Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

June 29, 2023
Company

Takara Bio Inc.
(Securities code: 4974; Prime Market)
Nojihigashi 7-4-38, Kusatsu, Shiga, Japan
Koichi Nakao, President & CEO
Takuya Kakemi, Executive Officer, in chargeof PR & IR Department(+81)77-565-6970
https://www.takara-bio.co.jp/Headquarters
RepresentativeContact
Telephone
WebsiteMatters Concerning Controlling Shareholders

Takara Bio Inc. (the “Company”) hereby announces that, with regard to Takara Holding Inc., which is a parent
company of the Company, the matters concerning controlling shareholders, etc. are as described below.

1.

Trade name, etc. of the parent company, controlling shareholder (excluding the parent company) or otheraffiliated companies, etc.
(As of March 31, 2023)
Ratio of voting rights held (%)
Name

Attribute

Votingrights
directly held

Takara Holdings Inc.

2.

Parentcompany

60.93

Financial instruments exchange,Votingrights
subject toTotaletc. on which the issued shares,etc. are listedaggregation―60.93

Prime market of Tokyo Stock
Exchange, Inc.

Positioning of the Company in the corporate group centering on the parent company, etc. and therelationships between other listed companies and the parent company, etc.
(1) Position of the Company within the Takara Holding Group (Takara Holding and its group companies)
Takara Shuzo Co., Ltd. (currently Takara Holdings Inc.) established Takara Shuzo Co., Ltd. and the Company
on April 1, 2002, as a 100% subsidiary of Takara Holdings Inc. based on the approval resolution of a split
plan for the liquor, food, and biotechnology divisions with the aim of creating a business environment thatmaximizes the business characteristics of the liquor, food, and biotechnology businesses operated by Takara
Shuzo Co., Ltd. (currently Takara Holding Inc.) and enhances their respective growth capabilities andcompetitiveness at the extraordinary general shareholders' meeting held on February 15, 2002. The parent
company's voting rights ratio of the Company has been 60.93% due to a third-party allotment of shares and apublic offering of new shares etc. since the establishment of the Company.

The Takara Holdings Group consists of Takara Holdings Inc., which is a pure holding company, and its 63
group companies (61 subsidiaries and two affiliates). Within the Group, the Company is positioned as anoperating subsidiary specializing in biotechnology, and conducts biotechnology business along with theCompany’s eight group companies (subsidiaries).
(2) Management of Group companies by Takara Holdings Inc.
Takara Holdings Inc. has established and operates the Takara Holdings Group Company Management Rules
from the standpoint of consolidated business management. Its objective is to maintain the independence andautonomy of Takara Holdings Group Companies while seeking to maximize the corporate value to the entire
Takara Holding Group. The Company is also subject to these regulations and reports to Takara Holdings Inc.
on matters resolved by its Board of Directors. However, since prior approval for its Board of Director’s
resolution is not required, the Company is left to operate as an independent business.
Furthermore, Takara Holdings Inc. has established various meeting structures within the Takara HoldingsGroup, and those related to the Company are as follows.
Name of the meetingstructureGroup Strategy
Committee

Takara Bio
Coordination
Committee

Main attendees

DetailsOfficers and Executive Officers of
Takara Holdings Inc.
Directors and Executive Officers ofthe Company
Confirmation of matters
Directors and Executive Officers of related to the entire Group
Takara Shuzo Co., Ltd.
Directors and Executive Officers of
Takara Shuzo International Co.Ltd.
Officers of Takara Holdings Inc.
Reporting on the status of
Officers and Executive Officers of
the Company’s activities
the Company

Frequency of meetings

In principle
Once every two months

In principle
Once a month

The purpose of the above meeting structures is for reporting among Group companies, and they do not
impede the autonomy or independence of the Company.
The following officers held concurrent positions in Takara Holdings Inc. and the Company as of the dateof this announcement.
Name

Position at the Company

Position at Takara Holdings Inc.

Koichi Nakao

President and CEO

Director

Mutsumi Kimura

Director

President and Representative Director

The above concurrent positions each arose because Koichi Nakao was appointed by Takara Holdings due
to a consolidated management approach in that company’s holding company system, and Mutsumi Kimura
was appointed by the Company based on the determination that he would be able to strengthen the Company’scorporate functions and realize sustained growth of the Company and enhancement of medium-term corporate
value because he had extensive experience in areas such as the Company’s corporate planning, finance,accounting, public relations, general affairs and personnel in the past, and had exhibited leadership as theCompany’s Representative Director and Vice President. Takara Holdings Inc. does not intend to control theCompany through such concurrent positions.

3.

Matters concerning transactions with controlling shareholders, etc.
Company name(Location)

Transaction
details

Licensing oftrademarkrights
Takara Holdings
Inc.
(Shimogyo-ku,Kyoto City)

TradeamountTransaction conditions, etc.

6

Agreement format: Trademark licensing agreement (concludedon March 29, 2004)
Basis for calculation of licensing fee: Cost of application,
registration, and maintenance and management of trademark
rights including the futureMonthly license fee for one category of one trademark in one
country: ¥8,500 for registered trademark, ¥1,700 for unregisteredtrademarkOutsourcing
of computerAgreement format: Basic agreement on outsourcing of services
relatedand leasing of equipment
services,455Details of services: Accounting system operational support,
leasing ofclient-server system operational support, leasing of personalequipment,
computers, purchasing of consumables, etc.
etc.
(NOTE)1. Transaction values for the year ended March 31, 2023 are rounded down to the nearest million yen.

4.

Status of implementation of measures to protect minority shareholders in transactions, etc. with
controlling shareholders
The Company is engaged in business operations which maintain our uniqueness and independence in the Takara
Holdings Group. The Company does not conduct transactions with the parent company which benefits the parentcompany and harms the Company or minority shareholders. Regarding the transactions noted above, theCompany maintains a basic policy of deciding transaction details, including monetary sum, after discussing andnegotiating based on the individual case and market values, as it does when conducting transactions with othercompanies.
To protect the interests of minority shareholders, the Company seeks the advice and recommendations of theSpecial Committee, which is a voluntary committee, on matters relating to significant transactions and acts inwhich the interests of the parent company or its subsidiaries conflict with those of the minority shareholders.

Forward-Looking Statements
Statements contained in these materials with respect to the Company’s current plans, forecasts, strategies and beliefs that are
not historical facts are forward-looking statements about the further performance of the Company and its consolidated
subsidiaries. These statements are based on management’s assumptions and beliefs in light of information currently available
to it, but are based on a number of assumptions and beliefs derived from information that contains significant risks anduncertainties. Actual results may differ materially from these forecasts due to various factors. Factors that could influence
actual results include, but are not limited to, economic conditions, especially trends in consumer spending, as well as
exchange rate fluctuations, changes in laws and government systems, pressure from competitors’ prices and productstrategies, declines in selling power of the Company’s existing and new products, disruptions to production, violations of ourintellectual property rights, rapid advances in technology, and unfavorable verdicts in major litigation.