Securities Code: 3148
August 8, 2024
(Date of commencement of electronic provision measures: August 1, 2024)
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 27th Ordinary General Meeting of Shareholders
We are pleased to announce that the 27th 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 27th 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 22, 2024 (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 23, 2024, 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, 2024
2. Report on the Non-consolidated Financial Statements for the 27th Fiscal Year (From June 1, 2023
to May 31, 2024)-1-

Matters to Be Resolved
Proposal 1: Disposal of Surplus
Proposal 2: Election of Three (3) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3: Election of One (1) Substitute Director 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. The Company will provide the reference documents and sections of the business report andnon-consolidated financial statements in paper format, as was done before introduction of electronic
format. Based on the provisions of laws and regulations as well as Article 16 of the Company’s
Articles of Incorporation, information on the systems for ensuring appropriate business activities andstatus of system operation, policies regarding the determination of dividend of surplus funds etc.,
consolidated statements of changes in equity, the notes to the consolidated financial statements,
statements of changes in equity, and the notes to the non-consolidated financial statements are notincluded in the paper-based documents provided to shareholders. 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.
◎ 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 27th fiscal year’s year-end dividend, the Company proposes to pay ¥37 per share based on thisbasic policy.
As a result, the annual dividend for the fiscal year will be ¥64 per share including the previously paidinterim dividend of ¥27 per share. This total represents an increase of ¥12 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: ¥37
Total dividend payment: ¥2,376,986,708(3) Effective date for dividends of surplus
August 26, 2024
〇 Dividend per share / Consolidated dividend payout ratio

Consolidated payout ratio

29.7%
23.1%

22.5%

20.6%

Dividend per share (Annual25.4%

Consecutive increase

Interim)¥64.0

2021年5月期
FYE
May 2021

¥25.0

¥23.0

¥21.0

¥19.0

2020年5月期
FYE
May 2020

¥46.0

¥44.0

¥40.0

¥52.0

2022年5月期
FYE
May 2022-3-

2023年5月期
FYE
May 2023¥27.0

2024年5月期
FYE
May 2024

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.
Director, SALON DAY. Co., Ltd.
Aug. 2013
Director, WELL LIFE Co., Ltd.
Feb. 2020
Director, Yuri Store Co., Ltd. (current position)
Sep. 2023
Director, CREATE SD 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 and President of the Company and of CREATE SD CO., LTD.,he has demonstrated leadership in the formulation of management visions
and the 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. 1984
Joined PIP CO., LTD.
Yukihiko Takiya
May1989
Joined Midori Drugstore, Limited (currently CREATE
SD CO., LTD.)
Born December 30, 1965
Sep. 2002
Zone Manager, CREATE SD CO., LTD.
Number of the Company’s
Dec. 2009
Chair, Central Executive Committee of the Union,
CREATE SD CO., LTD.
shares owned: 15,700
Dec. 2020
Special Assistant to the Representative Director andPresident, CREATE SD CO., LTD.
June 2021
Executive Officer and General Manager of StoreOperations Division, CREATE SD CO., LTD.
Aug. 2022
Director and General Manager of Store Operations
3
Division, CREATE SD CO., LTD.
New Election
Sep. 2023
Representative Director and President and General
Manager of Store Operations Division, CREATE SD
CO., LTD.
Reasons for nomination as candidate for Director
Yukihiko Takiya has long been involved in developing business
operations, improving business activities, and controlling and supervising
worksites at CREATE SD CO., LTD., the Group's major operatingcompany. As the company’s Union representative, he has listened to
employee views and worked to improve labor conditions. Today, as theRepresentative Director and President, he is applying his skills to manage
and control the business.
(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 One (1) Substitute Director 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.
Jan. 2010
Outside Corporate Auditor, AISAN INFORMATION
Number of the Company’s
SYSTEM CO., LTD.
shares owned: —June 2022
Outside Director (Audit & Supervisory Committee
Member), KUNIMINE INDUSTRIES CO., LTD.
(current position)
Nov. 2023
Outside Auditor, YAMAZAKI CONSTRUCTION CO.,LTD. (current position)
Reasons for nomination as candidate for Outside Substitute
Director who is an Audit and Supervisory Committee Member andexpected roles
Takafumi Harada has cultivated expertise and experience as an attorney atlaw in all aspects of corporate legal affairs, including compliance and risk
management, and possesses experience as a corporate auditor at othercompanies. 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 managementfrom an objective and neutral perspective.
(Notes) 1. There is no special interest between any of the candidates 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

GenderHisao Yamamoto

Representative Director
and Chairman

Taizo Hirose
Yukihiko Takiya
Shuichi Baniwa

Yukio Hara

Yoko Anpo

Human
Resources andLabor Affairs

Sales andMarketing

Male

✓

✓

✓

Representative Director
and President

Male

✓

✓

✓

Director

Male

✓

✓

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

Male

Male

Finance andAccounting

Legal Affairs
and RiskManagement

Management

✓

✓

✓

✓

✓

FemaleHealthcare

✓

✓

✓

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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