(Securities Code: 2796)
January 5, 2024

To Our Shareholders
Masayuki Akiyama, President & COO
Pharmarise Holdings Corporation
1-38-1 Chuo, Nakano-ku, Tokyo

Notice of Convocation of Extraordinary General Meeting of Shareholders
We would like to take this opportunity to express our gratitude for your continued support of our operations.
Pharmarise Holdings Corporation (hereinafter “the Company”) will hold its Extraordinary General Meeting of Shareholders as
described below.
In convening this shareholders’ meeting, the Company has taken measures for electronic provision of information, and posted
matters to be provided electronically as “Notice of Convocation of the Extraordinary General Meeting of Shareholders” on thefollowing website on the Internet.
The Company’s website: https://www.pharmarise.com/ir/share_holder.php
In addition to the above, the information is also posted on the following website on the Internet.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
To view information regarding the convocation of the shareholders’ meeting, please visit the website above, enter/search thename of the Company or its securities code, and choose “Basic information,” “Documents for public inspection / PRinformation.”
We respectfully request that you exercise your voting rights, either by submitting your voting rights exercise form or via theInternet.
When exercising your voting rights in writing or via the Internet, please exercise your voting rights by 6:00 p.m. (JST) on
Friday, January 26, 2024.
Details
1. Date and Time
2. Venue

Monday, January 29, 2024 at 10:00 a.m. (JST)8F, Sumitomo Nakano Sakaue Building, 1-38-1, Chuo, Nakano-ku, Tokyo
Pharmarise Holdings Corporation, Head Office, Large Conference Room(Note that the venue of this meeting is different from the previous shareholders’ meeting. Refer to theattached map.)

3. Meeting Agenda
Proposals
Proposal 1: Election of One (1) Director
Proposal 2: Election of One (1) Audit & Supervisory Board Member〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
➢ When attending the meeting, please submit the enclosed voting rights exercise form at the reception desk to register your attendance.
➢ If there are any changes to the matters concerning the measures for the electronic provision, we will post the corrections on each website.

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Reference Documents for the Extraordinary General Meeting of Shareholders
Proposals and Reference IssuesProposal 1:

Election of One (1) Director

To further strengthen the management system of the Company, we ask shareholders to appoint one (1) Outside Director. The
candidate for Outside Director is as follows.
Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
April 1996

Ai Aizawa(April 15, 1967)
Newappointment

OutsideIndependent
Officer

Registered as a lawyer (belongs to the Daini Tokyo Bar Association)
Joined Hamada Law Office
September 2005 Became Chairman of specified non-profit organization Mirai KodomoLandDecember 2007 Opened Aizawa Law Office
June 2011
Became a member of Nerima Ward Administrative Evaluation Committee
April 2012
Became a member of the Fairness Committee of Nishi-Tokyo City,Ryusenen Association, and Tama Rokuto Science Museum Association
May 2012
Became Cabinet Office Reemployment Surveillance Inspector (part-time)
April 2013
Became a member of the Nishi-Tokyo City Community-Based Services
Management Committee
April 2014
Became Chofu City Ombudsman
April 2015
Became a member of the Nerima Ward Administrative Reform Promotion
Council (to present)
June 2019
Became Director of social welfare corporation Oizumi Kikumi-kai (topresent)May 2020
Became a councilor of the Housing Finance Promotion Association (topresent)
April 2022
Became a member of the Tokyo Family Court Family Mediation
Committee (to present)
October 2022
Became a member of the Kokubunji City Political Ethics Review Board(to present)

Number of shares ofthe Company held

‒ shares(Reason for appointment and expected roles)
Ms. Ai Aizawa has extensive experience as a lawyer and specialized knowledge regarding legal matters in general. The Company has
determined that she will be able to contribute to effectively strengthening the decision-making and supervisory functions of its Board ofDirectors from the perspective of promoting its sustainable growth and enhancing its corporate value over the medium to long term andtherefore, proposes the appointment of Ms. Aizawa as an Outside Director.
(Notes) 1. There are no special interests between Ms. Ai Aizawa, the candidate for Director, and the Company.
2. Ms. Ai Aizawa, the candidate for Director, is the candidate for Outside Director.
3. If Ms. Ai Aizawa, the candidate for Director, is appointed as Director, the Company plans to register her as an independent officer
with the Tokyo Stock Exchange.
4. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company. If any shareholders or third parties file a claim for damages and the insured are ordered
to pay the damages and court costs, etc., the damages and costs will be covered by the insurance. If the candidate is elected, she will
be included in the insured of the insurance contract.

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Proposal 2:

Election of One (1) Audit & Supervisory Board Member

Mr. Yoshio Odaka, Audit & Supervisory Board Member, will step down at the conclusion of this general meeting. Therefore,in order to maintain the continuity of audit work, the Company proposes the appointment of one (1) Audit & Supervisory
Board Member to fill the vacancy.
Since Mr. Makoto Miura will be appointed as a substitute for Mr. Yoshio Odaka, his term of office will continue until theexpiration of the term of office of the retired Audit & Supervisory Board Member, as stipulated in the Company’s Articlesof Incorporation.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Career summary and position in the Company,and significant concurrent positions outside the CompanyApril 1972
March 2006

Makoto Miura(August 8, 1953)
New
appointment

Joined The Mitsubishi Bank, Ltd. (now MUFG Bank, Ltd.)
Seconded to the Company as Assistant to General Manger of the General
Affairs Department
August 2006
Transferred to the Company
November 2006 Became Assistant to General Manger of Business Administration
Department and Section Chief of Planning Section, Business
Administration Department of the Company
March 2007
Became General Manger of General Affairs Department of the Company
April 2008
Became Chief of General Headquarters of the Company
August 2008
Became Director and Chief of General Headquarters of the Company
September 2009 Became Director of Pharmarise Co., Ltd.
September 2009 Became Director and General Manager of Store Operations Department ofPharmarise Co., Ltd.
April 2011
Became Representative Director of Hokkaido Pharmarise Corporation
October 2011
Became Executive Officer of the Company
June 2013
Became General Manager of Affiliated Companies Administration
Department of the Company
June 2014
Became Director and Chief of Business Headquarters of Pharmarise Co.,Ltd.
January 2018
Became Director and General Manager of Administration Department,
Business Division of Pharmarise Co., Ltd.
March 2019
Became Section Chief of Administration Section, Administration
Department of Pharmarise Co., Ltd.
March 2020
Became Section Chief of General Affairs Section, Administration
Department of the Company
September 2023 Became Section Chief in charge of General Affairs Section,
Administration Department of the Company (to present)

Number of shares ofthe Company held

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8,400 shares

(Reason for appointment)
Mr. Makoto Miura joined the Company in August 2006 and as since served as Director of various group companies. Since he has longfamiliarity with the Group’s businesses, in addition to his extensive management experience, the Company can expect that he will contributeto improving the supervisory functions of the Audit & Supervisory Board and the Board of Directors and has determined that he will be able
to appropriately execute his duties as an Audit & Supervisory Board Member. Therefore, the Company proposes the appointment of Mr.
Makoto Miura as an Audit & Supervisory Board Member as a substitute for Mr. Yoshio Odaka.
(Notes) 1. There are no special interests between Mr. Makoto Miura, the candidate for Audit & Supervisory Board Member, and the Company.
2. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company. If any shareholders or third parties file a claim for damages and the insured are ordered
to pay the damages and court costs, etc., the damages and costs will be covered by the insurance. If the candidate is elected, he will
be included in the insured of the insurance contract.

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