Stock code: 2157
November 9, 2022

To Our Shareholders:
1-5-1 Odomomachi, Maebashi-shi, Gunma, JapanKOSHIDAKA HOLDINGS Co., LTD.
Hiroshi Koshidaka, Representative Director & President

Notice of Convocation of the 53rd General Meeting of Shareholders
Notice is hereby given that the 53rd General Meeting of Shareholders of KOSHIDAKA HOLDINGS Co., LTD.
(“Koshidaka Holdings” or the “Company”) will be held as described below.
In order to prevent the spread of COVID-19, we ask shareholders to submit your votes in advance in writingor electronically by using the Internet.
When you exercise your voting rights in writing or electronically by using the Internet, please review theenclosed Reference Materials of General Meeting of Shareholders. Please exercise your voting rights by 6:00
p.m. on Thursday, November 24, 2022.
1. Date and time

Friday, November 25, 2022 at 10:00 a.m. (doors open at 9:00 a.m.)

2. Place

Tokyo Shoken Building 8th floor hall
1-5-8, Nihombashi-Kayabacho, Chuo-ku, Tokyo, Japan(The location of this year’s meeting differs from the location of the prior year’smeeting.)

Shareholders who attend the meeting will not receive a gift from the Company. Thank you for your understanding.

3. Agenda for the Meeting
Matters to be reported: 1.

Report on the Business Report and the Consolidated Financial Statements forthe 53rd Fiscal Year (September 1, 2021 to August 31, 2022), and audit resultson the Consolidated Financial Statements by the Accounting Auditor and theAudit & Supervisory Committee

2.

Report on the Non-Consolidated Financial Statements for the 53rd Fiscal Year
(September 1, 2021 to August 31, 2022)

Matters to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendments to Articles of Incorporation

Proposal 3:

Election of Five (5) Directors (excluding Directors who are members of Audit &Supervisory Committee)1〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
* When attending the shareholders meeting in person, please present the enclosed voting form to the receptionist at themeeting.
* The number of persons entering the meeting may be limited depending on the severity of the pandemic when themeeting is held.
* Sanitizer dispensers will be placed near the entrance to the shareholders meeting for the use of shareholders.
Shareholders who attend the meeting are asked to bring a mask and wear it at all times.
* At the reception desk, we will check the temperature of people who want to attend the meeting. Individuals whohave an elevated temperature or are not feeling well will not be allowed to enter the meeting room and asked toleave.
* All Koshidaka Holdings personnel involved in the operation of the shareholders meeting will go to this meeting only
after their health, including body temperature, has been checked and masks are in place.
* Of the documents to be attached to this notice of convocation, matters to be presented as 2. Summary of theCompany in the Business Report, (5) System to Ensure the Propriety of Business Operations, (6) Operational Statusof Systems to Ensure the Propriety of Business Operation, the Notes to the Consolidated Financial Statements andthe Notes to the Non-consolidated Financial Statements are posted on the Koshidaka Holdings website(https://www.koshidakaholdings.co.jp) pursuant to laws and regulations and the provisions in Article 16 of theCompany’s Articles of Incorporation, and are therefore not included in the documents included with this notice ofconvocation.
* To shorten the time required for the shareholders meeting in order to prevent the spread of COVID-19, detailed
explanations from the podium of matters to be reported, including audit report, and proposals to be resolved will beomitted. Shareholders are asked to review this information beforehand in this notice of convocation.
* If any amendment is made to the Reference Materials of General Meeting of Shareholders, the Business Report andthe Consolidated and/or the Non-Consolidated Financial Statements, the amended information will be posted on theKoshidaka Holdings website (https://www.koshidakaholdings.co.jp).
* The voting results for these proposals will be posted on the Koshidaka Holdings website after the closure of themeeting instead of providing notification using a paper document.

2

Reference Materials of General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Koshidaka Holdings proposes the appropriation of surplus as follows:
Matters concerning year-end dividends
In view of the current results of operations, future business activities and other items, the year-end dividend for thefiscal year ended August 31, 2022 (FY8/22) is as follows.
(1) Type of dividend
Cash(2) Matters relevant to allotment of dividends and total amount to be distributed
Koshidaka Holdings proposes a dividend of 4 yen per share of its common shares.
Total dividends will be 329,193,136 yen.
(3) Effective date of the distribution of retained earnings
November 28, 2022
Proposal 2: Partial Amendments to Articles of Incorporation
1. Purpose of amendments to the Articles of Incorporation
The amended provisions stipulated in the proviso of Article 1 in the supplementary provision of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) became effective on September 1, 2022. Accordingly, Koshidaka
Holdings proposes the following amendments to the Articles of Incorporation in order to allow the electronic
distribution of reference materials for the General Meeting of Shareholders and allow for limiting the information
provided in writing to shareholders who request reference materials on paper documents.
In addition, the current provision concerning the Internet disclosure and deemed provision of reference materials for
the General Meeting of Shareholders is to be deleted because it is no longer needed. This proposal also includes theestablishment of supplementary rules for transitional measures and other items concerning this change.

32. Description of proposed changes
Proposed changes are as follows.
(Revised sections are underlined.)
Proposed changes[Deleted]

Current(Internet Disclosure and Deemed Provision of Reference
Documents for the Shareholders Meeting)
Article 16 In connection with the calling of theShareholders Meetings, the Company may
regard that the information concerning thematters to be stated or indicated in thereference documents for Shareholders
Meeting, business reports, non-consolidated
financial statements and consolidated
financial statements has been submitted tothe shareholders, if the information isdisclosed through internet in accordance withthe provisions in the ordinance of Ministry ofJustice.
[New addition](Electronic Provision Measure, Etc.)
Article 16 The Company shall, when convening aShareholders Meeting, take the electronic
provision measure for information included in
the reference documents for General Meetingof Shareholders, etc.
2.

[New addition]

Among the matters subject to the electronic
provision measure, the Company may choose
not to include all or part of the matters
stipulated in the ordinance of Ministry ofJustice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

Supplementary Provisions
1. Notwithstanding the provisions of the proposed
Article 16 (Electronic Provision Measure, Etc.),
Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for theShareholders Meeting) of the current Articles ofIncorporation shall remain in force with respect to a
Shareholders Meeting to be held on or before
February 28, 2023.
2.

4

These supplementary provisions shall be deleted on
the later of either March 1, 2023 or the day on which
three (3) months elapse from the day of theShareholders Meeting set forth in the preceding
paragraph.

Proposal 3: Election of Five (5) Directors (excluding Directors who are members of Audit & SupervisoryCommittee)
The terms of office of all five (5) Directors (excluding Directors who are members of Audit & Supervisory
Committee) will expire at the conclusion of this meeting. Accordingly, we propose the election of five (5) Directors(excluding Directors who are members of Audit & Supervisory Committee).
All candidates have been selected after incorporating the conclusions of the Nominations and Remuneration
Committee of the Board of Directors following this committee’s discussions concerning candidates. The Audit &Supervisory Committee has determined that these candidates are suitable to serve as Directors based on their diverse
backgrounds, skills and assessments of business operations and results of operations in the past fiscal year and otheritems.
Candidates for Directors (excluding Directors who are members of Audit & Supervisory Board) are as follows:No.

Name(Date of Birth)

Brief personal record, positions, responsibilities and significant concurrent positions
April 1986

Joined the Company

August 1995

Representative Director and President of the Company

September 2010Representative Director and CEO & President (current)

No. of shares
owned(Significant concurrent positions)

HiroshiKoshidaka(April 2, 1960)

Representative Director & President of KOSHIDAKA Co., Ltd.
Representative Director and Chairman of KOSHIDAKA
PRODUCTS Co., LTD.
Representative Director & President of KOSHIDAKA
INTERNATIONAL PTE.LTD.

11,000,000

Representative Director & President of Fukuru Co., Ltd.
Reasons for nomination as a candidate for Director
Since becoming a Representative Director in 1995, Mr. Koshidaka has used strong leadership andmanagement decisions with accuracy, speed and flexibility to oversee the growth of the Koshidaka Group.
Furthermore, he has overseen actions for overcoming the unprecedented crisis created by the COVID-19
pandemic and for achieving a V-shaped recovery in sales and earnings. Mr. Koshidaka is a candidate forelection as a Director based on the belief that his extensive experience and knowledge of overallmanagement will enable him continue to be a leader who is vital to the management of Koshidaka Holdings.
January 1980

MiwakoKoshidaka(November 23,1960)
2May 1986

Joined Dai-ichi Securities Co., Ltd. (current Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.)
Joined the Company

March 2000

Audit & Supervisory Board member of the Company

January 2002

Director, General Manager of General Affairs Department of theCompany
Director, in charge of General Affairs of the Company

September 2010
March 2014

Managing Director, in charge of General Affairs of the Company(current)(Significant concurrent positions)Representative Director and President of KOSHIDAKA BusinessSupport Co.,LTD.
Director, General Manager of General Affairs Department ofKOSHIDAKA Co., Ltd.
Representative Director and President of Yozan Co., Ltd.

Reasons for nomination as a candidate for Director
Since her election as a Director in 2002, Ms. Koshidaka has properly conducted internal management
operations as a manager involving administrative and human resources operations.
Ms. Koshidaka is a candidate for election as a Director based on the belief that she can continue to contributeto the growth and advancement of the Koshidaka Group by using her extensive experience andaccomplishments involving the business operations she supervises as well as many other fields including
sales activities and compliance.

5964,000

No.

Name(Date of Birth)

Brief personal record, positions, responsibilities and significant concurrent positions
April 1984
June 1999
July 2009

YoshihitoDoi(March 20, 1961)

September 2010
March 2015

3

Joined KOKUSAI Securities Co., Ltd. (current Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.)
Joined TAKASAGO ELECTRIC INDUSTRY CO., LTD. (currentKonami Amusement Co., Ltd.)
Joined the Company as General Manager of Internal Control
Promotion OfficeDirector, in charge of Group Management of the Company
Managing Director, in charge of Group Management of theCompany (current)(Significant concurrent positions)
Director, General Manager of Accounting & Finance Division ofKOSHIDAKA Co., Ltd.
Vice President, Director of KOSHIDAKA Business SupportCo.,LTD.
Representative Director and President of KOSHIDAKA
PRODUCTS Co., LTD.
Representative Director of KOSHIDAKA KOREA Co., Ltd.

No. of shares
owned

643,200

Reasons for nomination as a candidate for Director
Since his election as a Director in 2010, Mr. Doi has been involved in the management of the Koshidaka
Group as a manager by establishing and implementing financial strategies. Mr. Doi is a candidate forelection as a Director based on the belief that he can continue to contribute to the growth and advancementof the Koshidaka Group by using his extensive experience and accomplishments involving management
strategies.

Akira Zama
(November 19,1972)
4April 1997

Joined SUNKUS & ASSOCIATES INC.

May 2008

Joined METRO Cash & Carry Japan K.K.

January 2014

Joined BEATRICE Co., Ltd.

January 2015

Joined Regus Japan K.K.

June 2015

Joined the Company

March 2017

Operating Officer, in charge of Overseas Operations of theCompany

November 2019

Director, Operating Officer, in charge of Overseas Operations ofthe Company

June 2022

Director, Operating Officer, General Manager of Overseas
Operations Department of the Company (current)(Significant concurrent positions)2,455

Director of KOSHIDAKA INTERNATIONAL PTE.LTD.
Reasons for nomination as a candidate for Director
Mr. Zama has experience as a manager of overseas business operations based in Southeast Asia. Since
becoming a Director in 2019, he has played a major role in business planning and operations for theKoshidaka Group’s growth in Southeast Asia. Mr. Zama is a candidate for election as a Director based on thebelief that he can use his experience involving sales and overseas business operations to continue tocontribute to the advancement of the Koshidaka Group.

Kenji Kobayashi(December 11,1978)

October 2003

Joined Nomura Securities Co, Ltd.

August 2004

Joined ZS Associates, Inc.

January 2011

Joined Boston Consulting Group

August 2020

Joined Advantage Partners, Inc.
Director of Advantage Advisors, Inc. (current)(Significant concurrent positions)5

Outside Director of Star Flyer, Inc.
Reasons for nomination as a candidate for Outside Director and his expected roles and duties
Mr. Kobayashi has many years of experience at ZS Associates and Boston Consulting Group, which arelarge consulting firms, and joined Advantage Partners in 2020 where he continues to provide management
guidance and other assistance as a corporate management professional. Mr. Kobayashi is a candidate forelection as an Outside Director based on the belief that he can use his extensive knowledge and experience toprovide strong support for accomplishing the goals of the Koshidaka Group’s medium-term business plan aswell as to use his position as an Outside Director to strengthen governance.

6-Notes 1. Mr. Kenji Kobayashi is a candidate for election as a new Outside Director. He serves as Director of Advantage Advisors,Inc., with which the Company has a capital and business alliance.
2. Director candidate Mr. Hiroshi Koshidaka serves concurrently as Representative Director and President of Fukuru Co.,
Ltd., which is one of the Company’s major shareholders.
3. Director candidate Ms. Miwako Koshidaka serves concurrently as Representative Director and President of Yozan Co.,
Ltd., which is one of the Company’s major shareholders.
4. There are no special conflicts of interests between other candidates for Directors and the Company.
5. If the election of Mr. Kenji Kobayashi is approved as proposed, the Company will enter into an agreement with him inaccordance with Paragraph 1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stipulatedin Paragraph 1, Article 423 of the Companies Act. The Company intends to limit the liabilities under the agreement to theminimum liability amount stipulated by laws and regulations.
6. The Company has entered into a liability insurance contract with an insurance company for Directors and Audit &Supervisory Committee members as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under this insurance
contract, compensation for legal damages and dispute costs incurred by insured will be covered, and the Company paid theentire insurance premium. The five candidates will be included in the insured of the insurance contract. The Company
plans to renew the contract in the middle of their terms of office.
7. The number of shares owned is as of August 31, 2022.

7

Reference
If shareholders approve Proposal 3, Koshidaka Holdings will have the following Directors and Executive Officers
who have the following skills. This table does not include all of the skills and knowledge of each individual.
Skills●●●YoshihitoDoi●●Akira Zama

●DirectorsAudit & Supervisory
Committee members

Kenji
Kobayashi

OutsideTomohiko
Nishi

Independent●KenichiTakai
Toshiyuki
SasakiIndependent

●

●

●

●

●

●

●

●

●

●

●

●

●

Executive Officers

Jiro Jundo●●

Yoshikuni
DemachiTakumaTanaka

●

●

●

●

●

●

●

Shigekyuki Independent
Moriuchi●●●Legal/ Risk
management /Internal control

MiwakoKoshidaka●＆IT/DX●

Finance andAccounting /M A

Propertydevelopment●

Personnel andlabor management/
Human resources

Marketing/Store operation●

New businessdevelopment

ESG/
Sustainability●

Outside/Independent

Internationality/
Overseasdevelopment

Corporatemanagement

Hiroshi
Koshidaka

Name●●●

8●●