
Information and Communications Business Division, HIKARITSUSHIN, INC.
Representative Director of Hello Communications, Inc.
April 2012Managing Director of HIKARI TSUSHIN, INC.
June 2012
Representative Director of Telecom Service Co., Ltd.
April 2013
Director of Water Direct Corporation (current Premium Water
June 2015
Holdings Inc.) (current position)
Newly elected
Vice President and Director of HIKARI TSUSHIN, INC.
June 2017
─
Director of FTGroup CO., LTD.
June 2018
Hideaki Wada
Director of ACTCALL INC.
February 2019
(December 13, 1973) June 2019
President and Representative Director of HIKARI TSUSHIN,
INC. (current position)
External director
Director of Hikari Tsushin K.K. (current position)
June 2020
Representative Director of HCMA Alpha Inc. (current position)
March 2021
External director
Independent director

10Significant concurrent positions
President and Representative Director of HIKARI TSUSHIN, INC.
Director of Premium Water Holdings Inc.
Director of Hikari Tsushin K.K.
Representative Director of HCMA Alpha Inc.
Reason for election as a candidate for external director and outline of expected roles
Mr. Hideaki Wada has a wealth of achievements and experience and deep insight as a manager. The
Company expects him to give advice on the Company’s management policy, based on his insight, tosustainably enhance corporate value, and elected him as a candidate for external director.
(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Muzhi Zhou, Ms. Hikaru Yamamoto, Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita, Mr. Yoshinori Yokoyama and Mr.
Hideaki Wada are candidates for external director. The reasons for election as candidates for external director aredescribed 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 in corporate- 12 -

3.

4.

5.

6.

7.
8.

management other than as external director, the Company believes that they are capable of adequately executing theirduties as external director as mentioned in the “Reason for election as a candidate for external director.”
The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will have held the position of external director of theCompany for seven (7) years as at the conclusion of this Annual General Meeting of Shareholders. The candidate Mr.
Ryosuke Tsuchiya will have held the position of external director of the Company for four (4) years as at the conclusionof this Annual General Meeting of Shareholders. The candidates Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama will
have held the position of external director of the Company for two (2) years as at the conclusion of this Annual General
Meeting of Shareholders.
The Company has filed a notice to the Tokyo Stock Exchange for appointing Mr. Muzhi Zhou, Ms. Hikaru Yamamoto,
Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama as independent directors. If their election isapproved as originally proposed, they will continue to serve as independent directors.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Muzhi Zhou, Ms. Hikaru Yamamoto, Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita, and Mr. Yoshinori
Yokoyama to limit their liability 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 is approved as originallyproposed, the Company intends to continue the agreements with them. Moreover, if the election of Mr. Hideaki Wada isapproved as originally proposed, the Company intends to enter into a similar agreement with him.
The Company has purchased a directors and officers liability insurance policy from an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages that the insured will be legally
liable for and dispute costs including litigation expenses, lawyer fees, and arbitration / settlement costs (including thosearising from losing a derivative lawsuit and claims for damages from the Company). Each candidate for director, withthe exception of Mr. Hideaki Wada, is insured under the insurance policy as incumbent directors of the Company.
Moreover, all directors of the Company elected under this proposal will be insured under the insurance policy. The
Company plans to renew the insurance policy with the same content during the terms of office of the directors includedin this proposal.
MNES Inc., where Mr. Ryosuke Tsuchiya holds a concurrent position, is an equity-method affiliate of the Company.
HIKARI TSUSHIN, INC., where Mr. Hideaki Wada holds a concurrent position, is an affiliate (other) of the Company.

- 13 -

Proposal 4:

Election of one (1) statutory auditor

Statutory auditor Mr. Yasuhiko Niwa 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.
In addition, the Board of Statutory Auditors has previously given its approval to this proposal.
The candidate for statutory auditor is as follows:
Name(Date of birth)

Reelected

Yasuhiko Niwa
(October 17, 1958)
External statutory auditor
Independent statutory
auditor

Past experience, significant concurrent positions
and positions at the Company
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.
September 2010 Managing Executive Officer and General Manager,
Administrative Division of Mitsubishi Shoji Sekiyu Co. Ltd.
President and General Manager, Administrative Division of
May 2012
Mitsubishi Corporation (Taiwan) Ltd.
Standing Corporate Auditor of Metal One Corporation
June 2015
General Manager, Financial, Accounting, and Information
August 2018
System Dept. of IVYCS Co., Ltd.
December 2019 External Statutory Auditor of the Company (current position)

Number of sharesof the Company
held─

Reason for election as a candidate for external statutory auditor
Mr. Yasuhiko 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 heis capable of adequately executing his duties in the audit of the Company.
(Notes)1. There are no special interests between the candidate and the Company.
2. The candidate for statutory auditor, Mr. Yasuhiko Niwa, is a candidate for external statutory auditor. The reasons for hiselection as a candidate for external statutory auditor are described in the column below the past experience.
3. The candidate for statutory auditor, Mr. Yasuhiko Niwa, will have held the position of external statutory auditor of theCompany for three (3) years as at the conclusion of this Annual General Meeting of Shareholders. In addition, theCompany has filed a notice to the Tokyo Stock Exchange for appointing him as an independent statutory auditor. If hiselection 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 anagreement with Mr. Yasuhiko Niwa to limit his liability for compensation of damages due to the failure to perform his
duties, to the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If his election isapproved as originally proposed, the Company intends to continue the agreement with him.
5. The Company has purchased a directors and officers liability insurance policy from an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages that the insured will be legally
liable for and dispute costs including litigation expenses, lawyer fees, and arbitration / settlement costs (including thosearising from losing a derivative lawsuit and claims for damages from the Company). The candidate for statutory auditor,
Mr. Yasuhiko Niwa, is insured under the insurance policy as an incumbent statutory auditor of the Company, and he willcontinue to be insured under the insurance policy if he is elected under this proposal. The Company plans to renew theinsurance policy with the same content during the term of office of the statutory auditor included in this proposal.

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(Reference) Management structure subject to approval of Proposal 3 and Proposal 4 (plan)• The table below does not represent all kinds of knowledge held by candidates.
Expertise / Experience
Name

Attributes

Corporate
management/
Business
Strategy

Technology
development/
MarketingMarketdevelopment

IT/
Security

Personnel &labor affairs/
Finance andLegal affairs/
Organization/
Globalaccounting/
Risk
Human
experiences
M&A
management
resourcesdevelopment

Directors
Toshihiro Maeta

●

●

●

Hiroshi Izumi

●

●

●

Minoru Takei

●

●

●

●

Hiroshi Matsumoto

●

●

●

●

●
●

●

Muzhi Zhou

External
Independent

Hikaru Yamamoto

External
Independent●

Ryosuke Tsuchiya

External
Independent●

Satoshi Fujita

External
Independent●●

Yoshinori Yokoyama

External
Independent

●

●

●

●

●

●

●

Hideaki Wada

External

●

●

●

●

●

●

●

●
●
●

●
●
●

Statutory auditors
Yasuhiko Niwa

External
Independent

Chie Kasahara

External
Independent

Nariki Yasuda

External
Independent

Takako Okuda

External
Independent

●

●

●

●

●

●

●
●

●

●

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(Reference: Proposal 3 and Proposal 4)[Policies and procedures for nominating candidates for director]
It is the Company’s policy to elect candidates for director who have the knowledge, experience, andabilities necessary to create medium- to long-term corporate value, in addition to excellent personality andhigh ethical standards, and who can appropriately fulfill their roles and responsibilities. In accordance withthis policy, when nominating a candidate for director, the representative director prepares a draft proposal ofcandidates for director, consults with the Nomination and Remuneration Committee, and submits the proposal
to the Board of Directors based on a report from the Nomination and Remuneration Committee, and once theBoard of Directors approves the proposal, it is presented to the general meeting of shareholders. The majorityof members of the Nomination and Remuneration Committee are external officers or external experts toensure the objectivity, timeliness, and transparency of the Company’s decision-making.
As for the policy for electing external directors, the Company seeks to offer positions to people who havea high degree of expertise and meet the criteria stipulated in the Company’s “Standard for Determining theIndependence of External Officers,” in addition to the above qualities.
[Policies and procedures for nominating candidates for statutory auditor]
Candidates for statutory auditor are recommended by representative directors to the Board of Statutory
Auditors, considering their personality, knowledge, experience, abilities, and expertise. After deliberation by
the Board of Statutory Auditors, a proposal of candidates consented by the Board of Statutory Auditors is
submitted to the Board of Directors, and once the Board of Directors approves the proposal, it is presented
to the general meeting of shareholders.
As for the policy for electing external statutory auditors, the Company seeks to offer positions to people
who meet the criteria stipulated in the Company’s “Standard for Determining the Independence of External
Officers.”[Standard for Determining the Independence of External Officers]
To establish a corporate governance structure that enables highly transparent management and a strong
management oversight function and to improve corporate value, the following criteria is used for determining
the independence of the Company’s external officers (external directors and external statutory auditors). (Aperson who does not fall under any of the following categories is considered to be independent.)
1. A person who is currently or has been over the past ten years a director (excluding external directors),
statutory auditor (excluding external statutory auditors), operating officer, other employee and thelike (collectively, “executive”) of the Company, its current subsidiaries and affiliates (collectively,
the “Group”)
2. A person who falls or has fallen under over the past three years any of a through j below
a. A major shareholder of the Company (a person holding, directly or indirectly, 10% or moreof all voting rights of the Company; the same hereinafter), or an executive of thatshareholder if it is a corporate entity
b. An executive of a company for which the Company is a major shareholder
c. A person for whom the Group is a major business partner (a person who has recorded 2%
or more of its annual consolidated sales for the most recent fiscal year or 100 million yen,whichever is greater, from the Group) or an executive of that corporate entity if it is a
corporate entity
d. A major business partner of the Company (a person who pays the Company the amountexceeding 2% of the Company’s total annual consolidated sales for the most recent fiscal
year), or an executive of that business partner if it is a corporate entity
e. An entity who receives donations or aid from the Group in excess of a certain amount (anaverage of 10 million yen per year for the past three fiscal years or 30% of the averageannual total cost of the organization, whichever is greater), or an executive of that entity if
it is a type of organization
f. A major creditor of the Company, or an executive of the creditor if it is a corporate entity
g. A certified public accountant of the audit corporation for the Group or a person who belongs
to the audit corporationh. An entity who receives annual remuneration of 10 million yen or more in addition to officer
remuneration from the Group as a lawyer, certified public accountant, tax accountant, andconsultant, or an executive of that entity if it is a type of organization
i. A spouse or a relative within the second degree of kinship of a person who falls under any- 16 -

of a through h above (excluding those who are not important)
An officer of a company that receives officers (meaning directors or statutory auditors; thesame hereinafter) from the Group
3. Any other person who may permanently have a substantial conflict of interest with generalshareholders of the Company due to circumstances other than those considered in the categories 1
and 2 above
4. Even if a person falls under any of the items in the category 2 above, the Company may designate
the person as its independent officer if the person is considered to present effectively no risk of
conflict of interest with general shareholders, provided that the Company explains publicly why the
person is deemed to satisfy the requirements of external directors or external statutory auditors inaccordance with the Companies Act and to be suitable as an independent officer of the Company.
j.

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