(SUMMARY TRANSLATION)TSE Securities Code: 4565
28 May 2014
2-4 Kojimachi, Chiyoda-ku, Tokyo
Sosei Group Corporation
Board Director and CEOShinichi Tamura
To Shareholders:Call for the 24th Ordinary General Meeting of Shareholders
The Company would like to inform you that the 24th Ordinary General Meeting of Shareholders
will be held as follows, and would be grateful if you would attend the meeting.
Those who will not be able to attend the meeting on the day may exercise their voting rights inwriting or via Internet. You are kindly requested to consider the appended “Reference
Documents for the Ordinary General Meeting of Shareholders” and exercise your voting rights byindicating your approval or disapproval for each of the proposals. To be valid, the vote mustreach the Company no later than 6:00 p.m. on Tuesday, 17 June 2014.
Yours Sincerely,

Shinichi Tamura
Board Director and CEO
1.

Date and Time

10:00 a.m. on Wednesday, 18 June 2014

2.

Venue

1-1, Hayabusa-cho, Chiyoda-ku, Tokyo, Japan
Grand Arc Hanzomon Hotel, 3 Floor, Hana-No-Ma Hall

3.

Meeting Agenda

Items to be reported:
1. Business Report, Consolidated Financial Statements, Independent Auditor’s Report andAudit Committee Report on Consolidated Financial Statements for the 24th fiscal year (from1 April 2013 to 31 March 2014)
2. Financial Report for the 24th fiscal year (from 1 April 2013 to 31 March 2014)
Items to be resolved:
Resolution 1: Reduction in the Amount of Capital Reserve and the Appropriation of Capital
SurplusResolution 2: Election of Five (5) Directors
Should any revision to the Reference Documents for the Ordinary General Meeting ofShareholders, Business Report, Financial Statements or Consolidated Financial Statements bemade, the Company will inform you in writing, or via Company’s website (http://www.sosei.com/).

1Reference Documents for the Ordinary General Meeting of Shareholders
Resolution 1: Reduction in Amount of Capital Reserve and Appropriation of Capital Surplus
1. Purpose of the proposal
To enable higher financial flexibility and agility, as well as to increase distributablereserve, the Company proposes the reduction in amount of capital reserve andappropriation of capital surplus.
2. Reduction in Amount of Capital Reserve
Pursuant to the provisions of Article 448-1 of the Company Act, the Company will reduce
13,803,978,246 yen from its capital reserve of 21,374,472,154 yen and will transfer thereduced amount to other capital surplus. The capital reserve balance after the reduction
will be 7,570,493,908 yen.
3. Appropriation of Capital Surplus
Pursuant to the provisions of Article 452 of the Company Act and set out in the above “2.
Reduction in Amount of Capital Reserve”, the amount transferred from the reduction ofcapital reserve to the other capital surplus (13,803,978,246 yen) will be transferred toretained earnings brought forward to recuperate deficit.
• Increased items of retained earnings and the increased amount
Retained earnings brought forward
13,803,978,246 yen• Decreased items of capital surplus and the decreased amount
Other capital surplus
13,803,978,246 yen
4. Effective Date of Reduction in Amount of Capital Reserve and Appropriation ofCapital Surplus
18 June 2014

2Resolution 2: Election of Five (5) Directors
The terms of office of all five (5) directors will expire upon the conclusion of the Ordinary General
Meeting of Shareholders. In accordance with the decision of the Nomination Committee, there-election of the following five (5) directors is proposed.
No ofNameNo
Personal history
shares(Date of birth)
ownedMar.1978
Completed master’s degree in science at
the University of TokyoApr.1978
Joined Fujisawa Pharmaceuticals Inc. (nowAstellas Pharma Inc.)
Feb.1987
Joined Genentech Inc.
J u l .1989
Representative Director of Genentech Ltd.
Shinichi Tamura
Jun.1990
1374,100
Representative Director of the Company(17 September 1949)
Jun.2005
Director and Chief Executive Officer of theCompany (to present)
Representative Director of Sosei Co., Ltd.
Nov.2006(As of June 2014, a member of theNomination Committee and Managing
Director of Sosei R&D Ltd.)
Graduated from the Faculty of Economics,
Mar.1968
the University of Tokyo
Joined the Bank of Japan
Apr.1968
Studied at Wharton School, Penn., U.S.A.
Jun.1974(MBA degree)
Chairman of Nippon Credit Bank
Dec.1998
Representative of Marsh & McLennan
Mar.2001
Companies in Japan
Takuya Fujii
3,600
Representative of F Business Brain
Jan.2005
2(5 July 1945)
External Director of the Company (toJun.2005
present)
Representative President and CEO ofOct.2005
Promontory Financial Group Global Service
Japan, LLC (to present)(As of June 2014, Chairman of theNomination Committee and a member of theAuditing Committee of the Company)

3J u l .1975
Feb.1978Feb.1982
Feb.2005
Oct.2005
Jun.2007
Nov.2009
3Dr. Declan Doogan(22 March 1952)

Sep.2010
Dec.2011
Dec.2012
Feb.2013
Jan.2014

J u l .1979
Mar.1996
Jan.2000
Jan.2001
Jun.2009
4Peter Bains(26 July 1957)

Jan.2010
Apr.2010
Jun.2010
Jul.2013
Dec.2013

Graduated from the Medical School of theUniversity of Glasgow
Joined DupharBV.
Joined Pfizer Inc.
Head of Worldwide Clinical Development ofPfizer Inc.
Visiting Professor of Kitasato University (topresent)
External Director of the Company (topresent)Interim CEO of Amarin Corporation plc(“Amarin”)
Chief Medical Officer of Amarin
Chairman of Spinifex Pharmaceuticals (topresent)
Founder of Brain Food Inc (to present)
Chairman of Portage Pharma Inc (topresent)
Executive Chairman of Biohaven
Pharmaceutical Holding Company Limited(to present)(As of June 2014, Chairman of theCompensation Committee and a member of
the Nomination Committee of the Company)
Graduated from the Physiological andZoological Departments of Sheffield
UniversityGeneral manager of SmithKline andBeecham (present GlaxoSmithKline)
Served as a core member of
GlaxoWellcome and SmithKline Beecham
M&A
Senior Vice President of internationalcommercial development of SmithKline andBeecham
Director of Peter Bains Consulting Limited(to present)
Non-executive Board Director of Syngene
International Limited (to present)
Non-executive Chairman of Fermenta
Biotech Limited (to present)
External Director of the Company (topresent)
Non-executive Director of Kromek GroupPLC (to present)
Non-executive Director of Minapharm
Pharmaceuticals S.A.E. (to present)(As of June 2014, a member of theCompensation Committee and the Auditing
Committee of the Company)

4--Mar.1973
Apr.1978Apr.1980
May1984
Feb.1985
Jun.1985
5Tomohiro Tohyama(21 February 1950)

Aug.1985
Oct.1990
Nov.1999
Jun.2010
Jun.2011

Graduated from the Department of Law,
Faculty of the Law of Keio University
Entered the Legal Training and ResearchInstitute of the Supreme Court of Japan
Registered with the Daiichi Tokyo Bar
Association and joined Nishimura andSanada Law Firm
Served in Mason & Sloane in the U.S.A.
Served in Pollock, Bloom & Dekom in theU.S.A.
Pryor, Cashman, Sherman & Flynn in theU.S.A.
Re-joined Nishimura and Sanada Law Firm
as a partner.
Co-founding partner of TMI Associates (topresent)
External auditor of Nippon Shikizai, Inc. (topresent)
External director of Avex Group Holdings
Inc. (to present)
External Director of the Company (topresent)(As of June 2014, Chairman of the Auditing
Committee and a member of theCompensation Committee of the Company)-Notes:1. There are no specific conflict of interests between the candidates and the Company.
2. Mr. Takuya Fujii, Dr. Declan Doogan, Mr. Peter Bains, and Mr. Tomohiro Tohyama are
candidates for external directors.
3. Reasons for the election of candidates for external directors and a limited liability agreement:(1) The Company proposes the election of the candidates concerned based on the below
and hereby confirms their independence:
1) Regarding Mr. Takuya Fujii, the Company believes that by taking advantage of hisextensive business experience and expertise in risk management, the management
framework of the Company will be further enforced. His term of the office will havebeen nine years at the end of the Ordinary General Meeting of Shareholders. Hewas appointed as an independent director on 31 March 2010.
2) Dr. Declan Doogan has headed the research and development department of theworld biggest drug company including experience working in Japan. The Company
believes that by taking advantage of his expertise and experience in thepharmaceutical research and development, the Company’s management
framework will be further enforced. His term of the office will have been seven years
at the end of the Ordinary General Meeting of Shareholders.
3) Mr. Peter Bains has engaged in building of global marketing strategies mainly in
Asia at one of the world’s pre-eminent drug companies, and has played an active
part as a core member of a project for the merger of large scale leading drug
companies. The Company believes that by taking advantage of his knowledge andexperience, the business development of the Company will be further enforced. Histerm of the office will have been four years at the end of the Ordinary General
Meeting of Shareholders.
4) Mr. Tomohiro Tohyama has had no direct operational management experience of acompany, but the Company believes that by taking advantage of his knowledge andexperience of engaging in international legal affairs, and as a partner of one of the5leading law firms in Japan, the management and governance framework will befurther enforced. His term of the office will have been three years at the end of theOrdinary General Meeting of Shareholders.

(2) Liability limitation agreement with external directors:
1) Pursuant to the provisions of Article 427-1 of the Company Act, the Company
executed a liability limitation agreement set forth in Article 423-1 of the Company
Act with each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and Tomohiro
Tohyama. The maximum liability based on the mentioned agreement is the total
minimum liability set forth in Article 425-1 of the Company Act.
2) If the agenda is approved at the General Meeting of Shareholders, the Company
will execute the same liability limitation agreement as referred to in preceding item1) with each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and TomohiroTohyama.

6