Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4540
June 8, 2021
To Our Shareholders:
Terukazu Kato
President, Representative Director and CEO
TSUMURA & CO.
17-11 Akasaka 2-chome, Minato-ku, Tokyo

Notice of the 85th Ordinary General Meeting of Shareholders
We are pleased to announce the 85th Ordinary General Meeting of Shareholders of TSUMURA & CO.
(the “Company”), which will be held as indicated below.
In order to prevent the risk of infection with the new coronavirus (COVID-19), we would kindly ask
you to refrain from attending the meeting in person as much as possible, and encourage you to exercise
your voting rights in writing (and send by post mail) or the Internet.
You may exercise your voting rights either of the following ways. Please review the attached Reference
Documents for General Meeting of Shareholders, and exercise your voting rights by 5:45 p.m. on Monday,
June 28, 2021 (JST).
Exercise of voting rights in writing
Please indicate your approval or disapproval to each proposal on the enclosed voting card, and return it sothat it will be received by us no later than the above date and time.
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (https://evote.tr.mufg.jp/), follow the directions on
the screen, and indicate your approval or disapproval to each proposal no later than the above date and time.

Notice Regarding COVID-19
In order to prevent the risk of infection with COVID-19, we would kindly ask you to refrain from
attending the meeting in person as much as possible, and encourage you to exercise your voting rights inwriting (and send by post mail) or the Internet.
Shareholders attending the General Meeting of Shareholders in person are requested to take measures toprevent infection. Moreover, Directors and staff running the meeting at the venue for the General Meetingof Shareholders will be taking measures, such as wearing masks, and we ask for your cooperation with
infection prevention measures for the safety of shareholders, such as measuring body temperature andwearing masks. In addition, as a measure to prevent further spread of infection, our operating staff may ask
those shareholders who appear ill to kindly refrain from entering the venue.

-1-

1. Date and Time:

Tuesday, June 29, 2021, at 10:00 a.m.

2. Venue:“Ho’oh,” 1st floor, THE CAPITOL HOTEL TOKYU
10-3 Nagatacho 2-chome, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 85th fiscal year
(from April 1, 2020 to March 31, 2021), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit and Supervisory
Committee
2. Non-consolidated Financial Statements for the 85th 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 Six (6) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 3: Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Proposal No. 4: Election of One (1) Substitute Director who is Audit and Supervisory Committee
MemberOther Matters Regarding the Exercise of Voting Rights
 If a voting card is received without giving any indication of approval or disapproval of any or all of the
proposals, it will be counted as a vote for the proposal concerned.
 If you vote multiple times via the Internet indicating different positions on the same proposal in eachvoting exercise, only your most recent vote will count as valid.
 If you exercise your voting rights both in writing and via the Internet, only the vote placed via the Internet
will be treated as valid.
 If you are unable to attend the general meeting of shareholders in person, you may appoint anothershareholder with voting rights in the Company to attend as your proxy. Please note, however, that it isnecessary to submit a document evidencing the authority of proxy.
Internet Disclosure
Pursuant to the relevant laws and regulations and the Company’s Articles of Incorporation, the following
items of information are posted on the Company’s website instead of being included in the Reference
Documents for General Meeting of Shareholders.
i) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements”
sections of Consolidated Financial Statementsii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” sections of Non-consolidated Financial Statements
https://www.tsumura.co.jp/ir/shareholders/convocation/(in Japanese only)
The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Audit and Supervisory Committee and the Accounting Auditor include the documents attached to thisnotice and the Consolidated Statement of Changes in Equity, the Notes to Consolidated Financial
Statements, the Non-consolidated Statement of Changes in Equity and the Notes to Non-consolidated
Financial Statements posted on the Company’s website.
If any changes are made to the Reference Documents for General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements, such changes
will be posted on the Company’s website.
https://www.tsumura.co.jp/-2-Reference Documents for General Meeting of Shareholders
Proposal No. 1
Proposal No. 1: Appropriation of Surplus
The Company regards the return of profit to shareholders as its important policy. We will aim to achievesustained growth going forward while maintaining a policy to pay stable dividends, taking into considerationsuch matters as medium- and long-term levels of earnings and cash flows.
The Company will allocate funds from internal reserves for investment in the areas such as capital
expenditure and research and development that are deemed to boost the future corporate value of theCompany.
In line with the aforementioned policy, the Company proposes to pay year-end dividends for the current
fiscal year as follows:Year-end dividends
1)
2)

3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥32 per common share of the Company.
The total dividends will be ¥2,448,254,720.
Effective date of payment of dividends of surplus
June 30, 2021

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Proposal No. 2
Proposal No. 2: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this general meeting. Accordingly, the Company proposes to electsix (6) Directors (excluding Directors who are Audit and Supervisory Committee Members).
Following discussions by the Audit and Supervisory Committee based on deliberations of theNomination/Remuneration Advisory Committee attended by all of two (2) Outside Directors who are Audit
and Supervisory Committee Members, the Audit and Supervisory Committee believes that the nominatingprocedure was properly followed and all candidates are adequate to serve as Directors of the Company.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows:
Candidate
No.

Name

1

Terukazu Kato

2
3
4
5
6

Current Position in the Company

Susumu Adachi
Muneki Handa
Kenichi Matsui

President, Representative
Director and CEO
Director, Co-COO
Director, CFO
Outside Director

Reelection
Reelection
Reelection

OutsideIndependent

Hiroshi Miyake
Tadashi Okada

Outside Director
Outside Director

Reelection
Reelection

OutsideOutsideIndependent
Independent-4-

Reelection

1

Terukazu Kato
Date of Birth(Age 57)

August 26, 1963

Current Position in the Company

President, Representative Director andCEO

Reelection
To our shareholders
I would like to express my sincere gratitude for the fact that, amid the ongoing COVID-19 pandemic,
we have been able to fulfill our responsibility for a stable supply of Kampo formulations, which arepharmaceuticals, with the support of our shareholders and business partners and the sense of mission of all
our Group company employees.
Kampo promotes the improvement of symptoms by enhancing the natural healing power that people
originally possess and taking the mind and body as one (mind-body unity) to create balance between
them. We will constantly dedicate ourselves to contributing to better treatments through the scientificverification of Kampo.
We will aim to realize the Long-Term Business Vision for 2021 and achieve the third medium-term
management plan and devote our utmost energies to meeting the expectations of all.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr. 1986
Aug. 2001
Jan. 2006
Apr. 2007
Jun. 2011
Jun. 2012
Jun. 2015
Jun. 2019

Joined the Company
President and Representative Director, TSUMURA USA, INC.
Head of Public Relations Department, TSUMURA & CO.
General Manager, Head of Corporate Communications Department, TSUMURA &CO.
Director and Executive Officer, Head of Corporate Communications Department,
TSUMURA & CO.
President and Representative Director, TSUMURA & CO.
President and Representative Director and President and Executive Officer,
TSUMURA & CO.
President, Representative Director and CEO, TSUMURA & CO. (incumbent)

 Number of theCompany’s
Shares Owned
30,000 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Material
relationshipwith theCompanyNone Reasons for the nomination as a candidate for Director
As a chairman of the Board of Directors, Mr. Terukazu Kato has operated the Company’s corporate governance systemand strengthened it in several phases, and worked to structure the Board of Directors to have majority Outside Directors,
establish the Nomination/Remuneration Advisory Committee with an Outside Director as its committee chairman, andimprove the effectiveness of the Board of Directors, while successfully carrying out his responsibilities in making
important management decisions and supervising the execution of business.
In addition, he delegated business execution authority to COO (Co-COO from April 2021) and finalized the group-wide
management policy as well as corporate strategy as CEO, established management system, carried on external negotiations
and made efforts in developing management-level human resources. In order for the Company to further pursue the aimof achieving sustainable growth and enhancing its corporate value while maintaining the philosophy-based management
approach, the Board of Directors believes that he is one of the most well-qualified candidates.
If his election as a Director is approved, Mr. Kato will assume the position of President, Representative Director and CEOof the Company.

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2

Susumu Adachi
Date of Birth(Age 58)

Current Position in the Company

Director, Co-COO

February 3, 1963

Reelection
To our shareholders
During the COVID-19 pandemic, Tsumura has proposed to the medical field that Kampo medicines canmake a contribution. In particular, they are playing a certain role in improving symptoms, for example, thesense of fatigue and anxiety, brought about by changes in lifestyle. At present, a variety of research
institutions are also conducting COVID-19-related research on Kampo medicines, and the Company isproviding its support for this research.
Fiscal 2022 will be the final year of our third medium-term management plan. While further expanding
the opportunities of Kampo medicines to contribute in important domains including the cancer domain,
the elderly field, and the diseases specific to women as well as COVID-19, we will press ahead with
developing the Chinese market, with a focus on the crude drug business, including Chinese crude drug
pieces to achieve the plan. We will devote our utmost energies to meeting the expectations of ourshareholders.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr.
Apr.
Apr.
Apr.
Apr.

1987
2013
2015
2016
2018

Jun. 2018
Jun. 2019
Apr. 2021

Joined the Company
Head of Corporate Planning Department, TSUMURA & CO.
General Manager, Head of Corporate Planning Department, TSUMURA & CO.
Executive Officer, Head of Corporate Planning Department, TSUMURA & CO.
Managing Executive Officer, Head of Corporate Planning Department, TSUMURA& CO.
Director and Managing Executive Officer, Head of Corporate Planning Department,
TSUMURA & CO.
Director, Managing Executive Officer and COO, TSUMURA & CO.
Director, Co-COO, TSUMURA & CO (incumbent)

 Number of theCompany’s
Shares Owned
13,900 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Material
relationshipwith in the
CompanyNone Reasons for the nomination as a candidate for Director
Mr. Susumu Adachi has experience as a member of senior management in our group company in China and extensive
experience and insight as an executive officer in charge of corporate planning, finance/accounting, public relation/IR,
information technology and product strategy at the Company. In addition, as COO (Co-COO from April 2021), he has
been engaged in group-wide business operation based on management policy and corporate strategy and has been
controlling the overall business execution to achieve the plan. Based on the above reasons, the Board of Directors has fullconfidence in his ability to carry out his responsibilities including making important management decisions at the Boardof Directors meetings and supervising the execution of business. Therefore, the Board of Directors nominates him as a
candidate for Director.
If his election as a Director is approved, Mr. Adachi will assume the position of Director, Co-COO of the Company.

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3

Muneki Handa
Date of Birth(Age 58)

Current Position in the Company

Director, CFO

July 7, 1962

Reelection
To our shareholders
Currently, the Tsumura Group is promoting its business based on the third medium-term management
plan. Despite the COVID-19 pandemic, which is having an overwhelming global impact, based on theplan, we are working for sustainable expansion of the Kampo market in Japan. As for the Chinese
business, we are pressing ahead with building the foundation for the Chinese business. Through these
efforts, we hope to aim to be a value-creation company that contributes to people’s health through its
Kampo business.
Particularly because of these circumstances, I will devote my utmost energies to achieving the goals of“establishing a Kampo medicine business” as well as “contributing to the health of China’s citizens,” sothat we will be widely acknowledged from society, and be able to meet expectations of our various
stakeholders including shareholders.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr. 1985
Jun. 2014
Jun. 2015
Jun. 2016
May 2019
Jun. 2019
Apr. 2021

Joined The Mitsubishi Bank, Limited (currently MUFG Bank, Ltd.)
Executive Officer and Managing Director, Head, Retail Credit Division, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)
Deputy President, Mitsubishi UFJ Capital Co., Ltd.
President, Mitsubishi UFJ Capital Co., Ltd.
Advisor, TSUMURA & CO.
Director, Managing Executive Officer and CFO, TSUMURA & CO.
Director, CFO, TSUMURA & CO. (incumbent)

 Number of theCompany’s
Shares Owned
3,000 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Material
relationshipwith in the
CompanyNone Reasons for the nomination as a candidate for Director
Mr. Muneki Handa has extensive experience and insight through his many years of working at financial institutions, andserved as a representative director and president at a venture capital firm. He also has extensive insight as an Executive
Officer in charge of corporate planning, accounting/finance, public relation/IR and information technology at theCompany. In addition, as CFO, he has executed business relating to group-wide financial strategies and IR and has
formulated management plan based on management policy and corporate strategy. Based on the above reasons, theBoard of Directors has full confidence in his ability to carry out his responsibilities including making importantmanagement decisions at the Board of Directors meetings and supervising the execution of business. Therefore, theBoard of Directors nominates him as a candidate for Director.
If his election as a Director is approved, Mr. Handa will assume the position of Director, CFO of the Company.

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4

Kenichi Matsui
Date of Birth(Age 71)

Current Position in the Company

Outside Director

July 5, 1949

Reelection Outside Independent
To our shareholders
With its mission of contributing to people’s health through its Kampo business, Tsumura is fighting
against COVID-19, and Outside Directors are also providing their active support. In this environment, wehave reached the final year of the medium-term management plan. We are preparing for the next era ofTsumura by strengthening management capabilities and gaining the trust of many stakeholders through theimplementation of the philosophy-based management and the reinforcement of corporate governance.
A paradigm shift is currently taking place in a variety of areas. In order to respond flexibly andpromptly to change, I believe that diverse perspectives, objectivity and rationality, and the ability to makejudgements that support risk-taking are essential as an Outside Director. Once again, I will devote myutmost energies to dramatic new growth for Tsumura.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr. 1972
Jun. 2001
Apr. 2003

Joined Idemitsu Kosan Co., Ltd.
General Manager of Accounting Department, Idemitsu Kosan Co., Ltd.
Executive Officer, General Manager of Accounting Department, Idemitsu Kosan
Co., Ltd.
Jun. 2004
Managing Executive Officer, General Manager of Accounting Department,
Idemitsu Kosan Co., Ltd.
Jun. 2005
Managing Director, Idemitsu Kosan Co., Ltd.
Jun. 2010
Executive Vice President, Representative Director, Idemitsu Kosan Co., Ltd.
Jun. 2014
Outside Director, The Mie Bank, Ltd. (currently San ju San Bank, Ltd.)
Jun. 2015
Outside Director, TSUMURA & CO. (incumbent)
Apr. 2018
Outside Director (Audit and Supervisory Committee Member), The Mie Bank, Ltd.
(currently San ju San Bank, Ltd.)May 2021
Outside Director (Audit and Supervisory Committee Member), San ju San Bank,
Ltd. (incumbent) Tenure as an Outside Director
At the conclusion of this general meeting, Mr. Matsui will have served in the position for six (6)years.

 Number of theCompany’s
Shares Owned
4,100 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Material
relationshipwith in the
CompanyNone Reasons for the nomination as a candidate for Outside Director and overview of expected role
Mr. Kenichi Matsui has extensive experience and insight as a corporate manager developed over many years. He served
as an executive vice president and representative director at a petroleum-related company. In addition, at the Company,
he has fully performed his role, including making important management decisions and supervising the execution ofbusiness. As committee chairman of the Nomination/Remuneration Advisory Committee, he has led active discussions
on nomination and remuneration from an objective and neutral standpoint. Moreover, he leads the management of theOutside Directors’ Meeting as its chairman. Based on the above reasons, the Board of Directors has nominated him as a
candidate for Outside Director and expects that he will continue to fulfill the above role after being elected. It is alsoplanned to appoint him as committee chairman of the Nomination/Remuneration Advisory Committee again after hiselection.

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5

Hiroshi Miyake
Date of Birth(Age 71)

Current Position in the Company

Outside Director

August 4, 1949

Reelection Outside Independent
To our shareholders
The conditions that surround the Company are experiencing a period of change across diverse sectorsof the economy, environment, and society, and there are numerous challenges, including responding to
COVID-19 and utilizing new technologies. Based on the corporate vision to aim for of being a company
that contributes to people’s health through its “Kampo” business, the Company is working to solve thesechallenges and achieve its medium-term management plan.
The reinforcement of corporate governance is essential in order to achieve the plan and enhance
corporate value under changing conditions. As an Outside Director, I will devote my utmost energies toincreasing the effectiveness of the Board of Directors and meeting the expectations of shareholders byactively providing supervision, checks, and suggestions for the promotion of business.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr. 1973
Oct. 2000

Joined Mitsubishi Corporation
General Manager, Paper & Packaging Raw Materials Division, Mitsubishi
Corporation
Apr. 2001
Deputy Division COO, General Merchandise Division, Mitsubishi Corporation
Apr. 2003
Deputy General Manager, Kansai Branch, Mitsubishi Corporation
Apr. 2005
Senior Vice President, Mitsubishi Corporation
President, Mitsubishi International GmbH, and Deputy Regional CEO for Europe
May 2009
Advisor, Tokai Pulp & Paper Co., Ltd.
Jun. 2009Managing Executive Officer, Tokushu Tokai Holdings Co., Ltd.
Jun. 2010
Senior Managing Executive Officer, Tokushu Tokai Paper Co., Ltd.
Jun. 2014
Director, Executive Vice President, Tokushu Tokai Paper Co., Ltd.
Jun. 2015
Representative Director, Executive Vice President, Tokushu Tokai Paper Co., Ltd.
Jun. 2016
Advisor, Tokushu Tokai Paper Co., Ltd.
Oct. 2016
Advisor, Nippon Tokai Industrial Paper Supply Co., Ltd.
Jun. 2018
Outside Director, TSUMURA & CO. (incumbent) Tenure as an Outside Director
At the conclusion of this general meeting, Mr. Miyake will have served in the position for three (3)years.

 Number of theCompany’s
Shares Owned
1,500 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Material
relationshipwith in the
CompanyNone Reasons for the nomination as a candidate for Outside Director and overview of expected role
Mr. Hiroshi Miyake has extensive experience and insight as a corporate manager developed over many years andbusiness experience in and outside Japan. He served as a president of the local subsidiary of a general trading company
in Germany. In addition, at the Company, he has fully performed his role, including making important management
decisions and supervising the execution of business. At the Board of Directors and Nomination/Remuneration Advisory
Committee, he proactively makes statements and deepens discussions contributing to sound corporate management.
Based on the above reasons, the Board of Directors has nominated him as a candidate for Outside Director and expects
that he will continue to fulfill the above role after being elected. It is also planned to appoint him as a member of theNomination/Remuneration Advisory Committee again after his election.

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6

Tadashi Okada
Date of Birth(Age 65)

Current Position in the Company

Outside Director

May 1, 1956

Reelection Outside Independent
To our shareholders
COVID-19 is having a severe impact on the global economy and is also requiring a variety of changes
in the way we work, accelerating the speed of the shift to business activities that take full advantage of IT.
The Company has responded promptly to these changes as well as addressing the medium- to long-term
issues; namely, the further expansion of the Kampo market in Japan and the strengthening of the Chinese
business.
I will contribute to sustainable growth by utilizing my experience and insight gained in past years to
help with the initiatives on these issues. I will also continue working to strengthen the supervisory
functions of the Board of Directors.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr.
Apr.
Apr.
Apr.
Apr.

1979
2000
2003
2006
2007

Joined Komatsu Ltd.
General Manager of Business Development Department, Komatsu Ltd.
Vice President of Komatsu (China) Ltd.
General Manager of Corporate Communications Department, Komatsu Ltd.
Executive Officer, General Manager of Corporate Communications Department,
Komatsu Ltd.
Apr. 2008
Executive Officer, General Manager of Corporate Planning Division, Komatsu Ltd.
Feb. 2009
Executive Officer, Vice President of Industrial Machinery General Headquarters,
Komatsu Ltd.
Apr. 2011
Senior Executive Officer, President of Industrial Machinery Division, Komatsu Ltd.
Apr. 2014
Senior Executive Officer, Supervising Corporate Communications, CSR, General
Affairs, and Compliance, Komatsu Ltd.
Jun. 2017
Representative Director and Chairman of QUALICA Inc. (scheduled to retire inJune 2021)
Jun. 2020
Outside Director, TSUMURA & CO. (incumbent) Tenure as an Outside Director
At the conclusion of this general meeting, Mr. Okada will have served in the position for one (1) year.

 Number of theCompany’s
Shares Owned
100 Shares Status ofattendance to
Board ofDirectors
meeting:
14/14 (100%)
 Material
relationshipwith in the
CompanyNone Reasons for the nomination as a candidate for Outside Director and overview of expected role
Mr. Tadashi Okada has extensive experience and insight as a corporate manager developed over many years and businessexperience in and outside Japan. In China, he served as a vice president of the China business headquarters of aconstruction machinery company. In addition, at the Company, he has fully performed his role, including making
important management decisions and supervising the execution of business. At the Board of Directors andNomination/Remuneration Advisory Committee, he proactively makes statements and deepens discussions contributing
to the sustainable enhancement of corporate value. Based on the above reasons, the Board of Directors has nominatedhim as a candidate for Outside Director and expects that he will continue to fulfill the above role after being elected. It isalso planned to appoint him as a member of the Nomination/Remuneration Advisory Committee again after his election.
(Note 1)
(Note 2)
(Note 3)

The respective ages stated for each candidate are current as of June 29, 2021.
The status of attendance to the Board of Directors meeting stated for each candidate is based on data for fiscal
2021 (from April 1, 2020 to March 31, 2021).
For other notes regarding candidates, please refer to page 16.

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Proposal No. 3
Proposal No. 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this general meeting. Accordingly, the Company proposes to elect three (3)Directors who are Audit and Supervisory Committee Members.
Prior to this proposal, the Company has already obtained the consent of the Audit and Supervisory
Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.
1

2

3

Name

Current Position in the Company

Director (Full-time Audit andSupervisory Committee
Member)Outside Director (Audit and
Mitsutoshi Matsushita Supervisory Committee
Member)Outside Director (Audit andAkemi Mochizuki
Supervisory Committee
Member)Kimikazu Okochi- 11 -

Reelection

Reelection

OutsideIndependent

Reelection

OutsideIndependent

1

Kimikazu Okochi
Date of Birth(Age 62)

October 8, 1958

Current Position in the Company

Director (Full-time Audit andSupervisory Committee Member)

Reelection
To our shareholders
Corporate activities are facing a time of major changes triggered by the COVID-19 pandemic. In audit
activities too, we must conduct effective audits in what is called the new normal era when theconventional common sense does not always apply. Moreover, responsibilities such as role andexpectations of Audit and Supervisory Committee Members in corporate governance are becoming greater
while the functions required for Audit and Supervisory Committee Members are growing in quality andvolume.
In these circumstances, as an Audit and Supervisory Committee Member, I will strive to contribute to
Tsumura’s sound and sustainable growth and creation of corporate value over the medium to long term.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr.
Apr.
Apr.
Apr.
Jun.

1981
2010
2014
2017
2017

Joined the Company
Head of Accounting Department, TSUMURA & CO.
General Manager, Head of Accounting Department, TSUMURA & CO.
General Manager, Audit & Supervisory Board Office, TSUMURA & CO.
Director (Full-time Audit and Supervisory Committee Member), TSUMURA &CO. (incumbent)

 Number of theCompany’s
Shares Owned
6,100 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Status ofattendance to
the Audit andSupervisory
Committee:
18/18 (100%)
 Material
relationshipwith theCompanyNoneReasons for the nomination as a candidate for Director who is Audit and Supervisory Committee Member and overview
of expected role
Mr. Kimikazu Okochi has extensive business experience primarily in the fields of finance and accounting, including his
work experience in China as a member of the Company. Since he assumed the position of Director who is Audit andSupervisory Committee Member in 2017, he has appropriately supervised the execution of business of the Company as a
Full-time Audit and Supervisory Committee Member. The Board of Directors has judged that he appropriately executes
his duties in order to ensure the soundness and appropriateness of decision making associated with the Company’s
management as well as enhancing its transparency and has nominated him again as a candidate for Director who is Audit
and Supervisory Committee Member. The Board of Directors expects that he will continue to fulfill the above role after
being elected.

- 12 -

2

Mitsutoshi Matsushita
Date of Birth(Age 50)

October 3, 1970

Current Position in the Company

Outside Director (Audit andSupervisory Committee Member)

Reelection Outside Independent
To our shareholders
The environment surrounding the pharmaceutical industry has changed rapidly with the COVID-19
pandemic, and the construction of a new business model that is not restricted by conventional sales
activities is required.
On the other hand, there are rising expectations of Kampo therapies, and the role the Company must
play as the leading company in Kampo formulations has increased. Moreover, in the Chinese business,
activities aimed at building the business foundation are proceeding, including investment in the traditional
Chinese medical products business and the establishment of the Traditional Chinese Medicine ResearchCenter.
With a requirement for speedy management decisions in both the Japanese and Chinese businesses, I
will devote my utmost efforts to the creation of new value, utilizing my experience in engaging in
corporate legal affairs as an attorney at law.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr. 1997

Registered as an attorney at law
Joined Kajitani Law Offices (incumbent)
Jun. 2016
Outside Audit & Supervisory Board Member, PACIFIC SYSTEMSCORPORATION (incumbent)
Jun. 2017
Outside Director (Audit and Supervisory Committee Member), TSUMURA & CO.
(incumbent) Tenure as an Outside Director
At the conclusion of this general meeting, Mr. Matsushita will have served in the position for four(4) years.

 Number of theCompany’s
Shares Owned
1,300 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Status ofattendance to
the Audit andSupervisory
Committee:
18/18 (100%)
 Material
relationshipwith theCompanyNoneReasons for the nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member andoverview of expected role
Mr. Mitsutoshi Matsushita has extensive experience and excellent insights as an attorney at law that is well versed incorporate legal affairs, is involved in the company management and has sufficient knowledge to oversee management.
Other than serving as an outside director, he has never been involved with corporate management. However, at the Boardof Directors and Nomination/Remuneration Advisory Committee, he proactively makes statements and deepens
discussions contributing to the enhancement of corporate value from both the aspects of taking on challenges and risk
management. Based on the above reasons, the Board of Directors has judged that he appropriately executes his duties inorder to ensure the soundness and appropriateness of decision making associated with the Company’s management aswell as enhancing its transparency and has nominated him as a candidate for Outside Director who is Audit andSupervisory Committee Member. The Board of Directors expects that he will continue to fulfill the above role after
being elected. It is also planned to appoint him as a member of the Nomination/Remuneration Advisory Committee
again after his election.

- 13 -

3

Akemi Mochizuki
Date of Birth(Age 67)

June 10, 1954

Current Position in the Company

Outside Director (Audit andSupervisory Committee Member)

Reelection Outside Independent
To our shareholders
Due to the global COVID-19 pandemic, we are currently being challenged to base our lives on newvalues. Putting the dignity of people’s lives first under a corporate philosophy that states “The Best of
Nature and Science,” it is precisely in times such as these that Tsumura must address people’s health andmedical care even more profoundly to contribute to realizing a sustainable society. We recognize thatfurther challenges and progress are essential in addition to expanding the business in China.
In such an environment, I will devote my utmost efforts as an Outside Director so that Tsumura can
improve its governance more soundly, promote its business based on correct decision making, andcontribute to society in a consistent and sustainable way.
 Career summary, position and responsibility in the Company, and major positions held outside theCompany
Oct. 1984
Mar. 1988
Aug. 1996
Jun. 2001
Jul. 2018
Jul. 2018
Jun. 2019

Joined Aoyama Audit Corporation
Registered as a certified public accountant
Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC)
Partner, Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC)
Independent Director, Audit Committee Member, NSK Ltd. (incumbent)
Partner, AKAHOSHI AUDIT CORPORATION (incumbent)
Outside Director (Audit and Supervisory Committee Member), TSUMURA & CO.
(incumbent)
Aug. 2020
Audit & Supervisory Board Member (Part-time), SBI Nihon SSI Co., Ltd.
(incumbent)
Jun. 2021
Outside Corporate Auditor, Asahi Kasei Corp. (scheduled to assume the position)
 Tenure as an Outside Director
At the conclusion of this general meeting, Ms. Mochizuki will have served in the position for two (2)years.

 Number of theCompany’s
Shares Owned
600 Shares Status ofattendance to
Board ofDirectors
meeting:
18/18 (100%)
 Status ofattendance to
the Audit andSupervisory
Committee:
18/18 (100%)
 Material
relationshipwith theCompanyNoneReasons for the nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member andoverview of expected role
Ms. Akemi Mochizuki has extensive experience and excellent insights as a certified public accountant that is well versed
in finance and accounting, is involved in the company management and has sufficient knowledge to oversee
management. Other than serving as an outside director, she has never been involved with corporate management.
However, at the Board of Directors and Nomination/Remuneration Advisory Committee, she proactively makes
statements and deepens discussions from the perspective of group governance. Based on the above reasons, the Board of
Directors has judged that she appropriately executes her duties in order to ensure the soundness and appropriateness ofdecision making associated with the Company’s management as well as enhancing its transparency and has nominatedher as a candidate for Outside Director who is Audit and Supervisory Committee Member. The Board of Directors
expects that she will continue to fulfill the above role after being elected. It is also planned to appoint her as a member of
the Nomination/Remuneration Advisory Committee again after her election.

(Note 1)
(Note 2)
(Note 3)

The respective ages stated for each candidate are current as of June 29, 2021.
The status of attendance to the Board of Directors meeting and that to Audit and Supervisory Committee
meeting stated for each candidate are based on data for fiscal 2021 (from April 1, 2020 to March 31, 2021).
For other notes regarding candidates, please refer to page 16.

- 14 -

Proposal No. 4
Proposal No. 4: Election of One (1) Substitute Director who is Audit and Supervisory Committee Member
The effective term of substitute Director who is Audit and Supervisory Committee Member Ms. Seiko
Noda, who was elected at the 83rd Ordinary General Meeting of Shareholders held on June 27, 2019, will
expire at the beginning of this General Meeting of Shareholders. In preparation for lacking the number of
Directors who are Audit and Supervisory Committee Members stipulated by laws and regulations, theCompany proposes to elect one (1) substitute Director who is Audit and Supervisory Committee Member.
Note that the effectiveness of election of the substitute Director who is Audit and Supervisory Committee
Member may be rescinded by a resolution of the Board of Directors if the consent of the Audit andSupervisory Committee has been obtained, only before the assumption of office.
Prior to this proposal, the Company has already obtained the consent of the Audit and Supervisory
Committee.
The candidate for substitute Director who is Audit and Supervisory Committee Member is as follows:

Seiko Noda
Date of Birth(Age 57)
February 17, 1964

OutsideIndependent Career summary, position and responsibility in the Company, and major positions held outside theCompany
Apr. 1986
Apr. 1999
Jun. 2007
Jun. 2018


Joined The Awa Bank, Ltd.
Registered as an attorney at law
Joined NAGASAWA LAW OFFICES (incumbent)
Outside Audit & Supervisory Board Member, TSUMURA & CO.
Outside Director (Audit & Supervisory Committee Member), The Awa Bank, Ltd.
(incumbent)

 Number of theCompany’s
Shares Owned
2,700 Shares Material
relationshipwith theCompanyNone

Reasons for the nomination as a candidate for substitute Outside Director who is Audit and Supervisory Committee
Member and overview of expected role
Ms. Seiko Noda is well versed in corporate legal affairs as an attorney at law and has sufficient knowledge to oversee
corporate management. As Ms. Seiko Noda has served as Outside Audit & Supervisory Board Member of the Company
in the past, the Board of Directors has judged that she will appropriately execute her duties as an Outside Director who is
Audit and Supervisory Committee Member of the Company and nominated her as a candidate for substitute Outside
Director who is Audit and Supervisory Committee Member.

(Note 1)
(Note 2)

The age stated for the candidate is current as of June 29, 2021.
For other notes regarding candidates, please refer to page 16.

- 15 -

■ The candidate for Director
1. Independent officer
The Company has deemed that the candidate for Outside Director has a high degree of independence because he/shesatisfies the Company’s Standards for Determination of Independence of Outside Directors.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that the candidate has been appointed as anindependent officer as provided for in Article 436-2 of the Securities Listing Regulations of the aforementioned exchange.
2. Entering into a limited liability agreement
Pursuant to Article 427, paragraph 1 of the Companies Act and the Company’s Articles of Incorporation, the Company hasentered into an agreement with the candidate for Outside Director to limit his/her liability for damages arising fromneglecting his/her duties under Article 423, paragraph 1 of the Companies Act. The limit under the agreement is the amountprovided for by the applicable laws and regulations. If the candidate for Outside Director is reelected, the Company plansto renew the aforementioned limited liability agreement.
3. Entering into a directors and officers liability insurance policy
Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability
insurance policy with an insurance company. The policy covers losses, such as amount of indemnification and court costs,
incurred in cases where an insured receives claims for damages from shareholders, the Company, employees or third
parties during the insurance period arising from the performance of the Company’s duties of the insured. The insureds inthe policy are Directors, Executive Officers, and Officers, etc. of Group companies who has been seconded or dispatchedfrom the Company. The Company plans to renew the policy with each candidate on July 1, 2021, which is during theirterms of office.

■ The candidate for Director who is Audit and Supervisory Committee Member
1. Independent officer
The Company has deemed that the candidate for Outside Director who is Audit and Supervisory Committee Member hasa high degree of independence because he/she satisfies the Company’s Standards for Determination of Independence ofOutside Directors.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that the candidate has been appointed as anindependent officer as provided for in Article 436-2 of the Securities Listing Regulations of the aforementioned exchange.
2. Entering into a limited liability agreement
Pursuant to Article 427, paragraph 1 of the Companies Act and the Company’s Articles of Incorporation, the Company hasentered into an agreement with the candidate for Director who is Audit and Supervisory Committee Member to limit
his/her liability for damages arising from neglecting his/her duties under Article 423, paragraph 1 of the Companies Act.
The limit under the agreement is the amount provided for by the applicable laws and regulations. If the candidate for
Director who is Audit and Supervisory Committee Member is reelected, the Company plans to renew the aforementioned
limited liability agreement.
3. Entering into a directors and officers liability insurance policy
Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability
insurance policy with an insurance company. The policy covers losses, such as amount of indemnification and court costs,
incurred in cases where an insured receives claims for damages from shareholders, the Company, employees or third
parties during the insurance period arising from the performance of the Company’s duties of the insured. The insureds inthe policy are Directors, Executive Officers, and Officers, etc. of Group companies who has been seconded or dispatchedfrom the Company. The Company plans to renew the policy with each candidate on July 1, 2021, which is during theirterms of office.

■ The candidate for substitute Director who is Audit and Supervisory Committee Member
1. Independent officer
The Company has deemed that the candidate for substitute Director who is Audit and Supervisory Committee Member
has a high degree of independence because he/she satisfies the Company’s Standards for Determination of Independenceof Outside Directors. If the candidate assumes the position of Director who is Audit and Supervisory Committee Member,the Company plans to submit notification to Tokyo Stock Exchange, Inc. that the candidate has been appointed as anindependent officer.
2. Entering into a limited liability agreement
If the candidate for substitute Director who is Audit and Supervisory Committee Member assumes the position of Director
who is Audit and Supervisory Committee Member, the Company plans to enter into an agreement with the candidate
pursuant to Article 427, paragraph 1 of the Companies Act and the Company’s Articles of Incorporation to limit his/her
liability for damages arising from neglecting his/her duties under Article 423, paragraph 1 of the Companies Act. The limit
under the agreement is the amount provided for by the applicable laws and regulations.

- 16 -

3. Entering into a directors and officers liability insurance policy
Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability
insurance policy with an insurance company. The policy covers losses, such as amount of indemnification and court costs,
incurred in cases where an insured receives claims for damages from shareholders, the Company, employees or third
parties during the insurance period arising from the performance of the Company’s duties of the insured. The insureds inthe policy are Directors, Executive Officers, and Officers, etc. of Group companies who has been seconded or dispatchedfrom the Company. If the candidate assumes the position of Director who is Audit and Supervisory Committee Member,the Company plans to include the candidate as an insured under the policy.

- 17 -

(Reference)
Standards for Determination of Independence of Outside Directors
Of the Company’s Outside Directors, outside officers who do not fall under any of the following items shallbe determined to have independence.
1. Person who is or was in the past ten (10) years an Executive Director, Executive Officer (Shikkoyaku),
Executive Officer (Shikkoyakuin), Manager, General Manager, employee, etc. (hereinafter referred toas “executives”) of the Company or its consolidated subsidiaries
2. Person or executives of a legal entity holding, whether directly or indirectly, 10% or more of the total
number of voting rights of the Company
3. Party for whom the Company or its consolidated subsidiaries (*1) is a major business partner or
executives of such party*1. Party is defined as a “party for whom the Company or its consolidated subsidiaries is a major
business partner” if payment from the Company or its consolidated subsidiaries which such party
receives is 2% or more of its annual transaction value (non-consolidated) in the most recent fiscal
year, or if monetary finance from the Company or its consolidated subsidiaries which such party
is receiving is 2% or more of its consolidated total assets in the most recent fiscal year.
4. Major business partner of the Company or its consolidated subsidiaries (*2) or the executives of suchbusiness partner*2. Business partner is defined as a “major business partner of the Company or its consolidated
subsidiaries” if payment from such business partner which the Company or its consolidated
subsidiaries receives is 2% or more of its annual consolidated transaction value in the most recent
fiscal year, or if monetary finance from such business partner which the Company or its
consolidated subsidiaries is receiving is 2% or more of the Company’s consolidated total assets inthe most recent fiscal year.
5. Audit corporation that serves as Accounting Auditor of the Company or its consolidated subsidiaries,
or partners and others of the audit corporation
6. Consultant, attorney, certified public accountant and others who provide professional services andobtain monetary and other financial benefits exceeding a cumulative amount of ¥10 million in themost recent fiscal year from the Company, excluding officer compensation (if such financial benefits
are obtained by an organization including a legal entity and a partnership, etc. this shall apply to theperson belonging to such organization.)
7. Person or executives of a legal entity receiving donations, grants and others in the amount exceeding¥10 million from the Company or its consolidated subsidiaries in the most recent fiscal year
8. Person to whom items 2 through 7 apply during the past three (3) years
9. Person who is or was recently a spouse or within a second degree of consanguinity of executives in an
important position of the Company or its consolidated subsidiaries (hereinafter referred to as “close
relative”)
10. Close relative of a person to whom any of the items 2 through 7 apply (excluding people who are notin an important position)- 18 -

Adoption of New Corporate Governance System
The Tsumura Group formulates its long-term management visions and medium-term management plans in
response to social demand and changes in the operating environment, and initiates various measures toachieve them. Along with our value creation cycle, we have, in particular, pursued and evolved a system formaking appropriate and prompt decisions regarding corporate governance, the foundation of management.
We have established diversified and highly effective corporate governance systems in which decisions onimportant matters are not based solely on the understanding of inside directors. Rather, these decisions reflectvarious viewpoints, including those of Outside Directors, who currently account for more than half of theCompany’s Directors.
We will continue to strengthen corporate governance in order to achieve sustainable growth.

Fiscal year
President andRepresentative
Director

’03

’04

’05

’06

’07

Hachizaemon

’08

’09

’10

’11

’12

’13

’14

’15

Junichi Yoshii

KazamaOrganizational
Structure

’16

’17

’18

’19

’20

’21

Terukazu Kato

Company with Audit andCompany with Company Auditor(s)Supervisory Committee

CEO, COO, CFO
Number of Directors(of whom, Audit
and Supervisory
Committee
members)

10

Of whom, Outside
Directors0

Number of female
Directors

9

8

1

9

0

10

8

1

0

Number of Company
Auditors (of whom,
Outside Auditors)

Term of office of
Directors

11

6

9 (3)

3

5

1

2

1

4 (2)

0

1 year (director retirement age: President and Representative Director, 65;
2 years

Directors (excluding Outside Directors), 63)
Directors serving as Audit and Supervisory Committee members: 2 years
Nomination/

Advisory bodies tothe Board of Directors

Remuneration Advisory
Committee

Executive officer
systemExecutive officer system(Note) The above shows the system in place as of the end of fiscal 2021.

- 19 -

Executive officer system (Reviewed)

Diversity of Outside Directors

Overseasmanagement
experience

Name

Management
experience

Kenichi Matsui

Executive Vice
President,
Representative
Director, Idemitsu
Kosan Co., Ltd.

Hiroshi Miyake

Representative
Director, Executive
Vice President,
Tokushu Tokai Paper
Co., Ltd.

President, Mitsubishi
International GmbH
(Germany)

Tadashi Okada

Representative
Director andChairman of
QUALICA Inc.

Vice President of
Komatsu (China) Ltd.

Finance, accounting

Mitsutoshi
Matsushita(Audit andSupervisory
Committee Member)
Akemi Mochizuki(Audit andSupervisory
Committee Member)

Legal

GenderAttorney at law

Certified public
accountant

Female* This table presents the diversity of Outside Directors assuming the approval of Proposal No. 2 “Election ofSix (6) Directors (excluding Directors who are Audit and Supervisory Committee Members)” at this
General Meeting of Shareholders.
* This table presents the diversity of Outside Directors assuming the approval of Proposal No. 3 “Election ofThree (3) Directors who are Audit and Supervisory Committee Members” at this General Meeting of
Shareholders.

- 20 -

(Reference)
Corporate Governance of Tsumura
Basic Policy
The basic principles of Tsumura are encapsulated in its corporate philosophy of “The Best of Nature andScience” and in its corporate mission of “To contribute to the unparalleled medical therapeutic power of the
combination of Kampo medicine and Western medicine.” Guided by these principles, we adhere to a policyof implementing continuous improvements to corporate governance in order to realize ongoing growth andmedium-to-long-term increases in corporate value.
In June 2017, Tsumura transitioned from the Company with Company Auditor(s) system described in the
Companies Act of Japan to the Company with Audit and Supervisory Committee system. This move wasaimed at reinforcing the oversight and monitoring functions of the Board of Directors. Under this system,
Tsumura is working to enhance its management supervisory function and innovate its management structureby separating the supervisory function from the executive function and by appointing a majority of Outside
Directors to the Board of Directors. These measures are being implemented to continuously establish thesystems that will enable the Company to ensure the transparency, improve the efficiency, and maintain thesoundness of management.
Overview of Corporate Governance Systems(Note) The above shows the system in place as of the end of fiscal 2021.
The new system was established starting in fiscal 2022 and can be seen on the Company’s website.
Please see our Integrated Report for details of corporate governance.

- 21 -

Board of Directors
The Board of Directors makes important decisions to ensure sustainable growth and enhance corporate value
over the medium-to-long term. The Company aims to accelerate decision-making by separating businessexecution functions from the Board of Directors. At the same time, we are strengthening the supervisory
function of general management by appointing Outside Directors to comprise the majority of the Board of
Directors and appropriately reflecting their objective views from an independent perspective as experts withextensive experience.

<Main matters during the 85th fiscal year> Checking the progress of the third medium-term management plan; Monitoring and following-up the progress of the Chinese business;
 Checking the progress of large-scale investment deals;
 Formulating plan and reporting on the progress of developing human resources (candidate of nextgeneration management);
 Determining the direction of the new medium-term management plan; and Evaluating the effectiveness of the Board of Directors and establishing priority themes.

Nomination / Remuneration Advisory Committee
The Nomination/Remuneration Advisory Committee is a voluntarily established advisory body to the Boardof Directors. The committee is composed of a majority of Outside Directors who have also been designatedas independent directors as stipulated by the Tokyo Stock Exchange (including one Outside Director who isa member of the Audit and Supervisory Committee). These Outside Directors provide advice on mattersrelated to the nomination and remuneration of Directors and Executive Officers based on inquiries by the
Board of Directors and also submit reports to the Board of Directors on these subjects. The committee iscomposed of six (6) members, five (5) of whom, including the committee chairman, are Outside Directors
who have also been designated as the independent directors.

<Main matters during the 85th fiscal year> Proposal of election and dismissal of Directors to be submitted to the General Meeting of Shareholders; Draft proposals of election and dismissal of the Representative Director to be submitted to the Board of
Directors;
 Draft proposals of candidates for Executive Officers to be submitted to the Board of Directors;
 Polices for electing Directors and Executive Officers, election process; Draft proposals for individual remuneration to be paid to Directors and Executive Officers; and Policy including the composition of Directors’ remuneration, procedure for determining remuneration of
Directors, etc.

- 22 -

Audit and Supervisory Committee
The Audit and Supervisory Committee audits legality and adequacy of the execution of duties by Directors
by conducting systematic audits in cooperation with Internal Auditing Department, and the Audit andSupervisory Committee itself holds hearings on the status of business execution with Executive Officers,
attends meetings of the Executive Committee and other important meetings, exchanges information with
Directors and Auditors of the Company’s subsidiaries and monitors and verifies the establishment andimplementation of internal control systems, including those related to financial reporting.

<Main matters during the 85th fiscal year> Audit policy and plan; Reelection and remuneration of audit corporation;
 Details of matters to be submitted to the General Meeting of Shareholders; Preparation of audit report; and Status of the use of hotline, etc.

Outside Directors’ Meeting
The Outside Directors’ Meeting collects and shares the information necessary for management decisionmaking. At the same time, it acts as a venue for the exchange of opinions regarding the necessity of discussions
and other matters with the Board of Directors.

<Main matters during the 85th fiscal year> Advance explanation about matters to be discussed at the Board of Directors;
 Follow-up on the Board effectiveness evaluation;
 Briefing on Executive Committee matters; and Progress report of Chinese business.

(Note)

The above shows the system in place as of the end of fiscal 2021.

- 23 -