Hisamitsu Pharmaceutical : Notice of Convocation of the 122nd Annual General Meeting of Shareholders

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Stock Exchange Code 4530 May 2, 2024 (Start date of measures for electronic provision: April 26, 2024)

To Shareholders with Voting Rights:

Kazuhide Nakatomi

President & CEO

Hisamitsu Pharmaceutical Co., Inc.

408 Tashiro Daikan-machi, Tosu, Saga

NOTICE OF CONVOCATION OF

THE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

We would like to express our appreciation for your continued support and patronage.

We would also like to express our heartfelt sympathy to all those affected by the 2024 Noto Peninsula Earthquake and sincerely hope for the earliest possible recovery.

This is to notify you that the 122nd Annual General Meeting of Shareholders of Hisamitsu Pharmaceutical Co., Inc. (the "Company") will be held for the purposes as described below.

In convening the General Meeting of Shareholders, the Company has taken measures for electronic provision and has posted the matters subject to electronic provision on the Company's website. Please access the Company's website below to see the information.

The Company's website https://global.hisamitsu/ir/shareholders.html

In addition to the Company's website, the matters subject to electronic provision are also posted on the website of the Tokyo Stock Exchange (TSE). When you access the TSE website, search for the Company by entering "Hisamitsu Pharmaceutical" in the "Issue name (company name)" bar or the Company's stock exchange code "4530" in the "Code" bar, continue selecting "Basic information" and "Documents for public inspection/PR information" and choose "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection" to see the matters.

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In lieu of attending the meeting, you may exercise your voting rights via electromagnetic means, including the Internet, or in writing. In this case, please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

1.	Date and Time:	Thursday, May 23, 2024 at 10:00 a.m. Japan time
2.	Place:	Head office of the Company located at
		408 Tashiro Daikan-machi, Tosu, Saga, Japan

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3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Non-

consolidated Financial Statements for the Company's 122nd Fiscal Year (March 1, 2023 - February 29, 2024)

2. Results of audits by the Independent Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements for the Company's 122nd Fiscal Year

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of 9 Directors

Proposal 3: Election of 3 Corporate Auditors

(The details of the meeting agenda and other matters are stated in the following pages.)

4. Matters decided for convocation

- Items not stated in a document delivered to shareholders

The document delivered to shareholders also serves as a document that states the matters subject to electronic provision, which is delivered to shareholders who have requested a paper copy of it. In accordance with applicable laws and regulations and Article 14 of the Articles of Incorporation of the Company, the following items are not included in it. Please note that the Corporate Auditors and the Independent Auditor have audited documents, including the following items.

1. Matters Regarding Share Acquisition Rights, etc. of the Company, Status of Independent Auditor, and Structure and Policy of the Company in the Business Report
2. Consolidated Statements of Changes in Shareholders' Equity and Notes to Consolidated Financial Statements in the Consolidated Financial Statements
3. Non-consolidatedStatement of Changes in Shareholders' Equity and Notes to Non-consolidated Financial Statements in the Non-consolidated Financial Statements

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

The Company regards the appropriate return of profits to shareholders as one of the most important management issues.

With respect to dividends of surplus at the end of the fiscal year under review, upon comprehensively examining factors such as the performance for the fiscal year, dividend payout ratios and various management measures for the future in addition to taking into account the stable distribution of dividends to shareholders, the Company proposes to pay a dividend of ¥42.5 per share as follows. Accordingly, the annual dividend including an interim dividend of ¥42.5 will be ¥85 per share, an increase from the annual dividend of ¥84.5 per share for the previous fiscal year.

In addition, the Company recognizes the need to strengthen its financial structure to provide for the stable return of profits to its shareholders and future business development, and therefore intends to allocate ¥3.0 billion to general reserve as follows.

1. Matters concerning dividends of surplus

1. Allotment of dividend properties to shareholders and the total amount thereof

¥42.5 per share of the Company's common stock

Total payment of dividends: ¥3,220,341,578

1. Effective date of dividends of surplus Friday, May 24, 2024

2. Matters concerning appropriation of surplus

1. Surplus item to be increased and the amount thereof

General reserve	¥3,000,000,000
(2) Surplus item to be decreased and the amount thereof
Retained earnings brought forward	¥3,000,000,000

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Proposal 2: Election of 9 Directors

No.

1

2

The terms of office of all 9 Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 9 Directors is proposed.

The candidates for Directors are as follows:

Name		Past experience, positions, responsibilities	Number of	Special
	shares of the	interests in the
(Date of birth)		and significant concurrent positions
	Company held	Company
	April 1999	Joined the Company
	February 2007	Head of Corporate Strategy Planning
Kazuhide Nakatomi	May 2007	Director & Executive Officer
(June 30, 1972)	May 2009	Managing Director & Executive Officer	245,742	None
	May 2011	Senior Managing Director & Executive Officer
[Reappointment]	May 2014	Vice President & Executive Officer
	May 2015	President & COO
	May 2019	President & CEO (to present)

[Reason for nomination as candidate]

Mr. Kazuhide Nakatomi has extensive operational experience in the corporate strategy planning division, and took office as Director of the Company in 2007. He also has built track records as a corporate manager since he became Representative Director in 2015. We believe he is suitable for continuing to serve as a Director of the Company, and nominate him as a candidate for Director.

	April 1977	Joined the Company
	May 1999	Director
Kosuke Sugiyama	February 2010	Director & Executive Officer
(April 28, 1952)	July 2012	Managing Director & Executive Officer	13,000	None
	May 2014	Senior Managing Director & Executive Officer
[Reappointment]
	[In charge of Human Resources, Research and
		Development, and Corporate Strategy Planning] (to
		present)

[Reason for nomination as candidate]

Mr. Kosuke Sugiyama has extensive operational experience in the human resources division, and has been managing and supervising management in general, including human resources, since he took office as Director of the Company in 1999. We believe he is suitable for continuing to serve as a Director of the Company, and nominate him as a candidate for Director.

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[Reappointment]

No.

3

Name		Past experience, positions, responsibilities
(Date of birth)		and significant concurrent positions
	April 1987	Joined the Company
	April 2009	Executive Officer
	May 2013	Director & Executive Officer
Kyu Saito	May 2023	Managing Director & Executive Officer
	[Head of Global Business Strategy, Chairman of
(June 10, 1963)
	Hisamitsu America, Inc., President of Hisamitsu
[Reappointment]		Pharmaceutical Technology Consulting (Beijing) Co.,
	Ltd., President of Hisamitsu Pharmaceutical (China)
		Co., Ltd., President of Hisamitsu U.S., Inc., and
		Director of P.T. Hisamitsu Pharma Indonesia] (to
		present)

Number of	Special
shares of the	interests in the
Company held	Company

7,100 None

4

[Reason for nomination as candidate]

Mr. Kyu Saito has extensive operational experience in the sales and corporate strategy planning divisions, and has been managing and supervising the overseas sales division since he took office as Director of the Company in 2013. We believe he is suitable for continuing to serve as a Director of the Company, and nominate him as a candidate for Director.

	April 1988	Joined the Company
Nobuo Tsutsumi	March 2010	Executive Officer
May 2014	Director & Executive Officer
(March 11, 1964)
	[Management of Legal Affairs, Production, Quality	5,200	None

Assurance & Pharmacovigilance, Compliance, and Director of Yutoku Pharmaceutical Ind. Co., Ltd. (part- time)] (to present)

[Reason for nomination as candidate]

Mr. Nobuo Tsutsumi has extensive operational experience in the legal division, and has been managing and supervising legal affairs and compliance based on his high expertise since he took office as Director of the Company in 2014. We believe he is suitable for continuing to serve as a Director of the Company, and nominate him as a candidate for Director.

	March 1991	Joined the Company
Shinichi Murayama	March 2012	Executive Officer
May 2014	Director & Executive Officer
(October 16, 1967)	6,000	None
	[Management of Internal Audit, Japan Subsidiaries,

	[Reappointment]	Director of Yutoku Pharmaceutical Ind. Co., Ltd. (part-
	time), and Outside Corporate Auditor of SANOFI-
5
	HISAMITSU K.K. (part-time)] (to present)

[Reason for nomination as candidate]

Mr. Shinichi Murayama has extensive operational experience in the sales and corporate strategy planning divisions, and has been managing and supervising management in general, including as Executive Secretary of Chairman's Office, since he took office as Director of the Company in 2014. We believe he is suitable for continuing to serve as a Director of the Company, and nominate him as a candidate for Director.

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[Reappointment] [Outside Director]

7 [Independent Officer]

No.

6

Name		Past experience, positions, responsibilities
(Date of birth)		and significant concurrent positions
	April 1994	Joined the Company
Koji Takiyama	May 2017	Executive Officer
May 2021	Senior Executive Officer
(October 31, 1971)
May 2022	Director & Executive Officer

[Reappointment]	[Executive Secretary of President's Office, and
Management of Digital Transformation (DX), and
	Sustainability Promotion] (to present)

Number of	Special
shares of the	interests in the
Company held	Company
3,035	None

[Reason for nomination as candidate]

Mr. Koji Takiyama has extensive operational experience in the sales division and in the management of Hisamitsu Pharmaceutical Group companies, and has been managing and supervising management in general, including as Executive Secretary of President's Office, since he took office as Director of the Company in 2022. We believe he is suitable for

continuing to serve as a Director of the Company, and nominate him as a candidate for Director.
	April 1988	Professor of Faculty of Science and Technology, Keio
		University, Professor of Graduate School of Science
		and Technology, Keio University
	October 1993	Dean of Faculty of Science and Technology, Keio
		University
		Dean of Graduate School of Science and Technology,
		Keio University
	May 2001	President of Keio University (Chair of the Board of
		Trustees of Keio University and the university
Yuichiro Anzai		president of Keio University)
May 2009	Advisor for Academic Affairs to Keio University (to
(August 29, 1946)		present)
	April 2010	Director of the Nakatomi Foundation (to present)	300	None
	June 2011	Chairman of Japanese Association of University
		Physical Education and Sports
	October 2011	President of Japan Society for the Promotion of Science
		(JSPS)
	April 2012	Professor Emeritus of Keio University (to present)
	February 2018	President of Kojunsha Club (to present)
	April 2018	Senior Advisor to JSPS (to present)
		Director of Research Center for Science Systems, JSPS
	May 2020	Outside Director of the Company (to present)
	July 2020	Executive Director of The Tokyo Foundation for Policy
		Research
	December 2020	Executive Director and Chief Executive Officer of The
		Tokyo Foundation for Policy Research (to present)

[Reason for nomination as candidate and summary of expected roles]

Mr. Yuichiro Anzai, who has long served as a manager of a university, has a wide range of knowledge and experience, and we expect him to provide precise advice on the Company's management. Furthermore, there is no problem with his independence in relationship with the Company. We believe he is suitable for continuing to serve as an Outside Director of the Company, and nominate him as a candidate for Outside Director.

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	Name	Past experience, positions, responsibilities	Number of	Special
No.	shares of the	interests in the
(Date of birth)		and significant concurrent positions
		Company held	Company
		April 2001	Joined Matsuo Construction Co., Ltd.
		June 2005	Managing Director of Matsuo Construction Co., Ltd.
	Tetsugo Matsuo	June 2006	President of Matsuo Construction Co., Ltd. (to present)
	June 2012	Outside Director of FM Saga Co., Ltd. (to present)
	(January 1, 1972)
	June 2013	Outside Director of Saga Ube Concrete Kogyo Co.,
		1,900	None
	[Reappointment]		Ltd. (to present)
	May 2016	Chairman of Saga General Construction Association (to
	[Outside Director]
		present)
8	[Independent Officer]
May 2020	Outside Director of the Company (to present)
		June 2023	Outside Director of New Otani Kyushu Co., Ltd. (to
			present)
	[Reason for nomination as candidate and summary of expected roles]
	Mr. Tetsugo Matsuo has extensive experience and insight into overall management acquired as a representative director of a
	construction company, and we expect him to provide precise advice on the Company's management. Furthermore, there is no
	problem with his independence in relationship with the Company. We believe he is suitable for continuing to serve as an
	Outside Director of the Company, and nominate him as a candidate for Outside Director.
		April 2004	Joined KPMG AZSA LLC
		May 2006	Registered as a certified public accountant
	Tamako Watanabe	April 2008	Joined ASG Tax Corporation
	August 2010	Registered as a certified tax accountant
	(January 26, 1982)
	July 2011	Joined Odaki Accounting, Tax and Consulting
		0	None
	[Reappointment]		General Manager of Tateyama Office
	September 2011	Registered as a licensed social insurance consultant
	[Outside Director]
	July 2019	Established Itsuki Accounting Firm
9	[Independent Officer]
			Representative (to present)
		May 2023	Outside Director of the Company (to present)
		December 2023	Outside Auditor of SHOEI CO., LTD. (to present)

[Reason for nomination as candidate and summary of expected roles]

Ms. Tamako Watanabe has a wide range of knowledge and experience acquired as a certified public accountant, a certified tax accountant and a licensed social insurance consultant, and we expect her to provide precise advice on the Company's management. Furthermore, there is no problem with her independence in relationship with the Company. We believe she is suitable for continuing to serve as an Outside Director of the Company, and nominate her as a candidate for Outside Director.

(Notes)
1.	Messrs. Yuichiro Anzai and Tetsugo Matsuo and Ms. Tamako Watanabe are candidates for Outside Directors.
2.	Messrs. Yuichiro Anzai and Tetsugo Matsuo and Ms. Tamako Watanabe, candidates for Outside Directors, satisfy the
	requirements of independent officers stipulated by Tokyo Stock Exchange, Inc., Nagoya Stock Exchange, Inc. and
	Fukuoka Stock Exchange, respectively, and the Company has notified these stock exchanges of them as independent
	officers.
3.	At the conclusion of this General Meeting of Shareholders, Messrs. Yuichiro Anzai and Tetsugo Matsuo will have served
	for four years, and Ms. Tamako Watanabe will have served for one year as Outside Directors of the Company.
4.	The Company has entered into agreements with Messrs. Yuichiro Anzai and Tetsugo Matsuo and Ms. Tamako Watanabe
	in accordance with Article 427, Paragraph 1 of the Companies Act, to limit the liability for damages set forth in Article
	423, Paragraph 1 of the same act to the amount stipulated by laws and regulations. If this proposal is approved, the
	Company plans to continue the said agreements with them.
5.	The Company has concluded a directors and officers liability insurance contract with an insurance company, and all
	candidates for this election proposal will be insured under the contract. The insurance contract covers damages that may
	arise from the insured directors and officers assuming liability for the execution of their duties or receiving claims related
	to the pursuit of such liability.

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No.

1

2

Proposal 3: Election of 3 Corporate Auditors

The term of office of Messrs. Nobuyuki Nakatomi, Munehiko Hirano and Keinosuke Ono, 3 of the total 4 Corporate Auditors, will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of three Corporate Auditors is proposed.

The Board of Corporate Auditors has given its consent to this proposal. The candidates for Corporate Auditor are as follows:

Name			Number of	Special
Past experience, positions and significant concurrent positions	shares of the	interests in the
(Date of birth)
		Company held	Company
Nobuyuki Nakatomi	September 1988	Joined Cable Television Kurume Co., Ltd.
(September 7, 1940)	April 1990	President of Cable Television Kurume Co., Ltd.	250,200	None
	May 1999	Director of the Company
[Reappointment]	May 2008	Corporate Auditor of the Company (to present)

[Reason for nomination as candidate]

Mr. Nobuyuki Nakatomi has long been engaged in management of Hisamitsu Pharmaceutical Group companies and has extensive experience of managing and supervising management of the Company in general as Director. Based on the experience, he has been auditing the Company since he took office as Corporate Auditor of the Company in 2008. We believe he is suitable for continuing to serve as a Corporate Auditor of the Company and nominate him as a candidate for Corporate Auditor.

April 1974	Joined the Company
April 1997	Head of Pharmaceutical Formulation
Munehiko Hirano	Laboratories, Research and Development
(September 20, 1947)	Headquarters of the Company	2,300	None
February 2005	General Manager in charge of Pharmaceutical
[Reappointment]	Formulation Technology, Research and
	Development Headquarters of the Company
May 2006	Corporate Auditor of the Company (to present)

[Reason for nomination as candidate]

Mr. Munehiko Hirano has extensive operational experience in the research and development division. Based on the experience, he has been auditing the Company since he took office as Corporate Auditor of the Company in 2006. We believe he is suitable for continuing to serve as a Corporate Auditor of the Company and nominate him as a candidate for Corporate Auditor.

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	Name			Number of	Special
No.	Past experience, positions and significant concurrent positions	shares of the	interests in the
(Date of birth)
			Company held	Company
		March 1979	Joined the Mitsui Bank, Limited (currently
			Sumitomo Mitsui Banking Corporation)
		April 2006	Executive Officer and General Manager of
			Consumer Loan Dept. of Sumitomo Mitsui
			Banking Corporation
	Ryusuke Itakura	April 2007	Executive Officer and Deputy Head of
		Consumer Banking Unit (in charge of West
	(November 17, 1955)
		Japan) of Sumitomo Mitsui Banking
	[New Appointment]		Corporation	0	None
	June 2009	Representative Director and President of SMBC
	[Outside Corporate Auditor]
3	[Independent Officer]		Guarantee Co., Ltd.
June 2013	Representative Director and President of
			Muromachi Building Service Co., Ltd.
		May 2019	Director of Tanioka Gakuen Educational
			Foundation (to present)
		June 2019	Outside Audit & Supervisory Board Member of
			Futaba Industrial Co., Ltd.

[Reason for nomination as candidate]

Mr. Ryusuke Itakura has knowledge of finance he acquired over many years in the financial industry and experience as a corporate manager. We nominate him as a candidate for Corporate Auditor in order for him to provide precise advice on the Company's management and since there is no problem with his independence in relationship with the Company. We believe he is suitable for serving as an Outside Corporate Auditor of the Company.

(Notes)
1.	Mr. Ryusuke Itakura is a candidate for Outside Corporate Auditor.
2.	Mr. Ryusuke Itakura, a candidate for Outside Corporate Auditor, satisfies the requirements of independent officers
	stipulated by Tokyo Stock Exchange, Inc., Nagoya Stock Exchange, Inc. and Fukuoka Stock Exchange, respectively.
	The Company has notified the stock exchanges that if this proposal to appoint Mr. Ryusuke Itakura as a Corporate
	Auditor is approved, he will be an independent officer.
3.	If this proposal is approved, the Company plans to enter into an agreement with Mr. Ryusuke Itakura in accordance with
	Article 427, Paragraph 1 of the Companies Act, to limit the liability for damages set forth in Article 423, Paragraph 1 of
	the same act to the amount stipulated by laws and regulations.
4.	The Company has concluded a directors and officers liability insurance contract with an insurance company, and all
	candidates for this election proposal will be insured under the contract. The insurance contract covers damages that may
	arise from the insured directors and officers assuming liability for the execution of their duties or receiving claims related
	to the pursuit of such liability.

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(Reference)

(1) Skill matrix of Directors and Corporate Auditors (planned) after this Annual General Meeting of Shareholders

The Company elects multiple Outside Directors within the limits of the number specified in the Companies Act and the Company's Articles of Incorporation, so that its Board of Directors is both diverse and effective, with a good balance of members who possess the knowledge, experience, and skills needed to effectively perform their roles and responsibilities. If Proposal 2 and Proposal 3 are approved as originally proposed, the composition of the Company's Directors and Corporate Auditors, and experience and expertise of each Director and Corporate Auditor are as follows:

					IT / Digital	HR		Legal affairs /
Name	Corporate	Sales /	Global /	Production /	transformation management / Sustainability Compliance /	Finance /
	management	Marketing	Business	R&D	(DX)	development	/ ESG	Risk	Accounting
						management

Directors

Corporate Auditors

Kazuhide Nakatomi

Kosuke Sugiyama

Kyu Saito

Nobuo Tsutsumi

Shinichi Murayama

Koji Takiyama

Yuichiro Anzai

Tetsugo Matsuo

Tamako Watanabe

Nobuyuki Nakatomi

Munehiko Hirano

Kentaro Watanabe

Ryusuke Itakura

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