Dai ichi Life : Convocation Notice of the Annual General Meeting of Shareholders for the 14th Fiscal Year

Note: This Convocation Notice is a translation of the Japanese language original for convenience purposes only, and in the event of any discrepancy, the Japanese language original shall prevail.

Dai-ichi Life Holdings, Inc.

(Securities Code: 8750)

Convocation Notice of the Annual General Meeting of Shareholders for the 14th Fiscal Year

Date and Time:

13:00 (1:00 p.m.) on Monday, June 24, 2024 (Reception scheduled to open at 12:00)

Venue:

Heian Room on the 1st floor of The Okura Prestige Tower The Okura Tokyo

2-10-4 Toranomon, Minato-ku, Tokyo

Matters to be Resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

Proposal 3: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members

Proposal 4: Election of One (1) Substitute Director Serving as Audit & Supervisory Committee Member

Exercise of Voting Rights in Advance

We ask shareholders to exercise their voting rights in advance via the Internet or in writing. For details, please see pages 10 through 11.

Voting deadline:

17:00 (5:00 p.m.) on Friday, June 21, 2024

Exercise your voting rights smoothly with your smartphone. We donate a portion of mailing expenses to be curbed.

May 2024

Tetsuya Kikuta

President and Representative Director (CEO)

Dai-ichi Life Holdings, Inc.

To Our Shareholders

I would like to take this opportunity to thank you, our shareholders, for your support of Dai-ichi Life Holdings, Inc.

The Group steadily advanced its four key initiatives (domestic business, overseas business, finance/capital management, and sustainability & business foundation) under the medium-term management plan "Re- connect 2023" which ran through fiscal 2023, and, although some issues remain, mostly achieved the target levels of key indicators (KPIs).

The business environment surrounding the Group, which operates globally, is becoming increasingly complex. While geopolitical tensions are continuing in various regions of the world and significantly affecting the world economy, generated AI and semiconductors are driving the growth of the global stock market. Japan has re-entered the world of interest rates with the termination of the negative interest rate policy, and the diversification of customers' lifestyles and values is accelerating with the rapid digitalization since the COVID-19 pandemic.

While economic growth and dramatic advances in technology continue around the world, there are also social divisions and various bipolarizations, both in Japan and abroad. We believe that we must not turn our eyes away, but remain close to society and people, and continue sincere initiatives to solve social issues.

In such an environment with increasing complexity and diversification, it is becoming more difficult for us to sustainably contribute to society and grow as a company simply by continuing to operate the life insurance business in the traditional narrow sense of the term. In order for the Group to continue to meet expectations from stakeholders, we believe it is essential to reform into an insurance service provider that supports all aspects of our customers' daily lives.

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Vision for 2030

Our vision for 2030 is to be #1 in Japan in the four areas: "Customer Satisfaction," "Employee Satisfaction," "Innovation in Product and Service," and "Corporate Value," thereby becoming a "Global top-tier insurance group" and "Leader in the future of insurance industry."

To realize this vision, we have promoted the drastic enhancement of organizational capabilities through the hiring of professional human resources from Japan and overseas. In addition, we acquired ipet Holdings, Inc., Japan's leading pet insurance company, in fiscal 2022, and Benefit One Inc., Japan's largest employee benefits service provider, in fiscal 2023, as Group companies. We also plan to acquire Canyon Partners, a US- based asset management company, as a Group company in fiscal 2024. In this way, we are aggressively expanding our wings into new business areas.

New Medium-Term Management Plan

The Dai-ichi Life Group medium-term management plan covering fiscal years 2024 to 2026 has been launched from fiscal 2024.

This new medium-term management plan has been formulated by backcasting from the vision for 2030, and based on the sense of the level to be achieved and what we need to realize over the next three years. We have positioned these three years as "three years in which we will boldly take on the challenge for the transformation with a strong will, a sense of determination and with speed," and commit to realizing the following points in fiscal 2026.

●Capital efficiency (ROE) that consistently exceeds the cost of capital

• Building a foundation for transformation into an insurance service provider ●Group adjusted profit of 400 billion yen

We believe that the realization of these points will make it possible for our market cap to reach the 6 trillion-yen level by the end of fiscal 2026.

In particular, we are committed to achieving the enhancement of capital efficiency, which we have been working on continuously, as one of our most priority issues.

In addition, we will maintain operations with an emphasis on shareholder returns. Specifically, we will raise the dividend payout ratio from 30% to 40%, as well as implement agile share buybacks. In addition, we have promoted attractive programs for shareholders, such as introducing an interim dividend and a shareholder incentive plan, and will further enhance these programs in the future.

The quantitative targets in the new medium- term management plan, which include the above, are as follows.

[Key Quantitative Targets]

*"ESR (Economic Solvency Ratio) " is the economic solvency ratio, an indicator of financial soundness based on economic value.

Please refer to the Company's website for details of the new medium-term management plan. https://www.dai-ichi-life- hd.com/en/investor/pdf/event_006.pdf

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Strengthening of Business Foundation

The Company has been strengthening its business foundation across the Group. We introduced the "CXO" system in fiscal 2022, and have subsequently expanded the system by appointing professional human resources with a wealth of global experience as management team members from outside the company.

From fiscal 2024, in addition to the establishment of "CXO" positions in four new areas, we have appointed "Group Heads" positions in the four main businesses of Protection Business (Japan), International Life Insurance Business, Retirement, Savings and Asset Management Business and New Fields of Business, in order to improve the efficiency of business operations by clarifying business responsibilities in each area. We intend to further strengthen the governance structure in the form of a vertical and horizontal matrix with the corporate function centered on 11 "CXOs" and the business promotion function centered on four "Group Heads" to achieve efficient business promotion across the Group.

Revision of Group Principles

Together with the formulation of the new medium-term management plan, we have renewed our principles in order to reconsider the reasons for the Group's existence and the worldview we want to achieve in the modern age, and to serve as a guideline for the future to move forward as the entire group.

[Purpose (reason of our existence in society)]

The newly established Purpose of the Group is "Partnering with you to build a brighter and more secure future."

It expresses the Group's intention to contribute to the realization of a sustainable society on a global scale, while expanding the value it delivers and looking to the future, by staying closely with the diverse values of all stakeholders and pioneering new paths.

[Values (Values to be upheld)]

Values are the principles that guide our daily actions toward the realization of our Purpose. We have defined the following three values to be upheld in order to express our commitment to earnestly considering everyone relating to the Group, to always pursue the best with sincerity, and to strive for reform with a sense of speed.

With these new principles in mind, the Group will continue to realize the happiness and hope of each and every customer through the global delivery of the best products and services for our customers, who need more than just life insurance.

I sincerely look forward to your continued support of the Group, which will continue to reform and strive to realize our vision.

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Table of Contents

P.5 Convocation Notice of the Annual General Meeting of Shareholders for the 14th Fiscal Year

P.8 Flow of Events Leading Up to the Meeting

P.10 Guidance on the Exercise of Voting Rights

P.12 Reference Materials for the General Meeting of Shareholders

P.12 Proposal 1: Appropriation of Surplus

P.15 Proposal 2: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

P.26 Proposal 3: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members

P.36 Proposal 4: Election of One (1) Substitute Director Serving as Audit & Supervisory Committee Member

P.41 Reference: Initiatives for Corporate Governance

P.52 FY 2023 Business Report

P.82 Consolidated Financial Statements, etc.

P.82 Consolidated Financial Statements

P.84 Non-Consolidated Financial Statements

P.86 Audit Reports

P.96 Reference：Q&A

P.102 Information regarding Submitting Questions in Advance

Information regarding Live Streaming

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(Securities Code: 8750) May 30, 2024

(Date of commencement of electronic provision: May 15, 2024)

To our shareholders

Tetsuya Kikuta

Representative Director and President

CEO

Dai-ichi Life Holdings, Inc.

13-1, Yurakucho 1-chome,Chiyoda-ku, Tokyo

Convocation Notice of the Annual General Meeting of Shareholders for the 14th Fiscal Year

I would like to take this opportunity to thank you, our shareholders, for your support of Dai-ichi Life Holdings, Inc. (the "Company").

Notice is hereby given that the Annual General Meeting of Shareholders for the 14th Fiscal Year (the "Meeting") of the Company will be held as set forth below.

In convening this Meeting, the Company has taken measures for electronic provision regarding information to be contained in the reference documents and other materials for general meetings of shareholders (matters subject to measures for electronic provision). The matters subject to measures for electronic provision are posted on the Company's website on the Internet. Please access the Company's website shown below to confirm the information.

The Company's website:

https://www.dai-ichi-life-hd.com/investor/share/meeting/index.html

In addition to the website shown above, the matters subject to measures for electronic provision are posted on the Tokyo Stock Exchange (TSE) website. Please access the following TSE website (TSE Listed Company Search), enter the issue name (Dai-ichi Life Holdings) or securities code (8750) for search, and confirm the information by selecting "Basic information" and then "Documents for public inspection/PR information" in this order.

TSE website (TSE Listed Company Search):

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

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If you do not attend the Meeting in person, you can exercise your voting rights via the Internet or in writing. Please review the Reference Materials for the Meeting (pages 12 through 40), and exercise your voting rights in accordance with the "Guidance on the Exercise of Voting Rights" (pages 10 through 11) no later than 17:00 (5:00 p.m.) on Friday, June 21, 2024.

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Particulars

1Date and Time: 13:00 (1:00 p.m.) on Monday, June 24, 2024 (Reception scheduled to open at 12:00)

2	Venue:	Heian Room on the 1st floor of The Okura Prestige Tower
		The Okura Tokyo
		2-10-4 Toranomon, Minato-ku, Tokyo

3Purpose of the Meeting:

Matters to be Reported:Report on the Business Report, Consolidated Financial

Statements and Non-Consolidated Financial Statements, and the Audit Results of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee for the Fiscal Year ended March 31, 2024 (from April 1, 2023 to March 31, 2024)

Matters to be Resolved:Proposal 1: Appropriation of Surplus

Proposal 2: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

Proposal 3: Election of Five (5) Directors Serving as Audit &

Supervisory Committee Members

Proposal 4: Election of One (1) Substitute Director Serving as Audit & Supervisory Committee Member

The Meeting will be streamed live on the Internet. Please see page 9 for details.

▍The enclosed Voting Right Exercise Form will be required to attend the Meeting in person.

▍A document certifying the authority of proxy and the Voting Right Exercise Form will be required to attend the Meeting by proxy. The proxy shall be limited to one other shareholder who has the voting right at the Meeting.

▍Corrections, if any, to the matters subject to measures for electronic provision will be posted on the Company's website and TSE website, along with the matters before and after such corrections.

▍Of the matters subject to measures for electronic provision, the following matters are also not included in the paper copy sent to shareholders who have requested delivery of the documents, pursuant to the provisions of laws and regulations, and the provisions of the Articles of Incorporation of the Company.

1. Assets and Income of the Corporate Group and Insurance Holding Company, Principal Offices of the Corporate Group, Employees of the Corporate Group, Matters regarding Stock Acquisition Rights, etc., Independent Auditor, Basic Policy on the Composition of Persons to Control Decision-Making over the Financial and Business Policies, System for Ensuring Appropriate Operations, Specified Wholly Owned Subsidiaries, Transactions with the Parent Company, Accounting Advisor and Others of the Business Report
2. Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements
3. Non-ConsolidatedStatement of Changes in Net Assets and Notes to Non-Consolidated Financial Statements

The Audit & Supervisory Committee has audited the above matters (1), (2), and (3), in addition to the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, which are stated in this document. The Independent Auditor has audited the above matters (2) and (3), in addition to the Consolidated Financial Statements and Non-Consolidated Financial Statements, which are stated in this document.

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Flow of Events Leading Up to the Meeting

Before the Meeting

The following contents are available sequentially on the Company's website for your reference for the Meeting.

• Watch business report (video)
• Ask questions in advance

We will accept questions related to the purpose of the Meeting and respond to frequently asked questions during the deliberations on the day of the Meeting or after the Meeting on the following website. Please see "Information regarding Submitting Questions in Advance" on the back cover for details.

The Company's website

https://www.dai-ichi-life-hd.com/investor/share/meeting/index.html

When viewing the live stream

Exercise your voting rights in advance

Deadline:	17:00 (5:00 p.m.) on Friday, June 21, 2024
Please see pages 10 through 11 for details.

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Day of the Meeting

Monday, June 24, 2024

When viewing the live stream

▍Information regarding Live Streaming on the Internet

The Meeting will be streamed live on the Internet so that the Meeting can be viewed at home or elsewhere. Please access the live streaming website via the following URL or QR code* and watch the live streaming by entering your ID and password. As this live stream is for viewing only, we ask you to exercise your voting rights in advance via the Internet or in writing.

Date and Time:	13:00 (1:00 p.m.) on Monday, June 24, 2024
	* The site is accessible from 12:00
Live Streaming URL:	https://8750.ksoukai.jp

ID: Shareholder number (9 numeric digits / half-width)

Note: Shareholder number is shown on the Voting Right Exercise Form.

Password: Zip code (7 numeric digits / no hyphen required / half-width)

Note: Password is the zip code registered in the Company's shareholder registry as of March 31, 2024.

⃝● The stream may not be watchable depending on the Internet connection environment or traffic, etc.

• Telecommunication fees and other costs incurred for watching the stream are to be borne by the shareholder.
• We will not be able to accept questions or comments from shareholders watching the live stream. If you have any questions, please send them to us in advance by following the instruction provided on the back cover by 17:00 (5:00 p.m.) on Wednesday, June 19.
• Please do not film or make audio and video recordings of the stream.
• Do not share your ID and password with any third party.

* QR code is a registered trademark of DENSO WAVE INCORPORATED.

When attending the Meeting in person

Prepare the Voting Right Exercise Form

• Please bring the Voting Right Exercise Form with you and provide it at the reception on the day of the Meeting.

After the Meeting

The following content will be posted on the Company's website in sequence.

• The President's (CEO's) presentation video
• Notice of results of the exercise of voting rights
• Answers to the questions received in advance

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