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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 3608)
May 7, 2018

To Shareholders with Voting Rights:
Tadashi Saito
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
1-2-3 Kita-Aoyama, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 7TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 7th Annual General Meeting of Shareholders (the “Meeting) of TSIHOLDINGS CO., LTD. (the “Company”). The Meeting will be held for the purposes as described below.
If you are unable to attend the Meeting, you may exercise your voting rights through either of themethods described below. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, May 24, 2018, Japan time.
[Exercise of voting rights by postal mail (in writing)]
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form andreturn it so that it is received by the above voting deadline.
[Exercise of voting rights via the Internet]
Please access the voting website (https://www.web54.net) (Japanese only), use the “Voting Rights Exercise
Code” and “Password” indicated on the enclosed Voting Rights Exercise Form and enter your vote for oragainst by following the instructions displayed on the screen.

1. Date and Time:

Friday, May 25, 2018 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(Please be advised that the venue has changed from the previous year.)

3. Meeting Agenda:
Matters to be reported: 1. The contents of the Business Report, Consolidated Financial Statements for
the Company’s 7th Fiscal Year (March 1, 2017 - February 28, 2018) 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 7th Fiscal Year
(March 1, 2017 - February 28, 2018)
Proposals to be resolved:
Election of six (6) Directors
Proposal 1:
Election of two (2) Auditors
Proposal 2:-1-

4. Other Matters to be

Decided upon the
Convocation:(1) Notes to Consolidated Financial Statements and Notes to
Non-consolidated Financial Statements, which should otherwise beprovided in conjunction with this notice, are not contained in the
Reference Documents attached to this notice, as they are posted on the
Company’s website (https://www.tsi-holdings.com/) pursuant to theprovisions of laws, regulations and Article 15 of the Articles ofIncorporation of the Company. Therefore the Consolidated Financial
Statements and the Non-consolidated Financial Statements included in theattachments are part of the Consolidated Financial Statements and theNon-consolidated Financial Statements audited by the Accounting Auditor
when preparing its Audit Report.
(2) Exercise of voting rights by proxy will be limited to cases where anothershareholder with voting rights is appointed as a proxy, and only one (1)such proxy can be appointed.
End……………………………………………………………………………………………………………………..
◎ When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
◎ If any revisions are required for the Reference Documents for the General Meeting of Shareholders,Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements, therevised versions will be posted on the Company’s website (https://www.tsi-holdings.com/).

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

Election of six (6) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of the Meeting. In order toenhance efficiency of our management structure by reducing the number of Directors by two (2), the electionof six (6) Directors including two (2) Outside Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1962
October 1972
September 1980

1<Re-election>

November 1996

Masahiko Miyake(January 3, 1935)

July 2008
November 2008
September 2010
June 2011
February 2012

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Representative Director & President,
SANEI-INTERNATIONAL CO., LTD.
Director & Advisor, SANEI-INTERNATIONAL CO., LTD.
Director & Chairman, SANEI-INTERNATIONAL CO., LTD.
In charge of Overseas Policies, SANEI-INTERNATIONAL
CO., LTD.
Chairman & Representative Director, the Company
Chairman & Representative Director (to present) and President& Executive General Manager, Administrative Headquarters,
the Company
Representative Director & President, Tokyo Style Co., Ltd.
(presently the Company)

Number ofshares of theCompany held

1,505,165[Reason for nomination as a Director candidate]
Mr. Masahiko Miyake has extensive experience and achievement including his long history of involvement in corporate
management particularly in the apparel business as the President and Chairman of SANEI-INTERNATIONAL CO., LTD., thepredecessor entity of the Company. He has also played a central role in the management of the Company as the Chairman &Representative Director since its foundation in June 2011. As he is expected to strengthen the decision-making function of theBoard of Directors drawing on his extensive experience and achievement, he has been nominated as a Director candidate forre-election.
Joined Booz, Allen & Hamilton (Japan), Inc. (presently PwC
April 1992
Consulting LLC), Consultant<Re-election>
Partner, OHMAE & ASSOCIATES
January 1995
Director, Kuroda Electric Co., Ltd.
June 2004
Shinichi Uetadani
December 2006 President, Retail Networks Co., Ltd. (presently The Walt
2
419
Disney Company (Japan) Ltd.)(February 2, 1970)
November 2009 President, Krispy Kreme Doughnuts Japan Co., Ltd.
April 2012
President, Barneys Japan Co., Ltd.
February 2017
Representative Partner, GrowthPoint Equity LLP
May 2017
Outside Director, the Company (to present)[Reason for nomination as a Director candidate]
Mr. Shinichi Uetadani has been involved in corporate management and business execution both as a corporate manager and amanagement consultant in a wide range of fields centering on consumer goods. He has also been involved in the management of
the Company as a Director since May 2017. As he is expected to strengthen the decision-making function of the Board of
Directors drawing on his extensive experience and achievement, he has been nominated as a Director candidate for re-election.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
August 1990
November 1997
August 2000
November 2005
July 2008
November 20083

<Re-election>

June 2011

Takahiko Miyake(March 20, 1965)

September 2012
March 2013
March 2014

March 2015

May 2015

November 2016

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Director & Deputy President, SANEI-INTERNATIONAL
CO., LTD.
Representative Director & Deputy President,
SANEI-INTERNATIONAL CO., LTD.
Representative Director & President,
SANEI-INTERNATIONAL CO., LTD.
Director and Executive General Manager, Corporate Planning
Headquarters, the Company
Director & General Manager, Corporate Management Dept.,
Corporate Planning Headquarters, the Company
Director & General Manager, Corporate Planning Dept.,
Corporate Planning Headquarters, the Company
Director & Executive General Manager, Corporate Strategy
Headquarters and General Manager, Corporate Planning Dept.,
the Company
Director & Executive General Manager, Corporate Planning
Headquarters and General Manager, Corporate Planning Dept.,
the Company
Director & Deputy Executive General Manager,
Administrative Headquarters and General Manager, Corporate
Planning Dept., Administrative Headquarters, the Company
Representative Director & President, Isolar Co., Ltd. (topresent)
Vice Chairman, the Company (to present)

Number ofshares of theCompany held

3,089,180

May 2017[Reason for nomination as a Director candidate]
Mr. Takahiko Miyake was involved in the corporate management of SANEI-INTERNATIONAL CO., LTD., the predecessor
entity of the Company, as its President centered on the apparel business. He has also been involved in the management of theCompany serving as Director & Executive General Manager of Corporate Planning Headquarters, Executive General Manager
of Corporate Strategy Headquarters, and Deputy Executive General Manager of Administrative Headquarters since its
foundation in June 2011 and is promoting the efforts to strengthen the corporate management function of the Group. As he isexpected 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.
General Manager, Corporate Credit Division, The Fuji Bank,
May 1999
Limited (presently Mizuho Bank, Ltd.)
Representative Director, Vice President and General Manager,
May 2001
Administrative Headquarters, Iwataya Department Store Co.,
Ltd. (presently Iwataya Mitsukoshi Ltd.)<Re-election>
November 2009 Outside Audit & Supervisory Board Member,
SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Masaaki Oishi
411,837
Joined the Company, Administrative Headquarters
June 2011(August 9, 1949)
Deputy Executive General Manager, Administrative
March 2012
Headquarters
Executive Officer
July 2013
Executive General Manager, Administrative Headquarters (toMarch 2015
present) and General Manager, Shared Service Dept.,
Administrative Headquarters (to present)
Director (to present)
May 2015[Reason for nomination as a Director candidate]
Mr. Masaaki Oishi has extensive experience and achievement from his involvement in the management of numerous companies
including a financial institution, department store and companies in the apparel business. He has also been involved in the
management of the Company as the Director & Executive General Manager of the Administrative Headquarters since May 2015
and is vigorously promoting the efforts to strengthen governance and cost structure reform of the Group. As he is expected tostrengthen the decision-making function and the supervisory function of the Board of Directors drawing on his extensive
experience and achievement, he has been nominated as a Director candidate for re-election.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Registered as a Certified Public Accountant
Senior Partner, Yamato Auditing Company
Senior Partner, Shinwa Auditing Company<Re-election>
Senior Partner, Asahi Shinwa Auditing Company<Outside>
Deputy President, Asahi & Co. (presently KPMG AZSA LLC)
President, Representative Director, Shinohara Management
5 Yoshinori Shinohara
12,910and Economics Research Institute Co., Ltd. (to present)(March 1, 1935)
November 2002 Outside Director, SANEI-INTERNATIONAL CO., LTD.
(presently the Company)
Outside Director, the Company (to present)
June 2011
External Corporate Auditor, Sekisui House, Ltd. (to present)
April 2012
Outside Audit & Supervisory Board Member, Iwatani
June 2015
Corporation (to present)[Reason for nomination as an Outside Director candidate]
Mr. Yoshinori Shinohara has provided the Company with frank advice on the appropriateness of decision-making of the Boardof Directors drawing on his extensive experience and deep knowledge in a wide range of fields such as corporate management
and accounting. As he is also expected to strengthen the supervisory function of the Board of Directors from an independent andfair standpoint, he has been nominated as an Outside Director candidate for re-election. He will have served approximately seven(7) years as Outside Director of the Company at the conclusion of the Meeting.
Assistant Professor, Institute for Economic Research, Osaka
April 2001
City University
Assistant Professor, College of Economics, Rikkyo University<Re-election>
April 2002
Assistant Professor, College of Business, Rikkyo University<Outside>
April 2006
Associate Professor, College of Business, Rikkyo University
April 2007
Professor, College of Business, Rikkyo University (to present)
Mika Takaoka
6
April 2009
2,910
Outside Corporate Auditor, FamilyMart Co., Ltd. (presently(June 19, 1968)
May 2011
FamilyMart UNY Holdings Co., Ltd.) (to present)
Outside Director, the Company (to present)
May 2014
Outside Director, MOS FOOD SERVICES, INC. (to present)
June 2014
External Director, Kyodo Printing Co., Ltd. (to present)
June 2015[Reason for nomination as an Outside Director candidate]Ms. Mika Takaoka has provided the Company with frank advice on the appropriateness of decision-making of the Board of
Directors drawing on her extensive experience and deep expertise based on practical studies on business administration such as
the areas of distribution and retail business operations. As she is also expected to strengthen the supervisory function of theBoard of Directors from an independent and fair standpoint, she has been nominated as an Outside Director candidate forre-election. She will have served approximately four (4) years as Outside Director of the Company at the conclusion of the
Meeting.
February 1963
July 1969
December 1974
July 1985
May 1999
August 2002

(Notes)
1.
2.
3.
4.

5.

No conflict of interest exists between the Company and any of the above Director candidates.
Mr. Yoshinori Shinohara and Ms. Mika Takaoka 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. Yoshinori Shinohara and Ms. Mika Takaoka as independent officers pursuant to therules of Tokyo Stock Exchange, Inc. and has notified the Exchange accordingly.
The Company has entered into an agreement with Mr. Yoshinori Shinohara and Ms. Mika Takaoka 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 the said liability limitationagreements with both Directors subject to their re-election.
Sekisui House, Ltd., at which Mr. Yoshinori Shinohara currently serves as External Corporate Auditor, caused atransaction accident during his term of office, in which Sekisui House, Ltd. could not receive registration of thetransfer of ownership even after the payment of the purchase price for the real estate, which was during his termof office. While Mr. Yoshinori Shinohara was not aware of the fact prior to the accident, he has consistently voiced

6.

opinions at the Board of Directors and other meetings on the need for thorough risk management, and since thisoccurrence of the accident, he has fulfilled his responsibility by serving as a Chairman of committee for investigationand countermeasures that investigates and examines issues of risk management, etc. of the company, and submitting
investigation reports to the company.
FamilyMart UNY Holdings Co., Ltd., which has changed its name from FamilyMart Co., Ltd. effective September 1,
2016, and at which Ms. Mika Takaoka currently serves as Outside Corporate Auditor, received a recommendation fromthe Japan Fair Trade Commission based on the Subcontract Act on August 25, 2016, which was during her term of office.

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7.

While Ms. Mika Takaoka was not aware of the violation prior to the recommendation, she has consistently voiced
opinions at the Board of Directors and other meetings on the need for thorough compliance with laws and regulations,and since this violation has come to light, she has fulfilled her responsibility by providing advice and expressing
opinions on the investigation of causes and prevention measures, among others.
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 as of February 28,
2018.

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Proposal 2:

Election of two (2) Auditors

Auditor Mr. Fumio Watanabe will resign at the conclusion of the Meeting, and the term of office ofAuditor Mr. Tadahiro Sakata will expire at the conclusion of the Meeting. Accordingly, the election of two(2) Auditors is proposed. Mr. Yasuo Yamada will be elected to fill vacancy of Mr. Fumio Watanabe, and his
term of office will be the remaining term of office of the retired Auditor pursuant to the provision of Articles
of Incorporation of the Company.
The Company has obtained consent from the Audit & Supervisory Board with respect to the submissionof this Proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions andsignificant concurrent positions

Number ofshares of theCompany held

Joined Tokyo Style Co., Ltd. (presently the Company)
Director, Tokyo Style Co., Ltd.
Managing Director, Tokyo Style Co., Ltd.
Executive Officer, Tokyo Style Co., Ltd.
Advisor, Tokyo Style Co., Ltd.
Audit & Supervisory Board Member, Tokyo Style Co., Ltd.
Director, Tokyo Style Co., Ltd.
<New>
Deputy Executive General Manager, Sales Headquarters of theCompany
Yasuo Yamada1
16,563
Representative Director & Chairman, NANO UNIVERSE
March
2012
(September 15, 1953)
CO., LTD.
Director, the Company (to present)
May 2012
Deputy Executive General Manager, Corporate Strategy
March 2014
Headquarters
Representative Director & President, Tokyo Style Co., Ltd.
March 2014
Representative Director & Chairman, Toska-Bano’k Co., Ltd.
May 2014
September 2015 General Manager, Business Administration Dept., Business
Strategy Headquarters, the Company (to present)
Representative Director & President, Rosebud Ltd. (to present)
October 2017
[Reason for nomination as an Auditor candidate]
Mr. Yasuo Yamada was involved in the corporate management of Tokyo Style Co., Ltd., a subsidiary of the Company, as its
Representative Director & President. He has also been involved in the management of the Company as a Director since May
2012. As he is expected to strengthen the audit system of the Company drawing on his extensive knowledge and experience on
the management of apparel companies, he has been newly nominated as an Auditor candidate.
Joined Japan Development Bank (presently Development
April 1982
Bank of Japan Inc.)
Visiting Scholar, International Policy Studies, Stanford
March 2000
University<New>
General Manager, Research Department, Development Bank
October 2008
<Outside>of Japan Inc.
General Manager, Economic & Industrial Research
June 2009
Department, Development Bank of Japan Inc.
Toru Nabeyama
2
Chief Economist, Economic & Industrial Research
June 2011(March 12, 1959)
Department, Development Bank of Japan Inc.
Managing Director, Head of Research Center for Regional
June 2013
Future, The Japan Economic Research InstituteManaging Director responsible for New Industry Creation
June 2017
Business, and Executive Fellow, Research Center for Regional
Future, The Japan Economic Research Institute (to present)[Reason for nomination as an Outside Corporate Auditor candidate]
Mr. Toru Nabeyama has deep knowledge not only on economics and industries, but also on overall corporate management
backed by his extensive experience at the research division in the government-affiliated financial institution. As he is expected tocontribute to strengthening the audit system from an independent and fair standpoint as well as to give advice on the overall
corporate governance, the Company decided that he will be able to appropriately perform his duty as an Outside Corporate
Auditor. Accordingly, he has been newly nominated as an Outside Corporate Auditor candidate. Although Mr. Toru Nabeyama
has never been involved in the corporate management in the past, from the above reasons, the Company decided that he is able
to appropriately perform his duty as an Outside Corporate Auditor.
March 1976
May 2006
March 2007
March 2009
March 2011
May 2011
February 2012
March 2012

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(Notes)
1. No conflict of interest exists between the Company and any of the above Auditor candidates.
2. Mr. Yasuo Yamada will retire from Director of the Company when his term of office expires at the conclusion of the
Meeting. He is also planned to retire from Representative Director & President of Rosebud Ltd. as of May 17, 2018.
3. Mr. Toru Nabeyama is a candidate for Outside Corporate Auditor as stipulated in Article 2, Paragraph 3, Item 8 of theOrdinance for Enforcement of the Companies Act.
4. Mr. Toru Nabeyama is a candidate for independent officer as pursuant to the rules of Tokyo Stock Exchange, Inc.
5. Based on the provisions of Articles of Incorporation of the Company, the Company is planning to enter into anagreement with Mr. Toru Nabeyama to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act, if heis elected and assumes the office of Auditor. The maximum amount of liability pursuant to the agreement is the lowest
amount permitted by laws and regulations.
6. 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 as of February 28,
2018.

End

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