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 11, 2022
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 37TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 37th 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 or via the internet, etc. instead. Please review the attached Reference Materials for the General
Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Wednesday, May 25, 2022, Japan time.

1. Date and Time: Thursday, May 26, 2022 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 37th Fiscal Year (March 1, 2021 - February 28, 2022)
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:
Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Six Directors (excluding 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.

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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.
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 37th fiscal year, as announced on April 13, 2022. 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: 7,015,829,790 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 27, 2022

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Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reasons for proposal(1) In order to prepare for diversification of business activities and the future business development, we proposethat a business objective be added to Article 2 (Objectives) of the current Articles of Incorporation, and that theitem numbers be moved down.
(2) In accordance with the enforcement of the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on September
1, 2022, the Company proposes to make the following changes to its Articles of Incorporation since the systemfor providing informational materials for the general meeting of shareholders in electronic format will be
introduced.
(i) Since the Company is obliged to stipulate in its Articles of Incorporation that it will take measures forproviding information that constitutes the content of reference materials for the general meeting ofshareholders, etc. in electronic format, we propose that Article 15 (Measures, etc. for Providing Information
in Electronic Format), paragraph 1 be newly established.
(ii) Among items for which the measures for providing information that constitutes the content of referencematerials for the general meeting of shareholders, etc. in electronic format will be taken, we propose that
Article 15 (Measures, etc. for Providing Information in Electronic Format), paragraph 2 be newly establishedin order to be able to limit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents to the scope designated by the Ministry ofJustice Order.
(iii) The provisions of Article 15 of the current Articles of Incorporation (Internet-Based Disclosure and Deemed
Provision of Reference Materials for General Meeting of Shareholders, Etc.) will be deleted as they will nolonger be required after the introduction of the system for providing informational materials for the general
meeting of shareholders in electronic format.
(iv) Supplementary provisions regarding the coming into effect of establishment and deletion of provisions willbe established. These supplementary provisions shall be deleted after the term elapses.
2.

Details of the amendment
Details of the amendment are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed Amendments(Objectives)(Objectives)

Article 2

Article 2

The objectives of the Company shall be to:1.

(Unchanged)

manufacture, sell, import, and export clothing textile
products, leather products, and shoes;

2.
3.–16.

1.

(Text omitted)

2.

(Newly established)

3.

(Text omitted)

manufacture, sell, import, and export clothing textile
products, sports products, leather products, and shoes;(Unchanged)
Antique dealings

4.–17.

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Current Articles of Incorporation

Proposed Amendments(Internet-Based Disclosure and Deemed Provision ofReference Materials for General Meeting of Shareholders,
Etc.)
Article 15(Deleted)

In convening a general meeting of shareholders, the Company
may be deemed to have provided shareholders withinformation as to those matters to be stated or shown in thereference materials for the general meeting of shareholders,business reports, financial statements and consolidated
financial statements by disclosing the same through theInternet as prescribed by the Ministry of Justice Order.
(Measures, etc. for Providing Information in Electronic
Format)(Newly established)

Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of referencematerials for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paper-based
documents by the record date of voting rights.

(Newly established)(Supplementary Provisions)(Transitional Measures for Providing Informational Materials
for the General Meeting of Shareholders in Electronic Format)(Newly established)

Article 1
1. The deletion of Article 15 of the Articles of Incorporation(Internet-Based Disclosure and Deemed Provision ofReference Materials for General Meeting of Shareholders,Etc.) and the establishment of Article 15 of the Articles ofIncorporation (Measures, etc. for Providing Information
in Electronic Format) shall be effective from September
1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet-Based Disclosure and Deemed Provision ofReference Materials for General Meeting of Shareholders,Etc.) shall remain effective regarding any general meetingof shareholders held on a date within six months from
September 1, 2022.
3. The provisions of this article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

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Proposal No. 3:

Election of Six 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 Company proposes the election of six Directors(excluding Directors who are Audit & Supervisory Committee Members), increasing the number of Directors by one
to enhance the management system.
As for this proposal, the Audit & Supervisory Committee of the Company has judged that all candidates for Directors
are qualified to serve as Directors.
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
Apr. 1991
June 2000

Minoru Noguchi(December 6, 1965)

Mar. 2004
Mar. 2007

1

Joined Shachihata Tokyo Shoji Co., Ltd.
(currently Shachihata Inc.)
Joined the Company
Director, Sales Department Manager of theCompany
Managing Director, Sales Department Managerof the Company
President and Representative Director of theCompany (to present)

Number of sharesof the Company
held

62,000 shares[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
Dec. 1996
May 2007
Apr. 2009
Feb. 2016
Kiyoshi Katsunuma(July 6, 1963)

2

July 2019

June 2021

Joined AMIX Co., Ltd.
Joined the Company
Director, Sales Promotion Department Managerof the Company
Director in charge of personnel strategy of theCompany
Director in charge of sales & store developmentof the Company
Director in charge of finance & accounting,general affairs & personnel and Store
Development Department Manager of theCompany
Director in charge of general affairs &personnel and store development of theCompany (to present)

30,000 shares[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 of store development.
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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Candidate
No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]Apr. 1990
Sept. 1996
Oct. 2001
May 2007

Jo Kojima(November 1, 1967)

Sept. 2015

Jan. 2021
3

Joined Japan Bond Trading Co., Ltd.
Joined the Company
Corporate Planning Office Manager of theCompany
Director, Corporate Planning Office Manager of
the Company
Director in charge of general affairs &personnel, Corporate Planning Office Manager
and IT & EC Department Manager of theCompany
Director in charge of finance & accounting,logistics and Corporate Planning Office
Manager of the Company (to present)

Number of sharesof the Company
held

4,000 shares[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
May 1991
May 2009
Jan. 2015
Takashi Kikuchi(September 4, 1968)
Oct. 20194

Joined Boutique TAKEO NISHIDA
Joined the Company
Director, Design and Product Development
Department Manager of the Company
Director in charge of design and productdevelopment and sales promotion of theCompany
Director in charge of design and productdevelopment, sales promotion and production
control of the Company (to present)

3,000 shares[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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Candidate
No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]
Dec. 1999
Feb. 2008
May 2014
Jan. 2015

Kiichiro Hattori(August 13, 1974)
Apr. 2018
June 2021

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
President of LaCrosse Footwear, Inc. (topresent)
Director in charge of business development of
the Company (to present)

Number of sharesof the Company
held

200 shares[Significant concurrent positions]
LaCrosse Footwear, Inc., President[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. He has been in charge of business development since 2021. He assumed the position of
President of LaCrosse Footwear, Inc., a U.S. subsidiary in April 2018. 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 experienceand past achievements.
Apr. 1995
Mar. 2001
June 2001(Newly-nominated)
Yasuo Ishii(November 3, 1971)
6(Note)

Aug. 2003
Feb. 2008
Jan. 2015

Joined Itokin Co., Ltd.
Joined the Company
Assumed Store Manager of Shoes Shop Gallop
Yurakucho Store of the Company
License Promotion Department of the Company
Accounting Department of the Company
Accounting Department Manager of theCompany (to present)

2,900 shares[Significant concurrent positions][Reason for nominating the candidate]Since he joined the Company, he has served as store manager, has been involved in licensing-related work at theheadquarters, and since 2008 he has been engaged in accounting work. Since 2011, he gained experience of being
seconded for about two years in the accounting department of a subsidiary in Korea, and since assuming office as
Accounting Department Manager in 2015, he has supported the Group as the person in charge of the Company’s
Accounting Department. He has been nominated as a candidate for Director because he is expected to be able tocontinuously 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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(Reference) Structure of the Board of Directors [planned for May 26, 2022 and onwards]
The Company expects each candidate for Director and each Director who is an Audit & Supervisory Committee
Member will fully exercise their abilities based on their experience accumulated so far.
Name

Minoru Noguchi

Corporate
ManageSales &ment & Marketing
Strategy●

Kiyoshi Katsunuma
Jo Kojima●

IT

Global●●Personnel
Legal && Human
Quality &Finance &Risk
Resources
Production
Accounting ManageDevelopment
ment

●
●

●
●

●
●

●

●

●

Directors
Takashi Kikuchi
Kiichiro Hattori

●

●

●

●

●

●

●

Yasuo Ishii
Tadashi Matsuoka
OutsideDirectors
who areTaio Sugahara
Audit &
Supervisory Outside
Committee
Members Kou Toyoda
Outside(Note)●
Experienced
in a different
company●

Experienced
in a different
company●

Experienced
in a different
company

●

●

●

●

The table does not represent all the skills possessed by each Director.

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