[This English translation is an abridged version of the original notice in Japanese. In the event of any
discrepancy, the Japanese version prevails.]

November 21, 2023
Trade name:
Listing:
Representative:
Address:

Noevir Holdings Co., Ltd.
Tokyo Stock Exchange, Prime Market (Code Number: 4928)
Takashi Okura, President and CEO
6-13-1 Minatojima-Nakamachi, Chuo-ku, Kobe

Notice of Convocation of the 13th Annual General Meeting of Shareholders
Dear Shareholders,Thank you for your continued support of Noevir Holdings.
We hereby announce that the 13th Annual General Meeting of Shareholders will be held as detailed below.
In convening the General Meeting of Shareholders, the materials for the General Meeting of Shareholders have been
provided electronically and are posted on the Company website. Please access the Company website below andcheck the materials for the General Meeting of Shareholders.
If you are unable to attend on the day of the meeting, you will be able to vote by mail or by the internet. Please readthe following reference documents for the General Meeting of Shareholders and vote by 5:30 p.m. on December 7,2023 (Thursday).
Thank you for your attention.
Materials for the General Meeting of Shareholders (Japanese only)
https://www.noevirholdings.co.jp/ir/shareholder/index.htm

Voting by letter
Indicate your vote for or against the proposal on the enclosed voting form and return it to arrive by the voting
deadline above. If there is no vote for or against the proposal on the voting form, it will be considered as a vote infavor of the proposal.

Voting by internet, etc.
Confirm the “Information regarding voting by internet” listed on page 3 (available in Japanese only), then enter
your vote for or against the proposal by the voting deadline above.
Internet disclosure
The following points in the materials for the General Meeting of Shareholders will be posted on the
Company’s website, etc. below in accordance with the provisions of laws and regulations and theCompany’s Articles of Incorporation. They are therefore not included in this convocation notice.
i)ii)

System for Ensuring Appropriate Business Operations in the Business Report
Consolidated changes to equity and Notes to the Consolidated Financial Statements in the
consolidated financial statementsiii) Non-consolidated changes to equity and Notes to the Non-Consolidated Financial Statements in the
non-consolidated financial statements
In the event of an amendment to the materials for the General Meeting of Shareholders, the amended
content will be posted on the Company website, etc.
Materials for the General Meeting of Shareholders (Japanese only)
https://www.noevirholdings.co.jp/ir/shareholder/index.htm

1. Time and date:

December 8, 2023 (Friday) at 10:00 a.m. (Reception opens at 09:00 a.m.)

2. Location:

Headquarters, 6-13-1 Minatojima-Nakamachi, Chuo-ku, Kobe

3. Agenda:

Reports
Business report for the 13th business year (October 1, 2022 to September 30, 2023),
consolidated financial statements, other financial report documents, and audit reporton consolidated financial statements by the accounting auditor and Audit &Supervisory Board.
Matter for Resolution
Proposal Appointment of 13 Directors

4. Exercise of voting rights: If you vote by both letter and internet, we will consider the vote made by internet to
be valid.
If you vote by internet multiple times, we will consider the last vote to be valid.
If you attend the meeting on the day, please bring the enclosed voting form with you and present it at reception.
Please be aware that only shareholders eligible to exercise voting rights will be admitted into the meeting, and that
representatives, associates, etc., who are not shareholders will not be admitted, even if they carry the voting form.
When you attend the meeting on the day, please bring this convocation notice with you.
Materials for the General Meeting of Shareholders are posted on the Tokyo Stock Exchange (TSE) website inaddition to the Company website.
Please access the following TSE website, enter and search the Issue name (company name) or the Code, select"Basic information" and "Documents for public inspection/PR information," and check the materials for the
General Meeting of Shareholders.
TSE website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowProposal Appointment of 13 Directors
The terms of office of all eleven Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
We therefore request the election of thirteen Directors, adding two Directors for the purpose of further strengthening
the management structure. The Director candidates are as follows.

CandidatenumberName

1

Hiroshi Okura

Reelection

Chairman and Representative Director

2

Takashi Okura

Reelection

President and CEO

3

Ikkou Yoshida

Reelection

Managing Director

4

Yasuo Kaiden

Reelection

Director

5

Masataka Nakano

Reelection

Director

6

Takeshi Okura

New election

Executive Officer, Internal Audit

Ryo Tsuchida

Reelection
OutsideOutside Director

7

Current position in the Company

Independent

8

Maho Kinami

Reelection
OutsideOutside Director

Independent

9

Emima Abe

Reelection
OutsideIndependent

Outside Director

10Mari Ishimitsu

Reelection
OutsideIndependent

Outside Director

11

Haruhi Kuroda

Reelection
OutsideIndependent

Outside Director

12

Emi Kanagasaki

New election
OutsideIndependent

13

Mari Tomita

New election
OutsideIndependent

Candidate
numberName(Date of birth)

Hiroshi Okura(August 9, 1936)
Reelection

1

Career history, position, offices held,
and important concurrent positions held
April 1964

Founded J. H. Okura & Co., Ltd.

June 1971

J. H. Okura & Co., Ltd. transformed into
limited liability company
President and CEO
Company name changed to Noevir Co., Ltd.
President and CEO
Chairman and Representative Director

May 1978
September 2009
March 2011

Number oftheCompany’s
shares held

1,000,000
sharesRetired as Representative Director
Chairman and Representative Director of
Noevir Holdings Co., Ltd. (current)

Reason for Selection as Director Candidate
Mr. Hiroshi Okura was selected as a candidate for director because as the founder of the Company, he has
contributed to the development of the entire Group and has abundant experience and advanced insights
into management.
September 1990

Joined Noevir Co., Ltd.

December 1993

Director, Assistant General Manager of Sales
Division, Head of International Affairs
Managing Director, Manager of Management
Strategy Department, Head of Sales Division
1 and Head of Sales Division 4
Representative Director, Vice President and
COO
President and CEO

February 1998

Takashi Okura(January 16, 1964)

December 2001
September 2009

Reelection

2

March 2011

3,700,000
sharesRetired as Representative Director
President and CEO of Noevir Holdings Co.,
Ltd. (current)(Important Concurrent Positions Held)CEO of Noevir Holding of America, Inc.

Reason for Selection as Director Candidate
Mr. Takashi Okura was selected as a candidate for director because he has been involved in the Group’s
management since its foundation and has played a central role in expanding the Group’s overall earnings
as President and CEO.

Candidate
numberName(Date of birth)

Career history, position, offices held,
and important concurrent positions held
January 1982

Joined Noevir Co., Ltd.

December 2007

Director, General Manager of Management
Strategy Department, Head of the Public &Investor Relations Department
Director and Senior Executive Officer,
General Manager of Management Strategy
Department
Retired as Director
Director and Senior Executive Officer,
General Manager of Management Strategy
Department, Noevir Holdings Co., Ltd.
Director and Senior Executive Officer,
General Manager of Management Strategy
Department, General Manager of Public &Investor Relations Department
Director, Management Strategy and Public &Investor Relations
Managing Director, Administrative

December 2009

March 2011
Ikkou Yoshida(June 10, 1957)
Reelection

December 20133
December 2014
September 2021
December 2022

Number oftheCompany’s
shares held

3,292 shares

Managing Director of Noevir Holdings Co.,
Ltd. (current)

Reason for Selection as Director Candidate
Mr. Ikkou Yoshida was selected as a candidate for director because he has abundant experience andknowledge regarding management in general, having served as Chief Officer of Administrative for theentire Group.
July 1978

Joined Noevir Co., Ltd.

December 1994

Director, Assistant General Manager of Sales
Division, Head of Chubu Region

December 2009

Director and Senior Executive Officer,
General Manager of Manufacturing and
Logistics Division, Head of Management
Information Systems Department

Yasuo Kaiden(November 4,
1955)
March 20114

Reelection

President and CEO (current)
Director of Noevir Holdings Co., Ltd.
(current)

29,688shares(Important Concurrent Positions Held)
President and CEO of Noevir Co., Ltd.
Reason for Selection as Director Candidate
Mr. Yasuo Kaiden was selected as a candidate for director because of his abundant experience andknowledge of management in general, having served as President and CEO of one of the Company’s main
subsidiaries.

Candidate
numberName(Date of birth)

Career history, position, offices held,
and important concurrent positions held
June 1978

Joined Noevir Co., Ltd.

October 1995

Representative Director and President of NOVCo., Ltd.
Representative Director and President of
SANA Co., Ltd.
Director and Vice President of Tokiwa
Pharmaceutical Co., Ltd.
President and CEO

June 2000
September 2004
February 2010
Masataka Nakano(April 18, 1952)
Reelection

5

March 2011
September 2022
July 2023

Director of Noevir Holdings Co., Ltd.
(current)
Chairman and Representative Director of
Tokiwa Pharmaceutical Co., Ltd.
Representative Director, Chairman andPresident of Tokiwa Pharmaceutical Co., Ltd.
(current)

Number oftheCompany’s
shares held

8,680 shares(Important Concurrent Position Held)
Representative Director, Chairman andPresident of Tokiwa Pharmaceutical Co., Ltd.
Reason for Selection as Director Candidate
Mr. Masataka Nakano was selected as a candidate for director because of his abundant experience andknowledge of management in general, having served as Representative Director, Chairman and Presidentof one of the Company’s main subsidiaries.
Takeshi Okura(July 24, 1995)
6

New election

April 2020

Joined Sumitomo Mitsui Banking Corporation

September 2021

Joined Noevir Holdings Co., Ltd.
Executive Officer, Internal Audit of Noevir
Holdings Co., Ltd. (current)

10,000sharesReason for Selection as Director Candidate
Mr. Takeshi Okura was selected as a candidate for director because he has advanced insights into
operations of the entire Group, having served as Executive Officer of Internal Audit of the Company.

Candidate
numberName(Date of birth)

Career history, position, offices held,
and important concurrent positions held
April 2002
April 2003
January 2010

Ryo Tsuchida(July 4, 1968)

7

Reelection
Outside Director
Independent Officer

Associate Professor of Law, University of East
Asia
Associate Professor of Law, Meijo University

April 2011

Registered as an attorney
Joined Frontier Law Firm (current)
Professor of Law, Omiya Law School

April 2014

Professor of Law, Senshu University

November 2017

Outside Director of UPR Corp. (current)

December 2018

Outside Audit & Supervisory Board Memberof Noevir Holdings Co., Ltd.
Professor of Sophia Law School (current)

April 2020
December 2021

Number oftheCompany’s
shares held

739 shares

Outside Director of Noevir Holdings Co., Ltd.
(current)(Important Concurrent Positions Held)
Outside Director of UPR Corp.
Professor of Sophia Law School

Reason for Selection as Outside Director Candidate and Outline of Expected Role
Mr. Ryo Tsuchida was deemed an appropriate appointee to continue as an Outside Director because he has
expert knowledge as an attorney, a college professor and an Outside Director at other companies andcontributes beneficial opinions at the Company’s Board of Directors meetings, and is expected to continue
to fulfill the aforementioned role.
December 2010 Registered as an attorney
Joined Zaoo Law Office
December 2017 Outside Director of Noevir Holdings Co., Ltd.
(current)
Maho Kinami
Opened Kinami Law Office (current)(February 14, 1976) June 2019
Outside Director of Advanex Inc.

8

Reelection
Outside Director
Independent Officer

June 2022

Outside Audit & Supervisory Board Memberof Sourcenext Corporation

304 shares(Important Concurrent Positions Held)
Representative of Kinami Law OfficeOutside Audit & Supervisory Board Memberof Sourcenext Corporation

Reason for Selection as Outside Director Candidate and Outline of Expected Role
Ms. Maho Kinami was deemed an appropriate appointee to continue as an Outside Director because she
has expert knowledge as an attorney and an Outside Auditor at other companies and contributes beneficial
opinions at the Company’s Board of Directors meetings, and is expected to continue to fulfill theaforementioned role.

Candidate
numberName(Date of birth)

Career history, position, offices held,
and important concurrent positions held
December 2013

Registered as an attorney

August 2016

Joined Max General Law Firm(present Miyamasuzaka the Firm Law &Accounting Office) (current)
Outside Director of Noevir Holdings Co., Ltd.
(current)
Outside Director of B-R 31 Ice Cream Co.,
Ltd. (current)
Outside Director (Audit and Supervisory
Committee Member) of Lifenet Insurance
Company (current)

December 2018
Emima Abe
(December 31,
1979)

9

March 2022
June 2023

Reelection
Outside Director
Independent Officer

Number oftheCompany’s
shares held

186 shares(Important Concurrent Positions Held)
Outside Director of B-R 31 Ice Cream Co.,Ltd.
Outside Director (Audit and Supervisory
Committee Member) of Lifenet Insurance
Company

Reason for Selection as Outside Director Candidate and Outline of Expected Role
Ms. Emima Abe was deemed an appropriate appointee to continue as an Outside Director because she
has expert knowledge as an attorney and an Outside Director at other companies and contributes
beneficial opinions at the Company’s Board of Directors meetings, and is expected to continue to fulfill
the aforementioned role.
October 2006
Registered as an attorney
Joined Nogaki Law Office
May 2008
Committee member of Ehime Asahi
Mari Ishimitsu
Television, Inc. TV Program Assessment(October 3, 1973)
Council (current)
April 2009
Opened Mori & Ishimitsu Law Office
180 shares
Reelection
April
2021
Vice-president
of
Ehime
Bar
Association
Outside Director
10

Independent Officer

October 2021

Opened Mikan Law Office (current)

December 2021

Outside Director of Noevir Holdings Co., Ltd.
(current)

Reason for Selection as Outside Director Candidate and Outline of Expected Role
Ms. Mari Ishimitsu was deemed an appropriate appointee to continue as an Outside Director because she
has expert knowledge as an attorney and contributes beneficial opinions at the Company’s Board of
Directors meetings, and is expected to continue to fulfill the aforementioned role.

Candidate
numberName(Date of birth)Haruhi Kuroda(April 16, 1987)

11

Reelection
Outside Director
Independent Officer

Career history, position, offices held,
and important concurrent positions held
August 2011

Registered as an attorney

September 2011

Joined Nishimura & Asahi

April 2016

Joined Homma & Partners (current)

December 2021

Outside Director of Noevir Holdings Co., Ltd.
(current)
Outside Director of Saison Information
Systems Co., Ltd. (current)

June 2023

Number oftheCompany’s
shares held

180 shares(Important Concurrent Positions Held)
Outside Director of Saison Information
Systems Co., Ltd.
Reason for Selection as Outside Director Candidate and Outline of Expected Role
Ms. Haruhi Kuroda was deemed an appropriate appointee to continue as an Outside Director because she
has expert knowledge as an attorney and an Outside Director at other companies and contributes
beneficial opinions at the Company’s Board of Directors meetings, and is expected to continue to fulfill
the aforementioned role.
December 2012 Registered as an attorney
Emi Kanagasaki
April 2017
Opened Jujo Oji Law Office (current)(June 18, 1976)
April 2022
Executive Governor of Japan Federation of
Bar Associations
0 shareNew election

12

Outside Director
Independent Officer(Important Concurrent Positions Held)
Representative of Jujo Oji Law Office

Reason for Selection as Outside Director Candidate and Outline of Expected Role
Ms. Emi Kanagasaki was deemed an appropriate appointee as an Outside Director because she has
expert knowledge as an attorney and can be expected to contribute beneficial opinions from a standpoint
different to that of internal Directors at the Company’s Board of Directors meetings.
Mari Tomita(June 20, 1991)13

New election
Outside Director
Independent Officer

December 2017

Registered as an attorney

January 2018

Joined City-Yuwa Partners

July 2019

Joined World Co., Ltd.

August 2022

Joined Shiroyama Tower Law Office (current)

0 shareReason for Selection as Outside Director Candidate and Outline of Expected Role
Ms. Mari Tomita was deemed an appropriate appointee as an Outside Director because she has expert
knowledge as an attorney and can be expected to contribute beneficial opinions from a standpoint
different to that of internal Directors at the Company’s Board of Directors meetings.

(Notes)1.
None of the candidates has a special interest relationship with the Company.
2.

Mr. Takeshi Okura, Ms. Emi Kanagasaki, and Ms. Mari Tomita are candidates for appointment as a new Director.

3.

Mr. Ryo Tsuchida, Ms. Maho Kinami, Ms. Emima Abe, Ms. Mari Ishimitsu, and Ms. Haruhi Kuroda are candidates for Outside
Directors. The Company has identified Mr. Ryo Tsuchida, Ms. Maho Kinami, Ms. Emima Abe, Ms. Mari Ishimitsu, and Ms.
Haruhi Kuroda as independent directors as provided by Tokyo Stock Exchange, Inc. and has submitted notification to theexchange. If their appointments are approved, the Company plans to continue treating them as independent directors.
Mr. Ryo Tsuchida’s length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be
two years.
Ms. Maho Kinami’s length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be
six years.
Ms. Emima Abe’s length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will befive years.
Ms. Mari Ishimitsu’s length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be
two years.
Ms. Haruhi Kuroda’s length of service as an Outside Director at the end of this Annual General Meeting of Shareholders will be
two years.

4.

Ms. Emi Kanagasaki and Ms. Mari Tomita are candidates as an Outside Director. If their appointments are approved, the Company
intends to treat them as independent directors.

5.

Liability limitation agreements with Outside Directors
The Company has concluded liability limitation agreements with Mr. Ryo Tsuchida, Ms. Maho Kinami, Ms. Emima Abe, Ms.
Mari Ishimitsu, and Ms. Haruhi Kuroda, limiting their liability for damages under Article 427, paragraph 1 of the Companies
Act.
This means that if they were to cause the Company to sustain a loss by neglecting their duties, their liability to the Company
would be limited to the lowest liability limit amount provided in Article 425, paragraph 1 of the same act, in cases where they
have acted in good faith and without gross negligence. If their appointments are approved, the Company intends to continue
these agreements with them.
In addition, if the appointments of Ms. Emi Kanagasaki and Ms. Mari Tomita are approved, the Company intends to conclude
liability limitation agreements similar to the aforementioned with each of them.

6.

The Company has concluded Directors and Officers liability insurance agreements with the Company’s Directors, etc., as theinsured. The details of this insurance policy are listed on p. 21 (available in Japanese only) of the business report. If theappointments of each of the candidates are approved, the Company intends to insure them under these insurance agreements, andthe Company also intends to extend these agreements, which are due to expire following the Annual General Meeting of
Shareholders.

7.

The number of the Company’s shares held by each candidate includes their respective holdings in the Noevir Holdings Officers’
Shareholding Association.

(Reference) If the Proposal is approved, the skill matrix for Directors will be as follows.
Definition: Areas to which Directors are expected to contribute
NameManagement

Production,
research anddevelopment

Hiroshi Okura〇〇

Takashi Okura

〇

〇

〇

〇

〇

Ikkou Yoshida

〇

〇

〇

〇

〇

Yasuo Kaiden

〇

〇

〇

〇

Masataka Nakano

〇

〇

〇

〇

Takeshi Okura

〇

〇

〇

〇

Ryo Tsuchida

〇

〇

〇

Maho Kinami〇〇

Emima Abe〇〇

Mari Ishimitsu〇〇

Haruhi Kuroda〇〇

Emi Kanagasaki〇〇

Mari Tomita〇〇

Finance andaccounting〇

Legal affairs
andcompliance

ESG〇〇