Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities code: 2309
November 30, 2017
To our shareholders,Kazuo Nakamura
Chairman & CEO
CMIC HOLDINGS Co., Ltd.
1-1-1 Shibaura, Minato-ku, Tokyo

Notice of the Convocation of the 33rd Ordinary General Meeting of
Shareholders
You are cordially invited to attend the 33rd Ordinary General Meeting of Shareholders of CMICHOLDINGS Co., Ltd. (the “Company”), which will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the internet.
Please review the attached “Reference Documents for the General Meeting of Shareholders” below to
exercise your voting rights.
1. Date and time:
2. Place:

Friday, December 15, 2017 at 10:00 a.m.
Banquet hall “JOUR” (Main building 1st floor), Happo-en
1-1-1 Shirokanedai, Minato-ku, Tokyo

3. Agenda:
Matters to be reported:
1. Report on the business report, the consolidated financial statements for the 33rd fiscal year (fromOctober 1, 2016 to September 30, 2017) and the results of the audit of the consolidated financial
statements by the financial auditor and the Audit & Supervisory Board
2. Report on the non-consolidated financial statements for the 33rd fiscal year (from October 1, 2016
to September 30, 2017)
Matters to be resolved:
Proposal 1: Election of Twelve (12) Directors
Proposal 2: Election of One (1) Audit & Supervisory Board Member
4. Exercise of voting rights by proxy:
If you exercise your voting rights by proxy, you may designate one other shareholder holding voting
rights in the Company to attend the meeting. Please note, however, that it is necessary to submit adocument proving the authority of the proxy.
Any modifications to the Reference Documents for the General Meeting of Shareholders will be posted on
the Company’s website (https://www.cmicgroup.com; in Japanese only).

1Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Twelve (12) Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all thirteen (13)Directors will expire. In that regard, the Company proposes the election of twelve (12) Directors (three (3)of whom are outside Directors) including one (1) new candidate.
The candidates for Director are as follows:
Candidate No.

1

Reelection

Inside Director

Number of the Company’s
shares owned
552,620 shares

Attendance to meetingsof the Board of Directors
12/12 (100%)[Career summary, position and responsibility in the Company]
Apr. 1969 Joined Sankyo Co., Ltd. (currently Daiichi Sankyo Co., Ltd.)Mar. 1992

Representative Director and President, the Company

Oct. 2003

Representative Director, Chairman and President CEO, the Company

Dec. 2013

Representative Director, Chairman and President CEO, the Company(change of Japanese title only) (to present)

Kazuo Nakamura(December 17, 1946)[Reasons for nomination as candidate for Director]
After working in research and development at a large pharmaceutical corporation, Mr.
Kazuo Nakamura founded the Company. He possesses outstanding abilities in executive
management, which he has used to steer the Company as a leading company. As theCompany expects him to continue to perform a decision-making and supervisory role inmanagement, it again nominated him as a candidate for Director.

Candidate No.

2

Reelection

Inside Director

Number of the Company’s
shares owned
3,900 shares

Attendance to meetingsof the Board of Directors
12/12 (100%)[Career summary, position and responsibility in the Company]
Apr. 1974
Joined Fuji Photo Film Co., Ltd. (currently FUJIFILM Corporation)

Nobuaki Inoue(November 25, 1948)

June 2009

Director & Corporate Vice President, FUJIFILM Holdings Corporation

July 2014

Joined the Company, Senior Advisor of CMO Company

Oct. 2014

Senior Corporate Officer, CMO Company President, the Company

Dec. 2014

Director, Senior Corporate Officer and CMO Company President,
the Company

May 2015

Director, Senior Executive Officer and CMO Company President,
the Company

Oct. 2016

Representative Director, Executive Vice President and CTO, the Company(to present)[Reasons for nomination as candidate for Director]
With a long standing history of serving in important technology-related andmanufacturing positions at a large manufacturing corporation, Mr. Nobuaki Inouepossesses insight relating to management. As the Company expects him to continue toperform a decision-making and supervisory role in management, it again nominated him
as a candidate for Director.

2

Candidate No.

3

Reelection

Inside Director

Number of the Company’s
shares owned
148,600 shares

Attendance to meetingsof the Board of Directors
12/12 (100%)[Career summary, position and responsibility in the Company]
Apr. 1982
Joined Nikkei/McGraw-Hill Inc. (currently Nikkei Business Publications,
Inc.)
Oct. 1989

Keiko Nakamura

Joined Genentech, Inc.

Jan. 1996

Joined the Company

July 2000

Director, the Company

Oct. 2004

Director and Vice President, the Company

Dec. 2010

Representative Director, the Company

Apr. 2011

Representative Director, Corporate Officer, in charge of International
Business, the Company

Dec. 2013

Representative Director, Executive Vice President, Division Head ofInternational Business Development Div., the Company

Oct. 2016

Representative Director, Executive Vice President, CEO of CRO Business,
Division Head of International Business Management Div., the Company(to present)(January 3, 1957)

Significant concurrent positions outside the Company:
Chairperson, CMIC Co., Ltd.
Representative Director and Vice President, CMIC ShiftZero K.K.
President, ARTEMIS Inc.
[Reasons for nomination as candidate for Director]
With extensive experience at international corporations, Ms. Keiko Nakamura is incharge of international business development, which is instrumental in the Company’s
globalization, and she possesses outstanding abilities in executive management. As theCompany expects her to continue to perform a decision-making and supervisory role inmanagement, it again nominated her as a candidate for Director.

Candidate No.

4

Reelection

Inside Director

Number of the Company’s
shares owned
2,500 shares

Attendance to meetingsof the Board of Directors
12/12 (100%)[Career summary, position and responsibility in the Company]
Apr. 1985 Joined Nippon Oil & Fats Co., Ltd. (currently NOF CORPORATION)

Wataru Mochizuki(December 10, 1961)

Jan. 1997

Joined Allied Telesis Holdings K.K.

Aug. 2005

Joined the Company

Oct. 2010

Corporate Officer, in charge of Internal Control/Information
Disclosure/Finance and Accounting, the Company

Dec. 2010

Director, the Company

Oct. 2012

Director, Corporate Officer and CFO, in charge of Internal
Control/Information Disclosure, the Company

Oct. 2013

Director, Senior Corporate Officer and CFO, in charge of Finance andLegal Affairs Department/Internal Control/Information Disclosure,
the Company

May 2015

Director, Senior Executive Officer and CFO, in charge of Internal
Control/Information Disclosure, the Company (to present)[Reasons for nomination as candidate for Director]
With extensive knowledge and experience in administrative departments, Mr. Wataru
Mochizuki possesses outstanding abilities in executive management. As the Company
expects him to continue to perform a decision-making and supervisory role inmanagement, it again nominated him as a candidate for Director.

3Candidate No.

5

Reelection

Inside Director

Number of the Company’s
shares owned
1,800 shares

Attendance to meetingsof the Board of Directors
10/10 (100%)[Career summary, position and responsibility in the Company]
Apr. 1984 Joined Akiyama Inc. (currently SUZUKEN CO., LTD.)
Oct. 1989

Joined Baxter Limited

June 1999

Joined Starbucks Coffee Japan, Ltd.

Apr. 2007

Joined Quintiles Transnational Japan K.K.

Jan. 2012

Joined the Company, Corporate Officer, in charge of Corporate Planning/
IPD

Dec. 2012

Director, Corporate Officer and IPD Company President, the Company

May 2015

Senior Executive Officer, in charge of Business Development,
the Company

Oct. 2016

Makoto Matsukawa(March 30, 1960)

Senior Executive Officer, in charge of Business Development,
CEO of CDMO Business, the Company (to present)

Dec. 2016

Director, the Company (to present)

Significant concurrent positions outside the Company:
Representative Director & CEO, CMIC CMO Co., Ltd.
Representative Director, CMIC Ashfield Co., Ltd.
[Reasons for nomination as candidate for Director]
Having started up businesses in various industry sectors including not only thepharmaceutical sector, but also large-player service sector, Mr. Makoto Matsukawa
possesses management experience and plays an instrumental role in globalization andstrategic business development within the Company. As the Company expects him tocontinue to perform a decision-making and supervisory role in management, it again
nominated him as a candidate for Director.

Candidate No.

6

Reelection

Inside Director

Number of the Company’s
shares owned
2,000 shares

Attendance to meetingsof the Board of Directors
10/10 (100%)[Career summary, position and responsibility in the Company]
Apr. 1984
Joined Sankyo Co., Ltd. (currently Daiichi Sankyo Co., Ltd.)
June 2004
Feb. 2016

General Manager of Clinical Development Department, Sankyo Co., Ltd.
Joined the Company, Senior Corporate Officer
Director and Executive Vice President, CMIC Co., Ltd.

Oct. 2016

President, CMIC Co., Ltd. (to present)

Dec. 2016

Director and Senior Executive Officer, the Company (to present)

Toru Fujieda(November 8, 1959)

Significant concurrent positions outside the Company:
President, CMIC Co., Ltd.
[Reasons for nomination as candidate for Director]
With extensive experience in clinical development and management experience at alarge pharmaceutical corporation, Mr. Toru Fujieda plays an instrumental role in the
CRO business for the Company. As the Company expects him to continue to perform adecision-making and supervisory role in management, it again nominated him as a
candidate for Director.

4Candidate No.

7

Reelection

Inside Director

Number of the Company’s
shares owned
1,500 shares

Attendance to meetingsof the Board of Directors
10/10 (100%)[Career summary, position and responsibility in the Company]
Apr. 1991
Joined Roussel Uclaf S.A.

Auvaro Philippe Henri(August 24, 1964)

Sept. 1995

Joined Hoechst Marion Roussel Japan Ltd.

Aug. 2004

Joined Sanofi-aventis K.K. (currently Sanofi K.K.)

Apr. 2005

Joined GlaxoSmithKline K.K.

Apr. 2012

Corporate Officer and General Manager of Business Innovation Division,
GlaxoSmithKline K.K.

Nov. 2014

Representative Director and President, Aspen Japan K.K.

July 2016

Joined the Company, Senior Executive Officer (to present)
President, OrphanPacific, Inc. (to present)

Dec. 2016

Director, the Company (to present)

Significant concurrent positions outside the Company:
President, OrphanPacific, Inc.
[Reasons for nomination as candidate for Director]
With management experience at the commercial planning department and overseas
affiliates in large pharmaceutical corporations, Mr. Auvaro Philippe Henri plays an
instrumental role in globalization of the Company and the establishment of new businessmodels. As the Company expects him to continue to perform a decision-making andsupervisory role in management, it again nominated him as a candidate for Director.

Candidate No.

8

Reelection

Inside Director

Number of the Company’s
shares owned
1,000 shares

Attendance to meetingsof the Board of Directors
10/10 (100%)[Career summary, position and responsibility in the Company]
Apr. 1985
Joined ICI Pharma K.K. (currently AstraZeneca K.K.)

Yoshiyuki Hano

Apr. 2011

Joined Quintiles Transnational Japan K.K.

May 2012

Joined the Company

Oct. 2012

Corporate Officer and CHO, General Manager of Strategy Human
Resources Department, the Company

Oct. 2013

Senior Corporate Officer and CHO, in charge of Strategy Human
Resources Department, the Company

Apr. 2016

Senior Corporate Officer and CHO, in charge of Human Resources andGeneral Affairs, the Company

Dec. 2016

Director, Senior Executive Officer and CHO, in charge of Human
Resources and General Affairs, the Company (to present)(September 8, 1961)[Reasons for nomination as candidate for Director]
Possessing extensive human-resource related experience, particularly in organizational
development at large pharmaceutical corporations, Mr. Yoshiyuki Hano plays an
instrumental role in the Company’s human-resource strategy. As the Company expects
him to continue to perform a decision-making and supervisory role in management, itagain nominated him as a candidate for Director.

5Candidate No.

9

New election

Number of the Company’s
Inside Director shares owned
23,100 shares

Attendance to meetingsof the Board of Directors–[Career summary, position and responsibility in the Company]
Apr. 1986
Joined Kotai Kasei Co., Ltd. (currently TAIHO PHARMACEUTICAL
CO., LTD.)
July 1993

Akihisa Mitake

Joined the Company

Apr. 2008

Director and Vice President, CMIC Korea Co., Ltd.

Nov. 2009

Corporate Officer, Division Head of Business Development Div., theCompany

Feb. 2013

President, CMIC-PMS Co., Ltd.

Oct. 2014

President, CMIC Bioresearch Center Co., Ltd. (currently CMIC Pharma
Science Co., Ltd.)May 2015

Senior Corporate Officer, the Company (to present)

Oct. 2016

President, Site Support Institute Co., Ltd. (to present)(October 24, 1963)
Significant concurrent positions outside the Company:
President, Site Support Institute Co., Ltd.
[Reasons for nomination as candidate for Director]
After accumulating development experience at a pharmaceutical corporation, Mr.
Akihisa Mitake has engaged in numerous positions at the Company over many years
since its initial founding period and served in important positions at the Company’s
subsidiaries since 2008, contributing to the continual growth of businesses he was
responsible for. As the Company expects him to perform a decision-making andsupervisory role in management based on his extensive experience and achievements in
the Company’s business, it has newly nominated him as a candidate for Director.

6

Candidate No.

10

Reelection

Outside Director

Number of the Company’s
shares owned– shares

Attendance to meetingsof the Board of Directors
12/12 (100%)[Career summary, position and responsibility in the Company]
Apr. 1968
Joined The Sanwa Bank, Ltd. (currently The Bank of Tokyo-Mitsubishi
UFJ, Ltd.)
June 1994

Akira Nakamura(December 24, 1944)

Director, The Sanwa Bank, Ltd.

May 1997

Managing Director, The Sanwa Bank, Ltd.

June 1999

President, Sanwa Capital Finance Ltd. (currently Mitsubishi UFJ CapitalCo., Ltd.)

June 2005

Chairman and Director, Ask Planning Center, Inc.

July 2005

Chairman, CREEK & RIVER Co., Ltd.

Mar. 2011

President, Medical Principle Co., Ltd. (to present)

Dec. 2014

Outside Director, the Company (to present)

June 2017

Chairman and Director, ASK HOLDINGS, INC. (to present)

June 2017

Chairman and Director, Wealth Management, Inc. (to present)

Significant concurrent positions outside the Company:
President, Medical Principle Co., Ltd.
Chairman and Director, ASK HOLDINGS, INC.
Chairman and Director, Wealth Management, Inc.
[Reasons for nomination as candidate for outside Director]
With a long standing history of serving in corporate management, Mr. Akira Nakamura
possesses extensive experience and insight as a corporate manager. As the Company
expects him to utilize this experience and insight to continue fulfilling the role ofadvising and supervising its overall management from the perspective of effectivenessand objectivity in decision making of the Company’s Board of Directors, it again
nominated him as a candidate for outside Director.

Candidate No.

11

Reelection

Outside Director

Number of the Company’s
shares owned– shares

Attendance to meetingsof the Board of Directors
12/12 (100%)[Career summary, position and responsibility in the Company]
Apr. 1972
Joined ITOCHU Corporation
June 1989

Seconded to Nihon Parking Card K.K. (currently NIHON PARKINGCORPORATION)

Apr. 1994

President, Nihon Parking Card K.K.

Mar. 2000

Representative Director, NIHON PARKING CORPORATION

Representative Director, Nihon Parking Card K.K.

Shinji Kobayashi

May 2011

Chairman of the Board of Directors, NIHON PARKING CORPORATION

Oct. 2013

President and Representative Director, IPI Co., LTD. (to present)

Dec. 2015

Outside Director, the Company (to present)(July 31, 1948)
Significant concurrent positions outside the Company:
President and Representative Director, IPI Co., LTD.
[Reasons for nomination as candidate for outside Director]
After joining a large trading corporation, Mr. Shinji Kobayashi was instrumental in theestablishment of a growth platform as a corporate manager for a start-up. With thisexperience and such achievements, he possesses outstanding abilities in executive
management. As the Company expects him to continue fulfilling the role of advising andsupervising its overall management, it again nominated him as a candidate for outside
Director.

7

Candidate No.

12

Reelection

Outside Director

Number of the Company’s
shares owned– shares

Attendance to meetingsof the Board of Directors
9/10 (90%)[Career summary, position and responsibility in the Company]
Dec. 1973 Joined Department of Surgery II, The University of Tokyo Hospital

Masaru Iwasaki

Apr. 1983

Joined Department of Surgery II, Faculty of Medicine, University of
Yamanashi

Apr. 1993

Joined Hoechst Japan Co., Ltd.

Jan. 2005

Joined GlaxoSmithKline K.K.

Sept. 2011

Specially Appointed Professor, Department of Clinical Research, Facultyof Medicine, University of Yamanashi

Sept. 2014

Specially Appointed Professor, Department of Advanced Biomedical
Research, Faculty of Medicine, University of Yamanashi (to present)

Apr. 2015

Vice President, University of Yamanashi (to present)

Dec. 2016

Outside Director, the Company (to present)(May 3, 1947)
Significant concurrent positions outside the Company:
Vice President, University of Yamanashi
Program Officer, Japan Agency for Medical Research and Development
Visiting Professor, Juntendo University School of Medicine[Reasons for nomination as candidate for outside Director]
After working as a clinician in the oncology area, Mr. Masaru Iwasaki possesses
experience and achievements from serving in important positions for large
pharmaceutical corporations in areas including product strategy planning and productdevelopment. As the Company expects him to continue fulfilling the role of advisingand supervising its overall management, it again nominated him as a candidate foroutside Director.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Mr. Akira Nakamura, Mr. Shinji Kobayashi and Mr. Masaru Iwasaki are candidates for outside Director.
3. Mr. Akira Nakamura is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure as outside Director will have been three (3) years.
4. Mr. Shinji Kobayashi is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure as outside Director will have been two (2) years.
5. Mr. Masaru Iwasaki is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure as outside Director will have been one (1) year.
6. The Company has entered into an agreement with Mr. Akira Nakamura, Mr. Shinji Kobayashi and Mr. Masaru
Iwasaki to limit their liability amount to the minimum liability amount as provided for by Article 425, paragraph
1 of the Companies Act. If their reelection is approved, the Company plans to continue said limited liability
agreement with each one of them.
7. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Akira Nakamura, Mr. Shinji
Kobayashi and Mr. Masaru Iwasaki have been appointed as independent officers as provided for by the
aforementioned exchange. If their reelection is approved, the Company plans for their appointments as
independent officers to continue.

8

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The Company proposes the election of one (1) Audit & Supervisory Board Member, increasing the numberof outside Audit & Supervisory Board Members by one (1) to strengthen the audit system.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
New election Outside Audit & Supervisory Board Member

Number of the Company’s
shares owned– shares[Career summary and position in the Company]
Oct. 1981
Joined Nomura Research Institute, Ltd.

Eriko Kawai(April 28, 1958)

Sept. 1985

Management Consultant, McKinsey & Company

Oct. 1986

Fund Manager, Mercury Asset Management plc, SG Warburg

Nov. 1995

Chief Investment Officer (CIO), Yamaichi Regent ABC Polska

July 1998

Joined Bank for International Settlements

Oct. 2004

Senior Pension Fund Administrator, Organisation for Economic
Co-operation and Development (OECD)

Mar. 2008

Representative, Kawai Global Intelligence

Apr. 2012

Professor, Institute for the Promotion of Excellence in Higher Education,
Kyoto University

Apr. 2013

Professor, Institute for Liberal Arts and Sciences, Kyoto University

Apr. 2014

Professor, Graduate School of Advanced Integrated Studies in Human
Survivability, Kyoto University (to present)

Significant concurrent positions outside the Company:
Professor, Graduate School of Advanced Integrated Studies in Human Survivability, Kyoto
University
Director, The Outlook Foundation
Director, The Grew Bancroft Foundation
Outside Director, Nikko Asset Management Co., Ltd.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
In addition to her extensive experience in international corporations, Ms. Eriko Kawai
possesses experience and achievements as a corporate manager and outstanding knowledge inmanagement. As the Company expects her to fulfill the role of auditing at the Company, it
has newly nominated her as a candidate for outside Audit & Supervisory Board Member.
Notes:

1. There is no special interest between the candidate and the Company.
2. Ms. Eriko Kawai is a candidate for outside Audit & Supervisory Board Member.
3. If the election of Ms. Eriko Kawai is approved, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Company plans to enter into an agreement with her to limit her liability for damages under
Article 423, paragraph 1 of the same Act. The maximum amount of liability for damages under this agreement is
the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.
4. Ms. Eriko Kawai satisfies the requirements for an independent officer as provided for by the Tokyo Stock
Exchange, and if her election is approved, the Company plans to designate her as an independent officer.

9