EXHIBIT 2

SANEI

[INTERNATIONAL]

Management Integration between TOKYO STYLE and SANEI-INTERNATIONAL

2010.10.14

TOKYO STYLE CO., LTD.

SANEI-INTERNATIONAL CO.,LTD.

Rule 802 Legend

This exchange offer or business combination is made for the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

Agenda

1. Background and Purpose of the Management Integration P. 2

2. Basic Policies Regarding the Management Integration and Operations P. 3

3. Outlines of the Two Companies P. 4 - 6

4. Outline of the New Company to be Established P. 7 - 8

5. New Company’s Envisioned Position in the Industry After the Integration P. 9 - 10

6. Envisioned Goals, Basic Strategies and Prioritized Measures P. 11

7. Basic Strategies and Synergies P. 12 - 15

8. Schedule of the Establishment and Listing of the Joint Holding Company P. 16

9. Structure for Integration P. 17

1

1. Background and Purpose of the Management Integration

Industry Environment

• Shrinking domestic apparel market due to the recent financial crisis (the short-term effect) and the impact of the falling birthrate and the aging population (the mid- and long-term effect)

• Entries of foreign major fast fashion brands into the domestic market, upsurge of the number of brands, intensified competition due to the shortened life cycle of brands

• Diversified sales channels (specialty shops, shopping malls, Internet and TV mail-order sales, etc.) and diversified media for sales promotion (magazines, events, etc.)

• Production shift to China and Asian countries due to emphasis on production costs, return to “made in Japan” productions due to emphasis on quality

Directions Japanese fashion companies must head to

• High-quality brand portfolio management to develop and nurture strong brands

Planning, developing and growing of stronger brands with “brand-producing know-how”, “manufacturing & sourcing capabilities” and “solid financial base”

M&As aiming to enlarge business area and to acquire quality brands inside and outside Japan

Withdrawal from unprofitable brands

• Overseas expansion to boost growth potential

Entry into the Asian markets and other global markets where market growth is significant

• Reform of profit structure to increase competitive edge

Improvement of profitability of stores, establishment of low-cost operations, consolidation and elimination of unprofitable brands and stores

• Challenging new business models

Investment in diversified sales channels and sales promotions

• Building of solid business infrastructures supporting the operation of business

Improving quality and efficiency of the manufacturing, logistics and head office functions.

Integration of TOKYO STYLE, which has strength in “manufacturing and financial base”, and SANEI-INTERNATIONAL, with strength in “brand portfolio management”, will create a comprehensive fashion company

Desired for the next generation

2

2. Basic Policies Regarding the Management Integration and Operations

“Integration with a spirit of equality” and “Mutual respect”

Maximize customer value by utilizing each other’s resource and expertise

Establish itself as the leading company in the fashion industry

Build management structure with emphasis on compliance

Establish fair personnel assessment system and treatment system and promote active personnel exchange to accelerate integration

3

3. Outlines of the Two Companies(1/3)

(1)Characteristics and Strengths of the Companies

TOKYO STYLE

High-quality production technology with background on its directly-managed factories inside and outside of Japan

Expertise in developing original materials

Solid financial base

Expertise in M&A

Having brands with strong appeal to F2 and F3 customer bases

Expertise in rollout in Asia

SANEI-INTERNATIONAL

High-quality capabilities in producing brands and product planning

Expertise in store development and sales promotion

Capability of rollout of foreign brands

Expertise in high-quality brand portfolio management

Having brands which have strong appeal to F1customer base

Brand assets which can be rolled out in Asia

Value Chain

Producing brands

Store development

Product planning

Production and procurement

Advertising and sales promotion

Sales in the domestic market

Sales in the

overseas markets

Financial base

Building competitive Value Chain by taking advantage of both companies’ characteristics and strengths Complementing each other with factors necessary for high-level brand portfolio management

4

3. Outlines of the Two Companies(2/3)

(2)Corporate Data

Business

Listing

Date of Incorporation

No. of employees

Sales

Capital amount

TOKYO STYLE

Manufacturing of women’s wear

1st section of the Tokyo Stock Exchange

(December, 1975)

March 12, 1949

1,580 (August 31, 2010)

JPY 52,196 million (Fiscal Year Ending February 28, 2010)

JPY 26,734 million (Fiscal Year Ending February 28, 2010)

SANEI-INTERNATIONAL

1. Designing, manufacture and sales of women’s, men’s, and children’s clothing and accessories

2. Licensed brands business

3. Management of specialty store and outlet store

1st section of the Tokyo Stock Exchange

(September, 2003)

August 13, 1949

3,825 (August 31, 2010)

JPY 100,333 million (Fiscal Year Ending August 31, 2010)

JPY 7,376 million (Fiscal Year Ending August 31, 2010)

Core brands

Subsidiaries

Own brands: 24, Foreign brand: 1

K.K. TOKYO STYLE Sewing (4 companies in Japan,

2 companies in China)

Nano.Universe Co., Ltd. (nano.universe)

Jack Corporation (STUSSY)

Spic International Co., Ltd. (TORNADO MART)

Own brands: 31, Foreign brands: 6

FREE’S INTERNATIONAL CO., LTD. (FREE’S SHOP)

ANGLOBAL Ltd. (MARGARET HOWELL)

Last Call Co., Ltd. (LAST CALL)

Kate Spade Japan Co., Ltd. (kate spade)

5

3. Outlines of the Two Companies(3/3)

(3)Main Brands of TOKYO STYLE and SANEI-INTERNATIONAL

TOKYO STYLE SANEI-INTERNATIONAL

Target Customer Base Main Brands

F2 Group (Mid 30s - 40s), F3 Group (50s -)

F1 Group (Early 20s – Mid 30s)

Offers stylish, cool-casual wears. Charmingly and stylishly stages the lifestyles of beautiful, elder-sister type ladies.

Offers new contemporary styles, adding casual tastes to sweet-and-pretty feminine traditional styles.

Commuting casual style sophisticated sweetness to go along with neatness. Offers high-quality goods made with great care at reasonable prices.

Offers fulfillment of lifestyles to a wide customer base, having “Comfortable” as the keyword.

Offers trendiness and freshness to women who always holds an international stance and are trend-conscious, with “CUTE, PRETTY, SEXY” as the keywords.

A shop which offers worldwide lifestyles with creation of life-cultures as the basic concept, and continues to market creations based on such concept.

Tie-up brand with “Nanette Lepore” which has been releasing NY collections since 1998. Features playful designs, feminine details and cuttings.

Enhances stylish-casuals with items incorporating “seasonal” trends. Offers active-minded, beautiful-type casual looks satisfying the modern adult women.

Stages a mode unchanging through time with “feminine”, “modern” and “timeless” as keywords. Offers an adult feminine style which can be put on charmingly and naturally.

“COOL, SEXY, SHARP, HEALTHY” Offers styling with healthy expressions of moderate trendiness and sexiness in elegance-casual.

Offers simple and elegant goods which blend traditional materials with sophisticated modern designs without compromising materials, cuttings, sewing or proportion, and pursues comfort and functionality.

“OUT ON THE WEEKEND” Offers non-age, non-sex sporty casual style.

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4. Profile of New Company to be Established(1/2)

(1)Corporate Data of the New Company (tentative)

Company Name

Business

Location of Head Office

Kabushiki Kaisha TSI Holdings

(English Name: TSI HOLDINGS CO., LTD.)

Management of its subsidiaries and group companies and relevant operations

7-1, Kojimachi 5-chome, Chiyoda-ku, Tokyo, Japan

Representatives and Directors

Chairman,

Representative Director

President,

Representative Director

Director

Director

Director

Director

Director (Outside)

Director (Outside)

Auditor

Auditor (Outside)

Auditor (Outside)

Masahiko Miyake

Yoshiki Nakajima

Takahiko Miyake

Haruki Harashima

Keiji Hirose

Noritaka Izaki

Yoshinori Shinohara

Yuichi Iwasaki

Yoji Ninomiya

Saburo Horiuchi

Fumio Watanabe

Chairman of the Board, SANEI-INTERNATIONAL CO.,LTD.

President, TOKYO STYLE CO., LTD.

President and CEO, SANEI-INTERNATIONAL CO.,LTD.

Senior Managing Director, Representative Director, TOKYO STYLE

CO., LTD. (General Manager, Business Headquarters)

Director and Managing Executive Officer , SANEI-INTERNATIONAL

CO.,LTD.

(Executive General Manager of Business Headquarters)

Corporate Officer, TOKYO STYLE CO., LTD.

(General Manager, Overseas Business Division)

Director (Outside), SANEI-INTERNATIONAL CO.,LTD. (Representative

Director, Shinohara Management and Economies Research Institute)

Director (Outside), TOKYO STYLE CO., LTD.

(Senior Adviser, Japan Council Of Shopping Centers)

Former Board Member, Japan Finance Organization for Municipalities

Corporate Auditor, SANEI-INTERNATIONAL CO., LTD. (Director

(Outside), Meiji Yasuda Life Insurance Company)

Watanabe CPA Office

Capital Amount JPY 15 billion

Date of Fiscal Year End End of February

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4. Profile of New Company to be Established(2/2)

(2)Financial Data of the New Company

(Unit: JPY Million)

Fiscal Year End

Sales

Operating Profit

Operating Profit Margin

Current Profit

Current Profit Margin

Net Profit

Net Profit Margin

Net Assets

Total Assets

TOKYO STYLE

Feb. 2010

52,196

422

0.8%

4,281

8.2%

740

1.4%

144,049

159,905

SANEI-INTERNATIONAL

Aug. 2010

100,333

862

0.9%

459

0.5%

1,442

1.4%

27,083

54,550

New Company (Total)

Actual

152,529

1,284

0.8%

4,740

3.1%

702

0.5%

171,132

214,455

Forecast for the current FY

159,500

4,850

3.0%

5,900

3.7%

4,000

2.5%

-

-

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5. New Company’s Envisioned Position in the Japanese Apparel Industry After the Integration(1/2)

(1)Rank in the Japanese Apparel Industry

Sales: No. 3

Shareholders’ Equity: No. 1

Sales Ranking of Japanese Apparel Companies (2009)

Ranking of the Listed Japanese Apparel Companies by Shareholders’ Equity (2009)

Top 15

Top 9

(Unit: JPY 100 Million)

(Unit: JPY 100 Million)

World

Onward Holdings

TSI HOLDINGS

Five Fox

Renown

Sanyo Shokai

Itokin

SANEI-INTERNATIONAL

Cross Plus

Takihyo

Jun

TOKYO STYLE

Koizumi Group

Java Group

Flandre

Sunrally Group

1,525

1,003

522

0

1,000

2,000

3,000

4,000

TSI HOLDINGS

1,686

Onward Holdings

TOKYO STYLE

Sanyo Shokai

World

Itokin

Takihyo

SANEI-INTERNATIONAL

Renown

Cross Plus

0

500

1,000

1,500

2,000

Source: “Sales ranking of the Japanese apparel companies (2009)”, Senken Shimbun

* Figures of the listed companies are those on a consolidated basis for the latest fiscal term

Source: Each company’s annual security reports, quarterly reports, Toyo Keizai Shikiho (for private companies) for the First Half of 2011

* Figures of the companies are those on a consolidated basis for the latest fiscal term

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5. New Company’s Envisioned Position in the Japanese Apparel Industry After the Integration(2/2)

(2)Position in the Japanese Apparel Industry

Low Shareholders’ Equity High

0 500 1,000 1,500 2,000

High 4,000

World

Onward 2,500

Holdings

TSI

Holdings 1,500

Renown

Sanyo Shokai

Itokin

Sales 1,000

Cross

Plus

Takihyo

500

Low

Unit: JPY 100 Million

0

Establish a top-level business base in the Japanese apparel industry

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6. Envisioned Goals, Basic Strategies and Prioritized Measures

Leading company in the fashion industry

Mid-term goal Fiscal year 2016 Consolidated sales JPY 300 billion Operating profit margin 10%

Basic Strategies

(1) Restructuring of current business (2) Establishment of solid business infrastructure (3) Planning and development and growing of brands (4) Strengthening of overseas business

Securing stable income Aggressive business expansion

Prioritized Measures

• Earnings recovery of major brands

• Consolidation and elimination of unprofitable brands and stores

• Active investment in strategic brands

• Strengthening of business in growing channels

• Structuring high-standard SCM by consolidating manufacturing and logistics

• Cost reduction and function strengthening by standardizing other infrastructures

• Structuring functional system for finance and accounting, sales management, etc.

• Planning and development of new brands

• Growth through strategic M&A

• Growing of brands by utilizing group’s know-how and resources

• Business expansion in Asia

• Business roll-outs in other overseas areas

[Graphic Appears Here]

Current Fiscal year 2010 Consolidated sales JPY 152.5 billion Operating profit margin 0.8%

Fiscal year 2008 Consolidated sales JPY 176.5 billion Operating profit margin 5.3%

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7. Basic Strategies and Synergies(1/4)

(1) Restructuring of current business

Strengthening of business in growing channels

TS TS TS TS

Urban

-

type SI SI SI

SC

SI SI

SC Suburban

-

type

SI SI TS

EC

Shop

-

less

Directly-operated online shopping website started in 2006 No. of members approx 270,00 Monthly PV approx 54MM PV

Seasonal magazine published in 2009 Cross-media marketing through EC and Magazine

Commenced specialty brand for TV mail-order sales in partnership with QVC Japan, a leading TV mail-order company

Each company’s measures and strategies

• Improving and expanding sales channels and sales promotions(Entering TV mail order market, operating own EC website, publishing own specialty magazine, participating in “Tokyo Girls Collection”, etc.) <TS/SI>

• Strategic grouping of brands sold in urban-type SC (station malls and fashion malls) such as Nano‰Universe Co., Ltd.(nano‰universe)Jack Corporation (STUSSY)Spic International

Co., Ltd. (TORNADO MART) <TS>

• Strengthening of business regarding Urban-type SC(“NATURAL BEAUTY BASIC”, “JILL STUART”, “FREE’S SHOP”, etc.), suburban-type SC(“& by P&D”, etc.), EC‰Shop-less(“SELECSONIC”, etc.)

<SI>

Synergies

• Establishment of a business model adapting to the changes in the market by utilizing each company’s strength and aggressively making attempts at diversifying sales channels and sales promotions.

• Expansion of businesses towards TS’s F2 customer base by strengthening the brands and merchandises, utilizing SI’s brand- producing know-how and product planning capabilities.

• Acceleration of growth rate of SI’s business targeting F1 customer base by expansion of marketing and store-opening investments in the brands with strong future potential (“FREE’S MART”, “JILL by JILL STUART”, etc.) with the backing of TS’s stable financial base.

Promote selection and consolidation and restructure the existing business by “Strengthening of business in growing channels”, “Investment in strengthening brands”, etc.

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7. Basic Strategies and Synergies(2/4)

(2) Establishment of solid business infrastructure

Managed by head office

Head office business

Divisions

Business activities

Subsidiaries infrastructures Business

Standardization of business infrastructures

Business activities

Head office business divisions and subsidiaries Planning

Each company Business support of each company

Business infrastructures

Manufacturing

Managed by head office

Head office business

divisions

Business activities

Subsidiaries infrastructures Business

Head office business divisions and subsidiaries Sales

(Business operations)

Logistics

Planning

Store development

HD

Sales

Management

Measures and strategies of each company

• Highly value-added manufacturing with utilizing high-quality manufacturing technologies and network accumulated through operations of directly-owned factories in and outside of Japan and

know-how in developing original materials <TS>

• Structuring of a high-standard business management and support system, including incorporation of K.K. Sanei Production Network, a manufacturing subsidiary, organizational restructuring of the administrative divisions in its head office, implementation of a new system (in preparation), etc. <SI>

Synergies

• Structuring of a high-standard SCM (supply chain management) and significant reduction in manufacturing and logistics costs by utilizing manufacturing technologies of TS’s directly-operated factories in and outside of Japan and know-how in developing original materials, and future consolidation of manufacturing and logistics functions.

• Significant reduction in costs and upgrade in business support functions by improving quality of both companies’ business infrastructures.

Structuring of solid business infrastructure by consolidation of business support functions, including “Efficient SCM”, “High-standard business management system”, etc

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7. Basic Strategies and Synergies (3/4)

(3) Planning and development and growing of brands

Fund Development through own business Planning partnership Manufacturing Overseas Brand producing M&A

Nurturing and support TS TS TS

TS TS TS

TS SI TS

Development form

SI SI TS

Major track-records

SI SI TS

SI SI SI

Measure and strategies of each company

Strategic acquisition of strong domestic and overseas apparel

companies through aggressive M&As <TS>

Continuous creation of leading brands through high-quality brand producing and planning capabilities<SI>

Introduction of NY collection brand “JILL STUART” to the Japanese market

Marketing of “NATURAL BEAUTY BASIC”, the main brand for urban-type SC

Development of “FREE’S MART”, a fast fashion brand originating from Japan

Operation of “SELESONIC”, a top-tier EC website operated by SI, etc.

Synergies

• Continuous procurement and creation of new businesses, including businesses targeting growing channels, by acquisition of external businesses with the backing of TS’s M&A know-how and stable financial base, self-development of businesses using SI’s brand producing capabilities, etc.

• Enabling of brands to be high-value added by utilizing TS’s high-quality manufacturing technologies accumulated through background in directly-operated manufacturing factories in and outside of Japan and know-how in developing original materials and SI’s know-how in store development and sales promotion.

Implementation of Continuous procurement of new businesses using one of the top-rated business development capabilities in the industry, including “Development through own business”, “Overseas partnership”, “M&A”, etc.

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7. Basic Strategies and Synergies(4/4)

(4) Strengthening of overseas business

Sales of overseas business by country in Asia(2010)

Korea

China

821

575 457

Tai Wang

Hong Kong 83 468

588 1,148

TOKYO STYLE Unit: Million yen

SANEI-INTERNATIONAL

Major overseas marketed brands

22 OCTOBRE Lovedrose JILL STUART Callaway Apparel

( China) AT ONE(Hong Kong) (China) (China)

Carrier brand with overwhelming popularity as a Japanese brand

New brand simultaneously started in Japan and China

Global brand participating in NY collections

Globally recognized golf brand from the U.S.

Measure and strategies of each company

• September, 2010 Acquisition of 51% ownership of “北京子苞米時 装有限公司”, distributor of Chinese women’s apparel brand “M.TSUBOMI” (Sales of JPY 1,183 million for the FY ended December, 2009, operates 62 stores in department stores, etc. across China) <TS>

• Roll-out of business with globally recognized brands such as “JILL STUART” and “Callaway Apparel” as centerpieces (Sales in China of JPY 457million for the FY ended August, 2010 with 19 stores, and sales in Hong Kong of JPY 1, 148 million with 74 stores (both including FCs)) <SI>

• Sales of overseas business of the group (Asia only)

Results for FY 2010 JPY 4,140 million

Forecast for FY 2011 JPY 5,628 million

(135.9% increase from previous FY)

Synergies

• Realization of an even more rapid business expansion by utilizing TS’s business development know-how in Asia and brand assets owned by SI with potential to be marketed in Asia.

• Improvement and expansion of infrastructure for business in Asia, such as shared use of manufacturing network centering around directly-operated factories in Japan and China and the sharing of material procurement routes.

Implementation of rapid expansion of business in Asia where the market growth is significant

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8. Schedule of the Establishment and Listing of the Joint Holding Company

October 14, 2010

October 14, 2010

October 15, 2010 (tentative)

November 1, 2010 (tentative)

January 27, 2011 (tentative)

May 27, 2011 (tentative)

June 1, 2011 (tentative)

June 1, 2011 (tentative)

June 1, 2011 (tentative)

Board of directors meeting to approve the Share Transfer Agreement and the Share Transfer Plan (both companies)

Execution of the Share Transfer Agreement (both companies)

Announcement of record date for the extraordinary shareholders’ meeting (both companies)

Record date for the extraordinary shareholders’ meeting (both companies)

Extraordinary shareholders’ meeting to approve the Share Transfer Plan (both companies)

Date of delisting from the Tokyo Stock Exchange (both companies)

Effective date of the Share transfer

Date of registration of the incorporation of the Joint Holding Company

Date of listing of the Joint Holding Company

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9. Structure for Integration

Outline of the Structure for Integration

Establishment of the Joint Holding Company through joint share transfer (scheduled on June 1, 2011)

Share Transfer Ratio TOKYO STYLE 1: SANEI-INTERNATIONAL 1.65

Current status

Joint Share Transfer

Post-Share Transfer

TS Shareholders

SI Shareholders

TS TSI shareholders shareholders

SI TSI Shareholders TSI

Shares in TS

Shares in TSI Holdings

Shares in SI

TSI Holdings

TSI Holdings

(Joint Holding Company)

(Joint Holding Company)

100% 100% 100% 100%

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Contact (Inquiries)

TOKYO STYLE CO., LTD.

SANEI-INTERNATIONAL CO.,LTD.

( 03 ) 3262 - 8111

( 03 ) 5467 - 9910

Contact person (Kadota)

Contact person (Yamada)

• This document contains statements about future results such as forecasts, prospects, targets and plans regarding TOKYO STYLE CO., LTD. (“TOKYO STYLE”) and SANEI-INTERNATIONAL CO., LTD. (“SANEI-INTERNATIONAL”). These are based on forecasts, prospects, targets and plans. as of the date this document was made, which are based on information available at such time.

• Due to the fact that these statements are based on certain assumptions, and that these statements and assumptions are subjective, they may turn out to be inaccurate or may not be achieved in the future.

• Such statements do not guarantee any future results of the companies, and may contain risks or uncertainties. Please note that the actual results of the companies may differ from the targets described herein due to changes in the business environment and other factors.

• This document is only for the purpose of promoting better understanding of the two companies, and is not prepared for the purpose of soliciting any investment.

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