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
arising from the translation.
(Securities code: 4569)
June 2, 2021
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 63RD ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially notified that the 63rd 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 17, 2021.
1. Date and Time:
2. Place:

10:00 a.m. Japan time on Friday, June 18, 2021 (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 63rd fiscal year (from April 1, 2020 toMarch 31, 2021)
2. The Non-consolidated Financial Statements for the 63rd fiscal year (from April
1, 2020 to March 31, 2021)
Proposals to be resolved:
Election of Nine Directors
Proposal: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: Election of Nine Directors
The terms of office of all eleven Directors will expire at the conclusion of the Meeting.
We therefore propose that nine Directors be elected.
The candidates for Director are as follows:
Current positions and responsibilities
at the Company

No.

Name

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

Masahide
Sugibayashi

7

Noriyuki Shikanai

Executive Director

Reappointment

OutsideIndependent

8

Ken Shigematsu

Executive Director

Reappointment

OutsideIndependent

9

Hiromi Watanabe

Executive Director

Reappointment

OutsideIndependent

Executive Director
In charge of Generic Drugs Business
Executive Director
In charge of Intellectual Property andResearch and Development
Executive Director
In charge of Legal, Sales & Marketingand Healthcare Business

Attributes

Reappointment
Reappointment

Reappointment

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

2

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,
GeneralManager, Corporate Planning, inReappointment
charge of Finance & Accounting, KYORIN
Holdings, Inc.
June 2010
Senior Executive Director, General Manager,
27,628
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 andChairman of the Company, he has utilized his experience to provide advice and support at the Board of
Directors from a broad perspective and fully performed his role mainly in deciding important matters of theGroup as well as supervising business execution. The Company has judged that he is essential for theGroup’s future development and nominated him as a candidate for Director.
3

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,
1,870,953
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.

4

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.,
16,373
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 theCompany’s subsidiary and has abundant experience in businesses at research & development and sales
sections of the Group companies. As he currently serves as Representative Director, President and Chief
Executive Officer of 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 judged that he is essential for the Group’s future development and nominated him as a
candidate for Director.
5

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
Reappointment
Co., Ltd.
April 2015
Representative Director, President and Chief
Executive Officer, KYORIN Rimedio Co., Ltd.
10,285Michiro Onota
April 2015
Corporate Officer, KYORIN Holdings, Inc.
June 2017
Executive Director, KYORIN Holdings, Inc.
Executive Director, KYORIN Rimedio Co.,
(August 20, 1960) April 2018
Ltd. (current)
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. (current)
Reasons for nomination as a candidate for Director
Michiro Onota has abundant experience in businesses at research & development and production sectionsof the Group companies. Also, he has abundant experience in businesses and corporate management as hehas served as Representative Director, President and Chief Executive Officer of the Company’s subsidiary.
After taking office as the Company’s Executive Director, 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.

6

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 Clinical
Reappointment
Development Center, General Manager,
Discovery Research Management, KYORIN
Pharmaceutical Co., Ltd.
3,685
Senior Corporate Officer, Deputy General
Koichiro Hagihara April 2017Manager, Discovery Research HQs, Head ofClinical Development Center, KYORIN(May 1, 1959)
Pharmaceutical Co., Ltd.
June 2018
Executive Director, Deputy General Manager,
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. (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 in businesses and corporate management. 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.

7

No.

6

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1981
Joined Kyorin Yakuhin Co., Ltd.
April 2006
General Manager, Saitama-Chiba Branch,
Sales & Marketing HQs, KYORIN
Pharmaceutical Co., Ltd.
April 2009
General Manager, Tokyo Branch I, Sales &Marketing HQs, KYORIN Pharmaceutical Co.,Ltd.
April 2010
Corporate Officer, General Manager, Tokyo
Branch, Sales & Marketing HQs, KYORIN
Pharmaceutical Co., Ltd.
April 2012
Corporate Officer, Head of Sales & Marketing
Reappointment
HQs, KYORIN Pharmaceutical Co., Ltd.
April 2013
Senior Corporate Officer, Head of Sales &Marketing HQs, KYORIN Pharmaceutical Co.,
MasahideLtd.
10,685
Sugibayashi
April 2015
General Manager, General Affairs & Human
Resources, KYORIN Holdings, Inc.
(December 26,
April 2015
Senior Corporate Officer, General Manager,
1957)
Human Resources, KYORIN PharmaceuticalCo., Ltd.
April 2017
Senior Corporate Officer, Head of Sales &Marketing HQs, KYORIN Pharmaceutical Co.,Ltd.
June 2018
Executive Director, Head of Sales &Marketing HQs, KYORIN Pharmaceutical Co.,
Ltd. (current)
June 2019
Executive Director, in charge of Legal, Sales &Marketing, and Healthcare Business, KYORIN
Holdings, Inc. (current)
Reasons for nomination as a candidate for Director
Masahide Sugibayashi has abundant experience in businesses at sales and human resources sections of theCompany and the Group companies as well as in businesses and corporate management. After taking officeas the Company’s Executive Director, he has utilized his experience to promote the widespread use of theGroup companies’ products 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.

8

No.

7

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
October
1971
Passedthe
National
Bar
Examination
Reappointment
April 1974
Registered with Daini Tokyo Bar Association
OutsideMarch
1977
Established Shikanai Law Office (currently
Independent
Kyobashi Law Office) (current)
October 2002
Councilor, Keio University (current)
3,300
October
2010
Trustee,
Keio
University(current)
Noriyuki Shikanai
April 2012
Auditor, J. F. Oberlin University
June 2013
Outside Director, KYORIN Holdings, Inc.
(July 14, 1948)(current)
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.

9

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.
3,100
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.

10

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
Reappointment
GakuenOutsideApril 2011
Professor, Medical Science, College of
Independent
Nursing and Nutrition, Shukutoku University
November 2014 President, Tokyo Branch, Japan Medical
800
Women’s Association (current)
Hiromi Watanabe
April 2016
Professor, Graduate School of Nursing
Division of Nursing, Shukutoku University
April 2018
Neurology Department, Yokufukai Hospital,(July 23, 1947)
Total
Health and Medical Care Center for
9
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)
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 her role
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 andadvice 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 or
Yokufukai Hospital, Total Health and Medical Care Center for Seniors.
4. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe will have served as Outside Directors foreight years, four years and two 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 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 Directors, they will become the insured of the insurance
contract. The Company plans to renew the insurance contract in July 2021 with the same terms andconditions as described above.

11