Seikagaku : Convocation Notice of the 77th 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 29, 2023 (Start date of measures for electronic provision: May 22, 2023)

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 77th Ordinary General Meeting of Shareholders

We would like to inform you that the 77th 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 77th 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 Monday, June 19, 2023 (JST).

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1. Date and Time: Tuesday, June 20, 2023 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 77th fiscal year (from April 1, 2022 to March 31, 2023), 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 77th fiscal year (from April 1, 2022 to March 31, 2023)

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

• 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 Article 16 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. Accordingly, the paper copy that is sent to shareholders who have requested it is part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor when they create their respective audit reports.
• 1. "Matters Concerning Accounting 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
• In accordance with a revision of the Companies Act, in principle you are to check the matters to be provided electronically by accessing either of the websites included on page 1, and we have decided to deliver the paper copy only to shareholders who have requested it by the record date. However, for this general meeting of shareholders, we deliver paper-based documents stating the matters to be provided electronically to all shareholders, regardless of whether or not they have requested them.
• Depending on the situation regarding the spread of COVID-19 infections and any announcements by governments, etc. up to the day of this general meeting of shareholders, our arrangements for the meeting are subject to updating. You are kindly requested to check information disseminated through the Company's website as indicated on page 1.

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Proposals and Reference Information

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 November 2022, 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 their aggregate amount

Per share of common stock of the Company	¥13
Total dividends	¥709,033,832

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

1. Effective date of dividends of surplus Wednesday, June 21, 2023

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Proposal No. 2

Election of Five Directors

At the conclusion of this ordinary general meeting of shareholders, the terms of office of all six Directors will expire. In that regard, the Company proposes the election of five Directors, decreasing the number of Directors by one due to a change to the management system.

The candidates for Director are as follows:

List of candidates

Candidate			Term of	Current position and responsibility	Attendance at
Name		office as	meetings of the
No.		in the Company
		Director	Board of Directors
				Representative Director and	100%
1	Ken Mizutani	Reelection	33 years	Member of the Board, President &
(14 of 14)
				CEO
				Director
2	Toshiyuki Okada	Reelection	6 years	Executive Vice President responsible	100%
for Business Development &	(14 of 14)
				Marketing
				Director	100%
3	Yosuke Funakoshi	Reelection	5 years	Executive Vice President responsible
(14 of 14)
				for Research & Development
		Reelection
4	Mio Minaki	Outside Director	4 years	Outside Director	100%
Independent	(14 of 14)
		Officer
		Reelection
5	Yasuyuki Sugiura	Outside Director	2 years	Outside Director	100%
Independent	(14 of 14)
		Officer

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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, Senior Executive Vice President
			responsible for Planning and Manufacturing
		June 1996	Director, Senior Executive Vice President
			responsible for Pharmaceuticals and Fine
			Chemicals
		July 1997	Director, Senior Executive Vice President
			responsible for Pharmaceuticals, Fine
			Chemicals and New Business Development
		Nov. 1997	Director, Senior Executive Vice President
			responsible for Pharmaceuticals, Fine
			Chemicals, New Business Development and
			ACC
		June 1998	Director, Senior Executive Vice President
	Ken Mizutani		responsible for Marketing
	June 2000	Director, Senior Executive Vice President and
	(March 10, 1948)
		Head of Central Research Laboratory
	Reelection
	June 2002	Representative Director and Member of the
			Board, Senior Executive Vice President
	Term of office as Director:		responsible for Pharmaceuticals, Fine
	33 years		Chemicals, Oral Care, Glycoforum, and Head	465,640 shares
			of Central Research Laboratory
	Attendance at meetings of the	June 2003	Representative Director and Member of the
1	Board of Directors during the fiscal		Board, Senior Executive Vice President
	responsible for Pharmaceuticals, Fine
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.

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