May 11, 2022

To Whom It May Concern
Company:
Representative:

KYORIN Holdings, Inc.
Yutaka Ogihara
Representative Director, President(Security Code: 4569, TSE Prime)

Contact:

Telephone:

Yoshinori Tanifuji
Director, Management Strategy &Planning Division Corporate Planning+81-3-3525-4707

Absorption Type Merger (Simplified Merger and Short-Form Merger) of Wholly
Owned Subsidiary KYORIN Pharmaceutical Co., Ltd., Change of Trade Nameand Partial Amendment to Articles of Incorporation
As previously announced in “Notice of Merger Preparations at Consolidated Subsidiary
KYORIN Pharmaceutical Co., Ltd.” as of February 4, 2022, KYORIN Holdings, Inc. (the“Company”) hereby announces that its Board of Directors, at its meeting today, passed aresolution to conduct an absorption-type merger of wholly owned subsidiary KYORIN
Pharmaceutical Co., Ltd. (head office: Chiyoda-ku, Tokyo; Representative Director, President
and CEO: Shigeru Ogihara, “KYORIN Pharmaceutical”) into the Company (“Merger”).
And also, its Board of Directors passed a resolution to propose to change the Company’s tradename (the “Change of Trade Name”) and amend part of the articles of incorporation of theCompany (the “Partial Amendment to the Articles of Incorporation”) at the 64th ordinary
general meeting of shareholders scheduled on June 24, 2022 (the “Ordinary General Meeting ofShareholders”).
Since the Merger is an absorption-type merger of its wholly owned subsidiary, some disclosure
items and details are omitted.
1. About the Merger(1) Purpose of the Merger
In the business environment surrounding the Company and its group companies (collectively,the “Group”), not only the degree of difficulty in new drug creation is increasing along withenormous R&D investment to be required, but also drug price revisions are implemented for awide range of ethical products annually, which are expected to affect the management of theGroup greatly.
In view of such rapid changes in the environment and the situation of the Company, theCompany will renovate the Group structure in 2023, when the Company will celebrate its 100thanniversary, in order to improve its business promotion function and management efficiency.
The Company shifts from a pure holding company structure to a business holding company
structure through the reorganization of the Group by absorbing KYORIN Pharmaceutical, themain business subsidiary of the Group, into the Company on April 1, 2023, and changes its tradename to "KYORIN Pharmaceutical Co., Ltd.” (reference: Attachment 1)

By renovating to a business holding company structure centered on KYORIN Pharmaceutical,
the new drug business will be placed at the core of the group management and strongly
promoted, while the generic drug business, infection-related business, and contract drug
manufacturing business will be developed in a complex manner. The Company will attain to aleap forward for the next 100 years.
(2) Outline of the Merger① Schedule for the Merger
Board of Directors resolution to commence February 4, 2022
merger preparations
Board of Directors resolution of merger
May 11, 2022
Date of execution of merger agreement
May 11, 2022
Date of absorption-type merger
April 1, 2023 (Scheduled)(Effective date of merger)*The Merger is simplified merger in accordance with Article 796, Paragraph 2 of theCompanies Act for the Company and is short-form merger in accordance with Article 784,
Paragraph 1 of the same act for KYORIN Pharmaceutical, and hence the Merger will be
conducted without resolutions on the general meeting of shareholders of either company.
② Form of the Merger
This Merger is expected to take the form of an absorption-type merger, with the Company
as the surviving company and KYORIN Pharmaceutical being dissolved.
③ Content of allotments related to the Merger
As KYORIN Pharmaceutical is a wholly owned subsidiary of the Company, no plans exist toissue new shares, funds or other assets as a result of the Merger. And also, no plans exit toaugment common stock or capital reserve in relation to the Merger.
④ Handling of share options and bonds with share options related to the Merger
No applicable items.
(3) Outline of Parties (as shown in Attachment 2)(4) Post-Merger Status (please refer to below 2 and 3)① Trade name: KYORIN Pharmaceutical Co., Ltd.
② Head office location: 6, Kanda Surugadai 4-chome, Chiyoda-ku, TOKYO 101-8311, JAPAN③ Representative: Representative Director, President and Chief Executive Officer, Yutaka
Ogihara④ Businesses： Manufacture, sale and purchases of prescription medicines⑤ Capital stock: 700 Million yen⑥ Fiscal year-end: March 31(5) Outlook for the future
As KYORIN Pharmaceutical is a wholly owned subsidiary of the Company, the impact of theMerger on consolidated financial results of the Group is expected to be minor. If it becomesapparent that the Merger is likely to materially affect such consolidated financial results, theCompany will provide timely notice of such expectations.
2. Change of Trade Name
(1) Reason for change
The Company will shift from a pure holding company structure to a business holding
company structure by the Merger, and change its trade name in order to inherit the drug
discovery and the pharmaceutical business of KYORIN Pharmaceutical.
(2) New Trade Name
KYORIN Pharmaceutical Co., Ltd.
(3) Effective Date to New Trade Name
April 1, 2023 (Scheduled)
Note: Change of Trade Name is conditional upon approval for the Partial Amendment tothe Articles of Incorporation at the Ordinary General Meeting of Shareholders andeffectiveness of the Merger.
3. Partial Amendment to the Articles of Incorporation(1) Purpose of change
The Company will change its trade name as described in above 2 and change the businesspurpose with shift from a pure holding company structure to a business holding company
structure.
(2) Detail of change① Change of trade name
② Change of purpose
Detail is as described in Attachment 3(3) Schedule of change
Date of the Ordinary General June 24, 2022 (Scheduled)
Meeting of Shareholders
Effective date of the Partial① Change of trade name: April 1, 2023 (Scheduled)
Amendment to the Articles of② Change of purpose: June 24, 2022 (Scheduled)
Incorporation
Note: The Partial Amendment to the Articles of Incorporation is conditional upon approval
for the Partial Amendment to the Articles of Incorporation at the Ordinary General Meetingof Shareholders.

(Attachment1: Merger Scheme)(Attachment 2: Outline of Parties)
Surviving Company in

Resolving Company in Absorption-Absorption-type mergertype merger(1) Trade Name
KYORIN Holdings, Inc.
KYORIN Pharmaceutical Co., Ltd.
(2) Head office location
6, Kanda Surugadai 4-chome,
6, Kanda Surugadai 4-chome,
Chiyoda-ku, TOKYO
Chiyoda-ku, TOKYO(3) Representative
Representative Director,
Representative Director, President
President and Chief Executive
and Chief Executive Officer,
Officer, Yutaka Ogihara
Shigeru Ogihara(4) BusinessBusiness strategy of the entire
Manufacture, sale and purchasesGroupof prescription medicines(5) Capital Stock
700 Million yen
4,317 Million yen(6) Establishment DateOctober 31, 1958
December 4, 1940
(7) Issued Shares
64,607,936 shares
74,268,150 shares(8) Fiscal year-end
March 31March 31(9) Major Shareholders The Master Trust Bank of Japan, KYORIN Holdings, Inc.
100%
(As of March 31,
Ltd. (Trust Account)
11.01%
2022)
Mykam Co., Ltd.
8.32%
Custody Bank of Japan, Ltd.
(Trust Account)
4.48%
Employee shareholding
association
3.66%
Banrina Co., Ltd.
3.35%
(10) Financial Condition and Result of Operations of Most Recent Fiscal year end (FY 2021)
Net Assets
124,507 Million yen
119,232 Million yen
Assets
171,924 Million yen159,980 Million yen
Net Assets Per Share
2,172.83 yen
1,605.43 yen
Net Sales
105,534Million yen
92,010 Million yen
Operating Profit
5,007 Million yen
2,859 Million yen
Ordinary Profit
5,569 Million yen
3,781 Million yenProfit
3,932 Million yen
2,620 Million yen
Earnings Per Share
68.62 yen35.28 yen(Attachment 3: Table of Comparison)
Current Articles of Incorporation(Trade Name)
Article 1. The trade name of the Company shallbe KYORIN Seiyaku Holdings Kabushiki
Kaisha, which is expressed in English as
KYORIN Holdings, Inc.
(Purpose)
Article 2. The purpose of the Company shall beto engage 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,
and transfer industrial property rights.
4) To carry out all business incidental to or
relating to any of the foregoing.

(Changes are underlined)
Proposed Amendments(Trade Name)
Article 1. The trade name of the Company
shall be KYORIN Seiyaku
Kabushiki Kaisha, which isexpressed in English as KYORIN
Pharmaceutical Co., Ltd.
(Purpose)
Article 2. The purpose of the Company shallbe to engage in the following
business:
１. Manufacture, purchase, sell, export
and import 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
and import of medical equipment,
medical instruments, measuring
equipment, and health equipment
３. Drug development testing,formulation research, safety testing,manufacture of investigational new
drugs, and consignment thereof
４. Manufacture, purchase, sale, export
and import of chemical foods, healthfoods, 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 andfats for fuel７. Purchase, sale, export and import offood
８. Purchase, sale, export and import oftelecommunications machinery andappliances, optical equipment,packaging equipment, ceramics, officesupplies, miscellaneous daily goods,
and textile products for apparelCurrent Articles of Incorporation

Proposed Amendments
９. Management, purchase, sale andlease of real estate and sports facilities
10. Printing and publishing
11. Advertising agency business
12. General leasing
13. Warehousing, freight transportation,and transport 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 ofdomestic and/or overseas companies
engaged in various business to control
and manage the business activities ofsuch companies
19. Provision of guidance on business
management to, and entrusted
administrative work for, othercompanies whose shares or equity theCompany owns
20. All business incidental to or relating
to any of the foregoing, andinvestment in business relating to thesame
Supplementary Provisions① The amendments to Article 1(Trade Name) shall take effect,
subject to the entering into effectof the absorption-type merger
under the merger agreement
between the Company andKYORIN Pharmaceutical Co., Ltd.
(concluded on May 11, 2022) as thecondition precedent thereto, upon
the said effective date.