[Translation]

This document is an unofficial translation and summary of the Notice of the 78th General Meeting of Shareholders
and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness of theinformation. The Japanese original version of the document is the sole official version.

Securities code: 9987
June 3, 2024
To our shareholders:
Shigeru Asano
President and CEOSUZUKEN CO., LTD.
8 Higashikataha-machi Higashi-ku, Nagoya

NOTICE OF THE 78th GENERAL MEETING OF SHAREHOLDERS
You are hereby notified that the 78th General Meeting of Shareholders of SUZUKEN CO., LTD.
(the “Company”) will be held as described hereunder.
In convening this General Meeting of Shareholders, the Company has taken measures forproviding information that constitutes the content of reference documents for the general meetingof shareholders, etc. (matters for which measures for providing information in electronic format
are to be taken) in electronic format, and has posted the information on the Company’s website.
Please access the website using the Internet address shown below to view the information.
The Company’s website:
https://www.suzuken.co.jp/ir/stockinfo/generalmeeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s
website, it is also posted on the website of the Tokyo Stock Exchange (TSE). If you are unable toview the information on the Company’s website, please view it via the following website.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter the issue name(company name) or securities code, and click “Search,” and then click “Basic information” andselect “Documents for public inspection/PR information.”)* Regarding the materials for this General Meeting of Shareholders, regardless of whether or
not a request for delivery of written materials is made, they will be uniformly sent in written
form as in the past (excluding Notes to Consolidated Financial Statements and Notes to NonConsolidated Financial Statements).
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc.
or in writing. Please review the Reference Documents for the General Meeting of Shareholders
described below, and exercise your voting rights by the close of the Company’s business hours(5:15 p.m.) on Monday, June 24, 2024 (Japan Standard Time).

-1-

[Translation]

1. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. (Japan Standard Time)

2. Venue:

SUZUKEN Head Office, 2F Hall
8 Higashikataha-machi Higashi-ku, Nagoya

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 78th Fiscal Year(from April 1, 2023 to March 31, 2024) and Reports of Audit on the Consolidated
Financial Statements by Financial Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 78th Fiscal Year (from April 1, 2023
to March 31, 2024)
Items to be resolved:
Election of Six (6) Directors (Excluding Directors Who Are Audit
Proposal 1:
and Supervisory Committee Members)
Election of One (1) Director Who Is an Audit and Supervisory
Proposal 2:
Committee Member●

If any changes have been made to items in the Reference Document for the General Meeting of Shareholders,such changes will be posted on the Company’s website.

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[Translation]

Reference Document for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Election of Six (6) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this
General Meeting of Shareholders.
Accordingly, the Company proposes to elect six (6) Directors.
As for this proposal, the Audit and Supervisory Committee has judged that all the candidates for
Director are qualified.
The candidates are as follows:
Current positions and areas of responsibility in the
CompanyNo.

NameAttribute1

Shigeru Asano

President and Chief Executive Officer

Re-elected2

Hiromi Miyata

Chairman and Executive Officer*

Re-elected3

Hirofumi Tanaka

Director, Senior Executive Officer
Senior General Manager of Healthcare Distribution
Business Headquarters

Re-elected

4

Chie Takahashi

Director, Senior Executive Officer
Senior General Manager of Healthcare and Nursing Care
Support Business Headquarters and General Manager ofBusiness Planning Dept.

Re-elected

5

Shunichi Samura

Outside Director

6

Hideaki Nakagaki

Re-elected

Independent
officer

Newly elected

Independent
officer* Provided Mr. Hiromi Miyata is elected as proposed, the Company plans to appoint him as Chairman (nonrepresentative) and Executive Officer.

-3-

[Translation]No.

Name (Date of birth)

Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Apr. 1990

Joined the Company

Mar. 2005

Representative Director and President of CollaboCreate Co., Ltd. (current S.D. Collabo Co., Ltd.)

Jun. 2009

Executive Officer of the Company

Jul. 2010

Executive Officer, Senior General Manager of
SCM Headquarters of the Company

Apr. 2012Managing Executive Officer of the Company

Apr. 2015

Senior Executive Officer,
Senior General Manager of Corporate Planning
Headquarters,
In charge of Pharmaceutical Regulatory Affairs
Dept., and CSR Promotion Office of the Company

Jun. 2015

Director of the Company

Apr. 2017

Executive Managing Director, Senior General
Manager of Corporate Management Headquarters
and General Manager of Corporate Planning Dept.,
In charge of Risk Management Dept. of theCompany

Apr. 2019

Executive Vice President, Senior General Manager
of Corporate Management Headquarters, In chargeof Risk Management and Pharmaceutical Affairs of
the Company

Apr. 2020

Executive Vice President, Senior General Manager
of Corporate Management Headquarters

Apr. 2021

Representative Director of the Company (current
post)

Apr. 2022

President and Chief Executive Officer of theCompany (current post)(Re-elected)
1
Shigeru Asano(Aug. 4, 1966)

Number oftheCompany’s
shares held

Attendance atmeetings ofthe Board of
Directors

26,961

17/17[Reason for nomination as a candidate for Director]
Mr. Shigeru Asano has a wealth of knowledge and experience in business of the Company withmany years of his service in logistics and planning departments.
Since April 2022, he has served as President and Chief Executive Officer of the Company.
He has fully performed his duties concerning deliberation and decision-making over importantmatters at the Board of Directors as well as supervision of other Directors and Executive
Officers in execution of their duties. The Company believes he is fully qualified as Director in
the aspect of personality as well with his high ethical standards and fairness, and he will be able
to continue appropriately performing his duties as Director.

-4-[Translation]No.

Name (Date of birth)

Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Apr. 1984

Joined the Company

Jun. 2006

General Manager of Logistics Dept. of theCompany

Jun. 2008

Executive Officer of the Company

Apr. 2009

Executive Officer, General Manager of Corporate
Planning Dept. of the Company

Apr. 2011

Managing Executive Officer of the Company

Apr. 2012

Senior Executive Officer of the Company

Jun. 2012

Director of the Company

Apr. 2013

Director, Senior Executive Officer, Senior General
Manager of Corporate Planning Headquarters,
General Manager of Corporate Planning Dept. of
the Company

Apr. 2014

Director, Senior Executive Officer, Senior General
Manager of Corporate Planning Headquarters of
the Company

Apr. 2015

Executive Vice President of the Company

Apr. 2016

President and Chief Executive Officer of theCompany

Apr. 2022

Chairman and Executive Officer of the Company(current post)(Re-elected)
2
Hiromi Miyata(Apr. 24, 1960)

Number oftheCompany’s
shares held

Attendance atmeetings ofthe Board of
Directors

40,15017/17[Reason for nomination as a candidate for Director]
Mr. Hiromi Miyata has a wealth of knowledge and experience in business of the Company withmany years of his service in sales, logistics and planning departments.
Since April 2022, he has served as Chairman and Executive Officer of the Company.
He has fully performed his duties concerning deliberation and decision-making over importantmatters at the Board of Directors as well as supervision of other Directors and Executive
Officers in execution of their duties. The Company believes he is fully qualified as Director in
the aspect of personality as well with his high ethical standards and fairness, and he will be able
to continue appropriately performing his duties as Director.

-5-[Translation]No.

Name (Date of birth)(Re-elected)
3
Hirofumi Tanaka(Jan. 31, 1963)

Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Apr. 1985

Joined the Company

Oct. 2008

Sales Manager of Kanazawa Sales Dept. of theCompany

Jul. 2010

General Manager of Area Logistics Dept. of theCompany

Mar. 2012

Representative Director and President of S.D. Next
Co., Ltd. (current S.D. Collabo Co., Ltd.)

Apr. 2014

Executive Officer of the Company

Apr. 2015

Executive Officer, Senior General Manager of
SCM Headquarters of the Company

Apr. 2017

Executive Officer, Deputy Senior General
Manager of Sales Headquarters and General
Manager of Sales Planning Dept. of the Company

Apr. 2018

Managing Executive Officer of the Company

Apr. 2020

Senior General Manager of Healthcare Business
Headquarters of the Company

Jun. 2020

Director of the Company

Apr. 2021

Senior General Manager of Healthcare Business
Headquarters and General Manager of Healthcare
Business Planning Dept. of the Company

Jun. 2021

Resigned from Director of the Company

Oct. 2021

Deputy Senior General Manager of Wholesale
Business Headquarters and General Manager of
Product Strategy Management Dept. of theCompany

Apr. 2022

Senior Executive Officer, Senior General Manager
of Wholesale Business Headquarters of theCompany

Apr. 2023

Senior Executive Officer, Senior General Manager
of Healthcare Distribution Business Headquartersof the Company (current post)

Jun. 2023

Director of the Company (current post)

Number oftheCompany’s
shares held

Attendance atmeetings ofthe Board of
Directors

15,351

14/14[Reason for nomination as a candidate for Director]
Mr. Hirofumi Tanaka has a wealth of knowledge and experience in business of the Company
with many years of his service in the sales and logistics departments.
Since June 2023, he has served as Director, Senior Executive Officer, Senior General Manager
of Healthcare Distribution Business Headquarters of the Company.
He has fully performed his duties concerning deliberation and decision-making over importantmatters at the Board of Directors as well as supervision of other Directors and Executive
Officers in execution of their duties. The Company believes he is fully qualified as Director in
the aspect of personality as well with his high ethical standards and fairness, and he will be able
to continue appropriately performing his duties as Director.

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[Translation]No.

Name (Date of birth)

Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Apr. 2000

Joined the Company

Apr. 2015

General Manager of Pharmaceutical Regulatory
Affairs Dept. of the Company

Feb. 2017

General Manager of Corporate Communications
Dept. of the Company

Feb. 2019

General Manager of Pharmaceutical Affairs
Supervisory Office of the Company

Apr. 2020

Executive Officer, In charge of Pharmaceutical
Affairs, Internal Control, and Audit, and General
Manager of Pharmaceutical Affairs Supervisory
Office of the Company

Jun. 2020

Director of the Company (current post)

Apr. 2023

Senior Executive Officer, Senior General Manager
of Healthcare Solutions Business Headquarters,
and General Manager of Solutions Business
Planning Dept. of the Company

Jan. 2024

Senior Executive Officer, Senior General Manager
of Healthcare and Nursing Care Support Business
Headquarters, and General Manager of Solutions
Business Planning Dept. of the Company

Apr. 2024

Senior Executive Officer, Senior General Manager
of Healthcare and Nursing Care Support Business
Headquarters, and General Manager of Business
Planning Dept. of the Company (current post)(Re-elected)
4
Chie Takahashi(Aug. 17, 1967)

Number oftheCompany’s
shares held

Attendance atmeetings ofthe Board of
Directors

9,211

17/17

[Reason for nomination as a candidate for Director]
Ms. Chie Takahashi has a wealth of knowledge and experience in business of the Company withmany years of her service in the pharmaceutical affairs department.
Since April 2024, she has served as Director, Senior Executive Officer, Senior General Manager
of Healthcare and Nursing Care Support Business Headquarters, and General Manager ofBusiness Planning Dept. of the Company.
She has fully performed her duties concerning deliberation and decision-making over importantmatters at the Board of Directors as well as supervision of other Directors and Executive
Officers in execution of their duties. The Company believes she is fully qualified as Director in
the aspect of personality as well with her high ethical standards and fairness, and she will beable to continue appropriately performing her duties as Director.

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[Translation]No.

Name (Date of birth)(Re-elected)(Independent officer)
5Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Mar. 1969

Joined Matsuzakaya Co., Ltd. (current Daimaru
Matsuzakaya Department Stores Co. Ltd.)May 1999

Director, General Manager of Nagoya Division andNagoya Store Manager of Matsuzakaya Co., Ltd.

May 2002

Representative Director, General Manager ofNagoya Division and Nagoya Store Manager of
Matsuzakaya Co., Ltd.

May 2006

Representative Director, President and Executive
Officer of Matsuzakaya Co., Ltd.

Sep. 2006

Representative Director and President of
Matsuzakaya Holdings Co., Ltd. (current J. Front
Retailing Co., Ltd.)

Sep. 2007

Director of J. Front Retailing Co., Ltd.

Mar. 2010

Representative Director and President of J. Front
Retailing Co., Ltd.

Apr. 2013

Representative Director and Chairman of J. Front
Retailing Co., Ltd.

Jun. 2016

Outside Director of Chubu-Nippon BroadcastingCo., Ltd. (current post)

Jun. 2020

Special Advisor of J. Front Retailing Co., Ltd.
(current post)

Jun. 2021

Outside Director of the Company (current post)(Outside Director)
Shunichi Samura(Jan. 31, 1946)

Number oftheCompany’s
shares held

Attendance atmeetings ofthe Board of
Directors

0

17/17

[Important Concurrent Positions]
Outside Director of Chubu-Nippon Broadcasting Co., Ltd.
[Reason for nomination as a candidate for Outside Director and overview of the expected role]
Mr. Shunichi Samura has a wealth of experience of his service in corporate management for
many years, mainly in the department store industry. Since June 2021, he has fully performed
his duties by objectively engaging in deliberation and decision-making over important mattersat the Board of Directors as well as supervision of other Directors and Executive Officers inexecution of their duties from his independent and neutral position as Outside Director of theCompany. The Company believes he is fully qualified as Director in the aspect of personality as
well with his high ethical standards and fairness, and he will be able to continue appropriately
performing his duties as Outside Director.
The role he is expected to fulfill as Outside Director is the same as the reason described above.

-8-

[Translation]No.

Name (Date of birth)(Newly elected)

Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Apr. 1982

Joined Ministry of Health and Welfare (current
Ministry of Health, Labour and Welfare)Feb. 2013

Deputy Director-General of Office of Healthcare
Policy of Cabinet Secretariat

Oct. 2015

Director-General of Pharmaceutical Safety andEnvironmental Health Bureau of Ministry of
Health, Labour and Welfare

Jun. 2016Retired from Ministry of Health, Labour andWelfareSep. 2016

Specially Appointed Professor of Tokyo Medical
and Dental University

Apr. 2022

Advisor of Tokyo Medical and Dental University(current post)(Independent officer)
6(Outside Director)

Number oftheCompany’s
shares held

Attendance atmeetings ofthe Board of
Directors

0[Reason for nomination as a candidate for Outside Director and overview of the expected role]
Mr. Hideaki Nakagaki has a wealth of knowledge and experience of his service in
Hideaki Nakagaki
administration of health, labor and welfare for many years.
(May 28, 1958)
The Company expects that he will fully perform his duties by objectively engaging indeliberation and decision-making over important matters at the Board of Directors as well as
supervision of other Directors and Executive Officers in execution of their duties from his
independent and neutral position as Outside Director of the Company. The Company believes
he is fully qualified as Director in the aspect of personality as well with his high ethicalstandards and fairness, and he will be able to appropriately perform his duties as Outside
Director.
The role he is expected to fulfill as Outside Director is the same as the reason described above.
For this reason, the Company believes that he can suitably perform the duties of the position
although he has not been involved in the management of a company except as an outside officer.
Notes:
1. There are no special conflicts of interests between the Company and any of the candidates.
2. The number of the Company’s shares held by each candidate does not include the number of shares
owned through the Suzuken Group Corporate Officers Stock Ownership Association.
3. Mr. Shunichi Samura and Mr. Hideaki Nakagaki are both candidates for Outside Directors.
4. The Company notified the Tokyo Stock Exchange, the Nagoya Stock Exchange and the Sapporo
Stock Exchange that Mr. Shunichi Samura is an independent officer as stipulated in each regulation of
the said Exchanges. Provided he is elected as proposed, the Company plans for his appointment as anindependent officer to continue.
Provided Mr. Hideaki Nakagaki is elected as proposed, the Company plans to newly appoint him as
an independent officer.
5. Mr. Shunichi Samura currently serves as an Outside Director of the Company. As of the conclusion ofthis General Meeting of Shareholders, he will have served as an Outside Director for a period of three(3) years.
6. In accordance with Article 427, paragraph 1 of the Companies Act of Japan and Article 29 of the
Articles of Incorporation of the Company, the Company has entered into an agreement with Mr.
Shunichi Samura to limit his liability for damages under Article 423, paragraph 1 of the Companies
Act. In this agreement, the maximum liability amount is the amount stipulated by Article 425,
paragraph 1 of the Companies Act.
Provided Mr. Shunichi Samura is elected as proposed, the Company plans to continue the agreement
limiting liability with him.
Provided Mr. Hideaki Nakagaki is elected as proposed, the Company plans to enter into the same
agreement limiting liability with him.
7. 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. This insurance policy
covers damages arising from claim for damages filed during the period of insurance, which is
attributable to actions taken by the insured persons in the course of execution of their duties ascorporate officers. The Company plans to renew this insurance policy with the same coverage at thetime of the next renewal.
Provided Mr. Hideaki Nakagaki is elected as proposed, he will be included as an insured person inthis insurance policy.

-9-

[Translation]

Proposal 2:

Election of One (1) Director Who Is an Audit and Supervisory
Committee Member

Toshiaki Iwatani, a Director who is an Audit and Supervisory Committee Member, will resign
at the conclusion of this General Meeting of Shareholders. As his alternate, the Company
proposes to elect one (1) Director who is an Audit and Supervisory Committee Member.
The term of office of the Director who is an Audit and Supervisory Committee Member to beelected at this General Meeting of Shareholders will be until the expiration of the term of officeof the resigning Director who is an Audit and Supervisory Committee Member, in accordancewith the provisions of the Articles of Incorporation of the Company.
In addition, the consent of the Audit and Supervisory Board has been obtained for this proposal.
The candidate for the role of Director who is an Audit and Supervisory Committee Member is
as follows:
Name (Date of birth)

Career summary, positions and areas of responsibility in the
Company, and important concurrent positions
Apr. 1999

Registered as an Attorney
Joined Ishihara Law Firm (current Ishihara Law
Office) (current post)

Jun. 2014

Outside Audit & Supervisory Board Member ofSynclayer Inc.

Apr. 2015

Vice Chair of Aichi Bar Association
Director of Chubu Federation of Bar Association

Apr. 2017

Member of Nagoya City Information Disclosure
Review Board (current post)

Apr. 2020

Member of Ombuds 6 Committee of Nagoya
Broadcasting Network (current post)

Jun. 2020

Outside Director of Aica Kogyo Company,
Limited (current post)

Mar. 2021

Outside Director of Synclayer Inc. (Audit andSupervisory Committee Member) (current post)(Newly elected)(Independent officer)(Outside Director)
Ayako Shimizu(Jun. 6, 1972)

Number of the Company’s
shares held

0

[Important Concurrent Positions]
Attorney
Outside Director of Aica Kogyo Company, Limited
Outside Director of Synclayer Inc. (Audit and Supervisory
Committee Member)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of the expected role]
Ms. Ayako Shimizu has high level of expertise and insight as an attorney.
The Company expects that she will fully perform her duties by objectively engaging in deliberation and decision-making overimportant matters at the Board of Directors as well as auditing and supervision of other Directors and Executive Officers inexecution of their duties from her independent and neutral position as Outside Director who is an Audit and Supervisory
Committee Member of the Company. The Company believes she is fully qualified as Director in the aspect of personality as
well with her high ethical standards and fairness, and she will be able to appropriately perform her duties as Outside Director
who is an Audit and Supervisory Committee Member.
The role she is expected to fulfill as Outside Director is the same as the reason described above.
For this reason, the Company believes that she can suitably perform the duties of the position although she has not been
involved in the management of a company except as an outside officer.
Notes:
1. There are no special conflicts of interests between the Company and the candidate.
2. Ms. Ayako Shimizu is a candidate for Outside Director.
3. Provided Ms. Ayako Shimizu is elected as proposed, the Company plans to notify the Tokyo Stock
Exchange, the Nagoya Stock Exchange and the Sapporo Stock Exchange that she is an independent
officer as stipulated in each regulation of the said Exchanges.
4. Provided Ms. Ayako Shimizu is elected as proposed, in accordance with Article 427, paragraph 1 of
the Companies Act of Japan and Article 29 of the Articles of Incorporation of the Company, theCompany plans to enter into an agreement with her to limit her liability for damages under Article
423, paragraph 1 of the Companies Act. In this agreement, the maximum liability amount is theamount stipulated by Article 425, paragraph 1 of the Companies Act.

- 10 -

[Translation]

5.

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. This insurance policy
covers damages arising from claim for damages filed during the period of insurance, which is
attributable to actions taken by the insured persons in the course of execution of their duties ascorporate officers. The Company plans to renew this insurance policy with the same coverage at thetime of the next renewal.
Provided Ms. Ayako Shimizu is elected as proposed, she will be included as an insured person in thisinsurance policy.
Ms. Ayako Shimizu’s name on the family register is Ayako Watanabe.

- 11 -

[Translation](Reference)
Skills Matrix of Candidates for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members) and Directors Who Are Audit and Supervisory
Committee Members
Director/
Audit andSupervisory
Committee
MemberInside/Outside

Shigeru Asano

Director

Inside9

Male★

Hiromi Miyata

Director

Inside

12

Male

★

Hirofumi
TanakaDirector

Inside2

Male

Chie Takahashi

Director

Inside4

FemaleDirector

Outside3

Male

Director

OutsideNew

Male

Inside8

MaleOutside3

MaleOutside1

MaleOutsideNew

FemaleName

ShunichiSamuraHideakiNakagakiHisashi Tamura

TakeshiOgasawara
Toshimichi
Kondo

Ayako Shimizu

Audit andSupervisory
Committee
MemberAudit andSupervisory
Committee
MemberAudit andSupervisory
Committee
MemberAudit andSupervisory
Committee
MemberTerm of
Office*Total- 12 -

Male/Female

Corporate
Management

Sales
Marketing

★
★

★

★

[Translation]

Name

Logistics
SCM

Finance andAccounting

Shigeru Asano★

★

Hiromi Miyata★

Hirofumi Tanaka★

Legal, Risk
Management,
ComplianceBusiness
Governmental
Development Experience★
★

★

Chie Takahashi★
★

Shunichi Samura
HideakiNakagakiHisashi Tamura
TakeshiOgasawara
Toshimichi
Kondo
Ayako Shimizu

Other
Corporate
Management
Experience* IncludingInternational
Experience

★
★

★
★

★

★

★
★

Notes: 1. The above table lists up to four areas in which the Company has particular expectations for candidates for
Director (excluding Director who is an Audit and Supervisory Committee Member) and Directors who
are Audit and Supervisory Committee Members, and does not indicate that the candidate does not haveknowledge in areas not listed.
2. The figures stated for term of office represent the cumulative term of office as an officer of the Company(including the posts of Director and Director who is an Audit and Supervisory Committee Member) as ofthe end of the 78th Fiscal Year (fiscal year ended March 31, 2024).
3. Three Directors who are Audit and Supervisory Committee Members (Hisashi Tamura, Takeshi
Ogasawara, and Toshimichi Kondo) are not up for election this time and therefore are not candidates for
Director. However, they are presented for reference.

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