Square Enix : Notice of Convocation of the 44th Annual Shareholders' Meeting

[Abridged Translation for Reference and Convenience Purposes Only]

This document is an abridged translation of the Japanese original of "Notice of Convocation of the 44th Annual Shareholders' Meeting" and "Reference Documents for the Shareholders' Meeting" of SQUARE ENIX HOLDINGS CO., LTD. This translation is intended for reference and convenience purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Securities Code: 9684

May 31, 2024

To Our Shareholders:

Takashi Kiryu

President and Director

SQUARE ENIX HOLDINGS CO., LTD.

6-27-30, Shinjuku, Shinjuku-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 44TH ANNUAL SHAREHOLDERS' MEETING

Notice is hereby given that the 44th Annual Shareholders' Meeting of SQUARE ENIX HOLDINGS CO., LTD. (the "Company") will be held as described below.

For the purposes of convening this Annual Shareholders' Meeting, the Company provides content including the Reference Documents for the Shareholders' Meeting in electronic format (hereinafter "Information Provided Electronically"). To review this information, please access either of the following two websites.

The Company's official website

https://www.hd.square-enix.com/eng/ir/stock/shareholdersmeeting.html

The Shareholders' Meeting material website https://d.sokai.jp/9684/teiji/

In the event that you are unable to attend the Meeting, please examine the Reference Documents for the Shareholders' Meeting, and you may exercise your voting rights either online or in writing (via post) no later than 6:00 p.m., Thursday, June 20, 2024 (Japan Standard Time).

1.	Time:	10:00 a.m., Friday, June 21, 2024 (Doors open at 9:00 a.m.)
2.	Place:	Century Room, B1 floor, Hyatt Regency Tokyo
		2-7-2 Nishi Shinjuku, Shinjuku-ku, Tokyo

3. Meeting Agenda:

Items to be reported 1. Business Report, Consolidated Financial Statements and Audit Reports on the Consolidated

Financial Statements by Accounting Auditors and by the Audit & Supervisory Committee for the 44th Term (April 1, 2023 through March 31, 2024)

2. Non-Consolidated Financial Statements for the 44th Term (April 1, 2023 through March 31, 2024)

Items to be resolved First Item: Election of Nine (9) Directors (excluding Directors who are Audit & Supervisory Committee Members)

Second Item: Election of Three (3) Directors who are Audit & Supervisory Committee Members

Third Item: Election of One (1) Substitute Director who is an Audit & Supervisory Committee Member

- END -

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[Abridged Translation for Reference and Convenience Purposes Only]

Notes:

• The Company's Information Provided Electronically can be found not only on the Company's official website and the Shareholders' Meeting material website, but also on the Tokyo Stock Exchange (TSE) website using the Listed Company Search function. Enter " SQUARE ENIX HOLDINGS" in the "Issue name (Company name)" field or "9684" in the "Code" field to search. Select "Basic Information," then "Documents for public inspection / PR information." The information will appear in "Notice of General Shareholders Meeting / Informational Materials for a General Shareholders Meeting" section under "Filed information available for public inspection."https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show-Show
• When attending the meeting on the day, please submit your Voting Form to the registration staff at the venue.
• If there are revisions to the Information Provided Electronically, a notice of the revisions and the details of the information before and after the revisions will be posted on the aforementioned websites.
• The Company sends the Annual Shareholders' Meeting information, including the Information Provided Electronically, by post to those who have requested to have it thus sent. However, in accordance with the provisions of relevant laws and regulations and the Company's Articles of Incorporation, the following items are not included in the printed documents delivered to the shareholders who have made such a request.
• 1. Status of the Share Options etc. (Business Report)
  2. Notes to Consolidated Financial Statements (Consolidated Financial Statements)
  3. Notes to Non-consolidated Financial Statements (Non-Consolidated Financial Statements)

The Accounting Auditors and the Audit & Supervisory Committee have audited all documents subject to audit, including the above items.

Information on Exercising Voting Rights

There are three ways to exercise your voting rights described below. Please exercise your voting rights after having reviewed the Reference Documents for the Shareholders' Meeting. The Company encourages you to exercise your voting rights either online or in writing (via post) whenever possible.

• In person at the Annual Shareholders' Meeting
  Please submit your Voting Form to the registration staff at the venue.
  The time and date of the Annual Shareholders' Meeting is 10:00 a.m., Friday, June 21, 2024 (Japan Standard Time).
• Online
  Please access the voting website (https://evote.tr.mufg.jp/) and enter your approval or rejection of the agenda item.
  You need a log-in ID and a temporary password, which are indicated on the Voting Form. Alternatively, you can log on to the website without a log-in ID or a temporary password by scanning the log-in QR code on the Voting Form.
  The deadline for exercising your voting rights is 6:00 p.m., Thursday, June 20, 2024 (Japan Standard Time).
• In writing (via post)
  Please indicate your approval or rejection of the agenda item on the Voting Form and return it via post. Voting Forms must arrive no later than 6:00 p.m., Thursday, June 20, 2024 (Japan Standard Time).

If there is no indication of your approval or rejection of an agenda item on the Voting Form, the Company will consider you to have approved it.

If you exercise your voting rights both online and in writing (via post), only the former will be valid, and if you exercise your voting rights online more than once, only the last vote will be counted.

(Note: Nominal shareholders such as trust banks [including custodians] who apply in advance to use the Electronic Voting Platform for Foreign and Institutional Investors operated by ICJ, Inc. may use the platform to exercise their voting rights electronically, as provided for in the Companies Act.)

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[Abridged Translation for Reference and Convenience Purposes Only]

Reference Documents for the Shareholders' Meeting

First Item: Election of Nine (9) Directors (excluding Directors who are Audit & Supervisory Committee Members)

The term of office of all the incumbent seven (7) Directors (excluding Directors who are Audit & Supervisory Committee Members; the same applies hereinafter in this item) will expire at the close of this Annual Shareholders' Meeting.

Therefore, in order to further strengthen corporate governance and increase the transparency, objectivity, and diversity of the

Board of Directors, the Company proposes to increase the number of outside directors by two (2), from four (4) to six (6), for a total of nine (9) Directors.

The Audit & Supervisory Committee has expressed the opinion that this proposal has been properly submitted in accordance with the predetermined criteria and procedures for nominating Director candidates.

The proposed candidates are as follows:

				Tenure (at the		Attendance at the
				conclusion of this
				Current position at the	Board of Directors
No.	Name	Gender	Annual
Company	meetings in fiscal
				Shareholders'
					2023
				Meeting)
1	Takashi Kiryu (R)	M		2 years	President &	100.0% (16/16)
	Representative Director
2	Yoshinori Kitase (R)	M		2 years	Director	100.0% (16/16)
3	Yu Miyake (R)	M		2 years	Director	100.0% (16/16)
4	Masato Ogawa (R)(O)( I )	M		6 years	Outside Director	100.0% (16/16)
5	Mitsuko Okamoto (R)(O)( I )	F		4 years	Outside Director	100.0% (16/16)
6	Abdullah Aldawood (R)(O)( I )	M		3 years	Outside Director	93.7% (15/16)
7	Naoto Takano (R)(O)( I )	M		2 years	Outside Director	100.0% (16/16)
8	Mika Aagatsuma (N)(O)( I )	F		－	－	－
9	Tracy Fullerton (N)(O)( I )	F		－	－	－
(R) : Candidate for reappointment as Director	(N) : New candidate as Director
(O) : Candidate for Outside Director		( I ) : Candidate for Independent Director

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				June. 2020	General Manager Corporate Planning Division,
					SQUARE ENIX HOLDINGS CO., LTD.
				Apr. 2021	Chief Strategy Officer, SQUARE ENIX
					HOLDINGS CO., LTD.
					Executive Officer, Corporate Strategy and
					Corporate Communications, SQUARE ENIX
					HOLDINGS CO., LTD.
					Executive Officer, SQUARE ENIX CO., LTD.
				May. 2022	Director, SQUARE ENIX CO., LTD.
				Jun. 2022	Director, SQUARE ENIX HOLDINGS CO.,
					LTD.
				Jul. 2022	Executive Officer, Corporate Strategy, Financial
					Strategy and Corporate Communications,
					SQUARE ENIX HOLDINGS CO., LTD.
				May. 2023	President and Representative Director, SQUARE
					ENIX CO., LTD. (incumbent)
				Jun. 2023	President and Representative Director, SQUARE
					ENIX HOLDINGS CO., LTD. (incumbent)
				Oct. 2023	Executive Officer, Corporate Strategy, Financial
					Strategy, Investment & Business Development
		Takashi Kiryu			and Corporate Communications, SQUARE ENIX	15,376		100.0%
1		(June 20, 1975)			HOLDINGS CO., LTD. (incumbent)
			Shares		(16/16)
		(R)		Significant positions concurrently held
				President and Representative Director, SQUARE ENIX CO.,
				LTD.
				Director, TAITO CO., LTD.
				President and Director, SQUARE ENIX OF AMERICA
				HOLDINGS, INC. (the Group's intermediate holding company in
				the Americas)
				Director, SQUARE ENIX LTD. (the Group's operating and
				intermediate holding company in Europe and other regions)
				Chairman of the Board, SQUARE ENIX (China) CO., LTD. (the
				Group's operating company in China).
				Reasons for the nomination of the candidate as Director
				Since his appointment as Executive Officer and Chief Strategy
				Officer of the Company in April 2021, he has assisted the
				President and Representative Director in formulating and
				executing management strategies. He has been leading the
				management of our Group as a Director since June 2022 and
				President and Representative Director since June 2023. The
				Company has appointed him with the expectation that he will be
				able to appropriately execute his duties for the development of our
				Group and further enhancement of corporate value.

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Sep. 2006	Corporate Executive, SQUARE ENIX CO., LTD.
				Apr. 2015	Executive Officer, SQUARE ENIX CO., LTD.
					(incumbent)
				Apr. 2018	Director, SQUARE ENIX CO., LTD.
					(incumbent)
				Jun. 2022	Director, SQUARE ENIX HOLDINGS CO.,
					LTD. (incumbent)
				Significant positions concurrently held
		Yoshinori Kitase		Director, SQUARE ENIX CO., LTD.	6,964		100.0%
2		(September 23, 1966)		Reasons for the nomination of the candidate as Director
		(R)		Since assuming the position of Director of SQUARE ENIX CO.,	Shares		(16/16)
				LTD. in April 2018, he has participated in the management of the
				company and led the business as Vice President of Business Unit,
				Head of Game Development, Producer, and Executive Officer in
				charge of Final Fantasy Brand Management. Since June 2022, he
				has been involved in the management of the Company. The
				Company has appointed him as an Executive Director with the
				expectation that he will be able to appropriately execute his duties
				for the development of our Group and further enhancement of
				corporate value.
							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Feb. 2011	Corporate Executive, SQUARE ENIX CO., LTD.
				Apr.2015	Executive Officer, SQUARE ENIX CO., LTD.
					(incumbent)
				Apr. 2018	Director, SQUARE ENIX CO., LTD.
					(incumbent)
				Jun. 2022	Director, SQUARE ENIX HOLDINGS CO.,
					LTD. (incumbent)
				Significant positions concurrently held
		Yu Miyake		Director, SQUARE ENIX CO., LTD
3			Reasons for the nomination of the candidate as Director	11,614		100.0%
	(September 1, 1967)		Since assuming the position of Director of SQUARE ENIX CO.,	Shares		(16/16)
		(R)		LTD. in April 2018, he has participated in the management of the
				company and led the business as Vice President of Business Unit,
				Head of Game Development, Producer, and Executive Officer in
				charge of Dragon Quest Brand Management, and Executive
				Officer of Sales and Marketing. Since June 2022, he has been
				involved in the management of the Company. The Company has
				appointed him as an Executive Director with the expectation that
				he will be able to appropriately execute his duties for the
				development of our Group and further enhancement of corporate
				value.

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Apr. 2009	Corporate Executive Officer, Senior Vice
					President, Marketing & Planning, ALL Nippon
					Airways Co., LTD. (currently ANA HOLDINGS
					INC.)
				Jun. 2011	Senior Vice President, General Manager, Nagoya
					Region, Chubu Sales Headquarters, ALL Nippon
					Airways Co., LTD.
				Apr. 2015	Executive Vice President and COO, ANA
					Strategic Research Institute Co., Ltd.
				Apr. 2017	Chairman of the Board, ANA Strategic Research
					Institute Co., Ltd.
				Jun. 2018	Outside Director, SQUARE ENIX HOLDINGS
					CO., LTD. (incumbent)
				Apr. 2019	President, ONSEN & Gastronomy Tourism
					Association (incumbent)
		Masato Ogawa		Apr. 2021	President, Tokyo Hotel･Tourism & Hospitality	1,469		100.0%
4		(December 7, 1954)			College (incumbent)
			Shares		(16/16)
		(R)(O)(I)		Significant position concurrently held
				President, ONSEN & Gastronomy Tourism Association
				President, Tokyo Hotel･Tourism & Hospitality College
				Reasons for the nomination of the candidate as Outside Director
				and overview of expected roles
				He possesses abundant experience and broad-ranging insight as a
				corporate executive. The Company expects him to be capable of
				properly executing the duties of an Outside Director from the
				perspective of supervising and serving as a check on Directors'
				execution of their roles. Should he be re-elected, the Company
				plans to have him continue to be involved from an objective and
				neutral position in the decision-making process for such matters as
				the selection of Director candidates and the determination of
				Director remuneration as a chairperson of the Remuneration and
				Nomination Committee that the Company has established at its
				discretion.

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Apr. 1987	Joined NHK (Japan Broadcasting Corporation)
				Apr. 2008	Professor, Graduate School of Film and New
					Media, Tokyo University of the Arts (incumbent)
				Mar. 2010	Chief Producer, ETV "2355" and
					"0655" (incumbent)
				Apr. 2013	Dean , Graduate School of Film and New Media,
					Tokyo University of the Arts
				Oct. 2016	Executive Assistant to the President (Campus
					Diversity) , Tokyo University of the Arts
				Apr. 2017	Vice President (International Affairs and Campus
					Diversity) , Director, Global Support Center,
					Director, Office for Diversity & Inclusion, Tokyo
					University of the Arts
				Jun. 2020	Outside Director, SQUARE ENIX HOLDINGS
					CO., LTD. (incumbent)
				Apr. 2022	Vice President (Digital Promotion) , Tokyo
		Mitsuko Okamoto			University of the Arts (incumbent)
5			Significant position concurrently held	1,469		100.0%
	(August 5, 1964)		Chief Producer, ETV "2355" and "0655"	Shares		(16/16)
		(R)(O)(I)		Vice President (Digital Promotion), Tokyo University of the Arts
				Reasons for the nomination of the candidate as Outside Director
				and overview of expected roles
				Although she does not have experience in corporate management
				other than in her role as Outside Officer at the Company, she has a
				wealth of experience and a wide range of knowledge and insight
				in the field of content, including animation. The Company expects
				her to be capable of properly executing the duties of an Outside
				Director by providing recommendations regarding its
				entertainment and content businesses on the whole, as well as
				from the perspective of supervising and serving as a check on
				Directors' execution of their roles. Should she be re-elected, the
				Company plans to have her continue to be involved from an
				objective and neutral position in the decision-making process for
				such matters as the selection of Director candidates and the
				determination of Director remuneration as a member of the
				Remuneration and Nomination Committee that the Company has
				established at its discretion.

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Jul. 2007	Vice President for Investment Banking Services,
					Deutsche Bank in the Middle East and North
					Africa region
				Nov. 2013	Founder and Chairman, Al-Raedah Finance
					Company (incumbent)
				Jan. 2015	CEO and Board of Directors, Seera Holding
					Group
				Dec. 2016	Board Member, Rou'a Al Madinah Holding
					Company
				Mar. 2018	Executive Chairman, Saudi Entertainment
					Ventures Company (incumbent)
				Sep. 2018	Board Member, Saudi Stock Exchange Company
					(Tadawul)
				Dec. 2020	Board Member, Hotel Management Company
					(incumbent)
				Apr. 2021	Managing Director and Board of Directors, Seera
					Holding Group (incumbent)
					Managing Director, Qiddiya Investments
		Abdullah Aldawood			(incumbent)			93.7%
6		(December 17, 1981)		Jun. 2021	Outside Director, SQUARE ENIX HOLDINGS	None
			(15/16)
		(R)(O)(I)			CO., LTD. (incumbent)
				Significant positions concurrently held
				Founder and Chairman, Al-Raedah Finance Company
				Executive Chairman, Saudi Entertainment Ventures Company
				Board Member, Hotel Management Company
				Managing Director and Board of Directors, Seera Holding Group
				Managing Director, Qiddiya Investments
				Reasons for the nomination of the candidate as Outside Director
				and overview of expected roles
				He possesses a track record as a national leader in the
				development of the field of entertainment in the Kingdom of
				Saudi Arabia, abundant experience in international financial
				institutions, and a wealth of experiences and broad-ranging insight
				in global corporate management. The Company expects him to be
				capable of properly executing the duties of an Outside Director by
				providing recommendations regarding its entertainment and
				content businesses on the whole, as well as from the perspective
				of supervising and serving as a check on Directors' execution of
				their roles.

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Apr. 1998	International Management Division, Dai-Ichi
					Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.)
					Executive Vice President, CIT, U.S.A.
				Apr. 2004	Executive Officer, General Manager, Americas
					Business Dept. I, Mizuho Corporate Bank, Ltd.
					(currently Mizuho Bank, Ltd.)
				Apr. 2005	Managing Executive Officer, Mizuho Securities
					Co., Ltd.
				Sep. 2005	Managing Director, Head of International
					Business Promotion Group, Mizuho Securities
					Co., Ltd.
				Mar. 2006	Senior Managing Director, Mizuho Capital Co.,
					Ltd.
				Jun. 2010	Representative Director and Chairman, Fujitsu
					Leasing Co., Ltd. (currently FLCS Corporation)
				Nov. 2014	President and Representative Director, Lakewood
		Naoto Takano			Corporation.
7			Feb. 2022	Director, Nikko Country Club (General	920		100.0%
	(July 31, 1951)		Jun. 2022	Incorporated Association) (incumbent)	Shares		(16/16)
		(R)(O)(I)		Outside Director, SQUARE ENIX HOLDINGS
					CO., LTD. (incumbent)
				Significant positions concurrently held
				Director, Nikko Country Club (General Incorporated Association).
				Reasons for the nomination of the candidate as Outside Director
				and overview of expected roles
				He possesses abundant experience and broad-ranging insight as a
				corporate executive. The Company expects him to be capable of
				properly executing the duties of an Outside Director from the
				perspective of supervising and serving as a check on Directors'
				execution of their roles. Should he be re-elected, the Company
				plans to have him continue to be involved from an objective and
				neutral position in the decision-making process for such matters as
				the selection of Director candidates and the determination of
				Director remuneration as a member of the Remuneration and
				Nomination Committee that the Company has established at its
				discretion.

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[Abridged Translation for Reference and Convenience Purposes Only]

							Number of		Attendance
		Name		Brief Personal History, Positions and Assignments in the		at the Board
No.			the
			of Directors
	(Date of Birth)		Company, and Significant Positions Concurrently Held	Company's
				meetings in
							Shares Held
								fiscal 2023
				Jan. 2008	General Manager, Business Operations
					Information Security Promotion Department,
					IBM Japan, Ltd.
				Feb. 2008	Chief Security Officer, IBM Business Consulting
					Services KK (currently IBM Japan, Ltd.)
				Aug. 2017	Executive Officer, Global Business Services
					Division Cloud Application Innovation, IBM
					Japan, Ltd.
				Nov. 2019	Special Appointment professor, Faculty of
					Engineering, Nagoya Institute of Technology
				Oct. 2022	Managing Executive Officer, Hybrid Cloud
					Service, IBM Consulting Division, IBM Japan,
					Ltd.
		Mika Aagatsuma		Jun. 2023	Managing Executive Officer, Hybrid Cloud
8				Platform, IBM Consulting Division, IBM Japan,	None
	(June 8, 1964)			Ltd.		－
		(N)(O)(I)		Apr. 2024	Visiting Professor, Faculty of Engineering,
					Nagoya Institute of Technology (incumbent)
				Significant position concurrently held
				Visiting Professor, Faculty of Engineering, Nagoya Institute of
				Technology
				Reasons for the nomination of the candidate as Outside Director
				and overview of expected roles
				Although she does not possess previous corporate management
				experience, she has a wealth of experience and a wide range of
				knowledge and insight in the field of IT/technology, and security-
				related risk management. The Company expects her to be capable
				of properly executing the duties of an Outside Director from the
				perspective of supervising and serving as a check on Directors'
				execution of their roles.

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