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 2, 2022
To our shareholders:
Shoji Oga,
Representative Director and President

DAIKOKUTENBUSSAN CO., LTD.
704-5, Horinan, Kurashiki-shi, Okayama

Notice of the 36th Annual General Meeting of Shareholders
We are pleased to announce the 36th Annual General Meeting of Shareholders of DAIKOKUTENBUSSAN
CO., LTD. (the “Company”), which will be held as indicated below.
Instead of attending the meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by following the instructions provided hereafter by 5:00 p.m. on Tuesday, August 23, 2022
(JST) (Japanese only).
1. Date and Time:

Wednesday, August 24, 2022, 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 36thterm (from June 1, 2021 to May 31, 2022), 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 36th term (from June 1, 2021 to
May 31, 2022)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Amendment to the Articles of Incorporation
Proposal No. 3: Election of Nine Directors
Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member[Matters Determined for Convocation of General Meeting of Shareholders]If you are unable to attend the General Meeting of Shareholders, you may appoint another shareholder
with voting rights (one person) as your proxy to attend the General Meeting of Shareholders on yourbehalf. Please note that submission of a document that verifies the proxy’s authority will be required.

1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: ¥403,936,534(3) Effective date of dividends of surplus
August 25, 2022
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¥5,000,000,000(2) Surplus item to decrease and its amount
Retained earnings brought forward¥5,000,000,0002Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reason for the proposal
The Company proposes to make the following amendments to its Articles of Incorporation since therevised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022
and it will introduce the system for providing informational materials for the general meeting ofshareholders in electronic format.
(1) Since the Articles of Incorporation will be required to stipulate that the Company shall take measures forelectronic provision of information that is the content of reference documents for the general meeting ofshareholders, etc., and are mandatory, Article 15, paragraph (1) (Measures, etc. for Providing Information
in Electronic Format) of the proposed amendments will be newly established.
(2) Article 15, paragraph (2) (Measures, etc. for Providing Information in Electronic Format) of the proposed
amendment will be newly established in order to make it possible to limit the scope of matters to be statedin paper-based documents to be delivered to shareholders who have requested delivery of said documents
among the matters for which electronic provision measures are taken for information contained inreference documents for general meeting of shareholders, etc. to the scope specified by the Ministry ofJustice Order.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer
be required once the system for providing reference documents for the general meeting of shareholders
in electronic format is introduced, they will be deleted.
(4) Supplementary provisions regarding the effectiveness of the aforementioned new establishment anddeletion of provisions will be established. Furthermore, these Supplementary Provisions shall be deleted
once the due date has lapsed.

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2. Details of amendments
The details of the amendments are as follows:(Underlined text indicates changes.)
Proposed amendment

Current Articles of Incorporation
Article 15. (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, non-consolidated
financial statements and consolidated financial statements
through the internet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may bedeemed that the Company has provided this information toshareholders.

(Deleted)(Newly established)

Article 15. (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for electronic
provision of information that is the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may deem as unnecessary all or some of those
items designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

(Newly established)(Supplementary Provisions)
Article 1. (Transitional Measures for Providing
Informational Materials for the General Meetingof Shareholders in Electronic Format)
1. The deletion of Article 15 of the Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) and the new
establishment of Article 15 (Measures, etc. for
Providing Information in Electronic Format) of the
Articles of Incorporation shall take effect from
September 1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) shall remain effective regarding any
general meeting of shareholders held on a date within
six months from September 1, 2022.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

(Newly established)

4Proposal No. 3:

Election of Nine 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 nine Directors.
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

Number of theCompany’s
shares owned

Established Kurashiki Kinoshin Ltd.
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)

Nov. 2017

Representative Director and Chairman ofMatsusaka 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 Matsusaka
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, he also possesses abundant experience from his career to date, as
well as knowledge and capabilities related to all aspects of management. In
view of the above, the Company has judged that he is an appropriate person toenhance corporate value in a sustainable manner and has therefore nominatedhim as a candidate for Director.

5Candidate
No.

Name
(Date of birth)

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

2[Reelection]
Masahiko Oga(April 18, 1982)

Number of theCompany’s
shares owned

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(current position)

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.

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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 (current position)

Number of theCompany’s
shares owned

2,000

Director and President of Ebisuten Co., Ltd.
(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.

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Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Dec. 1983

4[Reelection]
Tomohiro Kawada(January 14, 1959)

Number of theCompany’s
shares owned

Joined MARUNAKA Co., Ltd.

Apr. 2000

Joined the Company

June 2001

Manager of General Affairs Section

Sept. 2001

Manager of Management Planning Office

Oct. 2002

Director and Head of Management Planning
OfficeJan. 2013

Director, Head of Management Planning
Office, and in charge of Administrative
DivisionAug. 2013

Managing Director, Head of Management
Planning Office, and in charge of
Administrative Division

Aug. 2016

Senior Managing Director, Head ofManagement Planning Office, Head ofCorporate Strategy Office, and in charge of
Administrative Division

Apr. 2019

Senior Managing Director, Head ofCorporate Strategy Office, and in charge of
Administrative DivisionFeb. 2020

Senior Managing Director, Head ofCorporate Strategy Office, Office Manager
of Kansai Distribution RM Center Planning
Office, and in charge of Administrative
Division (current position)

16,800[Reasons for nomination as candidate for Director]
Tomohiro Kawada assumed office as Director of the Company in October 2002,
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 from his service as Head of theManagement Planning Office, among others. 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.
Oct. 2001

5[Reelection]
Atsushi Fujikawa(March 3, 1965)

Joined the Company

Aug. 2008

Manager of Delicatessen Department

Aug. 2014

General Manager of Delicatessen
Department

Nov. 2015

General Manager of Meat Department

Aug. 2018

General Manager of Product Division

Aug. 2021

Director and General Manager of Product
Division (current position)

3,100[Reasons for nomination as candidate for Director]
Atsushi Fujikawa assumed office as Director of the Company in August 2021,
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 as General
Manager of the Product Division, among others. 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.

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Candidate
No.

6

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 (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 Office7[Reelection]
Hiroshi Inoue(September 1, 1956)

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.
Oct. 2003

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

Oct. 2016

Opened Noda Certified Public Accountant
OfficeDirector of Noda Certified Public Accountant
Office (current position)
Established Matsuoka and Noda Consulting
Office8[Reelection]
Naoki Noda
(June 3, 1976)–

Representative Partner of Matsuoka andNoda Consulting Office (current position)
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]
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.

9Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Mar. 1978

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

Number of theCompany’s
shares owned

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]
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.
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 five
years and three 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.

11