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)
June 3, 2022
To our shareholders:
Koichi Nakao, President
Takara Bio Inc.
7-4-38, Nojihigashi, Kusatsu-shi, Shiga

Notice of the 20th Annual General Meeting of Shareholders
We are pleased to announce the 20th Annual General Meeting of Shareholders of Takara Bio Inc. (the “Company”),
which will be held as indicated below.
From the viewpoint of preventing the spread of the new coronavirus, we request all shareholders to exercise theirvoting rights in advance of the General Meeting of Shareholders via the Internet or in writing (by mail), and to refrainfrom attending the meeting in person.
Please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting
rights by Thursday, June 23, 2022, 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 to 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.
1. Date and Time: Friday, June 24, 2022, at 10:00 a.m. (JST)
2. Venue:
Prince Hall, 3F, Lake Biwa Otsu Prince Hotel
4-7-7, Nionohama, Otsu-shi, Shiga
Please note that, as a measure to prevent the spread of COVID-19, shareholders will be seatedat a distance from each other, and therefore there will be fewer seats available compared tothe past years. In light of this, please be aware that even shareholders who come to the venue
may not be allowed to enter. We appreciate your understanding.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 20th fiscal year (from April 1, 2021
to March 31, 2022), 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 20th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial amendments to the Articles of Incorporation
Proposal No. 3
Election of Nine Directors-1-

- There is concern about the risk of infection with the novel coronavirus. Shareholders who intend to attend this general meeting ofshareholders in person are kindly requested to pay close attention to their physical condition until the day of the meeting and takecare to ensure that they do not overextend themselves.
- We ask that elderly shareholders or those with underlying medical conditions, who are considered to be highly susceptible to infection,or those who are not in good health would make a careful decision to avoid the risk of infection as a matter of priority.
- At the venue of this General Meeting of Shareholders, we will take measures to prevent infection of COVID-19, such as wearing amask and disinfecting with alcohol. We would appreciate it if you could cooperate with us in this regard.
- In order to avoid risk of infection, there will be no gifts provided at the meeting this year. We appreciate your understanding.
- We will make no area to introduce our business activities, which is held every year in order to gain a deeper understanding of theCompany, from the viewpoint of avoiding the risk of the infection.
- There will also be no drinks provided at the meeting this year.
- 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.
- Of the documents that should be attached to the notice, the following documents are posted on the Company’s website(https://ir.takara-bio.co.jp/ja/stock/meeting.html), pursuant to laws and regulations and the provisions in Article 14 of the Company’s
Articles of Incorporation, and are not attached to the notice.
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
Consequently, the documents attached to the notice are part of the Consolidated Financial Statements and the Non-consolidated
Financial Statements that were audited by the Accounting Auditor in preparing the financial audit report and part of the Business
Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Audit &Supervisory Board Members in preparing the audit report.
- If any revision is made to the Reference Documents for General Meeting of Shareholders, the Business Report, the Consolidated
Financial Statements and the Non-consolidated Financial Statements, the Company will post such revision on the Company’s website(https://ir.takara-bio.co.jp/ja/stock/meeting.html).
- The Company participates in “electronic voting platforms” for institutional investors operated by ICJ, Inc.
- To ensure that information is furnished in a timely manner, the content of this Notice was disclosed on the Company’s website(https://ir.takara-bio.co.jp/ja/stock/meeting.html) before it was sent out.
- If there are any major changes in the way the General Meeting of Shareholders is held due to future developments regarding infections
with the novel coronavirus, we will post an announcement on the Company’s website (https://www.takara-bio.co.jp).

-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 in
Bioindustry and Gene Therapy businesses. Specifically, the Company intends to distribute dividends of surplus ataround 20% of its estimated profit calculated without taking into account the extraordinary income or loss in theConsolidated Financial Statements. In accordance with this policy, the Company proposes to pay a year-end dividend
for the fiscal year of ¥33.00 per share for the current fiscal year, which is ¥17.00 higher than for the previous year as
follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥33.00 per common share of the Company
Total payment: ¥3,973,714,800(3) Effective date of dividends of surplus
June 27, 2022

-3-

Proposal No. 2

Partial amendments to the Articles of Incorporation

1. Reason for change
Since the revised regulations stipulated in the proviso of Article 1 of the Supplementary Provision of the “ActPartially Revising the Companies Act” (Act No. 70 of 2019) will come into effect on September 1, 2022, and theintroduction of the electronic provision system of reference documents for the General Meeting of Shareholders
will be introduced, we will implement the necessary changes as follows, and supplementary provisions regarding
the effective date, etc. are also added.
(1) We will establish a new provision to take measures for electronic provision of information contained inreference documents, etc. for the General Meeting of Shareholders. <Article 14, paragraph 1 in “Proposed
amendments”>(2) Among the matters for which electronic provision measures will be taken, a new provision will be established
to allow the scope of matters to be included in the document to be delivered to shareholders who haverequested delivery to be limited in accordance with the provisions of the applicable Ordinance of the Ministryof Justice. <Article 14, paragraph 2 in “Proposed amendments”>(3) With the introduction of the system of electronic provision of reference documents for the General Meetingof Shareholders, the provisions on Internet disclosure and deemed provision of reference documents for the
General Meeting of Shareholders, etc. will be deleted as they are no longer necessary. <Article 14 of thecurrent Articles of Incorporation>(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established. <Article 1 of the Supplementary Provisions in “Proposed
amendments”>
2. Changes to be madeA comparison of the current Articles of Incorporation and the proposed amendments is as follows.
(The underlined parts are changes)
Proposed amendments(Deletion)

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Newly established)(Measures, etc. for Providing Information in Electronic Format)
Article 14
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-4-Current Articles of Incorporation(Newly established)

Proposed amendments
Supplementary Provisions
Article 1
1 The amendment to the Articles of Incorporation pertaining
to Article 14 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2 Notwithstanding the provision(s) of the preceding
paragraph, Article 14 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any general meeting ofshareholders held on a date within six months from theDate of Enforcement.
3 These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.

-5-

Proposal No. 3

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,
Executive
Officer, and COO
Koichi Nakao
June 2008
Representative Director, Vice President, andJune 16, 1962
COO
[Reelection]
May 2009
Representative Director and President (current
position)
70,300 shares
Relationship of special interest
Takara Bio USA Holdings Inc. Director,
in the Company
President (current position)
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
Takara Bio USA Holdings Inc. Director, President
Director of Takara Holdings Inc.
Representative Director of Manufacturing Technology
Association of Biologics
Reasons for nomination as candidate for Director, etc.
・ - Mr. Nakao has displayed leadership as Representative Director of the Company and meets the criteria forcandidates for Director established by the Company. Therefore, the Company nominated him as a candidate tocontinue serving as a Director.
・ - Mr. Nakao is currently a business executive (Director, President) of Takara Bio USA Holdings Inc., which is a
subsidiary of the Company’s parent company Takara Holdings Inc. as well as a subsidiary of the Company, and has
also been a business executive (Director, President) of the company for the past ten years.
・ - 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., and Takara Korea Biomedical Inc., which are
subsidiaries of the Company’s parent company Takara Holdings Inc. as well as subsidiaries of the Company.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, hewill be included as an insured under the policy.

-6-

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]
June 2014
Managing Director
June 2015
Managing Director and Senior Executive
14,400 shares
Relationship of special interest
Officerin the Company
July 2016
Co-Representative Director and Vice Chairman
Noneof Takara Korea Biomedical Inc.
Attendance at Board ofJune 2019
Director (current position) and SeniorDirectors meetings
Managing Executive Officer
12/12 (100%)
Apr. 2020
COO
Apr. 2022
Vice President Executive Officer (current
position)
Current responsibility in the Company
In charge of CDM Business and the CDM Promotion
Department.
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, and meets the criteria forcandidates for Director established by the Company. Therefore, the Company nominated him as a candidate tocontinue 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 10 years.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, hewill be included as an insured under the policy.

-7-

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.)Yoh Hamaoka
Apr. 2004
Executive Officer of the Company
October 9, 1962
June 2009
Senior Executive Officer and Deputy General
Manager of the Gene Therapy Business Unit
[Reelection]
Apr. 2017
In charge of Intellectual Property Department
and General Manager of Business Development
Relationship of special interest
Department
16,800 sharesin the Company
June 2018
In charge of General Affairs Department
None
Apr. 2019
In charge of Project Management Department
Attendance at Board ofApr. 2020
General Manager of R&D Division
Directors meetings
Apr. 2021
CFO
10/10 (100%)
June
2021
Directorand Senior Managing Executive(After assuming office on June
Officer(current
position)24, 2021)
Current responsibility in the Company
In charge of Business Administration and the Intellectual
Property Department
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, and finance, and is well-versed in the Company’s operations in
the corporate sector, and also meets the criteria for candidates for Director established by the Company. Therefore, theCompany nominated him as a candidate to continue as a Director.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, hewill be included as an insured under the policy.

-8-

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 (current position)
Tsuyoshi Miyamura
Dec. 2019
Chairman of Takara Biomedical Technology
October 20, 1963
(Beijing) Co., Ltd. (current position)
Mar. 2021
Co-Representative Director and Chairman of[Reelection]
Takara Korea Biomedical Inc. (current position)
Apr. 2021
CMO
10,600 shares
Relationship of special interest
Apr. 2022
Senior Managing Executive Officer (current
in the Company
position)
None
Chairman of Takara Biotechnology (Dalian)
Attendance at Board ofCo., Ltd. (current position)
Directors meetings
Current
responsibility
in the Company
12/12 (100%)
In charge of the Reagents & Instruments Business and theProduct Development Center
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.
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,
proved his ability as a corporate manager for the Company’s subsidiary, and meets the criteria for candidates for
Director established by the Company. Therefore, the Company nominated him 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., and of Takara Korea Biomedical Inc., which are subsidiaries of the Company’s
parent company Takara Holdings Inc. as well as a subsidiary of the Company, and has also been a businessexecutive (Chairman, Chairman, and Co-Representative Director and Chairman, respectively) of all threecompanies for the past ten years.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, hewill be included as an insured under the policy.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 2001

5

Number of theCompany’s shares
ownedJoined Daiichi Pharmaceutical Co., Ltd.
(currently Daiichi Sankyo Co., Ltd.)Mar. 2007
Joined ImmunoFrontier, Inc.
Masanobu Kimura
Mar. 2010
Joined ICON Japan K.K.
August 19, 1963
Nov. 2011
Joined PAREXEL International Inc.
May 2013
Joined the Company[Reelection]
Apr. 2015
Deputy General Manager of Gene Therapy
Business Unit and General Manager of Project
800 shares
Relationship of special interest
Management Departmentin the Company
June 2016
Executive Officer
None
June
2017
Directorand Senior Executive Officer (current
Attendance at Board of
position)
Directors meetings
Current responsibility in the Company
12/12 (100%)
In charge of Quality Assurance, Quality Assurance Departments
1 and 2, the Quality Assurance Administration Department, andthe Regulatory and Pharmacovigilance Department
Reasons for nomination as candidate for Director
Mr. Kimura has been involved in development of pharmaceuticals, has leadership experience in clinical development in
the gene therapy business, and meets the criteria for candidates for Director established by the Company. Therefore, theCompany nominated him as a candidate to continue serving as a Director.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, hewill be included as an insured under the policy.

- 10 -

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
Mutsumi Kimura
June 2014
Director of Takara Holdings Inc.
February 3, 1963
Senior Managing Director of Takara Shuzo Co.,
Ltd.
[New election]
June 2016
Representative Director and Vice President of
Takara Holdings Inc.
50,000 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
Directorand President of Takara–
Holdings Inc. (current position)
Apr. 2020
Director of Takara Shuzo International Co., Ltd.
(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 for Director because his appointment as a Company Director will strengthen
the Company’s corporate functionality and enable the Company to achieve sustainable growth 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 10 years.
・ In the past 10 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.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his appointment is approved, he will
be included as an insured under the policy.

- 11 -

Candidate
No.

Name
(Date of birth)

Apr. 1986

Number of theCompany’s shares
ownedJoined The Long-Term Credit Bank of Japan,
Limited (currently 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]
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
1/1 (100%)
Director (Outside Director) of TOKAI Holdings Corporation
Number of years in office as anexternal Director
6 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 Ms.
Kawashima is elected, we expect that she will be involved in the selection of candidates for Company executives andthe determination of executive compensation and other matters from an objective and neutral standpoint as amember 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.
・ - Ms. Kawashima satisfies 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 her appointment as anindependent officer.
Limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Ms. Kawashima to limit her liability for damages under Article 423, paragraph 1 of the Companies Act.
Pursuant to this agreement, the defined maximum amount of liability for damages is the minimum liability amountprovided for under Article 425, paragraph 1 of the same Act. If the reelection of Ms. Kawashima is approved, theCompany plans to renew the aforementioned agreements with her.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If her reappointment is approved, shewill be included as an insured under the policy.
Nobuko Kawashima
October 27, 1962
(Name as shown on the family
resister: Nobuko Yokoyama)

7

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company- 12 -

Candidate
No.

Name
(Date of birth)

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

8

Safety and Environmental Health Bureau,
Ministry of Health and Welfare (currently
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]
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
Directors meetings
Workshop (current position)
12/12 (100%)
Apr. 2017
Professor Emeritus of Kanazawa University
Nomination and Compensation Oct. 2017
Specially Appointed Professor of Graduate
Committee Meeting Attendance
School of Medical Sciences, National
1/1 (100%)
University Corporation Kanazawa University
Number of years in office as an(current position)
external Director
Director (external Director) of the Company
3 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
Specially Appointed Professor of Graduate School of Medical
Sciences, National University Corporation Kanazawa University
Representative Director of Medicines Security Workshop
Director (Outside Director) of Mitsubishi Logistics Corporation

Number of theCompany’s shares
owned- 13 -

0 shares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

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 Ms. Kimura iselected, we expect that she will be involved in the selection of candidates for Company executives and thedetermination 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.
・ - Ms. Kimura satisfies 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 her appointment as anindependent officer.
Limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Ms. Kimura to limit her liability for damages under Article 423, paragraph 1 of the Companies Act.
Pursuant to this agreement, the defined maximum amount of liability for damages is the minimum liability amountprovided for under Article 425, paragraph 1 of the same Act. If the reelection of Ms. Kimura is approved, the Company
plans to renew the aforementioned agreements with her.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If her reappointment is approved, shewill be included as an insured under the policy.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
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]
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
Directors meetings
Apr. 2017
Professor with Department of Obstetrics and12/12 (100%)
Gynecology of Faculty of Medicine at Kindai
Nomination and Compensation
University (current position)
Committee Meeting Attendance June 2017
Vice Chairperson of Board Certification
1/1 (100%)
Committee of Japan Society of Obstetrics andNumber of years in office as an
Gynecology (current position)
external Director
Dec. 2018
Director and TR Committee Member, Japanese
2 years (at the conclusion of thisGynecologic Oncology Group (current
meeting)
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

Number of theCompany’s shares
owned- 15 -

0 shares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

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 otherfields of 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 Mr. Matsumura is elected, we expect that he will be involved in the selection ofcandidates 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.
・ - 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.
・ - Mr. Matsumura satisfies 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 his appointment as anindependent officer.
Limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Mr. Matsumura to limit his liability for damages under Article 423, paragraph 1 of the Companies Act.
Pursuant to this agreement, the defined maximum amount of liability for damages is the minimum liability amountprovided for under Article 425, paragraph 1 of the same Act. If the reelection of Mr. Matsumura is approved, theCompany plans to renew the aforementioned agreements with him.
Directors and officers liability insurance policy
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 incurredby the insured due to claims for damages arising from the insured’s actions as a director or officer. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, hewill be included as an insured under the policy.

- 16 -

(Reference) Expertise and Experience (Skill Matrix) of Candidates for Director and Audit & Supervisory Board
Members
Corporate

Name

Position in the
Company

management
Management
strategy

Business

Research

strategy

Develop-

Marketingment

Manufac-

MedicalturingPharma-Qualityceuticalassurance

HealthKoichi
Nakao

Representative
Director and President

●

●

●

Junichi
MinenoDirector

●

●

●

Yoh
Hamaoka

Director●●●

TsuyoshiMiyamura

Director●●●

Masanobu
KimuraDirector●●

MutsumiKimuraDirector●●

NobukoKawashima

External Director●●

KazukoKimuraExternal Director●

NoriomiMatsumura

External Director●

Akihiko
Kita

AuditorMasahide
Tamaki

AuditorKunihiko
KamadaExternal Auditor

●

Yasuo
Himeiwa

External Auditor●

Masaaki
Makikawa

External Auditor

Financial
Legal affairs accounting ComplianceIntellectual

Personnel

Risk

propertyand labor

management

relations

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

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

- 17 -

GlobalDiversity