Note: This document is a translation of a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translation and the Japanese original, the original shall prevail.

Securities code: 2309
November 30, 2022
To our shareholders,Kazuo Nakamura
Chairman & CEO
CMIC HOLDINGS Co., Ltd.
1-1-1 Shibaura, Minato-ku, Tokyo

Notice of the Convocation of the 38th Ordinary General Meeting of
Shareholders
We are pleased to announce the 38th Ordinary General Meeting of Shareholders of CMIC HOLDINGS Co.,
Ltd. (the “Company”), which will be held as described below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19), you are urged
to refrain from traveling to the venue on the date of the meeting regardless of your own state of health. Insteadof attending the meeting in person, you may exercise your voting rights in writing or via the internet, etc.
Please review the attached “Reference Documents for the General Meeting of Shareholders” below to
exercise your voting rights.
1. Date and time:
2. Place:

Thursday, December 15, 2022 at 10:00 a.m. (Reception starts at 9:00 a.m.)
Main Hall, Hamamatsucho Convention Hall (Nippon Life Hamamatsucho Crea
Tower 5F)
2-3-1 Hamamatsucho, Minato-ku, Tokyo

3. Agenda:
Matters to be reported:
1. Report on the business report, the consolidated financial statements for the 38th fiscal year (fromOctober 1, 2021 to September 30, 2022) and the results of the audit of the consolidated financial
statements by the financial auditor and the Audit and Supervisory Board
2. Report on the non-consolidated financial statements for the 38th fiscal year (from October 1, 2021
to September 30, 2022)
Matters to be resolved:
Proposal 1: Amendment to the Articles of Incorporation
Proposal 2: Election of Ten (10) Corporate Directors
Proposal 3: Election of Three (3) Audit and Supervisory Board Members
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.
If there are any modifications to the Reference Documents for the General Meeting of Shareholders, themodified documents will be posted on the Company’s website (https://www.cmicgroup.com; in Japaneseonly).

1

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Amendment to the Articles of Incorporation

1. Reason for the proposal
The revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) were enforced on September 1, 2022,
and the system for providing informational materials for the general meeting of shareholders in electronic
format was introduced. Accordingly, the Company proposes to make the following changes to the
Articles of Incorporation.
(1) It is now mandatory to stipulate the intention to implement measures to provide the details ofreference materials for general meetings of shareholders in electronic format in the Articles ofIncorporation. For this reason, we establish Article 14 (Measures, etc. for Providing Information inElectronic Format), paragraph (1) as a proposed amendment.
(2) Among the details of reference materials for general meetings of shareholders for which the measuresfor providing information in electronic format will be taken, we wish to be able to limit the scope of
items stated in the paper-based documents to be delivered to shareholders who requested the deliveryof paper-based documents to the items designated by the Ministry of Justice Order. As such, weestablish Article 14 (Measures, etc. for Providing Information in Electronic Format), paragraph (2)as a proposed amendment.
(3) If the system for providing informational materials for the general meeting of shareholders inelectronic format is introduced, the provision of the Article 14 of the current Articles of Incorporation(Internet Disclosure and Provision of Reference Documents, etc. for Shareholders’ Meetings) will nolonger be required and will be deleted.
(4) Supplementary provisions are provided regarding the effectiveness of the aforementioned deleted
provisions. These supplementary provisions shall be deleted after the set date.
2. Details of the Changes
The changes are as follows:(Underlined parts are the changes)
Proposed Amendments

Current Articles of Incorporation

Article 14 (Internet Disclosure and Provision of Reference(Deleted)
Documents, etc. for Shareholders’ Meetings)
The Company may, when calling a shareholders’ meeting,deem that the information pertaining to matters to bestated or shown in reference documents for shareholders’meetings, such as business reports, financial statements,
and consolidated financial statements, have been provided
to the shareholders by disclosing them through theInternet in accordance with the provisions of theapplicable ordinance of the Ministry of Justice.
(Newly established)
Article 14 (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required to state all or some of those
items designated by the Ministry of Justice Order inthe paper-based documents to be delivered toshareholders who requested the delivery of paperbased documents by the record date of voting rights.

2

Current Articles of Incorporation

Proposed Amendments(Newly established)(Newly established)(Supplementary Provisions)
Article 1 (Transitional Measures for Providing
Informational Materials for the General Meetingof Shareholders in Electronic Format)
1. Article 14 of the Current Articles of Incorporation(Internet Disclosure and Provision of Reference
Documents, etc. for Shareholders’ Meetings) shallremain effective regarding any general meeting ofshareholders held on a date within six (6) months
from September 1, 2022.
2. These supplementary provisions shall be deleted on
the date when six (6) months have elapsed from
September 1, 2022, or three (3) months have elapsed
from the date of the Ordinary General Meeting of
Shareholders in the preceding paragraph.

3

Proposal 2:

Election of Ten (10) Corporate Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all eleven (11)Corporate Directors will expire. In that regard, in order to change the management structure and expedite
decision-making, the Company proposes to elect a total of ten (10) Corporate Directors (of which, four (4)are to be External Corporate Directors), including two (2) new candidates (of which, one (1) is to be anExternal Corporate Director), thereby decreasing the number of Corporate Directors by one (1).
The candidates for Corporate Director are as follows:
Candidate
No.

Name

Current positionin the Company
Representative Director, Chairman
and CEO

Candidate attributes

1

Kazuo Nakamura

2

Keiko Oishi

Representative Director, President
and COO

Reelection

3

Makoto Matsukawa

Corporate Director and Vice President

Reelection

4

Wataru Mochizuki

Corporate Director and CFO

Reelection

5

Takeshi Hamaura

Corporate Director

Reelection

6

Akihisa Mitake

Executive Manager

New election

7

Masaru Iwasaki

External Corporate Director

Reelection

External

Independent

8

Takeshi Karasawa

External Corporate Director

Reelection

External

Independent

9

Gregg Lindstrom Mayer

External Corporate Director

Reelection

External

Independent

10

Masaru Ota

External Audit and Supervisory Board
MemberNew election

External

Independent

Note: Ms. Keiko Oishi’s name on the family register is Keiko Nakamura.

4

Reelection

Candidate No.

1

Reelection
Number of the Company’s shares owned: 564,220 shares
Attendance to meetings of the Board of Directors: 12/13 (92%)[Career summary, and 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

Kazuo Nakamura(December 17, 1946)

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)

Apr. 2018

Representative Director, Chairman and CEO, the Company

Apr. 2021

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

Oct. 2021

Division Director of Healthcare Revolution Business, the Company

Oct. 2022

In charge of Healthcare Revolution Business, the Company (to present)

Significant concurrent positions outside the Company:
Representative Director, Chairperson, harmo Co., Ltd.
[Reasons for nomination as candidate for Corporate 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 Corporate Director.

5Candidate No.

2

Reelection
Number of the Company’s shares owned: 152,900 shares
Attendance to meetings of the Board of Directors: 12/13 (92%)[Career summary, and position and responsibility in the Company]
Apr. 1982 Joined Nikkei/McGraw-Hill Inc. (currently Nikkei Business Publications, Inc.)

Keiko Oishi(January 3, 1957)

Oct. 1989

Joined Genentech, Inc.

Jan. 1996

Joined the Company

July 2000

Corporate Director, the Company

Oct. 2004

Corporate 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

Apr. 2018

Representative Director, President and COO, Supervisory Manager of Business
Development & Marketing, the Company

Apr. 2021

Representative Director, President and COO, CHO, Supervisory Manager ofBusiness Development & Marketing, the Company(Name on the family register:Oct. 2021
Keiko Nakamura)
Oct. 2022

Representative Director, President and COO, Division Director of CRO
Business, the Company
Representative Director, President and COO, in charge of CRO Business, theCompany (to present)

Significant concurrent positions outside the Company:
Representative Director, Chairperson, CMIC Co., Ltd.
[Reasons for nomination as candidate for Corporate Director]
With extensive experience at international corporations, Ms. Keiko Oishi has been amember of the Company’s senior management since the Company was founded, and she
possesses outstanding abilities in executive management. During her time as President of
the Company, her efforts toward “globalization” and “training of personnel for
globalization” particularly stand out. As the Company expects her to continue to perform adecision-making and supervisory role in management, it again nominated her as a candidate
for Corporate Director.

6

Candidate No.

3

Reelection
Number of the Company’s shares owned: 2,480 shares
Attendance to meetings of the Board of Directors: 13/13 (100%)[Career summary, and position and responsibility in the Company]
Apr. 1984 Joined Akiyama Inc. (currently SUZUKEN CO., LTD.)

Makoto Matsukawa(March 30, 1960)

Oct. 1989

Joined Baxter Limited

June 1999

Joined Starbucks Coffee Japan, Ltd.

Apr. 2007

Joined Quintiles Transnational Japan K.K. (currently IQVIA Services Japan
K.K.)

Jan. 2012

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

Dec. 2012

Corporate Director, Corporate Officer and IPD Company President, theCompany

May 2015

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

Oct. 2016

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

Dec. 2016

Corporate Director, the Company

Apr. 2018

Corporate Director and Executive Vice President, Supervisory Manager of
CDMO, Supervisory Manager of CSO, the Company

Nov. 2018 Corporate Director and Executive Vice President, Supervisory Manager of
CDMO, the Company
Apr. 2021

Corporate Director and CVO, Division Director of CDMO Business, theCompany

Oct. 2022

Corporate Director and Vice President, in charge of Corporate Development,
the Company (to present)

Significant concurrent positions outside the Company:
Representative Director & CEO, CMIC CMO Co., Ltd.
[Reasons for nomination as candidate for Corporate 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 Corporate Director.

7

Candidate No.

4

Reelection
Number of the Company’s shares owned: 4,480 shares
Attendance to meetings of the Board of Directors: 13/13 (100%)[Career summary, and position and responsibility in the Company]
Apr. 1985 Joined Nippon Oil & Fats Co., Ltd. (currently NOF CORPORATION)
Jan. 1997

Joined Allied Telesis Holdings K.K.

Aug. 2005 Joined the Company
Oct. 2010
Dec. 2010

Corporate Director, the Company

Oct. 2012

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

Oct. 2013

Corporate Director, Senior Corporate Officer and CFO, in charge of Financeand Legal Affairs Department/Internal Control/Information Disclosure, theCompany

May 2015

Corporate Director, Executive Vice President and CFO, in charge of Internal
Control/Information Disclosure, the Company

Apr. 2018

Corporate Director, Executive Vice President and CFO, Supervisory Manager
of Administration and Support Unit, the Company

Apr. 2021

Corporate Director and CFO, responsible for Group Information
Disclosure/Internal Control, the Company (to present)

Wataru Mochizuki(December 10, 1961)

Corporate Officer, in charge of Internal Control/Information
Disclosure/Finance and Accounting, the Company[Reasons for nomination as candidate for Corporate 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 in management,
it again nominated him as a candidate for Corporate Director.

8

Candidate No.

5

Reelection
Number of the Company’s shares owned: 1,680 shares
Attendance to meetings of the Board of Directors: 13/13 (100%)[Career summary, and position and responsibility in the Company]
Apr. 1985 Joined Sankyo Co., Ltd. (currently Daiichi Sankyo Co., Ltd.)
Apr. 2012

Vice President of Supply Chain Technology Department, Daiichi Sankyo Co.,Ltd.

Apr. 2014

Vice President of CMC Planning Department, Daiichi Sankyo Co., Ltd.

Apr. 2017

Head of Pharmaceutical Technology Division, Daiichi Sankyo Co., Ltd.

Oct. 2019

Joined the Company, General Manager in charge of CDMO Business
Promotion, Strategy Management Div.

Nov. 2019 Executive Vice President and CTO, Assistant to Supervisory Manager of
CDMO, the Company
Dec. 2019

Corporate Director, the Company

Takeshi Hamaura

Apr. 2021

Corporate Director, Deputy Division Director of CDMO Business(November 15, 1960)

Oct. 2022

Corporate Director, in charge of CDMO Business (to present)

Significant concurrent positions outside the Company:
Representative Director & COO, CMIC CMO Co., Ltd.
Representative Director and President, CMIC Bio Co., Ltd.
[Reasons for nomination as candidate for Corporate Director]
Mr. Takeshi Hamaura possesses extensive achievements and highly specialized knowledgeof formulation technology development and in the CMC area. As the Company expects him
to continue to perform a decision-making and supervisory role in management based on his
business experience and achievements, it again nominated him as a candidate for Corporate
Director.

9

Candidate No.

6

New election
Number of the Company’s shares owned: 25,580 shares
Attendance to meetings of the Board of Directors: –[Career summary, and position and responsibility in the Company]
Apr. 1986 Joined Kotai Kasei Co., Ltd. (currently TAIHO PHARMACEUTICAL CO.,LTD.)
July 1993

Joined the Company

Apr. 2008

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

Nov. 2009 Corporate Officer, Division Head of Business Development Div., the Company

Akihisa Mitake(October 24, 1963)

Oct. 2014

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

Senior Corporate Officer, the Company

Oct. 2016

President, Site Support Institute Co., Ltd. (currently CMIC HealthCare
Institute Co., Ltd.)

Dec. 2017 Director and Senior Executive Officer, the Company
Oct. 2022

In charge of CRO Business (in charge of Clinical CRO Business) (to present)
President, CMIC Co., Ltd. (to present)

Significant concurrent positions outside the Company:
President, CMIC Co., Ltd.
[Reasons for nomination as candidate for Corporate 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 initialfounding period. He served in important positions at the Company’s subsidiaries since2008, contributing to the continual growth of businesses in his responsibility. As theCompany expects him to perform a decision-making and supervisory role in management
based on his extensive experience and achievements in the Company’s business, it newly
nominated him as a candidate for Corporate Director.

10Candidate No.

7

Reelection External Independent
Number of the Company’s shares owned: – shares
Attendance to meetings of the Board of Directors: 13/13 (100%)[Career summary, and position and responsibility in the Company]
Dec. 1973 Joined Department of Surgery II, The University of Tokyo Hospital
Apr. 1983

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

Apr. 1993

Joined Hoechst Japan Co., Ltd. (currently Sanofi K.K.)

Jan. 2005

Joined GlaxoSmithKline K.K.

Sept. 2011 Specially Appointed Professor, Department of Clinical Research, Faculty of
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 External Corporate Director, the Company (to present)

Masaru Iwasaki(May 3, 1947)

Significant concurrent positions outside the Company:
Vice President, University of Yamanashi
Program Director, Japan Agency for Medical Research and Development
Visiting Professor, Juntendo University School of Medicine[Reasons for nomination as candidate for External Corporate Director and summaryof his expected role]
After working as a clinician in the oncology area, Mr. Masaru Iwasaki possesses experienceand achievements from serving in important positions for large pharmaceutical corporations
in areas including product strategy planning and product development. He has performed an
important role in the Company’s management as an External Corporate Director from atechnical perspective of pharmaceuticals and healthcare since December 2016. As theCompany expects him to continue fulfilling the role of advising and supervising its overallmanagement, it again nominated him as a candidate for External Corporate Director.

11

Candidate No.

8

Reelection External Independent
Number of the Company’s shares owned: – shares
Attendance to meetings of the Board of Directors: 12/13 (92%)[Career summary, and position and responsibility in the Company]
Apr. 1980 Joined Ministry of Health and Welfare (currently Ministry of Health, Labourand Welfare)
July 2000

Director, Public Relations Office, General Coordination Division, Minister’s
Secretariat, Ministry of Health and Welfare

July 2004

Director, National Health Insurance Division and Director, General Affairs
Division, Health Insurance Bureau, Ministry of Health, Labour and Welfare

July 2009

Deputy Director-General (in charge of Medical Insurance, Health Policy, HealthCare and Long-term Care Integration), Ministry of Health, Labour and Welfare

Sept. 2012 Director-General for Policy Planning and Evaluation (in charge of Social
Security), Ministry of Health, Labour and Welfare
July 2014

Director General, Health Insurance Bureau, Ministry of Health, Labour andWelfareJune 2016 Director-General for Regional Revitalization, Headquarters for Overcoming
Population Decline and Vitalizing Local Economy in Japan, Cabinet Secretariat

Takeshi Karasawa(August 29, 1956)

Aug. 2016 Retired from Cabinet Secretariat
Dec. 2018 External Corporate Director, the Company (to present)
Significant concurrent positions outside the Company:
Outside Director, Value HR Co., Ltd.
Director, Social Welfare Corporation Sun Vision[Reasons for nomination as candidate for External Corporate Director and summaryof his expected role]
Mr. Takeshi Karasawa possesses extensive achievements and highly specialized knowledgeof healthcare and nursing care related policies and the social security system in generalfrom his experience in government administration. He has performed an important role in
the Company’s management as an External Corporate Director from an independent
perspective since December 2018. In addition, as a Nomination and Remuneration
Committee member, he proactively expresses his opinions and contributes to thedeliberations of the Committee. As the Company expects him to continue providing us withpractical advice on the Company’s business strategy and promotion, it again nominated him
as a candidate for External Corporate Director.

12

Candidate No.

9

Reelection External Independent
Number of the Company’s shares owned: – shares
Attendance to meetings of the Board of Directors: 10/10 (100%)[Career summary, and position and responsibility in the Company]
June 1981 Co-Founder and Partner, BERKELEY ANTIBODY COMPANY, INC.
Apr. 1983

President and Director, BERKELEY ANTIBODY COMPANY, INC.

Jan. 1986

Joined VIVIGEN, INC.

Jan. 1988

President, VIVIGEN, INC.

Mar. 1993

Joined MCKINSEY & COMPANY

June 1994

Director, UNM RAINFOREST INNOVATIONS (to present)

Feb. 1995

President & CEO, GREGG L. MAYER & COMPANY, INC. (to present)

Sept. 1996 Director, KAISER PERMANENTE INTERNATIONAL

Gregg Lindstrom
Mayer(August 15, 1958)

Dec. 2021

External Corporate Director, the Company (to present)

Significant concurrent positions outside the Company:
Director, DISEASE MANAGEMENT ASSOCIATION OF JAPAN
Co-Chair, Population Health Research Committee ASIA PACIFIC SOCIETY FORHEALTH SUPPORT SCIENCES[Reasons for nomination as candidate for External Corporate Director and summary of
expected role]
Mr. Gregg Lindstrom Mayer possesses extensive experience and expertise in disease
management, business development, etc. in the pharmaceutical, medical device,biotechnology and healthcare industries. He is also familiar with Japan’s healthcare
administration and the Company expects that he will be able to provide us with practicaladvice on the Company’s global strategy and promotion. The Company therefore
nominated him as a candidate for External Corporate Director.

13

Candidate No.

10

New election External Independent
Number of the Company’s shares owned: – shares
Attendance to meetings of the Board of Directors: 12/13 (92%)[Career summary, and position and responsibility in the Company]
Oct. 1991 Joined Aoyama Audit Corporation (currently PricewaterhouseCoopers Aarata
LLC)

Masaru Ota

Mar. 1997

Joined PwC Consulting Co., Ltd. (currently IBM Japan Ltd)

Oct. 1999

Joined ChuoAoyama Audit Corporation

Mar. 2001

Joined Sanwa Capital Finance Ltd. (currently Mitsubishi UFJ Capital Co.,Ltd.)

Dec. 2002

Joined Phoenix Capital Co., Ltd.

Mar. 2003

Director, Phoenix Capital Co., Ltd.

Apr. 2006

Representative Director, Ascent Partners (to present)

June 2015

Outside Corporate Auditor, MORITA HOLDINGS CORPORATION (topresent)

June 2017

Outside Audit & Supervisory Board Member, Wealth Management, Inc.

Dec. 2019

External Audit and Supervisory Board Member, the Company (to present)

June 2022

Audit and Supervisory Committee Member and Outside Board Member,
Wealth Management, Inc. (to present)(June 8, 1966)
Significant concurrent positions outside the Company:
Representative Director, Ascent Partners
Outside Corporate Auditor, MORITA HOLDINGS CORPORATION
Audit and Supervisory Committee Member and Outside Board Member, WealthManagement, Inc.
[Reasons for nomination as candidate for External Corporate Director and summary of
expected role]
Mr. Masaru Ota possesses extensive knowledge and experience as a certified public
accountant and consultant. As the Company expects him to provide us with practical advice
on the Company’s business strategy and promotion using his experience and knowledge, it
has newly nominated him as a candidate for External Corporate Director, although he hasserved as External Audit and Supervisory Board Member of the Company since 2019. If heis elected, he will serve as a Nomination and Remuneration Committee member and will be
involved in selecting candidates for Directors, Officers, and Audit & Supervisory Board
Members of the Company and deciding their remuneration, etc., from an objective andneutral standpoint.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Mr. Masaru Iwasaki, Mr. Takeshi Karasawa, Mr. Gregg Lindstrom Mayer and Mr. Masaru Ota are candidates forExternal Corporate Director.
3. Mr. Masaru Iwasaki is currently an External Corporate Director of the Company, and at the conclusion of thismeeting, his tenure as External Corporate Director will have been six (6) years.
4. Mr. Takeshi Karasawa is currently an External Corporate Director of the Company, and at the conclusion of thismeeting, his tenure as External Corporate Director will have been four (4) years.
5. Mr. Gregg Lindstrom Mayer is currently an External Corporate Director of the Company, and at the conclusion ofthis meeting, his tenure as External Corporate Director will have been one (1) year.
6. Mr. Masaru Ota is currently an External Audit and Supervisory Board Member of the Company, and at theconclusion of this meeting, his tenure as External Audit and Supervisory Board Member will have been three (3)years. Mr. Masaru Ota will resign as External Audit and Supervisory Board Member at the conclusion of thismeeting.
7. The Company has entered into an agreement, in accordance with Article 427, paragraph (1) of the Companies Act,with Mr. Masaru Iwasaki, Mr. Takeshi Karasawa and Mr. Gregg Lindstrom Mayer to limit their liability tocompensate damages under Article 423, paragraph (1) of the same Act. The maximum amount of liability fordamages under this agreement is the minimum liability amount provided for by the laws and regulations. If theirreelection is approved, the Company plans to continue the agreement with each one of them. Furthermore, Mr.
Masaru Ota is currently an External Audit and Supervisory Board Member of the Company, and the Company hasentered into an agreement, in accordance with Article 427, paragraph (1) of the Companies Act, with him to limit
his liability to compensate damages under Article 423, paragraph (1) of the same Act. The maximum amount of14

liability for damages under this agreement is the minimum liability amount provided for by the laws andregulations. If he is elected as Corporate Director, the Company intends to enter into the same limited liability
agreement with him as an External Corporate Director.
8. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Takeshi Karasawa and Mr. Gregg
Lindstrom Mayer have been appointed as independent officers as provided for by the aforementioned exchange.
Should their reelection be approved, the Company intends to submit notification that they have been appointed as
independent officers. If the election of Mr. Masaru Iwasaki, is approved, the Company plans to submit notification
to the aforementioned exchange concerning his appointment as an independent officer. Furthermore, Mr. Masaru
Ota is currently an External Audit and Supervisory Board Member of the Company, and the Company has
submitted notification to the Tokyo Stock Exchange that Mr. Masaru Ota has been appointed as an independent
officer as provided for by said exchange. Should his election be approved, the Company intends to submit
notification to said exchange that he has been newly appointed as an independent officer who is an External
Corporate Director.
9. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. In the event that an insured is claimed for damagesby a shareholder or a third party in connection with the performance of their duties, the policy will cover losses
including indemnification for such damages and litigation expenses. If this proposal is approved and adopted, andeach of them is appointed as a Corporate Director of the Company, they will be included as insureds of theinsurance policy. In addition, the Company plans to renew the policy with the same details at the next renewal.

15

Proposal 3:

Election of Three (3) Audit and Supervisory Board Members

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of Audit andSupervisory Board Members Yasuo Yoshimune and Hidetoshi Watanabe will expire, and Audit andSupervisory Board Member Masaru Ota will resign. In that regard, the Company proposes the election of
three (3) Audit and Supervisory Board Members including two (2) new candidates (of which, one (1) is to beExternal Audit and Supervisory Board Member). The consent of the Audit and Supervisory Board has beenobtained for this proposal.
The candidates for Audit and Supervisory Board Member are as follows:
Candidate No.

1

New election
Number of the Company’s shares owned: – shares[Career summary and position in the Company]
Apr. 1983 Joined Sankyo Co., Ltd. (currently Daiichi Sankyo Co., Ltd.)
Sept. 2019 Joined CMIC Co., Ltd., General Manager in charge of QMS Department, QM
Div.
Jan. 2022

Takanori Tobe
(August 7, 1959)

Director, and Head of Real & Virtual Lab, CMIC HealthCare Institute Co., Ltd.
(to present)[Reasons for nomination as candidate for Audit and Supervisory Board Member]
Mr. Takanori Tobe possesses extensive audit experience and knowledge concerning clinicaldevelopment of pharmaceutical products as well as pharmaceutical affairs andpharmaceutical regulations through his business engagements related to pharmaceuticalproducts development at major pharmaceutical companies and also CMIC Co., Ltd., a corecompany of the Group, and CMIC HealthCare Institute Co., Ltd. The Company has newly
nominated him as a candidate for Audit and Supervisory Board Member in the belief that hecan perform appropriate and fair audits of execution of Corporate Director’s duties based onsuch experience and knowledge.

16Candidate No.

2

Reelection External Independent
Number of the Company’s shares owned: – shares
Attendance to meetings of the Audit and Supervisory Board: 12/13 (92%)[Career summary and position in the Company]
Nov. 1977 Joined Showa Audit Corporation (currently Ernst & Young ShinNihon LLC)
Aug. 1981 Registered as Certified Public Accountant
Aug. 2008 Executive Director, Ernst & Young ShinNihon LLC
Aug. 2012 Senior Managing Director, Ernst & Young ShinNihon LLC

Hidetoshi Watanabe

July 2014

Executive Vice President, Ernst & Young ShinNihon LLC

July 2016

Established Hidetoshi Watanabe Certified Public Accountant Office (topresent)

July 2017

Outside Director, Audit and Supervisory Committee Member, Business Brain
Showa-Ota Inc. (to present)

Dec. 2018

External Audit and Supervisory Board Member, the Company (to present)

June 2021

Outside Audit & Supervisory Board Member, SAN-AI OIL CO., LTD(currently SAN-AI OBBLI CO., LTD.)(August 30, 1953)

Significant concurrent positions outside the Company:
Outside Director, Audit and Supervisory Committee Member, Business Brain Showa-Ota
Inc.
Outside Audit & Supervisory Board Member, SAN-AI OBBLI CO., LTD.
[Reasons for nomination as candidate for External Audit and Supervisory Board
Member]Mr. Hidetoshi Watanabe possesses achievements of a number of corporate audits and highly
specialized knowledge as a certified public accountant. The Company again nominated him
as a candidate for External Audit and Supervisory Board Member in the belief that he canperform appropriate and fair audits of execution of Corporate Director’s duties based onsuch experience and knowledge.

Candidate No.

3

New election External Independent
Number of the Company’s shares owned: – shares[Career summary and position in the Company]
Nov. 1989 Passed the national bar examination

Eiko Hakoda(May 25, 1957)

Apr. 1992

Registered as attorney at law, Daini Tokyo Bar Association
Joined Hamada & Matsumoto (currently Mori Hamada & Matsumoto)Apr. 2005

Partner, Mori Hamada & Matsumoto (to present)

Jan. 2016

Senior Partner, Mori Hamada & Matsumoto (to present)

June 2019

Outside Corporate Auditor, KITO CORPORATION (to present)

June 2022

Outside Director, Audit and Supervisory Committee Member, SPARX Group
Co., Ltd. (to present)

Significant concurrent positions outside the Company:
Partner, Mori Hamada & Matsumoto
Outside Corporate Auditor, KITO CORPORATION
Outside Director, Audit and Supervisory Committee Member, SPARX Group Co., Ltd.
[Reasons for nomination as candidate for External Audit and Supervisory Board
Member]With her long history in global business serving as an attorney, Ms. Eiko Hakoda possesses
highly specialized knowledge of finance, international business transactions and corporate
governance. The Company has newly nominated her as a candidate for External Audit andSupervisory Board Member in the belief that she can perform appropriate and fair audits ofexecution of Corporate Director’s duties based on such experience and knowledge.

17Notes:1. There is no special interest between any of the candidates and the Company.
2. Mr. Hidetoshi Watanabe and Ms. Eiko Hakoda are candidates for External Audit and Supervisory Board Member.
3. Mr. Hidetoshi Watanabe is currently an External Audit and Supervisory Board Member of the Company, and at
the conclusion of this meeting, his tenure as External Audit and Supervisory Board Member will have been four(4) years.
4. The Company has entered into an agreement, in accordance with Article 427, paragraph (1) of the Companies Act,with Mr. Hidetoshi Watanabe to limit his liability to compensate damages under Article 423, paragraph (1) of thesame Act. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for by the laws and regulations. If his reelection is approved, the Company plans to continue theagreement with him. Furthermore, if the election of Mr. Takanori Tobe and Ms. Eiko Hakoda is approved, theCompany intends to enter into the same limited liability agreement with them.
5. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Hidetoshi Watanabe has been
appointed as an independent officer as provided for by the aforementioned exchange. Should his reelection beapproved, the Company intends to submit notification for his status to remain as independent officer. Furthermore,should Ms. Eiko Hakoda’s election be approved, the Company plans to submit notification to the aforementioned
exchange that she has been appointed as an independent officer.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. In the event that an insured is claimed for damagesby a shareholder or a third party in connection with the performance of their duties, the policy will cover losses
including indemnification for such damages and litigation expenses. If this proposal is approved and adopted, andeach of them is appointed as an Audit and Supervisory Board Member of the Company, they will be included as
insureds of the insurance policy. In addition, the Company plans to renew the policy with the same details at thenext renewal.

18

<<Reference>>
Skill Matrix of Corporate Directors and Audit and Supervisory Board Members(In the event that each candidate for Corporate Director and Audit and Supervisory Board Member is elected)
Name

Finance/
Accounting

Legal affairs/
Riskmanagement

Businessknowledge●●

Globalbusiness

Corporate Directors

Kazuo Nakamura●

Keiko Oishi

●

●

●

Makoto Matsukawa

●

●

●

Wataru Mochizuki●

Takeshi Hamaura

●

●

●

Akihisa Mitake

●

●

●

●

●

●

●

●

●

Masaru Iwasaki

Audit andSupervisory
Board
Members
Note:

Corporate
management

Takeshi Karasawa●

Gregg Lindstrom Mayer●

Masaru Ota

●

●

●
●

●

●

Takanori Tobe●

Kei Hata●

Hidetoshi Watanabe●●

Eiko Hakoda

●

●

●

●

The above list indicates up to three items that are particularly expected of each candidate, and does not exhaustively
describe all the knowledge and experience possessed by each candidate.

19