Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 8920
May 29, 2017
To our shareholders:Yuichiro Kutsuna
President
TOSHO CO., LTD.
1-16-5 Mikawaanjo-cho, Anjo-shi, Aichi

Notice of the 39th Annual General Meeting of Shareholders
You are cordially invited to attend the 39th Annual General Meeting of Shareholders of TOSHO CO., LTD. (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please indicate
your vote of approval or disapproval of each proposal on the enclosed voting form and return the form to theCompany no later than 6:00 p.m. on Thursday, June 15, 2017 (JST) after reviewing the attached Reference
Documents for General Meeting of Shareholders.
1. Date and Time: Friday, June 16, 2017, at 10:00 a.m. (JST)
2. Venue:
1F, Special Conference Hall, Hotel Grand Tiara ANJO
1-8-11 Mikawaanjo-cho, Anjo-shi, Aichi
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements and audit report of the Consolidated Financial
Statements by our Financial Auditor and Audit & Supervisory Board for the 39th fiscal year (From April
1, 2016 to March 31, 2017)
2. Report on the Non-Consolidated Financial Statements for the 39th fiscal year (From April 1, 2016 to
March 31, 2017)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Eight Directors
Proposal No. 4
Election of Two Audit & Supervisory Board Members
Proposal No. 5
Payment of Directors’ Retirement Benefits for Retired Directors

You are kindly requested to present the enclosed voting form to the receptionist when you attend the meeting.
If any changes have been made to items in the Reference Documents for General Meeting of Shareholders, Business Report, NonConsolidated Financial Statements, and Consolidated Financial Statements, such changes will be posted on the Company’s website(http://www.to-sho.net/).

- 1 -Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company believes that one of the most important management priorities is to return its profit to its
shareholders, and seeks to maintain stable distribution of dividends. However, at the same time, the Company also
has a policy to make decisions towards effective use of its internal reserves for business expansion andenhancement of the business quality.
In accordance with the above policy, the Company proposes to pay a year-end dividend of ¥12 per share for the
fiscal year under review, which is ¥1 higher than the ordinary dividend for the previous fiscal year, in light of asolid business performance and both increased revenue and increased profits.
1. Year-end dividends(i) Type of dividend property
To be paid in cash.
(ii) Allotment of dividend property and their aggregate amount¥12 per common share of the Company
The total dividends will be ¥229,842,588.
(iii) Effective date of dividends of surplus
The effective date of dividends shall be June 19, 2017.
2. Other appropriation of surplus
While internal reserves are used in ways such as making investments to enhance the corporate value, thefollowing decisions have been made to strengthen the business foundation for aggressive business expansion
henceforth.
(i) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥3,000,000,000(ii) Item of surplus to be increased and amount of increase
General reserve: ¥3,000,000,000- 2 -Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The amendments have been proposed to change the total number of authorized shares from the current
23,040,000 shares to 76,630,000 shares in the Article 5 of the current Articles of Incorporation (Total numberof authorized shares) in order to enable expeditious financing geared towards increasing the liquidity of theCompany’s shares and future business expansion.
2. Details of the amendments(Underlined part indicates the amendments.)
Current Articles of Incorporation
Article 1 to Article 4 (omitted)(Total number of authorized shares)
Article 5
The total number of shares authorized to be issued by theCompany shall be 23,040,000.
Article 6 to Article 49 (omitted)

Proposed Amendments
Article 1 to Article 4 (unchanged)(Total number of authorized shares)
Article 5
The total number of shares authorized to be issued by theCompany shall be 76,630,000.
Article 6 to Article 49 (unchanged)- 3 -Proposal No. 3

Election of Eight Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting.
In that regard, the Company proposes the election of eight Directors, lowering the number of Directors by one toenable quick and flexible decision making in the Board of Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1973
Mar. 19791

Toshihiro Kutsuna(March 1, 1951)

Apr. 2002
Oct. 2003
Oct. 2014
Apr. 2015
June 2016
Sept. 2016
Apr. 1997
Apr. 1999
June 2005
Jan. 2008
Apr. 20102

Yuichiro Kutsuna(January 1, 1975)

Jan. 2014

Apr. 2015

June 2016
Apr. 1974
Mar. 1979
Feb. 1989
Oct. 1990
Oct. 1993
Apr. 2002
Oct. 2003
Apr. 2010
3

Mayumi Kutsuna(July 13, 1952)
May 2013
Oct. 2014
Feb. 2017

Joined Izumi Shibafu
Established the Company; President andRepresentative Director
Chairman and Representative Director
President and Representative Director
President of AB Hotel CO., LTD.
President and Representative Director andGroup Chief Executive Officer of the Company
Chairman, Representative Director and Chief
Executive Officer (current position)
Chairman and Representative Director of AB
Hotel CO., LTD.
Joined the Company
Director
Director and General Manager of the Real
Estate Development Business Department
Executive Director and President of Sports
Club Company
Executive Director and General Manager ofCorporate Planning Office
Executive Director, General Manager ofCorporate Strategy Office and Chief of Tokyo
OfficeExecutive Director, Chief Operating Officer,
General Manager of Corporate Strategy andChief of Tokyo Office
President, Representative Director and Chief
Operating Officer (current position)
Joined Izumi Shibafu
Joined the Company
Director
Managing Director
Director and Vice President
Director and President
Director and Vice President
Director and Vice President (in charge of AB
Hotel CO., LTD., Holiday Golf Garden, Human
Resources and Employment, and Store
Development)
Director, Vice President and General Manager
of New Product Development OfficeDirector and Vice President of AB Hotel CO.,LTD. (current position)
Director and Vice President, and in charge of
Human Resource of the Company (current
position)- 4 -Number of theCompany’s shares
owned(Thousands)

8,266

2,102

333

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1982
Apr. 1987
Dec. 1994
Mar. 1996
Jan. 2000
Apr. 2002

4

Takashi Inagaki(January 28, 1964)

June 2007
Apr. 2010
Jan. 2014
June 2016

July 1993
June 2000
Sept. 2003
June 2006

Apr. 2010
5

Naoya Kuwazoe(October 12, 1969)

May 2013
Apr. 2015

June 2016

Apr. 1984
Mar. 1997
Feb. 1999
Mar. 2001
Apr. 2002
Apr. 2006

6

Yoichi Kariyazono(September 27, 1961)

May 2007Jan. 2010
Jan. 2012
Jan. 2014
Jan. 2015

Joined Oishi Labor Management andAccounting Firm
Joined Subaru
Joined Hamaji Kanko
Joined the Company
Managing Director and General Manager ofSports Club Business Department
Director and General Manager of Sports Club
Business Department
Managing Director and General Manager of theSports Club Business Department
Managing Director and General Manager ofHoliday Sports ClubManaging Director, Manager of Holiday Sports
Club and Deputy Chief of Tokyo Office
Executive Director, General Manager ofHoliday Sports Club and Chief of Tokyo Office(current position)
Joined Yamanaka Tax Accounting Office
Joined NV Nijyuichi
Joined the Company
Director, General Manager of Administration
Headquarters and General Manager of
Accounting Department
Director and General Manager of
Administration Department
Managing Director and General Manager of
Administration Department
Managing Director, General Manager of
Administration Department and Group Chief
Financial Officer
Managing Director, General Manager of
Administration Headquarters and Chief
Financial Officer (current position)
Joined Olympic Sports
Joined Fukatsu Denkasha
Joined Leaman
Joined the Company
Director and General Manager of
Administration Headquarters
Director and General Manager of the HotelBusiness Department
Director and General Manager of Internal
Administration OfficeDirector and General Manager of Investor
Relations OfficeDirector and General Manager of President
OfficeDirector, General Manager of President Officeand General Manager of A·City Department
Director, General Manager of A·City
Department and General Manager of Investor
Relations Office (current position)- 5 -Number of theCompany’s shares
owned(Thousands)

34

18

13

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1979
Nov. 1989
Apr. 1992

7

Akibumi Kamiya(October 22, 1951)

8

Keisuke Sugiura(August 26, 1965)

Notes:

Joined Kamihachi
Passed Bar Examination
Registered as an attorney at law
Joined Owaki & Washimi Law Office
Apr. 1999
Established Akibumi Kamiya Law OfficeDirector of Akibumi Kamiya Law Office(current position)
June 2010
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Director of Akibumi Kamiya Law Office
Apr. 1988
Joined Japan Associated Finance CO., LTD.
Feb. 1993
Joined Meinan Business Consultants
June 2000
Established Heisei FP Office Inc. (currently
OSP); President and Representative Director(current position)
Apr. 2002
Director (part-time) of the Company
June 2007
Retired as Director (part-time)
June 2008
Outside Audit & Supervisory Board Member of
CROPS CORPORATION
June 2012
Outside Director of the Company (current
position)
June 2016
Outside Director (Audit and Supervisory
Committee Member) of CROPSCORPORATION (current position)(Significant concurrent positions outside the Company)
President and Representative Director of OSP
Outside Director (Audit and Supervisory Committee Member)of CROPS CORPORATION

Number of theCompany’s shares
owned(Thousands)-

4

1. There is no special interest between any of the candidates and the Company.
2. Akibumi Kamiya and Keisuke Sugiura are candidates for outside Director.
3. (1) The Company proposes the election of Akibumi Kamiya as an outside Director because he has experience working
as an attorney at law and expertise in corporate legal affairs. The Company considers him able to adequately
supervise the Company’s management from the objective standpoint of a legal expert. He has never in the past
been involved in management except as an outside officer. However, the Company judges that he willappropriately fulfill his duties as an outside Director based on the above reasons.
(2) The Company proposes Keisuke Sugiura’s election as an outside Director so that he can apply his extensive
experience and broad discernment as a manager to the Company’s management, and further strengthen the
Company’s corporate governance by making use of his independent position in the Company.
4. Akibumi Kamiya and Keisuke Sugiura are currently outside Directors of the Company, and at the conclusion of thismeeting, their tenure as outside Directors will have been seven years and five years respectively.
5. The number of the Company’s shares held include the number of shares held in the Tosho Officers Shareholding
Association.
6. The Company has entered into agreements with Akibumi Kamiya and Keisuke Sugiura, pursuant to the provisions ofArticle 427, paragraph 1 of the Companies Act, to limit their liability for damages under Article 423, paragraph 1 of thesame Act. The maximum liability amount based on the agreements is the amount provided for by Article 425, paragraph
1 of the same Act. If the reelection of Mr. Kamiya and Mr. Sugiura is approved, the Company plans to renew the
aforementioned agreements with them.
7. The Company has submitted notification for Akibumi Kamiya and Keisuke Sugiura as independent officers as provided
for by the Tokyo Stock Exchange and the Nagoya Stock Exchange. If the reelection of Mr. Kamiya and Mr. Sugiura isapproved, the Company plans for their appointment as independent officers to continue.
8. Candidates for Director Toshihiro Kutsuna and Mayumi Kutsuna are Parent Company, etc. as provided by Article 2,
item 4-2 of the Companies Act.

- 6 -

Proposal No. 4

Election of Two Audit & Supervisory Board Members

The terms of office of the Audit & Supervisory Board Members Yumiko Sakurai (Eto) and Kazuo Ito will expire at
the conclusion of this meeting. Therefore, the Company proposes the election of two Audit & Supervisory Board
Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Oct. 1992
Apr. 1996
Jan. 2002

1

Yumiko Sakurai (Eto)(March 1, 1969)

2

Kazuo Ito
(April 11, 1968)

Notes:

Joined ITO Accounting & Consultancy Office
Registered as Certified Public Accountant
Established the Yumiko Sakurai Certified
Public Accountant Office (current position)
Feb. 2002
Registered as Certified Public Tax Accountant
June 2009
Outside Audit & Supervisory Board Member of
the Company (current position)
Aug. 2010
Outside Audit & Supervisory Board Member of
I.K CO., LTD.
June 2014
Outside Director of PROTO CORPORATION(current position)
Aug. 2016
Outside Director (Audit and Supervisory
Committee Member) of I.K CO., LTD. (current
position)(Significant concurrent positions outside the Company)
Director of the Yumiko Sakurai Certified Public Accountant
OfficeOutside Director of PROTO CORPORATION
Outside Director (Audit and Supervisory Committee Member)of I.K CO., LTD.
Oct. 1996
Joined ITO Accounting & Consultancy Office
Apr. 2000
Registered as Certified Public Accountant
Nov. 2005
Established the Certified Public Accountant Ito
Accounting Office (current position)
June 2008
Outside Auditor of SANTEC CORPORATION(current position)
Apr. 2009
Outside Audit & Supervisory Board Member of
POVAL KOGYO CO., LTD. (current position)
June 2013
Outside Audit & Supervisory Board Member of
the Company (current position)(Significant concurrent positions outside the Company)
Director of the Certified Public Accountant Ito Accounting
OfficeOutside Auditor of SANTEC CORPORATION
Outside Audit & Supervisory Board Member of POVAL
KOGYO CO., LTD.

Number of theCompany’s shares
owned(Thousands)--

1. There is no special interest between any of the candidates and the Company.
2. The name of the candidate Yumiko Sakurai in her family registry is Yumiko Eto, and she practices as a Certified Public
Accountant (tax accountant) as Yumiko Sakurai.
3. The Company has entered into agreements with Yumiko Sakurai and Kazuo Ito, pursuant to Article 427, paragraph 1 of
the Companies Act, to limit their liability for damages under Article 423, paragraph 1 of the same Act. The maximum
liability amount based on the agreements is the amount provided for by Article 425, paragraph 1 of the same Act. If
reelection of Ms. Sakurai and Mr. Ito is approved, the Company plans to renew the aforementioned agreements withthem.
4. Yumiko Sakurai and Kazuo Ito are candidates for outside Audit & Supervisory Board Member.
5. Reasons for nomination as candidates for outside Audit & Supervisory Board Member and for judging them capable ofappropriately fulfilling duties as outside Audit & Supervisory Board Members
Yumiko Sakurai and Kazuo Ito have been nominated as candidates for outside Audit & Supervisory Board Member
because they have extensive experience and broad discernment as certified public accountants, and the Company- 7 -believes that they will apply their knowledge to auditing as outside Audit & Supervisory Board Members of theCompany.
6. Yumiko Sakurai and Kazuo Ito are currently outside Audit & Supervisory Board Members. At the conclusion of thismeeting, their tenures as Audit & Supervisory Board Members will have been eight years and four years respectively.
7. The Company has submitted notification for Yumiko Sakurai and Kazuo Ito as independent officers as provided for by
the Tokyo Stock Exchange and the Nagoya Stock Exchange. If the reelection of Ms. Sakurai and Mr. Ito is approved,
the Company plans for their appointment as independent officers to continue.

- 8 -Proposal No. 5

Payment of Directors’ Retirement Benefits for Retired Directors

The term of office of Director Kazuki Kutsuna will expire at the conclusion of this meeting, and he will therefore
retire from his position. Furthermore, Hiroyasu Ichioka, who retired as a Director and had assumed office as an
Executive Officer at the conclusion of the 38th Annual General Meeting of Shareholders held on June 14, 2016,
retired as an Executive Officer. Thus, in order to reward them for their services during their respective tenures, theCompany proposes to pay them retirement benefits within the appropriate range in accordance with certain
standards of the Company.
The Company proposes that the specific amount, the time and means of payment of the retirement benefits be
entrusted to the Board of Directors.
The career summaries of the retiring Directors are as follows:
Name
Kazuki Kutsuna
Hiroyasu Ichioka

June 2011
June 2006
June 2016

Career summary
Director of the Company (current position)
Director of the Company
Resigned as Director- 9 -