Alfresa : Notice of the 21th 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation.

(Code number 2784) June 3, 2024 (The start date of measures for electronic provision May 31, 2024)

To Shareholders with Voting Rights:

Ryuji Arakawa

Representative Director & President

Alfresa Holdings Corporation

1-1-3, Otemachi, Chiyoda-ku, Tokyo, Japan

NOTICE OF

THE 21ST ORDINARY GENERAL MEETING OF SHAREHOLDERS

The 21st Ordinary General Meeting of Shareholders of Alfresa Holdings Corporation (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 matters to be provided electronically are posted on the Company's website.

The Company's website https://www.alfresa.com/eng/ir/meeting/

The same information is also posted on the website of the Tokyo Stock Exchange. Access the website below, enter the issue name (company name) "Alfresa" or the securities code "2784" to search, select "Basic information" and then "Documents for public inspection/PR information" to review the information.

The Tokyo Stock Exchange's website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders on the matters to be provided electronically, and exercise your voting rights by 5:00 p.m. on Tuesday, June 25, 2024 (JST).

You may also view the live streaming of the proceedings of the General Meeting of Shareholders via the Internet on the day of the meeting.

1. Date and Time: 10:00 a.m., Wednesday, June 26, 2024 (JST)

2. Place:	Fuji room, 4th Floor, Hotel Grand Arc Hanzomon
	1-1, Hayabusacho, Chiyoda-ku, Tokyo, Japan
	(Please refer to the "General Meeting of Shareholders Venue Map" on the last
	page. (in Japanese only))

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3. Meeting Agenda: Matters to be reported:

Proposals to be resolved:

Proposal 1: Proposal 2:

1. The Business Report, Consolidated Financial Statements, and Audit Reports of the Independent Auditor and the Audit & Supervisory Board of the
   Consolidated Financial Statements for the Company's 21st Fiscal Year (April 1, 2023 - March 31, 2024)
2. Non-consolidatedFinancial Statements for the Company's 21st Fiscal Year (April 1, 2023 - March 31, 2024)

Election of Eleven (11) Directors

Election of One (1) Audit & Supervisory Board Member

If any revisions have been made to matters to be provided electronically, the revisions will be posted on the Company's website and the Tokyo Stock Exchange's website.

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Announcement on Exercise of Voting Rights:

If attending the meeting in person:

Date and Time: 10:00 a.m., Wednesday, June 26, 2024 (JST) (Reception starts at 9:00 a.m.)

Please submit the Voting Rights Exercise Form at the reception desk. (You do not need to sign or seal.)

If you will be attending the meeting by proxy, please have the proxy submit a power of attorney and the Voting Rights Exercise Form to the reception desk at the venue. (Provisions of the Company's Articles of Incorporation limit proxies to other shareholders with voting rights.)

In order to conserve resources, please also bring this notice with you to the meeting venue.

If not attending the meeting in person:

Exercising your rights by mail:

Voting Deadline: 5:00 p.m., Tuesday, June 25, 2024 (JST)

Please mark your vote for or against the proposals on the Voting Rights Exercise Form and send it by mail without postage stamps.

Please ensure that the mail is received by the voting deadline.

If there is no indication of your vote for or against a proposal, it shall be deemed as an indication of approval.

Exercising your rights via the Internet:

Voting Deadline: 5:00 p.m., Tuesday, June 25, 2024 (JST)

Please access the designated website (https://evote.tr.mufg.jp/), and enter your votes for or against the proposals by the voting deadline.

Multiple voting

• If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailing your Voting Rights Exercise Form, your voting results via the Internet shall be deemed valid.
• If you exercise your voting rights via the Internet more than once, only your final vote shall be deemed valid.

Charges to be incurred in relation to accessing the voting rights exercise site

Charges to be incurred in relation to accessing the voting rights exercise site (Internet connection charge, etc.) shall be borne by the shareholders.

Shareholders using a smartphone

You can now exercise your voting rights using a smartphone without entering the "login ID" and "temporary password."

[Platform for Electronic Exercise of Voting Rights]

If nominee shareholders such as trust & custody services banks, etc. (including standing proxies) make prior application to use Electronic Voting Platform for Foreign and Institutional Investors operated by ICJ, Inc. established by Tokyo Stock Exchange, Inc., etc., such shareholders may use the said platform as an electromagnetic method for exercising voting rights at the General Meetings of Shareholders of the Company.

Contact for inquiries in relation to systems, etc.

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

Phone: [phone] (9:00 a.m. to 9:00 p.m. (JST), toll free)

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Information on Internet Live Streaming:

In order to enable shareholders to view the Company's General Meeting of Shareholders from their homes or other locations, the Company will offer live Internet streaming of the meeting as follows.

1. Date and time of streaming

10:00 a.m., Wednesday, June 26, 2024 (JST)

to the end of the General Meeting of Shareholders

• The live viewing website becomes accessible at around 9:30 a.m., 30 minutes before the start time.
• The live viewing will be available in Japanese only.

2. How to watch the live stream

1. Please access the "Engagement Portal" (the "Website") by entering the following URL directly on your computer or smartphone, or by reading the QR code.

URL

https://engagement-portal.tr.mufg.jp/

(QR code)

1. After accessing the Website, please follow the instructions on the screen and enter your ID and password.

1. ID: The "login ID" (15 half-width alphanumeric characters) indicated on the duplicate (right side) of the Voting Rights Exercise Form
2. Password: The "temporary password" (six digit half-width numbers) indicated on the duplicate (right side) of the Voting Rights Exercise Form
3. • Before posting your vote, please keep 1) and 2) with you or detach the duplicate (right side) of the Voting Rights Exercise Form and post it.

1. Please click the "Watch Live on the Day" button on the Website. Check the "I agree to the Terms of Use" checkbox after confirming the Terms of Use. Then click the "Watch" button.

3. Notes on viewing

1. It may not be possible to conduct live streaming due to unavoidable circumstances. In such cases, we will notify you via our website (https://www.alfresa.com/ir/meeting/).
2. Viewing the live stream is not considered to be attending the General Meeting of Shareholders under the Companies Act, and therefore you will not be able to exercise your voting rights, ask any questions, and make any comments including motions.
3. The live stream of the meeting will be limited to the shareholders only.
4. It is strictly prohibited to film, record, or save the live stream, or to make it available to the public through social media.
5. Please note that due to factors such as the Internet communication environment, video and audio may be distorted, transmission may be interrupted, and other problems may occur.
6. Please note that Internet Explorer is not supported. Also, you may not be able to view the live stream depending on your device or network environment.
7. Any costs incurred in accessing the Website for streaming (Internet connection fees, communication fees, etc.) shall be borne by the shareholder.
8. If you have lost the enclosed Voting Rights Exercise Form, please contact the following.
9. • 4 -

4. Information for Shareholders Attending the General Meeting of Shareholders

In consideration of the privacy of the shareholders and other matters, we will only film the screen image and the area around the seats of officers for the live stream. However, there may be cases where shareholders in attendance are unavoidably filmed. Thank you for your understanding.

[Contact points for inquiries regarding the Website]

Stock Transfer Agency Division,

0120-676-808 (toll free)

Mitsubishi UFJ Trust and Banking Corporation

Reception time:

9:00 a.m. to 5:00 p.m. (JST) (except Saturdays, Sundays and holidays) On the day of the General Meeting of Shareholders:

From 9:00 a.m. to the end of the General Meeting of Shareholders

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Election of Eleven (11) Directors

The terms of office of all Directors (eleven (11) Directors) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we would like to propose the election of eleven (11) Directors.

The candidates are as follows:

			Current position and responsibilities	Term of	Attendance of
No.		Name	Board of Directors'
				in the Company	office	meetings
			Position:	Representative Director &		100%
1	[To be reelected]	Ryuji Arakawa		President	8 years
Responsibilities:	(18 of 18 meetings)
			-
			Position:	Representative Director & Deputy
				President
			Responsibilities:	Assistant to the President, General		100%
2	[To be reelected]	Seiichi Kishida		Affairs, Financial Planning,	5 years
	(18 of 18 meetings)
				Corporate Communication,
				Distribution Quality Supervision,
				Compliance & Risk Management
			Position:	Representative Director & Deputy
				President
3	[To be reelected]	Yusuke Fukujin	Responsibilities:	Ethical Pharmaceuticals	4 years	100%
	Wholesaling Business, Total	(18 of 18 meetings)
				Supply Chain Service,
				International Business
			Position:	Director, Vice President &
4	[To be reelected]	Shigeki Ohashi		Executive Officer	2 year	100%
Responsibilities:	General Manager of Group	(18 of 18 meetings)
				Ethical Wholesaling Business
			Position:	Director, Vice President &
				Executive Officer
5	[To be reelected]	Toshiki Tanaka	Responsibilities:	Group Management Strategy,	2 year	100%
	Human Resources Planning, IT /	(18 of 18 meetings)
				Digital Transformation (DX),
				Regenerative Medicine Business
6	[To be reelected]	Hisashi Katsuki	Position:	Director	7 years	100%
Responsibilities:	-	(18 of 18 meetings)
7	[To be reelected]	Koichi Shimada	Position:	Director	6 years	100%
Responsibilities:	-	(18 of 18 meetings)
	[To be reelected]		Position:	Director		100%
8	[Outside Director]	Takashi Hara	Responsibilities:	Chairman, Corporate Governance	4 years
(18 of 18 meetings)
	[Independent Director]			Committee
	[To be reelected]		Position:	Director
		Responsibilities:	Chairman, Nomination and		100%
9	[Outside Director]	Manabu Kinoshita	4 years
	[Independent Director]			Remuneration Committee for		(18 of 18 meetings)
			Directors and Executive Officers
	[To be reelected]		Position:	Director		100%
10	[Outside Director]	Toshie Takeuchi	Responsibilities:	-	4 years
(18 of 18 meetings)
	[Independent Director]
	[To be reelected]		Position:	Director		100%
11	[Outside Director]	Kimiko Kunimasa	Responsibilities:	-	2 year
(18 of 18 meetings)
	[Independent Director]

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		Career summary, position and responsibilities in the Company,	Number of
No.	Name	shares of the
significant concurrent positions and note related to candidate for directors
		Company held
		April 1987	Joined Yamanouchi Pharmaceutical Co., Ltd. (currently Astellas
			Pharma Inc.)
		April 1999	Joined Chuyaku Co., Ltd. (currently Alfresa Corporation)
		June 2000	Director of Chuyaku Co., Ltd.
		June 2005	Managing Director of CS YAKUHIN CO., LTD. (currently
			Alfresa Corporation)
		June 2007	Senior Managing Director of CS YAKUHIN CO., LTD.
		June 2007	Director of the Company
		June 2008	Director, Senior Vice President & Executive Officer of CS
			YAKUHIN CO., LTD. (currently Alfresa Corporation)
	Ryuji Arakawa	April 2009	Representative Director & President of CS YAKUHIN CO.,
			LTD.
	[To be reelected]	June 2016	Director of the Company
	October 2016	Director, Vice President & Executive Officer of the Company,
		64,220
	Date of birth:		Business Development & International Business
	April 2019	Director, Vice President & Executive Officer of the Company,
	March 5, 1963
		Corporate Communication, Business Development &
	(age 61)
		International Business
1
Term of office at the	April 2020	Director, Senior Vice President & Executive Officer of the
		Company, Corporate Communication, Business Development &
	conclusion of this
		International Business
	general meeting:
	June 2020	Representative Director & President of the Company (present)
	8 years
	[Significant concurrent position]
	Attendance of Board	None
	[Note related to candidate for Director]
	of Directors'
	No conflict of special interest exists between the candidate and the Company.
	meetings:
	100% (18 out of 18
	meetings)
	[Reasons for election as candidate for Director]
	As Representative Director, Mr. Ryuji Arakawa leads the Company and its Group companies to respond appropriately and
	flexibly to changes in the business environment. In addition, he has served as Representative Director, etc., of our operating
	companies and is deeply familiar with the general operations of the Company and its operating companies. He also has a
	wealth of experience and a proven track record including playing a central role in the expansion of business fields and the
	development of international business, particularly in Asia, among other accomplishments. He has been elected as a
	candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of
	Directors, to continue to strengthen the effectiveness of the Board of Directors' decision-making and supervisory functions.

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		Career summary, position and responsibilities in the Company,	Number of
No.	Name	shares of the
significant concurrent positions and note related to candidate for directors
		Company held
		April 1982	Joined Nippon Shoji Kaisha, Ltd. (currently Alfresa Pharma
			Corporation)
		October 2008	General Manager of Accounting Department of Alfresa
			Corporation
		April 2013	General Manager of Human Resources Department of Alfresa
			Corporation
		April 2017	Executive Officer of Alfresa Corporation, General Manager of
			Human Resources Department
		April 2018	Executive Officer of the Company, General Manager of
			Financial Planning Department
		April 2019	Vice President & Executive Officer of the Company, General
			Affairs, Financial Planning, General Manager of Financial
			Planning Department
		June 2019	Director, Vice President & Executive Officer of the Company,
			General Affairs, Financial Planning, General Manager of
			Financial Planning Department
	Seiichi Kishida	April 2020	Director, Senior Vice President & Executive Officer of the
		Company, General Affairs, Financial Planning, Compliance &
	[To be reelected]		Risk Management, Internal Control
	June 2020	Director, Senior Vice President & Executive Officer of the
	Date of birth:		Company, General Affairs, Finance, Corporate	8,266
		Communication, Compliance & Risk Management
	March 31, 1960
	June 2021	Director, Senior Vice President & Executive Officer of the
	(age 64)
		Company, Financial Planning, Corporate Communication,
2	Term of office at the		Compliance & Risk Management
	April 2022	Director & Deputy President of the Company, Assistant to the
	conclusion of this
		President, Financial Planning, Corporate Communication
	general meeting:
	April 2023	Director & Deputy President of the Company, Assistant to the
	5 years
		President, General Affairs, Financial Planning, Corporate
	Attendance of Board		Communication, Compliance & Risk Management
	June 2023	Representative Director & Deputy President of the Company,
	of Directors'
		Assistant to the President, General Affairs, Financial Planning,
	meetings:
		Corporate Communication, Compliance & Risk Management
	100% (18 of 18
	April 2024	Representative Director & Deputy President of the Company,
	meetings)
		Assistant to the President, General Affairs, Financial Planning,
			Corporate Communication, Distribution Quality Supervision,
			Compliance & Risk Management (present)
		[Significant concurrent position]
		None
		[Note related to candidate for Director]
		No conflict of special interest exists between the candidate and the Company.

[Reasons for election as candidate for Director]

Mr. Seiichi Kishida has experience in the practice of accounting, human resources, etc., at our key subsidiary, Alfresa Corporation, and has served as the person in charge of such functions. He also has a wealth of experience and a proven track record including serving as the person in charge of General Affairs, Financial Planning, Corporate Communications, and Compliance & Risk Management at the Company. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors' decision-making and supervisory functions.

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		Career summary, position and responsibilities in the Company,	Number of
No.	Name	shares of the
significant concurrent positions and note related to candidate for directors
		Company held
		April 2000	Joined Fukujin Co., Ltd. (currently Alfresa Corporation)
		April 2011	General Manager of Logistics Planning Department, Logistics
			Division of Alfresa Corporation
		October 2012	General Manager of Sales Planning Department, Sales Division
			of Alfresa Corporation
		April 2014	Executive Officer of Alfresa Corporation, General Manager of
			Sales Planning Department, Sales Division
		October 2014	Executive Officer of Alfresa Corporation, General Manager of
			Management Planning Department, Management Strategy
			Division
		June 2016	Representative Director & President of Specialty Medical
			Distribution Corporation
		April 2018	Executive Officer of Alfresa Corporation, Deputy General
			Manager of Logistics Division
		April 2019	Vice President & Executive Officer of Alfresa Corporation,
	Yusuke Fukujin		General Manager of Logistics Division
		June 2019	Director, Vice President & Executive Officer of Alfresa
	[To be reelected]		Corporation, General Manager of Logistics Division
	April 2020	Director, Senior Vice President & Executive Officer of Alfresa
		2,046,788
	Date of birth:		Corporation, General Manager of Logistics Division
	June 2020	Representative Director & President of Alfresa Corporation
	June 27, 1976
		(present)
	(age 47)
3	June 2020	Director of the Company
	Term of office at the	April 2022	Director & Deputy President of the Company, Ethical
		Pharmaceuticals Wholesaling Business
	conclusion of this
	April 2023	Director & Deputy President of the Company, Ethical
	general meeting:
		Pharmaceuticals Wholesaling Business, Total Supply Chain
	4 years
		Service
	Attendance of Board	June 2023	Representative Director & Deputy President of the Company,
		Ethical Pharmaceuticals Wholesaling Business, Total Supply
	of Directors'
		Chain Service
	meetings:
	April 2024	Representative Director & Deputy President of the Company,
	100% (18 out of 18
		Ethical Pharmaceuticals Wholesaling Business, Total Supply
	meetings)
		Chain Service, International Business (present)
		[Significant concurrent position]
		Representative Director & President of Alfresa Corporation
		[Note related to candidate for Director]
		No conflict of special interest exists between the candidate and the Company.

[Reasons for election as candidate for Director]

Mr. Yusuke Fukujin is serving as Representative Director & President of Alfresa Corporation, which is our subsidiary that plays a core role in Ethical Pharmaceuticals Wholesaling Business, and is deeply familiar with the general operations of this business. In addition, he plays a central role in sales and distribution initiatives for specialty pharmaceuticals, a focus area for the Group, and also in the development of new business models. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors' decision-making and supervisory functions.

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		Career summary, position and responsibilities in the Company,	Number of
No.	Name	shares of the
significant concurrent positions and note related to candidate for directors
		Company held
		March 1988	Joined Showa Pharmaceuticals Co., Ltd. (currently Alfresa
			Pharma Corporation)
		October 2008	General Manager of Eastern Tokyo Sales Department, Sales
			Division of Alfresa Corporation
		October 2016	General Manager of Product Administration Department,
			Logistics Division of Alfresa Corporation
		April 2018	Executive Officer of Alfresa Corporation, General Manager of
			Sales Strategy Department, Pharmaceuticals Sales Division
		October 2019	Executive Officer of Alfresa Corporation, Deputy General
			Manager (in Charge of Sales Reforms) of Corporate Business
			Coordination Division
		April 2020	Vice President & Executive Officer of the Company, Group
	Shigeki Ohashi		Business & Affiliate Control, Group Information System
		June 2021	Vice President & Executive Officer of the Company, General
	[To be reelected]		Affairs, Group Business & Affiliate Control, Group Information
		System, Human Resources Planning
			5,300
	Date of birth:	April 2022	Vice President & Executive Officer of the Company, Group
		Business & Affiliate Control, Group Information System,
	January 17, 1965
		Business Development & International Business
	(age 59)
	June 2022	Director, Vice President & Executive Officer of the Company,
4
Term of office at the		Group Business & Affiliate Control, Group Information System,
		Business Development & International Business
	conclusion of this
	April 2023	Director, Vice President & Executive Officer of the Company,
	general meeting:
		General Manager of Group Ethical Wholesaling Business,
	2 years
		International Business
	Attendance of Board	April 2024	Director, Vice President & Executive Officer of the Company,
		General Manager of Group Ethical Wholesaling Business
	of Directors'
		(present)
	meetings:
	[Significant concurrent position]
	100% (18 out of 18
	None
	meetings)
	[Note related to candidate for Director]
		No conflict of special interest exists between the candidate and the Company.

[Reasons for election as candidate for Director]

Mr. Shigeki Ohashi has a wealth of experience including holding key positions in the Sales Division, etc., of Alfresa Corporation, which is our important subsidiary. He is deeply familiar with the general operations of the Company and its operating companies through his careers including serving as the person in charge of General Affairs, Group Business & Affiliate Control, Human Resources Planning, Business Development, International Business, and Group Ethical Wholesaling Business at the Company. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors' decision-making and supervisory functions.

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