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 8, 2021
To our shareholders:
Itsuro Yoshida
President and Representative Director
TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 65TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 65th 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 24, 2021
(Japan Standard Time).
1. Date and Time: Friday, June 25, 2021 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 65th Term (from April 1, 2020 to March31, 2021), 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 65th Term (from April 1, 2020 to March 31, 2021)
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 three (3) Directors who are Audit and Supervisory Committee Members1

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: 1,082,719,550 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 28, 2021

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 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 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
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)
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, Production
Division
June 2013
Director / Deputy Division Manager,
Production Division
Kazuhiko Konno
Apr. 2014
Director / Division Manager, Production(October 8, 1954)
10,430Division
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 of
Pharmacovigilance & 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. Hehas 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.

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. 2016General Manager of Public Relations andInvestor Relations Office / General Manager of
Human Resources Department
June 2017
Director / Division Manager, Administration
DivisionApr. 2019
Director / Director in charge of Administration
Division
June 2020
Director (to present)

Number of theCompany’s shares
owned

4,375

(significant concurrent positions outside the Company)
Chairman 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 directors and officers liability
insurance policy is renewed, the Company plans to renew the policy with the same terms and conditions.

5Proposal 3:

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

The terms of office of Directors who are Audit and Supervisory Committee Members Toshio Shirakawa, Norikazu
Eiki and Hidehito Nemoto will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three (3) Directors who are Audit and Supervisory CommitteeMembers.
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 theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(significant concurrent positions outside the Company)
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
June 2015
Managing Director / Director in charge ofBusiness Development Office and International
Business Development Department / GeneralToshio Shirakawa
Manager of Product Strategy Management(October 12, 1952)
11,339Department
Reelection
Apr. 2017Managing Director / Director in charge ofProduct Strategy Division, International
Business Division and Development PlanningOffice
Apr. 2019
Managing Director
June 2019
Director (Full-time Audit and Supervisory
Committee Member) (to present)(significant concurrent positions outside the Company)
None[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]Within the Company, Toshio Shirakawa has been involved mostly in the strategy and planning divisions. The Company
expects that he will be able to enhance the supervisory function of the Board of Directors, as he has extensive
experience and knowledge regarding business management, administration and operations. For this reason, it has again
nominated him as a candidate for Director who is an Audit and Supervisory Committee Member.
Name(Date of birth)6

CandidateNo.

Name(Date of birth)

Norikazu Eiki(April 17, 1948)
OutsideReelection
2Career summary, and position and responsibility in theCompany(significant concurrent positions outside the Company)
Aug. 1979
Joined Ciba-Geigy Japan Limited
Jan. 1994
Joined Bayer Yakuhin, Ltd.
Mar. 1997Director / Plant Manager of Shiga Plant, BayerYakuhin, Ltd.
July 2002
President and Representative Director, BayerYakuhin, Ltd.
Jan. 2007
Chairman and Representative Director, BayerYakuhin, Ltd.
Apr. 2010
Chairman and Director, Bayer Yakuhin, Ltd.
May 2014
Outside Director of AnGes MG, Inc. (currently
AnGes, Inc.) (to present)
Apr. 2015
Director of the Board, FunPep Co., Ltd. (topresent)
June 2015
Outside Director of the Company
Apr. 2016
Outside Director of Solasia Pharma K.K. (topresent)
June 2018
Outside Director of the Board, Gene TechnoScience Co., Ltd. (to present)
June 2019
Outside Director (Audit and SupervisoryCommittee Member) of the Company (topresent)

Number of theCompany’s sharesowned–(significant concurrent positions outside the Company)
Outside Director of AnGes, Inc.
Director of the Board, FunPep Co., Ltd.
Outside Director of Solasia Pharma K.K.
Outside Director of the Board, Gene Techno Science Co., Ltd.
[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview 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, for which reason it has again
nominated him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. In addition, if
he is elected, the Company plans to request his 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.

7Candidate
No.

Name(Date of birth)

Kenryo Goto
(February 18, 1958)
OutsideNew election
3

Notes:

1.
2.

3.

4.

5.

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(significant concurrent positions outside the Company)
Sept. 1981
Joined Asahi & Co. (currently KPMG AZSALLC)
Mar. 1984
Registered as a certified public accountant
May 2005
Partner, KPMG AZSA & Co. (currently KPMG
AZSA LLC)
July 2010
Board member, Head of Division 3, Osaka
Office, KPMG AZSA LLC
July 2013
Senior Executive Board member, KPMG AZSA–LLC
July 2015
Osaka Office Managing Partner, KPMG AZSALLC
July 2020
Established Kenryo Goto Certified PublicAccountant Office (to present)(significant concurrent positions outside the Company)
Certified public accountant (Kenryo Goto Certified Public
Accountant Office)[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of the role expected]
The Company expects Kenryo Goto to utilize his professional knowledge in the field of finance, accounting, etc., as acertified public accountant, and extensive experience as a manager of audit firm to provide advice and opinions that will
enhance the transparency and objectivity of 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.
Norikazu Eiki and Kenryo Goto are candidates for Outside Director. The Company has submitted notification to the Tokyo
Stock Exchange Inc. that Norikazu Eiki has been designated as an independent officer as provided for by theaforementioned exchange. If his reelection is approved, the Company plans for his appointment as an independent officer
to continue. Furthermore, Kenryo Goto 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.
Norikazu Eiki is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company. At
the conclusion of this meeting, his tenure as an Outside Director will have been six (6) years (including two (2) 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 an agreementwith 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 reelection is approved, the Company
plans to continue the said agreement with him. If the election of Kenryo Goto is approved, the Company plans to enter
into the same limited liability agreement with him.
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 such liability.
Each of the candidates will become an insured under the policy. When the directors and officers liability insurance policy
is renewed, the Company plans to renew the policy with the same terms and conditions.

8