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

(Securities Code: 2791)
August 1, 2023
(Start date of measures for electronic provision: July 25, 2023)
To our shareholders:
Shoji Oga,
Representative Director and President

DAIKOKUTENBUSSAN CO., LTD.
297-1, Nishinakashinden, Kurashiki-shi,
Okayama

Notice of the 37th Annual General Meeting of Shareholders
We are pleased to announce the 37th Annual General Meeting of Shareholders of DAIKOKUTENBUSSAN
CO., LTD. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing inelectronic format the information that constitutes the content of reference documents for the shareholders
meeting, etc. (matters for which measures for providing information in electronic format are to be taken).
This information is posted on each of the following websites, so please access either of those websites toconfirm the information.
The Company’s website (IR information):
https://www.e-dkt.co.jp/ir/ (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 the Company’s name in “Issue
name (company name)” or the Company’s securities code in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”
Website for posting informational materials for the general meeting of shareholders:
https://d.sokai.jp/2791/teiji/ (in Japanese)
Instead of attending the meeting in person, you may exercise your voting rights via the Internet or in writing(via postal mail). Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by following the instructions provided hereafter by 5:00 p.m. on Tuesday,
August 22, 2023 (JST) (Japanese only).

11. Date and Time:

Wednesday, August 23, 2023, at 10:00 a.m. (JST)

2. Venue:

Emerald Hall, Kurashiki Ivy Square
7-2, Hommachi, Kurashiki-shi, Okayama

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 37th
term (from June 1, 2022 to May 31, 2023), and the results of audit of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. Non-consolidated Financial Statements for the 37th term (from June 1, 2022 to
May 31, 2023)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight Directors
Proposal No. 3: Election of Two Audit & Supervisory Board Members
Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member- For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
- In accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Company’s
Articles of Incorporation, the following matters are excluded from the paper-based documents delivered
to shareholders who have made a request for delivery of such documents. Accordingly, the Consolidated
Financial Statements and Non-consolidated Financial Statements included in this document are part of theConsolidated Financial Statements and Non-consolidated Financial Statements that the Accounting
Auditor and Audit & Supervisory Board Members audited to prepare their respective Audit Reports.
Notes to Consolidated Financial Statements of the Consolidated Financial Statements
Notes to Non-consolidated Financial Statements of the Non-consolidated Financial Statements- If revisions to the matters subject to measures for electronic provision arise, the details of the revisions
will be posted on each of the websites listed on the previous page.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

Concerning the appropriation of surplus, the Company proposes the following.
1. Matters concerning year-end dividends
The Company considers the return of profits to shareholders as its most important management issue. Its
basic policy in relation to dividends is to distribute profits in an ongoing and stable manner in accordancewith business performance, while also securing the internal reserves required for future business development
and the strengthening of management foundations.
For the year-end dividend for the fiscal year under review, the Company proposes an ordinary dividend of¥29 per share, in accordance with the above basic policy.
(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount¥29 per common share of the Company
Total payment: ¥403,933,141(3) Effective date of dividends of surplus
August 24, 2023
2. Other matters regarding appropriation of surplus
The Company proposes the following in relation to internal reserves in order to prepare for future expansionof the scope of the Company’s businesses and the further strengthening of management foundations.
(1) Surplus item to increase and its amount
General reserve¥3,500,000,000(2) Surplus item to decrease and its amount
Retained earnings brought forward¥3,500,000,000

3Proposal No. 2:

Election of Eight Directors

The terms of office of all nine incumbent Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of eight Directors, a reduction of one Director
to enable the Board of Directors to make strategic and dynamic decisions.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1974

Joined Fujitoku Bussan Co., Ltd.

Apr. 1980

Joined Kinoshin Co., Ltd.

June 1986

Established Kurashiki Kinoshin Ltd.

Number of theCompany’s
shares owned

Representative Director and President ofKurashiki Kinoshin Ltd.
June 1993

Reorganized into DAIKOKUTENBUSSAN
CO., LTD.
Representative Director and President(current position)

1[Reelection]
Shoji Oga
(September 30, 1956)

Feb. 2006

Representative Director of Ebisuten Co., Ltd.
(current position)

June 2012

Representative Director of Nishigen
Company (current position)

Dec. 2016

Representative Director of Setouchi Maple
Farm Company (current position)

June 2018

Representative Director and Chairman of
Oda Shoten Co., Ltd. (current position)

Dec. 2018

Representative Director and Chairman of
Mammy’s Co., Ltd. (current position)

5,648,000[Significant concurrent positions]Representative Director of Nishigen Company
Representative Director of Setouchi Maple Farm Company
Representative Director and Chairman of Oda Shoten Co.,
Ltd.
Representative Director and Chairman of Mammy’s Co.,
Ltd.
Representative Director of Ebisuten Co., Ltd.
Representative Director of Daikokuten ScholarshipFoundation[Reasons for nomination as candidate for Director]
Shoji Oga is the founder of the Company and has demonstrated his skill as asenior executive over many years, appropriately directing and supervising
management and thus contributing to the Company’s growth. In addition, healso possesses abundant experience from his career to date, as well as
knowledge and capabilities related to all aspects of management. In view of theabove, the Company has judged that he is an appropriate person to enhance
corporate value in a sustainable manner and has therefore nominated him as a
candidate for Director.

4Candidate
No.

2

Name
(Date of birth)[Reelection]
Masahiko Oga(April 18, 1982)

Career summary, position, responsibility and significant
concurrent positions
Apr. 2007

Joined IINA DINING Co., LTD.

Apr. 2010

Joined the Company

Jan. 2014

Executive Secretary and Manager ofDelicatessen Department

May 2015

Executive Secretary and Head of Blue Ocean
Strategy Office

Aug. 2016

Managing Director, Executive Secretary, andHead of Blue Ocean Strategy OfficeNov. 2016

Managing Director, Executive Secretary,
Head of Blue Ocean Strategy Office, andGeneral Manager of Pizza Department

Aug. 2018

Managing Director, Executive Secretary, andHead of Blue Ocean Strategy Office

Aug. 2019

Managing Director, Executive Secretary, andGeneral Manager of Blue Ocean ProductDevelopment Department

Aug. 2020

Director and Vice President, Executive
Secretary, and General Manager of Blue
Ocean Product Development Department

Feb. 2023

Director and Vice President, General
Manager of Product Division, General
Manager of Blue Ocean ProductDevelopment Department, and General
Manager of Sales Strategy Department(current position)

Number of theCompany’s
shares owned

720,000[Reasons for nomination as candidate for Director]
Masahiko Oga assumed office as Director of the Company in August 2016, andhe has fulfilled his roles and responsibilities while engaging in the managementof the Company. In addition, he also possesses abundant work experience andadvanced knowledge from his service as General Manager of the Blue Ocean
Product Development Department, etc. In view of the above, the Company has
judged that he is an appropriate person to enhance corporate value in asustainable manner and has therefore nominated him as a candidate for
Director.

5

Candidate
No.

3

Name
(Date of birth)[Reelection]
Masashi Omura(August 7, 1966)

Career summary, position, responsibility and significant
concurrent positions
Apr. 2011

Joined the Company

June 2011

General Manager of General Affairs
Department

Aug. 2014

General Manager of General Affairs
Department and General Manager of ProductManagement Department

Aug. 2016

Director, General Manager of StoreOperation Department, and General Manager
of Product Management Department

Aug. 2018

Director, General Manager of ProductManagement Department, and General
Manager of Store Development Department

Apr. 2019

Director, Head of Management Strategy
Office, General Manager of Sales Strategy
Department, General Manager of ProductManagement Department, Head ofManagement Planning Office, and General
Manager of Store Development Department

Aug. 2019

Senior Managing Director, Head ofManagement Strategy Office, General
Manager of Sales Strategy Department,
General Manager of Product Management
Department, Head of Management Planning
Office, and General Manager of Store
Development Department

Feb. 2020

Senior Managing Director, Head ofManagement Strategy Office, General
Manager of Sales Strategy Department, Headof Management Planning Office, and General
Manager of Store Development Department

Oct. 2021

Senior Managing Director, Head ofManagement Strategy Office, General
Manager of Sales Strategy Department, andGeneral Manager of Store Development
Department

Number of theCompany’s
shares owned

2,000

Director and President of Ebisuten Co., Ltd.
(current position)
Oct. 2022

Senior Managing Director, Head ofManagement Strategy Office, and General
Manager of Store Development Department(current position)[Significant concurrent positions]
Director and President of Ebisuten Co., Ltd.
[Reasons for nomination as candidate for Director]
Masashi Omura assumed office as Director of the Company in August 2016,and he has fulfilled his roles and responsibilities while engaging in the
management of the Company. In addition, he also possesses abundant work
experience and advanced knowledge gained from his service in the
Administrative Division, along with his engagement in general affairs andproduct management. In view of the above, the Company has judged that he isan appropriate person to enhance corporate value in a sustainable manner andhas therefore nominated him as a candidate for Director.

6

Candidate
No.

4

Name
(Date of birth)[Reelection]
Yoichi Namba(April 8, 1966)

Career summary, position, responsibility and significant
concurrent positions
Sept. 2007

Joined the Company

Jan. 2008

Manager of Accounting Section of
Accounting Department

Aug. 2008

Deputy General Manager of Accounting
Department

Aug. 2014

General Manager of Accounting Department

Aug. 2020

Director and General Manager of Accounting
Department

Aug. 2022

Director, General Manager of Accounting
Department, and in charge of Administrative
Division (current position)

Number of theCompany’s
shares owned–[Reasons for nomination as candidate for Director]
Yoichi Namba assumed office as Director of the Company in August 2020, andhe has fulfilled his roles and responsibilities while engaging in the managementof the Company. In addition, he also possesses abundant work experience andadvanced knowledge gained from his service as General Manager of the
Accounting Department, among others. In view of the above, the Company has
judged that he is an appropriate person to enhance corporate value in asustainable manner and has therefore nominated him as a candidate for
Director.
Apr. 2007

Joined the Company
Deputy Head of Information System Office

5

6[Reelection]
Hiroshi Inoue(September 1, 1956)[New election]
Yuki Oga(October 1, 1983)

June 2009

Head of Information System Office

Aug. 2021

Director and Head of Information System
Office (current position)

1,700[Reasons for nomination as candidate for Director]
Hiroshi Inoue assumed office as Director of the Company in August 2021, andhe has fulfilled his roles and responsibilities while engaging in the managementof the Company. In addition, he also possesses abundant experience andadvanced knowledge from his service as Head of Information System Office,among others. In view of the above, the Company has judged that he is anappropriate person to enhance corporate value in a sustainable manner and has
therefore nominated him as a candidate for Director.
Aug. 2011

Joined the Company

June 2018

Manager of Management Planning Office

Oct. 2021

Head of Management Planning Office(current position)

480,000[Reasons for nomination as candidate for Director]
Yuki Oga has fulfilled his roles and responsibilities as Head of Management
Planning Office since October 2021. In addition, he also possesses abundantbusiness experience and advanced knowledge. In view of the above, theCompany has judged that he is an appropriate person to enhance corporate
value in a sustainable manner and has therefore nominated him as a candidate
for Director.

7

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Oct. 2003

Joined Tohmatsu & Co. (currently Deloitte
Touche Tohmatsu LLC)

Oct. 2016

Opened Noda Certified Public Accountant
OfficeNumber of theCompany’s
shares owned

Director of Noda Certified Public Accountant
Office (current position)
Established Matsuoka and Noda Consulting
Office–Representative Partner of Matsuoka andNoda Consulting Office (current position)
7[Reelection]
Naoki Noda
(June 3, 1976)

Aug. 2017

Outside Director of the Company (current
position)

Dec. 2017

Joined AC Earnest Audit Corporation Co.,
Ltd. (current position)[Reasons for nomination as candidate for outside Director and overview of
expected role]
Naoki Noda does not have experience of participating in corporate management
other than as an outside officer, but he possesses expertise as a certified public
accountant. Based on a proven track record that he has since assuming office as
outside Director of the Company, the Company has judged that he is expected
to continue appropriately executing his duties as the outside Director of theCompany responsible for strengthening corporate governance and has therefore
nominated him as a candidate for outside Director.
Mar. 1978

8[Reelection]
Masahiko Fukuda(May 10, 1955)

Joined The Chugoku Bank, Limited

June 2009

Director

June 2013

Managing Director

Aug. 2019

Director and Vice President of Marugo
Company Inc.

Aug. 2019

Outside Director of the Company (current
position)

Apr. 2020

Representative Director and President of
Marugo Company Inc. (current position)–[Significant concurrent positions]Representative Director and President of Marugo Company
Inc.
[Reasons for nomination as candidate for outside Director overview of expectedrole]
Masahiko Fukuda possesses long experience of serving at a financial institution,
as well as abundant experience and broad knowledge gained from his service asa corporate management at other companies. The Company has judged that heis expected to continue appropriately executing his duties as an outside Directorof the Company responsible for strengthening corporate governance and has
therefore nominated him as a candidate for outside Director.

Notes:

1. Special interests between the candidates and the Company
Shoji Oga concurrently serves as Representative Director of Daikokuten Scholarship Foundation. The Company
makes donations to the foundation.
There are no special interests between the other candidates and the Company.
2. Shoji Oga corresponds to the “Parent Company,” etc., as provided for in Article 2, item (iv)-2 of the Companies
Act.
3. The Company has entered into contracts with Naoki Noda and Masahiko Fukuda in accordance with Article 427,
paragraph (1) of the Companies Act to limit their liabilities for damages pursuant to Article 423, paragraph (1) of
the same Act. The maximum amount of liability for damages pursuant to the contracts is the minimum amountprovided for in Article 425, paragraph (1) of the same Act. If their reelection is approved, the Company plans tocontinue the contracts with them.

84. Naoki Noda and Masahiko Fukuda are candidates for outside Directors. Additionally, Mr. Noda and Mr. Fukuda
meet the requirements for Independent Directors as provided for in the regulations of the Tokyo Stock Exchange,
and the Company has registered them with the Exchange as Independent Directors.
5. Naoki Noda and Masahiko Fukuda are currently outside Directors of the Company, and at the conclusion of this
General Meeting of Shareholders, the terms of office of Mr. Noda and Mr. Fukuda as outside Directors will be six
years and four years, respectively.

9Proposal No. 3:

Election of Two Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Members Koji Terao and Shoichi Imaoka will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two
Audit & Supervisory Board Members.
The Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and significant concurrent
positionsOct. 1981

Joined Tohmatsu Awoki & Co. (currently
Deloitte Touche Tohmatsu LLC)

Jan. 1986

Opened Terao Certified Public Accountant
OfficeNumber of theCompany’s
shares owned

Director of Terao Certified Public
Accountant Office (current position)

1[Reelection]
Koji Terao(April 28, 1958)

Aug. 2002

Outside Audit & Supervisory Board Memberof the Company (current position)

Sept. 2020

Outside Audit & Supervisory Board Memberof J.E.T. Co., LTD. (current position)–[Significant concurrent positions]
Outside Audit & Supervisory Board Member of J.E.T. Co.,LTD.
[Reasons for nomination as candidate for outside Audit & Supervisory Board
Member]Koji Terao does not have experience of participating in corporate management
other than as an outside officer, but he possesses expertise as a certified public
accountant. The Company has judged that he is expected to continue
appropriately executing his duties as the outside Audit & Supervisory Board
Member of the Company and has therefore nominated him as a candidate foroutside Audit & Supervisory Board Member.
Oct. 1987

Joined Tohmatsu Awoki & Sanwa (currently
Deloitte Touche Tohmatsu LLC)

Dec. 1999

Opened Imaoka Certified Public Accountant
OfficeDirector of Imaoka Certified Public
Accountant Office (current position)

2[Reelection]
Shoichi Imaoka
October 21, 1964

Aug. 2007

Outside Audit & Supervisory Board Memberof the Company (current position)

June 2015

Outside Auditor of The San-in Godo Bank,
Ltd.

June 2019

Outside Director (Audit and Supervisory
Committee Member) (current position)–[Significant concurrent positions]
Outside Director (Audit and Supervisory Committee
Member) of The San-in Godo Bank, Ltd.
[Reasons for nomination as candidate for outside Audit & Supervisory Board
Member]Shoichi Imaoka does not have experience of participating in corporate
management other than as an outside officer, but he possesses expertise as acertified public accountant. The Company has judged that he is expected tocontinue appropriately executing his duties as the outside Audit & Supervisory
Board Member of the Company and has therefore nominated him as a candidatefor outside Audit & Supervisory Board Member.

Notes:

1. There are no special interests between the candidates and the Company.
2. The Company has entered into contracts with Koji Terao and Shoichi Imaoka in accordance with Article 427,
paragraph (1) of the Companies Act to limit their liabilities for damages pursuant to Article 423, paragraph (1) of

10

the same Act. The maximum amount of liability for damages pursuant to the contracts is the minimum amountprovided for in Article 425, paragraph (1) of the same Act. If their reelection is approved, the Company plans tocontinue the contracts with them.
3. Koji Terao and Shoichi Imaoka are candidates for outside Audit & Supervisory Board Member. Additionally, Mr.
Terao and Mr. Imaoka meet the requirements for Independent Directors as provided for in the regulations of theTokyo Stock Exchange, and the Company has registered them with the Exchange as Independent Directors.
4. Koji Terao and Shoichi Imaoka are currently outside Audit & Supervisory Board Members of the Company, andat the conclusion of this General Meeting of Shareholders, the terms of office of Mr. Terao and Mr. Imaoka as
outside Audit & Supervisory Board Members will be 21 years and 16 years, respectively.

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Proposal No. 4:

Election of One Substitute Audit & Supervisory Board Member

In order to prepare for cases where there is a shortfall in the number of Audit & Supervisory Board Members
required by laws and regulations, the Company proposes the election of one substitute Audit & Supervisory
Board Member pursuant to the provision in Article 329, paragraph (3) of the Companies Act.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position and significant concurrent positions
Sept. 1992

Joined Cecile Co., Ltd.

Jan. 2006

General Manager of Human Resources
Department

Dec. 2006

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager of General Affairs
Department

Kazunari Kuwahara(May 17, 1953)

Jan. 2010

Acting General Manager of General Affairs
Department

Apr. 2014

Retired from the Company–[Reasons for nomination as candidate for substitute Audit & Supervisory Board
Member]Kazunari Kuwahara has accumulated abundant experience in the human resources andgeneral affairs divisions of both the Company and other companies, and possesses theabundant experience and advanced knowledge related to the Company’s businessactivities. In view of the above, the Company has judged that he is well qualified to serve
as Audit & Supervisory Board Member of the Company and has therefore nominatedhim as a candidate for substitute Audit & Supervisory Board Member.
Note: There are no special interests between the candidate and the Company.

12