This document has been translated from a part of the Japanese original for reference purposes only. In the eventof 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 other forms of damages arisingfrom the translation.
(Securities code: 4569)
June 4, 2024
(Start date for electronic provision measures: May 30, 2024)
To Those Shareholders with Voting Rights
Yutaka Ogihara
Representative Director, President andChief Executive Officer
KYORIN Pharmaceutical Co., Ltd.
1-3-7, Otemachi, Chiyoda-ku, Tokyo, JapanNOTICE OF THE 66TH ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially notified that the 66th Annual General Shareholders Meeting (the “Meeting”) of KYORIN
Pharmaceutical Co., Ltd. (the “Company,” together with its subsidiaries, the “Group”) will be held as described
below.
Measures for electronic provision have been taken for the convocation of this General Meeting of Shareholders,and matters to be provided electronically are posted on the following Internet website.
The Company’s website: https://www.kyorin-pharm.co.jp/en/ir/stock/meeting.shtml
In addition to the above website, matters to be provided electronically will also be posted on the Tokyo Stock
Exchange (TSE) website. Please access the following TSE website (TSE Listed Company Search), search for anissue name (company name) or securities code, then select “Basic information,” and “Documents for public
inspection/PR information” to confirm.
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You may exercise your voting rights in writing or by using an electronic means (e.g., via the Internet).
Please review the Reference Documents for the Meeting listed in the matters to be provided electronicallyand exercise your voting rights by the end of our business hours (5:10 p.m. Japan time) on Thursday, June20, 2024.

1

1. Date and Time:
2. Place:

10:00 a.m. Japan time on Friday, June 21, 2024 (Reception starts at 9:00 a.m.)
Banquet Hall Yukyu, 2F, HOTEL METROPOLITAN EDMONT TOKYO
10-8, Iidabashi-3chome, Chiyoda-ku, Tokyo, Japan

3. Agenda of the Meeting:
Matters to be reported:

1. The Business Report, the Consolidated Financial Statements and the audit

results of the Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board for the 66th fiscal year (from April 1, 2023 toMarch 31, 2024)
2. The Non-consolidated Financial Statements for the 66th fiscal year (from April
1, 2023 to March 31, 2024)
Proposals to be resolved:
Election of Six Executive Directors
Proposal:
4. Matters to be decided upon convocation:
If you exercise your voting rights both via the Internet and using the Voting Rights Exercise Form, thevoting rights exercised via the Internet will be deemed valid. If you exercise your voting rights multiple times
via the Internet, the last vote exercised will be deemed valid.
If there is no indication of approval or disapproval for proposal on the Voting Rights Exercise Form
returned to us, it will be taken as an indication of approval.

ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ
• When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
• In the event that any revisions are made to the matters to be provided electronically, the matters before and afterrevision will be posted on the Company website and the TSE website listed above.
• Of the matters to be provided electronically, the following matters are not stated in the documents to bedelivered to shareholders who have requested delivery of documents, in accordance with the provisions of laws
and regulations and the Company’s Articles of Incorporation.
(1) “Status of Accounting Auditors” and “Company Structure and Policies” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements(3) Non-consolidated Financial Statements(4) Audit Report of Accounting Auditors Pertaining to Consolidated Financial Statements(5) Audit Report of Accounting Auditors Pertaining to Non-consolidated Financial Statements(6) Audit Report of the Audit & Supervisory Board• The English version of the Notice of the Annual General Shareholders Meeting is available on the Company’s
website on the Internet.
Address of the Company’s English website: https://www.kyorin-pharm.co.jp/en/2

Reference Documents for the General Shareholders Meeting
Proposal and References
Proposal: Election of Six Executive Directors
The terms of office of all six Executive Directors will expire at the conclusion of the Meeting.
We therefore propose that six Executive Directors be elected.
The candidates for Executive Director are as follows:

No.

Name

1

Yutaka Ogihara

2

Michiro Onota

3

Yasuji Kurose

Current positions and responsibilities atAttributes
the Company
Representative Director, President andReappointment
Male Chief Executive Officer
CEO, in charge of Auditing
Executive Director
Reappointment
Male CMO, in charge of SCM HQs andQuality Assurance of Reliability HQs
Corporate Officer CFO & CStO,
Director, Corporate Planning,
New appointment
Malein charge of Finance & Accounting and
Product Strategy

Gender4 Noriyuki Shikanai Male Executive Director

Reappointment

OutsideIndependent

5

Ken Shigematsu

Male Executive Director

Reappointment

OutsideIndependent

6

Hiromi Watanabe Female Executive Director

Reappointment

OutsideIndependent

New appointment: Candidates for Executive Director to be newly elected
Reappointment: Candidates for Executive Director to be reelected
Outside: Candidates for Outside Executive Director
Independent: Independent officers based on provisions of stock exchanges, etc.

3

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1990
Joined KYORIN Pharmaceutical Co., Ltd.
June 2011
Director, President’s Office, KYORIN
Holdings, Inc.
June 2011
Executive Director, President’s Office, incharge of Corporate Communication andInformation System Management, KYORIN
Holdings, Inc.
June 2014
Executive Director, KYORIN PharmaceuticalCo., Ltd.
June 2015
Executive Director, President’s Office,Reappointment
KYORIN Holdings, Inc.
June 2016
Senior Executive Director, President’s Office,
KYORIN Holdings, Inc.
73,263June 2016
Senior Executive Director, KYORIN
Yutaka Ogihara
Pharmaceutical Co., Ltd.
April 2019
Senior Executive Director, Management(July 14, 1967)
Strategy Office, in charge of Information
System Management, KYORIN Holdings, Inc.
June 2019
Representative Director, President and Chief
Executive Officer, in charge of Auditing,
KYORIN Holdings, Inc.
June 2019
Executive Director, KYORIN PharmaceuticalCo., Ltd.
April 2023
Representative Director, President and Chief
Executive Officer, CEO, in charge of Auditing,
KYORIN Pharmaceutical Co., Ltd. (current)
Reasons for nomination as a candidate for Executive Director
Yutaka Ogihara has been responsible primarily for corporate planning sections of the Company and theGroup companies and has abundant experience in businesses and corporate management. Since June 2019
when he took office as Representative Director, President and Chief Executive Officer of the Company, he
has utilized his experience and fully performed his role mainly in deciding important matters of the Group
as well as supervising business execution. The Company has judged that he is essential for the Group’s
future development and nominated him as a candidate for Executive Director.

4

No.

2

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1985
Joined KYORIN Pharmaceutical Co., Ltd.
April 2006
Director, Production Engineering, Production
HQs, KYORIN Pharmaceutical Co., Ltd.
April 2008
Head of Okaya Plant, Production HQs,
KYORIN Pharmaceutical Co., Ltd.
April 2010
Director, Production, Production HQs,
KYORIN Pharmaceutical Co., Ltd.
April 2014
Senior Executive Director, KYORIN Rimedio
Co., Ltd.
April 2015
Representative Director, President and Chief
Executive Officer, KYORIN Rimedio Co., Ltd.
Reappointment
April 2015
Corporate Officer, KYORIN Holdings, Inc.
June 2017
Executive Director, KYORIN Holdings, Inc.
April 2018
Executive Director, KYORIN Rimedio Co.,
14,470Ltd. (current)
Michiro Onota
April 2018
Representative Director, President and Chief
Executive Officer, KYORIN Pharmaceutical(August 20, 1960)
Group Facilities Co., Ltd. (current)
June 2018
Executive Director, KYORIN PharmaceuticalCo., Ltd.
June 2019
Executive Director, in charge of Generic Drugs
Business, KYORIN Holdings, Inc.
June 2021
Executive Director, in charge of Quality
Assurance & Reliability, KYORIN Holdings,
Inc.
April 2023
Executive Director, CMO, in charge of SCM
HQs and Quality Assurance & Reliability HQs,
KYORIN Pharmaceutical Co., Ltd. (current)
Reasons for nomination as a candidate for Executive Director
Michiro Onota has abundant experience in businesses at research & development and production sections of
the Group companies. Also, he has abundant experience in businesses and corporate management as he hasserved as Representative Director, President and Chief Executive Officer of the Company’s subsidiary. Aftertaking office as the Company’s Executive Director, he has utilized his experience and fully performed hisrole mainly in deciding important matters of the Group as well as supervising business execution. The
Company has judged that he is essential for the Group’s future development and nominated him as a
candidate for Executive Director.

5

No.

3

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1995
Joined KYORIN Pharmaceutical Co., Ltd.
April 2019
Management Strategy Office, Director,
Corporate Planning, KYORIN Holdings, Inc.
June 2019
Director, Corporate Planning, KYORIN
Holdings, Inc.
New appointment
April 2020
Director, Corporate Planning, KYORIN
Holdings, Inc.
April 2020
Director, Corporate Planning, KYORIN
287
Yasuji Kurose
Pharmaceutical Co., Ltd.
June 2022
Corporate Officer, Director, Corporate
Planning, KYORIN Holdings, Inc.
(July 27, 1970)
April 2023
Corporate Officer, CFO & CStO, Director,
Corporate Planning, in charge of Finance &Accounting and Product Strategy, KYORIN
Pharmaceutical Co., Ltd. (current)
Reasons for nomination as a candidate for Executive Director
Yasuji Kurose has long been involved in the management strategy of the Company and the Group and hasabundant experience in the healthcare business. Since April 2023, he has been responsible for the Financeand Accounting section and fulfilled his role, utilizing the financial and accounting expertise accumulated
through his experience. If he takes office as the Company’s Executive Director, he is expected to utilize his
experience and fully perform his role in deciding important matters of the Group and as well as supervisingbusiness execution. Thus, the Company has nominated him as a candidate for Executive Director.

6

No.

4

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1974
Registered with Daini Tokyo Bar Association
March 1977
Established Shikanai Law Office (currently
Reappointment
Kyobashi Law Office) (current)
OutsideOctober
2002
Councilor, Keio University (current)
Independent
October 2010
Trustee, Keio University (current)
April 2012
Auditor, J. F. Oberlin University
4,900
Outside Executive Director, KYORINNoriyuki Shikanai June 2013
Holdings, Inc. (current)
April 2023
Councilor, Kibun Scholarship Foundation(July 14, 1948)(public interest incorporated foundation)(current)
Reasons for nomination as a candidate for Outside Executive Director and expected roles
Noriyuki Shikanai is well-versed in corporate legal affairs as an attorney and has a high degree of
specialization and rich experience as a Trustee of Keio University and through many other prominent
positions. He utilizes such assets in fully performing his role mainly in deciding important management
matters of the Company and Group companies as well as supervising business execution. The Company has
nominated him as a candidate for Outside Executive Director in the expectation that he will continue tocontribute to the development of the Group through his suggestions and advice mainly from a legal
perspective based on his experience of corporate management, etc.
Name
(Date of birth)

7

No.

5

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1971
Joined Mitsukoshi, Ltd.
March 1991
President, Mitsukoshi USA, Inc.
March 1997
General Manager, International Business
Division, Mitsukoshi, Ltd.
March 1998
General Manager, Product Planning Division,
Sales Headquarters, Mitsukoshi, Ltd.
March 1999
Executive Officer, General Manager, Product
Planning Division, Sales Headquarters,
Mitsukoshi, Ltd.
May 2002
Director, Executive Officer, Deputy General
Manager, Sales Headquarters, Mitsukoshi, Ltd.
March
2004
Director, Managing Executive Officer, General
Reappointment
Manager, Merchandising Headquarters,
OutsideMitsukoshi, Ltd.
Independent
March 2005
Director, Managing Executive Officer, StoreManager, Mitsukoshi Ginza, Mitsukoshi, Ltd.
4,700
April
2008
Managing Executive Officer, Isetan
Ken Shigematsu
Mitsukoshi Holdings Ltd., Director,
Mitsukoshi, Ltd.
(November 15,
April 2009
Director, Senior Managing Executive Officer,
1948)
Special Appointive Officer, Mitsukoshi, Ltd.
April 2010
Senior Managing Executive Officer, Isetan
Mitsukoshi Holdings Ltd., Representative
Director, President and Chief Executive
Officer, Nagoya Mitsukoshi Ltd.
October 2011
Representative Director, President and Chief
Executive Officer, Endo Manufacturing Co.,
Ltd.
October 2015
Representative Director, President and Chief
Executive Officer, MFSJ Co., Ltd.
June 2017
Outside Executive Director, KYORIN
Holdings, Inc. (current)
Reasons for nomination as a candidate for Outside Executive Director and expected roles
Ken Shigematsu has served numerous positions as an officer of Isetan Mitsukoshi Holdings Ltd. and has
accumulated wide-ranging insight through his rich experience in management. He utilizes such assets in fully
performing his role mainly in deciding important management matters of the Company and Group companies
as well as supervising business execution. The Company has nominated him as a candidate for Outside
Executive Director in the expectation that he will continue to contribute to the development of the Groupthrough his suggestions and advice from a broad perspective by utilizing his experience as an executive.
Name(Date of birth)

8

No.

6

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1972
Joined Internal Medicine Department, Tokyo
Women’s Medical University Hospital
April 1998
Assistant Professor, Internal Medicine, Schoolof Nursing, Tokyo Women’s Medical
University
April 2007
Professor and Dean, Medical Science, College
of Nursing, Shukutoku University
April 2010
Member of the Board, Daijo Shukutoku
GakuenReappointment
April 2011
Professor, Medical Science, College of
OutsideNursing and Nutrition, Shukutoku University
Independent
November 2014 President, Tokyo Branch, Japan Medical
Women’s Association (current)
2,300
April 2016
Professor, Graduate School of Nursing
Hiromi Watanabe
Division of Nursing, Shukutoku University
April 2018
Neurology Department, Yokufukai Hospital,
Total Health and Medical Care Center for(July 23, 1947)
Seniors (social welfare corporation) (current)
June 2018
Member of the Board, 3.11 Fund for Children
with Thyroid Cancer (NPO) (current)
June 2019
Outside Executive Director, KYORIN
Holdings, Inc. (current)
April 2021
Member of the Board, Daijo Shukutoku
Gakuen (current)
October 2021
Deputy Director, Shimotakaido Station Clinic
ENT Plus+ (current)
Reasons for nomination as a candidate for Outside Executive Director and expected roles
Although Hiromi Watanabe has not been involved in management other than through serving as an outside
officer, she has rich clinical and research experience as a medical doctor, wide-ranged insight into medical
settings gained through nursing education, and abundant experience in social contribution activities andactive involvement in the promotion of women’s participation in the workplace. She has fully performed herrole mainly in deciding important management matters of the Company and Group companies as well as
supervising business execution. The Company has nominated her as a candidate for Outside Executive
Director in the expectation that she will continue to contribute to the development of the Group through her
suggestions and advice based on her experience in medical settings and from a perspective of promotion of
women’s participation in the workplace which is one of the main points in diversity.
Name(Date of birth)

Notes: 1 KYORIN Pharmaceutical Co., Ltd. listed in the Career summary, positions, responsibilities andsignificant concurrent positions column for each candidate refers to the former KYORIN PharmaceuticalCo., Ltd., which merged with the Company on April 1, 2023.
2. There are no special interests between the candidates and the Company.
3. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe are candidates for Outside Executive
Director.
4. The Company has no consultancy agreements or any other transactions with Kyobashi Law Office.
5. The Company has a business relationship that involves purchases, sales, etc. with Yokufukai Hospital,
Total Health and Medical Care Center for Seniors and Shimotakaido Station Clinic ENT Plus+.
However, since the Company’s sales from said facilities are insignificant compared to the Company’s
annual consolidated net sales, the Company has judged that this will not affect the independence of
Hiromi Watanabe as an outside officer, and that there is no risk of a conflict of interest with generalshareholders.
6. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe will have served as Outside Executive
Directors for eleven years, seven years and five years, respectively, at the closing of the Meeting.
97 As Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe satisfy the requirements for independent
officers based on the provisions of Tokyo Stock Exchange, Inc., the Company has notified them as
independent officers to the Exchange.
8. The Company has entered into a directors and officers liability insurance contract with an insurancecompany that insures Executive Directors, Auditors, Corporate Officers, etc. of the Company and its
subsidiaries. The said insurance contract covers damages that may arise due to the insured assuming
liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, there are exemptions; for example, damages arising from the insured illegally obtaining
private interests or benefit shall not be covered. The insurance premium is fully borne by the Company
and each subsidiary. If the candidates are elected and take office as Executive Directors, they will
become the insured of the insurance contract. The Company plans to renew the insurance contract inJuly 2024 with the same terms and conditions as described above.

10

(Reference)
Skills Matrix of the Company’s Board of Executive Directors
The Company’s Board of Executive Directors consists of diverse individuals with various skills (knowledge,
experience, etc.) to ensure that the Board of Executive Directors can appropriately perform its decision-making
and management supervision functions and maintain a more transparent governance structure in accordance with
the Company’s medium- to long-term management directions and business strategy.
If the Proposal is approved at this Annual General Shareholders Meeting as originally proposed, the compositionof the Board of Executive Directors and the skills possessed by individual Executive Directors and Audit &Supervisory Board Members will be as follows.

Attributes

Corporate
management

Healthcare
business

YutakaOgihara

Male

○

○

Michiro
Onota

Male

○

○

YasujiKuroseMale○○

Noriyuki
Shikanai

Hiromi
Watanabe

Male
OutsideIndependent
Male
OutsideIndependent
FemaleOutsideIndependent

Tomiharu
Matsumoto

Male

Kenji Akutsu

Male

Takao
Yamaguchi

Male
OutsideIndependent
Male
OutsideIndependent
Male
OutsideIndependent

Name

Executive Directors

Ken
Shigematsu

Audit & Supervisory Board
Members

Yukio
IkemuraKensukeMoritaFinance &accounting

Legal

Major
Academic qualifications,expertsetc.

○

Pharmacist○

Attorney

○
○

○

○
○

MedicalDoctor○○CertifiedPublicAccountant

○
○

○
○

11

○

Attorney