(Securities Code: 2796)
August 9, 2023
(Date of commencement of electronic provision measures: August ４, 2023)

To Our Shareholders
Masayuki Akiyama, President & COO
Pharmarise Holdings Corporation
1-38-1 Chuo, Nakano-ku, Tokyo

Notice of Convocation of the 37th Ordinary General Meeting ofShareholders
We would like to take this opportunity to express our gratitude for your continued support of our operations.
Pharmarise Holdings Corporation (hereinafter “the Company”) will hold the 37th Ordinary General Meeting of Shareholders
as described below.
In convening this shareholders’ meeting, the Company has taken measures for electronic provision of information, and posted
matters to be provided electronically as “Notice of Convocation of the 37th Ordinary General Meeting of Shareholders” on thefollowing website on the Internet.
The Company’s website: https://www.pharmarise.com/en/ir/share_holder.html

In addition to the above, the information is also posted on the following website on the Internet.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowWe respectfully request that you exercise your voting rights, either by submitting your voting rights exercise form or via the Internet.
When exercising your voting rights in writing or via the Internet, please exercise your voting rights by 6:00 p.m. (JST) onTuesday, August 29, 2023.
Details
1. Date and Time
2. Venue

Wednesday, August 30, 2023 at 10:00 a.m. (JST)Belle Salle Shinjuku Grand Conference Center, 5F, Sumitomo Fudosan Shinjuku Grand Tower,
8-17-1 Nishishinjuku, Shinjuku-ku, Tokyo

3. Meeting Agenda
Reports 1. Business reports and consolidated financial statements for the Company’s 37th business term (from June 1,2022 to May 31, 2023) and audit result reports of consolidated financial statements by the accounting auditor
and the Audit & Supervisory Board.
2. Non-consolidated financial statements for the 37th business term (from June 1, 2022 to May 31, 2023)
Proposals
Proposal 1: Appropriation of Surplus
Proposal 2: Election of one (1) Substitute Audit & Supervisory Board Member〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

 When attending the meeting, please submit the enclosed voting rights exercise form at the reception desk to register your attendance.
 If there are any changes to the matters concerning the measures for the electronic provision, we will post the corrections on each website.

―1―Reference Documents for the Ordinary General Meeting of Shareholders
Proposals and Reference Issues
Proposal 1:

Appropriation of Surplus

Regarding the appropriation of surplus, the Company defines returns of profit to shareholders as one of the key management
issues and has a basic policy of making stable and constant distribution of results commensurate with business growth.
In accordance with this policy, the Company proposes that the appropriation of surplus for the 37th business term be madeas follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount
14 yen per common share of the Company, or 131,957,630 yen in total(3) Effective date of dividends of surplus
August 31, 2023

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Proposal 2:

Election of one (1) Substitute Audit & Supervisory Board Member

To ensure the continuity of audit work even if the number of Audit & Supervisory Board Members becomes less than thenumber required under laws and regulations, we ask shareholders to appoint one (1) substitute Audit & Supervisory BoardMember.
The appointment of the substitute Audit & Supervisory Board Member may be invalidated by resolution of the Board ofDirectors if the Member has not taken office yet and the consent of the Audit & Supervisory Board is obtained.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for an Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company,
and significant concurrent positions outside the Company
April 1987
February 1998
February 2012
March 2014
August 2015

Yutaka Numata(July 26, 1963)

October 2015
August 2016
March 2017
June 2017
June 2018August 2018
May 2020

Joined Yamaichi Securities Co., Ltd.
Joined Fuji Securities Co., Ltd. (now Mizuho Securities Co., Ltd.)
Joined the Company
Became Director of Kinugawa Chouzai Center Co., Ltd. (now PharmariseCo., Ltd.)
Became General Manager of Corporate Planning Department of theCompany
Became Director of Pharmarise & Higuchi Corporation (now PharmariseCo., Ltd.)
Became Executive Officer and Chief of Corporate Strategy Headquartersof the Company
Became Director of MC Co., Ltd. (now Pharmarise Co., Ltd.)
Became Director of Mythos Co., Ltd. (to present)
Became Director of Medical Front Corporation (to present)
Became Director of the Company (to present)
Became Director of WEEC, Inc. (to present)

Number of shares ofthe Company held

4,130 shares(Reason for appointment)
Mr. Yutaka Numata joined the Company in February 2012 and as since served as Director of various group companies. Currently, as Director,
he is producing results formulating management strategies that will help improve the Group’s performance and providing management
guidance to group operating companies. Mr. Yutaka Numata is familiar with the Group’s business, and the Company has determined that hewill properly execute the duties of the Audit & Supervisory Board Member of the Company. To ensure the continuity of audit work if thenumber of Audit & Supervisory Board Members becomes less than the number required under laws and regulations, the Company proposes
the appointment of Mr. Numata as a substitute Audit & Supervisory Board Member.
1. There are no special interests between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company. If any shareholders or third parties file a claim for damages and the insured are ordered to pay
the damages and court costs, etc., the damages and costs will be covered by the insurance. Mr. Numata is an officer of the Company andone of the insured persons of the insurance contract. If the appointment of Mr. Numata as a substitute Audit & Supervisory Board Member
is approved, he will remain one of the insured persons. The Company will renew the insurance contract without making any significant
changes during his term of office.

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(Reference) Table showing the expertise, knowledge, experience, abilities and other skills of Directors and Audit &Supervisory Board Members (skills matrix)
The key expertise, knowledge, experience, abilities and other skills possessed by the Company’s Directors and Audit &Supervisory Board Members are as follows.
OfficerCorporate
management

SalesStoredevelopment●

NameTitle

Toshimichi Ohno

Chairman & CEO●

Sayoko Ohno

Vice Chairman●

Masayuki Akiyama

President & COO●●

Keiko Matsuura

Senior Managing Director●●Yutaka Numata

Director

Hiroshi KannoDirector●Hiromu Tada

Outside Director●Norio Watanabe

Outside Director●Ichijo Toda

Outside Director

Yoshio Odaka

Audit & Supervisory Board Member●

Takayuki Enomoto

Outside Audit & Supervisory Board Member●

Tsuneo Sonobe

Outside Audit & Supervisory Board Member●―4―

Business strategy
M&A

Financialaccounting

Diversity andinclusion

Personnel andlabormanagement
HR development

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Legal affairs
ComplianceRiskmanagement

ESG
Sustainability

Dispensing
pharmacybusiness

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