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 5, 2023
(Date of commencement of electronic provision: June 1)
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 74th 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 74th Annual General Meeting of Shareholders of DAITO KOUN CO.,LTD. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of materials for the General Meeting of Shareholders and posted the matters to be provided
electronically on the website indicated below.
The Company’s website

https://www.daito-koun.co.jp/ir/library/ (in Japanese)

In addition to the above, the materials are also posted on the website indicated below.
Please access the Tokyo Stock Exchange website indicated below, enter “Daito Koun” in the “Issue name(company name)” field or the Company’s securities code “9367” in the “Code” field and click “Search,” select“Basic information,” then “Documents for public inspection/PR information,” and click “Click here foraccess” below “Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting” to review the materials.
Tokyo Stock Exchange website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, please exercise your voting rights by mailing us the enclosed
Voting Rights Exercise Form or via the Internet. Please review the Reference Documents for theGeneral Meeting of Shareholders included in the matters to be provided electronically and exercise
your voting rights by 5:15 p.m. on Thursday, June 22, 2023, Japan time.

-1-1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m. Japan time

2. Place:

Room A, B and C, 2nd floor, BELLESALLE Mita Garden at Sumitomo Fudosan
Mita Garden Tower located at 3-5-19 Mita, Minato-ku, Tokyo, Japan* Please note that the room in the venue is different from that of last year.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
74th Fiscal Year (April 1, 2022 - March 31, 2023) and report on results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 74th Fiscal Year(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal:
Election of Six Directors (Excluding Directors Who Are Audit and SupervisoryCommittee Members)◎◎◎◎

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 matters to be provided electronically require revisions, the revised versions will be posted on thewebsites on which such matters are posted.
Of the matters to be provided electronically, “Notes to the Consolidated Financial Statements” and “Notesto the Non-consolidated Financial Statements” are, in accordance with laws and ordinances, and Article 14of the Articles of Incorporation of the Company, only posted on the Company’s website and the Tokyo
Stock Exchange website indicated above and are therefore not included in this notice of convocation.
Accordingly, the documents included in this notice of convocation are part of the documents which havebeen audited by the Accounting Auditor and the Audit and Supervisory Committee in the preparation of
their respective audit reports.
The system for electronic provision of information contained in the reference documents for the general
meeting of shareholders started in line with the enforcement of the amended Companies Act on September
1, 2022. Regardless of the amendments to the law, the Company has sent the paper-based materials for theGeneral Meeting of Shareholders of the Company pertaining to this General Meeting of Shareholders asbefore.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal:

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory CommitteeMembers; the same shall apply hereinafter in this proposal) will expire at the conclusion of this General
Meeting of Shareholders.
Accordingly, the Company proposes the election of six Directors (excluding Directors who are Audit andSupervisory Committee Members).
The candidates for Directors are as follows:

No.

Name

Current positions at the Company

1

Yoshisada Sone

[Reappointment]

President and Representative Director

2

Tetsuji Ogino[Reappointment]

Vice President and Director

3

Tadashi Kusakabe[Reappointment]

Senior Managing Director4

Noboru Igushi[Reappointment]

Managing Director

5

Atsuko Okajima

Director

6

Yoshiki Masuta[Reappointment][Outside][Independent][New appointment][Outside]—

Attendance at theBoard of Directorsmeetings
9 out of 11 meetings(82%)
11 out of 11 meetings(100%)
11 out of 11 meetings(100%)
11 out of 11 meetings(100%)
11 out of 11 meetings(100%)—(—%)-3-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

Tetsuji Ogino(July 1, 1956)
2[Reappointment]

Reason for
nomination as
candidate for
Director

Joined the Company
Director
Managing Director
Vice President and Representative Director
President 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
June 2015President and Representative Director, Customs Clearance
Administration & Management Office
June 2021
President and Representative Director
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 OfficerJuly 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 OfficeSenior Managing Director and Assistant to President, Internal
June 2018
Audit Office, Administration Division, and Customs Clearance
Division
Vice President and Director, Assistant to President, Customs
June 2021
Clearance Administration & Management Office, Internal Audit
Office, and Administration Division
Vice President and Director, Assistant to President, Customs
June 2022
Clearance Administration & Management Office, Internal Audit
Office, Administration Division, Kawasaki Branch, Keiyo
BranchTo the present
While assisting the president, Mr. Tetsuji Ogino served as the person in charge ofthe Company’s Administration Division and Customs Clearance Administration &Management Office, and has abundant experience, achievements and insights inbusiness management and accounting and finance, as well as being familiar withcustoms 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 important matters of the Group’s management.

Number ofshares of theCompany held-4-334,772

101,858

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 IIJune 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
Senior Managing Director, Marketing Division, Osaka Branch,
June 2022
Kobe Business Office, Fukuoka Business Office
To the present
Mr. 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
April 1988
General Manager of General Planning Department
June 2012
Executive Officer and General Manager of General Planning
July 2015
Department
Senior Executive Officer in charge of Accounting Department
July 2017
and General Manager of General Planning Department
July 2018
Senior Executive Officer in charge of Distribution Marketing
Department and Operations Department
Director, Distribution Marketing Department, Operations
June 2019
Department, Customs Clearance Department I, and Customs
Clearance Department IIDirector, Distribution Marketing Department, Operations
June 2021
Department, Customs Clearance Division
November 2021 Director, Distribution Marketing Department, Operations
Department, Customs Clearance Division, Yokohama BranchManaging Director, Distribution Marketing Department,
June 2022
Operations Department, Customs Clearance Division,
Yokohama Branch
To the present
Based on Mr. Noboru Igushi’s many years of experience in the Administration
Division and Operations Department, it was judged that he is suitable for opening
dialogue with sites utilizing his knowledge of the core system and proposing andexecuting an efficient mechanism in response to the request, with a view tomanagement through figures. Therefore, the Company proposes his continued
election as Director.

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

Noboru Igushi(October 30, 1967)[Reappointment]

Reason for
nomination as
candidate for
Director-5-

73,04922,309

No.

Past experience, positions, responsibilities,and significant concurrent positionsNumber ofshares of theCompany held

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
Director of the Company
June 2021
Outside Director (Audit & Supervisory Committee Member) ofHouse Foods Group Inc.
To the present[Significant concurrent positions]
Outside Director (Audit & Supervisory Committee Member) 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 inpolicy 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 Committee
member (nominating directors, etc.), a voluntary committee, to play an importantrole such as supervising the management team. Therefore, the Company proposesher continued election as Outside Director.

1,000Name(Date of birth)
April 1977July 2003

Atsuko Okajima(October 15, 1954)[Reappointment][Outside][Independent]
5

Reason for
nomination as
candidate for
Outside Director
and expected roles

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined Kobe Steel, Ltd.
General Manager of Production Control Department, Kakogawa
Works, Iron & Steel Business of Kobe Steel, Ltd.
Deputy General Manager, Kakogawa Works, Iron & Steel
April 2015
Business of Kobe Steel, Ltd.
General Manager of Technology Management Department, IronApril 2016
& Steel Business of Kobe Steel, Ltd.
April 2017
Executive Assistant of KOBELCO LOGISTICS, LTD.
June 2017
Director in charge of General Administration Department,
Human Resources Department, Corporate PlanningDepartment, Occupational Health and Safety Department, andin charge of Compliance of KOBELCO LOGISTICS, LTD.
June 2019
Executive Managing Director and General Manager of Steel
Products Division, in charge of Steel Products Sales Office ofSteel Products Division, Human Resources Department,
Corporate Planning Department, Kobe Power GenerationLogistics Group, and General Manager of Corporate Planning
Department of KOBELCO LOGISTICS, LTD.
June 2020
Executive Managing Director and General Manager ofProduction Logistics Division, and in charge of Human
Resources Department, Corporate Planning Department, andIron & Steel Operations Management Center of KOBELCOLOGISTICS, LTD.
Executive Managing Director and General Manager ofJune 2022
Production Logistics Division, in charge of General
Administration Department, Human Resources Department, andIron & Steel Operations Management Center, and in charge ofCompliance of KOBELCO LOGISTICS, LTD.
To the present[Significant concurrent positions]Executive Managing Director of KOBELCO LOGISTICS, LTD.
Mr. Yoshiki Masuta is a candidate for Outside Director as stipulated in Article 2,Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
He has abundant experience and insight in management at Kobe Steel, Ltd. and
KOBELCO LOGISTICS, LTD., which is a business partner of the Company. The
Company expects him to provide effective and appropriate advice and supervisionin ensuring the validity and compliance of our management judgment andmanagement supervision, etc.
In addition, based on his own knowledge, the Company expects him to fulfill
important duties such as promoting the sustainable growth of the Company andgiving advice to improve corporate value over the medium to long term.
Therefore, the Company proposes his election as Outside Director.

Number ofshares of theCompany heldApril 1986
April 2010

Yoshiki Masuta(December 8, 1962)[New appointment][Outside]6

Reason for
nomination as
candidate for
Outside Director
and expected roles—(Notes)
1. Mr. Yoshiki Masuta is a new candidate for Director.
2. Ms. Atsuko Okajima and Mr. Yoshiki Masuta are candidates for Outside Directors.
The Company has registered Ms. Atsuko Okajima as Independent Director with the Tokyo Stock Exchange inaccordance with its regulations. If her reelection is approved, the Company will continue to register her as Independent
Director with the Tokyo Stock Exchange.
3. The Company has entered into an agreement with Ms. Atsuko Okajima in accordance with the Company’s Articles ofIncorporation and Article 427, Paragraph 1 of the Companies Act to limit her liability for damages pursuant to Article
423, Paragraph 1 of the same Act. If her reelection is approved, the Company will continue said liability limitationagreement with her. Additionally, if election of Mr. Yoshiki Masuta is approved, the Company will enter into the same
liability limitation agreement with him.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, and eachcandidate is insured under the policy. Please refer to page 21 of the Business Report (Japanese version) for outline of-7-

5.

6.
7.

the insurance contract. The Company plans to renew the insurance contract with the same contents at the time of thenext renewal.
A candidate for Director, Mr. Yoshiki Masuta, is concurrently serving as Executive Managing Director of KOBELCOLOGISTICS, 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.
The term of office of Ms. Atsuko Okajima as the Company’s Outside Director will be two years as of the conclusion ofthis Annual General Meeting of Shareholders.
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.

-8-(Reference) Expertise and experience of the candidates for the Company’s Directors (Skill Matrix)
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
Director
29〇

2143
Tadashi
Kusakabe
SeniorManaging
Director
10〇〇

Tetsuji Ogino
Vice President
and Director

45
AtsukoOkajima

6Yoshiki
MasutaManaging
DirectorOutside
DirectorOutside
Director

4

2-

Noboru Igushi〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇

〇

〇〇〇〇

〇〇-9-〇〇〇