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 9, 2020
To our shareholders:
Itsuro Yoshida
President and Representative Director
TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 64TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 64th Ordinary General Meeting of Shareholders of TOWA PHARMACEUTICALCO., LTD. (the “Company”), which will be held as described below.
Due to recent developments, such as the declaration of a state of emergency by the Japanese Government andrelated state of emergency measures, strongly emphasized official requests have been issued by the government andthe prefectural governors to refrain from unnecessarily outings to prevent the spread of the novel coronavirus
disease (COVID-19). In view of the current circumstances and after prudent consideration, the Company has
decided to hold this General Meeting of Shareholders with appropriate measures put in place to prevent the spreadof infection.
Taking into account the strongly emphasized official requests to refrain from unnecessary outings and from thestandpoint of preventing the spread of infection, we would recommend that you refrain from attending the meetingand instead exercise your voting rights in advance in writing (by mail) or via the internet. When exercising yourvoting rights in advance, please review the appended Reference Documents for the General Meeting ofShareholders, and exercise your voting rights by 5:40 p.m. on Tuesday, June 23, 2020 (Japan Standard Time).
1. Date and Time: Wednesday, June 24, 2020 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, JAPANThis year, the number of seats that can be provided will be less than typical years because of
the need for providing appropriate distance between each chair to prevent the spread ofinfection. Therefore, even if you decided to attend on the day, you may be turned away. Thankyou for your kind understanding.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 64th Term (from April 1, 2019 to March31, 2020), 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 64th Term (from April 1, 2019 to March 31, 2020)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
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
22 yen per common share of the Company
Total amount of dividends: 1,082,712,554 yen
The Company paid an interim dividend of 22 yen per share, and thus the annual dividend for the fiscal
year under review is 44 yen per share.

(3)

Effective date of distribution of dividends of surplus
June 25, 2020

Note:

Effective April 1, 2019, the Company implemented a 1:3 share split of its common shares.

2Proposal 2:

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 CommitteeMembers; 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 forDirector 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. 1990
Director / General Manager of President Office
June 1990
Senior Managing Director / General Managerof President Office
Itsuro Yoshida(April 27, 1951)
June 1991
Senior Managing Director / Division Manager,
1,455,309
Production Division / General Manager ofReelection
President 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.
Chairman and Representative Director, DAICHI KASEI 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)3

CandidateNo.

2

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(significant concurrent positions outside the Company)
Apr. 1977
Joined Kanto Ishi Pharmaceutical Co., Ltd.
Nov. 1998
Joined the Company / Deputy General Managerof Quality Assurance Department, Yamagata
Plant, Production Division
Apr. 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, ProductionDivision
June 2013
Director / Deputy Division Manager,Kazuhiko Konno
Production Division(October 8, 1954)
9,156
Apr. 2014
Director / Division Manager, Production
Division
Reelection
June 2017Managing Director / Director in charge of
Production Division, Research & Development
Division, Pharmaceutical Research &Technology Division and API Business
Division
Apr. 2019
Managing Director / Director in charge of
Pharmacovigilance & Quality Assurance
Division, Production Division andPharmaceutical Research & Technology
Division (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)4

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(significant concurrent positions outside the Company)
Apr. 1978
Joined SANTEN PHARMACEUTICAL CO.,LTD.
Apr. 2007
Manager of Internal Auditing Group, SANTENPHARMACEUTICAL CO., LTD.
Mar. 2009
Team Manager of Finance Section Team,Finance & Accounting Department, SANTENPHARMACEUTICAL CO., LTD.
Apr. 2009
Joined the Company / Deputy-General
Masao Tanaka
Manager, Internal Audit Office(July 4, 1954)
4,175
Apr. 2011
Manager of Internal Audit Office
Oct. 2016
General Manager of Public Relations andReelection
Investor Relations Office / General Manager of
Human Resources Department
June 2017
Director / Division Manager, Administration
Division
Apr. 2019
Director / Director in charge of Administration
Division (to present)(significant concurrent positions outside the Company)
None[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.
There is no special interest between any of the candidates and the Company.

CandidateNo.

3

Note:

Name(Date of birth)5

Proposal 3:

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

The Company would like to increase the number of Audit and Supervisory Committee Members by one (1) tostrengthen the audit system, and it 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. 2001
Oct. 2001

Number of theCompany’s sharesowned

Registered as an attorney at law
Joined Kitahama Law Office (currently Kitahama
Kaori OishiPartners)(April 21, 1977)
Jan. 2013
Partner, Kitahama Partners (to present)–June 2017
Outside Director, PALTAC CORPORATION (to present)
Outside(significant concurrent positions outside the Company)
New election
Partner, Kitahama Partners
Outside Director, PALTAC CORPORATION[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member]
Kaori Oishi has extensive experience and expert knowledge as an attorney at law, and leveraging that experience and knowledge, theCompany expects that she will be able to provide advice and recommendations so as to ensure sound management and promotecompliance-based management, for which reason it has 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 a company otherthan in the capacity of an outside director. However, the Company judges she will appropriately fulfill her duties as an OutsideDirector who is an Audit and Supervisory Committee Member because she is well-versed in corporate legal affairs as an attorney atlaw, and from her perspective and standpoint as a woman.
Notes: 1. There is no special interest between Kaori Oishi and the Company.
2. Kaori Oishi is a candidate for Outside Director.
3. If the election of Kaori Oishi is approved, the Company plans to designate her as an independent officer as provided forby Tokyo Stock Exchange, Inc., and submit notification therein.
4. If the election of Kaori Oishi is approved, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act,
the Company will enter into an agreement with her to limit her liability for damages under Article 423, Paragraph 1 ofthe same Act to the minimum liability amount provided for by Article 425, Paragraph 1 of the same Act.

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