Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 3608)
May 2, 2023
(Commencement date of electronic provision: April 26, 2023)

To Shareholders with Voting Rights:
Tsuyoshi Shimoji
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
8-5-27 Akasaka, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 12TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 12th Annual General Meeting of Shareholders (the “Meeting”) of TSIHOLDINGS CO., LTD. (the “Company”). The Meeting will be held for the purposes as described below.
The Company has taken measures for electronic provision of materials when convening the Meeting and has
posted matters subject to electronic provision measures on the following website on the internet under “Noticeof Convocation of the 12th Annual General Meeting of Shareholders.”
The Company’s website: https://www.tsi-holdings.com/soukai.html
In addition to the website above, the information is also available on the following website on the internet.
Tokyo Stock Exchange’s website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To see the information, visit the website above, enter the name or the securities code of the Company tosearch, and select “Basic information” then “Documents for public inspection/PR information.”
Instead of attending the Meeting, you may exercise your voting rights by either of the methods
described on page 4 (available only in the Japanese version). Please review the Reference Documents for
the General Meeting of Shareholders posted under the matters subject to electronic provision measuresand exercise your voting rights by 6:00 p.m. on Thursday, May 25, 2023, Japan time.

-1-1. Date and Time:

Friday, May 26, 2023 at 10:00 a.m. Japan time (opens at 9:00 a.m.)

2. Place:

West Suite, B1F, The Strings Omotesandoh located at
3-6-8 Kita-Aoyama, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The contents of the Business Report, Consolidated Financial Statements for
the Company’s 12th Fiscal Year (March 1, 2022 - February 28, 2023) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 12th Fiscal Year
(March 1, 2022 - February 28, 2023)
Proposal to be resolved:
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of Three (3) Auditors……………………………………………………………………………………………………………………..
◎ If any revisions are made to the matters subject to electronic provision measures, such revisions will be
posted on the applicable websites.
◎ The following matters are not included in the hard copy delivered to shareholders who requested the delivery,
pursuant to the provisions of laws, regulations and Article 15, Paragraph 2 of the Articles of Incorporationof the Company. Therefore, the hard copy is part of the documents audited by Auditors and the Accounting
Auditor when preparing their Audit Reports.
- Systems to Ensure Appropriate Operations- Implementation Status of Systems to Ensure Appropriate Operations- Consolidated Statements of Shareholders’ Equity in the Consolidated Financial Statements- Notes to the Consolidated Financial Statements- Statements of Shareholders’ Equity in the Non-consolidated Financial Statements- Notes to the Non-consolidated Financial Statements-2-

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal 1:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of the Meeting. Accordingly, theelection of seven (7) Directors including three (3) Outside Directors is proposed.
The candidates are as follows:
Name

No.
1

Re-election

Tsuyoshi Shimoji

2

Re-election

Masanori Maekawa

3

Re-election

Mitsuru Naito

4

New

Genya Oshiki

5
6
7

Re-election
OutsideIndependentRe-election
OutsideIndependentRe-election
OutsideIndependent

Current positions andresponsibilities at theCompany
Representative Director,
President & CEO
Director & Executive
General Manager, Platform
Headquarters
Director & Executive
General Manager, Corporate
Headquarters
Executive Officer &Executive General Manager,
Business Headquarters

Yutaka Nishimura

Director

Akira Iwamoto

Director

Naoko Ichikawa

Director-3-

Attendance at Boardof Directors
meetings
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(10 out of 10
meetings)−
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
January 1997
November 2004
September 2012

<Re-election>

1

November 2016

Tsuyoshi Shimoji
November 2018
(December 28, 1964)
June 2019
Attendance at Board March 2020of Directors meetings:
May 2020
14/14 (100%)
July 2020
March 2021

Joined Ueno-Shokai Co., Ltd. (presently TSI Inc.)
Director and General Manager, Commercial Dept., Ueno-ShokaiCo., Ltd.
Director, Executive Officer, and General Manager, Commercial
Division, Ueno-Shokai Co., Ltd.
Senior Managing Director, Executive Officer, and General
Manager, Commercial Division, Ueno-Shokai Co., Ltd.
Director, Chief Operation Officer and General Manager,
Commercial Division, Ueno-Shokai Co., Ltd.
Executive Officer, the Company
Executive Officer & Head of 4th Business Company, theCompany
Director & Head of 4th Business Company, the Company
Director, Executive General Manager, Sales Headquarters, andHead of 4th Business Company, Sales Headquarters, theCompany
Representative Director, President & CEO, the Company and
Representative Director, President & CEO, TSI Inc. (to present)

Number ofshares of theCompany held

22,114[Reason for nomination as a Director candidate]
Mr. Tsuyoshi Shimoji has been involved in corporate management and business execution, particularly in the apparel business, as
the Director and Chief Operation Officer of Ueno-Shokai Co., Ltd., which was absorbed by TSI Inc., a subsidiary of the Company,
in March 2022, and has extensive experience and achievements. Since March 2021, he has also been responsible for the
management as Representative Director, President & CEO of the Company and TSI Inc., a major business subsidiary of theCompany. As he is expected to strengthen the decision-making function and the supervisory function of the Board of Directors
drawing on his experience and achievement, he has been nominated as a Director candidate for re-election.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 1999
September 2001
September 2003
September 2009
September 2010

<Re-election>

2

Masanori Maekawa(March 11, 1964)

November 2010
September 2011
July 2013
March 2014

Attendance at Boardof Directors meetings: May 2018
14/14 (100%)
March 2020
March 2020
March 2021
May 2021
March 2023

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
General Manager, Natural Beauty Basic Business Dept., 1stBusiness Group, SANEI-INTERNATIONAL CO., LTD.
Executive Officer and Head of 5th Company, SANEIINTERNATIONAL CO., LTD.
General Manager, Natural Beauty Basic Business Dept., StoreBusiness Headquarters, SANEI-INTERNATIONAL CO., LTD.
Executive Officer and General Manager, Natural Beauty BasicBusiness Dept., SANEI-INTERNATIONAL CO., LTD.
Director & Executive Officer, SANEI-INTERNATIONAL CO.,LTD.
Director, Executive Officer, and Head of 1st Company, SANEIINTERNATIONAL CO., LTD.
Executive Officer, the Company
Representative Director and President, SANEI bd CO., LTD.
(presently TSI Inc.)
Representative Director and President, Rose Bud Co., Ltd.
(presently TSI Inc.)
Executive Officer & Head of 1st Business Company, theCompany
Representative Director and President, Nano Universe Co., Ltd.
(Presently TSI Inc.)
Executive Officer & General Manager, SCM Dept., theCompany, and Head of SCM Division, TSI Inc.
Director & General Manager, SCM Dept., the Company, andDirector & Head of SCM Division, TSI Inc.
Director & Executive General Manager, Platform Headquarters,
the Company, and Director & Executive General Manager,
Platform Headquarters, TSI Inc. (to present)

Number ofshares of theCompany held

4,229

[Reason for nomination as a Director candidate]
Mr. Masanori Maekawa has been involved in corporate management and business execution, particularly in the apparel business,as the Representative Director and President of SANEI bd CO., LTD. (presently TSI Inc.) over many years, and has extensive
experience and achievements. As he is expected to strengthen the decision-making function of the Board of Directors drawing on
his experience and achievement, he has been nominated as a Director candidate for re-election.
General Manager of Ichikawa Branch, Mizuho Bank, Ltd.
April 2008
Joined the Company, General Manager, Corporate Management
August 2014
Dept., TSI GROOVE & SPORTS (presently TSI Inc.)
General Manager, Finance & Accounting Dept., Administrative
May 2019<Re-election>
Headquarters, the Company
Executive Officer, General Manager, Finance & Accounting
June 2019
Mitsuru Naito
Dept., Administrative Headquarters, the Company(January 4, 1962)
Executive Officer, General Manager, Finance & Accounting
June 2020
3
2,851
Dept., the Company
Executive Officer, General Manager, Corporate Dept., theAttendance at Board March 2022
Company, and Head of Corporate Division, TSI Inc.
of Directors meetings:
Director & General Manager, Corporate Dept., the Company,
May 2022
10/10 (100%)and Director & Head of Corporate Division, TSI Inc.
Director & Executive General Manager, Corporate Headquarters,
March 2023
the Company, and Director & Executive General Manager,
Corporate Headquarters, TSI Inc. (to present)[Reason for nomination as a Director candidate]
Mr. Mitsuru Naito has extensive experience and achievements at a financial institute. Also at the Company, he has been involvedin management of the Group as Executive Officer of the Company since June 2019 and as Director of the Company since May
2022. As he is expected to strengthen the decision-making function of the Board of Directors drawing on his extensive experienceand knowledge, he has been nominated as a Director candidate for re-election.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
January 1983
September 2004
September 2005
September 2007
November 2011

<New>

4

Genya Oshiki(March 2, 1958)

March 2014
September 2015
March 2021

Attendance at Boardof Directors meetings:
August 2022−

October 2022

March 2023

Joined SANEI Co., Ltd. (presently the Company)
General Manager, CCR Planning & Sales Dept., 1st Company,
SANEI-INTERNATIONAL CO., LTD.
Head of Business Administration, ANGLOBAL ltd. (presently
TSI Inc.)
President and CEO, ANGLOBAL ltd.
Director, SANEI-INTERNATIONAL CO., LTD. (presently theCompany), and President and CEO, ANGLOBAL ltd. (presently
TSI Inc.)
Representative Director & President, SANEIINTERNATIONAL CO., LTD. (presently TSI Inc.), andPresident and CEO, ANGLOBAL ltd. (presently TSI Inc.)
President and CEO, ANGLOBAL ltd. (presently TSI Inc.)
Executive Officer & General Manager, Store
Development/Support Dept., the Company, and Head of Store
Development/Support Division, TSI Inc.
Executive Officer in charge of Business & General Manager,
Store Development/Support Dept., the Company, and Head of
2nd Business Division & Head of Store Development/Support
Division, TSI Inc.
Executive Officer in charge of Business & General Manager,
Store Development/Support Dept., the Company, and Head ofLifestyle Business Division & Head of Store
Development/Support Division, TSI Inc.
Executive Officer & Executive General Manager, Business
Headquarters, the Company, and Executive General Manager,
Business Headquarters, TSI Inc. (to present)

Number ofshares of theCompany held

11,974[Reason for nomination as a Director candidate]
Mr. Genya Oshiki was involved in corporate management for many years as the President and CEO of ANGLOBAL ltd. (presently
TSI Inc.). He has also been responsible for business execution of the Company as Executive Officer since March 2021 and has
extensive experience and achievements. As he is expected to strengthen the decision-making function of the Board of Directors
drawing on his experience and achievement, he has been newly nominated as a Director candidate for election.
Joined Kyokuto Petroleum Industries, Ltd. (presently ENEOS
April 1979
<Re-election>
Corporation)<Outside>
November 2003 Representative Director & CFO, Richemont Japan Limited<Independent>
Representative Director & COO, Richemont Japan Limited
July 2005
November 2005 Representative Director & President, Regional CEO, Richemont
Yutaka Nishimura
Japan Limited
5−(November 18, 1955)
Advisor, Carlyle Japan L.L.C.
January 2016
Outside Director, Mr Max Ltd. (presently Mr Max Holdings
May 2016
Attendance at Board
Ltd.) (to present)of Directors meetings: May 2019
Outside Director, the Company (to present)
14/14 (100%)
November 2021 Outside Director, ALPHA CO., LTD. (to present)[Reason for nomination as an Outside Director candidate and expected roles]
Mr. Yutaka Nishimura has been involved in corporate management and business execution as a corporate manager in a wide rangeof fields including consumer goods, and has extensive experience and achievements. As he is expected to provide the Company
with frank advice on the appropriateness of the decision-making of the Board of Directors, and is expected to strengthen the
supervisory function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside
Director candidate for re-election. After election, he is expected to continue fulfilling the above-mentioned roles. He will have
served approximately four (4) years as Outside Director of the Company at the conclusion of the Meeting.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined The Long-Term Credit Bank of Japan, Limited (presently
SBI Shinsei Bank, Limited)<Re-election>
Joined A.T. Kearney, Inc.
August 1998
<Outside>
Joined Advantage Partners Inc.
August 2001
<Independent>
Outside Director, The Daiei, Inc.
May 2005
Outside Director, OMC Card, Inc. (presently SMBC Finance
Service Co., Ltd.)
Akira Iwamoto
6
4,658
Outside Director, Nissen Co., Ltd. (presently Nissen Holdings(October 15, 1962) March 2007
Co., Ltd.)
Representative Director, Advantage Advisors, Inc.
Attendance at Board October 2007
Outside Director, CCS Inc.
July
2011
of Directors meetings:
Assistant to President, The Asahi Shimbun Company
January2017
14/14 (100%)
Advisor, Mizuho Financial Group, Inc.
April 2019
Outside Director, the Company (to present)
May 2020[Reason for nomination as an Outside Director candidate and expected roles]
Mr. Akira Iwamoto has been involved in corporate management and business execution at a number of companies throughinvestment activities, and has extensive experience and deep expertise. As he is expected to provide the Company with frankadvice on the appropriateness of the decision-making of the Board of Directors, and is expected to strengthen the supervisory
function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside Director candidate
for re-election. After election, he is expected to continue fulfilling the above-mentioned roles. He will have served approximately
three (3) years as Outside Director of the Company at the conclusion of the Meeting.
Joined KORG INC.
April 1981
September 1989 Joined Booz, Allen & Hamilton (Japan), Inc. (presently PwCConsulting LLC), Principal
Joined GE Capital Edison Life Insurance Company (presently
January 1999
The Gibraltar Life Insurance Co., Ltd.)<Re-election>
Joined GE Capital Leasing Corporation (presently GE Japan
December
2004<Outside>Inc.), Executive Officer<Independent>
Executive Officer and Chief Marketing Officer, GE Capital
April 2007
Leasing Corporation
Naoko Ichikawa
Joined Novartis Pharma K.K., Senior Manager
April 2009
7
1,021
(February 5, 1958)
Head of OTC Division, Novartis Pharma K.K.
May 2010
Joined Innovation Network Corporation of Japan (INCJ)
July 2012
Attendance at Board(presently Japan Investment Corporation (JIC)), Managing
of Directors meetings:
Director
14/14 (100%)
Joined Mitsubishi Chemical Holdings Corporation (presently
July 2017
Mitsubishi Chemical Group Corporation), Executive Officer andChief Marketing Officer
Outside Director, the Company (to present)
May 2021
Outside Director, Rakuten Securities Holdings, Inc. (to present)
April 2023
[Reason for nomination as an Outside Director candidate and expected roles]
Ms. Naoko Ichikawa has extensive experience and achievements, both as a management consultant and from her involvement incorporate management and business execution in a wide range of fields such as finance, pharmaceutical, and chemistry. As she isexpected to provide the Company with frank advice on the appropriateness of the decision-making of the Board of Directors, andis expected to strengthen the supervisory function of the Board of Directors from an independent and fair standpoint, she has been
nominated as an Outside Director candidate for re-election. After election, she is expected to continue fulfilling the abovementioned roles. She will have served approximately two (2) years as Outside Director of the Company at the conclusion of the
Meeting.
April 1986

(Notes)
1.
2.
3.
4.

No conflict of interest exists between the Company and any of the above Director candidates.
Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa are candidates for Outside Directors as stipulated
in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has designated Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa as independent
officers pursuant to the rules of Tokyo Stock Exchange, Inc. and has notified the Exchange accordingly.
The Company has entered into an agreement with Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa
to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the agreement is the lowest amount permitted by laws and regulations. The Company is planning to continue

-7-

5.

6.

7.

the said liability limitation agreement with Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa subject
to their re-election.
At Mr Max Holdings Ltd., at which Mr. Yutaka Nishimura currently serves as Outside Director, there wasmisappropriation of company assets by an employee of the company, which was during the term of office of Mr.
Nishimura. While he was not aware of this fact in advance, he has consistently voiced opinions at the Board of Directors
meetings on the necessity of thorough risk management, and since this fact has come to light, he has fulfilled his
responsibilities by providing advice on the investigation of causes and prevention measures.
The number of shares of the Company held shown in the table above indicates the number of shares effectively held by
each candidate including the number of shares held through the TSI Officers’ Share Ownership Plan and the TSI
Employees’ Share Ownership Plan as of February 28, 2023.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company at the expense of the Company. The insurance contract covers
damage that may be incurred by the insured as a result of assuming liability for the execution of their duties or receiving
claims related to the pursuit of such liability. However, there are certain exclusions, such as no coverage for damage
arising from actions taken with the knowledge that they were in violation of laws and regulations. Each candidate will
be insured under the said insurance contract. Also, the said insurance contract will be renewed on June 1, 2023, whichfalls during the term of office of each candidate.

-8-

Skill Matrix of Director Candidates

Name
Tsuyoshi
Shimoji
Masanori
Maekawa
Mitsuru
Naito
Genya
OshikiYutakaNishimura
Akira
Iwamoto
Naoko
Ichikawa

Positions andresponsibilities
Representative
Director,
President & CEO
Director & Executive
General Manager,
Platform
Headquarters
Director & Executive
General Manager,
Corporate
Headquarters
Director & Executive
General Manager,
Business
Headquarters
Director
Director

Knowledge and experience of each candidate
Corporate
management

Finance &accounting

Riskmanagement

Design,Marketing

●

●

●

●
●

●

●
●
●

●
●

●

Global,Diversity

●
●

●
●

●

●

●
●
●

●

DirectorIT, DX,
Supplychain●(Notes)1. “Positions and responsibilities” stated above are those each candidate is scheduled to assume when he or she is elected at the
Meeting.
2. Items marked with a circle do not represent all knowledge and experience of each candidate.

-9-

Proposal 2:

Election of Three (3) Auditors

The terms of office of Auditors, Mr. Hidetaka Nakashima, Mr. Kiyoshi Kadota, and Mr. Masaaki Sugiyama
will expire at the conclusion of the Meeting. Accordingly, the election of three (3) Auditors, including two (2)Outside Auditors, is proposed.
The Company has obtained consent from the Audit & Supervisory Board with respect to the submission ofthis Proposal.
The candidates are as follows:
Name(Date of birth)

Past experience, positions and significant concurrent positions
August 1987
September1998
September 2000
September 2006
September 2007
September 2008

<New>

1

Kazuhiro Dodo
(October 12, 1961)
Attendance at Board of
Directors meetings:−

September 2011
March 2014
June 2017
June 2018
March 2021
March 2022
March 2023

Joined SANEI Co., Ltd. (presently the Company)
General Manager, Human Resources Dept., SANEIINTERNATIONAL CO., LTD. (presently the Company)
General Manager, Human Resources/General Affairs
Dept., SANEI-INTERNATIONAL CO., LTD.
General Manager, Corporate Planning Dept., Business
Administration Headquarters, SANEI-INTERNATIONAL
CO., LTD.
Director & General Manager, Planning and General Affairs
Dept., ANGLOBAL ltd. (presently TSI Inc.)
Director, General Manager, Sales Management Dept., andGeneral Manager, Administrative Management Dept.,
ANGLOBAL ltd.
General Manager of President’s Office, SANEIINTERNATIONAL CO., LTD. (presently the Company)
Director, General Manager, Corporate Management Dept.,
and General Manager, Sales Dept., SANEI bd CO., LTD.
(presently TSI Inc.)
General Manager, Corporate Planning Dept.,
Administrative Headquarters, the Company
Executive Officer & General Manager, Corporate Planning
Dept., Administrative Headquarters, the Company
Executive Officer & General Manager, Corporate Dept.,
the Company, and Head of Corporate Division, TSI Inc.
Executive Officer & General Manager, Sustainable Value
Dept., the Company, and Head of Sustainable Value
Division, TSI Inc.
Executive Officer & Assistant to Executive General
Manager, Corporate Headquarters, the Company, andAssistant to Executive General Manager, Corporate
Headquarters, TSI Inc. (to present)

Number ofshares of theCompany held

10,733[Reason for nomination as an Auditor candidate]
Mr. Kazuhiro Dodo has extensive knowledge and experience across all the corporate divisions including the corporate planning
division of the Company and SANEI-INTERNATIONAL CO., LTD., the predecessor entity of the Company. He has been
deeply involved in the Company’s management since 2018 by promoting the enhancement of corporate management andgovernance functions as Executive Officer of the Company. As he is expected to strengthen the supervisory function of theCompany by utilizing his achievement, he has been newly nominated as an Auditor candidate for election.

- 10 -

Name(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

Registered as Certified Public Accountant
General Manager, Accounts and Finance Division andController, American Home Assurance Company, Japan<New>
Branch (presently American Home Assurance Co., Ltd.)<Outside>
General Manager, Finance Department, HOYA
October
2014<Independent>
CORPORATION
Finance Senior Manager, Vision Care Company, HOYA
July 2018
Rumiko Tanabe
CORPORATION
2−(December 5, 1969)
Outside Director (Audit & Supervisory Committee
June 2020
Member), Fast Fitness Japan, Inc.
Attendance at Board of July 2020
Representative, Tanabe CPA Office (to present)
Directors meetings:
September 2020 Outside Audit & Supervisory Board Member, TechnoPro−
Holdings, Inc.
September 2022 Outside Director (Audit & Supervisory Committee
Member), TechnoPro Holdings, Inc. (to present)[Reason for nomination as an Outside Auditor candidate]
Ms. Rumiko Tanabe has extensive experience and deep expertise in a wide range of areas including corporate management,
accounting, and taxation. She is expected to contribute to strengthening the supervisory function from an independent and fairstandpoint and to provide advice concerning the entire corporate governance. Accordingly, as the Company believes that she
will appropriately perform duties as an Outside Auditor, she has been newly nominated as an Outside Auditor candidate forelection.
Registered as Certified Public Accountant
April 2001
<New>
Representative,
Shizuka Sawada CPA Office (to present)
January
2004<Outside>
Registeredas
CertifiedPublic Tax Accountant
July
2011
<Independent>
Auditor, Cross Marketing Inc. (presently Cross Marketing
March 2012
Group Inc.)
Shizuka Sawada
3−
Auditor, Minnano Wedding Co., Ltd. (presently anymarry
December
2012(February 11, 1971)
Co., Ltd.)
Outside Audit & Supervisory Board Member, WILL
June 2016
Attendance at Board of
GROUP, INC (to present)
Directors meetings:
Corporate Auditor, NET jinzai bank, Inc. (presently for
June 2017−
Startups, Inc.) (to present)[Reason for nomination as an Outside Auditor candidate]Ms. Shizuka Sawada has extensive experience and deep expertise in a wide range of areas including corporate management,
accounting, and taxation. She is expected to contribute to strengthening the supervisory function from an independent and fairstandpoint and to provide advice concerning the entire corporate governance. Accordingly, as the Company believes that she
will appropriately perform duties as an Outside Auditor, she has been newly nominated as an Outside Auditor candidate forelection.
April 1995
December 2004

(Notes)1. No conflict of interest exists between the Company and any of the above Auditor candidates.
2. Ms. Rumiko Tanabe and Ms. Shizuka Sawada are candidates for Outside Auditors as stipulated in Article 2, Paragraph
3, Item 8 of the Ordinance for Enforcement of the Companies Act.
3. Ms. Rumiko Tanabe and Ms. Shizuka Sawada are candidates for independent officers pursuant to the rules of Tokyo
Stock Exchange, Inc.
4. If Ms. Rumiko Tanabe and Ms. Shizuka Sawada are elected and take office as Auditor, the Company will enter into anagreement with them to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act, in accordancewith the provision of the Articles of Incorporation of the Company. The maximum amount of liability pursuant to theagreement is the lowest amount permitted by laws and regulations.
5. The number of shares of the Company held shown in the table above indicates the number of shares effectively held by
each candidate including the number of shares held through the TSI Employees’ Share Ownership Plan as of February
28, 2023.
6. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company at the expense of the Company. The insurance contract covers
damage that may be incurred by the insured as a result of assuming liability for the execution of their duties or receiving
claims related to the pursuit of such liability. However, there are certain exclusions, such as no coverage for damage
arising from actions taken with the knowledge that they were in violation of laws and regulations. Each candidate will
be insured under the said insurance contract. Also, the said insurance contract will be renewed on June 1, 2023, whichfalls during the term of office of each candidate.

- 11 -