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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Code: 3975
March 13, 2018
To Shareholders with Voting Rights:
Hiroaki Yoshida
Representative Director, Chairman & CEO
Yasuhito Nakae
Representative Director, President & COO
AOI TYO Holdings Inc.
1-27-6, Shirokane Minato-ku, TokyoNOTICE OF
THE 1ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 1st Annual General Meeting of Shareholders of AOI TYO Holdings
Inc. (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 by either of the methods
described on the following page. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m. Japan time on Tuesday, March 27, 2018.
1. Date and Time:

10:00 a.m. Wednesday, March 28, 2018

2. Venue:

Event hall on B2 floor of BELLESALLE Tokyo Nihonbashi,Tokyo Nihonbashi Tower, 2-7-1, Nihonbashi, Chuo-ku, Tokyo

3. Agenda of the meeting:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for the Company’s 1st
Fiscal Year (January 1, 2017 to December 31, 2017) and results of audits by
the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 1st Fiscal Year
(January 4, 2017 to December 31, 2017)
Matters for approval:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 4:
Determination of the Amount of Compensation for Directors (excluding
Directors who are Audit and Supervisory Committee Members)
Proposal 5:
Determination of the Amount of Compensation for Directors who are Audit andSupervisory Committee Members
Proposal 6:
Introduction of Performance-linked Stock Compensation System for Directors(excluding Directors who are Audit and Supervisory Committee Members andOutside Directors)-1-Requests to shareholdersz When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
z “Matters concerning Subscription Rights to Shares,” “Status of Accounting Auditor” and “Systems andPolicies of the Company” in the Business Report, “Consolidated Statements of Changes in Equity” and“Notes to the Consolidated Financial Statements” as well as “Non-consolidated Statements of Changes
in Equity” and “Notes to the Non-consolidated Financial Statements” are posted on the Company’s
website (http://aoityo.com/ja/index.html) in accordance with laws and regulations as well as Article 18of the Articles of Incorporation of the Company, and are therefore not provided in this convocation
notice. The appendix attached to this convocation notice is part of the documents that were audited by
the Audit and Supervisory Committee and Accounting Auditor in preparing audit reports.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Nonconsolidated Financial Statements and Consolidated Financial Statements require revisions, the revised
versions will be posted on the Company’s website (http://aoityo.com/ja/index.html).

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Reference Documents for the General Meeting of Shareholders
Proposals and References

Proposal 1: Appropriation of Surplus
The Company positions the return of profits to its shareholders as one of its management priorities.
Taking into consideration the enhancement of internal reserves necessary for future business development
and reinforcement of the management structure, the dividend payout is proposed as follows.
1. Type of dividend property:
Cash
2. Matters related to the allocation of the dividend property and the total amount thereof:
22 yen per common share of the Company, for a total of 530,097,040 yen.
Combined with the interim dividend, the annual dividend will be 30 yen per share.
3. Effective date of the dividend of surplus:
March 29, 2018-3-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments(1) In line with the relocation of the head office with an aim to integrate the administrative divisions of
the group companies into the Company for further efficiency and rationalization in management, itis proposed that the location of the head office set forth in Article 3 (Location of Head Office) of
the current Articles of Incorporation be amended from Minato-ku, Tokyo to Shinagawa-ku, Tokyo.
(2) In addition, in order to lay the groundwork for the extension of future business development andthe strengthening of the management system, it is proposed that the maximum number of Directors(excluding Directors who are Audit and Supervisory Committee Members) set forth in Article 21(Number of Directors), Paragraph 1 of the current Articles of Incorporation be amended from four(4) to ten (10).
2. Details of the amendments
The details of the amendments are as described below.
(Underlined parts indicate changes.)
Proposed amendments
Chapter 1 General Provisions

Current Articles of Incorporation
Chapter 1 General Provisions

Article 3 (Location of Head Office)
Article 3 (Location of Head Office)The head office of the Company shall be located in The head office of the Company shall be located in
Shinagawa-ku, Tokyo.
Minato-ku, Tokyo.
Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

Article 21 (Number of Directors)
Article 21 (Number of Directors)
The number of Directors of the Company The number of Directors of the Company(excluding Directors who are Audit and Supervisory (excluding Directors who are Audit and Supervisory
Committee Members) shall not exceed four (4).
Committee Members) shall not exceed ten (10).
2. The number of Directors who are Audit and 2. (same as current)
Supervisory Committee Members of the Company
shall not exceed four (4).

-4-Proposal 3:

Election of Four (4) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The term of office of all four (4) Directors (excluding Directors who are Audit and Supervisory
Committee Members, hereinafter the same in this proposal) will expire at the conclusion of this General
Meeting of Shareholders.
Accordingly, the election of four (4) Directors is proposed.
The candidates for Director are as follows.

1

Name
Hiroaki Yoshida

Date of birthAugust 22, 1949

Reappointed

Career summary, positions and responsibilities at the Company and significant concurrent positions
March

1975

April
January
January

1982
2017
2018

Joined Nihon Tennenshoku Eiga K.K.
Founded TYO Inc.; Representative Director and President
Representative Director of the Company
Representative Director, Chairman & CEO of the Company (current position)

Number of shares of the Company held:
204,025 shares
Attendance at the Board of Directors’ meetings:
100% (12 out of 12 meetings)
Reasons for election as candidate for Director
Since founding TYO Inc. in April 1982, Mr. Hiroaki Yoshida has led the TYO Group for 34 years as
Representative Director, and developed the TYO Group into one of the leading enterprise groups in theadvertising production industry, by responding appropriately to changes in the business environment on theadvertising production industry. As a result of him fulfilling his duties and responsibilities as Representative
Director properly based on his insight and experience, the Company achieved favorable business performancefor the fiscal year under review, exceeding the initial forecast. In addition, he is playing a leading role in theindustry and is actively considering new business opportunities. Based on the above, the Company has judgedthat he is capable of making further contributions to its growth and requests his reappointment.

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Name
Yasuhito Nakae

2

Date of birth
April 28, 1967

Reappointed

Career summary, positions and responsibilities at the Company and significant concurrent positions
April

1991

July
June
June
February
February
June
January
January

2006
2008
2010
2015
2015
2016
2017
2018

Joined Aoi Advertising Promotion Inc. (currently AOI Pro. Inc.)
Executive Officer of AOI Pro. Inc.
Senior Executive Officer and Division President of 1st Production Division of AOI Pro. Inc.
Managing Director of AOI Pro. Inc.
Representative Director and President of AOI Pro. Inc.
Group CEO of AOI Pro. Inc.
Representative Director, President and Executive Officer of AOI Pro. Inc. (current position)
Representative Director of the Company
Representative Director, President & COO of the Company (current position)

Number of shares of the Company held:
27,600 shares
Attendance at the Board of Directors’ meetings:
100% (12 out of 12 meetings)
Reasons for election as candidate for Director
Since joining Aoi Advertising Promotion Inc. (currently AOI Pro. Inc.) in April 1991, Mr. Yasuhito Nakae has
contributed to the growth of said company by leading the AOI Pro. Group as Representative Director of AOIPro. Inc. from February 2015, based on his insight and experience gained through his years of engagement on
the front lines of advertising production. As a result of him fulfilling the duties and responsibilities ofRepresentative Director properly based on his insight and experience, the Company achieved favorable
business performance for the fiscal year under review, exceeding the initial forecast. In addition, he is actively
pushing ahead with measures including development of new businesses and investment in major funds. Basedon the above, the Company has judged that he is capable of making further contributions to its growth andrequests his reappointment.

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Name
Satoshi Yuzurihara

3

Date of birthJune 2, 1965

Reappointed

Career summary, positions and responsibilities at the Company and significant concurrent positions
April

1988

April
January

2008
2010

2010
June
2011
April
2013
April
2014
April
April
2014
May
2014
December 2014
February 2015
June
2016
January

2017

Joined The Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.)
Deputy General Manager of Group Strategy Department of Mizuho Financial Group, Inc.
Joined Aoi Advertising Promotion Inc. (currently AOI Pro. Inc.) as Executive Officer andDivision President of Finance Division
Director of AOI Pro. Inc.
Managing Director of AOI Pro. Inc.
Representative Director of Beijing Kuiyou Advertising Ltd. (current position)
Senior Managing Director of AOI Pro. Inc.
Group CFO of AOI Pro. Inc.
Director of Hollyhock Inc. (current position)
Representative and Senior Managing Director of AOI Pro. Inc.
Representative Director and Vice President of AOI Pro. Inc.
Representative Director, Vice President and Executive Officer of AOI Pro. Inc. (current
position)
Executive Director of the Company (current position)

Number of shares of the Company held:
16,700 shares
Attendance at the Board of Directors’ meetings:
100% (12 out of 12 meetings)
Reasons for election as candidate for Director
With an abundance of business experience in financial institutions, Mr. Satoshi Yuzurihara has expertise incorporate finance and accounting and has extensive knowledge regarding overall corporate management. He
has been engaged in financial planning and management of the AOI Pro. Group as Senior Managing Director
and Group CFO of AOI Pro. Inc. from April 2014, and as Representative Director and Vice President fromFebruary 2015, fulfilling his respective duties and responsibilities properly. At the Company, he is pushingahead with measures concerning financial strategies and planning, as well as investor relations by utilizing his
insight and experience, thereby supporting the favorable business performance of the Company for the fiscal
year under review. Based on the above, the Company has judged that he is capable of making further
contributions to its growth and requests his reappointment.

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Name
Hiroaki Uekubo

4Date of birthJanuary 1, 1970

Reappointed

Career summary, positions and responsibilities at the Company and significant concurrent positions
April

1992

Joined The Fuji Bank, Ltd. (current Mizuho Bank, Ltd.)

June

2002

Joined TYO Inc.

July

2005

General Manager of Corporate Planning Department of TYO Inc.

August2007

Director and Division President of Corporate Strategy Headquarters of TYO Inc.

July

2010

Executive Director and Division President of Corporate Strategy Headquarters of TYO Inc.

OctoberJanuary

2016
2017

Representative Director and Vice President of TYO Inc. (current position)
Managing Director of the Company (current position)

Number of shares of the Company held:
34,650 shares
Attendance at the Board of Directors’ meetings:
100% (12 out of 12 meetings)
Reasons for election as candidate for Director
With an abundance of business experience in financial institutions, Mr. Hiroaki Uekubo has expertise incorporate finance and accounting and has extensive knowledge regarding overall corporate management. As
Representative Director and Vice President of TYO Inc. from October 2016, he has been engaged in overallmanagement of the TYO Group, fulfilling his respective duties and responsibilities properly. At the Company,
he is pushing ahead with management measures including creation of new business opportunities and formationof alliances with other companies, as well as measures related to personnel and administrative affairs by
utilizing such insight and experience, thereby supporting the favorable business performance of the Company
for the fiscal year under review. Based on the above, the Company has judged that he is capable of making
further contributions to its growth and requests his reappointment.
(Note) There are no relationship of special interests between each candidate and the Company.

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Proposal 4:

Determination of the Amount of Compensation for Directors (excluding Directors who are
Audit and Supervisory Committee Members)

In Article 2, Paragraph 1 of the Supplementary Provisions of the Articles of Incorporation of theCompany, it is stipulated that the amount of compensation, etc. for Directors of the Company (excluding
Directors who are Audit and Supervisory Committee Members) be 200 million yen or less per year, but
this pertains to the period from the date of the establishment of the Company until the conclusion of the
1st Annual General Meeting of Shareholders. Accordingly, the Company requests shareholders’ approval
once again in regard to the amount of compensation, etc. for Directors of the Company (excluding
Directors who are Audit and Supervisory Committee Members) after the conclusion of this Annual
General Meeting of Shareholders.
The Company proposes that the amount of compensation, etc. for Directors of the Company(excluding Directors who are Audit and Supervisory Committee Members) after the conclusion of thisAnnual General Meeting of Shareholders be 500 million yen or less per year, taking into consideration
various factors including the status of the Company’s management structure, the fact that the maximum
number of Directors (excluding Directors who are Audit and Supervisory Committee Members) will beten (10) if Proposal 2 is approved, and economic trends.
At present, the number of Directors (excluding Directors who are Audit and Supervisory Committee
Members) is four (4).

Proposal 5:

Determination of the Amount of Compensation for Directors who are Audit and Supervisory
Committee Members

In Article 2, Paragraph 2 of the Supplementary Provisions of the Articles of Incorporation of theCompany, it is stipulated that the amount of compensation, etc. for Directors of the Company who are
Audit and Supervisory Committee Members be 50 million yen or less per year, but this pertains to theperiod from the date of the establishment of the Company until the conclusion of the 1st Annual General
Meeting of Shareholders. Accordingly, the Company requests shareholders’ approval once again in regard
to the amount of compensation, etc. for Directors of the Company who are Audit and Supervisory
Committee Members after the conclusion of this Annual General Meeting of Shareholders.
The Company proposes that the amount of compensation, etc. for Directors of the Company who are
Audit and Supervisory Committee Members after the conclusion of this Annual General Meeting of
Shareholders be 50 million yen or less per year, taking into consideration various factors including thestatus of the Company’s management structure and economic trends.
At present, the number of Directors who are Audit and Supervisory Committee Members is four (4).

Proposal 6:

Introduction of Performance-linked Stock Compensation Plan for Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors)

1. Reason for the Proposal
In this proposal, the Company requests shareholders’ approval regarding the introduction of a new“Board Benefit Trust (BBT)” performance-linked stock compensation Plan (hereinafter referred to as the“Plan”) for Directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors; hereinafter the same applies) and Directors of subsidiaries of theCompany (refers to AOI Pro. Inc. and TYO Inc.; hereinafter these subsidiaries are collectively referred toas “subsidiaries of the Company”) (excluding Directors who are not Business Execution Directors;
hereinafter, together with Directors of the Company, referred to as “Eligible Directors”).
In this proposal, through the introduction of the Plan, the Company intends to clarify the relationshipbetween the compensation of Eligible Directors and the business performance and share value of theGroup, and increase Eligible Directors’ awareness of contributing to enhancing the medium- to long-termbusiness performance of the Group and maximizing corporate value, by ensuring they share withshareholders not only the merits of an increase in the share value but also the risks of a decline in theshare value.
In this proposal, the Company requests shareholders’ approval for the amount of compensation, etc. forpaying new stock compensation to Directors of the Company within the framework described in Item 2.
below, separately from the amount of compensation for Directors (excluding Directors who are Audit andSupervisory Committee Members) that the Company seeks approval in Proposal 4. Furthermore, theCompany requests that the details of the Plan be left to the discretion of the Board of Directors, within theframework described in Item 2. below.
-9-At present, the number of Directors of the Company who shall be eligible for the Plan is four (4).
2. Amount of compensation, etc. under the Plan and referential information(1) Overview of the Plan
The Plan is a performance-linked stock compensation system under which the Company’s shares
will be acquired through a trust (hereinafter referred to as the “Trust”) using money contributed by
the Company (the Company plans to establish the Trust through the transfer of the position of
entrustor of the trust established by AOI Pro. Inc. (hereinafter referred to as “AOI Pro.”) on
September 1, 2015 (hereinafter referred to as the “Pre-succession Trust”), and pay a certain settlement
amount to AOI Pro. in line with the transfer of the position of entrustor), and the Company’s sharesand money equivalent to the market value of the Company’s shares (hereinafter referred to as the“Company’s shares, etc.”) will be delivered to Eligible Directors through the Trust in accordance with
the Officer Stock Benefit Regulations established by the Company and subsidiaries of the Company.
Eligible Directors will receive delivery of the Company’s shares, etc., in principle, upon theirretirement from office.
(2) Persons eligible for the Plan
Eligible Directors (Directors of the Company who are Audit and Supervisory Committee Members
and Outside Directors, and Directors of subsidiaries of the Company who are not Business Execution
Directors are not eligible for the Plan.)(3) Trust period
From May 2018 (planned) until the end of the Trust (with regard to the trust period of the Trust,the Trust shall continue without determining a specific expiration date as long as the Plan continues.
The Plan shall end if the Company’s shares are delisted or the Officer Stock Benefit Regulations are
discontinued, etc.)(4) Amount to be entrusted (amount of compensation, etc.)
Contingent upon the approval of this proposal, the Company will introduce the Plan to cover thefour consecutive applicable service periods from the applicable service period corresponding to thefiscal year ending December 31, 2018 (for any given fiscal year, the applicable service period refers
to the period from the date of the Annual General Meeting of Shareholders pertaining to the fiscal
year before the relevant fiscal year, until the day before the Annual General Meeting of Shareholders
pertaining to the relevant fiscal year; hereinafter the same applies) until the applicable service period
corresponding to the fiscal year ending December 31, 2021 (hereinafter, this period is referred to as
the “Initial Applicable Period,” and the Initial Applicable Period and each period consisting of four
consecutive applicable service periods starting after the Initial Applicable Period are each referred toas an “Applicable Period”) and each subsequent Applicable Period, and the Company shall pay thefollowing money to AOI Pro. as a settlement fee, in line with the transfer of the position of entrustorof the Pre-succession Trust, in addition to contributing it to the Trust, as funds for the Trust to acquire
the Company’s shares, in order to deliver the Company’s shares, etc. to Eligible Directors.
First, in May 2018 (planned), the Company shall inherit the position of entrustor of the Presuccession Trust from AOI Pro. As a settlement fee, the Company intends to pay a certain amount to
AOI Pro. In addition, as the necessary funds for the Initial Applicable Period, the Company shallcontribute funds to the Trust up to a maximum of 540 million yen including the settlement fee(including 180 million yen as the portion for Directors of the Company).
In addition, even after the Initial Applicable Period has passed, the Company shall make additional
contributions to the Trust up to a maximum of 540 million yen (including 180 million yen as the
portion for Directors of the Company), in principle, for each Applicable Period until the Plan ends.
However, when making these additional contributions, if there are shares in the Company (excluding
those that correspond to points granted to Eligible Directors for any preceding the Applicable Period
and have not yet been delivered to the Eligible Directors) and money remaining in the trust assets(“Remaining Shares, etc.”), the maximum total amount of the Remaining Shares, etc. (for theCompany’s shares, this shall be the book value on the final day of the immediately preceding
Applicable Period), and any additional contributions shall be 540 million yen (including 180 million
yen as the portion for Directors of the Company).
(5) Method of acquiring the Company’s shares and number of shares to be acquired
In addition to the Company’s shares remaining in the Pre-succession Trust when the position of
entrustor is transferred to the Company, the Trust shall also acquire the Company’s shares through thestock market or disposal of treasury stock by the Company, using the funds contributed as described- 10 -

in Item (4) above.
For the Initial Applicable Period, up to 700,000 shares shall be acquired soon after theestablishment of the Trust, including shares in the Company remaining in the Pre-succession Trustwhen the position of entrustor is transferred to the Company.
(6) Method of calculating the number of the Company’s shares, etc. to be delivered to Eligible
Directors
Eligible Directors shall be granted a number of points for each Applicable Service Period
determined in consideration of his or her rank, consolidated EBITDA, and consolidated ROE in therelevant fiscal year, based on the Officer Stock Benefit Regulations.
With regard to points granted to Eligible Directors, one point shall be converted into one share ofcommon stock in the Company when the Company’s shares, etc. are delivered as described in Item(7) below (however, with regard to the Company’s shares after this proposal is approved, in the eventof a stock split, gratis allotment of shares, or reverse stock split, etc., a reasonable adjustment shall be
made, in accordance with the ratio thereof, to the maximum number of points, the number of points
already granted, or the conversion ratio).
The number of points of an Eligible Director that serves as the basis for calculating the number of
the Company’s shares, etc. to be delivered as described in Item (7) below shall be, in principle, thenumber of points granted to the Eligible Director up to the time of his or her retirement (hereinafter,
the number of points calculated in this way shall be referred as the “Final Number of Points”).
(7) Delivery of the Company’s shares, etc.
If an Eligible Director retires and he or she fulfills the conditions for beneficiaries set forth in the
Officer Stock Benefit Regulations, then after his or her retirement, the Eligible Director shall bedelivered a number of the Company’s shares corresponding to his or her Final Number of Points
determined as described in Item (6) above from the Trust, in principle. However, if the conditions set
forth in the Officer Stock Benefit Regulations are fulfilled, then a certain proportion may be paid asmoney converted at an amount equivalent to the market value of the Company’s shares, instead ofdelivery of the Company’s shares. Furthermore, in order to make a monetary payment, theCompany’s shares may be sold by the Trust.
(8) Exercise of voting rights
Voting rights pertaining to the Company’s shares held in the Trust shall not be exercised, as a rule,
pursuant to the instructions of the trust administrator. In this way, neutrality toward the managementof the Company shall be ensured concerning the exercise of voting rights pertaining to the Company’s
shares held in the Trust.
(9) Dividends
Dividends pertaining to the Company’s shares held in the Trust shall be received by the Trust andbe used as acquisition funds for the Company’s shares, trust fees for the trustee of the Trust, etc. If theTrust ends, dividends, etc. remaining in the Trust shall be divided and paid to Eligible Directors in
office at that time, in accordance with their respective number of points held.
(10) End of the Trust
The Trust shall end in the event that the Company’s shares are delisted or the Officer Stock
Benefit Regulations are discontinued, etc.
All the Company’s shares in the Trust’s remaining assets when the Trust ends shall be acquired by
the Company, without consideration, and cancelled by resolution of the Board of Directors. Money in
the Trust’s remaining assets when the Trust ends shall be paid to the Company, after deducting money
to be paid to Eligible Directors as described in Item (9) above.

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1) The Company and subsidiaries of the Company shall establish Officer Stock Benefit Regulations
within the scope of the framework approved in this proposal and proposals for compensation ofsubsidiaries of the Company.
2) The position of entrustor of the Pre-succession Trust shall be transferred to the Company, and theCompany shall entrust money to the Trust, within the scope approved in this Proposal.
3) In addition to the Company’s shares remaining in the Pre-succession Trust when the position of
entrustor is transferred to the Company, the Trust shall also acquire the Company’s shares through thestock market or disposal of treasury stock by the Company, using the money entrusted in the above
item 2) as funds.
4) The Company and subsidiaries of the Company shall grant points to Eligible Directors based on the
Officer Stock Benefit Regulations.
5) The Trust shall not exercise voting rights pertaining to the Company’s shares held in the Trust, in
accordance with the instructions of the trust administrator, who shall be independent from theCompany.
6) The Trust shall deliver the Company’s shares to retired Eligible Directors who fulfill the conditions
for beneficiaries set forth in the Officer Stock Benefit Regulations (“beneficiaries”), in accordancewith the number of points granted to the beneficiary. However, if the Eligible Director fulfills theconditions set forth in the Officer Stock Benefit Regulations, then, for a certain proportion of points,
an amount of money equivalent to the market value of the Company’s shares may be paid.

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