NON-CONFIDENTIAL

34th Ordinary General Meeting of Shareholders
Sosei Group Corporation | 第34回定時株主総会
27 March 2024| 2024年3月27日

Disclaimer
The material that follows is a presentation of general background information about Sosei Group Corporation and its subsidiaries (collectively, the “Company”) as of the date of this presentation. This material has been
prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities and should not be treated as giving investment advice to recipients. It is not targeted to the specificinvestment objectives, financial situation or particular needs of any recipient. It is not intended to provide the basis for any third party evaluation of any securities or any offering of them and should not be considered as arecommendation that any recipient should subscribe for or purchase any securities.
The information contained herein is in summary form and does not purport to be complete. Certain information has been obtained from public sources. No representation or warranty, either express or implied, by theCompany is made as to the accuracy, fairness, or completeness of the information presented herein and no reliance should be placed on the accuracy, fairness, or completeness of such information. The Company takes noresponsibility or liability to update the contents of this presentation in the light of new information and/or future events. In addition, the Company may alter, modify or otherwise change in any manner the contents of thispresentation, in its own discretion without the obligation to notify any person of such revision or changes.
This presentation contains “forward-looking statements,” as that term is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. The
words “believe”, “expect”, “anticipate”, “intend”, “plan”, “seeks”, “estimates”, “will” and “may” and similar expressions identify forward looking statements. All statements other than statements of historical facts included inthis presentation, including, without limitation, those regarding our financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to ourproducts), are forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to bematerially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding ourpresent and future business strategies and the environment in which we will operate in the future. The important factors that could cause our actual results, performance or achievements to differ materially from those in theforward looking statements include, among others, risks associated with product discovery and development, uncertainties related to the outcome of clinical trials, slower than expected rates of patient recruitment,
unforeseen safety issues resulting from the administration of our products in patients, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, thecompetitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, ourrelationships with affiliated entities, changes and developments in technology which may render our products obsolete, and other factors. These factors include, without limitation, those discussed in our public reports filedwith the Tokyo Stock Exchange and the Financial Services Agency of Japan. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonably based on
information currently available to the Company's management, certain forward looking statements are based upon assumptions of future events which may not prove to be accurate. The forward looking statements in thisdocument speak only as at the date of this presentation and the company does not assume any obligations to update or revise any of these forward statements, even if new information becomes available in the future.
This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities. Neither this presentation nor anything contained herein shall form the basis of any contract orcommitment whatsoever. Recipients of this presentation are not to construe the contents of this summary as legal, tax or investment advice and recipients should consult their own advisors in this regard.
This presentation and its contents are proprietary confidential information and may not be reproduced, published or otherwise disseminated in whole or in part without the Company’s prior written consent. These materials
are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
This presentation contains non-GAAP financial measures. The non‐GAAP financial measures contained in this presentation are not measures of financial performance calculated in accordance with IFRS and should not be
considered as replacements or alternatives profit, or operating profit, as an indicator of operating performance or as replacements or alternatives to cash flow provided by operating activities or as a measure of liquidity (ineach case, as determined in accordance with IFRS). Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, analysis of the Company's results reported in accordance with IFRS.
References to "FY" in this presentation for periods prior to 1 January 2018 are to the 12-month periods commencing in each case on April 1 of the year indicated and ending on March 31 of the following year, and the 9 month
period from April 1 2017 to December 31 2017. From January 1 2018 the Company changed its fiscal year to the 12-month period commencing in each case on January 1. References to "FY" in this presentation should beconstrued accordingly.
© Sosei Group Corporation. Sosei Heptares is the corporate brand and trademark of Sosei Group Corporation. Sosei, Heptares, the logo and StaR® are trademarks of Sosei Group companies.

2Agenda

123456783Opening Declaration
Report on number of voting rights
Audit Committee Report
Business Report
Matters to be Resolved

Q&AVoteClosing Declaration

1
開会宣言
Opening Declaration4

2
議決権個数のご報告
Report on the number ofvoting rights

5

3
監査委員会の監査報告
Audit Committee Audit Report6

4
2023年12月期の連結業績・事業報告
FY2023 Consolidated Results
Business Report7Full Year Financial Results incorporated growing PIVLAZ® sales
FY2023

1

Revenue of ¥12,766m ($91m) vs. ¥15,569m($119m) in 2022. Lack of new out-licensing upfrontpayments partially offset by PIVLAZ® sales in Japan.

2

3,426

Core Operating Loss of ¥3,076m ($22m) vs. Core
Operating Profit of ¥5,856m ($45m) in 2022.
Reflects the decrease in revenue and increased
costs (Idorsia acquisition and planned investment).

3
5,856
3,436

Net Loss of ¥7,193m ($51m) vs. Net Profit of ¥382m($3m) in 2022. Result impacted by non-cash costs(incl. PIVLAZ® amortization) and transaction relatedexpenditures.

4¥49bn ($348m) cash balance as at December 31,2023. Strong cash balance post issuance of newshares, third-party allotment and funding with low
interest rate bank loan.

(JPY million)
20,000Upfront

17,712

Milestone

15,56915,000

Revenue

8,842

10,00011,408

1,948

3,259

3,489

3,017

0

12,766
3,839

7,397

3,405
5,000

4,666

1
2

Royality/Other
Product Sales

2,754
6,173

(JPY million)
12,000

8,904

9,000
6,000

Operating
Profit /Loss

3,000

928

2,904

3,775

OP
Core OP0(3,000)(3,076)(6,000)(9,000)(9,526)(12,000)

FY20

FY21

FY22

1 Upfront fee revenue recognised at deal inception
2 Milestone revenue recognised at milestone event + deferred revenue releases

8FY23

Our auditors intend to issue unqualified audit reports for FY2023
Ernst & Young ShinNihon LLC (EY) have audited the Consolidated Financial Statements
and Parent Company Financial Statements for the full year ended December 31, 2023
EY have indicated that they intend to issue unqualified audit reports thereon
which will state that, in their opinion:
The financial statements present
fairly, in all material respects, theconsolidated financial position of theGroup as at December 31, 2023, andits consolidated financial performanceand its consolidated cash flows for theyear then ended in accordance with
International Financial ReportingStandards (IFRS).

9The non-consolidated financial
statements present fairly, in allmaterial respects, the nonconsolidated financial position of theCompany as at December 31, 2023,
and its non-consolidated financial
performance for the year then endedin accordance with accounting
principles generally accepted in Japan.

Management’s report on theeffectiveness of internal control overfinancial reporting, and its conclusionthat internal control over financial
reporting was functioning effectively,
are appropriately stated.

2023 in review – a transformative year
CORPORATEMILESTONES

IN-HOUSEDEVELOPMENT✓

Up-listed to Tokyo Stock
Exchange Prime Segment✓

PIVLAZ® receives Marketing
Approval in South Korea✓

Acquisition of Idorsia
Pharmaceuticals Japan &APAC (ex-China)✓

Japan NDA submission ofdaridorexant for insomnia✓

HTL’149 (GPR52 Ag) entered
Ph 1 trials for schizophrenia✓

HTL’723 (EP4 Ant) entered
Ph 1/2a trials for advanced
solid tumors✓

Landmark investment fromJapan Govt JIC VGI fundPARTNERED PROGRAMPROGRESS✓✓✓

Neurocrine initiates / willinitiate Ph 1 trials ofmuscarinic compounds(M1/M4, M1, M4 agonists) inneuropsychiatry
Pfizer initiates Ph 1 of once
daily oral GLP-1 Ag (PF’522)
Tempero Bio receives Ph 1 FDA
clearance of TMP-301 (mGlu5NAM) for substance abuse

2023 WAS A YEAR OF CORPORATE ACTION AND INVESTMENT FOR FUTURE GROWTH

10

Significant progress across our broad and diversified pipeline
IN-HOUSE

Pre-Discovery / Discovery

10+ PROGRAMS

PreclinicalPhase 1

GPR35 ag. HTL’477EP4 ant. HTL’732

IBD

Advanced solid tumours

Systemic lupus erythematosus

M1 ag.

EP4 ag. HTL’744

Lucerastat

Inflammatory Bowel Disease

Fabry disease

Neurology

GPR52 ag. HTL’149

Phase 2PPhase 3
Cenerimod

Filed

PDaridorexant

APAC*

Insomnia

P

APAC*

Commercial

P PIVLAZ®

APAC*

APAC*

P

Cerebral vasospasm

Oravi®
Mouth candidiasis

P

Schizophrenia

15+ PROGRAMS

M1M4 ag. NBI’570

CXCR4 mAb KY1051

Neurology

Immuno-oncology

Previous and ongoing
discovery collabs.

OX2 ag. ORX750
Narcolepsy

PARTNEREDP
Multiple

MultipleGIUltibro® Breezhaler®
COPDSeebri® Breezhaler®
COPDEnerzair® Breezhaler®

IBD

AsthmaDiabetes/MetabolicPP
AI-driven

PPAR2 peptide

Neurology

M1 pref. ag. NBI’567 P CCR6 ant. PF’894

Ongoing technology collabs.
AI-drivenM4 ag. NBI’568
Schizophrenia

P M4 pref. ag. NBI’569 P

Neurology
Inflammatory/NeurologyP

Gut-brain axis

MC4 ant. PF’669
Malnutrition

GLP-1 ag. PF’522

P

Metabolic diseases

mGlu5 NAM TMP-301P
Substance abuse: Exclusive license-out option: Exclusive opt-in rightP : 2023 progress
Note: Seebri®, Ultibro®, Enerzair® and Breezhaler® are registered trademarks of Novartis AG.
Pref. ag.: Preferring agonist

11Announced high-value collaboration with Boehringer Ingelheim (BI)GPR52 agonist

Global collaboration and option deal

• HTL0048149 is a first-in-class GPR52 agonist• €25 mil. upfront (funds the program for next 2 yrs)
+ €60 mil. option exercise fee (estimated in 2025)• Targets all 3 major symptoms of schizophrenia
DLPFC• Up to €670 mil. milestones+ Tiered royalties

A leading partnerfor neuropsychiatryStriatum
GPR52 & D2

vmPFC
Frontal Cortex
GPR52 & D1

• Leading expertise in mental health research andinnovation• Core focus on precision psychiatry approaches
in indications of high unmet patient need

JOINTLY FOCUSED ON ACCELERATING THE DEVELOPMENT OF THIS HIGHLY INNOVATIVE PROGRAM
Poulter et al. ACS Med Chem Lett. 2023;14(4):499-505; MacSweeney et al. SOBP 2020 (poster); MacSweeney et al. SIRS 2022 (poster)

12

Multiple strategic steps towards an integrated biopharma company…
1990s

2000s

20152023
JAPANKOREA

Founded by current Chairman,
Shinichi Tamura (‘90)

Tokyo Stock Exchange IPO (’04)

Acquired Heptares Therapeutics

Acquired Arakis (’05)•¥100m Series A financing (’92)•

Added respiratory assets
out-licensed to Novartis
and launched in 2012•

Royalties from ROW sales of •Ultibro®, Seebri®
and Enerzair® Breezhaler®* •¥400m Series B financing (’94)

Added a proprietary SBDD
platform, drug discovery
and early clinicaldevelopment capabilities
30+ programs across multiple
therapeutic areas

Acquired Idorsia Pharmaceuticals
Japan and Korea•

Added late-stage clinicaldevelopment capabilities andcommercial operations inJapan•

Japan and APAC (ex-China)**rights to Pivlaz™ anddaridorexant plus exclusive
rights to 7 additional clinicalstage programs

20+ partnerships with worldleading pharma and emerging
tech disruptors… CREATING A NEW LEADER FOR THE NEXT ERA OF MEDICINE
Note: *Seebri®, Ultibro®, Enerzair® and Breezhaler® are registered trademarks of Novartis AG.
**APAC (ex-China) territory includes Japan, South Korea, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, New Zealand, Philippines, Singapore, Taiwan, Thailand and Vietnam13

Nxera – Japan’s newest Prime-listed biopharma for the next era
Mission

FAST-TRACK GROUNDBREAKING MEDICINES THROUGH LEADING-EDGE SCIENCE AND TECHNOLOGY

VisionAs pioneers from Japan, lead the new era of biopharma and medicine, innovating for both Japanesepatients and the world

Name：
Nxera
Logo：

New
website14

New Logo of Nxera Pharma= “Next” + “Era”

Image of“N” of Nxera &Protein StructureWill be launched on April 1st (JST)Will merge IPJ and Sosei Co. to accelerate business integration

Nxera Pharma Co., Ltd.
Group Operations | 47 people

Nxera Pharma UK Limited

Nxera Pharma Japan Co., Ltd.

Nxera Pharma Korea Co., Ltd.

(formerly “Heptares Therapeutics”)
Cambridge | 173 staff(formerly “IPJ” and “Sosei Co.”)Tokyo | 131 staff(formerly “IPK”)
Seoul | 4 staff

Research & Drug Discovery

15

Drug Development & Commercial Operations

Drug Development & Commercial Operations•StaR®–SBDD Platform•

Clinical Development•Clinical Development•

Drug Discovery•

Regulatory Affairs•Regulatory Affairs•Translational Medicine•

Marketing Authorisation Holder•

Marketing Authorisation Holder•

Early Clinical Development•

Commercial Sales (direct and via partners)•

Commercial Sales (via partners)•Business Development

Objectives for FY2024 – positioning for long-term growth1

JPY 16 billion+ NHI sales for PIVLAZ®

2JNDA approval and launch daridorexant in Japan

3

Acquire/in-license at least one late-stage medicine for the Japan/APAC (ex-China) region

4

Execute at least one new major partnership, and initiate at least one new in-house Ph.1 study

5

PMI investment in new brand concept, plus systems and applications for efficiency and scalability

As pioneers from Japan, lead the new era of biopharma and medicine, innovating for both Japanese patients and the world

16

Core focus on Japan & APAC, global partners for the US/EU5/ROW
DISCOVERYEARLY CLINICALDEVELOPMENTCOMMERCIAL

INTERNAL PRODUCTS
APAC

EXTERNAL IN-LICENSED PRODUCTS

R&D
ENGINEDISCOVERY COLLABS

OUT-LICENSED / CO-OWNEDDIVERSIFICATION OF A PHARMA COMPANY, WITH THE UPSIDE OF A BIOTECH

17

Exposed to the fastest growing areas of medicine
Neuropsychiatry

Metabolic diseaseSignificant market opportunity

Multi-billion dollar market✓ Karuna: c.US$14bn (by BMS)
✓ Cerevel: c.US$9bn (by AbbVie)✓ GLP-1 ag. sales estimated to reachc.US$50 bn in 2024

Multiple first-in-class programs

Multiple programs with expert partners

Muscarinic agonists with

GLP-1 agonist (PF’522) with
Multi-target programs with

GPR52 agonists* with

In-house programs, upstream of incretins(a novel oral small molecule appetite suppressor)

PERFECTLY POSITIONED WITH THE RIGHT PARTNERS IN THE FASTEST GROWING AREAS OF MEDICINE*In-house program with exclusive licensing option agreement with BI
Source: Fierce Pharma (March 15, 2024)18

Several potential catalysts over the next 12 months(excluding new business development transactions)
PROGRAMPARTNERTIMING

EVENT

Achieved (Mar. 2024)

Ph.1 startAchieved (Mar. 2024)

Program reversion

Cenerimod

1H 2024

Exclusive opt-in decision

Lucerastat

1H 2024

Exclusive opt-in decision

Daridorexant (Sth Korea)

2H 2024

New Partnership & Ph.3 start

2H 2024

Potential NDA Approval

NBI-568 (M4 Ag)

2H 2024

Ph.2 completion

NBI-567 (M1 Ag)

2024

Ph.1 start

TMP-301 (mGlu5 NAM)

2024

Ph.2 start

ORX750 (Ox2 Ag)

2024

Ph.1 start

PIVLAZ® (Sth Korea)

1H 2025

New Partnership & Launch

P EP4 AgP GPR35 Ag

Daridorexant (Japan)

1 Co-development and co-promotion agreement with Mochida191

5決議事項Matters to be Resolved

20Proposal No.1
Partial amendments to the Articles of Incorporation
Current Articles of Incorporation(Corporate Name)
Article 1
The name of the Company shall be “Sosei Group Kabushiki Kaisha,”and shall be “Sosei Group Corporation” in English.

(Corporate Name)
Article 1
The name of the Company shall be “Nxera Pharma Kabushiki Kaisha,”and shall be “Nxera Pharma Co., Ltd.” in English.

(Head Office)
Article 3
The head office of the Company shall be located in Chiyoda-Ku, Tokyo,Japan.

(Head Office)
Article 3
The head office of the Company shall be located in Minato-Ku, Tokyo,Japan.

(Number of Directors)
Article 19
The Company shall have no more than ten (10) Directors.

(Number of Directors)
Article 19
The Company shall have no more than twelve (12) Directors.

(Newly established)

21

Proposed Amendments(Supplementary provisions)
1. The changes to Article 1 (Corporate Name) and Article 3 (HeadOffice) of the current Articles of Incorporation shall take effect from 1April 2024 (the “Effective Date”).
2. These Supplementary Provisions shall be deleted after the EffectiveDate.

Proposal No.2
Election of Nine (9) Directors
1Shinichi Tamura

Chairman of the Board, Chair of the Nomination
Committee, Member of the Compensation Committee

RE-APPOINTED

2

Christopher Cargill

Director, Representative Executive Officer, President &CEO, Member of the Compensation Committee

RE-APPOINTED

3Tomohiro Toyama

External Director, Chair of the Audit Committee,
Member of the Compensation Committee

RE-APPOINTED

EXTERNAL

INDIPENDENT

4

Kuniaki Kaga

External Director, Member of the Audit Committee

RE-APPOINTEDEXTERNALINDIPENDENT

5David Roblin

External Director, Chair of the CompensationCommittee, Member of the Nomination Committee

RE-APPOINTED

EXTERNAL

INDIPENDENT

6Noriaki Nagai

External Director, Member of the Nomination
Committee, Member of the Audit Committee

RE-APPOINTED

EXTERNAL

INDIPENDENT

7Rolf Soderstrom

External Director, Member of the Audit Committee,
Member of the Compensation Committee

RE-APPOINTED

EXTERNAL

INDIPENDENT

8Miwa Seki

External Director, Member of the Audit Committee,
Member of the Nomination Committee

RE-APPOINTED

EXTERNAL

INDIPENDENT

9Eiko Tomita

External Director

RE-APPOINTEDEXTERNALINDIPENDENT

Note: Current positions and responsibilities at the Company are presented22

6
質疑応答
Q&A

23

7採決
Vote24

8
閉会宣言
Closing Declaration

23

Locations
SOSEI GROUPPMO Hanzomon 11F

Midtown East,

F17, 410 Teheran-Ro

Steinmetz Building

Burleigh on the Strand

2-1 Kojimachi,
Chiyoda-ku

9-7-2 Akasaka Minatoku

GangHam-Gu

Granta Park,355-359 StrandSeoul 06192

Cambridge CB21 6DG

London WC2R 0HS

Tokyo 102-0083

Tokyo 107-0052

South Korea

United Kingdom

United Kingdom

JapanJapan

Spaces Grosspeter
Tower
Grosspeteranlage 294052 Basel
Switzerland