This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original
shall prevail. Sosei Group Corporation makes no warranty of any nature as to the accuracy of thisEnglish translation and assumes no responsibility for this translation or for direct, indirect or any otherform of damages arising from the translation.
TSE Securities Code: 4565
March 12, 2019

To Shareholders:

2-1 Kojimachi, Chiyoda-ku, TokyoSosei Group Corporation
Chairman of the Board,
Representative ExecutiveOfficer, Chairman,President and CEO

Shinichi Tamura

Notice of the 29th Ordinary General Meeting of Shareholders
Sosei Group Corporation (the Company) would like to inform you that the 29th Ordinary
General Meeting of Shareholders of the Company (the “Meeting”) will be held as follows, andwould be grateful if you would attend the Meeting.
If you are unable to attend the Meeting, you may exercise your voting rights in writing or via
the Internet. Please read the Reference Documents for the Ordinary General Meeting ofShareholders in this document and exercise your rights by 5:00 p.m. on Tuesday, March 26, 2019.
Yours sincerely

Date and Time

Wednesday, March 27, 2019 at 10:00 a.m. (Reception start: 9:00 a.m.)(Effective the 29th fiscal year, the Company’s year-end date for the fiscal year has
been changed from March 31 to December 31. As a result, the date of the Meeting isat a substantially different time of the year compared with the date of last year’s
Ordinary General Meeting of Shareholders (June 22, 2018).

Venue

Fuji-No-Ma Hall, 4th Floor, Hotel Grand Arc Hanzomon Hotel
1-1, Hayabusa-cho, Chiyoda-ku, Tokyo, Japan
Please refer to “Access to Meeting of Shareholders Venue” at the end.

AgendaMatters to bereported:

Matters to beresolved:
Matters relating toInternetDisclosure

1. Business Report, Consolidated Financial Statements, andReports of Independent Auditor and the Audit Committee on theConsolidated Financial Statements for the 29th fiscal period (fromApril 1, 2018 to December 31, 2018)
2. Report on the Non-Consolidated Financial Statements for the29th fiscal period (from April 1, 2018 to December 31, 2018)
Proposal - Election of Six (6) Directors(1) Of the documents that should be provided with this notice, the following matters
are listed on the Company’s Internet website in accordance with laws andregulations and Article 14 of the Articles of Incorporation and not provided with thisnotice. Therefore, the documents provided with this notice are only part of thedocuments over which the Audit Committee and Independent Auditor conducted anaudit and prepared audit reports.
1) “Stock acquisition rights (“stock options”), etc.” and “Systems for ensuring theappropriateness of operations and their operating status” in the business report
2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated
Financial Statements” in the consolidated financial statements3) “Non-Consolidated Statement of Changes in Equity” and “Notes to the NonConsolidated Financial Statements” in the non-consolidated financialstatements(2) Should any revisions be made to the Reference Documents for the Ordinary
General Meeting of Shareholders, Business Report, Non-Consolidated Financial
Statements or Consolidated Financial Statements prior to the date of the Meeting,
the Company will provide notice through disclosure on its website as follows.
Website of the Company (https://www.soseiheptares.com/)

1ProposalElection of Six (6) Directors

The terms of office of all five existing Directors will expire upon conclusion of the Meeting. Toenhance the supervisory function of the Board of Directors, the Company wishes to appoint one
more External Director. Accordingly, the election of six Directors, including one new Director, shallbe proposed. The proposal is presented based on a decision by the Nomination Committee.
The candidates are as shown below.

CandidateNo.

Name

1

Shinichi Tamura

2

Tomohiro Tohyama

3

Julia Gregory

4

Kuniaki Kaga

5David Roblin

6

Noriaki Nagai
Reappointed
Newly appointedExternalInd

Current positions andresponsibilities at the Company

Chairman of the Board
Representative Executive Officer,
Chairman, President and CEO
Chairman of the Nomination
Committee; Member of theCompensation Committee
External Director
Chairman of the Audit Committee;
Member of the Compensation
Committee
External Director
Chairman of the Compensation
Committee;
Member of the Audit Committee
External Director
Member of the Nomination
Committee;
Audit Committee
External Director
Member of the Nomination
Committee;
Compensation Committee

Number oftimes
attended
Board ofDirectors
Meetings

Attribute

21/21

Reappointed

times

21/21

ReExternal
appointedtimesReExternal
appointed

Ind

18/21

ReExternal
appointed

Ind

13/15

ReExternal
appointed

Ind

14/15

Newly
External
appointed

Ind–Candidate as Reappointed Director
Candidate as Newly appointed Director
Candidate as External Director
Independent Director in accordance with the listing regulations of stock
exchanges

2

times

times

times

Notes 1. There is no special conflict of interests between the Director candidates and the Company.
2. Mr. Tomohiro Tohyama, Ms. Julia Gregory, Mr. Kuniaki Kaga, Dr. David Roblin, and Mr. Noriaki Nagai arecandidates for External Directors.
3. Summary of liability limitation agreements with the candidates
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company entered into an agreementthat limits liability for damages under Article 423, Paragraph 1 of the said Act with each of Mr. Tomohiro
Tohyama, Ms. Julia Gregory, Mr. Kuniaki Kaga, and Dr. David Roblin. The limit on the liability for damages
under the agreements is the minimum amount of liability stipulated in Article 425, Paragraph 1 of theCompanies Act.
4. If this proposal is approved at the Meeting, the Company intends to continue the liability limitation agreementswith Mr. Tomohiro Tohyama, Ms. Julia Gregory, Mr. Kuniaki Kaga, and Dr. David Roblin stated in 3. above andto conclude liability limitation agreements equivalent to the agreements stated in 3. above with Mr. NoriakiNagai.
5. Mr. Kuniaki Kaga and Dr. David Roblin were elected Directors at the 28th Ordinary General Meeting ofShareholders held on June 22, 2018, and accordingly, the number of times they attended meetings of theBoard of Directors since their assumption of office are as stated above.
6. The Company has notified Tokyo Stock Exchange, Inc. (hereinafter referred to as the “Tokyo Stock Exchange”)
of Ms. Julia Gregory, Mr. Kuniaki Kaga, and Dr. David Roblin as Independent Directors in accordance with theregulations of the same Exchange.
7. If this proposal is approved at the Meeting, the Company intends to notify the Tokyo Stock Exchange of theappointment of Mr. Noriaki Nagai as an Independent Director in accordance with the regulations of the sameExchange.

3

CandidateNo.

1
Reappointed

Shinichi Tamura

No. of shares owned:(Born 9/17/1949, Male)

1,136,400

Term of office as Board Director:

29 years

Attendance at Board Meetings:

21/21 times[Career summary, and positions and responsibilities at the Company]
Apr. 1978
Feb. 1987
Jul. 1989
Jun. 1990
Jun. 2005
Mar. 2012
Jun. 2016

Jan. 2019

Joined Fujisawa Pharmaceutical Co., Ltd.
(current Astellas Pharma Inc.)
Joined Genentech Limited
Representative Director & President, Genentech Limited
Representative Director & CEO of the Company
Board Director, Representative Executive Officer and President, CEO ofthe Company
Managing Director, Sosei R&D Ltd.
Chairman of the Board of the Company (to the present)
Representative Executive Officer and Executive Chairman of theCompany
Representative Executive Officer, Chairman, President and CEO of theCompany (to the present)<Committee membership>
Chairman of the Nomination Committee; Member of the Compensation Committee[Significant Concurrent Posts]
N/A
Reason for selection of the candidate as Director
Mr. Shinichi Tamura is the founder of the Company. Experienced in business
management in the pharmaceutical industry, he has led the Company’s businessexpansion. To ensure that the Company’s business will continue to develop, the reelection of Mr. Tamura as a Director shall be proposed.

4CandidateNo.

2of shares owned:
Tomohiro Tohyama No.
Term of office as External Director:

Reappointed[Career summary, and positions and responsibilities at the Company]

External(Born 2/21/1950, Male)

Apr. 1978
Apr. 1980
May 1984
Feb. 1985
Jun. 1985
Aug. 1985
Oct. 1990
Nov. 1999
Jun. 2010
Jun. 2011
May 2016
May 2016
Jun. 2016

Attendance at Board Meetings:

8 years
21/21 times

Entered Legal Training and Research Institute, Supreme Court of Japan
Registered with Dai-ichi Tokyo Bar Association
Joined Nishimura & Sanada Law Office
Mason & Sloane LLP., USA
Pollock, Bloom & Dekom, USA
Pryor, Cashman, Sherman & Flynn, USA
Returned to Nishimura & Sanada Law Office as a partner
Partner at TMI Associates (to the present)
Outside Corporate Auditor, Nippon Shikizai, Inc.
External Director, Avex Group Holdings Inc.
Board Director of the Company (to the present)
External Director, Member of the Audit and Supervisory Committee etc.,
Nippon Shikizai, Inc. (to the present)
External Director, Trust Capital Co., Ltd. (to the present)
External Statutory Auditor, WOWOW Inc. (to the present)<Committee membership>
Chairman of the Audit Committee; Member of the Compensation Committee[Significant Concurrent Posts]
Partner at TMI Associates
External Director and Audit and Supervisory Committee Member etc. of Nippon
Shikizai, Inc.
External Director, Trust Capital Co., Ltd.
External Statutory Auditor, WOWOW Inc.
Reason for selection of the candidate as External Director
Mr. Tomohiro Tohyama has extensive experience and expertise in international
corporate legal affairs as a partner at a major law firm in Japan. Whilst he has notpreviously held a corporate management role, he has acted as an External Director
and Corporate Auditor, and therefore the Company believes that by leveraging his
deep expertise and experience and receiving views and opinions on the Company’s
overall management from this specialized perspective, the Company will be able tofurther strengthen the management and governance structures and so proposes hisreappointment as an External Director.

5