Shochiku Co., Ltd.TSE: 9601

Notice of the Annual General Meeting of Shareholders（164KB）

May 2, 2024 at 10:43 AM UTC · Issued by Shochiku Co., Ltd.

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 shall prevail.

(Securities code: 9601) Date of sending by postal mail: May 9, 2024 Starting date of the measures for electronic provision: May 2, 2024

To our shareholders:

Toshihiro Takahashi

Representative Director and President Chief Executive Officer

Shochiku Co., Ltd.

4-1-1 Tsukiji, Chuo-ku, Tokyo

Notice of the 158th Annual General Meeting of Shareholders

You are cordially invited to attend the 158th Annual General Meeting of Shareholders of Shochiku Co., Ltd. (the "Company"), which will be held as stated in the following page.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on below websites. Please access any of these websites using the internet addresses shown below to review the information.

The Company's website: https://www.shochiku.co.jp/company/ir/publicnotice/ (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/9601/teiji/ (in Japanese)

Besides these abovementioned websites, measures for providing information in electronic format are also posted on TSE website.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Please access the TSE website and search for the Company by entering "Shochiku" in the Issue name (company name) field, or the company's securities code "9601" in the Code field. Click "Basic information" then select "Documents for public inspection/PR information" to review the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."

How to exercise voting rights

Exercising voting rights in writing (by mail)

Exercising voting rights electronically such as via the Internet

Please indicate your vote for or against the proposals on the enclosed

voting form and return it so that it is received by the deadline for exercising voting rights as stated below.
Please access the voting website designated by the Company
(https://evote.tr.mufg.jp/) (in Japanese) and follow the instructions on the screen to enter your vote for or against the proposals by the deadline for exercising voting rights as stated below.

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If you are unable to attend the meeting in person, you may exercise your voting rights either via the Internet, etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights by 6:00 p.m. on Monday, May 27, 2024 (JST).

Date and Time: Tuesday, May 28, 2024, at 10:00 a.m. (Reception desk will open at 9:15 a.m.) (JST)
Venue: Togeki Theatre, Togeki Building

4-1-1 Tsukiji, Chuo-ku, Tokyo

3. Purpose:

Matters to be reported:

Business Report and Consolidated Financial Statements for the 158th fiscal year (from March 1, 2023 to February 29, 2024) and audit results of Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
Non-consolidatedFinancial Statements for the 158th fiscal year (March 1, 2023 to February 29, 2024)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of 10 Directors

Measures for Providing Information in Electronic Format

1. For this General Meeting of Shareholders, we have delivered paper-based documents stating the items for which measures for providing information in electronic format are to be taken to all shareholders, regardless of whether or not they have requested them. Pursuant to the provisions of applicable laws and regulations and the Articles of Incorporation, the items listed below will be omitted from the delivered paper-based documents.

"Principal Business," "Principal Offices," "Systems to Ensure Adequacy of Business," "Summary of the Operation of the Systems to Ensure Proper Operation," and "the Policy Regarding Determination of Dividend of Surplus" in the Business Report.
"Consolidated Statements of Changes in Net Assets" and "Tables of Explanatory Notes on Consolidated Financial Statements" in the Consolidated Financial Statements.
"Statements of Changes in Net Assets" and "Tables of Explanatory Notes on Non-consolidated Financial Statements" in the Non- consolidated Financial Statements.

The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members consist of the above items 1) to 3) in addition to the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements provided in this notice. In addition, the Consolidated Financial Statements and Non- consolidated financial Statements audited by the Financial Auditor consist of the above items 2) and 3) in addition to the Consolidated Financial Statements and Non-consolidated Financial Statements provided in this notice.

2. If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each of the above mentioned websites.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

Appropriation of Surplus is to be undertaken as below.

Matters related to the year-end dividend

The company's basic policy regarding the year-end dividend is to take into consideration the sufficiency of the retained earnings to prepare for the reinforcement of earning performance and business infrastructure as well as for the future business development in order to maintain stable dividend. Considering the performance, the year-end dividend for the 158th fiscal year will be paid accordingly as below.

Dividend property class Cash
Matters related to dividend property allotment and its total amount Dividend per common share: 30 yen
Total dividend amount: 414,523,470 yen
Effective date of distribution: May 29, 2024

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Proposal No. 2 Election of 10 Directors

The terms of office of all 13 currently serving Directors (including five outside Directors) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of 10 Directors (including five outside Directors).

The candidates for Director are as follows:

Candid	Name	Gender	Position
ate No.


			Representative Director and
1	Jay Sakomoto	Male	Chairman
			Chairman and Executive Officer
			Representative Director and
2	Toshihiro Takahashi	Male	President
			Chief Executive Officer
			Director
3	Shigeyuki Yamane	Male	Vice President and Executive
			Officer
4	Kazutaka Akimoto	Male	Director
Managing Executive Officer

5	Takahiro Inoue	Male	Director
Managing Executive Officer

6	Kazuo Takahashi	Male	Director and Advisor

	Sanae Tanaka
7	(Real name: Sanae	Female	Director
	Kikugawa)
8	Aya Komaki	Female	Director

9	Tatsuo Uemura	Male	Director

10	Satoshi Maruyama	Male	Director

Candidate attributes

Reelection

Outside Independent officer

Reelection

Outside Independent officer

Reelection

Outside Independent officer

Reelection

Outside Independent officer

Reelection

Outside Independent officer

Attendance at

Board of Directors

meetings

16/17

17/17

16/17

17/17

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Areas in which the Company has particular expectations of each director candidate

	Corporate	Key business and	Financial		Personnel and
Name	management/	industry	Legal affairs	Global skills
accounting	labor affairs
	business strategy	experience

Jay	●	●		●		●
Sakomoto

Toshihiro	●	●	●
Takahashi

Shigeyuki		●
Yamane

Kazutaka	●	●			●
Akimoto

Takahiro	●	●				●
Inoue

Kazuo	●				●
Takahashi

Sanae				●
Tanaka

Aya	●	●
Komaki

Tatsuo				●
Uemura

Satoshi	●		●
Maruyama

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Candidate	Name	Career summary, and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned

	Jay Sakomoto	Apr. 1993	Registered as an attorney at law (current
		position)
	(April 2, 1953)
		Joined Mitsui, Yasuda, Wani & Maeda

	Reelection	May 1998	Vice President and CEO of the Company
	May 2004	President and CEO

	Male	May 2023	Representative Director and Chairman,	11,020
			Chairman and Executive Officer (current
	Attendance at Board of		position)
1	Directors meetings held in the
fiscal year
• Representative Director and Chairman of Shinbashi Enbujo
	16/17 (94%)
	Co., Ltd.

Reasons for nomination as candidate for Director

He was registered as an attorney at law and joined Mitsui, Yasuda, Wani & Maeda in 1993, where he was involved in legal affairs. He was appointed as Vice President and CEO of the Company in 1998, has been responsible for making decisions on important management matters and supervising the execution of business, and he has been exercising leadership in management as President and CEO since 2004 and Representative Director and Chairman, Chairman and Executive Officer of the Company since 2023. He has a high level of professional knowledge in legal affairs, as well as a high level of insight and supervisory ability in management.

	Toshihiro Takahashi	Apr. 1990	Joined the Company
	(September 26, 1967)	May 2012	Operating Officer

	Reelection	May 2015	Director
	May 2018	Managing Director
	Male	1,119
	May 2020	General Manager of Imaging Division (current
	Attendance at Board of		position)
	May 2021	Senior Managing Director
	Directors meetings held in the
2	fiscal year	May 2023	Representative Director and President, Chief
17/17 (100%)		Executive Officer (current position)

	Reasons for nomination as candidate for Director

Since joining the Company in 1990, he has worked in the Administration Division and the Imaging Division, and he was appointed as Director of the Company in 2015. He has been in charge of imaging planning departments, imaging coordination departments, motion picture sales departments, and motion picture advertising departments, etc., and he has served as General Manager of the Imaging Division since 2020, Senior Managing Director since 2021, and he has been exercising leadership in management as Representative Director and President, Chief Executive Officer of the Company since 2023. He has a wide range of experience in the Company, as well as a high level of qualifications and insight in overall corporate management, accounting and finance operations, and imaging-related operations.

	Shigeyuki Yamane	Apr. 1987	Joined the Company
	(May 9, 1964)	May 2011	Operating Officer

	Reelection	May 2014	Director
	May 2016	Managing Director
	Male		951
	May 2019	Senior Managing Director

	Attendance at Board of	May 2021	General Manager of Theatrical Division
		(current position)
3	Directors meetings held in the
fiscal year	May 2023	Director, Vice President and Executive Officer

	17/17 (100%)		(current position)
	Reasons for nomination as candidate for Director
	Since joining the Company in 1987, he has worked in the Theatrical Division. He was appointed as Director of the
	Company in 2014, Senior Managing Director in 2019, General Manager of the Theatrical Division in 2021, and
	Director, Vice President and Executive Officer in 2023. He has been in charge of Kabuki production departments and
	theatrical management departments. He has extensive experience in the Company, as well as qualifications and insight
	in Kabuki and theatre-related operations.

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Candidate	Name	Career summary, and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned

	Kazutaka Akimoto	Apr. 1985	Joined the Company
	(November 23, 1962)	May 2009	Operating Officer

	Reelection	May 2012	Director
	May 2018	Managing Director
	Male	882
	Sept. 2019	General Manager of Administration Division

	Attendance at Board of		(current position)
	May 2023	Director, Managing Executive Officer (current
	Directors meetings held in the
4	fiscal year		position)
	17/17 (100%)
	Reasons for nomination as candidate for Director
	Since joining the Company in 1985, he has worked in the Imaging Division, and he was appointed as Director of the
	Company in 2012, Managing Director in 2018 and Director, Managing Executive Officer in 2023. He has been in
	charge of general affairs departments, personnel departments, and Legal Office, and has extensive experience in the
	Company, serving as General Manager of the Administration Division since 2019 and has been in charge of
	management of western Japan regional businesses since 2020, and possesses qualifications and insight regarding
	imaging-related operations, general affairs, human resources, and legal affairs.
		July 2005	Joined the Company
	Takahiro Inoue	May 2011	Operating Officer, seconded to Shochiku Geino
		Co., Ltd. (President and CEO) as Assistant to
	(January 16, 1968)		General Affairs Department, seconded to
	Reelection		Shochiku Entertainment Co., Ltd. (President
		and CEO) as Assistant to General Affairs
	Male		Department	682
	May 2017	Director

	Attendance at Board of	May 2021	General Manager of Business Development
5	Directors meetings held in the		Division (current position)
fiscal year	May 2022	Managing Director
	17/17 (100%)	May 2023	Director, Managing Executive Officer (current

			position)
	Reasons for nomination as candidate for Director
	Since joining the Company in 2005, he has worked in the Management Information Planning Department (currently,
	Management Planning Department), and he served as President and CEO of Shochiku Geino Co., Ltd. and Shochiku
	Entertainment Co., Ltd. In 2017, he was appointed as Director of the Company, has been in charge of business
	departments and innovation promotion departments, and has served as General Manager of the Business Development
	Division since 2021, Managing Director since 2022 and Director, Managing Executive Officer since 2023. He has
	extensive experience in the Company group, as well as qualifications and insight in business and real estate.

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Candidate	Name	Career summary, and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned

		Apr. 1980	Joined TOKYU CORPORATION (currently,
			TOKYU CORPORATION: Company name in
			Japanese changed with English unchanged)
	Kazuo Takahashi	June 2011	Director
	Apr. 2014	Managing Executive Director and Executive
	(March 1, 1957)
		General Manager of Corporate Planning

	Reelection		Headquarters
	June 2015	Director and Managing Executive Officer
	Outside
	Apr. 2016	Senior Managing Executive Officer
	Independent officer	Apr. 2018	Representative Director (current position),	-
		President & Director and President

	Male	May 2020	Outside Director and Advisor of the Company
	Attendance at Board of		(current position)
	June 2023	Vice Chairman of the Board & Representative
6	Directors meetings held in the		Director of TOKYU CORPORATION (current
fiscal year		position)
	16/17 (94%)

		• Vice Chairman of the Board & Representative Director of
		TOKYU CORPORATION
		• Director & Chairman of TOKYU RAILWAYS Co., Ltd
	Reasons for nomination as candidate for outside Director and expected roles
	Since joining TOKYU CORPORATION (currently, TOKYU CORPORATION: Company name in Japanese changed
	with English unchanged) in 1980, he served as Director and Executive General Manager of the Corporate
	Administration Headquarters from 2011, Managing Executive Director and Executive General Manager of the
	Corporate Planning Headquarters from 2014, Director and Managing Executive Officer from 2015, Senior Managing
	Executive Officer from 2016, Representative Director, President & Director and President since 2018, and Vice
	Chairman of the Board & Representative Director since 2023 of TOKYU CORPORATION. He was appointed in 2020
	as, and is currently serving as, outside Director and Advisor of the Company. He is nominated as a candidate for outside
	Director in the expectation that he will provide useful opinions and suggestions to the Board of Directors since he has a
	high level of insight and supervisory ability in management based on his long years of extensive experience as a
	corporate manager.

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Candidate	Name		Career summary, and position and responsibility in the Company	Number of the
	Company's shares
No.	(Date of birth)		(Significant concurrent positions outside the Company)	owned

			Apr. 1989	Registered as an attorney at law (current
				position)
			Sept. 1991	Opened Sanae Tanaka Law Office,
				Representative (current position)
	Sanae Tanaka		Mar. 2006	Director of The Foundation for the
			Advancement of Life & Insurance Around the
	(Real name: Sanae Kikugawa)
			world
	(July 15, 1962)
		Mar. 2011	Outside Director of Noevir Holdings Co., Ltd.

	Reelection		Mar. 2015	Outside Director of PILOT CORPORATION
	Outside		Apr. 2015	Vice chairperson of TV Asahi Corporation
			Program Assessment Council
				-
	Independent officer		May 2015	Outside Director of the Company (current
				position)
	Female		Mar. 2023	Outside Audit & Supervisory Board Member of
	Attendance at Board of			Asahi Group Holdings, Ltd. (current position)
7		June 2023	Outside Director of TV Asahi Holdings
Directors meetings held in the
			Corporation (current position)
	fiscal year

	16/17 (94%)

			• Representative of Sanae Tanaka Law Office
			• Outside Audit & Supervisory Board Member of Asahi Group
			Holdings, Ltd.
			• Outside Director of TV Asahi Holdings Corporation
	Reasons for nomination as candidate for outside Director and expected roles
	She was registered as an attorney at law in 1989, and opened and represented Sanae Tanaka Law Office in 1991. In
	2015, she was appointed as outside Director of the Company. She has concurrently served as Outside Audit &
	Supervisory Board Member of Asahi Group Holdings, Ltd. and Outside Director of TV Asahi Holdings Corporation
	since 2023. Sanae Tanaka has never been involved in corporate management other than as outside director. However,
	she is nominated as a candidate for outside Director in the expectation that she will provide useful opinions and
	suggestions to the Board of Directors since she has extensive experience as an attorney at law, outside director of other
	companies, and director of various organizations, as well as a high level of professional knowledge, broad insight and
	supervisory ability in legal affairs.

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Candidate	Name	Career summary, and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned

		Apr. 1983	Sanrio Company, Ltd.
	Aya Komaki	June 2014	Advisor of Sanrio Entertainment Co., Ltd.
	June 2015	Director
	(August 16, 1959)
	July 2016	General Manager of Sanrio Puroland (current
	Reelection
		position)
	Outside	June 2019	President and Chief Executive Officer of Sanrio
		Entertainment Co., Ltd. (current position)

	Independent officer	May 2021	Outside Director of the Company (current	-
			position)
	Female	Jul. 2023	External Director of Fukoku Mutual Life
8	Attendance at Board of		Insurance Company. (current position)

	Directors meetings held in the
	• President and Chief Executive Officer of Sanrio Entertainment
	fiscal year
	17/17 (100%)	Co., Ltd.

General Manager of Sanrio Puroland
External Director of Fukoku Mutual Life Insurance Company
Reasons for nomination as candidate for outside Director and expected roles

Since joining Sanrio Company, Ltd. in 1983, she served as Director of Sanrio Entertainment Co., Ltd. from 2015, General Manager of Sanrio Puroland from 2016, and President and Chief Executive Officer of Sanrio Entertainment Co., Ltd. from 2019. She has served as External Director of Fukoku Mutual Life Insurance Company since July 2023. She is nominated as a candidate for outside Director in the expectation that she will provide useful opinions and suggestions to the Board of Directors since she has experience as a corporate manager and deep discernment in the entertainment industry.

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