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 2, 2023
To our shareholders:
Koichi Nakao, President
Takara Bio Inc.
7-4-38, Nojihigashi, Kusatsu-shi, Shiga

Notice of the 21st Annual General Meeting of Shareholders
We are pleased to announce the 21st 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 21st 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://ir.takara-bio.co.jp/ja/stock/meeting.html (in Japanese)
Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights byThursday, June 22, 2023, 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) and the website for posted informational
materials for the general meeting of shareholders. 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 “Documents for public inspection/PR
information.”□ TSE website (Listed Company Search) URL:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)□ Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/4974/teiji/ (in Japanese)
1. Date and Time: Friday, June 23, 2023, 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 21st fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board-1-2. The Non-consolidated Financial Statements for the 21st fiscal year (from April 1, 2022 to March 31, 2023)
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 documents 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://ir.takara-bio.co.jp/ja/stock/meeting.html) and so forth, pursuant to laws and regulations and the provisions in
Article 14, paragraph 2 of the Company’s Articles of Incorporation.
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 Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements stated in
the paper-based documents delivered to shareholders who have made a request for delivery of such documents are part of theConsolidated 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 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 page 1).
- 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.
- If there are any major changes in the way of 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 URL (https://www.takara-bio.co.jp).
- Gifts and beverages will not be distributed.
- Shareholders in poor health are asked to refrain from coming to the venue.

-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 the upper 30% range of its
estimated profit calculated without taking into account the extraordinary income or loss in the Consolidated Financial
Statements. In accordance with this policy, the Company proposes to pay a year-end dividend for the fiscal year of¥42.00 per share for the current fiscal year, which is ¥9.00 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¥42.00 per common share of the Company
Total payment: ¥5,057,455,200(3) Effective date of dividends of surplus
June 26, 2023

-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,
Executive Officer, and COO
Koichi Nakao
June 2008
Representative Director, Vice President, andJune 16, 1962
COO
[Reelection - Male]May 2009
Representative Director and President (current
position)
71,600 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 for candidates
for Director established by the Company. Therefore, the Company nominated him as a candidate to continue 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.

-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
Junichi Mineno
Business Unit and General Manager of Center
August 13, 1960
for Cell and Gene Therapy Facility
Apr. 2011
Executive Officer[Reelection - Male]
June 2012
Senior Executive Officer
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
Co-Representative Director and Vice Chairman
Attendance at Board ofof Takara Korea Biomedical Inc.
Directors meetings
June 2019
Director (current position) and Senior
12/12 (100%)
Managing Executive Officer
Apr. 2022
Vice President Executive Officer (current
position)
Current responsibility in the Company
In charge of the CDM Center (Centers 1 to 6)
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 regenerative medicine / gene and cell therapy. He
possesses a track record of establishing its GMP production framework in the gene therapy business, and meets thecriteria for candidates for Director established by the Company. 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 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.

-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.)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 - Male]
Apr. 2017
In charge of Intellectual Property Department
and General Manager of Business Development
16,900 shares
Relationship of special interest
Departmentin 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
June 2021
Director and Senior Managing Executive
12/12 (100%)
Officer (current position)
Current responsibility in the Company
CFO (Chief Financial Officer)
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 thecorporate sector, and also 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.

-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 (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 - Male]
Takara Korea Biomedical Inc. (current position)
Apr. 2022
Senior Managing Executive Officer (current
11,900 shares
Relationship of special interest
position)in the Company
Chairman of Takara Biotechnology (Dalian)NoneCo., Ltd. (current position)
Attendance at Board of
Current
responsibility
in the Company
Directors meetingsInchargeof
CDM
Business
Development, CDM Customer
12/12 (100%)
Relations Department, Business Development Department, andManufacturing Departments 1 and 2
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.

-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.)
June
2017
Executive Officer
Katsuhiko Kusakabe
Apr. 2020
Deputy General Manager of Manufacturing
June 1, 1961
Division, in charge of SCM Department andFacility Control Department[New election - Male]
Apr. 2021
General Manager of Manufacturing
Management Division
3,000 shares
Relationship of special interestin the Company
June 2021
Senior Executive Officer
NoneApr. 2023
Senior Managing Executive Officer (current
Attendance at Board of
position)
Directors meetings
Current responsibility in the Company
In charge of Manufacturing Control Department and Facility
Control Department, and General Manager of TechnicalTraining Center
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 for 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 appointment is approved, he will
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. 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
Directorof Takara Holdings Inc.
February 3, 1963
Senior Managing Director of Takara Shuzo Co.,
Ltd.
[Reelection - Male]
June 2016
Representative Director and Vice President ofRelationship of special interest
Takara Holdings Inc.
50,400 sharesin the Company
June 2017
Director of Takara Shuzo Co., Ltd. (current
Please refer to the details below.
position)
Attendance at Board of
July 2017
Representative Director and President of Takara
Directors meetings
Shuzo International Co., Ltd.
10/10 (100%)
June 2018
Representative Director and President of Takara(After assuming office on June
Holdings Inc. (current position)
24, 2022)
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 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 reappointment is approved, hewill be included as an insured under the policy.

-9-

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 - 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
7 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.
・ 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- 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 HealthKazuko Kimura
Organization (on secondment)
May 1, 1951
July 1999
Organization for Pharmaceutical Safety andResearch (on secondment)[Reelection - External - Female] Apr. 2000
Professor of International Medical ResearchLaboratory, Institute of Medical,
Relationship of special interest
Pharmaceutical and Health Sciences,in the Company
Kanazawa University
None
June 2013
Director (Outside Director) of Alfresa
Attendance at Board of
Holdings Corporation
0 sharesDirectors meetings
Sept. 2013
Representative Director of Medicines Security
12/12 (100%)
Workshop (current position)
Nomination and Compensation
Apr. 2017
Professor Emeritus of Kanazawa University
Committee Meeting AttendanceOct. 2017
Specially Appointed Professor of Graduate
2/2 (100%)
School of Medical Sciences, National
Number of years in office as an
University Corporation Kanazawa University
external Director
June
2019
Director(external Director) of the Company
4 years (at the conclusion of this(current
position)
meeting)June 2021
Director (Outside Director) of Mitsubishi
Logistics Corporation (current position)
Significant concurrent positions outside the Company
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.
・ 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.

- 11 -

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 - 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
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
2/2 (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
3 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- 12 -

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 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.
・ 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.

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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 Akihiko Kita andMasahide Tamaki 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)
Akihiko Kita
September 10, 1959

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1984
Apr. 2011[Reelection - Male]

1

Joined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Deputy General Manager of AgriBio Business
Unit of the Company
General Manager of AgriBio Business Unit
Executive Officer, General Manager of AgriBio
Business Unit, General Manager of Kusu Plant
and General Manager of Functional Food
Department
Standing Audit & Supervisory Board Member(current position)

Number of theCompany’s shares
owned

Apr. 2013
Relationship of special interest Apr. 2014
in the Company
1,600 shares
None
Attendance at Board of
Directors meetings
June 201612/12 (100%)
Attendance at Audit &Supervisory Board meetings
13/13 (100%)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Mr. Kita has been involved in the development, manufacturing management, production, quality assurance, and otheroperations of products in the AgriBio business, and has experience in the overall management of the overseas
subsidiaries serving as Director of Takara Biotechnology (Dalian) Co., Ltd. and Director of Takara Biomedical
Technology (Beijing) Co., Ltd. The Company expects him to reflect such broad experience and knowledge in theenhancement of the audit function of the Company including those of the subsidiaries of the Group. In addition, hemeets the criteria for candidates for Audit & Supervisory Board Member established by the Company. Therefore, theCompany nominated him as a candidate to continue serving as an Audit & Supervisory Board Member.
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.

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Candidate
No.

Name
(Date of birth)
Masahide Tamaki
February 28, 1960

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1983
Apr. 2005[Reelection - Male]2

Joined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
General Manager of Sales Department of theCompany
Executive Officer
Deputy General Manager of Genetic
Engineering Research Business Unit
General Manager of AgriBio Business Unit
Senior Executive Officer
Standing Audit & Supervisory Board Member(current position)

Number of theCompany’s shares
owned

Apr. 2007
Relationship of special interest June 2009
in the Company
6,000 shares
None
Apr. 2015
Attendance at Board ofJune 2016
Directors meetings
June 201912/12 (100%)
Attendance at Audit &Supervisory Board meetings
13/13 (100%)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Mr. Tamaki has been involved in the sales, distribution and purchasing, and other operations of products and services in
the Bioindustry Business, and has experience in the overall management of the AgriBio Business Unit of a subsidiary.
The Company expects him to reflect such broad experience and knowledge in the enhancement of the audit function of
the Company including those of the subsidiaries of the Group. In addition, he meets the criteria for candidates for Audit& Supervisory Board Member established by the Company. Therefore, the Company nominated him as a candidate tocontinue serving as an Audit & Supervisory Board Member.
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.

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(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

Financial

Compli-accounting

ance

Personnel

Risk

and labor

manage-relations

ment

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Manufactu-

Medical

Legal

ring

Pharma-affairs

QualityceuticalIntellectual

assurance

Healthproperty

strategy

Koichi
Nakao

Male

Junichi
MinenoMale

YohHamaokaMaleTsuyoshiMiyamura

Male

Katsuhiko
Kusakabe

Male

MutsumiKimuraMale

NobukoKawashima

FemaleKazukoKimuraFemaleNoriomiMatsumura

Male

AkihikoKita

Male

Masahide
TamakiMale

Kunihiko
KamadaMale

Yasuo
Himeiwa

Male

Masaaki
Makikawa

Male

Representative
Director andPresident
Director

Director

●

●

●

●

●

●

●

●

●

●

●

Director

Director

Director

External Director

●

●

●

●

●

●

External Director

AuditorExternal Auditor

External Auditor

●

●

●

●

AuditorExternal Auditor

●

●

●

External Director

●

●

●

●

●

●

●

●

●

●

●

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

- 16 -

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