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: 3395
June 10, 2024
(Start date of electronic provision measures: June 4, 2024)
To our shareholders:
Yuki Fujikawa
Representative Director and PresidentSaint Marc Holdings Co., Ltd.
173-104, Hirata, Kita-ku, Okayama-shi

Notice of the 33rd Annual General Meeting of Shareholders
We are pleased to announce the 33rd Annual General Meeting of Shareholders of Saint Marc Holdings Co., Ltd. (the“Company”) will be held as set forth below.
When convening this General Meeting of Shareholders, the Company has taken measures for electronically providing
information contained in the reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format. Please access either ofthe websites below to view the information.
[The Company’s website]
https://www.saint-marc-hd.com/hd/ir/ (in Japanese)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/3395/teiji/ (in Japanese)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Saint Marc Holdings” in “Issue name(company name)” or the Company’s securities code “3395” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights via the internet or in writing(by mail). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by Tuesday, June 25, 2024, at 6:00 p.m. (JST).

-1-1. Date and Time: Wednesday, June 26, 2024, at 11:00 a.m. (JST)(The start time has changed. Please avoid any mistake regarding the time.)
2. Venue:
OKAYAMA MIRAI HALL (AEON MALL Okayama, 5th floor)
AEON MALL Okayama, 5th floor, 1-2-1, Shimoishii, Kita-ku, Okayama-shi(Please note that the meeting will be held in a different venue from that in the previous year.)
3. Purpose of the Meeting
Matters to be reported
1. Report on the Business Report and the Consolidated Financial Statements and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 33rd
fiscal year (from April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 33rd fiscal year (from April 1, 2023 to March
31, 2024)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Eleven Directors

If you are attending the meeting in person, please hand in the voting form at the reception desk.
If any revisions are made to the matters for which measures for providing information in electronic format are to be taken, a notice ofthe revisions and the details of the matters before and after the revisions will be posted on the aforementioned websites on the internet.

-2-

Reference Documents for the General Meeting of Shareholders

Proposal No. 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividend
The Company has given consideration to matters including the business performance of the fiscal year and futurebusiness development, and it proposes to pay a year-end dividend for the 33rd fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Matters concerning the allotment of dividend property and the aggregate amountThe Company proposes to pay a dividend of ¥25 per common share of the Company.
In this event, the total dividend amount will be ¥510,779,250. Accordingly, the annual dividend per sharewill be ¥50 including the interim dividend of ¥25 per share distributed in December 2023.
(3) Effective date of dividend of surplus
The effective date of the dividend will be June 27, 2024.

-3-

Proposal No. 2:

Election of Eleven Directors

The terms of office of all eleven Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of eleven Directors (including five outside Directors).
The candidates for Director are as follows:
Candidate
Name
No.
1
Yuki Fujikawa

Position and responsibility in the Company

2

Atsushi Namba

3
4
5
6

Takafumi Iida
Hirofumi Hitosugi
Takahisa Shimotsukasa
Atsuhiro Okamura

Representative Director and President
Director in charge of human resources development and risk
complianceDirector and General Manager of Merchandising Division
Director and General Manager of Store Development Division
Director and General Manager of Information Systems Division
Director and General Manager of Administration Division7

Masafumi Nakagawa

Director

8

Katsushi Watanabe

Director

9

Shinya Kitagawa

Director

10

Mayuko Hara

Director

11

Rei OhDirector-4-

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2011
Apr. 2019

Yuki Fujikawa(December 18, 1988)
Reelection

Dec. 2019

June 2020

1
Jan. 2022

2

Joined Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.
Joined the Company; Department Manager incharge of IR of Administration Division
Executive Officer and Deputy Manager of
President’s Office (currently, Corporate
Planning Office)Director and General Manager of President’s
Office (currently, Corporate Planning Office)Representative Director and President (current
position)

Number of theCompany’s shares
owned

13,185

Reasons for the election
As the Representative Director and President of the Company, the Company judges that he is the right person to carryout decision-making on important matters involved in management of the Company and supervision of its business
operations properly and appropriately in light of his career and practical experience at a broker-dealer, as well as theabundant expertise and broad insight cultivated by assisting the President as the Director and General Manager of the
Corporate Planning Office at the Company. Accordingly, the Company continues to propose his election as a Director.
Dec. 2007
Joined Deloitte Touche Tohmatsu (currently,
Deloitte Touche Tohmatsu LLC)
June 2012
Joined the Company
Apr. 2013
Manager in charge of public relations & IR of
Administration Division
Sept. 2013
Registered as a certified public accountant(current position)
Apr. 2017
General Manager of Administration
Atsushi Namba
Department, Administration Division of the(September 9, 1978)
16,285Company
Apr. 2018
Executive Officer and General Manager ofReelection
Administration Department, Administration
DivisionAug. 2018
Executive Officer and General Manager of
Administration Division
June 2020
Representative Director and President
Jan. 2022
Director in charge of human resources
development and risk compliance (current
position)
Reasons for the election
He has served as the person in charge of the public relations & IR department of the Company, as well as a director andcorporate auditor of the subsidiaries, and as the Representative Director and President of the Company, he has a wealthof experience and a wide range of insights because he has performed decision-making on important matters involved inmanagement of the Company and supervision of its business operations properly and appropriately. Accordingly, theCompany continues to propose his election as a Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
May 2003
Apr. 2009
Apr. 20123

Takafumi Iida
(June 29, 1967)

Apr. 2017

Reelection

Dec. 2019

June 2020

45

Joined SAITA KOUGYOU. CO., LTD.
Joined MAGNA INC.
Joined the Company
General Manager of Merchandising Department
2
Executive Officer and General Manager ofMerchandising Department 2
Executive Officer and Deputy General Manager
of SSC Division (currently, Merchandising
Division)
Director and General Manager of SSC Division(currently, Merchandising Division) (current
position)

Number of theCompany’s shares
owned

7,400

Reasons for the election
He has served as the Director and General Manager of the Merchandising Division of the Company, and has experienceand extensive insight in store facilities and overall marketing, including kitchen equipment development andmaintenance in the whole Group. Accordingly, the Company continues to propose his election as a Director.
Apr. 1992
Joined SPACE CO., LTD.
Mar. 2015
Joined the Company
Apr. 2015
Manager in charge of design of Store
Development Division
Hirofumi Hitosugi(March 11, 1970)
Apr. 2018
Department Manager in charge of design of
8,579
Store Development Division
Reelection
Dec. 2019
Executive Officer and Deputy General Manager
of Store Development Division
June 2020
Director and General Manager of Store
Development Division (current position)
Reasons for the election
He has served as the Director and General Manager of the Store Development Division of the Company, and plays animportant role in constructing the foundation of our growth because he has experience and extensive insight indevelopment of store locations and store building design for all types of stores in the Group. Accordingly, the Company
continues to propose his election as a Director.
Apr. 1989
Joined Japan Exlan Co., Ltd.
Sept. 2001
Joined Synform Co., Ltd.
Dec. 2011
Joined the Company; Executive Officer andGeneral Manager of Information Systems
Takahisa Shimotsukasa
Department, SSC Division (currently,(December 10, 1964)
8,941
Merchandising Division)
Reelection
Apr. 2020
Executive Officer and General Manager ofInformation Systems Division
June 2020
Director and General Manager of Information
Systems Division (current position)
Reasons for the election
He has served as the Director and General Manager of the Information Systems Division of the Company and has
experience and extensive insight in the area of information systems and information infrastructures of the whole Group.
Accordingly, the Company judges that he is the right person as a manager of IT-related departments to oversee theinformation processing department such as the construction and supervision of our information security operations, andcontinues to propose his election as a Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Dec. 2004
May 2008

Atsuhiro Okamura(November 8, 1976)

Sept. 2013
Apr. 2017

Reelection
6

Dec. 2019
June 2020

7

Joined KPMG AZSA & Co. (currently, KPMG
AZSA LLC)
Registered as a certified public accountant(current position)
Joined the Company; Manager in charge offinancial affairs of Administration Division
Department Manager in charge of financial
affairs and IR of Administration Division
Executive Officer and Deputy General Manager
of Administration Division
Director and General Manager of
Administration Division (current position)

Number of theCompany’s shares
owned

10,985

Reasons for the election
He has served as Director and General Manager of the Administration Division of the Company and has experience incorporate information disclosure including financial affairs and IR, and abundant expertise as a certified public
accountant. Accordingly, the Company judges that he is the right person to play the role of overseeing theAdministration Division, and continues to propose his election as a Director.
Apr. 1996
Joined Chuo Audit Corporation
Apr. 1999
Registered as a certified public accountant(current position)
July 2007
Joined Kyoto Audit Corporation (currently,
PricewaterhouseCoopers Kyoto)
June 2009
Partner of Kyoto Audit Corporation (currently,
Masafumi Nakagawa
PricewaterhouseCoopers Kyoto)(February 22, 1974)
July 2011
Representative of Nakagawa CPA Office
5,076
Reelection(current position)
OutsideSept. 2011
Registered as a certified public tax accountant
Independent(current position)
June 2014
Director of the Company (current position)
June 2015
Audit & Supervisory Board Member ofHaruyama Trading Co., Ltd. (currently,
Haruyama Holdings Inc.)
June 2023
Director (current position)
Reasons for the election and outline of the role expected
He has extensive knowledge as a certified public accountant and a wealth of experience in many companies throughimplementing accounting audits and consulting services. He has never in the past been involved in the management of acompany except as an outside officer. However, we judge that he will reflect the broad knowledge and wealth ofexperience mentioned above in the management of the Company to give us proper advice and supervision, and propose
his election as an outside Director. Moreover, we expect that he will appropriately deliberate on matters related toappointment and dismissal of Directors and Audit & Supervisory Board Members, and remuneration proposals as
chairperson of the Nomination and Compensation Committee, which is a voluntary committee of the Company,
together with his involvement in construction of the highly transparent governance structure from an independent,
objective, and neutral position. At the conclusion of this meeting, his tenure as outside Director of the Company will
have been ten years.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1995

8

9Number of theCompany’s shares
ownedRegistered as an attorney at law with the
Okayama Bar Association (current position)
Apr. 1995
Joined Kazumori Yamashita Law Office
Katsushi Watanabe
Apr. 1998
Head of Katsushi Watanabe Law Office(August 29, 1965)(current position)
423
Apr. 2007
Vice Chairman of Okayama Bar Association
Reelection
Dec. 2009
Commissioner of Board of Education,
OutsideOkayama City
Independent
Sept. 2012
Superintendent of Schools of Board of
Education, Okayama City
June 2017
Director of the Company (current position)
Reasons for the election and outline of the role expected
He has extensive knowledge and legal experience as a lawyer. He has never in the past been involved in the
management of a company except as an outside officer. However, we judge that he will reflect the broad knowledge andwealth of experience mentioned above in the management of the Company to give us proper advice and supervision,and propose his election as an outside Director. Moreover, we expect that he will appropriately deliberate on mattersrelated to appointment and dismissal of Directors and Audit & Supervisory Board Members, and remuneration
proposals as a member of the Nomination and Compensation Committee, which is a voluntary committee of theCompany, together with his involvement in construction of the highly transparent governance structure from an
independent, objective, and neutral position. At the conclusion of this meeting, his tenure as outside Director of theCompany will have been seven years.
Apr. 2003
Joined Masayasu Kitagawa Office
Oct. 2008
Special Project Leader for Management
Planning, President’s Office of FAGIANO
Okayama Sports Club Co., Ltd.
Apr. 2017Manager of Hometown Promotion
Shinya Kitagawa(Corporation) Department(April 15, 1978)
Feb. 2018
Director and Manager of Hometown Promotion
153(Corporation) Department
Reelection
OutsideMar. 2018
Director and President
Independent
Feb. 2019
Representative Director and President
June 2022
Director of the Company (current position)
Mar. 2024
Representative Director and Chairman of
FAGIANO Okayama Sports Club Co., Ltd.
(current position)
Reasons for the election and outline of the role expected
He has served as Representative Director and President of FAGIANO Okayama Sports Club Co., Ltd. since February
2019, and Representative Director and Chairman of FAGIANO Okayama Sports Club Co., Ltd. since March 2024, andhas abundant experience and extensive knowledge as a manager. We judge that he will reflect the abundant experienceand knowledge mentioned above in the management of the Company to give us proper advice and supervision, andpropose his election as an outside Director. We expect he will contribute to strengthening the management structure andbe involved in construction of a highly transparent governance structure to secure enhancement of the mid-and longterm enterprise value from an independent, objective, and neutral position. At the conclusion of this meeting, his tenure
as outside Director of the Company will have been two years.

-8-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 19891011

Notes:

1.
2.
3.

4.

Number of theCompany’s shares
ownedJoined Häagen-Dazs Japan, Incorporated.
Assigned to Store Development Department
Oct. 2002
Joined ChuoAoyama Audit Corporation(currently, MISUZU Audit Corporation)
Jan. 2007
Registered as a certified public accountant(current position)
Aug. 2007
Joined Deloitte Touche Tohmatsu (currently,
Deloitte Touche Tohmatsu LLC)
Mayuko Hara
Apr. 2012
Joined the government of the City of Osaka(June 3, 1965)
Assigned to Audit Department, Secretariat to115
Administrative Commissions
Reelection
OutsideApr. 2017
Representative of Hara CPA Office (current
Independent
position)
June 2019
Audit & Supervisory Board Member of
PALTAC CORPORATION
Sep. 2022
Director of &Do Holdings Co., Ltd. (current
position)
June 2023
Director of the Company (current position)
Apr. 2024
Representative Audit Committee Member of
Sakai City (current position)
Reasons for the election and outline of the role expected
She has extensive knowledge and wealth of accounting experience as a certified public accountant. She has never in thepast been involved in the management of a company except as an outside officer. However, we expect that she willreflect the broad knowledge and experience of working for a food service company running many branches mentioned
above in the management of the Company to give us proper advice and supervision, and we have judged that she is also
appropriate from the perspective of promoting diversity. Accordingly, the Company proposes her election as an outside
Director. We expect she will contribute to strengthening the management structure and be involved in construction of ahighly transparent governance structure to secure enhancement of the mid-and long-term enterprise value from an
independent, objective, and neutral position. At the conclusion of this meeting, her tenure as outside Director of theCompany will have been one year.
Apr. 2015
Joined A.T. Kearney
Mar. 2017
Joined Recruit Holdings Co., Ltd.
Apr. 2019
Joined STRIPE DEPARTMENT CO., LTD.
Rei OhAug. 2019
Joined STRIPE INTERNATIONAL INC.
(December 30, 1992)
June 2020
Joined Adastria Co., Ltd.
–
Reelection
Apr. 2022
Joined Fanfare Inc.
OutsideJune 2022
COO
Independent
June 2023
Director of the Company (current position)
Mar. 2024
Joined MBS innovation DRIVE inc. (current
position)
Reasons for the election and outline of the role expected
She has extensive knowledge and wealth of experience in BtoC business. She also served as COO of Fanfare Inc., andhas both knowledge and experience in corporate management. We expect that she will reflect the broad knowledge andwealth of experience mentioned above in the management of the Company to give us proper advice and supervision,
and we have judged that she is also appropriate from the perspective of promoting diversity. Accordingly, the Company
proposes her election as an outside Director. We expect she will contribute to strengthening the management structure
and be involved in construction of a highly transparent governance structure to secure enhancement of the mid-and
long-term enterprise value from an independent, objective, and neutral position. At the conclusion of this meeting, her
tenure as outside Director of the Company will have been one year.
There is no special interest between any of the candidates and the Company.
Masafumi Nakagawa, Katsushi Watanabe, Shinya Kitagawa, Mayuko Hara and Rei Oh are candidates for outside Director.
The Company has submitted notification to Tokyo Stock Exchange that Masafumi Nakagawa, Katsushi Watanabe, Shinya
Kitagawa, Mayuko Hara and Rei Oh have been designated as independent officers as provided for by the aforementioned
exchange. If each of them is elected, we will report them as independent officers.
The Company has concluded a Directors and Officers Liability Insurance contract as stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company, and an outline of details of the insurance contract is that the insurance-9-company promises to pay compensation under the said insurance contract for damage arising from the insured bearing
liability in relation to the execution of duties or the receipt of a demand pursuing such liability. Each candidate for Director
who will be reelected is already insured by the insurance. In addition, the insurance contract will be renewed on the sameterms at the next renewal.
5. Mayuko Hara’s name on the family register is Mayuko Arima.
6. Rei Oh’s name on the family register is Rei Miki.

- 10 -

(Reference) Skill matrix of Directors and Audit & Supervisory Board Members
The following is the skill matrix of Directors and Audit & Supervisory Board Members in the event that Proposal
No. 2 is approved as proposed.
Position in the Company

Name

Gender Outside officer

Representative Director
Yuki Fujikawa
Maleand President
Male
Director
Atsushi Namba
Male
Director
Takafumi Iida
Male
Director
Hirofumi Hitosugi
Takahisa
Director
Male
Shimotsukasa
Male
Director
Atsuhiro Okamura
Director
Masafumi Nakagawa Male
Male
Director
Katsushi Watanabe
Male
Director
Shinya Kitagawa
FemaleDirector
Mayuko Hara
FemaleDirector
Rei OhFull-time Audit &Supervisory Board
Tsukasa Togashi
Male
MemberAudit & Supervisory
Kazuyoshi Fukuhara
Male
Board Member
Audit & Supervisory
Miki Kimura
FemaleBoard Member

Position in the Company

Name

GenderRepresentative Director
Yuki Fujikawa
Maleand President
Male
Director
Atsushi Namba
Male
Director
Takafumi Iida
Male
Director
Hirofumi Hitosugi
Takahisa
Director
Male
Shimotsukasa
Male
Director
Atsuhiro Okamura
Director
Masafumi Nakagawa Male
Male
Director
Katsushi Watanabe
Male
Director
Shinya Kitagawa
FemaleDirector
Mayuko Hara
FemaleDirector
Rei OhFull-time Audit &Supervisory Board
Tsukasa Togashi
Male
MemberAudit & Supervisory
Kazuyoshi Fukuhara
Male
Board Member
Audit & Supervisory
Miki Kimura
FemaleBoard Member

Independent
officer

Corporate
management

Marketing &store
development

Finance &accounting

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IT & DX

Personnel &labormanagement,
and human
resource
development〇〇〇

Legal & risk
management

〇

〇

〇

Sustainability& ESG

Global

〇

〇

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- 11 -〇