This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
Securities Code: 8622
May 28, 2024
To Those Shareholders with Voting Rights
Katsunori Kobayashi
President and Representative Director
Mito Securities Co., Ltd.
1-1, Koishikawa 1-chome, Bunkyo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 79th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform that the 79th Ordinary General Meeting of Shareholders of Mito Securities Co., Ltd.
(the “Company”) will be held as described below.
For the convocation of this General Meeting of Shareholders, the Company takes measures for electronic
provision and posts the matters subject to measures for electronic provision on the following websites on the Internet
as the “Notice of Convocation of the 79th Ordinary General Meeting of Shareholders.”
Company’s website: https://www.mito.co.jp/ (available only in Japanese)“Internet Convocation” Website: https://s.srdb.jp/8622/ (in Japanese only)
Other than on the websites above, the matters subject to measures for electronic provision are also posted on the
TSE website. Please access the TSE website (Listed Company Search) below, perform a search by entering theissue name “Mito Securities” or the code “8622,” and select “Basic information” and “Documents for public
inspection/PR information” to confirm the information.
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
If you do not attend the meeting, you can exercise your voting rights using the Form or via the Internet, so please
review the Reference Documents for the General Meeting of Shareholders below, and then please exercise yourvoting rights by 5:00 p.m., Monday, June 24, 2024 by either returning the Voting Rights Exercise Form with yourselections or voting via the “Smart Exercise” or the website exclusively prepared for the exercise of voting rights(https://soukai.mizuho-tb.co.jp/).
1. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. (The reception desk will open at 9:00 a.m.)

2. Place:

Meeting Room, 7F, Mito Branch of the Company
6-10, Minamimachi 2-chome, Mito-shi, Ibaraki, Japan

3. Agenda of the Meeting:
Matters to be reported: The Business Report and the Financial Statements for the 79th Fiscal Term (from
April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Seven Directors (excluding Directors who are Audit and Supervisory1

Committee Members)
Proposal No. 3: Election of Three Directors who are Audit and Supervisory Committee Members
Proposal No. 4: Election of One Substitute Director who is an Audit and Supervisory Committee
Member
4. Guide for Shareholders when Voting:
Please review the “Guide for Shareholders when Voting” on pages 3 through 6.
* For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
* When it is necessary to modify the matters subject to measures for electronic provision, the matters after modification will be
posted on each of the websites where such matters are posted.
* Only this Notice of Convocation is sent to shareholders who have not requested the paper copy.
* The paper copy including the matters subject to measures for electronic provision is sent to shareholders who have requested apaper copy.
* From among the matters subject to measures for electronic provision, Matters Concerning Systems to Ensure the Appropriatenessof the Operations and Establishment of Such Systems, the Statement of Changes in Net Assets, and the Notes to Financial
Statements are not stated in the paper-based documents sent to shareholders who have requested delivery of such documents inpaper copy in accordance with laws and regulations and the provisions of the Articles of Incorporation of the Company. Therefore,
the paper copy sent to shareholders who have requested delivery thereof is a part of the documents audited by the Audit andSupervisory Committee and Accounting Auditor during the preparation of the Audit Reports.

2

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

The votes must be received by 5:00 p.m., Monday, June 24, 2024

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

The votes must be received by 5:00 p.m., Monday, June 24, 2024

Website for the exercise of voting rights: https://soukai.mizuho-tb.co.jp/
Voting in Writing
Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form andmail the Form. If there is no indication of approval or disapproval for a proposal on the Form, your vote for the
proposal shall be counted as approval.
For details, please see page 5.
Deadline for voting

The votes must be received by 5:00 p.m., Monday, June 24, 2024

If You Attend the Meeting
Please bring the enclosed Voting Rights Exercise Form with you and present it at the reception desk on arrival at
the meeting.
* You can exercise your voting rights by authorizing one other shareholder with voting rights to act as yourproxy. However, please understand that you must submit to the Company a document evidencing his/her powerof representation.
Tuesday, June 25, 2024 at 10:00 a.m.
Date and time of(The reception desk will open at 9:00 a.m.)
the meeting3

Voting with a Smartphone
Deadline for voting

The votes must be received by 5:00 p.m., Monday, June 24, 2024

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

4

Voting with a PC
Deadline for voting

The votes must be received by 5:00 p.m., Monday, June 24, 2024

Exercise of voting rights via the Internet is only possible by accessing the website designated by the Company
exclusively for the purpose of exercising voting rights (https://soukai.mizuho-tb.co.jp/).
STEP 1: Access the voting website for the exercise of voting rights* Search the website as follows at a search site,
Exercise of voting rights Mizuho

Searchor
go directly to the website below for the exercise of voting rights.
https://soukai.mizuho-tb.co.jp/
STEP 2: Log in to the website
Enter the “proxy code” noted on your Voting Rights Exercise Form andclick “Next.”
STEP 3: Change your password
Enter your temporary password in the top box and a new password in thesecond box before clicking “Register.”
Next, please enter your vote for or against each of the proposals following
the directions on the screen.
Voting in Writing
Deadline for voting

The votes must be received by 5:00 p.m., Monday, June 24, 2024

Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form andreturn the Form so that it will be received by the deadline for voting.
Please indicate your vote for or against each of the proposals
here.
[Proposal 1 and Proposal 4]
If yes:Please circle the “Yes” column.
If no:
Please circle the “No” column.
[Proposal 2 and Proposal 3]
If yes for all
candidates:
If no for all
candidates:
If no for somecandidates

5

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

For Inquiries
If you have any questions regarding the use of PCs, etc. in exercising your vote via the Internet, please inquire thefollowing desk:
Mizuho Trust & Banking Co., Ltd.
Stock Transfer Agency Department[Internet Help Dial]
Phone: 0120-768-524 (toll-free within Japan only) (9:00 a.m. to 9:00 p.m. on weekdays)(Attention)*

If you exercise your voting rights redundantly, both in writing by postal mail and via the Internet, only thevotes via the Internet shall be deemed to be valid. If you exercise your voting rights more than once, yourmost recent votes shall be deemed to be valid.

*

The password (including the new password you register at login) is effective only for the meeting. A new
password will be issued for the next meeting.

*

Any expenses incurred to access the Internet shall be borne by shareholders.

Platform for the Electronic Exercise of Voting Rights (for Institutional Investors)
Nominee shareholders such as trust and custody service banks (including standing proxies) may use the platform
for the electronic exercise of voting rights operated by ICJ Inc., provided that they apply for the use of that
platform in advance.

6Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Matters related to the year-end dividend:
The Company’s dividend policy is based on its management philosophy of making the best efforts forshareholders, and the Company makes it a basic policy to distribute dividends in line with a payout ratio ofaround 50% in consideration of business continuity, the status of net assets, and other management decisions.
Based on the above-mentioned policies, the Company wishes to propose a year-end dividend of ¥14.0 per
share for the term. The total annual dividend for the term will be ¥24.0 per share combined with the interim
dividend of ¥10.0.
(1) Types of dividend properties
Cash(2) Matters related to distribution of dividend properties and the amount¥14 per common share of the Company
Aggregate dividend amount: ¥911,690,514(3) Effective date of the dividend from surplus
June 26, 2024
The Company considers the return of profits to shareholders as one of its most important management issues.
For the three fiscal years during the Sixth Mid-Term Management Plan (from the fiscal year ended March 31,
2023 to the fiscal year ending March 31, 2025), the Company has decided to set the minimum annual dividend
per share at ¥20.0 to express appreciation to shareholder for their continued support and to reflect the current
status of net assets.

7

Proposal No. 2: Election of Seven Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, election of seven
Directors is proposed.
The Audit and Supervisory Committee has determined that each candidate is suitable as Director of theCompany after evaluating the status of business execution and performance of each candidate in the current
fiscal year.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are
as follows:
CandidateNo.

1

Katsunori Kobayashi

Name

Status at theCompany

Number ofyears served asa Director

Reappointed

President andRepresentative
Director

6 years

11 years

Attendance at
the Board of
Directors
Meetings
Board ofDirectors
Meetings
18 / 18
Board ofDirectors
Meetings
18 / 18
Board ofDirectors
Meetings
18 / 18

2

Toru Uozu

Reappointed

Vice President
andRepresentative
Director

3

Yasuyuki Suda

Reappointed

Managing
Director

4 years4

Tetsuya Kezuka

Newly
appointed

―

―

―

5

Shoji Sugahara

Newly
appointed―――

4 years

2 years

6

Akira Segawa

Reappointed

OutsideIndependent

OutsideDirector

7

Toshihiko Koiwai

Reappointed

OutsideIndependent

OutsideDirector

8

Board ofDirectors
Meetings
18 / 18
Board ofDirectors
Meetings
18 / 18

Candidate
Name
No.
(Date of birth)

1.

2.

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

Number ofshares of theCompany held

April
2005 Joined Mito Securities Co., Ltd.
April
2017 Executive Officer
June2018 President and Representative Director (to present)
Katsunori(Reason for nominating him as a candidate for Director)
Kobayashi
Mr. Katsunori Kobayashi possesses abundant experience and(July 12, 1976)
achievements at the sales divisions and major divisions such as corporate<Reappointed>
planning, sales planning and auditing in the Head Office. Since assuming
the office of President and Representative Director, he has been leading
914,440 shares
Attendance at
the whole Company with a strong centripetal force, demonstrating his
the Board ofown unique vision in many facets, while also following the existing
Directors
management policy. We believe that his flexible creativity, accurate
Meetings
analytical ability, and strong leadership based on his broad perspective
18/18
and experience and achievements as a corporate manager are
indispensable for the continued development of the Company. We
therefore consider him a suitable Director of the Company.
April
1983 Joined The Industrial Bank of Japan, Limited (present
Mizuho Bank, Ltd.)
April
2013 Executive Officer, Mizuho Corporate Bank, Ltd.
(present Mizuho Bank, Ltd.)May
2013 Joined Mito Securities Co., Ltd., Full-time Advisor
June
2013 Managing Director
April2015 Vice President and Director
June2018 Vice President and Representative Director (to present)
Toru Uozu
June
2022 Supervisor, Corporate Sales Division, Regional(October 1,
Corporate Division, Management Planning Division,
1959)
Compliance Division, Examination Division, and<Reappointed>
Operation Guidance Division (to present)
40,400 shares(Reason for nominating him as a candidate for Director)
Attendance at
Mr. Toru Uozu has executed his duties by taking advantage of his
the Board ofabundant experience at a bank and his knowledge of accounting andDirectors
finance. In addition, Mr. Uozu is well versed in wide variety of legal
Meetings
systems. Furthermore, as a Supervisor of Management Planning Division,
18/18
he has achieved results in drawing up mid-term management plans andannual plans, and also as a Supervisor of Internal Administration, he isindispensable for building governance systems of the Company. We
believe that Mr. Uozu will further enhance the decision-making functionof the Board of Directors as before by taking advantage of his experienceand insight in the Board of Directors. We therefore consider him asuitable Director of the Company.

9

Candidate
Name
No.
(Date of birth)

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

3.

4.

Joined Mito Securities Co., Ltd.
Executive Officer
Director
Supervisor, Sales 1st block and Sales 2nd block, WealthYasuyuki Suda
Management Division, Sales Planning and Policy(April 17,
Division, Customer Center, and Underwriting Division1962)(to present)<Reappointed> June
2023 Managing Director (to present)(Reason for nominating him as a candidate for Director)
Attendance at Mr. Yasuyuki Suda has served as General Manager of several Branches in
the Board of retail sales. He is deeply familiar with day-to-day sales operations, andhas been committed to running branches. At the Head Office, he has
Directors
served as a General Manager of the Investment Information Division andMeetings
General Manager of the Sales blocks, demonstrating strong leadership in
18/18
strengthening the Company’s market responsiveness and stable profit
base. He has led the sales division appropriately as Director andSupervisor of Sales Division since 2020. We therefore consider him asuitable Director of the Company.
April
1990 Joined Mito Securities Co., Ltd.
April
2020 Executive Officer (to present)June2020 In charge of Sales Planning and Policy Division,
Customer Center, and Wealth Management Division
June
2021 In charge of Management Planning Division and
Financial Affairs Division
April
2024 In charge of Financial Affairs Division (to present)
Tetsuya(Reason for nominating him as a candidate for Director)
KezukaMr. Tetsuya Kezuka has led the Company’s business in his capacity as a
(October 5, General Manager of the Customer Center, Product Planning Division, and1965)
Management Planning Division after gaining experience in the Sales
Planning and Policy Division and Management Planning Division, which<Newlyappointed> form the backbone of the Company. After assuming the position of
Executive Officer, he was in charge of the Sales Planning and Policy
Division, Customer Center, and Wealth Management Division from 2020
and the Management Planning Division and Financial Affairs Divisionfrom 2021. His extensive experience and knowledge across various areas,
along with his strong analytical skills and broad perspectives, areindispensable in enhancing the Company’s corporate value. We therefore
consider him a suitable Director of the Company.

Number ofshares of theCompany held

1986
2016
2020
2023

10

24,000 shares

13,700 shares

Candidate
Name
No.
(Date of birth)

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

5.

1991
2020

Number ofshares of theCompany held

Joined Mito Securities Co., Ltd.
Executive Officer (to present)
General Manager, Sales 2nd blockApril
2021 In charge of Sales Planning and Policy Division, WealthManagement Division, and Customer Center
November 2022 In charge of Sales Planning and Policy Division, WealthManagement Division, and Customer Center andGeneral Manager, Wealth Management Division
2023 General Manager, Sales 1st block
Shoji Sugahara April
April
2024 In charge of Sales blocks (to present)(March 4,(Reason for nominating him as a candidate for Director)
30,300 shares
1967)
Mr.
Shoji
Sugahara
hasachieved
resultsinretailsales
divisionssincehe<Newlyappointed> joined the Company. After working to improve performance and develop
human resources, he played a central role in sales divisions as Executive
Officer and General Manager of Sales blocks. Afterward, in his role as
being in charge of the Sales Planning and Policy Division, he hasremained closely involved with day-to-day sales operations, taking ahands-on leadership approach by, for example, building various systems
for sales support and backup. His exhaustive experience in and knowledgeof day-to-day sales operations are indispensable in providing financial
services to customers. We therefore consider him a suitable Director of
the Company.

11

Candidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held, status at theCompany
April

6.

Number ofshares of theCompany held

1977 Joined the Industrial Bank of Japan, Limited (present
Mizuho Bank, Ltd.)
April
2005 Executive Officer, Mizuho Corporate Bank, Ltd.
(present Mizuho Bank, Ltd.)
April
2008 Managing Executive Officer, Mizuho Corporate Bank,
Ltd.
April
2010 Director, Mizuho Corporate Bank, Ltd.
June
2010 Full-time Corporate Auditor, DOWA HOLDINGS CO.,
LTD.
June
2011 Director, DOWA HOLDINGS CO., LTD.
2012 Deputy Chief Executive Officer, FUJITA KANKO INC.
Akira Segawa OctoberMarch2013 Representative Director and President, FUJITA(January 22,
KANKO INC.
1955)
2019 Chairman, FUJITA KANKO INC.
<Reappointed> March
June
2020 Outside Director, Mito Securities Co., Ltd. (to present)<OutsideMarch2021 Special Advisor, FUJITA KANKO INC.
Director>
December 2023 Director (Part-time), NRS CORPORATION (to present)<Independent
11,200 shares(Significant office concurrently held)
Officer>
Director (Part-time), NRS CORPORATION
Attendance at
the Board of
Directors
Meetings
18/18

Number of years since assuming office as an Outside Director of theCompany: four years (at the conclusion of this General Meeting of
Shareholders)(Reason for nominating him as a candidate for Outside Director, andexpected roles)
Mr. Akira Segawa has a high level of insight and capability on financeand accounting from his experience developed over years in the banking
industry. He possesses knowledge based on experience in corporate
management as Representative Director and President of FUJITAKANKO INC., and can be expected to provide advice and supervision on
the Company’s management. We therefore consider him a suitable
Outside Director of the Company. Mr. Segawa has no issue with any of
the standards for independence set forth by the exchange and theCompany, and fulfills the qualification requirements for an independent
officer to whom conflict of interest with general shareholders is unlikely
to occur.

12Candidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held, status at theCompany
April
June
April
June

7.

Number ofshares of theCompany held

1979 Joined Marusan Securities Co., Ltd.
2005 Executive Officer and General Manager, Equity
Division, Marusan Securities Co., Ltd.
2011 Managing Executive Officer and General Manager,
Equity Division, Marusan Securities Co., Ltd.
2013 Director, Managing Executive Officer, General
Manager, Equity Division, and Supervisor,
Investigations Department, Marusan Securities Co., Ltd.
2014 President & Representative Director, Marusan Securities
Co., Ltd.
2018 Chairman & Representative Director, Marusan
Securities Co., Ltd.
2020 Advisor, Marusan Securities Co., Ltd.
2022 Retired from Marusan Securities Co., Ltd.
2022 Outside Director, Mito Securities Co., Ltd. (to present)May
ToshihikoKoiwaiJune(September 4,
1956)
June
<Reappointed> March<Outside
June
Director><Independent Number of years since assuming office as an Outside Director of the
Officer>Company: two years (at the conclusion of this General Meeting of
Shareholders)
Attendance at (Reason for nominating him as a candidate for Outside Director, andthe Board of expected roles)
Mr. Toshihiko Koiwai was appointed President & Representative Director
Directorsof Marusan Securities Co., Ltd. after serving as sales manager at several
Meetings
branches and as Director and General Manager of Equity Division since
18/18
joining the company, and is closely familiar with the securities industry.
He possesses abundant experience as corporate manager, having led thecompany for more than six years including his term as Chairman &Representative Director, and thus can be expected to further enhance thedecision-making and supervisory functions of the Board of Directors. We
therefore consider him a suitable Outside Director of the Company. Mr.
Koiwai has no issue with any of the standards for independence set forth
by the exchange and the Company, and fulfills the qualification
requirements for an independent officer to whom conflict of interest withgeneral shareholders is unlikely to occur.

6,200 shares

Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Directors.
2. Mr. Akira Segawa and Mr. Toshihiko Koiwai are candidates for Outside Director.
3. The Company has registered Mr. Akira Segawa and Mr. Toshihiko Koiwai with the Tokyo Stock
Exchange, Inc. as independent outside directors to whom conflict of interest with general shareholders is
unlikely to occur. When Mr. Akira Segawa and Mr. Toshihiko Koiwai are reelected as Outside
Directors, the Company will continue their appointment as independent outside directors. The Company
believes that both Mr. Akira Segawa and Mr. Toshihiko Koiwai fulfill the independence standards forindependent outside directors established by the Company.,
4. Concerning the liability limitation agreement with Outside Director (excluding executive directors, etc.),
the Company intends to continue liability limitation agreements with Mr. Akira Segawa and Mr.
Toshihiko Koiwai to limit the liability for damages provided for in Article 423, Paragraph 1 of theCompanies Act in accordance with the provisions in Article 427, Paragraph 1 of the Companies Act andthe Articles of Incorporation. The maximum amount of liability under the agreement will be the amountstipulated by laws and regulations.
5. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages that may
arise when the insured Directors assume liability for the execution of their duties or receive claims
related to the pursuit of such liability. The Company bears all the insurance premium. If the candidates
assume the office of Director, they will be insured under the insurance agreement. The period of theinsurance agreement is one year from September 27, 2023. The Company plans to renew the agreementwith the same content at the next renewal.
13

Proposal No. 3: Election of Three Directors who are Audit and Supervisory Committee Members
The terms of office of all Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this General Meeting of Shareholders. Accordingly, election of three Directors who are Audit andSupervisory Committee Members is proposed. The Audit and Supervisory Committee has previously given its
approval.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

CandidateNo.

1

Hideki Iguchi

2

Miyoe Ohnishi

3

Akiko Urabe

Name

Status at theCompany

Number ofyears served asa Director

Reappointed

Director(Audit andSupervisory
Committee
Member)2 years

Reappointed

2 years―

Newly
appointed

OutsideIndependent

OutsideDirector(Audit andSupervisory
Committee
Member)OutsideIndependent―

Attendance at
the Board of
Directors
Meetings andthe Audit andSupervisory
Committee
Meetings
Board ofDirectors
Meetings
18 / 18
Audit andSupervisory
Committee
Meetings
14 / 14
Board ofDirectors
Meetings
18 / 18
Audit andSupervisory
Committee
Meetings
14 / 14―

Notes: The Company transitioned to a company with an Audit and Supervisory Committee at the 77th Ordinary
General Meeting of Shareholders held on June 24, 2022.
Mr. Hideki Iguchi has served as a Director for two years, following a four-year tenure as a Statutory
Auditor before the Company transitioned to a company with an Audit and Supervisory Committee.
Ms. Miyoe Ohnishi has served as a Director for two years, following a one-year tenure as a Statutory
Auditor before the Company transitioned to a company with an Audit and Supervisory Committee.

14Candidate
Name
No.
(Date of birth)

1.

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

Number ofshares of theCompany held

April
1985 Joined Taiheiyo Securities Co., Ltd. (present Mitsubishi
Hideki Iguchi
UFJ Morgan Stanley Securities Co., Ltd.)
March
2001
JoinedMito Securities Co., Ltd.
(April 17,
April2008 Executive Officer
1961)2015 Managing Executive Officer<Reappointed> April
June
2018 Statutory AuditorJune2022 Director (Audit and Supervisory Committee Member)
Attendance at(to present)
the Board of(Reason for nominating him as a candidate for Director)
Directors
Mr. Hideki Iguchi is familiar with compliance operations, including
Meetings
28,900 shares
auditing,
examination,risk
management,
andcreditcontrol,
and
has
made
18/18
a significant contribution to the development of our corporate governanceAttendance at structure and internal control system. He also possesses knowledge andthe Audit and experience in finance and management planning. He has taken advantage
Supervisory of his high level of expertise and insight and made the audit of theCommittee
management of the Company function effectively since assuming theMeetings
office of Statutory Auditor in 2018. We therefore consider that Mr. Iguchi
14/14
is suitable as Director who is an Audit and Supervisory Committee
Member.

15

Candidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held, status at theCompany
April

2.

Joined Japan Associated Finance Co., Ltd. (present
JAFCO Group Co., Ltd.)
March
1989 Registered as Certified Public Tax Accountant
1989 Certified Public Tax Accountant, Aida Tax Accounting
Miyoe Ohnishi April
Office (to present)(December 17,
June
2021
OutsideStatutory Auditor, Mito Securities Co., Ltd.
1959)
June
2022 Outside Director (Audit and Supervisory Committee<Reappointed>
Member) (to present)<Outside>(Significant office concurrently held)<Independent Certified Public Tax Accountant, Aida Tax Accounting Office
Officer>Number of years since assuming office as an Outside Director who is an
Attendance at Audit and Supervisory Committee Member of the Company: two years (atthe Board of the conclusion of this General Meeting of Shareholders)(Reason for nominating her as a candidate for Outside Director, andDirectors
expected roles)
Meetings
Ms. Miyoe Ohnishi has expertise and abundant experience on finance and18/18
accounting as a Certified Public Tax Accountant. After assuming the
Attendance at
office of Statutory Auditor of the Company, she has audited the Company
the Audit andfrom an objective and neutral perspective that is independent from theSupervisory
Company, and can be expected to continue to contribute in this way.
Committee
We therefore consider that she is suitable as Outside Director who is an
Meetings
Audit and Supervisory Committee Member. Ms. Ohnishi has no issue
14/14
with any of the standards for independence set forth by the exchange andNumber ofshares of theCompany held

1983

the Company, and fulfills the qualification requirements for an
independent officer to whom conflict of interest with general shareholders
is unlikely to occur.

16

0 sharesCandidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held, status at theCompany
October 1997
April
2000

3.

Passed the Bar Examination
Registered as Attorney-at-Law (First Tokyo Bar
Association)
Attorney, South Toranomon Law Offices (present
STLM Law Offices) (to present)June2016 Outside Audit & Supervisory Board Member, IJTT Co.,
Ltd.
June
2021 Outside Director who is an Audit and Supervisory
Committee Member, KODAMA CHEMICALINDUSTRY CO., LTD. (to present)
Akiko Urabe(Significant
officeconcurrently held)(November 29,
Partner
Attorney,
STLM
Law Offices
1972)
Outside Director who is an Audit and Supervisory Committee Member,<NewlyKODAMA CHEMICAL INDUSTRY CO., LTD.
appointed>(Reason for nominating her as a candidate for Outside Director, and<Outside>
expected roles)<Independent Ms. Akiko Urabe has abundant experience as a member of the bar andOfficer>advanced knowledge of law and compliance. As such, as Outside Director
who is an Audit and Supervisory Committee Member, she can contributeto auditing from objective and neutral perspectives, independent from theCompany, and ensuring rational management decisions and transparency,
as well as sound management. We therefore consider that she is suitable as
Outside Director who is an Audit and Supervisory Committee Member of
the Company. Ms. Urabe has no issue with any of the standards forindependence set forth by the exchange and the Company, and fulfills thequalification requirements for an independent officer to whom conflict ofinterest with general shareholders is unlikely to occur.

Number ofshares of theCompany held

17

100 shares

Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Directors who
are Audit and Supervisory Committee Members.
2. Ms. Miyoe Ohnishi and Ms. Akiko Urabe are candidates for Outside Directors.
3. Regarding Ms. Miyoe Ohnishi, the name on the family register is presented. The name under which she
is registered as Certified Public Tax Accountant is Miyoe Aida.
4. The Company has registered Ms. Miyoe Ohnishi with the Tokyo Stock Exchange, Inc. as anindependent outside director to whom conflict of interest with general shareholders is unlikely to occur.
When Ms. Miyoe Ohnishi is reelected as a Director who is an Audit and Supervisory Committee
Member, the Company will continue her appointment as an independent outside director. When Ms.
Akiko Urabe is elected, the Company will register her with the Tokyo Stock Exchange, Inc. as anindependent outside director. The Company believes that both Ms. Miyoe Ohnishi and Ms. Akiko Urabe
fulfill the independence standards for independent outside directors established by the Company.
5. Concerning the liability limitation agreement with Outside Director (excluding executive directors, etc.),
the Company intends to continue liability limitation agreements with Mr. Hideki Iguchi and Ms. Miyoe
Ohnishi to limit the liability for damages provided for in Article 423, Paragraph 1 of the Companies Act
in accordance with the provisions in Article 427, Paragraph 1 of the Companies Act and the Articles ofIncorporation. The maximum amount of liability under the agreement will the amount stipulated bylaws and regulations. When Ms. Akiko Urabe’s election is approved, the Company intends to enter into
said liability limitation agreement with her.
6. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages that may
arise when the insured Directors assume liability for the execution of their duties or receive claims
related to the pursuit of such liability. The Company bears all the insurance premium. If the candidates
assume the office of Director who is an Audit and Supervisory Board Member, they will be insured
under the insurance agreement. The period of the insurance agreement is one year from September 27,
2023. The Company plans to renew the agreement with the same content at the next renewal.

18

(Reference)
Knowledge and skills possessed by the Company’s Directors (skills matrix)
The Company has identified the following knowledge and experience necessary for its Directors. The
knowledge and experience possessed by the Company’s Directors if Proposal No. 2 and Proposal No. 3 areapproved and resolved are as follows:

Name

Position

Sex

Corporate
management

Financialservices

Katsunori Kobayashi

Representative
Director
President

Male

○

○

Toru Uozu

Representative
Director
Vice President

Male

○

Yasuyuki Suda

Managing Director

Male

○

Tetsuya Kezuka

Director

Male○

Shoji Sugahara

Director

Male○

Akira Segawa

Outside Director

Male

○

○

Toshihiko Koiwai

Outside Director

Male

○

○

Hideki Iguchi

Director
Audit and Supervisory
Committee Member

Male

○

○

Miyoe Ohnishi

Outside Director
Audit and Supervisory
Committee Member

Female○○Akiko Urabe

Outside Director
Audit and Supervisory
Committee Member

Female19

Finance/
Accounting

Legalaffairs/
Compliance
○

○

○

○

○

○

○

○

Proposal No. 4: Election of One Substitute Director who is an Audit and Supervisory Committee Member
The resolution of the election of Mr. Yutaka Ichikawa as one Substitute Director who is an Audit andSupervisory Committee Member at the 77th Ordinary General Meeting of Shareholders held on June 24, 2022,
is effective until the start of this General Meeting of Shareholders. In order to prepare for the case when thenumber of Directors who are Audit and Supervisory Committee Members stipulated by laws and regulations
might be insufficient, the election of the following one Substitute Director who is an Audit and Supervisory
Committee Member is proposed.
The resolution of this proposal shall be effective until the start of the General Meeting of Shareholders for thelast fiscal year ending within two years after the resolution. The election may be cancelled by the resolution of
the Board of Directors, provided such cancellation is made prior to the assumption of office and with theconsent of the Audit and Supervisory Committee.
The Audit and Supervisory Committee has previously given its approval.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Number of shares
Career summary, significant office(s) concurrently held, status at the Company of the Company
held

October
1999 Passed the Bar Examination
November 2001 Registered as Attorney-at-Law (Tokyo Bar Association)June
2003 Attorney, South Toranomon Law Offices (present STLM
Law Offices) (to present)June2015 Substitute Statutory Auditor, Mito Securities Co., Ltd.
June
2022 Substitute Director who is an Audit and Supervisory
Committee Member (to present)(Significant office concurrently held)
Yutaka Ichikawa
Partner Attorney, STLM Law Offices(September 8, 1970) (Reason for nominating him as a candidate for Substitute Outside Director,<Outside>and expected roles)<Independent
Mr. Yutaka Ichikawa has abundant knowledge and experience in legal circles
Officer>
as an Attorney-at-Law and advanced insight about laws and compliance.
Although he has never been involved in corporate management, he is atalented person who will be capable of fulfilling his roles as an Audit andSupervisory Committee Member. We therefore consider that he is suitable as
Substitute Outside Director who is an Audit and Supervisory Committee
Member. Mr. Ichikawa has no issue with any of the standards forindependence set forth by the exchange and the Company, and fulfills thequalification requirements for an independent officer to whom conflict ofinterest with general shareholders is unlikely to occur.

0 shares

Notes: 1. No conflict of interest exists between the Company and the above candidate.
2. Mr. Yutaka Ichikawa is a candidate for Substitute Director who is an Audit and Supervisory Committee
Member. Election of Mr. Yutaka Ichikawa is proposed as a candidate for Substitute Outside Director
who is an Audit and Supervisory Committee Member to Directors who are Audit and Supervisory
Committee Members, Ms. Miyoe Ohnishi and Ms. Akiko Urabe, when Proposal No. 3 is approved andresolved as originally proposed. In addition, Mr. Yutaka Ichikawa satisfies the requirements for an
independent officer as set forth by the Tokyo Stock Exchange, Inc. Mr. Yutaka Ichikawa satisfies thestandards for the independence of independent outside directors as set forth by the Company.
Furthermore, if Mr. Yutaka Ichikawa assumes office as an Outside Director who is an Audit andSupervisory Committee Member, the Company will register him with the Tokyo Stock Exchange, Inc.
as an independent officer to whom conflict of interest with general shareholders is unlikely to occur.
3. Concerning the liability limitation agreement with Outside Director (excluding executive directors, etc.),
if Mr. Yutaka Ichikawa assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into a liability limitation agreement with him to limit theliability provided for in Article 423, Paragraph 1 of the Companies Act in accordance with theprovisions in Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation. The
maximum amount of liability under the agreement will the amount stipulated by laws and regulations.
20

4. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages that may
arise when the insured Directors assume liability for the execution of their duties or receive claims
related to the pursuit of such liability. The Company bears all the insurance premium. If Mr. Yutaka
Ichikawa assumes the office of a Director who is an Audit and Supervisory Board Member, he will be
insured under the insurance agreement. The period of the insurance agreement is one year from
September 27, 2023. The Company plans to renew the agreement with the same content at the next
renewal.

21

(REFERENCE)
Financial Highlights(Year ended March 31)
2021

2022

2023

2024

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

15,366

13,683

11,196

14,554

Ordinary income (loss)(Millions of yen)

3,207

1,961

186

2,803

Net income (loss)(Millions of yen)

1,868

1,389

773

2,336

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

70,689,033

70,689,033

70,689,033

70,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

39,70939,071

39,02442,827

Total assets(Millions of yen)

71,91264,511

61,56474,033

Net assets per share(Yen)

617.58611.82603.83662.64

Cash dividend per share[interim cash dividend pershare]

(Yen)

16.00
【6.00】

14.00【8.00】

22.00【2.00】

24.00【10.00】Net income (loss) per share

(Yen)

29.05

21.73

12.01

36.15

Diluted net income (loss) per
share

(Yen)

－

－

－

－

Equity ratio

(%)

55.2

60.6

63.4

57.8

Return (loss) on equity

(%)

4.9

3.5

2.0

5.7

Payout ratio

(%)

55.1

64.4

183.2

66.4

Notes: 1. The financial highlights are not presented in the original Notice of the Ordinary General Meeting of Shareholders inJapanese.
2. Moreover, some of the figures in this document have been prepared based on financial statements, which are notincluded in the original Notice of the Ordinary General Meeting of Shareholders in Japanese.
3. Figures have been prepared in accordance with the accounting principles generally accepted in Japan, which are
different in certain respects from application and disclosure requirements of the International Financial ReportingStandards.

22