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, 2021
To our shareholders:
Koichi Nakao, President
Takara Bio Inc.
7-4-38, Nojihigashi, Kusatsu-shi, Shiga

Notice of the 19th Annual General Meeting of Shareholders
We are pleased to announce the 19th Annual General Meeting of Shareholders of Takara Bio Inc. (the “Company”),
which will be held as indicated below.
In view of the situation regarding the novel coronavirus disease (COVID-19), from the perspective of preventing the
spread of infection, we request all shareholders to exercise their voting rights in advance in writing or via the internet,
etc. and to refrain from attending the meeting in person regardless of their health condition.
Please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting
rights by Wednesday, June 23, 2021, 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 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: Thursday, June 24, 2021, 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 significantly fewer seats available
compared to the past years. In light of this, please be aware that even shareholders who cometo 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 19th fiscal year (from April 1, 2020
to March 31, 2021), 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 19th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member-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 ¥16.00 per share for the current fiscal year, which is ¥8.00 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¥16.00 per common share of the Company
Total payment: ¥1,926,649,600(3) Effective date of dividends of surplus
June 25, 2021

-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).
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. 1968

1

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
May 1974
Director
June 1982
Managing Director
June 1988
Senior Managing Director
June 1991
Representative Director and Vice President
June 1993
Representative Director and President
Hisashi Omiya
Apr. 2002
Chairman of the Company (current position)
June 9, 1943
Apr. 2002
Representative Director and President of Takara[Reelection]
Shuzo Co., Ltd.
June 2012
Representative Director and Chairman of
220,700 shares
Relationship of special interest
Takara Holdings Inc. (current position)in the Company
Representative Director and Chairman ofPlease refer to the details below.
Takara Shuzo Co., Ltd. (current position)
Attendance at Board of
July 2017
Representative Director and Chairman of
Directors meetings
Takara Shuzo International Co., Ltd. (current
12/12 (100%)
position)
Significant concurrent positions outside the Company
Representative Director and Chairman of Takara Holdings Inc.
Representative Director and Chairman of Takara Shuzo Co.,
Ltd.
Representative Director and Chairman of Takara Shuzo
International Co., Ltd.
Reasons for nomination as candidate for Director, etc.
- Mr. Omiya is the founder of the bio business in the Takara Holdings Group and is familiar with the biotechnology
industry. He possesses abundant experience and knowledge gained as an officer of the Takara Holdings Group overmany years, 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. Omiya is currently a business executive (Representative Director and Chairman) of the Company’s parent
company Takara Holdings Inc. and its subsidiaries (so-called fellow subsidiaries of the Company) Takara Shuzo Co.,
Ltd. and Takara Shuzo International Co., Ltd., and has also been a business executive (Representative Director andChairman, Representative Director and President) of each of the above companies for the past ten years.
Relationship of special interest in the Company
The Company has the following transactions with Takara Holdings Inc. and Takara Shuzo Co., Ltd., where Mr. Omiya
serves as Representative Director and Chairman.
(i) With Takara Holdings Inc., the Company has transactions including the Company’s payment of license fees foruse of trademarks, payment for outsourcing of computer-related services and lease of information equipment, andtransactions concerning office leases.
(ii) With Takara Shuzo Co., Ltd., the Company has transactions including the Company’s payment of office rent,
payment for purchased products, and other transactions concerning product sales and contracted services.
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. 1985

2

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)
69,500 shares
Relationship of special interest
Representative Director and President of Takara
in the Company
Bio USA Holdings Inc. (current position)
None
June 2009
Director of Takara Holdings Inc. (current
Attendance at Board of
position)
Directors meetings
June 2015
President and Executive Officer of the
12/12 (100%)Company (current position)
Apr. 2021
Representative Director of Manufacturing
Technology Association of Biologics (current
position)
Significant concurrent positions outside the Company
Representative Director and President of Takara Bio USA
Holdings Inc.
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 asa Director.
- Mr. Nakao is currently a business executive (Representative Director and 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 (Representative Director and 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 subsidiariesof 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.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984

3

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
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. (current position)
Directors meetings
June 2019
Director and Senior Managing Executive
12/12 (100%)
Officer (current position)
Current responsibility in the Company
COO (Chief Operating Officer)
Significant concurrent positions outside the Company
Representative Director and Vice Chairman of Takara Korea
Biomedical Inc.
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 track recordof establishing its GMP production framework in the gene therapy business, 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. Mineno is currently a business executive (Representative Director and Vice Chairman) of Takara Korea
Biomedical Inc., which is a subsidiary of the Company’s parent company Takara Holdings Inc. as well as a subsidiaryof the Company, and has also been a business executive (Representative Director and Vice Chairman) of the company
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.

-6-

Candidate
No.

Name
(Date of birth)

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

4

Number of theCompany’s shares
ownedJoined Daiichi Pharmaceutical Co., Ltd.
(currently Daiichi Sankyo Co., Ltd.)
Masanobu Kimura
Mar. 2007
Joined ImmunoFrontier, Inc.
August 19, 1963
Mar. 2010
Joined ICON Japan K.K.
Nov. 2011
Joined PAREXEL International Inc.
[Reelection]
May 2013
Joined the Company
Apr. 2015
Deputy General Manager of Gene Therapy
800 shares
Relationship of special interest
Business Unit and General Manager of Projectin the Company
Management Department
None
June 2016
Executive Officer
Attendance at Board of
June
2017
Directorand Managing Executive Officer
Directors meetings(current
position)
12/12 (100%)
Current responsibility in the Company
General Manager of Clinical Development Division
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.

-7-

Candidate
No.

Name
(Date of birth)

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

5

Number of theCompany’s shares
ownedJoined Takara Shuzo Co., Ltd. (currently Takara
Holdings Inc.)
Jan. 2009
General Manager of Sales Department of theCompany
Tsuyoshi Miyamura
June 2009
Executive Officer
October 20, 1963
June 2014
Managing Executive Officer (current position)
June 2018
Director (current position)[Reelection]
Dec. 2019
Chairman of Takara Biomedical Technology
9,700 shares
Relationship of special interest(Beijing) Co., Ltd. (current position)in the Company
Mar. 2021
Representative Director and Chairman ofNone
Takara Korea Biomedical Inc. (current position)
Attendance at Board of
Current responsibility in the Company
Directors meetings
CMO (Chief Marketing Officer)
12/12 (100%)
Significant concurrent positions outside the Company
Chairman of Takara Biomedical Technology (Beijing) Co., Ltd.
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 Biomedical Technology (Beijing) Co., Ltd. (as Chairman),and of Takara Korea Biomedical Inc. (as Representative Director and Chairman), which are both subsidiaries of theCompany’s parent company Takara Holdings Inc. as well as subsidiaries of the Company, and has also been a businessexecutive (Chairman, and Representative Director and Chairman, respectively) of both of the companies for the past ten
years.
- Within the past ten years, Mr. Miyamura has served as a business executive (Chairman) of Takara Biotechnology(Dalian) Co., Ltd., which is a subsidiary of the Company’s parent company Takara Holdings Inc. as well as a subsidiaryof 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.

-8-

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

6

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 (current position) and
Deputy General Manager of Gene Therapy[New election]
Business Unit
In charge of Intellectual Property Department
16,800 shares
Relationship of special interest Apr. 2017
and General Manager of Business Developmentin the Company
Department
None
Attendance at Board ofJune 2018
In charge of General Affairs Department
Directors meetings
Apr. 2019
In charge of Project Management Department–
Apr. 2020
General Manager of R&D Division
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
the corporate sector, and also meets the criteria for candidates for Director established by the Company. Therefore, theCompany 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.

-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
Apr. 1999
Full-time lecturer with the Faculty of[Reelection - External]
Economics at Doshisha University
Relationship of special interest Apr. 2004
Professor with the Faculty of Economics
0 sharesin the Company(current position)
None
June 2016
Director (external Director) of the Company
Attendance at Board of(current position)
Directors meetings
June 2021
Director (Outside Director) of TOKAI Holdings
12/12 (100%)
Corporation (scheduled to assume the position)
Number of years in office as an Significant concurrent positions outside the Company
external Director
Professor with the Faculty of Economics at Doshisha University
5 years (at the conclusion of this Director (Outside Director) of TOKAI Holdings Corporation
meeting)[scheduled to assume the position in June 2021]
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 toapply 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.
- 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

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 andResearch (on secondment)
Apr. 2000
Professor of International Medical Research
Kazuko Kimura
Laboratory, Institute of Medical,
May 1, 1951
Pharmaceutical and Health Sciences,
Kanazawa University[Reelection - External]
June 2013
Director (Outside Director) of Alfresa
Holdings Corporation
Relationship of special interest
Sept. 2013
Representative Director of Medicines Security
in the Company
Workshop (current position)
None
Apr. 2017
Professor Emeritus of National University
Attendance at Board of
Corporation Kanazawa University (current
Directors meetings
position)
12/12 (100%)
Oct. 2017
Specially Appointed Professor of Graduate
Number of years in office as an
School of Medical Sciences (current position)
external Director
Director (external Director) of the Company
2 years (at the conclusion of this June 2019
(current position)
meeting)June 2021
Director (Outside Director) of Mitsubishi
Logistics Corporation (scheduled to assume
the 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[scheduled to assume the position in June 2021]

Number of theCompany’s shares
owned- 11 -

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 andfalsified medicines, support of development of anti-counterfeit technologies, and education of specialists. She meets thecriteria 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 independentand objective standpoint, thereby ensuring effective management oversight. Therefore, the Company nominated her as a
candidate to continue serving as an external Director.
- 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., andthe Company has submitted notification to the aforementioned exchange concerning her appointment as an independent
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.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 1998

Noriomi Matsumura
July 10, 1971
[Reelection - External]

9

Relationship of special interestin the Company
None
Attendance at Board of
Directors meetings
10/10 (100%)(After assuming office on June23, 2020)
Number of years in office as anexternal Director
1 year (at the conclusion of thismeeting)

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
Obstetrics and Gynecology at National
University Corporation Kyoto University
HospitalApr. 2008
Assistant Professor with Department of
Gynecology and Obstetrics
Dec. 2012
Lecturer with Maternal and Perinatal Care Unit
Aug. 2013
Associate Professor with Department of
Gynecology and Obstetrics
Apr. 2017
Professor with Department of Obstetrics andGynecology of Faculty of Medicine at Kindai
University (current position)
June 2017
Vice Chairperson of Board Certification
Committee of Japan Society of Obstetrics andGynecology (current position)
Dec. 2018
Director and TR Committee Member, Japanese
Gynecologic Oncology Group (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

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.
- Mr. Matsumura is a candidate for external Director.
- Mr. Matsumura possesses abundant experience and expert knowledge in obstetrics and gynecology and other fields of
medical science in general, and is familiar particularly with the areas of tumor genome analysis, molecular targeted
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 theBoard 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 an external Director.
- 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 One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Masaaki Makikawa will expire at the conclusion of thismeeting.
Therefore, the Company proposes the election of one Audit & Supervisory Board Member (external Audit &Supervisory Board Member).
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1996

Number of theCompany’s shares
ownedProfessor with the Department of Robotics of theFaculty of Science and Engineering at Ritsumeikan
University
Apr. 2003
Head of the Liaison Office of Biwako-Kusatsu
Masaaki Makikawa
CampusJanuary 1, 1952
Apr. 2005
Head of the Research Center for Sport and Health
Science[Reelection - External]
Apr. 2007
Executive Director of the Institute of Science andTechnology
Relationship of special interest in
Apr. 2011
Visiting Professor with the Graduate School of
the Company
Medicine at Osaka University (current position)
None
Apr. 2012
Dean of the Research Division at Ritsumeikan
Attendance at Board of Directors
University
0 sharesmeetings
Apr. 2017
Specially Appointed Professor with the Faculty of
12/12 (100%)
Science and Engineering
Attendance at Audit & Supervisory
June 2017
Audit & Supervisory Board Member (External Audit
Board meetings& Supervisory Board Member) of the Company
13/13 (100%)(current position)
Number of years in office as an
July 2017
Special Professor with the Faculty of Science andAudit & Supervisory Board
Engineering (Assistant Director) (current position)
MemberApr.
2021
Presidentof Osaka Hatsushiba Trust(current
4 years (at the conclusion of thisposition)
meeting)
Significant concurrent positions outside the Company
Special Professor with the Faculty of Science and Engineering(Assistant Director) at Ritsumeikan University
President of Osaka Hatsushiba Trust
Reasons for nomination as candidate for external Audit & Supervisory Board Member, etc.
- Mr. Makikawa is a candidate for external Audit & Supervisory Board Member.
- Mr. Makikawa possesses experience and expertise in industry academia collaboration projects, such as research management of
national projects and many commissioned research and joint research, in the fields of medical engineering and bioengineering. He
meets the criteria for candidates for external Audit & Supervisory Board Member established by the Company, and, in this role, is
expected to reflect such experience and expertise in audits of the Company. Therefore, the Company nominated him as a candidate
to continue serving as an external Audit & Supervisory Board Member.
- Mr. Makikawa has never in the past been involved in the management of a company except as an external officer. However, theCompany judges that he will appropriately fulfill his duties as an external Audit & Supervisory Board Member based on the above
reasons.
- Mr. Makikawa satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and theCompany has submitted notification to the aforementioned exchange concerning his appointment as an independent officer.
Limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr.
Makikawa to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. Pursuant to this agreement, thedefined maximum amount of liability for damages is the minimum liability amount provided for under Article 425, paragraph 1 ofthe same Act. If the reelection of Mr. Makikawa is approved, the Company 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 incurred by the insured due to claims fordamages arising from the insured’s actions as a director or officer. In addition, when the policy is renewed, the Company plans torenew the policy with the same terms. If his reappointment is approved, he will be included as an insured under the policy.

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