Towa Pharmaceutical : Notice of the 67th Ordinary General Meeting of Shareholders （176KB／10P）

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

Securities Code: 4553 June 7, 2023 Start date of measures for electronic provision: June 6, 2023

To our shareholders:

Itsuro Yoshida

President and Representative Director

TOWA PHARMACEUTICAL CO., LTD.

2-11,Shinbashi-cho, Kadoma, Osaka, JAPAN

NOTICE OF THE 67TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 67th Ordinary General Meeting of Shareholders of TOWA PHARMACEUTICAL CO., LTD. (the "Company"), which will be held as described below.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on each of the following websites. Please access either of the websites to review the information.

The Company's website:

https://www.towayakuhin.co.jp/ir/stock/meeting.php (in Japanese)

Tokyo Stock Exchange website (Listed Company Search):

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Access the TSE website by using the internet address shown above, enter "TOWA PHARMACEUTICAL" in "Issue name (company name)" or the Company's securities code "4553" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

If you do not attend the meeting in-person, you may exercise your voting rights via the internet or in writing. Please review the appended Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:40 p.m. on Monday, June 26, 2023 (Japan Standard Time).

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1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. (Japan Standard Time)
2. Venue: Headquarters of the Company

Meeting room on the 2nd floor

2-11,Shinbashi-cho, Kadoma, Osaka, JAPAN

(Please refer to the "Shareholders' Meeting Venue Map" (in Japanese only) at the end of this document.)

3. Purposes:

Items to be reported:

1. Business Report and Consolidated Financial Statements for the 67th Term (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

2. Non-Consolidated Financial Statements for the 67th Term (from April 1, 2022 to March 31, 2023)

Items to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of three (3) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Election of three (3) Directors who are Audit and Supervisory Committee Members

4. Matters to be decided at the time of convocation

1. In accordance with the amendment to the Companies Act, shareholders are, in principle, to access the websites on the previous page to confirm the matters subject to measures for electronic provision, and the Company will send paper-based documents containing the matters subject to measures for electronic provision only to shareholders who have made a request for delivery of such documents by the record date. However, for this General Meeting of Shareholders, the Company has decided to send paper-based documents containing the matters subject to measures for electronic provision to all shareholders regardless of whether they have made a request for delivery of such documents. Furthermore, in accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Company's Articles of Incorporation, the following matters subject to measures for electronic provision shall not be included in the paper-based documents sent to shareholders.
2. 1. "Consolidated Statement of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements" of Consolidated Financial Statements
   2. "Statement of Changes in Shareholders' Equity" and "Notes to Non-Consolidated Financial Statements" of Non-Consolidated Financial Statements

Accordingly, the Consolidated Financial Statements and Non-Consolidated Financial Statements described in the documents are part of the documents subject to auditing by the Accounting Auditor when preparing the accounting audit report and by the Audit and Supervisory Committee when preparing the audit report.

1. If there is a revision to the matters subject to measures for electronic provision, written notification stating the matters before and after the revision will be posted on the websites shown on the previous page.
2. If there is no indication of approval or disapproval of each proposal on the returned Voting Card, your exercise of voting rights will be deemed to be approval for the Company's proposals.
3. If you exercise your voting rights in duplicate both via the internet and in writing, then only the vote cast via the internet shall be deemed valid.
4. If you exercise your voting rights via the internet multiple times, then only the last vote cast shall be deemed valid.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of surplus

The Company has a basic policy of paying dividends in accordance with earnings as we work to reinforce the foundations of our operations, and we consider it a major issue to continue to pay dividends in a stable manner to all shareholders.

Based on this policy, taking into consideration its earnings for the business year as well as the future development of the business, after a careful review, the Company proposes to pay year-end dividends for the current fiscal year as follows:

Matters related to year-end dividends

1. Type of dividend property Cash
2. Allocation of dividend property and total amount thereof 30 yen per common share of the Company
   Total amount of dividends: 1,476,654,990 yen
   The Company paid an interim dividend of 30 yen per share, and thus the annual dividend for the fiscal year under review is 60 yen per share.
3. Effective date of distribution of dividends of surplus June 28, 2023

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Proposal 2: Election of three (3) Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all three (3) Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting.

Therefore, the Company proposes the election of three (3) Directors.

As for this proposal, the Company received from the Audit and Supervisory Committee of the Company the opinion that the standards and procedures for electing all of the candidates for Director are appropriate.

The candidates for Director are as follows:

Candidate	Name	Career summary, and position and responsibility in the	Number of the
	Company	Company's shares
No.	(Date of birth)
(significant concurrent positions outside the Company)	owned
		May 1979	Joined the Company
		Oct. 1983	General Manager of Finance & Accounting
			Department
		Dec. 1983	Director / General Manager of Finance &
			Accounting Department
		Aug. 1986	Director / General Manager of General Affairs
			Department
		Apr. 1990	Director / General Manager of President Office
	Itsuro Yoshida	June 1990	Senior Managing Director / General Manager
	(April 27, 1951)		of President Office	1,455,309
		June 1991	Senior Managing Director / Division Manager
	Reelection
1		of Production Division / General Manager of
		President Office
		Nov. 1991	Senior Managing Director / General Manager
			of President Office
		June 1996	President and Representative Director (to
			present)
		(significant concurrent positions outside the Company)
		Chairman and Representative Director, J-DOLPH
		PHARMACEUTICAL CO., LTD.
	[Reasons for nomination as candidate for Director]
	Itsuro Yoshida has been involved in businesses, management and administration across the entire Group. He has
	extensive experience and knowledge regarding business management, administration and operations, which the
	Company expects to strengthen the decision-making function of the Board of Directors, for which reason it has again
	nominated him as candidate for Director.

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Candidate	Name	Career summary, and position and responsibility in the	Number of the
	Company	Company's shares
No.	(Date of birth)
(significant concurrent positions outside the Company)	owned
		Apr. 2009	Joined the Company / Deputy-General
			Manager, Internal Audit Office
		Apr. 2011	General Manager of Internal Audit Office
		Oct. 2016	General Manager of Public Relations and
	Masao Tanaka		Investor Relations Office / General Manager of
		Human Resources Department
	(July 4, 1954)
	June 2017	Director / Division Manager of Administration	7,526
	Reelection		Division
2	Apr. 2019	Director / Director in charge of Administration
			Division
		June 2020	Director (to present)
		(significant concurrent positions outside the Company)
		Chairman, President and Representative Director, Protosera Inc.
	[Reasons for nomination as candidate for Director]
	Masao Tanaka has been involved in the administration divisions. He has extensive experience and knowledge regarding
	business management, administration and operations, which the Company expects to strengthen the decision-making
	function of the Board of Directors, for which reason it has again nominated him as candidate for Director.

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