Securities Code: 6312
May 15, 2024

(Start of electronic distribution: May 8, 2024)
To Our Shareholders:
Iwao Fusejima, President & CEOFreund Corporation
6-25-13 Nishi-shinjuku, Shinjuku-ku, Tokyo

Notice of Convocation of the 60th Annual General Meeting of Shareholders

We are pleased to announce the 60th Annual General Meeting of Shareholders of Freund Corporation (the“Company”), which will be held as indicated below.
Documents concerning this shareholders meeting are distributed electronically. Information distributed
electronically is posted on the following website as documents titled “Notice of Convocation of the 60th Annual
General Meeting of Shareholders” and “Other Items Provided Electronically (Items Omitted from PaperDocuments).”
Company website
https://www.freund.co.jp/english/ir/library/shareholders/
In addition to the Company’s website, information is posted on the following website.
Website of the Tokyo Stock Exchange
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
After accessing the Tokyo Stock Exchange website, enter “Freund” or “6312” (the Freund securities code) andclick search. Then select “Basic information” and “Documents for public inspection/PR information.
You may submit your votes by postal mail (in writing) or by using the Internet instead of attending this meeting.
Please review the Reference Documents for General Meeting of Shareholders, which is included in the information
distributed electronically, and submit your votes no later than 5:30 p.m., Wednesday, May 29, 2024 (JST).

-1-Meeting Details
1. Date and Time:
2. Venue:

Thursday, May 30, 2024, at 10:00 a.m. (Reception starts at 9:00 a.m.)
BELLESALLE Shinjuku Grand Conference Center
Sumitomo Fudosan Shinjuku Grand Tower 5F, 8-17-1, Nishi-shinjuku, Shinjuku-ku,
Tokyo3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 60thfiscal year (from March 1, 2023 to February 29, 2024), and the results of auditsof the Consolidated Financial Statements by the Accounting Auditor and theAudit & Supervisory Board
2. The Non-consolidated Financial Statements for the 60th fiscal year (from March1, 2023 to February 29, 2024)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Five (5) Directors
4. Matters Prescribed for Convocation
If you do not indicate your approval or disapproval for the proposals on the voting form, the Company willassume that you have voted in favor of the proposal.
* If you are attending the meeting, please submit the enclosed voting form to the reception desk upon arrival.

If information distributed electronically is revised, the revised information will be posted on the Company’s
website and the Tokyo Stock Exchange website.

-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
Maximizing shareholder value is the highest priority of the Company. Our policy is to use the benefits of higher
shareholder value for earnings distributions to shareholders while retaining earnings for making the company
stronger in order to adapt swiftly and accurately to changes in the operating environment.
The basic policy for the distribution of earnings is to make distributions based on results of operations. The target
for the annual consolidated dividend payout ratio is 30%. We will maintain stable distributions while taking into
account the need for retained earnings in order to build a stronger base of operations and take actions aimed atgrowth.
For the fiscal year that ended in February 2024, we are proposing the payment of an ordinary dividend of 20 yen
per share, the same as in the previous fiscal year, based on our policy of consistently paying a stable dividend.
Year-end dividend
1. Type of dividend property
Cash
2. Allotment of dividend property and aggregate amount¥20 per common stock of the Company
Total dividends will be ¥337,973,840.
3. Effective date of dividend of surplus
May 31, 2024-3-Proposal No. 2:

Election of Five (5) Directors

The terms of office of all five (5) Directors will expire at the conclusion of this shareholders meeting. Accordingly,shareholders are asked to approve the election of five (5) Directors (including two (2) Outside Directors).
The candidates for Director are as follows:No.

Name(Date of birth)

Brief career history, positions, responsibilities andsignificant concurrent positions
Nov. 1997
May 2008
Mar. 2010
Mar. 2012
Sep. 2012
Mar. 2013

1

Apr. 2014
Iwao Fusejima(Dec. 13, 1969)

Nov. 2020
Apr. 2023
Apr. 2024
Apr. 1997
Mar. 2014
Mar. 2017
Sep. 2019
Apr. 2021

2Toshiaki Honda(Aug. 19, 1974)

May 2021
Mar. 2023

Mar. 2024

Joined the Company
Director of the Company
Managing Director of the Company
President & CEO of the Company (to present)
President & CEO of Freund Chemicals, Ltd.
Chairperson & CEO of Freund-Vector
Corporation (to be renamed Freund Inc. in June2024)
Chairperson & CEO of Freund-Turbo
Corporation
Director of Cos.Mec S.r.l. (to present) (renamedFreund S.r.l. in March 2024)
Chairperson of Freund-Vector Corporation (topresent)
Director of Freund-Turbo Corporation (topresent)
Joined the Company
General Manager of Sales Department,Equipment Division of the Company
Division Director of Domestic Sales Divisionof the Company
Corporate Officer, Division Director ofCustomer Business Division of the Company
Director of Freund-Turbo Corporation (topresent)
Director of the Company
Director in charge of Machinery Business
Division, Chemicals Business Division andHamamatsu Technical Center
Director in charge of Machinery Business
Division and Corporate Administration
Division (to present)-4-

Number of theCompany shares held

298,667 shares

18,202 shares

No.

Name(Date of birth)

Brief career history, positions, responsibilities andsignificant concurrent positions
Apr. 1985
Oct. 2007

Jun. 2011
Jun. 2013
Sep. 2017
Jun. 2019

3Toshifumi
Moriguchi(Jan. 4, 1958)

Sep. 2019
Mar. 2023
May 2023

Apr. 1984

Joined Eisai Co., Ltd.

Jun. 2008

Senior Vice President, Head of ClinicalResearch Center of Eisai Co., Ltd.

Aug. 2009

Joined EPS Corporation (currently EPS
Holdings, Inc.)

Oct. 2018

President and Representative Director,President and Representative Corporate Officerof EPS Holdings, Inc.

Oct. 2019

President and Representative Director,President and Corporate Officer of EPS
Holdings, Inc.

4

Hisashi Tanaka(Jan. 13, 1955)

Joined Yoshitomiyakuhin Corporation.
General Manager of Facility Engineering
Department, Pharmaceutical Division ofMitsubishi Tanabe Pharma CorporationDirector, Yoshitomi Plant Manager of
Mitsubishi Tanabe Pharma Factory Ltd.
Director, Vice President of Mitsubishi Tanabe
Pharma Factory Ltd.
Director, General Manager of Business
Management Department of BIKEN Co., Ltd.
Joined the Company, Assistant to Division
Director of Chemicals Division, in charge ofProduction Planning
Executive Officer, Division Director ofProduction Business Division of the Company
Executive Officer, Division Director ofChemicals Business Division of the Company
Director, Division Director of Chemicals
Business Division, in charge of Chemicals
Business Division and Hamamatsu TechnicalCenter and Quality Assurance Division of theCompany (to present)

Oct. 2020

Vice Chairperson and Corporate Officer of EPS
Holdings, Inc.
Chairperson and Director of EPS Corporation
Chairperson and Director, Chairperson andCorporate Officer of EPS International Co.,Ltd.

May 2021

Director of the Company (to present)

Oct. 2021

Special Advisor of EPS Holdings, Inc.

-5-

Number of theCompany shares held

13,102 shares-No.

Name(Date of birth)

Brief career history, positions, responsibilities andsignificant concurrent positions
Apr. 1981
Apr. 2006

Joined Shionogi & Co., Ltd.
Managing Executive Officer, Division Directorof Manufacturing Division and General
Manager of Production Technology Laboratoryof Shionogi & Co., Ltd.

Apr. 2017

Senior Executive Officer, Division Director of
Pharmaceuticals Business Division of Shionogi& Co., Ltd.
Senior Executive Officer, Division Director of
CMC Research Center of Shionogi & Co., Ltd.
Representative Director of Shionogi PharmaCo., Ltd.
Outside Director of KOKANDO Co., Ltd.
Director and Chairperson of Shionogi PharmaCo., Ltd.
Director of the Company (to present)

Apr. 2018

5Apr. 2019
Ryuichi Kume(Nov. 8, 1956)

Jun. 2022
Jul. 2022
May 2023
April 2024

Number of theCompany shares held-Director and Chairperson of KOKANDO Co.,
Ltd. (to present)

Notes
1. Director candidate Mr. Iwao Fusejima is concurrently the Chairperson of Freund-Vector Corporation, which has a business
relationship with the Company. Mr. Fusejima is also Director of Freund-Turbo Corporation, which has a business
relationship with the Company. There are no significant financial relationships with the Company at other companies whereMr. Fusejima concurrently has executive positions.
2. None of the other candidates for Director has any special conflicts of interest with the Company.
3. Mr. Hisashi Tanaka and Mr. Ryuichi Kume are the candidates for election as Outside Directors. The Company has
designated Mr. Tanaka and Mr. Kume as Independent Directors according to the rules of the Tokyo Stock Exchange.
4. The candidates for Outside Directors are as follows:
Mr. Tanaka has many years of experience involving R&D and global development activities in the pharmaceutical industry
and a broad range of knowledge as a manager. Shareholders are asked to reelect Mr. Tanaka as an Outside Director because
he is expected to contribute to strengthening corporate governance by performing the oversight of management andproviding advice regarding all aspects of management.
Mr. Tanaka will have served as Outside Directors for three years at the conclusion of this General Meeting of Shareholders.
Mr. Kume has many years of experience involving R&D, manufacturing technologies and sales in the pharmaceuticalindustry and a broad range of knowledge as a manager. Shareholders are asked to elect Mr. Kume as an Outside Director
because he is expected to contribute to strengthening corporate governance by performing the oversight of management andproviding advice regarding all aspects of management.
Mr. Kume will have served as Outside Directors for one year at the conclusion of this General Meeting of Shareholders.
5. Limited liability contracts between the Company and Outside Directors
To enable the Outside Directors to fully perform their duties, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation, the Company has entered into a liability limitation agreementwith the Outside Directors to limit their liabilities for damages set forth in Article 423, Paragraph 1 of the Companies Act.
Pursuant to this agreement, the cap on the liability for damages is the minimum liability amount in Article 425, Paragraph 1of the Companies Act. If Mr. Tanaka and Mr. Kume are reelected, the Company plans to renew this agreement with them.
6. The Company has purchased a liability insurance policy from an insurance company for Directors and Audit & Supervisory
Board Members as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy pays for damages
that may be the responsibility of individuals covered by this policy. However, damages caused by intentional acts or serious
negligence are not covered by this policy. If elected, all five (5) Director candidates will be covered by this policy. The
insurance policy is scheduled to be renewed with the same terms and conditions at the next renewal. The Company pays theentire cost of these policies.

-6-Reference: Directors and Audit & Supervisory Board Members(following the 60th Annual General Meeting of Shareholders if approved byshareholders)
Candidate
No.

Attendance at
the Board ofTerm of Directors/Audit &office Supervisory
Boardmeetings

Advisory Committee

Directors
Audit & Supervisory
Board Members

NameAgePosition

1

Iwao Fusejima

54

President & CEO

16 years

12/12 times

2

Toshiaki Honda

49

Director

3 years

12/12 times

3

Toshifumi Moriguchi

66

Director

1 year8/8 times

4

Hisashi Tanaka69Outside Director

3 years

12/12 times

Chairperson ofNomination &Remuneration Committee

5Ryuichi Kume

67

Outside Director

1 year8/8 times

Member of Nomination &Remuneration Committee-

Sakae Hirano

67

Audit &Supervisory Board 5 years
Member (full time)

12/12 times
12/12 times
11/12 times-

Sayoko Izumoto

70

Outside Audit &Supervisory Board 7 years
Member-Kazunari Hamada

50

Outside Audit &Supervisory Board 3 years
MemberNomination &Remuneration Committee
Member of Nomination &Remuneration Committee

17/17 times
17/17 times

Observer of Nomination &Remuneration Committee

16/17 times

Reference: Skill Matrix
Expected areas of expertise
Candidate
No.

Name

1

Iwao
Fusejima

2

Corporate
Sales /
management Marketing●Finance /Accounting

IT /Security

Labor /
Humanresources

ESG /Legal / Risk
Global Manufacture
Sustainamanagement experience / R&D
bilityDirectors
Audit & Supervisory
Board Members●●

Toshiaki
Honda

●

●

3

Toshifumi
Moriguchi●

4

HisashiTanaka●5

Ryuichi
Kume●-SakaeHirano●-Sayoko
Izumoto-Kazunari
Hamada

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