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: 4553
June 6, 2022
To our shareholders:
Itsuro Yoshida
President and Representative Director
TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 66TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 66th Ordinary General Meeting of Shareholders of TOWA PHARMACEUTICALCO., LTD. (the “Company”), which will be held as described below.
To prevent the spread of the novel coronavirus disease (COVID-19), we recommend that you exercise your voting
rights in advance via the internet or in writing. If you attend the meeting in person, please give carefulconsideration to your state of health and physical condition, and do not compromise safety.
If you exercise your voting rights via the internet or in writing, please review the appended Reference Documents
for the General Meeting of Shareholders and exercise your voting rights by 5:40 p.m. on Thursday, June 23, 2022
(Japan Standard Time).
1. Date and Time: Friday, June 24, 2022 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, JAPANThe number of seats normally available will be reduced to provide appropriate distance
between each chair to prevent the spread of infection. Therefore, even if you decided to attend
on the day, you may be turned away. Thank you for your kind understanding.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 66th Term (from April 1, 2021 to March31, 2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 66th Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 4:
Election of one (1) Director who is an Audit and Supervisory Committee Member1

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 to reinforce thefoundations of our operations, and we consider it a major issue to continue to pay dividends in a stable manner toall shareholders.
Based on this policy, taking into consideration its earnings for the business year as well as the future developmentof the business, after a careful review, the Company proposes to pay year-end dividends for the current fiscal year
as follows:
Matters related to year-end dividends(1) Type of dividend property
Cash(2)

Allocation of dividend property and total amount thereof
33 yen per common share of the Company
Total amount of dividends: 1,624,322,667 yen
The Company paid an interim dividend of 27 yen per share (including 3 yen of the 70th anniversarycommemorative dividend), and thus the annual dividend for the fiscal year under review is 60 yen per
share, which is 16 yen higher than for the previous fiscal year.

(3)

Effective date of distribution of dividends of surplus
June 27, 20222

Proposal 2:

Partial amendments to the Articles of Incorporation(1) Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for theintroduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i) Article 15, Paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(ii) Article 15, Paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established. These supplementary provisions shall be deleted
after the specified date elapses.
(2) Details of the amendments
The details of the amendments are as follows.
(Amendments are underlined.)

Current Articles of Incorporation
Article 1. to Article 14. (Omitted)

Proposed Amendments
Article 1. to Article 14. (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting ofShareholders, Etc.)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to
be stated or presented in the reference documents
for the general meeting of shareholders, business
report, financial statements and consolidated
financial statements through the internet inaccordance with the provisions prescribed by theMinistry of Justice Order, it may be deemed that
the Company has provided this information toshareholders.

<Deleted><Newly established>(Measures, etc. for Providing Information inElectronic Format)
Article 15.
1. When the Company convenes a general meetingof shareholders, it shall take measures forproviding information that constitutes the contentof reference documents for the general meeting ofshareholders, etc. in electronic format.

3Current Articles of Incorporation

Proposed Amendments
2. Among items for which the measures forproviding information in electronic format will betaken, the Company may exclude all or some ofthose items designated by the Ministry of Justice
Order from statements in the paper-based
documents to be delivered to shareholders whorequested the delivery of paper-based documents
by the record date of voting rights.

Article 16. to Article 35. (Omitted)

Article 16. to Article 35. (Unchanged)

Supplementary Provisions
Article 1. (Omitted)

Supplementary Provisions
Article 1. (Unchanged)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 2.
1. The amendment of Article 15 (InternetDisclosure and Deemed Provision of Reference
Documents for the General Meeting ofShareholders, Etc.) of Articles of Incorporation
shall be effective from September 1, 2022, which isthe date of enforcement of the revised provisions
provided for in the proviso to Article 1 of theSupplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date ofEnforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc.) of Articlesof Incorporation shall remain effective regarding
any general meeting of shareholders held on a datewithin six (6) months from the Date ofEnforcement.
3. Article 2 of these Supplementary Provisions
shall be deleted on the date when six (6) months
have elapsed from the Date of Enforcement orthree (3) months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

<Newly established>

4Proposal 3:

Election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all three (3) Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three (3) Directors.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for
Director are eligible.
The candidates for Director are as follows:
CandidateNo.

1

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(significant concurrent positions outside the Company)
May 1979
Joined the Company
Oct. 1983
General Manager of Finance & Accounting
Department
Dec. 1983
Director / General Manager of Finance &Accounting Department
Aug. 1986
Director / General Manager of General Affairs
Department
Apr. 1990Director / General Manager of President Office
June 1990
Senior Managing Director / General Manager
Itsuro Yoshidaof President Office(April 27, 1951)
1,455,309
June 1991
Senior Managing Director / Division Manager,
Reelection
Production Division / General Manager ofPresident OfficeNov. 1991
Senior Managing Director / General Managerof President Office
June 1996
President and Representative Director (topresent)(significant concurrent positions outside the Company)
Chairman and Representative Director, J-DOLPH
PHARMACEUTICAL CO., LTD.
[Reasons for nomination as candidate for Director]
Itsuro Yoshida has been involved in businesses, management and administration across the entire Group. He has
extensive experience and knowledge regarding business management, administration and operations, which theCompany expects to strengthen the decision-making function of the Board of Directors, for which reason it has again
nominated him as candidate for Director.
Name(Date of birth)5

CandidateNo.

2

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompany
owned(significant concurrent positions outside the Company)
Nov. 1998
Joined the Company / Deputy General Managerof Quality Assurance Department, Yamagata
Plant, Production DivisionApr. 2005
General Manager of Quality Assurance
Department, Yamagata Plant, Production
Division
Apr. 2007
General Manager of Quality Assurance
Department, Pharmacovigilance & Quality
Assurance Division
Oct. 2009
Plant Manager, Osaka Plant, Production
Division
June 2013
Director / Deputy Division Manager,
Production Division
Kazuhiko Konno
Apr. 2014
Director / Division Manager, Production(October 8, 1954)
15,589Division
June 2017Managing Director / Director in charge ofReelection
Production Division, Research & Development
Division, Pharmaceutical Research &Technology Division and API Business
Division
Apr. 2019
Managing Director / Director in charge ofPharmacovigilance & Quality Assurance
Division, Production Division andPharmaceutical Research & Technology
Division
June 2020
Senior Managing Director (to present)(significant concurrent positions outside the Company)
Chairman and Representative Director, Greencaps
Pharmaceutical Co., Ltd.
[Reasons for nomination as candidate for Director]
Within the Company, Kazuhiko Konno has been involved mostly in the production and quality assurance divisions. He
has extensive experience and knowledge regarding business management, administration and operations, which theCompany expects to strengthen the decision-making function of the Board of Directors, for which reason it has again
nominated him as candidate for Director.
Name(Date of birth)6

Candidate
No.

Name
(Date of birth)

Masao Tanaka(July 4, 1954)
3

Notes:

Reelection

Career summary, and position and responsibility in theCompany(significant concurrent positions outside the Company)
Apr. 2009
Joined the Company / Deputy-General
Manager, Internal Audit Office
Apr. 2011
Manager of Internal Audit Office
Oct. 2016
General Manager of Public Relations andInvestor Relations Office / General Manager of
Human Resources Department
June 2017
Director / Division Manager, Administration
Division
Apr. 2019
Director / Director in charge of Administration
Division
June 2020
Director (to present)

Number of theCompany’s shares
owned

7,326

(significant concurrent positions outside the Company)
Chairman, President and Representative Director, Protosera Inc.
[Reasons for nomination as candidate for Director]
Masao Tanaka has been involved in the administration divisions. He has extensive experience and knowledge regarding
business management, administration and operations, which the Company expects to strengthen the decision-making
function of the Board of Directors, for which reason it has again nominated him as candidate for Director.
1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company pursuant toArticle 430-3, Paragraph 1 of the Companies Act. The policy covers losses that may arise from the insured’s assumptionof liability incurred in the course of the performance of duties, or receipt of claims pertaining to the pursuit of suchliability. Each of the candidates will become an insured under the policy. When the policy is renewed, the Company
plans to maintain the same terms and conditions.

7Proposal 4:

Election of one (1) Director who is an Audit and Supervisory Committee Member

The term of office of Director who is an Audit and Supervisory Committee Member Kaori Oishi will expire at theconclusion of this meeting.
Therefore, the Company proposes the election of one (1) Director who is an Audit and Supervisory Committee
Member.
This proposal has been agreed to by the Audit and Supervisory Committee.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, and position and responsibility in the Company(significant concurrent positions outside the Company)
Oct. 2001Oct. 2001

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined Kitahama Law Office (currently KitahamaPartners)
Jan. 2013
Partner, Kitahama Partners (to present)
Kaori Oishi(April 21, 1977)
June 2017
Outside Director, PALTAC CORPORATION (to present)–June 2020
Outside Director (Audit and Supervisory Committee
Reelection
Member) of the Company (to present)(significant concurrent positions outside the Company)
Partner, Kitahama Partners
Outside Director, PALTAC CORPORATION[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member and overview of therole expected]
Kaori Oishi has extensive experience and expert knowledge as an attorney at law, and the Company expects that she will be able toprovide advice and recommendations so as to ensure sound management and promote compliance-based management, for which
reason it has again nominated her as a candidate for Outside Director who is an Audit and Supervisory Committee Member. KaoriOishi has never in the past been directly involved in the management of a company other than in the capacity of an outside director.
However, the Company judges she will appropriately fulfill her duties as an Outside Director who is an Audit and Supervisory
Committee Member because she is well-versed in corporate legal affairs as an attorney at law, and from her perspective andstandpoint as a woman. In addition, if she is elected, the Company plans to request her objective and neutral involvement in theappointment of candidates for officer and the determination of officer’s remuneration, etc., as a member of the Nominating andCompensation Committee.
Notes: 1. There is no special interest between the candidate and the Company.
2. Kaori Oishi is a candidate for Outside Director. The Company has submitted notification to the Tokyo Stock ExchangeInc. that Kaori Oishi has been designated as an independent officer as provided for by the aforementioned exchange. Ifher reelection is approved, the Company plans for her appointment as an independent officer to continue.
3. Kaori Oishi is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company. At
the conclusion of this meeting, her tenure as an Outside Director will have been two (2) years.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement with Kaori Oishi to limit her liability for damages under Article 423, Paragraph 1 of the same Act to theminimum liability amount provided for by Article 425, Paragraph 1 of the same Act. If her reelection is approved, theCompany plans to continue the said agreement with her.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company pursuant toArticle 430-3, Paragraph 1 of the Companies Act. The policy covers losses that may arise from the insured’s assumptionof liability incurred in the course of the performance of duties, or receipt of claims pertaining to the pursuit of suchliability. The candidate will become an insured under the policy. When the policy is renewed, the Company plans tomaintain the same terms and conditions.

8[Reference] Skill matrix of Directors and members of Executive Strategy Meeting after conclusion of this meeting
If Proposal 3 and Proposal 4 are approved and adopted as proposed at this meeting, the composition of the Board ofDirectors and skills possessed by Directors, and Senior Operating Officers and Operating Officers who participatein the Executive Strategy Meeting will be as follows.
Corporatemanagement

Management
Legal affairs/
strategy
Finance/
Risk
Personnel
Business Accounting
management
strategy

IT/DigitalPurchasing

R&DProduction●●●

Qualitycontrol/
Sales/
Reliability Marketing
guarantee

GlobalInside Directors
Itsuro Yoshida
Kazuhiko Konno
Masao Tanaka
Toshio Shirakawa

●
●
●
●

●
●
●

●

●

●

●

●
●

●

●

●
●

●

●

●
●

●

●

Outside Directors
Norikazu Eiki
Kaori Oishi
Kenryo Goto

●

●
●
●

●

●

●

●

Members of Executive Strategy Meeting
Shigehiro Kubo
Yusuke Amano●●

Yasushi Naito
Osamu Uchikawa
Toshikazu Kokubun

Note:●

●
●
●
●
●

●
●

●

●
●
●

●

●

This table does not represent all of the skills possessed by each Director and member of the Executive Strategy Meeting.

9