February 24, 2022
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director
President and Chief Executive Officer(Securities Code: 4582)

Notification of Amendments to the Articles of Incorporation
SymBio Pharmaceuticals Limited (the “Company”) today announced that, pursuant to a
resolution passed by the Company’s Board of Directors today, proposals for Amendments
to the Articles of Incorporation will be submitted to the 17th Annual General Meeting of
Shareholders scheduled for March 29, 2022, as set forth below.
1. Purpose of the Amendment to the Articles of Incorporation(1) The Company would like to shift from a Company with an Audit & Supervisory Board
to a Company with an Audit & Supervisory Committee to further enhance corporate
governance by strengthening the supervisory function of the Board of Directors andfurther enhancing its monitoring system through having the Audit & Supervisory
Committee Members, who are responsible for auditing the execution of duties byDirectors, concurrently serve as members of the Board of Directors. To transition to a
Company with an Audit & Supervisory Committee, the Company would like to newly
establish provisions concerning Directors serving as Audit & Supervisory Committee
Members and the Audit & Supervisory Committee, as well as delete provisions
concerning Audit & Supervisory Board Members and the Audit & Supervisory Board. In
addition, the Company would like to make necessary revisions, such as the correction ofwords and phrases, in accordance with these changes.
(2) The revised provisions set forth in the proviso of Article 1 of the Supplementary
Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will
come into effect on September 1, 2022. To prepare for the introduction of the system toprovide materials for the General Meeting of Shareholders in electronic format, theCompany would like to newly establish the following provisions with respect toinformation contained in reference documents for the General Meeting of Shareholders,etc.: provisions to take measures to provide information in electronic format, andprovisions to limit the scope of matters to be stated in documents to be delivered toshareholders who have requested for delivery of documents. At the same time, theCompany would like to make changes to delete the provisions regarding online disclosureand deemed provision of reference documents for General Meeting of Shareholders, etc.,
and establish supplementary provisions regarding the effective date, etc.
2. Details of the change
The details of the change are as follows.

13. Schedule
Date of Annual General Meeting of Shareholders to amend the Articles of Incorporation:
March 29, 2022
Effective date of the amendment to the Articles of Incorporation: March 29, 2022
※The amendments to the Articles of Incorporation described under item 1 above will notcome into effect until the conclusion of the Annual General Meeting of Shareholders. The
amendments to the Articles of Incorporation in connection with the introduction of thesystem to provide materials for the General Meeting of Shareholders in electronic format,
as described in 1. (2) above, will come into effect in accordance with the provisions of the
supplementary provisions regarding the effective date, etc.

(The changes are underlined.)
Current Articles of Incorporation
Chapter 1

Proposed Change
Chapter 1

General Provisions

Articles 1–3 (Text omitted)

Articles 1–3 (Same as current)

Article 4 (Corporate bodies)
The Company shall have the following corporate bodies
in addition to the General Meeting of Shareholders andDirectors.
(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditor

Article 4 (Corporate bodies)
The Company shall have the following corporate bodies
in addition to the General Meeting of Shareholders andDirectors.
(1) Board of Directors(2) Audit & Supervisory Committee(Deleted)(3) Accounting Auditor

Article 5 (Text omitted)
Chapter 2

General Provisions

Article 5 (Same as current)
Shares

Chapter 2

Articles 6–12 (Text omitted)

Shares

Articles 6–12 (Same as current)

Chapter 3 General Meeting of Shareholders

Chapter 3

General Meeting of Shareholders

Articles 13–14 (Text omitted)

Articles 13–14 (Same as current)

Article 15 (Convener and chairperson of General Meeting of

Article 15 (Convener and chairperson of General Meeting of

Shareholders)Shareholders)

1. Unless otherwise provided for in laws and regulations, thePresident and Representative Director shall convene theGeneral Meeting of Shareholders and serve as thechairperson.
2. In the absence of the President and Representative
Director due to an accident, another Director shallconvene the General Meeting of Shareholders and serveas the chairperson, in accordance with the order ofsuccession previously determined by the Board of
Directors.

1. Unless otherwise provided for in laws and regulations, theChairman or President shall convene the General Meetingof Shareholders and serve as the chairperson.
2. In the absence of the Chairman and President due to an
accident, another Director shall convene the General
Meeting of Shareholders and serve as the chairperson, in
accordance with the order of succession previously
determined by the Board of Directors..

Article 16 (Online disclosure and deemed provision ofreference documents for General Meeting of
Shareholders, etc.)
The Company deems that information related tomatterstobestatedorindicatedinreference documents for the General Meeting of
Shareholders, business reports, financial statements, andconsolidated financial statements, which are provided

Article 16 (Measures to provide information in electronic
format, etc.)
1. The Company shall take measures to provide information
contained in reference documents, etc. for the General
Meeting of Shareholders in electronic format whenconvening the General Meetings of Shareholders.

2Current Articles of Incorporation

Proposed Change

when convening the General Meeting of Shareholders, tohave been provided to shareholders by disclosing theinformation online in accordance with the provisions oflaws and regulations.

2. The Company may choose not to include all or part of theinformation to be provided in electronic format specified
in the Ordinance of the Ministry of Justice in the
documents to be delivered to shareholders who haverequested the delivery of documents by the record date forvoting rights.

Articles 17–18 (Text omitted)
Chapter 4

Articles 17–18 (Same as current)

Directors and Board of Directors

Chapter 4

Article 19 (Number of Directors)

Directors and Board of Directors

Article 19 (Number of Directors)

The Company shall have no more than ten (10) Directors.

1. The Company shall have no more than ten (10) Directors(excluding Directors serving as Audit & Supervisory
Committee Members).
2. The Company shall have no more than four (4) Directors
serving as Audit & Supervisory Committee Members.

Article 20 (Election of Directors)

Article 20 (Election of Directors)

1. Directors shall be elected at the General Meeting of
Shareholders.

1. Directors shall be elected at the General Meeting of
Shareholders, distinguishing between Directors serving
as Audit & Supervisory Committee Members and other
Directors.
2–3 (Same as current)

2–3 (Text omitted)
Article 21 (Text omitted)

Article 21 (Same as current)

Article 22 (Term of office of Directors)

Article 22 (Term of office of Directors)

The term of office of Directors shall expire at theconclusion of the Ordinary General Meeting of
Shareholders in the final fiscal year ending within one (1)year after their election.

1. The term of office of Directors (excluding Directors
serving as Audit & Supervisory Committee Members)
shall expire at the conclusion of the Ordinary General
Meeting of Shareholders in the final fiscal year ending
within one (1) year after their election.
2. The term of office of Directors serving as Audit &Supervisory Committee Members shall expire at theconclusion of the Ordinary General Meeting of
Shareholders in the final fiscal year ending within (2)years after their election.
3. The term of office of a Director serving as Audit &Supervisory Committee Member elected as a substitutefor a Director serving as Audit & Supervisory Committee
Member who will retire before the expiration of their termof office shall expire at the time of expiration of the termof office of the retired Director.

Article 23 (Representative Director and Executive Directors)

Article 23 (Representative Director and Executive Directors)

1. The Board of Directors shall, by its resolution, select theRepresentative Director.
2. The Board of Directors may, by its resolution, appoint one(1) President and Representative Director and a few
Executive Vice Presidents, Senior Managing Directors,
and Managing Directors.

1. The Board of Directors shall, by its resolution, select a
Representative Director from among the Directors(excluding Directors serving as Audit & Supervisory
Committee Members).
2. The Board of Directors may, by its resolution, appoint one(1) person each as Chairman of the Board and President
from among the Directors (excluding Directors serving as
Audit & Supervisory Committee Members) and a few
Executive Vice Presidents, Senior Managing Directors,
and Managing Directors.

Article 24 (Convener and chairperson of Board of Directors

Article 24 (Convener and chairperson of Board of Directors

meetings)

meetings)

1. Unless otherwise provided for in laws and regulations, thePresident and Representative Director shall convene themeetings of Board of Directors and serve as thechairperson.
2. In the absence of the President and Representative
Director due to an accident, another Director shallconvene the meetings of Board of Directors and serve as
the chairperson, in accordance with the order of

1. Unless otherwise provided for in laws and regulations, theChairman or President shall convene the meetings ofBoard of Directors and serve as the chairperson.
2. In the absence of the Chairman and President due to an
accident, another Director shall convene the meetings ofthe Board of Directors and serve as the chairperson, in
accordance with the order of succession previously
determined by the Board of Directors.

3Current Articles of Incorporation

Proposed Change

succession previously determined by the Board of
Directors.
Article 25 (Notice of convocation of meetings of the Board of

Article 25 (Notice of convocation of meetings of the Board of

Directors)

Directors)

1. Notice of convocation of meetings of the Board of
Directors shall be issued to each Director and Audit &Supervisory Board Member at least three (3) days prior
to the date of the meeting. However, the period may be
shortened in case of emergency.
2. A meeting of the Board of Directors may be held
without following the procedures for convening ameeting if the consent of all Directors and Audit &Supervisory Board Members is received.

1. Notice of convocation of meetings of the Board of the
Directors shall be issued to each Director at least three(3) days prior to the date of the meeting. However, theperiod may be shortened if there is an urgent need.
2. A meeting of the Board of Directors may be held
without following the procedures for convening ameeting if the consent of all Directors is received.

(Newly established)

Article 26 (Delegation of decision on the execution ofimportant business)
Pursuant to the provisions of Article 399-13, Paragraph
6 of the Companies Act, the Company may, byresolution of the Board of Directors, delegate all or partof the decisions on the execution of important business(excluding the matters listed in each item of Paragraph
5 of the same Article) to the Directors.

Article 26 (Method of resolution of the Board of Directors)

Article 27 (Method of resolution by the Board of Directors)

1. (Text omitted)
2. The Company shall deem that the Board of Directors has
decided to the effect of passing the resolution when all
Directors have consented to the matters to be resolved at
the meeting of the Board of Directors in writing or byelectromagnetic record. However, this shall not apply if
any of the Audit & Supervisory Board Members raises anobjection.

1. (Same as current)
2. The Company shall deem that the Board of Directors has
decided to the effect of passing the resolution when all
Directors have consented to the matters to be resolved at
the meeting of the Board of Directors in writing or byelectromagnetic record.

Article 27 (Text omitted)

Article 28 (Same as current)

Article 28 (Compensation)

Article 29 (Compensation)

Salaries, bonuses, and other property benefits Directors
receive from the Company as consideration for the
execution of duties (hereinafter referred to as“Compensation”) shall be determined by a resolution of
the General Meeting of Shareholders.

Salaries, bonuses, and other property benefits Directors
receive from the Company as consideration for the
execution of duties (hereinafter referred to as“Compensation”) shall be determined by a resolution of
the General Meeting of Shareholders, distinguishing
between Directors serving as Audit & Supervisory
Committee Members and other Directors.

Articles 29 (Text omitted)

Articles 30 (Same as current)(Deleted)

Chapter 5: Audit & Supervisory Board Members and Audit &Supervisory Board(Deleted)

Article 30 (Number of Audit & Supervisory Board Members)
The Company shall have no more than four (4) Audit &Supervisory Board Members.

(Deleted)

Article 31 (Election of Audit & Supervisory Board Members)
1. Audit & Supervisory Board Members shall be elected at
the General Meeting of Shareholders.
2. Resolutions to elect Audit & Supervisory Board Members
shall be made by a majority vote of shareholders present
at the meeting, whereby shareholders holding one-third or
more of the voting rights of shareholders entitled toexercise voting rights shall be present.
Article 32 (Term of office of Audit & Supervisory Board(Deleted)4Current Articles of Incorporation

Proposed Change

Members)
1. The term of office of Audit & Supervisory Board
Members shall expire at the conclusion of the Ordinary
General Meeting of Shareholders in the final fiscal year
ending within four (4) years after their election.
2. The term of office of an Audit & Supervisory Board
Member who is appointed as an substitute for a Audit &Supervisory Board Member who retires before theexpiration of their term of office shall expire at the timeof expiration of the term of office of the retired Audit &Supervisory Board Member.
Article 33 (Full-time Audit & Supervisory Board Member)(Deleted)

The Audit & Supervisory Board shall, by its resolution,
select a full-time Audit & Supervisory Board Member.
Article 34 (Notice of convocation of a meeting of the Audit &(Deleted)

Supervisory Board)
1. Notice of convocation of a meeting of the Audit &Supervisory Board shall be issued to each member of the
Audit & Supervisory Board at least three (3) days prior to
the date of the meeting. However, the period may be
shortened if there is an urgent need.
2. A meeting of the Audit & Supervisory Board may be held
without following the procedures for convening a meeting
if the consent of all Audit & Supervisory Board Members
is received.
Article 35 (Regulations of the Audit & Supervisory Board)(Deleted)

Matters relating to the Audit & Supervisory Board shallbe governed by the Regulations of the Audit &Supervisory Board established by the Audit &Supervisory Board in addition to laws and regulations
and these Articles of Incorporation.
Article 36 (Compensation)(Deleted)

The compensation of Audit & Supervisory Board
Members shall be determined by a resolution of theGeneral Meeting of Shareholders.
Article 37 (Exemption from liability of Audit & Supervisory(Deleted)

Board Members)
1. The Company may, by a resolution of the Board of
Directors, exempt any Audit & Supervisory Board
Members (including those who served as Audit &Supervisory Board Members in the past) from the liability
under Article 423, Paragraph 1 of the Companies Act tothe extent of the limit set forth in laws and regulations,insofar as the Audit & Supervisory Board Members has
performed their duties in good faith and without grossnegligence.
2. The Company may enter into an agreement with an Audit& Supervisory Board Member to assume responsibility
for the liability of the Audit & Supervisory Board
Member under Article 423, Paragraph 1 of the Companies
Act, up to the higher of a predetermined amount of
1,000,000 yen or more or an amount stipulated by law,
insofar as the Audit & Supervisory Board Member has
performed their duties in good faith and without grossnegligence.
(Newly established)

Chapter 5 Audit & Supervisory Committee(Newly established)

Article 31 (Full-time Audit & Supervisory Committee

5Current Articles of Incorporation

Proposed Change
Member)
The Audit & Supervisory Committee may, by its
resolution, select a full-time Audit & Supervisory
Committee Member.

(Newly established)

Article 32 (Notice of convocation of Audit & Supervisory
Board Meetings)
1. Notice of convocation of meetings of the Audit &Supervisory Committee shall be issued to each Audit &Supervisory Committee Member at least three (3) days
prior to the date of the meeting. However, the period may
be shortened if there is an urgent need.
2. A meeting of the Audit & Supervisory Committee may beheld without following the procedures for convening ameeting if the consent of all Audit & Supervisory
Committee Members is received.

(Newly established)

Article 33 (Method of resolution of the Audit & Supervisory
Committee)
Resolutions of the Audit & Supervisory Committee shallbe adopted by a majority of the Directors serving as
Audit & Supervisory Committee Members present at themeeting, where a majority of the Directors serving as
Audit & Supervisory Committee Members and who areentitled to participate in the voting are present.
Article 34 (Regulations of the Audit & Supervisory
Committee)
Matters relating to the Audit & Supervisory Committee
shall be governed by the Regulations of the Audit &Supervisory Committee established by the Audit &Supervisory Committee in addition to laws andregulations and these Articles of Incorporation.

Chapter 6 Accounting Auditor

Chapter 6 Accounting Auditor

Articles 38–39 (Text omitted)

Articles 35–36 (Same as current)

Article 40 (Compensation)

Article 37 (Compensation)

The compensation of the Accounting Auditor shall be
determined by the Representative Director with theconsent of the Audit & Supervisory Board.

The compensation of the Accounting Auditor shall be
determined by the Representative Director with theconsent of the Audit & Supervisory Committee.
Chapter 7 Calculation

Chapter 7 Calculation
Articles 41–44 (Text omitted)

Articles 38–41 (Same as current)
Supplementary Provisions

Supplementary Provisions
Article 1 (Text omitted)

Article 1 (Same as current)(Newly established)

Arti0cle 2 (Exemption from liability of Audit & Supervisory
Committee Members)
1. The Company may, by a resolution of the Board of
Directors, exempt any Audit & Supervisory Committee
Members (including those who served as Audit &Supervisory Committee Members in the past) from theliability under Article 423, Paragraph 1 of the Companies
Act for acts committed prior to the conclusion of the 17th
Ordinary General Meeting of Shareholders, to the extent
of the limit set forth in laws and regulations, insofar as the
Audit & Supervisory Committee Members perform their6Current Articles of Incorporation

Proposed Change
duties in good faith and without gross negligence.

(Newly established)

Article 3 (Transitional measures concerning measures toprovide information in electronic format, etc.)
1. The deletion of Article 16 (Online disclosure and deemed
provision of reference documents for General Meeting of
Shareholders, etc.) of the Articles of Incorporation before
amendment by resolution of the 17th Ordinary General
Meeting of Shareholder and the establishment of Article
16 (Measures to provide information in electronic format,etc.) of the proposed amendments to the Articles ofIncorporation after deletion and amendment shall comeinto effect on September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the Articles of Incorporation
before amendment by resolution of the 17th Ordinary
General Meeting of Shareholders shall remain in effectwith respect to the General Meeting of Shareholders to beheld on or before the last day of February 2023.
3. The provisions of this Article shall be deleted after March
1, 2023 or after three (3) months have elapsed from thedate of the General Meeting of Shareholders set forth in
the preceding paragraph, whichever is later.

[Contact]
Investor Relations
Tel: +81 (0)3 5472 1125

7