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: 4974)
May 31, 2024
To our shareholders:
Koichi Nakao, President
Takara Bio Inc.
7-4-38, Nojihigashi, Kusatsu-shi, Shiga

Notice of the 22nd Annual General Meeting of Shareholders
We are pleased to announce the 22nd Annual General Meeting of Shareholders of Takara Bio Inc. (the “Company”),
which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures to provide information that
constitutes the content of reference documents for the general meeting of shareholders in electronic format (matterssubject to measures for electronic provision), and posts this information as “Notice of the 22nd Annual General
Meeting of Shareholders” on the Company’s website. Please access the Company’s website by using the Internet
address shown below to review the information.
Company Website URL: https://www.takara-bio.co.jp/ja/ir/stock/meeting.html (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing(by mail). Please review the Reference Documents for General Meeting of Shareholders and exercise your voting
rights by Thursday, June 20, 2024, at 5:30 p.m. (JST).
[Voting via the Internet]
Please review the “Instructions on Exercise of Voting Rights via the Internet” (in Japanese only), access the voting
website designated by the Company, and enter your approval or disapproval of the proposals according to on-screen
instructions by the deadline indicated above.
[Voting in writing (by mail)]
Please indicate your approval or disapproval of the proposals in the enclosed voting form and return it so that yourvote is received by the voting deadline indicated above.
In addition to posting matters subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the TSE
website, access it (Listed Company Search) by using the Internet address shown below, enter the issue name(company name) or securities code, and click “Search,” and then click “Basic information” and select “Documentsfor public inspection/PR information.”□ TSE website (Listed Company Search) URL:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
1. Date and Time: Friday, June 21, 2024, at 10:00 a.m. (JST)
2. Venue:
Prince Hall, 3F, Lake Biwa Otsu Prince Hotel
4-7-7, Nionohama, Otsu-shi, Shiga
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 22nd fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 22nd fiscal year (from April 1, 2023 to March 31, 2024)-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members- If you attend the meeting in person, please present the enclosed voting form at the venue’s reception. The reception desk is scheduled
to open at 9:00 a.m.
- Please note that anyone other than a shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person
accompanying the shareholder) will not be allowed inside the venue.
- Among the matters subject to measures for electronic provision, the following matters are not provided in the paper-based documents
delivered to shareholders who have made a request for delivery of such documents, and are posted on the Company’s website URL(https://www.takara-bio.co.jp/ja/ir/stock/meeting.html) (in Japanese) and so forth, pursuant to laws and regulations and theCompany’s Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the
documents subject to audit, including the following matters.
1. Business Report:
Overview of Systems to Ensure Properness of Operations and Outline of Management of Such Systems
2. Consolidated Financial Statements:
Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements
3. Non-consolidated Financial Statements:
Statement of Changes in Equity and Notes to the Non-consolidated Financial Statements- If any revision is made to the matters subject to measures for electronic provision, notification to that effect, and the corrected andpre-corrected versions of these matters will be made available on the aforementioned website for matters subject to measures forelectronic provision (on page1).
- The Company participates in “electronic voting platforms” for institutional investors operated by ICJ, Inc.
- Failure to indicate approval or disapproval of a proposal on the voting form will be treated as a vote in favor of the proposal.
- In addition to the above, if any matter which should be communicated to shareholders arises after the notice of convocation is sent,
we will post an announcement on the Company’s website URL (https://www.takara-bio.co.jp/ja/index.html) (in Japanese).
- Gifts will not be distributed.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company views profit returns to shareholders as one of its important management issues, and as a basic policy,
returns are provided after comprehensive consideration of a range of factors that include business performance,
financial position, and enhancement of internal reserve for aggressive research and development activities.
Specifically, the Company intends to distribute dividends of surplus approximately 35% of its estimated profit
calculated without taking into account the extraordinary income or loss in the Consolidated Financial Statements.
For improving capital efficiency, the Company proposes to pay a year-end dividend for the current fiscal year of¥17.00 (approximately 87% of its estimated profit) per share as initially forecasted.
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥17.00 per common share of the Company Total payment: ¥2,047,065,200(3) Effective date of dividends of surplus
June 24, 2024

-3-

Proposal No. 2

Election of Nine Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire.
In that regard, the Company proposes the election of nine Directors (three of whom are external Directors).
This proposal was decided by the Board of Directors based on the advice and recommendations of the Nomination
and Compensation Committee.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

1

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Apr. 2002
Director of the Company
June 2003
Managing Director and Executive Officer
June 2004
Senior Managing Director and Executive
Officer
Apr. 2006
Senior Managing Director, Executive Officer,
and COO
June 2007
Representative Director, Vice President,
Koichi Nakao
Executive Officer, and COO
June 16, 1962
June 2008
Representative Director, Vice President, and
COO[Reelection - Male]May 2009
Representative Director and President (current
position)
73,300 shares
Relationship of special interest
Takara Bio USA Holdings Inc. Director,
in the Company
President
None
June 2009
Director of Takara Holdings Inc. (current
Attendance at Board of
position)
Directors meetings
June
2015
President and Executive Officer (current
12/12 (100%)
position)
Apr. 2020
CEO (current position)
Apr. 2021
Representative Director of Manufacturing
Technology Association of Biologics (current
position)
Significant concurrent positions outside the Company
Director of Takara Holdings Inc.
Representative Director of Manufacturing Technology
Association of Biologics
Reasons for nomination as candidate for Director, etc.
・ As Representative Director of the Company, Mr. Nakao continues to play a sufficient role in making decisions onimportant management matters and in supervising the execution of business based on his abundant experience withoverall management and broad insight in the Bioindustry Business, and has demonstrated strong leadership inenhancing the Company’s corporate value and achieving its management objectives. Therefore, the Company
nominated him as a candidate to continue serving as a Director.
・ Within the past ten years, Mr. Nakao has served as a business executive (Chairman) of Takara Biotechnology(Dalian) Co., Ltd., Takara Biomedical Technology (Beijing) Co., Ltd., Takara Korea Biomedical Inc., and Takara
Bio USA Holdings Inc., which are subsidiaries of the Company’s parent company Takara Holdings Inc. as well as
subsidiaries of the Company.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 19842

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Apr. 2004
General Manager of Center for Cell and Gene
Therapy Facility of the Company
June 2009
Deputy General Manager of Gene Therapy
Business Unit and General Manager of Center
Junichi Mineno
for Cell and Gene Therapy Facility
August 13, 1960
Apr. 2011
Executive Officer
June 2012
Senior Executive Officer[Reelection - Male]
June 2014
Managing Director
14,400 shares
Relationship of special interest June 2015
Managing Director and Senior Executive
in the Company
Officer
None
July 2016
Representative Director and Vice Chairman ofAttendance at Board of
Takara Korea Biomedical Inc.
Directors meetings
June 2019
Director and Senior Managing Executive
12/12 (100%)
Officer
Apr. 2022
Vice President Executive Officer (current
position)
June 2023
Director and Vice President (current position)
Current responsibility in the Company
Head of CDM Business Development Division
Reasons for nomination as candidate for Director, etc.
・ Mr. Mineno has engaged in R&D of new technologies and new projects, genetic analysis-related business andbusinesses related to products and services for clinical research on cell and gene therapies. He possesses a trackrecord of establishing its GMP production framework in the gene therapy business. Therefore, the Company
nominated him as a candidate to continue serving as a Director.
・ Mr. Mineno has been an executive officer (Co-Representative Director and Vice Chairman) of Takara Korea
Biomedical Inc., a subsidiary of the Company’s parent company Takara Holdings Corporation, as well as a
subsidiary of the Company, for the past ten years.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987
Feb. 2000

3

Number of theCompany’s shares
ownedJoined Japan Tobacco Inc.
Joined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Apr. 2004
Executive Officer of the Company
Yoh Hamaoka
June 2009
Senior Executive Officer and Deputy General
October 9, 1962
Manager of the Gene Therapy Business Unit
Apr. 2017
In charge of Intellectual Property Department[Reelection - Male]and General Manager of Business Development
Department
17,000 shares
Relationship of special interest
June 2018
In charge of General Affairs Departmentin the Company
Apr. 2019
In charge of Project Management Department
None
Apr. 2020
General Manager of R&D Division
Attendance at Board ofJune 2021
Director and Senior Managing Executive
Directors meetings
Officer (current position)
12/12 (100%)
June 2023
Senior Managing Director (current position)
Current responsibility in the Company
CFO (Chief Financial Officer),
Head of Corporate Management Division
Reasons for nomination as candidate for Director
Mr. Hamaoka has been involved in business development, intellectual property, project promotion and planning, public
relations and investor relations, general affairs, human resources, and finance, and is well-versed in the Company’s
operations in the corporate sector. Therefore, the Company nominated him as a candidate to continue serving as a
Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988

4

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Jan. 2009
General Manager of Sales Department of theCompany
June 2009
Executive Officer
June 2014
Senior Executive Officer
June 2018
Director
Dec. 2019
Chairman of Takara Biomedical Technology(Beijing) Co., Ltd. (current position)
Tsuyoshi Miyamura
Mar. 2021
Co-Representative Director and Chairman of
October 20, 1963
Takara Korea Biomedical Inc. (current position)[Reelection - Male]
Apr. 2022
Senior Managing Executive Officer (current
position)
13,500 shares
Relationship of special interest
Chairman of Takara Biotechnology (Dalian)in the Company
Co., Ltd. (current position)
None
June 2023
Senior Managing Director (current position)
Attendance at Board ofApr. 2024
Director, President of Takara Bio USA
Directors meetings
Holdings Inc. (current position)
12/12 (100%)
Current responsibility in the Company
In charge of Reagents/Instruments Business and Head of Global
Business Division
Significant concurrent positions outside the Company
Chairman of Takara Biotechnology (Dalian) Co., Ltd.
Chairman of Takara Biomedical Technology (Beijing) Co., Ltd.
Co-Representative Director and Chairman of Takara Korea
Biomedical Inc.
Director, President of Takara Bio USA Holdings Inc.
Reasons for nomination as candidate for Director, etc.
・ Mr. Miyamura has been involved in planning, marketing, sales and distribution of products and services in the bio
business, has contributed to the market expansion in China for products in the genetic engineering research field,
and proved his ability as a corporate manager for the Company’s subsidiary. Therefore, the Company nominatedhim as a candidate to continue serving as Director.
・ Mr. Miyamura is currently a business executive of Takara Biotechnology (Dalian) Co., Ltd., Takara Biomedical
Technology (Beijing) Co., Ltd., Takara Korea Biomedical Inc., and Takara Bio USA Holdings Inc., which are
subsidiaries of the Company’s parent company Takara Holdings Inc. as well as a subsidiary of the Company, andhas also been a business executive (Chairman, Chairman, Co-Representative Director and Chairman, and Director,
President, respectively) of each company for the past ten years.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986

5

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Apr.
2008
GeneralManager of Manufacturing Department
Katsuhiko Kusakabe
Apr. 2010
Mizuho Norin Co., Ltd. (on secondment)
June 1, 1961
June 2017
Executive Officer of the Company
Apr. 2020
Deputy General Manager of Manufacturing[Reelection - Male]
Division, in charge of SCM Department andFacility Control Department
Relationship of special interest
4,200 sharesin the Company
Apr. 2021
General Manager of Manufacturing
None
Management Division
Attendance at Board ofJune 2021
Senior Executive Officer
Directors meetings
Apr. 2023
Senior Managing Executive Officer (current
10/10 (100%)
position)(After assuming office on June June 2023
Senior Managing Director (current position)
23, 2023)
Current responsibility in the Company
CMCO (Chief Manufacturing Control Officer),
Head of Business & Production Management Division
Reasons for nomination as candidate for Director
Mr. Kusakabe has worked in operations such as manufacturing management and facility management, and has a recordof performance in engineering and maintenance management for manufacturing facilities and equipment, production
management, purchasing, procurement, and raw materials and supplies management. Therefore, the Company
nominated him as a candidate to continue serving as Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

6

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Apr. 2002
Director of the Company
June 2004
Managing Director
June 2007
Senior Managing Director
May 2009
Director and Vice President
June 2009
Representative Director and Vice President
June
2014
Directorof Takara Holdings Inc.
Mutsumi Kimura
SeniorManaging
Director of Takara Shuzo Co.,
February 3, 1963
Ltd.
[Reelection - Male]
June 2016
Representative Director and Vice President of
Takara Holdings Inc.
51,300 shares
Relationship of special interest June 2017
Director of Takara Shuzo Co., Ltd. (current
in the Company
position)
Please refer to the details below. July 2017
Representative Director and President of Takara
Attendance at Board of
Shuzo International Co., Ltd.
Directors meetings
June 2018
Representative Director and President of Takara
12/12 (100%)
Holdings Inc. (current position)
Apr. 2020
Director of Takara Shuzo International Co., Ltd.
(current position)
June 2022
Director of the Company (current position)
Significant concurrent positions outside the Company
Representative Director and President of Takara Holdings Inc.
Director of Takara Shuzo Co., Ltd.
Director of Takara Shuzo International Co., Ltd.
Reasons for nomination as candidate for Director, etc.
・ Mr. Kimura has abundant experience and track records in the areas of corporate planning, finance, accounting,public relations, general affairs, and human resources of the Company in the past, and has demonstrated leadershipas a Director of the Group for many years.
・ We have nominated him as a candidate to continue serving as Director because his appointment as a Company
Director will strengthen the Company’s corporate functionality and enable the Company to achieve sustainablegrowth and enhance its corporate value over the medium to long term.
・ He is currently an Executive Officer (Representative Director and President) of Takara Holdings Inc., our parent
company, and has been an Executive Officer (Representative Director and President, Representative Director andVice President, and Director) of Takara Holdings Inc. for the past ten years.
・ In the past ten years, he has also served as an Executive Officer (Senior Managing Director) of Takara Shuzo Co.,
Ltd., a subsidiary of the Company’s parent company Takara Holdings Inc. (and a so-called sibling company of theCompany), and as an Executive Officer (Representative Director and President) of Takara Shuzo International Co.,Ltd.
Relationship of special interest in the Company
The Company has a business relationship with Takara Holdings Inc., where he serves as the Representative Director andPresident, concerning payments related to the licensing of trademark rights, payments related to the outsourcing ofcomputer-related operations and the leasing of information-related equipment, and leasing of office space.

-9-

Candidate
No.

Name
(Date of birth)

Apr. 1986

Number of theCompany’s shares
ownedJoined The Long-Term Credit Bank of Japan,
Limited (currently SBI Shinsei Bank, Limited)
Sept. 1987
Joined Dentsu Communication Institute Inc.
Sept. 1995
Research fellow at the Centre for Cultural
Policy Studies of the University of Warwick[Reelection - External - Female] Apr. 1999
Full-time lecturer with the Faculty of
Economics at Doshisha University
Relationship of special interest Apr. 2004
Professor with the Faculty of Economics
in the Company(current position)
None
June 2016
Director (external Director) of the Company
0 shares
Attendance at Board of(current position)
Directors meetings
June 2021
Director (Outside Director) of TOKAI Holdings
12/12 (100%)
Corporation (current position)
Nomination and Compensation
Significant concurrent positions outside the Company
Committee Meeting AttendanceProfessor with the Faculty of Economics at Doshisha University
2/2 (100%)
Director (Outside Director) of TOKAI Holdings Corporation
Number of years in office as anexternal Director
8 years (at the conclusion of thismeeting)Reasons for nomination as candidate for external Director and outline of expected roles, etc.
・ Ms. Kawashima is a candidate for external Director.
・ Ms. Kawashima has extensive research experience in subjects including creative economy and corporate social
responsibility. She meets the criteria for candidates for external Director established by the Company, and is
expected to apply her expert knowledge to the management of the Company and express her opinions at the Board of
Directors meetings from an independent and objective standpoint, thereby ensuring effective management oversight.
Therefore, the Company nominated her as a candidate to continue serving as an external Director. In addition, if thereelection of Ms. Kawashima is approved, we expect that she will be involved in the selection of candidates for
Company executives and the determination of executive compensation and other matters from an objective andneutral standpoint as the chairperson of the Nomination and Compensation Committee.
・ Ms. Kawashima has never in the past been involved in the management of a company except as an external officer.
However, the Company judges she will appropriately fulfill her duties as an external Director based on her abundant
experience as an academic and broad insight on economy and society.
Nobuko Kawashima
October 27, 1962
(Name as shown on the family
register: Nobuko Yokoyama)

7

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1976

8

Number of theCompany’s shares
owned

Safety and Environmental Health Bureau,
Ministry of Health and Welfare (currently the
Ministry of Health, Labour and Welfare)Apr. 1979
Pharmaceutical Affairs Bureau
July 1996
Pharmaceutical Department of World HealthOrganization (on secondment)
July 1999
Organization for Pharmaceutical Safety and
Kazuko Kimura
Research (on secondment)
May 1, 1951
Apr. 2000
Professor of International Medical ResearchLaboratory, Institute of Medical,[Reelection - External - Female]
Pharmaceutical and Health Sciences,
Kanazawa University
Relationship of special interest
June 2013
Director (Outside Director) of Alfresain the Company
Holdings Corporation
None
Attendance at Board ofSept. 2013
Representative Director of Medicines Security
0 sharesDirectors meetings
Workshop (current position)
12/12 (100%)
Apr. 2017
Professor Emeritus of National University
Nomination and Compensation
Corporation Kanazawa University (current
Committee Meeting Attendance
position)
2/2 (100%)
Oct. 2017
Specially Appointed Professor of Graduate
Number of years in office as an
School of Medical Sciences
external Director
Director (external Director) of the Company
5 years (at the conclusion of this June 2019
(current position)
meeting)June 2021
Director (Outside Director) of Mitsubishi
Logistics Corporation (current position)
Significant concurrent positions outside the Company
Professor Emeritus of National University Corporation
Kanazawa University
Representative Director of Medicines Security Workshop
Director (Outside Director) of Mitsubishi Logistics Corporation
Reasons for nomination as candidate for external Director and outline of expected roles, etc.
・ Ms. Kimura is a candidate for external Director.
・ Ms. Kimura is a specialist in the areas of quality control of pharmaceutical distribution, eradication of substandard
and falsified medicines, support of development of anti-counterfeit technologies, and education of specialists. She
meets the criteria for candidates for external Director established by the Company, and is expected to apply her
expert knowledge to the management of the Company and express her opinions at the Board of Directors meetingsfrom an independent and objective standpoint, thereby ensuring effective management oversight. Therefore, theCompany nominated her as a candidate to continue serving as an external Director. In addition, If the reelection of
Ms. Kimura is approved, we expect that she will continue to be involved in the selection of candidates for Company
executives and the determination of executive compensation and other matters from an objective and neutral
standpoint as a member of the Nomination and Compensation Committee.
・ Ms. Kimura has never in the past been involved in the management of a company except as an external officer.
However, the Company judges she will appropriately fulfill her duties as an external Director based on her abundant
experience as an academic and broad insight on quality control of pharmaceutical distribution, etc.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

May 1998

9

Medical Staff with Department of Obstetrics
and Gynecology at Hyogo Prefectural
Amagasaki Hospital
Apr. 2000
Medical Staff with Department of Obstetrics
and Gynecology at Toyooka Public Hospital
Sept. 2002
Medical Staff with Department of Obstetrics
and Gynecology at Kyoto University Hospital
Apr. 2007
Clinical Assistant Professor with Department of
Noriomi Matsumura
Obstetrics and Gynecology at National
July 10, 1971
University Corporation Kyoto University
Hospital[Reelection - External - Male] Apr. 2008
Assistant Professor with Department of
Gynecology and Obstetrics
Relationship of special interest
Dec. 2012
Lecturer with Maternal and Perinatal Care Unitin the Company
Aug. 2013
Associate Professor with Department ofNone
Gynecology and Obstetrics
Attendance at Board of
0 shares
Apr. 2017
Professor with Department of Obstetrics andDirectors meetings
Gynecology of Faculty of Medicine at Kindai
12/12 (100%)
University (current position)
Nomination and Compensation
June 2017
Vice Chairperson of Board Certification
Committee Meeting AttendanceCommittee of Japan Society of Obstetrics and2/2 (100%)
Gynecology (current position)
Number of years in office as an
Dec.
2018
Director, TR Committee Member, andexternal Director
Chairpersonof Future Planning Committee,
4 years (at the conclusion of thisJapanese
Gynecologic
Oncology Group
meeting)(current position)
June 2020
Director (external Director) of the Company(current position)
July 2020
Board Member of Japan Society of
Gynecologic Oncology (current position)
Significant concurrent positions outside the Company
Professor with Department of Obstetrics and Gynecology ofFaculty of Medicine at Kindai University
Reasons for nomination as candidate for external Director and outline of expected roles, etc.
・ Mr. Matsumura is a candidate for external Director.
・ Mr. Matsumura possesses abundant experience and expert knowledge in obstetrics and gynecology and other fieldsof medical science in general, and is familiar particularly with the areas of tumor genome analysis, moleculartargeted therapy, and immune therapy of gynecologic oncology. He meets the criteria for candidates for external
Director established by the Company, and is expected to utilize his experience and expertise and express his
opinions at the Board of Directors meetings from an independent and objective standpoint, thereby ensuring
effective management oversight. Therefore, the Company nominated him as a candidate to continue serving as anexternal Director. In addition, If the reelection of Mr. Matsumura is approved, we expect that he will continue to be
involved in the selection of candidates for Company executives and the determination of executive compensationand other matters from an objective and neutral standpoint as a member of the Nomination and Compensation
Committee.
・ Mr. Matsumura has never in the past been involved in the management of a company except as an external officer.
However, the Company judges he will appropriately fulfill his duties as an external Director based on his abundant
experience as an academic and broad insight on medical science in general.

Note:
1. Ms. Kawashima, Ms. Kimura, and Mr. Matsumura satisfy the requirements for an independent officer as provided for by Tokyo
Stock Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning their
appointment as an independent officer.
2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreements with Ms.
Kawashima, Ms. Kimura, and Mr. Matsumura to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act. Pursuant to this agreement, the defined maximum amount of liability for damages is the minimum liability
amount provided for under Article 425, paragraph 1 of the same Act. If the reelection of three candidates is approved per this
proposal, the Company plans to renew each of the aforementioned agreements.

- 12 -

3. The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph 1 of the Companies Act, which covers damages and litigation expenses incurred by the insured due toclaims for damages arising from the insured’s actions as a director or officer. In addition, when the policy is renewed, theCompany plans to renew the policy with the same terms. If the reappointment of nine candidates is approved per this proposal,
they will continue to be included as insured under the policy.

- 13 -

Proposal No. 3

Election of Two Audit & Supervisory Board Members

At the conclusion of this meeting, the term of office of Audit & Supervisory Board Members Kunihiko Kamada andYasuo Himeiwa will expire.
Therefore, the Company proposes the election of two Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)
Kunihiko Kamada
May 16, 1960
[Reelection - External - Male]

1

Career summary and position in the Company, and significant
concurrent positions outside the Company
Registered as an attorney at law (Osaka Bar
Association)
Mar. 1993
Registered as a patent attorney
Apr. 2007
Part-time lecturer at Meijo University
Jan. 2011
Partner of Daiichi Legal Professional
Corporation (current position)
June 2016
Audit & Supervisory Board Member (External
Audit & Supervisory Board Member) of theCompany (current position)
Significant concurrent positions outside the Company
Partner of Daiichi Legal Professional Corporation

Number of theCompany’s shares
owned

Apr. 1992

Relationship of special interestin the Company
None
Attendance at Board of
0 sharesDirectors meetings
12/12 (100%)
Attendance at Audit &Supervisory Board meetings
13/13 (100%)
Number of years in office as an
Audit & Supervisory Board
Member
8 years (at the conclusion of thismeeting)Reasons for nomination as candidate for external Audit & Supervisory Board Member, etc.
Mr. Kamada is a candidate for external Audit & Supervisory Board Member.
Mr. Kamada meets the criteria for candidates for external Audit & Supervisory Board Member established by theCompany, and is expected to provide advice and recommendations to promote compliance management and to ensure
the validity and appropriateness of decisions made by the Board of Directors and the Audit & Supervisory Board by
utilizing his advanced expert knowledge and experience as an attorney at law. Therefore, the Company nominated him
as a candidate to continue serving as an external Audit & Supervisory Board Member.
Mr. Kamada has never in the past been involved in the management of a company except as an external officer.
However, the Company judges that he will appropriately fulfill his duties as an external Audit & Supervisory Board
Member based on the above reasons.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company

Number of theCompany’s shares
ownedAug. 1983

2

Joined the accounting firm of Peat Marwick
Mitchell & Co. (currently KPMG)
Aug. 1990
Registered as a certified public accountant ofJapan
Aug. 1992
Assigned to KPMG London Office
Aug. 1994
European Director of KPMG Project Japan
Jan. 1996
Partner of Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)
Feb.
2001
SeniorPartner of Shin Nihon & Co. (currently
Yasuo Himeiwa
Ernst&
Young ShinNihon LLC)
November 5, 1953
Sept. 2003
Partner of AZSA & Co. (currently KPMG
AZSA LLC)[Reelection - External - Male]
July 2009
Head of Global Japanese Practice Osaka Office
Relationship of special interest May 2015
Chairman of National Employee Association ofin the Company
KPMG AZSA LLC
None
June 2016
Director of Himeiwa CPA Office (current
Attendance at Board of
position)0 sharesDirectors meetings
Audit & Supervisory Board Member (External
12/12 (100%)
Audit & Supervisory Board Member) of the
Attendance at Audit &Company (current position)
Supervisory Board meetings
June 2017
Outside Director (Audit and Supervisory
13/13 (100%)
Committee Member) of Sharp Corporation
Number of years in office as an(current position)
Audit & Supervisory Board
June 2020
Outside Director (Audit and Supervisory
MemberCommittee Member) of IDEC
8 years (at the conclusion of this
CORPORATION
meeting)June 2021
Outside Director (Standing Audit andSupervisory Committee Member) (current
position)
Significant concurrent positions outside the Company
Director of Himeiwa CPA OfficeOutside Director (Audit and Supervisory Committee Member)of Sharp Corporation
Outside Director (Standing Audit and Supervisory Committee
Member) of IDEC CORPORATION
Reasons for nomination as candidate for external Audit & Supervisory Board Member, etc.
Mr. Himeiwa is a candidate for external Audit & Supervisory Board Member.
Mr. Himeiwa meets the criteria for candidates for external Audit & Supervisory Board Member established by theCompany, and is expected to provide advice and recommendations to improve transparency and objectivity inmanagement by utilizing his advanced expert knowledge and experience in finance and accounting as a certified public
accountant. Therefore, the Company nominated him as a candidate to continue serving as an external Audit &Supervisory Board Member.

Note:
1. Mr. Kamada and Mr. Himeiwa satisfy the requirements for an independent officer as provided for by Tokyo Stock Exchange,
Inc., and the Company has submitted notification to the aforementioned exchange concerning their appointment as anindependent officer.
2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreements with Mr.
Kamada and Mr. Himeiwa to limit their liability for damages under Article 423, paragraph 1 of the Companies Act. Pursuant tothis agreement, the defined maximum amount of liability for damages is the minimum liability amount provided for under
Article 425, paragraph 1 of the same Act. If the reelection of both candidates is approved per this proposal, the Company plansto renew each of the aforementioned agreements.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph 1 of the Companies Act, which covers damages and litigation expenses incurred by the insured due toclaims for damages arising from the insured’s actions as a director or officer. In addition, when the policy is renewed, theCompany plans to renew the policy with the same terms. If the reappointment of both candidates is approved per this proposal,
they will continue to be included as insured under the policy.

- 15 -

(Reference) Expertise and Experience (Skill Matrix) of Elected Directors and Audit & Supervisory Board Members
Corporate
manage-Name

GenderPosition in the
CompanymentManagement

Business

Research

strategy

Develop-

Marketingment

Manufac-

MedicalturingPharma-Qualityceuticalassurance

HealthMale

Representative Director
and President

●

●

●

Junichi
MinenoMale

Director●●●

Yoh Hamaoka

Male

Director●●●

TsuyoshiMiyamura

Male

Director●●

Katsuhiko
Kusakabe

Male

Director●●

MutsumiKimuraMale

Director●●

NobukoKawashima

Female External Director●●

KazukoKimuraFemale External Director●

NoriomiMatsumura

Male

External Director●

Akihiko Kita

Male

AuditorMasahide
Tamaki

Male

AuditorKunihiko
KamadaMale

External Auditor

●

Yasuo
Himeiwa

Male

External Auditor●

Masaaki
Makikawa

Male

External Auditor

Financial

Compli-accounting

anceIntellec-

Personnel

Risk

tual

and labor

manage-relations

ment

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

*The above list does not represent all of the skills possessed by each Director and Audit & Supervisory Board Member.

- 16 -

GlobalDiversity

property

strategy

Koichi Nakao

Legalaffairs