November 24, 2020

Company Name:
Representative:

Contact:

Sawai Pharmaceutical Co., Ltd.
Kenzo Sawai
President, Representative Director(Code No.: 4555, TSE, 1st Section)
Yasushi Kora
General Manager, Public Relations &Investor Relations Office(TEL: +81-6-6105-5823)

Notice of Convocation of an Extraordinary General Meeting of Shareholders and theMatters to be Resolved Thereat, as well as Partial Amendments to the Articles ofIncorporation
As announced in the “Notice of Transition to a Holding Company Structure through Sole-Share
Transfer and Establishment of the Record Date for Convocation of an Extraordinary General
Meeting of Shareholders” dated July 28, 2020, Sawai Pharmaceutical Co., Ltd. (the “Company”)
is planning to incorporate a holding company (wholly owning parent company) called SAWAIGROUP HOLDINGS Co., Ltd. (“SAWAI GROUP HOLDINGS”) through sole-share transfer by
the Company (the “Share Transfer”), subject to approval of the same at an extraordinary general
meeting of shareholders (the “Extraordinary General Meeting”).
Please be advised that, at the Board of Directors’ meeting held today, the Company resolved toconvene the Extraordinary General Meeting for approval of the share transfer plan pertaining to theShare Transfer and the partial amendments to the Articles of Incorporation of the Company, as
further described below. Please see the “Notice of Transition to a Holding Company Structure
through Sole-Share Transfer and Establishment of the Record Date for Convocation of an
Extraordinary General Meeting of Shareholders” dated July 28, 2020 with respect to the purpose ofthe transition to a holding company structure, summary of the Share Transfer, and other relatedmatters.

1.

Date and Venue of the Extraordinary General Meeting and the Matters to be Resolved(1) Date and Venue of the Extraordinary General MeetingDate:

10:00 a.m., December 21 (Monday), 2020 (Japan time)

Venue:

10th Floor Hall, Head Office and Research Laboratories
Sawai Pharmaceutical Co., Ltd.

5-2-30, Miyahara, Yodogawa-ku, Osaka(2) Matters to be Submitted for Resolution at the Extraordinary General Meeting
Agenda No. 1:

Incorporation of the Wholly Owning Parent Company through Sole-Share
Transfer

Agenda No. 2:
2.

Partial Amendments to the Articles of Incorporation

Purpose, Details and Schedule of the Amendments to the Articles of Incorporation(1) Purpose of the Amendments to the Articles of Incorporation
The Company has prescribed the record date for the Annual General Meetings of Shareholders
in Article 13 of its current Articles of Incorporation pursuant to the provisions of Paragraph(3), Article 124 of the Companies Act, in order to smoothly carry out clerical procedures forthe convocation of the Annual General Meetings of Shareholders or other related matters.
Once Agenda No. 1 described above is approved at the Extraordinary General Meeting andthe Share Transfer comes into effect, SAWAI GROUP HOLDINGS will be the sole
shareholder of the Company. Consequently, the said provision concerning the record date forvoting rights for the Annual General Meetings of Shareholders, which assumes the existenceof a large number of shareholders, will become unnecessary.
Therefore, the record date system for voting rights for the General Meetings of Shareholders
will be abolished and Article 13 of the current Articles of Incorporation will be deleted, andupon such amendment, each article from Article 14 onwards of the current Articles ofIncorporation will be renumbered accordingly as Article 13 onwards.
Please note that the amendments to the Articles of Incorporation described above will comeinto effect on April 1, 2021, subject to the approval of Agenda No. 1 at the Extraordinary
General Meeting and the Share Transfer coming into effect on April 1, 2021.
In addition, while SAWAI GROUP HOLDINGS will be the sole shareholder that will exercise
voting rights at the 73rd Annual General Meeting of Shareholders of the Company as a resultof the Share Transfer and the partial amendments to the Articles of Incorporation, theCompany will pay dividends from surplus (year-end dividends) of the Company for the fiscal
year ending March 2021 (from April 1, 2020 to March 31, 2021) to the shareholders andregistered pledgees of the shares of the Company entered or recorded in the latest shareholder
register as of March 31, 2021, pursuant to Article 37.1 of the current Articles of Incorporation(Article 36.1 of the amended Articles of Incorporation). The amount of the dividends fromsurplus (the amount of year-end dividends) will be as already announced in the “Summary ofFinancial Results for the 1st Half of FY Ending March 2021 [IFRS] (Consolidated)” dated
November 9, 2020.

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(2) Details of Amendments to the Articles of Incorporation
The details of the amendments are as follows (the text of Articles of the current Articles ofIncorporation which remains unchanged is omitted).

Current Articles of Incorporation(The underlined text indicates amendments.)
Proposed Articles of Incorporation
after Amendments

Article 13.
(Record Date for Annual GeneralMeetings of Shareholders)
The record date for voting rights for the Annual
General Meetings of Shareholders of theCompany shall be March 31 of each year.

(Deleted)

Article 13 – Article 38 (Unchanged)

Article 14 – Article 39 (Omitted)(3) Schedule of the Amendments to the Articles of Incorporation
Extraordinary General Meeting for the amendments toDecember 21 (Monday), 2020
the Articles of Incorporation (tentative date)
Date of the amendments to the Articles of Incorporation
April 1 (Thursday), 2021
coming into effect (tentative date)End.

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