Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Code 4534)
June 8, 2023
(Start date for electronic provision measures: June 5, 2023)
To Shareholders with Voting Rights:
Naoyuki Mochida
Representative Director, President
Mochida Pharmaceutical Co., Ltd.
7, Yotsuya 1-chome, Shinjuku-ku, TokyoNOTICE OF
THE 85th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce the 85th Ordinary General Meeting of Shareholders of Mochida PharmaceuticalCo., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
Instead of attending the meeting, you may exercise your voting rights in writing (by filing and posting theattached Voting Rights Exercise Form) or via the internet (https://evote.tr.mufg.jp). Please review the Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights, which result to be reached
by no later than 5:40 p.m. on Wednesday, June 28, 2023, Japan standard time.

-1-1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan standard time

2. Place:

TKP Ichigaya building 8F, located at
8 Ichigaya-Hachimancho, Shinjuku-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 85th Fiscal Year (April
1, 2022 – March 31, 2023)
2. Report of the results of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
Matters to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eleven (11) Members of the Board
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members◎◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements, or Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.mochida.co.jp/).
If a change of location or other major changes on the operation of the General Meeting of Shareholders
occur due to a future situation, we will inform you on the Company’s website (https://www.mochida.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders

Proposal 1:

Appropriation of Surplus

The Company decides the amount of dividends, based on the Company’s basic policy to sustain stabledividend distribution while building adequate internal reserves for future business expansion, also recognizing
the importance of return of profits according to revenue. As such, the Company proposes the year-end dividend
for the fiscal year as follows:
Items concerning the Year-end Dividend(1) Category of dividend
Cash(2) Items concerning the allocation of dividend and its total amount40 yen per common share(The annual dividend per share will be a total of 80 yen including the interim dividend of 40 yen.)
The total amount of the year-end dividend will be 1,461,308,840 yen.
(3) Effective Date of the appropriation of surplus
June 30, 2023

-3-

Proposal 2:

Election of Eleven (11) Members of the Board

At the conclusion of this General Meeting of Shareholders, the term of office of all ten (10) Members of
the Board will expire. To further strengthen the Company’s management structure, the election of eleven (11)
Members of the Board is proposed.
The candidates for Members of the Board are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Naoyuki Mochida[Reappointment]

2

Chu Sakata[Reappointment]

3

Keiichi Sagisaka[Reappointment]

4

Junichi Sakaki[Reappointment]

5

Kiyoshi Mizuguchi[Reappointment]

6

Yutaka Kawakami[Reappointment]

7

Motoi Mitsuishi[New appointment]

8

9

10

11

Representative Director, President
Representative Director, Senior Executive Vice
President, Assistant to the President,
Operations in general
Member of the Board, Senior Executive Managing
Officer,
Pharmaceutical Business and Mochida Healthcare
Member of the Board, Senior Executive Managing
Officer,Business Development and Business Promotion,
Supervisor for Biomaterials Business
Member of the Board, Executive Managing Officer,
Research and Development, Supervisor for MochidaPharmaceutical Plant
Member of the Board, Executive Managing Officer,
RA, QA and PV,
Head of RA, QA and PV Division[Reappointment]
Tomoo Kugisawa[Outside]
Member of the Board[Independent][Reappointment]
Nana Otsuki[Outside]
Member of the Board[Independent][Reappointment]
Tomoaki Sonoda[Outside]
Member of the Board[Independent][New appointment]
Shigeaki Yoshikawa[Outside][Independent]

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
May 1986
April 1988
April 1991
June 1997
January 1998
January 1999

1

Naoyuki Mochida(August 6, 1958)[Reappointment]

2

April 2010

June 2016

Joined the Company
Earned an MBA from Indiana University in the
U.S.
Joined Ajinomoto Co., Inc.
Joined the Company
Member of the Board
Senior Executive Managing Officer
Representative Director, President (to thepresent)
Vice-Chairman of Mochida Memorial
Foundation for Medical and Pharmaceutical
Research
Chairman of Mochida Memorial Foundation for
Medical and Pharmaceutical Research (to thepresent)

Number ofshares of theCompany held

1,141,700[Reason for nomination as candidate for Member of the Board]
As Mr. Naoyuki Mochida has been in charge of management of the Company as Representative Director, he
has profound insight and ability, as well as abundant experience and achievements. As such, we propose hisreappointment as Member of the Board of the Company.
April 1982
Joined the Mitsubishi Bank, Ltd.
May 2007General Manager of Syndicated Finance Divisionand the Global Head of Syndication at the Bankof Tokyo-Mitsubishi UFJ, Ltd. (BTMU)
February 2009
Regional Head for the Middle East at BTMU
June 2011
Advisor of the Company
June 2011
Member of the Board, Executive Officer andAssistant Officer, Planning & Administration
June 2012
Executive Officer, Planning & Administration,
Head of Planning & Administration Division
13,000June 2013
Member of the Board, Executive Managing
Chu Sakata
Officer(December 28, 1959)
June 2016
Representative Director, Senior Executive
Managing
Officer Supervisor for Planning &[Reappointment]
Administration, Audits and Corporate Ethics
June 2017
Assistant to the President, Operations in general(to the present)
June 2021
Representative Director, Senior Executive Vice
President (to the present)[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements at financial institutions Mr. Chu Sakata has been in chargeof management of the Company as Representative Director and he has profound insight and ability. As such, we
propose his reappointment as Member of the Board of the Company.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
April 2003
April 2005
June 2007
April 2008
June 2009
June 2010
June 20133

Keiichi Sagisaka(July 26, 1957)[Reappointment]

April 2015
June 2016
June 2021

Joined the Company
Head of Metropolitan Branch Office
Head of Tokyo Branch Office
Executive Officer
Deputy Head of Pharmaceutical Business
Division
Head of Pharmaceutical Business Division
Member of the Board, Executive Officer
Member of the Board, Executive Managing
Officer, Pharmaceutical Business, Head of
Pharmaceutical Business Division
Executive Managing Officer, PharmaceuticalBusiness
Member of the Board, Senior Executive
Managing Officer (to the present)
Senior Executive Managing Officer,
Pharmaceutical Business andMochida Healthcare (to the present)

Number ofshares of theCompany held

17,500[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements in the Company's Pharmaceutical Business, Mr. Keiichi
Sagisaka has been in charge of management of the Company as Member of the Board and he has profoundinsight and ability. As such, we propose his reappointment as Member of the Board of the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1993
July 2005
December 2006
July 2009
April 2010
June 2012
June 2014

4

Junichi Sakaki(October 23, 1960)

June 2016
October 2018

[Reappointment]
June 2021
June 2022
January 2023

Joined Ciba-Geigy AG
General Manager, Research Strategy andAlliances at Novartis Pharma K.K.
Joined Banyu Pharmaceutical Co., Ltd.
Director, Chemistry Department, Tsukuba
Research Laboratories
Joined the Company
General Manager, Head of Research Planningand Management Department
Head of Discovery Research
Executive Officer, Deputy Head of Business
Development Division
Member of the Board, Executive Officer,
Business Development
Member of the Board, Executive Managing
Officer
Executive Managing Officer, Business
Development and Biomaterials Business
Member of the Board, Senior Executive
Managing Officer (to the present)
Business Development, Supervisor for
Biomaterials BusinessBusiness Development and Business Promotion,
Supervisor for Biomaterials Business (to thepresent)

Number ofshares of theCompany held

8,800

[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements in the Research Division of other pharmaceuticalcompanies and the Company's Research Division and Business Development Division, Dr. Junichi Sakaki has
been in charge of management of the Company as Member of the Board and he has profound insight andability. As such, we propose his reappointment as Member of the Board of the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
April 2003
April 2010
June 2012
June 2015
June 20175

Kiyoshi Mizuguchi(January 14, 1958)[Reappointment]

June 2017
June 2021
September 2022

April 2023

Joined the Company
Head of Development Research
General Manager, Head of Clinical Research
Department
Executive Officer, Head of Clinical Research andDevelopment Division
Member of the Board, Executive Officer
Member of the Board, Executive Managing
Officer (to the present)
Research and Development
Research and Development, Supervisor for
Mochida Pharmaceutical Plant
Research and Development, Supervisor for
Mochida Pharmaceutical Plant, Head of Research
Division
Research and Development, Supervisor for
Mochida Pharmaceutical Plant (to the present)

Number ofshares of theCompany held

5,600

[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements in the Clinical Research and Development Division of theCompany, Dr. Kiyoshi Mizuguchi has been in charge of management of the Company as Member of the Boardand he has profound insight and ability. As such, we propose his reappointment as Member of the Board of theCompany.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
April 1998
October 2003
October 2005
December 2012

Yutaka Kawakami(September 30, 1959)
6[Reappointment]

June 2015
June 2017
April 2019
June 2019
June 2019
June 2022

Joined Eisai Co., Ltd.
Joined Pfizer Japan, Inc.
Transferred to Office of Pharmaceutical Industry
Research of Japan Pharmaceutical Manufacturers
Association
Director of Clinical Submissions Department at
Pfizer Japan Inc.
Joined the Company
Deputy Head of Clinical Research andDevelopment Division
Executive Officer
Head of Clinical Research and Development
Division
Head of RA, QA and PV Division
Member of the Board, Executive Officer
RA, QA and PV, Head of RA, QA and PV
Division (to the present)
Member of the Board, Executive Managing
Officer (to the present)

Number ofshares of theCompany held

4,700

[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements at the Reliability Assurance Division of otherpharmaceutical companies and the Clinical Research and Development Division and RA, QA and PV Divisionof the Company, Dr. Yutaka Kawakami has been in charge of management of the Company as Member of theBoard and he has profound insight and ability. As such, we propose his reappointment as Member of the Boardof the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987
May 2012
June 2013
July 2015

7

Motoi Mitsuishi(September 23, 1963)

May 2017
June 2019[New appointment]
June 2020
May 2023

8

Joined the Mitsubishi Bank, Ltd.
Regional Head for Thailand, Bangkok BranchManager at the Bank of Tokyo-Mitsubishi UFJ,
Ltd. (BTMU)
Executive Officer, Regional Head for Thailand,
Bangkok Branch Manager at BTMU
Executive Officer, Deputy Head of Asia &Oceania Group (in charge of special projects),
General Manager of Asia & Oceania Sales
Division, Singapore Branch Manager at BTMUManaging Executive Officer, Head ofTransaction Banking Group at BTMU
Representative Director, Deputy President at
Mitsubishi UFJ Research and Consulting Co.,Ltd.
Outside Corporate Auditor at the Nanto Bank,
Ltd. (to the present)
Advisor of the Company (to the present)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for Member of the Board]As well as abundant experience and achievements at financial institutions, Mr. Motoi Mitsuishi was incharge of managing a consulting company as Representative Director, and he has profound insight and ability.
Based on the expectation that he will be able to fulfill his duties appropriately as a Member of the Board of theCompany, we propose his appointment.
April 1987
Registered as an attorney-at-law (to the present)
Joined Tokyo Fuji Law Office
April 1995
Partner at Tokyo Fuji Law Office
April 2005
Professor at Omiya Law School
June 2006
Outside Corporate Auditor at OG Corporation
June 2012
Member of the Board of the Company (to the
3,400
present)
Tomoo Kugisawa
April 2019
Visiting Professor at Chuo University Law(May 23, 1955)
School (to the present)
January2023
Representativeat Tokyo Fuji Law Office (to the[Reappointment]
present)[Outside][Independent][Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Tomoo Kugisawa is a registered attorney-at-law and well-versed in corporate legal affairs, reflecting his
profound insight into corporate management in the Company's management. Accordingly, we propose hisreappointment as Outside Director of the Company. We expect him to utilize his profound insight to oversee
management of the Company by making appropriate statements and suggestions at Board meetings and, as amember of the Nomination and Compensation Advisory Committee, a non-mandatory advisory body to theRepresentative Directors, to provide advice on proposals of nomination/dismissal of senior members of theCompany's management team, nomination of candidates for Members of the Board and Audit & Supervisory
Board Members, and remuneration for Members of the Board and senior members of the Company's
management team, thus enhancing objectivity and accountability of such proposals.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
December 2005
June 2011
September 2015
January 2016
September 2016

April 2017
Nana Otsuki(September 17, 1964)
9[Reappointment][Outside][Independent]

June 2017
June 2018
October 2019
April 2021
June 2021
September 2022

Managing Director at UBS Securities Japan Co.,Ltd.
Managing Director at Merrill Lynch Japan
Securities Co., Ltd.
Professor in Division of Management at Graduate
School of Management, Nagoya University ofCommerce & Business (to the present)
Executive Officer at Monex, Inc.
Member of Operating Committee of Agriculturaland Fishery Co-operative Savings Insurance
Corporation
Member of Fiscal System Council of Ministry of
Finance (to the present)
Outside Director of Credit Saison Co., Ltd. (tothe present)
Outside Audit & Supervisory Board Member of
Tokio Marine Holdings, Inc. (to the present)
Member of Regulatory Reform Promotion
Council (to the present)
Expert Director at Monex, Inc.
Member of the Board of the Company (to thepresent)
Senior Fellow at Pictet Asset Management(Japan), Ltd. (to the present)

Number ofshares of theCompany held

500

[Reason for nomination as candidate for Outside Director and overview of expected roles]
Dr. Nana Otsuki has many years of experience as an analyst at financial institutions and abundant expertiseand experience as a university professor. In addition, she has successively assumed numerous roles withinpublic office, reflecting her profound insight into corporate management in the Company's management.
Accordingly, we propose her reappointment as Outside Director of the Company. We expect her to utilize her
profound insight to oversee management of the Company by making appropriate statements and suggestions at
Board meetings.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2004
April 2006
October 2009
April 2018

Tomoaki Sonoda(July 1, 1961)

10[Reappointment][Outside][Independent]

January 2020
June 2022

Certified public accountant (to the present)
Professor at Keio University Faculty of Business
and Commerce (to the present)
Member of Contract Surveillance Committee,
Ministry of Internal Affairs and Communications(to the present)
Visiting Professor at Musashino University (tothe present)
Member of Third Bidding SurveillanceCommission, Ministry of Finance (to the present)
Member of the Board of the Company (to thepresent)

Number ofshares of theCompany held

200

[Reason for nomination as candidate for Outside Director and overview of expected roles]
Dr. Tomoaki Sonoda has abundant expertise and experience as a university professor specializing inaccounting, reflecting his profound insight into corporate management in the Company’s management.
Accordingly, we propose his reappointment as Outside Director of the Company. We expect him to utilize his
profound insight to oversee management of the Company by making appropriate statements and suggestions at
the meetings of the Board of Directors, and, as a member of the Nomination and Compensation Advisory
Committee, a non-mandatory advisory body to the Representative Directors, to provide advice on proposals of
nomination/dismissal of senior members of the Company's management team, nomination of candidates for
Members of the Board and Audit & Supervisory Board Members, and remuneration for Members of the Boardand senior members of the Company's management team, for the purpose of strengthening the objectivity andaccountability of such proposals.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977
April 2008
April 2010
April 2013
October 2016
December 2016

Shigeaki Yoshikawa(June 23, 1953)
11[New appointment][Outside][Independent]

June 2017
December 2020
April 2021

January 2022
June 2022

Number ofshares of theCompany held

Joined Mitsubishi Corporation
Executive Officer, General Manager of Global
Strategy & Coordination Department at
Mitsubishi Corporation
Executive Officer, Chief Regional Officer for theEurope, Middle East and Africa CIS at
Mitsubishi Corporation
Executive Vice President, Regional CEO, Middle
East & Central Asia at Mitsubishi Corporation
Executive Vice President at Mitsubishi ResearchInstitute, Inc.
Executive Vice President, Representative
Director at Mitsubishi Research Institute, Inc.
Management Council Member at Fukushima
Medical University (to the present)
Full-time Senior Corporate Advisor at Mitsubishi
Research Institute, Inc.
Visiting Professor in Department of Business
Design; Research Fellow at Institute of Current
Business Studies, Showa Women’s University (tothe present)
Senior Corporate Adviser at Mitsubishi ResearchInstitute, Inc. (to the present)
Outside Director at Azbil Corporation (to thepresent)0[Reason for nomination as candidate for Outside Director and overview of expected roles]
As well as abundant experience and achievements both domestically and internationally at a general trading
company, Mr. Shigeaki Yoshikawa was in charge of corporate management as Representative Director at a thinktank/consulting company, and he has profound insight and ability. Therefore, as we believe that he will be able
to execute his duties as Outside Director appropriately, his appointment is proposed. We expect him to utilize
his profound insight to oversee management of the Company by making appropriate statements and suggestions
at the meetings of the Board of Directors.
Notes: 1. No special conflict of interests exists between the Company and any of the above candidates for
Members of the Board.
2. Mr. Tomoo Kugisawa, Dr. Nana Otsuki and Dr. Tomoaki Sonoda are currently Outside Directorsof the Company. At the conclusion of this General Meeting of Shareholders, Mr. Tomoo Kugisawa,
Dr. Nana Otsuki and Dr. Tomoaki Sonoda will have served for eleven (11) years, two (2) years andone (1) year, respectively, as Outside Directors of the Company.
3. Mr. Tomoo Kugisawa, Dr. Nana Otsuki, Dr. Tomoaki Sonoda and Mr. Shigeaki Yoshikawa are
candidates for Outside Directors. The Company has designated Mr. Tomoo Kugisawa, Dr. Nana
Otsuki and Dr. Tomoaki Sonoda as Independent Directors as prescribed in the regulations of Tokyo
Stock Exchange, Inc. (TSE), and notified TSE accordingly. If their appointment (andreappointment) including Mr. Shigeaki Yoshikawa is approved as proposed and they are appointed
to Outside Directors, the Company plans to appoint (or reappoint) them as such Independent
Directors.
4. Although Mr. Tomoo Kugisawa has no prior involvement in corporate management other than as
Outside Director or as Outside Audit & Supervisory Board Member, and Dr. Tomoaki Sonoda has
no prior involvement in corporate management other than as Outside Director, the Company- 13 -

believes that Mr. Tomoo Kugisawa and Dr. Tomoaki Sonoda will be able to execute their duties as
Outside Directors appropriately due to the "Reason for nomination as candidate for Outside Director
and overview of expected roles" as shown above.
5. The Company has, pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act,
concluded agreements with Outside Directors Mr. Tomoo Kugisawa, Dr. Nana Otsuki and Dr.
Tomoaki Sonoda, respectively, which limit their liabilities as provided in Article 423, Paragraph (1)of the Companies Act. The maximum amount of liability under those agreements is the minimum
liability amount stipulated by laws and regulations. The Company plans to continue the said
agreement if his/her reappointment is approved. If this proposal is approved as proposed and Mr.
Shigeaki Yoshikawa is appointed to Outside Director, the Company plans to enter into an agreementwith the same contents mentioned above with him.
6. The Company has concluded a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph (1) of the Companies Act to cover legal damages(such as court-ordered payments or settlement money), litigation expenses, or other expenses
incurred due to claim for damages made against any Members of the Board of the Company in thecourse of the execution of their respective duties.
For the purpose of avoiding the improper execution of duties by any Members of the Board of theCompany, compensation for damages and litigation expenses related to litigation against them by
the Company (excluding shareholders' representative lawsuits), and compensation for damages andlitigation expenses claimed due to their criminal acts are not covered by such insurance.
Insurance premiums for the special contract related to shareholders' representative lawsuits
involving any Members of the Board of the Company (approx. 10% of the basic premium borne by
the Company) are borne by any Members of the Board of the Company.
If this proposal is approved and each candidate assumes the position of Member of the Board, eachcandidate will be included as the insured under this insurance policy.
The Company plans to renew this insurance policy with the same contents during the term of officefor each Member of the Board.

- 14 -

Proposal 3:

Election of Two (2) Audit & Supervisory Board Members

At the conclusion of this General Meeting of Shareholders, the term of office of Mr. Ichiro Takahashi and
Ms. Akiko Suzuki as Audit & Supervisory Board Members will expire. Accordingly, the election of two (2)Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.
1

2

Name
Yoshiharu Hashimoto[New appointment]

Akiko Suzuki[Reappointment][Outside][Independent]

Current positions at the Company
Member of the Board, Executive Managing Officer
Planning & Administration and Technonet, Headof Planning & Administration Division
Audit & Supervisory Board Member- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
January 2009
May 2011
June 2013
June 2016

1

Yoshiharu Hashimoto(January 23, 1963)

June 2017[New appointment]

June 2019
June 2019

June 2022

Joined the Mitsubishi Bank, Ltd.
General Manager of Yotsuya Commercial
Banking Office at The Bank of Tokyo-Mitsubishi
UFJ, Ltd. (BTMU)
General Manager of Osaka Corporate Banking
Division No. 2 of Osaka Corporate Banking
Group at BTMU
Vice President, Head of Business Development
Unit at Sharp Corporation
Full-time Corporate Auditor at Mitsubishi UFJ
Capital Co., Ltd.
Joined the Company
Full-Time Audit & Supervisory Board Member
Member of the Board, Executive Officer
Planning & Administration and Technonet, Headof Planning & Administration Division (to thepresent)
Member of the Board, Executive Managing
Officer (to the present)

Number ofshares of theCompany held

3,500

[Reason for nomination as candidate for Audit & Supervisory Board Member]
As well as abundant experience and achievements at financial institutions and Planning & Administration of
the Company, Mr. Yoshiharu Hashimoto has been in charge of management of the Company as Member of theBoard after properly carrying out his duties as a full-time Audit & Supervisory Board Member of the Company.
Based on the expectation that he will be able to fulfill his duties appropriately as a full-time Audit &Supervisory Board Member of the Company by leveraging his profound insight and ability, we propose his
appointment. Mr. Hashimoto is scheduled to be appointed as full-time Audit & Supervisory Board Member at
the Audit & Supervisory Board Meeting to be held after this General Meeting of Shareholders.
April 1974
Registered as an attorney-at-law (to the present)
April 1974
Joined Anderson Mori & Rabinowitz
September 1990 Joined the Company
September 1998 Joined Tokyo Eiwa Attorneys at Law
September 2002 Joined OH-EBASHI LPC & PARTNERS
June 2019
Outside Audit & Supervisory Board Member oftheCompany (to the present)
1,300
Akiko Suzuki(March 5, 1949)
2[Reappointment][Outside][Independent][Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Ms. Akiko Suzuki is a registered attorney-at-law and well-versed in corporate legal affairs, reflecting her
profound insight into corporate management in the Company’s audits. Accordingly, we propose herreappointment as Outside Audit & Supervisory Board Member of the Company.

- 16 -

Notes: 1. No special conflict of interests exists between the Company and Mr. Yoshiharu Hashimoto or
between the Company and Ms. Akiko Suzuki.
2. Ms. Akiko Suzuki is a candidate for Outside Audit & Supervisory Board Member. The Company
has designated Ms. Akiko Suzuki as Independent Auditor as prescribed in the regulations of Tokyo
Stock Exchange, Inc. (TSE), and notified TSE accordingly. If her reappointment is approved as
proposed and she is appointed to Outside Audit & Supervisory Board Member, the Company plansto reappoint her as such an Independent Auditor.
3. Although Mr. Akiko Suzuki has no prior involvement in corporate management other than as
Outside Audit & Supervisory Board Member, the Company believes that Ms. Akiko Suzuki will
be able to execute their duties as Outside Audit & Supervisory Board Member appropriately due tothe “Reason for nomination as candidate for Outside Audit & Supervisory Board Member” asshown above.
4. Ms. Akiko Suzuki is currently an Outside Audit & Supervisory Board Member of the Company.
At the conclusion of this General Meeting of Shareholders, Ms. Akiko Suzuki will have served for
four (4) years as Outside Audit & Supervisory Board Member.
5. The Company has, pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act,
concluded an agreement with Audit & Supervisory Board Member Ms. Akiko Suzuki, which limits
her liabilities as provided in Article 423, Paragraph (1) of the Companies Act. The maximum
amount of liability under the agreement is the minimum liability amount stipulated by laws andregulations. The Company plans to continue the said agreement if her reappointment is approved.
6. The Company has concluded a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph (1) of the Companies Act to cover legal damages(such as court-ordered payments or settlement money), litigation expenses, or other expenses
incurred due to claim for damages made against Audit & Supervisory Board Members of theCompany in the course of the execution of their respective duties.
For the purpose of avoiding the improper execution of duties by Audit & Supervisory Board
Member of the Company, each Audit & Supervisory Board Member shall bear compensation fordamages and litigation expenses related to litigation against them by the Company (excluding
shareholders' representative lawsuits), and compensation for damages and litigation expenses
claimed for their criminal acts are not covered by such insurance.
Insurance premiums for the special contract related to shareholders' representative lawsuits
involving Audit & Supervisory Board Member of the Company (approx. 10% of the basic premium
borne by the Company) are borne by Audit & Supervisory Board Member of the Company.
If this proposal is approved and Mr. Yoshiharu Hashimoto and Ms. Akiko Suzuki assume thepositions of Audit & Supervisory Board Member, they will be included as the insured under thisinsurance policy.
The Company plans to renew this insurance policy with the same contents during the term of officefor the Audit & Supervisory Board Members of the Company.

- 17 -

Chu Sakata

○

○

○

Audit & Supervisory
Board Members

Members of the Board

Keiichi Sagisaka

Legal Affairs, Compliance○

Finance, Accounting○

IT

International Experience○

Research and Development

Naoyuki Mochida

Name

Corporate Management

Business Strategy, Marketing[For Your Reference] Skill Matrix
The following shows the experience, knowledge, and capability, etc., of Members of the Board of
the Company and Audit & Supervisory Board Members upon approval of the Proposals 2 and 3
above:

Certification

○
○

○

○
Pharmacist○

Junichi Sakaki○

Kiyoshi Mizuguchi○

Pharmacist

Yutaka Kawakami○

Pharmacist

Motoi Mitsuishi

○

○

○

Tomoo Kugisawa

Pharmacist

○

○

○

○

○

Nana Otsuki

○

○

○

Tomoaki Sonoda

○

○

○

Shigeaki Yoshikawa

○

○

○

○

○

Yoshiharu Hashimoto○

Masayoshi Takeda

Attorney-at-law,
NY, U.S.A.
Attorney-at-law,
JPN
Certified public
accountant, JPN

○
○

○

○

Kyosuke Wagai○

Akiko Suzuki
Yoshifumi Miyata

○

○

○
○

○

○

Certified public
accountant, JPN
Attorney-at-law,
JPN○(Note) The list above does not cover all the experience, knowledge, and capability, etc., of each Member / candidateof the Board of the Company and each Audit & Supervisory Board Member / candidate.

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