Nippon Shinyaku : Notice of The 160th 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 7, 2023 Date of introduction of measures for providing materials in an electronic format: June 2, 2023

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 160TH 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 160th 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 160TH 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 included in the matters for electronic provision 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 28, 2023, 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:	Thursday, June 29, 2023 at 10:00 a.m. Japan time
2. Place:	Head office 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

160th Fiscal Year (April 1, 2022 - March 31, 2023) 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 160th Fiscal Year
Proposals to be resolved:	(April 1, 2022 - March 31, 2023)
Proposal 1:	Appropriation of Surplus
Proposal 2:	Election of 12 Directors
Proposal 3:	Election of 2 Audit & Supervisory Board Members

Note

This paper copy sent to shareholders also serves as the document stating the matters subject to electronic provision measures to be delivered upon request for delivery of the paper copy.

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.

1. Consolidated Statements of Changes in Net Assets and Notes to the Consolidated Financial Statements in the Consolidated Financial Statements
2. Non-consolidatedStatements of Changes in Net Assets and Notes to the Non-consolidated Financial

Statements in the Non-consolidated Financial Statements

As such, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in this paper copy are part of the documents that were audited by Audit & Supervisory Board Members and the Accounting Auditor in the course of preparing their audit reports.

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 aiming to increase dividend per share by increasing EPS (basic earnings per share), as well as keeping the consolidated dividend payout ratio to around 35%.

We aim to raise mid-term and long-term corporate value, and shall retain a sufficient amount of shareholders' capital to be required in order to seize opportunities for sustainable growth swiftly and appropriately and to respond properly to the accompanying risks. The Company also makes investments such as strategic investment, R&D investment, and capital investment, while continuously providing stable dividends and carrying out flexible financial measures.

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: ¥57 per share of common stock of the Company
   Total amount: ¥3,839,113,818
   Together with the interim dividend of ¥57 per share, the annual dividend will be ¥114 per share.
3. Effective Date of Distribution of Retained Earnings:

Friday, June 30, 2023

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Proposal 2: Election of 12 Directors

The terms of office of all 12 Directors, including 4 External Directors, will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of 12 Directors, including 4 External 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
											Chairman,
											Kyoto Employers'
								Representative Director,		100%	Association
1		Reappointment	Shigenobu Maekawa	18	Outside Director,
	Chairman	(15/15)
											KYOCERA
											Corporation
											（Scheduled）
								Representative Director,		100%
2		Reappointment	Toru Nakai	4
	President	(15/15)
								Managing Director,		100%
3		Reappointment	Shouzou Sano	8
	Sales and Marketing	(15/15)
								Director,
								Personnel, General Affairs,		100%
4		Reappointment	Takashi Takaya	Risk Management,	5
	(15/15)
								Compliance
								& Digital Transformation
								Director,		100%
5		Reappointment	Takanori Edamitsu	Business Management,	5
	(15/15)
								& Sustainability
								Director,		100%
6		Reappointment	Kazuchika Takagaki	2
	Research & Development	(15/15)
								Director,		100%
7		Reappointment	Hitoshi Ishizawa	2
	Functional Food	(15/15)
								Director,		100%
8		Reappointment	Hitomi Kimura	Resource Procurement,	2
	(15/15)
								Production & Assurance
											Joint Owner,
											Hanamizuki Law
											Office
9		Reappointment	Miyuki Sakurai	External Director	6	100%	Member of the Board,
			External			NIPPON SHOKUBAI
					(15/15)
			Independent					CO., LTD.
											Outside Auditor,
											MBS MEDIA
											HOLDINGS, INC.
											Part-time physician,
		Reappointment				100%	Department of
10				External			Yoshinao Wada	External Director	4	Maternal Medicine,
				(15/15)
			Independent					Osaka Women's and
											Children's Hospital
											Representative Partner,
											Amanda Life
		Reappointment				100%	Consulting LLC.
11				External			Yukari Kobayashi	External Director	2	Outside Director,
				(15/15)
			Independent					Panasonic Connect
											Co., Ltd.
											Outside Director,

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								Current positions and	Tenure	Attendance	Significant concurrent
No.							Name	at Board of
						responsibilities at the	of	Directors	positions
								Company	office
								meetings
											Bridgestone
											Corporation
											CEO, JC1 LLC
											（Scheduled）
12		New Candidate	Mayumi Nishi
			External			－	－	－
				Independent

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