Securities Code: 3148
August 5, 2022
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 25th Ordinary General Meeting of Shareholders
We are pleased to announce that the 25th Ordinary General Meeting of Shareholders of CREATE SDHOLDINGS CO., LTD. (the “Company”) will be held as detailed below.
Please note that in order to prevent the spread of COVID-19, we have decided to hold this meeting on amuch more limited scale. We request that all shareholders refrain from attending this year's meeting inperson regardless of their health condition, and to exercise their voting rights in advance in writing or via
the Internet to the greatest extent possible.
Due to the limited number of seats available, shareholders who wish to attend the meeting in person arerequested to register in advance. Souvenirs for shareholders and events such as health counseling meetings
will not be available.
For those shareholders who will not be attending the meeting in person, please review the Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on
Thursday, August 25, 2022 (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.
1. Date and Time Friday, August 26, 2022, 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
In the interest of preventing the spread of COVID-19, the meeting will be held on alimited scale in a conference room at the Company's headquarters.

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, 2022
2. Report on the Non-consolidated Financial Statements for the Fiscal Year Ended May 31, 2022
Matters to Be Resolved
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Three (3) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 4: Election of One (1) Substitute Director who is an Audit and Supervisory Committee
Member-1-

◎ When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Though we ask that shareholders refrain from in-person attendance on the day of the meeting in theinterest of preventing the spread of COVID-19, those shareholders wishing to attend in person are
required to register in advance. We have set an attendance limit of 80 shareholders in order to mitigate
the risk of infection among the attending shareholders and Company employees. Please note that alottery may be held if pre-registrations exceed this limit.
Pre-registrations must be received by 6:00 p.m. on Thursday, August 18, 2022 (Japan Standard Time)at the email address below. We will notify applicants via email on Friday, August 19, 2022, regarding
pre-registration results.
Email pre-registrations to:touroku2022@create-sd.co.jp
Email subject format: (8-digit shareholder number) ATTENDANCE APPLICATION
Information to include in body text: (1) Full name, (2) Postal code, (3) Address◎ Based on the provisions of laws and regulations as well as Article 16 of the Company’s Articles ofIncorporation, the following items are posted on the Company’s website(https://www.createsdhd.co.jp/) (in Japanese only) and are therefore not included in this Notice.
Accordingly, the documents attached to this Notice do not comprise the entirety of documents subject
to audits by the Audit and Supervisory Committee and the Accounting Auditor in preparing the Audit
Report.
(1) Systems for Ensuring Appropriate Business Activities and Status of System Operation(2) Notes to the Consolidated Financial Statements(3) Notes to the Non-consolidated Financial Statements◎ Any amendments to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements, or the Consolidated Financial Statements will beannounced on the Company's website (https://www.createsdhd.co.jp/) (in Japanese only).

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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 year-end dividend for the fiscal year ended May 31, 2022, the Company proposes to pay ¥23 pershare based on this basic policy.
As a result, the annual dividend for the fiscal year ended May 31, 2022 will be ¥46 per share including thepreviously paid interim dividend of ¥23 per share. This total represents an increase of ¥2 per share over theprevious 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: ¥23
Total dividend payment: ¥1,454,027,501(3) Effective date for dividends of surplus
August 29, 2022
〇 Dividend per share / Consolidated dividend payout ratio
23.4%

22.5%

23.1%

22.5%
20.6%

Dividend per share (AnnualConsecutive increase

¥19.0

¥18.0

¥17.0

2019年
FYE May 2019
5月期

2020年
FYE May 2020
5月期

-3-

¥46.0

¥44.0

¥40.0

¥36.0

¥34.0

2018年
FYE May 2018
5月期

Interim)

¥21.0

2021年
FYE May 2021
5月期

¥23.0

2022年
FYE May 2022
5月期

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September
1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in
preparation for the introduction of the system for providing informational materials for general
meetings of shareholders in electronic format.
(1) Article 16, Paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for general
meetings of shareholders, etc. in electronic format.
(2) Article 16, Paragraph 2 in “Proposed Amendments” below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
2. Details of the Amendments
The proposed amendments are as follows:(Underlined portions indicate changes.)
Pre-amendment Articles of Incorporation(Internet disclosure and deemed provision of reference
documents for the general meeting of shareholders, etc.)
Article 16 When the Company convenes a general
meeting of shareholders, if it discloses information thatis to be stated or presented in the reference documents
for the general meeting of shareholders, business
report, non-consolidated financial statements andconsolidated financial statements through the internet
in accordance with the provisions prescribed by
Ministry of Justice Order, it may be deemed that theCompany has provided this information toshareholders.
(Newly established)

Supplementary Provisions(Transitional measures concerning exemption of Audit
and Supervisory Committee Members from liability)
1–2 (Omitted)(Newly established)

Proposed Amendments(Deleted)(Measures for electronic provision of information, etc.)
Article 16 1
When the Company convenes a general
meeting of shareholders, it shall take measures forproviding information that constitutes the content ofreference documents for the general meeting ofshareholders, etc. in electronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the deliveryof paper-based documents by the record date of voting
rights.
Supplementary Provisions(Transitional measures concerning exemption of Audit
and Supervisory Committee Members from liability)
1–2 (No amendment)(Transitional measures concerning electronic provision ofmaterials for general meetings of shareholders)
1 Deletion of Article 16 of the pre-amendment Articles
of Incorporation (Internet disclosure and deemed-4-

provision of reference documents for the general
meeting of shareholders, etc.) and new establishmentof Article 16 of the Articles of Incorporation(Measures for electronic provision of information, etc.)
shall be effective from September 1, 2022, the date ofenforcement of the revised provisions provided for in
the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2 Notwithstanding the provision(s) of the preceding
paragraph, Article 16 of the pre-amendment Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3 These Supplementary Provisions (Transitional
measures concerning electronic provision of materials
for general meetings of shareholders) shall be deleted
after six months have elapsed from the Effective Dateor after three months have elapsed from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.

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Proposal 3: Election of Three (3) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all current four (4) 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 the foundation 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 theGroup and the enhancement of its corporate value.

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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. (current position)
Aug. 2013
Director, WELL LIFE Co., Ltd. (current position)
Feb. 2020
Director, YURIGAOKA SANGYO 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: 7,500
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 logisticsrelated divisions, promoted the introduction of new services andsystems, and has otherwise 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 theGroup and the enhancement 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 contract as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover damages andlegal dispute fees to be borne by the insured parties if they receive a claim for damages. Each candidate will be
included as an insured party in this insurance policy. This is to be updated as necessary.
Name and Other Data-8-

Proposal 4: 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)
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 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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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
Shigeto Nakaura
Shuichi Baniwa

Yukio Hara

Yoko Anpo

Sales andMarketing

Male

✓

✓

✓

Representative Director
and President

Male

✓

✓

✓

Director

Male

✓

✓

Director, Audit andSupervisory Committee
MemberOutside Director
Audit and Supervisory
Committee Member
Outside Director
Audit and Supervisory
Committee Member

Male

Male

Finance andAccounting✓✓

Legal Affairs andRisk Management

Human
Resources andLabor Affairs

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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