Linical : Notice of the 18th Ordinary General Meeting of Shareholders(316kb)

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

To our Shareholders:	(Securities Code: 2183)
	June 7, 2023
	1-6-1 Miyahara, Yodogawa-ku, Osaka
	Linical Co., Ltd.
	Kazuhiro Hatano, President & Chief Executive Officer

Notice of the 18th Ordinary General Meeting of Shareholders

Dear Sir or Madam, we would like to express our appreciation for your continued support and patronage. Please be notified that the 18th Ordinary General Meeting of Shareholders of Linical Co., Ltd. (the "Company") will be held as described below.

When convening this General Meeting of Shareholders, the Company has taken measures for electronic provision for the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (Matters concerning Electronic Provision Measures), and posted the information on the following websites on the Internet. Please check any one of the following websites.

[The Company website] https://www.linical.co.jp/ir/

(Please access the website listed above and check the "Stock Information" section)

[Website for the materials for the General Meeting of Shareholders] https://d.sokai.jp/2183/teiji/

[Tokyo Stock Exchange website (TSE Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please access the TSE website listed above, enter "Linical" in "Issue name (company name)" or "2183" in "Code" to search, select "Basic Information" and "Documents for public inspection/PR information" in that order, and then check the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" section under "Documents for public inspection.")

You may exercise your voting rights online or in writing (by mail). We kindly request you to read the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than the end of business at 5:30 p.m. (JST) on Wednesday, June 21, 2023.

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Details

1. Date and Time: Thursday, June 22, 2023 at 10 a.m. (JST)
2. Venue: 1-6-1 Miyahara, Yodogawa-ku, Osaka

Conference Room A, 3rd Floor, Shin-Osaka Brick Building

(Please refer to the attached "Guide Map to the Venue of the General Meeting of Shareholders.")

3. Proposals and Reference Matters

Items to be	1. The business report, the consolidated financial statements and the results of
reported:	consolidated financial statement audits by the Accounting Auditor and the Audit
	& Supervisory Board for the 18th business period (April 1, 2022 to March 31,
	2023)
	2. The non-consolidated financial statements for the 18th business period (April 1,
Items to be	2022 to March 31, 2023)
Proposal No. 1 Partial Amendment to the Articles of Incorporation
resolved:	Proposal No. 2 Election of Nine (9) Executive Directors (excluding Executive
	Directors who are Audit and Supervisory Committee Members)
	Proposal No. 3 Election of Three (3) Executive Directors Who Are Audit and
	Supervisory Committee Members
	Proposal No. 4 Election of One (1) Substitute Executive Director Who Is an Audit
	and Supervisory Committee Member
	Proposal No. 5 Determination of Remuneration Amount for Executive Directors
	(excluding Executive Directors who are Audit and Supervisory
	Committee Members)
	Proposal No. 6 Determination of Remuneration Amount for Executive Directors Who
	Are Audit and Supervisory Committee Members

4. Matters Prescribed for Convocation

• 1. When voting rights are exercised in writing (by mail) without indication of approval or disapproval for each proposal on the returned Voting Form, it shall be treated as "approve."
  2. When voting rights are exercised multiple times via the Internet, the last vote shall be deemed valid.
  3. When voting rights are exercised both by the Voting Form (by mail) and via the Internet, the Internet vote shall be deemed valid.
• When attending the General Meeting of Shareholders, please present the Voting Rights Exercise Form to the reception of the venue.
• If any revision is made to the Matters Concerning Electronic Provision Measures, a notice to such effect shall be posted on the respective websites along with the matters before and after the revision.
• Shareholders shall receive a document stating the Matters Concerning Electronic Provision Measures; however, the following items

shall be excluded from the documents in accordance with the law and Article 16 of the Company's Articles of Incorporation.

1. "Framework to Ensure Proper Operation of Business and Its Operation" in the Business Report
2. "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements"
3. "Non-ConsolidatedStatement of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements"

Therefore, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements listed in the document are part of the documents audited by the Accounting Auditor and Corporate Auditors in preparing the Accounting Audit Report and Audit Report, respectively.

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Reference Documents for the General Meeting of Shareholders

Reference Information Common to Proposals No. 1 through No. 6

Proposals No. 1 through No. 6 listed in the Reference Documents for this General Meeting of Shareholders are related to the transition to a company with an audit and supervisory committee. In submitting these proposals, the Company will explain the reasons for the transition to a company with an audit and supervisory committee and the characteristics of a company with an audit and supervisory committee.

Reasons for the transition to a company with an audit and supervisory committee

The Company regards the strengthening of corporate governance as a top management priority and has been working to improve management transparency and ensure faster decision-making. The Company believes that the transition to a company with an audit and supervisory committee will strengthen the supervisory function of the Board of Directors and further improve the soundness and transparency of management by allowing Outside Executive Directors who are Audit and Supervisory Committee Members to own the voting rights of the Board of Directors. In addition, by separating the functions of business execution from the Board of Directors, and by making faster business decision-making possible, the Company will build a mechanism to make swift and decisive decisions that are necessary in the business environment surrounding the Company.

Company with an audit and supervisory committee

A company with an audit and supervisory committee will create an audit and supervisory committee in place of Audit & Supervisory Board Members as well as the Audit & Supervisory Board that consists of three (3) or more Executive Directors, the majority of whom are Outside Executive Directors. Unlike Audit & Supervisory Board Members, Executive Directors who are Audit and Supervisory Committee Members have voting rights in the Board of Directors as Executive Directors and have the authority to express opinions at the General Meeting of Shareholders on the appointment and dismissal of and remuneration for Executive Directors (excluding Executive Directors who are Audit and Supervisory Committee members). In light of these factors, the supervisory functions of the Audit and Supervisory Committee Members and the Audit and Supervisory Committee are expected to be strengthened.

In addition, in accordance with the provisions of the Articles of Incorporation, a company with an audit and supervisory committee may delegate some decision-making authorities to Executive Directors by resolution of the Board of Directors. The Company believes that this will enable swift business decision-making and further enhancement of the effectiveness of supervision because execution and supervision can be separated.

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Proposal No. 1: Partial Amendment to the Articles of Incorporation

1. Reasons for proposal

The Company will make the transition to a company with an audit and supervisory committee to enhance the supervisory function of the Board of Directors and strengthen corporate governance, thereby further improving management transparency and enabling faster decision-making. Accordingly, the Company will make the necessary changes to the Articles of Incorporation of the Company, including the establishment of new provisions concerning the Audit and Supervisory Committee and Audit and Supervisory Committee Members and the deletion of provisions concerning the Audit & Supervisory Board and Audit & Supervisory Board Members.

2. Details of the amendments

Details of the amendment to the Articles of Incorporation are as follows.

This Proposal shall become effective at the conclusion of this General Meeting of Shareholders.

				(The parts to be amended are underlined.)
	Current Articles of Incorporation		Proposed amendments
	Chapter 1 General Provisions		Chapter 1 General Provisions
Article 1 to Article 2	(Omitted)	Article 1 to Article 2	(Unchanged)
(Location of the Head Office)	(Location of the Head Office)
Article 3	The Company's headquarters shall be located in	Article 3	The Company's headquarters shall be located in
	Yodogawa Ward, Osaka City, Osaka.		Osaka City, Osaka.
(Organization)		(Organization)
Article 4	In addition to the Shareholders Meeting and	Article 4	In addition to the Shareholders Meeting and
	Directors, the Company shall have the following		Directors, the Company shall have the following
	organizations.		organizations.
(1) Board of Directors	(1) Board of Directors
(2) Audit & Supervisory Board Members	(2) Audit and Supervisory Committee
(3) Audit & Supervisory Board
(4)Accounting Auditor	(3)Accounting Auditor
(Method of Public Notice)	(Method of Public Notice)
Article 5	(Omitted)		Article 5	(Unchanged)
		Chapter 2 Stocks			Chapter 2 Stocks
Article 6 to Article 10	(Omitted)	Article 6 to Article 10	(Unchanged)
(Shareholder Registry Administrator)	(Shareholder Registry Administrator)
Article 11	The Company shall have a shareholder registry	Article 11	The Company shall have a shareholder registry
	administrator.		administrator.
2	The shareholder registry administrator and	2	The shareholder registry administrator and
	his/her office shall be determined by resolution		his/her office shall be determined by the Board
	of the Board of Directorsand public notice		of Directors or the Executive Director delegated
	thereof shall be given.		by resolution of the Board of Directors,and
				public notice thereof shall be given.
3	The Company shall entrust the preparation and	3	The Company shall entrust the preparation and
	keeping of the Company's shareholder registry		keeping of the Company's shareholder registry
	and stock warrant registry, and other		and stock warrant registry, and other
	administrative matters related thereto to the		administrative matters related thereto to the
	shareholder registry administrator and shall not		shareholder registry administrator and shall not
	handle them by itself.		handle them by itself.

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	Current Articles of Incorporation		Proposed amendments
(Rules for Handling Shares)	(Rules for Handling Shares)
Article 12	The handling and fees for the Company's shares	Article 12	The handling and fees for the Company's shares
	shall be governed by laws and regulations, the		shall be governed by laws and regulations, the
	Articles of Incorporation, and the Rules for		Articles of Incorporation, and the Rules for
	Handling Shares established by the Board of		Handling Shares established by the Board of
	Directors.		Directors or the Executive Director delegated
			from the resolution of the Board of Directors.
	Chapter 3 Shareholders Meeting		Chapter 3 Shareholders Meeting
Article 13 to Article 18 (Omitted)	Article 13 to Article 18 (Unchanged)
Chapter 4 Directors and the Board of Directors	Chapter 4 Directors and the Board of Directors
(Number of Members)	(Number of Members)
Article 19	The number of directors of the Company shall	Article 19	The number of Executive Directors of the
	not exceed 13.		Company (excluding Executive Directors who
			are Audit and Supervisory Committee Members)
			shall not exceed 13.
	2	The number of Executive Directors who are
			Audit and Supervisory Committee Members of
			the Company (hereinafter referred to as "Audit
			and Supervisory Committee Members") shall
			not exceed four (4).
(Election Method)	(Election Method)
Article 20	Directors of the Company shall be elected at the	Article 20	Executive Directors of the Company shall be
	Shareholders Meeting.		elected separately for Audit and Supervisory
			Committee Members and other Executive
			Directorsat the General Meeting of
			Shareholders.
2	A resolution to elect directors shall be adopted	2	A resolution to elect Executive Directors shall
	by a majority of the voting rights of the		be adopted by a majority of the voting rights of
	shareholders at a Meeting where the		the shareholders at a Meeting where the
	shareholders holding not less than one-third of		shareholders holding not less than one-third of
	the voting rights of the shareholders entitled to		the voting rights of the shareholders entitled to
	exercise their voting rights are present.		exercise their voting rights are present.
3	A resolution to elect directors shall not be by	3	A resolution to elect Executive Directors shall
	cumulative voting.		not be by cumulative voting.
(Term of Office)	(Term of Office)
Article 21	The term of office of directors of the Company	Article 21	The term of office of Executive Directors of the
	shall expire at the conclusion of the Annual		Company (excluding Audit and Supervisory
	Shareholders Meeting for the last business year		Committee Members)shall expire at the
	ending within one year after their election.		conclusion of the Ordinary General Meeting of
			Shareholders for the last business year ending
			within one year after their election.
	2	The term of office of Audit and Supervisory
			Committee Members shall expire at the
			conclusion of the Ordinary General Meeting of
			Shareholders for the last business year ending
			within two years after their election.
	3	The term of office of an audit & supervisory
			committee member who is elected as a substitute
			for an audit & supervisory committee member
			who retired before the expiration of his/her term
			of office shall continue until the expiration of
			the term of office of the retired audit &
			supervisory committee member.

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