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 15, 2023
(Date of commencement of measures for electronic provision: May 8, 2023)
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 38TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 38th Annual General Meeting of Shareholders of ABC-MART, INC. (the “Company”) will be held, as described
below.
In convening this general meeting of shareholders, we have taken measures to electronically provide information that
constitutes the Reference Materials for the General Meeting of Shareholders, etc., (matters subject to measures forelectronic provision). Such information has been posted on the following websites. Therefore, shareholders are asked
to review the information by accessing the following websites.
The Company’s website:

https://www.abc-mart.co.jp/ir/ (Japanese only)

In addition to the above website, the matters subject to measures for electronic provision are also posted on the Tokyo
Stock Exchange (TSE) website.
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter “ABC-MART” or “2670” in the “Issue name (company name)” or “Securitiescode” column, and click “Search.” Then select “Basic information” and “Documents for public inspection/PR
information” and review the “Notice of General Shareholders Meeting /Information Materials for a General
Shareholders Meeting” in the “Field information available for public inspection.”
If you do not attend the meeting in person, you may exercise your voting rights via the Internet or in writing (postal
mail) instead. Please review the Reference Materials for the General Meeting of Shareholders, and exercise yourvoting rights by 6:00 p.m. on Monday, May 29, 2023, Japan time.

-1-1. Date and Time: Tuesday, May 30, 2023 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 38th Fiscal Year (March 1, 2022 - February 28, 2023)
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
Proposal No. 4:
Presentation of Condolence Payment to a Retired Director--

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In accordance with the laws and regulations and the provisions of Article 15 of the Company’s Articles of Incorporation, thefollowing items are not included in the documents delivered to shareholders who requested the delivery of a paper copy. Accordingly,
these documents constitute a portion of the documents audited by the Audit & Supervisory Committee and the Accounting Auditor
in the preparation of their audit reports.
(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, and (6) Notes to Non-Consolidated
Financial Statements.
Any revisions to the matters subject to measures for electronic provision will be posted on the above Company’s website and theTSE website.
Shareholders attending this general meeting of shareholders may be asked to wear face masks and cooperate with other measures toprevent the spread of the COVID-19 infection. Any major changes henceforth with respect to the holding of the general meeting ofshareholders will be posted on the Company’s website (https://www.abc-mart.co.jp/ir/). Therefore, shareholders are asked to checkthe website for relevant information.

-2-

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 38th fiscal year, as announced on April 12, 2023. 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: 7,015,819,930 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 31, 2023

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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 Company proposes the election of five
Directors (excluding Directors who are Audit & Supervisory Committee Members).
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

Minoru Noguchi(December 6, 1965)(Reappointment)

Apr. 1991
June 2000
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)

July 2019(Reappointment)
2

Dec. 2022

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, store development, finance &accounting, and logistics of the Company (topresent)

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 the multi-store operation was accelerating. He took charge of store development in 2016. Since
2019, he has been in charge of the businesses under the administration division to strengthen the internal management
system. 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.

-4-

Candidate
No.

Name
(Date of birth)

Past experience, positions, and responsibilities[significant concurrent positions]Apr. 1989
May 1991
May 2009

3

Takashi Kikuchi(September 4, 1968)

Jan. 2015(Reappointment)

Oct. 2019

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.
Dec. 1999
Feb. 2008
May 2014

4

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)

Number of sharesof the Company
held

Kiichiro Hattori(August 13, 1974)

Jan. 2015(Reappointment)

Apr. 2018
June 2021

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)

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.

-5-

Candidate
No.

Name
(Date of birth)

Past experience, positions, and responsibilities[significant concurrent positions]Apr. 1995
Mar. 2001
June 2001

5

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

Yasuo Ishii(November 3, 1971)

Aug. 2003
Feb. 2008
Jan. 2015(Reappointment)

May 2022

Director, Accounting Department Manager of
the Company

Dec. 2022

Director, Corporate Planning Office Manager of
the Company (to present)

Number of sharesof the Company
held

4,200 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. In 2022, he become involved in management as Director and in December of the same year,
he assumed the position of Corporate Planning Office Manager. 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 pastachievements.
(Notes)1. There are no special interests between each candidate and the Company.
2. The Company has entered into a directors and officers liability insurance (D&O insurance) contract stipulated in Article 4303, Paragraph (1) of the Companies Act with all Directors (including Directors who are Audit & Supervisory Committee
Members) and Corporate Auditors of the Company and its domestic subsidiaries as the insured. Under the said insurance
contract, damages that may be caused due to the insured receiving claims for damages as a result of the execution of theirduties (including acts of omission) as officers shall be covered. Provided, however, that there are certain exemptions; forexample, damages caused as a result of any conduct committed while knowing that the conduct is in violation of laws andregulations shall not be covered. Additionally, the insurance premiums for the policy including added special clauses are fully
borne by the Company. If the election of the candidates for Director is approved, each candidate will be included in the said
insurance contract as the insured. Said insurance contract is expected to be renewed during the term of office of each candidate.

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Proposal No. 3:

Election of Three Directors who are Audit & Supervisory Committee Members

The terms of office of all three Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this general meeting of shareholders. Accordingly, the Company proposes the election of three
Directors who are Audit & Supervisory Committee Members.
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]

Number of sharesof the Company
heldApr. 1974

1

Joined Tsukiboshi Kasei Kabushiki Kaisha(currently MoonStar Company)
Apr. 2008
Director, Sales Department General Manager ofTadashi Matsuoka
Converse Footwear Co., LTD.
(May 15, 1949)
June 2011Retired from Director of Converse Footwear
Co., LTD.
(Reappointment)(Outside Director)
May 2016
Outside Director (Full-time Audit &Supervisory Committee Member) of theYears in office: 7 years
Company (to present)[Significant concurrent positions][Reason for nominating the candidate for Outside Director and expected role]
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.

2

Joined Fuji Xerox Co., Ltd. (currently
FUJIFILM Business Innovation Corp.)
July 1999
Established ProMotion Co., Ltd., President &CEO (to present)(Reappointment)
May 2016
Outside Director (Audit & Supervisory(Outside Director)
Committee Member) of the Company (topresent)
Years in office: 7 years[Significant concurrent positions]
ProMotion Co., Ltd., President & CEO[Reason for nominating the candidate for Outside Director and expected role]
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.

Apr. 1987

Taio Sugahara(February 28, 1964)-7-

Candidate
No.

Name
(Date of birth)

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

Kou Toyoda(April 28, 1946)

Oct. 2008
June 2013(Reappointment)(Outside Director)
3

Years in office: 4 years

June 2017
May 2019

Number of sharesof the Company
held

Joined Fuji Television Network, Inc.
President and Representative Director of Fuji
Television Network, Inc.
President and Representative Director of Fuji
Media Holdings, Inc.
Vice Chairman and Director of Fuji Media
Holdings, Inc.
Executive Advisor to Fuji Media Holdings, Inc.
Outside Director (Audit & Supervisory
Committee Member) of the Company (topresent)-[Significant concurrent positions][Reason for nominating the candidate for Outside Director and expected role]
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.
(Notes)1. There are no special interests between each candidate and the Company.
2. Each candidate is a candidate for Outside Director.
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 (Audit & Supervisory Committee Members) will be seven years at theconclusion 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 (Audit & Supervisory Committee Member) will be four years
at the conclusion of this general meeting.
4. 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 neither abusiness operator nor an officer of a parent company, etc., of the Company, nor have they been during the last ten years.
(2) Each candidate is neither a business operator nor an officer of an entity that has a specified relationship with the Company,
nor have they been during the last ten years.
(3) Each candidate will neither receive a large amount of money or other properties from the Company nor an entity that hasa 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.
5. The Company has as of now designated each candidate as Independent Officer and has reported this designation to the Tokyo
Stock Exchange. If their reelection is approved at this meeting, the Company plans to continuously designate each of them as
an Independent Officer.
6. 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 each candidate is reelected, the Company plans to continue the said agreements withthem. The maximum amount of liability pursuant to the agreement will be the amount stipulated in Article 425, Paragraph (1)of the Companies Act.
7. The Company has entered into a directors and officers liability insurance (D&O insurance) contract stipulated in Article 4303, Paragraph (1) of the Companies Act with all Directors (including Directors who are Audit & Supervisory Committee
Members) and Corporate Auditors of the Company and its domestic subsidiaries as the insured. Under the said insurance
contract, damages that may be caused due to the insured receiving claims for damages as a result of the execution of theirduties (including acts of omission) as officers shall be covered. Provided, however, that there are certain exemptions; forexample, damages caused as a result of any conduct committed while knowing that the conduct is in violation of laws andregulations shall not be covered. Additionally, the insurance premiums for the policy including added special clauses are fully
borne by the Company. If the election of the candidates for Director is approved, each candidate will be included in the said
insurance contract as the insured. Said insurance contract is expected to be renewed during the term of office of each candidate.

-8-

Proposal No. 4:

Presentation of Condolence Payment to a Retired Director

In recognition of his service during the term of office, the Company proposes the payment of condolence money tothe late Mr. Jo Kojima, Director of the Company, who passed away on August 19, 2022, within a certain amount, in
accordance with the Rules on Condolence Payments for Directors set forth by the Company and that the specificamount, timing and method of payment and other details be decided by resolution of the Board of Directors.
The condolence payment to the retired Director is in accordance with the rules set forth by the Board of Directors
and the payment has been determined to be reasonable.
The career summary of the retired Director is as follows.
Name
Jo Kojima

May 2007
Aug. 2022

Past experience
Appointed Director, Corporate Planning Office Manager of the Company
Deceased-9-

(Reference) Structure of the Board of Directors [planned for May 30, 2023 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

Directors

●

●

IT

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

Kiyoshi Katsunuma●

Takashi Kikuchi

●

●

●

●

●

●

Kiichiro Hattori●

Yasuo Ishii●

Tadashi Matsuoka
OutsideDirectors
who areTaio Sugahara
Audit &
Supervisory Outside
Committee
Members Kou Toyoda
Outside(Note)

Corporate
ManageSales &ment & Marketing
Strategy●●

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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