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
May 31, 2021
To Our Shareholders
Ken Mizutani
Representative Director and Member of the Board,
President & CEO
SEIKAGAKU CORPORATION
6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Convocation Notice of the 75th Ordinary General Meeting of Shareholders
We would like to inform you that the 75th 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 Monday, June 21, 2021 (JST).
1. Date and Time: Tuesday, June 22, 2021 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 75th fiscal year (from April 1, 2020
to March 31, 2021), 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 75th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors-

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 “Consolidated Statements of Changes in Shareholders’ Equity” of the Consolidated Financial Statements
iv “Notes to the Consolidated Financial Statements”
v“Non-consolidated Statements of Changes in Shareholders’ Equity” of the Non-consolidated Financial Statements
vi “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 believes that sustainable profit growth and the enhancement of corporate value contribute to thesharing of common interest with shareholders. The Company recognizes that the return of profits to shareholders is
one of its important management tasks, and has set down a basic policy of dividend payments that are linked tobusiness performance.
The Company proposes to pay year-end dividends for the fiscal year as follows, consisting of an ordinary dividendof ¥10 per share combined with a commemorative dividend of ¥4 per share, to express our appreciation for thecontinued support of shareholders with regard to the Company’s acquisition of approval for JOYCLU, a joint function
improvement agent:
(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 ¥14(¥10 ordinary divided, ¥4 commemorative dividend)-Total dividends¥790,015,408
Accordingly, including the interim dividend of ¥10 per share, the annual dividend will be ¥24 per share.
Effective date of dividends of surplus: Wednesday, June 23, 2021

-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.

Term ofoffice as
Director

Name

1

Ken Mizutani

Reelection

31 years

2

Toshiyuki Okada

Reelection

4 years3

Yosuke Funakoshi

Reelection

3 years

4

Takayuki Akita

Reelection

3 years5

Mio Minaki

Reelection
Outside Director
Independent Officer

2 years

6

Yasuyuki Sugiura

New appointment
Outside Director
Independent Officer–-3-

Current position and responsibility
in the Company
Representative Director andMember of the Board, President &CEO
Member of the Board, Executive
Vice President responsible for
Business Development &MarketingMember of the Board, Executive
Vice President responsible for
Research & Development andHead of Clinical Development
Member of the Board, Executive
Vice President responsible for
Corporate Strategy, HR, F&A and
Corporate Staff and Head ofCorporate Strategy
Outside Director–

Attendance atmeetings of theBoard of Directors
100%(14 of 14)100%(14 of 14)100%(14 of 14)100%(14 of 14)100%(14 of 14)–

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:
31 yearsJune 2000

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

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

456,003 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 as a candidate for Director]
With experiences in a wide range of fields centered on corporate strategy, marketing, and research and development,
Ken Mizutani is familiar with all aspects of the Company and has high insight regarding business management. He
plays a central role of decisions on important matters and supervising business execution, and is substantially fulfilling
his duties as Director. We have nominated him as a candidate for Director as we judged that he will be able to continue
to utilize his abilities, knowledge and experience to contribute to the sustainable growth and enhancement of thecorporate value of the Company.

-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:
4 years2

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

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

9,758 shares[Reasons for nomination as a candidate for Director]
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. He has been driving thestrengthening of domestic and overseas business bases, and is substantially fulfilling his duties as Director. We havenominated him as a candidate for Director as we judged that he will be able to continue to utilize his abilities,
knowledge and experience to contribute to the sustainable growth and enhancement of the corporate value of theCompany.

-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

Aug. 2014

Term of office as Director:
3 years
Oct. 2014

3

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

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)

10,358 shares[Reasons for nomination as a candidate for Director]
Yosuke Funakoshi has a high-level insight through years of pharmaceutical research and development, and a global
perspective that makes full use of his overseas work experience. He has been driving new drug research anddevelopment, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director
as we judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to thesustainable growth and enhancement of the corporate value of the Company.

-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:
3 years

4

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

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

6,958 shares[Reasons for nomination as a candidate for Director]
Through his experiences at domestic and international financial institutions, Takayuki Akita has a wide range of insights
into global business practices and corporate management. He has been overseeing corporate governance and corporate
strategy, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we
judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainablegrowth and enhancement of the corporate value of the Company.

-8-

Candidate
No.

Name
(Date of birth)

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

Mio Minaki(April 6, 1973)
Candidate for outside Director
Reelection
Independent Officer
Term of office as Director:
2 years

Apr. 2004
Apr. 2005
Apr. 2014
Apr. 2016
Apr. 2017

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)
5

Apr. 2019
Apr. 2019
June 2019

Joined MIT Corporation
Public prosecutor, Tokyo District Public
Prosecutors OfficePublic prosecutor, Osaka District Public
Prosecutors OfficePublic prosecutor, Fukuoka District Public
Prosecutors Office
Litigation Department Attorney, Ministry ofJustice Fukuoka Legal Affairs Bureau
Public prosecutor, Tokyo District Public
Prosecutors Office
Assigned as Head of Legal Affairs Department
to Agriculture, forestry and fisheries Fundcorporation for Innovation, Value-chain andExpansion Japan
Admitted to the bar in Japan
Joined Minaki & Kitazawa Law Office(current position)
Outside Director of the Company(current position)

Number of theCompany’s shares
owned

–

[Significant concurrent positions outside the Company]
Partner of Minaki & Kitazawa Law Office*There had been no transaction between the Company and any significant concurrent positions held by Mio Minaki forthe past three years.
[Reasons for nomination as a candidate for outside Director and outline of expected roles]
Based on her years of abundant experience in the judicial field and insight with regard to corporate legal affairs, wehave nominated Mio Minaki as a candidate for outside Director as she actively advises and makes recommendations
and fulfills an important role as outside Director.
If her appointment is approved, we expect that she will contribute to the sustainable growth and enhancement of thecorporate value of the Company by utilizing her insight into the judicial field and corporate legal affairs and throughthe oversight of management from an independent and objective perspective. In addition, as a member of theNomination and Remuneration Committee, she is planned to be involved in and provide supervision of decisions on
officer personnel proposals and officer remuneration.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1978
Apr. 1998
Jan. 2003

Yasuyuki Sugiura(September 25, 1953)
Candidate for outside Director
New appointment
Independent Officer

6Apr. 2004
Apr. 2006

Apr. 2008

Term of office as Director:–

Apr. 2009

Attendance at meetings of theBoard of Directors during the
fiscal year under review:–Apr. 2012
Apr. 2013

Apr. 2016
June 2017

Joined Mitsubishi Corporation
General Manager, Washington Office,Mitsubishi International Corporation
Head of International Strategy ResearchInstitute, Mitsubishi Corporation
General Manager, Business Department
CFO and SVP in charge of Corporate
Department, Mitsubishi International
Corporation
General Manager, Corporate Communications
Department, Mitsubishi Corporation
Executive Officer and General Manager,
Corporate Communications Department,
Corporate Strategy & Planning Division
President & Director and Head of Chicago
Branch, Mitsubishi International Corporation
Executive Vice President, Mitsubishi
Corporation and President & Director,
Mitsubishi Corporation (Americas)
Advisor, Mitsubishi Corporation(current position)
Managing Director, Toyo Bunko(current position)

Number of theCompany’s shares
owned

–

[Significant concurrent positions outside the Company]
Advisor of Mitsubishi Corporation
Managing Director of Toyo Bunko
Outside Director of SENKO Group Holdings Co., Ltd.
*There had been no transaction between the Company and any significant concurrent positions held by Yasuyuki
Sugiura for the past three years.
[Reasons for nomination as a candidate for outside Director and outline of expected roles]
Yasuyuki Sugiura has been involved in corporate management mainly in the U.S. and Canada for many years at a
general trading company, and has abundant international experience and a wide range of insight. We have nominatedhim as a candidate for outside Director as we expect that his experience and insight will be reflected in the
management of the Company.
If his appointment is approved, we expect that he will contribute to the sustainable growth and enhancement of thecorporate value of the Company by utilizing his insights into global corporate management and through the oversightof management from an independent and objective perspective. In addition, as a member of the Nomination andRemuneration Committee, it is intended that he is planned to be involved in, and provide supervision of, decisions on
officer personnel proposals and officer remuneration.

- 10 -

Notes

1. There is no special interest between any of the candidates and the Company.
2. Mio Minaki and Yasuyuki Sugiura are candidates for outside Director.
3. At the conclusion of this ordinary general meeting of shareholders, the tenure of Mio Minaki as an outside Director will
have been 2 years.
4. As Mio Minaki and Yasuyuki Sugiura 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 Mio Minaki to limit 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 thereelection of Mio Minaki is approved, the Company plans to renew the aforementioned agreement with her. In addition,
if the election of Yasuyuki Sugiura is approved, the Company plans to enter into the same liability limitation agreementwith him.
6. The Company has entered into a Directors and officers’ liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover the compensation for damages and litigation
expenses, etc. that would be borne by the insured in the event that a claim for damages is made against the insured
during the insured period due to an act committed in the execution of duties by the insured (including acts by
negligence). The Company shall bear the full amount of premiums for all of the insured, and if the appointment of eachcandidate is approved, he or she will become the insured under said insurance agreement. In addition, the Company
plans to renew said insurance agreement with the same contents during the term of office.

- 11 -