This document has been translated from the Japanese original for reference purposes only. In the event ofany 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: 9267
August 27, 2024
(Start date of the measures for electronic provision: August 19, 2024)
To Shareholders with Voting Rights:
Kenichi Fujinaga
President
Genky DrugStores Co., Ltd.
38-33 Shimokumeda, Maruoka-cho,
Sakai, Fukui Prefecture, JapanNOTICE OF
THE 7th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 7th Annual General Meeting of Shareholders of Genky DrugStores Co.,
Ltd. (the “Company”) will be held as described below.
The Company has taken measures for the electronic provision of materials for this General Meeting of
Shareholders, and posted the matters to be provided electronically in the “NOTICE OF THE 7th ANNUAL
GENERAL MEETING OF SHAREHOLDERS” on the following website:
The Company’s website (available only in Japanese):
http://www.genkydrugstores.co.jp(Please access the website above, select IR Information, and view the NOTICE OF THE 7th ANNUAL
GENERAL MEETING OF SHAREHOLDERS.)

In addition to the above, the matters to be provided electronically are disclosed on the following
website.
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access Tokyo Stock Exchange’s website above, enter “Genky Drugstores” in “Issue name(company name)” or the Company’s securities code (9267) in “Code” and click on the Search button, andselect “Basic information” and then “Document for public inspection/PR information.” “Notice ofGeneral Shareholders Meeting/Informational Materials for a General Shareholders Meeting” can befound under the “Filed information available for public inspection.”)If you are unable to attend the meeting in person, you can exercise your voting rights in writing. Please
review the attached Reference Documents for the General Meeting of Shareholders, and indicate yourvote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us no later
than 5:30 p.m. on Wednesday, September 11, 2024.

-1-1. Date and Time:
2. Place:

Thursday, September 12, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:30 a.m.)Special Conference Room on the 3rd floor, Fukui International Activities
Plaza
3-1-1 Hoei, Fukui-shi, Fukui, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 7th Fiscal Year (June 21, 2023 – June 20, 2024) and theresults of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 7th Fiscal
Year (June 21, 2023 – June 20, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)
Issuance of Stock Acquisition Rights as Stock Options
Proposal 3:
4. Matters determined by the Company
If neither approval nor disapproval of a proposal is indicated in the Voting Rights Exercise Form, it
shall be deemed a vote of approval.
The Company will not be presenting shareholders attending the Annual General Meeting of
Shareholders with souvenir gifts again this year. Your understanding is appreciated.

 If attending in person, please bring the enclosed Voting Rights Exercise Form with you and submit it
to reception. Please also bring this notice with you as the meeting material.
 Should the matters provided electronically require revisions, such revisions will be posted on relevant
websites.
 Of the matters for which measures for electronic provision have been taken, the following matters are
not included in the paper copy to be sent to shareholders who have requested it, pursuant to laws andregulations as well as the provisions of Article 17, Paragraph 2 of the Company’s Articles ofIncorporation. Accordingly, the paper copy to be sent to shareholders who have requested it is a part ofthe documents audited by the Audit and Supervisory Committee and the Accounting Auditor in
preparing their audit reports.
- “Status of the Business Group” (partially), “Matters Regarding Shares of the Company,” “Matters
Regarding Stock Acquisition Rights of the Company,” “Status of Accounting Auditors,” and“Structure and Policy of the Company” of the Business Report- “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements”
of the Consolidated Financial Statements- “Non-consolidated Balance Sheet,” “Non-consolidated Statement of Income,” “Non-consolidated
Statement of Changes in Equity,” and “Notes to Non-consolidated Financial Statements” of theNon-consolidated Financial Statements- “Audit Report of Accounting Auditor on Consolidated Financial Statements,” “Audit Report of
Accounting Auditor on Non-consolidated Financial Statements,” and “Audit Report of Audit andSupervisory Committee” of the Audit Report-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The year-end dividend for the 7th Fiscal Year will be as follows, taking into consideration the businessresults for the current fiscal year and future business development.
1. Type of dividend property
Cash
2. Allocation of dividend property and total amount thereof
The Company proposes to allocate 13 yen per share of common stock of the Company.
In this case, the total amount of dividends will be 197,495,129 yen.
3. Effective date of distribution of surplus
The Company proposes an effective date of September 13, 2024.
(Note)On June 21, 2024, the Company implemented a two-for-one stock split with respect to its common
stock. Since the dividend record date of the aforementioned year-end dividend is June 20, 2024, theCompany will pay the dividend based on the number of shares before said stock split.

-3-

Proposal 2:

Election of Five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same shall apply throughout this proposal) will expire at the conclusion of this Annual
General Meeting of Shareholders. In order to strengthen the management structure, the Company proposesthat the number of Directors be increased by one (1), and that a total of five (5) Directors be elected.
The candidates for Director are as follows.
Number ofshares of
Name
Career summary, positions, responsibilities,
No.
the(Date of birth)and significant concurrent positions
Company
held
April 1988
Established Genky Tsukushino Store as a sole proprietor
Kenichi Fujinaga
September 1990 Established Genky Stores, Inc.; appointed President
1
352,112(October 20, 1962)(current position)
December 2017 Appointed President, the Company (current position)
November 1992 Joined American Life Insurance Company
May 1995
Joined Genky Stores, Inc.
August 1995
Manager, Koyo Store, Genky Stores, Inc.
March 1998
Area Manager, Genky Stores, Inc.
June 1999
General Manager, Merchandise Division, Genky Stores,
Inc.
July 2000
Manager, Public Relations Office, Genky Stores, Inc.
September 2000 Appointed Director, Genky Stores, Inc.
December 2000 General Manager, Drugstore Operations Division, GenkyStores, Inc.
August 2001
Manager, President's Secretariat, Genky Stores, Inc.
January 2003
General Manager, Store Operations Division, GenkyStores, Inc.
October 2004
General Manager, General Administration Division,
Genky Stores, Inc.
August2006
General Manager, Store Operations Division, Genky
Nobuhiro Yoshioka
249,600Stores, Inc.
(November 20, 1968) April 2009
Appointed Vice President, Genky Stores, Inc. (current
position)January 2013
General Manager, IE Department, Genky Stores, Inc.
August 2017
General Manager, Sales Department, Genky Stores, Inc.
December 2017 Appointed Vice President, Responsible for IT, theCompany
August 2018
Vice President, Responsible for IT and Store Operations,the Company
August 2018
General Manager, Sales Department and General
Manager, Store Operations Division, Genky Stores, Inc.
January 2019
Vice President, Responsible for IE, the Company
January 2019
General Manager, IE Department and General Manager,
CPUSE Division, Genky Stores, Inc.
July 2019
Vice President, Responsible for Merchandise, theCompany (current position)
July 2019
General Manager, Merchandise Department, GenkyStores, Inc. (current position)

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
September 1996
December 1998
August 1999
March 2000
June 2001
January 2003
August 2005
September 2005
February 2006
August 2006

3

Hiroyuki Yamagata(January 26, 1972)

April 2008
June 2011
January 2013
September 2014
December 2017
August 2018
August 2018
May 2019
October 2022
April 2002
October 2004
September 2008
January 20144

Yuji Kobayashi(September 21, 1979)

April 2015
May 2017

January 2018
January 2018
September 2020
September 2020

Number ofshares oftheCompany
held

Joined Nextor Inc.
Joined Genky Stores, Inc.
Manager, Kizaki Store, Genky Stores, Inc.
Manager, General Affairs Section, General
Administration Division, Genky Stores, Inc.
Zone Manager, Genky Stores, Inc.
Tokai Area Manager, Genky Stores, Inc.
General Manager, Store Development Division, GenkyStores, Inc.
Appointed Director, Genky Stores, Inc. (current position)
Manager, New Store Preparation Office, Genky Stores,
Inc.
General Manager, General Administration Division,
Genky Stores, Inc.
General Manager, Management Department, GenkyStores, Inc.
General Manager, Store Development Division, GenkyStores, Inc.
General Manager, Store Development Department,
Genky Stores, Inc.
General Manager, Store Operations Division, GenkyStores, Inc.
Director, Responsible for Store Operations, the Company
Director, Responsible for Store Development, theCompany (current position)
General Manager, Store Development Division, GenkyStores, Inc.
General Manager, Store Development Department,
Genky Stores, Inc. (current position)
Appointed Representative Director and President, Genky
Real Estate, Inc. (current position)
Joined Genky Stores, Inc.
Manager, Nonoichi Store, Genky Stores, Inc.
General Manager, Cosmetics Business Unit, GenkyStores, Inc.
Chief Merchandiser, Merchandise Division, GenkyStores, Inc.
Entered Waseda Business School (MBA)General Manager, Food Products Division,
Merchandising Division, Merchandise Division, GenkyStores, Inc.
General Manager, Human Resources Department, theCompany (current position)
General Manager, Human Resources Department, GenkyStores, Inc. (current position)
Appointed Director, the Company (current position)
Appointed Director, Genky Stores, Inc. (current position)-5-

40,000

7,635

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 2006
November 2009
January 2019

Number ofshares oftheCompany
held

Joined Genky Stores, Inc.
Manager, Gifu Ono Store, Genky Stores, Inc.
General Manager, H&B Division, Merchandise Division,
Tatsuru Nakagawa
Genky Stores, Inc.
5
(August 29, 1983)
932
January 2022
Director, Responsible for Store Operations, the Company
New appointment(current position)
January 2022
General Manager, Store Operations Division, GenkyStores, Inc. (current position)
January 2024
Appointed Director, Genky Stores, Inc. (current position)
Notes: 1. There are no special interests between each of the candidates and the Company.
2. On June 21, 2024, the Company implemented a two-for-one stock split with respect to its common
stock. The number of shares of the Company held by each candidate is the number of shares held
before said stock split.

-6-

Directors Skills Matrix

To establish an effective corporate governance structure for sustainable growth, the Company elects
Directors who possess extensive business experience and a diverse range of advanced specializations andknowledge. Should Proposal 2 be approved as proposed, the composition of the Company’s Directors andtheir experience and specializations will be as follows.
KenichiFujinaga
President―

Corporate management
Industry knowledge●●

Legal affairs / risk
management
Governance●Nobuhiro
Yoshioka
Vice
President

Hiroyuki
Yamagata

Yuji
Kobayashi

Tatsuru
Nakagawa

Director

Director

Director

TomoyoSasaki
OutsideDirector

Miho
TakedaOutsideDirector

GeneralAudit and
Audit and
Audit andResponsible Responsible Manager, Responsible
Supervisory Supervisory Supervisory
forfor Store
Humanfor Store
Committee Committee Committee
Merchandise Development Resources Operations
MemberMemberMember
Department

●
●
●

●

●
●

●
●
●

●
●
●

Finance / accounting
Human resources / labor
management
Real estate

Nana
Kikkawa
OutsideDirector●

Note: Up to three major skills are indicated for each individual.

-7-

●
●

●

●
●

●
●
●

Proposal 3:

Issuance of Stock Acquisition Rights as Stock Options

Pursuant to the provisions of Articles 236, 238, and 239 of the Companies Act, the Company seeks approval
to issue stock acquisition rights as stock options on particularly advantageous terms for the Company’s
Internal Directors and employees of the Company, and Directors and employees of the Company’s
subsidiaries, as described in the summary below, and to entrust the decisions on matters concerning
offerings for stock acquisition rights to the Board of Directors.
In addition, because the issuing of stock acquisition rights to Internal Directors will fall under nonmonetary compensation and the amount is not established, the Company requests approval of thecalculation methods for the allotment of stock acquisition rights as compensation.
Five (5) Internal Directors of the Company will receive allotments if Proposal 2 is approved. The
number of stock acquisition rights to be allotted to the Company’s Internal Directors will be limited to 500.
1.

Reason why it is necessary to conduct offerings of stock acquisition rights on particularly
advantageous terms
Stock acquisition rights will be issued for the purposes of providing added motivation and morale toimprove the Company’s consolidated business performance and of contributing to the expansion ofbusiness operations.
In addition, stock acquisition rights will be granted to the Company’s Internal Directors for the
purpose of stock options, which the Company believes is reasonable as compensation, etc. for
Directors.

2.

Persons subject to allotment of stock acquisition rights
Internal Directors and employees of the Company, and Directors and employees of the Company’s
subsidiaries

3.

Details of stock acquisition rights for which decisions may be entrusted to the Board of Directors by
resolution of this Annual General Meeting of Shareholders and the upper limit on their number(1) Class and number of shares to be allocated upon exercise of stock acquisition rights
The upper limit will be 150,000 shares of common stock in the Company.
In the event that the Company conducts a stock split or stock consolidation, the number ofshares to be allocated will be adjusted based on the following formula. However, such an
adjustment shall be made only to the number of shares to be allocated upon exercise of the stockacquisition rights that have not been exercised at the time of the stock split or stock
consolidation, and any fraction resulting from the adjustment of less than one share shall be
rounded down.

Number of shares after adjustment =Number of shares
before adjustment

×

Ratio of stock
split or stock
consolidation

In addition, in the event an adjustment of the number of shares to be allocated upon
exercise of the stock acquisition rights is required, such as if the Company conducts a reductionof capital, the Company will make the necessary adjustment of the number of shares and any
fraction of less than one share resulting from the adjustment shall be rounded down.
(2) Total number of stock acquisition rights to be issued
The upper limit shall be 1,500 stock acquisition rights. The number of shares to be allocated upon
exercise of each stock acquisition right (“Number of Shares Granted” hereinafter) shall be 100
shares.

-8-However, in the event that an adjustment is made to the number of shares as set forth in(1) above, the same adjustment will be made to the Number of Shares Granted, and any fractionof less than one share resulting from the adjustment shall be rounded down.
(3) Value of assets to be invested upon exercise of new stock acquisition rights
The value of assets to be invested upon the exercise of each stock acquisition right shall be thepaid-in amount per share to be issued or transferred through the exercise of the stock acquisitionright (“Exercise Value” hereinafter), multiplied by the Number of Shares Granted.
The Exercise Value shall be the amount obtained by multiplying by 1.05 the average ofthe closing prices for ordinary transactions of the shares of common stock of the Company on
the Tokyo Stock Exchange (“Closing Price” hereinafter) on each day (excluding days in which
no transactions were completed) of the month prior to the month of the day in which the stockacquisition rights are to be issued (“Issue Date” hereinafter), and any fraction of less than 1 yen
resulting from the adjustment will be rounded up. However, if this amount is less than the
Closing Price on the Issue Date, the Issue Date’s Closing Price will be the Exercise Value.
In the event that the Company conducts a stock split or stock consolidation, the Exercise
Value will be adjusted based on the following formula, and any fraction of less than 1 yen
resulting from the adjustment will be rounded up.
1
Exercise Value after adjustment = Exercise Value before adjustment × Ratio of stock split or
stock consolidation
In the event that new shares of the Company’s common stock are issued, or treasury stocks
are disposed of at a price lower than market value, the Exercise Value will be adjusted basedon the following formula, and any fraction of less than 1 yen resulting from the adjustment will
be rounded up. However, in the event of the exercise of stock acquisition rights, the Exercise
Value will not be adjusted.
Number of
Number of new shares issued ×
sharesPaid-in amount per sharealready+
Exercise Value
Exercise Value
issued=×Market value per shareafter adjustment
before adjustment
Number of shares already issued + Number of
new shares issued“Number of shares already issued” in the above number of shares refers to the total number
of issued shares of the Company minus treasury stock held by the Company. In the event of adisposal of treasury stock, “number of new shares issued” will be replaced with “number oftreasury stock for disposal.”In the event that an adjustment of the Exercise Value is required, such as if the Company
conducts a reduction of capital, the Company will make the adjustment of the Exercise Valuethat it recognizes as necessary, and any fraction of less than 1 yen resulting from the adjustment
will be rounded up.
(4) Period of exercise of stock acquisition rights
This shall be a period determined by the Company’s Board of Directors within the range of five(5) years from the date that two (2) years have elapsed since the date of resolution of the Boardof Directors deciding on an offering of stock acquisition rights.

-9-(5) Exercise conditions of stock acquisition rights
i. The holders of these stock acquisition rights must hold the position of Internal Director andan employee of the Company, or Director and an employee of a Company’s subsidiary at
the time of exercising these stock acquisition rights. However, in the event that the holderof the stock acquisition rights steps down from a position due to expiry of term of office orresigns due to reaching retirement age, or the Company recognizes that there is another valid
reason, the holder may continue to exercise the stock acquisition rights.
ii. In the event that the holder of these stock acquisition rights dies and consequently loses the
position of Internal Director and an employee of the Company, or Director and an employee
of a Company’s subsidiary, the right holder’s heirs may exercise these stock acquisitionrights.
(6) Conditions for acquisition of stock acquisition rights
In the event that the Company’s General Meeting of Shareholders approves (or the Board of
Directors approves where the approval of the General Meeting of Shareholders is not required) a
merger agreement under which the Company shall become defunct, a company split plan orcompany split agreement in which the Company shall be split, or a stock exchange agreement or
stock transfer plan in which the Company shall become a wholly owned subsidiary, the Company
may acquire the stock acquisition rights without compensation on a date separately prescribed by
the Board of Directors.
(7) Approval of acquisition of stock acquisition rights
Acquisition of stock acquisition rights via transfer shall require the approval of the Board of
Directors of the Company.
(8) Matters concerning increase in stated capital and capital reserve in the case of issuance of sharesthrough the exercise of stock acquisition rights
When new shares are issued through the exercise of stock acquisition rights, the amount of capitalincrease shall be the amount obtained by multiplying by 0.5 the maximum amount of increase instated capital calculated in accordance with Article 17, Paragraph 1 of the Regulation on
Corporate Accounting (fractions of less than 1 yen shall be rounded up). Amounts that are notrecorded as stated capital shall become capital reserve.
4.

Paid-in amount for stock acquisition rights
There shall be no paid-in cash requirement.

5.

Method of calculation of fair value of stock acquisition rights
The fair value of stock acquisition rights shall be calculated using the Black–Scholes Model based on
various conditions on the date of allotment.

6.

Reasons why the granting of stock acquisition rights is reasonable
For the purposes, etc. for which the Company will issue stock acquisition rights, please refer to “1.
Reason why it is necessary to conduct offerings of stock acquisition rights on particularly
advantageous terms” above.
At the meetings held on January 20, 2021, based on a voluntary report by the Compensation
Committee, the Board of Directors and Audit and Supervisory Committee resolved on a policy
regarding decisions related to the content of compensation, etc. for individual directors, an outline ofwhich appears in the Business Report. The granting of stock acquisition rights based on this proposalaligns with this policy, and the Company does not intend to change said policy even in the event that
this proposal is approved.

- 10 -

In addition, because the shares to be issued by the exercise of these stock acquisition rights willaccount for no more than 0.49% of total issued shares and the dilution rate is slight, the Company has
judged that the granting of these stock acquisition rights is reasonable.

- 11 -