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 13, 2020
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 35TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 35th Annual General Meeting of Shareholders of ABC-MART, INC. (the “Company”) will be held for thepurposes 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 27, 2020, Japan time.
1. Date and Time: Thursday, May 28, 2020 at 10:00 a.m. Japan time
(The reception desk is scheduled to open at 9:00 a.m.)
2. Venue:
3rd Floor, ABC-MART Shibuya Jinnan
1-11-5 Jinnan, Shibuya-ku, Tokyo(No gifts are provided to shareholders attending the general meeting of shareholders. We greatlyappreciate 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 35th Fiscal Year (March 1, 2019 - February 29, 2020)
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)--

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 FinancialStatements.
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 theAudit & 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-1--(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 the meeting.
If future developments necessitate a major change in the way the general meeting of shareholders will be run, the shareholders 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’sperformance, 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 anordinary dividend for the 35th fiscal year, as announced on April 10, 2019. 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 29, 2020

-3-Proposal No. 2:

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

The terms of office of all five 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 fiveDirectors (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

12

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 NoguchiMar. 2004
Managing Director, Sales Department Manager
62,000 shares(December 6, 1965)of the CompanyMar. 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 &personnel and public relations of the Company
Feb. 2016
Director in charge of sales & store development
Kiyoshi Katsunuma
30,000 sharesof the Company(July 6, 1963)
Apr. 2018
Director in charge of sales & store management
and Store Development Department Managerof the Company
July 2019
Director in charge of finance & accounting,general affairs & personnel and Store
Development Department Manager of theCompany (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 to build
a new growth strategy. Since 2019, he has been in charge of finance & accounting as his new responsibility. 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.

-4-Candidate
No.

Name
(Date of birth)

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

34

Number of sharesof the CompanyheldJoined Japan Bond Trading Co., Ltd.
Joined the Company
Corporate Planning Office Manager of theCompanyMay 2007
Director, Corporate Planning Office Manager ofthe 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
July 2019
Director in charge of logistics and Corporate
Planning Office Manager of the Company (topresent)[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 (currently Corporate Planning Office Manager) to promote the expansion of online
business, and since 2019, he has been in charge of logistics to strengthen the Company’s logistics and IT systems. He
has been selected as a candidate for Director because he is expected to be able to continuously perform hisresponsibilities 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 theTakashi 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 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. 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 selected as a candidate for Director because he is expected to be able to continuously perform hisresponsibilities due to his abundant experience and past achievements.

-5-CandidateNo.

Name(Date of birth)

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

5(Note)Number of sharesof the Company
held

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 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 inAsia 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 selected as acandidate 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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