March 10, 2016
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director
President & Chief Executive Officer

Notice concerning Partial Amendment to the Articles of Incorporation
and Nomination of Director Candidates
SymBio Pharmaceuticals Limited (“the Company”) announces that at a Board of Directors Meeting
held today, it has decided to submit, for discussion at the 11th Ordinary General Meeting ofShareholders that will be held on March 30, 2016, (the “Shareholders Meeting”) a proposal on the“Partial Amendment to the Articles of Incorporation” and “Election of six (6) Directors.”
1.

Partial Amendment to the Articles of Incorporation(1) Reason for the amendment
Following enforcement of the “Act for Partial Revision of the Companies Act” (Act No. 90 of2014), it has become possible for the Company to enter into a liability limitation agreementwith Directors who do not engage in business execution and with Audit & Supervisory Board
members who are not outside members of the Audit & Supervisory Board. Accordingly, inorder for these officers to be able to fully play their expected roles, we propose to partiallyamend Article 29 (Exemption from Liability of Directors) and Article 37 (Exemption fromLiability of Audit & Supervisory Board Members) of the current Articles of Incorporation.
With respect to amendment to Article 29 of the current Articles of Incorporation, we haveobtained approval from each Audit & Supervisory Board Member.
(2) Proposed amendment
Details of the proposed amendment are as follows.
(Amended portions shown with underlines)
Current Articles of Incorporation

Proposed Amendment
Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors(Exemption from Liability of Directors)
Article 29(Provision omitted)(Exemption from Liability of Directors)
Article 29(Same as the current version)

2. The Company may enter into an agreementwith Outside Directors with respect to theliability in Article 423, Paragraph 1 of theCompanies Act, setting forth that the higher ofthe amount of 1,000,000 yen or above set forth

2. The Company may enter into an agreementwith Directors (excluding those who engagein business execution) with respect to theliability in Article 423, Paragraph 1 of theCompanies Act, setting forth that the higher1

in advance or the amount set forth in laws andregulations at the maximum shall be borne, incases where such Outside Directors performed
their duties in good faith and without grossnegligence.

of the amount of 1,000,000 yen or above set
forth in advance or the amount set forth inlaws and regulations at the maximum shallbe borne, in cases where such Directors
performed their duties in good faith andwithout gross negligence.

Current Articles of Incorporation

Proposed Amendment

Chapter 5 Audit & Supervisory Board Members
Chapter 5 Audit & Supervisory Board Members
and Audit & Supervisory Board
and Audit & Supervisory Board(Exemption from Liability of Audit & Supervisory (Exemption from Liability of Audit &Board Members)
Supervisory Board Members)
Article 37
Article 37(Provision omitted)(Same as the current version)
2. The Company may enter into an agreement 2. The Company may enter into an agreementwith outside members of the Audit &with Audit & Supervisory Board Members
Supervisory Board with respect to the liability
with respect to the liability in Article 423,
Paragraph 1 of the Companies Act, settingin Article 423, Paragraph 1 of the Companies
forth that the higher of the amount ofAct, setting forth that the higher of the1,000,000 yen or above set forth in advanceamount of 1,000,000 yen or above set forth inor the amount set forth in laws andadvance or the amount set forth in laws andregulations at the maximum shall be borne,
regulations at the maximum shall be borne, inin cases where such Audit & Supervisory
cases where such outside members of theAudit & Supervisory Board performed their
Board Members performed their duties induties in good faith and without grossgood faith and without gross negligence.
negligence.

2.

Nomination of Candidates for the Board of Directors

As the term of office for six (6) Directors shall expire at the closing of the Shareholders
Meeting, we hereby propose the election of six (6) Directors as below.
NameClassCurrent Title

Fuminori Yoshida

Re-nomination

Representative Director, President & CEOLowell Sears

Re-nomination

Director

George Morstyn

Re-nomination

Director

Milton Grannatt

Re-nomination

Director

George Vandeman

Re-nomination

Director

Naoko Iino

Newly nominated－* Director candidates Mr. Lowell Sears, Dr. George Morstyn, Dr. Milton Grannatt, Mr. George
Vandeman and Ms. Naoko Iino are candidates for the position of Outside Director.

2

3.

Profile of CandidatesName(Date of Birth)

Career Summary
July, 2000
March, 2005

February, 2007
Naoko Iino
(June 10, 1960)
April, 2007
March, 2010
June, 2014

Director and Executive Vice President, Medical Planet Inc.,
Watakyu Seimoa Group
Director and President, Medical Creation Co., Ltd.,
Humantrust Group Co., Ltd.
Representative Director and President, Japan Medical
Information Research Institute Inc.
Part-time lecturer, University of Occupational andEnvironmental Health (current)
Director and Senior Executive Officer, tella, Inc.
Assistant Managing Director, Tokyo University of Science(current)* We request the election of Ms. Naoko Iino as an Outside Director in order to seek her advice andopinion on the Company’s management, as she possesses an objective perspective independent
from the Company’s management engaged in business operations, and has the capacity toleverage her wealth of knowledge and experience in senior management.

4.

Resignation from the Board of Directors
Name
Takako Ebata

Class

Current Title

Resigned[Contact]
Investor Relations
Tel: +81 (0)3 5472 11253Director