January 17, 2023
To whom it may concern,
Company Name: Nichi-Iko Pharmaceutical Co., Ltd.
Representative: Yuichi Tamura, President & CEO(Securities Code: 4541, TSE Prime Market)
Contact: Susumu Kanda, Executive Vice President,
President Office Director(Tel. 076-432-2121)
Notice Regarding Convocation of the Extraordinary General Meeting of Shareholders and Decision onAgenda Proposals, Capital Reduction, Appropriation of Surplus, Change in Representative Board
Member, and Officer Appointments
In the “Notice Regarding Setting the Record Date for Convocation of the Extraordinary General Meetingof Shareholders” dated November 14, 2022, the Company announced that an extraordinary general meetingof shareholders (the “EGM”) will be held with November 30, 2022 set as the record date. At the Board ofDirectors meeting held today, the date of the EGM and the agenda proposals were resolved as follows.
The Board of Directors resolution was made on the precondition that the ordinary shares of the Company(the “Company Shares”) will be delisted through certain procedures including the holding of the EGM.
Further, as notified in the “Notice Regarding Issuance of New Shares by Third-Party Allotment, Partial
Amendment of Articles of Incorporation, Share Consolidation, Abolition of Provisions on Share Units,
Reduction of Capital and Capital Reserve Amounts, Appropriation of Surplus, and Change in Parent
Company and Largest Shareholder (Major Shareholder)” dated November 14, 2022, the effectiveness of theshare consolidation is conditional upon the payment for the common shares of the Company (the “NewShares”) through a third-party allotment to Godo Kaisha JSD, which is managed and operated by J-Will
Partners Co., Ltd., with a total paid-in amount of JPY 20 billion (the “Third-Party Allotment”). The Companywill promptly disclose details of the issuance date of the New Shares for the Third-Party Allotment and thetimetable for the delisting of the Company Shares as they are decided.
I. Convocation of the EGM and Decision on Agenda Proposals
1. Regarding the date, time, and location of the EGM and the agenda proposals:(1) Date and Time: Friday, February 17, 2022 at 10:00 a.m. (Japan Standard Time)(2) Venue:
Tamura Building 1F, 1-5-24 Sogawa, Toyama-shi, Toyama, Japan(3) Proposes
Items to be resolved
Proposal 1:Issuance of shares for subscription through third-party allotment (1)Proposal 2:
Partial amendment of the Articles of Incorporation to increase the total number ofauthorized shares
Proposal 3:
Issuance of shares for subscription through third-party allotment (2)Proposal 4:
Reduction of amount of capital
Proposal 5:
Reduction of amount of capital reserves
Proposal 6:
Appropriation of surplus
Proposal 7:
Election of five persons as directors (excluding directors who are audit committeemembers)
Proposal 8:
Election of three persons as directors who are audit committee members
Proposal 9:
Share consolidation
Proposal 10:Partial amendment of the Articles of Incorporation relating to the abolition of shareunits provisions, etc.
1For details on each of the above proposals, please refer to “Notice Regarding Issuance of New Shares by
Third-Party Allotment, Partial Amendment of Articles of Incorporation, Share Consolidation, Abolition ofProvisions on Share Units, Reduction of Capital and Capital Reserve Amounts, Appropriation of Surplus, andChange in Parent Company and Largest Shareholder (Major Shareholder)” dated by the Company onNovember 14, 2022 and “II. Capital Reduction and Appropriation of Surplus” below.
II. Capital Reduction and Appropriation of Surplus
At the Board of Directors meeting held today, the details of the reduction in the amount of capital and capitalreserves (the “Capital Reduction”) and the details of the application of the other capital reserves that would
increase as a result of the Capital Reduction against the negative retained earnings carried forward (the“Appropriation of Surplus”) conditional upon the payment of the New Shares through the Third-Party Allotment
Capital Increase. were resolved as follows.
1. Purpose of Capital Reduction and Appropriation of Surplus
In order to quickly improve our financial condition and prepare for a flexible and agile capital policy, wehave decided to reduce the amount of capital and capital reserves and make a transfer to other capital surplus,
which constitutes a distributable amount.
The Company will also conduct an appropriation of surplus pursuant to Article 452 of the Companies Actand apply the increase in other capital surplus as a result of the Capital Reduction against the negative retained
earnings carried forward.
The Capital Reduction will be carried out conditional upon the payment for the New Shares.
2. Outline of Capital Reduction(1) Amount of capital to be reduced
The amount of capital after the Third-Party Allotment will be reduced by JPY 35,875,865,942 from JPY
35,975,865,942 to JPY 100,000,000 .
(2) Amount of capital reserves to be reduced
The amount of capital reserves after the Third-Party Allotment will be reduced by JPY 34,411,608,492
from JPY 34,511,608,492 to JPY 100,000,000 .
(3) Method of Capital Reduction
Pursuant to the provisions of Article 447(1) and Article 448(1) of the Companies Act, after the Capital
Reduction is carried out as described above, the respective amounts will be transferred to other capital surplus.
3. Outline of Appropriation of Surplus(1) Surplus item to be reduced and amount thereof
Other capital surplus: JPY 40,844,719,767(2) Surplus item to be increased and amount thereof
Retained earnings carried forward: JPY 40,844,719,767
4. Schedule
The outline of the schedule (scheduled) for the consolidation of shares (the “Share Consolidation”), theCapital Reduction, and the Disposition of Surplus if all of the New Shares for the Third-Party Allotment Capital
Increase have been issued around March is as follows.

2(1) If all the New Shares for the Third-Party Allotment are issued by March 9, 2023
Board of Directors resolution
January 17, 2023
EGM date
February 17, 2023
Final date for creditor objections
March 15, 2023 (scheduled)
Aroundearly-March2023
Date of issuance for the New Shares under the Third-Party Allotment(scheduled)
Date of Issuance for the New
Designation of common shares as securities to be delisted on the Tokyo
Shares by the Third-Party
Stock Exchange
Allotment
Last trading date for common shares on the Tokyo Stock Exchange
March 28, 2023 (scheduled)
Date of de-listing of common shares on the Tokyo Stock Exchange
March 29, 2023 (scheduled)
Effective date of Share Consolidation
March 31, 2023 (scheduled)
Effective date of Capital Reduction and Appropriation of Surplus
March 31, 2023 (scheduled)(2) If all the New Shares for the Third-Party Allotment are issued between March 10, 2023 and by March 31,2023
Board of Directors resolution
January 17, 2023
EGM date
February 17, 2023
Final date for creditor objections
March 15, 2023 (scheduled)
Around mid-to late-March 2023
Date of issuance for the New Shares under the Third-Party Allotment(scheduled)
Date of Issuance for the NewDesignation of common shares as securities to be delisted on the Tokyo
Shares under the Third-Party
Stock Exchange
Allotment
Last trading date for common shares on the Tokyo Stock Exchange
March 31, 2023 (scheduled)
Date of de-listing of common shares on the Tokyo Stock Exchange
April 19, 2023 (scheduled)
Effective date of Share Consolidation
April 20, 2023 (scheduled)
Effective date of Capital Reduction and Appropriation of Surplus
April 22, 2023 (scheduled)
5. Future Outlook
The Capital Reduction is a transfer treatment that transfers capital and capital reserves to the account ofother capital surplus within the net assets section of the balance sheet, and the Appropriation of Surplus is atransfer treatment that converts other capital surplus into retained earnings carried forward within the netassets section of the balance sheet, and neither of these create any change to the Company’s net assets or have
any impact on the Company's performance.
III. Change in Representative Board Member and Officer Appointments
At the Board of Directors Meeting held today, we made resolution regarding a change in Representative Board
Member and officer appointments as follows. The official decision with respect to these matters will be made atthe EGM and the subsequent Board of Directors meeting.
1. Change in Representative Board Member(1) Details of the change
NameNew position

Former position

Shingo Iwamoto

Representative Board Member,President & CEO-3

(2) Reasons for the change
Since Yuichi Tamura, the Representative Board Member, President & CEO of the Company, plans toresign as Representative Board Member, President & CEO as of the date of completion of payment for theThird-Party Allotment as described in the “Notice Regarding Change in Representative Board Member”
dated November 14, 2022, as his successor, Shingo Iwamoto is to be appointed as Representative Board
Member, President & CEO.
(3) Career summaries of new Representative Board Member
NameCareer summary

Number ofshares owned

Shingo Iwamoto(Born July 20, 1960)

Apr. 1983 Joined Yamanouchi Pharmaceutical (nowAstellas Pharma)
Oct. 2004 President and Representative Director,
Astellas Pharma Philippines
Oct. 2011 Group leader of Sales Strategy Dept,
Astellas Pharma
Apr. 2012 Group leader of Medical Affairs Dept,
Astellas Pharma
Apr. 2014 Head of Sales and Marketing Department,
Teva Seiyaku
May 2016 President and Representative Director,
Aspen Japan
Apr. 2020 President and Representative Director,
Sandoz Japan0 shares(4) Date of the change
Date of completion of payment for the Third-Party Allotment (scheduled)42. Officer appointments(1) Career summaries of newly appointed Board Members (excluding Board Members Who Are Audit andSupervisory Committee Members) (scheduled to assume office on the date of completion of payment for theThird-Party Allotment)
NameCareer summary

Shingo Iwamoto(Born Jul. 20, 1960)

Yasuhiro Chofuku(Born Dec. 8, 1954)

Takashi Shinmei(Born Feb. 27 1965)

Apr. 1983Pharma)
Oct. 2004
Philippines
Oct. 2011
Apr. 2012
Apr. 2014
May 2016
Apr. 2020

Joined Yamanouchi Pharmaceutical (now Astellas
President and Representative Director, Astellas Pharma
Group leader of Sales Strategy Dept, Astellas Pharma
Group leader of Medical Affairs Dept, Astellas Pharma
Head of Sales and Marketing Department, Teva Seiyaku
President and Representative Director, Aspen Japan
President and Representative Director, Sandoz Japan

Apr. 1977 Joined Sanseido (now MEDIPAL HOLDINGS)
Jul. 2004
Executive Officer, KURAYA SANSEIDO (nowMEDIPAL HOLDINGS)Jun. 2007 Director, Medicio Paltac Holdings (now MEDIPALHOLDINGS)
Oct. 2009 Director, MEDICEO
Jun. 2010 Managing Director, MEDICEO
Apr. 2012 Representative Director, President and CEO, MEDICEO
Jun. 2012 Head of Pharmaceutical Business, MEDIPALHOLDINGS (current post)
Jun. 2016 Senior Managing Director, MEDIPAL HOLDINGS
Jun. 2019 Director, Vice President, MEDIPAL HOLDINGS (currentpost)
Apr. 2022 Representative Director, Chairperson, MEDICEO
Apr. 1990
Feb. 2000
May 2003
Nov. 2006
Jul. 2012
Feb. 2014
Nov. 2020
Oct. 2022post)

Joined the Industrial Bank of Japan
Joined Goldman Sachs JapanJoined J Will Partners
Executive Director, Shinwa Bank
Director, J Will Partners
Director, J Will Corporation (current post)
Senior Advisor, J Will Asset Management (current post)
President and Representative Director, J X Wind (current5Name

Eiji Hasegawa(Born Jun. 11, 1974)

Career summary
Apr. 1997 Joined Chuo Audit Corporation (ChuoAoyama AuditCorporation)
Apr. 1999 Registered as certified public accountant
Mar. 2004 Joined J Will Partners
Apr. 2011 Partner, J Will Partners
Oct. 2022 Director, J Will Partners (current post)

Apr. 2002
Nov. 2013
Shigetoshi Ebihara(Born Nov. 21, 1979) Jan. 2021
Jun. 2021

Joined Keyence
Joined Frontier Management
J Will Asset Management (current post)
Outside Director, ND Software (current post)(2) Career summaries of newly appointed Board Members Who Are Audit and Supervisory Committee
Members (scheduled to assume office on the date of completion of payment for the Third-Party Allotment
Capital)NameCareer summary

Makoto Shiragami(Born Oct. 16, 1951)

Apr. 1977 Joined the Ministry of Health and Welfare
Apr. 1984 Seconded to World Health Organization (WHO) Western
Pacific Region Office (Manilla, Philippines)
Apr. 1985 Seconded to WHO Headquarters (Geneva, Switzerland)
Jul. 1999
Head of Reliability Studies Dept., Organization forAdverse Drug Reaction Relief and R&D Promotion
Mar. 2001 Resigned from the Ministry of Health, Labour andWelfare
Apr. 2001 Professor, School of Pharmacy, Nihon University
Apr. 2017 Professor, Faculty of Pharmaceutical Science, Teikyo
Heisei University
Apr. 2020 Joined Nobelpharma
Jul. 2021
Executive Officer, Head of Compliance Division,
Nobelpharma (current post)
Nov. 2022 Professor Emeritus, Nihon University (current post)

Yoshihito Ofuji(Born Aug. 28, 1967)

Apr. 1990 Joined Takeda Pharmaceutical Company
Dec. 2019 Joined Nihon Pharmaceutical
Apr. 2021 Director and Head of Accounting Dept., Nihon
PharmaceuticalOct. 2022 Joined MEDIPAL HOLDINGS
Oct. 2022 Deputy Head of Finance and Accounting Dept.
MEDIPAL HOLDINGS (current post)

6

Keisuke Enomoto(Born Dec. 16, 1987)

Apr. 2011 Joined KPMG Azsa LLC
Sep. 2015 Registered as certified public accountant
Oct. 2015 Joined J Will Partners
Nov. 2022 Representative, Enomoto Certified Public Accountants(current post)
Nov. 2022 Representative Director, suct Advisory (current post)(3) Board Member appointments after completion of payment for the Third-Party Allotment (scheduled)
Name
Position
Significant Concurrent Positions
ShingoIwamotoRepresentative Board Member,-President & CEOYasuhiro
Chofuku

Chairperson and Outside Director

Vice-President and Director,
MEDIPAL HOLDINGS
Chairperson and Representative
Director, MEDIPAL HOLDINGS

Osamu Mihara

Director and Executive Operating
Officer-

Hirotoshi
NaruseDirector and Executive Vice President-Shuji Ishida

Director and Executive Vice President-Susumu Kanda

Director and Executive Vice President-Takashi
Shinmei

Independent Outside Director

Eiji Hasegawa

Independent Outside Director

Director, J Will Corporation
President and RepresentativeDirector, J X WindDirector, J Will Partners

Shigetoshi
EbiharaIndependent Outside Director

J Will Asset Management
Outside Director, ND Software

7NameMakotoShiragami

PositionIndependent Outside Director, Audit
Committee Member

Yoshihito Ofuji

Independent Outside Director, Audit
Committee Member

Keisuke
EnomotoIndependent Outside Director, Audit
Committee Member

Significant Concurrent Positions
Executive Officer, Head ofCompliance Division, Nobelpharma(current post)
Professor Emeritus, Nihon
University (current post)
Representative Manager,
Pharmacoeconomics ResearchSociety
Trustee, Public IncorporatedFoundation, the Health Care ScienceInstituteCommittee Head of the Manager
Training Committee The Japan
Home-Health Apparatus Industrial
AssociationCouncilor, OTC Self-Medication
Promotion Foundation
Deputy Head of Finance andAccounting Dept., MEDIPALHOLDINGS
Representative, Enomoto Certified
Public Accountants
Representative Director, suctAdvisory(4) Resigning Board Members (scheduled to retire on the date of completion of payment for the Third-PartyAllotment)
Name
Position
Yuichi Tamura

Representative Board Member,President & CEO

Hajime Imamura

Independent Outside Director

Kyoko Tanebe

Independent Outside Director

Noboru Inasaka

Director and Audit Committee MemberHitoshi Hori

Independent Outside Director and Audit Committee Member

Kou Sato

Independent Outside Director and Audit Committee Member

End of document8