Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code: 4516)
Date of issue: June 10, 2024
To Shareholders with Voting Rights:
Toru Nakai
Representative Director, President
Nippon Shinyaku Co., Ltd.
14, Nishinosho-Monguchi-cho,
Kisshoin, Minami-ku, Kyoto, JapanNOTICE OF
THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially informed of the 161st Annual General Meeting of Shareholders of Nippon Shinyaku Co.,
Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provisionand has posted the matters subject to the measures for electronic provision as “NOTICE OF THE 161ST
ANNUAL GENERAL MEETING OF SHAREHOLDERS” on the Company’s website on the Internet indicatedbelow.
The Company’s website: https://www.nippon-shinyaku.co.jp/english/ir/ir_stock/smeeting.php
Matters subject to the measures for electronic provision are also posted on the website of the Tokyo Stock
Exchange (TSE) indicated below, in addition to the Company’s website. When you access the TSE website,
search for the Company by entering “Nippon Shinyaku” in the “Issue name (company name)” field or “4516”
in the “Code” field. On the search results page, select “Basic information” and then “Documents for public
inspection/PR information,” and click “Notice of General Shareholders Meeting/Informational Materials for a
General Shareholders Meeting” under “Filed information available for public inspection” to review the
information.
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting, you can exercise your voting rights either by postcard or via the Internet, so
please review the attached Reference Documents for the General Meeting of Shareholders and indicate yourvote for or against the proposal on the enclosed Voting Rights Exercise Form and return it by 5:30 p.m. on
Wednesday, June 26, 2024, Japan time, or access the website for exercising voting rights(https://evote.tr.mufg.jp/) and input your vote for or against the proposal.
1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

Head Office Auditorium of Nippon Shinyaku Co., Ltd. located at
14, Nishinosho-Monguchi-cho, Kisshoin, Minami-ku, Kyoto, Japan(When attending the meeting, please submit the enclosed Voting Rights Exercise
Form at the reception desk.)-1-

3. Meeting Agenda:
Matters to be reported:

Proposals to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

1.The Business Report, Consolidated Financial Statements for the Company’s 161st

Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2.Non-consolidated Financial Statements for the Company’s 161st Fiscal Year
(April 1, 2023 - March 31, 2024)
Appropriation of Surplus
Election of 12 Directors
Election of 2 Audit & Supervisory Board Members
Introduction of a Restricted Stock Remuneration Plan for Directors (Excluding
Outside Directors)

4. Matters Determined in Regard to the Convocation
・If voting rights are exercised both in writing and via the Internet, the vote submitted via the Internet shall beconsidered the valid exercise of voting rights. If voting rights are exercised multiple times via the Internet, thefinal vote submitted shall be considered the valid exercise of voting rights.
・If there is no indication of a vote for against a specific proposal on the Voting Rights Exercise Form, it shallbe deemed as an indication of approval to that proposal.
・Pursuant to the provisions of relevant laws and regulations and Article 16 of the Company’s Articles ofIncorporation, the following matters are posted on the Company’s website and the TSE website, thus they are
not provided in the paper-based documents delivered to shareholders. In addition, the Audit & Supervisory
Board Members and the Accounting Auditor have audited the documents to be audited, including the following
matters.
[Business Report]
The following matters regarding the current status of the corporate group: “Issues to be addressed,” “Trends in
assets and profit and loss,” “Main businesses,” “Main offices and plants,” “Status of employees,” mattersconcerning the Company’s shares, the following matters concerning the Company’s officers: “Mattersconcerning outside officers,” matters concerning the Accounting Auditor, matters concerning the Company’s
structure and policies[Consolidated Financial Statements]
Consolidated Statement of Changes in Net Assets and Notes to the Consolidated Financial Statements[Non-consolidated Financial Statements]
Balance Sheet, Income Statement, Non-consolidated Statements of Changes in Net Assets, and Notes to the
Non-Consolidated Financial Statements[Audit Reports]
Audit Report of the Accounting Auditor on the Consolidated Financial Statements, Audit Report of the
Accounting Auditor, and Audit Report of the Audit & Supervisory Board Members≪Note≫

Should the matters subject to the measures for electronic provision require revisions, the revisions will be posted on the relevant websites on
which the matters are posted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Our policy on returning profits appropriately to shareholders is maintaining stable dividends while taking
into consideration the dividend on equity (DOE) ratio.
In accordance with our basic policy of maximizing corporate value, we will work to enhance our R&D
pipeline by bolstering our research and development structure, and we will strive to further strengthen
our management base while balancing investment and return of profits in order to develop a corporate
structure capable of withstanding increasingly intense competition.
Based on the above policy, the year-end dividend for the fiscal year is proposed as follows:(1)

Type of Dividend:
Cash

(2)

Items relating to the allocation of dividend assets to shareholders and its total amount:
JPY62 per share of common stock of the Company
Total amount: JPY4,175,870,996
Together with the interim dividend of JPY62 per share, the annual dividend will be JPY124
per share.

(3)

Effective Date of Distribution of Retained Earnings:
Friday, June 28, 2024

-3-

Proposal 2:

Election of 12 Directors

The terms of office of all 12 Directors, including 4 Outside Directors, will expire at the conclusion of thisyear’s Annual General Meeting of Shareholders. Accordingly, the election of 12 Directors, including 4 Outside
Directors, is proposed.
The candidates are as follows:No.

Tenureat Board ofof
Directors
officeRepresentative Director,
Shigenobu Maekawa
Chairman

19100%(14/14)

Representative Director,
President

5100%(14/14)

Managing Director,
Sales and Marketing

9100%(14/14)6100%(14/14)6100%(14/14)

Name

1

Reappointment

2

Reappointment

Toru Nakai

3

Reappointment

Shouzou Sano

4

Reappointment

5

Reappointment

6

Reappointment

7

Reappointment

8

Reappointment

Attendance

Current positions andresponsibilities at theCompany

Director,
Personnel, General Affairs,
Takashi Takaya
Risk Management,
Compliance& Digital Transformation
Director,
Takanori Edamitsu Business Management,& Sustainability
Director,
Kazuchika Takagaki
Research & Development
Director,
Hitoshi Ishizawa
Functional Food
Director,
Hitomi Kimura
Resource Procurement,
Production & Assurance

meetings

3
3
3

Chairman,
Kyoto Employers' Association
Outside Director,
KYOCERA Corporation100%(14/14)100%(14/14)100%(14/14)

9

Reappointment
OutsideIndependent

Miyuki Sakurai

Outside Director

7100%(14/14)

10

Reappointment
OutsideIndependent

Yoshinao Wada

Outside Director

5100%(14/14)

11

Reappointment
OutsideIndependent

Yukari Kobayashi

Outside Director

3100%(14/14)

12

Reappointment
OutsideIndependent

Mayumi Nishi

Outside Director1100%(11/11)-4-

Significant concurrent
positions

Joint Owner,
Hanamizuki Law OfficeMember of the Board,
NIPPON SHOKUBAI CO.,LTD.
Outside Auditor,
MBS MEDIA HOLDINGS,
INC.
Part-time physician,
Department of Maternal
Medicine, Osaka Women’sand Children’s Hospital
Representative Partner,
Amanda Life Consulting LLC.
Outside Director, PanasonicConnect Co., Ltd.
Outside Director,
Bridgestone Corporation
CEO, JC1 LLC

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1976
March 1992
April 2002

1

2

Joined the Company
Transfer to Japan Federation of Employers’ Associations
Department Manager, Corporate Planning Department,
Corporate Strategy Office
April 2004
Corporate Officer
Director
June 2005
Corporate Planning, Finance & Accounting, and Information
June 2005
system, and Department Manager, Corporate Planning
Department
June 2006
Managing Director
Reappointment
General Manager, Corporate Planning, Finance & Accounting,
April 2007
and Information system
Shigenobu Maekawa June 2007
Representative Director, President(January 18, 1953) June 2021
Representative Director, Chairman (current position)
June 2023
Outside Director, KYOCERA Corporation (current position)
Tenure of office:[Significant concurrent positions]
19 years
Chairman, Kyoto Employers’ Association
Outside Director, KYOCERA Corporation
Attendance at Boardof Directors meetings:[Reasons for the nomination for Director]
100%
After joining the Company in 1976, Mr. Shigenobu Maekawa assumed positions(14/14)including Department Manager, Corporate Planning Department from 2002,
Director in charge of Corporate Planning, Finance & Accounting, and Information
System from 2005, Managing Director from 2006, President from 2007, andChairman (current position) from 2021. The Company nominates him for Director
as he has a wealth of experience and broad insight as a business manager and heappropriately manages the Board of Directors by chairing meetings as a
Representative Director.
April 1995
Joined the Company
April 2016
Department Manager, Business Planning Department
April 2018
Acting General Manager, Corporate Planning (NS Pharma, Inc.)
April 2019
General Manager, Global Business Division, Attached to Global
Business Division (NS Pharma, Inc.)
June 2019
Director
June 2019
General Manager, Global Business; Head of Global Business
Division
June 2021
Representative Director, President (current position)
Reappointment[Reasons for the nomination for Director]
Toru Nakai
After joining the Company in 1995, Mr. Toru Nakai assumed positions including(December 23, 1971)
Department Manager, Business Planning Department from 2016. Further, in 2018,he was transferred to U.S. subsidiary NS Pharma, Inc. (General Director, Corporate
Tenure of office:Planning of U.S. branch). In 2019, he was General Manager, Global Business
5 years
Division and later became Director in charge of Global Business. He assumed theposition of President (current position) from 2021. The Company nominates him for
Attendance at Board
Director as he has a wealth of experience in global business and broad insight intoof Directors meetings:
such field and he has been fully demonstrating leadership as a member of the100%
management team of the Company.
(14/14)-5-

Number ofshares of theCompany held

53,400

11,100No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1984
April 2008
April 2010
April 2013

Reappointment
3

4

Shouzou Sano
(July 14, 1960)

April 2015
June 2015
June 2015
June 2019

Joined the Company
Department Manager, Saitama Branch Office, Sales andMarketingCorporate Officer; Department Manager, Osaka Branch Office,Sales Promotion Division, Sales and Marketing
Corporate Officer; Head of Tokyo Area Division, Sales andMarketingCorporate Officer; Head of Sales and Marketing
Director
General Manager, Sales and Marketing; Head of Sales andMarketing Division (current position)
Managing Director (current position)[Reasons for the nomination for Director]
After joining the Company in 1984, Mr. Shouzou Sano assumed positions including
Tenure of office:Department Manager of Saitama Branch Office from 2008, Department Manager of
9 years
Osaka Branch Office from 2010, Head of Tokyo Area Division from 2013, Director
Attendance at Board in charge of Sales and Marketing (current position) from 2015, and Managing
Director (current position) from 2019. The Company nominates him for Director as
of Directors
he has a wealth of business experience in sales division of medical products andmeetings:
broad insight into such field.
100%(14/14)
April 1984
Joined the Company
April 2005
Department Manager, Marketing Department, Sales andMarketing
April 2009
Department Manager, Marketing Department, Sales andMarketing Planning Division, Sales and Marketing
April 2010
Department Manager, Marketing and Planning Department,
Sales and Marketing Planning Division, Sales and Marketing
April 2011
Head of Sales and Marketing Planning Division, Sales andMarketing
April 2012
Corporate Officer; Head of Sales and Marketing Planning
Reappointment
Division, Sales and Marketing
June 2018
Director (current position)
Takashi Takaya
June 2018
General Manager, Administration(November 13, 1960) April 2022
General Manager, Personnel, General Affairs, Risk
Management, Compliance & Digital Transformation (current
position)
Tenure of office:6 years[Reasons for the nomination for Director]
After joining the Company in 1984, Mr. Takashi Takaya assumed positions
Attendance at Board including Manager, Business Planning Section, Tokyo Branch Office from 1999,
of Directors meetings: Section Manager, Corporate Strategy Department from 2001, Manager, Planning
100%
Section, Marketing and Planning Department from 2003, Department Manager,
Marketing Department from 2005, Department Manager, Marketing and Planning(14/14)
Department from 2010, Head of Sales and Marketing Planning Division from 2011,and Director in charge of Administration from 2018. He assumed the new positionof Director in charge of Personnel, General Affairs, Risk Management, Compliance& Digital Transformation (current position) from 2022. The Company nominates
him for Director as he has a wealth of business experience and broad insight intosuch field.

-6-

Number ofshares of theCompany held

7,200

5,300

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1989
August 2011
April 2013
June 2018
June 2018
April 2022

Joined the Company
Department Manager, Corporate Planning Department
Corporate Officer; Department Manager, Corporate Planning
Department
Director (current position)
General Manager, Business Management
General Manager, Business Management & Sustainability(current position)

Number ofshares of theCompany held

Reappointment
5

Takanori Edamitsu(August 8, 1963)
Tenure of office:6 years
Attendance at Boardof Directors meetings:
100%(14/14)4,800[Reasons for the nomination for Director]
After joining the Company in 1989, Mr. Takanori Edamitsu assumed positions
including Manager, Corporate Planning Section, Corporate Planning Department
from 2005, Department Manager, Corporate Planning Department from 2011, andDirector in charge of Business Management from 2018. He assumed the newposition of Director in charge of Business Management & Sustainability (current
position) from 2022. The Company nominates him for Director as he has a wealthof experience in corporate planning and broad insight into such field.

April 1986
June 2014
June 2016
April 2017
June 2021
June 2021
Reappointment
6

Joined the Company
Department Manager, Discovery Research Laboratories in
Tsukuba, Discovery Research Labs., Research & Development
Department Manager, Discovery Research Labs., Research &Development
Corporate Officer; Department Manager, Discovery ResearchLabs., Research & Development
Director (current position)
General Manager, Research & Development; Head of Research& Development Division (current position)
3,900

Kazuchika Takagaki(November 15, 1961)[Reasons for the nomination for Director]
Afterjoining the Company in 1986, Mr. Kazuchika Takagaki assumed positions
Tenure of office:including Department Manager, Discovery Research Laboratories in Tsukuba from
3 years
2014, Department Manager, Discovery Research Labs. from 2016, and Director in
charge of Research & Development (current position) from 2021. The Company
Attendance at Board nominates him for Director as he has a wealth of business experience in research andof Directors meetings: development and broad insight into such field.
100%(14/14)

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1985
April 2013
April 2014
April 2015
April 2017

Reappointment
7

April 2021

Hitoshi Ishizawa
June 2021(September 18, 1961)
June 2021
Tenure of office:3 years

8

April 2018

Joined the Company
Department Manager, Kita-Kanto Branch Office, Northern
Japan Division, Sales and Marketing
Department Manager, Chugoku Branch Office, Western Japan
Division, Sales and Marketing
Department Manager, Tokyo Branch Office, Eastern Japan
Division, Sales and Marketing
Department Manager, Osaka Branch Office, Sales andMarketingCorporate Officer; Department Manager, Osaka Branch Office,Sales and Marketing
Corporate Officer; Department Manager, Kansai Branch Office,Sales and Marketing
Director (current position)
General Manager, Functional Food; Head of Functional Food
Division (current position)[Reasons for the nomination for Director]
After joining the Company in 1985, Mr. Hitoshi Ishizawa assumed positions
including Department Manager of Kita-Kanto Branch Office from 2013, Department
Attendance at Board
Manager of Chugoku Branch Office from 2014, Department Manager of Tokyo
of Directors meetings:
Branch Office from 2015, and Department Manager of Osaka Branch Office from100%
2017. In 2021, he was Department Manager of Kansai Branch Office and later(14/14)
became Director in charge of Functional Food (current position). The Company
nominates him for Director based on a belief that he can effectively utilize his wealthof business experience in sales division of medical products and broad insight intofunctional food division.
April 1984
Joined the Company
April 2015
Department Manager, Regulatory Affairs Department,
Regulatory Affairs, Safety Management and Quality Assurance
Division
April 2020
Head of Regulatory Affairs, Safety Management and Quality
Assurance Division (Marketing Supervisor-General)
April 2021
Corporate Officer; Head of Regulatory Affairs, Safety
Management and Quality Assurance Division (Marketing
Supervisor-General)
June 2021
Director (current position)
Reappointment
June 2021
General Manager, Resource Procurement, Production &Assurance (current position)
Hitomi Kimura(September 2, 1961) [Reasons for the nomination for Director]

After joining the Company in 1984, Ms. Hitomi Kimura assumed positions including
Department Manager, Regulatory Affairs Department from 2015 and Head ofRegulatory Affairs, Safety Management and Quality Assurance Division (Marketing
Supervisor-General) from 2020, and Director in charge of Resource Procurement,
Attendance at Board Production & Assurance (current position) from 2021. The Company nominates herof Directors meetings: for Director as she has a wealth of business experience in supply chain and safety
100%
quality assurance and broad insight into such field.
(14/14)
Tenure of office:3 years-8-

Number ofshares of theCompany held

5,100

1,900

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1992
April 1992
April 1992
May 2003
March 2015
April 2016
June 2017
June 2020

9

Reappointment
OutsideIndependent

June 2022

Completed training program at Legal Training and ResearchInstitute of Japan
Registered with Osaka Bar Association
Joined Nishimura Law and Accounting Office
Joint Owner, Hanamizuki Law Office (current position)
Auditor, Nissay Life Foundation (current position)
Auditor, Osaka University (current position)
Director, the Company (current position)
Member of the Board, NIPPON SHOKUBAI CO., LTD. (current
position)
Outside Audit & Supervisory Board Member, MBS MEDIAHOLDINGS, INC. (current position)[Significant concurrent positions]
Joint Owner, Hanamizuki Law Office
Miyuki Sakurai(December 15, 1964) Member of the Board, NIPPON SHOKUBAI CO., LTD.
Outside Audit & Supervisory Board Member, MBS MEDIA HOLDINGS, INC.
Tenure of office:7 years[Reasons for the nomination for Outside Director and outline of expected roles]
Attendance at Board The Company nominates Ms. Miyuki Sakurai for Outside Director, as she is offeringof Directors meetings: advice to the management of the Company from a practical perspective based on her
100%
expertise and insight from an independent standpoint as a lawyer.
(14/14)-9-

Number ofshares of theCompany held

800

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
July 1975
November 1981
October 1989
April 1991
April 1998

Reappointment
OutsideIndependent
10

April 2011
April 2014

Yoshinao Wada
(December 25, 1950) April 2016
Tenure of office:5 years

April 2017

Joined Osaka University Hospital
Department of Maternal Medicine, Osaka Medical Center for
Maternal and Child HealthObtained the degree of Doctor of Medicine (Osaka University)
Department Manager, Department of Molecular Medicine,Research Institute, Osaka Medical Center for Maternal and Child
HealthDirector, Research Institute, Osaka Medical Center for Maternaland Child Health
Department Manager, Department of Maternal Medicine;
Director, Research Institute; Osaka Medical Center for Maternaland Child Health
Chief Department Manager, Department of Maternal Medicine;
Director, Research Institute; Osaka Medical Center for Maternaland Child HealthPart-time physician, Department of Maternal Medicine, Osaka
Medical Center for Maternal and Child HealthPart-time physician, Department of Maternal Medicine, Osaka
Women’s and Children’s Hospital (current position)
Visiting Professor, Yokohama City University
Director, the Company (current position)

April 2018
Attendance at Board June 2019of Directors meetings:
100%[Significant concurrent positions](14/14)Part-time physician, Department of Maternal Medicine, Osaka Women’s andChildren’s Hospital[Reasons for the nomination for Outside Director and outline of expected roles]
The Company nominates Dr. Yoshinao Wada for Outside Director, as he is offering
advice to the management of the Company from a practical perspective based on his
expertise and insight from an independent standpoint as a physician.

- 10 -

Number ofshares of theCompany held

300

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1987
July 2002
January 2007
January 2007
March 2016
January 2018
February 2018
September 2018

Reappointment
OutsideIndependent
11

Yukari Kobayashi(April 17, 1963)
Tenure of office:3 years

March 2020
June 2021
April 2022
March 2023
June 2023

Joined IBM Japan, Ltd.
Senior Manager, Overall Management of System Products
Marketing, IBM Japan, Ltd.
Director in charge of Public Sector, Global Business Service,
IBM Japan, Ltd.
Executive Officer, IBM Business Consulting Services KK
Growth Leader for Mercer Far East Zone; Chief of staff, Mercer
Japan Ltd.
Director, Mercer Investment Solutions Ltd.
COO, Mercer Japan Ltd.
Corporate Officer; Corporate Strategy Management Lead, Area
Transformation Lead, and Chief of Staff, Microsoft Japan Co.,
Ltd.
Representative Partner, Amanda Life Consulting LLC. (current
position)
Director, the Company (current position)
Outside Director, Panasonic Connect Co., Ltd. (current position)
Outside Director, Bridgestone Corporation (current position)
CEO, JC1 LLC (current position)[Significant concurrent positions]
Attendance at Board Representative Partner, Amanda Life Consulting LLC.
of Directors meetings: Outside Director, Panasonic Connect Co., Ltd.
Outside Director, Bridgestone Corporation
100%
CEO, JC1 LLC(14/14)[Reasons for the nomination for Outside Director and outline of expected roles]
The Company nominates Ms. Yukari Kobayashi for Outside Director as she isexpected to offer advice to the management of the Company from a practicalperspective based on her wealth of experience and broad insight from an independent
standpoint as a corporate management.

- 11 -

Number ofshares of theCompany held

200

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1980
April 1980
April 1991
May 1991
March 1997
April 1997

Reappointment
OutsideIndependent

12

Mayumi Nishi(October 7, 1957)
Tenure of office:1 yearJune 1998
April 2003
April 2005
April 2007
August 2009

Attendance at Boardof Directors meetings: April 2010
100%
April 2023
(11/11)Joined Department of Biology, Aichi Cancer Center ResearchInstituteObtained pharmacist license
Joined Department of Anesthesiology, Kyoto Prefectural
University of Medicine
Obtained medical license
Obtained the degree of Doctor of Medicine (Kyoto Prefectural
University of Medicine)
Teaching Associate, Department of Anatomy I, Kyoto
Prefectural University of Medicine
Lecturer, Department of Anatomy I, Kyoto Prefectural
University of Medicine
Lecturer, Graduate School of Medical Science, Kyoto
Prefectural University of Medicine
Assistant Professor, Department of Anatomy and Neurobiology,
Graduate School of Medical Science, Kyoto Prefectural
University of Medicine
Associate Professor, Department of Anatomy and Neurobiology,
Graduate School of Medical Science, Kyoto Prefectural
University of Medicine
Professor, Department of Anatomy and Cell Biology, Nara
Medical University
Visiting Professor, Graduate School of Medical Science, Kyoto
Prefectural University of Medicine
Professor Emeritus, Nara Medical University (current position)

Number ofshares of theCompany held

100

[Significant concurrent position]
None[Reasons for the nomination for Outside Director and outline of expected roles]
The Company nominates Dr. Mayumi Nishi for Outside Director as it has judged that
she will be able to offer advice to the management of the Company from a practicalperspective based on her expertise and insight from an independent standpoint as aphysician and pharmacist.

(Notes)1. There are no special interests between each candidate and the Company.
2. The Company stipulates criteria for judgment of independence for Independent Outside Officers as described in the“Corporate Governance Basic Policy” (Attachment 2) on the Company’s website.
(https://www.nippon-shinyaku.co.jp/file/download.php?file_id=7231).
All candidates for Outside Director in this proposal meet the criteria.
Other matters concerning the candidates for Outside Director are as follows:(1) Concerning the liability prescribed in the Article 423, Paragraph 1 of the Companies Act, the Company has entered,pursuant to Article 427, Paragraph 1 of the same Act, into an agreement with Ms. Miyuki Sakurai, Dr. Yoshinao
Wada, Ms. Yukari Kobayashi, and Dr. Mayumi Nishi to limit maximum amount of their liability to be the amountset forth as minimum liability in Article 425, Paragraph 1 of the same Act.
(2) The Company has designated Ms. Miyuki Sakurai, Dr. Yoshinao Wada, Ms. Yukari Kobayashi, and Dr. Mayumi
Nishi as independent directors stipulated by Tokyo Stock Exchange and reported such designation to the Exchange.
If the reelection of all of these candidates is approved and resolved, they will continue to serve as independent
directors.
3. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company, in which all Directors serve as the insured. In the eventof a claim for damages submitted by a shareholder or a third party arising from any acts or omissions in the course ofduties by Directors who are the insured, any damage incurred by the Directors as a result thereof shall be covered by the
insurance agreement. The insurance premiums for all the insured are fully borne by the Company. However, liability
arising from criminal acts or acts committed with the knowledge that they violate laws shall not be covered by the
insurance agreement. If the candidates assume the office of Director, they will be insured under the insurance agreement.
The Company plans to renew the agreement by retaining the current contents at the time of renewal.

- 12 -

Proposal 3:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Kenji Kuwabara and Tsuyoshi Kondo will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of
2 Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates are listed on the next page.
(Reference) The composition of the Audit & Supervisory Board after the election (scheduled)No.

Current positions at theCompany

Name
Hirotsugu Ito－

Eriko Doi

Standing Audit &Supervisory Board Member
Department Manager,
Safety Management
Department(safety manager)

1

New Candidate－

OutsideIndependent

Hiroharu Hara

Outside Audit &Supervisory Board Member

2

New Candidate
OutsideIndependent

Mariko Chaki－- 13 -

Attendance
Attendance
Tenureat Audit &at Board ofofSupervisory
Directors
officeBoardmeetings
meetings

1

100%(11/11)

100%(20/20)

－

－

－

1

100%
(11/11)－－Significant
concurrent
positions

President,
100% Hiroharu
Hara(20/20) Tax Accountant
office－Partner, Oike Law
OfficeNo.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1984
April 2007
April 2008
April 2016
April 2018

1

New Candidate
Eriko Doi
(October 2, 1961)

Joined the Company
Manager, Planning and Coordination Section, R&D
Administration Department, Research & Development Planning
Center, Research & Development
Manager, Planning and Coordination Section, R&D
Administration Department, Research & Development Planning
Division, Research & Development
Department Manager, Safety Management Department,
Regulatory Affairs, Safety Management and Quality Assurance
Division
Department Manager, Safety Management Department,
Regulatory Affairs, Safety Management and Quality Assurance
Division (safety manager) (current position)

October 2002
October 2002
October 2006

Completed legal apprenticeship at Legal Training and ResearchInstitute
Registered with Kyoto Bar Association
Joined Oike Law OfficePartner, Oike Law Office (current position)[Significant concurrent position]

0

Partner, Oike Law Office
New Candidate
OutsideIndependent

Mariko Chaki(September 4, 1977)

0[Reasons for the nomination for Audit & Supervisory Board Member]
After joining the Company in 1984, Ms. Eriko Doi assumed positions including
Manager, Planning and Coordination Section, R&D Administration Department
since 2007, Manager, Safety Management Section, Safety Management Department
since 2014, and Department Manager, Safety Management Department since 2016.
The Company nominates her for Audit & Supervisory Board Member as it has
judged that she has the appropriate experience and capabilities to serve as Audit &Supervisory Board Member of the Company.
September 2002

2

Number ofshares of theCompany held

[Reasons for the nomination for Outside Audit & Supervisory Board Member]
The Company nominates Ms. Mariko Chaki for Outside Audit & Supervisory Board
Member as it has judged that she will be able to offer advice for the enhancement ofsoundness, transparency, and compliance of the management of the Company basedon her expertise and insight from an independent standpoint as a lawyer.

(Notes)1. There are no special interests between each candidate and the Company.
2. The Company stipulates the criteria for judgment of independence for Independent Outside Officers as described in the“Corporate Governance Basic Policy” (Attachment 2) on the Company’s website.
(https://www.nippon-shinyaku.co.jp/file/download.php?file_id=7231)
Candidate for Outside Audit & Supervisory Board Member Mariko Chaki in this proposal meets the criteria.
Other matters concerning the candidates for Outside Audit & Supervisory Board Member are as follows:(1) Concerning the liability prescribed in the Article 423, Paragraph 1 of the Companies Act, the Company intends toenter, pursuant to Article 427, Paragraph 1 of the same Act, into an agreement with Ms. Mariko Chaki to limit
maximum amount of her liability to be the amount set forth as minimum liability in Article 425, Paragraph 1 of thesame Act, if Ms. Mariko Chaki is elected.
(2) We will designate Ms. Mariko Chaki as independent audit & supervisory board member stipulated by the Tokyo
Stock Exchange and report such designation to the Exchange, if Ms. Mariko Chaki is elected.
3. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company, in which all Audit & Supervisory Board Members serveas the insured. In the event of a claim for damages submitted by a shareholder or a third party arising from any acts oromissions in the course of duties by Audit & Supervisory Board Members who are the insured, any damage incurred by
the Audit & Supervisory Board Members as a result thereof shall be covered by the insurance agreement. However,liability arising from criminal acts or acts committed with the knowledge that they violate laws shall not be covered by
the insurance agreement. The insurance premiums for all the insured are fully borne by the Company. If the candidates
assume the office of Audit & Supervisory Board Member, they will be insured under the insurance agreement.
The Company plans to renew the said insurance agreement by retaining the current contents at the time of renewal.

- 14 -

Skills Matrix of Directors and Audit & Supervisory Board Members
Skills and experience
Category

Director(Inside)Director(Outside )Corporate
management/
Management
strategy

Globalbusiness

Finance/
Accounting

Legal affairs/
Riskmanagement

Shigenobu
Maekawa

●

●

●

●

Toru Nakai

●

●

●

Name

Shouzou
Sano
TakashiTakayaTakanori
Edamitsu
Kazuchika
TakagakiHitoshiIshizawa
Hitomi
KimuraMiyuki
Sakurai
Yoshinao
Wada
Yukari
Kobayashi
Mayumi
Nishi

Research &Development

Production/
Quality

Personnel/HRdevelopment

ESG/
Socialcontribution

IT/
Information
management

●

●

●

●

●
●

●

●

●

●

●

●

●
●
●

●

●

●

●
●
●

●

●

●
●

●

●
●

Audit & Supervisory Hirotsugu Ito
Board Member(Inside)Eriko Doi
Hiroharu
Audit & Supervisory
Hara
Board Member(Outside)
Mariko Chaki

Sales/
Marketing●●●(Note) The above list does not represent all of the expertise and experience Directors and Audit & Supervisory Board Members have.

- 15 -●●

Proposal 4:

Introduction of a Restricted Stock Remuneration Plan for Directors (Excluding Outside
Directors)

The Company proposes to introduce a remuneration plan (hereinafter, the “Plan”) under which theCompany’s common shares (hereinafter, the “Restricted Shares”) will be allotted to the Company’s Directors(excluding Outside Directors, hereinafter the “Eligible Directors”) with certain restrictions on the transfer ofshares and certain grounds for acquisition without compensation by the Company, in order to provide
incentives to continuously improve the Company’s corporate value and to promote further value sharing
between the Eligible Directors and shareholders.
The maximum amount of remuneration for the Company’s Directors was approved at the 154th Annual
General Meeting of Shareholders held on June 29, 2017, to be no more than JPY600 million per year. At thisyear’s General Meeting of Shareholders, the Company intends to obtain an approval of the shareholders to
newly introduce the Plan and to set the total amount of monetary remuneration claims to be paid to the
Eligible Directors as remuneration for the grant of the Restricted Shares within the annual amount resolved at
the above stated General Meeting of Shareholders, which is within the limit of the existing remuneration for
Directors, and that the total amount of the monetary remuneration claims to be paid to each Eligible Director
as remuneration for the granting of the Restricted Shares shall be determined through deliberation by theCompensation Committee based on delegation of authority from the Board of Directors, and that the specifictiming of payment to each Eligible Director shall be determined by the Board of Directors of the Company.
The current number of Directors is 12 (including 4 Outside Directors), but if Proposal 2 and this proposal
are approved as originally proposed, the number of Directors subject to the Plan will be 8.
1. Allotment and payment of the Restricted Shares
Under the Plan, the Company shall pay monetary remuneration claims to the Eligible Directors as
remuneration related to the Restricted Shares within the above stated annual amount, and the Eligible
Directors shall receive all of such monetary remuneration claims by way of contribution in kind and beallotted the Restricted Shares.
The amount to be paid per share of the Restricted Shares shall be the closing price of the common shares of
the Company on the Tokyo Stock Exchange on the business day immediately preceding the date of theresolution of the Company’s Board of Directors regarding the allotment of the Restricted Shares (or theclosing price on the most recent trading day if no transaction was effected on that date). Such monetary
remuneration claims shall be paid on the condition that the Eligible Directors have agreed to the abovementioned contribution-in-kind and that they have entered into a Restricted Shares allotment agreement that
includes the details set forth in 3 below.
2. Total number of Restricted Shares
The maximum number of Restricted Shares to be allotted to Eligible Directors is 100,000 shares per year.
However, if the Company made a stock split, gratis allotment or consolidation of shares of common stock of
the Company after the date of resolution of this proposal, or in a similar case which requires to adjust the total- 16 -

number of Restricted Shares to be allotted, the total number of such Restricted Shares may be adjusted in areasonable manner.
3. Details of the Restricted Share Allotment Agreement
The Restricted Share Allotment Agreement to be entered into between the Company and the Eligible
Directors to whom the Restricted Shares are allotted shall include the following details.
(1) Details of transfer restrictions
During the period from the date of allotment to the date of retirement from the position of Director of
the Company (hereinafter, the “Transfer Restriction Period”), the Eligible Director who has received
the allotment of the Restricted Shares may not transfer, pledge, grant a security interest in, make aliving gift, bequeath, or otherwise dispose of the Company’s common shares allotted under the
Restricted Share Allotment Agreement (hereinafter, the “Allotted Shares”) to any third party.
(2) Lifting of transfer restrictions
The Company will lift the restriction on transfer of all of the Allotted Shares upon the expiration of theTransfer Restriction Period, provided that the Eligible Directors to whom the Allotted Shares areallotted has continuously held the position specified in (1) above for a period determined by the Boardof Directors of the Company (the “Term of Service”). However, if the Eligible Director resigns fromthe position described in (1) above before the expiration of the Term of Service for reasons deemedjustifiable by the Company’s Board of Directors, the number of the Allotted Shares to be transferred
and the timing of the lifting of the transfer restrictions shall be reasonably adjusted as necessary.
(3) Acquisition of the Restricted Shares without consideration
If the transfer restrictions on the Allotted Shares have not been lifted based on the provisions of thegrounds for the lifting of the transfer restrictions in (2) above at the time when the Transfer Restriction
Period stated in (1) above expires, the Company will naturally acquire such shares without
consideration.
(4) Treatment in organizational restructuring, etc.
If a merger agreement under which the Company becomes a disappearing company, a share exchange
agreement under which the Company becomes a wholly owned subsidiary, or a share transfer plan orother matters relating to organizational restructuring, etc. are approved at a general meeting ofshareholders of the Company (or at a meeting of the Board of Directors of the Company, in cases whereapproval at a general meeting of shareholders of the Company is not required for such reorganization,etc.) during the Transfer Restriction Period, the Company will, by a resolution of the Board of
Directors, lift the restriction on transfer of the Allotted Shares for a number of shares reasonably
determined based on the period from the beginning of the Term of Service until the approval date ofsuch organizational restructuring, etc., prior to the effective date of such restructuring. In such a case,
the Company will naturally acquire without consideration the Allotted Shares yet to be released as of
the time immediately following the lifting of the transfer restriction.
(5) Other matters- 17 -

Other matters concerning the Restricted Share Allotment Agreement shall be determined by the Boardof Directors of the Company.
4. Rationale for granting Restricted Shares
The Company grants Restricted Shares to the Eligible Directors for the purpose of providing incentives tosustainably enhance the Company’s corporate value and to promote further value sharing between the Eligible
Directors and shareholders.
The Company, at the meeting of the Board of Directors held on May 24, 2024, decided to revise theCompany’s policies for determining the details of each individual Director’s remuneration, etc. as follows,
subject to the approval of this proposal as originally proposed at this General Meeting of Shareholders, and theCompany has determined that the content of this proposal is appropriate because it is necessary and reasonable
for the Company to pay remuneration, etc. to each Director individually in accordance with the said policies.
In addition, given that the amount valued at the market value as of the date of the resolution of the Board of
Directors regarding the allotment of the Restricted Shares shall be within the maximum annual amountapproved at a General Meeting, and that the dilution of the Restricted Shares is minimal at 0.14% of the total
number of shares outstanding (1.4% of the total number of shares outstanding if the maximum number ofRestricted Shares were issued over a 10-year period), the Company believes that the grant of the Restricted
Shares is reasonable.
(Reference)
If the Plan is approved at this General Meeting of Shareholders, we plan to consider introducing a restricted
shares remuneration plan similar to the Plan for the Company’s Corporate Officers.
Policies for determining the details of each individual Director’s remuneration, etc. (revised May 24, 2024)
1. Basic policy
Our basic policy regarding the remuneration of Directors is that it shall be within the limit of the amount ofexecutive remuneration approved by resolution of the General Meeting of Shareholders, that it shalleffectively serve as an incentive for Directors to seek the sustainable enhancement of corporate value, thatthe details surrounding it shall be fair and rational enough for us to fulfill our accountability to shareholders
and employees, and that the level of each individual Director’s remuneration shall be adequately
determined by taking into account the responsibilities of their positions. Specifically, the remuneration for
Executive Directors shall consist of a base remuneration paid in a fixed amount every month, aperformance-linked remuneration (bonus) determined in accordance with the results of each fiscal year andother factors, and a non-monetary remuneration (share-based remuneration) as a medium- to long-term
incentive, and only fixed remuneration shall be paid for Outside Directors, in order to ensure wellfunctioning management supervision.
2. Policy for determining the amount of basic remuneration (monetary remuneration) for individuals(including policy for determining the timing or conditions of awarding remuneration, etc.)- 18 -

The basic remuneration of the Directors of the Company shall be a monthly fixed remuneration and shall be
determined by evaluating the performance of each Director (excluding Outside Directors) in addition to the
fixed amount corresponding to their position, which has been pre-determined by taking into account acomprehensive range of information, including survey data from external institutions, levels of
remuneration for their counterparts at competitors and employee salaries.
3. Policy for determining the details and calculation method of the amount or number of performance-linked
and non-monetary remunerations, etc. (including policy for determining the timing or conditions ofawarding remuneration, etc.)
Performance-linked remuneration shall be a bonus (monetary remuneration) reflecting performanceindicators to raise awareness of the need to improve performance for each fiscal year, and shall be paid at a
certain time each year at an amount determined by taking into account the performance evaluation of each
Director (excluding Outside Directors) in addition to the amount calculated based on consolidated operating
income for each fiscal year. The non-monetary remuneration shall be a restricted shares remuneration, andthe number of shares to be granted shall be determined based on the amount calculated in accordance withthe consolidated operating income for each fiscal year, taking into account the performance evaluation, etc.
of each Director (excluding Outside Directors), and shall be awarded at a certain time each year. The
indicators used to calculate the bonus amount and the number of shares granted shall be reviewed as
appropriate, in response to changes in the environment and based on the report of the Remuneration
Committee.
4. Policy for determining the ratio of the amount of monetary remuneration, performance-linked remuneration,etc., or non-monetary remuneration, etc., to the amount of remuneration, etc., for individual Directors
The calculation methods for base remuneration, performance-linked remuneration (bonuses), and nonmonetary remuneration (share-based remuneration) for Executive Directors are as described above, butsince the Company expects that each Executive Director will have greater incentive to improve corporate
value as the ratio of performance-linked remuneration (bonuses) and non-monetary remuneration (sharebased remuneration) naturally increases in line with the Company’s improved performance, the Company
does not specify the ratio of remuneration by type.
5. Matters relating to determination of the details of remuneration, etc. for individual Directors
The amount of remuneration for each individual shall be determined by deliberation of the Remuneration
Committee based on delegation of authority from the Board of Directors within the range of the amount of
remuneration for Directors and Audit & Supervisory Board Members resolved at the General Meeting of
Shareholders.
6. Matters relating to the Remuneration Committee
Under the Board of Directors, there shall be a Remuneration Committee, which shall consist of at least 3
members. The Committee shall be made up of a majority of independent Outside Directors and it shall be- 19 -

chaired by an independent Outside Director. The Remuneration Committee shall, in response to an inquiry
from the Board of Directors, deliberate and report to the Board of Directors on matters such as generalshareholders’ meeting proposals concerning remuneration for Directors and Audit & Supervisory Board
Members, and shall deliberate and decide on the details of remuneration, etc. for individual Directors basedon delegation of authority from the Board of Directors.

- 20 -