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: 8008)
May 9, 2023
Dear Shareholders:Hidetoshi Masuda
President and Representative Director
YONDOSHI HOLDINGS INC.
2-19-10, Kami-Osaki, Shinagawa-ku, Tokyo

Notice of the Convocation of
the 73rd Annual General Meeting of Shareholders
We hereby notify you that the 73rd Annual General Meeting of Shareholders of YONDOSHI HOLDINGS INC. (the “Company”) will beheld as described below.
The Company has taken measures for electronic provision of materials for the General Meeting of Shareholders, following the provisions oflaws and regulations and Article 16 of the Company’s Articles of Incorporation. Address of the materials for which the measures for electronic
provision are taken below.
The Company’s website

https://yondoshi.co.jp/meeting/(Please go to the website and select “Notice of the Convocation of the 73rd Annual General Meeting of
Shareholders”.)

Materials posted website

https://d.sokai.jp/8008/teiji/Tokyo Stock Exchange Inc.

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please go to the website and enter securities code “8008” in the cell of cord. Select “basic information”, “public
document/PR information” and see “Notice of the Convocation of the General Meeting of Shareholders”.)

If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights by either of the postal mail or via theInternet, by 6:00 p.m. on May 24, 2023.
1.
2.
3.

Date:
Venue:

Thursday, May 25, 2023 at 10:00 a.m. (Reception starts at 9:00 a.m.)
Osaki Bright Core Hall, 3F, Osaki Bright Core5-5-15, Kita-shinagawa, Shinagawa-ku, Tokyo, Japan
Agenda of the Meeting:
Matters to be reported
1.
The Business Report and the report on the Consolidated and Non-Consolidated Financial Statements for the 73rd fiscal year
(from March 1, 2022 to February 28, 2023)
2.
Audit reports of the Corporate Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the73rd fiscal year
Matters to be resolved
Proposal No.1:
Appropriation of Surplus
Proposal No.2:
Election of Five (5) Directors who are not Audit & Supervisory Board Members
Proposal No.3:
Election of One (1) Director and Audit & Supervisory Board Member

Notes⚫
If you are attending the General Meeting of Shareholders, please submit the Voting Rights Exercise Form at the meeting venue reception desk.
⚫
Should the materials for General Meeting of Shareholders provided electronically require revisions, the revised versions will be posted on the websites
described above.
⚫
In the event of any modification, it will be announced on the Company’s website (https://www.yondoshi.co.jp).

-1-Regarding measures for electronic provision of materials for the General Meeting of Shareholders⚫
Since the amendment of the Companies Act was enforced on September 1, 2022, the electronic provision of materials for the General Meeting of
Shareholders has started. The materials for the General Meeting of Shareholders provided on websites in principle will be provided in writing to theshareholders who submit the application through the designated method by the record date.
⚫
For convocation of the General Meeting of Shareholders, as provided for in the applicable Ordinance of the Ministry of Justice and in Article 16 of the
Article of Incorporation, the following documents are not included in the document provided to the shareholders who submit the application for the
documents in writing.
①
Matters on Stock Acquisition Rights②
Consolidated Statements of Shareholders' Equity③
Notes to Consolidated Financial Statements④
Non-Consolidated Statements of Shareholders' Equity⑤
Notes to Non-Consolidated Financial Statements
Therefore, the documents provided to the shareholders who submit the application for the documents in writing contain part of the documents audited by
the Audit & Supervisory Board and the Corporate Auditor in accordance with preparation of the Audit Report and the Accounting Audit Report.

-2-

Reference Materials for the General Meeting of Shareholders
Proposal No.1: Appropriation of Surplus
The Company considers returning profit to shareholders to be one of its most important management priorities. Our basic policy is tomaintain a stable level of dividends continuously, while strengthening our business operation based on a long-term perspective. Accordingly,
the Company proposes to pay a year-end dividend as follows:
Matters related to the end-year dividend:
1. Type of the dividend property
Cash
2. Matters related to allocation of the dividend property to shareholders and the total amount:
41.50 yen per share of common stock of the Company
Total amount: 893,923,612 yen
3. Effective date of distribution of the dividend
May 26, 2023

-3-

Proposal No.2 Election of Five (5) Directors who are not Audit & Supervisory Board Members
All five (5) Directors who are not Directors and Audit & Supervisory Board Members will complete their terms at the end of
this General Meeting of Shareholders. Therefore, the Company proposes the election of five (5) Directors, based on thedecision of the Audit & Supervisory Board.
If the candidates for Directors in this proposal are elected as proposed, and the candidates for Directors in proposal No.3 areelected as proposed, the Board of Directors will have nine (9) Directors including Directors and Audit & Supervisory Board
Members, and four (4) Outside Directors.
The candidates for Directors who are not Directors and Audit & Supervisory Board Members are as follows:
No

Name

Positions and Responsibility in the Company

1

Hidetoshi Masuda

Renomination

President and Representative Director

2

Ichiro Okafuji

Renomination

Representative Senior Managing Director and Senior Managing
Executive Officer (Administration)

3

Masahiko Nishimura

Renomination

Managing Director and Managing Executive Officer (Finance)

4

Saishi Kimura

Renomination

Director

5

Mitsutaka Sato

Renomination / Outside /Independent

Outside Director

Note: Positions and Responsibility in the Company are described if the candidates are elected as proposal.

No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)
May 2003
Mar 2015
Mar 2017
Mar 2017
Mar 2020
Mar 2021
Hidetoshi Masuda(Sep 27, 1963)(Renomination)

1

Mar 2021
May 2021
May 2021
Mar 2022
Mar 2022

Joined age CO., LTD., Managing Director
Director and Managing Executive Officer, age CO., LTD.
Executive Officer, (in charge of age CO., LTD.), the Company
President and Representative Director, age CO., LTD.
Director, F.D.C.Products Inc.
Managing Executive Officer (Chief Executive Secretary to President), theCompany
Chairman and Representative Director, age CO., LTD. (incumbent)
President, Representative Director and COO, the Company
Chairman and Representative Director, F.D.C.Friends Inc.
President and Representative Director, the Company (incumbent)
Chairman and Representative Director, F.D.C.Products Inc. (incumbent)

Number ofCompany
shares owned

12,900Significant Position Concurrently held:
Chairman and Representative Director, F.D.C.Products Inc.
Chairman and Representative Director, age CO., LTD.
Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as President of retail companies in YONDOSHIHOLDINGS Group (the “Group”), and was appointed to President, Representative Director and COO of the Company in 2021. Basedon his broad knowledge and experience in corporate management, he has contributed to enhancing the Group’s corporate value withhis advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it
expects him to contribute to further enhancing the Group`s corporate value.

-4-

No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)
Apr 1987
Mar 2008
May 2011
Mar 2015
Mar 2016
Mar 2018
May 2018
Mar 2019
Ichiro Okafuji(Sep12, 1964)(Renomination)

Mar 2019
Mar 2020
Mar 20222

Mar 2022
Mar 2023

Joined the Company
President and Representative Director, Yoshitake Inc. (currently ASCOT
INC.)
President and Representative Director, Misuzu Inc.
Executive Officer (in charge of Misuzu Inc.,), the Company
President and Representative Director, AS’TY INC.
Director and Managing Executive Officer, F.D.C.Products Inc.
Director and Executive Officer (in charge of F.D.C.Products Inc.,), theCompany
Director and Managing Executive Officer, (in charge ofDept. 1, F.D.C.Products Inc.), the Company
Chairman and Representative Director, F.D.C.Friends Inc.
Director and Managing Executive Officer, (In charge of Administration),
the Company
Representative Senior Managing Director and Senior Managing
Executive Officer (in charge of Administration), the Company(incumbent)
Senior Managing Director and Senior Managing Executive Officer(Administration and Business Development), F.D.C.Products Inc.
Senior Managing Director and Senior Managing Executive Officer,
F.D.C.Products Inc. (incumbent)

Number ofCompany
shares owned

22,100Significant Position Concurrently held:
Senior Managing Director and Senior Managing Executive Officer,
F.D.C.Products Inc.
Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as President of companies in the Group. Basedon his broad knowledge and experience in corporate management, he has contributed to enhancing the Group’s corporate value withhis advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it
expects him to contribute to further enhancing the Group`s corporate value.

Masahiko Nishimura(May 11, 1962)(Renomination)3

Apr 1985
Mar 2005
May 2008
Mar 2015
Mar 2015
May 2022
May 2022

Joined the Company
General Manager (in charge of Finance), the Company
Director, the Company
Director and Executive Officer (in charge of Finance), the Company
Director and Executive Officer, F.D.C.Products Inc.
Managing Director and Executive Officer, the Company (incumbent)
Managing Director and Executive Officer, F.D.C.Products Inc.
(incumbent)

21,300Significant Position Concurrently held:
Managing Director and Executive Officer, F.D.C.Products Inc.
Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as General Manager mainly in finance andaccounting. With his outstanding insight in financial improvement and advanced capital management, the Company has renominatedhim as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value.

-5-

No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)

Saishi Kimura(Sept 11, 1951)(Renomination)
4

Apr 1974
May 1992
Mar 2000
May 2001
Mar 2004
Sep 2006
Mar 2007
Mar 2007
Mar 2007
Mar 2013
Mar 2013
Mar 2018
Mar 2018
May 2020
Mar 2022

Joined the Company
Director, the Company
Representative Senior Managing Director, the Company
President and Representative Director, age CO., LTD.
Vice President and Representative Director, the Company
Vice President and Representative Director, AS’TY INC.
President and Representative Director, the Company
President and Representative Director, AS’TY INC.
Chairman and Representative Director, F.D.C.Products Inc.
Chairman and Representative Director, the Company
Chairman and Representative Director, AS’TY INC.
Chairman, Representative Director and CEO, the Company
Chairman, Representative Director and CEO, F.D.C.Products Inc.
Chairman and Representative Director, the Company
Director, the Company (incumbent)

Number ofCompany
shares owned

51,494

Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as President of companies in the Group, and was
appointed to President and Representative Director of the Company in 2007, followed by Chairman and Representative Director of theCompany. Based on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group’s
corporate value with his advanced management skill and outstanding leadership. The Company has renominated him as a candidate for
Director because it expects him to contribute to further enhancing the Group`s corporate value.
Apr 1971
Oct 2000

5Mitsutaka Sato
(Oct 3, 1948)(Renomination /Outside /Independent)

May 2001
Jun 2001
Jun 2006
Apr 2017
Jun 2017
May 2018

Joined The Mitsui Bank., Ltd. (currently Sumitomo Mitsui Banking
Corporation)
General Manager (in charge of Kanda Corporate Sales Dept.1),
The Sakura Bank., Limited (currently Sumitomo Mitsui Banking
Corporation)
General Manager (associate with Metropolitan Area Headquarter),
Kyoritsu Maintenance Co., Ltd.
Director, Kyoritsu Maintenance Co., Ltd.
President and Representative Director, Kyoritsu Maintenance Co., Ltd.
Director and Corporate Adviser, Kyoritsu Maintenance Co., Ltd.
Corporate Adviser, Kyoritsu Maintenance Co., Ltd.
Outside Director, the Company (incumbent)-

Reasons for nomination as a candidate for Outside Director and summary of expected roles:
The candidate has extensive experience in corporate management based on his many years of experience in his career. With his
extensive experience and broad knowledge in corporate management, the Company has renominated him as a candidate for Director
because it expects him to contribute to further enhancing the Company’s governance by supervising other Directors from an
independent standpoint of Outside Director, and to enhance decision making process and supervising function in Board of Directors.
Notes
1. There are no particular relationships of interest with any of the other candidates and the Company.
2. Mr. Mitsutaka Sato is a candidate for Outside Director. The Company has reported to the Tokyo Stock Exchange, Inc. that he is an Independent
Director as set forth in the Regulation of the Tokyo Stock Exchange and in the Regulation of the Company.
The Company will continue the above report if he is elected and assumed office as Outside Director.
3. Mr. Mitsutaka Sato is Outside Director incumbent and will complete his term at the end of this General Meeting of Shareholders. The term of his
office will be 5 years at the end of this General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into agreements for limitation of
liability with Directors who are not Officers. The Directors shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of
Article of Incorporation. The Company has entered into agreements with Mr. Saishi Kimura and Mr. Mitsutaka Sato and if they are reelected andassumed office as Director, the agreements shall remain in effect.
5. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph
3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable fora result of their action or if they receive a claim for the liability of the result of their action.
The candidates will be included among the insured parties under the contract. Moreover, the contract will be renewed under the same terms at thetime of the next renewal.

-6-Proposal No.3: Election of One (1) Director and Audit & Supervisory Board Member
One (1) Director, Mr. Masahiro Dakeshita, who is an Audit & Supervisory Board Member, will complete his term at the end of
this General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) Director.
In nominating the Director and Audit & Supervisory Board Member, the Company’s Board of Directors has made the decision
based on the report by the Nomination Advisory Board. As for this Proposal, it has received approval from the Audit &Supervisory Board. Furthermore, after consideration by each Director and Audit & Supervisory Board Member, no significant
comment on the Proposal has been made.
The candidate for Director and Audit & Supervisory Board Member is as follows:No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)
Apr 1985
Apr 2009
May 2012

Masahiro Dakeshita(Aug 6, 1962)(Renomination)1

Feb 2018
Mar 2018
Mar 2019
Mar 2021
May 2021
May 2021

Joined The Mitsui Bank, Ltd (currently Sumitomo Mitsui Banking
Corporation)
General Manager, Corporate Business Planning Office, SMBC Friend
Securities Co., Ltd. (currently SMBC Nikko Securities Co., Ltd.)
General Manager, Tokyo Corporate Dept., SMBC Friend Securities Co.,
Ltd.
Joined the Company
Executive Officer and General Manager of Corporate Planning Office,
the Company
Executive Officer of Administration, the Company
Executive Officer and General Manager of Audit Office, the Company
Executive Officer and Full-time Audit & Supervisory Board Member(incumbent)
Audit & Supervisory Board Member, F.D.C. Products Inc. (incumbent)

Number ofCompany
shares owned

3,840

Significant position concurrently held:
Audit & Supervisory Board Member, F.D.C. Products Inc.
Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:
The candidate has extensive experience and achievement serving in financial institutions, and has contributed to the enhancement of
the Group’s corporate value as head of operations at the Company. The Company has renominated him as a candidate for Director and
Audit & Supervisory Board Member because it has determined him to be a human resource who can contribute to the enhancement of
the Company’s governance, based on his abundant experience and insight.

Notes
1.
2.

3.

There are no particular relationships of interest between the candidate and the Company.
Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into agreements for limitation of
liability with Directors who are not Officers. The Company has entered into an agreement with Mr. Masahiro Dakeshita and if he is reelected andassumes office as Director, the agreement shall remain in effect. Furthermore, the Director shall be liable to the limit of minimum liability set forthin Article 425, Paragraph 1 of the Article of Incorporation.
The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph
3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable fora result of their action or if they receive a claim for the liability of the result of their action. The candidate for Director and Audit & Supervisory
Board Member will be included among the insured parties under the contract. Moreover, the contract will be renewed under the same terms at thetime of the next renewal.

-7-

<Reference> Independence Standards and Qualification for Outside Directors
Pursuant to Independence Standards set forth by Financial Instruments Exchange, Outside Directors or candidates for Outside
Directors are considered as independent if none of the below applies to them.
The Standards shall be amended or abolished by the resolution of the Board of Directors.
① A person executing business for the Company or a subsidiary of the Company (Note 1)② A party for which the Company is a major client, or if the party is a company, a person who executes business for thecompany (Note 2)③ A party that is a major client of the Company, or if the party is a company, a person who executes business for thecompany (Note 3)④ A major shareholder of the Company, or if the shareholder is a company, a person who executes business for the company(holding either directly or indirectly 10% or more of the total number of the voting rights of the Company)⑤ A company of which the Company is a major shareholder, holding either directly or indirectly 10% or more of the total
number of the voting rights of the company, or a person who executes business for the company⑥ A member of audit company who is the Company`s Corporate Auditor⑦ A legal specialist such as attorney, accounting specialist such as certified public accountant, certified public tax
accountant, or a consultant, etc., who has received a significant amount of money or other assets from the Company otherthan remuneration⑧ A member of organization including law office, audit firm, tax accounting firm, consulting firm, or union etc. which hasreceived a significant amount of money or other assets from the Company (Note 4)⑨ A person to whom any of the above ② to ⑧ have applied within the past three years⑩ A spouse or a relative within the second degree of those who are in significant position, and to whom any of the above ①
to ⑨ applies (Note 5)⑪ A person possibly in conflict of interest to general shareholders even if none of the above ① to ⑩ are applied

Notes
1. “A person executing business” includes director, corporate officer, executive officer, officer executing the duties, commissioner, or equivalent position incompanies or organizations, etc. and who has been a member of the Group even once.
2. “A party for which the Company is a major client” means the one who received from the Group the payment equivalent to 2% or more of its consolidated
sales amount in most recent fiscal year.
3. “A party that is a major client of the Company” means the one who made to the Group the payment equivalent to 2% or more of the Company’s
consolidated sales amount in most recent fiscal year.
4. “A significant amount of money” shall be equivalent to 10 million yen or more annually as individual, or 2% or more of its consolidated sales amount as
a company or other organization.
5. A person in “significant position” includes director (excluding outside director), auditor (excluding outside auditor), executive officer, general manager
or higher. In terms of a member of law office, audit corporation, etc. a person in “significant position” includes including Attorney, Certified Public Tax
Accountant, etc. with professional qualification.

-8-

<Reference> Skill Matrix〇

Masahiko NishimuraManaging Director〇

Saishi Kimura

Director〇

Mitsutaka Sato

Outside Director〇

Masahiro Dakeshita

Directors and Audit &Supervisory Board
Members

Toyomasa Akiyama
Nobuko Kitagawa

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Naoki Kodama

Outside Directors andAudit & Supervisory
Board Members〇

Akihiro Takiguchi

Executive Officer〇

Hiroshi Arai

Executive Officer〇

Hisashi Nakano

Executive Officer〇

Kazumasa Fukuhara

Executive Officer

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Note: Positions and Responsibility in the Company are described if the candidates are elected as proposal.

-9-

〇

〇

〇

Outside Directors andAudit & Supervisory
Board Members
Outside Directors andAudit & Supervisory
Board Members

7 CSR / ESG

Representative Senior
Managing Director〇

6 Digital / IT

Ichiro Okafuji

5 Human Resources
Management〇

4 Finance / Accounting /M&A

President andRepresentative
Director

3 Legal Risk Management

Hidetoshi Masuda

2-3 Industry Experience(Retail)

Status in the Company

2-2 Industry Experience(Global)Name

2-1 Industry Experience(Brand)1 Corporate Management /Strategy Planning

Skills and Experience expected by the Company〇