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 1, 2020

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 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 9th Annual General Meeting of Shareholders (the “Meeting”) of TSIHOLDINGS CO., LTD. (the “Company”). The Meeting will be held for the purposes as described below.
Instead of attending the Meeting, you may exercise your voting rights by either of the methods
described on the next page. Please review the attached Reference Documents for the General Meeting ofShareholders and exercise your voting rights by 6:00 p.m. on Thursday, May 21, 2020, Japan time.

1. Date and Time:

Friday, May 22, 2020 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 9th Fiscal Year (March 1, 2019 - February 29, 2020) 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 9th Fiscal Year
(March 1, 2019 - February 29, 2020)
Proposal to be resolved:
Election of eight (8) Directors
Proposal:……………………………………………………………………………………………………………………..
◎The Systems to Ensure Appropriate Operations, the Implementation Status of Systems to Ensure Appropriate
Operations, 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 theReference Documents attached to this notice, as they are posted on the Company’s website (https://www.tsiholdings.com/) pursuant to the provisions of laws, regulations and Article 15 of the Articles of Incorporationof the Company. Therefore, the Business Report, the Consolidated Financial Statements, and the Nonconsolidated Financial Statements included in the attachments are part of the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements audited by the-1-

Accounting Auditor when preparing its Audit Report.
◎ If any revisions are required for the Reference Documents for the General Meeting of Shareholders, BusinessReport, Consolidated Financial Statements, and Non-consolidated Financial Statements, the revised versions
will be posted on the Company’s website (https://www.tsi-holdings.com/).

-2-Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal:

Election of eight (8) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of the Meeting. In order to further
strengthen the management structure by increasing the number of Directors by one (1), the election of eight(8) Directors including three (3) Outside Directors is proposed.
The candidates are as follows:

NameNo.

1Re-election

Masahiko Miyake

2

Re-election

Shinichi Uetadani

3

Re-election

Takahiko Miyake

4Re-election

Masaaki Oishi

5New

Tsuyoshi Shimoji

678

Re-election
OutsideIndependent
New
OutsideIndependent
New
OutsideIndependent

Yutaka Nishimura

Current positions
andresponsibilities at
the Company
Representative
Director &Chairman
Representative
Director,President & CEO
Director & Vice
Chairman,
Responsible for
Human
Resources Dept.
and GeneralManager,
Platform Dept.
Director,Responsible forFinance &Accounting
Dept., General
Affairs Dept.,
and Public
Relations Office
ExecutiveOfficer,
Head of 4thBusinessCompany
Director

Attendance atBoard ofDirectorsmeetings100%(14 out of 14meetings)
100%(14 out of 14meetings)

100%(14 out of 14meetings)

100%(14 out of 14meetings)－90%(9 out of 10meetings)

Yoko Ishikura－－

Akira Iwamoto－－-3-

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 2011February 2012

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Representative Director & President, SANEIINTERNATIONAL CO., LTD.
Director & Advisor, SANEI-INTERNATIONAL CO., LTD.
Director & Chairman, SANEI-INTERNATIONAL CO., LTD.
In charge of Overseas Policies, SANEI-INTERNATIONALCO., 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

1,450,041[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 the Boardof Directors drawing on his extensive experience and achievement, he has been nominated as a Director candidate for re-election.
Joined Booz, Allen & Hamilton (Japan), Inc. (presently PwC
April 1992
Consulting LLC), Consultant
Partner, OHMAE & ASSOCIATES
January 1995
Director, Kuroda Electric Co., Ltd.
<Re-election>
June 2004
December 2006 President, Retail Networks Co., Ltd. (presently The Walt
Disney Company (Japan) Ltd.)
Shinichi Uetadani
22,257(February 2, 1970) November 2009 President, Krispy Kreme Doughnuts Japan Co., Ltd.
President, Barneys Japan Co., Ltd.
April 2012Representative Partner, GrowthPoint Equity LLPFebruary 2017
Outside Director, the CompanyMay 2017
Representative Director, President & CEO, the Company (toMay 2018present)[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 the decisionmaking function of the Board of Directors drawing on his extensive experience and achievement, he has been nominated as aDirector 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 2008
June 2011<Re-election>
3

Takahiko Miyake(March 20, 1965)

September 2012
March 2013
March 2014
March 2015
May 2015
November 2016
May 2017
March 2020

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Director & Deputy President, SANEI-INTERNATIONALCO., LTD.
Representative Director & Deputy President, SANEIINTERNATIONAL CO., LTD.
Representative Director & President, SANEIINTERNATIONAL 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, CorporatePlanning Dept., Administrative Headquarters, the Company
Representative Director & President, Isolar Co., Ltd. (topresent)
Director & Vice Chairman, the Company (to present)
Responsible for Human Resources Dept. and General
Manager, Platform Dept., the Company (to present)

Number ofshares of theCompany held

3,089,180[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 ofCorporate 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 isexpected to strengthen the decision-making function and the supervisory function of the Board of Directors drawing on hisexperience 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
May 1999May 2001

<Re-election>
4Masaaki Oishi(August 9, 1949)

November 2009
June 2011
March 2012
July 2013
March 2015
May 2015
March 2020

General Manager, Corporate Credit Division, The Fuji Bank,
Limited (presently Mizuho Bank, Ltd.)
Representative Director, Vice President and Executive General
Manager, Administrative Headquarters, Iwataya Department
Store Co., Ltd. (presently Iwataya Mitsukoshi Ltd.)
Outside Audit & Supervisory Board Member, SANEIINTERNATIONAL CO., LTD. (presently the Company)
Joined the Company, Administrative Headquarters
Deputy Executive General Manager, AdministrativeHeadquarters
Executive Officer
Executive General Manager, Administrative Headquarters andGeneral Manager, Shared Service Dept., AdministrativeHeadquarters, the Company
Director, the Company (to present)
Responsible for Finance & Accounting Dept., General Affairs
Dept., and Public Relations Office, the Company (to present)

Number ofshares of theCompany held

19,460[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 themanagement of the Company as Director since May 2015 and is vigorously promoting the efforts to strengthen governance andcost structure reform of the Group. As he is expected to strengthen the decision-making function and the supervisory function ofthe Board of Directors drawing on his extensive experience and achievement, he has been nominated as a Director candidate forre-election.

-6-No.

Name(Date of birth)

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

<New>
5September 2012

Tsuyoshi Shimoji
November 2016
(December 28, 1964)
November 2018

Joined Ueno-Shokai Co., Ltd.
Director and General Manager, Commercial Dept., UenoShokai Co., 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. (to present)
Executive Officer, the Company (to present)
Head of 4th Business Company, the Company (to present)

Number ofshares of theCompany held

1,272

June 2019
March 2020
[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., a subsidiary of the Company, and has extensive experienceand achievements. As he is expected to strengthen the decision-making function and the supervisory function of the Board ofDirectors drawing on his experience and achievement, he has been newly nominated as a Director candidate for election.
Joined Kyokuto Petroleum Industries, Ltd. (presently JXTG
April 1979
Nippon Oil & Energy Corporation)<Re-election>
November 2003 Representative Director & CFO, Richemont Japan Limited<Outside>
Representative Director & COO, Richemont Japan Limited
July 2005
November 2005 Representative Director & President, Regional CEO,
6Yutaka 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)
Outside Director, the Company (to present)
May 2019[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 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 thesupervisory function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside
Director candidate for re-election. He will have served approximately one (1) year as Outside Director of the Company at theconclusion of the Meeting.

-7-No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined McKinsey & Company, Inc. Japan Office
Professor, School of International Politics, Economics andCommunication, Aoyama Gakuin University
Professor, Graduate School of International Corporate
April 2000
Strategy, Hitotsubashi University<New>
Vice President, Science Council of Japan
October 2005
<Outside>
Outside Director, Mitsui O.S.K. Lines, Ltd.
June 2006
Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
June 2010
7Yoko Ishikura
Outside Director, FUJITSU LIMITED(March 19, 1949)
Professor, Keio University Graduate School of Media DesignApril 2011
Outside Director, LIFENET INSURANCE COMPANY
June 2012
Outside Director, Sojitz Corporation
June 2014
External Director, Shiseido Company, Limited (to present)
June 2015
Outside Director, SEKISUI CHEMICAL CO., LTD. (toJune 2019present)[Reason for nomination as an Outside Director candidate]Ms. Yoko Ishikura has extensive experience in corporate management, such as serving as an outside director at multiple companies
that are vigorously developing businesses overseas, as well as deep expertise based on practical studies on business administration
including the area of international corporate strategy. As she is expected to strengthen the supervisory function of the Board of
Directors from an independent and fair standpoint, she has been newly nominated as an Outside Director candidate for election.
She has not been involved in corporate management other than being an outside director, but for the aforementioned reasons she
is deemed qualified as an Outside Director.
Joined The Long-Term Credit Bank of Japan, Limited
April 1986
(presently Shinsei Bank, Limited)
Joined A.T. Kearney, Inc.
August 1998
Joined Advantage Partners Inc.
August 2001
<New>
Outside Director, The Daiei, Inc.
May 2005<Outside>
Outside Director, OMC Card, Inc. (presently Cedyna FinancialCorporation)
8Akira Iwamoto
Outside Director, Nissen Co., Ltd. (presently Nissen Holdings
March 2007
(October 15, 1962)
Co., Ltd.)
Representative Director, Advantage Advisors, Inc.
October 2007
Outside Director, CCS Inc.
July 2011
Assistant to President, The Asahi Shimbun Company (toJanuary 2017present)
Advisor, Mizuho Financial Group, Inc. (to present)
April 2019
[Reason for nomination as an Outside Director candidate]
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 newly nominated as an Outside Director
candidate for election.
July 1985
March 1992

(Notes)
1.
2.
3.

4.

5.

No conflict of interest exists between the Company and any of the above Director candidates.
Mr. Yutaka Nishimura, Ms. Yoko Ishikura, and Mr. Akira Iwamoto are candidates for Outside Directors as stipulated inArticle 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has designated Mr. Yutaka Nishimura as an independent officer pursuant to the rules of Tokyo Stock
Exchange, Inc. and has notified the Exchange accordingly. Ms. Yoko Ishikura and Mr. Akira Iwamoto are candidates forindependent officers.
The Company has entered into an agreement with Mr. Yutaka Nishimura 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.
Yutaka Nishimura subject to his re-election. If Outside Director candidates Ms. Yoko Ishikura and Mr. Akira Iwamoto
are elected and take office as Directors, the Company is planning to enter into similar agreements with them.
The number of shares of the Company held shown in the table above indicates the number of shares effectively held byeach candidate including the number of shares held through the TSI Officers’ Share Ownership Plan as of February 29,2020.

-8-6.

Ms. Yoko Ishikura has been referred to by that name as she is better recognized by that name, but her name on the family
register is Ms. Yoko Kurita.

-9-