(SUMMARY TRANSLATION)TSE Securities Code: 4565
2 June 2015
Shinichi Tamura
Board Director and CEOSosei Group Corporation
2-4 Kojimachi, Chiyoda-ku, Tokyo

To Shareholders:Call for the 25th Ordinary General Meeting of Shareholders
The Company would like to inform you that the 25th Ordinary General Meeting of Shareholders
will be held as follows, and would be grateful if you would attend the meeting.
Those who will not be able to attend the meeting on the day may exercise their voting rights inwriting or via Internet. You are kindly requested to consider the appended “Reference
Documents for the Ordinary General Meeting of Shareholders” and exercise your voting rights byindicating your approval or disapproval for each of the proposals. To be valid, the vote mustreach the Company no later than 6:00 p.m. on Monday, 22 June 2015
Yours Sincerely,

Shinichi Tamura
Board Director and CEO
1.

Date and Time

10:00 a.m. on Tuesday, 23 June 2015

2.

Venue

Fuji Higashi-No-Ma Hall, 4th Floor, Grand Arc Hanzomon Hotel
1-1, Hayabusa-cho, Chiyoda-ku, Tokyo, Japan

3.

Meeting Agenda

Items to be reported:
1. Business Report, Consolidated Financial Statements, Independent Auditor’s Report andAudit Committee Report on Consolidated Financial Statements for the 25th fiscal year (from1 April 2014 to 31 March 2015)
2. Financial Report for the 25th fiscal year (from 1 April 2014 to 31 March 2015)
Items to be resolved:
Resolution 1: Election of Five (5) Directors
Should any revision to the Reference Documents for the Ordinary General Meeting ofShareholders, Business Report, Financial Statements or Consolidated Financial Statements bemade, the Company will inform you in writing, or via Company’s website (http://www.sosei.com/).

1Reference Documents for the Ordinary General Meeting of Shareholders
Resolution 1: Election of Five (5) Directors
The terms of office of all five (5) directors will expire upon the conclusion of the Ordinary General
Meeting of Shareholders. In accordance with the decision of the Nomination Committee, there-election of the following five (5) directors is proposed.
No. ofName
Personal history
sharesNo.
(Date of birth)
ownedApr.1978
Joined Fujisawa Pharmaceuticals Inc. (nowAstellas Pharma Inc.)
Feb.1987
Joined Genentech Inc.
J u l .1989
Representative Director of Genentech Ltd.
Jun.1990
Representative Director of the Company
Shinichi Tamura
Jun.2005
Director and Chief Executive Officer of the 374,100
1(17 September 1949)
Company (to present)
Mar.2012
Managing Director of Sosei R&D Ltd. (topresent)
Company committees:
Nomination Committee (member)
Joined the Bank of Japan
Apr.1968
Studied at Wharton School, Penn., U.S.A.
Jun.1974(MBA degree)
Chairman of Nippon Credit Bank
Dec.1998
Representative of Marsh & McLennan
Mar.2001
Companies in Japan
Representative of F Business Brain
Jan.2005
Takuya Fujii
3,600
External Director of the Company (toJun.2005
2(5 July 1945)
present)
Representative President and CEO ofOct.2005
Promontory Financial Group Global Service
Japan, LLC (to present)
Company committees:
Nomination Committee (Chairman)
Auditing Committee (member)2Feb.1978
Feb.1982
Feb.2005
Oct.2005
Jun.2007
Nov.2009

3Dr. Declan Doogan

Sep.2010
Dec.2011(22 March 1952)

Dec.2012
Feb.2013
Jan.2014
Feb.2015

Mar.1996
Jan.2000
Jan.2001
Jun.2009
Jan.2010
Apr.2010
4Peter Bains

Jun.2010(26 July 1957)

Jul.2013
Dec.2013
Jan.2015
Feb.2015
Mar.2015

Joined DupharBV.
Joined Pfizer Inc.
Head of Worldwide Clinical Development ofPfizer Inc.
Visiting Professor of Kitasato University (topresent)
External Director of the Company (topresent)Interim CEO of Amarin Corporation plc(“Amarin”)
Chief Medical Officer of Amarin
Chairman of Spinifex Pharmaceuticals (topresent)
Founder of Brain Food Inc (to present)
Chairman of Portage Pharma Inc (topresent)
Executive Chairman of Biohaven
Pharmaceutical Holding Company Limited(to present)
Director of Heptares Therapeutics Ltd. (topresent)
Company committees:
Compensation Committee (Chairman)
Nomination Committee (member)
General Manager of SmithKline andBeecham (present GlaxoSmithKline)
Served as a core member of
GlaxoWellcome and SmithKline Beecham
M&ASenior Vice President of internationalcommercial development of SmithKline andBeecham
Director of Peter Bains Consulting Limited
Non-executive Board Director of Syngene
International Limited
Non-executive Chairman of Fermenta
Biotech Limited (to present)
External Director of the Company (topresent)
Non-executive Director of Kromek GroupPLC (to present)
Non-executive Director of Minapharm
Pharmaceuticals S.A.E. (to present)
Non-executive Director of Phase4 Partners
Ltd. (to present)
Director of Heptares Therapeutics Ltd. (topresent)
Executive Director and CEO of Syngene
International Limited (to present)
Company committees:
Compensation Committee (member)
Auditing Committee (member)

3--Apr.1978
Apr.1980
May1984Feb.1985
Jun.1985
5Tomohiro Tohyama(21 February 1950)

Aug.1985
Oct.1990
Nov.1999
Jun.2010
Jun.2011

Entered the Legal Training and ResearchInstitute of the Supreme Court of Japan
Registered with the Daiichi Tokyo Bar
Association and joined Nishimura andSanada Law Firm
Served in Mason & Sloane in the U.S.A.
Served in Pollock, Bloom & Dekom in theU.S.A.
Pryor, Cashman, Sherman & Flynn in theU.S.A.
Re-joined Nishimura and Sanada Law Firm
as a partner
Co-founding partner of TMI Associates (topresent)
External auditor of Nippon Shikizai, Inc. (topresent)
External director of Avex Group Holdings
Inc. (to present)
External Director of the Company (topresent)
Company committees:
Auditing Committee (Chairman)
Compensation Committee (member)-Notes:1. There are no specific conflict of interests between the candidates and the Company.
2. Mr. Takuya Fujii, Dr. Declan Doogan, Mr. Peter Bains, and Mr. Tomohiro Tohyama are
candidates for external directors.
3. Reasons for the election of candidates for external directors:
The Company proposes the election of the candidates concerned based on the below andhereby confirms their independence:
1) Regarding Mr. Takuya Fujii, the Company believes that by taking advantage of hisextensive business experience and expertise in risk management, the management
framework of the Company will be further enforced. His term of the office will havebeen ten years at the end of the Ordinary General Meeting of Shareholders. TheCompany designated him an independent director under the rules of the Tokyo
Stock Exchange, and has notified the Exchange.
2) Dr. Declan Doogan has headed the research and development department of theworld biggest drug company including experience working in Japan. The Company
believes that by taking advantage of his expertise and experience in thepharmaceutical research and development, the Company’s management
framework will be further enforced. His term of the office will have been eight years
at the end of the Ordinary General Meeting of Shareholders.
3) Mr. Peter Bains has engaged in building of global marketing strategies mainly inAsia at one of the world’s pre-eminent drug companies, and has played an active
part as a core member of a project for the merger of large scale leading drug
companies. The Company believes that by taking advantage of his knowledge andexperience, the business development of the Company will be further enforced. His
term of the office will have been five years at the end of the Ordinary General
Meeting of Shareholders.
4) Mr. Tomohiro Tohyama has had no direct operational management experience of acompany, but the Company believes that by taking advantage of his knowledge and4

experience of engaging in international legal affairs, and as a partner of one of theleading law firms in Japan, the management and governance framework will befurther enforced. His term of the office will have been four years at the end of theOrdinary General Meeting of Shareholders.
4. Liability limitation agreement with external directors:
1) Pursuant to the provisions of Article 427-1 of the Company Act, the Company
executed a liability limitation agreement set forth in Article 423-1 of the Company
Act with each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and TomohiroTohyama. The maximum liability based on the mentioned agreement is the total
minimum liability set forth in Article 425-1 of the Company Act.
2) If the agenda is approved at the General Meeting of Shareholders, the Company
will execute the same liability limitation agreement as referred to in preceding item1) with each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and TomohiroTohyama.

5