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 12, 2021
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 36TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 36th Annual General Meeting of Shareholders of ABC-MART, INC. (the “Company”) will be held for the
purposes as described below.
However, to avoid risk of infections of the novel coronavirus (COVID-19) at this general meeting of shareholders,
you are strongly recommended to refrain from attending the meeting in person, and you can exercise your voting
rights in writing instead. Please review the attached Reference Materials for the General Meeting of Shareholders,
indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and send it so that it isreceived by 6:00 p.m. on Wednesday, May 26, 2021, Japan time.
1. Date and Time: Thursday, May 27, 2021 at 10:00 a.m. Japan time
(The reception desk is scheduled to open at 9:00 a.m.)
2. Venue:
Maple 7th Floor, The Okura Prestige Tower, The Okura Tokyo
2-10-4, Toranomon, Minato-ku, Tokyo(No gifts are provided to shareholders attending the general meeting of shareholders. 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 36th Fiscal Year (March 1, 2020 - February 28, 2021)
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.
Currently there is an outbreak of COVID-19 infection. Shareholders attending this general meeting of shareholders are requested totake measures to protect yourself from infection, such as wearing a face mask, when you attend.
The following matters are posted on the Company’s website (https://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 this notice:(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 toConsolidated Financial Statements, (5) Non-Consolidated Statements of Changes in Equity, (6) Notes to Non-Consolidated 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.

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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(https://www.abc-mart.co.jp/ir/).
The Company will take necessary measures to prevent infection according to the situation of COVID-19 infection on the date of themeeting. If future developments necessitate a major change in the way the general meeting of shareholders will be run, theshareholders will be informed via the internet on the Company’s website (https://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 85 yen per share as an
ordinary dividend for the 36th fiscal year, as announced on April 14, 2021. This amount was determined by taking
into consideration the Company’s business performance for the business term under review, future business
operations and other related factors.
(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 85 yen per share of the Company’s common stock as an ordinary dividend
The total amount of dividends: 7,015,829,960 yen
With the interim dividend of 85 yen per share already paid out, the annual dividend amounts to 170 yen per
share for the business term under review.
(3) Date on which the dividends from surplus will take effect:
May 28, 2021

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Proposal No. 2:

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

The terms of office of all five Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this general meeting. 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]Apr. 1988

1

2

Number of sharesof the Company
held

Joined Shachihata Tokyo Shoji Co., Ltd.
(currently Shachihata Inc.)
Apr. 1991
Joined the Company
June 2000
Director, Sales Department Manager of theCompany
Minoru Noguchi
Mar. 2004
Managing Director, Sales Department Manager
62,000 shares(December 6, 1965)of the Company
Mar. 2007
President and Representative Director of theCompany (to present)[Significant concurrent positions][Reason for nominating 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 nominated as a candidate for Director because he is expected to beable 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
Feb. 2016
Director in charge of sales & store developmentof the Company
Kiyoshi Katsunuma
30,000 shares
July 2019
Director in charge of finance & accounting,(July 6, 1963)
general affairs & personnel and Store
Development Department Manager of theCompany
Jan. 2021
Director in charge of general affairs &personnel and Store Development Department
Manager of the Company (to present)[Significant concurrent positions][Reason for nominating 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. He took charge of store development in 2016 and of finance & accounting
in 2019, but withdrew from finance & accounting in 2021 to focus on his duties in the Store Development Department.
He has been nominated 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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Apr. 1990
Sept. 1996
Oct. 2001

3

4

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
Sept. 2015
Director in charge of general affairs &Jo Kojima
4,000 sharespersonnel, Corporate Planning Office Manager(November 1, 1967)
and IT & EC Department Manager of theCompany
Jan. 2021
Director in charge of finance & accounting,logistics and Corporate Planning Office
Manager of the Company (to present)[Significant concurrent positions][Reason for nominating 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 (currently Corporate Planning Office Manager) to promote the expansion of online
business. Since 2021, he has been in charge of finance & accounting to strengthen the financial base under the COVID19 pandemic. He has been nominated 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.
Apr. 1989
Joined Boutique TAKEO NISHIDA
May 1991
Joined the Company
May 2009
Director, Design and Product Development
Department Manager of the Company
Jan. 2015
Director in charge of design and productdevelopment and sales promotion of the
Takashi Kikuchi
3,000 sharesCompany(September 4, 1968)
Oct. 2019
Director in charge of design and productdevelopment, sales promotion and production
control of the Company (to present)[Significant concurrent positions][Reason for nominating 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. To strengthen the product brand,
he has been in charge of design and product development and sales promotion since 2015, and production control since2019. He has been nominated 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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Feb. 2008

5(Note)

Joined the Company
Design and Product Development Department
Production Control Team of the Company
May 2014
Director in charge of international trading &international public relations of the Company
Jan. 2015
Director in charge of international trading &international public relations and production
Kiichiro Hattori
200 sharescontrol of the Company(August 13, 1974)
Apr. 2018
President of LaCrosse Footwear, Inc. (topresent)
Oct. 2019
Director, International Business Department
Manager of the Company (to present)[Significant concurrent positions][Reason for nominating 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. In 2019, he assumed the position of International Business Department Manager. He
assumed the position of President of LaCrosse Footwear, Inc., a U.S. subsidiary in April 2018. He has been nominatedas a candidate for Director because he is expected to be able to continuously perform his responsibilities due to hisabundant experience and past achievements.
There are no special interests between each candidate and the Company.

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Proposal No. 3:

Election of Three Directors who are Audit & Supervisory Committee Members

At the conclusion of this general meeting, 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
Director, Sales Department General Manager ofConverse Footwear Co., LTD.
June 2011Retired from Director of Converse Footwear
Tadashi Matsuoka
Co., LTD.
(May 15, 1949)
May 2016
Outside Director (Full-time Audit &Supervisory Committee Member) of theCompany (to present)[Significant concurrent positions][Reason for nominating 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 appointed him as 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 afull-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 nominated him as a candidate for Outside Director who is
an Audit & Supervisory Committee Member because he is expected 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. (currently
FUJIFILM Business Innovation Corp.)
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 (topresent)[Significant concurrent positions]
ProMotion Co., Ltd., President & CEO[Reason for nominating 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 appointed him as Director who is an Audit &Supervisory Committee Member in 2016. While serving in this position, he has given his opinions at the Board of
Directors meetings on developing and training successors. The Company has nominated him as a candidate for Outside
Director who is an Audit & Supervisory Committee Member because he is expected 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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Apr. 1971
June 2007

3(Notes)

1.
2.
3.

4.

5.

6.

Joined Fuji Television Network, Inc.
President and Representative Director of Fuji
Television Network, Inc.
Oct. 2008
President and Representative Director of Fuji
Media Holdings, Inc.
June 2013
Vice Chairman and Director of Fuji Media
Kou Toyoda
Holdings, Inc.
(April 28, 1946)
June 2017
Executive Advisor to Fuji Media Holdings, Inc.
May 2019
Outside Director (Audit & Supervisory
Committee Member) of the Company (topresent)[Significant concurrent positions][Reason for nominating 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 nominated him as a candidate for Outside Director who is an Audit & Supervisory Committee Member
because he is expected 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.
There are no special interests between each candidate and the Company.
Each candidate is a candidate for Outside Director.
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 five years at the conclusion of this general
meeting. Mr. Kou Toyoda assumed office as Outside Director (Audit & Supervisory Committee Member) on May 29,
2019, and his tenure as Outside Director will be two years at the conclusion of this general meeting.
Independence of candidate for Outside Director(1) Each candidate has never been a business operator or an officer of the Company or its subsidiaries. They are neithera business operator or an officer of a parent company, etc., of the Company, nor have they been during the last five
years.
(2) Each candidate is neither a business operator or an officer of an entity that has a specified relationship with theCompany, nor have they been during the last five years.
(3) Each candidate will neither receive a large amount of money or other properties from the Company or an entity thathas a specified relationship with the Company, nor have they done so during the last two years.
(4) Each candidate is 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
corresponding thereto.
The Company has as of now designated each candidate as Independent Officer and has reported this designation to theTokyo Stock Exchange. If their reelection is approved at this meeting, the Company plans to continuously designate eachof them as an Independent Officer.
The Company has entered into limited liability agreements with each candidate, set forth in the provisions of Article 427,
Paragraph (1) of the Companies Act. If they are reelected, the Company plans to continue the said agreements with them.
If each candidate is elected, the Company plans to enter into the said agreements with them. The maximum amount ofliability pursuant to the agreement will be the amount stipulated in Article 425, Paragraph (1) of the Companies Act.

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