Takara Bio : Notice of the 22nd Annual 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: 4974)

May 31, 2024

To our shareholders:

Koichi Nakao, President

Takara Bio Inc.

7-4-38, Nojihigashi, Kusatsu-shi, Shiga

Notice of the 22nd Annual General Meeting of Shareholders

We are pleased to announce the 22nd Annual General Meeting of Shareholders of Takara Bio Inc. (the "Company"), which will be held as indicated below.

When convening this general meeting of shareholders, the Company takes measures to provide information that constitutes the content of reference documents for the general meeting of shareholders in electronic format (matters subject to measures for electronic provision), and posts this information as "Notice of the 22nd Annual General Meeting of Shareholders" on the Company's website. Please access the Company's website by using the Internet address shown below to review the information.

Company Website URL: https://www.takara-bio.co.jp/ja/ir/stock/meeting.html(in Japanese)

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing (by mail). Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by Thursday, June 20, 2024, at 5:30 p.m. (JST).

[Voting via the Internet]

Please review the "Instructions on Exercise of Voting Rights via the Internet" (in Japanese only), access the voting website designated by the Company, and enter your approval or disapproval of the proposals according to on-screen instructions by the deadline indicated above.

[Voting in writing (by mail)]

Please indicate your approval or disapproval of the proposals in the enclosed voting form and return it so that your vote is received by the voting deadline indicated above.

In addition to posting matters subject to measures for electronic provision on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the TSE website, access it (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."

1. • TSE website (Listed Company Search) URL:https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(in Japanese)
2. Date and Time: Friday, June 21, 2024, at 10:00 a.m. (JST)
3. Venue: Prince Hall, 3F, Lake Biwa Otsu Prince Hotel

4-7-7, Nionohama, Otsu-shi, Shiga

3. Purpose of the Meeting Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 22nd fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 22nd fiscal year (from April 1, 2023 to March 31, 2024)
3. • 1 -

Matters to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Nine Directors

Proposal No. 3 Election of Two Audit & Supervisory Board Members

• If you attend the meeting in person, please present the enclosed voting form at the venue's reception. The reception desk is scheduled to open at 9:00 a.m.
• Please note that anyone other than a shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder) will not be allowed inside the venue.
• Among the matters subject to measures for electronic provision, the following matters are not provided in the paper-based documents

delivered to shareholders who have made a request for delivery of such documents, and are posted on the Company's website URL (https://www.takara-bio.co.jp/ja/ir/stock/meeting.html) (in Japanese) and so forth, pursuant to laws and regulations and the Company's Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following matters.

1. Business Report:

Overview of Systems to Ensure Properness of Operations and Outline of Management of Such Systems

2. Consolidated Financial Statements:

Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements

3. Non-consolidated Financial Statements:

Statement of Changes in Equity and Notes to the Non-consolidated Financial Statements

• If any revision is made to the matters subject to measures for electronic provision, notification to that effect, and the corrected and pre-corrected versions of these matters will be made available on the aforementioned website for matters subject to measures for electronic provision (on page1).
• The Company participates in "electronic voting platforms" for institutional investors operated by ICJ, Inc.
• Failure to indicate approval or disapproval of a proposal on the voting form will be treated as a vote in favor of the proposal.
• In addition to the above, if any matter which should be communicated to shareholders arises after the notice of convocation is sent, we will post an announcement on the Company's website URL (https://www.takara-bio.co.jp/ja/index.html) (in Japanese).
• Gifts will not be distributed.

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Reference Documents for General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company views profit returns to shareholders as one of its important management issues, and as a basic policy, returns are provided after comprehensive consideration of a range of factors that include business performance, financial position, and enhancement of internal reserve for aggressive research and development activities. Specifically, the Company intends to distribute dividends of surplus approximately 35% of its estimated profit calculated without taking into account the extraordinary income or loss in the Consolidated Financial Statements. For improving capital efficiency, the Company proposes to pay a year-end dividend for the current fiscal year of ¥17.00 (approximately 87% of its estimated profit) per share as initially forecasted.

Year-end dividends

1. Type of dividend property Cash
2. Allotment of dividend property to shareholders and their aggregate amount

¥17.00 per common share of the Company Total payment: ¥2,047,065,200

1. Effective date of dividends of surplus June 24, 2024

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Proposal No. 2

Election of Nine Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire.

In that regard, the Company proposes the election of nine Directors (three of whom are external Directors).

This proposal was decided by the Board of Directors based on the advice and recommendations of the Nomination and Compensation Committee.

The candidates for Director are as follows:

Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1985	Joined Takara Shuzo Co., Ltd. (currently Takara
			Holdings Inc.)
		Apr. 2002	Director of the Company
		June 2003	Managing Director and Executive Officer
		June 2004	Senior Managing Director and Executive
			Officer
		Apr. 2006	Senior Managing Director, Executive Officer,
			and COO
	Koichi Nakao	June 2007	Representative Director, Vice President,
		Executive Officer, and COO
	June 16, 1962
	June 2008	Representative Director, Vice President, and
	[Reelection - Male]		COO
	May 2009	Representative Director and President (current
	Relationship of special interest		position)	73,300 shares
		Takara Bio USA Holdings Inc. Director,
	in the Company
		President
	None
	June 2009	Director of Takara Holdings Inc. (current
	Attendance at Board of
		position)
	Directors meetings
	June 2015	President and Executive Officer (current
1	12/12 (100%)
	position)
		Apr. 2020	CEO (current position)
		Apr. 2021	Representative Director of Manufacturing
			Technology Association of Biologics (current
			position)
		Significant concurrent positions outside the Company
		Director of Takara Holdings Inc.
		Representative Director of Manufacturing Technology
		Association of Biologics
	Reasons for nomination as candidate for Director, etc.

• As Representative Director of the Company, Mr. Nakao continues to play a sufficient role in making decisions on important management matters and in supervising the execution of business based on his abundant experience with overall management and broad insight in the Bioindustry Business, and has demonstrated strong leadership in enhancing the Company's corporate value and achieving its management objectives. Therefore, the Company nominated him as a candidate to continue serving as a Director.
• Within the past ten years, Mr. Nakao has served as a business executive (Chairman) of Takara Biotechnology (Dalian) Co., Ltd., Takara Biomedical Technology (Beijing) Co., Ltd., Takara Korea Biomedical Inc., and Takara Bio USA Holdings Inc., which are subsidiaries of the Company's parent company Takara Holdings Inc. as well as subsidiaries of the Company.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1984	Joined Takara Shuzo Co., Ltd. (currently Takara
			Holdings Inc.)
		Apr. 2004	General Manager of Center for Cell and Gene
			Therapy Facility of the Company
		June 2009	Deputy General Manager of Gene Therapy
	Junichi Mineno		Business Unit and General Manager of Center
	August 13, 1960		for Cell and Gene Therapy Facility
		Apr. 2011	Executive Officer
	[Reelection - Male]	June 2012	Senior Executive Officer
		June 2014	Managing Director
	Relationship of special interest	June 2015	Managing Director and Senior Executive	14,400 shares
	in the Company		Officer
	None	July 2016	Representative Director and Vice Chairman of
	Attendance at Board of		Takara Korea Biomedical Inc.
2	Directors meetings	June 2019	Director and Senior Managing Executive
	12/12 (100%)		Officer
		Apr. 2022	Vice President Executive Officer (current
			position)
		June 2023	Director and Vice President (current position)
		Current responsibility in the Company
		Head of CDM Business Development Division
	Reasons for nomination as candidate for Director, etc.
	・ Mr. Mineno has engaged in R&D of new technologies and new projects, genetic analysis-related business and
	businesses related to products and services for clinical research on cell and gene therapies. He possesses a track
	record of establishing its GMP production framework in the gene therapy business. Therefore, the Company
	nominated him as a candidate to continue serving as a Director.
	・ Mr. Mineno has been an executive officer (Co-Representative Director and Vice Chairman) of Takara Korea
	Biomedical Inc., a subsidiary of the Company's parent company Takara Holdings Corporation, as well as a
	subsidiary of the Company, for the past ten years.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1987	Joined Japan Tobacco Inc.
		Feb. 2000	Joined Takara Shuzo Co., Ltd. (currently Takara
			Holdings Inc.)
	Yoh Hamaoka	Apr. 2004	Executive Officer of the Company
	June 2009	Senior Executive Officer and Deputy General
	October 9, 1962
		Manager of the Gene Therapy Business Unit
	[Reelection - Male]	Apr. 2017	In charge of Intellectual Property Department
		and General Manager of Business Development
	Relationship of special interest		Department	17,000 shares
	June 2018	In charge of General Affairs Department
	in the Company
	Apr. 2019	In charge of Project Management Department
3	None
Apr. 2020	General Manager of R&D Division
Attendance at Board of
	June 2021	Director and Senior Managing Executive
	Directors meetings
		Officer (current position)
	12/12 (100%)
	June 2023	Senior Managing Director (current position)
		Current responsibility in the Company
		CFO (Chief Financial Officer),
		Head of Corporate Management Division
	Reasons for nomination as candidate for Director
	Mr. Hamaoka has been involved in business development, intellectual property, project promotion and planning, public
	relations and investor relations, general affairs, human resources, and finance, and is well-versed in the Company's
	operations in the corporate sector. Therefore, the Company nominated him as a candidate to continue serving as a
	Director.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1988	Joined Takara Shuzo Co., Ltd. (currently Takara
			Holdings Inc.)
		Jan. 2009	General Manager of Sales Department of the
			Company
		June 2009	Executive Officer
		June 2014	Senior Executive Officer
		June 2018	Director
		Dec. 2019	Chairman of Takara Biomedical Technology
	Tsuyoshi Miyamura		(Beijing) Co., Ltd. (current position)
	October 20, 1963	Mar. 2021	Co-Representative Director and Chairman of
			Takara Korea Biomedical Inc. (current position)
	[Reelection - Male]	Apr. 2022	Senior Managing Executive Officer (current
	Relationship of special interest		position)	13,500 shares
		Chairman of Takara Biotechnology (Dalian)
	in the Company		Co., Ltd. (current position)
	None	June 2023	Senior Managing Director (current position)
	Attendance at Board of	Apr. 2024	Director, President of Takara Bio USA
	Directors meetings		Holdings Inc. (current position)
4	12/12 (100%)	Current responsibility in the Company
		In charge of Reagents/Instruments Business and Head of Global
		Business Division
		Significant concurrent positions outside the Company
		Chairman of Takara Biotechnology (Dalian) Co., Ltd.
		Chairman of Takara Biomedical Technology (Beijing) Co., Ltd.
		Co-Representative Director and Chairman of Takara Korea
		Biomedical Inc.
		Director, President of Takara Bio USA Holdings Inc.
	Reasons for nomination as candidate for Director, etc.

• Mr. Miyamura has been involved in planning, marketing, sales and distribution of products and services in the bio business, has contributed to the market expansion in China for products in the genetic engineering research field, and proved his ability as a corporate manager for the Company's subsidiary. Therefore, the Company nominated him as a candidate to continue serving as Director.
• Mr. Miyamura is currently a business executive of Takara Biotechnology (Dalian) Co., Ltd., Takara Biomedical Technology (Beijing) Co., Ltd., Takara Korea Biomedical Inc., and Takara Bio USA Holdings Inc., which are subsidiaries of the Company's parent company Takara Holdings Inc. as well as a subsidiary of the Company, and has also been a business executive (Chairman, Chairman, Co-Representative Director and Chairman, and Director, President, respectively) of each company for the past ten years.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1986	Joined Takara Shuzo Co., Ltd. (currently Takara
			Holdings Inc.)
	Katsuhiko Kusakabe	Apr. 2008	General Manager of Manufacturing Department
	June 1, 1961	Apr. 2010	Mizuho Norin Co., Ltd. (on secondment)
		June 2017	Executive Officer of the Company
	[Reelection - Male]	Apr. 2020	Deputy General Manager of Manufacturing
			Division, in charge of SCM Department and
	Relationship of special interest		Facility Control Department	4,200 shares
	in the Company	Apr. 2021	General Manager of Manufacturing
	None		Management Division
5	Attendance at Board of	June 2021	Senior Executive Officer
Directors meetings	Apr. 2023	Senior Managing Executive Officer (current
	10/10 (100%)		position)
	(After assuming office on June	June 2023	Senior Managing Director (current position)
	23, 2023)	Current responsibility in the Company
		CMCO (Chief Manufacturing Control Officer),
		Head of Business & Production Management Division
	Reasons for nomination as candidate for Director
	Mr. Kusakabe has worked in operations such as manufacturing management and facility management, and has a record
	of performance in engineering and maintenance management for manufacturing facilities and equipment, production
	management, purchasing, procurement, and raw materials and supplies management. Therefore, the Company
	nominated him as a candidate to continue serving as Director.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1985	Joined Takara Shuzo Co., Ltd. (currently Takara
			Holdings Inc.)
		Apr. 2002	Director of the Company
		June 2004	Managing Director
		June 2007	Senior Managing Director
		May 2009	Director and Vice President
		June 2009	Representative Director and Vice President
	Mutsumi Kimura	June 2014	Director of Takara Holdings Inc.
	February 3, 1963		Senior Managing Director of Takara Shuzo Co.,
			Ltd.
	[Reelection - Male]	June 2016	Representative Director and Vice President of
	Relationship of special interest		Takara Holdings Inc.	51,300 shares
	June 2017	Director of Takara Shuzo Co., Ltd. (current
	in the Company		position)
	Please refer to the details below.	July 2017	Representative Director and President of Takara
	Attendance at Board of		Shuzo International Co., Ltd.
	Directors meetings	June 2018	Representative Director and President of Takara
	12/12 (100%)		Holdings Inc. (current position)
		Apr. 2020	Director of Takara Shuzo International Co., Ltd.
			(current position)
6		June 2022	Director of the Company (current position)
	Significant concurrent positions outside the Company
		Representative Director and President of Takara Holdings Inc.
		Director of Takara Shuzo Co., Ltd.
		Director of Takara Shuzo International Co., Ltd.
	Reasons for nomination as candidate for Director, etc.

• Mr. Kimura has abundant experience and track records in the areas of corporate planning, finance, accounting, public relations, general affairs, and human resources of the Company in the past, and has demonstrated leadership as a Director of the Group for many years.
• We have nominated him as a candidate to continue serving as Director because his appointment as a Company Director will strengthen the Company's corporate functionality and enable the Company to achieve sustainable growth and enhance its corporate value over the medium to long term.
• He is currently an Executive Officer (Representative Director and President) of Takara Holdings Inc., our parent company, and has been an Executive Officer (Representative Director and President, Representative Director and Vice President, and Director) of Takara Holdings Inc. for the past ten years.
• In the past ten years, he has also served as an Executive Officer (Senior Managing Director) of Takara Shuzo Co., Ltd., a subsidiary of the Company's parent company Takara Holdings Inc. (and a so-called sibling company of the Company), and as an Executive Officer (Representative Director and President) of Takara Shuzo International Co.,

Ltd.

Relationship of special interest in the Company

The Company has a business relationship with Takara Holdings Inc., where he serves as the Representative Director and President, concerning payments related to the licensing of trademark rights, payments related to the outsourcing of computer-related operations and the leasing of information-related equipment, and leasing of office space.

- 9 -

Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
	Nobuko Kawashima	Apr. 1986	Joined The Long-Term Credit Bank of Japan,
	October 27, 1962		Limited (currently SBI Shinsei Bank, Limited)
	(Name as shown on the family	Sept. 1987	Joined Dentsu Communication Institute Inc.
	register: Nobuko Yokoyama)	Sept. 1995	Research fellow at the Centre for Cultural
	[Reelection - External - Female]		Policy Studies of the University of Warwick
	Apr. 1999	Full-time lecturer with the Faculty of
	Relationship of special interest		Economics at Doshisha University
	Apr. 2004	Professor with the Faculty of Economics
	in the Company		(current position)
	None	June 2016	Director (external Director) of the Company	0 shares
	Attendance at Board of
		(current position)
	Directors meetings
	June 2021	Director (Outside Director) of TOKAI Holdings
	12/12 (100%)
		Corporation (current position)
	Nomination and Compensation
	Significant concurrent positions outside the Company
	Committee Meeting Attendance
	Professor with the Faculty of Economics at Doshisha University
	2/2 (100%)	Director (Outside Director) of TOKAI Holdings Corporation
7	Number of years in office as an
	external Director

8 years (at the conclusion of this

meeting)

Reasons for nomination as candidate for external Director and outline of expected roles, etc.

• Ms. Kawashima is a candidate for external Director.
• Ms. Kawashima has extensive research experience in subjects including creative economy and corporate social responsibility. She meets the criteria for candidates for external Director established by the Company, and is expected to apply her expert knowledge to the management of the Company and express her opinions at the Board of Directors meetings from an independent and objective standpoint, thereby ensuring effective management oversight. Therefore, the Company nominated her as a candidate to continue serving as an external Director. In addition, if the reelection of Ms. Kawashima is approved, we expect that she will be involved in the selection of candidates for Company executives and the determination of executive compensation and other matters from an objective and neutral standpoint as the chairperson of the Nomination and Compensation Committee.
• Ms. Kawashima has never in the past been involved in the management of a company except as an external officer. However, the Company judges she will appropriately fulfill her duties as an external Director based on her abundant experience as an academic and broad insight on economy and society.

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