This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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 other forms ofdamages arising from the translation.
Securities Code: 8622
May 28, 2021
To Those Shareholders with Voting Rights
Katsunori Kobayashi
President and Representative Director
Mito Securities Co., Ltd.
3-10, Nihonbashi 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 76th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform that the 76th Ordinary General Meeting of Shareholders of Mito Securities Co., Ltd.
(the “Company”) will be held as described below.
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, and then please exercise your voting
rights by 5:00 p.m., Wednesday, June 23, 2021 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:Thursday, June 24, 2021 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 76th Fiscal Term(from April 1, 2020 to March 31, 2021)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Reestablishment of the Compensation Limit under the Stock Compensation Plan
for Directors
Proposal No. 3: Election of Three Directors
Proposal No. 4: Election of Three Statutory Auditors
Proposal No. 5: Election of One Substitute Statutory Auditor
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.
* Methods of Notification of Modification of Matters as Stated in Reference Documents for the General Meeting of Shareholders,Business Report and Financial Statements
When it is necessary to modify the matters which are to be stated in the Reference Documents for the General Meeting of
Shareholders, Business Report and Financial Statements, please understand that the matters after modification will be shown on
the website of the Company.

1◎From among the documents required to be provided with this Notice of Convocation, 6. Matters Concerning Establishment of
Systems, etc. to Ensure the Appropriateness of the Operations in the Business Report, the Statement of Changes in Net Assets, andthe Notes to Financial Statements are shown on the website of the Company in accordance with laws and regulations and theprovisions of Article 16 of the Articles of Incorporation of the Company. Therefore, they are not attached to this Notice ofConvocation.
Please note that the Financial Statements audited respectively by the Board of Statutory Auditors and Accounting Auditor during
the preparation of the Audit Reports include the Statement of Changes in Net Assets and the Notes to Financial Statements shownon the website of the Company, together with each document stated in the Attached Documents provided with this Notice ofConvocation.
The Company’s website: https://www.mito.co.jp/

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., Wednesday, June 23, 2021

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., Wednesday, June 23, 2021

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.
For details, please see page 5.
Deadline for voting

The votes must be received by 5:00 p.m., Wednesday, June 23, 2021

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. Please also bring this booklet with you as a reference material for 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.
Thursday, June 24, 2021 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., Wednesday, June 23, 2021

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., Wednesday, June 23, 2021

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., Wednesday, June 23, 2021

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.
[Proposals 1, 2 and 5]
If yes:If no:[Proposal 3 and 4]

Please circle the “Yes” column.
Please circle the “No” column.

If yes for all
candidates:
If no for all
candidates:
If no for somecandidatesPlease circle the “Yes” column.

5

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:
Shareholder returns of the Company are 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.
The Company marked the 100th anniversary of its foundation on April 1, 2021. We cordially appreciate thepatronage and support from our shareholders and other parties concerned. We decided to pay a commemorative
dividend at the year-end dividend payout for the fiscal term ended March 31, 2021 and the interim dividend
payout for the fiscal term ending March 31, 2022, which will be made during the fiscal term ending March 31,
2022, which marks the 100th anniversary, to express our gratitude to the shareholders. Accordingly, theCompany wishes to propose a year-end dividend of ¥10.0 (an ordinary dividend of ¥8.0 plus a commemorative
dividend of ¥2.0) per share for the term. The total annual dividend for the term will be ¥16.0 per sharecombined with the interim dividend of ¥6.0.
(1) Types of dividend properties
Cash(2) Matters related to distribution of dividend properties and the amount¥10 per common share of the Company(An ordinary dividend of ¥8 and a dividend commemorating the 100th anniversary of the foundation of
the Company of ¥2)
Aggregate dividend amount: ¥651,213,800(3) Effective date of the dividend from surplus
June 25, 2021

7

Proposal No. 2: Reestablishment of the Compensation Limit under the Stock Compensation Plan for
Directors
1. Reasons for the Proposal and Reasons Why It is Reasonable
Introduction of a performance-linked stock compensation plan for Directors (excluding Outside Directors;
hereinafter, the same shall apply in this proposal unless otherwise indicated) (hereinafter the “Plan”) wasapproved at the 71st Ordinary General Meeting of Shareholders of the Company held on June 24, 2016
(hereinafter, the resolution made at the above-mentioned General Meeting of Shareholders is called the“Original Resolution.”) As the Act Partially Amending the Companies Act (Act No. 70 of 2019) was enforcedon March 1, 2021, the Company asks you to approve the reestablishment of the compensation limit under the
performance-linked stock compensation for Directors to replace the current compensation limit under the Plan
for Directors.
This proposal is to take a procedural action following the amendments of the Act and does not increase theactual compensation limit from the limit determined by the Original Resolution. As with the Original
Resolution, its purpose is to further clarify the linkage between compensation for Directors and the stock value
and increase the Directors’ awareness of contributing to the medium- to long-term enhancement of
performance and increase in corporate value. It is also consistent with the policy regarding the decision on thecontents of compensation, etc. for individual Directors of the Company. (Please refer to the Business Report[page 33 of the Japanese version this Notice of Convocation].) The Company therefore considers that thecontents of this proposal are appropriate and reasonable.
This proposal is to ask you to approve the amount and other specifics of compensation, etc. in order toprovide compensation under the Plan to Directors of the Company separately from the amount ofcompensation for Directors approved at the 61st Ordinary General Meeting of Shareholders held on June 29,
2006 (up to ¥400 million per year; excluding employee salaries). The Company proposes that the details of thePlan be entrusted to the Board of Directors within the upper limit of 2. below.
The number of Directors covered by the Plan is currently six. If Proposal No. 3 is approved and resolved
as originally proposed, there will be no change in the number of Directors covered by the Plan.
The resolution of this proposal shall take effect on March 1, 2021 retrospectively.
2. Amount and Other Specifics of Compensation, etc. under the Plan
(1) Overview of the Plan
The Plan is a performance-linked stock compensation plan under which money contributed by theCompany is used as funds to acquire the Company’s shares through a trust (hereinafter, the trust establishedunder the Plan is called the “Trust.”) The Company’s shares and the money equivalent to the value of theCompany’s shares converted at fair market value (hereinafter “Shares, etc. of the Company”) are to beprovided to Directors through the Trust, in accordance with the stock benefit rules for Directors establishedby the Company. Directors shall, in principle, receive Shares, etc. of the Company at the time of theirrespective retirements.
(2) Individuals covered by the Plan
Directors of the Company (Outside Directors shall not be covered by the Plan.)(3) Period of the Trust
From August 2016 to the termination of the Trust. (With respect to the period of the Trust, the Trustshall continue as long as the Plan continues, with no specific date of termination. The Plan shall terminate if
the Company’s stock is delisted or the stock benefit rules for Directors are repealed.)(4) Amount of money to be contributed to the Trust
The Company has introduced the Plan targeting a period of three fiscal terms from the fiscal term ended
March 31, 2017 to the fiscal term ended March 31, 2019 (hereinafter, the period of such three fiscal terms
and each period of three-fiscal terms following the initial three-year fiscal term are called the “Covered
Period”) and each Covered Period thereafter. For the initial Covered Period, the Company has contributed8¥80 million of money as funds to acquire shares necessary to provide benefits to Directors of the Company
under the Plan and established the Trust whose beneficiaries are the Directors that meet the requirements forbeneficiaries. The Trust has acquired 333,800 shares of the Company for the initial Covered Period using themoney entrusted by the Company as the source of funds.
Even after the initial Covered Period elapses, the Company shall make an additional contribution offunds to the Trust with an upper limit of ¥80 million for each Covered Period until the time the Planterminates. With regard to the additional contribution, however, if there are residual shares of the Company(excluding the Company’s shares not yet been provided to Directors in amounts equivalent to the number ofpoints granted to Directors) and money (hereinafter “Residual Shares, etc.”) in the trust assets on the last dayof the Covered Period immediately preceding the Covered Period when the Company intends to make theadditional contribution, the total amount of Residual Shares, etc. (in the case of shares, the fair market valueof the shares on the last day of the Covered Period immediately preceding the Covered Period when the
Company intends to make the additional contribution) and money to be paid as additional contribution shallbe within the upper limit approved for this proposal.
(5) Method for acquisition of the Company’s shares and the number of shares to be acquired by the Trust
The Trust shall acquire the Company’s shares using the funds contributed as described in (4) above as
the source of funds on an exchange in the market or by purchasing treasury stock the Company has reissued.
The maximum number of shares of the Company to be acquired by the Trust for each Covered Period shallbe 560,000 shares.
(6) Maximum number of the Shares, etc. of the Company provided to Directors
Directors shall be granted points in each fiscal term, the number of which shall be calculated inconsideration of the degree of achievement of the numerical targets the Company sets as the Company’s
managerial targets.
The points granted to Directors shall be converted at the rate of one share of common stock for one point
when Shares, etc. of the Company are provided to Directors as described in (7) below. (However, if a stock
split, allotment of shares without contribution, or consolidation of shares is conducted with respect to theCompany’s shares after this proposal is approved, the maximum number of points, the number of points
granted, or the conversion rate shall be reasonably adjusted according to the ratio of such change.)
The number of the points of a Director, which will become the yardstick when Shares, etc. of theCompany are provided as described in (7) below shall be, in principle, the number of points obtained bymultiplying the number of points granted to the Director by the time of his/her retirement by a predeterminedcoefficient (up to 1) established for each reason for retirement (hereinafter, the points calculated by thismethod are called the “Number of Final Points”).
(7) Provision of Shares, etc. of the Company
If a Director retires and meets the requirements for beneficiaries as prescribed in the stock benefit rules
for Directors, the Director shall, after his/her retirement, receive benefits from the Trust in the form of theCompany shares corresponding to the Number of Final Points determined according to the method describedin (6) above in principle, by completing the prescribed procedures for determination of beneficiaries. If,
however, a Director meets the requirements under the stock benefit rules for Directors, the Director shallreceive money equivalent to the fair market value of the Company’s shares in lieu of the stock benefit, up toa certain portion. The Trust may sell the Company’s shares to provide such monetary benefit.
Even if a Director has been granted points, he/she may not obtain the right to receive the benefits if aresolution to dismiss him/her is made at a General Meeting of Shareholders, or if he/she retires as a result ofa breach of his/her obligations as a Director.
(8) Exercise of voting rights
Voting rights represented by the Company’s shares held in the Trust’s account shall not be exercisedunder any circumstances, without exception, in accordance with the instruction from the trust administrator.
9Adopting this approach is a means of ensuring neutrality for the management of the Company with respect tothe exercise of the voting rights represented by the Company’s shares held in the Trust account.
(9) Treatment of dividends
Dividends from the Company’s shares held in the Trust’s account shall be received by the Trust andshall be appropriated for the acquisition of the Company’s shares and the payment of trust fees, etc. for thetrustee of the Trust. In the event the Trust is terminated, dividends, etc. remaining in the Trust shall be paid
to each Director in office at that time, in accordance with the provisions of the stock benefit rules for
Directors, in an amount proportional to the number of points he/she has.
(10) Treatment upon termination of the Trust
The Trust shall terminate in the event of a delisting of the Company’s stock or a repeal of the stock
benefit rules for Directors, etc. From among the residual assets in the Trust upon termination of the Trust, theCompany shall acquire all of the Company shares (except for the shares to be distributed to Directors inaccordance with the provision in (7) above) without charge, and thereupon the Company shall plan to cancel
the shares by a resolution of the Board of Directors. From among the residual assets in the Trust upon
termination of the Trust, the money shall be paid to the Company, except for the money to be paid to the
Directors in accordance with (9) above.

10

Proposal No. 3: Election of Three Directors
At the conclusion of the meeting, the terms of office of three Directors, Toru Uozu, Susumu Abe andKatsuyuki Ishii, will expire. Accordingly, election of the following three Directors is proposed.
The candidates for Directors are as follows:
Candidate
No.

Attendance
Number ofat the Board
years servedof Directors
as a Director
Meetings

Name

Status at theCompany

8 years

19 / 19

1

Toru Uozu

Reappointed

Vice President andRepresentative
Director

2

Susumu Abe

Reappointed

Managing Director

4 years

18 / 193

Katsuyuki Ishii

Reappointed

Managing Director

4 years

19 / 1911

Candidate
Name
No.
(Date of birth)

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

1.

Number ofshares of theCompany held

1983 Joined The Industrial Bank of Japan, Limited (present
Mizuho Bank, Ltd.)
April
1999 Deputy Manager, Fifth Sales Division of The Industrial
Bank of Japan
April
2005 General Manager, Operational Promotion Unit,
Administrative Business Division of Mizuho Corporate
Bank, Ltd. (present Mizuho Bank, Ltd.)
April
2007 General Manager, Financial Innovation Office,Administrative Business Division and General Manager,
Operational Promotion Unit of Mizuho Corporate Bank,
Ltd.
April
2009 General Manager, Operations Planning Division ofMizuho Corporate Bank, Ltd.
July
2012 General Manager, Operations Service & Support
Toru Uozu
Division of Mizuho Corporate Bank, Ltd.
(October 1, April
2013 Executive Officer of Mizuho Corporate Bank, Ltd.
1959)
May
2013 Joined Mito Securities Co., Ltd., Full-time Advisor<Reappointed> June2013 Managing Director
April2015 Vice President and Director
28,700 shares2018 Vice President and Representative Director (to present)
Attendance at June
2020 Supervisor, Audit Division, Management Planning
the Board of June
Division, Financial Affairs Division, ComplianceDirectors
Division, Operation Guidance Division, andMeetings
Examination Division (to present)
19/19(Reason for nominating him as a candidate for Director)
Mr. Toru Uozu has executed his duties by taking advantage of hisabundant experience at a bank, financial knowledge, and insight. In
addition, Mr. Uozu is well versed in systems and legal affairs. Using awide range of networks he built while working at the bank, Mr. Uozu hasgathered current information from various angles, to perform appropriate
business operations. Furthermore, as a Representative Director andSupervisor of Internal Administration, Mr. Uozu is indispensable forbuilding governance systems of the Company. We believe that Mr. Uozu
will further enhance the effectiveness of the decision-making function
and supervisory function of the Board of Directors as before by taking
advantage of the knowledge and insight he has accumulated. We
therefore reappoint him as a candidate for Director.

12

Candidate
Name
No.
(Date of birth)

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

2.

Joined Mito Securities Co., Ltd.
General Manager, Investment Information Division
General Manager, Product Planning Division
Head of Wrap Business Preparation Office
Executive Officer
Director
Supervisor, Personnel Affairs Division, Human
Resources Development Division, Investment
Susumu Abe
Information Division, and Investment Advisory(February 18,
Division (to present)
1961)
June
2020 Managing Director (to present)<Reappointed>(Reason for nominating him as a candidate for Director)
Mr. Susumu Abe has extensive experience in key positions at the Head
Attendance at Office, including General Manager of the Investment Information
the Board of Division, General Manager of the Product Planning Division, andDirectors
Executive Officer in charge of the Management Planning Division, andMeetings
has been deeply involved in strengthening our research division, selecting
18/19
products for sale, and formulating management strategies. In addition,
Mr. Abe has been involved in the fund wrap since its startup andcontributed towards its growth into a strategic product for the Company.
Mr. Abe has also taken advantage of the internal and external networks hehas built so far and been making a great contribution to the Company. Mr.
Abe has the ability to share his knowledge and insight with other
Directors and make decisions in promoting the strategies of the Company
in the future. We therefore reappoint him as a candidate for Director.

Number ofshares of theCompany held

1984
2000
2007
2008
2008
2017
2020

13

37,300 shares

Candidate
Name
No.
(Date of birth)

Career summary, significant office(s) concurrently held, status andassignment at the Company
April
1984
February 2005
October 2007
March
2010
April
2010
June
2017
June
2020

3.

Joined Mito Securities Co., Ltd.
General Manager, Chiba Branch
General Manager, Soka Branch
General Manager, Mito Branch
Executive Officer
Director
Supervisor, Risk Management Division, ProductKatsuyuki Ishii
Planning Division, Product Division, Corporate Sales
Division, and Regional Corporation Division (to(January 23,
present)
1962)
June
2020
Managing
Director (to present)<Reappointed>(Reason for nominating him as a candidate for Director)
Mr. Katsuyuki Ishii has long experience in sales at branches and has
Attendance at contributed to strengthening retail sales of the Company as a General
the Board of Manager of three branches, including an Executive Officer and General
Directors
Manager of the Mito Branch. Thereafter Mr. Ishii has played important
Meetings
roles in promoting sales as a General Manager of the Sales Block and an
19/19
Executive Officer in charge of the Sales Planning and Policy Division. In
addition to a wide range of sales experience and insight cultivated atbranches and the Head Office, Mr. Ishii has abundant internal andexternal networks and information dissemination capabilities. Mr. Ishii isan indispensable person in strengthening and promoting management
strategies centered on face-to-face retail sales in changes in thecompetitive environment in the future. We therefore reappoint him as a
candidate for Director.

Number ofshares of theCompany held

34,200 shares

Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Directors.
2. 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,
litigation expenses, etc. incurred by the insureds in the event that a claim for damages is made due to an
act performed by the insureds in their capacity as directors or officers of the Company. The candidates
will be included as the insureds under this insurance agreement. The Company bears all the insurance
premium. The period of the insurance agreement is one year form September 27, 2020. The Company
plans to renew the agreement with the same content at the next renewal.

14

Proposal No. 4: Election of Three Statutory Auditors
At the conclusion of the meeting, the terms of office of two Statutory Auditors, Ryoichi Ohno and Masao
Obayashi will expire, and Statutory Auditor Tetsushi Okimura will retire from the office. Accordingly, electionof the following three Statutory Auditors is proposed. The Board of Statutory Auditors has previously given its
approval.
The candidates for Statutory Auditors are as follows:

Candidate
No.

1

Name

Takeshi Ohtsuki

2

Ryoichi Ohno

3

Miyoe Ohnishi

Newly
appointed

Reappointed

Newly
appointed

Status at theCompany

Number ofyears served asa Statutory
Auditor

Attendance at
the Board of
Directors
Meetings andthe Board of
Statutory
Auditors
Meetings

Managing
Executive
Officer--

19 years

Board ofDirectors
Meetings
19 / 19
Board of
Statutory
Auditors
Meetings
13 / 13--

OutsideIndependent

OutsideStatutory
AuditorOutsideIndependent-

15

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

Number ofshares of theCompany held

April
1985 Joined Mito Securities Co., Ltd.
January 2010 General Manager, Financial Affairs Division
April
2014 General Manager, Management Planning Division
October 2015 Executive Officer
April2020 Managing Executive Officer (to present)
April
2021 In charge of Financial Affairs Division (to present)(Reason for nominating him as a candidate for Statutory Auditor)
Since joining the Company, Mr. Takeshi Ohtsuki has accumulated a large
Takeshiamount of experience and achievements primarily in the Financial Affairs
Ohtsuki(June 15, 1961) Division and the Management Planning Division, and has a wide range ofknowledge on finance. In addition, as an Executive Officer in charge of<Newlythe Management Planning Division, Mr. Ohtsuki has provided opinions
appointed>
to other officers effectively and proactively, and has also played a central
role in formulating management plans and responding to revisions to the
Corporate Governance Code. As he has a high level of expertise in andinsight into finance and overall management as described above, we
believe that Mr. Ohtsuki is capable of making the audit of the
management of the Company function effectively. We therefore appoint
him as a candidate for Statutory Auditor.

14,600 shares

Candidate
Name
No.
(Date of birth)1.

16

Candidate
Name
No.
(Date of birth)

2.

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

Number ofshares of theCompany held

Ryoichi Ohno October 1976 Passed the Bar Examination
April
1979 Registered as Attorney-at-Law (First Tokyo Bar(April 24,
Association)
1949)
Attorney, South Toranomon Law Offices (to present)<Reappointed> June
2002 Outside Statutory Auditor of Mito Securities Co., Ltd.
<Outside(to present)
Statutory(Significant office concurrently held)
Auditor>Partner Attorney, South Toranomon Law Offices
Attendance at (Reason for nominating him as a candidate for Outside Statutory Auditor)
the Board of Mr. Ryoichi Ohno has expertise and abundant experience as an
13,550 shares
Attorney-at-Law. We believe that Mr. Ohno will audit the Company as a
Directors
Statutory Auditor from an objective and neutral perspective that is
Meetings
independent from the Company, and will contribute to reasonable
19/19
management decision-making and the assurance of managerial
Attendance attransparency and soundness. We therefore reappoint him as a candidate to
the Board ofcontinue serving as Statutory Auditor. Mr. Ohno has no issue with any of
Statutory
the standards for independence set forth by the exchange and the
AuditorsCompany, and fulfills the qualification requirements for an independent
Meetings
officer to whom conflict of interest with general shareholders is unlikely to
13/13
occur.

17

Candidate
Name
No.
(Date of birth)

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

3.

Joined Japan Associated Finance Co., Ltd. (present
JAFCO Group Co., Ltd.)
October 1986 Resigned from Japan Associated Finance Co., Ltd.
December 1988 Passed the Certified Public Tax Accountant
Examination
March
1989 Registered as Certified Public Tax Accountant
1989 Established Aida Tax Accounting Office; Director (toMiyoe Ohnishi April
present)(December 17,(Significant
officeconcurrently held)
1959)
Certified Public Tax Accountant, Aida Tax Accounting Office<Newly(Reason for nominating her as a candidate for Outside Statutory Auditor)
appointed>
Ms. Miyoe Ohnishi has expertise and abundant experience as a Certified<Outside
Public Tax Accountant. We believe that Ms. Ohnishi will audit the
Statutory
Company as a Statutory Auditor from an objective and neutral perspective
Auditor>that is independent from the Company. Although she has never been
involved in corporate management, we appoint Ms. Ohnishi as a
candidate for Statutory Auditor for the reasons presented above. Ms.
Ohnishi 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.

Number ofshares of theCompany held

1983

0 shares

Notes: 1. No conflict of interest exists between the Company and any of the above candidates for Statutory
Auditors.
2. Mr. Ryoichi Ohno and Ms. Miyoe Ohnishi are candidates for Outside Statutory Auditors.
3. Mr. Ryoichi Ohno will have served as Outside Statutory Auditor of the Company for 19 years at theconclusion of this General Meeting of Shareholders.
4. 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.
5. The Company has registered Mr. Ryoichi Ohno with the Tokyo Stock Exchange, Inc. as an independent
officer to whom conflict of interest with general shareholders is unlikely to occur. When Mr. Ryoichi
Ohno is reelected as Outside Statutory Auditor, the Company will continue his appointment as anindependent officer. In addition, when Ms. Miyoe Ohnishi is elected as Outside Statutory Auditor, theCompany will register her with the Tokyo Stock Exchange, Inc. as an independent officer to whom
conflict of interest with general shareholders is unlikely to occur. The Company has judged that Mr.
Ryoichi Ohno and Ms. Miyoe Ohnishi satisfy the Standards for the Independence of Outside Officers as
set forth by the Company.
6. Liability limitation agreement with Outside Statutory Auditor
The Company has entered into a liability limitation agreement with Mr. Ryoichi Ohno 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 be five million (5,000,000) yen or the minimum
amount of liability stipulated by laws and regulations, whichever is higher. When Mr. Ryoichi Ohno isreelected as Outside Statutory Auditor, the Company will continue the liability limitation agreementwith him. Additionally, when Ms. Miyoe Ohnishi is elected as Outside Statutory Auditor, the Company
will enter into a liability limitation agreement with her to limit the liability provided for in Article 423,
Paragraph 1 of the Companies Act in accordance with the provisions in Article 427, Paragraph 1 of theCompanies Act and the Articles of Incorporation. The maximum amount of liability under theagreement will be five million (5,000,000) yen or the minimum amount of liability stipulated by laws
and regulations, whichever is higher.
7. 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,
litigation expenses, etc. incurred by the insureds in the event that a claim for damages is made due to an
act performed by the insureds in their capacity as directors or officers of the Company. From among thecandidates for Statutory Auditors, Mr. Ryoichi Ohno will be included as the insureds under this18

insurance agreement. Mr. Takeshi Ohtsuki and Ms. Miyoe Ohnishi will also be included as the insureds
under this insurance agreement when they are elected as Statutory Auditors. The Company bears all the
insurance premium. The period of the insurance agreement is one year form September 27, 2020. The
Company plans to renew the agreement with the same content at the next renewal.

19Proposal No. 5: Election of One Substitute Statutory Auditor
In order to prepare for the case when the number of Statutory Auditors stipulated by laws and regulations
might be insufficient, election of the following one Substitute Statutory Auditor is proposed. The Board of
Statutory Auditors has previously given its approval.
The candidate for Substitute Statutory Auditor is as follows:
Name(Date of birth)

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

October
1999 Passed the Bar Examination
November 2001 Registered as Attorney-at-Law (Tokyo Bar Association)June
2003 Joined South Toranomon Law Offices (to present)June2015 Substitute Statutory Auditor, Mito Securities Co., Ltd. (topresent)(Significant office concurrently held)
Partner Attorney, South Toranomon Law Offices(Reason for nominating him as a candidate for Substitute Outside Statutory
Yutaka Ichikawa
Auditor)(September 8, 1970) Mr. Yutaka Ichikawa has abundant knowledge and experience in legal circles<Substitute Statutory as an Attorney-at-Law and advanced insight about laws and compliance. We
Auditor>believe that Mr. Ichikawa is a talented person who will be capable of fulfilling
his roles as a Statutory Auditor. We therefore nominate him as a candidate for
Substitute Statutory Auditor. Mr. Ichikawa has no issue with any of thestandards for independence set forth by the exchange and the Company, andfulfills the qualification requirements for an independent officer to whom
conflict of interest with general shareholders is unlikely to occur. Although he
has never been involved in corporate management, it is judged that he will
perform his duties as an Outside Statutory Auditor appropriately, for thereasons mentioned above.

Number of sharesof the Company
held

0 shares

Notes: 1. No conflict of interest exists between the Company and the above candidate for Substitute Statutory
Auditor.
2. Mr. Yutaka Ichikawa is a candidate for Substitute Outside Statutory Auditor. Election of Mr. Yutaka
Ichikawa is proposed as a candidate for Substitute Outside Statutory Auditor to Statutory Auditors, Mr.
Ryoichi Ohno and Ms. Miyoe Ohnishi, when Proposal No. 4 is approved and resolved as originallyproposed. In addition, Mr. Yutaka Ichikawa satisfies the requirements for an independent officer as set
forth by the Tokyo Stock Exchange, Inc. We have judged that Mr. Yutaka Ichikawa satisfies theStandards for the Independence of Outside Officers as set forth by the Company. Furthermore, if Mr.
Yutaka Ichikawa assumes office as an Outside Statutory Auditor, the Company will register him with
the Tokyo Stock Exchange, Inc. as an independent officer to whom conflict of interest with generalshareholders is unlikely to occur.
3. Liability limitation agreement with Outside Statutory Auditor
If Mr. Yutaka Ichikawa assumes office as an Outside Statutory Auditor, the Company will enter into aliability limitation agreement with him to limit the liability 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 provisions of the Articles of Incorporation. The maximum amount of liability under theagreement will be five million (5,000,000) yen or the minimum amount of liability stipulated by laws
and regulations, whichever is higher.
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,
litigation expenses, etc. incurred by the insureds in the event that a claim for damages is made due to an
act performed by the insureds in their capacity as directors or officers of the Company. Mr. Yutaka
Ichikawa will be included as the insureds under this insurance agreement if he assumes office as an
Outside Statutory Auditor. The Company bears all the insurance premium. The period of the insurance
agreement is one year form September 27, 2020. The Company plans to renew the agreement with thesame content at the next renewal.
20

(REFERENCE)
Financial Highlights(Year ended March 31)
2017

2018

2019

2020

2021

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

13,38916,152

11,533

11,946

15,366

Ordinary income (loss)(Millions of yen)

1,437

3,347

(142)

441

3,207

Net income (loss)(Millions of yen)

962

2,584

184

791

1,868

Capital stock(Millions of yen)

12,272

12,272

12,272

12,272

12,27275,689,033

70,689,033

70,689,033

70,689,033

70,689,033

Total number of shares issued(Shares)

Total net assets(Millions of yen)

38,02640,39438,07036,53539,709Total assets(Millions of yen)

62,75967,852

63,34560,94071,912

Net assets per share(Yen)

538.71580.47548.13568.34617.58Cash dividend per share[interim cash dividend per share]

(Yen)

7.00
[2.00]

20.00[5.00]

4.00[2.00]

8.00[4.00]

16.00[6.00]Net income (loss) per share

(Yen)

13.57

36.93

2.66

11.86

29.05

Diluted net income (loss) per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

60.6

59.5

60.1

60.0

55.2

Return (loss) on equity

(%)

2.5

6.6

0.5

2.1

4.9

Payout ratio

(%)

51.6

54.2

150.4

67.4

55.1

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 not includedin 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 Reporting Standards.

21