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 6, 2022
To Those Shareholders with Voting Rights
Yutaka Ogihara
Representative Director, President andChief Executive Officer
KYORIN Holdings, Inc.
6, Kanda Surugadai 4-chome, Chiyoda-ku,
Tokyo, JapanNOTICE OF THE 64TH ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially notified that the 64th Annual General Shareholders Meeting (the “Meeting”) of KYORIN
Holdings, Inc. (the “Company,” together with its subsidiaries, the “Group”) will be held as described below.
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 below and exercise your voting rights by the end of
our business hours (5:10 p.m. Japan time) on Thursday, June 23, 2022.
1. Date and Time:
2. Place:

10:00 a.m. Japan time on Friday, June 24, 2022 (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 64th fiscal year (from April 1, 2021 toMarch 31, 2022)
2. The Non-consolidated Financial Statements for the 64th fiscal year (from April
1, 2021 to March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Reduction of Legal Capital Surplus
Proposal 2:
Election of Nine Directors
Proposal 3:
Election of Four Audit & Supervisory Board Members
Proposal 4:ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ
When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Any revisions to the Reference Documents for the General Shareholders Meeting, the Business Report,
Non-consolidated and Consolidated Financial Statements will be posted on the Company’s website.
The Company’s website: https://www.kyorin-gr.co.jp/
1Reference Documents for the General Shareholders Meeting
Proposal and References
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reason for amendments(1) The Group plans to shift from a pure holding company structure to a business holding company
structure through the reorganization of the Group by absorbing KYORIN Pharmaceutical Co., Ltd., themain business subsidiary of the Group, into the Company on April 1, 2023, and change the Company’s
trade name to “KYORIN Pharmaceutical Co., Ltd.” on the same day. Accordingly, the Company
proposes to make necessary amendments to Articles 1 (Trade Name) and 2 (Purpose) andsupplementary provisions of its Articles of Incorporation. The amendments to Article 1 (Trade Name)
will take effect, subject to the condition precedent of entering into effect of the absorption-type merger
under the merger agreement between the Company and KYORIN Pharmaceutical Co., Ltd. (concluded
on May 11, 2022), upon the effective date of such merger (which is scheduled for April 1, 2023).
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Company proposes amendments of its Articles ofIncorporation as follows.
(i) The proposed amendments to Article 15, Paragraph 1 provide that information contained in thereference documents for the general meeting of shareholders, etc. will be provided electronically.
(ii) The purpose of the proposed amendments to Article 15, Paragraph 2 is to establish a provision tolimit the scope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
(iii) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(iv) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. will be established.
(3) The Company proposes to change the maximum number of Directors to make quick and accurate
decisions in order to handle the changes in the business environment.

22. Details of the amendments
The details of the amendments are as follows.
(Changes are underlined)
Proposed Amendments(Trade Name)
Article 1. The trade name of the Company shall be
KYORIN Seiyaku Kabushiki Kaisha,
which is expressed in English as
KYORIN Pharmaceutical Co., Ltd.
(Purpose)
Article 2. The purpose of the Company shall be toengage in the following business:(1) Manufacture, purchase, sell, export andimport of pharmaceuticals, quasipharmaceutical products, pharmaceuticals
for animals, diagnostic reagents, industrial
chemicals, agricultural chemicals,poisonous and deleterious substances
other than pharmaceuticals, sanitary
supplies, and sanitary products(2) Manufacture, purchase, sale, export andimport of medical equipment, medical
instruments, measuring equipment, andhealth equipment(3) Drug development testing, formulation
research, safety testing, manufacture ofinvestigational new drugs, andconsignment thereof

Current Articles of Incorporation(Trade Name)
Article 1. The trade name of the Company shall be
KYORIN Seiyaku Holdings Kabushiki
Kaisha, which is expressed in English as
KYORIN Holdings, Inc.
(Purpose)
Article 2. The purpose of the Company shall be toengage in the following business:
1) To hold shares or equity of domestic
and/or overseas companies engaged invarious business to control and manage
the business activities of such companies
and support their business management.
2) To provide guidance on business
management to other companies whose
shares or equity the Company owns, andto perform human resources, generalaffairs, finance & accounting, and otheradministrative work entrusted by suchcompanies.
3) To acquire, maintain, manage, license, andtransfer industrial property rights.
4) To carry out all business incidental to or
relating to any of the foregoing.

(4) Manufacture, purchase, sale, export andimport of chemical foods, health foods,
nutritional foods, food additives,
fragrances, and cosmetics(5) Production, sale, export and import oflaboratory animals(6) Purchase, sale, export and import ofpaper, processed paper, and oils and fats
for fuel(7) Purchase, sale, export and import of food(8) Purchase, sale, export and import of
telecommunications machinery andappliances, optical equipment, packaging
equipment, ceramics, office supplies,
miscellaneous daily goods, and textile
products for apparel3

Current Articles of Incorporation

Proposed Amendments(9) Management, purchase, sale and lease ofreal estate and sports facilities(10) Printing and publishing(11) Advertising agency business(12) General leasing(13) Warehousing, freight transportation, andtransport agency business(14) Information processing services andinformation provision services(15) Medical waste disposal(16) Money loan and trading of securities(17) Acquisition, maintenance, management,
licensing, and transfer of industrial
property rights(18) Holding of shares or equity of domestic
and/or overseas companies engaged invarious business to control and manage
the business activities of such companies(19) Provision of guidance on business
management to, and entrusted
administrative work for, other companies
whose shares or equity the Company
owns(20) All business incidental to or relating to
any of the foregoing, and investment inbusiness relating to the same
(Deleted)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 15. The Company may, when convening
a general meeting of shareholders,deem that it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theInternet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.

4Current Articles of Incorporation(Newly established)

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 15. The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.
(Number of Directors)
Article 18. The number of the Company’s
Directors shall not exceed 11.

(Number of Directors)
Article 18. The number of the Company’s
Directors shall not exceed 15.
(Newly established)

Supplementary Provisions
1. The amendments to Article 1 (Trade Name)
shall take effect, subject to the entering into
effect of the absorption-type merger under themerger agreement between the Company and
KYORIN Pharmaceutical Co., Ltd.
(concluded on May 11, 2022) as the condition
precedent thereto, upon the said effectivedate.
2. The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and theestablishment of the proposed Article 15(Measures for Electronic Provision, Etc.)
shall come into effect on September 1, 2022,
which is the date of enforcement of theamended provisions stipulated in the proviso
to Article 1 of the supplementary provisionsof the Act Partially Amending the Companies
Act (Act No. 70 of 2019) (the “EffectiveDate”).
3. Notwithstanding the provisions of thepreceding paragraph, Article 15 of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
5Current Articles of Incorporation

Proposed Amendments
4. These supplementary provisions shall bedeleted on the effective date as set forth inParagraph 1 of these Supplementary
Provisions, the date on which six months
have elapsed from the Effective Date, or thedate on which three months have elapsed
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever comes later.

6

Proposal 2: Reduction of Legal Capital Surplus
1. Purpose for reduction of legal capital surplus
The Company proposes to decrease the amount of legal capital surplus pursuant to Article 448, Paragraph 1of the Companies Act and transfer it to raise other capital surplus in order to realize flexible implementationof its capital policy.
2. Details of reduction of legal capital surplus
The Company proposes to reduce the amount of legal capital surplus by 30,000,000,000 yen from39,185,282,976 yen and transfer that amount to the Company’s other capital surplus.
3. Effective date of reduction of legal capital surplus
August 31, 2022 (planned)

7

Proposal 3: Election of Nine Directors
The terms of office of all nine Directors will expire at the conclusion of the Meeting.
We therefore propose that nine Directors be elected.
The candidates for Director are as follows:

No.

Name

Current positions and responsibilities
at the Company

1

Minoru Hogawa

Representative Director and Chairman

Reappointment

2

Yutaka Ogihara

Representative Director, President andChief Executive Officer
In charge of Auditing

Reappointment

3

Shigeru Ogihara

Senior Managing Director

Reappointment

4

Michiro Onota

5

Koichiro Hagihara

6

Morio
Yanagishima

7

Noriyuki Shikanai

Executive Director

Reappointment

OutsideIndependent

8

Ken Shigematsu

Executive Director

Reappointment

OutsideIndependent

9

Hiromi Watanabe

Executive Director

Reappointment

OutsideIndependent

Attributes

Executive Director
In charge of Quality Assurance & Reappointment
Reliability
Executive Director
Reappointment
In charge of Intellectual Property andResearch and Development
Corporate Officer
General Manager, Product Strategy
New appointment
In charge of Corporate Planning

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

8

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
December 1976 Joined Kyorin Yakuhin Co., Ltd.
April 2000
Director, Planning Office, KYORIN
Pharmaceutical Co., Ltd.
June 2004
Corporate Officer, General Manager,
Corporate Planning, KYORIN PharmaceuticalCo., Ltd.
June 2005
Executive Director, Senior Executive Officer,
Management Strategy Office, KYORIN
Pharmaceutical Co., Ltd.
January 2006
Executive Director, Management Strategy
Office, General Manager, Corporate Planning,in charge of Accounting, KYORIN Holdings,
Inc.
June 2007
Executive Director, Senior Executive Officer,
Management Strategy Office, General
Manager, Corporate Planning, KYORIN
Pharmaceutical Co., Ltd.
April 2010
Executive Director, Senior Executive Officer,
General Manager, Corporate Planning, inReappointment
charge of Finance & Accounting, KYORIN
Holdings, Inc.
June 2010
Senior Executive Director, General Manager,
29,828
Minoru Hogawa
Corporate Planning, in charge of Finance &Accounting, KYORIN Holdings, Inc.
Senior Executive Director, KYORIN(September 4, 1953) June 2010
Pharmaceutical Co., Ltd.
June 2012
Senior Managing Director, KYORIN
Pharmaceutical Co., Ltd.
June 2012
Senior Managing Director, General Manager,
Corporate Planning, in charge of Finance &Accounting, KYORIN Holdings, Inc.
June 2015
Representative Director, President and Chief
Executive Officer, in charge of Auditing,
KYORIN Holdings, Inc.
June 2015
Executive Director, KYORIN PharmaceuticalCo., Ltd.
June 2017
Representative Director, President and Chief
Executive Officer, KYORIN PharmaceuticalCo., Ltd.
June 2019
Representative Director, Chairman, KYORIN
Pharmaceutical Co., Ltd. (current)
June 2019
Representative Director, Chairman, KYORIN
Holdings, Inc. (current)
Reasons for nomination as a candidate for Director
Minoru Hogawa had led the Group management as Representative Director, President and Chief Executive
Officer of the Company for four years since 2015 and has abundant experience, achievements and deep
insight as a corporate manager. Since June 2019 when he took office as Representative Director and Chairmanof the Company, he has utilized his experience to provide advice and support at the Board of Directors froma broad perspective and fully performed his role mainly in deciding important matters of the Group as wellas supervising business execution. The Company has judged that he is essential for the Group’s future
development and nominated him as a candidate for Director.

9

No.

2

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 Pharmaceutical
Co.,
Ltd.
Reappointment
June 2015
Executive Director, President’s Office,
KYORIN Holdings, Inc.
June 2016
Senior Executive Director, President’s Office,
1,873,353
Yutaka Ogihara
KYORIN Holdings, Inc.
June 2016
Senior Executive Director, KYORIN
Pharmaceutical Co., Ltd.
(July 14, 1967)
April 2019
Senior Executive Director, Management
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. (current)
June 2019
Executive Director, KYORIN PharmaceuticalCo., Ltd. (current)
Reasons for nomination as a candidate for 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 Director.

10

No.

3

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1979
Joined Kyorin Yakuhin Co., Ltd.
April 2002
General Manager, Healthcare, KYORIN
Pharmaceutical Co., Ltd.
April 2004
General Manager, Product Strategy, KYORIN
Pharmaceutical Co., Ltd.
April 2005
General Manager, Drug Improvement,
KYORIN Pharmaceutical Co., Ltd.
June 2009
Corporate Officer, KYORIN PharmaceuticalCo., Ltd.
June 2011
Representative Director, President and Chief
Executive Officer, KYORIN Rimedio Co., Ltd.
June 2011
Corporate Officer, KYORIN Holdings, Inc.
April 2012
Senior Corporate Officer, KYORIN Holdings,
Inc.
June 2013
Executive Director, KYORIN Holdings, Inc.
June 2014
Executive Director, KYORIN PharmaceuticalCo., Ltd.
April 2015
Executive Director, Deputy General Manager,
Discovery Research HQs, Head of
Reappointment
WATARASE Research Center, KYORIN
Pharmaceutical Co., Ltd.
April 2015
Executive Director, KYORIN Rimedio Co.,
18,873
Shigeru Ogihara
Ltd.
June 2015
Executive Director, in charge of Drug
Discovery Strategy, KYORIN Holdings, Inc.
(December 29,
April 2016
Executive Director, Head of Discovery
1956)
Research HQs, Head of WATARASE ResearchCenter, KYORIN Pharmaceutical Co., Ltd.
June 2016
Senior Executive Director, Head of Discovery
Research HQs, Head of WATARASE ResearchCenter, KYORIN Pharmaceutical Co., Ltd.
June 2016
Senior Executive Director, in charge ofIntellectual Property, KYORIN Holdings, Inc.
June 2017
Senior Executive Director, in charge ofIntellectual Property and Research andDevelopment, KYORIN Holdings, Inc.
April 2019
Senior Executive Director, Head of Discovery
Research HQs, KYORIN Pharmaceutical Co.,Ltd.
June 2019
Representative Director, President and Chief
Executive Officer, KYORIN PharmaceuticalCo., Ltd. (current)
June 2019
Senior Managing Director, KYORIN
Holdings, Inc. (current)
Reasons for nomination as a candidate for Director
Shigeru Ogihara served as Representative Director, President and Chief Executive Officer of the Company’s
subsidiary and has abundant experience in businesses at research & development and sales sections of theGroup companies. As he currently serves as Representative Director, President and Chief Executive Officerof the Company’s key subsidiary, KYORIN Pharmaceutical Co., Ltd. and has abundant knowledge on
businesses and corporate management. 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 judgedthat he is essential for the Group’s future development and nominated him as a candidate for Director.

11

No.

4

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
General Manager, Production Engineering,
Production HQs, KYORIN PharmaceuticalCo., Ltd.
April 2008
Head of Okaya Plant, Production HQs,
KYORIN Pharmaceutical Co., Ltd.
April 2010
General Manager, Production, Production
HQs, KYORIN Pharmaceutical Co., Ltd.
April 2014
Senior Executive Director, KYORIN Rimedio
Co., Ltd.
Reappointment
April 2015
Representative Director, President and Chief
Executive Officer, KYORIN Rimedio Co., Ltd.
April 2015
Corporate Officer, KYORIN Holdings, Inc.
11,485June 2017
Executive Director, KYORIN Holdings, Inc.
Michiro Onota
April 2018
Executive Director, KYORIN Rimedio Co.,
Ltd. (current)(August 20, 1960)
April 2018
Representative Director, President and Chief
Executive Officer, KYORIN Pharmaceutical
Group Facilities Co., Ltd. (current)
June 2018
Executive Director, KYORIN PharmaceuticalCo., Ltd. (current)
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. (current)
Reasons for nomination as a candidate for 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 Director.

12

No.

5

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1983
Joined Nisshin Flour Milling Inc.
April 1998
Dispatched to Nisshin KYORIN
Pharmaceutical Co., Ltd.
October 2008
Joined KYORIN Pharmaceutical Co., Ltd.
April 2009
General Manager, Pharmacology Research,
Discovery Research Laboratory, Discovery
Research HQs, KYORIN Pharmaceutical Co.,Ltd.
April 2011
Deputy General Manager, Discovery ResearchLaboratory, Discovery Research HQs,
KYORIN Pharmaceutical Co., Ltd.
April 2013
Corporate Officer, General Manager,
Discovery Research, KYORIN PharmaceuticalCo., Ltd.
April 2016
Senior Corporate Officer, Head of ClinicalDevelopment Center, General Manager,
Discovery Research Management, KYORIN
Reappointment
Pharmaceutical Co., Ltd.
April 2017
Senior Corporate Officer, Deputy General
Manager, Discovery Research HQs, Head of
4,885
Koichiro Hagihara
Clinical Development Center, KYORIN
Pharmaceutical Co., Ltd.
June 2018
Executive Director, Deputy General Manager,(May 1, 1959)
Discovery Research HQs, Head of ClinicalDevelopment Center, KYORIN
Pharmaceutical Co., Ltd.
June 2018
Executive Director, in charge of Legal andClinical Development, KYORIN Holdings,
Inc.
June 2019
Executive Director, in charge of Intellectual
Property and Research and Development,
KYORIN Holdings, Inc. (current)
June 2019
Executive Director, General Manager,
Discovery Research HQs, Head of ClinicalDevelopment Center, KYORIN
Pharmaceutical Co., Ltd.
April 2021
Executive Director, General Manager,
Discovery Research HQs, KYORIN
Pharmaceutical Co., Ltd. (current)
Reasons for nomination as a candidate for Director
Koichiro Hagihara has abundant experience in businesses at research & development sections of the Group
companies as well as specialized knowledge on the healthcare business. After taking office as the Company’s
Executive Director, he has utilized his experience to advance the Group’s clinical development and fully
performed his role mainly in deciding important matters of the Group as well as supervising businessexecution. The Company has judged that he is essential for the Group’s future development and nominatedhim as a candidate for Director.

13

No.

6

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1982
Joined Kyorin Yakuhin Co., Ltd.
April 2012
General Manager, Saitama-Chiba Branch,
Sales & Marketing HQs, KYORIN
Pharmaceutical Co., Ltd.
April 2015
General Manager, Tokyo Branch, Sales &Marketing HQs, KYORIN Pharmaceutical Co.,Ltd.
April 2016
Corporate Officer, General Manager, Tokyo
Branch, Sales & Marketing HQs, KYORIN
Pharmaceutical Co., Ltd.
April 2017
Corporate Officer, General Manager,
Marketing & Product Planning, General
Manager, Product Planning, Sales &Marketing HQs, KYORIN Pharmaceutical Co.,
New appointment
Ltd.
April 2019
Corporate Officer, Deputy General Manager,
Sales & Marketing HQs, General Manager,
10,195Morio Yanagishima
Marketing & Product Planning, KYORIN
Pharmaceutical Co., Ltd.
(November 24,
June 2019
Executive Director, Deputy General Manager,
1958)
Sales & Marketing HQs, General Manager,
Marketing & Product Planning, KYORIN
Pharmaceutical Co., Ltd.
April 2021
Executive Director, General Manager, ProductStrategy, KYORIN Pharmaceutical Co., Ltd.
April 2021
Corporate Officer, General Manager, ProductStrategy, KYORIN Holdings, Inc.
June 2021
Corporate Officer, General Manager, ProductStrategy, in charge of Corporate Planning,
KYORIN Holdings, Inc. (current)
June 2021
Executive Director, General Manager, ProductStrategy, in charge of Promotion Compliance,
Corporate Planning, KYORIN PharmaceuticalCo., Ltd. (current)
Reasons for nomination as a candidate for Director
Morio Yanagishima has abundant experience in businesses at sales & marketing sections of the Group
companies, as well as specialized knowledge on the healthcare business. If he takes office as the Company’s
Executive Director, he is expected to utilize his experience to promote the widespread use of the Group
companies’ products and fully perform his role mainly in deciding important matters of the Group as well as
supervising business execution. Thus, the Company has nominated him as a candidate for Director.

14

No.

Name
(Date of birth)
Reappointment
OutsideIndependent
Noriyuki Shikanai

7

Career summary, positions, responsibilities andsignificant concurrent positions
April 1974
Registered with Daini Tokyo Bar Association
March 1977
Established Shikanai Law Office (currently
Kyobashi Law Office) (current)
October 2002
Councilor, Keio University (current)
October 2010
Trustee, Keio University (current)
April 2012
Auditor, J. F. Oberlin University
June 2013
Outside Director, KYORIN Holdings, Inc.
(current)

Number of shares of
the Company held

3,800

(July 14, 1948)
Reasons for nomination as a candidate for Outside 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 Director in the expectation that he will continue to contribute to
the development of the Group through his suggestions and advice mainly from a legal perspective based on
his experience of corporate management, etc.

15

No.

8

Name
(Date of birth)

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.
3,600
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 Director, KYORIN Holdings, Inc.
(current)
Reasons for nomination as a candidate for Outside Director and expected roles
Ken Shigematsu has served numerous positions as officer of Isetan Mitsukoshi Holdings Ltd. and has
accumulated wide-ranging insight through his rich experience in management. He utilizes such assets infully 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 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.

16

No.

9

Name
(Date of birth)

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)
1,300
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 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 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 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 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.

Notes: 1. There are no special interests between the candidates and the Company.
2. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe are candidates for Outside Director.
3. The Company has no consultancy agreements or any other transactions with Kyobashi Law Office,Yokufukai Hospital, Total Health and Medical Care Center for Seniors, or Shimotakaido Station Clinic
ENT Plus+.
4. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe will have served as Outside Directors for nine
years, five years and three years, respectively, at the closing of the Meeting.
5. 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.
6. The Company has entered into a directors and officers liability insurance contract with an insurancecompany that insures 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 or17

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 Directors, they will become the insured of the insurance
contract. The Company plans to renew the insurance contract in July 2022 with the same terms andconditions as described above.

18

Proposal 4: Election of Four Audit & Supervisory Board Members
The terms of office of four Audit & Supervisory Board Members, Tomiharu Matsumoto, Shugo Tamaki, Masaji
Obata and Naohiro Kamei, will expire at the conclusion of the Meeting.
We therefore propose that four Audit & Supervisory Board Members be elected.
Consent has been obtained from the Audit & Supervisory Board for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:

No.
1

Name
Tomiharu
MatsumotoCurrent positions at the Company
Audit & Supervisory Board Member

Attributes
Reappointment

2

Kenji Akutsu

New appointment

3

Yukio Ikemura

New appointment

OutsideIndependent4

Kensuke Morita

New appointment

OutsideIndependent

New appointment: Candidates for Audit & Supervisory Board Member to be newly elected
Reappointment: Candidates for Audit & Supervisory Board Member to be reelected
Outside: Candidates for Outside Audit & Supervisory Board Member
Independent: Independent officers based on provisions of stock exchanges, etc.

19

No.

1

Name
(Date of birth)

Career summary, positions andNumber of shares ofsignificant concurrent positions
the Company held
April 1976
Joined Kyorin Yakuhin Co., Ltd.
April 2001
Head of Nogi Plant, KYORIN PharmaceuticalCo., Ltd.
April 2005
Corporate Officer, General Manager, General
Affairs & Human Resources, KYORIN
Pharmaceutical Co., Ltd.
March 2006
Corporate Officer, General Manager, General
Affairs & Human Resources, KYORIN
Holdings, Inc.
June 2007
Executive Director, Corporate Officer, General
Affairs & Human Resources, KYORIN
Pharmaceutical Co., Ltd.
Reappointment
June 2008
Executive Director, Corporate Officer, General
Affairs & Human Resources, KYORIN
Holdings, Inc.
June
2012
Senior Executive Director, General Manager,
Tomiharu
19,700General Affairs & Human Resources,
Matsumoto
KYORIN Holdings, Inc.
June 2012
Senior Executive Director, KYORIN
Pharmaceutical Co., Ltd.
(August 13, 1953)
June 2016
Senior Managing Director, General Manager,
General Affairs & Human Resources,
KYORIN Holdings, Inc.
June 2016
Senior Managing Director, KYORIN
Pharmaceutical Co., Ltd.
June 2018
Audit & Supervisory Board Member,
KYORIN Holdings, Inc. (current)
June 2018
Audit & Supervisory Board Member,
KYORIN Pharmaceutical Co., Ltd. (current)
June 2018
Audit & Supervisory Board Member,
KYORIN Pharmaceutical Group Facilities Co.,
Ltd. (current)
Reason for nomination as a candidate for Audit & Supervisory Board Member
Tomiharu Matsumoto has abundant experience in businesses at administration, mainly general affairs andhuman resources sections of the Company and the Group companies, and has utilized his experience andexercised supervision over management from broad perspectives based on his expertise and extensive
knowledge and experience. The Company has judged that he is able to continuously utilize his expertise andknowledge for auditing of the Company and nominated him as a candidate for Audit & Supervisory Board
Member.

20

No.

2

Name
(Date of birth)

Career summary, positions andNumber of shares ofsignificant concurrent positions
the Company held
April 1978
Joined KYORIN Pharmaceutical Co., Ltd.
February 2001
Representative Director, President and Chief
Executive Officer, Kyorin USA, Inc.
April 2004
Business Development Office, General
Manager, Legal, KYORIN PharmaceuticalCo., Ltd.
June 2009
Corporate Officer, General Manager, ProductStrategy Office, KYORIN Pharmaceutical Co.,Ltd.
April 2014
General Manager, Discovery Research
Management, KYORIN Pharmaceutical Co.,
Ltd.
April
2015
Representative Director, President and Chief
New appointment
Executive Officer, KYORIN Medical Supply
Co., Ltd.
April 2015
Corporate Officer, KYORIN Holdings, Inc.
12,250Kenji Akutsu
June 2016
Executive Director, KYORIN Holdings, Inc.
April 2017
Executive Director, General Manager, General
Affairs & Human Resources, KYORIN(March 25, 1956)
Holdings, Inc.
April 2017
General Manager, Human Resources,
KYORIN Pharmaceutical Co., Ltd.
June 2017
Executive Director, General Manager, Human
Resources, KYORIN Pharmaceutical Co., Ltd.
June 2019
Senior Executive Director, KYORIN
Pharmaceutical Co., Ltd.
June 2019
Senior Executive Director, General Manager,
General Affairs & Human Resources,
KYORIN Holdings, Inc.
June 2021
Audit & Supervisory Board Member,
KYORIN Rimedio Co., Ltd. (current)
Reason for nomination as a candidate for Audit & Supervisory Board Member
Kenji Akutsu has abundant experience in businesses at business development, discovery research and humanresources sections of the Company and the Group companies. As he previously served as Representative
Director, President and Chief Executive Officer of the Company’s subsidiary, he also has abundant
experience in business and corporation management. The Company expects him to exercise supervision overmanagement from broad perspectives based on his expertise and extensive knowledge and experience, andhas nominated him as a candidate for Audit & Supervisory Board Member.

21

No.

3

Name
(Date of birth)

Career summary, positions andNumber of shares ofsignificant concurrent positions
the Company held
April 1981
Joined The Fuji Bank, Ltd.
March 2004
Head of Europe Treasury Office, ALM
New appointment
Division, Mizuho Corporate Bank, Ltd.
April 2008
General Manager, Kabutocho Corporate
OutsideBanking and Securities Business Department,
Mizuho Corporate Bank, Ltd.
Independent
April 2009
Executive Officer, Mizuho Securities Co., Ltd.
–
April 2010
Senior General Manager, NSK Ltd.
Yukio Ikemura
June 2011
Executive Officer, NSK Ltd.
June 2013
Senior Vice President, Head of CSR Division
HQ, NSK Ltd.
(February 25, 1958)
June 2018
President and Representative Director, Ohsaki
Redevelopment Building Co., Ltd. (current)
Reason for nomination as a candidate for Outside Audit & Supervisory Board Member
The Company expects Yukio Ikemura to exercise supervision over management from broad perspectives
based on his long years of experience and wide-ranging insight in the above industries, and has nominatedhim as a candidate for Outside Audit & Supervisory Board Member.
April 1991

4

Registered as attorney with The Tokyo Bar
Association
April 1991
Joined Otani Law Office
April 1996
Associate, Legal Training and ResearchInstitute, Supreme Court of Japan
New appointment
April 1998
Established Kensuke Morita Law OfficeOutsideApril 2002
Jointly established APOLLO Law Office(current)
Independent
April 2009
Instructor, Legal Training and Research–Institute, Supreme Court of JapanMay 2009
Councilor, Chuo University (current)
Kensuke Morita
November 2010 Part-time Board Member, Anshin Zaidan(current)
April 2012
Professor, Faculty of Business Sciences,(March 22, 1966)
University of Tsukuba (current)
May 2015
Vice Chair, Center for Graduate Schools of
Law, Japan Federation of Bar Associations(current)
Reason for nomination as a candidate for Outside Audit & Supervisory Board Member
Kensuke Morita is well versed in corporate legal affairs as an attorney. The Company expects him tostrengthen legal checks and exercise supervision over management based on his expertise and extensive
knowledge and experience, and has nominated him as a candidate for Outside Audit & Supervisory Board
Member.

Notes: 1. There are no special interests between the candidates and the Company.
2. Yukio Ikemura and Kensuke Morita are candidates for Outside Audit & Supervisory Board Member.
3. The Company has no consultancy agreements or any other transactions with Ohsaki Redevelopment
Building Co., Ltd. or APOLLO Law Office.
4. As Yukio Ikemura and Kensuke Morita satisfy the requirements for independent officers based on theprovisions of Tokyo Stock Exchange, Inc., the Company has notified them as independent officers to the
Exchange.
5. The Company has entered into a directors and officers liability insurance contract with an insurancecompany that insures 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 the22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 Audit & Supervisory Board Members, they will become
the insured of the insurance contract. The Company plans to renew the insurance contract in July 2022with the same terms and conditions as described above.

23

(Reference)
Skills Matrix of the Company’s Board of Directors
The Company’s Board of Directors consists of diverse individuals with various skills (knowledge, experience, etc.)
to ensure that the Board of Directors can appropriately perform its decision-making and management supervisionfunctions and maintain a more transparent governance structure in accordance with the Company’s medium- tolong-term management directions and business strategy.
If Proposals 3 and 4 are approved at this Annual General Shareholders Meeting as originally proposed, thecomposition of the Board of Directors and the skills possessed by individual Directors and Audit & Supervisory
Board Members will be as follows.
Corporate
management

Healthcare
business

Finance &accounting

MinoruHogawa○○○YutakaOgihara○○Shigeru
Ogihara○○Michiro Onota

○

○

Name

Attributes

Directors

Koichiro
Hagihara○

Morio
Yanagishima○

Noriyuki
Shikanai

OutsideIndependent

Ken
Shigematsu

OutsideIndependent

Hiromi
WatanabeOutsideIndependent○

Audit & Supervisory Board
Members

Yukio
IkemuraOutsideIndependent

KensukeMoritaOutsideIndependent

Attorney○○○

OutsideIndependent

Major
qualifications,etc.

Pharmacist

○

○

Takao
Yamaguchi

Academic
experts○

Tomiharu
Matsumoto
Kenji Akutsu

Legal

MedicalDoctor○○CertifiedPublicAccountant

○
○
○

24

○

Attorney