Seikagaku : Convocation Notice of the 78th Ordinary 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.

Securities Code: 4548 May 30, 2024 (Start date of measures for electronic provision: May 23, 2024)

To Our Shareholders

Ken Mizutani Representative Director and Member of the Board, President & CEO

SEIKAGAKU CORPORATION

6-1, Marunouchi 1-chome,Chiyoda-ku, Tokyo, Japan

Convocation Notice of the 78th Ordinary General Meeting of Shareholders

We would like to inform you that the 78th Ordinary General Meeting of Shareholders of SEIKAGAKU CORPORATION (the "Company") will be held as indicated below.

When convening this general meeting of shareholders, the Company provides information contained in the reference documents for the general meeting of shareholders, etc. (the matters to be provided electronically) electronically, and posts this information as "Convocation Notice of the 78th Ordinary General Meeting of Shareholders" on the Company's website and the below website for posted informational materials for the general meeting of shareholders on the Internet. Please access either of the websites mentioned below to review the information.

https://www.seikagaku.co.jp/ja/ir/stock/meeting.html (in Japanese) https://d.sokai.jp/4548/teiji/ (in Japanese)

In addition to posting the matters to be provided electronically on the websites above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) by using the internet address shown below, enter the issue name (company name) or securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

If you are unable to attend the Meeting, you may exercise your voting rights via the Internet or by sending the enclosed voting form by postal mail. Please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights so that your vote is received by 5 p.m. on Thursday, June 20, 2024 (JST).

- 1 -

1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (JST) (Reception starts at 9:15 a.m.)
2. Venue: Fourth floor hall, Otemachi Sankei Plaza

7-2, Otemachi 1-chome,Chiyoda-ku, Tokyo

3. Purpose of the Meeting Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 78th fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 78th fiscal year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:
Proposal No. 1	Appropriation of Surplus
Proposal No. 2	Election of Five Directors
Proposal No. 3	Election of One Audit & Supervisory Board Member

• If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted.
• Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
• If any corrections are made to the matters to be provided electronically, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's website and the website for posted informational materials for the general meeting of shareholders as well as TSE website as indicated on page 1.
• Pursuant to the relevant laws and regulations and the provision of the Company's Articles of Incorporation, the following items among the matters to be provided electronically are not included in the paper copy to be sent to shareholders who have requested it. The Audit & Supervisory Board Members and the Financial Auditor have audited the documents subject to audit, including the following items.
• 1. "Matters Concerning Financial Auditor" and "System to Ensure the Appropriateness of Business Operations and Status of Operations of the System" of the Business Report
  2. "Consolidated Statements of Changes in Shareholders' Equity" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements
  3. "Non-consolidatedStatements of Changes in Shareholders' Equity" and "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements
• Shareholders who have not requested paper copies will receive a paper-based document containing the contents of the reference documents for the general meeting of shareholders, in addition to the matters required by laws and regulations.

- 2 -

Reference Documents for General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1

Appropriation of Surplus

The Company believes that sustainable profit growth and the enhancement of corporate value contribute to the sharing of common interest with shareholders. The Company recognizes that the return of profits to shareholders is one of its important management tasks, and will strive for continued return of profits in the consideration of trends in business performance, financial conditions and other factors.

As per the dividend forecast announced in May 2023, the Company proposes to pay year-end dividends for the fiscal year as follows, consisting of an ordinary dividend of ¥13 per share:

(1) Type of dividend property

Cash

1. Allotment of dividend property to shareholders and aggregate amount thereof

Per share of common stock of the Company	¥13
Total dividends	¥709,284,524

Accordingly, including the interim dividend of ¥13 per share, the annual dividend will be ¥26 per share.

1. Effective date of dividends of surplus Monday, June 24, 2024

- 3 -

Proposal No. 2

Election of Five Directors

At the conclusion of this ordinary general meeting of shareholders, the terms of office of all five Directors will expire. Therefore, the Company proposes the election of five Directors.

The candidates for Director are as follows:

List of candidates

Candidate			Years	Current position and responsibility	Attendance at
Name		served as	meetings of the
No.		in the Company
		Director	Board of Directors
1	Ken Mizutani	Reelection	34 years	Representative Director and Member of	100%
the Board, President & CEO	(14 of 14)
				Director	100%
2	Toshiyuki Okada	Reelection	7 years	Executive Vice President responsible for
(14 of 14)
				Reliability Assurance
				Director	100%
3	Yosuke Funakoshi	Reelection	6 years	Executive Vice President responsible
(14 of 14)
				for Research & Development
		Reelection
		Outside	5 years	Outside Director	100%
4	Mio Minaki	Director
(14 of 14)
		Independent
		Officer
		Reelection
		Outside	3 years	Outside Director	100%
5	Yasuyuki Sugiura	Director
(14 of 14)
		Independent
		Officer

- 4 -

Candidate	Name			Number of the
Career summary, positions and responsibilities in the Company	Company's shares
No.	(Date of birth)
		owned
		Apr. 1970	Joined Mitsubishi Chemical Industries Limited
			(current Mitsubishi Chemical Corporation)
		Sept. 1983	Deputy Head of Electronics Materials
		Aug. 1988	Joined the Company
		June 1990	Director, Head of Research Biologicals and
			Diagnostics Marketing
		June 1993	Director, Executive Vice President responsible
			for Planning and Manufacturing
		June 1996	Director, Executive Vice President responsible
			for Pharmaceuticals and Fine Chemicals
		July 1997	Director, Executive Vice President responsible
			for Pharmaceuticals, Fine Chemicals and New
			Business Development
		Nov. 1997	Director, Executive Vice President responsible
			for Pharmaceuticals, Fine Chemicals, New
			Business Development and ACC
		June 1998	Director, Executive Vice President responsible
			for Marketing
	Ken Mizutani	June 2000	Director, Executive Vice President and Head of
		Central Research Laboratory
	(March 10, 1948)	June 2002	Representative Director and Member of the
	Reelection		Board, Senior Executive Vice President
	Years served as Director:		responsible for Pharmaceuticals, Fine
		Chemicals, Oral Care, Glycoforum, and Head	471,193 shares
	34 years		of Central Research Laboratory
	Attendance at meetings of the	June 2003	Representative Director and Member of the
		Board, Senior Executive Vice President
	Board of Directors during the
1		responsible for Pharmaceuticals, Fine
fiscal year under review:
		Chemicals, LAL Strategic Planning and Head
	100% (14 of 14)
		of Central Research Laboratory
		June 2004	Representative Director and Member of the
			Board, Senior Executive Vice President
			responsible for Research & Development and
			Fine Chemical Marketing
		June 2005	Representative Director and Member of the
			Board, President & Chief Executive Officer
			(CEO)
		June 2014	Representative Director and Member of the
			Board, President & CEO, Head of
			Manufacturing
		Jan. 2015	Representative Director and Member of the
			Board, President & CEO
		June 2018	Representative Director and Member of the
			Board, President & CEO, Head of
			Manufacturing
		June 2019	Representative Director and Member of the
			Board, President & CEO (current position)
		[Significant concurrent positions outside the Company]
		Chairman of Mizutani Foundation for Glycoscience
	[Reasons for nomination as candidate for Director]
	With experiences in a wide range of fields centered on corporate strategy, marketing, and research and development, Ken
	Mizutani is familiar with all aspects of the Company and has high insight regarding business management. As
	Representative Director, he plays a central role of decisions on important matters and supervising business execution, and
	is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we judged that he
	will be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainable growth and
	enhancement of the corporate value of the Company over the medium to long term.

- 5 -

Candidate	Name			Number of the
Career summary, positions and responsibilities in the Company	Company's shares
No.	(Date of birth)
		owned
		Apr. 1989	Joined Dow Corning Japan Co., Ltd.
		Sept. 1996	Joined Johnson & Johnson Medical K. K.
			(current Johnson & Johnson K. K.)
		Feb. 2015	Vice President and Chief Technology Officer
			(Regulatory Affairs, Quality Assurance,
			Pharmacovigilance, R&D, GCP Auditing,
			Medical Affairs, Clinical Development & Post-
			marketing Research, Quality Regulatory
			Compliance and Professional Education)
		Sept. 2015	Joined the Company
			Executive Vice President, Deputy responsible
			for Quality Assurance, Pharmacovigilance and
			Regulatory Affairs Auditing
	Toshiyuki Okada	Oct. 2015	Executive Vice President responsible for
	(August 27, 1960)		Quality Assurance, Pharmacovigilance and
	Reelection		Regulatory Affairs Auditing
		June 2016	Executive Vice President responsible for
	Years served as Director:		Quality Assurance, Pharmacovigilance and
	7 years		Regulatory Affairs Auditing	20,118 shares
	Attendance at meetings of the	Jan. 2017	Executive Vice President responsible for
		Marketing
2	Board of Directors during the	June 2017	Director, Executive Vice President responsible
fiscal year under review:		for Marketing
	100% (14 of 14)	Aug. 2017	Director, Executive Vice President responsible
			for Marketing and Head of North American
			Business
		Jan. 2018	Director, Executive Vice President responsible
			for Marketing, Head of Pharmaceuticals
			Marketing and North American Business
		Apr. 2018	Director, Executive Vice President responsible
			for Marketing and Head of Marketing Planning,
			Pharmaceuticals Marketing, International
			Marketing and North American Business
		June 2018	Director, Executive Vice President responsible
			for Business Development & Marketing
		June 2023	Director, Executive Vice President responsible
			for Reliability Assurance (current position)

[Reasons for nomination as candidate for Director]

Toshiyuki Okada has global insight and abundant know-how on pharmaceutical industry in general through experiencing a wide range of operations at foreign-affiliated pharmaceutical companies. He has been driving the strengthening of domestic and overseas business bases, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainable growth and enhancement of the corporate value of the Company over the medium to long term.

- 6 -

Candidate	Name			Number of the
Career summary, positions and responsibilities in the Company	Company's shares
No.	(Date of birth)
			owned
		Apr. 1990	Joined ONO PHARMACEUTICAL CO., LTD.
		June 2008	Joined Takeda Pharmaceutical Company
			Limited
		July 2009	Senior Director of Strategic Development,
			Takeda Pharmaceuticals International, Inc.
		Aug. 2012	Vice President of Strategic Project
			Management, Takeda Global Research &
	Yosuke Funakoshi		Development Center Inc. (current Takeda
		Development Center Americas, Inc.)
	(November 28, 1965)
	Aug. 2014	Joined the Company
	Reelection
		Senior Vice President and assistant to Senior
	Years served as Director:		Executive Vice President responsible for
		Research & Development		20,718 shares
	6 years
	Oct. 2014	Senior Vice President and Head of Clinical
	Attendance at meetings of the		Development
	June 2016	Executive Vice President, Deputy responsible
3	Board of Directors during the
	for Research & Development and Head of
	fiscal year under review:
		Clinical Development
	100% (14 of 14)
	June 2017	Executive Vice President responsible for
			Research & Development and Head of Clinical
			Development
		June 2018	Director, Executive Vice President responsible
			for Research & Development and Head of
			Clinical Development
		Oct. 2021	Director, Executive Vice President responsible
			for Research & Development (current position)
	[Reasons for nomination as candidate for Director]
	Yosuke Funakoshi has a high-level insight through years of pharmaceutical research and development, and a global
	perspective that makes full use of his overseas work experience. He has been driving new drug research and
	development, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as
	we judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to the
	sustainable growth and enhancement of the corporate value of the Company over the medium to long term.

- 7 -

Candidate	Name			Number of the
Career summary, positions and responsibilities in the Company	Company's shares
No.	(Date of birth)
		owned
		Apr. 1999	Joined MIT Corporation
		Oct. 2003	Public prosecutor, Tokyo District Public
			Prosecutors Office
		Apr. 2004	Public prosecutor, Osaka District Public
			Prosecutors Office
		Apr. 2005	Public prosecutor, Fukuoka District Public
			Prosecutors Office
	Mio Minaki	Apr. 2014	Litigation Department Attorney, Ministry of
		Justice Fukuoka Legal Affairs Bureau
	(April 6, 1973)
	Apr. 2016	Public prosecutor, Tokyo District Public
	Candidate for Outside Director
		Prosecutors Office
	Reelection
	Apr. 2017	Assigned as Head of Legal Affairs Department
	Independent Officer
		to Agriculture, forestry and fisheries Fund
	Years served as Director:		corporation for Innovation, Value-chain and	-
		Expansion Japan
	5 years
	Apr. 2019	Admitted to the bar in Japan
	Attendance at meetings of the	Apr. 2019	Partner of Minaki & Kitazawa Law Office
		(current position)
	Board of Directors during the
	June 2019	Outside Director of the Company (current
4	fiscal year under review:
	position)
100% (14 of 14)
	[Significant concurrent positions outside the Company]
		Partner of Minaki & Kitazawa Law Office
		Outside Auditor of NITTOKU CO., LTD.
		Outside Audit & Supervisory Board Member of Vortex Co., Ltd.
		External Corporate Auditor of Sumitomo Heavy Industries, Ltd.
		* There has been no transaction between the Company and any
		significant concurrent positions held by Mio Minaki for the
		past three years.

[Reasons for nomination as candidate for Outside Director and outline of expected roles]

Based on her years of abundant experience in the judicial field and insight with regard to corporate legal affairs, Mio Minaki actively gives guidance and recommendations, playing an important role as Outside Director. We have therefore nominated her as a candidate for Outside Director. Although Mio Minaki does not have direct experience in corporate management other than as an outside officer, she is deemed capable of appropriately supervising management and performing other duties as Outside Director based on her knowledge and experience.

If her reappointment is approved, we expect her contribution to the sustainable growth and enhancement of the corporate value of the Company over the medium to long term by utilizing her insight into the judicial field and corporate legal affairs and through the supervision of management from an independent and objective perspective. In addition, as an ongoing member of the Nomination and Remuneration Committee, she will be involved in and provide supervision of decisions on officer personnel proposals and director remuneration.

- 8 -

Candidate	Name			Number of the
Career summary, positions and responsibilities in the Company	Company's shares
No.	(Date of birth)
		owned
		Apr. 1978	Joined Mitsubishi Corporation
		Apr. 1998	General Manager, Washington Office,
			Mitsubishi International Corporation
		Jan. 2003	Head of International Strategy Research
			Institute, Mitsubishi Corporation
		Apr. 2004	General Manager, Business Department
		Apr. 2006	CFO and SVP in charge of Corporate
			Department, Mitsubishi International
			Corporation
	Yasuyuki Sugiura	Apr. 2008	General Manager, Corporate Communications
		Department, Mitsubishi Corporation
	(September 25, 1953)
	Apr. 2009	Executive Officer and General Manager,
	Candidate for Outside Director
		Corporate Communications Department,
	Reelection
		Corporate Strategy & Planning Division
	Independent Officer
	Apr. 2012	President & Director and Head of Chicago
	Years served as Director:		Branch, Mitsubishi International Corporation	-
	Apr. 2013	Executive Vice President, Mitsubishi
	3 years
		Corporation and President & Director,
	Attendance at meetings of the		Mitsubishi Corporation (Americas)
	Apr. 2016	Advisor, Mitsubishi Corporation (current
	Board of Directors during the
		position)
5	fiscal year under review:
June 2017	Managing Director, Toyo Bunko (current
	100% (14 of 14)
		position)
		June 2021	Outside Director of the Company (current
			position)
		[Significant concurrent positions outside the Company]
		Advisor of Mitsubishi Corporation
		Managing Director of Toyo Bunko
		Outside Director of SENKO Group Holdings Co., Ltd.
		* There has been no transaction between the Company and any
		significant concurrent positions held by Yasuyuki Sugiura for
		the past three years.

[Reasons for nomination as candidate for Outside Director and outline of expected roles]

Yasuyuki Sugiura has been involved in corporate management mainly in the U.S. and Canada for many years at a general trading company, and based on his abundant international experience and a wide range of insight, he actively gives guidance and recommendations, playing an important role as Outside Director. We have therefore nominated him as a candidate for Outside Director.

If his reappointment is approved, we expect his contribution to the sustainable growth and enhancement of the corporate value of the Company over the medium to long term by utilizing his insights into global corporate management and through the supervision of management from an independent and objective perspective. In addition, as an ongoing member of the Nomination and Remuneration Committee, he will be involved in and provide supervision of decisions on officer personnel proposals and director remuneration.

- 9 -

Notes: 1. There is no special interest between any of the candidates and the Company.

1. The Company makes donations to Mizutani Foundation for Glycoscience at which Ken Mizutani serves as Chairman. Because the Foundation aims to contribute to the welfare of mankind through the development of glycoscience, the donation to the Foundation is approved by the Company's Board of Directors as an appropriate transaction that fits the Company's business objective of working on drug development, mainly glycoscience. The Company has entered into a service agreement with the Foundation, under which the Company is entrusted with part of the information systems service for the Foundation and receives a reasonable amount of consideration. The agreement is also approved by the Company's Board of Directors as an appropriate transaction. In addition, he has not received any remuneration from the Foundation, and none of his relatives are an officer or employee of the Foundation.
2. As Mio Minaki and Yasuyuki Sugiura satisfy the requirements for independent officer established by Tokyo Stock Exchange, Inc. and the Independence Criteria for Outside Officers of the Company, the Company has submitted notification to Tokyo Stock Exchange, Inc. that they have been appointed as independent officers.
3. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with an Outside Director (excluding a Director who is an executive director, etc.) to limit the scope of his or her liability for damages to the Company, in order to enable the Outside Director to fully exercise his or her duties as expected. Accordingly, the Company has entered into agreements with Mio Minaki and Yasuyuki Sugiura to limit their liability, if a case falls under requirements specified by laws and regulations regarding the liability under Article 423, paragraph 1 of the Companies Act. Pursuant to those agreements, the defined maximum amount of liability is the amount provided for under Article 425, paragraph 1 of the Companies Act. If the reappointment of Mio Minaki and Yasuyuki Sugiura is approved, the Company plans to renew the aforementioned agreements with them.
4. The Company has entered into a Directors and officers' liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act to cover the compensation for damages and litigation expenses, etc. that would be borne by the insured in the event that a claim for damages is made against the insured during the insured period due to an act committed in the execution of duties by the insured (including acts by negligence). The Company shall bear the full amount of premiums for all of the insured, and if the reappointment of each candidate is approved, he or she will become the insured under said insurance policy. In addition, the Company plans to renew the insurance policy with the same contents during the term of office.

- 10 -