To Our Shareholders

My name is ONO Keiichi, and I assumed the position of President and Representative Executive Officer from March of this year.

I express our deepest gratitude and appreciation for your continued support.

I would like to announce to you all that our 17th Annual Shareholders Meeting will be held on Thursday, May 23, 2024.

ONO Keiichi

President and Representative Executive Officer

J. FRONT RETAILING Co., Ltd.

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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, 2024

To All Shareholders

YOSHIMOTO Tatsuya

Director and Executive Officer

J. FRONT RETAILING Co., Ltd.

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

Notice of Convocation of the 17th Annual Shareholders Meeting

You are hereby notified that the 17th Annual Shareholders Meeting of J. FRONT RETAILING Co., Ltd. (hereinafter the "Company") will be held at the time and place indicated below.

When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the websites below. Please access one of these websites to review the information.

Company's website: https://www.j-front-retailing.com/english/ir/stock/meeting.html

Website for Annual Shareholders Meeting informational materials: https://d.sokai.jp/3086/teiji (in Japanese)

Date and Time: Thursday, May 23, 2024, at 10:00 a.m. (JST) (Reception opens at 9:30 a.m.)

Venue:Otemachi Mitsui Hall, 3F Otemachi One, MITSUI & CO. Building 2-1, Otemachi 1-chome,Chiyoda-ku, Tokyo

Purpose of the meeting:

Matters to be reported: 1. Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the 17th fiscal year (from March 1, 2023 to February 29, 2024)

2. Audit reports of the Accounting Auditor and the Audit Committee on Consolidated Financial Statements for the 17th fiscal year

Matters to be resolved: Proposal: Election of Ten (10) Directors

Decisions made for convocation:

Please refer to Guide to the Exercise of Voting Rights on page 5.

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Important notes concerning the Annual Shareholders Meeting informational materials

  • Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the matters below are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. The Financial Auditor and the Audit and Committee have audited the documents subject to audit, including the matters below.
    1. (Reference) Gross sales by company, store and product of the Department Store Business (ii) (Reference) Tenant transaction volume (on a gross basis) by PARCO store in the SC Business (iii) Major businesses (iv) Major business locations (v) Status of employees (vi) Matters relating to Accounting Auditor (vii) Systems to Ensure the Appropriateness of Operations (viii) Operational status of systems to ensure the appropriateness of operations (ix) Basic policy regarding control of the Company (x) Consolidated Financial Statements (xii) Balance Sheet
    1. Statement of Income (xiii) Statement of Changes in Equity (xiv) Non-consolidated Financial Statements (xv) Audit Report of Independent Auditors Concerning the Consolidated Financial Statements (Copy) (xvi) Audit Report of Independent Auditors (Copy) (xvii) Audit report of Audit Committee Members (Copy)
  • If revisions are made to the matters provided electronically, a notice of the revisions and the details of the matters before and after the revisions will be posted on the abovementioned websites and the Annual Shareholders Meeting informational materials website.

Company website: https://www.j-front-retailing.com/english

Please access the Company's website using the above URL, go to the page for the Shareholders

Meeting by clicking the banner "The 17th Annual Shareholders Meeting," and check the Annual

Shareholders Meeting informational materials listed under "The 17th Annual Shareholders Meeting."

Website for Annual Shareholders Meeting informational materials:

https://d.sokai.jp/3086/teiji (in Japanese)

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For details, please refer to "Information regarding the Engagement Portal online site for the Annual Shareholders Meeting" on page 6, or the attached "Information regarding the Live Streaming of the Annual Shareholders Meeting and Acceptance of Questions in Advance."

Process of the Annual Shareholders Meeting

Before the Annual Shareholders Meeting

1. Read the Annual Shareholders Meeting informational materials.

On the Internet (via PC, smartphone, etc.), check "Notice of Convocation of the 17th Annual Shareholders Meeting" and "17th Annual General Shareholders Meeting: Other Matters for Which Information is Provided in Electronic Format (Matters for Which Document Provision is Omitted)."

Company's website: https://www.j-front-retailing.com/english/ir/stock/meeting.html

Website for Annual Shareholders Meeting informational materials: https://d.sokai.jp/3086/teiji (in Japanese)

2. Exercise voting rights in advance.

Exercise deadline: Received by 6:00 p.m. on Wednesday, May 22, 2024 (JST) Convenient exercise of voting rights by smartphone is recommended.

For details, please refer to "Guide to the Exercise of Voting Rights" on page 5.

3. Ask questions in advance.

Question deadline: Received by 6:00 p.m. on Thursday, May 16, 2024 (JST)

We will accept questions in advance from shareholders on the Annual Shareholders Meeting online website. For details, please refer to "Information regarding the Engagement Portal online site for the Annual Shareholders Meeting" on page 6, or the attached "Information regarding the Live Streaming of the Annual Shareholders Meeting and Acceptance of Questions in Advance."

On the Day of the Annual Shareholders Meeting (Thursday, May 23, 2024)

1.

Persons attending the venue in person

Venue:

Otemachi Mitsui Hall, 3F Otemachi One, MITSUI & CO. Building

2-1, Otemachi 1-chome,Chiyoda-ku, Tokyo

If you need special accommodations at the venue, please contact us using the inquiry form below by 6:00

p.m. on Thursday, May 16, 2024 (JST).

[https://www.j-front-retailing.com/ir/inquiry.html (in Japanese)]

Time:

10:00 a.m. (JST) (Reception opens at 9:30 a.m.)

Please submit the voting form at the reception desk for the meeting.

2. Persons attending via live streaming

Streaming time: From 10:00 a.m. to the closing time of the Annual Shareholders Meeting

The Annual Shareholders Meeting will be live streamed via the Internet for you to view the proceedings of the meeting at home or other locations.

After the Annual Shareholders Meeting

View proceedings of the Annual Shareholders Meeting (Post-streaming video)

View a summary of Q&A

See the results of the resolutions

On smartphones

On PCs

https://www.j-front-retailing.com/english/ir/stock/meeting.html

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Guide to the Exercise of Voting Rights

If you do not attend the meeting in person, you can exercise your voting rights via the Internet or in writing (post), so please exercise your voting rights in advance by either of the following methods.

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).
  2. Follow the directions that appear on the screen to input approval or disapproval to each proposal. *"QR code" is a registered trademark of DENSO WAVE INCORPORATED.

How to enter login ID and temporary password

Voting website: https://evote.tr.mufg.jp/ (in Japanese)

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

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)

To institutional investors

  • To exercise voting rights at this meeting, institutional investors can use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.
  • Institutional investors who hold shares in the names of trust banks, etc. and do not hold shares in their own names will be allowed to enter the venue and attend the Annual Shareholders Meeting on condition that they have fulfilled the requirements and procedures provided for in the Company's Articles of Incorporation and Share Handling Regulations.

Handling of Exercise of Voting Rights

  • If a shareholder does not indicate approval or disapproval for a proposal on the voting form, it will be deemed that the shareholder intended to approve the proposal.
  • If a shareholder exercises his/her voting rights both by written form and electromagnetic means, only the exercise of voting rights by electromagnetic means shall be treated as valid. If the same shareholder exercises his/her voting rights by an electromagnetic means more than once, only the last exercise of voting rights shall be treated as valid.

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Information Regarding the Engagement Portal Online Site for the Annual Shareholders Meeting

"Engagement Portal" online site for the Annual Shareholders Meeting: https://engagement-portal.tr.mufg.jp/ (in Japanese)

From this site, you can view the live streaming of the Annual Shareholders Meeting and submit questions in advance.

Prepare the "Login ID" and "Password" indicated on the voting form and access the above Engagement Portal online site for the Annual Shareholders Meeting.

  1. Login ID: 0007 + Shareholder Number (12-digit number without a hyphen) shown on the voting form, etc.
  2. Password: Postal code + 2024 (11-digit number without a hyphen) of the address registered in the shareholders' register as of February 29, 2024

1. Guide to viewing live streaming of the meeting

Live streaming start time:

10:00 a.m. on Thursday, May 23, 2024

  1. Enter your "Login ID" and "Password" on the login screen, confirm the Terms of Use and check the "I agree to the Terms of Use" checkbox if you agree, then click the "Login" button.
  2. After logging in, click the "View Live Streaming of the Meeting" button, confirm the Terms of Use and check the "I agree to the Terms of Use" checkbox if you agree, then click "View."

*Please be sure to make a note of your Login ID and Password before mailing in your voting form by postal service. If you forget your ID and/or password, please contact us at the contact number listed "Contact information for inquiries about the Annual Shareholders Meeting online site" on page 7.

(Note)

The postal code used for (ii) "Password (Postal code+2024)" may differ from the postal code printed on the voting form (because the password does not reflect information such as a change of address made after the record date of the Annual Shareholders Meeting or a mailing address designated for the voting form to be sent). Shareholders residing outside Japan who have designated a standing proxy are requested to enter the postal code of the proxy.

(Important notice)

  1. Due to unavoidable circumstances, there is a possibility that we may not be able to conduct the live streaming. In such a case, a notice will be posted on the Company's website (https://www.j-front- retailing.com/).
  2. Shareholders viewing the live streaming are not considered to be attending the Annual Shareholders Meeting under the Companies Act, and therefore, will not be able to exercise their voting rights or make any comments, including questions on the day. Please exercise your voting rights in advance by following the instructions on page 5 on this Notice of Convocation.
  3. Please note that viewing will be limited to shareholders only, and viewing by proxies is not permitted.
  4. Filming, recording, storing, or publishing on social networking sites, etc. of the live streaming is strictly prohibited.

2. Information about acceptance of advance questions

Deadline for receipt of questions: by 6:00 p.m. on Thursday, May 16, 2024

We will accept questions regarding the purpose of this Annual Shareholders Meeting prior to the holding of the meeting. Among the questions asked, we plan to answer those of particularly high interest to our shareholders during the meeting. Please note that we will not be able to guarantee responses to questions nor respond to individual inquiries.

  1. Please click the "Question in advance" button displayed on the screen after logging in to the Annual Shareholders Meeting online site.
  2. Select a category for your question, enter the question, confirm the Terms of Use and check the "I agree to the Terms of Use" checkbox if you agree, then click the "Confirm" button.
  3. Confirm the contents of your question, etc., and then click the "Send" button.

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(Contact information for inquiries about the Annual Shareholders Meeting online site) Mitsubishi UFJ Trust and Banking Corporation

Dedicated support line for the "Engagement Portal"

(Toll free) 0120-676-808

Service period

From 9:00 a.m. to 5:00 p.m. on weekdays, excluding Saturdays, Sundays, national holidays, etc. (However, on the day of the Annual Shareholders Meeting, from 9:00 a.m. to the end of the meeting)

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Greetings from the new President and Representative Executive Officer

Clarifying our vision of the future to improve corporate value:

Providing new value through "Co-creation"

The Company fully recovered from the COVID-19 pandemic in the FY2023 due to the steady implementation of the previous Medium-term Business Plan. Looking to the future, however, there are many challenges to address. I took over as representative of the J. Front Retailing Group (hereinafter the "Group") in March of this year, and I recognize that my role is to promote bold transformations with a medium- to long-term perspective.

The first step is our new Medium-term Business Plan that I will explain in the next pages. As well as further refining our core retail business, we will advance initiatives to maximize synergies, such as formulating and promoting Group customer strategies, promoting collaboration within and outside the Group in key areas represented by the Nagoya's Sakae area, and owning in-house contents for future growth.

To realize the Group Vision to "Create and Bring to Life 'New Happiness,'" we will expand the circle of co-creation with our stakeholders and evolve into a corporate group that continues to provide new value.

(1)

In preparation for the new Medium-term Business Plan

P9

(2)

Management direction looking ahead to 2030

P9

(3)

Summary of the new Medium-term Business Plan

P10

(4)

Our corporate governance

P12

ONO Keiichi

President and Representative Executive Officer

J. FRONT RETAILING Co., Ltd.

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1 In preparation for the new Medium-term Business Plan

Review of the previous Medium-term Business Plan: full recovery from the COVID-19 pandemic and building a foundation for regrowth

Although the impact of COVID-19 lasted longer than expected in our previous Medium-term Business Plan, we steadily but surely implemented strategies including large-scale renovations and digitalization in our mainstay Department Store Business and Shopping Center Business (hereinafter "SC Business"), in order to keep up with demand recovery such as expansion of the affluent market and diversification of the inbound market. In addition, by incorporating management structure reforms such as reduction of fixed costs, we were able to restore consolidated operating profit to pre-COVID-19 levels and significantly improve our financial standing by reducing interest-bearing liabilities.

At the same time, looking towards regrowth for 2030, we developed a medium- to long-term plan for our developer strategy and established J. Front City Development Co., Ltd., an operating company for implementing the plan. From the perspective of transforming our business portfolio, we worked on entering the esports field, establishing funds and improving management efficiency by critically evaluating each Business.

2 Management direction looking ahead to 2030

To realize the Group Vision to "Create and Bring to Life 'New Happiness,'" we promote corporate activities based on sustainability management, which focuses on addressing environmental and social issues and seeking solutions through business.

We recognize that our strengths lie in our fine customer base and store real estate mostly in major cities in Japan, connections and trust with all stakeholders, and commercial production capabilities and discernment developed through department stores and PARCO.

In setting our future management direction, we have redrawn our "Vision for 2030" based on these strengths and the changes in the business environment that we consider important. The Company aims to evolve into a "value co-creating retailer group" that continues to provide "three co-creation values" with the retail business (Department Store Business and SC Business) at its core.

  1. Changes in the business environment that surrounds us
    • Generational shift in the major market segments, advance of globalization (inbound demand, etc.)

Consumption

Growing desire for "connections through empathy, support, and trust" that replenish

the soul

Further raise in awareness of "circulation" from the cycle of production and

consumption

Declining population and growing income inequality in Japan

Market

Renewal of urban functions and the progression of consolidation and urban

development

Reduced workforce in regional economies, increased interest in unique regional

traditions and cultures

Progress of climate change and other environmental issues, emergence of

Society

geopolitical risks

People and communities becoming less connected, growing digital communities

Deepening labor shortages, greater emphasis on self-realization and social

contribution in choosing a job

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2) Vision for 2030

(i) Three co-creation values, materiality

Based on our existing strong points, we will continue to provide three co-creation values by expanding the circle of "co-creation" with all stakeholders including customers, without being confined to conventional frameworks.

Three co-creation values

Emotional co-creation:

Creating and sharing excitement together with customers and

employees

Regional co-prosperity:

Boosting the appeal of the region and becoming an indispensable part

of the community

Environmental coexistence:

Fostering a culture where everyone can contribute to building a

society that lives in harmony with the environment

We have reviewed materiality based on these three co-creation values and identified five themes. By implementing initiatives integrated with business strategies, we will realize sustainable growth of the company and "Well-Being Life (both mentally and physically fulfilling life)" for all our stakeholders.

(ii) Strategic direction

Evolve into a "value co-creating retailer group" that continues to provide the three co-creation values with overwhelming support from a "premium and aspirational consumer group*" both in and outside Japan

  • Premium and aspirational consumer group: all consumers favor high-quality, exciting consumption and experiences that meet their preferences and values

To achieve these, we will strengthen our retail business (Department Store Business & SC Business) and pursue group synergies in the three domains of "customers," "areas," and "contents" in an aim to achieve substantial growth.

3 Summary of the new Medium-term Business Plan

(1) Positioning and key strategies

This Medium-term Business Plan is positioned as a "period of transformation" to ensure substantial growth towards achieving our Vision for 2030. We will expand our upfront investment for realizing group synergies and our growth strategy investment while generating profits primarily through our mainstay retail business. As part of this, we will focus on "strengthening the retail business" and "evolving group synergies as key strategies."

Key strategy: strengthening the retail business

  1. Expansion of domestic and international customer base
    Strengthening of out-of-store sales at department stores (expansion of services for customers, broadening of activities, etc.), acquisition of members through the issuance of a new card at PARCO, and establishment of strong ties with overseas customers through partnerships with international companies, particularly in Asia
  2. Improvement of appeal of customer contact points
    Establishing competitive advantages through major renovations centered on flagship stores, expanding customer contact points using digital technologies (improvements and updates of apps and dedicated website for department store customers, etc.)
  3. Content enhancement for the premium and aspirational consumer group
    Further strengthening of categories with strengths (department stores: luxury, watches, art; PARCO: Japanese pop culture), introduction of brands to PARCO in collaboration with department stores

Key strategies: evolving Group synergies

  1. Expansion of the Group customer base
    Expansion of the Group customer base through simplification of card issuance operations at GINZA SIX, PARCO, etc., developing Group customer strategy to promote customer collaboration across businesses and stores
  2. Maximization of area value
    Promotion of area management initiatives by taking advantage of the opening of a commercial complex in the Nagoya's Sakae area through the developer business, strengthening investments in developer projects to implement development plans in priority areas*

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J.FRONT Retailing Co. Ltd. published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 14:25:14 UTC.