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)
April 26, 2019

To Shareholders with Voting Rights:
Shinichi Uetadani
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
1-2-3 Kita-Aoyama, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 8TH 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 8th 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 either in writing or via
the Internet, etc., as per the “Information on Methods for Exercising Voting Rights” (see next page).
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 23, 2019, Japan time.

1. Date and Time:

Friday, May 24, 2019 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 8th Fiscal Year (March 1, 2018 - February 28, 2019) 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 8th Fiscal Year
(March 1, 2018 - February 28, 2019)
Proposals to be resolved:
Election of seven (7) Directors
Proposal 1:
Election of three (3) Auditors
Proposal 2:End……………………………………………………………………………………………………………………..
◎ The Consolidated Statements of Shareholders’ Equity and Notes to the Consolidated Financial Statements
and the Statements of Shareholders’ Equity and Notes to the Non-consolidated Financial Statements,
which should otherwise be provided 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 the provisions of laws, regulations and Article 15 of the
Articles of Incorporation of the Company. Therefore the Consolidated Financial Statements and the-1-Non-consolidated Financial Statements included in the attachments are part of the Consolidated Financial
Statements and the Non-consolidated Financial Statements audited by the Accounting Auditor when
preparing its Audit Report.
◎ Exercise of voting rights by proxy will be limited to cases where another shareholder with voting rights is
appointed as a proxy, and only one (1) such proxy can be appointed.
◎ 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, Consolidated Financial Statements and Non-consolidated Financial Statements, therevised versions will be posted on the Company’s website (https://www.tsi-holdings.com/).

-2-

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

Election of seven (7) Directors

The terms of office of all six (6) Directors will expire at the conclusion of the Meeting. In order to ensure
management transparency and further strengthen corporate governance by increasing the number of Outside
Directors by one (1), the election of seven (7) Directors including three (3) Outside Directors is proposed.
The candidates are as follows:

Name

No.

1

Re-election

Masahiko Miyake

2

Re-election

Shinichi Uetadani

3

Re-election

Takahiko Miyake

4Re-election

Masaaki Oishi

5

6

7

Re-election
OutsideIndependentRe-election
OutsideIndependent
New
OutsideIndependent

Current positions
andresponsibilities at
the Company
Representative
Director &Chairman
Representative
Director,
President & CEO
Director & Vice
Chairman
Director,
Executive
GeneralManager,
Administrative
Headquarters andGeneralManager, Shared
Service Dept.,
Administrative
Headquarters

Yoshinori Shinohara

Director

Mika Takaoka

Director

Yutaka Nishimura-3-－

Attendance atBoard ofDirectors
meetings
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)

100%(14 out of 14
meetings)

93%(13 out of 14
meetings)
93%(13 out of 14
meetings)
－

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.
Representative Director & Chairman, the Company
Representative Director & Chairman (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

1,482,850[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 Representative
Director & Chairman 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
Partner, OHMAE & ASSOCIATES
January 1995
<Re-election>
Director, Kuroda Electric Co., Ltd.
June 2004
December 2006 President, Retail Networks Co., Ltd. (presently The Walt
Shinichi Uetadani
Disney Company (Japan) Ltd.)
2
1,217(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
May 2018
Representative Director, President & CEO, the Company (topresent)[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 the Representative Director, President & CEO since May 2018. As he is expected to strengthen thedecision-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.

-4-

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)
Director & 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, Deputy Executive General Manager of Administrative Headquarters, and Vice Chairman
since its foundation in June 2011 and is promoting the efforts to strengthen the corporate management function of the Group. 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.
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
415,149Joined 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.

-5-

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
13,752and 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 eight(8) 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
April 2002
<Re-election>
Assistant Professor, College of Business, Rikkyo University
April 2006
<Outside>
Associate Professor, College of Business, Rikkyo University
April 2007
Professor, College of Business, Rikkyo University (to present)
April 20096
Mika Takaoka
3,752
Outside Corporate Auditor, FamilyMart Co., Ltd. (presently
May 2011(June 19, 1968)
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
Outside Director, SG Holdings Co., Ltd. (to present)
June 2018[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 has not been involved in corporate management other than being an outside director or an outside corporate
auditor, but for the aforementioned reasons she is deemed qualified as an Outside Director. She will have served approximately
five (5) 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

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Kyokuto Petroleum Industries, Ltd. (presently JXTG
Nippon Oil & Energy Corporation)<New>
November 2003 Representative Director & CFO, Richemont Japan Limited<Outside>
Representative Director & COO, Richemont Japan Limited
July 2005
7
November 2005 Representative Director & President, Regional CEO,Yutaka Nishimura
Richemont Japan Limited(November 18, 1955)
Advisor, Carlyle Japan L.L.C. (to present)
January 2016
Outside Director, Mr Max Ltd. (presently Mr Max Holdings
May 2016
Ltd.) (to present)[Reason for nomination as an Outside Director candidate]
Mr. Yutaka Nishimura has been involved in corporate management and business execution as a corporate manager in a wide
range of fields including consumer goods, and has extensive experience and achievements. As he is expected to provide theCompany with frank advice on the appropriateness of the decision-making of the Board of Directors, and is expected tostrengthen the supervisory function of the Board of Directors from an independent and fair standpoint, he has been newly
nominated as an Outside Director candidate for election.
April 1979

(Notes)
1.
2.
3.

4.

5.

6.

7.

No conflict of interest exists between the Company and any of the above Director candidates.
Mr. Yoshinori Shinohara, Ms. Mika Takaoka, and Mr. Yutaka Nishimura 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. In addition, Mr. Yutaka Nishimura is acandidate for independent officer.
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. If Outside Director candidate Mr. Yutaka Nishimura iselected and takes office as Director, the Company is planning to enter into a similar agreement with him.
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 term ofoffice. While Mr. Yoshinori Shinohara was not aware of the fact prior to the accident, he has consistently voiced opinions
at the Board of Directors and other meetings on the need for thorough risk management, and since this occurrence of theaccident, he has fulfilled his responsibility by serving as a Chairman of committee for investigation and countermeasuresthat investigates and examines issues of risk management, etc. of the company, and submitting investigation reports tothe 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 Act against Delay in Payment of Subcontract Proceeds, Etc. to
Subcontractors on August 25, 2016, which was during her term of office. While Ms. Mika Takaoka was not aware of theviolation 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,
2019.

-7-

Proposal 2:

Election of three (3) Auditors

The terms of office of Auditor Yasuo Yamada, Auditor Yoshiyuki Takahata, and Auditor Masaaki
Sugiyama will expire at the conclusion of the Meeting. Accordingly, the election of three (3) Auditors,
including one (1) Outside Corporate Auditor, is proposed.
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.
Deputy Executive General Manager, Sales Headquarters of theCompany<Re-election>
Representative Director & Chairman, NANO UNIVERSE
March 2012
CO., LTD.
Yasuo Yamada1
20,313
Director, the Company
May 2012(September 15, 1953)
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
Representative Director & President, Rosebud Ltd.
October 2017
Audit & Supervisory Board Member,
May 2018
SANEI-INTERNATIONAL CO., LTD. (to present)
Auditor, the Company (to present)
May 2018
November 2018 Auditor, Ueno-Shokai Co., Ltd. (to present)[Reason for nomination as an Auditor candidate]
Mr. Yasuo Yamada was involved in the corporate management of Tokyo Style Co., Ltd. as its Representative Director &President. He has also been involved in the management of the Company as a Director since May 2012, and has been involved in
auditing of the Company’s management as an Auditor since May 2018. As he is expected to strengthen the audit system of theCompany drawing on his extensive knowledge and experience on the management of apparel companies, he has been nominatedas an Auditor candidate for re-election.
September 2005 Joined Tokyo Style Co., Ltd. (presently the Company)
General Manager, Accounting Dept., Tokyo Style Co., Ltd.
<New>
March 2008
Deputy General Manager, Finance & Accounting Dept., theJuly 20122
11,099Company
Hidetaka Nakashima
General Manager, Finance & Accounting Dept., the Company
May 2014(August 24, 1959)(to present)[Reason for nomination as an Auditor candidate]
Mr. Hidetaka Nakashima has been involved in the finance and accounting operations of the Group overall and establishing andstrengthening Group governance as the General Manager of the Accounting Department of Tokyo Style Co., Ltd., thepredecessor entity of the Company, and as General Manager of the Finance & Accounting Department of the Company since
May 2014. As he is expected to strengthen the audit system of the Company drawing on his extensive experience andachievement, he has been newly nominated as an Auditor candidate for election.
March 1976
May 2006
March 2007
March 2009
March 2011
May 2011
February 2012
March 2012

-8-

No.

Name
(Date of birth)

Past experience, positions andsignificant concurrent positions

Number ofshares of theCompany held

Registered as a Certified Public Accountant
Representative, Masaaki Sugiyama Tax Accountant Office (topresent)
Senior Partner, Asahi & Co. (presently KPMG AZSA LLC)
August 1997
3
Masaaki Sugiyama
3,752
Chairman of Audit Committee, KPMG AZSA LLC
June 2006(April 14, 1947)
Representative, Masaaki Sugiyama CPA Office (to present)
July 2009
Outside Corporate Auditor, the Company (to present)
May 2014
Outside Director, Fukuda Denshi Co., Ltd. (to present)
June 2014[Reason for nomination as Outside Corporate Auditor]
Mr. Masaaki Sugiyama possesses extensive experience and knowledge in a wide range of fields, including corporate
management, accounting, and tax. As he contributes to strengthening the auditing system from an independent and fairstandpoint and provides frank advice about overall corporate governance, and is expected to appropriately execute his duties as
Outside Corporate Auditor, he has been nominated as an Outside Corporate Auditor candidate for re-election. He has not been
involved in corporate management other than being an outside director or an outside corporate auditor, but for the
aforementioned reasons he is deemed qualified as an Outside Corporate Auditor. He will have served approximately five (5)years as Outside Corporate Auditor of the Company at the conclusion of the Meeting.
<Re-election><Outside>

September 1976
January 1977

(Notes)1. No conflict of interest exists between the Company and any of the above Auditor candidates.
2. Mr. Masaaki Sugiyama is a candidate for Outside Corporate Auditor as stipulated in Article 2, Paragraph 3, Item 8 of theOrdinance for Enforcement of the Companies Act.
3. The Company has designated Mr. Masaaki Sugiyama as an independent officer pursuant to the rules of Tokyo Stock
Exchange, Inc. and has notified the Exchange accordingly.
4. The Company has entered into an agreement with Mr. Masaaki Sugiyama to limit his liability pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the lowest amountpermitted by laws and regulations. The Company is planning to continue the said liability limitation agreement with
Mr. Masaaki Sugiyama subject to his re-election.
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 Officers’ Share Ownership Plan and the TSI
Employees’ Share Ownership Plan as of February 28, 2019.

End-9-