These documents have been translated from a part of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translations.
Securities Code: 4820
(Date of dispatch) Mar. 12, 2024
(Start date of electronic provisioning measures)Mar. 6,2024

To Our Shareholders,
EM SYSTEMS Co., Ltd.
Representative Director and President

Hiromasa Kunimitsu

Notification of Convening of 41st Ordinary General Meeting of Shareholders
We thank you very much for your continued support.
You are cordially invited to the 41st ordinary general meeting of shareholders to be held as described below.
For this Ordinary General Shareholders’ Meeting, the Company has implemented measures related to electronic provision of the information
contained in General Shareholders’ Meeting etc. reference documents (electronic provision measures related matters). Please access theCompany's website under "Notice of the 41st Ordinary General Shareholders’ Meeting" to view this information.
The Company's website: https://emsystems.co.jp/ir/stock.html
In addition to the above website, the electronic provision measures related matters are also posted on the Tokyo Stock Exchange (TSE)website. To view this information, access the TSE website (TSE Listed Company Information Service) below, enter " イーエムシステムズ" inthe "Issue Name (Company Name)" field or our securities code "4820" in the "Code" field and perform a search, and then select "Basic
Information" and "Documents for Public Inspection / PR Information".
The Tokyo Stock Exchange (TSE) website (TSE listed company information service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
In such case, please exercise your right to vote by the close of business on Wednesday, March 27, 2024（5:15PM) ,Japan time in accordance with the procedures provided below and after careful consideration of the following reference
documents for the general meeting of shareholders.

Sincerely－

1 －Notes1.
2.

Date and Time
Venue

3.

Agenda of the
Meeting
Matters to be
Reported

Matters to be
Resolved
Agendum 1
Agendum 2
4.

March 28 (Thursday.), 2024 10:00 AM, Japan time
Conference Room, 3F, Shin-Osaka Brick Bldg.,
1-6-1 Miyahara, Yodogawa-ku, Osaka-shi
1. The business report, Consolidated fiscal documents and audit results of the consolidated
financial statements by auditors and the Audit and Supervisory Committee for the 41st
fiscal period (January 1, 2023 to December 31, 2023)
2. Reports on financial documents for 41st fiscal period (January 1, 2023 to December 31,
2023)
Appropriation of surplus
Election of seven (7) directors (excluding directors serving as Audit and Supervisory
Committee members)
Election of three (3) directors serving as Audit and Supervisory Committee members

Agendum 3
Procedure to exercise
voting rights(1) When exercising voting rights online
When exercising voting rights online, please read the Procedure for Online Voting on page 3, and vote by 5:15 PM
on Wednesday, March 27, 2024, Japan time.
(2) When exercising voting rights by paper ballot
Please indicate your approval or disapproval on the enclosed ballot and return it to us so that we receive the ballot
by 5:15 PM on Wednesday, March 27, 2024, Japan time.
End of Report◎ Please submit the enclosed ballot at the venue reception area when you arrive on the day of the meeting. We also askthat you bring this Notification of Convening with you when you come as a measure to conserve resources.
◎ If there are any modifications to the electronic provision measures related matters, a notice to that effect and details on the status ofmatters before and after the modifications will be posted on the Company's website above and on the TSE website.
◎ Regarding the electronic provision measures related matters, the following items are not included in the document to be delivered toshareholders who have requested in writing delivery of the document (the same document will be sent to shareholders who have notrequested delivery of the document at this General Meeting of Shareholders) in accordance with the provisions of the relevant laws andregulations and Article 17, Paragraph 2 of the Company’s Articles of Incorporation. In addition, the independent auditors and the Audit
and Supervisory Committee have audited the documents to be audited, including the following matters.
・For business-reports related, “Main business”,“Main offices and sales offices, etc.”,“Status of employees”,“Status of major lenders”, “Status of shares”, “Status of share acquisition rights”, “Overview etc. of information
on directors’ and other executives’ liability insurance contracts”, “Matters concerning external officers”, “Status ofauditors”, “Overview of system for ensuring appropriateness of operations and operational status of the system”
・for consolidated-statements related, “Statement of shareholders' equity” and “Notes to consolidated financial
statements”
・for financial-statements related, “Balance sheet”, “Income statement”, “Statement of shareholders’ equity”,
and “Notes to non-consolidated financial statements”
・Audit report related to consolidated financial statements
・Audit report related to financial statements
・Audit reports by the Audit and Supervisory Committee－

2 －Procedure for Online Voting
We ask that you agree to the following items before exercising voting rights online.
1. Website for Online Voting
Online voting is only possible through the following voting website designated by our company.
Address for voting website: https://www.web54.net
2. How to Vote
(1) For PC users
Please access the aforementioned website and use the Voting Code and Password listed on the enclosed voting form.
Then, enter yay or nay following the on-screen instructions.
(2) For smartphone users
When voting via smartphone, please read the QR code on the enclosed voting form. Then, enter yay or nay following
the on-screen instructions.
3. Handling of Votes(1) We ask that you vote as early as possible as the voting period only lasts until 5:15 PM March 27 (Wed.), 2024.
(2) If no indication of approval or disapproval of a proposal is made in the voting form, it will be considered anindication of approval. In the case that you vote both by online and paper ballot, we will consider the vote cast
online as the valid vote. In addition, in the case that you cast multiple online votes or votes via both PC andsmartphone, we will consider the final vote cast as the valid vote.
(3) Internet provider or telecommunications carrier fees (connection fees, etc.) incurred through usage of the voting
website shall be borne by the shareholder.
(4) The voting website may not be usable in some cases due to the Internet usage environment for PCs andsmartphones.
4. Handling of Passwords and Voting Codes(1) Passwords are valuable pieces of information used to verify that the individual voting is a legitimate shareholder.
Please handle it as carefully as you do your seals and PINs.
(2) The Voting Code printed on the ballot is valid for this general meeting only.
5. Inquiries on Operation Methods for PCs, etc.
(1) For questions on operation methods for PCs, etc. in relation to voting on the website, please contact the following.
Sumitomo Mitsui Trust Bank,
Stock Transfer Agency Web Support Hotline
TEL: 0120 (652) 031 (Business hours: 9:00～21:00)(2) For any other inquiries, please contact the following.
A. Shareholder with an account at a securities company
Please contact the securities company at which you hold an account.
B. Shareholder without an account at a securities company (Shareholder with a special account)
Sumitomo Mitsui Trust Bank,
Stock Transfer Agency Department
TEL: 0120 (782) 031 (Business hours: 9:00～17:00, excluding Saturdays, Sundays and holidays)
End of Report－

3 －Reference Documents for the General Meeting of Shareholders
Agenda and Reference Matters
Agendum 1.

Appropriation of surplus

In regard to term-end dividends for the 41st fiscal term, we wish for surplus to be appropriated as follows in considerationof achievements during the business year concerned as well as future business developments.
(1) Type of dividend assets
Cash.
(2) Total amount and other matters relating to allotments of dividend assets
Allotments of dividend assets to shareholders: ¥7 per one (1) ordinary share.
Total amount: ¥494,873,057
Note: Since we have paid an interim dividend of 4 yen per share, the annual dividend will be 14 yen per share.
(3) Effective date of surplus dividends
March 29, 2024
Agendum 2.

Election of seven (7) directors (excluding directors serving as Audit and Supervisory Committee members)

The terms of all eight (8) directors (excluding directors serving as Audit and Supervisory Committee members, this shallapply throughout this agendum.) will expire at the end of this general meeting. Accordingly, The Company wishes toproposes the election of seven directors. Moreover, in regard to this agendum, the company’s Audit and Supervisory
Committee has determined that all candidates for director are qualified. The candidates for director are as follows.

Candidate
No.

Name(Date of Birth)

Career Summary, Position and Responsibilities at the Company, and Status of Important Concurrent
Positions

Number ofCompany
Shares HeldJan. 1980: Founded the company; Representative director and president
Jun. 2001: Director of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd. (Current post)
Jun. 2011: Director of Yimeng Ruanjian Xitong Kaifa (Shanghai) Co., Ltd. (Current post)
Feb. 2015: Representative director of Brick Pharmacy Co., Ltd. (Current post)
Oct. 2015: Representative director, chairman and CEO of the company
Kozo Kunimitsu Apr. 2020: Representative director of ChoQi Co., Ltd. (Current post)
None
1Jun. 2020: Director supreme advisor of the company (Current post)(October 5, 1945) ■ Status of important concurrent positions
Director of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd.
Director of Yimeng Ruanjian Xitong Kaifa (Shanghai) Co., Ltd.
Representative director of Brick Pharmacy Co., Ltd.
Representative director of ChoQi Co., Ltd.
■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Reasons for election
Mr. Kozo Kunimitsu has directed administration of the company group for many years, ever since the company’s founding, and has led the entire group toward
growth in constant pursuit of innovation, including revenue base reinforcement through business model formation, administrative innovation to achieve
continuous business growth, etc. He is a candidate of reappointment for director because, due to the experience and knowledge he has cultivated throughout his
career, we have determined that he is perfectly qualified to supervise execution of the company’s business.
Feb. 2006: Joined the company; Executive officer and chief of Sales HQ
Jun. 2006: Managing director of the company, executive officer and chief of Sales HQ
Nov. 2012: Senior managing director of the company, executive officer and chief of Sales HQ
Oct. 2015: Director and president and COO of the company
Jun. 2019: Director and president, executive officer and COO of the company
Jun. 2020: Director and chairman of the company (Current post)
Jul. 2020: Director of ChoQi Co., Ltd.
Kenji Oishi
494,400
2(October 30, 1958) Oct. 2021: Director and chairman of ChoQi Co., Ltd. (Current post)sharesMar. 2023: Representative director of Good Cycle System Inc. (Current post)
Jun. 2023: Representative director of Unike Software Research Co., Ltd.(Current post)■ Status of important concurrent positions
Director and chairman of ChoQi Co., Ltd.
Representative director of Good Cycle System Inc.
Representative director of Unike Software Research Co., Ltd.
■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Reasons for election
Mr. Kenji Oishi has been in charge of overall management supervision and successor training as director and chairman since June 2020, making the most of
his experience as president of the company. He is a candidate of reappointment for director because, due to his accomplishments, extensive experience andknowledge and abilities relating to administration, we have determined that he will continue to be capable of contributing to the sustainable increase of
corporate value for the company group through.

－4 －Candidate
No.

Name
(Date of Birth)

Career Summary, Position and Responsibilities at the Company, and Status of Important
Concurrent Positions

Number ofCompany
Shares Held

Mar. 2000: Joined the company
Mar. 2000: General manager of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd.
Jul. 2002: Director of the company, executive officer and chief of the System Design Dept.
Oct. 2009: Director of the company, executive officer and chief of the Fukuoka branch
Jun. 2014: Managing director of the company, executive officer and chief of the Chain Pharmacy HQJul. 2018: Managing director in the company, executive officer and chief of the System Product Business
Dept.
Hiromasa
Jun. 2020: Representative director and president of the company, executive officer (Current post)
2,014,600
3Jul. 2020: Vice director of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd. (Current post)
Kunimitsu
sharesJul. 2020: Vice director of Yimeng Ruanjian Xitong Kaifa (Shanghai) Co., Ltd. (Current post)(June 29, 1974)
Jul. 2020: Director of ChoQi Co., Ltd. (Current post)
Jul. 2020: Director of EM Technology Laboratory Co., Ltd. (Current post)■ Status of important concurrent positions
Vice director of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd.
Vice director of Yimeng Ruanjian Xitong Kaifa (Shanghai) Co., Ltd.
Director of ChoQi Co., Ltd.
Director of EM Technology Laboratory Co., Ltd.
■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Attendance at the nomination and remuneration committees
100 %3 time/ 3 meeting■ Reasons for election
Mr. Hiromasa Kunimitsu has achieved outstanding results through his involvement in developing systems and launching businesses in China ever sincejoining the company, and he has led the company toward growth by presiding over the System Development Dept.
He was appointed representative director and president of the company in June 2020, and as head of the group, he is steadily implementing growthstrategies with his deep insight and great leadership. Judging based on these achievements, he will continue to be a candidate for director, and is anappropriate human resource for the sustainable improvement of the group’s corporate value.
Sep. 2008: Joined the company; Executive officer and chief of Management HQ
Jun. 2009: Director of the company, executive officer and chief of Management HQ
Oct. 2009: Director of the company, executive officer and chief of central Japan branch
Jun. 2014: Managing director of the company, executive officer and chief of Management HQ
Gen Aota
Apr. 2016: Managing director of the company, executive officer and chief of the Medical System Business
245,300
4(March 26, 1962) Dept.
sharesJul. 2018: Managing director of the company, executive officer and chief of the Administrative Planning HQ
Jun. 2020: Senior managing director of the company, executive officer and chief of the Administrative Planning HQ,

Jul. 2020: Senior managing director of the company, executive officer and chief of Management
Infrastructure Reform HQ (Current post)■ Attendance at the board meetings of directors
88 %15 times / 17 meetings■ Reasons for election
Mr. Gen Aota possesses extensive experience and broad knowledge due to serving in positions in Administrative Management, the Sales Dept. and the
Medical Systems Business Dept. He has also led the company toward growth by presiding over the Administrative Planning Dept. He is a candidate ofreappointment for director because, due to the experience and knowledge he has cultivated throughout his career, we have determined that he is perfectly
qualified to execute the company’s business.
Aug. 2000: Joined the company
Oct. 2001: Assistant manager of Accounting Dept., General Affairs Division, Management HQJul. 2004: Assistant manager of the company internal audit office
Apr. 2011: Chief of the company internal audit officeJun. 2011: Full-time auditor of the company
Oct. 2015: Auditor of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd. (Current post)
Oct. 2015: Auditor of Yimeng Ruanjian Xitong Kaifa (Shanghai) Co., Ltd. (Current post)
Jun. 2017: Executive officer of the company and chief of Management HQ
Jun. 2020: Director of the company, executive officer and chief of Management HQ54,500Jul. 2020: Auditor of EM Technology Laboratory Co., Ltd. (Current post)5
Megumi SekisharesSep. 2021: Auditor of Brick Pharmacy Co., Ltd. (Current post)(September 6,1972)
Mar. 2023: Director of the company, Senior executive officer and chief of Management HQ(Current post)
Jun. 2023: Director of Unike Software Research Co., Ltd.(Current post)■ Status of important concurrent positions
Auditor of Yimeng Ruanjian Xitong Kaifa (Nanjing) Co., Ltd.
Auditor of Yimeng Ruanjian Xitong Kaifa (Shanghai) Co., Ltd.
Auditor of Brick Pharmacy Co., Ltd.
Auditor of EM Technology Laboratory Co., Ltd.
Director of Unike Software Research Co., Ltd■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Reasons for election
Ms. Megumi Seki has held various positions in the administrative and internal audit departments, and based on her extensive experience as a corporate
auditor and strong financial and accounting expertise accumulated over the years in the accounting and finance department, it has been determined that
she can properly make management decisions and provide supervision, making her a candidate of reappointment for director.

－

5 －Candidate
No.

Name
(Date of Birth)

Career Summary, Position and Responsibilities at the Company, and Status of Important Concurrent
Positions

Number ofCompany
Shares Held

Mar. 1994: Joined Sogo Medical Co., Ltd.
Apr. 2001: Managing executive officer of Sogo Medical Co., Ltd., in charge of pharmacy business divisionNov. 2003: Representative director and president of MEDI-QOL Inc.
Apr. 2004: Managing executive officer of Sogo Medical Co., Ltd.
Jun. 2004: Managing director and executive officer of Sogo Medical Co., Ltd.
6
Sep. 2011: Joined Sugi Holdings Co., Ltd.
None
Takeshi Miyata
Mar. 2012: Director of Sugi Pharmacy Co., Ltd.
(December 18, 1964)
Mar. 2016: Representative director and pharmacist of Meditail Co., Ltd. (Current post)
Mar. 2021: External director of the company (Current post)■ Status of important concurrent positions
Representative director and pharmacist of Meditail Co., Ltd.
■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Attendance at the nomination and remuneration committees
100 %3 time/ 3 meeting■ Reasons for candidacy as an external director and outline of expected role
With his qualifications as a pharmacist, Mr. Takeshi Miyata has been involved in the dispensing business for many years working in areas such as store
development, operation, and management of pharmacies, and he has also served as the representative director and president of a specific health guidancebusiness company. His abundant experience and expertise in the healthcare and dispensing business in the expectation will greatly contribute to theenhancement of the group’s corporate value, continue to make him a candidate for external director.
Dec. 2009 Registered as an attorney-at-law of Chugaigodo Law Office (current post)
Apr. 2013 Adjunct Lecturer, Faculty of Pharmaceutical Sciences, Tokyo University of Pharmacy and Life
Sciences
Feb. 2015 Director of Pharmaceutical Human Resources Joint-Development Council (current post)
Mar. 2015 Director of Smart Health Care Association (current post)
Apr. 2015 Part-time Lecturer, Teikyo University Faculty of Pharmaceutical Sciences (current post)
Oct. 2015 Representative Director of Jaslead Co., Ltd. (current post)
Apr. 2016 External director of agt Co., Ltd.
Hidenori Akabane May 2016 External director of Good Cycle System Inc.
7
None
June 2018 External director of Sophia Holdings Co., Ltd. (current post)(February 21, 1975)
Mar. 2023: External director of the company (Current post)■ Status of important concurrent positions
Attorney at Law of Chugaigodo Law OfficeDirector of Pharmaceutical Human Resources Joint-Development Council (General incorporated association)
Director of Smart Health Care Association (General incorporated association)
Part-time lecturer, Teikyo University Faculty of Pharmaceutical Sciences
Representative Director of Jaslead Co., Ltd.
External Director of Sophia Holdings Co., Ltd.
■ Attendance at the board meetings of directors
100 %12 times / 12 meetings（After inauguration on March 23, 2023）■ Attendance at the nomination and remuneration committees
100 %1 time/ 1 meeting（After inauguration on March 23, 2023）■ Reasons for candidacy as an external director and outline of expected role
Hidenori Akabane will continue to be a candidate for external director of the board, as it is expected that he will provide useful advice and supervision of theCompany's overall management based on his knowledge and extensive experience, as advanced expert knowledge and broad insight both an attorney and apharmacist.

(Notes)
1. Candidates for director whose names are accompanied by “*” are new appointees.
2. There exist no special beneficial interest between the company and any of the candidates.
3. Mr. Takeshi Miyata and Mr. Hidenori Akabane are candidate for external directors.
4. Mr. Takeshi Miyata and Mr. Hidenori Akabane are currently external directors of the Company. At the conclusion of this General
Meeting of Shareholders, Mr. Takeshi Miyata and Mr. Hidenori Akabane will have served as external directors for three (3) years andone (1) year, respectively.
5. The company’s Articles of Incorporation stipulate that it is possible to enter into an agreement with external directors in which thecompany will bear liability up to the legally prescribed amount in good faith and in the absence of gross negligence. As such, in the eventthat Mr. Takeshi Miyata and Mr. Hidenori Akabane are reelected, the company intend to enter into such a limited liability agreementwith them.
6. Mr. Takeshi Miyata and Mr. Hidenori Akabane fall under independent judgment standards as external directors for the company andare considered independent officers based on the stipulations of the Tokyo Stock Exchange. The company continue to intend to havethem serve as independent officers in the case that them re-election are approved.
7. The Company has entered into a contract with an insurance company for liability insurance for officers, etc. pursuant to the provisionsof Paragraph 1, Article 430-3 of the Companies Act, and in the event that, as a result of a shareholder lawsuit, third-party lawsuit, etc.,
an insured party bears liability for damages for which the party concerned is legally responsible due to negligence, etc. In theperformance of duties, the damages concerned shall be covered by this insurance contract. We will bear the entire insurance premium.
If the candidate taking office, they will continue to be insured under the insurance, contract in question. (Thereafter, the insurance
contract will be renewed with the same details.)－

6 －Agendum 3.

Election of three (3) directors serving as Audit and Supervisory Committee members

The term of office for all 3 directors, who are members of the audit committee, will complete at the end of this general
meeting. Accordingly, we propose that three directors, who are members of the audit committee, be elected.
This agendum has been approved by the Audit and Supervisory Committee.
The candidates for director serving as an Audit and Supervisory Committee member are as follows.
Candidate
No.

Name(Date of Birth)

Career Summary, Position and Responsibilities at the Company, and Status of Important
Concurrent Positions

Number ofCompany
Shares Held

Apr. 2010: Director of Epson Sales Corp. and Service Support HQ
Jan. 2013: Joined the company
Feb. 2013: Executive officer of the company and Support sales executive manager
Apr. 2015: Executive officer of the company and Business promotion executive manager
Yasuhiro Matsubara
1Jun. 2016: Managing director of Cosmo Systems Co., Ltd. (Merged with the company in April 2021)
14,700 shares(February 26, 1956) Jul. 2020: Partner sales promotion manager of the company
Dec. 2020: Provisional director of the company (Audit and supervisory committee member)Mar. 2021: Director of the company (Full-time member of the Audit and Supervisory Committee) (Current
post)■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■Attendance at the audit committees
100 % 13 times /13 meetings■ Reasons for election
Mr. Yasuhiro Matsubara, as the general manager of the support and sales planning department of the company, has led the growth of the group andcontributed to the enhancement of the group’s corporate value. Taking advantage of his excellent personality and his knowledge, ability, and experience, heis judged to be able to supervise the management of the company accurately and fairly, and will be re-nominated as a candidate for director and member ofthe Audit and Supervisory Committee.
Sep. 2001: Joined TAC Co., Ltd.
Oct. 2002: Joined Asahi Auditing Firm (currently KPMG AZSA LLC)
Jun. 2005: Registered as a certified public accountant
Shinobu Okamoto Mar. 2013: Established Terado Shinobu Certified Public Accountant Office; President (Current post)
2
None
May. 2013: External auditor at AIT Corporation(April 14, 1976)
Mar. 2022: External director of the company (Audit and Supervisory Committee ) (Current post)■ Status of important concurrent positions
President and CPA, Terado Shinobu Certified Public Accountant Office■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Attendance at the audit committees
100 %13 times / 13 meetings■ Attendance at the nomination and remuneration committees
100 %3 time / 3 meeting■ Reasons for candidacy as an external director on the Audit and Supervisory Committee and outline of expected role
Shinobu Okamoto possesses broad experience and insight in financial affairs and accounting as a certified public accountant. She continues to be a
candidate for external director on the Audit and Supervisory Committee in the expectation that she will contribute to enhancing the supervisory functionsof the Board of Directors and provide appropriate advice and supervision from a professional accounting perspective. In addition, although she has no pastexperience of direct involvement in corporate management, the Company judges that she will be able to appropriately perform her duties as an external
director for the aforementioned reasons stated above.
April 1991: Assistant, School of Pharmacy, Nihon University
April 2002: Full-time lecturer, School of Pharmacy, Nihon University
April 2006: Professor, School of Pharmacy, Showa University
October 2010: Professor, School of Pharmacy, Nihon University
June 2016: Standing director, Japan Pharmaceutical Association (Current post)
June 2018: Director, Chiba Pharmaceutical Association (Current post)*
April 2020: Professor and dean, Faculty of Pharmaceutical Sciences, Teikyo Heisei University (Current
post)
3
Miwako Kamei
None
June 2020: Director, Association of Private Pharmaceutical Schools of Japan (Current post)(October 31, 1964)
Mar. 2022: External director of the company (Current post)■ Status of important concurrent positions
Professor and dean, Faculty of Pharmaceutical Sciences, Teikyo Heisei University
Standing director, Japan Pharmaceutical Association
Director, Chiba Pharmaceutical Association
Director, Association of Private Pharmaceutical Schools of Japan■ Attendance at the board meetings of directors
100 %17 times / 17 meetings■ Attendance at the nomination and remuneration committees
100 % 3 time / 3 meeting■ Reasons for candidacy as an external director on the Audit and Supervisory Committee and outline of expected role
Miwako Kamei is a qualified pharmacist and a clinical technologist who has been engaged in the pharmaceutical sciences and pharmaceutical industry formany years. Based on this experience and knowledge, it is believed that she can further enhance the soundness of the company’s management, making her
a new candidate for director and a member of the audit committee this term. In addition, although she has no past experience of direct involvement incorporate management, the Company judges that she will be able to appropriately perform her duties as an external director for the aforementioned
reasons stated above.

(Notes)

1. Candidates for director whose names are accompanied by “*” are new appointees.
2. There exist no special beneficial interest between the company and any of the candidates.
3. Ms. Shinobu Okamoto and Ms. Miwako Kamei are the candidates for external director on the Audit and Supervisory Committee.
4. Ms. Shinobu Okamoto is currently an external director on the Audit and Supervisory Committee of the Company, with a total time inoffice as an external director on the Audit and Supervisory Committee of two years of the conclusion of this general meeting of shareholders.
Ms. Miwako Kamei is currently serving as an external director, and her time in office as an external director will totally be two year by
the end of this general meeting.
5. The company’s Articles of Incorporation stipulate that it is possible to enter into an agreement with external directors in which thecompany will bear liability up to the legally-prescribed amount in good faith and in the absence of gross negligence. Ms. Shinobu
Okamoto has entered into such liability limitation agreement with the Company. If his reappointment is approved, the Company willcontinue the said liability limitation agreement with Ms. Shinobu Okamoto. Ms. Miwako Kamei has also entered into such liability－

7 －limitation agreement with Ms. Miwako Kamei as an external director, and if her appointment is approved, the Company will enter intosuch liability limitation agreement with her as an external director as a member of the Audit and Supervisory Committee.
6. Ms. Shinobu Okamoto and Ms. Miwako Kamei fall under independent judgment standards as external directors for the company, andare considered an independent officer based on the stipulations of the Tokyo Stock Exchange. The company continue to intend to havethem serve as independent officers in the case that their re-election is approved.
7. The Company has entered into a contract with an insurance company for liability insurance for officers, etc. pursuant to the provisionsof Paragraph 1, Article 430-3 of the Companies Act, and in the event that, as a result of a shareholder lawsuit, third-party lawsuit, etc.,
an insured party bears liability for damages for which the party concerned is legally responsible due to negligence, etc. in theperformance of duties, the damages concerned shall be covered by this insurance contract. We will bear the entire insurance premium.
If the candidate taking office, they will continue to be insured under the insurance contract in question. (Thereafter, the insurance
contract will be renewed with the same details.)[Reference] Management structure following approval of Agendum 2 and Agendum 3 (planned)
External
Independence

Expertise and Experience
Nomination
andAudit andFinancial
Human
Legal Affairs
remuneration Supervisory Management
Affairs,
Industry
Resources &&Risk
Sustainability
committee Committee
Strategy
Accounting &Knowledge
Personnel
Management
MemberFinance
Development

Name

Position

Kozo Kunimitsu

Directorsupremeadvisor●●Kenji Oishi

Director andchairman●●

Representative
director andHiromasa Kunimitsu
president,
executive officer
Seniormanaging
Gen Aota
director,
executive officer
Director,
SeniorMegumi Seki
executive officer〇●

Takeshi Miyata

Director〇〇

Hidenori Akabane

Director〇〇

Yasuhiro Matsubara

Director

Shinobu Okamoto

Director〇

Miwako Kamei

Director

〇

●

●

●

●

●

〇

●

〇

〇

●

〇

〇

●

8 －

●

●

●

●

●

●

※This is a list of up to three areas (up to four areas in the case of the president) in which we have particularly high expectations.

－

●

●

●
●

Sales &
Marketing●●●

DX, IT &Security