March 22, 2023

To Our Shareholders:
2-12-10 Shiba-Daimon, Minato-ku, Tokyo
Noile-Immune Biotech, Inc.
Koji Tamada, President & CEO
Revision of 'Notice of the 8th Ordinary General Meeting of Shareholders'
Please be informed that we have revised the section titled 'Notice of the 8th Ordinary General Meetingof Shareholders' as follows:
Summary of Revisions (Underlined)
1. Reference Documents for the General Meeting of Shareholders [Page 2]
Original

Revised(Notes) 1. Each candidate has no special(Notes) 1. Each candidate has no special

conflicts of interest with the Company.

conflicts of interest with the Company.

2. Mr. Philippe Fauchet is a candidate for

2. Mr. Philippe Fauchet is a candidate forexternal director.

external director.

3. The Company nominates Mr. Philippe

3. The Company nominates Mr. Philippe

Fauchet as a candidate for external director

Fauchet as a candidate for external director

because of his abundant knowledge andbecause of his abundant knowledge andinsights into the pharmaceutical industry andinsights into the pharmaceutical industry andcorporate management. We expect him tocorporate management. We expect him toprovide helpful advice for the management ofprovide helpful advice for the management ofthe Company.

the Company.
4. Mr. Philippe Fauchet was appointed as an
outside director of the Company in March
2020, which will have been for three years after
the General Meeting of Shareholders.

4．The Company has concluded a Directors'

5．The Company has concluded a Directors'

and Officers' liability insurance policy with anand Officers' liability insurance policy with aninsurance company, pursuant to Article 430-3,

insurance company, pursuant to Article 430-3,

Paragraph 1 of the Companies Act. This

Paragraph 1 of the Companies Act. This

insurance policy covers damages that may arise

insurance policy covers damages that may arise

when a claim for damages is made against thewhen a claim for damages is made against theinsured director or auditor, etc. during the term

insured director or auditor, etc. during the term

of the policy due to duties performed by theof the policy due to duties performed by the

insured person as a director or an auditor, etc.

insured person as a director or an auditor, etc.

(However, this shall not apply in cases where(However, this shall not apply in cases where

damage is caused intentionally knowing thatdamage is caused intentionally knowing thatthe act may result in damage.) If each candidate

the act may result in damage.) If each candidate

is elected as a Director of the Company

is elected as a Director of the Company

pursuant to this proposal, they will be insured

pursuant to this proposal, they will be insured

under the relevant insurance. The Company

under the relevant insurance. The Company

plans to renew the contract with the sameplans to renew the contract with the samecontents at the next renewal.

contents at the next renewal.

5． The Company has designated Mr. Philippe

6． The Company has designated Mr. Philippe

Fauchet as an independent director as stipulatedFauchet as an independent director as stipulatedby the Tokyo Stock Exchange and plans toby the Tokyo Stock Exchange and plans toextend the designation subject to his reelection.

extend the designation subject to his reelection.

2. The 8th Fiscal Year Business Report [Page 16-18]
Original

Revised4. Officers

4. Officers(1) Directors and corporate auditors (as of(1) Directors and corporate auditors (as ofDecember 31, 2022)

December 31, 2022)(Omitted)(Omitted)(Notes) 1. Mr. Philippe Fauchet, Director, is(Notes) 1. Mr. Philippe Fauchet, Director, is

external director.

external director.

2. Mr. Kazuyuki Fujiwara, Mr. Hironari

2. Mr. Kazuyuki Fujiwara, Mr. Hironari

Hashioka, and Mr. Yukiyasu Nakata, Corporate

Hashioka, and Mr. Yukiyasu Nakata, Corporate

Auditors, are external corporate auditors.

Auditors, are external corporate auditors.

3. Mr. Hironari Hashioka, Corporate Auditor, is

3. Mr. Hironari Hashioka, Corporate Auditor, isan attorney at law, and Mr. Yukiyasu Nakata,an attorney at law, and Mr. Yukiyasu Nakata,Corporate Auditor, is a certified public

Corporate Auditor, is a certified public

accountant and tax accountant.

accountant and tax accountant.

4. Upon conclusion of the 7th Annual General

4. Upon conclusion of the 7th Annual General

Meeting of Shareholders held on March 29,

Meeting of Shareholders held on March 29,

2022, Mr. Hidenobu Ishizaki and Mr. Yoshinori

2022, Mr. Hidenobu Ishizaki and Mr. Yoshinori

Ito, Directors, retired due to expiration of their

Ito, Directors, retired due to expiration of theirterms of office.

terms of office.

5. Mr. Shigeo Furusawa retired from office due

5. Mr. Shigeo Furusawa retired from office due

to resignation on June 15, 2022.

to resignation on June 15, 2022.

6. Pursuant to provisions of Article 427,

6. Pursuant to provisions of Article 427,

Paragraph 1 of the Companies Act, Mr.

Paragraph 1 of the Companies Act, Mr.

Hironari Hashioka and Mr. Yukiyasu Nakata,

Hironari Hashioka and Mr. Yukiyasu Nakata,Corporate Auditors, and the Company entered

Corporate Auditors, and the Company enteredinto an agreement to limit the liability for

into an agreement to limit the liability fordamages provided for in Article 423, Paragraphdamages provided for in Article 423, Paragraph

1 of the Companies Act of Japan.

1 of the Companies Act of Japan. The
maximum liability for damages under suchcontracts is limited to the amount stipulated bylaw.
7. As stipulated in Article 430-3, Paragraph 1 of
the Companies Act, the Company has obtained
a directors' and corporate auditors' liability
insurance policy with an insurance company
that covers all directors and corporate auditorsof the Company. The insurance policy covers
compensation for damages and litigation
expenses that may arise from the performanceof their duties, and the Company bears all
insurance premiums.

(2) Directors and corporate auditors who(2) Directors and corporate auditors who

retired during the fiscal year

retired during the fiscal year

As noted above, Mr. Hidenobu Ishizaki and Mr.

As noted above, Mr. Hidenobu Ishizaki and Mr.

Yoshinori Ito, Directors, and Mr. Shigeo

Yoshinori Ito, Directors, and Mr. Shigeo

Furusawa, Corporate Auditor, retired.

Furusawa, Corporate Auditor, retired.

(3) Remuneration, etc. of directors and(3) Remuneration, etc. of directors andcorporate auditors

corporate auditors① Policy on Determining Directors' andAuditors' Remuneration Amount or Calculation
MethodThe Company's policy for determining theamount of remuneration and method ofcalculation for directors and auditors is
described in the Company's Regulation ofExecutive Compensation.

The remuneration for directors is determined by
the Board of Directors (or by the Representative
Director if the Board of Directors entrusts thedecision to the Representative Director) within
the total amount of remuneration approved at theGeneral Meeting of Shareholders in accordancewith the Regulation of Executive Compensation.
The determination takes into consideration
various factors including the balance between
remuneration,

management

details,andemployee salaries, and is aligned with thestandards of the industry.
The remuneration for corporate auditors isdetermined through discussions among thecorporate auditors, based on the Regulation ofExecutive Compensation, within the total
amount of remuneration approved at the General
Meeting of Shareholders. The discussions take
into consideration various factors including thebalance among the remuneration, the content ofaudits, and employee salaries.
The Remuneration Committee reviewed anddetermined the remuneration amount for
directors and corporate auditors for the mostrecent fiscal year. The General Meeting ofShareholders passed a resolution to approve theamount of remuneration, which was 150,000
thousand yen for directors (resolved at theOrdinary General Meeting of Shareholders heldon March 24, 2020) and 50,000 thousand yen forcorporate auditors (resolved at the Extraordinary
General Meeting of Shareholders held on May17, 2019). The amount of remuneration for eachindividual director is determined within the limitof the approved amount. The determination ofeach director's remuneration was entrusted toKoji Tamada, Representative Director, by theBoard of Directors, based on the proposal of theRemuneration Committee. This is because it isappropriate to evaluate the level of contribution
by those most familiar with the Company'sbusiness.
In principle, the Board of Directors is primarily
responsible for deciding on the granting ofstock options. However, the Compensation
Committee may consider the matter in advanceas necessary and appropriate.
②Total amount of remuneration by director
classification and number of directors subject
to remuneration
Post

NumberTotal amount

Post

NumberTotal amountofof

remuneration,

remuneration,

etc.

etc.

Directors

6¥64 million

Directors

6¥64 million(of which,(1)(¥8 million)(of which,(1)(¥8 million)

external

externaldirectors)

directors)

Corporate

4¥12 million

Corporate

4¥12 million

auditors(4)(¥12 million)

auditors(4)(¥12 million)(of which,(of which,external

external

corporate

corporate

auditors)

auditors)

Total

10

¥77 million

Total

10

¥77 million(of which,(5)(¥20 million)(of which,(5)(¥20 million)

external

external

officers)

officers)