Capcom : Notice of Convocation of the 45th Ordinary General Meeting of Shareholders

This document has been translated from 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: 9697

May 30, 2024

To: Shareholders

Notice of Convocation of the 45th Ordinary General Meeting of Shareholders

We would like to express our appreciation for your continued support, and we also would like to inform you that the 45th Ordinary General Meeting of Shareholders of CAPCOM Co., Ltd. (the "Company") will be held as described below. The Company has taken measures for electronic provision in convening this General Meeting of Shareholders and posted matters subject to measures for electronic provision on the Company's website and other internet site(s) set out below.

[The Company's website] https://www.capcom.co.jp/ir/english/stock/meeting.html

[Tokyo Stock Exchange (TSE) website (Listed Company Search)]

The matters subject to measures for electronic provision are also posted on the Tokyo Stock Exchange, Inc. (TSE) website. Please access the TSE website listed below (Listed Company Search), perform a search by inputting "CAPCOM" into "Issue name (company name)" or "9697" (half-width) into securities "Code," and select "Basic information" and then "Documents for public inspection/PR information."

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You can exercise your voting rights regarding the proposals via the Internet or by mail. Please review the Reference Documents for the General Meeting of Shareholders listed below and exercise your voting rights by 5:30 p.m. Japan time on Wednesday, June 19, 2024.

[Exercising your voting rights by mail]

Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise Form and return the form to the Company before the deadline stated above.

[Exercising your voting rights via the Internet]

Note: Voting via the Internet by means other than the ICJ platform is only available for registered shareholders in Japan in the Japanese language. The ICJ platform is an electronic voting platform for institutional investors via ProxyEdge® system of Broadridge. For further details, please consult with your custodian(s), nominee(s) and/or broker(s).

Exercising voting rights via the Internet can only be done by accessing the website of Mitsubishi UFJ Trust and Banking Corporation, the administrator of the shareholder register ( https://evote.tr.mufg.jp/ ). Please use the log-in ID and temporary password shown on the Voting Rights Exercise Form. After logging in, please indicate your approval or disapproval of each proposal before the deadline stated above by following the instructions on the display screen.

Please see the Guidance for the Exercise of Voting Rights via the Internet attached below (note: intentionally omitted).

The Company participates in the electronic voting rights execution platform for institutional investors operated by ICJ, Inc.

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If voting rights are exercised both via the Internet and using the Voting Rights Exercise Form, the voting rights exercised via the Internet will be considered valid.

(Note)

Your vote is important. We appreciate your participation in the Meeting through the provision of instruction to your custodian(s), broker(s), nominee(s), voting agent(s), or other authorized intermediaries to process your vote as soon as possible. We look forward to receiving your vote.

Yours faithfully,

CAPCOM Co., Ltd.

1-3,Uchihirano-machi3-chome,Chuo-ku,

Osaka, Japan

By: Haruhiro Tsujimoto

President and COO

Representative Director

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		Particulars
1.	Date & Time:	June 20, 2024 (Thursday) at 10:00 a.m.
		(Reception is scheduled to open at 9:00 a.m.)
2.	Place:	The Ritz-Carlton Osaka, The Ritz-Carlton Grand Ballroom, 4th floor
		5-25 Umeda 2-chome,Kita-ku, Osaka

3. Meeting Agenda: Matters to be reported:

1. The Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements for the Company's 45th Fiscal Year (April 1, 2023 - March 31, 2024)
2. Results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements for the Company's 45th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Retained Earnings

Proposal 2: Election of Twelve (12) Directors (Excluding Directors Who Are Members of the Audit and Supervisory Committee)

Proposal 3: Election of Three (3) Directors Who Are Members of the Audit and Supervisory Committee

Proposal 4: Election of One (1) Substitute Director Who Is a Member of the Audit and Supervisory Committee

Proposal 5: Revision of Remuneration for Directors (Excluding Directors Who Are Members of the Audit and Supervisory Committee)

Proposal 6: Introduction of a Performance-linked Stock Remuneration System for Directors (Excluding External Directors and Directors Who Are Members of the Audit and Supervisory Committee)

4. Others:

• If voting rights are exercised both via the Internet and by mail, the voting rights exercised via the Internet will be recognized as valid.
• If voting rights are exercised multiple times via the Internet, the last vote made will be recognized as valid.
• If there is no indication of approval or disapproval of each proposal on the Voting Rights Exercise Form, it will be deemed as approved.

• The documents sent also serve as documents stating the matters subject to measures for electronic provision based on the request for delivery of documents. Based on laws and regulations and the provisions of Article 15, Paragraph 2 of the Company's Articles of Incorporation, the following items are omitted. Accordingly, the relevant documents are part of the documents audited by the Accounting Auditor and the Audit and Supervisory Committee when preparing the audit report.
• • Consolidated notes to the consolidated financial statements
  • Non-consolidatednotes to the non-consolidated financial statements
• If any amendments are made to the matters subject to measures for electronic provision, said amendments will be posted on each website listed above.
• Instead of sending out a written notice on the results of the resolutions of this Ordinary General Meeting of Shareholders, the results will be posted on the Company's website (https://www.capcom.co.jp/ir/english/stock/meeting.html) after the conclusion of the Ordinary General Meeting of Shareholders.
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• If the situation changes by the day of the General Meeting of Shareholders due to future circumstances, information will be posted on the Company's website
  (https://www.capcom.co.jp/ir/english/stock/meeting.html).

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Total: ¥9,163,787,620

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Retained Earnings

The Company considers the return of profits to shareholders to be one of its most important management issues. Taking future business development and changes in the business environment into consideration, the Company aims for the consolidated payout ratio of 30% as its basic policy and strives to continuously pay stable dividends.

The Company ensures the investments necessary to increase corporate value and financial soundness. Based on the above policy, and from the perspective of shareholder returns that take cash flows into consideration, as well as the fact that the Company achieved a new record high in terms of net income attributable to owners of the parent, the Company proposes a year-end dividend of ¥43 per share for the fiscal year under review, which represents an increase of ¥3 compared to the previous fiscal year's year- end dividend of ¥40 (¥30 as ordinary dividend, ¥10 as commemorative dividend).

As a result, the annual dividend for the fiscal year under review will be ¥70 per share, as the Company already paid an interim dividend of ¥27 per share, and the consolidated payout ratio will be 33.7%.

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property and the total amount paid to shareholders

Per share of common stock of the Company: ¥43

3. Effective date of appropriation of surplus June 21, 2024 (Friday)

(Reference) Trends in dividends, etc.

								45th
		41st	42nd		43rd		44th	Fiscal Year
		Fiscal Year	Fiscal Year		Fiscal Year		Fiscal Year	ended
		ended	ended		ended		ended	March 2024
		March 2020	March 2021		March 2022		March 2023	(Fiscal Year
								under Review)
	Annual Dividend per	45	71		46		63	70
	Share (Yen)
	Annual Dividend	4,803	7,579		9,820	13,426	14,917
	(Millions Yen)
	Consolidated Dividend	30.1	30.4		30.2	36.1	33.7
	Payout Ratio (%)

(Notes) 1. A stock split took place as at April 1, 2024, whereby one ordinary share was split into two shares.

1. The consolidated payout ratio for the 44th Fiscal Year was calculated with the inclusion of a 40th anniversary commemorative dividend of ¥10.
2. The figures for the 45th Fiscal Year (Fiscal Year under Review) assume that this proposal will be approved as originally proposed.
3. • 5 -

Proposal 2: Election of Twelve (12) Directors (Excluding Directors Who Are Members of the Audit and Supervisory Committee)

The terms of office of all twelve (12) current Directors (excluding Directors who are members of the Audit and Supervisory Committee) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect twelve (12) Directors.

In the selection of the candidates for Director, to enhance transparency and objectivity, the Company consulted the Nomination and Remuneration Committee (chaired by an External Director, with External Directors comprising the majority of its members), and the Board of Directors decided on the candidates after deliberation and recommendations by the Committee.

The Audit and Supervisory Committee, as a result of deliberation of this proposal, has expressed its opinion that the candidates are appropriate as Directors of the Company.

The candidates for Director are as follows.

				Years	Attendance at the	Number of
				serving	listed
No.	Name	Current positions and responsibilities	Board of Directors
at the Company	as	meetings	companies
			Director	concurrently
				(BOD attendance)
				(Tenure)	served
1	Kenzo Tsujimoto	[Internal]	Chairman and Representative Director,	41	9/10	-
[Reappointment]	Chief Executive Officer (CEO)	90%
	Haruhiro	[Internal]	President and Representative Director,		10/10
2	Chief Operating Officer (COO), in	27	-
Tsujimoto	[Reappointment]	100%
	charge of Arcade Operations Business
			Representative Director, Executive Vice
3	Satoshi Miyazaki	[Internal]	President, Chief Human Resources	3	10/10	-
[Reappointment]	Officer (CHO), in charge of Corporate	100%
			Management
	Kenkichi	[Internal]	Director, Executive Vice President, Chief		10/10
4	Financial Officer (CFO), deputy in	8	-
Nomura	[Reappointment]	100%
	charge of Corporate Management
			Director, Executive Corporate Officer,
5	Yoichi Egawa	[Internal]	Chief Product Officer (CPO), in charge	11	10/10	-
[Reappointment]	of Development Divisions and Pachinko	100%
			& Pachislo Business Divisions
6	Yoshinori Ishida	[Internal]	Director, Executive Corporate Officer, in	2	10/10	-
[Reappointment]	charge of Global Business Division	100%
		[Internal]	Director, Executive Corporate Officer,		10/10
7	Ryozo Tsujimoto	and deputy in charge of Development	2	-
[Reappointment]	100%
			Divisions
		[External]			10/10
8	Toru Muranaka	[Reappointment]	Director	8	1
100%
		[Independent]
	Yutaka	[External]			9/10
9	[Reappointment]	Director	6	1
Mizukoshi	90%
	[Independent]
		[External]			10/10
10	Toshiro Muto	[Reappointment]	Director	2	-
100%
		[Independent]
		[External]			10/10
11	Yumi Hirose	[Reappointment]	Director	2	1
100%
		[Independent]
12	Main Kohda	[External]	-	-	-	2
[New appointment]
		[Independent]

(Note) "Years serving as Director (Tenure)" are as of the conclusion of this General Meeting of Shareholders.

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		Jun. 1983 President and Representative Director of the Company
		Apr. 1997 Chairman of the Association of Copyright for Computer
			Software
		Apr. 2001 Chief Executive Officer (CEO) of the Company (to
			present)
		Jul. 2007	Chairman and Representative Director (to present)
		Dec. 2007 CEO of Kenzo Estate, Inc. (to present)
		Feb. 2010 Representative Director of Kenzo Estate Winery Japan
			Co., Ltd. (to present)
	[Internal]	[Significant concurrent positions]	4,039,860
	[Reappointment]
	CEO of Kenzo Estate, Inc.
	Kenzo Tsujimoto	Representative Director of Kenzo Estate Winery Japan Co., Ltd.
	(December 15, 1940)
1	[Tenure]
	41 years
	[BOD attendance]
	9/10 (90%)
	[Reason for nomination and expected roles]
	Mr. Kenzo Tsujimoto has led the Capcom Group as CEO with his strong leadership, excellent foresight, and
	abundant experience, as well as his ability to make swift decisions and execute them well. His charismatic presence
	as the founder of the Company provides a spiritual linchpin and unifying force for the Company's officers and
	employees.
	In light of his achievements to date, and as he can be expected to continue to contribute to the enhancement of
	corporate value, the Company requests his re-election as Director.
	[Special interests between the candidate and the Company]
	Mr. Tsujimoto is concurrently the Representative Director and CEO of the Kenzo Estate Group. The Company has
	a trading relationship with the Group, including purchase of its products. Transactions accounted for less than 1%
	of consolidated net sales for the Company, and the Company's Board of Directors has approved these transactions
	as a conflict-of-interest transaction.

(Note) A stock split took place as at April 1, 2024. Number of share of the Company held at each candidate was as at March 31, 2024.

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		Apr. 1987	Joined the Company
		Jun. 1997	Director
		Feb. 1999	Managing Director
		Apr. 2001	Senior Managing Director
		Jul. 2004	Director and Executive Corporate Officer
		Apr. 2006	Director and Executive Vice President
		Jul. 2007	President and Representative Director, Chief Operating
			Officer (COO) (to present)
		Aug. 2016	President and Representative Director, in charge of Global
	[Internal]		Marketing Business and Arcade Operations Business	6,026,300
	[Reappointment]	Jun. 2022	President and Representative Director, in charge of Arcade
	Haruhiro Tsujimoto		Operations Business (to present)
	May 2023	Chairman, Computer Entertainment Supplier's Association
	(October 19, 1964)		(to present)
2	[Tenure]	[Significant concurrent positions]
27 years	Chairman, Computer Entertainment Supplier's Association
	[BOD attendance]
	10/10 (100%)
	[Reason for nomination and expected roles]
	Since taking office as President, Mr. Haruhiro Tsujimoto has, as COO, been engaged in the deep cultivation of the
	Company's existing business and in the diversification of its business fields. In addition to strengthening software
	development, the core business of the Capcom Group, and promoting its Single Content Multiple Usage Strategy,
	he has worked to enhance the Arcade Operations and eSports business. He has also worked steadily to strengthen
	the Company's management foundations with agile management and sound executive skills in response to changes
	in the environment.
	As he can be expected to continue to contribute to the Company's advancement, the Company requests his re-
	election as Director.
	[Special interests between the candidate and the Company]
	Mr. Tsujimoto is concurrently the Chairman of Computer Entertainment Supplier's Association, with which the
	Company has a trading relationship, including the payment of annual membership fees.

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		Apr. 1983	Joined The Industrial Bank of Japan, Ltd. (now Mizuho
			Bank, Ltd.)
		Apr. 2011	Executive Officer, General Manager of Corporate Banking
			Division No. 6 of the Mizuho Corporate Bank, Ltd. (now
			Mizuho Bank, Ltd.)
		Apr. 2013	Managing Executive Officer in charge of Sales of Mizuho
			Corporate Bank, Ltd. and Mizuho Bank, Ltd.
		Apr. 2016	Executive Officer and Deputy President in charge of
			Western Japan of Mizuho Financial Group, Inc.
	[Internal]		Representative Director and Deputy President, Executive	5,000
		Officer in charge of Western Japan of Mizuho Bank, Ltd.
	[Reappointment]	Apr. 2020
		Representative Director and Deputy President of Mizuho
	Satoshi Miyazaki		Bank, Ltd.
3	(February 23, 1960)	Apr. 2021	Resigned from the post above
	May 2021	Executive Vice President of the Company (to present)
	[Tenure]	Jun. 2021	Director (to present)
	3 years	Apr. 2022	Director, Chief Human Resources Officer (CHO) and in
	[BOD attendance]		charge of Corporate Management (to present)
	Apr. 2024	Representative Director (to present)
	10/10 (100%)
	[Reason for nomination and expected roles]
	With his many years of experience working for financial institutions and his broad insight and knowledge, Mr.
	Satoshi Miyazaki is working to strengthen the foundations of the Capcom Group's top management and overall
	management. As well as having oversight of the Administrative Divisions in general, he is also pushing forward
	with the Company's human resources investment strategy as CHO.
	As he can be expected to continue to contribute to the Company's sustainable growth and enhancement of
	corporate value, the Company requests his re-election as Director.
	[Special interests between the candidate and the Company]
	There are no special interests between the candidate and the Company.

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		Apr. 2009	Corporate Officer, Head of Internal Control of the
			Company
		Jul. 2010	Managing Corporate Officer, Head of Financial and
			Accounting
		Jun. 2015	Managing Corporate Officer, Head of Financial and
			Accounting, and Head of Secretarial Affairs, Public
			Relations and Investor Relations
		Apr. 2016	Executive Corporate Officer, General Manager of Finance,
			Accounting and Public Relations Divisions
		Jun. 2016	Director, Chief Financial Officer (CFO) (to present), in
	[Internal]		charge of Corporate Management	12,000
	[Reappointment]	Apr. 2020	Director, in charge of Corporate Management and
			Planning and Strategy Divisions
	Kenkichi Nomura	Apr. 2022	Director, deputy in charge of Corporate Management (to
	(May 18, 1955)		present)
	Jul. 2023	Director, Head of Legal Affairs and Asset Management (to
4
[Tenure]		present)
	Apr. 2024	Director, Executive Vice President (to present)
	8 years
	[BOD attendance]
	10/10 (100%)
	[Reason for nomination and expected roles]
	With his expert knowledge and wealth of experience in finance, accounting, investor and public relations, and risk
	management, Mr. Kenkichi Nomura has overseen the Company's Administrative Divisions in general as CFO and
	has worked to build a strong financial structure for the Capcom Group for the achievement of its medium-term
	management objective. He also works tirelessly in a wide range of fields, including management planning and
	implementation of business strategy, to achieve further growth for the Company.
	As he can be expected to continue to play an important role in the advancement of the Company, the Company
	requests his re-election as Director.
	[Special interests between the candidate and the Company]
	There are no special interests between the candidate and the Company.

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