Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of 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 otherforms of damages arising from the translation.
(Stock Code 4534)
June 5, 2024
(Start date for electronic provision measures: May 31, 2024)
To Shareholders with Voting Rights:
Naoyuki Mochida
Representative Director, President
Mochida Pharmaceutical Co., Ltd.
7, Yotsuya 1-chome, Shinjuku-ku, TokyoNOTICE OF
THE 86th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 86th Ordinary General Meeting of Shareholders of Mochida PharmaceuticalCo., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measuresand has posted matters to be provided electronically as “Notice of the 86th Ordinary General Meeting of
Shareholders” on the following website.
Company website:
https://www.mochida.co.jp/ir/shareholdersmeeting.html
In addition to the above website, the information is also posted on the Tokyo Stock Exchange (“TSE”) website.
Please access the TSE website below, enter “Mochida Pharmaceutical” in the “Issue name (company name)”field or “4534” in the “Code” field, and click on “Search” to find search results. Then, click on “Basic
information” and “Documents for public inspection/PR information” in this order to find “[Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting]” in the “Filed information
available for public inspection” section.
TSE website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting, you may exercise your voting rights in writing (by filling and posting the
Voting Rights Exercise Form attached to the Japanese original) or via the internet (https://evote.tr.mufg.jp).
Please review the Reference Documents (Informational Materials) for the General Meeting of Shareholders,and exercise your voting rights, which result to be reached by no later than 5:40 p.m. on Wednesday, June 26,
2024, Japan standard time.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan standard time

2. Place:

TKP Ichigaya building 8F, located at
8 Ichigaya-Hachimancho, Shinjuku-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 86th Fiscal Year (April
1, 2023 – March 31, 2024)
2. Report of the results of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
Matters to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eleven (11) Members of the Board
Proposal 3:
Election of One (1) Audit & Supervisory Board Member◎ When attending the meeting, please submit the Voting Rights Exercise Form attached to the Japaneseoriginal at the reception desk.
◎ Among the matters subject to electronic provision, the following matters are not included in the paperbased document delivered to shareholders who have requested such delivery in accordance with laws andregulations and Article 15, Paragraph 2 of the Company's Articles of Incorporation.
(1) System to Ensure Appropriateness of Business Activities in the Business Report(2) Summary of the Basic Policies Related to the Appropriateness of a Person to Control the Decisions on
the Financial and Business Policies of the Company in the Business Report(3) Summary of Special Efforts Contributing to the Realization of the Company’s Basic Policies in theBusiness Report(4) Summary of Efforts to Prevent the Decisions on the Financial and Business Policies of the Company
from Being Controlled by an Inappropriate Person in Light of the Company’s Basic Policies (Policy To
Large-Scale Acquisitions of the Company’s shares) in the Business Report(5) The Judgment of the Board of Directors and Reasons Thereof Concerning That Efforts in the Abovenoted (3) and (4) are Consistent with Basic Policies and the Common Interests of the Company’s
Shareholders, and do not Have an Objective for Maintaining the Position of the Members of theBoard and the Audit & Supervisory Board, etc. of the Company in the Business Report(6) Notes to Consolidated Financial Statements on the Consolidated Financial Statements(7) Notes to Non-consolidated Financial Statements on the Non-Consolidated Financial Statements
Note that matters listed above are included in the Consolidated Financial Statements and Non-Consolidated
Financial Statements audited by the Accounting Auditor when creating the accounting auditor’s report aswell as the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial
Statements audited by Audit & Supervisory Board Members in creating their audit report.
◎ Should the matters subject to electronic provision require revisions, the revised versions will be posted on
the Company’s website (https://www.mochida.co.jp/english/).
◎ If a change of location or other major changes on the operation of the General Meeting of Shareholders
occur due to a future situation, we will inform you on the Company’s website(https://www.mochida.co.jp/english/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company decides the amount of dividends, based on the Company’s basic policy to sustain stabledividend distribution while building adequate internal reserves for future business expansion, also recognizing
the importance of return of profits according to revenue. As such, the Company proposes the year-end dividend
for the Fiscal Year as follows:
Items concerning the Year-end Dividend(1) Category of dividend
Cash(2) Items concerning the allocation of dividend and its total amount40 yen per common share(The annual dividend per share will be a total of 80 yen including the interim dividend of 40 yen.)
The total amount of the year-end dividend will be 1,418,060,360 yen.
(3) Effective Date of the appropriation of surplus
June 28, 2024

-3-

Proposal 2:

Election of Eleven (11) Members of the Board

At the conclusion of this General Meeting of Shareholders, the term of office of all eleven (11) Membersof the Board will expire. Accordingly, the election of eleven (11) Members of the Board is proposed.
The candidates for Members of the Board are as follows:
No.
1

2

3

4
5
6
7
8

9

10

11

Current positions and responsibilities at theCompany

Name
Naoyuki Mochida[Reappointment]

Representative Director, President

Representative Director, Senior Executive Vice
Chu Sakata[Reappointment]
President, Assistant to the President, Operations ingeneralMember of the Board, Senior Executive Managing
Keiichi Sagisaka[Reappointment]
Officer, Pharmaceutical Business and Mochida
Healthcare
Member of the Board, Senior Executive Managing
Junichi Sakaki[Reappointment]
Officer, Business Development, Supervisor for
Business Promotion and Biomaterials Business
Member of the Board, Executive Managing Officer,
Yutaka Kawakami[Reappointment]
RA, QA and PV, Head of RA, QA and PV Division
Member of the Board, Executive Managing Officer,
Motoi Mitsuishi[Reappointment]
Planning & Administration, Head of Planning &Administration Division
Junichi Nezu
[New appointment] Executive Managing Officer, Research[Reappointment]
Tomoo Kugisawa[Outside]
Member of the Board[Independent][Reappointment]
Tomoaki Sonoda[Outside]
Member of the Board[Independent][Reappointment]
Shigeaki Yoshikawa[Outside]
Member of the Board[Independent][New appointment]
Mami Kobayashi[Outside][Independent]

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
May 1986
April 1988
April 1991
June 1997
January 1998
January 1999

1

Naoyuki Mochida(August 6, 1958)

April 2010

[Reappointment]
June 2016

2

Joined the Company
Earned an MBA from Indiana University in the
U.S.
Joined Ajinomoto Co., Inc.
Joined the Company
Member of the Board
Member of the Board, Senior Executive
Managing Officer
Representative Director, President (to thepresent)
Vice-Chairman of Mochida Memorial
Foundation for Medical and Pharmaceutical
Research
Chairman of Mochida Memorial Foundation for
Medical and Pharmaceutical Research (to thepresent)

Number ofshares of theCompany held

1,098,900[Reason for nomination as candidate for Member of the Board]
As Mr. Naoyuki Mochida has been in charge of management of the Company as Representative Director, he
has profound insight and ability, as well as abundant experience and achievements. As such, we propose hisreappointment as Member of the Board of the Company.
April 1982
Joined the Mitsubishi Bank, Ltd.
May 2007General Manager of Syndicated Finance Divisionand the Global Head of Syndication at the Bankof Tokyo-Mitsubishi UFJ, Ltd. (BTMU)
February 2009
Regional Head for the Middle East at BTMU
Advisor of the Company
June 2011
June 2011
Member of the Board, Executive Officer andAssistant Officer, Planning & Administration
June 2012
Member of the Board, Executive Officer,
Planning & Administration, Head of Planning &14,800Administration Division
June 2013
Member of the Board, Executive Managing
Chu Sakata
Officer(December 28, 1959)
June 2016
Representative Director, Senior Executive[Reappointment]
Managing Officer, Supervisor for Planning &Administration, Audits and Corporate Ethics
June 2017
Assistant to the President, Operations in general(to the present)
June 2021
Representative Director, Senior Executive Vice
President (to the present)[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements at financial institutions Mr. Chu Sakata has been in chargeof management of the Company as Representative Director and he has profound insight and ability. As such, we
propose his reappointment as Member of the Board of the Company.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
April 2003
April 2005
June 2007
April 2008
June 2009
June 2010
June 20133

Keiichi Sagisaka(July 26, 1957)
April 2015
[Reappointment]
June 2016
June 2021

Joined the Company
Head of Metropolitan Branch Office
Head of Tokyo Branch Office
Executive Officer
Deputy Head of Pharmaceutical Business
Division
Head of Pharmaceutical Business Division
Member of the Board, Executive Officer
Member of the Board, Executive Managing
Officer, Pharmaceutical Business, Head of
Pharmaceutical Business Division
Member of the Board, Executive Managing
Officer, Pharmaceutical Business
Member of the Board, Senior Executive
Managing Officer (to the present)
Pharmaceutical Business and Mochida
Healthcare (to the present)

Number ofshares of theCompany held

19,200[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements in the Company's Pharmaceutical Business, Mr. Keiichi
Sagisaka has been in charge of management of the Company as Member of the Board and he has profoundinsight and ability. As such, we propose his reappointment as Member of the Board of the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1993
July 2005
December 2006

July 2009

April 2010
June 2012
June 2014
June 2016

4

Junichi Sakaki(October 23, 1960)[Reappointment]

October 2018

June 2021
June 2022
January 2023
June 2023

Joined Ciba-Geigy AG
General Manager, Research Strategy andAlliances at Novartis Pharma K.K.
Joined Banyu Pharmaceutical Co., Ltd. Director,
Chemistry Department, Tsukuba ResearchLaboratories
Joined the Company
General Manager, Head of Research Planningand Management Department
Head of Discovery Research
Executive Officer, Deputy Head of Business
Development Division
Member of the Board, Executive Officer,
Business Development
Member of the Board, Executive Managing
OfficerMember of the Board, Executive Managing
Officer, Business Development and Biomaterials
Business
Member of the Board, Senior Executive
Managing Officer (to the present)
Business Development, Supervisor for
Biomaterials BusinessBusiness Development and Business Promotion,
Supervisor for Biomaterials BusinessBusiness Development, Supervisor for Business
Promotion and Biomaterials Business (to thepresent)

Number ofshares of theCompany held

10,400[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements in the Research Division of other pharmaceuticalcompanies and the Company's Research Division and Business Development Division, Dr. Junichi Sakaki has
been in charge of management of the Company as Member of the Board and he has profound insight andability. As such, we propose his reappointment as Member of the Board of the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
April 1998
October 2003

October 2005
December 2012

Yutaka Kawakami(September 30, 1959)
5[Reappointment]

June 2015
June 2017
April 2019
June 2019
June 2019
June 2022

Joined Eisai Co., Ltd.
Joined Pfizer Japan Inc.
Transferred to Office of Pharmaceutical Industry
Research of Japan Pharmaceutical Manufacturers
Association
Director of Clinical Submissions Department at
Pfizer Japan Inc.
Joined the Company
Deputy Head of Clinical Research andDevelopment Division
Executive Officer
Head of Clinical Research and Development
Division
Head of RA, QA and PV Division
Member of the Board, Executive Officer
RA, QA and PV, Head of RA, QA and PV
Division (to the present)
Member of the Board, Executive Managing
Officer (to the present)

Number ofshares of theCompany held

5,900

[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements at the Reliability Assurance Division of otherpharmaceutical companies and the Clinical Research and Development Division and RA, QA and PV Divisionof the Company, Dr. Yutaka Kawakami has been in charge of management of the Company as Member of theBoard and he has profound insight and ability. As such, we propose his reappointment as Member of the Boardof the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987
May 2012

June 2013
July 2015

May 2017
Motoi Mitsuishi(September 23, 1963)

June 2019

6[Reappointment]

June 2020
May 2023
June 2023

April 2024

Joined the Mitsubishi Bank, Ltd.
Regional Head for Thailand, Bangkok BranchManager at the Bank of Tokyo-Mitsubishi UFJ,
Ltd. (“BTMU”)
Executive Officer, Regional Head for Thailand,
Bangkok Branch Manager at BTMU
Executive Officer, Deputy Head of Asia &Oceania Group (in charge of special projects),
General Manager of Asia & Oceania Sales
Division, Singapore Branch Manager at BTMUManaging Executive Officer, Head ofTransaction Banking Group at BTMU
Representative Director, Deputy President at
Mitsubishi UFJ Research and Consulting Co.,Ltd.
Outside Corporate Auditor at the Nanto Bank,
Ltd.
Advisor of the Company
Member of the Board, Executive Managing
Officer (to the present)
Planning & Administration and Technonet, Headof Planning & Administration Division
Planning & Administration, Head of Planning &Administration Division (to the present)

Number ofshares of theCompany held

600

[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements at financial institutions and his managerial experience as
the Representative Director of a consulting company, Mr. Motoi Mitsuishi has been in charge of management of
the Company as Member of the Board and has profound insight and ability. As such, we propose hisreappointment as Member of the Board of the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
July 2012
April 2018

April 2020

7

Junichi Nezu
(November 3, 1966)[New appointment]

January 2021

July 2023
August 2023

Number ofshares of theCompany held

Joined Chugai Pharmaceutical Co., Ltd.
Research Head of Chugai Pharmabody Research(Singapore)
Associate Vice President, Head of Research
Division, Head of Discovery Pharmacology
Department at Chugai Pharmaceutical
Vice President, Head of Research Division at
Chugai Pharmaceutical
Vice President, Head of Project & Lifecycle
Management Unit R&D Portfolio Department at
Chugai Pharmaceutical
Joined the Company
Research Division, Research Supervisor
Executive Managing Officer, Research (to thepresent)0[Reason for nomination as candidate for Member of the Board]
Dr. Junichi Nezu has abundant experience and achievements in the research divisions of otherpharmaceutical companies and the Company. Based on the expectation that he will be able to fulfill his duties
appropriately as a Member of the Board of the Company by leveraging his profound insight, we propose his
appointment.
April 1987
Registered as an attorney-at-law (to the present)
Joined Tokyo Fuji Law Office
April 1995
Partner at Tokyo Fuji Law Office
April 2005
Professor at Omiya Law School
June 2006
Outside Corporate Auditor at OG Corporation
June 2012
Outside Director of the Company (to the present)
3,700
April 2019
Visiting Professor at Chuo University Law
Tomoo Kugisawa
School (to the present)(May 23, 1955)
January 2023
Representative at Tokyo Fuji Law Office (to thepresent)[Reappointment]
8[Outside][Independent][Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Tomoo Kugisawa is a registered attorney-at-law and well-versed in corporate legal affairs, reflecting his
profound insight into corporate management in the Company's management. As such, we propose hisreappointment as Outside Director of the Company. We expect him to utilize his profound insight to oversee
management of the Company by making appropriate statements and suggestions at Board meetings and, as amember of the Nomination and Compensation Advisory Committee, a non-mandatory advisory body to theRepresentative Directors, to provide advice on proposals of nomination/dismissal of senior members of theCompany's management team, nomination of candidates for Members of the Board and Audit & Supervisory
Board Members, and remuneration for Members of the Board and senior members of the Company's
management team, thus enhancing objectivity and accountability of such proposals.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2004
April 2006
October 2009

Tomoaki Sonoda(July 1, 1961)

April 2018
January 2020

9[Reappointment][Outside][Independent]

June 2022

Certified public accountant (to the present)
Professor at Keio University Faculty of Business
and Commerce (to the present)
Member of Contract Surveillance Committee,
Ministry of Internal Affairs and Communications(to the present)
Visiting Professor at Musashino University (tothe present)
Member of Third Bidding SurveillanceCommission, Ministry of Finance (to the present)
Outside Director of the Company (to the present)

Number ofshares of theCompany held

500

[Reason for nomination as candidate for Outside Director and overview of expected roles]
Dr. Tomoaki Sonoda has abundant expertise and experience as a university professor specializing inaccounting, reflecting his profound insight into corporate management in the Company’s management. As such,
we propose his reappointment as Outside Director of the Company. We expect him to utilize his profoundinsight to oversee management of the Company by making appropriate statements and suggestions at themeetings of the Board of Directors, and, as a member of the Nomination and Compensation Advisory
Committee, a non-mandatory advisory body to the Representative Directors, to provide advice on proposals of
nomination/dismissal of senior members of the Company's management team, nomination of candidates for
Members of the Board and Audit & Supervisory Board Members, and remuneration for Members of the Boardand senior members of the Company's management team, for the purpose of strengthening the objectivity andaccountability of such proposals.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977
April 2008

April 2010

April 2013
October 2016
December 2016
June 2017
December 202010

Shigeaki Yoshikawa(June 23, 1953)

April 2021

[Reappointment][Outside][Independent]

January 2022
June 2022
April 2023

June 2023

Joined Mitsubishi Corporation
Executive Officer, General Manager of Global
Strategy & Coordination Department at
Mitsubishi Corporation
Executive Officer, Chief Regional Officer for theEurope, Middle East and Africa CIS at
Mitsubishi Corporation
Executive Vice President, Regional CEO, Middle
East & Central Asia at Mitsubishi Corporation
Executive Vice President at Mitsubishi ResearchInstitute, Inc.
Executive Vice President, Representative
Director at Mitsubishi Research Institute, Inc.
Management Council Member at Fukushima
Medical University (to the present)
Full-time Senior Corporate Advisor at Mitsubishi
Research Institute, Inc.
Advisor to the Chancellor, Visiting Professor in
Department of Business Design; Research Fellow
at Institute of Current Business Studies, Showa
Women’s University
Senior Corporate Adviser at Mitsubishi ResearchInstitute, Inc.
Outside Director at Azbil Corporation (to thepresent)
Visiting Professor in Department of Business
Design; Research Fellow at Institute of Current
Business Studies, Showa Women’s University (tothe present)
Chairman and Representative Director of The
Japan Singapore Association (to the present)
Outside Director of the Company (to the present)

Number ofshares of theCompany held

300

[Reason for nomination as candidate for Outside Director and overview of expected roles]
As well as abundant experience and achievements at a general trading company and managerial experience
as Representative Director at a think tank/consulting company, Mr. Shigeaki Yoshikawa has reflected his
profound insight into corporate management in the management of the Company. As such, we propose hisreappointment as Outside Director of the Company. We expect him to utilize his profound insight to oversee
management of the Company by making appropriate statements and suggestions at the meetings of the Board of
Directors.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987
September 1988
October 1990
December 1994
October 2002

Mami Kobayashi(September 20, 1964)
11

April 2010

Number ofshares of theCompany held

Joined Nikkeisha, Inc.
Joined The Asahi Shimbun Company
Joined McKinsey & Company
Joined United Technologies Corporation (US)
Cultural Affairs Department, Library Director atMori Building Co., Ltd.
Cultural Affairs Department, Library Advisor atMori Building (to the present)0[New appointment][Outside][Independent][Reason for nomination as candidate for Outside Director and overview of expected roles]
Ms. Mami Kobayashi has abundant experience and achievements in knowledge management at companies,
including a corporate strategy consulting company and multinationals. Based on the expectation that she will beable to fulfill her duties appropriately as an Outside Director of the Company, we propose her appointment as
Outside Director of the Company. We expect her to utilize her profound insight to oversee management of theCompany by making appropriate statements and suggestions at the meetings of the Board of Directors.
Notes: 1. No special conflict of interests exists between the Company and any of the above candidates for
Members of the Board.
2. Mr. Tomoo Kugisawa, Dr. Tomoaki Sonoda and Mr. Shigeaki Yoshikawa are currently Outside
Directors of the Company. At the conclusion of this General Meeting of Shareholders, Mr. Tomoo
Kugisawa, Dr. Tomoaki Sonoda and Mr. Shigeaki Yoshikawa will have served for twelve (12) years,
two (2) years and one (1) year, respectively, as Outside Directors of the Company.
3. Mr. Tomoo Kugisawa, Dr. Tomoaki Sonoda, Mr. Shigeaki Yoshikawa and Ms. Mami Kobayashi are
candidates for Outside Directors. The Company has designated Mr. Tomoo Kugisawa, Dr. Tomoaki
Sonoda, and Mr. Shigeaki Yoshikawa as Independent Directors as prescribed in the regulations ofTSE, and subimitted to TSE accordingly. If their appointments (and reappointment) including Ms.
Mami Kobayashi are approved as proposed and they are appointed to Outside Directors, theCompany plans to appoint (or reappoint) them as such Independent Directors and submit to TSE
accordingly.
4. Although Mr. Tomoo Kugisawa has no prior involvement in corporate management other than as
Outside Director or as Outside Audit & Supervisory Board Member, and Dr. Tomoaki Sonoda has
no prior involvement in corporate management other than as Outside Director, the Company
believes that Mr. Tomoo Kugisawa and Dr. Tomoaki Sonoda will be able to execute their duties as
Outside Directors appropriately due to the "Reason for nomination as candidate for Outside Director
and overview of expected roles" as shown above.
5. The Company has, pursuant to the provisions of the Articles of Incorporation under the provisionsof Article 427, Paragraph (1) of the Companies Act, concluded agreements with Outside Directors
Mr. Tomoo Kugisawa, Dr. Tomoaki Sonoda and Mr. Shigeaki Yoshikawa, respectively, which limit
their liabilities as provided in Article 423, Paragraph (1) of the Companies Act. The maximum
amount of liability under those agreements is the minimum liability amount stipulated by laws andregulations. The Company plans to continue the said agreement if his/her reappointment is approved.
If this proposal is approved as proposed and Ms. Mami Kobayashi is appointed to Outside Director,
the Company plans to enter into an agreement with the same contents mentioned above with her.
6. The Company has concluded a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph (1) of the Companies Act to cover legal damages(such as court-ordered payments or settlement money), litigation expenses, or other expenses
incurred due to claim for damages made against any Members of the Board of the Company in thecourse of the execution of their respective duties.

- 13 -

For the purpose of avoiding the improper execution of duties by any Members of the Board of theCompany, compensation for damages and litigation expenses related to litigation against them by
the Company (excluding shareholders' representative lawsuits), and compensation for damages andlitigation expenses claimed due to their criminal acts are not covered by such insurance. Insurance
premiums for the special contract related to shareholders' representative lawsuits involving any
Members of the Board of the Company (approx. 10% of the basic premium borne by the Company)
are borne by any Members of the Board of the Company.
If this proposal is approved and each candidate assumes the position of Member of the Board, eachcandidate will be included as the insured under this insurance policy.
The Company plans to renew this insurance policy with the same contents during the term of officefor each Member of the Board.

- 14 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

At the conclusion of this General Meeting of Shareholders, the term of office of Mr. Kyosuke Wagai as
Audit & Supervisory Board Member will expire. Accordingly, the election of one (1) Audit & Supervisory
Board Member is proposed.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1977
September 1982
July 1991
July 2010
May 2016
June 2016

Kyosuke Wagai(February 5, 1953)

July 2016
June 2017[Reappointment][Outside][Independent]
June 2020

Joined Tohmatsu Awoki & Co. (presently
Deloitte Touche Tohmatsu LLC)
Registered as a certified public accountant (to thepresent)
Partner at Tohmatsu & Co. (presently Deloitte
Touche Tohmatsu LLC)
Executive Board Member of The JapaneseInstitute of Certified Public Accountants
Resigned from Deloitte Touche Tohmatsu
Outside Audit & Supervisory Board Member of
the Company (to the present)
Corporate Auditor of The Japanese Institute ofCertified Public Accountants
Outside Audit & Supervisory Board Member at
Tokyo Electron Ltd. (to the present)
Representative Director and Chairman at XBRLJapan Inc. (to the present)

Number ofshares of theCompany held

2,200

Outside Audit and Supervisory Board Member at
Nissay Information Technology Co., Ltd. (to thepresent)[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Kyosuke Wagai has abundant expertise and experience with audits as a certified public accountant,reflecting his profound insight into corporate management and audits in the Company’s audits. As such, we
propose his reappointment as Outside Audit & Supervisory Board Member of the Company.
Notes: 1. No special conflict of interests exists between the Company and Mr. Kyosuke Wagai.
2. Mr. Kyosuke Wagai is a candidate for Outside Audit & Supervisory Board Member. The Company
has designated Mr. Kyosuke Wagai as Independent Auditor as prescribed in the regulations of TSE,
and submitted to TSE accordingly. If his reappointment is approved as proposed and he is appointed
to Outside Audit & Supervisory Board Member, the Company plans to reappoint him as such an
Independent Auditor and submit to TSE accordingly.
3. Although Mr. Kyosuke Wagai has no prior involvement in corporate management other than as
Outside Audit & Supervisory Board Member, the Company believes that Mr. Kyosuke Wagai will
be able to execute his duties as Outside Audit & Supervisory Board Member appropriately due tothe “Reason for nomination as candidate for Outside Audit & Supervisory Board Member” asshown above.
4. Ms. Kyosuke Wagai is currently an Outside Audit & Supervisory Board Member of the Company.
At the conclusion of this General Meeting of Shareholders, Mr. Kyosuke Wagai will have servedfor eight (8) years as Outside Audit & Supervisory Board Member.
5. The Company has, pursuant to the provisions of the Articles of Incorporation under the provisionsof Article 427, Paragraph (1) of the Companies Act, concluded an agreement with Audit &- 15 -

Supervisory Board Member Mr. Kyosuke Wagai, which limits his liabilities as provided in Article
423, Paragraph (1) of the Companies Act. The maximum amount of liability under the agreement
is the minimum liability amount stipulated by laws and regulations. The Company plans to continue
the said agreement if his reappointment is approved.
6. The Company has concluded a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph (1) of the Companies Act to cover legal damages(such as court-ordered payments or settlement money), litigation expenses, or other expenses
incurred due to claim for damages made against Audit & Supervisory Board Members of theCompany in the course of the execution of their respective duties. For the purpose of avoiding theimproper execution of duties by Audit & Supervisory Board Member of the Company, each Audit& Supervisory Board Member shall bear compensation for damages and litigation expenses related
to litigation against them by the Company (excluding shareholders' representative lawsuits), andcompensation for damages and litigation expenses claimed for their criminal acts are not coveredby such insurance. Insurance premiums for the special contract related to shareholders'
representative lawsuits involving Audit & Supervisory Board Member of the Company (approx.
10% of the basic premium borne by the Company) are borne by Audit & Supervisory Board
Member of the Company. If this proposal is approved and Mr. Kyosuke Wagai assumes the positionof Audit & Supervisory Board Member, he will be included as the insured under this insurance
policy. The Company plans to renew this insurance policy with the same contents during the termof office for Mr. Kyosuke Wagai.

- 16 -

Chu Sakata

○

○

○

Members of the Board
Audit & Supervisory
Board Members

Junichi Sakaki○

Yutaka Kawakami○○

Junichi Nezu

○

○

○

○
Pharmacist○

Pharmacist

○

○

○

○

○

Attorney-at-law,
NY, U.S.A.
Pharmacist○

Tomoo Kugisawa○

Tomoaki Sonoda○

Shigeaki Yoshikawa

○

○

○

Mami Kobayashi

○

○

○

○

○

○

○

○

○

Attorney-at-law,
JPN
Certified public
accountant, JPN○

Masayoshi Takeda

○

○

○

Kyosuke Wagai○

Akiko Suzuki
Yoshifumi Miyata○

Pharmacist○

Yoshiharu Hashimoto

Certification○○

Keiichi Sagisaka

Motoi Mitsuishi

Legal Affairs, Compliance○

Finance, Accounting○

IT

International Experience○

Research and Development

Naoyuki Mochida

Name

Corporate Management

Business Strategy, Marketing[For Your Reference] Skill Matrix
The following shows the experience, knowledge, and capability, etc., of Members of the Board of
the Company and Audit & Supervisory Board Members upon approval of the Proposals 2 and 3
above:

○

○
○

○

○

Certified public
accountant, JPN
Attorney-at-law,
JPN○(Note) The list above does not cover all the experience, knowledge, and capability, etc., of each Member /candidate of the Board and the Audit & Supervisory Board of the Company.

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