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.

Securities Code: 4548
May 29, 2023
(Start date of measures for electronic provision: May 22, 2023)
To Our Shareholders
Ken Mizutani
Representative Director and Member of the Board,
President & CEO
SEIKAGAKU CORPORATION
6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Convocation Notice of the 77th Ordinary General Meeting of Shareholders
We would like to inform you that the 77th Ordinary General Meeting of Shareholders of SEIKAGAKUCORPORATION (the “Company”) will be held as indicated below.
When convening this general meeting of shareholders, the Company provides information contained in the reference
documents for the general meeting of shareholders, etc. (the matters to be provided electronically) electronically, andposts this information as “Convocation Notice of the 77th Ordinary General Meeting of Shareholders” on the
Company’s website and the below website for posted informational materials for the general meeting of shareholders
on the Internet. Please access either of the websites mentioned below to review the information.
<The Company’s website>
https://www.seikagaku.co.jp/ja/ir/stock/meeting.html (in Japanese)<Website for posted informational materials for the general meeting of shareholders>
https://d.sokai.jp/4548/teiji/ (in Japanese)
In addition to posting the matters to be provided electronically on the websites above, the Company also posts thisinformation on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company
Search) by using the internet address shown below, enter the issue name (company name) or securities code, andclick “Search,” and then click “Basic information” and select “Documents for public inspection/PR information.”
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the Meeting, you may exercise your voting rights via the Internet or by sending theenclosed voting form by postal mail. Please review the Reference Documents for General Meeting of Shareholders,and exercise your voting rights so that your vote is received by 5 p.m. on Monday, June 19, 2023 (JST).

-1-1. Date and Time: Tuesday, June 20, 2023 at 10:00 a.m. (JST)(Reception starts at 9:15 a.m.)
2. Venue:
Fourth floor hall, Otemachi Sankei Plaza
7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 77th fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 77th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members<Points to note regarding the general meeting of shareholders>- If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the meeting.
However, please note that a document verifying the proxy right of the person representing you must be submitted.
- Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approvalof the proposal.
- If any corrections are made to the matters to be provided electronically, a notice of the revisions and the details of the matters before
and after the revisions will be posted on the Company’s website and the website for posted informational materials for the general
meeting of shareholders as well as TSE website as indicated on page 1.
- Pursuant to the relevant laws and regulations and the provision of Article 16 of the Company’s Articles of Incorporation, thefollowing items among the matters to be provided electronically are not included in the paper copy to be sent to shareholders who
have requested it. Accordingly, the paper copy that is sent to shareholders who have requested it is part of the documents includedin the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor when they create their respective audit
reports.
i.
“Matters Concerning Accounting Auditor” and “System to Ensure the Appropriateness of Business Operations and Status ofOperations of the System” of the Business Reportii. “Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to the Consolidated Financial Statements” of theConsolidated Financial Statements
iii. “Non-consolidated Statements of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated Financial Statements”
of the Non-consolidated Financial Statements- In accordance with a revision of the Companies Act, in principle you are to check the matters to be provided electronically byaccessing either of the websites included on page 1, and we have decided to deliver the paper copy only to shareholders who haverequested it by the record date. However, for this general meeting of shareholders, we deliver paper-based documents stating thematters to be provided electronically to all shareholders, regardless of whether or not they have requested them.
- Depending on the situation regarding the spread of COVID-19 infections and any announcements by governments, etc. up to the
day of this general meeting of shareholders, our arrangements for the meeting are subject to updating. You are kindly requested tocheck information disseminated through the Company’s website as indicated on page 1.

-2-

Proposals and Reference Information
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company believes that sustainable profit growth and the enhancement of corporate value contribute to thesharing of common interest with shareholders. The Company recognizes that the return of profits to shareholders is
one of its important management tasks, and will strive for continued return of profits in the consideration of trends
in business performance, financial conditions and other factors.
As per the dividend forecast announced in November 2022, the Company proposes to pay year-end dividends for the
fiscal year as follows, consisting of an ordinary dividend of ¥13 per share:
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property to shareholders and their aggregate amount
Per share of common stock of the Company ¥13
Total dividends¥709,033,832
Accordingly, including the interim dividend of ¥13 per share, the annual dividend will be ¥26 per share.
Effective date of dividends of surplus
Wednesday, June 21, 2023

-3-

Proposal No. 2

Election of Five Directors

At the conclusion of this ordinary general meeting of shareholders, the terms of office of all six Directors will expire.
In that regard, the Company proposes the election of five Directors, decreasing the number of Directors by one due
to a change to the management system.
The candidates for Director are as follows:<Reference> List of candidates
Candidate
No.

1

Name

Ken Mizutani

Reelection

Term ofoffice as
Director

Current position and responsibility
in the Company

Attendance atmeetings of theBoard of Directors

33 yearsRepresentative Director andMember of the Board, President &
CEO

100%
(14 of 14)100%(14 of 14)

2

Toshiyuki Okada

Reelection

6 years

Director
Executive Vice President responsiblefor Business Development &Marketing3

Yosuke Funakoshi

Reelection

5 years

Director
Executive Vice President responsible
for Research & Development100%(14 of 14)

Mio Minaki

Reelection
Outside Director
Independent
Officer

4 years

Outside Director100%(14 of 14)

Yasuyuki Sugiura

Reelection
Outside Director
Independent
Officer

2 years

Outside Director100%(14 of 14)

4

5

-4-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company

Joined Mitsubishi Chemical Industries Limited(current Mitsubishi Chemical Corporation)
Deputy Head of Electronics Materials
Sept. 1983
Joined the Company
Aug. 1988
Director, Head of Research Biologicals andJune 1990
Diagnostics Marketing
Director, Senior Executive Vice President
June 1993
responsible for Planning and Manufacturing
Director, Senior Executive Vice President
June 1996
responsible for Pharmaceuticals and Fine
Chemicals
Director, Senior Executive Vice President
July 1997
responsible for Pharmaceuticals, Fine
Chemicals and New Business Development
Director, Senior Executive Vice President
Nov. 1997
responsible for Pharmaceuticals, Fine
Chemicals, New Business Development and
ACC
Director, Senior Executive Vice President
June 1998
responsible for Marketing
Ken Mizutani
Director, Senior Executive Vice President andJune 2000(March 10, 1948)
Head of Central Research Laboratory
Reelection
Representative Director and Member of theJune 2002
Board, Senior Executive Vice President
Term of office as Director:
responsible for Pharmaceuticals, Fine
Chemicals, Oral Care, Glycoforum, and Head33 years
465,640 sharesof Central Research Laboratory
Representative Director and Member of theJune 2003
Attendance at meetings of theBoard, Senior Executive Vice President
Board of Directors during the fiscal
responsible for Pharmaceuticals, Fine
year under review:
Chemicals, LAL Strategic Planning and Head
100% (14 of 14)
of Central Research Laboratory
Representative Director and Member of theJune 2004
Board, Senior Executive Vice President
responsible for Research & Development andFine Chemical Marketing
Representative Director and Member of theJune 2005
Board, President & Chief Executive Officer(CEO)
Representative Director and Member of theJune 2014
Board, President & CEO, Head of
Manufacturing
Representative Director and Member of theJan. 2015
Board, President & CEO
Representative Director and Member of theJune 2018
Board, President & CEO, Head of
Manufacturing
Representative Director and Member of theJune 2019
Board, President & CEO (current position)[Significant concurrent positions outside the Company]
Chairman of Mizutani Foundation for Glycoscience[Reasons for nomination as candidate for Director]
With experiences in a wide range of fields centered on corporate strategy, marketing, and research and development, Ken
Mizutani is familiar with all aspects of the Company and has high insight regarding business management. As
Representative Director, he plays a central role of decisions on important matters and supervising business execution, andis substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we judged that hewill be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainable growth andenhancement of the corporate value of the Company over the medium to long term.
Apr. 1970

1

Number of theCompany’s shares
owned

-5-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Apr. 1989
Sept. 1996
Feb. 2015

Sept. 2015

Toshiyuki Okada(August 27, 1960)
Reelection
Term of office as Director:
6 years2

Oct. 2015

June 2016

Jan. 2017
Attendance at meetings of theBoard of Directors during the fiscal
June 2017
year under review:
100% (14 of 14)
Aug. 2017

Jan. 2018

Apr. 2018

June 2018

Joined Dow Corning Japan Co., Ltd.
Joined Johnson & Johnson Medical K. K.
(current Johnson & Johnson K. K.)
Vice President and Chief Technology Officer(Regulatory Affairs, Quality Assurance,
Pharmacovigilance, R&D, GCP Auditing,
Medical Affairs, Clinical Development & Postmarketing Research, Quality Regulatory
Compliance and Professional Education)
Joined the Company
Executive Vice President, Deputy responsible
for Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Executive Vice President responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Executive Vice President responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Executive Vice President responsible forMarketingDirector, Executive Vice President responsible
for Marketing
Director, Executive Vice President responsible
for Marketing and Head of North American
Business
Director, Executive Vice President responsible
for Marketing, Head of Pharmaceuticals
Marketing and North American BusinessDirector, Executive Vice President responsible
for Marketing and Head of Marketing Planning,
Pharmaceuticals Marketing, International
Marketing and North American BusinessDirector, Executive Vice President responsiblefor Business Development & Marketing(current position)

Number of theCompany’s shares
owned

16,601 shares[Reasons for nomination as candidate for Director]
Toshiyuki Okada has global insight and abundant know-how on pharmaceutical industry in general through experiencing awide range of operations at foreign-affiliated pharmaceutical companies. He has been driving the strengthening ofdomestic and overseas business bases, and is substantially fulfilling his duties as Director. We have nominated him as a
candidate for Director as we judged that he will be able to continue to utilize his abilities, knowledge and experience tocontribute to the sustainable growth and enhancement of the corporate value of the Company over the medium to long
term.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Apr. 1990
June 2008
July 2009
Aug. 2012

Yosuke Funakoshi(November 28, 1965)
Reelection
Term of office as Director:
5 years3

Aug. 2014

Oct. 2014

Attendance at meetings of theJune 2016
Board of Directors during the fiscal
year under review:
100% (14 of 14)
June 2017

June 2018

Oct. 2021

Joined ONO PHARMACEUTICAL CO., LTD.
Joined Takeda Pharmaceutical Company
LimitedTakeda Pharmaceuticals International, Inc.
Senior Director of Strategic Development
Takeda Global Research & Development
Center Inc. (current Takeda Development
Center Americas, Inc.)
Vice President of Strategic Project Management
Joined the Company
Senior Vice President and assistant to Senior
Executive Vice President responsible for
Research & Development
Senior Vice President and Head of ClinicalDevelopment
Executive Vice President, Deputy responsible
for Research & Development and Head ofClinical Development
Executive Vice President responsible for
Research & Development and Head of ClinicalDevelopment
Director, Executive Vice President responsible
for Research & Development and Head ofClinical Development
Director, Executive Vice President responsible
for Research & Development (current position)

Number of theCompany’s shares
owned

17,201 shares[Reasons for nomination as candidate for Director]
Yosuke Funakoshi has a high-level insight through years of pharmaceutical research and development, and a global
perspective that makes full use of his overseas work experience. He has been driving new drug research and development,
and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we judged that
he will be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainable growth andenhancement of the corporate value of the Company over the medium to long term.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Apr. 1999
Oct. 2003

4

Number of theCompany’s shares
ownedJoined MIT Corporation
Public prosecutor, Tokyo District Public
Prosecutors Office
Apr. 2004
Public prosecutor, Osaka District Public
Prosecutors Office
Apr. 2005
Public prosecutor, Fukuoka District Public
Prosecutors Office
Mio Minaki
Apr. 2014
Litigation Department Attorney, Ministry of(April 6, 1973)
Justice Fukuoka Legal Affairs Bureau
Candidate for Outside Director
Apr. 2016
Public prosecutor, Tokyo District Public
Reelection
Prosecutors Office
Independent Officer
Apr. 2017
Assigned as Head of Legal Affairs Department
to Agriculture, forestry and fisheries Fund
Term of office as Director:–
corporation for Innovation, Value-chain and
4 years
Expansion Japan
Apr. 2019
Admitted to the bar in Japan
Attendance at meetings of theApr. 2019
Joined Minaki & Kitazawa Law Office (current
Board of Directors during the fiscal
position)year under review:
June
2019
Outside Director of the Company (current
100% (14 of 14)
position)[Significant concurrent positions outside the Company]
Partner of Minaki & Kitazawa Law OfficeOutside Auditor of NITTOKU CO., LTD.
* There had been no transaction between the Company and any
significant concurrent positions held by Mio Minaki for the
past three years.
[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Based on her years of abundant experience in the judicial field and insight with regard to corporate legal affairs, we havenominated Mio Minaki as a candidate for Outside Director as she actively advises and makes recommendations and fulfills
an important role as Outside Director. Although Mio Minaki does not have direct experience in corporate management
other than as an outside officer, she is deemed capable of appropriately supervising management and performing otherduties as Outside Director based on her knowledge and experience.
If her reappointment is approved, we expect her contribution to the sustainable growth and enhancement of the corporate
value of the Company over the medium to long term by utilizing her insight into the judicial field and corporate legal
affairs and through the supervision of management from an independent and objective perspective. In addition, as an
ongoing member of the Nomination and Remuneration Committee, she will be involved in and provide supervision ofdecisions on officer personnel proposals and director remuneration.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Apr. 1978
Apr. 1998

5

Number of theCompany’s shares
ownedJoined Mitsubishi Corporation
General Manager, Washington Office,Mitsubishi International Corporation
Jan. 2003
Head of International Strategy ResearchInstitute, Mitsubishi Corporation
Apr. 2004
General Manager, Business Department
Apr. 2006
CFO and SVP in charge of Corporate
Department, Mitsubishi International
Corporation
Apr. 2008
General Manager, Corporate Communications
Yasuyuki Sugiura
Department, Mitsubishi Corporation(September 25, 1953)
Apr. 2009
Executive Officer and General Manager,
Candidate for Outside Director
Corporate Communications Department,
Reelection
Corporate Strategy & Planning Division
Independent Officer
Apr. 2012
President & Director and Head of Chicago
Branch, Mitsubishi International Corporation
Term of office as Director:–
Apr. 2013
Executive Vice President, Mitsubishi
2 years
Corporation and President & Director,
Mitsubishi Corporation (Americas)
Attendance at meetings of theApr. 2016
Advisor, Mitsubishi Corporation (current
Board of Directors during the fiscal
position)year under review:
June
2017
Managing Director, Toyo Bunko (current
100% (14 of 14)
position)
June 2021
Outside Director of the Company (current
position)[Significant concurrent positions outside the Company]
Advisor of Mitsubishi Corporation
Managing Director of Toyo Bunko
Outside Director of SENKO Group Holdings Co., Ltd.
* There had been no transaction between the Company and any
significant concurrent positions held by Yasuyuki Sugiura forthe past three years.
[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Yasuyuki Sugiura has been involved in corporate management mainly in the U.S. and Canada for many years at a general
trading company, and based on his abundant international experience and a wide range of insight, he actively gives
guidance and recommendations, playing an important role as Outside Director. We have therefore nominated him as a
candidate for Outside Director.
If his reappointment is approved, we expect his contribution to the sustainable growth and enhancement of the corporate
value of the Company over the medium to long term by utilizing his insights into global corporate management andthrough the supervision of management from an independent and objective perspective. In addition, as an ongoing memberof the Nomination and Remuneration Committee, he will be involved in and provide supervision of decisions on officer
personnel proposals and director remuneration.

-9-Notes:1. There is no special interest between any of the candidates and the Company.
2. The Company makes donations to Mizutani Foundation for Glycoscience at which Ken Mizutani serves as Chairman.
Because the Foundation aims to contribute to the welfare of mankind through the development of Glycoscience, thedonation to the foundation is approved by the Company’s Board of Directors as an appropriate transaction that fits theCompany’s business objective of working on drug development, mainly Glycoscience. The Company has entered into a
service agreement with the Foundation, under which the Company is entrusted with part of the information systems service
for the Foundation and receives a reasonable amount of consideration. The agreement is also approved by the Company’s
Board of Directors as an appropriate transaction. In addition, he has not received any remuneration from the Foundation,and none of his relatives are an officer or employee of the Foundation.
3. As Mio Minaki and Yasuyuki Sugiura satisfy the requirements for independent officer established by Tokyo Stock
Exchange Inc. and the Independence Criteria for Outside Officers of the Company as stated below, the Company has
submitted notification to Tokyo Stock Exchange, Inc. that they have been appointed as independent officers.
4. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with an Outside Director(excluding a Director who is an executive director, etc.) to limit the scope of his or her liability for damages to the Company,in order to enable the Outside Director to fully exercise his or her duties as expected. Accordingly, the Company hasentered into agreements with Mio Minaki and Yasuyuki Sugiura to limit their liability, if a case falls under requirements
specified by laws and regulations regarding the liability under Article 423, paragraph 1 of the Companies Act. Pursuant
to those agreements, the defined maximum amount of liability is the amount provided for under Article 425, paragraph 1of the Companies Act. If the reappointment of Mio Minaki and Yasuyuki Sugiura is approved, the Company plans torenew the aforementioned agreements with them.
5. The Company has entered into a Directors and officers’ liability insurance policy with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act to cover the compensation for damages and litigation expenses, etc.
that would be borne by the insured in the event that a claim for damages is made against the insured during the insured
period due to an act committed in the execution of duties by the insured (including acts by negligence). The Company
shall bear the full amount of premiums for all of the insured, and if the reappointment of each candidate is approved, heor she will become the insured under said insurance policy. In addition, the Company plans to renew the insurance policy
with the same contents during the term of office.

- 10 -

Proposal No. 3

Election of Three Audit & Supervisory Board Members

At the conclusion of this ordinary general meeting of shareholders, the terms of office of Audit & Supervisory Board
Member Mie Fujimoto, Shinkichi Matsuo and Takayuki Maruyama will expire. Therefore, the Company proposes
the election of three Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:<Reference> List of candidates
Candidate
No.

Term ofoffice as
Audit &
Supervisory
Board
Member:Name

Current position andresponsibility in the Company

Attendance atmeetings of the
Audit &
Supervisory
Board

Attendance atmeetings of theBoard ofDirectors

1

Shinkichi Matsuo

Reelection

4 years

Outside Audit & Supervisory
Board Member

100%(14 of 14)100%(14 of 14)

2

Takayuki Maruyama

Reelection

3 years

Outside Audit & Supervisory
Board Member

100%(14 of 14)100%(14 of 14)

3

Wakako MitaniNewelection

–

–

–

–

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1991
Apr. 1993
Oct. 1995

1

Number of theCompany’s shares
ownedJoined Mitsubishi Electric Corporation
Joined Yokohama City Government
Joined Ota Showa Audit Corporation (current
Ernst & Young ShinNihon LLC)
Apr. 1999
Registered as a certified public accountant
June 2018
Representative Director, NextLeap Co., Ltd.
(current position)
Shinkichi Matsuo
June 2019
Outside Audit & Supervisory Board Member of(January 9, 1969)
the Company (current position)
Candidate for Outside Audit &[Significant concurrent positions outside the Company]
Supervisory Board Member
Representative Director of NextLeap Co., Ltd.
Reelection–
Outside Corporate Auditor of TAKARA & COMPANY, LTD.
Independent Officer
Outside Audit & Supervisory Board Member of Amvis
Holdings, Inc.
Term of office as Audit &* There had been transactions related to the preparation ofSupervisory Board Member:convocation notices of general meetings of shareholders
4 years
between the Company and TAKARA PRINTING CO., LTD.,a subsidiary of TAKARA & COMPANY, LTD. for which
Shinkichi Matsuo serves as outside Corporate Auditor, up to
September 2022. Those transactions have ended. Further,
there had been no transaction between the Company and anyother significant concurrent positions held by him for the past
three years.
[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
Shinkichi Matsuo, being familiar with finance and accounting as a certified public accountant, has abundant insight in
the field of corporate management. He is substantially fulfilling the role of supervision of management from a specialist
viewpoint based on his knowledge and experience. We have once again nominated him as a candidate as we judged that
he is capable to continue to carry out his duties appropriately as Outside Audit & Supervisory Board Member of theCompany.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 2000
Apr. 2000
Sept. 2005

2

Number of theCompany’s shares
ownedAdmitted to the bar in Japan
Joined Nagashima Ohno & Tsunematsu
Joined Smith, Anderson, Blount, Dorsett,Takayuki Maruyama
Mitchell & Jernigan, LLP
August 22, 1974
Admitted to the bar in New York State, US
Candidate for Outside Audit & Jan. 2006
Supervisory Board Member
Feb. 2008
Joined OH-EBASHI LPC & PARTNERS
Reelection(current position)–
Independent Officer
June 2020
Outside Audit & Supervisory Board Member of
the Company (current position)
Term of office as Audit &[Significant concurrent positions outside the Company]
Supervisory Board Member:Partner of OH-EBASHI LPC & PARTNERS
3 years* There had been no transaction between the Company and any
significant concurrent positions held by Takayuki Maruyama
for the past three years.
[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
Takayuki Maruyama is thoroughly familiar with corporate legal affairs as an attorney, in particular with respect tocorporate restructuring, business revitalization, and international contracts. He is substantially fulfilling the role ofsupervision of management from a specialist viewpoint based on his knowledge and experience. We have once again
nominated him as a candidate as we judged that he will be able to continue to carry out his duties appropriately as
Outside Audit & Supervisory Board Member of the Company. Although Takayuki Maruyama does not have direct
experience in corporate management, he is deemed capable of appropriately performing duties as Outside Audit &Supervisory Board Member based on his highly specialized knowledge and extensive experience.

- 13 -

Candidate
No.

Name
(Date of birth)
Wakako Mitani(January 4, 1974)
Candidate for Outside Audit &Supervisory Board Member
New election
Independent Officer

3

Career summary and position in the Company
Apr. 2000
Admitted to the bar in Japan
July 2001
Joined Tanabe & Partners (current position)[Significant concurrent positions outside the Company]
Partner of Tanabe & Partners
Outside Corporate Auditor of Taiheiyo Cement Corporation* There had been no transaction between the Company and any
significant concurrent positions held by Wakako Mitani forthe past three years.

Number of theCompany’s shares
owned

–

Term of office as Audit &Supervisory Board Member:–[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
As attorney, Wakako Mitani has abundant insight with regard to corporate legal affairs, centered on labor issues, inaddition to governance in the medical care field and medical care-related administration. We have therefore nominatedher as a candidate for Outside Audit & Supervisory Board Member of the Company. Although Wakako Mitani does nothave experience in corporate management other than as an outside officer, she is deemed capable of appropriately
performing duties as Outside Audit & Supervisory Board Member based on her highly specialized knowledge andextensive experience.

- 14 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. As each of Shinkichi Matsuo, Takayuki Maruyama and Wakako Mitani satisfies the requirements for independent officer
established by Tokyo Stock Exchange Inc. and the Independence Criteria for Outside Officers of the Company as statedbelow, the Company has submitted notification to Tokyo Stock Exchange, Inc. that each of them has been appointed as
independent officers.
3. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with an Audit & Supervisory
Board Member to limit the scope of his or her liability for damages to the Company, in order to enable the Audit &Supervisory Board Member to fully exercise his or her duties as expected. Accordingly, the Company has entered into
agreements with Shinkichi Matsuo and Takayuki Maruyama to limit their liability, if a case falls under requirements
specified by laws and regulations regarding the liability under Article 423, paragraph 1 of the Companies Act. Pursuant
to those agreements, the defined maximum amount of liability is the amount provided for under Article 425, paragraph 1of the Companies Act. If the reappointments of Shinkichi Matsuo and Takayuki Maruyama are approved, the Company
plans to renew the aforementioned agreements with them. If the appointment of Wakako Mitani is approved, the Company
plans to enter into a limited liability agreement with her. Pursuant to those agreements, the defined maximum amount ofliability is the amount provided for under Article 425, paragraph 1 of the Companies Act.
4. The Company has entered into a Directors and officers’ liability insurance policy with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act to cover the compensation for damages and litigation expenses, etc.
that would be borne by the insured in the event that a claim for damages is made against the insured during the insured
period due to an act committed in the execution of duties by the insured (including acts by negligence). The Company
shall bear the full amount of premiums for all of the insured, and if the appointment of each candidate is approved, he or
she will become the insured under said insurance policy.

- 15 -

<Reference> Main Expertise and Experience of Directors and Audit & Supervisory Board Members
The main expertise and experience of Directors and Audit & Supervisory Board Members of the Company will be
as follows, if Proposals No. 2 and No. 3 are approved as originally proposed.

Title

Name

Corporate Finance/
manage- Accountment
ing

Legal
affairs/
Riskmanagement

R&D

●

●

GlobalRepresentative
Director andMember of the
Ken Mizutani
Board, President &CEO●

Director

Toshiyuki Okada

●

●

●

Director

Yosuke Funakoshi

●

●

●

Outside Director

Mio Minaki

Outside Director

Yasuyuki Sugiura

Audit &
Supervisory Board
MemberToru Takeda

Audit &
Supervisory Board
MemberMikako Torii

Outside Audit &Supervisory Board
MemberShinkichi Matsuo

Outside Audit &Supervisory Board
MemberTakayuki Maruyama●

Outside Audit &Supervisory Board
MemberWakako Mitani●

Production/ SustainaQuality
bility

●

●

●

●
●

●
●

●
●

●
●

●

●

●

●

●
●

●

Human
resources/
Diversity●●●

To achieve sustained growth and medium- and long-term enhancement of corporate value, following deliberation by
the Nomination and Remuneration Committee, the Board of Directors determines skills required by the Board on thebasis of basic management policy, the mid-term management plan, and other criteria. To maintain a structure capableof effectively fulfilling the Board’s role and duties, the Board selects candidates for corporate officer positions taking
into consideration their knowledge, experience, abilities, and character, in addition to specific skills and Board
diversity. Since the skills required by the Board of Directors constantly change according to the business environmentand other factors, the Company periodically reviews them.

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