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 arisingfrom the translation.
Stock Code: 3975
March 12, 2019
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 Second Ordinary General Meeting of
Shareholders of AOI TYO Holdings Inc.
Dear Shareholder,
AOI TYO Holdings Inc. hereby cordially requests your attendance at our second ordinary general meeting of shareholders to
be convened 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 Tuesday, March 26, 2019 (Japan Time).
Meeting Details:
1. Date and Time

10:00 AM, Wednesday, March 27, 2019

2. Venue

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

3. Agenda

Matters toReport1. Report on the AOI TYO Holdings Inc. Period 2 (January 1, 2018 through December 31,2018) 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 2 financial statements (January 1, 2018 through December
31, 2018)

Matters for
Resolution

Item 1: Appropriation of Retained Earnings
Item 2: Partial Revision of Articles of Incorporation
Item 3: Election of Four (4) Directors (Excluding Directors Serving as Members of the
Audit and Supervisory Committee)
Item 4: Election of Three (3) Directors Serving as Members of the Audit and Supervisory
Committee
Item 5: Election of One (1) Director Serving as a Substitute Member of the Audit andSupervisory 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.

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•

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 information referenced
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.

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Agenda and Reference Documents
Item 1

Appropriation of Retained Earnings

AOI TYO Holdings believes that returning profits to our shareholders is an important management concern. Therefore,
the company has made the following decision in consideration of securing sufficient internal reserves necessary for
expanding our 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
JPY22 per share of common stock of AOI TYO Holdings Inc.
Total Amount

JPY22
JPY527,388,180

The annual dividend amount is JPY30 per share, including interim dividends.
(3) Effective Date of Allocation of Retained Earnings
March 28, 2019-3-

Item 2

Partial Revision of Articles of Incorporation

1. Reasons for Proposed Revisions
Since AOI TYO Holdings does not stipulate the period for which resolutions concerning the preliminary election of
directors serving as substitute members of the Audit and Supervisory Committee are effective, there is a discrepancy
between the term of office of directors serving as members of the Audit and Supervisory Committee and the period forwhich resolutions concerning the preliminary election of directors serving as substitute members of the Audit andSupervisory Committee are effective. Therefore, it is proposed that a provision be newly established to make the period
for which resolutions concerning the preliminary election of directors serving as substitute members of the Audit andSupervisory Committee are effective the same as the term of office of directors serving as members of the Audit andSupervisory Committee.
2. Details of Proposed Revisions
The following describes changes to the company’s articles of incorporation.
(Underlines indicate sections changed.)
Current Version
Proposed Changes
Article 23 (Term of Office)
Article 23 (Term of Office)The term of office of Directors (excluding Directors who are (Unchanged)
Audit and Supervisory Committee Members) shall expire at
the close of the ordinary Shareholders Meeting held for thelatest closing of accounts within one (1) year after their
appointment.
2. The term of office of Directors who are Audit and2. (Unchanged)
Supervisory Committee Members shall expire at the close of
the ordinary Shareholders Meeting held for the latest closingof accounts within two (2) years after their appointment.
3. The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as a
substitute for a Director who is an Audit and Supervisory
Committee Member resigning from office before theexpiration of his/her term shall be the remaining term of
his/her predecessor.

3. (Unchanged)(Newly established)

4. The period for which resolutions concerning the election of
Directors Serving as Substitute Members of the Audit andSupervisory Committee are effective shall expire at thecommencement of the ordinary Shareholders Meeting held
for the latest closing of accounts within two (2) years after
their appointment.

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Item 3

Election of Four (4) Directors (Excluding Directors Serving as Members of the
Audit and Supervisory Committee)

As of the conclusion of this ordinary general meeting of shareholders, all four (4) directors (excluding directors serving as
members 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 four (4) directors.
Our proposed candidates for director are as described below.

1

Hiroaki Yoshida(DOB: August 22, 1949)

ReElection

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

No. of Shares Owned

203,935 shares
Board of Director Meeting
Attendance Record

100 percent (13 of 13
meetings)

1975

March

Joined Nihon Tennenshoku Eiga K.K

1982

April

Founded TYO Inc., named representative director and president

2017

January

Named representative director, AOI TYO Holdings Inc.

2018

January

Named chairman and CEO, AOI TYO Holdings Inc. (current position)

Reasons for Nomination as Candidate for Director
Mr. Hiroaki Yoshida has been leading the TYO Group for many years and has turned the TYOGroup into a pre-eminent corporate group in the advertising production industry. By virtue ofthese achievements, he has been engaged in the management of the AOI TYO Holdings Groupas representative director since its founding, fulfilling his duties appropriately. During the
fiscal year under review, he has actively promoted measures related to reforms of the AOITYO Holdings Group’s profit structure, including the selection and control of orders to be
accepted, amidst the advancement of printless* methods. In addition, by passing on his
expertise in advertising practices to the next generation of human resources, he is also actively
promoting the training of those human resources who will lead the new advertising industry,and has accomplished his duties and responsibilities. Based on the preceding, we believe Mr.
Yoshida will continue to contribute to the growth of AOI TYO Holdings.

*Printless: Historically, television commercial content had been copied to media (“printed”) and delivered to each broadcast station. The AOI TYOGroup recognized the sales and profits of this activity in our accounting records. As of October 2017, delivery of this content has been graduallyshifting to online data transmission, resulting in a decline in print sales.

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2

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 and president

27,200 shares

2017

January

Named representative director, AOI TYO Holdings Inc.

Board of Director Meeting
Attendance Record

2018

January

Named representative director, president and COO (current position)

92 percent (12 of 13
meetings)

2019

January

Named director, AOI Pro. Inc. (current position)

2019

March

Named director, Special Olympics Nippon Foundation (current
position)

Reasons for Nomination as Candidate for Director
Mr. Yasuhito Nakae has been leading the AOI Pro. Group and has contributed to the growthof said Group. By virtue of these achievements, he has been engaged in the management of
the AOI TYO Holdings Group as representative director since its founding, fulfilling his
duties appropriately. During the fiscal year under review, he has actively promoted advances
into new marketing sectors and also promoted new businesses, including effective media
distribution services of online videos, through upfront investments and alliances in Japan andoverseas. Furthermore, he has implemented environmental protection and other CSR
activities, and has accomplished his duties and responsibilities. Based on the preceding, we
believe Mr. Nakae will continue to contribute to the growth of AOI TYO Holdings.

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3

Satoshi Yuzurihara(DOB: June 2, 1965)

ReElection

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

No. of Shares Owned

17,500 shares
Board of Director Meeting
Attendance Record

100 percent (13 of 13
meetings)

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

2013

April

Named chairman, AOI Asia Beijing (current position)

2014

April

Named executive director, AOI Pro. Inc.

2014

May

Named director, Hollyhock Inc. (current position)

2014

December Named representative director, AOI Pro. Inc.

2015

February

Named representative director and vice president (current position)

2017

January

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

Reasons for Nomination as Candidate for Director
Mr. Satoshi Yuzurihara has been engaged in the management of the AOI TYO HoldingsGroup as executive director since its founding, leveraging his wealth of experience infinancial institutions and his knowledge as representative director and vice president of AOIPro. Inc. During the fiscal year under review, he has been in charge of the Financial
Planning & IR Department and the Treasury & Accounting Department. He has promoted
financial strategy & planning and IR measures related to holding proactive dialog withshareholders and ensuring sufficient return of profits to shareholders, and has accomplished
his duties and responsibilities. Based on the preceding, we believe Mr. Yuzurihara willcontinue to contribute to the growth of AOI TYO Holdings.

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4

Hiroaki Uekubo(DOB: January 1, 1970)

ReElection

Career Background, Positions Held Within the Company, Important Concurrent Positions
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 Strategy
Division
Named representative director and vice president (current position)

Board of Director Meeting
Attendance Record

2017

January

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

100 percent (13 of 13
meetings)

Reasons for Nomination as Candidate for Director
Mr. Hiroaki Uekubo has been engaged in the management of the AOI TYO Holdings Group as
executive director since its founding, leveraging his wealth of experience in financial
institutions and his knowledge as representative director and vice president of TYO Inc. During
the fiscal year under review, he has been in charge of the Corporate Planning Department, theTransnational Strategy Department, the Personnel Department and the General Affairs
Department. He has promoted alliances with companies in possession of new technology, andthe examination of measures relating to the integration of corporate departments, and has
accomplished his duties and responsibilities. Based on the preceding, we believe Mr. Uekubo
will continue to contribute to the growth of AOI TYO Holdings.

No. of Shares Owned

25,720 shares(Notes)1.
2.

The company has no special interest relations with the director candidates noted above.
Mr. Yasuhito Nakae will retire as director of AOI Pro. Inc. at the conclusion of the Annual General Meeting of Shareholders of AOI Pro.
Inc. to be held on March 14, 2019.

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Item 4

Election of Three (3) Directors Serving as Members of the Audit andSupervisory Committee

As of the conclusion of this ordinary general meeting of shareholders, all four (4) directors serving as members of the
Audit and Supervisory Committee will reach the end of their terms of office.
Accordingly, we propose the election of three (3) directors serving as members of the Audit and Supervisory Committee.
Prior consent for this proposal has been obtained from the Audit and Supervisory Committee.
Our proposed candidates for directors serving as members of the Audit and Supervisory Committee are as described
below.

1

Yoshiharu Hagiwara(DOB: February 4, 1969)

ReElection

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

No. of Shares Owned

200 shares
Board of Director Meeting
Attendance Record

100 percent (13 of 13
meetings)
Audit and Supervisory Committee
Meeting Attendance Record

100 percent (14 of 14
meetings)

1994

May

Registered as Judicial Scrivener

1997

April

2005

OctoberFounded Beck One Partners General Office & Judicial Scrivener
Hagiwara Yoshiharu Office (currently ALEX Counsel & Services),named representative judicial scrivener (current position)
Named outside auditor, Academy Capital Investments, Inc.

2008

October

Named auditor, TYO Inc.

2013

NovemberNamed full-time auditor (current position)

2013

November

2015

February

2015

AugustNamed auditor, TYO Technical Ranch Inc. (currently TTR Inc.)(current position)
Named representative director, Alex Real Estate Co., Ltd. (current
position)
Named auditor, K&L Inc. (current position)

2017

January

Named director & member of the Audit and Supervisory Committee,
AOI TYO Holdings Inc. (current position)

Reasons for Nomination as Candidate for Outside Director
Since establishing ALEX Counsel & Services in April 1997, as a judicial scrivener, Mr.
Yoshiharu Hagiwara has specialized in business related to corporate legal affairs, including
listing preparations for companies, organizational restructuring, and M&A, with a wealth ofexperience and insight in these areas. During the fiscal year under review, he has utilized his
knowledge to appropriately oversee the legality, etc. of the execution of business by the
directors of AOI TYO Holdings, and has accomplished his duties and responsibilities. Basedon the preceding, we believe that as outside director, Mr. Hagiwara will continue toappropriately execute the duties of director serving as a member of the Audit andSupervisory Committee.

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2

Kazuki Takada(DOB: July 4, 1965)

ReElection

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

No. of Shares Owned

9,900 shares
Board of Director Meeting
Attendance Record

92 percent (12 of 13
meetings)
Audit and Supervisory Committee
Meeting Attendance Record

92 percent (13 of 14
meetings)

1995

July

2002

DecemberNamed representative director, Accounting System Co., Ltd. (current
position)
Registered as certified tax accountant

2004

April

Opened Takada Accounting Office

2011

April

2011

June

2016

June

Named representative partner, TAKADA ACCOUNTING FIRM
(current position)
Named auditor, Aoi Advertising Promotion Inc. (currently AOI Pro.
Inc.)
Named director and member of the Audit and Supervisory Committee

2017

January

2017

March

Named director and member of the Audit and Supervisory Committee,
AOI TYO Holdings Inc. (current position)
Named auditor, AOI Pro. Inc. (current position)

Reasons for Nomination as Candidate for Outside Director
As a certified tax accountant, Mr. Kazuki Takada has worked as an auditor and then as amember of the Audit and Supervisory Committee of AOI Pro. Inc. since June 2011. He has
used his knowledge gained from serving as a tax advisor and from his activities mainly informulating management plans, and his professional and objective perspective as a tax
accountant, to provide and conduct appropriate guidance and audits. During the fiscal year
under review, he has utilized this knowledge to appropriately oversee the legality, etc. of theexecution of business by the directors of AOI TYO Holdings, accomplishing his duties andresponsibilities. Based on the preceding, we believe that as outside director, Mr. Takada willcontinue to appropriately execute the duties of director serving as a member of the Audit andSupervisory Committee.

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3

Takashi Kokubo(DOB: January 18, 1974)

ReElection

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

No. of Shares Owned

1,602 shares
Board of Director Meeting
Attendance Record

100 percent (13 of 13
meetings)

2000

October

Registered as attorney with Dai-Ichi Tokyo Bar Association

2000

OctoberJoined Nishimura & Partners (currently Nishimura & Asahi)

2006

April

Graduated from School of Law, Duke University, U.S.

2006

SeptemberWorked for Cleary Gottlieb Steen & Hamilton LLP (New York City)

2008

December

Graduated from INSEAD, France

2009

February

Joined Integral Corporation

2011

October

Named auditor, TYO Inc.

2014

March

Established Kokubo Law Office

2014

July

Established ADC Co., Ltd.; Representative Director (current position)

2014

October

Named director, TYO Inc. (current position)

Audit and Supervisory Committee
Meeting Attendance Record

2016

February

Named outside director, Dig Fields & Co. Inc. (current position)

100 percent (14 of 14
meetings)

2017

January

2017

January

Named director and member of the Audit and Supervisory Committee,
AOI TYO Holdings Inc. (current position)
Named outside director, AZOOM co., ltd. (current position)

2017

March

2017

AugustEstablished Legal professional corporation Kokubo Law Office,named representative partner (current position)
Named outside auditor, AlpacaJapanCo.,Ltd. (current position)

2017

DecemberNamed outside director, GSI Inc. (current position)

Reasons for Nomination as Candidate for Outside Director
As an attorney-at-law, Mr. Takashi Kokubo has consistently specialized in corporate legal
affairs, including organizational restructuring, M&A, and corporate governance. He also has
experience in consulting for investment companies with regard to fund management and the
management of investee companies, where his knowledge of finance and his achievements andinsight as an attorney-at-law are highly valued. During the fiscal year under review, he has
utilized this knowledge to appropriately oversee the legality, etc. of the execution of businessby the directors of AOI TYO Holdings, accomplishing his duties and responsibilities. Based on
the preceding, we believe that as outside director, Mr. Kokubo will continue to appropriately
execute the duties of director serving as a member of the Audit and Supervisory Committee.
(Notes)
1.
2.
3.

4.
5.

The company has no special interest relations with the director candidates noted above.
The candidates are candidates for outside director as stipulated in Article 2, Paragraph 3, Item 7 of The Regulation for Enforcement of theCompanies Act.
The company has stipulated in the articles of incorporation that the company shall enter into agreements with directors serving as membersof the Audit and Supervisory Committee to limit their liability for damages to the minimum liability amount as provided by laws andregulations, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, and has entered into said liability limitationagreements with each director serving as a member of the Audit and Supervisory Committee. In the event that each candidate is reelected,
the company intends to continue the said liability limitation agreements with each director.
Each candidate’s term of office as director serving as a member of the Audit and Supervisory Committee will be two years at theconclusion of this ordinary general meeting of shareholders.
The company has reported each candidate as an independent director in accordance with the stipulations of Tokyo Stock Exchange, Inc. If
elected, the company intends that each candidate shall continue as an independent director.

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Item 5

Election of One (1) Director Serving as a Substitute Member of the Audit andSupervisory Committee

The election of one (1) director serving as a substitute member of the Audit and Supervisory Committee is proposed in
preparation for an event in which AOI TYO Holdings lacks the number of directors serving as members of the Audit andSupervisory Committee stipulated by laws and regulations. If the candidate assumes office as a substitute member of the
Audit and Supervisory Committee, his term of office shall be the remaining term of his predecessor.
Prior consent for this proposal has been obtained from the Audit and Supervisory Committee.
Our proposed candidate for director serving as a substitute member of the Audit and Supervisory Committee is as
described below.

1

Tomohito Yamaki(DOB: March 27, 1960)

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

No. of Shares Owned

0 shares

1982

April

Joined The Hokkaido Takushoku Bank, Ltd.

1998

April

Joined BNP Paribas Bank

2008

June

Joined HOKKAN HOLDINGS LIMITED

2011

July

2012

April

2017

February

Joined Aoi Advertising Promotion Inc. (currently AOI Pro. Inc.),
named General Manager of Group Management Division, Finance
Department,
Named General Manager, Global Management Division, Corporate
Department, AOI Pro. Inc.
Named auditor, Hollyhock Inc. (current position)

2017

March

Named auditor, Quark tokyo Inc. (current position)

2017

April

Internal Audit Department, AOI TYO Holdings Inc. (current position)

2019

February

Auditor, Media Garden Inc. (current position)

2019

February

Auditor, DIGITAL GARDEN Inc. (current position)

2019

February

Auditor, Wasabe Advertising Inc. (current position)

2019

February

Auditor, tko Inc. (current position)

Reasons for Nomination as Candidate for Substitute Director
Mr. Tomohito Yamaki has expertise in corporate finance and accounting from his wealth ofexperience at financial institutions. Since joining AOI Pro. Inc. in July 2011, he oversaw its
global business for approximately five years, and since 2017, he has been in charge of theinternal audits of AOI TYO Holdings. He has insight in global business and internal audits.
By utilizing such insight and experience, we believe Mr. Yamaki will appropriately executethe duties of director serving as member of the Audit and Supervisory Committee of AOITYO Holdings.
Note: The company has no special interest relations with the candidate noted above.

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