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, 2024
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 39TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 39th 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/PRinformation” 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 (postalmail) instead. Please review the Reference Materials for the General Meeting of Shareholders, and exercise yourvoting rights by 6:00 p.m. on Monday, May 27, 2024, Japan time.

-1-1. Date and Time: Tuesday, May 28, 2024 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 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 39th Fiscal Year (March 1, 2023 - February 29, 2024)
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:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Five Directors (excluding Directors who are Audit & Supervisory CommitteeMembers)--

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 the Company’s Articles of Incorporation, the following items are
not included in the documents delivered to shareholders who requested the delivery of a paper copy, but are part of the documentsthat have been audited by the Audit & Supervisory Committee and the Accounting Auditor.
(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 Company’s website and the TSE
website stated above.
Any major changes with respect to the holding of the general meeting of shareholders will be posted on the Company’s website
stated above. Therefore, shareholders are asked to check the website for relevant information.

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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. TheCompany 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 37 yen per share as anordinary dividend for the 39th fiscal year, as announced on April 10, 2024. 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 37 yen per share of the Company’s common stock as an ordinary dividend
The total amount of dividends: 9,161,819,787 yen
As the Company conducted a 3-for-1 stock split of its common shares on September 1, 2023, the annual
dividend based on standards prior to the split is 196 yen per share, an increase of 26 yen compared to theprevious fiscal year, including the interim dividend of 85 yen already paid out.
(3) Date on which the dividends from surplus will take effect:
May 29, 2024-3-Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
The total number of issued shares of the Company as of September 1, 2023 has increased to 247,618,938 shares
due to a 3-for-1 stock split conducted with a record date of August 31, 2023. Accordingly, to prepare for the agile
execution of capital policies in the future, the Company proposes to change the total number of authorized sharesfrom the current 334,500,000 shares to 742,000,000 shares in Article 6 (Total Number of Authorized Shares) ofthe Articles of Incorporation.
2. Details of the amendment:
Details of the amendment are as follows.
(Underlined portion indicates amendment)
Proposed Amendment

Current Articles of Incorporation

Article 6 (Total Number of Authorized Shares)
Article 6 (Total Number of Authorized Shares)
The total number of authorized shares of the The total number of authorized shares of theCompany shall be 334,500,000 shares.
Company shall be 742,000,000 shares.

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Proposal No. 3:

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 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

186,000 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.
Dec. 1999
Feb. 2008
May 2014
Apr. 2018
Kiichiro Hattori(August 13, 1974)(Reappointment)

2June 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
President of LaCrosse Footwear, Inc. (topresent)
Director in charge of business development ofthe Company

Oct. 2023

Director, Sales Department Manager of theCompany

Apr. 2024

Managing Director, Sales Department Managerof the Company (to present)

600 shares[Significant concurrent positions]
President, LaCrosse Footwear, Inc.
[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 assumed the position of President of LaCrosse Footwear, Inc., a U.S. subsidiary inApril 2018. After returning to Japan to strengthen business strategies in Asia in August 2023, he took office as Sales
Department Manager in October 2023, and was appointed Managing Director in April 2024. He has been nominated asa candidate for Director because he is expected to be able to continuously perform his responsibilities due to hisabundant experience and past achievements.

-5-CandidateNo.

Name(Date of birth)

Past experience, positions, and responsibilities[significant concurrent positions]Oct. 1992
Dec. 1996
May 2007
Apr. 2009
Feb. 2016

Kiyoshi Katsunuma(July 6, 1963)

July 2019(Reappointment)
Dec. 2022

3

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)

Number of sharesof the Companyheld

90,000 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.
Apr. 1989
May 1991
May 2009
Takashi Kikuchi(September 4, 1968)(Reappointment)
4

Joined Boutique TAKEO NISHIDA
Joined the Company
Director, Design, and Product Development
Department Manager of the Company
Jan. 2015
Director in charge of design and productdevelopment and sales promotion of theCompanyOct. 2019
Director in charge of design and productdevelopment, sales promotion, and production
control of the Company (to present)[Significant concurrent positions]-9,000 shares[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 hisresponsibilities due to his abundant experience and past achievements.

-6-Candidate
No.

Name
(Date of birth)

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

5

Yasuo Ishii(November 3, 1971)

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

May 2022
Dec. 2022

Joined Itokin Co., Ltd.
Joined the Company
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
Director, Accounting Department Manager ofthe Company
Director, Corporate Planning Office Manager ofthe Company (to present)

Number of sharesof the Company
held12,600 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 beingseconded 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 became involved in management as Director and in December of the same year, hetook office as Corporate Planning Office Manager. He has been nominated as a candidate for Director because he isexpected to be able to continuously perform his responsibilities due to his abundant experience and past achievements.
(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 CommitteeMembers) 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.

-7-(Reference) Structure of the Board of Directors [planned for May 28, 2024 and onwards]
The Company expects each candidate for Director and each Director who is an Audit & Supervisory Committee
Member to fully exercise their abilities based on their experience accumulated so far.
NameDirectors

Corporate
ManageSales &ment & Marketing
Strategy

Minoru Noguchi(Male)●●Kiichiro Hattori(Male)●●Kiyoshi Katsunuma(Male)●

Takashi Kikuchi(Male)●Yasuo Ishii(Male)IT

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

●

●

●

●

Experienced
Tadashi Matsuoka
in a different(Male)●Directorscompany
Outsidewho areExperienced
Taio Sugahara
Audit &in a different(Male)●Supervisory
company
OutsideCommittee
Experienced
Members Kou Toyoda
in a different(Male)●
company
Outside(Note) The table does not represent all the skills possessed by each Director.

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