Kaken Pharmaceutical : Notice of Convocation the 104th Ordinary General Meeting of Shareholders

These documents have been translated from a part of Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the Japanese originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code 4521)

June 6, 2024

To Our Shareholders:

Hiroyuki Horiuchi

President and Representative Director

KAKEN PHARMACEUTICAL CO., LTD.

28-8, Honkomagome 2-chome,Bunkyo-ku, Tokyo, Japan

NOTICE OF CONVOCATION

THE 104th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are hereby informed that the 104th Ordinary General Meeting of Shareholders of KAKEN PHARMACEUTICAL CO., LTD. (the "Company") (the "Meeting") will be held for the purposes as described below.

In convening the Meeting, the Company has taken measures for electronic provision and has posted the matters subject to measures for electronic provision on the following website on the Internet as the Notice of Convocation of the 104th Ordinary General Meeting of Shareholders (the "Notice").

<>	<
https://www.kaken.co.jp/english/invest/stoc	Shareholders' Meeting>>
k/shareholders_meeting.html	https://www.soukai-portal.net
	(in Japanese only)
	*Please refer to "Information on The Portal of
	Shareholders' Meeting" on page 4 of the
	Japanese original version (in Japanese only).

If you are unable to attend the Meeting, you may exercise your voting rights by either of the following methods. Please review the Reference Documents for the Meeting and exercise your voting rights by 5:30 p.m. on June 26, 2024 (Japan Standard Time).

In addition, the proceedings of the Meeting will be streamed live on the Internet (viewing only) for shareholders. For details, please refer to the enclosed "Information on Live Streaming of the General Meeting of Shareholders" (in Japanese only).

[Exercising voting rights in writing]

Please indicate your approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form and return it to the Company to be received by the deadline above. If there is no indication of approval or disapproval of a proposal, it will be treated as an indication of approval.

[Exercising voting rights via the Internet]

Please refer to "Information on Exercising Voting Rights via the Internet" on pages 3 and 4 of the Japanese original version (in Japanese only) and follow the on-screen instructions to exercise your approval or disapproval for the proposals by the deadline above.

If voting rights are exercised both in writing and via the Internet, the vote submitted via the Internet shall be treated as the valid exercise of voting rights.

If voting rights are exercised via the Internet more than once, the final vote submitted shall be treated as the valid exercise of voting rights.

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1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time) (reception desk opens at 9:00 a.m.)

2. Place:	Bellesalle Jimbocho, 3F meeting room (Sumitomo Realty & Development
	CHIYODA FIRST BUILDING SOUTH)
	2-1, Nishikanda 3-chome,Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:

Matters for Reporting: 1. Report on Business Operations, Consolidated Financial Statements, and the

audit reports by the Independent Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the Company's 104th Fiscal Year (April 1, 2023 - March 31, 2024)

2. Non-Consolidated Financial Statements for the Company's 104th Fiscal Year (April 1, 2023 - March 31, 2024)

Matters for Resolution:

Proposal No. 1: Approval for the Appropriation of Surplus

Proposal No. 2: Election of Eight Directors

Proposal No. 3: Grant of Bonuses to Directors

4. Other Matters with regard to Convocation of the Meeting:

1. The materials for the Meeting of that were sent to shareholders exclude the following items from the matters subject to measures for electronic provision, pursuant to the provisions of the relevant laws and regulations and the Company's Articles of Incorporation. The Audit & Supervisory Board members and the Independent Auditors audit the documents subject to audit, including the following items. Please note that these materials will be sent uniformly regardless of whether or not a request for delivery of the documents has been made.

[Report on Business Operations] "Principal business," "Major offices and plants," "Status of employees," "Principal lenders and amount of borrowings," "Other important matters regarding the current status of the group (the corporate group)" from Matters regarding the current status of the group (the corporate group); Matters regarding the Company's share acquisition rights, etc.; "Outline of the contents of liability limitation agreements," "Outline of the contents of directors and officers liability insurance contract," "Matters regarding outside officers" from Matters regarding company officers; Status of Independent Auditors; Systems to ensure that the execution of duties by Directors complies with laws and regulations and the Articles of Incorporation, other systems to ensure the properness of operations, and the status of operation of the systems; Basic policy regarding persons who control the decisions on the Company's financial and business policies; and Policy on determination of the dividends of surplus

[Consolidated Financial Statements] Consolidated Statements of Changes in Net Assets, Notes to Consolidated Financial Statements

[Non-Consolidated Financial Statements] Non-Consolidated Balance Sheets, Non-Consolidated Statements of Income, Non-Consolidated Statements of Changes in Net Assets, Notes to Non- Consolidated Financial Statements

1. [Audit Reports] Independent Auditor's Audit Report on the Consolidated Financial Statements, Independent Auditor's Audit Report on the Non-Consolidated Financial Statements, Audit Report of the Audit & Supervisory Board

2. As to exercising your voting right by proxy, it can only be entrusted to one shareholder of the Company who also holds a voting right. In this case, a written proof of proxy must be submitted to the Company.

Notes: 1. If you attend the Meeting, please present the enclosed Voting Right Exercise Form at the reception desk at the Meeting.

2. Should the matters subject to measures for electronic provision require revisions, this information, as well as the matters before and after revision, will be posted on the Company's website and on the Sumitomo Mitsui Trust Bank: The Portal of Shareholders' Meeting listed on the previous page.

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Reference Documents for the Meeting

Proposals and References

Proposal No. 1: Approval for the Appropriation of Surplus

Considering the financial results, future business development, and other factors, the Company proposes to pay the following as the year-end dividend for the fiscal year 2023:

1. Form of dividends Cash
2. Allocation of dividends to shareholders and total amount of allocation ¥75 per common share
   Total amount of ¥2,842,344,525
   Since the Company has paid the interim dividend of ¥75 per share, the annual dividend for the fiscal year under review will be ¥150 per share.
3. Effective date of distribution of surplus for dividends

June 28, 2024

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Proposal No. 2: Election of Eight Directors

Since the Articles of Incorporation of the Company stipulates that the term of office of Director should be one year, the term of all eight Directors of the Company will expire at the closing of the Meeting.

Accordingly, the Company proposes the election of eight Directors (including three Outside Directors). The candidates for Director were determined by the Board of Directors upon deliberation by the Nomination and Compensation Committee, the majority of whose members are Outside Directors.

The candidates for Director are as follows:

				Positions and Responsibilities at the	Attendance at the
No.		Name		Board of Directors'
		Company
				Meetings
1	Male	Hiroyuki Horiuchi	Reappointment	President and Representative Director	100%
(19/19 meetings)
				Director, Production Division, Corporate
				Planning & Coordination Department,	100%
2	Male	Masashi Suzudo	Reappointment	Human Resources Department, Secretary
(19/19 meetings)
				Department, and Corporate Communications
				Department
				Director, Marketing & Sales Division,
3	Male	Masahiro Matsuura	Reappointment	Legal Affairs & Intellectual Property	100%
Department, and General Affairs	(19/19 meetings)
				Department
				Director, R&D Division, Regulatory Affairs
4	Male	Mitsuru Watanuki	Reappointment	Division, and Business Development	100%
Department	(14/14 meetings)
				Chief Officer, R&D Division
5	Male	Yasuhiro Umeda	New Candidate	-	-
			Reappointment		100%
6	Male	Shoichiro Takagi	Outside	Outside Director
(19/19 meetings)
			Independent
			Reappointment		100%
7	Male	Yasutomo Inoue	Outside	Outside Director
(19/19 meetings)
			Independent
			New Candidate
8	Female	Satoko Ishikawa	Outside	-	-
			Independent

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	Name			Number of
No.	Career Summary, Present Position, Responsibilities,	Shares of the
(Date of Birth)		and Significant Concurrent Positions	Company
				Held
		April 1984	Joined the Company
		October 2010	General Manager, Hiroshima Branch
		April 2014	General Manager, Osaka Branch
		July 2015	Corporate Officer, General Manager, Osaka
			Branch
	Hiroyuki Horiuchi	April 2016	Corporate Officer, General Manager,
		Marketing & Sales Department
	(March 21, 1962)
	June 2016	Director, General Manager, Marketing &	7,700
			Sales Department
	Male		shares
	April 2017	Director, Chief Officer, Marketing & Sales
1	Reappointment		Division
June 2018	Managing Director, Chief Officer, Marketing &
			Sales Division
		June 2020	President and Representative Director
			Chief Officer, Marketing & Sales Division
		June 2021	President and Representative Director (to
			present)
	[Reasons for selection as	candidate for Director]
	Mr. Hiroyuki Horiuchi has extensive experience in marketing sections, and has demonstrated achievements as an
	executive after appointment as President and Representative Director of the Company in 2020. Thus, the Company
	has determined Mr. Horiuchi to be suitable to continue serving as Director of the Company and selected him as a
	candidate for Director.
		April 1985	Joined The Fuji Bank, Limited (currently
			Mizuho Bank, Ltd.)
		September 2009	President, ZAO Mizuho Corporate Bank
			(Moscow)
		April 2014	General Manager, Global Career Management
			Division, Mizuho Financial Group, Inc.
		April 2016	Joined the Company
		April 2018	General Manager, General Affairs
			Department
		July 2019	Corporate Officer, General Manager, General
			Affairs Department
		April 2020	Corporate Officer, General Manager,
	Masashi Suzudo		Corporate Planning & Coordination
		Department
	(August 12, 1962)
	June 2021	Director (in charge of Production Division and	3,200
			Corporate Planning & Coordination
	Male		shares
		Department)
	Reappointment		General Manager, Corporate Planning &
2		Coordination Department
		April 2023	Director (in charge of Production Division,
			Corporate Planning & Coordination
			Department and Secretary Department)
		June 2023	Director (in charge of Production Division,
			Corporate Planning & Coordination
			Department, Human Resources Department
			and Secretary Department)
		January 2024	Director (in charge of Production Division,
			Corporate Planning & Coordination
			Department, Human Resources Department,
			Secretary Department and Corporate
			Communications Department) (to present)

[Reasons for selection as candidate for Director]

With extensive experience and knowledge acquired through international operations at financial institutions, Mr. Masashi Suzudo has served as General Manager of General Affairs Department and then as General Manager of Corporate Planning & Coordination Department after joining the Company. He also has abundant insight and achievements in IR, management strategy, and corporate governance. Thus, the Company has determined Mr. Suzudo to be suitable to continue serving as Director of the Company and selected him as a candidate for Director.

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	Name			Number of
No.	Career Summary, Present Position, Responsibilities,	Shares of the
(Date of Birth)		and Significant Concurrent Positions	Company
				Held
		April 1994	Joined the Company
		April 2016	General Manager, Corporate Planning &
			Coordination Department
		July 2018	Corporate Officer, General Manager,
			Corporate Planning & Coordination
			Department
		April 2020	Corporate Officer (in charge of Business
			Development Department)
		June 2020	Director (in charge of Business Development
			Department and Special Assignments)
		June 2021	Director (in charge of Marketing & Sales
			Division, Business Development Department
	Masahiro Matsuura		and Special Assignments)
	June 2022	Director (in charge of Marketing & Sales
	(August 19, 1969)
		Division and Business Development	5,400
	Male		Department)	shares
	Reappointment	June 2023	Director (in charge of Marketing & Sales
3		Division, Legal Affairs & Intellectual
		Property Department and General Affairs
			Department)
		January 2024	Director (in charge of Marketing & Sales
			Division, Legal Affairs & Intellectual
			Property Department and General Affairs
			Department)
			General Manager, General Affairs
			Department
		April 2024	Director (in charge of Marketing & Sales
			Division, Legal Affairs & Intellectual
			Property Department and General Affairs
			Department) (to present)

[Reasons for selection as candidate for Director]

Mr. Masahiro Matsuura has extensive experience in marketing sections, and has demonstrated achievements in corporate governance and management strategy after appointment as General Manager of Corporate Planning & Coordination Department in 2016. In addition, he has engaged in the in- and out-licensing of pharmaceutical products after assuming the post of Director in 2020. Thus, the Company has determined Mr. Matsuura to be suitable to continue serving as Director of the Company and selected him as a candidate for Director.

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	Name			Number of
No.	Career Summary, Present Position, Responsibilities,	Shares of the
(Date of Birth)		and Significant Concurrent Positions	Company
				Held
		April 1989	Joined the Company
		April 2015	General Manager, Clinical Development
			Department
	Mitsuru Watanuki	April 2017	General Manager, R&D Planning & Project
		Management Department
	(September 4, 1964)
	April 2020	Deputy Chief Officer, R&D Division	2,400
		July 2021	Chief Officer, R&D Division
	Male	shares
	July 2022	Corporate Officer
	Reappointment		Chief Officer, R&D Division
4	June 2023	Director (in charge of R&D Division, Regulatory
			Affairs Division, and Business Development
			Department)
			Chief Officer, R&D Division (to present)
	[Reasons for selection as	candidate for Director]
	Mr. Mitsuru Watanuki has extensive experience in R&D sections, and has served as General Manager of the
	Clinical Development Department, General Manager of the R&D Planning & Project Management Department,
	and Chief Officer of the R&D Division. He also has broad knowledge and insight into the group's R&D-related
	businesses based on his achievements in product development. Thus, the Company has determined Mr. Watanuki
	to be suitable to continue serving as Director of the Company and selected him as a candidate for Director.
		April 1993	Joined The Norinchukin Bank
	Yasuhiro Umeda	July 2017	General Manager, Food & Agri Business
		Planning Division., The Norinchukin Bank
	(December 2, 1970)	April 2018	General Manager, Corporate Business Division.	0
			III, The Norinchukin Bank
	Male		shares
	April 2021	Managing Executive Officer, The Norinchukin
5	New Candidate	April 2024	Bank
		Executive Advisor, The Norinchukin Bank (to
			present) (Scheduled to retire on June 26, 2024)
	[Reasons for selection as	candidate for Director]
	Mr. Yasuhiro Umeda has extensive corporate experience serving at financial institutions. The Company believes
	that Mr. Umeda will contribute to the Company by providing his insight including financial analysis fostered in his
	previous career to business execution of the Company, and thus the Company has determined Mr. Umeda to be
	suitable to serve as Director of the Company and selected him as a candidate for Director.

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	Name			Number of
No.	Career Summary, Present Position, Responsibilities,	Shares of the
(Date of Birth)		and Significant Concurrent Positions	Company
				Held
		April 1983	Joined the Japan Tobacco and Salt Public
			Corporation (currently Japan Tobacco Inc.)
		November 2002	Representative Director and President,
			Iipingshang Foods Corporation
		March 2007	Representative Director and President, Saint-
	Shoichiro Takagi		Germain Co., Ltd.
	June 2011	Member of the Board, Director, Deputy
	(January 13, 1961)
		Leader of Pharmaceutical Marketing &
	Male		Promotion Group, TORII
		PHARMACEUTICAL CO., LTD.	500
	Reappointment	June 2013	Representative Director, President and Chief	shares
	Outside Director		Executive Officer, TORII
6		PHARMACEUTICAL CO., LTD.
	March 2019	Resigned from Representative Director,
	Independent Director
		President and Chief Executive Officer, TORII
			PHARMACEUTICAL CO., LTD.
		March 2019	Part-time Advisor, Pharmaceutical Business,
			Japan Tobacco Inc.
		December 2019	Retired from Japan Tobacco Inc.
		June 2020	Director of the Company (to present)
	[Reasons for selection as	candidate for Outside Director and an overview of expected roles]
	Mr. Shoichiro Takagi has experience, achievements, and insight from corporate management at several companies
	including the pharmaceutical industry. The Company believes that Mr. Takagi will contribute to the Company by
	providing advice for the medium- to long-term growth of Company based on his knowledge fostered as a corporate
	management and serving as a supervisor of business execution as an independent director, and thus, the Company
	has selected him again as a candidate for Outside Director.
		April 1999	Registered as attorney at law
		April 1999	Joined Takahashi Sogo Law Office
		October 2011	Established Nagahama, Mizuno & Inoue
	Yasutomo Inoue		Partner, Nagahama, Mizuno & Inoue (to
		present)
	(July 14, 1960)
	June 2012	Dispute Resolution Committee Member, the
	Male		General Insurance Association of Japan (to	100
			present)
	Reappointment	September 2015	Outside Auditor, Synchro Food Co., Ltd. (to	shares
	Outside Director		present)
7	June 2021	Director of the Company (to present)
	[Significant concurrent positions]
	Independent Director
	Partner, Nagahama, Mizuno & Inoue
		Outside Auditor, Synchro Food Co., Ltd.
		Dispute Resolution Committee Member, the General Insurance
		Association of Japan
	[Reasons for selection as	candidate for Outside Director and an overview of expected roles]
	As an attorney at law, Mr. Yasutomo Inoue has experience and professional expertise acquired through corporate
	legal work. The Company believes that Mr. Inoue will contribute to the Company by providing advice for the
	medium- to long-term growth of Company based on his knowledge as an attorney and serving as a supervisor of
	business execution as an independent director, and thus, the Company has selected him again as a candidate for
	Outside Director.

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	Name			Number of
No.	Career Summary, Present Position, Responsibilities,	Shares of the
(Date of Birth)		and Significant Concurrent Positions	Company
				Held
		April 2012	Director, Tokyo Pharmaceutical Association
		April 2015	Associate Professor, Education Research
			Center for Pharmaceutical Sciences, Faculty
	Satoko Ishikawa		of Pharmacy, Keio University
	April 2017	Director, Pharmaceutical Common
	(December 24, 1964)
		Achievement Tests Organization (to present)
	Female	October 2018	Board Member, Japan Society for	0
			Pharmaceutical Education (to present)
	New Candidate	April 2023	Professor, Education Research Center for	shares
	Outside Director		Pharmaceutical Sciences, Faculty of
8		Pharmacy, Keio University (to present)
	[Significant concurrent positions]
	Independent Director
	Professor, Education Research Center for Pharmaceutical Sciences,
		Faculty of Pharmacy, Keio University
		Director, Pharmaceutical Common Achievement Tests Organization
		Board Member, Japan Society for Pharmaceutical Education
	[Reasons for selection as	candidate for Outside Director and an overview of expected roles]
	Ms. Satoko Ishikawa has extensive professional expertise as a Doctor of Pharmacy and a Professor at a university.
	The Company believes that Ms. Ishikawa will contribute to the Company by providing advice for the medium- to
	long-term growth of the Company based on her specialized knowledge fostered at a university etc. and serving as
	a supervisor of business execution as an independent director, and thus, the Company has selected her as a candidate
	for Outside Director.

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(Notes) 1. There is no special interest between the Company and any of the above candidates for Director.

1. Mr. Shoichiro Takagi, Mr. Yasutomo Inoue and Ms. Satoko Ishikawa are candidates for Outside Directors.
2. Mr. Shoichiro Takagi and Mr. Yasutomo Inoue have been designated as Independent Directors/Corporate Auditors by the Company under the provisions of Tokyo Stock Exchange, and the notification was submitted to Tokyo Stock Exchange. If their reappointment is approved, the Company will continue to have them serve as Independent Directors/Corporate Auditors. Ms. Satoko Ishikawa will also be designated as an Independent Director/Corporate Auditor, and the notification will be submitted to Tokyo Stock Exchange.
3. Although Ms. Satoko Ishikawa does not have any experience in getting directly involved in corporate management before assuming the office of Director of the Company, the Company considers that she can properly carry out her duties as Outside Director due to her extensive professional expertise and an insight based on her experience as a Doctor of Pharmacy and a Professor of a university.
   Ms. Satoko Ishikawa serves as a Professor of Education Research Center for Pharmaceutical Sciences, Faculty of Pharmacy at Keio University, to which the Company group makes donations. This donation is not provided to individual professors or her affiliated division, Education Research Center for Pharmaceutical Sciences, Faculty of Pharmacy, Keio University. In addition, the donation amount is less than 0.1% of the annual total income of the university in the latest fiscal year, and is less than ¥10 million throughout the year, and in light of its amount and nature, the Company considers there is no risk of conflicts of interest with the general shareholders.
   There is no business transaction between the Company and both Pharmaceutical Common Achievement Tests Organization and Japan Society for Pharmaceutical Education, and no donation has been made to both Pharmaceutical Common Achievement Tests Organization and Japan Society for Pharmaceutical Education.
4. Mr. Shoichiro Takagi's term as Outside Director of the Company will be four years at the closing of the Meeting.
5. Although Mr. Yasutomo Inoue does not have any experience in corporate management other than as an outside officer, the Company considers that he can properly carry out his duties as Outside Director due to his experience and professional expertise through corporate legal work as an attorney at law. Mr. Yasutomo Inoue's term as Outside Director of the Company will be three years at the closing of the Meeting.
   There are no advisory agreements between Nagahama, Mizuno & Inoue and the Company. There are no business transactions between Synchro Food Co., Ltd., or the General Insurance Association of Japan and the Company.
6. TORII PHARMACEUTICAL CO., LTD., where Mr. Shoichiro Takagi served as Representative Director, President and Chief Executive Officer until March 2019, was subject to a cease and desist order and a surcharge payment order under the Antimonopoly Act from the Japan Fair Trade Commission in March 2020 for the sale of the "Calvan Tablets" conducted during his tenure.
7. The Company has agreements with Mr. Shoichiro Takagi and Mr. Yasutomo Inoue to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427, Paragraph 1 of the said Act, to the minimum amount provided by laws and regulations. If Mr. Shoichiro Takagi and Mr. Yasutomo Inoue are reappointed at the Meeting, the Company will continue the said agreements with them. In addition, if the election of Ms. Satoko Ishikawa is approved, the Company will enter into the said agreement with her to limit her liability for damages.

9. The Company has entered into a directors and officers liability insurance contract with an insurance company that insures Directors as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance covers damages which may be incurred by Directors as a result of execution of their duties and assuming liability for such execution duties. Each candidate, if elected, will be included as the insured under the insurance contract. The Company plans to renew the contract with the same terms and condition at the time of the next renewal.

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