Note: This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
Securities Code: 8704
June 9, 2023
(Commencement date of electronic provision measures: June 2, 2023)

Dear Shareholders(Location of Head Office)1-10-14, Hamamatsucho, Minato-ku, Tokyo(Headquarters)
28th Floor, Yebisu Garden Place Tower, 420-3, Ebisu, Shibuya-ku, Tokyo

TRADERS HOLDINGS CO., LTD.
Representative Director, Chairman and President Takayuki Kanamaru

Notice of Convocation of the 24th Annual General Meeting of Shareholders
I would like to take this opportunity to thank all of you for your ongoing support.
We are pleased to inform you that the 24th Annual General Meeting of Shareholders will be held as outlined below.
In convening the Annual General Meeting of Shareholders, we have taken electronic provision measures for
information contained in the reference and other documents for the Annual General Meeting of Shareholders (items
subject to electronic provision measures), and they are posted on the following websites on the Internet. We ask you toaccess either of these websites and confirm.
[The Company’s website (in Japanese)]https://www.tradershd.com/ir/soukai/

In addition to the above website, the items subject to electronic provision measures are also posted on the website ofTokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) below, enter and search“Traders Holdings” for Issue name (company name) or “8704” for Code, select “Basic information” and then“Documents for public inspection/PR information,” and check “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” under “Filed information available for public
inspection.”[TSE website (Listed Company Search) (in Japanese)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you do not attend the meeting, you may exercise your voting rights by electronic means (via the Internet, etc.) orin writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 5:30 p.m. on Monday, June 26, 2023, (JST).

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10 a.m. on Tuesday, June 27, 2023, (JST)(Doors will open at 9:30 a.m.)
SPACE 6 Conference Room, 4th Floor, Ebisu Garden Place Tower
4-20-3, Ebisu, Shibuya-ku, Tokyo

1.

Date and time:2.

Place:

3.

Agenda for the Meeting:
Matters to Be
1. Report on the content of the business report and the consolidated financial statements
Reported:
and report on the results of the audits of the consolidated financial statements performed(Please you are in the right place as it is different from that in the previous Meeting of Shareholders.)

2.

by the Accounting Auditor and the Audit & Supervisory Board for the 24th fiscal year
(covering the period from April 1, 2022, to March 31, 2023).
Report on the non-consolidated financial statements for the 24th fiscal year (covering
the period from April 1, 2022, to March 31, 2023).

Matter to Be Resolved:
Appropriation of surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors
Proposal 3:
Matters regarding the exercise of voting rights:(1) If neither “for” or “against” is marked on the submitted Voting Rights Exercise Form, it will be treatedas consent for the relevant proposals.
(2) If you exercise your voting rights more than once via the Internet, etc., only your last vote will betreated as valid.
(3) If you exercise your voting rights both in writing using the voting form and via the Internet, etc., only
the vote cast via the Internet, etc. will be treated as valid, regardless of the date and time that the votes
are received.

4.

◎ If you plan to attend the Meeting in person, please submit the Voting Rights Exercise Form to the receptionist at
the Meeting.
◎ Should there be any amendments to the electronic provision measures, a notice to that effect and the matters
before and after the amendments will be posted on the Company website and the TSE website on the Internet.
◎ Any changes in the management of the Annual General Meeting of Shareholders will be announced on the
Company website.
◎ In accordance with laws and regulations and the provisions of Article 15 of the Articles of Incorporation of theCompany, the following matters are not included in the documents including the electronic provision measures tobe issued to shareholders who have requested the issuance of such documents.
(i)“Principal Offices,” “Employees,” “Accounting Auditors,” “Systems to Ensure Proper Operations,” and“Basic Policy on Control of the Company” in the Business Report;(ii) Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements; and(iii) Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
contained in such documents are part of the documents audited by the Accounting Auditor in preparing their audit
report and by the Corporate Auditors in preparing their audit report.

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Guide to Exercising Voting Rights by Electronic Means
1. Exercising voting rights via the Internet
If you wish to exercise your voting rights via the Internet, please review the following points before exercising
your voting rights. If you plan to attend the Meeting in person, you do not need to complete any procedures toexercise your voting rights by mail or via the Internet.
(i)

Voting rights exercise website(1) You can exercise your voting rights via the Internet by accessing the voting rights exercise website designatedby the Company (https://evote.tr.mufg.jp/) from your personal computer or smartphone. (Please note that you
will not able to access the above URL from 2 a.m. to 5 a.m. every day.)(2) You may not use the voting rights exercise website to exercise your voting rights using your personal computeror smartphone depending on your Internet usage environment, subscription services, or model.
(3) You may exercise your voting rights via the Internet by 5:30 p.m. on Monday, June 26, 2023, (JST). We ask
you to exercise your voting rights ahead of time and contact the Help Desk if you have any questions.

(ii) How to exercise your voting rights via the Internet(1) On the voting rights exercise website (https://evote.tr.mufg.jp/), use the “Login ID” and “Tentative Password”
indicated on the Voting Rights Exercise Form, and follow the on-screen guidance to cast your vote.
(2) Please note that if you wish to exercise your voting rights via the Internet, you will be asked to change your“Tentative Password” on the voting rights exercise website to prevent unauthorized access by third parties
other than shareholders.
2. Platform for exercise of electronic voting rights
Nominal shareholders such as trust companies, including standing proxies, who have applied in advance for theuse of the electronic voting rights exercise platform operated by ICJ, Inc., a joint venture company established by
the Tokyo Stock Exchange, etc., may also use the platform as a method of exercising their voting rights byelectronic means at the General Meeting of Shareholders of the Company in addition to the exercise of voting
rights via the Internet as described in 1 above.

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Consolidated financial statements
i. Consolidated balance sheets(Millions of yen)
As of March 31, 2023
AssetsCurrent assets
Cash and deposits
Work in process
Segregated deposits
Segregated deposits for customers
Other segregated deposits
Trading products
Short-term guarantee deposits
Margin deposits for foreign exchanges
Margin deposits for crypto-assets
Margin deposits for other-assets
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Tools, furniture and fixtures
Intangible assets
Software
Other
Investments and other assets
Long-term advance paid
Long-term deposits
Deferred tax assets
Other
Allowance for doubtful accounts
Total non-current assets
Total assets

5,235
6
72,646
72,634
12
543
7,119
6,762
352
5
779
(10)
86,320
285
213
78
638
609
29
1,072
173
172
543
356
(173)
1,997
88,317-4-

(Millions of yen)
As of March 31, 2023
Liabilities
Current liabilities
Trading products
Deposits received
Guarantee deposits received
Margin deposits received for foreign exchanges
Margin deposits received for crypto-assets
Short-term borrowings
Current portion of long-term borrowings
Current portion of bonds payable
Income taxes payable
Provision for bonuses
Other
Total current liabilities
Non-current liabilities
Bonds payable
Long-term borrowings
Provision for retirement benefits for directors (and other officers)
Retirement benefit liability
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Foreign currency translation adjustment
Total accumulated other comprehensive income
Total net assets
Total liabilities and net assets

-5-

208
20
73,08372,949
134
860
72
100
288
181
411
75,226
600
463
16
36
0
1,115
76,342

1,564
901
9,768
(310)
11,92252
52
11,97588,317

ii. Consolidated statements of income(Millions of yen)
Fiscal year ended
March 31, 2023
Operating revenue
Commission received
Net trading income
Financial revenue
Other sales
Other
Total operating revenue
Financial expenses
Other costs
Net operating revenue
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Subsidy income
Other
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of investment securities
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Loss on liquidation of business
Head office relocation expenses
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to owners of parent

86
8,757
1
343
6
9,194
53
688
8,452
4,710
3,742
1
7
3
11
13
5
4
23
3,730
27
27
13
61
52
127
3,630
605
(193)
412
3,217
3,217

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Non-consolidated financial statements
i.Non-consolidated balance sheets(Millions of yen)
As of March 31, 2023

AssetsCurrent assets
Cash and deposits
Accounts receivable - otherAccrued revenue
Other
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Other
Total property, plant and equipment
Investments and other assets
Shares of subsidiaries and associates
Guarantee deposits
Long-term prepaid expenses
Deferred tax assets
Total investments and other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Accrued expenses
Income taxes payable
Provision for bonuses
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Long-term deposits received
Provision for retirement benefits
Provision for retirement benefits for directors (and other officers)
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Other retained earnings
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders' equity
Total net assets
Total liabilities and net assets

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754
486
77
89
1,406

73
27
101
2,204
203
117
339
2,865
2,966
4,373

87
3
27
75
192
291
124
5
5
426
619

1,564
558
343
902
1,598
1,598
1,598
(310)
3,754
3,754
4,373

ⅱ.Non-consolidated statements of income(Millions of yen)
Fiscal year ended
March 31, 2023
Operating revenue
Consulting fee income of subsidiaries and affiliates
Dividends from subsidiaries and associates
Other operating revenue
Total operating revenue
Net operating revenue
Selling, general and administrative expenses
Operating profit
Non-operating income
Recoveries of written off receivables
Other
Total non-operating income
Non-operating expenses
Interest expenses
Commission expenses
Other
Total non-operating expenses
Ordinary profit
Extraordinary losses
Loss on retirement of non-current assets
Head office relocation expenses
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Profit

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804
875
6
1,685
1,685
850
835
0
0
1
9
1
0
10
826
4
19
23
803
(251)
(138)
(390)
1,193

Reference Materials for the General Meeting of Shareholders
Proposal 1: Appropriation of surplus
At the Company, our basic policy is to maintain a stable dividend payment twice a year with a target consolidated
dividend on equity ratio (DOE) of 4%, taking into account the need to secure retained earnings to develop businesses
and strengthen the management base toward the achievements of our targets. Based on the above policy, we propose to
pay a year-end dividend for the fiscal year ended March 31, 2023, as follows.
(1)

Type of dividend asset
Cash

(2)

Allocation of dividend asset and total amount of allocation
17 yen per share of common stock; total amount: 488,295,811 yen(3)

Effective date of distribution of the dividend
June 28, 2023

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Proposal 2: Partial Amendment to the Articles of Incorporation
1. Reasons for amendment
The Company moved its head office from Minato-ku, Tokyo to Shibuya-ku, Tokyo in April 2023. The purposesof this move were to further accelerate growth in the Group; to secure talented personnel at an early stage; toincrease floor space according to an increase in the number of employees; and to realize a location, functions offacilities supporting a business continuity plan (BCP), and an office environment that contribute to improving
our brand image. In line with the relocation, we propose a change in the location of the head office as stipulated
in Article 3 (Location of Head Office) of the current Articles of Incorporation.

2. Details of amendments
The details of the amendments are as follows:(Proposed amendments underlined)
Current Articles of Incorporation

Proposed amendments

Article 3. (Location of Head Office)
Article 3. (Location of Head Office)The head office of the Company shall be
The head office of the Company shall belocated in Minato-ku, Tokyo.
located in Shibuya-ku, Tokyo.

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Proposal 3: Election of Five (5) Directors
As of the conclusion of this General Meeting, the term of office of all six directors will expire. Accordingly, we propose
to elect five Directors.
Candidates for directors are as follows:
Candidate No.

Name(Date of birth)

Career summary, positions and areas of responsibilities(Significant concurrent positions outside the Company)
Oct. 1967
Apr. 1991

1

Takayuki Kanamaru(October 28,1928)
Reelection

Apr. 2002
Jan. 2009
July 2012
June 2020

President and Representative Director of Daiwa Shohin Co.,Ltd.
Director of Daiwa Futures Co., Ltd.
(currently Himawari Securities, Inc.)
Director of the Company
President and Representative Director
Adviser
Representative Director, Chairman and President (current
position)

Number of theCompany’s shares
owned

1,273,400(Reasons for designation as a director nominee)
Mr. Takayuki Kanamaru, as the Company's founder, has contributed to the expansion of the Company’s business over many years and has
played an important role in the sustainable growth and enhancement of corporate value of the Group. The Company nominates Mr. Kanamaru
as a director because we believe that his extensive experience and broad knowledge have greatly contributed to the growth of the Group.
Oct. 1995
Jan. 2000
Mar. 2000
Sep. 2001
2

Nasayuki Niizuma(November 8,1970)
Reelection

Apr. 2003
Nov. 2008
May 2009
June 2011
July 2017
June 2021
June 2022
June 2022

Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu
LLC)
Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)
Registered as a certified public accountant
Joined Traders Securities Co., Ltd. (currently TRADERSHOLDINGS CO., LTD.)
Director of the Company
Opened Niizuma Certified Public Accountants Office, Director(current position)
Registered as a tax accountant
Director of the Company
Adviser
Director of the Company
Executive Managing Director (current position)
Director of Nextop.Asia Co., Ltd. (currently FleGrowth Co.,
Ltd.) (current position)

23,400(Reasons for designation as a director nominee)
Mr. Masayuki Niizuma has served as a Director at the Company for a long period of time and contributed to the establishment andstrengthening of the business foundation since the early days of the Company. In addition, as a certified public accountant and tax accountant,
he has deep knowledge of accounting, taxation and finance, and plays a role in appropriate and efficient planning and implementation of awide range of business management and business strategies of the Group, including financial issues of the Group and support for the
management of subsidiaries. The Company nominates Mr. Niizuma as a Director because it believes that he will contribute to the sustainableenhancement of corporate value of the Company.

3

Takeshi Kanamaru(March 5,1991)
Reelection

Apr. 2015
Sep. 2021
June 2022
June 2022

Joined DENTSU INC.
Joined the Company, General Manager, Strategic Business
Promotion Department
Director (present position)
Director of Nextop.Asia Co., Ltd. (currently FleGrowth Co.,
Ltd.) (current position)

16,700(Reasons for designation as a director nominee)
Mr. Takeshi Kanamaru has utilized his extensive sales and marketing experience cultivated in a leading advertising agency to establish a newcorporate identity (CI) of the Group and to oversee initiatives that contribute to the enhancement of brand value by formulating “Mission
Vision Values” for each group company, as well as to promote projects that create new added value in the Group’s businesses, such as theestablishment of Corporate Venture Capital (CVC). The Company nominates Mr. Kanamaru as a Director because it expects that he willcontribute to the sustainable corporate growth of the Company by executing his duties on the management of subsidiaries through guidanceon sales and marketing as well as advertising development throughout the Group.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibilities(Significant concurrent positions outside the Company)
Oct. 1994

4

Masashi Ichikawa(August 22,1969)
Outside director
Reelection

Apr. 1998
Jan. 2000
Apr. 2010
May 2016
June 2020

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)
Registered as a certified public accountant
Opened Ichikawa Certified Public Accountants Office,Director (current position)
Outside Director of People Co., Ltd.
Outside Corporate Auditor of ARC SYSTEM WORKS CO.,LTD. (current position)
Director of the Company (present position)

Number of theCompany’s shares
owned

17,300(Reasons for designation as an outside director nominee and expected role)
Although Mr. Masashi Ichikawa has never been involved in corporate management other than by serving as an outside officer, he has extensive
experience as an outside officer in addition to his highly specialized knowledge as a certified public accountant and he has provided advice
to the management of the Company based on his insights. The Company nominates Mr. Ichikawa as an outside director because it expects
that he will continue to supervise the Group’s management from an objective and fair standpoint as an outside director.

5

Daisuke Kawabata(December 26,1972)
Outside director
Reelection

Apr. 2000
Apr. 2004
June 2017
Apr. 2020
June 2020

Registered as an attorney
Partner of Hibiyamitsuke Law Office (current position)
Bar Examination Committee member
Instructor, Legal Training and Research Institute of theSupreme Court
Director (present position)

0(Reasons for designation as an outside director nominee and expected role)
Although Mr. Daisuke Kawabata has never been involved in corporate management, he has made comments at meetings of the Board of
Directors primarily from the perspective of a legal professional based on his extensive experience as a lawyer and has played a fair role insupervising the Company’s management. The Company nominates Mr. Kawabata as an outside director because it expects that he willcontinue to appropriately perform his duties as an outside director.
Notes: 1. There is no special conflicts of interest between each candidate and the Company.
2. Mr. Masashi Ichikawa and Mr. Daisuke Kawabata are candidates for outside director.
3. Mr. Masashi Ichikawa and Mr. Daisuke Kawabata are currently outside directors of the Company, and their terms of office as
outside directors will be three years at the conclusion of this General Meeting of Shareholders.
4. The Company has entered into agreements with Mr. Masashi Ichikawa and Mr. Daisuke Kawabata to limit their liabilities fordamages under Paragraph 1 of Article 423 of the Companies Act pursuant to the provisions of Paragraph 1 of Article 427 of thesame Act. The maximum amount of liability for damages under such agreement shall be the minimum liability amount stipulated
in Article 425, Paragraph 1 of the Companies Act. If the reappointment of Mr. Masashi Ichikawa and Mr. Daisuke Kawabata isapproved, the Company plans to continue the said agreements with each of them.
5. The Company has entered into directors and officers liability insurance contracts with insurance companies set forth in Paragraph
1, Article 430-3 of the Companies Act, under which directors of the Company are insured. Such insurance contracts cover their
liability for the performance of their duties as director or officer of the Company and damage which may arise from a claim forloss or damage caused by such liability. Each director candidate will be included among the insured if elected as a director of theCompany by this proposal. The Company plans to renew the said contracts with the same contents at the next renewal.
6. The Company has appointed Mr. Masashi Ichikawa and Mr. Daisuke Kawabata as independent officers as stipulated by Tokyo
Stock Exchange, Inc. and submitted a notification to the Tokyo Stock Exchange. If they are elected as proposed at this Meeting,they will continue to be independent officers.

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Board Skill Matrix (planned)(Note)

The following is the skill matrix of the Board of Directors if the candidates for this proposal are appointed as proposed.
Name

Corporate management, business strategy
Financial business experience

Takayuki
Kanamaru

MasayukiNiizuma●●●●Takeshi
Kanamaru

MasashiIchikawa

Daisuke
Kawabata●●

Marketing, sales
Global business●●

Legal & Compliance
Finance, accounting, tax
Risk management, governance, internal control- 13 -●●●●