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, 2017
To our shareholders:
Itsuro Yoshida
President
TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 61ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 61st 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, or via theInternet. Please review the appended Reference Documents for the General Meeting of Shareholders, then use
either the website for exercising voting rights designated by the Company (http://www.evote.jp/) or the enclosed
voting form to indicate your approval or disapproval of the proposals and, if using the latter, return it to us bypostal mail. In either case, your response should reach us no later than 5:30 p.m. on Monday, June 26, 2017 (JapanStandard Time).
1. Date and Time: Tuesday, June 27, 2017 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, JAPAN3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 61st Term (from April 1, 2016 to March31, 2017), 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 61st Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of ten (10) Directors
Proposal 3:
Payment of retirement benefits to retiring Directors
Proposal 4:
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 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 and taking into consideration earnings in this business year as well as the future developmentof the business, after a careful review, the appropriation of surplus 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: 779,145,968 yen
The Company paid an interim dividend of 47.50 yen per share, and thus the annual dividend for the fiscalyear under review is 95 yen per share.
(3) Effective date of distribution of dividends of surplus
June 28, 2017
2. Matters related to other appropriation of surplus(1) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward: 4,000,000,000 yen(2) Item of surplus to be increased and amount of increase thereof
General reserve: 4,000,000,000 yen- 2 -Proposal 2:

Election of ten (10) Directors

The terms of office of all thirteen (13) Directors will expire at the conclusion of this meeting. In that regard, theCompany proposes the election of ten (10) Directors, including one (1) outside Director, reducing the number ofDirectors by three (3) to enable effective discussions and more strategic and flexible decision making in the Boardof Directors.
The candidates for Director are as follows.
Candidate
No.
1
2
3
4
5
6
7
8
910
Note:

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
New election
New election
Reelection
OutsideName

Position in the Company

Itsuro YoshidaToshio Shirakawa
Kazuhiko Konno
Sadayuki MorinoShigeru Maeyama
Kazuto Okimoto
Yasushi Naito
Masao Tanaka
Kinji NakajimaPresidentManaging Director
Director
Director
Director
Director
Director
Division Manager, Administration Division
Division Manager, Production Division

Norikazu Eiki

Director

The positions of the candidates for Director above are correct as of the time of this shareholder meeting.

- 3 -Candidate
No.

1

CandidateNo.

2

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
ownedMay 1979
Joined the CompanyOct. 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
Itsuro Yoshida
June 1990
Senior Managing Director / General Manager(April 27, 1951)of President Office
485,103
June 1991
Senior Managing Director / Division Manager,
Reelection
Production Division / General Manager ofPresident OfficeNov. 1991
Senior Managing Director / General Manager
of President Office
June 1996
President (to present)(significant concurrent positions outside the Company)
Chairman, J-DOLPH PHARMACEUTICAL CO., LTD.
Chairman, 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)

Career summary, and position and responsibility in theNumber of theCompany
Company’s shares(significant concurrent positions outside the Company)
owned
Sept. 1978
Joined ICI-Pharma Ltd. (currently AstraZenecaK.K.)
Oct. 2006
Joined the Company / General Manager ofDevelopment Strategy Department, Research &Development Division
Apr. 2008
General Manager of Product Portfolio
Management Department, Corporate Planning
Division
Apr. 2010
General Manager of Product Strategy
Management Department, Research &Development Division
Toshio Shirakawa(October 12, 1952)
Apr. 2015
General Manager of Product Strategy
1,613Management Department
Reelection
June 2015
Managing Director / Director supervising
Business Development Office and International
Business Development Department / General
Manager of Product Strategy Management
Department
Apr. 2017Managing Director / Director in charge ofProduct Strategy Division, International
Business Division and Development Planning
Office (to present)(significant concurrent positions outside the Company)
Chairman, Greencaps Pharmaceutical Co., Ltd.
[Reasons for nomination as candidate for Director]
Within the Company, Toshio Shirakawa has been involved mostly in the strategy and planning 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 -Candidate
No.

3

CandidateNo.

4Career summary, and position and responsibility in theNumber of theCompany
Company’s shares(significant concurrent positions outside the Company)
ownedApr. 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
Kazuhiko Konno
Oct. 2009
Plant Manager, Osaka Plant, Production(October 8, 1954)
1,587
Division
Reelection
Apr. 2013
Deputy Division Manager, Production Division
June 2013
Director / Deputy Division Manager,Production Division
Apr. 2014
Director / Division Manager, Production
Division
Apr. 2017
Director / Director in charge of Production
Division, Research & Development Division,
Pharmaceutical Research & Technology
Division and API Business Division (topresent)[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)

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
owned
Sept. 1981
Joined the Company
Apr. 2001
General Manager of Production Department,
Production Division
Oct. 2007
General Manager of Purchasing Department,
Sadayuki Morino
Production Division(February 17, 1954)
5,323
Apr. 2008
General Manager of Purchasing Department,
Reelection
Administration Division
Apr. 2013
Division Manager, Purchasing Division
June 2013
Director / Division Manager, Purchasing
Division (to present)[Reasons for nomination as candidate for Director]
Within the Company, Sadayuki Morino has been involved mostly in the purchasing division. 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.
Name(Date of birth)- 5 -Candidate
No.

5Candidate
No.

6Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
ownedApr. 1979
Joined the Company
Apr. 2003
General Manager of Product Development
Department, Research & Development DivisionOct. 2008
Deputy Division Manager, Research &Shigeru Maeyama
Development Division(August 6, 1955)
2,329
June 2013
Director / Division Manager, Research &Reelection
Development DivisionApr. 2017
Director / Division Manager,
Pharmacovigilance & Quality Assurance
Division (to present)[Reasons for nomination as candidate for Director]
Within the Company, Shigeru Maeyama has been involved mostly in the research & development division. 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)

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
ownedApr. 1982
Joined Fujisawa Pharmaceutical Co., Ltd.
(currently Astellas Phama Inc.)
Jan. 2008
Joined the Company / General Manager of
Product Development Department
Oct. 2008
General Manager of Product Development
Department, Research & Development Division
Kazuto Okimoto
Apr. 2012
General Manager, Pharmaceutical Research &(August 14, 1957)
Technology Center
2,957
Apr. 2013
Division Manager, Pharmaceutical Research &Reelection
Technology Division
June 2013
Director / Division Manager, Pharmaceutical
Research & Technology Division
Apr. 2017
Director / Director in charge of Innovative
Technology Research Laboratory / Division
Manager, Product Strategy Division (to present)[Reasons for nomination as candidate for Director]
Within the Company, Kazuto Okimoto has been involved mostly in the pharmaceutical research & technology division.
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.

7Candidate
No.

8Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
owned
Apr. 1990
Joined the Company
Apr. 2011
General Manager of Pharmaceutical Sales
Department VI, Sales & Marketing Division
June 2012
General Manager of Sales & Marketing
Planning Department, Sales & Marketing
Yasushi Naito
Division
Apr.
2015
Deputy Division Manager, Sales & Marketing(October 16, 1963)
1,597
Division
Reelection
June 2015
Director / Director supervising Logistics
Department / Division Manager, Sales &Marketing Division
Apr. 2017
Director / Director in charge of Logistics
Department / Division Manager, Sales &Marketing Division (to present)[Reasons for nomination as candidate for Director]
Within the Company, Yasushi Naito has been involved mostly in the sales and marketing division. 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.
Name(Date of birth)

Career summary, and position and responsibility in the
Number of theCompanyCompany’s shares(significant concurrent positions outside the Company)
owned
Apr. 1978
Joined SANTEN PHARMACEUTICAL CO.,LTD.
Aug. 2002
General Manager of Corporate Communication
Group, SANTEN PHARMACEUTICAL CO.,LTD.
Apr. 2007
Manager of Internal Auditing Group, SANTENPHARMACEUTICAL CO., LTD.
Masao Tanaka
Mar. 2009
Team Manager of Finance Section Team,(July 4, 1954)
Finance & Accounting Department, SANTEN500
PHARMACEUTICAL CO., LTD.
New election
Apr. 2009
Joined the Company / General Manager ofInternal Audit Office
Oct. 2016
General Manager of Public Relations andInvestor Relations Office / General Manager of
Human Resources Department
Apr. 2017
Division Manager, Administration Division (topresent)[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 nominated him as candidate for Director.
Name(Date of birth)- 7 -Candidate
No.

9Candidate
No.

10Notes:

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
ownedApr. 1977
Joined Fujisawa Pharmaceutical Co., Ltd.
(currently Astellas Phama Inc.)
Apr. 2003
Plant Manager of Fuji Plant, Fujisawa
Pharmaceutical Co., Ltd.
Oct. 2003
Director and Plant Manager of Fuji Plant,
Shizuoka Fujisawa Co., Ltd.
Kinji Nakajima
Oct. 2008
President, Astellas Toyama Co., Ltd. (currently(March 3, 1955)
Astellas Pharma Tech Co., Ltd.)
1,000
May 2011
Joined the Company / Deputy Plant Manager,
New election
Osaka Plant, Production Division
Apr. 2012
Plant Manager, Okayama Plant, ProductionDivision
Oct. 2014
Deputy Division Manager, Production Division
Apr. 2017
Division Manager, Production Division (topresent)[Reasons for nomination as candidate for Director]
Kinji Nakajima has been involved in the production 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 nominated him as candidate for Director.
Name(Date of birth)

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(significant concurrent positions outside the Company)
ownedAug. 1979
Joined Ciba-Geigy Japan LimitedJan. 1994
Joined Bayer Yakuhin, LtdMar. 1997
Director / Plant Manager of Shiga Plant, BayerYakuhin, LtdJuly 2002
President and Representative Director, BayerYakuhin, LtdJan. 2007
Chairman and Representative Director, Bayer
Norikazu Eiki
Yakuhin, Ltd(April 17, 1948)
Apr. 2010
Chairman and Director, Bayer Yakuhin, Ltd–Reelection
May 2014
Outside Director of AnGes MG, Inc. (toOutsidepresent)
June 2015
Outside Director of the Company (to present)
Apr. 2016
Outside Director of Solasia Pharma K.K. (topresent)(significant concurrent positions outside the Company)
Outside Director of AnGes MG, Inc. (to present)
Outside Director of Solasia Pharma K.K. (to present)[Reasons for nomination as candidate for outside Director]
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 and efficient management, for which reason it has again nominated him as
candidate for outside Director.
Name(Date of birth)

1. There is no special interest between any of the candidates and the Company.
2. Norikazu Eiki is a candidate for outside Director. The Company has submitted notification to the Tokyo Stock ExchangeInc. that he has been designated as an independent officer as provided for by the aforementioned exchange. If hisreelection is approved, the Company plans for his appointment as an independent officer to continue.
3. Norikazu Eiki is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as anoutside 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 Norikazu Eiki to limit his 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 his reelection is approved, theCompany plans to continue the said agreement with him.

- 8 -Proposal 3:

Payment of retirement benefits to retiring Directors

Directors Takashi Osawa, Keiji Yabushita, Yoshiaki Nishikawa, Takashi Mukuta and Satoru Nagamura will retiredue to the expiration of the term of office at the conclusion of this meeting. In order to recognize their meritoriousservice, it is proposed that a retirement bonus be awarded within the reasonable extent in accordance with theprescribed standards of the Company.
It is proposed that the specific amount allocated to each Director, the timing and the method of the award shall beleft to the discretion of the Board of Directors.
The career summaries of retiring Directors are as follows.
Name
Takashi Osawa
Keiji Yabushita
Yoshiaki Nishikawa
Takashi Mukuta
Satoru Nagamura

June 2007
June 2009
June 2013
June 2007
June 2007
June 2013
June 2015

Career summary
Director of the Company
Managing DirectorSenior Managing Director (to present)
Director of the Company (to present)
Director of the Company (to present)
Director of the Company (to present)
Director of the Company (to present)- 9 -Proposal 4:

Payment of bonuses to Directors and Auditors

Taking into account earnings for the fiscal year under review and other considerations, the Company has
determined the Directors’ bonus amounts as follows. It is proposed that the thirteen (13) Directors (including one(1) Outside Director) and four (4) Auditors (including two (2) Outside Auditors) serving at the end of the fiscalyear under review will be paid Directors’ bonuses totaling 72 million yen, down 14 million yen over the previous
fiscal year and consisting of 62 million yen for Directors (including 2 million yen for the Outside Director) and 9
million yen for Auditors (including 1 million yen for Outside Auditors).
The amount allocated to each Director is a matter to be determined by the Board of Directors, and the amountallocated to each Auditor is a matter to be determined by Board of Company Auditors.

- 10 -