Isetan Mitsukoshi : Convocation Notice and Meeting Materials for the 16th Ordinary General Meeting of Shareholders

Convocation Notice

Securities Code: 3099

June 3, 2024

Start date of measures for electronic provision: May 24, 2024

To Shareholders with Voting Rights

Toshiyuki Hosoya

President and CEO

Isetan Mitsukoshi Holdings Ltd.

5-16-10, Shinjuku, Shinjuku-ku, Tokyo, Japan

NOTICE OF THE CONVOCATION

OF THE 16TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Please be notified that the 16th Ordinary General Meeting of Shareholders of Isetan Mitsukoshi Holdings Ltd. (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision. Matters subject to electronic provision are posted on the following website as "Notice of the Convocation of the 16th Ordinary General Meeting of Shareholders."

The Company's website: https://www.imhds.co.jp/en/ir/stockholder/meeting.html

In addition to the above, matters subject to electronic provision are also posted on the Tokyo Stock Exchange (TSE) website. Please go to the TSE website (Listed Company Search) below, enter and search for the Company in either the "Issue name (company name)" bar or the "Code" bar, and then select "Basic information," followed by "Documents for public inspection/PR information" in order to view the information.

Tokyo Stock Exchange, Inc. website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing. We ask you to review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6 p.m., Friday, June 21, 2024.

1.	Date and Time:	Monday, June 24, 2024, at 10:00 a.m. (Reception starts at 9:00 a.m.)
2.	Place:	Pegasus Grand Ballroom, 1F, Hilton Tokyo Odaiba
		1-9-1, Daiba, Minato-ku, Tokyo, Japan

* We will not be offering souvenirs. We thank you for your understanding.

3. Agenda of the Meeting: Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 16th term (from April 1, 2023 to March 31, 2024) and the results of audits by the Accounting Auditor and the Audit Committee of the Consolidated Financial Statements
2. The Nonconsolidated Financial Statements for the 16th term (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:
Proposal No. 1:	Appropriation of Surplus
Proposal No. 2:	Election of Nine Directors

• If you are attending the meeting on the day, we ask you to submit the Voting Rights Exercise Form at the meeting venue reception desk.
• In accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company, the following matters are not described in the documents provided to shareholders who requested a paper copy. Accordingly, the documents to be provided to shareholders who requested a paper copy form part of the documents audited by the Audit Committee and the Accounting Auditor when preparing their Audit Reports.

1) Business Report

Matters related to the Group's status

Change in assets and earnings

Principal lines of business

Principal sales and business establishments

Employees

Matters related to the Company shares

Matters related to the stock acquisition rights issued by the Company

Matters concerning Directors and Auditors

Matters concerning External Directors and Outside Corporate Auditors

Outline of limited liability agreements

Outline of directors and officers liability insurance contract

Matters concerning the Independent Auditor

Matters concerning the system to ensure appropriate conduct of business Policies on determination of surplus dividend

Measures regarding corporate governance

2) Consolidated Financial Statements

Consolidated Balance Sheet, Consolidated Statement of Income, Summary of Consolidated Statement of Cash Flow (For Reference), Consolidated Statement of Changes in Net Assets, Notes to Consolidated Financial Statements

3) Nonconsolidated Financial Statements

Nonconsolidated Balance Sheet, Nonconsolidated Statement of Income, Nonconsolidated Statement of Changes in Net Assets, Notes to Nonconsolidated Financial Statements

4) Audit Report

Accounting Auditor's Report Relating to Statutory Reports (Consolidated)

Accounting Auditor's Report Relating to Statutory Reports

Audit Report by the Audit Committee

*In the event of any modification to the matters subject to electronic provision, it will be announced via each of the designated websites.

*Please refer to the information on the following pages on how to exercise your voting rights.

Guide to Exercising Voting Rights

Voting rights at general meetings of shareholders are important rights to be exercised by shareholders. Please review the Reference Documents for the General Meeting of Shareholders described in the matters subject to electronic provision and exercise your voting rights.

1. If you are attending the General Meeting of Shareholders, please submit the Voting Rights Exercise Form at the meeting venue reception desk.
2. If there is no indication of consent/dissent for a proposal on the Voting Rights Exercise Form, this will be deemed as a vote of consent.
3. Please bear in mind that non-shareholding proxies, persons accompanying you or anyone else who is not a shareholder will NOT be allowed to enter the venue (except for those accompanying any shareholders with disabilities).

When exercising Voting Rights by mail

Please indicate your consent/dissent concerning each proposal shown on the Voting Rights Exercise Form, and drop the form into a mailbox (postage not necessary).

Deadline: To arrive by no later than 6 p.m. Friday, June 21, 2024

When exercising Voting Rights via the Internet

Please access the website (https://evote.tr.mufg.jp/), and enter your consent/dissent concerning each proposal by following the guidance on the screen.

Refer to the next page for details of the "Guide to Exercising Voting Rights via the Internet."

Deadline: Exercised by no later than 6 p.m. Friday, June 21, 2024

For Institutional Investors

Institutional investors may use "Voting Rights Exercise Platform" (so-called Tokyo Stock Exchange platform), as a means of exercising voting rights.

Guide to Exercising Voting Rights via the Internet

Exercise of voting rights via the Internet is only possible by accessing the website (https://evote.tr.mufg.jp/) designated by the Company exclusively for the purpose of exercising voting rights via a personal computer, smartphone or mobile phone.

Important Notes:

• Votes may be exercised via the Internet until 6 p.m. Friday, June 21, 2024.
• If we receive votes both by conventional mail and via the Internet, we will consider the Internet vote to be the valid vote.
• When exercising voting rights via the Internet multiple times, we will consider the last vote to be the valid vote.

For inquiries concerning systems, etc., please contact the Help Desk:

Mitsubishi UFJ Trust and Banking Corporation,

Securities Agent Department

0120-173-027 (Business hours: 9:00 a.m. - 9:00 p.m. toll free)

Contents
To Our Shareholders	1
Reference Documents for the General Meeting of Shareholders	2
Business Report	17
Consolidated Balance Sheet	65
Consolidated Statement of Income	66
Summary of Consolidated Statement of Cash Flow [For Reference]	67
Consolidated Statement of Changes in Net Assets	68
Notes to Consolidated Financial Statements	69
Accounting Auditor's Report Relating to Statutory Reports (Consolidated)	88
Nonconsolidated Balance Sheet	90
Nonconsolidated Statement of Income	91
Nonconsolidated Statement of Changes in Net Assets	92
Notes to Nonconsolidated Financial Statements	93
Accounting Auditor's Report Relating to Statutory Reports	100
Audit Report of the Audit Committee	102

To Our Shareholders

Isetan Mitsukoshi Holdings Ltd. will hold its 16th Ordinary General Meeting of Shareholders on June 24, 2024. In delivering this notice of convocation, I would like to extend a cordial greeting to shareholders.

Fiscal 2023 was a year of a leap and achievement of a milestone for the Isetan Mitsukoshi Group. The global spread of COVID-19 settled down in some degree and Japan saw a full-fledged recovery in traveling to and from overseas. Meanwhile, it has been also a year of mixture of both risks and opportunities that may affect the Company, including a rise in geopolitical risks, further weakening of the yen, and soaring prices of items and goods.

In this environment, as a result of steadily promoting the Medium-Term Management Plan (Fiscal 2022-Fiscal 2024), we achieved the highest ever operating income since the merger, overachieving the initial target. In terms of dividend, in light of the stable profit, financial conditions and other factors, we proposed a year-end dividend higher than the initial forecast, following the increase in the interim period.

Toward achieving the long-term vision, the Group will continue making concerted efforts for transforming the business model and contributing to the realization of a sustainable society, thereby seeking to increase corporate value. We would appreciate our valued shareholders' continued patronage and support.

Toshiyuki Hosoya

Director, President and CEO

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Reference Documents for the General Meeting of Shareholders

Proposal and References

Proposal No. 1: Appropriation of Surplus

The Company aims to return profits to shareholders while endeavoring to increase corporate value in the long term.

With regard to dividends, the Company's basic policy is to maintain a stable level of dividends and to increase dividends over the medium- to long-term in line with profit growth, while comprehensively considering the management environment, business performance, and the soundness of the Group's financial position.

Regarding the year-end dividend for the 16th term, based on the Company's consolidated results for the fiscal year ended March 31, 2024, the Company proposes to pay a year-end dividend of ¥22 per share. Accordingly, with the interim dividend of ¥12, the annual dividend will be ¥34 per share, an increase of ¥20 from the previous fiscal year.

Matters related to the year-end dividend:

1. Type of dividend property Cash
2. Matters related to distribution of dividend property to shareholders and the total amount
   ¥22 per common share of the Company Total amount: ¥8,257,427,508
3. Effective date of dividend of surplus June 25, 2024

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Proposal No. 2: Election of Nine Directors

The terms of office of all nine (9) incumbent Directors will expire at the conclusion of this General Meeting of Shareholders. The Company therefore proposes the election of nine

(9) Directors. The Company nominates the following candidates:

Candidate	Name		Gender	Positions and responsibilities currently
No.		held at the Company
1	Toshiyuki Hosoya	[Renominated]	Male	Director, President and CEO
2	Yuki Ishizuka	[Renominated]	Female	Director
[Non-executive]	Chairperson of the Audit Committee
3	Yoshinori Makino	[Renominated]	Male	Director, Managing Operating Officer,
CSDO and CFO
		[Renominated]		External Director
4	Fukutaka Hashimoto	[Non-executive]	Male	Chairperson of the Board of Directors
[External]	Chairperson of the Nominating
		[Independent]		Committee
		[Renominated]		External Director
5	Tomoko Ando	[Non-executive]	Female	Member of the Compensation
[External]	Committee
		[Independent]		Member of the Audit Committee
		[Renominated]		External Director
6	Hitoshi Ochi	[Non-executive]	Male	Member of the Nominating
[External]	Committee
		[Independent]		Member of the Audit Committee
		[Renominated]		External Director
			Member of the Nominating
		[Non-executive]
7	Toshio Iwamoto	Male	Committee
[External]
			Member of the Compensation
		[Independent]
			Committee
		[Newly nominated]
8	Kenji Sukeno	[Non-executive]	Male
[External]
		[Independent]
		[Newly nominated]
9	Chieko Matsuda	[Non-executive]	Female
[External]
		[Independent]

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Candidate	Name			Summary of career, positions, responsibilities	Number of
		Company
No.	(Date of Birth)			and significant posts concurrently held
		shares owned
		Apr	1987	Joined Isetan Co., Ltd.
	Toshiyuki Hosoya	Apr	2015	Operating Officer, Isetan Mitsukoshi Ltd.
	(Jul 1, 1964)	Apr	2017	Operating Officer, Isetan Mitsukoshi Holdings Ltd.
	[Renominated]	Apr	2018	President and CEO, Iwataya Mitsukoshi Ltd.
		Apr	2021	President and CEO, Isetan Mitsukoshi Holdings Ltd.
	Rate of attendance			President and CEO, Isetan Mitsukoshi Ltd. (to the
	at meetings of the			present)
	Board of Directors,	Jun	2021	Director, President and CEO, Isetan Mitsukoshi Holdings
	etc. in the current			Ltd. (to the present)
	fiscal year	Sep	2021	Director, Shin Kong Mitsukoshi Department Store Co.,
				Ltd. (to the present)
	Meetings of the				78,300
	Board of Directors:	Significant posts concurrently held
	10 out of 10	President and CEO, Isetan Mitsukoshi Ltd.
		Director, Shin Kong Mitsukoshi Department Store Co., Ltd.
	Meetings of the
	Nominating	*The number of meetings of the Nominating Committee and the rate
	Committee
1	of attendance at meetings refer only to the period of his term of
1/1
office.
	Years in office as
	Director
	3 years

Reasons for selecting the candidate for Director and outline of expected role

The candidate has extensive business experience in the Group, including experience in sales sections such as ladies' fashion, jewelry, watches and medium- and small-store operations, and overseas postings, and also worked to formulate the Company's management strategy as General Manager of the Corporate Planning Division. In 2018, he served as President and CEO of Iwataya Mitsukoshi Ltd., where he made a great contribution to improving financial results. After being appointed President and CEO of the Company, he continued to show outstanding leadership, formulating a long-term vision and medium-term management plan and reorganizing the Group corporate philosophy. Through vigorously implementing such initiatives aimed at enhancing the corporate value, he realized in fiscal 2023 the highest ever operating income since the merger as the Group.

The Nominating Committee has renominated him as a candidate for Director because it expects him to contribute to further enhancing the corporate value of the Group toward embodying the long-term plan with an eye to the future, in addition to continuing to display leadership in pursuing the implementation and achievement of the medium-term management plan.

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