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: 2670
May 14, 2019
To Our Shareholders:Minoru Noguchi
President and Representative Director
ABC-MART, INC.
1-11-5 Jinnan, Shibuya-ku, Tokyo(Corporate Headquarters)
1-12-1 Dogenzaka, Shibuya-ku, TokyoNOTICE OF THE 34TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 34th Annual General Meeting of Shareholders of ABC-MART, INC. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review the attached
Reference Materials for the General Meeting of Shareholders, indicate your vote for or against the proposals on theenclosed Voting Rights Exercise Form and send it so that it is received by 6:00 p.m. on Tuesday, May 28, 2019,Japan time.
1. Date and Time: Wednesday, May 29, 2019 at 10:00 a.m. Japan time
(The reception desk is scheduled to open at 9:00 a.m.)
2. Venue:
Maple Room 2F, Hotel Okura Tokyo
2-10-4, Toranomon, Minato-ku, Tokyo, Japan(Starting last year, no gifts are provided to shareholders attending the general meeting ofshareholders. We greatly appreciate your understanding.)
3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for
the Company’s 34th Fiscal Year (March 1, 2018 - February 28, 2019)
2. Results of audits by the Accounting Auditor and Audit & Supervisory Committee of the Consolidated
Financial Statements
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Five Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal No. 3:
Election of Three Directors who are Audit & Supervisory Committee Members--

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
The following matters are posted on the Company’s website (http://www.abc-mart.co.jp/ir/) in accordance with the laws andregulations and the provisions of Article 15 of the Articles of Incorporation and thus are not included in the documents of thisnotice: (1) Matters regarding the Accounting Auditor in the Business Report, (2) System to ensure the appropriateness of business
operations and the operation status of the system in the Business Report, (3) Consolidated Statements of Changes in Equity, (4)Notes to Consolidated Financial Statements, (5) Non-Consolidated Statements of Changes in Equity, (6) Notes to NonConsolidated Financial Statements.
Accordingly, the attached documents to this notice are part of the Consolidated Financial Statements and the Non-Consolidated
Financial Statements that were audited by the Accounting Auditor in preparing the accounting audit report and are part of theBusiness Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements that were audited by the
Audit & Supervisory Committee in preparing the audit report.
If there are any revisions to the Reference Materials for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements and Non-Consolidated Financial Statements, the updated information will be posted on the Company’s
website (http://www.abc-mart.co.jp/ir/).

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Reference Materials for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Matters regarding year-end dividend
The Company considers the return of profits to its shareholders as an important aspect of its management policy.
The Company has adopted a basic policy to undertake dividend payments taking into consideration the Company’s
performance, while enhancing profitability and strengthening its financial position.
In accordance with the basic policy, the Company intends to pay a year-end dividend of 105 yen per share for the34th fiscal year, adding a commemorative dividend of 40 yen in recognition of the 40th anniversary of theCompany’s foundation to the initially planned dividend of 65 yen per share, as announced on January 9, 2019. This
amount reflects not only considerations concerning the Company’s business performance for the business term
under review, its future business operations and other related factors but also the Company’s wish to mark the 40th
anniversary of the Company’s foundation in this fiscal year by communicating a deep sense of gratitude for the
support received from shareholders up until now.
(1) Category of dividend assets:Cash(2) Matters relating to the allocation of dividend assets and the total amount of such allocation:
Year-end dividends of 105 yen, which is a total of an ordinary dividend of 65 yen and a commemorative
dividend of 40 yen in recognition of the 40th anniversary of the Company’s foundation, per share of theCompany’s common stock
The total amount of dividends: 8,665,862,415 yen
With the interim dividend of 65 yen per share already paid out, the annual dividend amounts to 170 yen per
share for the business term under review, an increase of 40 yen per share from the previous fiscal year.
(3) Date on which the dividends from surplus will take effect:
May 30, 2019-2-

Proposal No. 2:

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

The terms of office of all six Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of five
Directors (excluding Directors who are Audit & Supervisory Committee Members) is proposed.
Moreover, this proposal has been considered by the Audit & Supervisory Committee, but no opinion was expressed.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as
follows:
Candidate
No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number of sharesof the Company
heldApr. 1988

1

2

Joined Shachihata Tokyo Shoji Co., Ltd.
(currently Shachihata Inc.)
Apr. 1991
Joined the Company
June 2000
Director, Sales Department Manager of theCompany
Minoru Noguchi
62,000 sharesMar. 2004
Managing Director, Sales Department Manager(December 6, 1965)of the Company
Mar. 2007
President and Representative Director of theCompany (to present)[Significant concurrent positions][Reason for selecting the candidate]Since he joined the Company, he has belonged to the sales section. In 2000, he became involved in management as
Director and Sales Department Manager under the motto of “viewpoint of the frontline.” In 2007, he was appointed as
President and Representative Director and significantly contributed to the development and growth of the Company’sgroup through his strong leadership. He has been selected as a candidate for Director because he is expected to be able
to continuously perform his responsibilities as Chief Executive Officer.
Oct. 1992
Joined AMIX Co., Ltd.
Dec. 1996
Joined the Company
May 2007
Director, Sales Promotion Department Managerof the Company
Apr. 2009
Director in charge of personnel strategy of theCompany
Jan. 2015
Director in charge of general affairs &Kiyoshi Katsunuma
personnel and public relations of the Company
30,000 shares(July 6, 1963)
Feb. 2016
Director in charge of sales & store developmentof the Company
Apr. 2018
Director in charge of sales & store management
and Store Development Department Managerof the Company (to present)[Significant concurrent positions][Reason for selecting the candidate]Since he joined the Company, he has been engaged in the advertisement field, which is a pillar of the Company’s
growth strategy. In 2007, he became involved in management as Director and Sales Promotion Department Manager. In
2009, he took charge of personnel strategy and contributed to the expansion of employment and personnel development,
while multi-store operation was accelerating. Since 2016, he has been in charge of sales and store development(currently in charge of sales and store management, and Store Development Department Manager) to build a new
growth strategy. He has been selected as a candidate for Director because he is expected to be able to continuously
perform his responsibilities due to his abundant experience and past achievements.

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Candidate
No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]Apr. 1990
Sept. 1996
Oct. 2001

3

4

Number of sharesof the Company
held

Joined Japan Bond Trading Co., Ltd.
Joined the Company
Corporate Planning Office Manager of theCompany
May 2007
Director, Corporate Planning Office Manager of
the Company
Jo Kojima
4,000 shares(November 1, 1967)
Sept. 2015
Director in charge of general affairs &personnel, Corporate Planning Office Manager,
IT & EC Department Manager of the Company(to present)[Significant concurrent positions][Reason for selecting the candidate]Since he joined the Company, he has been engaged in the listing on the stock market and IR operations as a person
responsible for management planning. His roles include the planning of business strategy and system construction of
the Company’s group. In 2007, he became involved in management as Director. Since 2015, he has concurrently served
as IT & EC Department Manager to promote the expansion of online business and has been in charge of general affairs& personnel to strengthen the Company’s internal control system. He has been selected as a candidate for Director
because he is expected to be able to continuously perform his responsibilities due to his abundant experience and pastachievements.
Apr. 1989
Joined Boutique TAKEO NISHIDA
May 1991
Joined the Company
May 2009
Director, Design and Product Development
Department Manager of the Company
Takashi Kikuchi
3,000 sharesJan. 2015
Director in charge of design and product(September 4, 1968)
development & sales promotion of theCompany (to present)[Significant concurrent positions][Reason for selecting the candidate]Since he joined the Company, he has been engaged in product development over many years including the period when
the Company had been an import and wholesale trading company for shoe products, which was the forerunner of theCompany. He played a role in conveying overseas trends to the Japanese market. In 2009, he became involved inmanagement as Director and Design and Product Development Department Manager. Since 2015, he has been in chargeof design and product development and sales promotion to strengthen the product brand. He has been selected as a
candidate for Director because he is expected to be able to continuously perform his responsibilities due to his abundant
experience and past achievements.

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Candidate
No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]
Dec. 1999
Feb. 2008
May 2014

Kiichiro Hattori(August 13, 1974)

Jan. 2015

Apr. 2018
5

Joined the Company
Design and Product Development Department
Production Control Team of the Company
Director in charge of international trading &international public relations of the Company
Director in charge of international trading &international public relations and production
control of the Company (to present)
President of LaCrosse Footwear, Inc.
(to present)

Number of sharesof the Company
held

200 shares[Significant concurrent positions](Note)[Reason for selecting the candidate]Since he joined the Company, he has been engaged in the control of overseas merchandise production and overseas PR
operations. In 2014, he became involved in management as Director to expand and promote the overseas business in
Asia and the U.S. His roles include conducting negotiations regarding overseas business development and providing
support to overseas subsidiaries. He assumed the position of President of LaCrosse Footwear, Inc., a U.S. subsidiary in
April 2018. He has been selected as a candidate for Director because he is expected to be able to continuously perform
his responsibilities due to his abundant experience and past achievements.
There are no special interests between each candidate and the Company.

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Election of Three Directors who are Audit & Supervisory Committee Members

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all three Directors who
are Audit & Supervisory Committee Members will expire. Accordingly, the election of three Directors who are
Audit & Supervisory Committee Members is proposed. The Audit & Supervisory Committee has previously given
its consent to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]Apr. 1974

1

2

Number of sharesof the Company
held

Joined Tsukiboshi Kasei Kabushiki Kaisha(currently MoonStar Company)
Apr. 2008
Converse Footwear Co., LTD. Director, Sales
Department General Manager
Tadashi Matsuoka
May 2016
Outside Director (Full-time Audit &(May 15, 1949)
Supervisory Committee Member) of theCompany (to present)[Significant concurrent positions][Reason for selecting the candidate]
He has been involved in the shoe industry over many years. As he is knowledgeable about the commercial environmentand business details, the Company selected him as a candidate for Director who is an Audit & Supervisory Committee
Member in 2016. While serving in this position, he has contributed important suggestions to the discussions of agenda
items as a full-time Audit & Supervisory Committee Member, he has attended important meetings, and he has given his
opinions on business processes and internal control. The Company has selected him as a candidate for Outside Director
who is an Audit & Supervisory Committee Member because he is judged to be able to continuously express appropriate
opinions from a fair and objective standpoint to the Board of Directors with regard to Directors’ performance of duties.
Apr. 1987
Joined Fuji Xerox Co., Ltd.
July 1999
Established ProMotion Co., Ltd., President &CEO (to present)
Taio Sugahara
May 2016
Outside Director (Audit & Supervisory(February 28, 1964)
Committee Member) of the Company(to present)[Significant concurrent positions]
ProMotion Co., Ltd., President & CEO[Reason for selecting the candidate]
He has operated a personnel and consulting company over many years. Considering his expertise about management
and abundant experience on personnel development, the Company selected him as a candidate for Director who is an
Audit & Supervisory Committee Member in 2016. While serving in this position, he has given his opinions at the Boardof Directors meetings on developing and training successors. The Company has selected him as a candidate for Outside
Director who is an Audit & Supervisory Committee Member because he is judged to be able to continuously express
appropriate opinions from a fair and objective standpoint to the Board of Directors with regard to Directors’
performance of duties.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]Apr. 1971
June 2007

Number of sharesof the Company
held

Joined Fuji Television Network, Inc.
Fuji Television Network, Inc., President andRepresentative Director
Oct. 2008
Fuji Media Holdings, Inc., President and(Newly-nominated)
Representative Director
June 2013
Fuji Media Holdings, Inc., Vice Chairman and
Kou Toyoda
Director(April 28, 1946)
June 2017
Fuji Media Holdings, Inc., Executive Advisor
3(to present)[Significant concurrent positions][Reason for selecting the candidate]
He has been involved in the media industry over many years and has a vast network of human contacts. In addition, he
is highly familiar with the necessities of governance from his experience as a representative of a listed company. The
Company has selected him as a candidate for Outside Director who is an Audit & Supervisory Committee Member
because he is judged to be able to express appropriate opinions from a fair and objective standpoint to the Board of
Directors with regard to Directors’ performance of duties.
(Notes) 1. There are no special interests between each candidate and the Company.
2. Mr. Tadashi Matsuoka, Mr. Taio Sugahara, and Mr. Kou Toyoda are candidates for Outside Directors.
3. Mr. Tadashi Matsuoka and Mr. Taio Sugahara assumed office as Outside Directors (Audit & Supervisory Committee
Members) on May 26, 2016, and their tenure as Outside Directors will be three years at the conclusion of this Annual
General Meeting of Shareholders.
4. Independence of candidate for Outside Director(1) Mr. Tadashi Matsuoka, Mr. Taio Sugahara and Mr. Kou Toyoda have never been a business operator or an officer of
the Company or its subsidiaries. The three are neither a business operator or an officer of a parent company, etc., of
the Company, nor have they been during the last five years.
(2) Mr. Tadashi Matsuoka, Mr. Taio Sugahara and Mr. Kou Toyoda are neither a business operator or an officer of anentity that has a specified relationship with the Company, nor have they been during the last five years.
(3) Mr. Tadashi Matsuoka, Mr. Taio Sugahara and Mr. Kou Toyoda will neither receive a large amount of money orother properties from the Company or an entity that has a specified relationship with the Company, nor have they
done so during the last two years.
(4) Mr. Tadashi Matsuoka, Mr. Taio Sugahara and Mr. Kou Toyoda are neither the spouse of, nor are they relatives
within three degrees related to, a business operator or an officer of the Company or an entity that has a specified
relationship with the Company, nor are they in a position incidental thereto.
5. The Company designated Mr. Tadashi Matsuoka and Mr. Taio Sugahara as Independent Officers and reported thisdesignation to the Tokyo Stock Exchange. If their reelection is approved at this meeting, the Company plans tocontinuously designate each of them as an Independent Officer.
6. The Company has entered into limited liability agreements with Mr. Tadashi Matsuoka and Mr. Taio Sugahara, pursuant
to the provisions of Article 427, Paragraph (1) of the Companies Act. If they are reelected, the Company plans tocontinue the said agreements with them. If Mr. Kou Toyoda is elected, the Company plans to enter into the said
agreement with him. The maximum amount of liability pursuant to the agreement will be the amount stipulated in
Article 425, Paragraph (1) of the Companies Act.

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