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 2418)
March 12, 2019
To Shareholders with Voting Rights:
Masayuki Tsukada
President and CEO
TSUKADA GLOBAL HOLDINGS Inc.
3-11-10 Higashi, Shibuya-ku, Tokyo, JapanNOTICE OFTHE 24TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 24th Annual General Meeting of Shareholders of TSUKADAGLOBAL HOLDINGS Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting in person, you can exercise your voting rights in writing or byelectronic methods (the internet). If you exercise your voting rights in writing or by electronic methods,
please review the Reference Documents for the General Meeting of Shareholders attached hereto, andexercise your voting rights no later than 6:00 p.m. on Wednesday, March 27, 2019 (JST).
1. Date and Time:
2. Place:

Thursday, March 28, 2019, at 10:00 a.m. (JST)Art Grace Club
1-1-9 Kamiosaki, Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
24th fiscal term (from January 1, 2018 to December 31, 2018) 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 24th fiscal term(from January 1, 2018 to December 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six Directors
Proposal 2:
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 via the internet, please refer to “Procedures for Exercising Voting
Rights via the Internet” on page 7 and exercise your voting rights no later than 6:00 p.m. on
Wednesday, March 27, 2019.
(4) 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 mobile phone, the vote exercised last shall be deemed valid.

-1-◎ If you are attending in person, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival at the meeting.
◎ If there should be any matters that must be corrected in the Reference Documents for the General
Meeting of Shareholders, the Business Report, and/or the Consolidated and the Non-consolidated
Financial Statements, the corrected matters are posted on the website of the Company(https://www.tsukada-global.holdings).

-2-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, 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:Total amount of dividends:(3)¥5¥238,500,830

Effective date of dividends from surplus
March 29, 2019-3-Proposal 2: Election of Six Directors
The terms of office of six Directors will expire at the conclusion of this Annual General Meeting ofShareholders. Accordingly, the Company proposes that six Directors be elected.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, assignment and important concurrent positions
June

1997

President and CEO of the Company (to present)

June

1999

CEO of Best Bridal Hawaii, Inc. (to present)

August2000

October

2006

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 Best Bridal Korea, Inc. (topresent)
President and Director of PT. Tirtha Bridal (to present)

December 2006

1

Masayuki Tsukada(June 21, 1946)

February

2007

July

2007

January

2011

November 2013
December 2013
February

2014

September 2014

President and Representative Director of Life Create
Bank, Inc. (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)

Number ofshares of theCompany held

10,965,700

President and Representative Director of Best Bridal
Inc. Successor Preparatory Company (currently Best
Bridal Inc.) (to present)

January

2015

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)

August2015

Manager of BEST HOSPITALITY LLC (to present)

January

2018

President and CEO of Best-Anniversary Inc. (topresent)

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 themanagement in general. We nominated him as a candidate for Director to sustainably increase corporate value.

-4-No.

Name(Date of birth)

Career summary, position, assignment and important concurrent positions
December 1995

Joined the Company

June

Executive Managing Director of the Company (topresent)
Representative Director of Fine Expand Co., Ltd. (topresent)
President of Best Bridal Hawaii, Inc. (to present)

1997

December 2002
2Keiko Tsukada(December 7, 1951)

March2005

July2007

July2014

April2016

General Manager of Marketing Division of theCompany
General Manager of Business Development Division ofthe Company

Number ofshares of theCompany held

1,424,400

Responsible for Business Development Division of theCompany (to present)

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.
January3

Kento Tsukada(February 13, 1989)

2013

Joined Hospitality Network Corporation (currentlyBEST HOSPITALITY Network Inc.)

September 2014

Director of FAJA, Inc. (currently BEST HERBS, Inc.)
Director of RAJA, Inc. (to present)

February

2016

Managing Director of FAJA, Inc. (currently BESTHERBS, Inc.) (to present)

March

2016

General Manager of Planning & Development Divisionof the Company (to present)
Director of the Company (to present)

January

2018

President and Representative Director ofBest-Anniversary Inc. (to present)

219,200

Reasons for Nomination as a Candidate for DirectorKento 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.
March4

Kenichi Maruyama(April 22, 1962)

1986

Joined McDonald’s Company (Japan), Ltd.

November 2005

General Manager of Division of Sales Headquarters of
McDonald’s Company (Japan), Ltd.

October

General Manager of Division of Human Resources
Headquarters of McDonald’s Company (Japan), Ltd.

2009

September 2014

Joined the Company

April

2015

General Manager of Human Resources Division of theCompanyFebruary

2016

General Manager of Human Resources Division andGeneral Manager of General Affairs Division of theCompany (to present)

March

2016

Director of the Company (to present)

1,000

Reasons for Nomination as a Candidate for Director
Kenichi Maruyama has abundant business experience and extensive knowledge in administration. We nominated him as acandidate for Director to enhance the effectiveness of the Board of Directors’ decision making and supervisory function bymaking use of his experience and knowledge.

-5-No.

5Name(Date of birth)

Takashi Nishibori(April 1, 1960)

Career summary, position, assignment and important concurrent positions
April

1983

Joined Hitachi Zosen CorporationMarch1987

October

1996

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

December 1999

Joined Big Store.Com Co., Ltd.

October

2001

Director of Finantec Co., Ltd.

March

2006

Outside Director of the Company (to present)

November 2007

Outside Director of ANAP Inc. (to present)

March

Outside Director of Shinoken Group Co., Ltd. (topresent)
President and Representative Director of JBI Inc. (topresent)2011

September 2011

Number ofshares of theCompany held

2,000Reasons for Nomination as a Candidate for Outside Director
Takashi Nishibori has abundant experience and extensive knowledge concerning the field of corporate management as themanager 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 themanagement of the Company in general. Since he took office as Outside Director of the Company in March 2006, his term ofoffice is 13 years at the conclusion of this Annual General Meeting of Shareholders.

6Takashi Terachi(June 20, 1959)

April

1998

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

January

2010

President and Representative Director of Anchor
Associates Co., Ltd. (to present)

April

2011

Manager of Academic Affairs at Kwansei Gakuin
University

April

2014

Dean of School of Business Administration at Kwansei
Gakuin University

August2015

Outside Director of J-COM Holdings Co., Ltd.
(currently LIKE Co., Ltd.)

March

2016

Outside Director of the Company (to present)－Reasons for Nomination as a Candidate for Outside Director
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 isthree 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 or equivalent as defined in Article 2, Item 4-2 of theCompanies Act.
3. Matters related to candidates for Outside Directors are as follows:(1) Takashi Nishibori and Takashi Terachi 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 theirreelection 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 andTakashi Terachi to limit liability for damages stipulated in Article 423, Paragraph 1 of the Act. If this proposal isapproved, the Company plans to continue the said limited liability agreement. The maximum amount of liability
for damages based on the said agreement shall be the minimum liability amount as stipulated in laws andregulations.

-6-<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, a smart phoneor a mobile phone. (Please note that this service is unavailable between the hours of 2:00 a.m. and5:00 a.m. daily.)(2) You may not be able to exercise your voting rights from a personal computer or a smart phonedepending 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) When exercising voting rights from a mobile phone, in order to ensure security, the designatedwebsite is only compatible with mobile terminals capable of TLS encrypted communication andtransmission of mobile phone information.
(4) Votes will be accepted via the internet until 6:00 p.m. on Wednesday, March 27, 2019. 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 or mobile phone
・ 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 theon-screen guidance to enter whether you approve or disapprove each proposal.
・ To prevent unauthorized access (“spoofing”) and falsification of the details of votes by third
persons other than shareholders, you will be requested to change your “temporary password” on thewebsite for exercising voting rights.
・ You will be provided with a new “login ID” and “temporary password” each time a General
Meeting of 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 willbe able to exercise your voting rights.
(You will not need to enter your “login ID” and “temporary password.”)・ For security reasons, you may only log in with the QR code one time. From the second time, youwill need to enter the “login ID” and “temporary password” even if you scan the QR code.
・ You may not be able to log in using the QR code on certain types of smart phones. If you areunable to log in using the QR code, please exercise your voting rights via the method noted above in2. (1) “Method via personal computer or mobile phone.”*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 by postal mail 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. Also, if you exercise your voting rights multiple times via a personal computer, a smart phone
and/or a mobile phone, the last vote cast shall be considered valid.
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. Similarly, when mobile phones, etc.
are used, any packet communication charges or other fees arising from the use of mobile phones, etc. shallbe borne by the shareholders.

-7-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
the Electronic 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.

-8-