These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Stock Exchange Code 8708)
June 4, 2020
To Shareholders with Voting Rights:
Takuya Aizawa
President
AIZAWA SECURITIES CO., LTD.
1-20-3 Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 100th Annual General Meeting of Shareholders of AIZAWASECURITIES CO., LTD. (the “Company”) will be held for the purposes as described below.
In order to prevent the spread of the coronavirus disease (COVID-19) infection, the government has issued
a stay-at-home request. Thus, we strongly encourage our shareholders to exercise your voting rights inadvance in writing or via the Internet, etc. to the extent possible. If you attend the meeting, please kindlycheck the COVID-19 infection situation and your own physical condition on the date of the event, and givethoughtful attention to the prevention of the infection, including wearing a face cover. In addition, theCompany may, at its discretion, take some measures required to ensure the safety of our shareholders andprevent the spread of infection at the site of the meeting. We kindly appreciate your cooperation in this regard.
When exercising your voting rights in writing or via the Internet, etc., please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:00 p.m. (JST) on
Wednesday, June 24, 2020.
1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

4F, Bellesalle Tokyo Nihombashi, Tokyo Nihombashi Tower
2-7-1 Nihonbashi, Chuo-ku, Tokyo, Japan* This year, the Company will not hand out souvenirs to those who will attend theGeneral Meeting of Shareholders. We would appreciate your understanding.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 100th
Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 100th Fiscal Year (April 1,
2019 - March 31, 2020)
Proposals to be resolved:
Election of Eight (8) Directors
Proposal 1:
Election of One (1) Audit & Supervisory Board Member
Proposal 2:

1

In accordance with the provisions of laws and regulations and Article 18 of the Company’s Articles ofIncorporation, the following matters are posted on the Company’s website, and are not included in this Notice andattached documents. (URL: https://www.aizawa.co.jp/ir/library/general_meeting.html)<1> “Systems to Ensure Appropriateness of Business Operations” in the Business Report<2> Notes to the Consolidated Financial Statements<3> Notes to the Non-consolidated Financial Statements
Thus, documents provided with this Notice constitute a portion of the scope of audit in the Independent Auditor’sReport and the Audit Report by the Audit & Supervisory Board.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements require any revisions, the revisions will be postedon the Company’s website (https://www.aizawa.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes that eight (8) Directors including a newly-appointed
Director be elected.
The candidates for Directors are as follows:
No.

Name

Current positions and responsibilities at the Company
President and Representative Director
Supervisor of Planning Division and in charge of Audit
Department
Director and Managing Executive Officer
Supervisor of Sales Promotion Division and Supervisor of
Solution Division1

TakuyaAizawaReappointment

2

AtsushiOhishiReappointment

3

Naoi Niijima

Reappointment
Woman

Director and Managing Executive Officer
Supervisor of Compliance Division

4

Kazuhiro
Mashiba

Reappointment

Director and Senior Executive Officer
Supervisor of Administration Division, Supervisor of Product
Division and in charge of Investment Adviser Department

5

Atsuo
Takahashi

6

KunimiTokuoka7

Shinichiro
Shiraki

8

Yukinori
Hanafusa

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New
appointment
OutsideIndependent

Director
Director
Director

3

No.

Name
(Date of birth)

Career summary, positions and responsibilities

October 1997 Joined Nomura Research Institute, Ltd.
July 2005
Joined the Company
March 2010 Senior General Manager; Dedicated General Manager,
Planning Department
June 2012
Director
May 2013
Director, YAHATA SECURITIES CO., LTD. (currently
AIZAWA SECURITIES CO., LTD.)
June 2014
Senior Managing Director;
Head of Administration Division
June 2014
Director, AIZAWA Investments Co., Ltd. (current position)
June 2016
Representative Senior Managing Director;
Head of Administration Division
March 2017 President, Japan Asia Securities Co., Ltd. (currently
Reappointment
AIZAWA SECURITIES CO., LTD.)
March
2017
Director
Takuya Aizawa
June
2018
Director, JAPAN SECURITIES INC. (current position)(September 5, 1974)
July 2018
President
October
2018
President COO and CHO
1June 2019
President CEO and CHO
April 2020
President and Representative Director (current position)

Number ofshares of theCompany held

847,508[Business in Charge in the Company]
Supervisor of Planning Division
Audit Department[Significant concurrent positions]
Director, AIZAWA Investments Co., Ltd.
Director, JAPAN SECURITIES INC.
[Reason for nomination as a candidate for Director]
Mr. Takuya Aizawa has extensive knowledge relating to finance-related systems acquired through engaging in
the finance-related system engineering business, and since joining the Company, he has been mainly involved inbusinesses including product planning, corporate planning, and IR, as well as in the management of subsidiaries.
We nominate him as a candidate for Director, because he has high expertise related to the financial instruments
business and corporate management in general.

4

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990
July 2005
July 2005
July 2006
June 2009
June 2009
May 2013

Joined the Company
General Manager, Investment Bank Department
President, AIZAWA Investments Co., Ltd.
General Manager, Investment Bank Department I
Executive Officer; General Manager, Planning Department
Director, AIZAWA Investments Co., Ltd. (current position)
Director, YAHATA SECURITIES CO., LTD. (currently
AIZAWA SECURITIES CO., LTD.)
June 2013
Executive Officer; Head of Business Strategy Division andGeneral Manager, Planning Department
June 2014
Director; Head of Business Strategy Division and General
Manager, Planning Department
Reappointment
March 2017 Director, Japan Asia Securities Co., Ltd. (currently
AIZAWA SECURITIES CO., LTD.)
Atsushi Ohishi
April 2017Managing Director; Head of Sales Division and General(December 10, 1967)
Manager, Chugoku region Sales Division
May 2019
Managing Director CMO
2
January 2020 Managing Director CMO and General Manager,
Underwriting Department
April 2020
Director and Managing Executive Officer (current position)

Number ofshares of theCompany held

23,700[Business in Charge in the Company]
Supervisor of Sales Promotion Division
Supervisor of Solution Division[Significant concurrent positions]
Director, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Atsushi Ohishi has been engaged in businesses including retail sales, investment banking, sales planning,and corporate planning as well as in the management of subsidiaries at the Company and its subsidiaries. We
nominate him as a candidate for Director, because he has a wealth of experience, achievements, and expertise incorporate management in general.

5

No.

Name
(Date of birth)

Reappointment
Woman

3

Naoi Niijima(July 6, 1960)

Career summary, positions and responsibilities
February 1989 Joined the Company
August 2000 Manager, Corporate Planning Section, Corporate Planning
Department
June 2007
General Manager, Planning Department I
August 2011 Senior General Manager; Deputy Head of Administration
Division and General Manager, General Affairs andPersonnel Department
June 2014
Executive Officer; Deputy Head of Administration Division
and General Manager, General Affairs and Personnel
Department
June 2015
Audit & Supervisory Board Member, AIZAWA Investments
Co., Ltd. (current position)
March 2017 Executive Officer; Head of Administration Division
March 2017 Audit & Supervisory Board Member, Japan Asia Securities
Co., Ltd. (currently AIZAWA SECURITIES CO., LTD.)
April 2017
Executive Officer; Head of Compliance Division
June 2017
Director; Head of Compliance Division
March 2018 Director; Head of Compliance Division and General
Manager, Sales Administration Department
July 2018
Director; Head of Compliance Division
April 2020
Director and Managing Executive Officer (current position)

Number ofshares of theCompany held

19,400[Business in Charge in the Company]
Supervisor of Compliance Division[Significant concurrent positions]Audit & Supervisory Board Member, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Ms. Naoi Niijima served as General Manager, General Affairs and Personnel Department, Head of
Administration Division, and Head of Compliance Division, after mainly engaging in corporate planning duties.
She has accumulated a wealth of experience, achievements and expertise in the financial instruments businessand corporate management in general. As a variety of discussions from a woman’s point of view will contributeto enhancing the corporate value of the Company, we nominate her as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990
April 2001
June 2011
October 2011
May 2013
June 2016
March 2017
April 2017

Reappointment
Kazuhiro Mashiba(April 29, 1966)
4

March 2018
June 2018
May 2019
May 2019
April 2020

Joined NAITO Securities Co., Ltd.
Joined the Company
President, AIZAWA Investments Co., Ltd. (current position)
General Manager, Accounting Department
Audit & Supervisory Board Member, YAHATASECURITIES CO., LTD. (currently AIZAWASECURITIES CO., LTD.)
Executive Officer; General Manager, Accounting
Department
Audit & Supervisory Board Member, Japan Asia Securities
Co., Ltd. (currently AIZAWA SECURITIES CO., LTD.)
Senior Executive Officer; Head of Administration Division
and General Manager, Corporate Planning Department
Senior Executive Officer; Head of Administration Division,
General Manager, Corporate Planning Department andGeneral Manager, Business Management Department
Director; Head of Administration Division
Director CFO
Director, JAPAN SECURITIES INC. (current position)
Director and Senior Executive Officer (current position)

Number ofshares of theCompany held

15,200[Business in Charge in the Company]
Supervisor of Administration Division
Supervisor of Product Division
Investment Adviser Department[Significant concurrent positions]
President, AIZAWA Investments Co., Ltd.
Director, JAPAN SECURITIES INC.
[Reason for nomination as a candidate for Director]
Mr. Kazuhiro Mashiba served as General Manager, Accounting Department and Head of Administration
Division. He has been engaged in businesses including investment banking and corporate planning as well as in
the management of subsidiaries at the Company and its subsidiaries. We nominate him as a candidate for
Director, because he has a wealth of experience, achievements and expertise in corporate management ingeneral.

7

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1964
June 1991

Reappointment
OutsideIndependent

June 1993
July 1998
April 2004

Atsuo Takahashi
July 2005(November 12, 1940) November
2007
5June 2011

Joined Ministry of Finance
Deputy Director-General of the Banking Bureau, Ministry of
Finance
Director-General of the Customs and Tariff Bureau
Served as Managing Director, Senior Managing Director andVice Chairman, Japan Securities Dealers Association
Commissioner, Auditing Oversight Board of Certified Public
Accountant
Chairman of the Board, Japan Securities Research Institute
Chairman, Japan Investor Protection Fund

Number ofshares of theCompany held–

Special Temporary Employee, Japan Securities ResearchInstituteJune 2012
Director, the Company (current position)[Reason for nomination as a candidate for Outside Director]
Mr. Atsuo Takahashi, served as Deputy Director-General of the Ministry of Finance and Managing Director,
Senior Managing Director and Vice Chairman of Japan Securities Dealers Association. He has a wealth ofexpertise and experience in overall financial matters and financial instruments business, etc. We nominate him
as a candidate for Outside Director as we believe that he will be able to appropriately execute his duties as an
Outside Director. He will have served as an Outside Director of the Company for eight (8) years at theconclusion of this General Meeting of Shareholders.
April 1976
Joined the Industrial Bank of Japan, Ltd. (currently Mizuho
Bank, Ltd.)May 1987
Seconded to IBJ International plc, Associate Director
July 1993
General Manager, Bond Sales Division I, IBJ Securities Co.,
Ltd. (currently Mizuho Securities Co., Ltd.)
June 1999
Executive Officer
October 2000 Managing Executive Officer; General Manager, Market
Sales Group
Reappointment
OutsideApril 2007
Managing Executive Officer; General Manager, Global
Independent
Investment Bank Department–
September
Senior Managing Executive Officer, Aozora Bank, Ltd.
Kunimi Tokuoka
2008(November 27, 1951) June 2009
Representative Director and Deputy President
June
2016
Director, the Company (current position)
6
July 2017
Audit & Supervisory Board Member, ES NETWORKS
CO., LTD. (current position)[Significant concurrent positions]Audit & Supervisory Board Member, ES NETWORKS CO., LTD.
[Reason for nomination as a candidate for Outside Director]
Having served as Executive Officer, IBJ Securities Co., Ltd. (currently Mizuho Securities Co., Ltd.) and
Representative Director and Deputy President, Aozora Bank, Ltd., etc., Mr. Kunimi Tokuoka has long been
affiliated with financial institutions and engaged in corporate management. We nominate him as a candidate for
Outside Director as we believe that he will be able to appropriately execute his duties as an Outside Director,
such as providing accurate advice to the management of the Company based on his wealth of expertise andexperience in the field of finance in general and financial instruments business, etc. He will have served as an
Outside Director of the Company for four (4) years at the conclusion of this General Meeting of Shareholders.

8

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1993
June 2007

Reappointment
OutsideIndependent

7

Shinichiro Shiraki(July 16, 1970)

Joined Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Director, Monex Alternative Investments, Inc. (currently
Astmax Asset Management, Inc.)
February 2009 Managing Director & Chairman
April 2013
Director; in charge of Asset Management and Sales
Department, Astmax Asset Management, Inc.
June 2015
Representative Director and President, Akebono AssetManagement Ltd. (current position)
June 2019
Director, the Company (current position)

Number ofshares of theCompany held–

[Significant concurrent positions]Representative Director and President, Akebono Asset Management Ltd.

[Reason for nomination as a candidate for Outside Director]
Mr. Shinichiro Shiraki has extensive knowledge and experience in finance, investments and financial strategies
in general through engaging in the investment management business for many years, as well as being a
corporate manager of an investment firm. We nominate him as a candidate for Outside Director as we believethat he will be able to appropriately execute his duties as an Outside Director, such as providing accurate advice
to the management of the Company. He will have served as an Outside Director of the Company for one (1) year
at the conclusion of this General Meeting of Shareholders.
July 1998
Joined Aoyama Audit Corporation
July 2001
Registered as Certified Public Accountant
July 2003
Joined Japan Asia Holdings Limited (currently Japan Asia
Group Limited)
August 2009 Established Accounting Works Co., Ltd.; President (current
position)
March 2015 Audit & Supervisory Board Member, ARCLAND SERVICE
CO., LIMITED (currently ARCLAND SERVICEHOLDINGS CO., LTD.)
March 2016 Outside Director (Audit and Supervisory Committee
Member), ARCLAND SERVICE CO., LIMITED (currently
ARCLAND SERVICE HOLDINGS CO., LTD.) (current
New appointment
position)
OutsideSeptember
Outside Director (Audit and Supervisory Committee
Independent
2017
Member), PeptiDream Inc. (current position)–
May 2018
Audit & Supervisory Board Member, GIFT inc.
Yukinori Hanafusa January 2019 Outside Director (Audit and Supervisory Committee(May 10, 1975)
8
Member), GIFT inc. (current position)
June 2019
Representative Partner, Hanafusa Hirota Tax Accountant
Corporation (current position)[Significant concurrent positions]
President, Accounting Works Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), ARCLANDSERVICE HOLDINGS CO., LTD.
Outside Director (Audit and Supervisory Committee Member), PeptiDreamInc.
Outside Director (Audit and Supervisory Committee Member), GIFT inc.
Representative Partner, Hanafusa Hirota Tax Accountant Corporation[Reason for nomination as a candidate for Outside Director]
With his expertise, experience, etc. as Certified Public Accountant, Mr. Yukinori Hanafusa has served as
manager at several companies and been engaged in corporate management. We nominate him as a candidate for
Outside Director as we believe that he will be able to appropriately execute his duties as an Outside Director,
such as providing advice to the management of the Company.

9

(Notes) 1. There are no special interests between each candidate for Directors and the Company.
2. Mr. Atsuo Takahashi is a candidate for Outside Director. The Company has registered him as an independent officer
with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
3. Mr. Kunimi Tokuoka is a candidate for Outside Director. The Company has registered him as an independent officer
with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
4. Mr. Shinichiro Shiraki is a candidate for Outside Director. The Company has registered him as an independent
officer with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
5. Mr. Yukinori Hanafusa is a candidate for Outside Director. The Company intends to register him as an independent
officer with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
6. To facilitate the recruitment of talented human resources as Outside Directors, the Company has stipulated in its
Articles of Incorporation that it may enter into an agreement with Outside Directors to limit their liability fordamages to the Company to a certain range. The Company has entered into the limited liability agreement with Mr.
Atsuo Takahashi, Mr. Kunimi Tokuoka and Mr. Shinichiro Shiraki, and intends to enter into the said limited liability
agreement with Mr. Yukinori Hanafusa, candidate for Outside Director.
Outline of the contents of the agreement is as follows:
・If an Outside Director is liable for damages to the Company due to negligence of his/her duty, his/her liability will
be limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act.
・The aforementioned liability limitation shall be applied only in cases where such Outside Director performed
his/her duties giving rise to such liabilities in good faith and without gross negligence.

10

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

At the conclusion of this General Meeting of Shareholders, Audit & Supervisory Board Member
Fumitoshi Ishikawa will resign from the office. Accordingly, the Company proposes that one Audit &Supervisory Board Member be elected.
Election of Mr. Tamaki Ishikawa is proposed as a substitute for Mr. Fumitoshi Ishikawa. The term ofoffice of Mr. Tamaki Ishikawa will, therefore, be the remainder of the term of office of the retiring Audit &Supervisory Member in accordance with the Company’s Articles of Incorporation. The Audit & Supervisory
Board has given its consent to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and positions
April 1976
March 2003
April 2012
June 2015

New appointment
Tamaki Ishikawa(January 11, 1958)

Joined the Company
General Manager, Business Operations Department
General Manager, Sales Administration Department
Executive Officer; Head of Administration Division,
YAHATA SECURITIES CO., LTD. (currently AIZAWASECURITIES CO., LTD.)
February 2016 Deputy Head of Compliance Division, the Company
August 2017 Executive Officer; Deputy Head of Compliance Division,
Japan Asia Securities Co., Ltd. (currently AIZAWASECURITIES CO., LTD.)
July 2018
Deputy Head of Compliance Division, the Company
May 2019
Executive Officer; Head of Administration Division
April 2020
Advisor (current position)

Number ofshares of theCompany held

8,600

[Reason for nomination as a candidate for Audit & Supervisory Board Member]
Since joining the Company, Mr. Tamaki Ishikawa worked at sales, administration, and compliance departments
and then served as Deputy Head of Compliance Division and Head of Administration Division. We nominate
him as a candidate for Audit & Supervisory Board Member, because he has a wealth of experience and expertisein administration and compliance in general.
(Note)

There are no special interests between Mr. Tamaki Ishikawa and the Company.

11