NON – CONFIDENTIAL

st31 Ordinary General Meetingof Shareholders

Sosei Group Corporation | 第31回定時株主総会
24 March 2021 | 2021年3月24日

Agenda1

1Opening Declaration

2

Report on number of voting rights

3

Audit Committee Report

4

FY2020 Results and Business Report5

Report on Audit Results

6

Resolution

7

Q&A

8Vote1
開会宣言
Opening Declaration2

2
議決権個数のご報告
Report on the number ofvoting rights3

3
監査委員会の監査報告
Audit Committee Audit Report4

4
2020年12月期の事業報告
連結業績
FY2020 Consolidated ResultsBusiness Report5Another year of successful execution

Summary Financial Highlights for the 12 months ended 31 December 2020

1Revenue of ¥8,842m ($83m) vs. ¥9,726m ($89m) in prior corresponding period, driven by progresswith existing collaborations, and effective execution of new partnerships and co-investments

2Cash Earnings Profit of ¥2,904m ($27m) vs. ¥2,846m ($26m) in prior corresponding period, due torigorous focus on collaborative partnerships, strategic execution and cost control

3

Operating Profit of ¥928m ($9m) vs. ¥384m ($4m) in prior corresponding period, successfully achieving
our corporate goal to target sustainable and/or profitable results for the Full Year

4~$200m new growth capital raised, Japan’s largest biotech financing during COVID-19, to support
aggressive strategic growth plan

5Net cash inflow of ¥24.6bn ($246m), resulting in a robust cash balance of ¥40bn ($387m) at year end
Our unique and balanced business model is driving a sustainable financial profile

Note: USD:JPY FX rates used – 106.77 (FY2020) and 109.03 (FY2019)6

Our emphasis on collaborative drug discovery partnerships and coinvestments drove a balanced split of revenues
JPY million

USD million

12m ended
31 Dec 2019

12m ended
31 Dec 2020

12m ended
31 Dec 2019

12m ended
31 Dec 2020

Revenue

9,726

8,842

89.2

82.8

Cash Cost of Sales

(807)

(607)

(7.4)

(5.7)

Cash R&D(3,937)(3,411)(36.1)(31.9)Cash G&A(2,164)(1,995)(19.8)(18.7)

Other Cash Income

2875

0.3

0.7

Cash Earnings Profit

2,846

2,904

26.1

27.2

Non-Cash Costs(2,462)(1,976)(22.6)(18.5)

Operating Profit

3849283.5

8.7

Net Finance Costs

331

1,050

3.0

9.8(181)

(356)

(1.7)

534

1,622

1,432

1,479

Equity Accounted
Investments
Net Profit before
income tax
Net Profit

Note: USD:JPY FX rates used – 106.77 (FY2020) and 109.03 (FY2019)7

Revenue by Type
3%

25%

11%

10%
12m ended
31 Dec 2019

29%
62%

12m ended
31 Dec 2020

60%

12m ended 31 Dec 2019

12m ended 31 Dec 2020

Milestone¥6,012m$55.1m¥5,353m$50.1m

(3.3)

Royalty¥2,406m$22.1m¥2,544m$23.8m

4.9

15.2

Product Sales

¥276m

$2.5m

––13.1

13.8

Other¥1,032m

$9.5m

¥945m

$8.9m

Modest increases in investment to fuel programs, add new major
partners, and drive a step-up in our corporate valuation

UnchangedGuidance(Dec-21)

Cash R&D expenses

Cash G&A expenses¥4,000 to 5,000m¥1,800 to 2,300m

 Increased investment in HTL’878
selective M4 agonist program – anextremely valuable opportunity tosecure a new major partnership Continued build-out of Complianceand Governance capabilities

 Accelerate new first-in-class target
discovery and advance programs Implementation of Oracle Netsuite
ERP system

Investing today to drive growth tomorrow

8Organic growth plan driving our world-leading GPCR drug discovery
OBJECTIVES METORGANIC GROWTH PLAN

 Jan-20 – Orexin agonist
scientific breakthrough,triggering next tranche ofMedicxi funding (Orexia, Inexia)
 Dec-20 – Strategic technology
collaboration with Captor
Therapeutics for TargetedProtein Degradation
 H1 FY20 – CGRP ant. advanced
to Phase 1 ready H2 FY20 – mGlu5 NAM
advanced through Phase 1 Jun/Jul-20 – Enerzair®
approved in Japan and EU Sep-20 – CCR6 ant. starts Ph 1

Extend technology /platform leadership

Advance discovery anddevelopment pipeline

Generate high quality
novel candidates

Execute high valuepartnerships

All organic growth objectives successfully achieved

9OBJECTIVES MET
 H1 FY20 – Nomination of H4
ant. candidate for AtopicDermatitis H1 FY20 – Nomination of EP4
ant. candidate for I/O
 H1 FY20 – Nomination of GPR35
ag. candidate for IBD (which wasthen out-licensed to GSK) Jun-20 – AbbVie collaboration
targeting inflammatory diseases
 Nov-20 – Tempero Biocollaboration for mGlu5 NAM
 Dec-20 – Biohaven collaboration
for CGRP antagonist Dec-20 – GSK collaboration forGPR35 agonistWe continued to make excellent progress in collaborative drug
discovery, adding three new pharma partnerships in 2020
Partner

Active Partnered Program

Therapeutic Area

UF / Near Term Payments

Potential deal value1

2020 Collaboration and Licensing
Agreement for GPR35 agonist

Gastrointestinal,
immunology$44m$480m+

2020 Collaboration and Licensing
Agreement for CGRP antagonist

Neurology$10m$380m+

2020 Discovery Collaboration andOption to License2

Inflammatory andAutoimmune$32m$400m+

2019 Multi-target Collaboration

Multiple; Initial focus on
Gastrointestinal$26m$1.2bn+2019 Multi-target Collaboration

Multiple$26m$1.0bn+2015 Multi-target Collaboration

MultipleNil$1.8bn+2015 Collaboration and Licensing
Agreement for A2a antagonist

Immuno-oncology$10m$500m+$148m$5.9bn+TOTAL
1 Potential option fees, development, regulatory and commercial milestone payments, plus royalties on global commercial sales;
2 AbbVie has the option to expand the collaboration by an additional three targets

10We added multiple new partnered and in-house programs to our deeppipeline, which will drive more collaborations and value creation
Pre-Disc. /Discovery

Multi-target

Single target

Multiple

Outlicensed

Preclinical development

20+Metabolic

GPR35 ag.
IBD

Phase 1

13

CGRP ant.
Neurology

Phase 27

A2A ant.

Solid tumors

A2a ant. combo(s)mCRPCMulti-target

CCR6 ant.

Enerzair® Breezhaler®

COPD

IBD

AsthmaOravi®

Mouth candidiasis

CXCR4 mAb
TPD

Ion channel

PAR2 peptide

AI

Immuno-oncology

OX1/OX2 ag.

mGlu5 NAM

NarcolepsySARS-CoV-2 MPro
Coronaviruses

11COPDSeebri® Breezhaler®

T2DM/Obesity

Inflammatory

In-house /Not yet
partnered

Ultibro® Breezhaler®

GLP-1 ag.

MultipleSingle target

Co-owned
companies

4Multi-target

GI and otherCo-dev /Profitshare

Marketed

210+ programs
Neurology
GI / Inflammation
Immunology

Substance Use

GLP-2 ag. peptide
Intestinal failure

H4 ant.

Atopic Dermatitis

PAR2 mAb

Atopic Dermatitis

SSTR5 ag. peptide
Endocrine

GLP1 ant. peptide2

EP4 ant.

M4 ag. Backup

M4 ag. HTL’878

GPR52 ag.

M1M4 ag.

M1 ag. Backup

M1 ag. HTL’936/’318

Endocrine

Neurology

Immuno-oncology

Neurology

Neurology

Neurology

Partnered ProgramM1 ag1 HTL’318
DLB

Neurology

Neurology

Note: Seebri®, Ultibro®, Enerzair® and Breezhaler® are registered trademarks of Novartis AG. 1 Phase 2 trial of HTL0018318 for DLB in Japan has been withdrawn. The Group may resubmit a new clinical trial notification for HTL0018318 (oranother novel M1 agonist) to the Japanese Pharmaceuticals and Medical Devices Agency (PMDA) in the future. The option to license GLP1 antagonist peptide was not exercised before 31 December 2020 and therefore the program is currently
wholly in-house.

In-house Program
Recently regained
programIncrease our investment of the M4 agonist program while maintaining
investment in the other portfolio programs
ProgramCompoundStageFY2021

M4 agonist

HTL16878

Ph 1

Preparation for Phase 2

HTL18318
M1 agonist

M1 / M4
dual agonist

Ph 1

Data analysis /comparison
with backup

Undisclosed(M1 Backup)

Candidate Selection

Preclinical development

Undisclosed

Candidate Selection

Preclinical development

Portfolio Partnering Activity
Note: Progress schedule outlined for key muscarinic programs only.
*Budget allocation within the Muscarine program, not overall R&D budget allocation

12Toxicity
test

Active negotiations withmultiple potential partners

FY2022Phase 2start

Phase 2
trial activity

Prioritization of which
selective M1 agonist
program to progress, tobe decided by end of 2021

FY2021
Budget allocation*50%

25% 25% Targeting partnershipexecution by end of 2021

-We leveraged our SBDD platform to support COVID-19 research in2020, discovering a potent series of broad spectrum anti-virals
Program focused on inhibitors of SARS-CoV-2 main protease,a highly conserved protein essential for viral replication
ACE2

TMPRSS2

Endosomal entry
Exocytosis

Structure-based design approach has identified potent
compounds for further development as oral treatments for
SARS-CoV-2 infection and future coronavirus variants

Translation
Replication
Proteolysis

Virion assembly
ERGIC

Transcription
RTC

pp1a/ab

Program has advanced rapidly under an international
collaboration of companies led by Sosei Heptares as part of its
commitment to socially responsible investing

genomic RNA

MPro

Structural proteinsTranslation
ERnspsNow seeking partners with expertise in antiviral development for rapid progression of identified molecules
for this important global fight against SARS-COV-2 and future coronavirus variants

13Strategic growth plan driving corporate value expansion
STRATEGIC GROWTH PLANOBJECTIVE

Capital raisecompleted to pursue
revenue focuseddeals in 2021

Seek out revenuegenerating opportunities

Invest / collaborate innovel technologies

OBJECTIVE METOBJECTIVE MET

Add new technology
capabilities to ourSBDD platform

OBJECTIVE

Take steps to expand
beyond core GPCR
specialty

Expand drug target
classes beyond GPCRs



In-license late-stage
programs for Japan

Bring international
medicines toJapanese patients inareas of unmet need

Adding new revenues, and accessing new technologies, to expand our future-proof our capabilities

14

Collaborations in FY20



Collaborations in FY21

We are covering ~50% of the drug discovery landscape through thetactical expansion of our strategic collaborations
Established Modality

GPCR

Future potential Modality

Small Molecule

Antibody/Protein

68%

25%

Ion channel

18%

Celltherapy

7%

Nuclearreceptors16%Kinase

3%Others

30%: Proportion of new drugs approved by FDA (2015-2019) by modality

PartnerPartnerPartnerPartner: Proportion of small–molecule drugs that target major families (Nature Reviews Drug Discovery volume 16, pages19–34(2017))

15Genetherapy

TPD

33%
Partner(Specific AI area)

Drug
TargetPeptideLegendExpand drug target
classes beyond
GPCRs

Invest / collaborate
in noveltechnologies…

New TIV Framework - mid-term plan to pursue investments andexternal collaborations to hunt novel first-in-class drug targets
2021

2022

2023

INTERNAL THERAPEUTIC AREA INITIATIVES2024
PRE-DISCOVERY

TherapeuticAreaPE

MAXIMIZE EXISTING COLLABORATIONSNEW EXTERNAL COLLABORATIONS / ALLIANCES

TargetID• To support our Therapeutic Areas of Interest(GI/Immunology/Neuroscience)TV

TargetValidation

BMS

HID

DISCOVERY
H2L

Target validation

Systems
Biology

Investing in the next wave of future targets
mAb PLATFORM BUILD• Identify strategic partner to maximise
platform capability

Commencing 2021 we will aggressively expand our external technology collaborations and alliances
Note: PE = Protein Engineering; BMS = Biomolecular Structure; TV = Target Validation; HID = Hit Identification; H2L = Hit-to-Lead; LO = Lead Optimization

16LO

Realizing a sustainable future and improving shareholder value
1Realizing a sustainable future•

Since its foundation in 1990, Sosei Heptares has expanded its business with the vision of becoming one ofJapan’s global biotechnology and drug discovery champions•Based on our corporate vision, we are committed to supporting the healthy and prosperous lives ofpeople around the world as a cutting-edge science-led company, specializing in drug discovery and earlystage drug development•In a broader sense, we aim to fulfill our social responsibilities to our stakeholders, including patients,shareholders, business partners, employees and society

217Improving shareholder value through sustainable growth•

Company-driven ESG (Environmental, Social and Governance) focused initiatives are increasingly
garnering public attention, which look to address the Sustainable Development Goals (SDGs) adopted by
the United Nations in 2015•

We aim to achieve growth sustainably and improve shareholder value by generating economic value aswell as contributing societal value

Key ESG initiatives of the GroupEngaging with society & community

Reducing energy use

Reducing waste and efficient water use

Environment

SocialPromoting diversity & employee benefits

Dialogue with shareholders & society

Promoting efficiency in drug discovery

Contributing to the scientific community

Corporate GovernanceCompliance

Governance

Meeting unmet medical needs

Based on our current business profile, we are focused on 9 ESG initiatives (covering 10 of the 17 SDGs)
Source: United Nations
Note: ESG stands for “Environmental, Social and Governance”. SDG stands for “Sustainable Development Goals”
LINK: https://https://www.soseiheptares.com/investors/sustainability.html

18Key ESG related KPIs of the Group
Environment

SocietyGovernance

CO2 emissions from
R&D facility per person

Diversity

Corporate Governance

2020
2019

4.17 tons
5.07 tons

Promoting efficiency
in drug discovery# of new drug candidates created*

6 54th/2,258 companies
Total Licensing Size**

1tn+

7th/

All pharmaceuticalcompanies in the world

Female employees
in senior management

26％

Employees fromoutside Japan

78％

Contributing tothe scientific community
Scientific publications
Structures solved200+300+External Directorsof the Board of Directors

83％(The highest inthe Japanese pharma industry)
Non-Japanese External Directorsof the Board of Directors

Applied SBDD capabilities
to global COVID-19 Program* The number of new drug candidate progressed to pre-clinical or clinical studies globally in the past 5 years (2015-2019), compiled from original company announcements **Evaluate Pharma
LINK: https://https://www.soseiheptares.com/investors/sustainability.html

1933％

Three guiding principles of ESG

1

Be relevant and proactive – invest in ESG initiatives relevant
to our company and the industry we operate in, and strive forcontinuous improvement2

Be guided by altruistic principles – Consider how best to use
our skills and resources to help others the mostShibusawa Eiichi

3Embrace Gapponshugi – the concept of ethical capitalism,promoting the interests of not just shareholders, but all
stakeholders, including customers, employees, suppliers andcommunities

Source: The Shibusawa Memorial Museum material

20

Widely known as the father of Japanese
capitalism and a strong advocate ofConfucius’ learning in modern Japan

Priority objectives for FY2021

Progress the organicgrowth plan

Being an ESG leader

•
•

21

Promote sustainable ESG
practices and policies acrossglobal business
Establish collaborations withindustry partners to further
develop candidates as oral
treatments for humancoronaviruses

Execute on the strategic
growth plan•

Extend technology / platform
leadership••

Generate high quality
Preclinical-stage candidates•••

Advance discovery anddevelopment pipeline
Execute 2-3 new high value
collaborations and/or coinvestments•

Seek out revenue-generating
opportunities
Invest / collaborate in novel
technologies and expand
drug target classes beyond
GPCRsIn-license late-stage assets
for Japan market

5
連結計算書類の監査結果報告
Report on Audit Results on theConsolidated Financial Statement
22

6
決議事項
Matters to be Resolved

23Proposal 1

Election of Six (6) Directors
Chairman of the Board

SHINICHITAMURA

RE-APPOINTED

Representative Executive Officer,
Chairman, President and CEO
Chairman of the Nomination
Committee

SHINICHIDAVID ROBLINTAMURA

Executive Director
Member of the Nomination
Committee
Member of the Compensation

TOMOHIROTOHYAMA

Chairman of the Audit Committee
Member of the Compensation
Committee

RE-APPOINTED
EXTERNAL

INDEPENDENT

Executive Director

RE-APPOINTEDMember of the Audit Committee

NORIAKI NAGAI

EXTERNAL
INDEPENDENTINDEPENDENT

Executive Director
Member of the Nomination

KUNIAKI KAGACommittee
Member of the Audit Committee

INDEPENDENT
Note: Current positions and responsibilities at the Company are presented

24

Executive Director

RE-APPOINTED
EXTERNAL

EXTERNAL

Committee

Member of the Compensation
Committee
Executive Director

RE-APPOINTEDROLF
SODERSTROM

Member of the Audit Committee
Member of the Compensation
Committee

RE-APPOINTED
EXTERNAL
INDEPENDENT

7
質疑応答
Q&A25

8採決
Vote26