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 7, 2023
Start date of measures for electronic provision: June 6, 2023
To our shareholders:
Itsuro Yoshida
President and Representative Director
TOWA PHARMACEUTICAL CO., LTD.
2-11, Shinbashi-cho, Kadoma, Osaka, JAPANNOTICE OF THE 67TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 67th 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)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “TOWA PHARMACEUTICAL” in“Issue name (company name)” or the Company’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 26, 2023 (Japan Standard Time).

11. Date and Time: Tuesday, June 27, 2023 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, 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 67th Term (from April 1, 2022 to March31, 2023), 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 67th Term (from April 1, 2022 to March 31, 2023)
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 Members
4. Matters to be decided at the time of convocation(1) In accordance with the amendment to the Companies Act, shareholders are, in principle, to access thewebsites on the previous page to confirm the matters subject to measures for electronic provision, and theCompany will send paper-based documents containing the matters subject to measures for electronic
provision only to shareholders who have made a request 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 to measures for electronic provision to all shareholders
regardless of whether they have made a request for delivery of such documents. Furthermore, 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.
(i) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Consolidated FinancialStatements” of Consolidated Financial Statements(ii) “Statement of Changes in Shareholders’ Equity” and “Notes to Non-Consolidated Financial
Statements” of Non-Consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and Non-Consolidated Financial Statements describedin the documents are part of the documents subject to auditing by the Accounting Auditor when preparing
the accounting audit report and by the Audit and Supervisory Committee when preparing the audit report.
(2) If there is a revision to the matters subject to measures for electronic provision, written notification stating
the matters before and after the revision will be posted on the websites shown on the previous page.
(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 for the Company’s proposals.
(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: 1,476,654,990 yen
The Company paid an interim dividend of 30 yen per share, and thus the annual dividend for the fiscalyear under review is 60 yen per share.

(3)

Effective date of distribution of dividends of surplus
June 28, 2023

3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 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 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 Manager
Itsuro Yoshidaof President Office(April 27, 1951)
1,455,309
June 1991
Senior Managing Director / Division Manager
Reelectionof 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)4

CandidateNo.

2

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(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
Masao Tanaka
Human Resources Department(July 4, 1954)
June 2017
Director / Division Manager of Administration
7,526
Division
Reelection
Apr. 2019
Director / Director in charge of Administration
Division
June 2020
Director (to present)(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.
Name(Date of birth)5

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(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
Osamu Uchikawa
and Pharmaceutical Development Division(December 25, 1958)
1,100
Apr. 2022
Senior Operating Officer / Division Manager of
API Business Division, and in charge ofNew election
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 (to present)(significant concurrent positions outside the Company)
Chairman 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 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.

CandidateNo.

3

Notes:

Name(Date of birth)6

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 Kenryo Goto will expire at the conclusion of this meeting.
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 theCareer summary, and position and responsibility in theCompany’s sharesCompany
owned(significant concurrent positions outside the Company)
Oct. 2011
Joined the Company / Deputy-General
Manager, General Affairs Department,
Administration Division
Apr. 2014
General Manager of General Affairs
Department, Administration Division
Apr. 2015
General Manager of General Affairs
Department, General Affairs Division
Oct. 2016
General Manager of General Affairs
Department, Administration Division
Norikazu Inoue
Apr. 2017
Operating Officer / General Manager of(February 28, 1959)
General Affairs Department, Administration
1,200Division
New election
Apr. 2019
Senior Operating Officer / Division Manager of
Administration Division and General Managerof General Affairs Department
Apr. 2020
Senior Operating Officer / Division Manager ofAdministration Division
Apr. 2023
Senior Operating Officer in charge ofAdministration Division (to present)(significant concurrent positions outside the Company)None[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Norikazu Inoue has been involved in the administration and operation divisions. He has extensive experience andknowledge regarding business management, administration and operations, which the Company expects to strengthen
the supervisory function of the Board of Directors, for which reason it has nominated him as a candidate for Director
who is an Audit and Supervisory Committee Member.
Name(Date of birth)7

CandidateNo.

2

Number of theCareer summary, and position and responsibility in theCompany’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, BayerYakuhin, Ltd.
July 2002
President and Representative Director, Bayer
Yakuhin, Ltd.
Jan. 2007
Chairman and Representative Director, Bayer
Yakuhin, Ltd.
Apr. 2010
Chairman and Director, Bayer Yakuhin, Ltd.
May 2014
Outside Director of AnGes MG, Inc. (currentlyAnGes, Inc.) (to present)
Norikazu EikiApr. 2015
Outside Director of FunPep Co., Ltd. (to(April 17, 1948)present)–June 2015Outside Director of the Company
OutsideApr. 2016
Outside Director of Solasia Pharma K.K. (toReelectionpresent)
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)(significant concurrent positions outside the Company)
Outside Director of AnGes, Inc.
Outside Director of FunPep Co., Ltd.
Outside Director of Solasia Pharma K.K.
Outside Director of Kidswell Bio Corporation[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.
Name(Date of birth)

8CandidateNo.

3

Notes:

1.
2.

3.

4.
5.

6.

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(significant concurrent positions outside the Company)
Sept. 1981
Joined Osaka Office of Asahi & Co. (currentlyKPMG AZSA LLC)
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
LLCJuly 2015Osaka Office Managing Partner, KPMG AZSALLC
Kenryo Goto
(February 18, 1958)
July 2020
Established Kenryo Goto Certified Public–Accountant Office (to present)
OutsideApr. 2021
Auditor of Hyogo Medical University (toReelectionpresent)
June 2021
Outside Director (Audit and Supervisory
Committee Member) of the Company (topresent)
June 2022
Outside Director of West Japan Railway
Company (to present)(significant concurrent positions outside the Company)
Certified public accountant (Kenryo Goto Certified Public
Accountant Office)
Auditor of Hyogo Medical University
Outside Director of West Japan Railway Company[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 continue to utilize his professional knowledge in the field of finance, accounting,etc., as a certified public accountant, and extensive experience as a manager of audit firm to provide advice andopinions that will enhance the transparency and objectivity of management, for which reason it has again nominatedhim as a candidate for Outside Director who is an Audit and Supervisory Committee Member. In addition, if he iselected, the Company plans to request his objective and neutral involvement in the appointment of candidates for officer
and the determination of officer’s remuneration, etc., as a member of the Nominating and Compensation Committee.
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 theTokyo Stock Exchange Inc. that they have been designated as independent officers as provided for by theaforementioned exchange. If their reelection is approved, the Company plans for their appointment as independentofficers 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, his tenure as an Outside Director will have been eight (8) years (including four (4) years
as an Audit and Supervisory Committee member).
Kenryo Goto 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 two (2) years.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Norikazu Eiki and Kenryo Goto to limit their 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 their reelection isapproved, the Company plans to continue the said agreement with them.
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.
Name(Date of birth)9[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 ofDirectors and skills possessed by Directors, and Senior Operating Officers and Operating Officers who participate
in the Executive Strategy Meeting will be as follows.
Corporate
management

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

IT/
DigitalPurchasing

R&D

Production

Qualitycontrol/
Sales/
Reliability Marketing
guarantee

GlobalInside Directors
Itsuro Yoshida
Masao Tanaka
Osamu Uchikawa

●
●
●

●
●
●

●
●

●
●

●
●

●

●
●

●

Norikazu Inoue●●

Outside Directors
Norikazu Eiki

●

●

●

●

●

●
●
●

●
●

●

●

Kaori Oishi
Kenryo Goto

●

●

●

●

Members of Executive Strategy Meeting
Yusuke Amano●Yasushi Naito●●●

Takayuki Kanno●Keisuke Hirai
Shigehiro Kubo
Toshikazu Kokubun

Note:●●
●

●

●
●

●

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

10