TSUKADA GLOBAL : Notice of The 29th Annual General Meeting of Shareholders

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 other forms 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, Japan

NOTICE OF

THE 29TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you that the 29th Annual General Meeting of Shareholders of TSUKADA GLOBAL HOLDINGS 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 in writing. Please review the Reference Documents for the General Meeting of Shareholders included in the matters 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:
3. Meeting Agenda: Matters to be reported:
   Proposals to be resolved: Proposal 1: Proposal 2:

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.

1. The Business Report, Consolidated Financial Statements for the Company's 29th fiscal term (from January 1, 2023 to December 31, 2023) and results of audits by the Financial Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidatedFinancial Statements for the Company's 29th fiscal term (from January 1, 2023 to December 31, 2023)

Appropriation of Surplus

Election of Six Directors

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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 of Article 15 of the Company's Articles of Incorporation, the shareholder may authorize one other shareholder 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 the internet 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.

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• 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 posted on the website where they are posted.
• In accordance with laws and regulations and provisions of Article 16 of the Company's Articles of Incorporation, the following matters are not included in paper copies sent to shareholders who have requested 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-consolidatedStatements 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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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
2. 1. You can exercise your voting rights via the internet only by accessing the Company's designated website 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.
3. How to exercise voting rights via the internet
4. 1. Method via personal computer
   2. • 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 on- screen 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 Meeting of Shareholders is convened.
   3. Method via smart phone
   4. • 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.
5. How multiple votes by the same shareholder will be handled
6. 1. If you exercise your voting rights both in writing and via the internet, the internet vote shall be considered valid.
   2. If you exercise your voting rights multiple times via the internet, the last vote cast shall be considered valid.
7. 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 for exercising voting rights shall be borne by the shareholders in question.

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Inquiries about the system, etc.

Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation (Help Desk) Telephone: [phone] (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 for exercising voting rights at the General Meeting of Shareholders of the Company, provided that they have already filed applications for the use of the said platform.

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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:

<> 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

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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:

	Name				Number of
No.	Career summary, positions, assignments and important concurrent positions	shares of the
(Date of birth)
				Company held
		June	1997	President and CEO of the Company (to present)
		June	1999	CEO of Best Bridal Hawaii, Inc. (to present)
		August	2000	President and Representative Director of Best Planning
				Inc. (to present)
		October	2006	President and Representative Director of Acqua Grazie,
		February 2007	Inc. (currently Best-Anniversary Inc.)
		President and Director of PT. Tirtha Bridal (to present)
		January	2011	President and Representative Director of Hospitality
				Network Corporation (currently BEST HOSPITALITY
				Network Inc.) (to present)
		November 2013	President and Representative Director of Best Global,
		December 2013	Inc. (to present)
		Representative Director of Ecpark Pte. Ltd. (to present)
1	Masayuki Tsukada	February 2014	President and Representative Director of Best Bridal	7,187,700
(June 21, 1946)			Inc. Successor Preparatory Company (currently Best
				Bridal Inc.) (to present)
		September 2014	President and Representative Director of FAJA, Inc.
				(currently BEST HERBS, Inc.) (to present)
				President and Representative Director of RAJA, Inc. (to
		January		present)
		2015	Manager of Best Resort LLC (to present)
		August	2015	Manager of BEST HOSPITALITY LLC (to present)
		January	2018	Chairman and CEO of Best-Anniversary Inc. (to
				present)
		May	2019	President and Representative Director of BEST LIFE
				STYLE Inc. (to present)
		July	2020	Manager of TGU LLC (to present)
		August	2020	President and Representative Director of Gloria Bridal
				Japan, Inc. (to present)

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 management with 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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	Name				Number of
No.	Career summary, positions, assignments and important concurrent positions	shares of the
(Date of birth)
				Company held
		December	1995	Joined the Company
		June	1997	Executive Managing Director of the Company (to
				present)
		December	2002	Representative Director of Fine Expand Co., Ltd. (to
				present)
2	Keiko Tsukada	March	2005	President of Best Bridal Hawaii, Inc. (to present)	1,224,400
(December 7, 1951)	July	2007	General Manager of Marketing Division of the Company
		July	2014	General Manager of Business Development Division of
				the Company
		April	2016	Responsible for Business Development Division of the
				Company
		May	2019	Director of BEST LIFE STYLE Inc. (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.

3

Kento Tsukada

(February 13, 1989)

September 2014	Director of FAJA, Inc. (currently BEST HERBS, Inc.)
		Director of RAJA, Inc.
February	2016	Managing Director of FAJA, Inc. (currently BEST
		HERBS, Inc.) (to present)
March	2016	General Manager of Planning & Development Division
		of the Company
		Director of the Company (to present)
January	2018	President and Representative Director of Best-
		Anniversary Inc. (to present)
March	2018	Director of Best Planning Inc.
May	2019	Director of BEST LIFE STYLE Inc.
August	2019	Managing Director of RAJA, Inc. (to present)
August	2020	Director of Gloria Bridal Japan, Inc. (to present)
March	2021	Managing Director of BEST HOSPITALITY Network
		Inc. (to present)
		Managing Director of Best Global, Inc. (to present)
		Managing Director of BEST LIFE STYLE Inc. (to
		present)
March	2022	Responsible for Human Resources & General Affairs
		Division of the Company (to present)
March	2023	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 business development, 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.

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N o .	Name	Career summary, positions, assignments and important concurrent positions	Number of
shares of the
	(Date of birth)				Company held
		April	1983	Joined Hitachi Zosen Corporation
		March	1987	Joined Wako Securities Co., Ltd. (currently Mizuho
				Securities Co., Ltd.)
		October	1996	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)
	Takashi Nishibori	September 2011	President and Representative Director of JBI Inc. (to
4			present)	2,000
(April 1, 1960)	March	2018	Outside Board Member of Gene Therapy Research
				Institution Co., Ltd. (to present)
		November 2018	Outside Auditor of Yoshimura Package Partners Co. Ltd.
				(to present)
		June	2021	Director of TNBI Inc. (to present)
		March	2022	Outside Director of GATES GROUP CO., LTD. (to
				present)
		September 2023	Outside Director of HEYAGOTO Co., Ltd. (to present)
		October	2023	Outside Director of ZEUS enterprise Co., Ltd. (to
				present)

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 the enhancement 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 of office 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	Manager of Academic Affairs at Kwansei Gakuin
		University
April	2014	Dean of School of Business Administration at Kwansei
		Gakuin University
March	2016	Outside Director of the Company (to present)
October	2018	Outside Director of SHINMEI HOLDINGS CO., LTD.
		(to present)
March	2021	Outside Director of Aigran Holdings, Inc. (to present)
June	2023	Outside Director of Shokubun Co., Ltd. (to present)
January	2024	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 management of the Company in general. Since he took office as Outside Director of the Company in March 2016, his term of office is eight years at the conclusion of this Annual General Meeting of Shareholders.

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No.	Name	Career summary, positions, assignments and important concurrent positions	Number of
shares of the
	(Date of birth)				Company held
		April	1983	Joined Orient Leasing Co., Ltd. (currently ORIX
				Corporation)
		January	2011	Executive Officer of ORIX Corporation
		October	2012	Board Director of Houlihan Lokey Inc.
		January	2014	Managing Executive Officer of ORIX Corporation
6	Hideto Nishitani	April	2015	CEO of ORIX Corporation USA	23,000
(March 2, 1960)	September 2019	Managing Executive Officer and Assistant to CEO of
				ORIX Corporation
		July	2020	CEO of Virtuous Capital LLC (to present)
		March	2022	Outside Director of the Company (to present)
		June	2022	Outside Director of POCKETALK CORPORATION
				(to present)

Reasons 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 nominated him 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 the Company 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:
4. 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 the Company'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 amount of liability for damages based on the said agreement shall be the minimum liability amount as stipulated in laws and regulations.
5. 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 a claim 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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