This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 4553
June 3, 2016

To our shareholders:
Itsuro Yoshida
President

TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 60TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to extend our deep sympathies and condolences to all the shareholders who were affectedby the 2016 Kumamoto earthquake. We sincerely hope for a quick recovery and restoration. You arecordially invited to attend the 60th Ordinary General Meeting of Shareholders of TOWA
PHARMACEUTICAL CO., LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing
the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mailto reach us no later than Thursday, June 23, 2016 at 5:30 p.m. (Japan Standard Time).

Meeting Details
1.

Date and time:

Friday, June 24, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Headquarters of the Company
Meeting room on the 2nd floor
2-11, Shinbashi-cho, Kadoma, Osaka, JAPAN

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 60th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Company Auditors.
2. Non-Consolidated Financial Statements for the 60th Term (from April 1, 2015 to March 31,2016)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:

Election of one (1) substitute Auditor

Proposal 3:

Payment of bonuses to Directors and Auditors

1Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company has a basic policy of paying dividends in accordance with earnings as we work toreinforce the foundations of our operations, and we consider it a major issue to continue to pay
dividends in a stable manner to all shareholders. Based on this policy and taking into consideration
earnings in the year under review as well as the future development of the business, after a careful
review, the appropriation of surplus for the year under review is as follows.
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
47.50 yen per common share of the Company
Total amount of dividends: 779,147,155 yen
The Company paid an interim dividend of 47.50 yen per share, and thus the annual dividend
for the fiscal year under review is 95 yen per share.
(3) Effective date of distribution of dividends of surplus
June 27, 2016
2. Matters related to other appropriation of surplus(1) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward: 7,500,000,000 yen(2) Item of surplus to be increased and amount of increase thereof
General reserve: 7,500,000,000 yen2

Proposal 2:

Election of one (1) substitute Auditor

As of the start of this meeting, the election effect of Shigehiko Okazawa as substitute Auditor
elected at the 56th Ordinary General Meeting of Shareholders on June 27, 2012 expires and thus
to ensure that there will be no shortfall in the number of Auditors stipulated by laws andregulations, we request the election of one (1) substitute Outside Auditor.
It should be noted that so long as the office has not yet been assumed, the outcome of theelection can be overturned by a resolution of the Board of Directors after obtaining theconsent of the Board of Company Auditors.
This proposal has been agreed to by the Board of Company Auditors.
The candidate for substitute Auditor is as follows.

Name (Date of birth)

Career summary and position(significant concurrent positions outside the Company)

Apr. 1998
Nov. 2000
Shigehiko Okazawa(January 7, 1960)

Apr. 2008

Apr. 2016

Registered as an attorney
Joined Morino and Okazawa Law Office(currently Mitsuhashi, Morino, and Okazawa
Law Office) (present position)
Vice Chairperson of Information Center
Management Committee, Osaka Bengoshi Kai(present position)
Vice Chairperson of Attorney Ethical Committee,
Osaka Bengoshi Kai (present position)

Number oftheCompany’sshares
owned−Notes:
1. The Company has entered into a legal advisory contract with Shigehiko Okazawa.
2. Shigehiko Okazawa is a candidate for substitute Outside Auditor.
3. The Company proposes Shigehiko Okazawa as substitute Outside Auditor as we expect that he would make gooduse of the legal knowledge cultivated as an attorney in our auditing system. The candidate has not been directly
involved in corporate management in the past, but for the above reasons, we have determined that he would
perform his duties appropriately.
4. Agreement to limited liability of the substitute Outside Auditor
If Shigehiko Okazawa assumes the position of Auditor, the Company plans to enter into an agreement with himto limit the liability for damages of Article 423, Paragraph 1 of the Companies Act. Based on this agreement, themaximum liability for damages is the minimum liability stipulated in Article 425, Paragraph 1 of the Companies
Act.

3

Proposal 3:

Payment of bonuses to Directors and Auditors

Taking into account earnings for the fiscal year under review, the amounts of past Directors’ bonus
payments, and other considerations, the Company has determined Directors’ bonus amounts asfollows. The thirteen (13) Directors (including one (1) Outside Director) and four (4) Auditors(including two (2) Outside Auditors) will be paid Directors’ bonuses totaling 87 million yen at theend of the fiscal year under review, consisting of 77 million yen for Directors (including 2 million
yen for the Outside Director) and 9 million yen for Auditors (including 1 million yen for OutsideAuditors).
The amount allocated to each Director is a matter to be determined by the Board of Directors, andthe amount allocated to each Auditor is a matter to be determined by Board of Company Auditors.

4