This document has been translated from a part of the Japanese original for reference purposes only, without any warranty as to its
accuracy or as to the completeness of the information. In the event of any discrepancy between this translated document and theJapanese original, the Japanese version will prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

Securities Code: 4548
June 4, 2020
To Our Shareholders
Ken Mizutani
President & Representative Director
SEIKAGAKU CORPORATION
6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Convocation Notice of the 74th Ordinary General Meeting of Shareholders
We would like to inform you that the 74th Ordinary General Meeting of Shareholders of SEIKAGAKUCORPORATION (the “Company”) will be held as indicated below.
You may exercise your voting rights by sending the enclosed voting form by postal mail or via the Internet. Please
review the attached Reference Documents for General Meeting of Shareholders, and indicate your approval ordisapproval of the proposals so that your vote is received by 5 p.m. on Thursday, June 18, 2020 (JST).
1. Date and Time: Friday, June 19, 2020 at 10 a.m. (JST)(Reception starts at 9:15 a.m.)
2. Venue:
Fourth floor hall, Otemachi Sankei Plaza
7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 74th fiscal year (from April 1, 2019
to March 31, 2020), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 74th fiscal year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members-

If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the meeting.
However, please note that a document verifying the proxy right of the person representing you must be submitted.
- Any corrections in the Reference Documents for General Meeting of Shareholders, the Business Report, the Consolidated Financial
Statements and the Non-consolidated Financial Statements will be posted on the Company’s website on the Internet (in Japaneseonly).
- Pursuant to the relevant laws and regulations and the provision of Article 16 of the Company’s Articles of Incorporation, the following
items among documents to be attached are posted on the Company’s website and are not attached to this notice. The Business Report
audited by Audit & Supervisory Board Members and Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by Audit & Supervisory Board Members and the Financial Auditor consist of documents included in this noticeand the following documents posted on the Company’s website (in Japanese only).
i“Matters Concerning Accounting Auditor” of the Business Reportii “System to Ensure the Appropriateness of Business Operations and Status of Operations of the System” of the Business Reportiii “Basic Policy on Control of a Company” of the Business Reportiv “Consolidated Statements of Changes in Shareholders’ Equity” of the Consolidated Financial Statementsv“Notes to the Consolidated Financial Statements”
vi “Non-consolidated Statements of Changes in Shareholders’ Equity” of the Non-consolidated Financial Statements
vii “Notes to the Non-consolidated Financial Statements”- The Company’s website https://www.seikagaku.co.jp/en/ir/stock/meeting.html-1-Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company revised its policy regarding dividends of surplus, etc. in line with the mid-term management planannounced in November 2019. The Company recognizes that the return of profits to shareholders is one of importantmanagement tasks, and has set down a basic policy of dividend payments that are linked to business performance.
As per the dividend forecast announced in May 2019, the Company proposes to pay year-end dividends for the fiscal
year as follows:
(1)
(2)

(3)

Type of dividend property: Cash
Allotment of dividend property to shareholders and their aggregate amount-Per share of common stock of the Company ¥13-Total dividends¥733,412,238
Accordingly, including the interim dividend of ¥13 per share, the annual dividend will be ¥26 per share.
Effective date of dividends of surplus: Monday, June 22, 2020-2-

Proposal No. 2

Election of Six Directors

At the conclusion of this ordinary general meeting of shareholders, the terms of office of all six Directors will
expire. Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:[Reference] List of candidates
Candidate
No.

Name

1

Reelection

Ken Mizutani

2

Reelection

Toshiyuki Okada

Attendance at
Current position and responsibility
meetings of the Boardin the Company
of Directors
Representative Director and100%
Member of the Board, President &(13 of 13)
CEO
Member of the Board, Executive
Vice President responsible for
Business Development & Marketing
Member of the Board, Executive
Vice President responsible for
Research & Development and Headof Clinical Development
Member of the Board, Executive
Vice President responsible for
Corporate Strategy, HR, F&A and
Corporate Staff and Head ofCorporate Strategy

100%(13 of 13)100%(13 of 13)

3

Reelection

Yosuke Funakoshi

4

Reelection

Takayuki Akita

5

Reelection

Eiji Katayama
Candidate for outside Director
Independent Officer

Outside Director

100%(13 of 13)

6

Reelection

Mio Minaki
Candidate for outside Director
Independent Officer

Outside Director

100%(10 of 10)

Note:

100%
(13 of 13)

Attendance at meetings of the Board of Directors of Mio Minaki pertains to the number after she assumed the officeas Director in June 2019.

-3-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1970
Sept. 1983
Aug. 1988
June 1990
June 1993

June 1996

July 1997

Nov. 1997
Ken Mizutani(March 10, 1948)
Reelection

1

June 1998

Term of office as Director:
30 yearsJune 2000

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (13 of 13)

June 2002

June 2003

June 2004

June 2005

June 2014

Jan. 2015

June 2018

June 2019

Joined Mitsubishi Chemical Industries Limited(current Mitsubishi Chemical Corporation)
Deputy Head of Electronics Materials
Joined the Company
Member of the Board, Head of Research
Biologicals and Diagnostics Marketing
Member of the Board, Senior Executive Vice
President responsible for Planning andManufacturing
Member of the Board, Senior Executive Vice
President responsible for Pharmaceuticals
and Fine Chemicals
Member of the Board, Senior Executive Vice
President responsible for Pharmaceuticals,
Fine Chemicals and New Business
Development
Member of the Board, Senior Executive Vice
President responsible for Pharmaceuticals,
Fine Chemicals, New Business Development
and ACC
Member of the Board, Senior Executive Vice
President responsible for Marketing
Member of the Board, Senior Executive Vice
President and Head of Central ResearchLaboratory
Representative Director and Member of theBoard, Senior Executive Vice President
responsible for Pharmaceuticals, Fine
Chemicals, Oral Care, Glycoforum, and Headof Central Research Laboratory
Representative Director and Member of theBoard, Senior Executive Vice President
responsible for Pharmaceuticals, Fine
Chemicals, LAL Strategic Planning and Headof Central Research Laboratory
Representative Director and Member of theBoard, Senior Executive Vice President
responsible for Research & Development andFine Chemical Marketing
Representative Director and Member of theBoard, President & Chief Executive Officer(CEO)
Representative Director and Member of theBoard, President & CEO and head of
Manufacturing
Representative Director andMember of the Board, President &CEO
Representative Director and Member of theBoard, President & CEO and Head of
Manufacturing
Representative Director and Member of theBoard, President & CEO (current position)-4-

Number of theCompany’s shares
owned

452,809 shares

[Significant concurrent positions outside the Company]
Chairman of Mizutani Foundation for Glycoscience*The Company is making donations to Mizutani Foundation for Glycoscience at which Ken Mizutani serves as
Chairman. Because the Foundation aims to contribute to the welfare of mankind through the development of
Glycoscience, the donation to the Foundation is a suitable donation that coincides with our business objective ofworking on drug development, mainly Glycoscience. As a transaction, it is approved by the Company’s Board of
Directors. In addition, he has not received any remuneration from the Foundation, and none of his relatives are an
officer or employee of the Foundation.
[Reasons for nomination]
With experiences in a wide range of fields centered on planning, marketing, and research and development, Ken
Mizutani is familiar with all aspects of the Company and has high insight regarding business management and plays acentral role of decisions on important matters and supervising business execution. We have once again nominated him
as a candidate as we judged that he is qualified to direct the business management as Director and contribute to theimprovement of corporate value.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1989
Sept. 1996
Feb. 2015

Sept. 2015

Oct. 2015
Toshiyuki Okada(August 27, 1960)
Reelection
Term of office as Director:
3 years2

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (13 of 13)

June 2016

Jan. 2017
June 2017
Aug. 2017

Jan. 2018

Apr. 2018

June 2018

Joined Dow Corning Japan Co., Ltd.
Joined Johnson & Johnson Medical K. K.
(current Johnson & Johnson K. K.)
Vice President and Chief Technology Officer(Regulatory Affairs, Quality Assurance,
Pharmacovigilance, R&D, GCP Auditing,
Medical Affairs, Clinical Development & Postmarketing Research, Quality Regulatory
Compliance and Professional Education)
Joined the Company
Executive Vice President, Deputy responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Executive Vice President responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Executive Vice President responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Executive Vice President responsible forMarketingMember of the Board, Executive Vice President
responsible for Marketing
Member of the Board, Executive Vice
President responsible for Marketing and Headof North American Business
Member of the Board, Executive Vice President
responsible for Marketing, Head of
Pharmaceuticals Marketing and North
American Business
Member of the Board, Executive Vice President
responsible for Marketing and Head ofMarketing Planning, Pharmaceuticals Marketing,International Marketing and North American
Business
Member of the Board, Executive Vice President
responsible for Business Development &Marketing (current position)

Number of theCompany’s shares
owned

7,490 shares[Reasons for nomination]
Toshiyuki Okada has global insight and abundant know-how on pharmaceutical industry in general throughexperiencing a wide range of operations at foreign-affiliated pharmaceutical companies, and substantially fulfills therole of decisions on important matters and supervision of business execution. We have once again nominated him as a
candidate as we judged that he is qualified to carry out his duties appropriately as Director and contribute to theimprovement of corporate value.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1990
June 2008
July 2009
Aug. 2012

Yosuke Funakoshi(November 28, 1965)
Reelection
Term of office as Director:
2 years3

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (13 of 13)

Aug. 2014

Oct. 2014
June 2016

June 2017

June 2018

Number of theCompany’s shares
ownedJoined ONO PHARMACEUTICAL CO., LTD.
Joined Takeda Pharmaceutical Company Limited
Takeda Pharmaceuticals International, Inc.
Senior Director of Strategic Development
Takeda Global Research & Development Center
Inc. (current Takeda Development Center
Americas, Inc.)
Vice President of Strategic Project Management
Joined the Company
Senior Vice President and assistant to Senior
Executive Vice President responsible for
Research & Development
Senior Vice President and Head of ClinicalDevelopment
Executive Vice President, Deputy responsible
for Research & Development and Head ofClinical Development
Executive Vice President responsible for
Research & Development and Head of ClinicalDevelopment
Member of the Board, Executive Vice President
responsible for Research & Development andHead of Clinical Development(current position)

8,090 shares[Reasons for nomination]
Yosuke Funakoshi has a high-level insight through years of pharmaceutical research and development, andsubstantially fulfills the role of decisions on important matters and supervision of business execution from a global
perspective that makes full use of his overseas work experience. We have once again nominated him as a candidate as
we judged that he is qualified to carry out his duties appropriately as Director and contribute to the improvement ofcorporate value.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1986
May 2013
July 2014

Takayuki Akita(December 9, 1963)
Reelection
Term of office as Director:
2 years

4

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (13 of 13)

May 2016
June 2017
June 2017
Oct. 2017
June 2018

Joined The Mitsubishi Bank, Limited (current
MUFG Bank, Ltd.)
Executive Vice President, Head ofInternational Operations
Executive Vice President (dispatched to MUFG
Union Bank N.A.), Head of Japanese/Asian
Corporate Banking, Regional Head of theAmericas (Mission Specialist) and Deputy Headof New York Branch (Mission Specialist)
Executive Vice President, Head ofTransaction Banking
Joined the Company as Advisor
Executive Vice President responsible for
Corporate Planning
Executive Vice President and Head ofCorporate Strategy
Member of the Board, Executive Vice
President responsible for Corporate
Strategy, HR, F&A and Corporate Staffand Head of Corporate Strategy(current position)

Number of theCompany’s shares
owned

4,690 shares[Reasons for nomination]
Through his experiences at domestic and international financial institutions, Takayuki Akita has a wide range of insights
into global business practices and corporate management, and substantially fulfills the role of decisions on importantmatters and supervision of business execution. We have once again nominated him as a candidate as we judged that heis qualified to carry out his duties appropriately as Director and contribute to the improvement of corporate value.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1973

Eiji Katayama(November 8, 1950)
Candidate for outside Director
Reelection
Independent Officer
Term of office as Director:
16 years

Apr. 1984
Apr. 1984
Aug. 1989
June 1997
June 2004

Joined Fujisawa Pharmaceutical Co., Ltd.
(current Astellas Pharma Inc.)
Admitted to the bar in Japan
Joined Ginza Law Office (current Abe, Ikubo &Katayama) (current position)
Admitted to the bar in New York State, US
Outside Audit & Supervisory Board Member of
the Company
Outside Director (current position)

Number of theCompany’s shares
owned

37,100 shares

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (13 of 13)
5[Significant concurrent positions outside the Company]
Partner of Abe, Ikubo & Katayama
Outside Director and Audit and Supervisory Committee Member of Mitsubishi UFJ Trust and Banking Corporation
Outside Audit & Supervisory Board Member of Akatsuki Inc.
Outside Audit & Supervisory Board Member of REALGATE INC.
*There had been no transaction between the Company and Abe, Ikubo & Katayama, of which Eiji Katayama is a Partner,
for the past three years.
[Reasons for nomination]
Eiji Katayama, being familiar with pharmaceutical business from his experience in working at a pharmaceuticalcompany, has been acting as an attorney in the areas of international and corporate legal affairs as a whole, inparticular with respect to intellectual property and business revitalization, and has significant insight in the field ofcorporate management. His tenure as outside Director is 16 years at the conclusion of this ordinary general meeting ofshareholders. While consistently maintaining a third party viewpoint, he actively advises and makes recommendations
from a neutral and objective standpoint and substantially fulfills the role of decisions on important matters andsupervision of business execution. We have once again nominated him as a candidate as we judged that he is qualified
to carry out his duties appropriately as outside Director and contribute to the improvement of corporate value.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1999
Oct. 2003

6

Notes

Joined MIT Corporation
Public prosecutor, Tokyo District Public
Prosecutors Office
Mio Minaki
Apr. 2004
Public prosecutor, Osaka District Public(April 6, 1973)
Prosecutors Office
Candidate for outside Director Apr. 2005
Public prosecutor, Fukuoka District Public
Reelection
Prosecutors Office
Apr. 2014
Litigation Department Attorney, Ministry of
Independent Officer
Justice Fukuoka Legal Affairs Bureau
Apr. 2016
Public prosecutor, Tokyo District PublicTerm of office as Director:
Prosecutors Office
1 yearApr. 2017
Assigned as Head of Legal Affairs
Attendance at meetings of the
Department to Agriculture, forestry andBoard of Directors during thefisheries Fund corporation for
Innovation, Value-chain and Expansion
fiscal year under review:Japan
100% (10 of 10)
Apr.
2019
Admitted to the bar in Japan(After taking office
Apr. 2019
Joined Minaki & Kitazawa Law Officein June 2019)(current position)
Outside Director of the Company (current
June 2019
position)[Significant concurrent positions outside the Company]
Partner of Minaki & Kitazawa Law Office

Number of theCompany’s shares
owned

―

*There had been no transaction between the Company and Minaki & Kitazawa Law Office, a law firm in which Mio
Minaki serves as a Partner, for the past three years.
[Reasons for nomination]
In addition to her years of abundant experience in the judicial field, Mio Minaki has deep insight in the field ofcorporate legal affairs. She actively advises and makes recommendations from a neutral and objective standpoint andsubstantially fulfills the role of decisions on important matters and supervision of business execution. We have once
again nominated her as a candidate as we judged that she is qualified to carry out her duties appropriately as outside
Director and contribute to the improvement of corporate value.
1. There is no special interest between any of the candidates and the Company.
2. Eiji Katayama and Mio Minaki are candidates for outside Director.
3. At the conclusion of this ordinary general meeting of shareholders, the tenure of Eiji Katayama as an outside Director
will have been 16 years, and the tenure of Mio Minaki as an outside Director will have been 1 year.
4. As Eiji Katayama and Mio Minaki satisfy the requirements for independent officer established by Tokyo Stock
Exchange Inc. and the “Independence Criteria for Outside Officers” of the Company as stated below, the Company has
submitted notification to Tokyo Stock Exchange, Inc. that they have been appointed as independent officers.
5. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with a Director (excluding a
director who is an executive director, etc.) to limit the scope of his or her liability for damages to the Company, in orderto enable the outside Director to fully exercise his or her duties as expected. Accordingly, the Company has entered into
agreement with each of Eiji Katayama and Mio Minaki to limit his or her liability, if a case falls under requirements
specified by laws and regulations regarding the liability under Article 423, paragraph 1 of the Companies Act. Pursuant
to this agreement, the defined maximum amount of liability is the amount provided for under Article 425, paragraph 1 of
the Companies Act. If the reelection of Eiji Katayama and Mio Minaki is approved, the Company plans to renew the
aforementioned agreements with each of them.

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Proposal No. 3

Election of Two Audit & Supervisory Board Members

At the conclusion of this ordinary general meeting of shareholders, the term of office of Audit & Supervisory Board
Member Toru Takeda will expire, and Audit & Supervisory Board Member Yoshihito Shibata will resign. Therefore,
the Company proposes the election of two Audit & Supervisory Board Members. In accordance with the provisionsof the Company’s Articles of Incorporation, the term of office of the candidate for Audit & Supervisory Board
Member, Takayuki Maruyama, who is scheduled to be elected as a substitute for Yoshihito Shibata, will be up to the
expiry of the term of office of his predecessor (up to the conclusion of the ordinary general meeting of shareholders
scheduled to be held in June 2023).
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1983

Toru Takeda(November 23, 1959)
Reelection

1

2

Notes:

Term of office as Audit &Supervisory Board Member:
4 years

Oct. 2000
Oct. 2008
Apr. 2012
Apr. 2016
June 2016

Joined The Long-Term Credit Bank of Japan,
Limited (current Shinsei Bank, Limited)
Joined The Industrial Bank of Japan, Limited(current Mizuho Bank, Ltd.)
General Manager, Risk Management
Department, Mizuho Trust & Banking Co., Ltd.
Corporate Auditor (full-time)
Joined the Company as Senior Vice President
Audit & Supervisory Board Member(current position)

Number of theCompany’s shares
owned

2,200 shares[Reasons for nomination]
Having served as a corporate auditor at a financial institution, Toru Takeda has a high-level insight on corporate
finance and accounting, and corporate management, and is familiar with auditing practice. He therefore substantially
fulfills the role of supervision of management. We have once again nominated him as a candidate as we judged that heis qualified to carry out his duties appropriately as an Audit & Supervisory Board Member.
Takayuki Maruyama
Apr. 2000
Admitted to the bar in Japan(August 22, 1974)
Apr. 2000
Joined Nagashima Ohno & Tsunematsu
Candidate for outside
Sep. 2005
Joined Smith, Anderson, Blount, Dorsett,Audit & Supervisory
Mitchell & Jernigan, LLP
Board Member
Jan. 2006
Admitted to the bar in New York State,
New election
US―
Independent Officer
Feb. 2008
Joined OH-EBASHI LPC & PARTNERS(current position)
Term of office as Audit &Supervisory Board Member:―[Significant concurrent positions outside the Company]
Partner of OH-EBASHI LPC & PARTNERS*There had been no transaction between the Company and OH-EBASHI LPC & PARTNERS, a law firm in which
Takayuki Maruyama serves as a Partner, for the past three years.
[Reasons for nomination]
Takayuki Maruyama, being familiar with corporate legal affairs as an attorney, in particular with respect to corporate
restructuring, business revitalization, and international contracts, has abundant insight in the field of corporate
management. We have nominated him as a candidate as we judged that he is qualified to substantially fulfill the role ofsupervision of management from a specialist viewpoint based on his knowledge and experience, as an outside Audit &Supervisory Board Member of the Company.
1. There is no special interest between any of the candidates and the Company.
2. Takayuki Maruyama is a candidate for outside Audit & Supervisory Board Member.
3. As Takayuki Maruyama satisfies the requirements for independent officer established by Tokyo Stock Exchange Inc.
and the “Independence Criteria for Outside Officers” of the Company as stated below, the Company has submitted
notification to Tokyo Stock Exchange, Inc. that he has been appointed as an independent officer.
4. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with an Audit & Supervisory
Board Member to limit the scope of his or her liability for damages to the Company, in order to enable the Audit &Supervisory Board Member to fully exercise his or her duties as expected. Accordingly, the Company has entered into an- 11 -

agreement with Toru Takeda to limit his liability, if a case falls under requirements specified by laws and regulations
regarding the liability under Article 423, paragraph 1 of the Companies Act. Pursuant to this agreement, the defined
maximum amount of liability is the amount provided for under Article 425, paragraph 1 of the Companies Act. If thereelection of Toru Takeda is approved, the Company plans to renew the aforementioned agreement with him. The
Company will also enter into an agreement with Takayuki Maruyama to limit his liability, if his appointment as an outside
Audit & Supervisory Board Member is approved.

- 12 -