NON – CONFIDENTIAL

32nd Ordinary General Meetingof Shareholders
Sosei Group Corporation | 第32回定時株主総会
24 March 2022| 2022年3月24日

Agenda

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1

Opening Declaration
Report on number of voting rights
Audit Committee Report
FY2021 Results and Business Report
Report on Audit Results
Resolution
Q&AVoteClosing Declaration

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
2021年12月期の事業報告
連結業績FY2021 Consolidated Results
Business Report
5Another year of successful executionSummary Financial Highlights for the 12 months ended 31 December 2021

1Revenue of ¥17,712m ($161m) vs. ¥8,842m ($83m) in prior year, substantial increase driven byNeurocrine transaction.

2Core Earnings of ¥8,904m ($81m) vs. ¥2,904m ($27m) in prior year; Operating Profit of ¥3,775m($34m) vs. ¥928m ($9m) in prior year, substantial increases driven by Neurocrine transaction.

3Net profit of ¥1,017m ($9m), successfully achieving our corporate goal to target sustainable and/orprofitable results for the full year despite significant impairment and contingent consideration charges.

4~¥10bn new growth capital raised, adding funds earmarked to accelerate our strategic growth
initiatives and investments.

5Net cash inflow of ¥20bn ($136m), resulting in a robust cash balance of ¥60bn ($522m) at year end.
Our unique and balanced business model continues to support a sustainable financial profile

6

Note: USD:JPY FX rates used – 110.16 (FY2021) and 106.77 (FY2020)

Cost Guidance for FY2022

Guidance stated on total IFRS expenses basis going forward, rather than cash basis used in FY2021
R&D expenses (IFRS basis)

G&A expenses (IFRS basis)¥5,750 to 6,750m¥3,750 to 4,250m(FY2021: Actual ¥5,931m)

Guidance(FY2022)(FY2021: Actual ¥3,940m)• Expand platform and grow discoverycapacity• Invest in functional teams to support
great science• Build a program-centric clinicaldevelopment focus, and invest in newtranslational medicine capabilities• Enhance corporate governance• Explore TSE PRIME listing• Move priority programs into early (Phase1b) clinical studies to deliver greater value

Modest incremental investment designed to deliver greater returns over the medium to long term7

Achievement in FY2021

Promote future growth through both organic and strategic growth
FY2021 OBJECTIVESOrganic
GrowthStrategic
Growth8

ACHIEVEMENT

1

Execute 2-3 new high value collaborations and/or
co-investments every year✓

Completed: 1

2

Expand expertise in GPCRs✓

Completed: drug discovery platform

3

Generate 2 new preclinical candidates on average, everyyear✓

Completed: M1 agonist backup

4

Advance discovery and development pipeline✓

Completed: advanced to Ph11Seek out revenue-generating opportunities including
M&A✓

Completed additional fundraising in July.
Continue to look for suitable acquisitiontarget.

2

Invest / collaborate in novel technologies✓

Completed3

Expand drug target classes beyond GPCRs✓

Completed

4In-license late-stage programs for Japan market✗

Not yet completed, actively ongoingContinue to update

M1/M4 dual agonist
MC4 ant. and CGRP ant.

Major licensing deals

Achieved one of the largest executed CNS license collaborations with Neurocrine in 2021
PartnerExecution

Program

Therapeutic Area

Upfront and Initial
Milestone

Potential Total
Milestone1

November 2021

Collaboration and license agreementfor M4, M1 and M1/M4 dual agonist

Neurological disorders$100m$2.6bnDecember 2020

Collaboration and license agreement
for GPR 35

Gastrointestinal, immunology

$44m

$480m

December 2020

Collaboration and license agreement
for CGRP portfolio

Neurology

$10m

$380m

June 2020

Discovery Collaboration andOption to License2

Inflammatory andAutoimmune

$32m

$400m

August 2019

Multi-target Collaboration

Multiple; Initial focus on
Gastrointestinal$26m$1.2bnJuly 2019

Multi-target Collaboration

Multiple$26m$1bn

November 2015

Multi-target Collaboration

Multiple--$1.8bnAugust 2015

Collaboration and license agreement
for A2a antagonist3

Immuno-oncology

$10m

$500m

1Potential option fees, development, regulatory and commercial milestone payments. Sosei Heptares is also eligible to receive tiered royalties ranging from high single digit to mid-teen percentage on future

9net sales of any products developed under the partnership. 2 AbbVie has the option to expand the collaboration by an additional three targets. 3 AstraZenenca have removed the A2a program from theirclinical pipeline as at Q3 2021

R&D to support faster, more efficient testing in the clinic
Four programs prioritized to start over the next 24 months

Schizophreniaand Psychosis

AtopicDermatitis

Immunosuppression
in solid tumours

Inflammatory
Bowel Disease

GPR52 agonist

H4 antagonist

EP4 antagonist

EP4 agonist

TARGET PRODUCT PROFILE••

Once daily oral
small molecule
24hr target
engagement••

Once daily oral
small molecule
To be used as amonotherapy orin combination••

Once daily oral smallmolecule
To be used in combowith checkpoint
inhibitors•••

Oral GI restricted
Good potency andselectivity
Minimal GI systemic
exposure

Advancing priority programs into early (Phase 1b) clinical studies over the next two years to deliver greater
value over the medium to long term
10

Achievement in FY2021 (Organic Growth)

Major progress in muscarinic and drug discovery platform are in the following slides
FY2021 OBJECTIVES

Organic
GrowthStrategic
Growth11

ACHIEVEMENT

1

Execute 2-3 new high value collaborations and/or
co-investments every year✓Completed: 12

Expand expertise in GPCRs✓

Completed: Continue to update

3

Generate 2 new preclinical candidates on average, everyyear✓

Completed: M1/M4 dual agonist

4

Advance discovery and development pipeline✓

Completed： MC4 ant. and CGRP ant.

drug discovery platform
M1 agonist backup
advanced to Ph1

1

Seek out revenue-generating opportunities including M&A✓

Completed additional fundraising in July.
Continue to look for suitable acquisition
target.

2

Invest / collaborate in novel technologies✓Completed

3

Expand drug target classes beyond GPCRs✓

Completed

4In-license late-stage programs for Japan market✗

Not yet completed

M4 agonist competition landscapeMuscarinic M4R now an increasingly de-risked and validated target for multiple types of SZ
We are potentiallybest in class
Lead Program

KarXT

CVL-231(Emraclidine)

HTL16878

Mechanism ofAction

M1/M4 agonist
M2/M3 antagonist

M4 PAM2

M4 agonist

Ph3

Ph1b

Ph2 in 2022

Phase

（most advancedprogram）

12

TargetSchizophrenia
Dementia related neuropsychiatricdisorders

Schizophrenia

Schizophrenia

Impact of recent
clinical data1

Achieved primary endpoint
in Phase II clinical trial(18 November 2019)
Share price: $17.68 → $85.10($1.7bn+ Market cap increase)

Positive results from Phase I
clinical trials(29 June 2021)
Share price: $12.57 → $23.20（$1.6 bn+ Market cap increase)-1 Change in share price 5 days after announcement; 2 PAM = Positive Allosteric Modulator
Source: Company disclosures, FactSet• Avoids non-M4R
muscarinic side
effects• Mitigates

peripheral M4R
cardiovasculareffects• Different profile toPAM, M4 agonist
can be more
effective inpatients who lackcholinergic toneOur discovery platform updates

Further strengthening our world leading platform for GPCR by developing new technology
Pre-Disc. / Discovery

Preclinical studies

Target ID

StructureHit ID

StaR®

SBDD

Solid CoreTechnologies
Latest updating
our platform(Stabilised Receptor)+

CryoEM

Clinical studies

13

Lead Optimization(Structure-Based Drug Design)+

DEL Screening(DNA Encoded Library)Protein Binder Toolkit“for difficult target/faster”

Commercialization“for better compound/faster”

World leading
Tech-based drug
Discovery
Platform for GPCR

Achievement in FY2021 (Strategic growth)

Major progress in new technologies and expansion beyond GPCR are in the following slides
FY2021 OBJECTIVES

Organic
GrowthStrategic
Growth14ACHIEVEMENT

1

Execute 2-3 new high value collaborations and/orco-investments every year✓

Completed: 12

Expand expertise in GPCRs✓Completed:

Continue to update drug
discovery platform

3

Generate 2 new preclinical candidates on average, everyyear✓

Completed:M1/M4 dual agonist
M1 agonist backup

4

Advance discovery and development pipeline✓Completed： MC4 ant. and CGRP ant.

1

Seek out revenue-generating opportunities including M&A✓

Completed additional fundraising in July.
Continue to look for suitable acquisitiontarget.

2

Invest / collaborate in novel technologies✓Completed

3

Expand drug target classes beyond GPCRs✓

Completed

4In-license late-stage programs for Japan market✗

Not yet completed

advanced to Ph1

Strategic collaboration landscapeSignificant build of in-house methods and industry collaborations to drive new best practicePre-Disc. / Discovery

Preclinical studies

Clinical studies

Commercialization

Target ID

Structure

Hit ID

Lead Optimization

Choosing the right target

Our Core Technologies
StaR®

SBDD

CryoEMDEL Screening

Protein Binder Toolkit
Discovering a therapeutic agent

15

World leading
Tech-based drug
Discovery
Platform for GPCRand beyond

Overview for our growth strategy

Mid to long-term direction for accelerating our growth

OrganicGrowth

Strategic
Growth16

For our tech-based drug discovery platform (StaR®/SBDD)

For our future strategic growth Increase the value of the deal by out-licensing
after obtaining POC in your own clinical trials,
not in preclinical Pivot to a program-centric focus, and build andembed translational medicine capabilities Keeping strongness to our position as world
leading tech-based drug discovery solution
provider Leverage our platform potential through new
strategic technology collaborations
 Maximize the synergy with current platform
and future alliance partner which came fromacquisition/alliance deal Progress priority programs into the clinic, test
them, and make go/no-go decisions faster Searching for a transformative acquisition thatwill bring revenue growth In-license late-stage clinical development
products for the Japanese market

Priority objectives for FY2022

Continue to promote future growth through both organic and strategic growth
FY2022 OBJECTIVES

OrganicGrowth

StrategicGrowth17

1

Execute at least one new high value collaborations and/orco-investments

2

Generate at least one new preclinical candidate

3

Further enhance platform productivity and build full translational medicine capability

1

Continue to search for opportunities to acquire companies that will bringnew sources of revenue

2

Collaborate/invest in new technologies with synergies

3

In-license late-stage clinical development products for the Japanese market

Priority objectives for FY2022 (cont'd)

Promote sustainable ESG practices and policies across global business
Sustainable Development Goals adopted by the United
Nations (Sep-15)

E• Sustainability Committee promotes
efficient energy use and renewableenergy sources, and waste and water
usage reduction• Promote efficiency in discovery

18S

Sosei Heptares is undertaking initiatives focused on
10 of the 17 Sustainable Development Goals

E

Environment

S

Social

GGovernance• Ms. Miwa Seki nominated forappointment as new External
Director• Grant funding received from
Wellcome to advance the SARS-CoV-2
Mpro inhibitor program and seek
partnering opportunity

Source: United Nations
LINK: https://soseiheptares.com/uploads/Sustainability/Sustainability_20201214_JP.pdf

G • Proposed Board of Directors – 8members (incl. 6 externalindependent)• Investment Committee and Scientific
Advisory Board provide
recommendations to the Board

5
連結計算書類の監査結果報告
Report on Audit Results on theConsolidated Financial Statement
19

6決議事項Matters to be Resolved

20Proposal No.1

Partial amendments to the Articles ofIncorporation

19

Proposal No.2
Election of Eight (8) Directors
1

Shinichi Tamura

Chairman of the Board, Representative ExecutiveOfficer, CEO, Chair of the Nomination Committee,
Member of the Compensation Committee

2Christopher Cargill

Executive Officer, CFO

NEWLY
APPOINTED

3Tomohiro Toyama

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

RE-APPOINTED

EXTERNAL

INDIPENDENT

4Kuniaki Kaga

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

RE-APPOINTED

EXTERNAL

INDIPENDENT

5David Roblin

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

RE-APPOINTED

EXTERNAL

INDIPENDENT

6

Noriaki Nagai

External Director, 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ーNEWLYAPPOINTED

EXTERNAL

INDIPENDENT

Note: Current positions and responsibilities at the Company are presented

22

RE-APPOINTED7
質疑応答
Q&A

23

8採決
Vote

24

9
閉会宣言
Closing Declaration

23