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)(Dispatch date) May 14, 2024
May 7, 2024
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 74th Annual General Meeting of Shareholders
We hereby notify you that the 74th 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 74th 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 29, 2024.
1.
2.
3.

Date:
Venue:

Thursday, May 30, 2024 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 74th fiscal year
(from March 1, 2023 to February 29, 2024)
2.
Audit reports of the Corporate Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the74th 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 Two (2) Directors and Audit & Supervisory Board Members
Proposal No.4:
Election of One (1) Substitute 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

-1-

⚫
⚫

described above.
In the event of any modification, it will be announced on the Company’s website (https://www.yondoshi.co.jp).
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: 895,645,945 yen
3. Effective date of distribution of the dividend
May 31, 2024

-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 eight (8) Directors including Directors and Audit & Supervisory Board
Members, and three (3) 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

3

Masahiko Nishimura

Renomination

Managing Director and Managing Executive Officer (Administration)

4

Hiroshi Arai

New appointment

Director and Executive Officer responsible for AS’TY

5Naoki Kodama

New appointment / Outside /Independent

Outside Director

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

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.

Number ofCompany
shares owned

12,900Significant Position Concurrently held:
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
Mar 2024
Mar 2024

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
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.
Representative Senior Managing Director, the Company (incumbent)
President and Representative Director, F.D.C.Products Inc. (incumbent)

Number ofCompany
shares owned

24,000Significant Position Concurrently held:
President and Representative Director, 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
May 2024

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 Managing Executive Officer (in charge ofFinance), the Company
Managing Director and Managing Executive Officer (in charge ofFinance), F.D.C.Products Inc.
Managing Director and Managing Executive Officer (in charge of
Administration), the Company (incumbent)

19,400Reasons 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)
Apr 1993
Mar 2008
Mar 2015
Mar 2018
Mar 2019
Hiroshi Arai
(Dec. 21, 1970)(New appointment)

Mar 2020
Mar 2020
Mar 2023
Mar 2023

4

Joined the Company
Director of Apparel Department 1, AS’TY INC.
Executive Officer, Director of Department 1, AS’TY INC.
Executive Officer, Director of Production Planning Department 2, AS’TY
INC.
Director and Executive Officer, Director of Production Planning
Department 2, AS’TY INC.
Director and Executive Officer, Director of the Apparel Manufacturing
Business, AS’TY INC.
President and Representative Director, ASCOT INC.
President and Representative Director, AS’TY INC. (incumbent)
Executive Officer, (in charge of AS’TY INC.), the Company (incumbent)

Number ofCompany
shares owned

1,700

Significant Position Concurrently held:
President and Representative Director, AS’TY 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 nominated him as a new candidate for Director because
it expects him to contribute to further enhancing the Group`s corporate value.

Naoki Kodama(Feb. 5, 1956)(New appointment /Outside /Independent)
5

Apr 1978Apr 2002
Aug 2007
Oct 2012
Jun 2017
Jun 2021
May 2022

Joined IBM Japan, Ltd.
Senior Managing Director, JBCC Corporation
Managing Director, NITORI Co., Ltd.
Managing Director, CAINZ CORPORATION
Representative, M&S Consulting (incumbent)
Outside Director, Softcreate Holdings Corporation
Outside Director and Audit & Supervisory Board Member, the Company(incumbent)-

Significant Position Concurrently held:
Representative, M&S Consulting
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 nominated 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 the decision-making process and supervising function of the Board of
Directors.
Notes
1. There are no particular relationships of interest between any of the candidates and the Company.
2. Mr. Naoki Kodama 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. Naoki Kodama is Outside Director and Audit & Supervisory Board Member incumbent and will complete his term at the end of this General
Meeting of Shareholders. The term of his office will be 2 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. Naoki Kodama and if he is reelected and assumed 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 Two (2) Directors and Audit & Supervisory Board Members
Three (3) Directors, Mr. Toyomasa Akiyama, Ms. Nobuko Kitagawa and Mr. Naoki Kodama, who are Audit & Supervisory
Board Members, will complete their terms at the end of this General Meeting of Shareholders. Therefore, the Company
proposes the election of two (2) Directors.
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 candidates for Director and Audit & Supervisory Board Member are as follows:
No

Name

1

Nobuko Kitagawa

2

Hiroshi Kawazoe

Positions and Responsibility in the Company
Renomination/ Outside /Independent
New appointment / Outside /Independent

Director and Audit & Supervisory Board Member
Director and Audit & Supervisory Board Member

Notes: 1. Positions and Responsibility in the Company are described as if the candidates are elected as proposed.
2. Mr. Masahiro Dakeshita will continue in office as a Director and Audit & Supervisory Board Member.

No.

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

Name (Date of Birth)
Apr 1997
Apr 1997

1

Nobuko Kitagawa(current surname:
Nagafusa)(Jan 17, 1971)(Renomination /Outside /Independent)

Apr 2003
Oct 2014
Jun 2015
Apr 2016
May 2020
Jan 2021
Mar 2021

Registered as an Attorney
Attorney, Asuka Sogo Law Offices (currently Hayabusa Asuka Law
Offices)
Fixed-Term Officer (Supervision Bureau), Financial Services Agency
Legal Counselor, Japan Security Dealers Association
Outside Director, The Bank of Kochi, Ltd. (incumbent)
Attorney, Komatsu Partners (currently Kotohira Partners)
Outside Director and Audit & Supervisory Board Member, the Company(incumbent)
Attorney, Nobuko Kitagawa Law Office
Attorney, Shimada Mirai Law Office (incumbent)

Number ofCompany
shares owned-

Significant position concurrently held:
Outside Director, The Bank of Kochi, Ltd.
Attorney, Shimada Mirai Law Office
Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:
Although the candidate has not been involved in corporate management other than as Outside Director, she has extensive knowledge
and broad experience in legal affairs as an Attorney. The Company has renominated her as a candidate for Director and Audit &Supervisory Board Member because it expects her to utilize her experience and knowledge in the supervision and auditing of theCompany and to give advice and restraint in the execution of the duties, as well as the security of the diversity in the Company
including promotion of women`s participation and advancement in the workplace from the female`s point of view.

No.

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

Name (Date of Birth)
Apr 1978Jul 2017

2

Hiroshi Kawazoe(Mar 17, 1959)(New appointment /Outside /Independent)

Jul 2018
Aug 2019
Nov 2022

Joined the Tokyo Regional Taxation Bureau
Deputy Assistant Regional Commissioner, First Taxation Department,
Tokyo Regional Taxation Bureau
District Director, Kojimachi Tax Office
Registered as a Certified Public Tax Accountant (incumbent)
Outside Auditor, Kanki Publishing Co., Ltd. (incumbent)

Number ofCompany
shares owned-

Significant position concurrently held:
Outside Auditor, Kanki Publishing Co., Ltd.
Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:
Although the candidate has not been involved in corporate management other than as Outside Director, he has extensive knowledge
and broad experience in tax and accounting as a Certified Public Tax Accountant. The Company has nominated him as a candidate for
Director and Audit & Supervisory Board Member because it expects him to utilize his experience and knowledge in the supervision
and auditing of the Company and to give advice and restraint in the execution of the duties.

-7-

Notes
1.
2.
3.

4.
5.
6.

7.

There are no particular relationships of interest between any of the candidates and the Company.
Ms. Nobuko Kitagawa and Mr. Hiroshi Kawazoe are candidates for Outside Directors.
The Company has reported to the Tokyo Stock Exchange, Inc. that Ms. Nobuko Kitagawa is an Independent Director as set forth in the Regulationsof the Tokyo Stock Exchange and in the Regulations of the Company. The Company will continue the above report if she is elected and assumes
office as Outside Director. Furthermore, Mr. Hiroshi Kawazoe will be independent as set forth in the Regulations of the Tokyo Stock Exchange, andthe Company will report if he is elected and assumes office as Outside Director.
Although Ms. Nobuko Kitagawa has changed her surname to Nagafusa upon marriage, she keeps her maiden name, Kitagawa.
Ms. Nobuko Kitagawa is an Outside Director and Audit & Supervisory Board Member incumbent. The term of office of Ms. Nobuko Kitagawa willbe 4 years at the end of this General Meeting of Shareholders.
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 Ms. Nobuko Kitagawa and if she 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.

-8-Proposal No.4: Election of One (1) Substitute Director and Audit & Supervisory Board Member
The Company proposes the election of one (1) Substitute Director and Audit & Supervisory Board Member as preparation in
the event of a lack of the number of Directors and Audit & Supervisory Board Members stipulated by law.
The election of this Substitute Director and Audit & Supervisory Board Member is effective until commencement of the next
term’s Annual General Meeting of Shareholders; however, the election may be withdrawn by the resolution of the Board of
Directors, with the approval of the Audit & Supervisory Board, provided that it is before the candidate assumes office as a
Director and Audit & Supervisory Board Member.
In addition, as for this Proposal, it has received approval from the Audit & Supervisory Board.
The candidate for Substitute Director and Audit & Supervisory Board Member is as follows:
Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)

Seisui Kamigaki(Jul 1, 1945)

Apr 1973
Oct 2000
Jun 2002
Sep 2003
Dec 2004
Aug 2005
Jul 2007
Jul 2012
Jun 2013
Jun 2013
May 2015
Jun 2015
Jun 2019

Public Prosecutor, Tokyo District Public Prosecutors Office
Chief Public Prosecutor, Naha District Public Prosecutors Office
Chief Public Prosecutor, Utsunomiya District Public Prosecutors OfficeDirector, General Affairs Department, Supreme Public Prosecutors Office
Chief Public Prosecutor, Chiba District Public Prosecutors Office
Chief Public Prosecutor, Yokohama District Public Prosecutors OfficeMember, Japan Fair Trade Commission
Attorney, Hibiya Sogo Law Offices (incumbent)
Outside Auditor, Mitsubishi Shokuhin Co., Ltd.
Outside Auditor, Alfresa Holdings Corporation
Outside Director and Audit & Supervisory Board Member, the Company
Outside Director, Universal Entertainment Corporation
Outside Director, KOSAIDO Holdings

Number ofCompany
shares owned-

Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:
Although the candidate has not been involved in corporate management other than as an Outside Director, he has extensive knowledge
and broad experience in legal affairs as an Attorney. The company has nominated him as a candidate for Substitute Director and Audit& Supervisory Board Member because it expects him to utilize his experience and knowledge in the supervision and auditing of theCompany and to give advice and restraint in the execution of the duties.
Notes
1. There are no particular relationships of interest between the candidate and the Company.
2. Mr. Seisui Kamigaki is a candidate for Substitute Director and Audit & Supervisory Board Member.
3. The Company has determined that Mr. Seisui Kamigaki is an Independent Director as set forth in the Regulations of the Tokyo Stock Exchange, Inc. andin the Regulations of the Company. The Company will report to the Tokyo Stock Exchange if he is elected and assumes office as Outside Director and
Audit & Supervisory Board Member.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has stipulated that it may enter into agreements for limitation of liability with
Directors who are not Officers. The Director shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Companies Act.
The Company will enter into an agreement with Mr. Seisui Kamigaki if he is elected and assumes office as Outside Director and Audit & Supervisory
Board Member.
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 the Companies Act, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable for a result of
their action or if they receive a claim for the liability of the result of their action. Mr. Seisui Kamigaki will be included among the insured parties under
the contract if he is elected and assumes office as Outside Director and Audit & Supervisory Board Member. Moreover, the contract will be renewed
under the same terms at the time of the next renewal.

-9-<Reference> Skill Matrix〇

Masahiko NishimuraManaging Director〇

Hiroshi Arai

Director and Executive
Officer〇

Naoki Kodama

Outside Director〇

Masahiro Dakeshita

Directors and Audit &Supervisory Board
Members

Nobuko Kitagawa
Hiroshi Kawazoe

〇

〇

〇

〇

〇

〇

〇

〇

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

〇

〇

〇

Hisashi Nakano

Executive Officer〇

Kazumasa Fukuhara

Executive Officer

〇

〇

〇

〇

〇

Executive Officer

〇

〇
〇

〇

〇

〇

〇

〇

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

- 10 -〇〇〇〇

Hiroki Minagawa

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〇〇〇