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 2418)
March 12, 2024
(Commencement Date of Electronic Provision of Documents: March 6, 2024)
To Shareholders with Voting Rights:
Masayuki Tsukada
President and CEO
TSUKADA GLOBAL HOLDINGS Inc.
1-16-1 Kaigan, Minato-ku, Tokyo, JapanNOTICE OF
THE 29TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 29th Annual General Meeting of Shareholders of TSUKADA GLOBALHOLDINGS Inc. (the “Company”) will be held for the purposes as described below.
The Company has taken measures to provide documents electronically for this General Meeting of
Shareholders, and matters to be provided electronically have been posted on the website below.
The Company's website: https://www.tsukada-global.holdings/en/ir/stock/meeting.html
In addition to the website above, the information has been posted on the website of Tokyo Stock Exchange,
Inc. (TSE). Please access the TSE website (TSE Listed Company Search) below, enter the issue name (company
name) or securities code for search, and select “Basic Information” and “Documents for Public Inspection / PR
Information.”
TSE website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If not attending the meeting on the day, you may exercise your voting rights via the internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders included in thematters to be provided electronically, and exercise your voting rights no later than 6:00 p.m. on
Wednesday, March 27, 2024 (JST).

1. Date and Time:
2. Place:

Thursday, March 28, 2024, at 10:00 a.m. (JST)Grand Central, 1F, The Strings Omotesandoh
3-6-8, Kita-Aoyama, Minato-ku, Tokyo, Japan*Please note there will be no souvenirs for attendees.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
29th fiscal term (from January 1, 2023 to December 31, 2023) and results ofaudits by the Financial Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 29th fiscal term(from January 1, 2023 to December 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Six Directors-1-

4. Guidance for Exercise of Voting Rights(1) If approval or disapproval for each proposal is not indicated on the Voting Rights Exercise Form, it will
be deemed that approval is indicated for each proposal.
(2) If a shareholder of the Company exercises his/her voting rights by proxy pursuant to the provisions ofArticle 15 of the Company’s Articles of Incorporation, the shareholder may authorize one othershareholder with voting rights to exercise his/her voting rights. In this case, please submit a document
certifying the authority of representation.
(3) If you exercise your voting rights in writing, please indicate your approval or disapproval of the
proposals on the enclosed Voting Rights Exercise Form and return it to us by no later than 6:00 p.m. on
Wednesday, March 27, 2024.
(4) If you exercise your voting rights via the internet, please refer to “Procedures for Exercising Voting
Rights via the Internet” on page 3 and exercise your voting rights no later than 6:00 p.m. on Wednesday,
March 27, 2024.
(5) If you exercise your voting rights twice, once in writing and via the internet, those exercised via theinternet shall be deemed valid. Also, if you exercise your voting rights more than once via the internet
or using a personal computer and a smart phone, the vote exercised last shall be deemed valid.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ If you are attending in person, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival at the meeting.
◎ If any revisions are made to the matters to be provided electronically, details of the revisions will be postedon the website where they are posted.
◎ In accordance with laws and regulations and provisions of Article 16 of the Company’s Articles ofIncorporation, the following matters are not included in paper copies sent to shareholders who haverequested it. The paper copies are a part of the documents audited by the Audit & Supervisory Board
Members and the Financial Auditor in preparing their respective audit reports.
・ Consolidated Statements of Changes in Net Assets
・ Notes on Consolidated Financial Statements
・ Non-consolidated Statements of Changes in Net Assets
・ Notes on Non-consolidated Financial Statements
・ System to Ensure Appropriate Business Operations
Please note that page numbers and statements on reference pages of the paper copies sent to shareholders
are the same as those of the matters to be provided electronically.

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<Procedures for Exercising Voting Rights via the Internet>
Please confirm the following matters before exercising your voting rights via the internet.
If you attend the meeting in person, you do not need to exercise your voting rights either by postal mail (Voting
Rights Exercise Form) or via the internet.

1. Website for exercising voting rights(1) You can exercise your voting rights via the internet only by accessing the Company’s designatedwebsite for exercising voting rights (https://evote.tr.mufg.jp/) via a personal computer or a smart phone.
(Please note that this service is unavailable between the hours of 2:30 a.m. and 4:30 a.m. daily.)(2) You may not be able to exercise your voting rights depending on your internet connection
environments: e.g., when you use a firewall, etc. for internet connection; when antivirus software is
installed; when a proxy server is used; and when Transport Layer Security (TLS) encrypted
communication is not designated.
(3) Votes will be accepted via the internet until 6:00 p.m. on Wednesday, March 27, 2024. However, you
are cordially requested to exercise your voting rights earlier, and call the Help Desk for any inquiries
or questions.
2. How to exercise voting rights via the internet(1) Method via personal computer・ On the website for exercising voting rights (https://evote.tr.mufg.jp/), please enter the “login ID”
and “temporary password” that are indicated on the Voting Rights Exercise Form, and follow the onscreen guidance to enter whether you approve or disapprove each proposal.
・ You will be provided with a new “login ID” and “temporary password” each time a General Meetingof Shareholders is convened.
(2) Method via smart phone
・ By scanning the “login QR code” indicated on the Voting Rights Exercise Form into your smart
phone, you will be automatically connected to the website for exercising voting rights, where you will
be able to exercise your voting rights.
(You will not need to enter your “login ID” and “temporary password.”)・ You may not be able to log in using the QR code on certain types of smart phones. If you are unable
to log in using the QR code, please exercise your voting rights via the method noted above in 2. (1)“Method via personal computer.”*QR code is a registered trademark of DENSO WAVE INCORPORATED.
3. How multiple votes by the same shareholder will be handled(1) If you exercise your voting rights both in writing and via the internet, the internet vote shall beconsidered valid.
(2) If you exercise your voting rights multiple times via the internet, the last vote cast shall be consideredvalid.
4. Fees incurred when you access the website for exercising voting rights
Please note that any fees (internet connection charges, etc.) incurred when you access the website forexercising voting rights shall be borne by the shareholders in question.

-3-

Inquiries about the system, etc.
Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation (Help Desk)
Telephone: 0120-173-027 (operating hours: 9:00 - 21:00; toll free, available only in Japan)
Electronic Voting Platform
Shareholders registered in the name of a trust and custody bank, etc. (including standing proxies) may use theElectronic Voting Platform operated by ICJ, Inc., a joint venture established by Tokyo Stock Exchange, Inc.
and others, as an alternative electronic method other than the use of the internet as described above forexercising voting rights at the General Meeting of Shareholders of the Company, provided that they havealready filed applications for the use of the said platform.

-4-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Taking into consideration the business performance during this fiscal year and future business development,
etc., the Company proposes the year-end dividend for this fiscal year as follows:<Year-End Dividends>(1) Type of dividend property
Cash(2) Matters related to allocation of dividend property and total amount thereof
Dividend per share of the Company’s common stock:¥5
Total amount of dividends:¥238,500,830(3) Effective date of dividends from surplus
March 29, 2024

-5-

Proposal 2: Election of Six Directors
The terms of office of six Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes that six Directors be elected.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, positions, assignments and important concurrent positions
June

1997

President and CEO of the Company (to present)

June
August1999
2000

CEO of Best Bridal Hawaii, Inc. (to present)
President and Representative Director of Best Planning
Inc. (to present)
President and Representative Director of Acqua Grazie,Inc. (currently Best-Anniversary Inc.)
President and Director of PT. Tirtha Bridal (to present)
President and Representative Director of Hospitality
Network Corporation (currently BEST HOSPITALITY
Network Inc.) (to present)
President and Representative Director of Best Global,
Inc. (to present)
Representative Director of Ecpark Pte. Ltd. (to present)
President and Representative Director of Best Bridal
Inc. Successor Preparatory Company (currently Best
Bridal Inc.) (to present)
President and Representative Director of FAJA, Inc.
(currently BEST HERBS, Inc.) (to present)
President and Representative Director of RAJA, Inc. (topresent)
Manager of Best Resort LLC (to present)
Manager of BEST HOSPITALITY LLC (to present)
Chairman and CEO of Best-Anniversary Inc. (topresent)
President and Representative Director of BEST LIFESTYLE Inc. (to present)
Manager of TGU LLC (to present)
President and Representative Director of Gloria Bridal
Japan, Inc. (to present)

October 2006
February 2007
January 2011
November 2013

1

Masayuki Tsukada(June 21, 1946)

December 2013
February 2014

September 2014

January 2015
August 2015
January 2018
May

2019

July
August2020
2020

Number ofshares of theCompany held

7,187,700

Reasons for Nomination as a Candidate for Director
Masayuki Tsukada built the Tsukada Global Holdings Group seen today as the Company’s founder. He leads managementwith strong leadership as the Representative Director and provides guidance and advice from a broad perspective for the
management in general. We nominated him as a candidate for Director to sustainably increase corporate value.

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No.

Name
(Date of birth)

Career summary, positions, assignments and important concurrent positions

Number ofshares of theCompany held

Joined the Company
Executive Managing Director of the Company (topresent)
Representative Director of Fine Expand Co., Ltd. (topresent)
President of Best Bridal Hawaii, Inc. (to present)
General Manager of Marketing Division of the Company
General Manager of Business Development Division of
the Company
Responsible for Business Development Division of theCompany
Director of BEST LIFE STYLE Inc. (to present)

1,224,400

December 1995
June
1997
December 2002
2

Keiko Tsukada(December 7, 1951)

March
July
July

2005
2007
2014

April

2016

May

2019

Reasons for Nomination as a Candidate for Director
Keiko Tsukada, since joining the Company in 1995, has engaged in predominately marketing related work for many years,
contributed to value creation of various facilities and branding for the Group, and has abundant experience and knowledge
related to management. We nominated her as a candidate for Director to sustainably increase corporate value.
September 20143

Kento Tsukada(February 13, 1989)

February

2016

March

2016

January

2018

March

2018

Director of FAJA, Inc. (currently BEST HERBS, Inc.)
Director of RAJA, Inc.
Managing Director of FAJA, Inc. (currently BESTHERBS, Inc.) (to present)
General Manager of Planning & Development Divisionof the Company
Director of the Company (to present)
President and Representative Director of BestAnniversary Inc. (to present)
Director of Best Planning Inc.

May

2019

Director of BEST LIFE STYLE Inc.

August2019

Managing Director of RAJA, Inc. (to present)

August2020

Director of Gloria Bridal Japan, Inc. (to present)

March

2021

March

2022

March

2023

Managing Director of BEST HOSPITALITY Network
Inc. (to present)
Managing Director of Best Global, Inc. (to present)
Managing Director of BEST LIFE STYLE Inc. (topresent)
Responsible for Human Resources & General Affairs
Division of the Company (to present)
Managing Director of Best Bridal Inc. (to present)

657,200

Reasons for Nomination as a Candidate for Director
Kento Tsukada has experience as a Director at our group companies in addition to experience that includes new businessdevelopment, and is a competent person who can reliably implement the Group governance sought for a holding company. In
light of this, we nominated him as a candidate for Director to sustainably increase corporate value.

-7-

No.

4

Name
(Date of birth)

Takashi Nishibori(April 1, 1960)

Career summary, positions, assignments and important concurrent positions
April

1983

Joined Hitachi Zosen Corporation

March

1987

Joined Wako Securities Co., Ltd. (currently Mizuho
Securities Co., Ltd.)

October 1996
December 1999
October 2001
March
2006
November 2007
September 2011

Joined Weathernews Inc.
Joined Big Store.Com Co., Ltd.
Director of Finantec Co., Ltd.
Outside Director of the Company (to present)
Outside Director of ANAP Inc. (to present)
President and Representative Director of JBI Inc. (topresent)

March

Outside Board Member of Gene Therapy ResearchInstitution Co., Ltd. (to present)
Outside Auditor of Yoshimura Package Partners Co. Ltd.
(to present)
Director of TNBI Inc. (to present)
Outside Director of GATES GROUP CO., LTD. (topresent)
Outside Director of HEYAGOTO Co., Ltd. (to present)
Outside Director of ZEUS enterprise Co., Ltd. (topresent)

2018

November 2018
June
March

2021
2022

September 2023
October 2023

Number ofshares of theCompany held

2,000

Reasons for Nomination as a Candidate for Outside Director and Expected Role
Takashi Nishibori has abundant experience and extensive knowledge concerning the field of corporate management as the
manager of a consulting company. We nominated him as a candidate for Outside Director so that he will contribute to theenhancement of corporate governance by continuing to supervise the management of the Company and giving advice on the
management of the Company in general. Since he took office as Outside Director of the Company in March 2006, his term ofoffice is 18 years at the conclusion of this Annual General Meeting of Shareholders.

5

Takashi Terachi(June 20, 1959)

April

1998

Professor at School of Business Administration at
Kwansei Gakuin University (to present)

April

2011

April

2014

March
October

2016
2018Manager of Academic Affairs at Kwansei Gakuin
University
Dean of School of Business Administration at Kwansei
Gakuin University
Outside Director of the Company (to present)
Outside Director of SHINMEI HOLDINGS CO., LTD.
(to present)

March
June
January

2021
2023
2024

−

Outside Director of Aigran Holdings, Inc. (to present)
Outside Director of Shokubun Co., Ltd. (to present)
Outside Director of Adviser Navi Co., Ltd. (to present)

Reasons for Nomination as a Candidate for Outside Director and Expected Role
Takashi Terachi has expertise and extensive knowledge as a university professor. We nominated him as a candidate for
Outside Director so that he will contribute to the enhancement of corporate governance by giving advice on the managementof the Company in general. Since he took office as Outside Director of the Company in March 2016, his term of office iseight years at the conclusion of this Annual General Meeting of Shareholders.

-8-

No.

Name
(Date of birth)

Career summary, positions, assignments and important concurrent positions
April

6

Hideto Nishitani(March 2, 1960)

1983

Joined Orient Leasing Co., Ltd. (currently ORIX
Corporation)

January
2011
October 2012
January
2014
April
2015
September 2019

Executive Officer of ORIX Corporation
Board Director of Houlihan Lokey Inc.
Managing Executive Officer of ORIX Corporation
CEO of ORIX Corporation USA
Managing Executive Officer and Assistant to CEO of
ORIX Corporation

July
March
June

CEO of Virtuous Capital LLC (to present)
Outside Director of the Company (to present)
Outside Director of POCKETALK CORPORATION(to present)

2020
2022
2022

Number ofshares of theCompany held

23,000Reasons for Nomination as a Candidate for Outside Director and Expected Role
Hideto Nishitani has abundant experience and extensive knowledge concerning investment, finance and M&A. We nominatedhim as a candidate for Outside Director so that he will contribute to the enhancement of corporate governance by supervising
the Company’s business related to investment, including overseas investment, and giving advice on the management of theCompany in general from an international perspective. Since he took office as Outside Director of the Company in March
2022, his term of office is two years at the conclusion of this Annual General Meeting of Shareholders.
Notes:
1. No special interest exists between the Company and any of the above candidates for Directors.
2. Masayuki Tsukada, a candidate for Director, is a parent company, etc. as defined in Article 2, Item 4-2 of the Companies
Act.
3. Matters related to candidates for Outside Directors are as follows:(1) Takashi Nishibori, Takashi Terachi and Hideto Nishitani are candidates for Outside Directors. The Company has
notified the Tokyo Stock Exchange, on which the Company is listed, of said candidates’ designation as independent
officers. If their reelection is approved in accordance with this proposal, the Company plans to continue the said
notification.
(2) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act and Article 29, Paragraph 2 of theCompany’s Articles of Incorporation, the Company has concluded an agreement with Takashi Nishibori, Takashi
Terachi and Hideto Nishitani to limit liability for damages stipulated in Article 423, Paragraph 1 of the Act. If this
proposal is approved, the Company plans to continue the said limited liability agreement. The maximum amountof liability for damages based on the said agreement shall be the minimum liability amount as stipulated in laws
and regulations.
4. The Company has in effect a directors and officers liability insurance agreement stipulated in Article 430-3, Paragraph
1 of the Companies Act that insures all its Directors, and all insurance premiums are borne by the Company. This
insurance agreement covers losses that may arise in the event that the Directors, the insured, are held liable, or incur aclaim in pursuit of such liability, with regard to the performance of their duties.
If the candidates take office as Directors, they will be insured by the insurance agreement, which is to be renewed on
March 31, 2024.

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