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 5, 2024
To our shareholders:
Itsuro Yoshida
President and Representative Director
TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 68TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 68th Ordinary General Meeting of Shareholders of TOWA PHARMACEUTICAL
CO., LTD. (the “Company”), which will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on each of the following websites. Please access either of the websites to review the information.
The Company’s website:
https://www.towayakuhin.co.jp/ir/stock/meeting.php (in Japanese)
Additional website with reference materials for the General Meeting of Shareholders:
https://d.sokai.jp/4553/teiji/Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website, enter “TOWA PHARMACEUTICAL” in “Issue name (company name)” or theCompany’s securities code “4553” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,”click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a
General Shareholders Meeting].”)If you do not attend the meeting in-person, you may 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 Monday, June 24, 2024 (Japan Standard Time).

11. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Reception opens at 9:00 a.m.) (Japan Standard Time)
2. Venue:
Headquarters of the Company
Meeting room on the 2nd floor
2-11, Shinbashi-cho, Kadoma, Osaka, JAPAN(Please refer to the “Shareholders’ Meeting Venue Map” (in Japanese only) at the end of thisdocument.)
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 68th Term (from April 1, 2023 to March
31, 2024), 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 68th Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
Election of three (3) Directors who are Audit and Supervisory Committee Members
4. Matters to be decided at the time of convocation(1) In accordance with a partial amendment to the Companies Act (in effect from September 1, 2022),
shareholders are, in principle, to access either of the websites on the previous page to confirm the matterssubject to measures for electronic provision, and the Company will send paper-based documents
containing the matters subject to measures for electronic provision only to shareholders who have made arequest for delivery of such documents by the record date. However, for this General Meeting of
Shareholders, the Company has decided to send paper-based documents containing the matters subject tomeasures for electronic provision to all shareholders regardless of whether they have made a request fordelivery of such documents. At this time, no decision has been made on whether the Company willcontinue this practice for the 69th Ordinary General Meeting of Shareholders and subsequent meetings.
Regardless of the method used for providing the materials, please note that shareholders who wish tocontinue receiving paper-based documents, as have been provided in the past, for the 69th Ordinary
General Meeting of Shareholders and subsequent meetings must make a request for delivery of paperbased documents.
(2) In accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Company’s
Articles of Incorporation, the following matters subject to measures for electronic provision shall not be
included in the paper-based documents sent to shareholders. The Audit and Supervisory Committee andthe Accounting Auditor have audited the documents subject to audit, including the following matters.
(i) “Systems to Ensure the Appropriateness of Business Activities” and “Overview of Operational Status
of Systems to Ensure the Appropriateness of Business Activities” of Business Report(ii) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Consolidated Financial
Statements” of Consolidated Financial Statements(iii) “Statement of Changes in Shareholders’ Equity” and “Notes to Non-Consolidated Financial
Statements” of Non-Consolidated Financial Statements(3) If there is no indication of approval or disapproval of each proposal on the returned Voting Card, yourexercise of voting rights will be deemed to be approval.
(4) If you exercise your voting rights in duplicate both via the internet and in writing, then only the vote cast
via the internet shall be deemed valid.
(5) If you exercise your voting rights via the internet multiple times, then only the last vote cast shall bedeemed valid.

2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
30 yen per common share of the Company
Total amount of dividends: 1,476,604,290 yen
The Company paid an interim dividend of 30 yen per share, and thus the annual dividend for the fiscal
year under review is 60 yen per share.

(3)

Effective date of distribution of dividends of surplus
June 26, 2024

3

Proposal 2:

Election of five (5) 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.
The Company proposes increasing the number of Directors from three (3) to five (5) in order to strengthen the
management structure.
As for this proposal, the Company received from the Audit and Supervisory Committee of the Company theopinion that the standards and procedures for electing all of the candidates for Director are appropriate.
The candidates for Director are as follows:
CandidateNo.

1

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(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. 1990
Director / General Manager of President Office
June 1990
Senior Managing Director / General Manager
Itsuro Yoshida
of President Office(April 27, 1951)
1,455,309
June 1991
Senior Managing Director / Division Manager
Reelectionof Production Division / General Manager of
President OfficeNov. 1991
Senior Managing Director / General Manager
of President Office
June 1996
President and Representative Director (topresent)(significant concurrent positions outside the Company)
Chairperson 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)4

CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Aug. 2017
Joined the Company / Senior Advisor, API
Business Division
Apr. 2018
Operating Officer / Division Manager of API
Business Division
Apr. 2019
Senior Operating Officer / Division Manager of
API Business Division, and in charge of
Product Strategy Division and Innovative
Technology Research Division
Apr. 2021
Senior Operating Officer / Division Manager of
API Business Division, and in charge of
Product Planning Division, Innovative
Technology Research Division, Pharmaceutical
Research and Technology Division,
Pharmaceutical CDMO Management Division
and Pharmaceutical Development Division
Osamu Uchikawa(December 25, 1958)
Apr. 2022
Senior Operating Officer / Division Manager of
2,277
API Business Division, and in charge ofReelection
Pharmacovigilance and Quality Assurance
Division, Product Planning Division,
Innovative Technology Research Division,
Pharmaceutical Research and Technology
Division, Analytical Technology Center,
Pharmaceutical CDMO Management Division
and Pharmaceutical Development Division
Apr. 2023
Senior Operating Officer in charge of R&D
Division, Pharmacovigilance and Quality
Assurance Division and Pharmaceutical CDMOManagement Division
June 2023
Director (to present)(significant concurrent positions outside the Company)
Chairperson and Representative Director, DAICHI KASEI CO.,LTD.
[Reasons for nomination as candidate for Director]
Osamu Uchikawa has been involved in the research & development divisions. He has extensive experience andknowledge regarding business management and research & development, which the Company expects to strengthen thedecision-making function of the Board of Directors, for which reason it has again nominated him as candidate for
Director.
Name(Date of birth)5

Candidate
No.

3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Apr. 2014
Joined the Company / Sales and Marketing
Division
Apr. 2020
General Manager of Regional Healthcare
Strategy Department / General Manager of
Next Generation Business Development
Department, Business Development Division
Apr. 2021
Operating Officer / Deputy Division Manager
of Business Development Division / General
Manager of Regional Healthcare Strategy
Toshikazu Kokubun
Department(June 3, 1978)
900
Apr. 2022
Operating Officer / Division Manager ofCorporate Strategy Division, and in charge ofNew election
Human Resources Division
Apr. 2024
Operating Officer in charge of Corporate
Strategy Division, Human Resources Division,
Administration Division, Finance &Accounting Division, Sales and Marketing
Division, Logistic Department and Production
Division (to present)(significant concurrent positions outside the Company)
None[Reasons for nomination as candidate for Director]
Toshikazu Kokubun has front-line management experience and expertise in healthcare systems developed while serving
in the sales, new business development, and corporate strategy divisions. He is expected to strengthen the decisionmaking function of the Board of Directors by leveraging his wealth of experience in managing and supervising businessdivisions, for which reason the Company has nominated him as candidate for Director.
Name(Date of birth)6

Candidate
No.

4

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Apr. 1988
Joined Shionogi & Co., Ltd.
Apr. 2006
General Manager of Corporate Planning
Department, Shionogi & Co., Ltd.
Apr. 2008
General Manager of Marketing, Shionogi &Co., Ltd.
Apr. 2012
Corporate Officer / Division Manager of Global
Business Division, Shionogi & Co., Ltd.
Apr. 2018
Corporate Officer / General Manager ofGovernment Affairs Department, Shionogi &Co., Ltd.
Masaaki Takeyasu
Apr. 2019
Deputy Division Manager of Corporate(November 3, 1964)
700
Planning and Management Division, H.U.
Group Holdings, Inc.
New election
Jan. 2021
President and CEO, Ishinban, Inc.
Jan. 2023
Joined the Company / Deputy Division
Manager of Corporate Strategy Division
Apr. 2024
Assistant to Corporate Strategy Division, incharge of Pharmaceutical CDMO Management
Division, International Business Division,
Business Development Unit and Digital Health
Planning and Promotion Office (to present)(significant concurrent positions outside the Company)
Representative Director, T Square Solutions, Co., Ltd.
[Reasons for nomination as candidate for Director]
Masaaki Takeyasu has been engaged in corporate planning and marketing in the pharmaceutical product business and iswell-versed in liaising with related administrative authorities. He has experience in business management at a global
company and as a corporate executive. He is expected to strengthen decision-making in the Board of Directors, forwhich reason the Company has nominated him as candidate for Director.
Name(Date of birth)7

CandidateNo.

5Notes:

1.
2.

3.

4.

5.

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Aug. 1979
Joined Ciba-Geigy Japan Limited
Jan. 1994
Joined Bayer Yakuhin, Ltd.
Mar. 1997
Director / Plant Manager of Shiga Plant, Bayer
Yakuhin, Ltd.
July 2002
President and Representative Director, Bayer
Yakuhin, Ltd.
Jan. 2007
Chairperson and Representative Director, Bayer
Yakuhin, Ltd.
Apr. 2010
Chairperson and Director, Bayer Yakuhin, Ltd.
May 2014
Outside Director of AnGes MG, Inc. (currently
AnGes, Inc.) (to present)
Apr. 2015
Outside Director of FunPep Co., Ltd. (topresent)
Norikazu Eiki
(April 17, 1948)
June 2015
Outside Director of the Company–
Apr. 2016
Outside Director of Solasia Pharma K.K. (toOutsidepresent)
New election
June 2018
Outside Director of Gene Techno Science Co.,
Ltd. (currently, Kidswell Bio Corporation) (topresent)
June 2019
Outside Director (Audit and Supervisory
Committee Member) of the Company (topresent)
Aug. 2023
Outside Director of AwakApp Inc. (to present)(significant concurrent positions outside the Company)
Outside Director, AnGes, Inc.
Outside Director, FunPep Co., Ltd.
Outside Director, Solasia Pharma K.K.
Outside Director, Kidswell Bio Corporation
Outside Director, AwakApp Inc.
[Reasons for nomination as candidate for Outside Director and overview of the role expected]
Norikazu Eiki has wide-ranging insights and extensive experience at a global company, and the Company expects that
his advice and opinions will promote sound, efficient and objective management while helping to strengthen decisionmaking for the Board of Directors from an outside perspective, for which reason it has nominated him as a candidate for
Outside Director.
There is no special interest between any of the candidates and the Company.
Norikazu Eiki is a candidate for Outside Director. The Company has submitted notification to the Tokyo Stock
Exchange Inc. that he has been designated as an independent officer as provided for by the aforementioned exchange. If
his election is approved, the Company plans for his appointment as an independent officer to continue.
Norikazu Eiki is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company. At
the conclusion of this meeting, he plans to resign as an Outside Director who is an Audit and Supervisory Committee
Member. At the conclusion of this meeting, his tenure as an Outside Director will have been nine (9) years (including
five (5) years as an Audit and Supervisory Committee member).
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Norikazu Eiki to limit his liability for damages under Article 423, Paragraph 1 of the same Act to the minimum
liability amount provided for by Article 425, Paragraph 1 of the same Act. If his election is approved, the Company
plans to continue the said agreement with him.
The Company has entered into a directors and officers liability insurance policy with an insurance company pursuant to
Article 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.
Name(Date of birth)8

Proposal 3:

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

At the conclusion of this meeting, the term of office of Director who is an Audit and Supervisory Committee
Member Kaori Oishi will expire, while Norikazu Inoue and Norikazu Eiki, Directors who are Audit andSupervisory Committee Members, will resign.
Therefore, the Company proposes the election of three (3) Directors who are Audit and Supervisory Committee
Members.
This proposal has been agreed to by the Audit and Supervisory Committee.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
CandidateNo.

1

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Apr. 2009
Joined the Company / Deputy-General
Manager, Internal Audit Office
Apr. 2011
General Manager of Internal Audit Office
Oct. 2016
General Manager of Public Relations andInvestor Relations Office / General Manager of
Human Resources Department
Masao Tanaka
June 2017
Director / Division Manager of Administration(July 4, 1954)
7,726
Division
New election
Apr. 2019
Director / Director in charge of Administration
Division
June 2020
Director (to present)(significant concurrent positions outside the Company)
Chairperson, President and Representative Director, Protosera
Inc.
[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Masao Tanaka has extensive experience and knowledge regarding business management and accounting and finance,
having been engaged in internal auditing operations and other responsibilities in administrative divisions. The Company
expects him to contribute to strengthening the decision-making and supervisory functions of the Board of Directors, forwhich reasons it has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member.
Name(Date of birth)9

CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Oct. 2001
Registered as an attorney at law
Oct. 2001
Joined Kitahama Law Office (currently
Kitahama Partners)
Jan. 2013
Partner, Kitahama Partners (to present)
June 2017
Outside Director, PALTAC CORPORATION
Kaori Oishi(to present)(April 21, 1977)–
June 2020
Outside Director (Audit and Supervisory
OutsideCommittee Member) of the Company (toReelection
present)
June 2022
Outside Director, Fujitec Co., Ltd.
(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 andoverview of the role expected]
Kaori Oishi has extensive experience and expert knowledge as an attorney at law, and the Company expects that she
will be able to provide 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 andSupervisory Committee Member. Kaori Oishi has never in the past been directly involved in the management of acompany 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 incorporate legal affairs as an attorney at law, and from her perspective and standpoint as a woman. In addition, if she iselected, the Company plans to request her objective and neutral involvement in the appointment of candidates forofficer and the determination of officer’s remuneration, etc., as a member of the Nominating and Compensation
Committee.
Name(Date of birth)10

CandidateNo.

3

Notes:

1.
2.
3.

4.
5.

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(significant concurrent positions outside the Company)
Apr. 1978
Joined Nippon Express Co., Ltd.
Jan. 2002
General Manager of Seattle Branch, NIPPONEXPRESS USA., INC.
Feb. 2004
General Manager of Los Angeles International
Airport, Cargo Operation, NIPPON EXPRESS
USA., INC.
Oct. 2008
General Manager of Sales Planning Department
and General Manager of Customer Service
Center, Nippon Express Co., Ltd.
June 2011
Executive Officer, in charge of Sales Planning
Department, No. 3 Sales Department andCustomer Service Center, Nippon Express Co.,Ltd.
May 2013
Managing Officer, in charge of Sales Planning
Division, Global Logistics Solution Division
Nobuki Andoand Customer Service Center, Nippon Express(April 30, 1954)
Co., Ltd.
–May 2014
Managing Executive Officer, Nippon Express
OutsideCo., Ltd.
New election
May 2015
Director, Nippon Express Health InsuranceSociety
Apr. 2017
Chairperson of Graduates’ Association andCouncilor of Nittsu Gakuen Educational
Corporation Ryutsu Keizai University
Oct. 2017
President of the Japan Health Insurance
Association
Apr. 2022
Director and Councilor of Nittsu Gakuen
Educational Corporation Ryutsu Keizai
University (to present)
Nov. 2023
Advisor, SIGMAXYZ Inc. (to present)(significant concurrent positions outside the Company)
Director and Councilor, Nittsu Gakuen Educational Corporation
Ryutsu Keizai University
Advisor, SIGMAXYZ Inc.
[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of the role expected]
Nobuki Ando gained extensive knowledge of logistics at a global company where he served as an executive manager.
Additionally, he has broad expertise in Japan’s medical insurance business developed in the administration of healthinsurance systems. The Company expects him to leverage this experience in providing advice and opinions that
promote sound, efficient and objective management, for which reason it has nominated him as a candidate for Outside
Director who is an Audit and Supervisory Committee Member.
There is no special interest between any of the candidates and the Company.
Masao Tanaka will retire from the position of Chairperson, President and Representative Director of Protosera Inc. due
to expiration of his term of office on June 21, 2024.
Kaori Oishi and Nobuki Ando are candidates for Outside Director. The Company has submitted notification to the Tokyo
Stock Exchange Inc. that Kaori Oishi has been designated as an independent officer as provided for by the
aforementioned exchange. If her reelection is approved, the Company plans for her appointment as an independent
officer to continue. Furthermore, Nobuki Ando satisfies requirements for an independent officer as provided for by the
Tokyo Stock Exchange Inc. If his election is approved, the Company plans to designate him as an independent officer.
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 four (4) years.
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, theName(Date of birth)11

Company plans to continue the said agreement with her. If the election of Nobuki Ando is approved, the Company plansto enter into the same limited liability agreement with him.
6. The Company has entered into a directors and officers liability insurance policy with an insurance company pursuant to
Article 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.

12[Reference] Skill matrix of Directors and members of Executive Strategy Meeting after conclusion of this meeting
If Proposal 2 and Proposal 3 are approved and adopted as proposed at this meeting, the composition of the Board of
Directors and skills possessed by Directors, and Senior Operating Officers and Operating Officers who participate
in the Executive Strategy Meeting will be as follows.
Management
Legal affairs/
strategy
Finance/
Risk
Personnel
Business Accounting
management
strategy

GenderCorporate
management

ItsuroYoshida

Male

●

●

Osamu
Uchikawa

Male

●

●

Toshikazu
Kokubun

Male

●

●

MasaakiTakeyasu

Male

●

●

Masao
TanakaMale●●

Norikazu
Eiki

Male

●

●

Kaori Oishi

FemaleKenryo Goto

Male

Nobuki Ando

Male

IT/
DigitalPurchasing

R&D

Production

Qualitycontrol/
Sales/
Reliability Marketing
guarantee

GlobalInside Directors

●

●

●

●

●
●

●

●

●

●
●

●

●

●

●

Outside Directors

●
●

●
●

●
●

●

●

●

●

●
●
●

●

Members of Executive Strategy Meeting
TetsuroTabataMale

Yutaka
Okuda

Male

Shiro
Hatagami

Male

Yasuyuki
Oishi

Male

Note:

●

●

●

●
●

●
●

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

13