Yondoshi : Notice of the Convocation of the 74th 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.

(Securities Code: 8008) (Dispatch date) May 14, 2024 May 7, 2024

Dear Shareholders:

Hidetoshi Masuda

President and Representative Director

YONDOSHI HOLDINGS INC.

2-19-10,Kami-Osaki,Shinagawa-ku, Tokyo

Notice of the Convocation of

the 74th Annual General Meeting of Shareholders

We hereby notify you that the 74th Annual General Meeting of Shareholders of YONDOSHI HOLDINGS INC. (the "Company") will be held as described below.

The Company has taken measures for electronic provision of materials for the General Meeting of Shareholders, following the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation. Address of the materials for which the measures for electronic provision are taken below.

The Company's website

https://yondoshi.co.jp/meeting/

(Please go to the website and select "Notice of the Convocation of the 74th Annual General Meeting of Shareholders".)

Materials posted website

https://d.sokai.jp/8008/teiji/

Tokyo Stock Exchange Inc.	https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please go to the website and enter securities code "8008" in the cell of cord. Select "basic information", "public document/PR information" and see "Notice of the Convocation of the General Meeting of Shareholders".)

If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights by either of the postal mail or via the Internet, by 6:00 p.m. on May 29, 2024.

1.	Date:	Thursday, May 30, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.)
2.	Venue:	Osaki Bright Core Hall, 3F, Osaki Bright Core
		5-5-15,Kita-shinagawa,Shinagawa-ku, Tokyo, Japan

3. Agenda of the Meeting: Matters to be reported

1. The Business Report and the report on the Consolidated and Non-Consolidated Financial Statements for the 74th fiscal year (from March 1, 2023 to February 29, 2024)
2. Audit reports of the Corporate Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the 74th fiscal year

Matters to be resolved
Proposal No.1:	Appropriation of Surplus
Proposal No.2:	Election of Five (5) Directors who are not Audit & Supervisory Board Members
Proposal No.3:	Election of Two (2) Directors and Audit & Supervisory Board Members
Proposal No.4:	Election of One (1) Substitute Director and Audit & Supervisory Board Member

Notes

• If you are attending the General Meeting of Shareholders, please submit the Voting Rights Exercise Form at the meeting venue reception desk.
• Should the materials for General Meeting of Shareholders provided electronically require revisions, the revised versions will be posted on the websites
• • 1 -

described above.

• In the event of any modification, it will be announced on the Company's website(https://www.yondoshi.co.jp).
• For convocation of the General Meeting of Shareholders, as provided for in the applicable Ordinance of the Ministry of Justice and in Article 16 of the Article of Incorporation, the following documents are not included in the document provided to the shareholders who submit the application for the documents in writing.
  ① Matters on Stock Acquisition Rights

• Consolidated Statements of Shareholders' Equity
  ③ Notes to Consolidated Financial Statements
  ④ Non-Consolidated Statements of Shareholders' Equity
  ⑤ Notes to Non-Consolidated Financial Statements
  Therefore, the documents provided to the shareholders who submit the application for the documents in writing contain part of the documents audited by the Audit & Supervisory Board and the Corporate Auditor in accordance with preparation of the Audit Report and the Accounting Audit Report.

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Reference Materials for the General Meeting of Shareholders

Proposal No.1: Appropriation of Surplus

The Company considers returning profit to shareholders to be one of its most important management priorities. Our basic policy is to maintain a stable level of dividends continuously, while strengthening our business operation based on a long-term perspective. Accordingly, the Company proposes to pay a year-end dividend as follows:

Matters related to the end-year dividend:

1. Type of the dividend property Cash
2. Matters related to allocation of the dividend property to shareholders and the total amount: 41.50 yen per share of common stock of the Company

Total amount: 895,645,945 yen

3. Effective date of distribution of the dividend May 31, 2024

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Proposal No.2 Election of Five (5) Directors who are not Audit & Supervisory Board Members

All five (5) Directors who are not Directors and Audit & Supervisory Board Members will complete their terms at the end of this General Meeting of Shareholders. Therefore, the Company proposes the election of five (5) Directors, based on the decision of the Audit & Supervisory Board.

If the candidates for Directors in this proposal are elected as proposed, and the candidates for Directors in proposal No.3 are elected as proposed, the Board of Directors will have eight (8) Directors including Directors and Audit & Supervisory Board Members, and three (3) Outside Directors.

The candidates for Directors who are not Directors and Audit & Supervisory Board Members are as follows:

No	Name				Positions and Responsibility in the Company
1	Hidetoshi Masuda		Renomination	President and Representative Director
2	Ichiro Okafuji		Renomination	Representative Senior Managing Director
3	Masahiko Nishimura		Renomination	Managing Director and Managing Executive Officer (Administration)
4	Hiroshi Arai		New appointment	Director and Executive Officer responsible for AS'TY
5	Naoki Kodama		New appointment / Outside /	Outside Director
	Independent
Note: Positions and Responsibility in the Company are described as if the candidates are elected as proposed.
				Brief History, Position and Responsibility in the Company,		Number of
No.	Name (Date of Birth)				Company
		and Significant Position Concurrently held
					shares owned
		May 2003	Joined age CO., LTD., Managing Director
		Mar 2015	Director and Managing Executive Officer, age CO., LTD.
		Mar 2017	Executive Officer, (in charge of age CO., LTD.), the Company
		Mar 2017	President and Representative Director, age CO., LTD.
		Mar 2020	Director, F.D.C.Products Inc.
		Mar 2021	Managing Executive Officer (Chief Executive Secretary to President), the
				Company
	Hidetoshi Masuda	Mar 2021	Chairman and Representative Director, age CO., LTD. (incumbent)
	(Sep 27, 1963)	May 2021	President, Representative Director and COO, the Company		12,900
	(Renomination)	May 2021	Chairman and Representative Director, F.D.C.Friends Inc.
		Mar 2022	President and Representative Director, the Company (incumbent)
1		Mar 2022	Chairman and Representative Director, F.D.C.Products Inc.
				Significant Position Concurrently held:
				Chairman and Representative Director, age CO., LTD.

Reasons for nomination as a candidate for Director:

The candidate has extensive experience and achievement in significant positions such as President of retail companies in YONDOSHI HOLDINGS Group (the "Group"), and was appointed to President, Representative Director and COO of the Company in 2021. Based on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group's corporate value with his advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value.

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			Brief History, Position and Responsibility in the Company,		Number of
No.	Name (Date of Birth)			Company
	and Significant Position Concurrently held
				shares owned
		Apr 1987	Joined the Company
		Mar 2008	President and Representative Director, Yoshitake Inc. (currently ASCOT
			INC.)
		May 2011	President and Representative Director, Misuzu Inc.
		Mar 2015	Executive Officer (in charge of Misuzu Inc.,), the Company
		Mar 2016	President and Representative Director, AS'TY INC.
		Mar 2018	Director and Managing Executive Officer, F.D.C.Products Inc.
		May 2018	Director and Executive Officer (in charge of F.D.C.Products Inc.,), the
			Company
		Mar 2019	Director and Managing Executive Officer, (in charge of
			Dept. 1, F.D.C.Products Inc.), the Company
	Ichiro Okafuji	Mar 2019	Chairman and Representative Director, F.D.C.Friends Inc.
	(Sep12, 1964)	Mar 2020	Director and Managing Executive Officer, (In charge of Administration),		24,000
	(Renomination)		the Company
2		Mar 2022	Representative Senior Managing Director and Senior Managing
		Executive Officer (in charge of Administration), the Company
		Mar 2022	Senior Managing Director and Senior Managing Executive Officer
			(Administration and Business Development), F.D.C.Products Inc.
		Mar 2023	Senior Managing Director and Senior Managing Executive Officer,
			F.D.C.Products Inc.
		Mar 2024	Representative Senior Managing Director, the Company (incumbent)
		Mar 2024	President and Representative Director, F.D.C.Products Inc. (incumbent)
			Significant Position Concurrently held:
			President and Representative Director, F.D.C.Products Inc.
	Reasons for nomination as a candidate for Director:
	The candidate has extensive experience and achievement in significant positions such as President of companies in the Group. Based
	on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group's corporate value with
	his advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it
	expects him to contribute to further enhancing the Group`s corporate value.
		Apr 1985	Joined the Company
		Mar 2005	General Manager (in charge of Finance), the Company
		May 2008	Director, the Company
		Mar 2015	Director and Executive Officer (in charge of Finance), the Company
	Masahiko Nishimura	Mar 2015	Director and Executive Officer, F.D.C.Products Inc.
	May 2022	Managing Director and Managing Executive Officer (in charge of
	(May 11, 1962)		19,400
		Finance), the Company
	(Renomination)
	May 2022	Managing Director and Managing Executive Officer (in charge of
3
		Finance), F.D.C.Products Inc.
		May 2024	Managing Director and Managing Executive Officer (in charge of
			Administration), the Company (incumbent)
	Reasons for nomination as a candidate for Director:
	The candidate has extensive experience and achievement in significant positions such as General Manager mainly in finance and
	accounting. With his outstanding insight in financial improvement and advanced capital management, the Company has renominated
	him as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value.

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			Brief History, Position and Responsibility in the Company,	Number of
No. Name (Date of Birth)		Company
	and Significant Position Concurrently held
			shares owned
		Apr 1993	Joined the Company
		Mar 2008	Director of Apparel Department 1, AS'TY INC.
		Mar 2015	Executive Officer, Director of Department 1, AS'TY INC.
		Mar 2018	Executive Officer, Director of Production Planning Department 2, AS'TY
			INC.
		Mar 2019	Director and Executive Officer, Director of Production Planning
	Hiroshi Arai		Department 2, AS'TY INC.
	(Dec. 21, 1970)	Mar 2020	Director and Executive Officer, Director of the Apparel Manufacturing	1,700
	(New appointment)		Business, AS'TY INC.
4		Mar 2020	President and Representative Director, ASCOT INC.
	Mar 2023	President and Representative Director, AS'TY INC. (incumbent)
		Mar 2023	Executive Officer, (in charge of AS'TY INC.), the Company (incumbent)
			Significant Position Concurrently held:
			President and Representative Director, AS'TY INC.
	Reasons for nomination as a candidate for Director:
	The candidate has extensive experience and achievement in significant positions such as President of companies in the Group. Based
	on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group's corporate value with
	his advanced management skill and outstanding leadership. The Company has nominated him as a new candidate for Director because
	it expects him to contribute to further enhancing the Group`s corporate value.
		Apr 1978	Joined IBM Japan, Ltd.
		Apr 2002	Senior Managing Director, JBCC Corporation
		Aug 2007	Managing Director, NITORI Co., Ltd.
	Naoki Kodama	Oct 2012	Managing Director, CAINZ CORPORATION
	Jun 2017	Representative, M&S Consulting (incumbent)
	(Feb. 5, 1956)
	Jun 2021	Outside Director, Softcreate Holdings Corporation
	(New appointment /	-
	May 2022	Outside Director and Audit & Supervisory Board Member, the Company
	Outside /
		(incumbent)
	Independent)
5			Significant Position Concurrently held:
			Representative, M&S Consulting

Reasons for nomination as a candidate for Outside Director and summary of expected roles:

The candidate has extensive experience in corporate management based on his many years of experience in his career. With his extensive experience and broad knowledge in corporate management, the Company has nominated him as a candidate for Director because it expects him to contribute to further enhancing the Company's governance by supervising other Directors from an independent standpoint of Outside Director, and to enhance the decision-making process and supervising function of the Board of Directors.

Notes

1. There are no particular relationships of interest between any of the candidates and the Company.
2. Mr. Naoki Kodama is a candidate for Outside Director. The Company has reported to the Tokyo Stock Exchange, Inc. that he is an Independent Director as set forth in the Regulation of the Tokyo Stock Exchange and in the Regulation of the Company.
   The Company will continue the above report if he is elected and assumed office as Outside Director.
3. Mr. Naoki Kodama is Outside Director and Audit & Supervisory Board Member incumbent and will complete his term at the end of this General Meeting of Shareholders. The term of his office will be 2 years at the end of this General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into agreements for limitation of liability with Directors who are not Officers. The Directors shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of Article of Incorporation. The Company has entered into agreements with Mr. Naoki Kodama and if he is reelected and assumed office as Director, the agreements shall remain in effect.
5. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph 3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of the result of their action.
   The candidates will be included among the insured parties under the contract. Moreover, the contract will be renewed under the same terms at the time of the next renewal.

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Proposal No.3: Election of Two (2) Directors and Audit & Supervisory Board Members

Three (3) Directors, Mr. Toyomasa Akiyama, Ms. Nobuko Kitagawa and Mr. Naoki Kodama, who are Audit & Supervisory Board Members, will complete their terms at the end of this General Meeting of Shareholders. Therefore, the Company proposes the election of two (2) Directors.

In nominating the Director and Audit & Supervisory Board Member, the Company's Board of Directors has made the decision based on the report by the Nomination Advisory Board. As for this Proposal, it has received approval from the Audit & Supervisory Board. Furthermore, after consideration by each Director and Audit & Supervisory Board Member, no significant comment on the Proposal has been made.

The candidates for Director and Audit & Supervisory Board Member are as follows:

No	Name		Positions and Responsibility in the Company
1	Nobuko Kitagawa	Renomination/ Outside /	Director and Audit & Supervisory Board Member
Independent
2	Hiroshi Kawazoe	New appointment / Outside /	Director and Audit & Supervisory Board Member
Independent
Notes:	1. Positions and Responsibility in the Company are described as if the candidates are elected as proposed.

2. Mr. Masahiro Dakeshita will continue in office as a Director and Audit & Supervisory Board Member.

			Brief History, Position and Responsibility in the Company,	Number of
No.	Name (Date of Birth)		Company
	and Significant Position Concurrently held
			shares owned
		Apr 1997	Registered as an Attorney
		Apr 1997	Attorney, Asuka Sogo Law Offices (currently Hayabusa Asuka Law
			Offices)
		Apr 2003	Fixed-Term Officer (Supervision Bureau), Financial Services Agency
	Nobuko Kitagawa	Oct 2014	Legal Counselor, Japan Security Dealers Association
	(current surname:	Jun 2015	Outside Director, The Bank of Kochi, Ltd. (incumbent)
	Nagafusa)	Apr 2016	Attorney, Komatsu Partners (currently Kotohira Partners)	-
	(Jan 17, 1971)	May 2020	Outside Director and Audit & Supervisory Board Member, the Company
	(Renomination /		(incumbent)
	Outside /	Jan 2021	Attorney, Nobuko Kitagawa Law Office
1	Independent)	Mar 2021	Attorney, Shimada Mirai Law Office (incumbent)

Significant position concurrently held:

Outside Director, The Bank of Kochi, Ltd.

Attorney, Shimada Mirai Law Office

Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:

Although the candidate has not been involved in corporate management other than as Outside Director, she has extensive knowledge and broad experience in legal affairs as an Attorney. The Company has renominated her as a candidate for Director and Audit & Supervisory Board Member because it expects her to utilize her experience and knowledge in the supervision and auditing of the Company and to give advice and restraint in the execution of the duties, as well as the security of the diversity in the Company including promotion of women`s participation and advancement in the workplace from the female`s point of view.

			Brief History, Position and Responsibility in the Company,	Number of
No.	Name (Date of Birth)		Company
	and Significant Position Concurrently held
			shares owned
		Apr 1978	Joined the Tokyo Regional Taxation Bureau
		Jul 2017	Deputy Assistant Regional Commissioner, First Taxation Department,
	Hiroshi Kawazoe		Tokyo Regional Taxation Bureau
	(Mar 17, 1959)	Jul 2018	District Director, Kojimachi Tax Office	-
	(New appointment /	Aug 2019	Registered as a Certified Public Tax Accountant (incumbent)
	Outside /	Nov 2022	Outside Auditor, Kanki Publishing Co., Ltd. (incumbent)
2	Independent)
		Significant position concurrently held:
			Outside Auditor, Kanki Publishing Co., Ltd.
	Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:
	Although the candidate has not been involved in corporate management other than as Outside Director, he has extensive knowledge
	and broad experience in tax and accounting as a Certified Public Tax Accountant. The Company has nominated him as a candidate for
	Director and Audit & Supervisory Board Member because it expects him to utilize his experience and knowledge in the supervision
	and auditing of the Company and to give advice and restraint in the execution of the duties.

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Notes

1. There are no particular relationships of interest between any of the candidates and the Company.
2. Ms. Nobuko Kitagawa and Mr. Hiroshi Kawazoe are candidates for Outside Directors.
3. The Company has reported to the Tokyo Stock Exchange, Inc. that Ms. Nobuko Kitagawa is an Independent Director as set forth in the Regulations of the Tokyo Stock Exchange and in the Regulations of the Company. The Company will continue the above report if she is elected and assumes office as Outside Director. Furthermore, Mr. Hiroshi Kawazoe will be independent as set forth in the Regulations of the Tokyo Stock Exchange, and the Company will report if he is elected and assumes office as Outside Director.
4. Although Ms. Nobuko Kitagawa has changed her surname to Nagafusa upon marriage, she keeps her maiden name, Kitagawa.
5. Ms. Nobuko Kitagawa is an Outside Director and Audit & Supervisory Board Member incumbent. The term of office of Ms. Nobuko Kitagawa will be 4 years at the end of this General Meeting of Shareholders.
6. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into agreements for limitation of liability with Directors who are not Officers. The Company has entered into an agreement with Ms. Nobuko Kitagawa and if she is reelected and assumes office as Director, the agreement shall remain in effect. Furthermore, the Director shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Article of Incorporation.
7. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph 3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of the result of their action. The candidate for Director and Audit & Supervisory Board Member will be included among the insured parties under the contract. Moreover, the contract will be renewed under the same terms at the time of the next renewal.

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Proposal No.4: Election of One (1) Substitute Director and Audit & Supervisory Board Member

The Company proposes the election of one (1) Substitute Director and Audit & Supervisory Board Member as preparation in the event of a lack of the number of Directors and Audit & Supervisory Board Members stipulated by law.

The election of this Substitute Director and Audit & Supervisory Board Member is effective until commencement of the next term's Annual General Meeting of Shareholders; however, the election may be withdrawn by the resolution of the Board of Directors, with the approval of the Audit & Supervisory Board, provided that it is before the candidate assumes office as a Director and Audit & Supervisory Board Member.

In addition, as for this Proposal, it has received approval from the Audit & Supervisory Board. The candidate for Substitute Director and Audit & Supervisory Board Member is as follows:

		Brief History, Position and Responsibility in the Company,	Number of
Name (Date of Birth)		Company
	and Significant Position Concurrently held
		shares owned
	Apr 1973	Public Prosecutor, Tokyo District Public Prosecutors Office
	Oct 2000	Chief Public Prosecutor, Naha District Public Prosecutors Office
	Jun 2002	Chief Public Prosecutor, Utsunomiya District Public Prosecutors Office
	Sep 2003	Director, General Affairs Department, Supreme Public Prosecutors Office
	Dec 2004	Chief Public Prosecutor, Chiba District Public Prosecutors Office
Seisui Kamigaki	Aug 2005	Chief Public Prosecutor, Yokohama District Public Prosecutors Office
Jul 2007	Member, Japan Fair Trade Commission	-
(Jul 1, 1945)
Jul 2012	Attorney, Hibiya Sogo Law Offices (incumbent)
	Jun 2013	Outside Auditor, Mitsubishi Shokuhin Co., Ltd.
	Jun 2013	Outside Auditor, Alfresa Holdings Corporation
	May 2015	Outside Director and Audit & Supervisory Board Member, the Company
	Jun 2015	Outside Director, Universal Entertainment Corporation
	Jun 2019	Outside Director, KOSAIDO Holdings

Reasons for nomination as a candidate for Director and Audit & Supervisory Board Member:

Although the candidate has not been involved in corporate management other than as an Outside Director, he has extensive knowledge and broad experience in legal affairs as an Attorney. The company has nominated him as a candidate for Substitute Director and Audit & Supervisory Board Member because it expects him to utilize his experience and knowledge in the supervision and auditing of the Company and to give advice and restraint in the execution of the duties.

Notes

1. There are no particular relationships of interest between the candidate and the Company.
2. Mr. Seisui Kamigaki is a candidate for Substitute Director and Audit & Supervisory Board Member.
3. The Company has determined that Mr. Seisui Kamigaki is an Independent Director as set forth in the Regulations of the Tokyo Stock Exchange, Inc. and in the Regulations of the Company. The Company will report to the Tokyo Stock Exchange if he is elected and assumes office as Outside Director and Audit & Supervisory Board Member.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has stipulated that it may enter into agreements for limitation of liability with Directors who are not Officers. The Director shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Companies Act. The Company will enter into an agreement with Mr. Seisui Kamigaki if he is elected and assumes office as Outside Director and Audit & Supervisory Board Member.

5. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph 3, Article 430 of the Companies Act, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of the result of their action. Mr. Seisui Kamigaki will be included among the insured parties under the contract if he is elected and assumes office as Outside Director and Audit & Supervisory Board Member. Moreover, the contract will be renewed under the same terms at the time of the next renewal.

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Skill Matrix

Skills and Experience expected by the Company

Name

Status in the Company

ManagementCorporate1 / PlanningStrategy

ExperienceIndustry1-2 (Brand)

ExperienceIndustry2-2 (Global)

ExperienceIndustry3- (Retail)

ManagementRiskLegal3

Accounting/Finance4 / M&A

ResourcesHuman5 Management

Digital6/ IT

/CSR7ESG

2

President and

Hidetoshi Masuda

Representative

〇

〇

〇

Director

Ichiro Okafuji

Representative Senior

〇

〇

〇

〇

〇

〇

Managing Director

Masahiko Nishimura

Managing Director

〇

〇

〇

Hiroshi Arai

Director and Executive

〇

〇

〇

Officer

Naoki Kodama

Outside Director

〇

〇

〇

〇

〇

Directors and Audit &

Masahiro Dakeshita

Supervisory Board

〇

〇

〇

Members

Outside Directors and

Nobuko Kitagawa

Audit & Supervisory

〇

〇

Board Members

Outside Directors and

Hiroshi Kawazoe

Audit & Supervisory

〇

〇

Board Members

Hiroki Minagawa

Executive Officer

〇

〇

〇

Hisashi Nakano

Executive Officer

〇

〇

〇

Kazumasa Fukuhara

Executive Officer

〇

〇

〇

〇

〇

Note: Positions and Responsibility in the Company are described as if the candidates are elected as proposed.

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