J Front Retailing : Notice of Convocation of the 12th Annual Shareholders Meeting (659.3 KB)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.

J. FRONT RETAILING Co., Ltd. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

[Securities code: 3086] May 2, 2019

To Our Shareholders

YAMAMOTO Ryoichi,

Director, President and Representative

Executive Officer

J. FRONT RETAILING Co., Ltd.

10-1, Ginza 6-chome,Chuo-ku, Tokyo

Notice of Convocation of the 12th Annual Shareholders Meeting

You are cordially invited to attend the 12th Annual Shareholders Meeting of J. FRONT RETAILING Co., Ltd. (hereinafter the "Company"). The meeting will be held as described below.

If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet. In each case, you are requested to exercise your voting rights so that your vote is received by 6:00 p.m. on Wednesday, May 22, 2019 (JST).

Details

1.Date and time: Thursday, May 23, 2019, at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.)

2. Venue:

NEW PIER HALL, 11-1, Kaigan 1-chome,Minato-ku, Tokyo

3.Purpose of the meeting:

Matters to be reported: 1. Business Report, Consolidated Financial Statements, and Non-consolidated

Financial Statements for the 12th fiscal year (from March 1, 2018 to February 28, 2019)

2.Audit reports of the Accounting Auditor and the Audit Committee on Consolidated Financial Statements for the 12th fiscal year

Matters to be resolved: Proposal: Election of Thirteen (13) Directors

4.Decisions made for convocation:

Please refer to Guide to the Exercise of Voting Rights on pages 3 to 4.

*If you are attending the meeting in person, please submit the enclosed voting form at the reception of the meeting.

Please note that persons who are not shareholders who can exercise voting rights, such as proxies who are not shareholders, and accompanying persons, will not be admitted. (The accompanying persons of shareholders with disabilities are exempt and will be admitted.)

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Of the documents attached to Notice of Convocation of the Annual Shareholders Meeting, Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are provided on the Company's website in accordance with relevant laws and regulations and Article 16 of the Company's Articles of Incorporation, hence are not indicated on this Notice of Convocation.

Consolidated Financial Statements and Non-consolidated Financial Statements, which have been audited by the Audit Committee and the Accounting Auditor, shall include not only the documents stated in this Notice of Convocation, but also Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements, which are provided on the Company's website.

If any amendments to Reference Materials for Shareholders Meeting, Business Report, Consolidated Financial Statements or Non-consolidated Financial Statements are made, the revised version will be provided on the Company's website.

The Company's website: https://www.j-front-retailing.com/

Please note that no gift will be provided at the Shareholders Meeting or in the live relay venues in Osaka and Nagoya. The Company appreciates your understanding.

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Guide to the Exercise of Voting Rights

Attending the Shareholders Meeting in Person

Please submit the enclosed voting form at the reception of the meeting.

*You do not need to exercise your voting rights either by postal mail or via the Internet.

Attending a live relay venue

The live relay venues are not recognized as the venue of the shareholders meeting under the Companies Act. Please exercise your voting rights either by postal mail or via the Internet before arriving.

If you are unable to attend the meeting in person, please exercise your voting rights by either of the following methods.

Exercising voting rights by postal mail

Please indicate on the enclosed voting form whether you approve or disapprove of the proposal, and return the completed form to us.

Exercise due date: Received by 6:00 p.m. on Wednesday, May 22, 2019 (JST)

To institutional investors

To exercise voting rights at this meeting, institutional investors can use the electronic voting rights exercise platform for institutional investors operated by ICJ, Inc.

Exercising voting rights via the Internet

Please read the following items before exercising voting rights via the Internet.

Exercise due date: Received by 6:00 p.m. on Wednesday, May 22, 2019 (JST)

(Instructions concerning the exercise of voting rights via the Internet) How to scan QR code

You can log in to the voting website without entering your login ID and temporary password printed on the voting form.

1.Scan QR code printed on the voting form (at right).

*"QR code" is a registered trademark of DENSO WAVE INCORPORATED.

2.Follow the directions that appear on the screen to input approval or disapproval to each proposal. The QR code can be used for login only one time.

If you need to exercise your voting rights again or exercise your voting rights without using the QR code, see "How to enter login ID and temporary password."

How to enter login ID and temporary password

Voting website: https://evote.tr.mufg.jp/

1.Access the voting website.

2.Enter the "Login ID" and the "Temporary password" shown on the voting form and click the "Login" button.

3.Set a new password.

4.Follow the directions that appear on the screen to input approval or disapproval to each proposal.

To prevent unauthorized access by parties other than shareholders and the alteration of shareholder votes, shareholders voting via the Internet will be asked to change their "temporary password" on the voting website.

You will receive a new "Login ID" and a new "temporary password" with each convocation notice for a Shareholders Meeting.

If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise of your voting rights via the Internet as effective.

If you exercise your voting rights more than once via the Internet, we will only accept the last exercise of your voting rights as effective. If you exercise your voting rights more than once by using your personal computer, smartphone and mobile phone, we will only accept the last exercise of your voting rights as effective.

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*Fees for accessing the voting website (Internet access fees, telephone charges, packet communication fees, etc.) shall be borne by the shareholder.

*Exercising voting rights via the Internet may not be possible depending on your Internet environment, and settings, including the use of firewall and anti-virus software.

For inquiries about the system, please contact:

Corporate Agency Division (Help Desk) Mitsubishi UFJ Trust and Banking Corporation (Toll free) 0120-173-027

(available 9:00 a.m. - 9:00 p.m., only in Japan)

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Reference Materials for Shareholders Meeting

Proposal and Reference Information

Proposal: Election of Thirteen (13) Directors

The terms of office of all 13 Directors will expire at the conclusion of this Annual Shareholders Meeting.

Accordingly, based on the decision of the Nomination Committee, the Company has made the number of Director candidates 13, and proposes the election of those candidates. The candidates for the Directors are as follows.

Furthermore, of the candidates for Director, please refer to "3. Matters relating to corporate officers," "6. Operation of the Board of Directors," and "7. Operations of each Committee" in the Business Report regarding issues such as the status of activities of five Outside Directors who are proposed for reappointment and status of operations of the Board of Directors and each committee.

The Company's approach to the composition of the Board of Directors

In selecting candidates for the Board of Directors, the Company takes the perspective of strengthening management supervision functions, and, within the scope of the Articles of Incorporation, considers the number and balance of supervisors and executives. With regard to the composition of the Board of Directors by the proposed candidates for Director, the Company has decided to maintain a total of 13 Directors. In order to promote management from a stronger shareholder-oriented perspective and to strengthen the functions of the Company's statutory three committees (nomination, audit, and remuneration committees), the Company has increased the number of Outside Directors by one, resulting in seven Internal Directors and six Outside Directors.

In selecting candidates for Outside Director, the Company selects persons from the point of view of Board diversity who have experience as managers not in the retailing industry that forms the core of the Company's business but in manufacturing and other non-retail industries, and who have expertise in legal and other fields, a global perspective, and M&A experience. With regard to the Audit Committee in particular, the Company has decided to commission the role of Committee Chairperson, previously served by an internal Non- executive Director, to an Outside Director. In selecting new candidates for Director, the Company will prioritize the financial sector experience that is one of the human asset requirements for members of the Audit Committee, as well as abundant knowledge of compliance and ESG.

With regard to candidates for internal Non-executive Directors, wide-ranging practical experience within the Group and specialized knowledge in fields such as finance are standards set by the Company. As for candidates for Directors who engage in business execution, the Company has selected a President and Representative Executive Officer, a person responsible for the Group's core business which is the Department Store and PARCO Businesses, and a Senior Executive General Manager of Financial Strategy Unit who has a high level of knowledge that will enable the execution of strategic financial policies demanded by our shareholders and investors.

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