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, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.
Securities Code 7458
June 4, 2024
(Start date of measures for electronic provision: May 30, 2024)
To Our Shareholders:
Tadahiro Hoshi
President
DAIICHIKOSHO CO., LTD.
5-5-26 Kitashinagawa, Shinagawa-ku, TokyoNotice of Convocation ofthe 49th Ordinary General Meeting of Shareholders
1. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.)

2. Venue:“Pegasus,” 1st floor, Hilton Tokyo Odaiba
1-9-1 Daiba, Minato-ku, Tokyo

3. Purpose of the Meeting:
Proposals to be resolved:
Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

Proposal No. 3:

Election of Two (2) Corporate Auditors

Proposal No. 4:

Election of One (1) Substitute Corporate Auditor-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company positions the medium- to long-term enhancement of corporate value and the return of profit toshareholders as one of the important management issues for the Company.
The Company proposes to pay a year-end dividend for the current fiscal year as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the aggregate amount¥29 per common share of the Company (Annual dividend of ¥57 when including the interim dividend)
Aggregate amount of dividends will be ¥3,098,783,197.
(3) Effective date of dividends of surplus
June 24, 2024

-2-Proposal No. 2: Partial Amendments to the Articles of Incorporation
1.

Reasons for amendments

To prepare for the event that the number of Corporate Auditors falls below the number required by laws
and regulations, the Company proposes to amend the Articles of Incorporation of the Company to add provisions
with regard to Substitute Corporate Auditor.
2.

Details of amendments
The details of the amendments are as follows.
(Underlines indicate amended parts.)
Proposed Amendments
Articles 1 to 33 (Unchanged)

Current Articles of Incorporation
Articles 1 to 33 (Provisions omitted)(Election of Corporate Auditors)
Article 34 Corporate Auditors shall be elected byresolutions of the general meeting ofshareholders.
2. Resolutions for the election of Corporate Auditors
shall be adopted by a majority of the voting rightsof shareholders present at the general meeting ofshareholders where the shareholders holding a
proportion of one-third (1/3) or more of all theexercisable voting rights of shareholders arepresent.
(Newly established)(Newly established)(Term of Office of Corporate Auditors)
Article 35 The term of office of Corporate Auditors
shall expire at the close of the ordinary general
meeting of shareholders held with respect to thelast business year ending within four (4) years
after their election.

(Election of Corporate Auditors)
Article 34(Unchanged)
2.

(Unchanged)

3. In accordance with the provisions of Article 329,
paragraph 3 of the Companies Act, in order toprepare for the event that the number of Corporate
Auditors falls below the number required by laws
and regulations or the Company’s Articles ofIncorporation, the Company may elect SubstituteCorporate Auditor at the ordinary general meetingof shareholders.
4. A resolution for the election of a SubstituteCorporate Auditor, which is stipulated in thepreceding paragraph, shall be effective until thecommencement of the ordinary general meetingof shareholders held with respect to the lastbusiness year ending within four (4) years after
the adoption of such resolution.
(Term of Office of Corporate Auditors)
Article 35(Unchanged)-3-Current Articles of Incorporation
2. The term of office of Corporate Auditor elected tofill a vacancy shall be until the expiration of theterm of office of the resigned Corporate Auditor.

Proposed Amendments
2. The term of office of a Corporate Auditor elected
to fill a vacancy due to the resignation of another
Corporate Auditor before the expiration of his/herterm of office shall be until the expiration of theterm of office of such resigned Corporate Auditor.
Provided, however, that in the case where
Substitute Corporate Auditor who is elected under
the provisions of Article 34, paragraph 3 has taken
office, his/her term of office shall not exceed theclose of the ordinary general meeting ofshareholders held with respect to the last businessyear ending within four (4) years after his/herelection as Substitute Corporate Auditor.

-4-Proposal No. 3: Election of Two (2) Corporate Auditors
At the conclusion of this Ordinary General Meetings of Shareholders, the terms of office of Corporate
Auditors Masumi Arichika and Hiroyoshi Shibano will expire. Therefore, the Company proposes to elect two(2) Corporate Auditors.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for Corporate Auditors are as follows:No.

Name(Date of birth)
Jan. 1982

Joined Tokai Daiichikosho Co., Ltd.

July 1982

Joined Himeji Daiichikosho Co., Ltd. (currentlyHyogo Daiichikosho Co., Ltd.)

Hiroyoshi
ShibanoOct. 1983

Joined Harima Daiichikosho Co., Ltd. (currentlyHyogo Daiichikosho Co., Ltd.)(February 23, 1962)

Apr. 1991

Director of Harima Daiichikosho Co., Ltd. (currently
Hyogo Daiichikosho Co., Ltd.)

Apr. 1998

Representative Director & President of Harima
Daiichikosho Co., Ltd. (currently Hyogo DaiichikoshoCo., Ltd.)March 2012

(100%)

Retired as Representative Director & President ofHyogo Daiichikosho Co., Ltd.

Apr. 2012[Attendance at theBoard of Corporate
Auditors meetings]

Representative Director & President of Keihan
Daiichikosho Co., Ltd. (currently Kinki DaiichikoshoCo., Ltd.)

June 2017Retired as Representative Director & President ofKeihan Daiichikosho Co., Ltd. (currently Kinki
Daiichikosho Co., Ltd.)

July 2017

Advisor of the Company

June 2020

Corporate Auditor of the Company (current position)[Reappointment][Attendance at theBoard of Directorsmeetings]
12 out of 12 meetings
1Career summary, positions,and significant concurrent positions

15 out of 15 meetings(100%)

Number ofshares of theCompany held

38,200[Reason for nomination as candidate for Corporate Auditor]
Mr. Hiroyoshi Shibano has long been involved in the sales and store operation departments of sales
subsidiaries, particularly in overseeing the Kansai region. He also has extensive experience and knowledge inthe management of subsidiaries. The Company judges he would appropriately carry out his duties as a
Corporate Auditor.

-5-No.

Name(Date of birth)

Career summary, positions,and significant concurrent positions[New election][Outside][Independent]

Aug. 1982

Music composer and arranger

May 1987

Joined Japan Composer’s AssociationMay 2001

Joined Japanese Society for Rights of Authors ,Composers and Publishers (JASRAC)

Masakane
FukudaApr. 2024

Director of KIDOAIRAKUSHA Ltd. (current position)

Number ofshares of theCompany held(May 11, 1963)

20[Attendance at theBoard of Directorsmeetings][Attendance at theBoard of Corporate
Auditors meetings]-[Reason for nomination as candidate for Outside Corporate Auditor]
Mr. Masakane Fukuda has suitable insight into music-related legal affairs and the entire music industry throughhis long-standing experience in the management of songs and music copyrights, etc., and the Company has
therefore nominated him as a candidate for Outside Corporate Auditor. Although he has no previous
experience of being directly involved in corporate management, the Company judges he would appropriately
carry out his duties as an Outside Corporate Auditor for the above reasons.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with Directors,
Corporate Auditors and Corporate Officers as the insured. This insurance contract covers
damages, litigation expenses and other such outlays that may result from the insured Directors,
Corporate Auditors and Corporate Officers being liable for the performance of their duties orbeing subject to a claim for the pursuit of such liability. Provided, however, that there are certain
exemptions; for example, damage caused as a result of any conduct committed while knowingthat the conduct is in violation of laws and regulations shall not be covered. The Company bears
all insurance premiums. If the candidates are elected, each of them will be included in theinsured of this insurance contract, which is to be renewed during their terms of office.
3. Harima Daiichikosho Co., Ltd. and Himeji Daiichikosho Co., Ltd., both of which are mentioned
in the career summary of Hiroyoshi Shibano, merged with Harima Daiichikosho Co., Ltd. as thesurviving company. The new company was renamed Hyogo Daiichikosho Co., Ltd.
4. Masakane Fukuda is a candidate for new appointment as Outside Corporate Auditor.
5. In the event that the election of Masakane Fukuda is approved, pursuant to the provisions ofArticle 427, paragraph 1 of the Companies Act, the Company plans to enter into agreements tolimit his liability for damages under Article 423, paragraph 1 of the same Act. Furthermore, themaximum amount of liability pursuant to the aforesaid agreements is the amount stipulated bylaws and regulations.
6. Masakane Fukuda meets the conditions for independent officers under the provisions laid out
by the Tokyo Stock Exchange. If his election is approved, the Company plans to submit
notification to the Tokyo Stock Exchange of his appointment as independent officer.

-6-Proposal No. 4: Election of One (1) Substitute Corporate Auditor
To prepare for the event that the number of Corporate Auditors falls below the number required by laws
and regulations, the Company proposes to elect one (1) Substitute Outside Corporate Auditor in advance.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidate for Substitute Corporate Auditor is as follows:

Name(Date of birth)

Career summary, positions,and significant concurrent positions
Nov. 1995

Joined Asahi & Co. (currently KPMG AZSA LLC)

June 2004

Seconded to Nomura Securities, Co., Ltd.

July 2006

Returned to KPMG AZSA LLC

Yuichiro Takase

June 2008

Partner of KPMG AZSA LLC(February 27, 1971)

July 2018

Head of Finance Accounting Adversary Services
Department of KPMG AZSA LLC

July 2023

Retired from KPMG AZSA LLC

Aug. 2023

Representative of Yuichiro Takase Certified Public
Accountant Office (current position)

Apr. 2024

Representative Director of Financial Value & Advisors
Co., Ltd. (current position)[Outside][Independent][Attendance at theBoard of Directors
meetings]-

Number ofshares of theCompany held

[Attendance at theBoard of Corporate
Auditors meetings][Reason for nomination as candidate for Substitute Corporate Auditor]
Mr. Takase has extensive experience from his long-standing service as a certified public accountant andsuitable insight related to finance and accounting, and the Company has therefore nominated him as a
candidate for Substitute Outside Corporate Auditor. Although he has no previous experience of being directly
involved in corporate management, the Company judges he would appropriately carry out his duties as a
Substitute Outside Corporate Auditor for the above reasons.
Notes:

1. There is no special interest between Yuichiro Takase and the Company.
2. Yuichiro Takase is a candidate for Substitute Outside Corporate Auditor.
3. If Yuichiro Takase takes office of Outside Corporate Auditor, pursuant to the provisions ofArticle 427, paragraph 1 of the Companies Act, the Company plans to enter into agreementswith him to limit his liability for damages under Article 423, paragraph 1 of the same Act.
Furthermore, the maximum amount of liability pursuant to the aforesaid agreements is theamount stipulated by laws and regulations.
4. If Yuichiro Takase takes office of Outside Corporate Auditor, the Company plans to submitnotification to the Tokyo Stock Exchange of his appointment as independent officer.
5. The Company has concluded a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with Directors,
Corporate Auditors and Corporate Officers as the insured. This insurance contract covers
damages, litigation expenses and other such outlays that may result from the insured Directors,
Corporate Auditors and Corporate Officers being liable for the performance of their duties orbeing subject to a claim for the pursuit of such liability. Provided, however, that there are certain
exemptions; for example, damage caused as a result of any conduct committed while knowingthat the conduct is in violation of laws and regulations shall not be covered. If Yuichiro Takase-7-0

takes office of Outside Corporate Auditor, he will be the insured of this insurance contract. TheCompany bears all insurance premiums.
(Reference)

Policies and Procedures on the Appointment/Dismissal of Representative Director as well ason the Nomination of Candidates for Directors and Corporate Auditors
The Company has clarified the roles expected of Representative Director and Directors in the form of seven key
roles expected of Directors (innovative spirit, flexibility for change, ability to understand the essence, ability toenvision, breaking free of the past, utilization of diversity, risk management) in the “Standards for Evaluating
Directors’ Performance.”
In the appointment of Representative Director, abilities to envisage strategies based on the Group’s corporate
philosophy and strong capabilities to execute business are required as vital preconditions, apart from theaforementioned roles expected of Directors.
In the nomination of candidates for Directors, appropriate persons are selected in overall consideration ofindividual character and insights necessary for executing management/ supervisory functions, based on theaforementioned seven key roles expected of Directors.
In the nomination of candidates for Corporate Auditors, appropriate persons are selected based on their insight
into corporate risks, abilities to honestly articulate opinions to the corporate manager, and capabilities tocontribute to the enhancement of the soundness and transparency of management.
In the appointment of Representative Director as well as the nomination of candidates for Directors andCorporate Auditors, the Personnel Affairs Advisory Committee chaired by an Outside Director shall conduct
prior deliberation and submit its opinion to the Board of Directors. The Board shall carefully review such
opinions and make decisions.
Dismissal of Representative Director shall be decided by the Board of Directors whenever deviation from thestandards that warranted the appointment is recognized. However, as a fail-safe system in the event of the Boardof Directors falling into a state of dysfunction for whatever reason, the Personnel Affairs Advisory Committee
chaired by an Outside Director shall provide the Board of Directors with advice or recommendations fordismissal.

Criteria for Assessing the Independence of Independent Officers of the Company
The Company sets forth the “Criteria for Assessing the Independence of Independent Officer of the Company,”
and designates individuals to whom none of the following criteria apply as Independent Officers.
(1) An executive of the Company or an affiliate of the Company or a person who has served as an executiveof the Company or an affiliate of the Company in the past ten (10) years.
(2) A person who has the Group as its major business partner or its executive.
(3) A person who is the major business partner of the Daiichikosho Group or its executive.
(4) A person who is a major shareholder of the Company (directly or indirectly holding 10% or more of thevoting rights) or its executive.
(5) A person in whom 10% or more of the voting rights is held directly or indirectly by the Company or itsexecutive.
(6) A person affiliated with an audit firm, which serves as the Accounting Auditor of the Group.
(7) An attorney, a certified public accountant, a tax accounting or a consultant, and the like, who receives
considerable monetary compensation or other properties from the Group other than executivecompensation.
(8) A director or other executive of legal entities or organization, including legal firms, audit firms, tax
accountant firms or consulting firms, and the like, which receives considerable monetary compensation orother properties from the Group.
(9) A person, who receives considerable amounts of donations or subsidies from the Group, or a director or-8-other executive of legal entities or organizations including legal firms, audit firms, tax accountant firms orconsulting firms, and the like, which receives considerable amounts of donations or subsidies from theGroup.
(10) An Executive Director, an Executive Officer, a Corporate Officer or an employee, including a Manager ofa company, at which an Executive Director or a Standing Corporate Auditor of the Group concurrently
serves as Outside Director or Outside Corporate Auditor.
(11) Any person to whom items (2) through (10) applied in the past three (3) years; and(12) In cases where a person to whom items (1) through (11) above applies is in an important position, thespouse or a relative within the second degree of kinship of such person.

-9-