[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 4549
June 6, 2024
(Commencement date of electronic provision measures: May 31, 2024)
To Shareholders:
Tsugunori Notomi
President & CEO
EIKEN CHEMICAL CO., LTD.
19-9, Taito 4-chome, Taito-ku, Tokyo 110-8408, JapanNOTICE OF CONVOCATION OF
THE 86th GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
You will be notified of the 86th General Meeting of Shareholders of EIKEN CHEMICAL CO.,LTD. (“the Company”) to be held as described hereunder.
In convening this year’s General Meeting of Shareholders, the Company has taken electronic
provision measures and posted the matters subject to electronic provision measures as “NOTICEOF CONVOCATION OF THE 86th GENERAL MEETING OF SHAREHOLDERS” on thefollowing website:
Company website:
https://www.eiken.co.jp/en/
In addition to the above, the matters subject to electronic provision measures have also beenposted on the following website:
Tokyo Stock Exchange’s website:(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please access the above website, enter and search for the Company name or securities code, andselect “Basic Information” then “Documents for public inspection/PR information” to view.
Instead of attending the meeting in person, you may exercise your voting rights either via
the Internet or in writing. Please examine the Reference Documents for the General Meetingof Shareholders included in the matters subject to electronic provision measures, review the“Instructions for the Exercise of Voting Rights” on pages 3 to 4 and exercise your voting
rights by 5:30 p.m. on Monday, June 24, 2024 (Japan Standard Time.)-1 -[Translation]

Meeting Details
1. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. (Japan Standard Time)(The reception desk will open at 9:00 a.m.(Japan Standard Time))

2. Venue:

2nd Floor, Rooms D + E, Bellesalle Yaesu, Yaesu First Financial
Building, 3-7, 1-chome Yaesu, Chuo-ku Tokyo, Japan

3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements, and Audit Reports for
Consolidated Financial Statements by the Accounting Auditor and the Audit
Committee, for the 86th fiscal year (from April 1, 2023 to March 31, 2024)
2. Non-consolidated Financial Statements for the 86th fiscal year (from April 1, 2023
to March 31, 2024)
Item to be resolved:
Proposal

Election of eight (8) Directors

4. Instructions for the Exercise of Voting Rights:
Please review the “Instructions for the Exercise of Voting Rights” on pages 3 to 4.
1.

You are kindly requested to present the enclosed Voting Form to the receptionist when you attend the Meeting.

2.

Pursuant to laws and regulations as well as Article 16 of the Company’s Articles of Incorporation, the paper
copy sent to shareholders who have requested document delivery does not include the following items.
Therefore, the paper copy is a portion of the documents audited by Audit Committee and the Accounting
Auditor in the preparation of audit reports.
•
Status of Share Acquisition Rights, System to Ensure the Appropriateness of Business Activities andOperating Status of the System, Notes to Consolidated Financial Statements, and Notes to Nonconsolidated Financial Statements

3.

If any changes have been made to the matters subject to electronic provision measures, the changes will be
posted on each website mentioned earlier.

Information Regarding Questions in Advance
Period for reception: 9:00 a.m. on Friday, May 31, 2024 to 5:00 p.m. on Monday, June 17, 2024
(Japan Standard Time)
Method for reception: https://q.srdb.jp/4549/
We will be accepting questions in advance for this General Meeting of Shareholders until 5:00 p.m.
on Monday, June 17, 2024 (Japan Standard Time.)
Questions will be limited to matters related to the purpose of the General Meeting of Shareholders.
We plan to discuss matters of high interest to shareholders at the meeting. Please note that we areunable to respond to individual inquiries.
If you have any questions, please send them via the website above.
* You will need to enter your shareholder number. Please have your Voting Form handy.

-2 -[Translation]

Instructions for the Exercise of Voting Rights
Exercise of voting rights at the General Meeting of Shareholders is shareholders’ importantright.
Please by all means exercise your voting rights after examining the Reference Documents for
the General Meeting of Shareholders included in the materials subject to electronic provision
measures.
There are three methods to exercise your voting rights as indicated below.
Please present the enclosed Voting Form to thereceptionist when you attend the Meeting.

A. Attend the Meeting

B.

Exercise the voting rights
in writing (by mail)

Date and time of the General Meeting of
Shareholders:
On Tuesday, June 25, 2024, at 10:00 a.m.
(Japan Standard Time)
Please indicate whether you are for or against the
proposal on the enclosed Voting Form, and returnthe form to us. If you do not indicate whether you
are for or against the proposal on the Voting Form,it will be treated as if you have indicated you arefor the proposal.
Exercise due date:
To be returned to us no later than 5:30 p.m.,on Monday, June 24, 2024
(Japan Standard Time)C.

Exercise the voting rights
via the Internet, etc.

Please indicate whether you are for or against the
proposals following the instructions on the next
page.
Exercise due date:No later than 5:30 p.m.,on Monday, June 24, 2024
(Japan Standard Time)

Guide to filling in the Voting Form
Please indicate for or against about each proposal.

Proposals⚫

When you are for all of the proposed candidates
Mark ○ in the “for” box⚫

When you are against all of the proposed candidates
Mark ○ in the “against” box⚫

When you are against certain candidates
Mark ○ in the “for” box, and also write the candidate number for each candidate you areagainst inside the parentheses

Please note that your voting via the Internet shall prevail, if you exercise your voting rights both in writing (by mail)and via the Internet. If you exercise your voting rights more than once via the Internet, only the last vote shall bedeemed effective.

-3 -[Translation]

Instructions for the Exercise of Voting Rights via the Internet, etc.
Log in via two-dimensional barcode
It is possible to log in to the voting website without entering the “Code for Exercise of Voting
Rights” and the “temporary password” described on the Voting Form.
1. Scan the two-dimensional barcode of the Voting Form.
* “Two-dimensional barcode” is a registered trademark of DENSO WAVE INCORPORATED.

2. Then, please indicate whether you are for or against each of the proposals following thedirections on the website.
Log in with your Code for Exercise of Voting Rights and temporary password
Voting website
https://evote.tr.mufg.jp/ (in Japanese only)
1. Access the voting website.
2. Enter the “Code for Exercise of Voting Rights” and “temporary password” described on the
Voting Form, and click.
3. Then, please indicate whether you are for or against each of the proposals following thedirections on the website.

If you have any inquiries about how to
exercise your voting rights via the Internet
using a PC or smartphone, please contact“Help Desk” shown on the right.

Help Desk, Stock Transfer Agency,
Mitsubishi UFJ Trust and Banking Corporation

Phone: 0120-173-027(9:00 to 21:00; toll free within Japan)

To Institutional Investors
The Electronic Voting Platform for institutional investors operated by ICJ, Inc. is available-4 -[Translation]

Reference Documents for the General Meeting of Shareholders<Reference>[Standards for Nomination of Directors]
In selecting candidates for Directors, the Nominating Committee shall nominate candidates
appropriate for Directors of the Company from among persons satisfying all of the following
requirements and determine proposals for election of Directors to be submitted to the General
Meeting of Shareholders.

(1) Having an excellent sense of corporate management and profound insight into various
managerial issues(2) Having high ethical standards and law-abiding spirit(3) Having an excellent personality and sound mind and body(4) As for Outside Directors, playing a leading role in the field of corporate management, law,accounting, medicine, administration, consulting, education, etc., and having abundant
experience and professional knowledge as well as satisfying the requirements of the
independence established by the Company-5 -[Translation][Standards for the Independence of Outside Directors]
In order for the Outside Directors of the Company to be recognized as independent, they should
not fall under any of the following categories.
1． Any person who does not fall under legal stipulations
2.

Any person whose major business partner is the Company (any person who received apayment from the Company an amount 2% or more of the person’s annual consolidated
sales for the most recent business year, or 100 million yen a year, whichever is greater)3.

Any person who is a major business partner of the Company (any person who paid theCompany an amount equivalent to 2% or more of the Company’s annual consolidated sales
for the most recent business year, or any person who provided the Company with a loan of
an amount equivalent to 2% or more of the Company’s consolidated total assets for thebusiness year)

4.

Any consultant, accounting expert such as certified public accountant, legal expert such as
attorney-at-law, or other expert who receives money or other assets exceeding a certain
amount (Note 1) from the Company, in addition to his or her Compensation as a Director

5.

Any person who receives donations or subsidies exceeding a certain amount (Note 1) fromthe Company

6.

Major shareholders of the Company (who hold 10% or more of the total number of voting
rights of the Company directly or indirectly)

7.

Any person who belongs to an auditing firm who conducts audit of the Company

8.

If a business executive (Note 2) of the Company currently holds or held a position as
Outside Director at another company, any person who is a business executive (Note 2) ofthat company

9.

If a person falling under one of the categories listed in the above items 2 through 6 is a
corporation, association or other organization, any person who is a business executive(Note 2) of that corporation, association or other organization

10. Any person falling under one of the categories listed in the above items 2 through 9 in thepast 3 years
11. If a person falling under one of the categories listed in the above items 2 through 10 is an
important person (Note 3), that person’s spouse or family within the second degree ofkinship
Notes:

1:
2:

3:

Where it reads “certain amount,” this means “10 million yen a year.”
Where it reads “business executive,” this means “Director (excluding Outside Director),
Executive Officer, Operating Officer, employees who execute the Company’s business,
Associate Director (excluding Outside Associate Director), and other similar managerial
staff and employees, etc. who performs job duties.”
Where it reads “important person,” this means “Director, Executive Officer, Operating
Officer, and other important employee.”-6 -[Translation]

Proposal

Election of eight (8) Directors

The terms of office of all currently serving Directors will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the Company requests the election of eight (8)Directors, based on the decision made by the Nominating Committee.
In selecting candidates for Directors, the Nominating Committee has determined that each of thecandidates satisfies all requirements listed in “Standards for Nomination of Directors”(including “Standards for the Independence of Outside Directors” for Outside Directors)
separately provided by the Nominating Committee and has qualities suitable as candidate for
Director. For details of “Standards for Nomination of Directors” and “Standards for the
Independence of Outside Directors,” please see pages 5 to 6. To further enhance functions foroverseeing and supervising business executions and increase effectiveness of such functions, theCompany has set the number of Outside Directors at more than half of the total number of
Directors.
The candidates for Directors to be elected are as follows:

No.

Areas of
Responsibilities in
the Company

Corporate
management

Globalbusiness

Re-election

Chairman and Director
Member of Audit
Committee●●

Re-election

President and CEO
Member of Nominating
Committee
Member of Compensation
Committee

●

●

Name

1

Morifumi
Wada

2

Tsugunori
Notomi3

HajimeWatariRe-election

Senior Vice President andExecutive Officer
General Manager,
Business Management
Division

4

YukiyaHakozakiRe-election
OutsideIndependent

Member of Nominating
Committee

5

Kiyoshi
Ishii

Re-election
OutsideIndependent

Chairman of Nominating
Committee
Member of Compensation
Committee

6

KiyomiNakamura

Re-election
OutsideIndependent

Chairman of Audit
Committee

7

Akira
Fujiyoshi

Re-election
OutsideIndependent

Chairman ofCompensation Committee
Member of Audit
Committee

8

Naoki
MatsutakeRe-election
OutsideIndependent

Member of Audit
Committee

Technology/
Innovation

Production/
SCM

Finance/
Accounting

Law/Riskmanagement

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

*1 The director skill matrix indicates the specialization, experience, etc. expected of each director.
*2 In addition to providing specialization, experience and so forth, all directors are expected to manage
with focus on sustainability.
Re-election:
Candidate for Director to be re-elected
Outside:Candidate for Outside Director

Independent:

Independent officer defined by the stock exchange

-7 -

●

[Translation]No.

1Re-election

Morifumi Wada

Date of birth
October 8,
1954

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

2,982 shares
13 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
March 1978
April 2005

Joined the Company
General Manager, Production Planning & Control Division, Production Division,and General Manager, Procurement Department of the Company
Executive Officer of the Company
General Manager, Nogi Plant, Production Division of the Company
General Manager, Togane Plant, Production Division of the Company
Vice President and Executive Officer of the Company
Director of the Company
General Manager, Sales Division of the Company
President and CEO of the Company
Chairman and CEO of the Company
Chairman and Director of the Company (to present)
Outside Director of ORGANO CORPORATION (to present)

June 2006
April 2007
May 2007
April 2011
June 2011
April 2012
June 2014
June 2021
June 2022
June 2023(Responsibility)
Member of Audit Committee

Important concurrent positions—

Reasons for nomination as candidate for Director:

Mr. Morifumi Wada is responsible for the management of the Company for many years and working on
improving corporate value as Director. The Company has selected him for continuing as a candidate fora Director of the Company with the expectation that he will utilize his broad experience to supervise
business execution by executive officers and perform the duties of making appropriate decisions.

-8 -[Translation]No.

2Re-election

Tsugunori Notomi

Date of birth
May 7, 1958

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

6,615 shares
6 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
April 1981
May 2001
October 2005
April 2009
April 2009
April 2011
April 2018
June 2018
April 2020

Joined the Company
General Manager, DUG Unit Technology Development Department of theCompany
Deputy General Manager, Biochemical Research Laboratory, R&D Division of theCompany
General Manager, Biochemical Research Laboratory, R&D Division of theCompany
Executive Officer of the Company
General Manager, Biochemical Research Laboratory-II, R&D Division of theCompany
General Manager, R&D Division of the Company
Director of the Company (to present)
Vice President and Executive Officer of the Company
General Manager, R&D Division, and General Manager, Production Division of
the Company
Senior Vice President and Executive Officer of the Company
General Manager, R&D Division of the Company
President and CEO of the Company (to present)

June 2020
April 2021
June 2021(Responsibility)
Member of Nominating Committee
Member of Compensation Committee

Important concurrent positions—

Reasons for nomination as candidate for Director:

Mr. Tsugunori Notomi is responsible for the management of the Company and working on improving
corporate value as Director concurrently serving as President and CEO. The Company has selected him
for continuing as a candidate for a Director of the Company with the expectation that he will strongly
promote the “EIKEN ROAD MAP 2030” and the new medium-term management plan and adequately
perform the duties of making key management decisions and supervising business execution by the Boardof Directors as Director concurrently serving as President and CEO.

-9 -

[Translation]No.

3

Re-election

Hajime Watari

Date of birth
October 17,
1960

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

10,214 shares
4 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
March 1985
April 2013
June 2014
April 2015
April 2016
April 2020
June 2020
June 2020
June 2021
April 2022
November 2023

Joined the Company
General Manager, Strategic Planning & Business Development Department,
Corporate Strategy Office of the Company
General Manager, Overseas Sales Office, Sales Division of the Company
Executive Officer of the Company
General Manager, Global Sales & Business Development Division of the Company
General Manager, Business Management Division, and General Manager, Global
Business Division of the Company
Director of the Company (to present)
Vice President and Executive Officer of the Company
Senior Vice President and Executive Officer of the Company (to present)
General Manager, Business Management Division (to present)
Director, EIKEN MEDICAL AMERICA INC. (to present)

Important concurrent positions—

Reasons for nomination as candidate for Director:

Mr. Hajime Watari has extensive knowledge and a high level of insight based on his broad experience
in research and development, management strategy, and overseas business. The Company has selected
him for continuing as a candidate for a Director of the Company with the expectation that he will performthe duties of making key management decisions and supervising business execution as Director
concurrently serving as Senior Vice President and Executive Officer.

- 10 -

[Translation]

No.

4

Re-election
OutsideIndependent

Date of birth
October 17,
1954

Yukiya Hakozaki

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

0 shares
9 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
June 1983
August 1987
October 1997
August 2000
August 2004
December 2006
October 2014
November 2014
June 2015
April 2017
April 2021

Japan Self Defense Forces Fuji Hospital
Medical Director Gastroenterological Medicine, Japan Self Defense Forces Central
Hospital
Section Chief, Research and Examination Department, General Manager,
Endoscope Office, Japan Self Defense Forces Central Hospital
Director, First Section, Department of Internal Medicine and Chief of Health Care
Center, JSDF Hanshin Hospital
Medical officer, Overseeing and Directing Department, JGSDF Western Army
Head, Internal Medicine, First Section, Self Defense Forces Central Hospital(Medical treatment secretary)
RetiredPresident, Genkikai-Yokohama Hospital (Medical Corporation)
Outside Director of the Company (to present)
Visiting Professor, Tokyo Metropolitan University (to present)
Advisor, Medical corporation Reiju medock General Examination Clinic
Chairman, IEMS-Japan (to present)

June 2022(Responsibility)
Member of Nominating Committee

Important concurrent positions
Visiting Professor, Tokyo Metropolitan University
Chairman, IEMS-Japan

Reasons for nomination as candidate for Outside Director and overview of expected roles:

Mr. Yukiya Hakozaki is a medical doctor. Although he has not been involved in company management
by means other than serving as Outside Director, he has actively provided advice and opinions about
management from an independent and objective standpoint at the Company’s Board of Directors’
meetings, utilizing his professional knowledge, experience and profound insight as a medical doctor
gained through his career. Further, he has contributed to active discussions at the Nominating Committeeby actively expressing his opinions in the process of appointing Directors and CEO. The Company has
selected him as a candidate for Outside Director again with the expectation that he will oversee andsupervise the management of the Company utilizing his extensive knowledge and achievements as above.

- 11 -

[Translation]

No.

5

Re-election
OutsideIndependent

Kiyoshi Ishii

Date of birth
October 24,
1952

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

0 shares
5 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
April 1977

Joined Ishikawajima-Harima Heavy Industries Co., Ltd. (currently IHI
Corporation)

April 2005

Associate Director, Division Director, Defense System Business Division, AeroEngine & Space Business Headquarters, Ishikawajima-Harima Heavy Industries,
Co., Ltd.
Executive Officer, Vice President, Aero Engine & Space Business Headquarters,
and Division Director, Defense System Business Division, Ishikawajima-Harima
Heavy Industries Co., Ltd.
Senior Managing Director, Ai Eichi Ai AEROSPACE Co., Ltd. (currently IHI
AEROSPACE Co., Ltd.)
President, Ai Eichi Ai AEROSPACE Co., Ltd.
Chairman, IHI AEROSPACE Co., Ltd. (part-time)
President, and Chief Executive Officer, MEISEI ELECTRIC CO., LTD.
Director, IHI AEROSPACE Co., Ltd. (part-time)
Advisor, MEISEI ELECTRIC CO., LTD.
Advisor, IHI Corporation
Outside Director of the Company (to present)
Outside Director, Kyowa Seiki Co., Ltd. (to present)

April 2007

April 2008

June 2008
June 2012
June 2012
June 2013
June 2016
July 2018
June 2019
February 2020
(Responsibility)
Chairman of Nominating Committee
Member of Compensation Committee

Important concurrent positions
Outside Director, Kyowa Seiki Co., Ltd.

Reasons for nomination as candidate for Outside Director and overview of expectedroles:

Mr. Kiyoshi Ishii has been engaged in corporate management for many years in the aerospace businessand has abundant experience and extensive knowledge in corporate management in such business. He
has actively provided advice and opinions at the Company’s Board of Directors’ meetings about
management from an independent and objective standpoint based on his profound insight in corporate
management gained through his career. Further, he has made a significant contribution to strengthening
the management and personnel functions as Chairman of the Nominating Committee by giving advice asnecessary about a decision on executive appointment that has transparency, fairness and rationality as
well as discussions on operation policies of the Nominating Committee with the focus on succession
plans, etc. He has made a substantial contribution to strengthening the management and personnel
functions as a member of the Compensation Committee by giving advice as necessary at discussions
about specific Compensation amounts, revisions of the executive Compensation system, etc. The
Company has selected him as a candidate for Outside Director again with the expectation that he willoversee and supervise the management of the Company utilizing his extensive knowledge andachievements as above.

- 12 -

[Translation]

No.

6

Re-election
OutsideIndependent

Kiyomi Nakamura

Date of birth
October 31,
1968

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

0 shares
5 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
April 1998
April 1998

Registered as attorney-at-law
Joined Takao Ono Law Office (currently ONO SOGO LEGAL PROFESSIONCORPORATION)
Partner, Akitoshi Ishimoto Law OfficeOutside Director of the Company (to present)
Outside Director, Nippon Beet Sugar Manufacturing Co., Ltd. (to present)
Partner, HORIZON LAW OFFICE (to present)

January 2008
June 2019
June 2020
May 2022(Responsibility)
Chairman of Audit Committee

Important concurrent positions
Attorney-at-law (Partner at HORIZON LAW OFFICE)
Outside Director, Nippon Beet Sugar Manufacturing Co., Ltd.

Reasons for nomination as candidate for Outside Director and overview of expectedroles:
Ms. Kiyomi Nakamura is an attorney-at-law. Although she has not been involved in company
management by means other than serving as Outside Director, she has provided advice at the Company’s
Board of Directors’ meetings about management from an independent and objective standpoint based onher abundant experience and extensive knowledge related to the legal profession gained through her
career, and has contributed to the enhancement of the Company’s corporate governance. Further, she has
made a substantial contribution to the maintenance and strengthening of audit functions by auditing thebusiness execution of Directors and Executive Officers at a company with a nominating committee, etc.
as Chairman of the Audit Committee as well as having discussions at the Audit Committee about mattersreferred to the Board of Directors and matters determined to need monitoring by the Audit Committee
from the viewpoint of legality and validity. The Company has selected her as a candidate for Outside
Director again with the expectation that she will oversee and supervise the management of the Company
utilizing her extensive knowledge and achievements as above.
As a female attorney, she is also deeply knowledgeable about gender issues and diversity, and she wasVice Chairperson of the Sex Equality Commission of the Tokyo Bar Association from 2017 until March
2021 and has been active as a member of the said commission since April 2021.

- 13 -

[Translation]

No.

7

Re-election
OutsideIndependent

Akira Fujiyoshi

Date of birth
March 19,1954

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

0 shares
4 years
15 of 15

Career Summary, positions and areas of responsibilities in the Company
April 1976
August 1988
April 1997
April 2000
July 2003
June 2006
June 2009
June 2014
March 2017
October 2019
June 2020

Joined Eisai Co., Ltd. (R&D)
Seconded to Eisai America, Inc., U.S. subsidiary of Eisai Co., Ltd.
Seconded to Eisai Research Institute of Boston Inc., U.S. subsidiary of Eisai Co.,
Ltd.
General Manager, Planning Group, Research and Development Planning
Department of Eisai Co., Ltd.
General Manager, IR Group, Public Relations Department of Eisai Co., Ltd.
Corporate Officer in charge of Corporate Communications and IR of Eisai Co., Ltd.
Director, Member of the Audit Committee of Eisai Co., Ltd.
Adviser of Eisai Co., Ltd.
Independent Director, SEMBA CORPORATION
External Auditor & Supervisor, Heartseed Inc. (to present)
Outside Director of the Company (to present)(Responsibility)
Chairman of Compensation Committee
Member of Audit Committee

Important concurrent positions
External Auditor & Supervisor, Heartseed Inc.

Reasons for nomination as candidate for Outside Director and overview of expectedroles:Mr. Akira Fujiyoshi has been engaged in research and development, overseas business, IR, and otheractivities at a major pharmaceutical company for many years and has abundant experience and extensive
knowledge in corporate management in such business. He has actively provided advice and opinions at
the Company’s Board of Directors’ meetings about management from an independent and objective
standpoint based on his profound insight in corporate management and the pharmaceutical industry
gained through his career. Further, as Chairman of the Compensation Committee, he has made asignificant contribution to strengthening the management and personnel functions by giving advice asnecessary at discussions about specific Compensation amounts, revisions of the executive Compensation
system, etc. He has made a substantial contribution to the maintenance and strengthening of audit
functions by auditing the business execution of Directors and Executive Officers at a company with anominating committee, etc. as a member of the Audit Committee as well as having discussions at the
Audit Committee about matters referred to the Board of Directors, matters determined to need monitoringby the Audit Committee, etc. from the viewpoint of legality and validity. The Company has selected him
as a candidate for Outside Director again with the expectation that he will oversee and supervise themanagement of the Company utilizing his extensive knowledge and achievements as above.

- 14 -

[Translation]No.

8

Re-election
OutsideIndependent

Naoki Matsutake

Date of birthJune 30, 1958

Number of Shares in the Company
Owned
Years served as Director
Attendance of Board of Directors’Meetings

0 shares
1 year11 of 11

Career Summary, positions and areas of responsibilities in the Company
April 1987
Registered as Certified Public Accountant
March 1993
Representative Director, Kazu Corporation Co., Ltd. (to present)
June 2003
Corporate Auditor, BP Castrol K.K.
March 2016
Outside Director (Audit and Supervisory Committee Member), BP Castrol K.K.
June 2023
Outside Director of the Company (to present)(Responsibility)
Member of Audit Committee

Important concurrent positions
Representative Director, Kazu Corporation Co., Ltd.

Reasons for nomination as candidate for Outside Director and overview of expectedroles:
Mr. Naoki Matsutake is a certified public accountant and has professional knowledge and abundant
experience in finance and accounting. As a management consultant, he also has a track record ofcontributing to the improvement of corporate governance and the enhancement of audit systems at listedcompanies. He has made a substantial contribution to the maintenance and strengthening of audit
functions by auditing the business execution of Directors and Executive Officers at a company with anominating committee, etc. as a member of the Audit Committee as well as having discussions at the
Audit Committee about matters referred to the Board of Directors, matters determined to need monitoringby the Audit Committee, etc. from the viewpoint of legality and validity. The Company has selected him
as a candidate for Outside Director again with the expectation that he will provide advice from an
independent and objective standpoint, further strengthen corporate governance, and oversee andsupervise management utilizing his extensive knowledge and track record .
Notes:

1.
2.

There are no conflicts of interest between the Company and each candidate for Director.
Messrs. Yukiya Hakozaki and Kiyoshi Ishii, Ms. Kiyomi Nakamura, and Messrs. Akira Fujiyoshi andNaoki Matsutake are candidates for Outside Directors as provided for in Article 2, paragraph 3, item 7of the Ordinance for Enforcement of the Companies Act.
3. The Company designated Messrs. Yukiya Hakozaki and Kiyoshi Ishii, Ms. Kiyomi Nakamura, andMessrs. Akira Fujiyoshi and Naoki Matsutake as independent directors as provided for by theregulations of the Tokyo Stock Exchange, and registered them with the Exchange. In case the reelection of the five candidates is approved, they will continue to be Independent Directors.
4. Independence of candidates for Outside Directors(1) None of the candidates for Outside Directors has ever executed operations at the Company or any
entity that has special relationship with the Company.
(2) None of the candidates for Outside Directors has ever received or plan to receive a large amount ofmoney or other assets except Director’s Compensation from the Company or any entity that has
special relationship with the Company.
(3) None of the candidates for Outside Director has a spouse or any relatives within the third degree orcloser with business executors of the Company or any entity that has special relationship with theCompany.
5. Overview of the content of limited liability agreements
The Company has concluded a limited liability agreement with Messrs. Yukiya Hakozaki and Kiyoshi
Ishii, Ms. Kiyomi Nakamura, and Messrs. Akira Fujiyoshi and Naoki Matsutake to limit their liability
to compensate for damages prescribed in Article 423, paragraph 1 of the Companies Act, pursuant to
the provisions of Article 427, paragraph 1 of the same Act in accordance with the provisions of the
Articles of Incorporation enabling the Company to conclude the said contract with them. In case there-election of the five candidates is approved, the Company will maintain the agreement with them tolimit their liability.
The limit of the liability under such agreements shall be the greater of (a) 10 million yen or (b) the
minimum amount of liability prescribed by Article 425, paragraph 1 of the Companies Act.
6.
Overview of the content of Directors and Officers Liability Insurance
The Company has taken out Directors and Officers Liability Insurance as prescribed in Article 430-3,- 15 -

[Translation]

paragraph 1 of the Companies Act, naming all directors as the insured parties. Insurance premiums,
including riders, are paid in full by the Company. The insurance policy is designed to cover damages,
etc. incurred by the insured Directors and Executive Officers, etc., due to claims for damages arisingfrom the performance of their duties. However, certain exemptions such as damage caused by acts
committed while acknowledging that such acts violate laws and regulations will not be covered. In casethe election of each candidate for Director is approved, and the position is assumed, all the Directors
will be insured under this insurance policy. The duration of this insurance policy is one year, and thepolicy will be renewed in accordance with the resolution at the Board of Directors meeting prior to the
expiration.

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