These documents have been translated from a part of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translations.
(Securities Code 1417)
June 8, 2020

To Our Shareholders:
5-6-36 Toyosu, Koto-ku, Tokyo, JapanMIRAIT Holdings Corporation
President and Chief
Executive Officer

SUZUKI Masatoshi

NOTICE OF THE 10TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 10th Ordinary General Meeting of Shareholders of MIRAIT Holdings
Corporation (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Right Exercise Form, or via the Internet website (https://evote.tr.mufg.jp/) after reviewing the Reference
Documents for the General Meeting of Shareholders described hereinafter. Please cast your vote by 5:30 p.m. on
Tuesday, June 23, 2020 Japan time.

10 a.m., Wednesday, June 24, 2020 (Japan time)
5-6-36 Toyosu, Koto-ku, Tokyo, Japan
Seventh floor conference room,
MIRAIT Holdings Corporation

1.
2.

Time and Date:
Place:

3.

Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 10th Fiscal Term (April 1, 2019
- March 31, 2020) and results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the Company’s 10th Fiscal Term (April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten Directors
Proposal No. 3: Election of Two Corporate Auditors

4.

Matters Determined on the Convocation of the Meeting:(1)You may exercise your voting rights by proxy only in cases where the proxy is another shareholder of theCompany. The proxy will be required to present written proof of their right of proxy.
(2)If you exercise your voting rights both in writing and via the Internet, the votes made via the Internet shallprevail.
(3)If you exercise your voting rights multiple times via the Internet, the vote submitted last shall prevail.

－1－

5.

Items Presented Online (Japanese Only):
The following items are posted on the Company’s website at (https://www.mirait.co.jp/ [Japanese only]) in
accordance with laws and regulations and the provisions of the Company’s Articles of Incorporation. Therefore,
these items are not included in the documents accompanying this convocation notice.
(1) “Business Report, Consolidated Financial Statements” and “Notes to the Consolidated Financial Statements”(2) “Non-Consolidated Financial Statements” and “Notes to the Non-Consolidated Financial Statements”
Therefore, the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements
audited by the Audit & Supervisory Board Member and Accounting Auditor comprise the aforementioned items
posted on the Company’s website in addition to the referential materials included in the documents
accompanying the NOTICE OF THE 10TH ORDINARY GENERAL MEETING OF SHAREHOLDERS.

End〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
(Information)- Subsequent amendments to the Reference Documents for the General Meeting of Shareholders (if any) will be listed on
the Company’s website (https://www.mirait.co.jp/).

－2－

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No.
1:

Appropriation of Surplus

The Company makes it a basic policy to pay dividends consistently commensurate to its latest
business performance and the trend of dividend payout ratio. Additionally, its internal reserve is used
for reinforcing its financial position and for investing in business development to enhance its corporate
value.
Based on such a policy, the appropriation of surplus shall be as follows.
Accordingly, the annual dividend including the interim dividend of ¥20 per share is ¥40 per share.
Term-End Dividends❶ Type of dividend property

Cash❷ Appropriation of dividend
property to shareholders and total
amount thereof

20 yen per share of common stock of theCompany
Total amount: 2,156,914,780 yen❸ Effective date of distribution of surplus

June 25, 2020－3－

Proposal No.
2:

Election of Ten Directors

The terms of office of all eleven Directors will end upon the completion of the General Meeting.
Therefore, the Company proposes to elect ten Directors.
The candidates for Director are as follows.

CandidateNo.

1

SUZUKI Masatoshi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
June 2004
June 2007
Reelection

June 2008
Date of birth

October 30, 1951
Number of the Company’s shares
owned

40,767shares
Attendance at meetings of theBoard of Directors

17/17 (100%)

July 2008
June 2012

October 2012

General Manager of Miyagi Branch, Nippon Telegraph and Telephone
East Corporation
Managing Director of Public Relations Department, NTT DOCOMO,
INC.
Executive Vice President and Managing Director of Human Resources
Management Department, NTT DOCOMO, INC.
Senior Executive Vice President and General Manager of Global
Business Division, NTT DOCOMO, INC.
Senior Executive Vice President for Global and Corporate Business,
NTT DOCOMO, INC.
Senior Executive Vice President, MIRAIT Holdings Corporation Senior
Executive Vice President, Daimei Telecom Engineering Corporation(currently MIRAIT Corporation)

June 2018

President and Chief Executive Officer, MIRAIT Holdings Corporation(to present)
President and Chief Executive Officer, MIRAIT Corporation
Chairman and Chief Executive Officer, MIRAIT Corporation

June 2019

Chairman, MIRAIT Corporation (to present)

Reason for Nomination as a Candidate
SUZUKI Masatoshi has provided direction aimed at increasing corporate value andimplemented management reforms by utilizing his strong leadership in a position ofoverseeing the management of the Group as a whole as President of MIRAIT Holdings
Corporation based on his abundant management experience in the telecommunicationsindustry. He will be stepping down as President, but has been nominated as a candidate
for re-election as Director in order to utilize his many years of management experience
for the sustained enhancement of corporate value of the Group.
Notes concerning the candidate- No special interests exist between the candidate and the Company.

－4－Candidate
No.

2

NAKAYAMA Toshiki

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2011
June 2012
July 2013
Reelection

June 2014
Date of birthJanuary 29, 1958

June 2015
June 2016

Number of the Company’s shares
owned

9,446shares
Attendance at meetings of theBoard of Directors

16/17 (94%)

June 2018

Senior Vice President, Strategic Business Development Division,
Nippon Telegraph and Telephone Corporation
Senior Vice President, General Manager of Frontier Services
Department, NTT DOCOMO, INC.
Senior Vice President, General Manager of Smart-life Solutions
Department, NTT DOCOMO, INC.
Executive Vice President, Executive General Manager of Smart-life
Business Division, General Manager of Smart-life Solutions
Department, NTT DOCOMO, INC.
Executive Vice President, Executive General Manager of Smart-life
Business Division, NTT DOCOMO, INC.
Senior Executive Vice President, NTT DOCOMO, INC.
Senior Executive Vice President, MIRAIT Holdings Corporation (topresent)
President and Chief Executive Officer, MIRAIT Corporation (to present)

Status of Key Positions Held Concurrently

President and Chief Executive Officer, MIRAIT Corporation
Reason for Nomination as a Candidate
NAKAYAMA Toshiki has provided direction aimed at increasing corporate value,
implemented management reforms and developed new business by utilizing his strong
leadership in a position of overseeing the management of the Group as a whole as
Senior Executive Vice President of MIRAIT Holdings Corporation and President andChief Executive Officer of MIRAIT Corporation based on his abundant management
experience in the telecommunications industry. The Company proposes his
appointment as SUZUKI Masatoshi’s successor as President and Chief Executive
Officer, and he has been nominated as a candidate for re-election as Director because
the Company has determined he is a suitable person for the sustained enhancement ofcorporate value of the Group.

Notes concerning the candidate- No special interests exist between the candidate and the Company.

－5－

Candidate
No.

3

YAMAMOTO Yasuhiro

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
August 2008
June 2011
Reelection

June 2012
Date of birthJanuary 9, 1959
Number of the Company’s sharesowned

7,191shares
Attendance at meetings of theBoard of Directors

17/17 (100%)

July 2013
June 2016

General Manager of 5th Division, Nippon Telegraph and Telephone
Corporation
General Manager of Hokkaido Branch, Nippon Telegraph andTelephone East Corporation
General Manager of Private Sector Sales Division, Corporate Business
Promotion Headquarters, Nippon Telegraph and Telephone East
Corporation
Director, Assistant General Manager of Corporate Business Promotion
Headquarters and General Manager of Private Sector Sales Division,
Nippon Telegraph and Telephone East Corporation
Director, Assistant General Manager of Corporate Sales Promotion
Headquarters and General Manager of Private Sector Sales Division,
Nippon Telegraph and Telephone East Corporation
Director, Senior Vice President, General Manager of Corporate Affairs
Department, General Manager of M's Brain Center General Affairs
Division, MIRAIT Holdings Corporation (to present)

Reason for Nomination as a Candidate
YAMAMOTO Yasuhiro contributes to the enhancement of the management base bypromoting general affairs and personnel affairs from the position of overseeing generalaffairs and personnel affairs of the Group as a whole as the officer responsible forgeneral affairs and personnel affairs. He has been nominated as a candidate for reelection as Director because the Company has determined he is a suitable person forthe sustained enhancement of corporate value of the Group due to his character,knowledge and excellent management skills.

Notes concerning the candidate- No special interests exist between the candidate and the Company.
- YAMAMOTO Yasuhiro will be appointed as Director of MIRAIT Corporation as of the conclusion of the Ordinary General Meeting of
Shareholders of MIRAIT Corporation to be held on June 18, 2020.

－6－

Candidate
No.

4

TOHTAKE Yasushi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2009
July 2012
June 2014
Reelection
Date of birthJune 2017

June 29, 1961

June 2018

Number of the Company’s shares
ownedJune 2019

2,851shares
Attendance at meetings of theBoard of Directors

13/13 (100%)

April 2020

General Manager of Kagoshima Branch, Nippon Telegraph andTelephone West Corporation
President, NTT Home Techno Corporation(currently NTT FIELDTECHNO CORPORATION)
Senior Vice President, Nippon Telegraph and Telephone West
Corporation
General Manager of the Service Management Department, Plant
Headquarters
Senior Vice President and General Manager of the Network Department,
Plant Headquarters, Nippon Telegraph and Telephone West Corporation
Executive Vice President and General Manager of the Network
Department, Plant Headquarters, Nippon Telegraph and Telephone West
Corporation
Executive Vice President, General Manager of Emerging Business
Office, MIRAIT Holdings Corporation (to present)
Director, MIRAIT Corporation (to present)
Director, MIRAIT Technologies Corporation
Director, MIRAIT Technologies Corporation
General Manager of New Access Business Promotion Unit (to present)

Reason for Nomination as a Candidate
TOHTAKE Yasushi contributes to the expansion of business and strengthening ofsystems of the Group as a whole as Director of the Company, MIRAIT Corporationand MIRAIT Technologies Corporation based on his abundant management
experience in the telecommunications industry and extensive knowledge andexperience in areas related to telecommunications facilities. He has been nominated asa candidate for re-election as Director because the Company has determined he is asuitable person for the sustained enhancement of corporate value of the Group due tohis character, knowledge and excellent management skills. He will concurrently serve
as President of MIRAIT Technologies Corporation to promote unified business
operation as a Group.
Notes concerning the candidate- No special interests exist between the candidate and the Company.
- TOHTAKE Yasushi will step down as Director of MIRAIT Corporation as of the conclusion of the Ordinary General Meeting of Shareholders of
MIRAIT Corporation to be held on June 18, 2020.

－7－

Candidate
No.

5

TSUKAMOTO Masakazu

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2008
July 2010
June 2013
June 2017

Reelection
Date of birthJanuary 6, 1960
Number of the Company’s sharesowned

2,801shares
Attendance at meetings of theBoard of Directors

13/13 (100%)

June 2019

General Manager, Accounting & Finance Department, NTT Urban
Development Corporation
General Manager, Auditor’s Office, Nippon Telegraph and Telephone
Corporation
Senior Vice President and General Manager, Kansai Branch Office,NTT FINANCE CORPORATION
Senior Vice President and Senior Executive Manager, Sales andMarketing Department, Leasing Business Headquarters, NTT
FINANCE CORPORATION
Executive Vice President, General Manager of Finance and Accounting
Department, General Manager of M's Brain Center and General
Manager of Finance and Accounting Division, MIRAIT Holdings
Corporation (to present)

Reason for Nomination as a Candidate
TSUKAMOTO Masakazu contributes to the enhancement of the management base byhandling improvement and strengthening of the Group’s financial standing, along withcash management from the position of overseeing financial strategy of the Group as awhole as the officer responsible for finance. He has been nominated as a candidate forre-election as Director because the Company has determined he is a suitable person forthe sustained enhancement of corporate value of the Group due to his character,knowledge and excellent management skills.

Notes concerning the candidate- No special interests exist between the candidate and the Company.

－8－

Candidate
No.

6

AOYAMA Koji

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2000

General Manager of Human
Communications Corporation

July 2000

General Manager of 1st Division, Nippon Telegraph and Telephone
Corporation
General Manager of Ubiquitous Service Department, NTT DOCOMO,
INC.
Senior Vice President and General Manager of Corporate Sales andMarketing Department II, NTT DOCOMO, INC.
Senior Vice President and General Manager of Tohoku Branch, NTT
DOCOMO, INC.
Managing Executive Officer and Assistant General Manager of Solution
Business Headquarters, MIRAIT Corporation
Director, Managing Executive Officer, General Manager of Solution
Business Headquarters and General Manager of Tohoku Reconstruction
Management Department, MIRAIT Corporation (to present)

June 2007
New
election

June 2011
Date of birthJune 2013

January 10, 1959

June 2016

Number of the Company’s shares
ownedJune 2017

4,886shares
Attendance at meetings of theBoard of Directors―

Resources

Department,

NTT

Reason for Nomination as a Candidate
AOYAMA Koji has been engaged in the expansion of business in the solutions area as
Director of MIRAIT Corporation, in addition to engaging in reforms of the solution
business of the Group as a whole as head of the Solution Business Project. He has been
nominated as a candidate for election as Director because the Company has determined
he is a suitable person for the sustained enhancement of corporate value of the Group
due to his character, knowledge and excellent management skills.

Notes concerning the candidate- No special interests exist between the candidate and the Company.

－9－

Candidate
No.

7

HIRABARA Toshiyuki

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2007

July 2010
March 2011

Reelection
Date of birthAugust 9, 1957
Number of the Company’s shares
owned

7,201shares
Attendance at meetings of theBoard of Directors

13/13 (100%)

General Manager of Hokuriku Regional Headquarters and General
Manager of Kanazawa Branch, Nippon Telegraph and Telephone West
Corporation
President, NTT WEST - Hokuriku Corporation
Assistant General Manager of NTT Business Headquarters, SOLCOM
CO., Ltd.
Managing Director, General Manager of NTT Business Headquarters
and General Manager of NTT Sales Department, SOLCOM Co., Ltd.

March 2014

President, SOLCOM CO., Ltd. (to present)

June 2019

Director of MIRAIT Holdings Corporation (to present)

Reason for Nomination as a Candidate
HIRABARA Toshiyuki has many years of experience in management as President of
SOLCOM CO., Ltd. and has contributed to expansion of business and strengthening of
the structure of the Group as a whole. He has been nominated as a candidate for reelection as Director because the Company has determined he is a suitable person forthe promoting the unified business operations of the Group due to his character,knowledge and excellent management skills.

Notes concerning the candidate- No special interests exist between the candidate and the Company.

－10－

Candidate
No.

8

IGARASHI Katsuhiko

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
June 2009
June 2012
New
election

July 2014
Date of birth

October 2014

May 1, 1959
Number of the Company’s shares
owned

6,517shares
Attendance at meetings of theBoard of Directors―

June 2015
June 2017

General Manager of Corporate Sales, Kanagawa Branch, Nippon
Telegraph and Telephone East Corporation
General Manager of Gunma Branch, Nippon Telegraph and Telephone
East Corporation
General Manager of Miyagi Branch and Executive Manager of Tohoku
Future Network Design and Reconstruction Office, Nippon Telegraphand Telephone East Corporation
Executive Officer and General Manager of NTT Business Headquarters,
MIRAIT Corporation
Executive Officer, General Manager of NTT Business Headquarters andGeneral Manager of Tohoku Reconstruction Management Department,
MIRAIT Corporation
Director, M's Frontier Corporation (to present)
Director, Managing Executive Officer, General Manager of NTT
Business Headquarters and Assistant General Manager of Tohoku
Reconstruction Management Department, MIRAIT Corporation (topresent)

Reason for Nomination as a Candidate
IGARASHI Katsuhiko has contributed to the promotion of the NTT business that is thecore business of MIRAIT Corporation as director of that company, in addition to
engaging in reforms of the NTT business of the Group as a whole as head of the NTT
Business Project. He has been nominated as a candidate for election as Director
because the Company has determined he is a suitable person for the sustained
enhancement of corporate value of the Group due to his character, knowledge andexcellent management skills. He will concurrently serve as President of TTK Co., Ltd.
to promote unified business operation as a Group.

Notes concerning the candidate- No special interests exist between the candidate and the Company.
- IGARASHI Katsuhiko will step down as Director of M's Frontier Corporation as of the conclusion of the Ordinary General Meeting of Shareholdersof M's Frontier Corporation to be held on June 16, 2020.
- He will step down as Director of MIRAIT Corporation as of the conclusion of the Ordinary General Meeting of Shareholders of MIRAIT
Corporation to be held on June 18, 2020.
- He will be appointed as Director of TTK Co., Ltd. as of the conclusion of the Ordinary General Meeting of Shareholders of TTK Co., Ltd. to be heldon June 19, 2020.

－11－

Candidate
No.

9BABA Chiharu

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2005
June 2007
June 2012
June 2015
Reelection

OutsideIndepend
ent

Date of birth

November 15, 1950
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors

17/17 (100%)

June 2017
June 2018

Deputy President (Representative Director), Mizuho Trust & Banking
Co., Ltd.
Corporate Auditor (Full-time), Japan Energy Corporation (currently
JXTG Nippon Oil & Energy Corporation)
Corporate Auditor (Full-time), JX Nippon Mining & Metals Corporation
Outside Director, Saitama Resona Bank, Limited
Outside Corporate Auditor, Tohoku Electric Power Co., Inc.
Outside Director (Member of Audit Committee), Resona Holdings, Inc.
(to present)
Outside Director of MIRAIT Holdings Corporation (to present)
Outside Director (Member of Audit and Supervisory Committee),Tohoku Electric Power Co., Inc. (to present)

Reason for Nomination as a Candidate
BABA Chiharu possesses a abundant experience in corporate management and a wide
range of knowledge spanning financial accounting, risk management and generalmanagement, and has fulfilled his role as Outside Director. His insight and knowledge
make him qualified for the supervision of management, and he has been nominated asa candidate for re-election as Outside Director to improve transparency of the Board of
Directors and strengthen its supervisory functions.

Other notes concerning the candidate for Outside Director- No special interests exist between the candidate and the Company.
- BABA Chiharu is a candidate for Outside Director, and has been registered as an independent director in accordance with the provisions of Tokyo
Stock Exchange, Inc.
- The term of office of BABA Chiharu will be two years as of the completion of the General Meeting.
- Article 28 of the current Articles of Incorporation stipulates that the Company may conclude agreements with Directors (excluding executive
directors, etc.) to limit liability for compensation for damages arising from failure to perform their duties. The Company has concluded such an
agreement to limit liability with BABA Chiharu, and the agreement to limit liability will be renewed if he is re-elected. The content of theagreement is as follows.
In the event a Director (excluding executive directors, etc.) is liable to the Company for failing in his/her duties, liability shall be to the extent
of the minimum limit of liability under Article 425, Paragraph 1 of the Companies Act.
Recognition of the above limitation of liability is limited to the execution of duties causing the liability of the Director (excluding executive
directors, etc.) being in good faith and without gross negligence.
- In the event the candidate for Outside Director has been appointed as a director or auditor of another joint stock company in the past five years, andfacts of improper business execution in said joint stock company during his/her term of office
In response to a business improvement recommendation from the Electricity and Gas Market Surveillance Commission of the Ministry of
Economy, Trade and Industry on May 16, 2018 concerning the incorrect settlement of contributions for construction in special high-voltage
facility construction, Tohoku Electric Power Co., Inc., where candidate for Outside Director BABA Chiharu served as an Outside Audit andSupervisory Board Member from June 2015 to June 2018, announced on May 31 that it would report on measures to prevent recurrence to theCommission, and the voluntary return of officer remuneration by the relevant officer in charge of the division.
Mr. Baba was not aware of the facts until they were discovered, but has always executed his duties appropriately at the company, such as
expressing opinions and issuing warnings from the perspective of legal compliance. Furthermore, after the facts were revealed, he expressed
opinions on thorough investigation of the facts and prevention of recurrences, and has fulfilled his duties.

－12－

Candidate
No.

10 YAMAMOTO Mayumi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 1984

Registered as an Attorney at law
Joined Takeo Ishiguro law firm

September 1990 Established Ginza Shin Sogo law firm
January 2005
Newelection

OutsideIndepend
ent

Date of birth

February 11, 1956
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors―

Established Ginza Shin Meiwa law firm

December 2010 Public Interest Member of the Central Labour Relations Commission
January 2019
June 2019

Member of the Financial System Council, Financial Services Agency (topresent)
External Audit & Supervisory Board Member, Morinaga Milk Industry
Co., Ltd. (to present)

Reason for Nomination as a Candidate
YAMAMOTO Mayumi has advanced expertise and abundant experience concerning
legal affairs as an attorney at law, and has also served as a member of government
councils including as a public interest member of the Central Labour Relations
Commission. She is qualified for the supervision of management from an objective andspecialized perspective, and has been nominated as a candidate for election as Outside
Director to improve transparency of the Board of Directors and strengthen its
supervisory functions.

Other notes concerning the candidate for Outside Director- No special interests exist between the candidate and the Company.
- YAMAMOTO Mayumi to is a candidate for Outside Director, and will be registered as an independent director in accordance with the provisions ofTokyo Stock Exchange, Inc.
- Article 28 of the current Articles of Incorporation stipulates that the Company may conclude agreements with Directors (excluding executive
directors, etc.) to limit liability for compensation for damages arising from failure to perform their duties, and the Company intends to conclude
such an agreement to limit liability with YAMAMOTO Mayumi if she is elected. The content of the agreements are as follows.
In the event a Director (excluding executive directors, etc.) is liable to the Company for failing in his/her duties, liability shall be to the extent
of the minimum limit of liability under Article 425, Paragraph 1 of the Companies Act.
Recognition of the above limitation of liability is limited to the execution of duties causing the liability of the Director (excluding executive
directors, etc.) being in good faith and without gross negligence.

－13－

Proposal No.
3:Election of Two Corporate Auditors

The terms of office of Corporate Auditors KIRIYAMA Manabu and HOSOKAWA Masayoshi will
end upon the completion of the General Meeting. Therefore, the Company proposes to elect two
Corporate Auditors.
Furthermore, this proposal has received the approval of the Board of Corporate Auditors.
The candidates for Corporate Auditors are as follows.

Candidate
No.

1

KIRIYAMA Manabu

Career Summary, Status and Significant Positions Concurrently Held

June 2007
July 2009

June 2010

Reelection
Date of birth

November 26, 1956

October 2010
October 2011

Number of the Company’s shares
owned

28,435shares
Attendance at meetings of theBoard of Directors

June 2012
October 201213/13 (100%)
Attendance at meetings of theBoard of Corporate Auditors

9/9 (100%)

June 2019

General Manager of Accounts and Finance Department, Nippon
Telegraph and Telephone East Corporation
General Manager of Corporate Management Headquarters Corporate
Planning Department and General Manager of Risk Management
Headquarters Compliance Promotion Office, Daimei Telecom
Engineering Corporation (currently MIRAIT Corporation)
Vice President, General Manager of Corporate Management
Headquarters Corporate Planning Department and General Manager of
Risk Management Headquarters Compliance Promotion Office, Daimei
Telecom Engineering Corporation
General Manager of Finance Division, MIRAIT Holdings Corporation
Vice President, General Manager of Finance Division and General
Manager of M's Brain Center Finance and Accounting Division,
MIRAIT Holdings Corporation
Executive Vice President, General Manager of Finance Division andGeneral Manager of M's Brain Center Finance and Accounting Division,
MIRAIT Holdings Corporation
Executive Vice President, General Manager of Finance and Accounting
Department, General Manager of M's Brain Center and General
Manager of Finance and Accounting Division, MIRAIT Holdings
Corporation
Standing Corporate Auditor of MIRAIT Holdings Corporation (topresent)

Reason for Nomination as a Candidate
KIRIYAMA Manabu is a candidate for re-election as Corporate Auditor because he issuitable choice for supervising the execution of duties of Directors due to his abundant
experience and insight in the position overseeing finance strategy and financemanagement of the Group as the person responsible for the Company’s finances formany years.
Notes concerning the candidate- No special interests exist between the candidate and the Company.
- Article 39 of the current Articles of Incorporation stipulates that the Company may conclude agreements with Corporate Auditors to limit liability forcompensation for damages arising from failure to perform their duties. The Company has concluded such an agreement to limit liability withKIRIYAMA Manabu, and the agreement to limit liability will be renewed if he is re-elected. The content of the agreements are as follows.
In the event a Corporate Auditor is liable to the Company for failing in his/her duties, liability shall be to the extent of the minimum limit ofliability under Article 425, Paragraph 1 of the Companies Act.
Recognition of the above limitation of liability is limited to the execution of duties causing the liability of the Corporate Auditor being ingood faith and without gross negligence.

－14－

Candidate
No.

2

HOSOKAWA Masayoshi

Career Summary, Status and Significant Positions Concurrently Held

June 2011

Senior Vice President and General Manager, Second Sales Division,
Corporate Business Headquarters, NTT Communications Corporation

August 2011

Senior Vice President and General Manager of Third Sales Division,
NTT Communications Corporation
Director, Managing Executive Officer and Assistant General Manager of
Solution Business Headquarters, MIRAIT Technologies Corporation

June 2015
Reelection

July 2016
Date of birthJune 16, 1958

June 2017

Number of the Company’s shares
owned

8,000shares

June 2018

Attendance at meetings of theBoard of Directors

June 201913/13 (100%)
Attendance at meetings of theBoard of Corporate Auditors

9/9 (100%)

Director, Managing Executive Officer, General Manager of Tokyo
Branch and Assistant General Manager of Solution Business
Headquarters, MIRAIT Technologies Corporation
Executive Vice President, General Manager of Emerging Business
Office, MIRAIT Holdings Corporation
Director, Managing Executive Officer, General Manager of Solution
Business Headquarters and General Manager of East Japan Business
Unit, MIRAIT Technologies Corporation
Director, Senior Managing Executive Officer and General Manager of
Solution Business, MIRAIT Technologies Corporation
Corporate Auditor of MIRAIT Holdings Corporation (to present)
Standing Corporate Auditor of MIRAIT Technologies Corporation (topresent)

Reason for Nomination as a Candidate
HOSOKAWA Masayoshi is a candidate for re-election as Corporate Auditor because
he is suitable choice for supervising the execution of duties of Directors due to hisabundant experience and insight on various areas of business as the person responsible
for the promotion of new business and the solution business area.

Notes concerning the candidate- No special interests exist between the candidate and the Company.
- Article 39 of the current Articles of Incorporation stipulates that the Company may conclude agreements with Corporate Auditors to limit liability forcompensation for damages arising from failure to perform their duties. The Company has concluded such an agreement to limit liability withHOSOKAWA Masayoshi, and the agreement to limit liability will be renewed if he is re-elected. The content of the agreements are as follows.
In the event a Corporate Auditor is liable to the Company for failing in his/her duties, liability shall be to the extent of the minimum limit ofliability under Article 425, Paragraph 1 of the Companies Act.
Recognition of the above limitation of liability is limited to the execution of duties causing the liability of the Corporate Auditor being due togood intention and without gross negligence.

－15－

[Reference] Standard for Determining Independence
The Company believes that Outside Directors and Outside Corporate Auditors (hereinafter referred
to as “Outside Officers”) must have adequate independence to ensure the objectivity and transparency
required for appropriate governance.
The Company has stipulated the following standard for determining independence of Outside
Officers in the Company, and an Outside Officer (including candidates therefor; the same applies
below) is deemed to lack adequate independence if any of the following items apply.
1. Originally from the Company or a consolidated subsidiary of the Company (hereinafter referred(Note 1)to as “the Group”)(Note 2)
2. A major shareholder of the Company
3. A person who executes the business of a company, etc. that falls under any of the following
items.
(Note 3)
(1) A major business partner of the Group(Note 4)
(2) A major lender to the Group(3) A company, etc. in which the Group holds 10% or more of shares on a voting basis
4. A Certified Public Accountant who belongs to the auditing firm serving as the Group’s
Independent Auditor.
5. A consultant, accountant, tax accountant, attorney, judicial scrivener, patent attorney or other(Note 5)expert receiving a substantial amountof money or other property from the Group(Note 6)
6. A person who has received substantial donations from the Group(Note 7)
7. An executive of a company in a relationship mutually providing Outside Officers(Note 8)
8. A person whose close relative
falls under any of items 1 through 7 above (limited to key(Note 9)personnel
with the exception of items 4 and 5)
9. A person to whom any of items 2 through 8 have applied in the past three years
10. Notwithstanding the provisions of the preceding items, a person who is deemed to have anotherconflict of interest with the Company
Note 1: A currently serving executive director, executive officer or other similar employee (hereinafter referred to as “executive”) or an
executive who has served in the Group at any time in the past.
Note 2: A major shareholder is a shareholder who, as of the end of the Company’s fiscal year, holds 10% or more of shares on a voting basis in
his/her own name or the name of another person.
If the major shareholder is an organization such as a corporation or a partnership, this refers to an executive of such organization.
Note 3: A major business partner is a purchaser or supplier of the Group whose annual transactions with the Group exceed 3% of theCompany’s consolidated sales or the supplier’s consolidated sales.
Note 4: A major lender is a financial institution from whom the Group borrows, and the balance of the borrowing exceeds 2% of theconsolidated total assets of the Company or the consolidated total assets of the financial institution as of the end of the Company’s
fiscal year.
Note 5: A substantial amount is defined as follows according to the relationship with the provision of services by the expert.
(1) If the expert provides services to the Group as an individual, the consideration received from the Group is a substantial amount if it
exceeds 10 million yen per year.
(2) If the organization such as a corporation or partnership to which the expert belongs provides services to the Group, the consideration
received from the Group is a substantial amount if it exceeds 2% of the organization’s annual sales or total revenue. However, even if
2% is not exceeded, the amount is deemed to be a substantial amount if the amount received by the organization as consideration forservices provided with the direct involvement of the expert exceeds 10 million yen per year.
Note 6: A person who has received donations from the Group exceeding 10 million yen per year. If the party receiving the donations is anorganization such as a corporation or a partnership, this refers to a person who is directly involved in the research, education or otheractivities related to the donations.
Note 7: A relationship in which an executive of the Group is an outside director of another company, and an executive of the other company isan outside director of the Company.
Note 8: A close relative is a spouse or a relative within two degrees of relationship.
Note 9: Key personnel are directors and executive officers.

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