Golf Digest Online : Notice of the 24th annual general meeting of shareholders(270 KB)

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.

(Stock Exchange Code 3319)

March 14, 2023

To Shareholders with Voting Rights:

Nobuya Ishizaka

President and CEO

Golf Digest Online Inc.

2-10-2Higashi-Gotanda,Shinagawa-ku, Tokyo

NOTICE OF

THE 24th ANNUAL GENERAL MEETING OF

SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

The 24th Annual General Meeting of Shareholders of Golf Digest Online Inc. (the "Company") will be held for the purposes as described below.

In convening the General Meeting of Shareholders, the Company has taken measures to provide electronically the information that is the content of the Reference Documents for the General Meeting of Shareholders, ets. ( the matters to be electronically provided) and posted such information on the Company's website on the internet. You are kindly requested to access the following website to review the information.

https://company.golfdigest.co.jp/ir/

The matters to be electronically provided are posted in the website of Tokyo Stock Exchange (TSE), in addition to the Company's website. You are kindly requested to access the following.

(TSE's Company Announcements Service for listed companies) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting in person, you may exercise your voting rights by either of the methods below. Please review the Reference Documents for the General Meeting of Shareholders presented on subsequent pages, and exercise your voting rights by 5:30 p.m., Tuesday, March 28, 2023.

[Exercising your voting rights in writing]

Please indicate your approval or disapproval for each proposal on the enclosed Voting Rights Exercise Form, and return it so that it will be received before the above voting deadline.

[Exercising your voting rights through electronic means (via the internet, etc.)]

Please enter your approval or disapproval for each proposal according to directions on the screen, by the abovementioned voting deadline.

If you exercise your voting rights both in writing and through electronic means, the voting rights exercised through electronic means will be effective.

If you exercise your voting rights more than once through electronic means, or repeatedly by means of a personal computer, smartphone, or mobile phone, the voting rights exercised most recently will be considered as the effective exercise of your voting rights.

• Voting website URL>https://www.web54.net/

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1. Date and Time: Wednesday, March 29, 2023 at 1:00 p.m. Japan time (Doors open at 12:30 p.m. Japan time)

2. Place:	Osaki Bright Core Hall,
	3F, Osaki Bright Core,
	5-5-15,Kita-Shinagawa,Shinagawa-ku, Tokyo

3. Meeting Agenda:

Matters to be	1.	The Business Report, Consolidated Financial Statements for the Company's 24th
reported:		Term (January 1, 2022 - December 31, 2022) and results of audits by the
		Accounting Auditor and the Board of Auditors of the Consolidated Financial
		Statements
	2.	Non-Consolidated Financial Statements for the Company's 24th Term
		(January 1, 2022 - December 31, 2022)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Six Directors

Reminder

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

Disclosure on the Internet

If revisions are made to the internet disclosure documents, the revised versions will be posted on the Company's website.

https://company.golfdigest.co.jp/ir/

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:

Information regarding year-end dividend

The Company proposes to pay the following year-end dividend for the 24th term in consideration of its business results for the fiscal year under review and the prospects for business development going forward.

1. Type of Dividend: Cash
2. Dividend Payment and Total Amount:
   5.50 yen per share of common stock of the Company

Total amount of dividends: 100,504,839 yen

3. Effective Date of Distribution of Surplus: March 30, 2023

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Proposal 2: Election of Six Directors

The terms of office of all seven (6) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders.

Accordingly, the election of six Directors is proposed. The candidates for Directors are as follows:

No.	Name		Past experience, status and positions in the Company	Number of shares of
(Date of birth)		and significant concurrent positions	the Company held
		April 1990	Joined Mitsubishi Corporation
		June 1999	Received MBA from Harvard University
		May 2000	Established Golf Digest Online Inc.
			President, Representative Director and Chief Executive Officer
			(to present)
		September 2014	President and Representative Director of GDO GolfTEC Co.,
			Ltd.
	Nobuya Ishizaka	April 2016	Director of GolfTEC Enterprises, LLC (USA)	Common Shares
	(December 10, 1966)	November 2016	President and Representative Director of KIDS GOLF Inc.	3,241,200
		April 2017	President and Representative Director of GDO Sports, Inc.
1			(USA) (to present)
		November 2017	Representative Director of Japan Speedgolf Association (to
			present)
		July 2018	Chairman and Director of GolfTEC Enterprises, LLC (USA) (to
			present)
		March 2021	Director of GDO GolfTEC Co., Ltd.
	[Reason for nomination]
	As the founder of the Company, Mr. Nobuya Ishizaka has led the Company Group over the years based on his extensive experience
	and broad knowledge of overall internet services and the golf industry, including growing the Company into one of the largest
	comprehensive golf service websites in Japan. The Company proposes the appointment of Mr. Nobuya Ishizaka as Director based on
	the expectation that his achievements, ability and experience will continue to be essential for the management of the Company as a
	person driving the Company's sustainable corporate value enhancement.
		April 1995	Joined THE FUJI FIRE AND MARINE INSURANCE
			COMPANY, LIMITED (currently AIG General Insurance
			Company, Ltd.)
		April 2003	Joined Golf Course Service Department of the Company
		March 2007	General Manager of Golf Course Service Department of the
			Company
		January 2010	Executive Officer of the Company
	Takehiro Yoshikawa		Manager of Golf Course Business Unit of the Company	Common Shares
	(May 9, 1971)	July 2013	General Manager of Customer Experience Design Department of	43,700
2			the Company
	March 2014	Director of the Company
		March 2020	Vice-President and Director of the Company (to present)
			Chief Operating Officer of the Company (to present)
		April 2020	Director of GolfTEC Enterprises LLC (USA) (to present)
		March 2021	President and Representative Director of GDO GolfTEC Co.,
			Ltd.
	[Reason for nomination]
	Mr. Takehiro Yoshikawa has profound knowledge of the Company's businesses, including the Golf Course Business. The Company
	proposes the appointment of Mr. Takehiro Yoshikawa as Director based on the expectation that his achievements, ability and
	experience will continue to be essential for the management of the Company as a person driving the Company Group's sustainable
	corporate value enhancement.

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No.	Name	Past experience, status and positions in the Company	Number of shares of
(Date of birth)	and significant concurrent positions	the Company held
		April 1990	Joined ITOCHU Corporation
		January 1996	Joined Pricewaterhouse Consultants Co., Ltd.
		July 1997	Joined Deloitte Tohmatsu Consulting LLC (currently ABeam
			Consulting Ltd.)
		August 2005	Managing Director of ABeam Consulting (USA) Ltd.
		October 2007	Executive Officer and Managing Director of ABeam Consulting
			Ltd. (Representative of Japan)
3		February 2008	Chief Executive Officer and Managing Director of ABeam
Toshinori Iwasawa		Consulting Ltd.	Common Shares
	(June 19, 1966)	April 2009	President and Chief Executive Officer of ABeam Consulting Ltd.	－
		March 2016	Director of the Company (to present)
		November 2020	Coordination Officer, National Strategy Office of IT, Cabinet
			Secretariat of Japan (part-time)
		June 2021	Independent Outside Director (Audit and Supervisory Committee
			member) of FP Corporation (to present)
		September 2021	Resources Management Supervisor of the Digital Agency
		November 2022	Corporate Planning Strategy Senior Expert of the Digital Agency
			(to present)
	[Reason for nomination]
	Mr. Toshinori Iwasawa has extensive experience and achievements and deep insight in relation to the management of an IT-related
	company, and the Company proposes his appointment as Outside Director based on the expectation that he will provide various
	opinions and advice as an expert on important matters that form the basis of the Company's capital policy, IT-related measures and
	management measures, such as business plans, to contribute to the management of the Company. There is a business relationship
	between the Company and ABeam Consulting Ltd. for which Mr. Toshinori Iwasawa previously served as President and Chief
	Executive Officer. However, the Company has determined that such business relationship is unlikely to affect the independence of
	Mr. Toshinori Iwasawa because he has now retired from ABeam Consulting Ltd. and is no longer involved in its management. His
	term of office as Outside Director of the Company will be 7 years as of the close of the General Meeting of Shareholders.
		April 1986	Joined Dai Nippon Printing Co., Ltd.
		December 1990	President and Representative Director of Kimura Sogyo Co., Ltd.
			(to present)
		November 1995	President and Representative Director of Motor Magazine Ltd.
	Genichi Kimura		(to present)	Common Shares
	(December 25, 1962)	November 1997	President and Representative Director of Golf Digest Sha Co.,	1,150,000
			Ltd. (to present)
		May 2000	Director of the Company (to present)
4		February 2002	President and Representative Director of Tomei Kanko Kaihatsu
			Co., Ltd. (to present)
	[Reason for nomination]
	Mr. Genichi Kimura has profound knowledge of the golf industry, and the Company proposes his appointment as Outside Director
	based on the expectation that he will provide various advices and opinions to the Company's business promotion measures to
	contribute to the management of the Company. There are business relationships between the Company and the companies of which
	Mr. Genichi Kimura serves as President and Representative Director. However, the Company has determined that such business
	relationships are unlikely to affect the independence of Mr. Genichi Kimura considering the scale of the business transactions. His
	term of office as Outside Director of the Company will be 22 years and 10 months as of the close of the General Meeting of
	Shareholders.

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