DeNA : Notice of the Convocation of the 25th Ordinary General Meeting of Shareholders

English Translation of Original Japanese

This is a translation of the original notice in Japanese. In the event of any discrepancy, the original notice in Japanese shall prevail.

Securities code number: 2432

June 8, 2023

To Our Shareholders

DeNA Co., Ltd.

24-12, Shibuya 2-chome

Shibuya-ku, Tokyo

President & CEO: Shingo Okamura

Notice of the Convocation of the 25th

Ordinary General Meeting of Shareholders

You are hereby notified that DeNA will convene its 25th annual ordinary general meeting of shareholders (the "Annual Meeting") as indicated below.

The Company has adopted the measures for electronic provision regarding Reference Documents for the Annual Meeting (matters subject to electronic provision) for the convocation of the Annual Meeting, and has posted the matters subject to the electronic provision on the following websites on the Internet.

• The Company's websitehttps://dena.com/jp/ir/stock/meeting.html
  (Please access the above website and check the information under the "25th Ordinary General Meeting of Shareholders".)
• Tokyo Stock Exchange websitehttps://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
  (Please access the above website, enter and search for our company name or securities code number 2432, and select "Basic information" and "Documents for public inspection/PR information" in that order, and check the information under "Notice of the Convocation of the Ordinary General Meeting of Shareholders/Ordinary General Meeting of Shareholders materials".)
• General Meeting of Shareholders materials websitehttps://d.sokai.jp/2432/teiji/

If you are unable to attend the meeting, you can exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the Annual Meeting and exercise your voting rights by 6:00 p.m. on Friday, June 23, 2023 (JST).

Thank you.

The details of the Annual Meeting are as follows:

1. Time: Sunday, June 25, 2023, at 11 a.m. (reception starts at 10 a.m.)

2. Place: Hikarie Hall, Shibuya Hikarie (9th floor) 21-1, Shibuya 2-chome,Shibuya-ku, Tokyo

3. Objectives of the Annual Meeting Matters to be reported:

1. The contents of the Business Report for the 25th period (April 1, 2022 to March 31, 2023), the Consolidated Financial Statements, and the audit reports of the Accounting Auditor as well as the Company's Board of Corporate Auditors regarding the Consolidated Financial Statements

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b. The contents of the Financial Statements for the 25th period (April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal 1: Allocation of Surplus

Proposal 2: Appointment of Seven (7) Directors

Proposal 3: Appointment of Two (2) Corporate Auditors

• Please note that if you decide to attend the Annual Meeting, please bring the enclosed proxy voting ballot to the meeting and present it at the entrance to the meeting hall. In order to assist us in reducing the amount of paper used, please also bring this Notice of Convocation.

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Reference Documents for the Annual Meeting

Proposals and Reference Documents

Proposal 1: Allocation of Surplus

The proposed allocation of surplus is as follows:

The Company regards as important management priorities the continuing enhancement of its corporate value through business growth and strengthening of its management structure and contributing to shareholders' earnings.

With respect to allocating profit for the year to shareholders through dividend payments, after taking into account such matters as the Company's performance for each fiscal year, the Company adopts as its objective the basic principle of minimum dividend payment equal to a consolidated payout ratio of 15% or an annual dividend of ¥20 per share of the Company's common stock, whichever is higher. At the same time, the Company will continue to aim for the basic principle of dividend payments at a consolidated payout ratio of 30% in the future.

Regarding the final dividend for the 25th period, in accordance with the above-mentioned basic principle, taking into account such factors as the Company's financial results for the fiscal year ended March 31, 2023, the future business environment, and retained earnings necessary for continuing growth, the Company proposes ¥20 per common share of the Company, with the consolidated payout ratio of 26.0%.

1. Type of dividend: Cash dividend
2. Matters related to the allocation of the assets to be paid as dividends and the total amount of dividends: ¥20 per common share of the Company
   A total amount of ¥2,230,368,380
   Note: The above amount includes dividends in the amount of ¥3,577,420 to be paid on the Company's shares held by the Stock Grant ESOP Trust account. The total amount of dividends excluding the above amount shall be ¥2,226,790,960.
3. Effective date of distribution of dividends from surplus: June 26, 2023

(Reference)

The amount of final dividends per share for the last four fiscal years

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Proposal 2: Appointment of Seven (7) Directors

The term of all the Directors (seven in number) will end at the closing of this Annual Meeting. Accordingly, the Company hereby proposes to elect six incumbent Directors (two of which are Outside Directors) and one new Outside Director listed below. The nomination of candidates for Director has been decided by the Board of Directors, upon deliberations and recommendations by the Nomination Committee, which was voluntarily established by the Company with the majority of its members comprised of Independent Outside Directors, based on the analysis and evaluation of the effectiveness of the entire Board of Directors' meetings conducted in the fiscal year ended March 31, 2023. All candidates for Outside Director meet the independence standards set forth by the Company, and upon approval of this proposal as originally proposed, one third or more of Directors will be Independent Outside Directors.

See also pages 18 to 25, "Board Policies in the Nomination of Director and Corporate Auditor Candidates and Skills Matrix (Expertise and Experience of (Planned) Candidates for Director after the Annual Meeting)," "Independence Standards for Independent Board Members," "Structure for Corporate Governance and Internal Control System," and "Analysis and Evaluation of the Board's Effectiveness as a Whole" for reference.

The candidates for Director are as follows:

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Date of birth: April 21, 1962 [Reappointment]

Summary background, position and areas of responsibility

April 1986: Entered McKinsey & Co., Inc. (Japan)

June 1990: Graduated from Harvard Business School (MBA)

December 1996: Partner of McKinsey & Co., Inc. (Japan)

March 1999: Established the Company and became Director

August 1999: Reorganized the Company to Kabushiki Kaisha and became

Representative Director

September 2004: Representative Director and President of the Company

June 2005: Representative Director and President of Mobaoku Co., Ltd.

April 2009: Representative Director, President, and Chief Executive

Officer (CEO) of the Company

June 2011: Director of the Company

June 2013: Director and Executive Officer of the Company

January 2015: Director and Owner of YOKOHAMA DeNA BAYSTARS

BASEBALL CLUB, INC. (present)

June 2015: Director, Executive Chairman, and Executive Officer of the

Company

March 2017: Representative Director, Executive Chairman and Executive

Officer of the Company

September 2019: Representative Director of Delight Ventures, Inc. (present)

April 2021: Representative Director & Executive Chairman of the

Company (present)

March 2023: Representative Director of Delight Builder, Co., Ltd. (present)

Representative Director of Delight Capital, Co., Ltd. (present)

[Important concurrent posts]

Director and Owner of YOKOHAMA DeNA BAYSTARS BASEBALL CLUB, INC.

Representative Director of Delight Ventures, Inc. Representative Director of Delight Builder, Co., Ltd. Representative Director of Delight Capital, Co., Ltd.

[Reasons for nomination as Director]

As founder and Representative Director of the Company, Ms. Tomoko Namba has led the management with deep understanding of the DeNA Group's business, excellent managerial capability and organization and human resources training capability. In addition, as Chairperson of the Board and the person in charge of evaluating the effectiveness of the Board of Directors, she has contributed to strengthening the monitoring functions of the Board of Directors, and continued to contribute to developing the DeNA Group's business by endeavoring to provide new value through support for the launch of new businesses by means of venture funds where the Company makes investments. The Company believes that her talent in communication and her desire and flexibility to provide new value, as well as her contribution to management based on her vast experience in organization management, will remain indispensable for the Company to continue realizing the DeNA Group's mission and vision of bringing delight to everyone. The Company therefore has proposed her for the position of Director.

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