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 9, 2017
To Shareholders with Voting Rights:
Tadashi Saito
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
5-1-3 Minami-Aoyama, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 6TH 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 6th 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 in writing. In such case,please review the attached Reference Documents for the General Meeting of Shareholders, indicate
your vote for or against each proposal on the enclosed Voting Rights Exercise Form and return it so that
it is received by 6:00 p.m. on Thursday, May 25, 2017, Japan time.
1. Date and Time:

Friday, May 26, 2017 at 10:00 a.m. Japan time (opens at 9:00 a.m.)

2. Place:

Ballroom, B2F, Cerulean Tower Tokyu Hotel located at26-1 Sakuragaoka-cho, Shibuya-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 6th Fiscal Year (March 1, 2016 - February 28, 2017) 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 6th Fiscal Year
(March 1, 2016 - February 28, 2017)
Proposals to be resolved:
Election of eight (8) Directors
Proposal 1:
Revision of the amount of Director compensation
Proposal 2:
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 (http://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.

-1-(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 (http://www.tsi-holdings.com/).

-2-

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

Election of eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of the Meeting. Accordingly,
the election of eight (8) Directors including three (3) 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

1,528,610[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 Exxon Chemical Corporation (presently JXTG Nippon
April 1992
Oil & Energy Corporation)
September 1999 U.S. Exxon Corporation (presently Exxon Mobil Corporation)(secondment)
General Manager, Selective Division, NIHON L’ORÉAL K.K.
October 2005
February 2008
Division General Manager, Business Headquarters, L’ORÉALSINGAPORE PTE LTD (secondment)
April
2011
DeputyDivision General Manager, Professional Products<Re-election>
Headquarters, NIHON L’ORÉAL K.K.
June 2012
Representative Executive Officer, SHAKLEE GLOBAL
Tadashi Saito
GROUP INC.
2
2,640
(March 24, 1967)
Director and Representative Executive Officer President,
SHAKLEE JAPAN K.K. (presently SHAKLEE JAPANHOLDINGS K.K.)
December 2014 Joined the Company, Advisor
March 2015
Executive Officer & Executive General Manager, Business
Strategy Headquarters
May 2015
Representative Director President & CEO (to present) and
Executive General Manager, Business Strategy Headquarters(to present) and General Manager, Overseas Project Planning
Dept., Business Strategy Headquarters[Reason for nomination as a Director candidate]
Mr. Tadashi Saito has extensive experience and achievement from his involvement in management of a wide range of fields as acorporate executive and a business head at global companies. He has also been involved in the management of the Company as
the Representative Director President & CEO since May 2015 and is vigorously promoting management reform and theinternationalization of the Group. 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.

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
May 1999
May 2001<Re-election>
3

Masaaki Oishi(August 9, 1949)

November 2009

June 2011
March 2012
July 2013
March 2015

General Manager, Corporate Credit Division, The Fuji Bank,
Limited (presently Mizuho Bank, Ltd.)
Representative Director, Vice President and General Manager,
Administrative Headquarters, Iwataya Department Store Co.,
Ltd. (presently Iwataya Mitsukoshi Ltd.)
Outside Audit & Supervisory Board Member,
SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Joined the Company, Administrative Headquarters
Deputy Executive General Manager, Administrative
Headquarters
Executive Officer
Executive General Manager, Administrative Headquarters (topresent) and General Manager, Shared Service Dept.,
Administrative Headquarters (to present)
Director (to present)

Number ofshares of theCompany held

8,782

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.
Joined SANEI-INTERNATIONAL CO., LTD. (presently theAugust 1990
Company)
November 1997 Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,
August 2000
LTD.
November 2005 Director & Deputy President, SANEI-INTERNATIONAL
CO., LTD.
Representative Director & Deputy President,
July 2008
SANEI-INTERNATIONAL CO., LTD.
<Re-election>
November 2008 Representative Director & President,
SANEI-INTERNATIONAL CO., LTD.
Takahiko Miyake
Director (to present) and Executive General Manager,
June 2011
4
3,377,180
Corporate Planning Headquarters, the Company(March 20, 1965)
September 2012 General Manager, Corporate Management Dept., Corporate
Planning Headquarters
General Manager, Corporate Planning Dept., Corporate
March 2013
Planning Headquarters
Executive General Manager, Corporate Strategy Headquarters
March 2014
and General Manager, Corporate Planning Dept.
Executive General Manager, Corporate Planning Headquarters
March 2015
and General Manager, Corporate Planning Dept.
Deputy Executive General Manager, Administrative
May 2015
Headquarters (to present) and General Manager, Corporate
Planning Dept., Administrative Headquarters (to present)[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.

-4-

No.

Name
(Date of birth)<Re-election>

5

Yasuo Yamada(September 15,
1953)

Past experience, positions, responsibilities
and significant concurrent positions
March 1976
May 2006
March 2007
March 2009
March 2011
May 2011
February 2012
March 2012
March 2012
May 2012
March 2014
March 2014
May 2014
September 2015

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
Representative Director & Chairman, NANO UNIVERSE
CO., LTD. (to present)
Director, the Company (to present)
Deputy Executive General Manager, Corporate Strategy
Headquarters
Representative Director & President, Tokyo Style Co., Ltd.
Representative Director & Chairman, Toska-Bano’k Co., Ltd.
General Manager, Business Administration Dept., Business
Strategy Headquarters, the Company (to present)

Number ofshares of theCompany held

15,041[Reason for nomination as a Director candidate]
Mr. Yasuo Yamada was involved in the corporate management of Tokyo Style Co., Ltd., a subsidiary of the Company, as its
President centered on the apparel business. He has also been involved in the management of the Company as a Director since
May 2012 and is promoting the efforts to strengthen Group company management. As he is expected to strengthen thedecision-making function and the supervisory function of the Board of Directors drawing on his experience and achievement, hehas been nominated as a Director candidate.
Registered as a Certified Public Accountant
February 1963
Senior Partner, Yamato Auditing Company
July 1969
Senior Partner, Shinwa Auditing Company
December
1974<Re-election>
Senior Partner, Asahi Shinwa Auditing Company
July
1985
<Outside>
Deputy President, Asahi & Co. (presently KPMG AZSA LLC)
May 1999
President, Representative Director, Shinohara Management
August2002
Yoshinori Shinohara
6
12,133and 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 six(6) years as Outside Director of the Company at the conclusion of the Meeting.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Assistant Professor, Institute for Economic Research, Osaka
City University<Re-election>
Assistant Professor, College of Economics, Rikkyo University
April 2002
<Outside>
Assistant Professor, College of Business, Rikkyo University
April 2006
Associate Professor, College of Business, Rikkyo University
April 2007
Mika Takaoka
Professor, College of Business, Rikkyo University (to present)
7
April 2009
2,133
(June 19, 1968)
Outside Corporate Auditor, FamilyMart Co., Ltd. (presently
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 three (3) years as Outside Director of the Company at the conclusion of the
Meeting.
Joined Booz, Allen & Hamilton (Japan), Inc. (presently PwC
April 1992
<New>
Consulting LLC), Consultant
Partner, OHMAE & ASSOCIATES
January 1995
<Outside>
Director, Kuroda Electric Co., Ltd.
June 2004
8
December 2006 President, Retail Networks Co., Ltd. (presently The Walt
Shinichi Uedatani
Disney Company (Japan) Ltd.)(February 2, 1970)
November 2009 President, Krispy Kreme Doughnuts Japan Co., Ltd.
President, Barneys Japan Co., Ltd.
April 2012
Representative Partner, GrowthPoint Equity LLP (to present)
February 2017
[Reason for nomination as an Outside Director candidate]
Mr. Shinichi Uedatani has extensive experience and achievement from his involvement in corporate management and businessexecution both as a corporate manager and a management consultant in a wide range of fields centering on consumer goods. As
he is expected to provide the Company with frank advice on the appropriateness of decision-making of the Board of Directors
and to strengthen the supervisory function of the Board of Directors from an independent and fair standpoint, he has been
nominated as a new Outside Director candidate.
April 2001

(Notes)1. No conflict of interest exists between the Company and any of the above Director candidates.
2. Mr. Yoshinori Shinohara, Ms. Mika Takaoka and Mr. Shinichi Uedatani are candidates for Outside Directors as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
3. 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. Mr. Shinichi Uedatani is a candidate forindependent officer.
4. 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. In addition, the Company is planning to enter into a similar
agreement with Mr. Shinichi Uedatani, an Outside Director candidate, if he is elected and assumes the office of Director.
5. 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.
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.
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,
2017.

-6-

Proposal 2:

Revision of the amount of Director compensation

The current amount of Director compensation of up to 500 million yen per year (including up to 20
million yen per year for Outside Directors) was approved at the 1st Annual General Meeting of Shareholders
held on May 24, 2012. However, in light of various circumstances including the addition of one (1) Outside
Director as part of efforts to further reinforce its corporate governance, the Company proposes to revise theamount of Director compensation to up to 500 million yen per year (including up to 40 million yen per year
for Outside Directors).
The amount of Director compensation shall not include the employee salary portion of Directors who
serve concurrently as employees, as in the past.
Currently the Company has eight (8) Directors (including two (2) Outside Directors) and if Proposal 1 isapproved, the number of Directors shall be eight (8) (including three (3) Outside Directors).
End-7-