ＴＯＫＹＯ　ＢＡＳＥ（3415） – Notice of Convocation Annual General Meeting 2022

To our 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: 3415 April 8, 2022 Masato Tani, Representative Director and CEO TOKYO BASE CO., LTD. 3-11-13, Minami-Aoyama, Minato-ku, Tokyo Notice of the 14th Annual General Meeting of Shareholders We would like to inform you that the 14th Annual General Meeting of Shareholders of TOKYO BASE CO., LTD. (the “Company”) will be held as follows. You may exercise your voting rights in writing or via the Internet instead of attending the meeting in person. Please review the Reference Documents for the General Meeting of Shareholders below, refer to the “Guide to Exercising Voting Rights” (in Japanese only), and exercise your voting rights by 6:30 p.m. on Monday, April 25, 2022 (JST). 1. Date and Time: Tuesday, April 26, 2022 at 10:30 a.m. (JST) (The date of this Annual General Meeting of Shareholders falls on a significantly different date from the previous Annual General Meeting of Shareholders as the Company changed the fiscal year from the last day of February to the last day of January starting from the 14th fiscal year (the fiscal year under review).) Press Room, Head Office, TOKYO BASE CO., LTD., Shin-Aoyama Tokyu Building 11F 3-11-13, Minami-Aoyama, Minato-ku, Tokyo The venue is different from that of last year. 2. Venue: ◆3. Purpose of the Meeting Matters to be reported: to January 31, 2022) Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 1. Report on the Business Report, Consolidated Financial Statements and results of audits of the Consolidated Financial Statements by the financial auditors and the Audit & Supervisory Committee for the 14th fiscal year (from March 1, 2021 to January 31, 2022) 2. Report on the Non-consolidated Financial Statements for the 14th fiscal year (from March 1, 2021 Amendment to the Articles of Incorporation Election of Four Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) Election of One Substitute Director Who Is an Audit & Supervisory Committee Member The following documents are posted on the Company’s website on the Internet (http://www.tokyobase.co.jp) (in Japanese only), according to laws and regulations and the provisions of Article 15 of the Articles of Incorporation of the Company, and are therefore not included in the documents attached to this notice. The subjects audited by the Audit & Supervisory Committee and the financial auditors for the preparation of their audit reports include the following documents posted on the Company’s website in addition to the documents provided with this notice. ■Business Report ・ System to ensure the properness of operations and the status of operations of the system ・ Basic policy on the control of the company – 1 – ・ Policy on the determination of dividends of surplus, etc. ■Consolidated Financial Statements ・ Consolidated Statements of Changes in Net Assets ・ Notes to Consolidated Financial Statements ■Non-consolidated Financial Statements ・ Statement of Changes in Net Assets ・ Notes to Non-consolidated Financial Statements If any revisions are made to the matters indicated on the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, the revised matters will be posted on the Company’s website. The Company’s website: http://www.tokyobase.co.jp (Notice concerning the novel coronavirus disease (COVID-19)) As a measure to prevent infection and the spread of COVID-19, staff members at the General Meeting of Shareholders will be wearing masks. We ask shareholders attending the General Meeting of Shareholders to check the status and their health condition on the day of the General Meeting of Shareholders and take precautions against infections, such as wearing a mask, and enter the venue. The Company will not distribute gifts to shareholders attending the General Meeting of Shareholders. Thank you for your understanding. – 2 – Reference Documents for the General Meeting of Shareholders Proposal No. 1 Amendment to the Articles of Incorporation 1. Reasons for the proposal Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation due to the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. (1) Article 15 (Measures for Providing Information in Electronic Format, Etc.), paragraph 1 in “Proposed Amendments” below will be newly established, as the Articles of Incorporation will be required to stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. (2) Article 15 (Measures for Providing Information in Electronic Format, Etc.), paragraph 2 in “Proposed Amendments” below will be newly established to allow the Company to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents, among the information that constitutes the content of reference documents for the general meeting of shareholders, etc. to be provided in electronic format, to the scope specified by the Ministry of Justice Order. (3) If the system for providing reference documents for the general meeting of shareholders in electronic format is introduced, the provisions for Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation will be deleted, as they will no longer be required. (4) Supplementary provisions will be established to stipulate when the aforementioned newly established and deleted provisions will take effect. These supplementary provisions shall be deleted after the specified term elapses. 2. Details of the amendments The details of the amendments are as follows. Current Articles of Incorporation Proposed Amendments (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) (Deleted) (Amendments are underlined.) Article 15. When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (New) (Measures for Providing Information in Electronic Format, Etc.) Article 15. (i) When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. – 3 – (Supplementary Provisions) Article 1. to 2. (Omitted) (New) (ii) Among items for which the measures for providing information in electronic format will be taken, the Company shall not be required to include all or some of those items designated by the Ministry of Justice Order in statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. (Supplementary Provisions) Article 1. to 2. (Unchanged) Format) Article 3. (Transitional Measures Regarding Provision of Informational Materials for General Meeting of Shareholders in Electronic 1. The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the Articles of Incorporation and the new establishment of Article 15 (Measures for Providing Information in Electronic Format, Etc.) of the Articles of Incorporation shall be effective from September 1, 2022. 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) shall remain effective regarding any general meeting of shareholders held on a date within six months from September 1, 2022. 3. Provisions of this Article shall be deleted on the date when six months have elapsed from September 1, 2022 or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 4 – Proposal No. 2 Election of Four Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) At the conclusion of this meeting, the terms of office of all three Directors (excluding Directors who are Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of four Directors (excluding Directors who are Audit & Supervisory Committee Members), increasing the number of such Directors by one to promote strategic decision-making by the Board of Directors. Furthermore, in regard to this proposal, the Audit & Supervisory Committee of the Company has determined that all candidates qualify as Director. The candidates for the role of a Director are as follows: Name Position Candidate attributes Candidate No. 1 2 3 4 Hideki Nakamizu Katsu Takagi Tetsujiro Nakagaki Masato Tani Representative Director and CEO Director and CFO General Manager, Administration Division Director Director Reelection: Candidate for Director to be reelected New election: Candidate for Director to be newly elected Outside: Candidate for outside Director Independent: Independent officer as defined by the securities exchange Reelection Reelection New election Reelection Outside Independent – 5 – Candidate No. Name (Date of birth) Career summary and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned 1 2 Masato Tani (October 12, 1983) Reelection Apr. 2006 Apr. 2007 Dec. 2008 Sept. 2016 Mar. 2019 Oct. 2021 Joined DAYTONA INTERNATIONAL Co., Ltd. Manager, Business Department of the firm Founded the Company Representative Director and CEO of the Company (current position) Director of TOKYO BASE HONG KONG., Ltd. (current position) Executive Director of TOKYO BASE CHINA CO., LTD. Director of TOKYO BASE CHINA CO., LTD. (current position) 10,417,500 shares Reasons for nomination as candidate for Director Mr. Masato Tani is the founding Representative Director and CEO of the Company, and he has driven the Company’s growth to date. The Company believes that Mr. Tani will contribute to the Company’s further growth going forward by leveraging his knowledge and experience nurtured through engaging in management thus far, demonstrating leadership to all officers and employees, and supervising important decision-making and business execution, and nominates him as candidate for Director again. Attendance at Board of Directors meetings (number of times): 100% (18 of 18 meetings) Hideki Nakamizu (November 20, 1968) Reelection Apr. 1991 Dec. 2004 Oct. 2008 Dec. 2008 Sept. 2016 Mar. 2019 Joined Japan ASEAN Investment Co., Ltd. (currently Japan Asia Investment Co., Ltd.) Joined NOVARESE Joined DAYTONA INTERNATIONAL Co., Ltd. Founded the Company Director and CFO of the Company (current position) General Manager, Administration Division (current position) Director of TOKYO BASE HONG KONG., Ltd. (current position) Auditor of TOKYO BASE CHINA CO., LTD. (current position) 6,349,500 shares Reasons for nomination as candidate for Director Mr. Hideki Nakamizu has been the Company’s Director since its founding and has been contributing to the growth of the Company ever since through handling financial affairs, quantitative management, internal control and other functions while supporting Representative Director Masato Tani. In addition, Mr. Nakamizu has abundant experience as a venture capitalist as well as abundant experience and good insights on management, and demonstrates leadership to all officers and employees. The Company believes that Mr. Nakamizu will contribute to the Company’s further growth going forward through supervising important decision-making and business execution in financial and administrative areas, and nominates him as candidate for Director again. Attendance at Board of Directors meetings (number of times): 100% (18 of 18 meetings) – 6 – Candidate No. Name (Date of birth) Career summary and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Katsu Takagi (June 26, 1973) New election 3 Apr. 1996 Sept. 2005 Sept. 2012 Oct. 2012 Feb. 2014 Apr. 2016 Apr. 2019 Jan. 2020 June 2020 Oct. 2021 Joined WORLD TEXTILE Co., Ltd. (currently World Co., Ltd.) Seconded to WORLD Fashion (China) Co., Ltd. General Manager of Corporate Planning Office Joined POINT Co., Ltd. (currently Adastria Co., Ltd.) Seconded to POINT (Shanghai) Co., Ltd. General Manager of North China region Seconded to Adastria Korea Co., Ltd. President and Director Seconded to Adastria (Shanghai) Co., Ltd. President and Director Joined the Company President and Director of TOKYO BASE CHINA CO., LTD. (current position) Director of TOKYO BASE HONG KONG., Ltd. (current position) Executive Director of TOKYO BASE CHINA CO., LTD. (current position) 5,000 shares Reasons for nomination as candidate for Director Mr. Katsu Takagi has experience in overseas business development, including China, and through his knowledge, experience, and leadership toward all officers and employees, as well as important decision-making and supervision of business execution, accumulated so far in such areas as store opening strategies and store development for the expansion of the Company’s overseas business, as well as the establishment and operation of local organizations as general manager, the Company believes that he will contribute to the further growth of the Company going forward, and nominates him as a candidate for Director. – 7 – Candidate No. Name (Date of birth) Career summary and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Tetsujiro Nakagaki (February 2, 1973) Reelection Outside Independent 4 Apr. 1996 Apr. 2011 Apr. 2011 Mar. 2013 May 2014 Sept. 2014 Oct. 2014 Nov. 2014 Sept. 2016 Apr. 2018 Sept. 2020 Nov. 2020 Jan. 2021 Joined Japan Asia Investment Co., Ltd. General Manager, Investment Division of the firm Founded DFJ JAIC Venture Partners, LLC (currently Draper Nexus Venture Partners, LLC) Managing Director of the firm (current position) Founding Representative Director of DJ Partners Co., Ltd. (current position) Outside Director of the Company (current position) Outside Director of Innova, inc. (current position) Managing Director of Draper Nexus Venture Partners II, LLC (current position) Outside Director of SHIFT Inc. Outside Director of UNCOVER TRUTH Inc. (current position) Outside Director of favy inc. (current position) Partner, Chief Partnership Officer of DNX Venture Partners III, LP (current position) Outside Director and Audit & Supervisory Committee Member of SHIFT Inc. (current position) Outside Director of Culture Studio Tokyo, Inc. (current position) – shares Reasons for nomination as candidate for outside Director and overview of the role expected Mr. Tetsujiro Nakagaki has many years of experience in the venture capital industry and is well versed in the trends concerning IT companies and growth businesses in Japan as well as the U.S. and other countries. The Company therefore anticipates that he will offer his opinions from a management strategy perspective and nominates him as a candidate for outside Director. Attendance at Board of Directors meetings (number of times): 100% (18 of 18 meetings) Notes: 1. Mr. Tetsujiro Nakagaki is a candidate for outside Director, and the Company has registered Mr. Nakagaki as an independent officer with the Tokyo Stock Exchange. 2. Mr. Tetsujiro Nakagaki is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as an outside Director will have been seven years and 11 months. 3. Pursuant to the Company’s Articles of Incorporation, the Company has entered into an agreement with Mr. Tetsujiro Nakagaki to limit his liability for damages. If his election is approved, the Company plans to enter into an agreement having comparable contents with the said agreement with Mr. Nakagaki again. 4. The Company will enter into a directors and officers liability insurance policy provided for under Article 430-3, paragraph (1) of the Companies Act with an insurance company to cover damages, such as compensation for damages and litigation expenses that insureds are liable for, by means of the insurance policy in the event a shareholder or a third party, etc. raises a claim for compensation for damages. If the election of each candidate is approved and they assume the office of Director, they shall be included as the insured under the said insurance policy. Furthermore, the Company plans to renew the aforementioned policy having comparable contents at the time of next renewal. 5. There is no special interest between any of the candidates and the Company. – 8 – [Reference] If Proposal No. 2 is approved as proposed at this Annual General Meeting of Shareholders, the composition and expertise of the Board of Directors will be as follows. Name Corporate Manage-ment Mer-chandise SCM Sales Market-ing Over-seas Business IT / Digital Finance / Account-ing Financing M&A Legal Affairs Com-pliance ESG Organization / Human Re-sources Human Re-sources Develop-ment ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Masato Tani Inside Hideki Nakamizu Inside Katsu Takagi Inside Tetsujiro Nakagaki Outside Independent Yozaburo Sasaki Outside Independent Keisuke Kojima Outside Independent Xu Jin Outside Independent Audit & Supervisory Committee Member (Full-time) Audit & Supervisory Committee Member Audit & Supervisory Committee Member Directors ● ● ● ● ● ● ● ● ● ● ● ● ● – 9 – Proposal No. 3 Election of One Substitute Director Who Is an Audit & Supervisory Committee Member The Company proposes the election of one substitute Director (Audit & Supervisory Committee Member) in preparation for a vacancy in the number of Directors who are Audit & Supervisory Committee Members as provided for in the relevant laws and regulations. The consent of the Audit & Supervisory Committee has been obtained for this proposal. The candidate for the role of a substitute Director (Audit & Supervisory Committee Member) is as follows: Name (Date of birth) Career summary and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Koichi Matsumoto (March 26, 1980) – shares Sept. 2003 Jan. 2006 Sept. 2012 Oct. 2014 Aug. 2017 Sept. 2017 June 2018 July 2018 Aug. 2018 Dec. 2019 Apr. 2020 Joined AGS Consulting Co., Ltd. Joined Shinko Securities Co., Ltd. (currently Mizuho Securities Co., Ltd.) Joined Plus Alpha Consulting Co., Ltd. Joined SMBC Nikko Securities Inc. Representative Director of Ambigram Co., Ltd. (current position) Outside Director of Lovable Marketing Group, inc. (current position) Outside Audit & Supervisory Board Member of DIGITAL DATA SOLUTION INC. (current position) Outside Director of Sawada Holdings Co., Ltd. (current position) Outside Audit & Supervisory Board Member of AKA Co., Ltd. (current position) Representative Director of Appia Co., Ltd. (current position) Outside Audit & Supervisory Board Member of Cocktail-make Inc. (current position) Outside Audit & Supervisory Board Member of SOUSEI Technology, Inc. (current position) Outside Audit & Supervisory Board Member of identity Inc. (current position) Reasons for nomination as candidate for substitute outside Director who is an Audit & Supervisory Committee Member and overview of the role expected Mr. Koichi Matsumoto has been nominated as a candidate for substitute outside Director who is an Audit & Supervisory Committee Member mainly because the Company anticipates that he will reflect his extensive experience in consulting for companies and his broad insight into administrative operations in the management of the Company. Notes: 1. There is no special interest between the candidate and the Company. 2. Mr. Koichi Matsumoto is a candidate for substitute outside Director who is an Audit & Supervisory Committee 3. 4. Member. If Mr. Koichi Matsumoto assumes the office of outside Director who is an Audit & Supervisory Committee Member, the Company plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the said Act. The maximum amount of liability for damages under such agreement shall be the minimum liability amount stipulated by laws and regulations. If Mr. Koichi Matsumoto assumes the office of outside Director who is an Audit & Supervisory Committee Member, the Company plans to submit notification to the Tokyo Stock Exchange concerning his designation as an independent officer, as stipulated by the said Exchange. 5. The Company will enter into a directors and officers liability insurance policy provided for under Article 430-3, paragraph (1) of the Companies Act with an insurance company to cover damages, such as compensation for damages and litigation expenses that insureds are liable for, by means of the insurance policy in the event a shareholder or a third party, etc. raises a claim for compensation for damages. If Mr. Koichi Matsumoto assumes – 10 – the office of outside Director who is an Audit & Supervisory Committee Member, he shall be included as the insured under the said insurance policy. – 11 –