Nippon Shinyaku : Notice of The 161st Annual General Meeting of Shareholder

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: 4516) Date of issue: June 10, 2024

To Shareholders with Voting Rights:

Toru Nakai

Representative Director, President

Nippon Shinyaku Co., Ltd.

14, Nishinosho-Monguchi-cho,

Kisshoin, Minami-ku, Kyoto, Japan

NOTICE OF

THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

You are cordially informed of the 161st Annual General Meeting of Shareholders of Nippon Shinyaku Co., Ltd. (the "Company"). The meeting will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and has posted the matters subject to the measures for electronic provision as "NOTICE OF THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS" on the Company's website on the Internet indicated below.

The Company's website: https://www.nippon-shinyaku.co.jp/english/ir/ir_stock/smeeting.php

Matters subject to the measures for electronic provision are also posted on the website of the Tokyo Stock Exchange (TSE) indicated below, in addition to the Company's website. When you access the TSE website, search for the Company by entering "Nippon Shinyaku" in the "Issue name (company name)" field or "4516" in the "Code" field. On the search results page, select "Basic information" and then "Documents for public inspection/PR information," and click "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection" to review the information.

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

If you do not attend the meeting, you can exercise your voting rights either by postcard or via the Internet, so please review the attached Reference Documents for the General Meeting of Shareholders and indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it by 5:30 p.m. on Wednesday, June 26, 2024, Japan time, or access the website for exercising voting rights (https://evote.tr.mufg.jp/) and input your vote for or against the proposal.

1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time

Head Office Auditorium of Nippon Shinyaku Co., Ltd. located at 14, Nishinosho-Monguchi-cho, Kisshoin, Minami-ku, Kyoto, Japan

(When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.)

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3. Meeting Agenda:

Matters to be reported: 1.The Business Report, Consolidated Financial Statements for the Company's 161st

	Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
	Accounting Auditor and the Audit & Supervisory Board of the Consolidated
	Financial Statements
	2.Non-consolidated Financial Statements for the Company's 161st Fiscal Year
Proposals to be resolved:	(April 1, 2023 - March 31, 2024)
Appropriation of Surplus
Proposal 1:
Proposal 2:	Election of 12 Directors
Proposal 3:	Election of 2 Audit & Supervisory Board Members
Proposal 4:	Introduction of a Restricted Stock Remuneration Plan for Directors (Excluding
	Outside Directors)

4. Matters Determined in Regard to the Convocation

・If voting rights are exercised both in writing and via the Internet, the vote submitted via the Internet shall be considered the valid exercise of voting rights. If voting rights are exercised multiple times via the Internet, the final vote submitted shall be considered the valid exercise of voting rights.

・If there is no indication of a vote for against a specific proposal on the Voting Rights Exercise Form, it shall be deemed as an indication of approval to that proposal.

・Pursuant to the provisions of relevant laws and regulations and Article 16 of the Company's Articles of Incorporation, the following matters are posted on the Company's website and the TSE website, thus they are not provided in the paper-based documents delivered to shareholders. In addition, the Audit & Supervisory Board Members and the Accounting Auditor have audited the documents to be audited, including the following matters.

[Business Report]

The following matters regarding the current status of the corporate group: "Issues to be addressed," "Trends in assets and profit and loss," "Main businesses," "Main offices and plants," "Status of employees," matters concerning the Company's shares, the following matters concerning the Company's officers: "Matters concerning outside officers," matters concerning the Accounting Auditor, matters concerning the Company's structure and policies

[Consolidated Financial Statements]

Consolidated Statement of Changes in Net Assets and Notes to the Consolidated Financial Statements [Non-consolidated Financial Statements]

Balance Sheet, Income Statement, Non-consolidated Statements of Changes in Net Assets, and Notes to the Non-Consolidated Financial Statements

[Audit Reports]

Audit Report of the Accounting Auditor on the Consolidated Financial Statements, Audit Report of the Accounting Auditor, and Audit Report of the Audit & Supervisory Board Members

≪Note≫

Should the matters subject to the measures for electronic provision require revisions, the revisions will be posted on the relevant websites on which the matters are posted.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Our policy on returning profits appropriately to shareholders is maintaining stable dividends while taking into consideration the dividend on equity (DOE) ratio.

In accordance with our basic policy of maximizing corporate value, we will work to enhance our R&D pipeline by bolstering our research and development structure, and we will strive to further strengthen our management base while balancing investment and return of profits in order to develop a corporate structure capable of withstanding increasingly intense competition.

Based on the above policy, the year-end dividend for the fiscal year is proposed as follows:

1. Type of Dividend: Cash
2. Items relating to the allocation of dividend assets to shareholders and its total amount: JPY62 per share of common stock of the Company
   Total amount: JPY4,175,870,996
   Together with the interim dividend of JPY62 per share, the annual dividend will be JPY124 per share.
3. Effective Date of Distribution of Retained Earnings:

Friday, June 28, 2024

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Proposal 2: Election of 12 Directors

The terms of office of all 12 Directors, including 4 Outside Directors, will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of 12 Directors, including 4 Outside Directors, is proposed.

The candidates are as follows:

								Current positions and	Tenure	Attendance	Significant concurrent
No.							Name	at Board of
						responsibilities at the	of	Directors	positions
								Company	office
								meetings
								Representative Director,		100%	Chairman,
									Kyoto Employers' Association
1		Reappointment	Shigenobu Maekawa	19
	Chairman	(14/14)	Outside Director,
											KYOCERA Corporation
								Representative Director,		100%
2		Reappointment	Toru Nakai	5
	President	(14/14)
								Managing Director,		100%
3		Reappointment	Shouzou Sano	9
	Sales and Marketing	(14/14)
								Director,
								Personnel, General Affairs,		100%
4		Reappointment	Takashi Takaya	Risk Management,	6
	(14/14)
								Compliance
								& Digital Transformation
								Director,		100%
5		Reappointment	Takanori Edamitsu	Business Management,	6
	(14/14)
								& Sustainability
								Director,		100%
6		Reappointment	Kazuchika Takagaki	3
	Research & Development	(14/14)
								Director,		100%
7		Reappointment	Hitoshi Ishizawa	3
	Functional Food	(14/14)
								Director,		100%
8		Reappointment	Hitomi Kimura	Resource Procurement,	3
	(14/14)
								Production & Assurance
											Joint Owner,
											Hanamizuki Law Office
											Member of the Board,
		Reappointment				100%
9		Miyuki Sakurai	Outside Director	7	NIPPON SHOKUBAI CO.,
			Outside
					(14/14)	LTD.
			Independent
								Outside Auditor,
											MBS MEDIA HOLDINGS,
											INC.
											Part-time physician,
		Reappointment				100%
					Department of Maternal
10				Outside			Yoshinao Wada	Outside Director	5
				(14/14)	Medicine, Osaka Women's
			Independent
								and Children's Hospital
											Representative Partner,
											Amanda Life Consulting LLC.
		Reappointment				100%	Outside Director, Panasonic
11				Outside			Yukari Kobayashi	Outside Director	3	Connect Co., Ltd.
				(14/14)
			Independent					Outside Director,
											Bridgestone Corporation
											CEO, JC1 LLC
		Reappointment				100%
12				Outside			Mayumi Nishi	Outside Director	1
				(11/11)
			Independent

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No.		Name	Past experience, positions and responsibilities at the Company	Number of
	shares of the
	(Date of birth)		and significant concurrent positions
			Company held
				April 1976	Joined the Company
				March 1992	Transfer to Japan Federation of Employers' Associations
				April 2002	Department Manager, Corporate Planning Department,
					Corporate Strategy Office
				April 2004	Corporate Officer
				June 2005	Director
				June 2005	Corporate Planning, Finance & Accounting, and Information
					system, and Department Manager, Corporate Planning
					Department
				June 2006	Managing Director
		Reappointment		April 2007	General Manager, Corporate Planning, Finance & Accounting,
	Shigenobu Maekawa		and Information system
	June 2007	Representative Director, President
1	(January 18, 1953)	June 2021	Representative Director, Chairman (current position)	53,400
Tenure of office:	June 2023	Outside Director, KYOCERA Corporation (current position)
	[Significant concurrent positions]
		19 years
		Chairman, Kyoto Employers' Association
	Attendance at Board	Outside Director, KYOCERA Corporation
	of Directors meetings:	[Reasons for the nomination for Director]
	100%		After joining the Company in 1976, Mr. Shigenobu Maekawa assumed positions
	(14/14)
		including Department Manager, Corporate Planning Department from 2002,
				Director in charge of Corporate Planning, Finance & Accounting, and Information
				System from 2005, Managing Director from 2006, President from 2007, and
				Chairman (current position) from 2021. The Company nominates him for Director
				as he has a wealth of experience and broad insight as a business manager and he
				appropriately manages the Board of Directors by chairing meetings as a
				Representative Director.
				April 1995	Joined the Company
				April 2016	Department Manager, Business Planning Department
				April 2018	Acting General Manager, Corporate Planning (NS Pharma, Inc.)
				April 2019	General Manager, Global Business Division, Attached to Global
					Business Division (NS Pharma, Inc.)
				June 2019	Director
				June 2019	General Manager, Global Business; Head of Global Business
					Division
				June 2021	Representative Director, President (current position)
2		Reappointment		11,100
	Toru Nakai	[Reasons for the nomination for Director]
		After joining the Company in 1995, Mr. Toru Nakai assumed positions including
	(December 23, 1971)
	Department Manager, Business Planning Department from 2016. Further, in 2018,
	Tenure of office:	he was transferred to U.S. subsidiary NS Pharma, Inc. (General Director, Corporate
	Planning of U.S. branch). In 2019, he was General Manager, Global Business
		5 years
		Division and later became Director in charge of Global Business. He assumed the
	Attendance at Board	position of President (current position) from 2021. The Company nominates him for
	Director as he has a wealth of experience in global business and broad insight into
	of Directors meetings:	such field and he has been fully demonstrating leadership as a member of the
	100%		management team of the Company.
	(14/14)

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No.		Name	Past experience, positions and responsibilities at the Company	Number of
	shares of the
	(Date of birth)		and significant concurrent positions
			Company held
				April 1984	Joined the Company
				April 2008	Department Manager, Saitama Branch Office, Sales and
					Marketing
				April 2010	Corporate Officer; Department Manager, Osaka Branch Office,
					Sales Promotion Division, Sales and Marketing
				April 2013	Corporate Officer; Head of Tokyo Area Division, Sales and
					Marketing
				April 2015	Corporate Officer; Head of Sales and Marketing
				June 2015	Director
				June 2015	General Manager, Sales and Marketing; Head of Sales and
		Reappointment
				Marketing Division (current position)
3					7,200
	Shouzou Sano	June 2019	Managing Director (current position)
		(July 14, 1960)	[Reasons for the nomination for Director]
	Tenure of office:	After joining the Company in 1984, Mr. Shouzou Sano assumed positions including
	Department Manager of Saitama Branch Office from 2008, Department Manager of
		9 years
		Osaka Branch Office from 2010, Head of Tokyo Area Division from 2013, Director
	Attendance at Board	in charge of Sales and Marketing (current position) from 2015, and Managing
		of Directors	Director (current position) from 2019. The Company nominates him for Director as
		he has a wealth of business experience in sales division of medical products and
		meetings:
		broad insight into such field.
	100%
	(14/14)
				April 1984	Joined the Company
				April 2005	Department Manager, Marketing Department, Sales and
					Marketing
				April 2009	Department Manager, Marketing Department, Sales and
					Marketing Planning Division, Sales and Marketing
				April 2010	Department Manager, Marketing and Planning Department,
					Sales and Marketing Planning Division, Sales and Marketing
				April 2011	Head of Sales and Marketing Planning Division, Sales and
					Marketing
				April 2012	Corporate Officer; Head of Sales and Marketing Planning
		Reappointment
				Division, Sales and Marketing
		Takashi Takaya	June 2018	Director (current position)
		June 2018	General Manager, Administration
	(November 13, 1960)
4	April 2022	General Manager, Personnel, General Affairs, Risk	5,300
				Management, Compliance & Digital Transformation (current
	Tenure of office:		position)
		6 years	[Reasons for the nomination for Director]
	Attendance at Board	After joining the Company in 1984, Mr. Takashi Takaya assumed positions
	including Manager, Business Planning Section, Tokyo Branch Office from 1999,
	of Directors meetings:	Section Manager, Corporate Strategy Department from 2001, Manager, Planning
	100%		Section, Marketing and Planning Department from 2003, Department Manager,
	(14/14)		Marketing Department from 2005, Department Manager, Marketing and Planning
				Department from 2010, Head of Sales and Marketing Planning Division from 2011,
				and Director in charge of Administration from 2018. He assumed the new position
				of Director in charge of Personnel, General Affairs, Risk Management, Compliance
				& Digital Transformation (current position) from 2022. The Company nominates
				him for Director as he has a wealth of business experience and broad insight into
				such field.

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No.		Name	Past experience, positions and responsibilities at the Company	Number of
	shares of the
	(Date of birth)		and significant concurrent positions
			Company held
				April 1989	Joined the Company
				August 2011	Department Manager, Corporate Planning Department
				April 2013	Corporate Officer; Department Manager, Corporate Planning
					Department
				June 2018	Director (current position)
				June 2018	General Manager, Business Management
				April 2022	General Manager, Business Management & Sustainability
					(current position)
		Reappointment
5	Takanori Edamitsu			4,800
	[Reasons for the nomination for Director]
	(August 8, 1963)
	After joining the Company in 1989, Mr. Takanori Edamitsu assumed positions
	Tenure of office:	including Manager, Corporate Planning Section, Corporate Planning Department
	from 2005, Department Manager, Corporate Planning Department from 2011, and
		6 years	Director in charge of Business Management from 2018. He assumed the new
				position of Director in charge of Business Management & Sustainability (current
	Attendance at Board	position) from 2022. The Company nominates him for Director as he has a wealth
	of experience in corporate planning and broad insight into such field.
	of Directors meetings:
	100%
	(14/14)
				April 1986	Joined the Company
				June 2014	Department Manager, Discovery Research Laboratories in
					Tsukuba, Discovery Research Labs., Research & Development
				June 2016	Department Manager, Discovery Research Labs., Research &
					Development
				April 2017	Corporate Officer; Department Manager, Discovery Research
					Labs., Research & Development
				June 2021	Director (current position)
				June 2021	General Manager, Research & Development; Head of Research
					& Development Division (current position)
		Reappointment
6	Kazuchika Takagaki			3,900
	(November 15, 1961)	[Reasons for the nomination for Director]
	Tenure of office:	After joining the Company in 1986, Mr. Kazuchika Takagaki assumed positions
	including Department Manager, Discovery Research Laboratories in Tsukuba from
		3 years
		2014, Department Manager, Discovery Research Labs. from 2016, and Director in
				charge of Research & Development (current position) from 2021. The Company
	Attendance at Board	nominates him for Director as he has a wealth of business experience in research and
	of Directors meetings:	development and broad insight into such field.
	100%
	(14/14)

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No.		Name	Past experience, positions and responsibilities at the Company	Number of
	shares of the
	(Date of birth)		and significant concurrent positions
			Company held
				April 1985	Joined the Company
				April 2013	Department Manager, Kita-Kanto Branch Office, Northern
					Japan Division, Sales and Marketing
				April 2014	Department Manager, Chugoku Branch Office, Western Japan
					Division, Sales and Marketing
				April 2015	Department Manager, Tokyo Branch Office, Eastern Japan
					Division, Sales and Marketing
				April 2017	Department Manager, Osaka Branch Office, Sales and
					Marketing
				April 2018	Corporate Officer; Department Manager, Osaka Branch Office,
		Reappointment			Sales and Marketing
				April 2021	Corporate Officer; Department Manager, Kansai Branch Office,
7	Hitoshi Ishizawa		Sales and Marketing	5,100
June 2021	Director (current position)
(September 18, 1961)
				June 2021	General Manager, Functional Food; Head of Functional Food
	Tenure of office:		Division (current position)
		3 years	[Reasons for the nomination for Director]
				After joining the Company in 1985, Mr. Hitoshi Ishizawa assumed positions
	Attendance at Board	including Department Manager of Kita-Kanto Branch Office from 2013, Department
	Manager of Chugoku Branch Office from 2014, Department Manager of Tokyo
	of Directors meetings:
	100%		Branch Office from 2015, and Department Manager of Osaka Branch Office from
		2017. In 2021, he was Department Manager of Kansai Branch Office and later
	(14/14)
		became Director in charge of Functional Food (current position). The Company
				nominates him for Director based on a belief that he can effectively utilize his wealth
				of business experience in sales division of medical products and broad insight into
				functional food division.
				April 1984	Joined the Company
				April 2015	Department Manager, Regulatory Affairs Department,
					Regulatory Affairs, Safety Management and Quality Assurance
					Division
				April 2020	Head of Regulatory Affairs, Safety Management and Quality
					Assurance Division (Marketing Supervisor-General)
				April 2021	Corporate Officer; Head of Regulatory Affairs, Safety
					Management and Quality Assurance Division (Marketing
					Supervisor-General)
				June 2021	Director (current position)
		Reappointment
8			June 2021	General Manager, Resource Procurement, Production &	1,900
				Assurance (current position)
		Hitomi Kimura
	(September 2, 1961)	[Reasons for the nomination for Director]
	Tenure of office:	After joining the Company in 1984, Ms. Hitomi Kimura assumed positions including
	Department	Manager, Regulatory Affairs Department from 2015 and Head of
		3 years
		Regulatory Affairs, Safety Management and Quality Assurance Division (Marketing
	Attendance at Board	Supervisor-General) from 2020, and Director in charge of Resource Procurement,
	Production & Assurance (current position) from 2021. The Company nominates her
	of Directors meetings:	for Director as she has a wealth of business experience in supply chain and safety
	100%		quality assurance and broad insight into such field.
	(14/14)

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No.				Name	Past experience, positions and responsibilities at the Company	Number of
			shares of the
	(Date of birth)		and significant concurrent positions
			Company held
								April 1992	Completed training program at Legal Training and Research
									Institute of Japan
								April 1992	Registered with Osaka Bar Association
								April 1992	Joined Nishimura Law and Accounting Office
								May 2003	Joint Owner, Hanamizuki Law Office (current position)
								March 2015	Auditor, Nissay Life Foundation (current position)
								April 2016	Auditor, Osaka University (current position)
								June 2017	Director, the Company (current position)
								June 2020	Member of the Board, NIPPON SHOKUBAI CO., LTD. (current
									position)
								June 2022	Outside Audit & Supervisory Board Member, MBS MEDIA
		Reappointment
9				HOLDINGS, INC. (current position)	800
			Outside
				Independent			[Significant concurrent positions]
	Miyuki Sakurai	Joint Owner, Hanamizuki Law Office
	Member of the Board, NIPPON SHOKUBAI CO., LTD.
	(December 15, 1964)
	Tenure of office:	Outside Audit & Supervisory Board Member, MBS MEDIA HOLDINGS, INC.
				7 years
	Attendance at Board	[Reasons for the nomination for Outside Director and outline of expected roles]
	The Company nominates Ms. Miyuki Sakurai for Outside Director, as she is offering
	of Directors meetings:
	advice to the management of the Company from a practical perspective based on her
	100%				expertise and insight from an independent standpoint as a lawyer.
	(14/14)

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				Name	Past experience, positions and responsibilities at the Company	Number of
No.				shares of the
	(Date of birth)		and significant concurrent positions
			Company held
								July 1975	Joined Osaka University Hospital
								November 1981	Department of Maternal Medicine, Osaka Medical Center for
									Maternal and Child Health
								October 1989	Obtained the degree of Doctor of Medicine (Osaka University)
								April 1991	Department Manager, Department of Molecular Medicine,
									Research Institute, Osaka Medical Center for Maternal and Child
									Health
								April 1998	Director, Research Institute, Osaka Medical Center for Maternal
									and Child Health
								April 2011	Department Manager, Department of Maternal Medicine;
		Reappointment			Director, Research Institute; Osaka Medical Center for Maternal
				Outside				and Child Health
			Independent		April 2014	Chief Department Manager, Department of Maternal Medicine;
	Yoshinao Wada		Director, Research Institute; Osaka Medical Center for Maternal
10		and Child Health	300
(December 25, 1950)	April 2016	Part-time physician, Department of Maternal Medicine, Osaka
	Tenure of office:		Medical Center for Maternal and Child Health
	April 2017	Part-time physician, Department of Maternal Medicine, Osaka
				5 years		Women's and Children's Hospital (current position)
	Attendance at Board	April 2018	Visiting Professor, Yokohama City University
	June 2019	Director, the Company (current position)
	of Directors meetings:
	100%				[Significant concurrent positions]
	(14/14)				Part-time physician, Department of Maternal Medicine, Osaka Women's and
								Children's Hospital
								[Reasons for the nomination for Outside Director and outline of expected roles]
								The Company nominates Dr. Yoshinao Wada for Outside Director, as he is offering
								advice to the management of the Company from a practical perspective based on his
								expertise and insight from an independent standpoint as a physician.

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