Securities Code: 3148
August 18, 2023
(Date of commencement of electronic provision measures: August 3, 2023)
To Shareholders with Voting Rights
Taizo Hirose
Representative Director and President

CREATE SD HOLDINGS CO., LTD.
2-3-2 Edanishi, Aoba-ku, Yokohama, Kanagawa
225-0014, Japan

Notice of the 26th Ordinary General Meeting of Shareholders
We are pleased to announce that the 26th Ordinary General Meeting of Shareholders of CREATE SDHOLDINGS CO., LTD. (the “Company”) will be held as detailed below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision and thus posted the matters subject to measures for electronic provision on the following website
as “Notice of the 26th Ordinary General Meeting of Shareholders.”
The Company's website:
https://www.createsdhd.co.jp/English/ir/tabid/136/Default.aspx
The matters subject to measures for electronic provision are also posted on the following website:
Tokyo Stock Exchange (TSE) website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, access the TSE website shown above, enter “CREATE SD HOLDINGS” in“Company name” or the Company’s securities code “3148” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection / PR information.”
Instead of attending the meeting, you may exercise your voting rights online or in writing. In this case,please review the Reference Documents for the General Meeting of Shareholders included in the matterssubject to measures for electronic provision, and exercise your voting rights no later than 6:00 p.m. on
Thursday, August 24, 2023 (Japan Standard Time, GMT+9), either by indicating your approval ordisapproval of each proposal on the enclosed Voting Rights Exercise Form and returning this form by mail,or by entering your approval or disapproval of each proposal on the voting rights exercise website
designated by the Company.
Souvenirs for shareholders and events such as health counseling meetings will not be available.
1. Date and Time Friday, August 25, 2023, 10:00 a.m. (Reception opens at 9:00 a.m.)
2. Place

CREATE SD HOLDINGS CO., LTD., Headquarters, 4th floor conference room
2-3-2 Edanishi, Aoba-ku, Yokohama, Kanagawa 225-0014, Japan

3. Agenda
Matters to Be Reported
1. Business Report, Consolidated Financial Statements and Audit Reports of the Consolidated
Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the
Fiscal Year Ended May 31, 2023
2. Report on the Non-consolidated Financial Statements for the 26th Fiscal Year (From June 1, 2022
to May 31, 2023)
Matters to Be Resolved
Proposal 1: Disposal of Surplus-1-Proposal 2: Election of Three (3) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members
Proposal 4: Election of One (1) Substitute Directors who is an Audit and Supervisory Committee
Member◎ When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Following the introduction of the system for providing information in electronic format in accordancewith revisions to the Companies Act, the provision of informational materials for the General Meetingof Shareholders has, in principle, been changed from providing paper-based documents to posting
online. However, the Company will provide the reference documents and sections of the business
report and non-consolidated financial statements in paper format this year, as was done previously.
・ Based on the provisions of laws and regulations as well as Article 16 of the Company’s Articles ofIncorporation, information on the systems for ensuring appropriate business activities and status ofsystem operation, the notes to the consolidated financial statements, and the notes to the nonconsolidated financial statements are not included in the paper-based documents provided toshareholders. Therefore, the paper-based documents are part of the documents audited by the Audit
and Supervisory Committee and the Accounting Auditor for the preparation of the audit report.
・ Notes to the Consolidated Financial Statements
・ Notes to the Non-consolidated Financial Statements◎ If any revisions are made to the matters subject to measures for electronic provision, the details ofsuch revisions will be posted on each website on which such matters are posted.
◎ Souvenirs for shareholders and events such as health counseling meetings will not be available.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1: Disposal of Surplus
The Company proposes payment of dividends with a comprehensive consideration of the consolidated
dividend payout ratio and consolidated net asset dividend ratio, from the perspective of paying stabledividends while reflecting business performance levels and returning funds entrusted to us by ourshareholders.
For the 26th fiscal year’s year-end dividend, the Company proposes to pay ¥27 per share based on thisbasic policy.
As a result, the annual dividend for the fiscal year will be ¥52 per share including the previously paidinterim dividend of ¥25 per share. This total represents an increase of ¥6 per share over the previous fiscal
year.
Matters on year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount
Dividend per share of Company common stock: ¥27
Total dividend payment: ¥1,706,899,095(3) Effective date for dividends of surplus
August 28, 2023
〇 Dividend per share / Consolidated dividend payout ratio
Consolidated
payout
23.4%ratio

25.4%
23.1%

22.5%
20.6%

Dividend per share (AnnualInterim)

Consecutive increase
¥52.0
¥44.0

¥40.0

¥36.0

¥18.0

FYE2019年5月期
May 2019

¥46.0

¥21.0

¥19.0

FYE2020年5月期
May 2020

2021年5月期
FYE
May 2021

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¥23.0

FYE2022年5月期
May 2022¥25.0

2023年5月期
FYE
May 2023

Proposal 2: Election of Three (3) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all current four (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same shall apply throughout this proposal) will expire at the conclusion of thisgeneral meeting of shareholders. Therefore, the Company proposes the election of three (3) Directors.
Candidates for Directors are as follows.
Candidate
No.

Name and Other Data

Hisao Yamamoto
Born April 7, 1948
Number of the Company’s
shares owned: 13,973,565
1
Re-election

Career Summary / Positions and Responsibilities at the Company(Significant Concurrent Positions)
May 1983
Representative Director and President, Midori Drugstore,
Limited (currently CREATE SD CO., LTD.)
Apr. 1998
Founded Yamamoto, Limited (currently CREATE SDHOLDINGS CO., LTD.)
Representative Director and President
Aug. 2002
Representative Director and Chairman, CREATE SD
CO., LTD. (current position)
Oct. 2008
Representative Director and Chairman of the Company(current position)
Reasons for nomination as candidate for Director
Hisao Yamamoto has led the Group's business and appropriately directed
and supervised its management since the establishment of CREATE SD
CO., LTD., the Group's major operating company, including laying thefoundation for suburban drug stores. He has been nominated as Director
in the expectation that he will continue to apply his experience,
knowledge, and abilities to the sustainable growth of the Group and theenhancement of its corporate value.

-4-Candidate
No.

Name and Other Data

Taizo Hirose
Born May 25, 1958
Number of the Company’s
shares owned: 68,800

2Re-election

Career Summary / Positions and Responsibilities at the Company(Significant Concurrent Positions)
Dec. 1990
Founded Koei Drug Co., Ltd.
Representative Director and President
Jan. 2007
Representative Director and Vice President, Sumisho
Drugstores Inc.
Oct. 2007
Representative Director and President, Sumisho
Drugstores Inc.
June 2011
Joined CREATE SD CO., LTD.
Aug. 2011
Director, CREATE SD CO., LTD.
Director of the Company
Feb. 2012
Director and Vice President of the Company
Director and Vice President, CREATE SD CO., LTD.
Aug. 2012
Representative Director and President of the Company(current position)
Representative Director and President, CREATE SD
CO., LTD. (current position)
Director, SALON DAY. Co., Ltd.
Aug. 2013
Director, WELL LIFE Co., Ltd. (current position)
Feb. 2020
Director, Yuri Store Co., Ltd. (current position)
Reasons for nomination as candidate for Director
Taizo Hirose has long been involved in corporate management within the
drugstore and prescription drug store businesses. As Representative
Director of the Company and of CREATE SD CO., LTD., he has
demonstrated leadership in the formulation of management visions andthe planning and execution of management strategies. He has been
nominated as Director in the expectation that he will continue to apply hisexperience, knowledge, and abilities to the sustainable growth of theGroup and the enhancement of its corporate value.

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Candidate
No.

Career Summary / Positions and Responsibilities at the Company(Significant Concurrent Positions)Apr. 1978
Joined The Daiei, Inc.
Shigeto Nakaura
Mar. 1997
Area Manager, Tohoku Area, The Daiei, Inc.
Apr. 2002
Joined CREATE SD CO., LTD.
Born November 7, 1954
Sept. 2002
General Manager, Corporate Planning Office, CREATE
Number of the Company’s
SD CO., LTD.
Aug. 2003
Director and General Manager, Corporate Planningshares owned: 7,900
Office, CREATE SD CO., LTD.
July 2008
Director, Yamamoto, Limited (currently CREATE SDHOLDINGS CO., LTD.)
Dec. 2008
Director and General Manager, Corporate Planning
Department of the Company
Sept. 2011
Director of the Company (current position)
Director and General Manager of Delivery Business
Department, CREATE SD CO., LTD.
3
Sept. 2013
Director and Project Leader of Assist Order Promotion
Re-election
Project, CREATE SD CO., LTD.
July 2015
Director and Project Leader of Productivity Improvement
Project, CREATE SD CO., LTD.
Feb. 2016
Director and General Manager of Productivity
Improvement Promotion Division, CREATE SD CO.,LTD. (current position)
Reasons for nomination as candidate for Director
Shigeto Nakaura, based on his long experience in the retail industry, has
held responsibility for the Group's corporate planning and logistics-related
divisions, promoted the introduction of new services and systems, and hasotherwise demonstrated his skills in the management and supervision of
the Group for many years as a Director. He has been nominated as
Director in the expectation that he will continue to apply his experience,
knowledge, and abilities to the sustainable growth of the Group and theenhancement of its corporate value.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into directors and officers liability insurance as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The policy will cover damages and legal dispute
fees to be borne by the insured parties if they receive a claim for damages. Each candidate will be included as aninsured party in this insurance policy. This is to be updated as necessary.
Name and Other Data

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Proposal 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of office of all current three (3) Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this general meeting of shareholders. Therefore, the Company proposes theelection of three (3) Directors who are Audit and Supervisory Committee Members.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit and Supervisory Committee Members are as follows.
Candidate
No.

Name and Other Data

Shuichi Baniwa
Born March 10, 1947
Number of the Company’s
shares owned: 12,100

1Re-election

Career Summary / Positions and Responsibilities at the Company(Significant Concurrent Positions)Apr. 1971
Joined Weston CO., LTD. (currently Uniden Holdings
Corporation)
Feb. 2000
Joined CREATE SD CO., LTD.
Jan. 2002
Chief of Corporate Planning Office, CREATE SD CO.,LTD.
Apr. 2003
Full-time Auditor, CREATE SD CO., LTD.
Aug. 2005
Auditor, CREATE SD CO., LTD.
July 2008
Auditor, Yamamoto, Limited (currently CREATE SDHOLDINGS CO., LTD.)
Aug. 2009
Full-time Auditor of the Company
Full-time Auditor, CREATE SD CO., LTD. (current
position)Aug. 2012
Auditor, SALON DAY. Co., Ltd. (current position)
Aug. 2015
Director, Full-time Audit and Supervisory Committee
Member of the Company (current position)
Reasons for nomination as candidate for Director who is an Audit andSupervisory Committee Member
Shuichi Baniwa has extensive experience and knowledge in the areas offinance, accounting, taxation, and internal control, acquired throughserving in corporate finance and accounting departments for over 30
years, including at other companies.
He has audited the management of the Group from an objective
standpoint, offering advice and recommendations based on his experienceand insight, and he has also contributed to the maintenance andenhancement of governance. He has been nominated as Director who is an
Audit and Supervisory Committee Member in the expectation that he willcontinue to apply his experience, knowledge, and abilities to thesustainable growth of the Group and the enhancement of its corporate
value.

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Candidate
No.

Name and Other Data

Yukio Hara
Born April 7, 1944
Tenure: 8 years
Number of the Company’s
shares owned: 6,0002Re-election

Career Summary / Positions and Responsibilities at the Company(Significant Concurrent Positions)Mar. 1970
Joined Maruetsu Store K.K. (currently The Maruetsu,
Inc.)
May 1997
Director and General Manager of Sales, The Maruetsu,
Inc.
May 2001
Full-time Auditor, The Maruetsu, Inc.
Sept. 2005
Director and Vice President, OKA FOODS Co., Ltd.
Aug. 2011
Auditor, OKA FOODS Co., Ltd.
Aug. 2012
Auditor of the Company
Auditor, CREATE SD CO., LTD. (current position)
Aug. 2015
Director, Audit and Supervisory Committee Member of
the Company (current position)
Reasons for nomination as candidate for Outside Director who is an
Audit and Supervisory Committee Member and expected roles
Drawing on a wealth of experience and insight gained in the retail sector,
Yukio Hara has offered advice and recommendations in the managerial
judgment and decision-making processes of the Company. He has also
contributed to the maintenance and enhancement of governance from an
independent standpoint. He has been nominated as a candidate for Outside
Director who is an Audit and Supervisory Committee Member in the
expectation that he will continue to appropriately execute his duties as an
Outside Director and apply his experience, knowledge, and abilities to thesustainable growth of the Group and the enhancement of its corporate
value.

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Candidate
No.

Career Summary / Positions and Responsibilities at the Company(Significant Concurrent Positions)Apr. 1982
Joined NEC Corporation
Yoko Anpo
May 1983
Acquired pharmacist license
Sept. 1993
Studied abroad at NASA Jet Propulsion Laboratory
Born December 16, 1959
Apr. 1995
Technology Manager, Space Station Systems Division,
Tenure: 2 years
NEC Corporation
Mar. 2007
Graduated from Graduate School of Law, Faculty of
Number of the Company’sLaw, the University of Tokyo
shares owned: —Jan. 2010
Registered as an attorney at law
Joined Sunrise Law Office (current position)
Dec. 2014
Outside Auditor, smart-FOA
June 2019
Auditor, General Incorporated Foundation All Japan
Kendo Federation (currently a public interest
incorporated foundation) (current position)
Apr. 2021
Permanent Member, Dai-Ichi Tokyo Bar Association
3
Aug.
2021
Director, Audit and Supervisory Committee Member ofRe-election
the Company (current position)
Reasons for nomination as candidate for Outside Director who is an
Audit and Supervisory Committee Member and expected roles
In addition to acquiring experience in the private sector, Yoko Anpo
possesses expertise and experience developed as a pharmacist andattorney at law, as well as experience and achievements gained incorporate management as an auditor at other companies. She is therefore
expected to contribute to the maintenance and enhancement of governancefrom an independent standpoint. She has been nominated as Outside
Director who is an Audit and Supervisory Committee Member in the
expectation that she will continue to apply her expertise as a pharmacist
and attorney at law, ability to make impartial and fair judgments, and herexperience and knowledge to the sustainable growth of the Group and theenhancement of its corporate value.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Yukio Hara and Yoko Anpo are both candidates for Outside Director.
3. The Company has registered Yukio Hara and Yoko Anpo as independent officers with the Tokyo Stock Exchange.
4. The Company has entered into a liability limitation agreement with each candidate in accordance with Article
427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The maximum amount ofliability for damages under Article 423, Paragraph 1 of the Companies Act based on this agreement shall be theminimum liability amount provided by laws and regulations. The Company plans to continue this agreement if
the election of each candidate is approved.
5. The Company has entered into directors and officers liability insurance as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The policy will cover damages and legal dispute
fees to be borne by the insured parties if they receive a claim for damages. Each candidate will be included as aninsured party in this insurance policy. This is to be updated as necessary.
Name and Other Data

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Proposal 4: Election of One (1) Substitute Directors who is an Audit and Supervisory Committee Member
The Company proposes the election of one (1) Substitute Director who is an Audit and Supervisory
Committee Member as a contingency against an insufficient number of Directors who are Audit andSupervisory Committee Members as required by laws and regulations.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name and Other Data

Career Summary and Significant Concurrent Positions
Oct. 2000
Registered as an attorney at law
Takafumi Harada
Joined Abe, Ikubo & Katayama (current position)
Jan. 2007
External Member of Risk Compliance Committee, Top
Born July 21, 1970
REIT Asset Management Co., Ltd.
Number of the Company’s
Jan. 2010
Outside Corporate Auditor, AISAN INFORMATION
shares owned: —SYSTEM CO., LTD.
June 2022
Outside Director (Audit & Supervisory Committee
Member), KUNIMINE INDUSTRIES CO., LTD.
(current position)
Disciplinary Enforcement Committee Member, Dai-Ichi
Tokyo Bar Association (current position)
Reasons for nomination as candidate for Outside Substitute Director
who is an Audit and Supervisory Committee Member and expected
roles
Takafumi Harada has cultivated expertise and experience as an attorneyat law in all aspects of corporate legal affairs, including compliance andrisk management, and possesses experience as a corporate auditor atother companies. Therefore, he has been nominated as Substitute Director
who is an Audit and Supervisory Committee Member as it has been
determined he can utilize these in guidance and audits, etc., regarding
management from an objective and neutral perspective.
(Notes) 1. There is no special interest between the candidate and the Company.
2. The candidate satisfies requirements for independent officers as stipulated by the rules of the Tokyo Stock
Exchange. When the candidate assumes the position of Outside Director, the Company intends to register him as
an independent officer with the Tokyo Stock Exchange.
3. If the candidate assumes office as an Outside Director, the Company will enter into a liability limitationagreement with him in accordance with Article 427, Paragraph 1 of the Companies Act and the Company's
Articles of Incorporation. The maximum amount of liability for damages under Article 423, Paragraph 1 of theCompanies Act based on this agreement shall be the minimum liability amount provided by laws and regulations.
4. The Company has entered into directors and officers liability insurance as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The policy will cover damages and legal dispute
fees to be borne by the insured parties if they receive a claim for damages. If the candidate assumes office as an
Outside Director, he will be included as an insured party in this insurance policy.

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(Reference)
The Company’s Outside Directors, one of which is a woman, are not only familiar with the Group'sbusiness but also possess a wealth of specialized knowledge and experience in management at othercompanies. These Outside Directors comprise a majority of Directors who are Audit and Supervisory
Committee members, and independent Outside Directors are involved in the management of the Company
from the same perspective as a stakeholder would be. In addition, with respect to nominating Directors, theNomination and Remuneration Committee deliberates on the basic policy for Director nominations, and theBoard of Directors select candidates and makes resolutions on the basis of the report from the committee,
thereby ensuring balance and diversity among the Board of Directors overall.
The following table presents the skill matrix of the knowledge, experience, and abilities of each Director.
Director skill matrix as of the end of the General Meeting of Shareholders (tentative)
Expertise and experience
Name

Title

GenderManagement

Sales andMarketing

Finance andAccounting

Legal Affairs andRisk Management

Human
Resources andLabor Affairs

Healthcare

Hisao Yamamoto

Representative Director
and Chairman

Male

✓

✓

✓

Taizo Hirose

Representative Director
and President

Male

✓

✓

✓

Shigeto Nakaura

Director

Male

✓

✓

Shuichi Baniwa

Yukio Hara

Yoko Anpo

Director
Audit and Supervisory
Committee Member
Outside Director
Audit and Supervisory
Committee Member
Outside Director
Audit and Supervisory
Committee Member

✓

Male

Male

✓

✓

✓

✓

✓

Female✓■ The table above shows areas in which each Director can demonstrate a higher level of expertise based on their experience,
etc., and is not a comprehensive list of all knowledge they possess.

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