Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. AOI TYO Holdings
Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from thetranslation.
Stock Code: 3975
March 11, 2020
To Shareholders with Voting Rights:
Hiroaki Yoshida
Representative Director, Chairman & CEO
Yasuhito Nakae
Representative Director, President & COO
AOI TYO Holdings Inc.
1-5-1, Osaki, Shinagawa-ku, Tokyo

Convocation Notice of the Third Ordinary General Meeting ofShareholders of AOI TYO Holdings Inc.
Dear Shareholder,AOI TYO Holdings Inc. hereby cordially requests your attendance at its third ordinary general meeting of shareholders to beconvened as described below.
If you are unable to attend, you may exercise your voting rights according to one of the methods provided on the following
pages. Please take the time to read the general meeting of shareholders reference materials and exercise your voting rights by
5:30 PM on Wednesday, March 25, 2020 (Japan Time).
Meeting Details:
1. Date and Time

10:00 AM, Thursday, March 26, 2020

2. Venue

Function room Yamabuki on 4F of Palace Hotel Tokyo
1-1-1 Marunouchi, Chiyoda-ku, Tokyo

3. Agenda

Matters toReport

1. Report on the AOI TYO Holdings Inc. Period 3 (January 1, 2019 through December 31,2019) business report, consolidated financial statements, and results of consolidated
financial statement audits conducted by the independent financial statement auditor andthe AOI TYO Holdings Audit and Supervisory Committee
2. Report on details of Period 3 financial statements (January 1, 2019 through December31, 2019)

Matters forResolution

Item 1: Appropriation of Retained Earnings
Item 2: Election of Three (3) Directors (Excluding Directors Serving as Members of theAudit and Supervisory Committee)

Notice to Shareholders

If you are attending the meeting of shareholders in person, please bring the enclosed voting form to present at theregistration desk.

-1-

AOI TYO Holdings Inc. has published the following information on the Company’s website (http://aoityo.com/) as
provided by law and Article 18 of the Company’s articles of incorporation. Accordingly, the informationreferenced below is not included in this convocation notice:・Matters related to subscription rights to company stock, status of independent financial statement auditor audit,and company systems and policies from the Company’s business report・Statement of changes in shareholders’ equity and notes to consolidated financial statements from theCompany’s consolidated financial statements
・Statement of changes in shareholders’ equity and notes to non-consolidated financial statements from theCompany’s non-consolidated financial statements.
Documents attached to this convocation notice reflect a portion of those items audited by the Company’s Audit andSupervisory Committee and the independent financial statement auditor when preparing their respective audit
reports.
Further, if corrections to general meeting of shareholders reference materials, business reports, financial statements,
or consolidated financial statements are necessary, corrected information will be posted to the AOI TYO Holdings
corporate website (http://aoityo.com/en/index.html).

Souvenirs will not be provided to those attending the ordinary general meeting of shareholders. We appreciate yourunderstanding.

The Company will implement the following measures at the venue to prevent the infection and spread of the novel
coronavirus.
・The registration desk staff will be wearing masks.
・Bottles of alcohol disinfectant will be available at several points including near the entrance to the venue.
When entering the venue, please spray your hands with the disinfectant.
・If you are not feeling well, please contact the registration desk staff.
We appreciate your understanding.

-2-General Meeting of Shareholders Reference Materials
Agenda and Reference Documents
Item 1

Appropriation of Retained Earnings

AOI TYO Holdings believes that returning profits to its shareholders is an important management concern. Therefore, theCompany has made the following decision in consideration of securing sufficient internal reserves necessary for expanding
its business in the future and strengthening the Company’s business infrastructure.
(1) Nature of Asset Distributed as Dividend
Cash(2) Matters Related to Asset Distributed as Dividend and Total Amount Distributed
Per share of common stock of AOI TYO Holdings Inc.

JPY12Total amount

JPY286,509,396

The annual dividend amount is JPY20 per share, including interim dividends.
(3) Effective Date of Allocation of Retained Earnings
March 27, 2020-3-Item 2Election of Three (3) Directors (Excluding Directors Serving as Members of theAudit and Supervisory Committee)

As of the conclusion of this ordinary general meeting of shareholders, all three (3) directors (excluding directors serving asmembers of the Audit and Supervisory Committee, hereinafter the same in this proposal) will reach the end of their terms ofoffice.
Accordingly, we propose the election of three (3) directors.
Our proposed candidates for director are as described below.

1

Yasuhito Nakae(DOB: April 28, 1967)

ReElection

Career Background, Positions Held Within the Company, Important Concurrent Positions
1991

April

Joined Aoi Advertising Promotion Inc. (currently AOI Pro. Inc.)

2006

July

Named executive officer

2008

June

2010

June

Named senior executive officer and general manager, Production
Division
Named managing director

No. of Shares Owned

2015

February

Named representative director & president

32,100 shares

2017

January

Named representative director, AOI TYO Holdings Inc.

Board of Director MeetingAttendance Record

2018

January

Named representative director, president & COO (current position)

2019

March2019

April

Named vice chair, Special Olympics Nippon Foundation (currentposition)
Named external director, TSUNAGU GROUP HOLDINGS Inc.
(current position)

100 percent (13 of 13meetings)

Reasons for Nomination as Candidate for Director
Mr. Yasuhito Nakae has served as representative director of the AOI TYO Holdings Groupsince its founding, leveraging his experience in leading AOI Pro. Inc. and its Groupcompanies. He has established an overwhelming position of the Group within the video
advertising market by pursuing high-quality images, and actively promoted alliances as wellas investments in the peripheral solutions business extended from video production. Based on
the preceding, we believe Mr. Nakae will continue to contribute to the growth of AOI TYOHoldings.

-4-

2

Satoshi Yuzurihara(DOB: June 2, 1965)

ReElection

Career Background, Positions Held Within the Company, Important Concurrent Positions

No. of Shares Owned

19,200 shares
Board of Director Meeting
Attendance Record

100 percent (13 of 13meetings)

1988

April

Joined Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.)

2008

April

2010

January

2010

June

Named deputy general manager, Group Strategy Division, Mizuho
Financial Group, Inc.
Joined Aoi Advertising Promotion Inc. (currently AOI Pro. Inc.),
named executive officer and general manager, Finance Department
Named director

2011

April

Named managing director

2014

April

Named executive director

2014

December Named representative director

2015

February

Named representative director & vice president (current position)

2017

January

Named executive director, AOI TYO Holdings Inc.

2019March

Named executive director & CFO (current position)

Reasons for Nomination as Candidate for Director
Mr. Satoshi Yuzurihara has served as executive director of the AOI TYO Holdings Groupsince its founding, leveraging his experience at financial institutions and as representative
director and vice president of AOI Pro. Inc. He has been in charge of the Financial &Accounting Department, and has accomplished his duties and responsibilities. Based on thepreceding, we believe Mr. Yuzurihara will continue to contribute to the growth of AOI TYOHoldings.

-5-3

Hiroaki Uekubo(DOB: January 1, 1970)

ReElection

Career Background, Positions Held Within the Company, Important Concurrent Positions

No. of Shares Owned

27,320 shares
Board of Director Meeting
Attendance Record

92.3 percent (12 of 13meetings)

1992

April

Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.)

2002

June

Joined TYO Inc.

2005

July

Named general manager, Business Planning Department

2007

AugustNamed director and general manager, Business Strategy Division

2010

July

2016

October

Named managing director and general manager, Business StrategyDivision
Named representative director & vice president (current position)

2017

January

Named managing director, AOI TYO Holdings Inc. (current position)

Reasons for Nomination as Candidate for Director
Mr. Hiroaki Uekubo has served as managing director of the AOI TYO Holdings Group since its
founding, leveraging his experience at financial institutions and as representative director &vice president of TYO Inc. He has been in charge of the Corporate Planning Department, theBusiness Management Department, the Human Resources Department, and theTransnational Strategy Department, and has accomplished his duties and responsibilities. Basedon the preceding, we believe Mr. Uekubo will continue to contribute to the growth of AOI TYOHoldings.

Note: The company has no special interest relations with the director candidates noted above.

-6-