Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 9367)
June 9, 2021
To Shareholders with Voting Rights:
Yoshisada Sone
President and Representative Director
DAITO KOUN CO., LTD.
4-6-8 Shibaura, Minato-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 72nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified that the 72nd Annual General Meeting of Shareholders of DAITO KOUN CO.,LTD. (the “Company”) will be held for the purposes as described below.
Giving the highest priority to shareholders’ safety and reassurance, we kindly ask our shareholders torefrain from attending this year’s General Meeting of Shareholders and exercise voting rights in writingin advance to prevent the spread of COVID-19.
Please review the attached Reference Documents for the General Meeting of Shareholders, exercise
your voting rights for or against the proposals on the enclosed Voting Rights Exercise Form, and return
it so that it arrives by 5:15 p.m. on Wednesday, June 23, 2021, Japan time.
1. Date and Time:Thursday, June 24, 2021 at 10:00 a.m. Japan time

2. Place:

Room 2 & 3, 1st floor, BELLESALLE Mita at Sumitomo Fudosan Mita Twin
Bldg. West Wing located at 3-5-27 Mita, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
72nd Fiscal Year (April 1, 2020 - March 31, 2021) and report on results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors.
2. Non-consolidated Financial Statements for the Company’s 72nd Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Election of Seven Directors
Proposal 1:
Election of Accounting Auditor
Proposal 2:◎◎

When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk at the venue. Additionally, please bring this Notice with you in order to conserve resources.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Non-consolidated Financial Statements require revisions, the revised versions
will be posted on the Company’s website (http://www.daito-koun.co.jp/).

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Seven Directors

The terms of office of all seven Directors in office will expire at the conclusion of this year’s Annual
General Meeting of Shareholders.
Accordingly, the election of seven Directors is proposed.
The candidates for Directors are as follows:
No.

Name

Current positions at the Company

1[Reappointment]

Yoshisada Sone

President and Representative Director

2[Reappointment]

Tetsuji Ogino

Senior Managing Director

3[Reappointment]

Tadashi Kusakabe

Senior Managing Director

4[Reappointment]

Hisao Kitada

Managing Director

5[Reappointment]

Noboru Igushi

Director

6[Reappointment][Outside][New appointment][Outside][Independent]

Noriyoshi Arizono

Director

Atsuko Okajima—7

Attendance at theBoard of Directorsmeetings
10 out of 11 meetings(91%)
11 out of 11 meetings(100%)
11 out of 11 meetings(100%)
11 out of 11 meetings(100%)
11 out of 11 meetings(100%)
9 out of 9 meetings(100%)—(—%)-2-No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 1994
April 1997
June 1998
June 1999
June 20091

Yoshisada Sone
(October 4, 1959)[Reappointment]

Reason for
nomination as
candidate for
Director

2

Tetsuji Ogino(July 1, 1956)[Reappointment]

Reason for
nomination as
candidate for
Director

Joined the Company
Director
Managing Director
Vice President and Representative DirectorPresident and Representative Director
President and Representative Director in charge of Internal
Audit Office
December 2010 President and Representative Director in charge of Customs
Clearance Administration & Management Office and Legal
Audit Office
June 2012
President and Representative Director, Internal Audit Office,Legal Audit Office, and Customs Clearance Administration &Management Office
April 2013
President and Representative Director, Internal Audit Office andCustoms Clearance Administration & Management Office
June 2015
President and Representative Director, Customs Clearance
Administration & Management Office
To the presentMr. Yoshisada Sone has served as the Company’s President and Representative
Director since 1999 and has a track record of leading the entire Group andabundant experience and insight as a corporate manager.
The Company proposes his continued election as Director representing the Groupbecause we judged that he is qualified to promote the Group’s management.
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
April 1979
Joined the Company as General Manager of President’s Office
April 2009
Director in charge of Administration Department and General
June 2009Manager of President’s OfficeDirector supervising Administration Division, Executive Officer
July 2010
in charge of Administration Department and Accounting
Department, and General Manager of President’s Office
June 2011
Managing Director, Administration Division
June 2014
Managing Director, Administration Division, Internal Audit
Office, Customs Clearance Department I, Customs Clearance
Department II, and Food Import Consulting Office
June 2015
Managing Director and Assistant to President, Internal Audit
Office, Administration Division, and Customs Clearance
Division
Senior Managing Director and Assistant to President, Internal
June 2018
Audit Office, Administration Division, and Customs Clearance
DivisionTo the present
While assisting the president, Mr. Tetsuji Ogino served as the person in charge ofthe Company’s Administration Division and Customs Clearance Division, and hasabundant experience, achievements and insights in business manageme
nt and accounting and finance, as well as being familiar with customs clearance,
which is the company’s main business. The Company proposes his continued
election as Director because we judged that he is qualified to decide the importantmatters of the Group’s management.

Number ofshares of theCompany held-3-

323,600

93,000No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
Joined Daito Maritime Agency Co., Ltd.
Transferred to the Company
General Manager of Marketing Department II
Executive Officer in charge of Marketing Department I andGeneral Manager of Marketing Department II
June 2011
Executive Officer in charge of Marketing Department I,General Manager of Marketing Department II, and General
Manager of Marketing Department III
July 2012
Executive Officer in charge of Marketing Department I,Marketing Department II, Marketing Department III, andMarketing Department IV, and General Manager of Marketing
Department III
June 2013
Director, Marketing Department I, Marketing Department II,and Marketing Department III
June 2015
Director, Marketing Division
June 2016
Managing Director, Marketing Division
Senior Managing Director, Marketing Division
June 2020
To the presentMr. Tadashi Kusakabe has a wealth of experience and insight in corporate
management and the Marketing Division, and boasts strong leadership and aunifying force in leading the organization. The Company proposes his continued
election as Director because we judged that he is qualified to strengthen theCompany’s sales capabilities.
Joined the Company
June 1990
General Manager of Port Transport Department
April 2003
General Manager in charge of Development Department
April 2006
December 2006 General Manager of Marketing Department I
July 2010
Executive Officer in charge of Marketing Department VI andMarketing Department VII and General Manager of Marketing
Department V
June 2013
Director, Marketing Department IV and Marketing Department
VJune 2015
Director, Operations Division, Yokohama Branch, KawasakiBranch, and Keiyo Branch
June 2018
Managing Director, Operations Division, Yokohama Branch,
Kawasaki Branch, and Keiyo BranchManaging Director, Operations Division and Branch Division
June 2019
To the present
Mr. Hisao Kitada has abundant experience and insight in the Operations Divisionand the Branch Division. The Company proposes his continued election as
Director because we judged that he is qualified to maintain and improve containertransportation arrangements, promoting safe work at the site, and managing anddeveloping each branch while strengthening cooperation with partner companies.

Number ofshares of theCompany held

December 1975
November 1986
April 2008
July 2010

3

Tadashi Kusakabe(December 5, 1956)[Reappointment]

Reason for
nomination as
candidate for
Director

4

Hisao Kitada(January 7, 1956)[Reappointment]
Reason for
nomination as
candidate for
Director-4-

64,50017,000No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1988
June 2012
July 2015
July 2017
July 2018

5

Noboru Igushi(October 30, 1967)[Reappointment]
Reason for
nomination as
candidate for
Director

Noriyoshi Arizono(February 27, 1959)
6[Reappointment][Outside]

Reason for
nomination as
candidate for
Outside Director
and expected roles

June 2019

Joined the Company
General Manager of General Planning Department
Executive Officer and General Manager of General Planning
Department
Senior Executive Officer in charge of Accounting Department
and General Manager of General Planning Department
Senior Executive Officer in charge of Distribution Marketing
Department and Operations Department
Director, Distribution Marketing Department, Operations
Department, Customs Clearance Department I, and Customs
Clearance Department IITo the present

Based on Mr. Noboru Igushi’s many years of experience in the Administration
Division, it was judged that he is suitable for opening dialogue with sites utilizing
his knowledge of the core system and proposing and executing an efficientmechanism in response to the request, with a view to management through figures.
Therefore, the Company proposes his continued election as Director.
Joined Kobe Steel, Ltd.
April 1977
Chief staff of Production Control Section, Production Control
January 2001
Department, Kakogawa Works, Production Division, Iron &Steel Business of Kobe Steel, Ltd.
Manager of Production Control Section, Production Control
April 2010
Department, Kakogawa Works, Iron & Steel Business of Kobe
Steel, Ltd.
General Manager in charge of Business Planning Department,July 2013
Kakogawa Works, Iron & Steel Business of Kobe Steel, Ltd.
April 2017
General Manager of Business Planning Department, Kakogawa
Works, Iron & Steel Business of Kobe Steel, Ltd.
April 2018
Executive Assistant of KOBELCO LOGISTICS, LTD.
June 2018
Director in charge of Kakogawa Products Shipping Departmentof Steel Products Division, Marine Transport Department, andOverland Transportation Department, and in charge ofPresident’s special assignment of KOBELCO LOGISTICS,LTD.
June 2019
Executive Managing Director and General Manager of Raw
Materials & Transportation Division, in charge of Kakogawa
Products Shipping Department of Steel Products Division,
Marine Transport Department, and Overland Transportation
Department, and Iron & Steel Operations Management Centerof KOBELCO LOGISTICS, LTD.
June 2020
Executive Managing Director and General Manager of Steel
Products Division of KOBELCO LOGISTICS, LTD.
Director of the Company
June 2020
To the present[Significant concurrent positions]Executive Managing Director of KOBELCO LOGISTICS, LTD.
Mr. Noriyoshi Arizono is a candidate for Outside Director as stipulated in Article
2, Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
Based on his abundant management experience and wide-ranging insight, he has
played an important role in ensuring the validity and appropriateness of ourmanagement judgment and management supervision, etc., while providing useful
and appropriate advice, suggestions, and supervision. In addition, based on hisown knowledge, he has fulfilled important duties such as promoting thesustainable growth of the company and giving advice to improve corporate value
over the medium to long term. Therefore, the Company proposes his continuedelection as Outside Director.

-5-

Number ofshares of theCompany held

15,300—No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined the Ministry of Agriculture, Forestry and Fisheries
Deputy Director-General of Ministry of Agriculture, Forestryand Fisheries (Food Safety and Consumer Affairs Bureau)
Deputy Director-General of Ministry of Health, Labour andJuly 2004
Welfare (Safety and Consumer Affairs Bureau)
Vice Governor of Saitama prefecture
July 2006
July 2009
Director-General of Gender Equality Bureau of Cabinet Office(until September 2012)
April 2013
Member of the Information Disclosure and Personal
Information Protection Review Board of Cabinet Office(retired in March 2019)
June 2020
Outside Auditor of House Foods Group Inc.
Part-time Adviser of KYOKUYO CO., LTD.
July 2020
To the present[Significant concurrent positions]
Outside Auditor of House Foods Group Inc.
Part-time Adviser of KYOKUYO CO., LTD.
Ms. Atsuko Okajima is a candidate for Outside Director as stipulated in Article 2,Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
She is expected to give appropriate advice and supervision regarding management
decisions and risk management by utilizing her wealth of experience andknowledge about food as well as the wide range of experience and insight in policy
management that she has cultivated through serving in the positions of theMinistry of Agriculture, Forestry and Fisheries; Ministry of Health, Labour andWelfare; Vice Governor of Saitama prefecture; Director-General of Gender
Equality Bureau of Cabinet Office; and a member of the Information Disclosureand Personal Information Protection Review Board of Cabinet Office.
Additionally, the Company expects that she will serve as a Nomination Committeemember (nominating directors, etc.), a voluntary committee, to play an importantrole such as supervising the management team. Therefore, the Company proposes
her new election as Outside Director.

Number ofshares of theCompany heldApril 1977July 2003

Atsuko Okajima(October 15, 1954)

7[New appointment][Outside][Independent]

Reason for
nomination as
candidate for
Outside Director
and expected roles—(Notes)
1. Ms. Atsuko Okajima is a new candidate for Director.
2. Mr. Noriyoshi Arizono and Ms. Atsuko Okajima are candidates for Outside Directors.
If Ms. Atsuko Okajima assumes the office of Outside Director, she will be an Independent Director as defined by theTokyo Stock Exchange.
3. The Company has entered into an agreement with Mr. Noriyoshi Arizono in accordance with the Company’s Articlesof Incorporation and Article 427, Paragraph 1 of the Companies Act to limit his liability for damages pursuant toArticle 423, Paragraph 1 of the same Act. If his reelection is approved, the Company will continue said liability
limitation agreement with him. Additionally, if election of Ms. Atsuko Okajima is approved, the Company will enter
into the same liability limitation agreement with her.
4. The Company has concluded a directors and officers liability insurance contract that insures Directors, Corporate
Auditors, Executive Officers, and managerial employees of the Company and its subsidiaries. The insurance premiums
are fully borne by the companies. The insurance covers legal damages and litigation expenses in the event that a claim
for damages is made against the insured due to an act committed by the insured in his or her capacity as such. The
candidates will be insured under the insurance contract. The Company plans to renew the insurance contract with thesame contents at the time of the next renewal.
5. A candidate for Director, Mr. Noriyoshi Arizono, is concurrently serving as Executive Managing Director ofKOBELCO LOGISTICS, LTD.
There is a business relationship between KOBELCO LOGISTICS, LTD. and the Company regarding revenue such as
shipping charges, premises work fees, and payment of office rent.
6. The term of office of Mr. Noriyoshi Arizono as the Company’s Outside Director will be one year as of the conclusionof this Annual General Meeting of Shareholders.
7. There are no special interests between other candidates for Directors and the Company.
In addition to the above, there are no special matters to be stated in the proposal for the election of Directors as
stipulated in Article 74 of the Regulation for Enforcement of the Companies Act.

-6-(Reference) Expertise and experience of the candidates for the Company’s Directors
No.
NamePosition at theCompany
Term of office
Corporate
management
Marketing
Finance andaccounting
Legal affairs
and riskmanagement
Operation
Knowledge ofthe industry
Knowledge ofoverseas
Publicadministrationand gender
Nomination
Committee(voluntary)
Remuneration
Committee(voluntary)

1
YoshisadaSone
President andRepresentative
Director27

2
TetsujiOgino
SeniorManaging
Director
123Tadashi
Kusakabe
SeniorManaging
Director
8〇〇

5Noboru
Igushi

6Noriyoshi
Arizono7AtsukoOkajimaManaging
Director

Director

OutsideDirector—821—〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇

4
Hisao Kitada〇〇〇〇〇〇〇〇〇〇〇〇〇〇-7-

Proposal 2:

Election of Accounting Auditor

The term of office of Ernst & Young ShinNihon LLC, the Company’s Accounting Auditor, will expire at
the conclusion of this Annual General Meeting of Shareholders, and based on determination by the Board ofCorporate Auditors, the Company requests approval to appoint Seiyo Audit Corporation as the AccountingAuditor.
Additionally, the reason that the Board of Corporate Auditors has selected Seiyo Audit Corporation as acandidate for Accounting Auditor is that it was deemed appropriate in comprehensive consideration of being
able to expect audits from a new perspective, the independence of the audit corporation, the expertise
required for accounting audits commensurate with the scale of our business, and the quality control system
for audits.
The candidate for Accounting Auditor is as follows.
Name
Address ofmain officeHistorySummary(As ofMarch 31,2021)

Seiyo Audit Corporation
2F, Nishi-shinbashi Annex Building located at
1-22-10 Nishi-shinbashi, Minato-ku, TokyoFebruary 2011
Established Seiyo Audit Corporation
July 2016
Merger with Kudan Audit Corporation
December 2018
Affiliated with Baker Tilly International which is headquartered in the UK
Capital16.5 million yen
Composition ofPartners
Representative Partners: 14 persons, Partners: 5 persons
personnel
Employees CPAs: 58 persons, other employees: 7 persons
Number of engaged companies
15 companies for audit pursuant to the Financial Instruments andExchange Act and the Companies Act
24 companies for audit pursuant to the Companies Act
42 companies for other audit-8-