あすか製薬ホールディングス（4886） – NOTICE OF CONVOCATION OF THE 1st 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: 4886 To: Shareholders June 6, 2022 Takashi Yamaguchi President, Member of the Board of Directors, Representative Director ASKA Pharmaceutical Holdings Co., Ltd. 5-1, Shibaura 2-chome, Minato-ku, Tokyo NOTICE OF CONVOCATION OF THE 1st ANNUAL GENERAL MEETING OF SHAREHOLDERS You are hereby notified that the 1st Annual General Meeting of Shareholders of ASKA Pharmaceutical Holdings Co., Ltd. (the “Company”) will be held as stated below. Rather than attending the meeting on the day, we request that you exercise your voting rights by one of the two methods below. Please review the attached Reference Materials for the General Meeting of Shareholders and exercise your voting rights no later than 5:35 p.m., Monday, June 27, 2022. Exercise of voting rights in writing Please indicate your approval or disapproval for each proposal on the enclosed voting rights exercise form and return the form to us by the above deadline. Exercise of voting rights via the Internet Please access the Company’s designated voting rights exercise website (https://evote.tr.mufg.jp/), follow the on-screen guidance, and enter your approval or disapproval for each proposal by the above deadline. – 1 – Particulars 1. Date: 10:00 a.m., Tuesday, June 28, 2022 (Reception will open at 9:00 a.m.) 2. Venue: Hall on the 2nd floor of the head office of ASKA Pharmaceutical Holdings Co., Ltd. 5-1, Shibaura 2-chome, Minato-ku, Tokyo 3. Purpose: Matters to be reported 1. Report on the Business Report and the Consolidated Financial Statements for the 1st Fiscal Year (from April 1, 2021 to March 31, 2022), and the Results of the Audit of the Consolidated Financial Statements for the 1st Fiscal Year (from April 1, 2021 to March 31, 2022) by the Accounting Auditor and the Audit & Supervisory Board 2. Report on the Non-consolidated Financial Statements for the 1st Fiscal Year (from April 1, 2021 to March 31, 2022) Matters to be resolved Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Two (2) Members of the Board of Directors If you are attending the meeting, please submit the enclosed voting rights exercise form to the reception desk upon arrival. If any revisions are made to the Reference Materials, Non-consolidated Financial Statements and Consolidated Financial Statements for the General Meeting of Shareholders, those revised versions will be sent by mail or posted on the Company’s website (https://www.aska-pharma-hd.co.jp/english/). Of the documents to be provided with this convocation notice, the following items are posted on the Company’s website in accordance with laws, regulations, and the provisions of Article 16 of the Articles of Incorporation, and not described in the documents attached to this convocation notice. Consequently, the documents attached to this convocation notice consist of part of the documents that were audited by Audit & Supervisory Board Members and Accounting Auditors in preparing their audit reports. 1. Notes to Consolidated Financial Statements 2. Notes to Non-consolidated Financial Statements We do not prepare souvenirs for shareholders attending the General Meeting of Shareholders. We ask for your understanding. The Company’s website: https://www.aska-pharma-hd.co.jp/english/ – 2 – Measures to Prevent the Novel Coronavirus Disease (COVID-19) from Spreading in the 1st Annual General Meeting of Shareholders To: Our Shareholders The Company will place ultimate priority on the safety of its shareholders and take the following measures to prevent COVID-19 from spreading in the 1st Annual General Meeting of Shareholders. We would like to ask for your understanding and cooperation regarding these measures. 1. Request for the exercise of voting rights in advance We strongly ask all shareholders to consider refraining from attending the meeting regardless of your health conditions in order to prevent COVID-19 from spreading. You may exercise your voting rights for the meeting in writing (by mail) or via the Internet. We would like to ask you to exercise your voting rights in advance by either of these methods. 2. Measures to be taken by the Company The Company’s Members of the Board of Directors, Audit & Supervisory Board Members, and operating staff attending the meeting will wear face masks. We will place disinfectants at the reception desk and in the venue. We may not offer a sufficient number of seats in the venue for shareholders attending the meeting because we will significantly reduce the number of seats than usual in consideration of social distancing. We do not prepare souvenirs for shareholders attending the General Meeting of Shareholders. We ask for your understanding. 3. For shareholders attending the meeting health and safety of our shareholders. Once again, please consider refraining from attending the meeting as we place ultimate priority on the We strongly recommend that especially elderly people, those with underlying medical conditions, and pregnant women refrain from attending the meeting. If you are none of them, but feel concerned and anxious about your health and safety, never push yourself too hard and please consider refraining from attending the meeting. For shareholders who are attending the meeting, please make sure you are in good shape, give consideration to people around you, and take measures to prevent the infection by wearing a face mask, etc. You may not be allowed to enter the venue if you are deemed to be in poor shape in order to prevent the infection. Please also note that we will omit the detailed explanations of the proposals from the viewpoint of shortening the time of the meeting to prevent the infection from spreading. – 3 – Reference Materials for the General Meeting of Shareholders Proposal No. 1: Appropriation of Surplus The Company regards the appropriate return of profit to its shareholders as one of its key management issues. Based on its basic policy, the Company would like to distribute surplus stably and continuously. In consideration of the above policy and future business development, the Company would like to pay 8 yen per common share for the year-end dividends for FY2021 (from April 1, 2021 to March 31, 2022) (the “current fiscal year”), an increase of 1 yen per common share from a year earlier. Matters on year-end dividends (1) Type of dividend property: Cash (2) Allotment of dividend property and total amount thereof: 8 yen per common share of the Company Total amount: 225,934,744 yen (3) Effective date of distribution of surplus: June 29, 2022 In addition, as we pay 7 yen per common share for the interim dividends, the annual dividends for the current fiscal year will be 15 yen per common share of the Company. – 4 – Proposal No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the amendments The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, and the Company proposes the following amendments to the Company’s Articles of Incorporation in preparation for the implementation of the system for electronic provision of materials for general meetings of shareholders. (1) Article 16, Paragraph 1 of the proposed amendments stipulates that information that is the content of reference documents for the general meeting of shareholders, etc., shall be provided electronically. (2) Article 16, Paragraph 2 of the proposed amendments establishes stipulations to limits on the scope of matters to be recorded in physical documents that are provided to shareholders who request provision of physical documents. (3) As stipulations concerning internet disclosure and deemed provision of reference documents for general meetings of shareholders (Article 16 of the current Articles of Incorporation) will no longer be necessary, these shall be deleted. (4) Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments and deletions above. 2. Contents of the amendments The contents of the amendments are as follows. Current Articles of Incorporation (Internet disclosure and deemed provision of reference documents for general meetings of shareholders) Article 16 (Underlines indicate amended sections) Proposed amendments In the convocation of general meetings of shareholders, the Company may deem that it has provided to shareholders information concerning matters that must be displayed in the reference documents for general meetings of shareholders, business non-consolidated financial statements, and consolidated financial internet disclosure in conformity with definitions provided in the Ordinance of the Ministry of Justice. statements report, via (Measures for electronic provision, etc.) Article 16 2. Of In the convocation of general meetings of shareholders, the Company shall provide electronically information that is the content of reference documents for the general meeting of shareholders, etc. the matters to which electronic provision measures apply, the Company may choose not to record all or part of matters stipulated in the Ordinance of the the physical Ministry of Justice documents provided to shareholders who made requests for provision of physical documents by the record date for voting rights. in 1. The amendments to Article 16 of the Articles of Incorporation shall take effect from September 1, 2022, the date of enforcement of the revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Supplementary provisions) – 5 – Current Articles of Incorporation Proposed amendments (Act No. 70 of 2019; the “Enforcement Date”). of Incorporation 2. Notwithstanding the provisions of the previous paragraph, Article 16 of the (Internet Articles disclosure and deemed provision of reference documents for general meetings of shareholders) shall remain valid for general meetings of shareholders held on a day that is within six months of the Enforcement Date. 3. These supplementary provisions shall be deleted on the day after which six months have elapsed since the Enforcement Date or the day after which three months have elapsed since the day of the general meeting of shareholders in the previous paragraph, whichever is later. – 6 – Proposal No. 3: Election of Two (2) Members of the Board of Directors To strengthen the Company’s management structure, we propose to elect two (2) Members of the Board of Directors, increasing the Members of the Board of Directors by two (2). The term of office for the newly elected Members of the Board of Directors shall be until the expiration of the term of office of other Members of the Board of Directors currently serving, according to the provisions of the Articles of Incorporation of the Company. Candidates for Members of the Board of Directors are as follows. Candidate No. Name Position in the Company Attendance at the Board of Directors meetings 1 Maiko Mori New appointment 2 Fumiyoshi Yamaguchi New appointment Corporate Officer, Division Director, Quality & Safety Assurance Division of ASKA Pharmaceutical Co., Ltd. Corporate Officer President, Member of the Board of Directors, Representative Director of ASKA Animal Health Co., Ltd. － － Notes: 1) There is no special interest between either of the candidates and the Company. 2) The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in Article 430-3, paragraph (1) of the Companies Act. Damages borne by insured persons, including Members of the Board of Directors of the Company, in the performance of their duties, or expenses arising from disputes by legal action, are covered by this insurance policy. When candidates are elected and assume office as Members of the Board of Directors, they become insured persons under the insurance policy. In addition, the Company plans to update the insurance policy with this same content at the time of the next update. 3) The number of shares in the Company owned by each candidate stated on page 8 is that as of March 31, 2022. – 7 – Candidate No.1 Maiko Mori (Date of birth: April 20, 1964) New appointment Number of the Company’s shares held: 3,000 shares Career record, positions and assignments in the Company (Significant concurrent position) Apr. 1987 Jun. 2011 Director of Pharmaceutical Information Division of ASKA Pharmaceutical Joined ASKA Pharmaceutical Co., Ltd. Jul. 2017 Director of Pharmaceutical Affairs Division of ASKA Pharmaceutical Co., Co., Ltd. Ltd. Apr. 2020 Division Director, Quality & Safety Assurance Division of ASKA Pharmaceutical Co., Ltd. Jun. 2020 Corporate Officer, Division Director, Quality & Safety Assurance Division of ASKA Pharmaceutical Co., Ltd. (current position) [Reasons for nomination as candidate for Member of the Board of Directors] Maiko Mori has a wealth of practical experience and profound insight because she has held an important position in quality & safety assurance division of ASKA Pharmaceutical and has become Corporate Officer. In addition, since we can expect that she will continue to lead further development of the Company and its subsidiaries (the “Group”) in the future through various discussions from a woman’s perspective, we propose that she be elected as the first female Member of the Board of Directors. Candidate No.2 Fumiyoshi Yamaguchi (Date of birth: November 3, 1986) New appointment Number of the Company’s shares held: 5,100 shares Career record, positions and assignments in the Company (Significant concurrent position) Jul. 2011 Apr. 2019 Corporate Officer, in charge of New Business Development and Deputy Director of Healthcare Business Unit of ASKA Pharmaceutical Co., Ltd. Joined ASKA Pharmaceutical Co., Ltd. Jun. 2020 Corporate Officer, in charge of Special Appointments of ASKA Pharmaceutical Co., Ltd. Member of the Board of Directors of ASKA Animal Health Co., Ltd. Jan. 2021 President, Member of the Board of Directors, Representative Director of ASKA Animal Health Co., Ltd. Jun. 2021 Corporate Officer, in charge of Special Appointments of the Company President, Member of the Board of Directors, Representative Director of ASKA Animal Health Co., Ltd. (current position) [Reasons for nomination as candidate for Member of the Board of Directors] Fumiyoshi Yamaguchi has a high level of knowledge about the oversight of business management and business execution because he has held positions in management division and sales division of ASKA Pharmaceutical and has become Corporate Officer of the Company and the President, Member of the Board of Directors, Representative Director of its subsidiary. Since we can expect that he will continue to lead further development of the Group in the future, we propose that he be newly elected as Member of the Board of Directors. – 8 – Reference: Skill Matrix If Proposal No. 3 is approved as drafted, the composition, experience, and expertise of the Company’s Members of the Board of Directors and Audit & Supervisory Board Members will be as below. Name Position Corporate management R & D / Intellectual property Sales / Marketing Medical / Pharmacy expertise Finance / Accounting Legal / Risk management Sustainability / ESG Members of the Board of Directors Takashi Yamaguchi Atsushi Maruo Sohta Yamaguchi Maiko Mori Fumiyoshi Yamaguchi Yasunori Yoshimura Michizo Yamanaka Tsutomu Harino Board Members Audit &Supervisory Ikuo Kumano Yuichiro Fukui Takao Kimura Keiko Fukuchi President, Member of the Board of Directors, Representative Director Senior Managing Member of the Board of Directors, Representative Director Senior Managing Member of the Board of Directors, Representative Director Member of the Board of Directors, Executive Corporate Officer Member of the Board of Directors, Executive Corporate Officer Member of the Board of Directors, Outside Director Member of the Board of Directors, Outside Director Member of the Board of Directors, Outside Director Audit & Supervisory Board Member Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Note: Up to three skills in which the Members of the Board of Directors and Audit & Supervisory Board Members possess particularly high expertise and which are expected of Members of the Board of Directors and Audit & Supervisory Board Members are indicated. – 9 – Reference Standards for the Independence of Outside Officers 1. Independent Outside Officers under these standards are defined as those who satisfy the legal requirements of Outside Officers and do not fall under any of the followings: (1) A person who executes business of the Company or its consolidated subsidiaries (the “Group”)1, or who had executed the business of the Group for a period of 10 years before having been appointed to do so (2) A major shareholder of the Company2 (including those that were major shareholders in the past three years) or a person who executes business of such a shareholder when the shareholder is a corporate entity, a cooperative or other such group (including those that were major shareholders in the past three years), or a person who executes business of a corporate entity, cooperative or other such group (including those that were major shareholders in the past three years) for which the Company is a major shareholder (3) A person that executes business of a company that has a significant transactional relationship with the Group3, or business of its parent or subsidiaries (4) A person who is a lawyer, certified public accountant, other kind of consultant, or a person who executes business of a corporate entity, a cooperative or other such group, and has received, apart from director/audit & supervisory board member remuneration from the Group, a significant amount of money or other property benefits4 from the Group (5) A person who executes business of a corporate entity, a cooperative or other such group that has received donations, etc. exceeding a certain amount5 from the Group (6) A person who belongs to an auditing firm that is an accounting auditor of the Group or who belonged to an accounting firm that was an accounting auditor of the Group in the past three years (7) A person who executes business of a company or of its parent or subsidiaries that employ a member of the board of directors from the Group or employed a member of the board of directors from the Group in the past three years (8) A spouse or a relative within two (2) degrees of kinship of a person who falls under any of the (1) through (7) above (9) A person who might potentially pose continual and substantial conflict of interest with overall general shareholders of the Company due to reasons not provided in (1) through (8) above. Notes: 1) A person who executes business refers to an executive director, executive, corporate officer, employees executing business, and other persons with similar authority 2) A major shareholder refers to a shareholder who directly or indirectly holds 10% or more of the Company’s voting rights 3) A company that has a significant transactional relationship with the Group refers to a company falling under any of the followings: (i) A company for which the Group is a major business partner A company that received payment from the Group of more than 2% of its total consolidated net sales in any of the most recent three fiscal years (ii) A company that is a major business partner for the Group A company that paid to the Group more than 2% of consolidated net sales of the Company in any of the most recent three fiscal years, or a company that had extended to the Group the amount of loans equivalent to more than 2% of the consolidated total assets of the Company as of the end of the latest fiscal year 4) A significant amount of money or other property benefits refer to 10 million yen per year on average over the last three fiscal years, or more than 2% of the total annual revenue on average over the last three fiscal years if a person receiving such a significant amount of money or other property benefits is a corporate entity, cooperative or other such group 5) Donations, etc. exceeding a certain amount refer to donations/subsidies exceeding the amount of 10 million yen per year on average over the last three fiscal years or 2% of the total annual revenue of the corporate entity, cooperative or other such group in the latest fiscal year, whichever is greater 2. Even in the event a person falls under any of the items (1) through (9) set forth above, the Company may appoint the person as its Outside Officer if the Group Nomination Committee believes the person is suitable for the position as an Outside Officer with sufficient independence based on overall evaluation of his/her independence, provided that the Committee externally provides an explanation as to why it believes such person fully satisfies the requirements as an Outside Officer stipulated in the Companies Act and thus qualifies as an Outside Officer with sufficient independence. -END- – 10 – [Attachments] Business Report (from April 1, 2021 to March 31, 2022) 1. Current Status of the Corporate Group (1) Progress and results of business The Group’s net sales for the current fiscal year were 56,607 million yen. As for expenses, cost of sales was 30,255 million yen, and selling, general and administrative expenses were 21,556 million yen. As a result, operating profit was 4,795 million yen. Non-operating income was recorded at 379 million yen, and non-operating expenses were recorded at 294 million yen; therefore, ordinary profit was 4,880 million yen. In addition, due to factors such as gain on sale of non-current assets from transfer of land and buildings owned by the Company’s consolidated subsidiary ASKA Pharmaceutical Co., Ltd. being recorded at 9,425 million yen, 9,683 million yen was recorded as extraordinary income. On the other hand, due to cancellation of the development of CDB-2914(ulipristal), requested by ASKA Pharmaceutical Co., Ltd., in addition to extraordinary losses due to factors such as impairment of intangible assets being recorded at 6,891 million yen, extraordinary losses were 8,400 million yen due to factors such as loss on valuation of investment securities being recorded at 1,151 million yen. Due to the above, profit attributable to owners of parent was 4,290 million yen. (In millions of yen) FY2020 (Year ended March 31, 2021) FY2021 (Year ended March 31, 2022) (Current fiscal year) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Note: Values for the 101st business term are recorded with reference to values announced as ASKA 55,181 3,609 3,092 2,713 56,607 4,795 4,880 4,290 Pharmaceutical Co., Ltd. Other10.3%¥5,816 million (Reference) SalesComposition Pharmaceuticalbusiness89.7%¥50,791 millionNet sales Operating profit margin ROE FY2021 (Year ended March 31, 2022) (Current fiscal year) ¥56.6 billion 8.5% 8.8% – 11 – [Operating performance by business segment] Pharmaceutical business Net sales: ¥50,791 million Segment profit: ¥5,088 million Due to the growth of obstetrics and gynecology (Ob/Gyn) products, a strength of the Company, the pharmaceutical business remained generally strong in spite of the impact of the off-year National Health Insurance (NHI) drug price revisions first enacted in April 2021 and measures to control medical expenditures. By product, there was substantial growth in the Ob/Gyn field, with sales of GnRH antagonist RELUMINA tablets amounting to 7,334 million yen and sales of dysmenorrhea agents FREWELL amounting to 3,463 million yen. In addition, sales of thyroid hormone THYRADIN, a main product in the area of internal medicine, increased to 7,499 million yen, and sales of poorly absorbable rifamycin antibacterial agents RIFXIMA increased to 4,854 million yen. Furthermore, sales of authorized generic CANDESARTAN were 12,394 million yen, and sales of LH-RH derivative LEUPRORELIN were 5,183 million yen due to an increase in demand for substitutes stemming from supply issues with other companies’ products. As a result, net sales amounted to 50,791 million yen and segment profit amounted to 5,088 million yen. Other Net sales: ¥5,816 million Segment profit: ¥360 million Net sales of the Other Businesses segment, which is engaged in a range of businesses including veterinary medicines, testing, and medical devices, were strong mainly in pharmaceuticals for livestock and companion animals and animal feed additives in the veterinary medicine business. As a result, net sales amounted to 5,816 million yen and segment profit amounted to 360 million yen. – 12 – [Status of R&D] The Company has worked on research for drug discovery and clinical development in core areas positioned by the Company, including internal medicine, Ob/Gyn and urology; and has focused on in-licensing activities and a strategy to form business alliance with other companies. In September 2021, the Company signed a joint enterprise agreement with Toray Industries, Inc. for the antiadhesive material TRM-270C (Toray development code), under joint development by Toray Industries, Inc. and Nanotheta Co., Ltd., with Japan as the territory. In September 2021, the Company signed a license agreement to acquire exclusive development rights and exclusive sales rights in Japan for the combination drug relugolix (development code: TAK-385), owned by Takeda Pharmaceutical Company Limited, for the treatment of uterine fibroids. CDB-2914 (Hereafter, Ulipristal), for which approval was petitioned for manufacture and sale for the treatment of uterine fibroids in December 2019, remained approved for limited diseases in Europe due to serious liver damage arising in Ulipristal patients. Therefore, the Company determined that newly gaining approval in Japan would be difficult and decided to withdraw the petition for approval in September 2021. Regarding joint drug discovery research targeting selective ion channels being carried out with RaQualia Pharma Inc., a new joint research agreement was signed in November 2021 to work on creating new medicines using previously gained results. In addition to improvement of symptoms arising from uterine fibroids (hypermenorrhea, lower abdominal pain, low back pain, anemia) RELUMINA tablets 40mg Relugolix were approved as effective for improvement of pain arising from endometriosis in December 2021. Based on the results of Phase IIa trials of AKP-009 Ludaterone Acetate, under joint development with KYORIN Pharmaceutical Co., Ltd., for benign prostatic hyperplasia, additional Phase I trials conducted to confirm maximum effectiveness were completed. LF111 Drospirenone, under development as effective as an oral contraceptive, completed Phase I and II trials and began Phase III trials. Based on the above, R&D expenses for the fiscal year ended March 31, 2022 amounted to 3,598 million yen. (2) Status of capital investments, etc. During the current consolidated fiscal year, the Company made capital investments totaling 2,277 million yen (including intangible assets), which consist primarily of acquisition of sales rights, etc. (3) Status of financing The Company has signed an agreement on a commitment line, totaling 3.0 billion yen, with a financial institution to raise working capital more efficiently; the balance of borrowings outstanding during the current fiscal year has reached 0.3 billion yen. (4) Status of material organizational restructuring In April 2021, the Company acquired all shares of subsidiary companies (ASKA Animal Health Co., Ltd. and ASKA Pharma Medical Co., Ltd.) owned by the Company’s wholly owned subsidiary ASKA Pharmaceutical Co., Ltd. from said company by paying dividends in kind. This made ASKA Animal Health Co., Ltd. and ASKA Pharma Medical Co., Ltd. consolidated subsidiaries financed 100% by the Company. In addition, the Company acquired 20.04% of the shares of JAPAN GLASS INDUSTRY CO., LTD. in April 2021. This made said company an equity-method affiliate of the Company. – 13 – (5) Challenges to be addressed: Medium- to long-term management strategies The Group will work on the following seven strategies in the medium-term management plan begun in FY2021 to become the “Total Healthcare Company with a Strong Foundation as a Specialty Pharma Company” the Group strives to be while further developing our previously built foundation. 1．To enhance corporate value by strengthening initiatives in the specialty areas, we will contribute to improving women’s quality of life by continuing to develop and sell Ob/Gyn products. Furthermore, we will promote disease-awareness activities within the thyroid field, with a focus on the thyroid hormones we first released 100 years ago. 2．To continuously create new drugs, we will work on leveraging open innovations and global alliance activities through collaboration with our newly founded London office. 3．As part of developing overseas operations, we will further collaborative relationships with our partners, mainly in Asia. IT. 4．To provide new value to realize “total healthcare,” we will establish business with minimally invasive testing methods within the Testing and Diagnostic business. In the field of livestock and fisheries, we will also develop and sell products that strengthen animal reproduction, immunity, and nutrition to support the health of companion animals. 5．To reinforce our financial base, we will promote operational efficiency and cost management through use of 6．To continue to be a company that earns society’s trust, we will fulfill our responsibilities as a life-related company by fostering an organizational culture that emphasizes accountability and ensuring thorough compliance. 7．To appropriately use human resources to realize growth strategies, we will create an organizational system that can manage diverse career preferences through a new human resources system and expand employees’ abilities through systematic training. Regarding development, as a specific initiative, AKP-009 Ludaterone Acetate, a product created by the Company and under development with KYORIN Pharmaceutical Co., Ltd., is in ongoing clinical trials for the treatment of benign prostatic hyperplasia. In addition, in drug discovery and alliance activities, we will work to develop and expand our pipeline by moving to the next stage of development with the antiadhesive material TRM-270C (Toray development code), for which we signed a joint enterprise agreement with Toray Industries, Inc., and the combination drug relugolix (TAK-385), for which we signed a license agreement to acquire exclusive development rights and exclusive sales rights in Japan for the treatment of uterine fibroids, in the Ob/Gyn field, and through drug discovery research activities focused on ASKA Pharmaceutical Co., Ltd. In our business activities, we have introduced a system of specialty areas and worked on improvement and optimization of the quality of information provision to conduct information-provision activities with a focus on the Ob/Gyn field at ASKA Pharmaceutical Co., Ltd. and RIFXIMA. In particular, we will improve our presence in the Ob/Gyn field by providing information on JEMINA combination tablets and Riona tablets, which are being copromoted, and by focusing on RELUMINA tablets, which have added an indication for endometriosis in addition to uterine fibroids. In addition, due to revision of the guidelines for RIFXIMA tablets, they have been positioned as a standard medicine in the treatment of hepatic encephalopathy and will be more widespread. Furthermore, THYRADIN, which we first released 100 years ago and which has a domestic share of over 90%, is a drug that is indispensable in medical settings. We will maintain a stable supply system and continue to promote awareness activities for thyroid diseases as a leading company in the treatment of thyroid diseases. In addition, ASKA Animal Health Co., Ltd., which sells veterinary medicines, feed, etc., will continue to develop and sell products that can contribute to animal welfare to realize the Company’s goal of total healthcare. Furthermore, ASKA Pharma Medical Co., Ltd., which conducts the Testing and Diagnostic business, developed and began selling a hair hormone level measurement kit that makes it possible to assess the risk of androgenetic alopecia (AGA) by measuring dihydrotestosterone (DHT), using technology that measures steroid hormones from hair. The Company will expand business in the future using this technology. In addition to the above, the Group started an ESG Committee in April 2021 and identified 17 material issues to accomplish sustainable growth and the resolution of social issues. In the future, by promoting the resolution of ESG and SDGs (sustainable development goals) through initiatives toward material issues, we will fulfill our social responsibility as a company and contribute to building a sustainable society, aiming to further improve our corporate value. We appreciate your continued support and cooperation of our shareholders. – 14 – (6) Status of assets and profit and loss for current and past three fiscal years Net sales (in millions of yen) Ordinary profit (in millions of yen) Profit attributable to owners of parent (in millions of yen) Total assets Net assets (in millions of yen) Earnings per share (in yen) Net sales Ordinary profit Profit attributable to owners of parent Earnings per share (yen) Total assets Net assets (In millions of yen, unless otherwise stated) FY2018 (Year ended March 31, 2019) 46,706 1,980 FY2019 (Year ended March 31, 2020) 52,542 1,715 FY2020 (Year ended March 31, 2021) 55,181 3,092 FY2021 (Year ended March 31, 2022) (Current fiscal year) 56,607 4,880 1,744 649 2,713 4,290 151.22 83,297 48,892 Note: Values for the 101st business term and before are recorded with reference to values announced as ASKA Pharmaceutical Co., Ltd. 61.81 82,194 43,456 22.96 80,239 41,573 95.72 82,582 44,510 – 15 – (7) Information on parent company and significant subsidiaries (as of March 31, 2022) 1) Information on parent company Not applicable 2) Information on significant subsidiaries Company name Main lines of business Share capital (in millions of yen) Ratio of the Company’s voting rights (%) ASKA Pharmaceutical Co., Ltd. 1,197 100.0 Manufacture and sale of pharmaceuticals and healthcare business ASKA Pharma Medical Co., Ltd. 30 100.0 Investigation business ASKA Animal Health Co., Ltd. 100 100.0 Manufacture, sale, and import/export of veterinary medicines, feed, feed additives, etc. Note: The status of the specified wholly owned subsidiary on the last day of the current fiscal year is as follows. Name of the specified wholly owned subsidiary ASKA Pharmaceutical Co., Ltd. Address of the specified wholly owned subsidiary Book value of shares of the specified wholly owned subsidiary of the Company Total assets of the Company ¥40,063 million ¥41,301 million 5-1, Shibaura 2-chome, Minato-ku, Tokyo (8) Main lines of business (as of March 31, 2022) The Group’s main lines of business are as follows: Business segment Lines of business Pharmaceutical business Manufacture and sale of pharmaceuticals and healthcare business Other Manufacture and sale of veterinary medicines, investigation business, and medical equipment – 16 – (9) Main offices and works (as of March 31, 2022) The Company Head Office 5-1, Shibaura 2-Chome, Minato-ku, Tokyo ASKA Pharmaceutical Co., Ltd. Head Office Minato-ku, Tokyo Shonan Research Center Fujisawa City, Kanagawa Prefecture Iwaki Factory Iwaki City, Fukushima Prefecture Sales Office Sapporo, Tohoku (Sendai City, Miyagi Prefecture), Koriyama, Tokyo (Minato-ku, Tokyo), Yokohama, Saitama, Chiba, Kitakanto (Utsunomiya City, Tochigi Prefecture), Niigata, Matsumoto, Kanazawa, Nagoya, Shizuoka, Kyoto, Osaka, Kobe, Takamatsu, Chugoku (Hiroshima City, Hiroshima Prefecture), Fukuoka, and Kumamoto ASKA Pharma Medical Co., Ltd. ASKA Animal Health Co., Ltd. Head Office Head Office Fujisawa City, Kanagawa Prefecture Minato-ku, Tokyo (10) Information on employees (as of March 31, 2022) Information on the Corporate Group’s employees Consolidated number of employees 777 (101) Notes: 1. The number of employees shown above denotes that of full-time employees. The annual average number of part-timers and temporary employees is shown in brackets. 2. As this is the first year since founding, no comparison has been done with the previous consolidated fiscal year. (11) Information on main lenders (as of March 31, 2022) Lender Outstanding borrowings Development Bank of Japan Inc. Nippon Life Insurance Company ¥3,875 million ¥3,000 million Note: Other than those above, there are syndicated loans with the total amount of 6,200 million yen. (12) Other important information on the Corporate Group Not applicable – 17 – 2. The Company’s Current Status (1) Investor information (as of March 31, 2022) 1) Number of shares authorized 2) Number of shares issue 3) Number of shareholders 4) Top 10 major shareholders 90,000,000 30,563,199 8,679 Name of shareholder Master Trust Bank of Japan, Ltd. (trust Account) Takeda Pharmaceutical Company Limited ZERIA Pharmaceutical Co., Ltd. MUFG Bank, Ltd. Takashi Yamaguchi Custody Bank of Japan, Ltd. (Trust account) Kabushiki Kaisha YAMAGUCHI Aioi Nissay Dowa Insurance Co., Ltd. Nippon Life Insurance Company Number of shares held (thousands) 3,240 Percentage of shares held (%) 11.47 2,204 1,798 1,100 882 822 579 530 522 7.80 6.36 3.89 3.12 2.91 2.05 1.87 1.85 The Toa Reinsurance Company, Limited. Notes: 1) The Company holds 2,321,356 shares as treasury shares, which are not included in the list of major 1.77 500 shareholders. 2) Shareholding ratio is based on the number of shares exclusive of treasury shares (2,321,356 shares). 3) Treasury shares (2,321,356 shares) does not include 58,500 shares held by Master Trust Bank of Japan (Employee Stockholding ESOP Trust Account No. 76361). 5) Status of shares issued to Company executives as consideration for performance of duties in the current fiscal year Number of shares Number of people to whom shares were issued Members of the Board of Directors (excluding Members of the － － Board of Directors, Outside Directors) Note: Of the shares issued to Members of the Board of Directors of the Company, the number of shares issued to the three persons serving concurrently as Members of the Board of Directors of ASKA Pharmaceutical Co., Ltd. is 29,100 shares. – 18 – (2) Information on share acquisition rights, etc. Not applicable (3) Information on the Company’s Executives 1) Information on Members of the Board of Directors and Audit & Supervisory Board Members (as of March 31, 2022) Position Name Areas of responsibility in the Company and significant concurrent position Member of the Board of Directors, Outside Director Yasunori Yoshimura President, Member of the Board of Directors, Representative Director Senior Managing Member of the Board of Directors, Representative Director Senior Managing Member of the Board of Directors, Representative Director Member of the Board of Directors, Outside Director Member of the Board of Directors, Outside Director Audit & Supervisory Board Member Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Takashi Yamaguchi Responsible for the Entire Group Management Member of the Board of Directors, Representative Director, Chairman of the Board of ASKA Pharmaceutical Co., Ltd. Atsushi Maruo Assistant to the President Member of the Board of Directors, Vice Chairman of the Board of ASKA Pharmaceutical Co., Ltd. Sohta Yamaguchi President, Member of the Board of Directors, Representative Director of ASKA Pharmaceutical Co., Ltd. Representative Director of YOSHIMURA BIOETHIC INSTITUTE Outside Director (Audit & Supervisory Committee Member) of Pan Pacific International Holdings Corporation Professor Emeritus of Keio University President and CEO of THE YOSHIDA DENTAL MFG. CO., LTD. President and CEO of YOSHIDA SEIKO., LTD. Vice Chairman of YOSHIDA DENTAL TRADE DISTRIBUTION CO., LTD. President and Representative Director of Tamanoi Vinegar Co., Ltd. President and Representative Director of Tamanoi vinegar kurosumate Co., Inc. Audit & Supervisory Board Member of ASKA Animal Health Co., Ltd. Audit & Supervisory Board Member of ASKA Pharma Medical Co., Ltd. Michizo Yamanaka Tsutomu Harino Ikuo Kumano Yuichiro Fukui Takao Kimura Representative Partner of TK Pharma Partners LLC. Keiko Fukuchi Representative of Fukuchi Keiko Tax Accountant Office Outside Director (Audit and Supervisory Committee Member) of KAWADA TECHNOLOGIES, INC Outside Auditor of KAWADA INDUSTRIES, INC. Notes: 1) Keiko Fukuchi, Outside Audit & Supervisory Board Member, is a certified public tax accountant and has considerable knowledge of finance and accounting. 2) Changes in Members of the Board of Directors and Audit & Supervisory Board Members during the current fiscal year are as follows. (i) Members of the Board of Directors Kazuhiko Kato, Yuichiro Fukui, Ikuo Kumano and Audit & Supervisory Board Members Satoshi Komatsu and Hideshige Kito retired from their office at the conclusion of the Extraordinary General Meeting of Shareholders held on June 24, 2021. (ii) Audit & Supervisory Board Members Ikuo Kumano and Yuichiro Fukui were re-appointed and assumed office at the Extraordinary General Meeting of Shareholders held on June 24, 2021. 3) The Company reported the designations of all of its Members of the Board of Directors, Outside Directors and Outside Audit & Supervisory Board Members as independent officers under the provisions of Tokyo Stock Exchange, Inc. – 19 – 2) Overview of limited liability agreement The Company has entered into an agreement with each of its Members of the Board of Directors, Outside Directors and Audit & Supervisory Board Members, which limits their liability for damages stipulated in Article 423, paragraph (1) of the Companies Act up to the minimum liability amount stipulated in Article 425, paragraph (1) of the Act. 3) Overview of directors and officers liability insurance policy The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in Article 430-3, paragraph (1) of the Companies Act. Damages borne by insured persons in the performance of their duties, or expenses arising from disputes by legal action, are covered by this insurance policy. The persons insured by the insurance policy are Members of the Board of Directors, Audit & Supervisory Board Members, and Corporate Officers of the Company and the Company’s subsidiaries, and the insurance premiums for all insured persons are borne by the Company in full. 4) Remuneration, etc. for Members of the Board of Directors and Audit & Supervisory Board Members a) Policies on determining remuneration, etc. of directors The Company made a resolution on the determination policy regarding remuneration, etc. for individual Members of the Board of Directors at the Board of Directors meeting held on May 17, 2021. In addition, the Board of Directors has confirmed that the determination method for remuneration, etc. and the determined remuneration, etc. regarding remuneration, etc. for individual Members of the Board of Directors for the current fiscal year conforms with the determination policy resolved by the Board of Directors and that the findings of the Group’s Remuneration Committee have been respected. They have judged that these are in accordance with the determination policy. Policy and Procedure on Member of the Board of Directors Remuneration (1) The Group’s Remuneration Committee deliberates on the remuneration for Members of the Board of Directors of the Company after ensuring transparency, fairness and objectivity. Design of the remuneration system and the specific amount of remuneration are determined by the Board of Directors. (2) Remuneration for Members of the Board of Directors excluding Members of the Board of Directors, Outside Directors shall be designed to contribute to continued increase in the corporate value. Specifically, it shall consist of base salary as well as performance-based bonus serving as short-term incentive and stock compensation system serving as medium- to long-term incentive. (3) In order to ensure fully functional supervision of the management, remuneration for Members of the Board of Directors, Outside Directors shall consist of base salary only, without short-term or medium- to long-term incentive. [Base salary] Basic remuneration for Members of the Board of Directors shall be an annual base salary. Its amount shall be determined based on their position (rank), responsibilities and period of service. It shall be paid on a monthly basis. [Performance-based bonus] Performance-based bonus for Members of the Board of Directors excluding Members of the Board of Directors, Outside Directors shall be paid at a certain time each year. The amount of bonus to be paid to Members of the Board of Directors with special titles shall be determined by multiplying the annual base salary by a bonus calculation coefficient defined for each position (rank) and a payment coefficient based on the Company’s business performance (operating profit, etc.) for the previous fiscal year. For Members of the Board of Directors who also serve as employees of the Company, incentives shall be provided by including the performance-based bonus into the bonuses provided to them as employees. [Restricted stock compensation] For purpose of providing incentives to sustainably increase the Company’s corporate value, as well as for purpose of further promoting shared value between the shareholders and Members of the Board of Directors, restricted stock shall be granted at a certain time each year within the scope of the maximum amount and maximum number of shares approved at General Meeting of Shareholders. The number of shares of restricted – 20 – stock to be granted to individual Members of the Board of Directors shall be determined in consideration of their position (rank), responsibilities, period of service and other factors. Based on an idea that it is important to work on management from medium- to long-term perspective, the proportion of base salary, performance-based bonus and restricted stock compensation shall be configured with emphasis on the level and stability of basic remuneration (base salary) with additional consideration on improvement in single-year business performance and the pursuit of shareholder interests. The proportion of each type of remuneration for Members of the Board of Directors excluding Members of the Board of Directors, Outside Directors is not fixed because the amount of remuneration is determined according to the business performance in each fiscal year. However, the proportion of base salary, performance-based bonus and restricted stock compensation fits roughly in the following scope: Base salary: performance-bases bonus: restricted stock compensation = 60-90%: 0-25%: 10-25%. The specific amount of remuneration for each Member of the Board of Directors shall be determined by the Board of Directors within the maximum amount of remuneration, etc. approved at the General Meeting of Shareholders, based on the report from the Group’s Remuneration Committee, an advisory committee in which half of the members consists of Outside Officers, etc. b) Total amount of remuneration, etc. for the current fiscal year. Classification Total amount of compensation, etc. (In millions of yen) Total amount by type of compensation, etc. (In millions of yen) Base salary Performance-bases bonus Restricted stock compensation Number of target Officers (person) 3 (3) － (－) － (－) 23 (23) 23 (23) Members of the Board of Directors (Members of the Board of Directors, Outside Directors) Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members) Total (Outside Officers) Notes: 1) The amount of compensation or the like for Members of the Board of Directors does not include the portion of employee’s salary for members of the board of directors who also serve as employees of the Company. 61 (33) 61 (33) － (－) － (－) － (－) － (－) 38 (9) 38 (9) 4 (2) 7 (5) 2) The number of target Officers records the number of Officers paid remuneration by the Company. In addition to the above, the total amount of remuneration, etc. received by six Members of the Board of Directors of the Company from its subsidiary (ASKA Pharmaceutical Co., Ltd.) is 250 million yen. The total amount of remuneration, etc. received by two Audit & Supervisory Board Members of the Company from its subsidiary (ASKA Pharmaceutical Co., Ltd.) is 3 million yen. 3) The performance index for performance-based remuneration, etc. is operating profit, and those results are 4,795 million yen. The reason the index was chosen is that it is important as an indicator of achievement of management goals; therefore, it was determined to be an appropriate index for performance-based remuneration. In addition, the calculation method for performance-based remuneration is as described in “a) Policies on determining remuneration, etc. of directors.” 4) Non-monetary remuneration, etc. is Company shares, and the requirements when these are allocated are as described in “a) Policies on determining remuneration, etc. of directors.” In addition, issuance for the current fiscal year is as described in “2. The Company’s Current Status (1) Investor information 5) Status of shares issued to Company executives as consideration for performance of – 21 – duties in the current fiscal year.” 5) Based on the resolution of the Extraordinary General Meeting of Shareholders held on June 24, 2021, the upper limit on compensation for Members of the Board of Directors was set at 500 million yen per year (including 70 million yen for Members of the Board of Directors, Outside Directors and excluding the portion of employee’s salary for Members of the Board of Directors who also serve as employees of the Company). The number of Members of the Board of Directors at the end of the Extraordinary General Meeting of Shareholders was 6 (including 3 Members of the Board of Directors, Outside Directors). Separately from this compensation, the upper limit on restricted stock compensation was set at 100 million yen per year based on the resolution of the Extraordinary General Meeting of Shareholders held on June 24, 2021. The number of Members of the Board of Directors at the end of the Extraordinary General Meeting of Shareholders was 3 (excluding the Members of the Board of Directors, Outside Directors). 6) Based on the resolution of the Extraordinary General Meeting of Shareholders held on June 24, 2021, the upper limit on compensation for Audit & Supervisory Board Members was set at 150 million yen per year. The number of Audit & Supervisory Board Members at the end of the Extraordinary General Meeting of Shareholders was 4. 5) Information relating to Outside Officers a) Significant concurrent positions and their relationships with the Company Classification Name Yasunori Yoshimura Michizo Yamanaka Tsutomu Harino Takao Kimura Keiko Fukuchi Concurrent position Representative Director of YOSHIMURA BIOETHIC INSTITUTE Outside Director (Audit & Supervisory Committee Member) of Pan Pacific International Holdings Corporation Professor Emeritus of Keio University President and CEO of THE YOSHIDA DENTAL MFG. CO., LTD. President and CEO of YOSHIDA SEIKO., LTD. Vice Chairman of YOSHIDA DENTAL TRADE DISTRIBUTION CO., LTD. President and Representative Director of Tamanoi Vinegar Co., Ltd. President and Representative Director of Tamanoi vinegar kurosumate Co., Inc. Representative Partner of TK Pharma Partners LLC. Representative of Fukuchi Keiko Tax Accountant Office Outside Director (Audit and Supervisory Committee Member) of KAWADA TECHNOLOGIES, INC Outside Auditor of KAWADA INDUSTRIES, INC. Member of the Board of Directors, Outside Director Outside Audit & Supervisory Board Member Note: There is no significant transactions or other relationships between each of the concurrent positions and the Company. – 22 – b) Main activities during the current fiscal year Attendance to: Name Yasunori Yoshimura Michizo Yamanaka Director Tsutomu Harino Board of Audit & Supervisory Board Members meeting — — — Board of Directors meeting 17 out of 17 (100%) 17 out of 17 (100%) 17 out of 17 (100%) Takao Kimura 17 out of 17 (100%) 16 out of 16 (100%) Keiko Fukuchi 17 out of 17 (100%) 16 out of 16 (100%) Classification Member of the Board of Directors, Outside Outside Audit &Supervisory Board Member Overview of remarks and duties conducted regarding the role expected of Member of the Board of Directors, Outside Director He gave advice and made proposals to ensure the validity and appropriateness of the Board of Directors’ decision-making from a professional and independent standpoint as a medical scientist. He gave advice and made proposals to ensure the validity and appropriateness of the Board of Directors’ decision-making from an objective, unbiased, and wide-ranging perspective with his extensive experience of business management. He gave advice and made proposals to ensure the validity and appropriateness of the Board of Directors’ decision-making from an objective, unbiased, and wide-ranging perspective with his extensive experience of business management. He made remarks to ensure the appropriateness of the Board of Directors’ decision-making from a perspective based on his extensive experience as an executive officer responsible for pharmaceutical business development. He also discussed important matters on audits as needed and made necessary remarks in Board of Audit & Supervisory Board Members meetings. She made remarks to ensure the appropriateness of the Board of Directors’ decision-making from a perspective based on her specialized knowledge as a tax accountant. She also discussed important matters on audits as needed and made necessary remarks in Board of Audit & Supervisory Board Members meetings. Note: Other than the above Board of Directors meetings held, there were two written resolutions that are deemed to be Board of Directors resolutions under the provisions of Article 370 of the Companies Act and Article 25 of the Articles of Incorporation. – 23 – (4) Status of Accounting Auditor 1) Name of accounting auditor: Seiyo Audit Corporation 2) Amount of remuneration paid or payable to the Accounting Auditor Amount (in millions of yen) Remuneration payable to the Accounting Auditor for the current fiscal year Total amount of money or other property benefits payable to the Accounting Auditor by the Company and its subsidiaries Notes: 1) The Audit Contract between the Company and the Accounting Auditor does not separate and cannot practically separate the remuneration for audit under the Companies Act from the remuneration for audit under the Financial Instruments and Exchange Act. Accordingly, the amount of remuneration payable to the Accounting Auditor for the current fiscal year above represents the total amount of these remunerations. 42 14 2) The Audit & Supervisory Board has given an accord as to remuneration payable to the Accounting Auditor, as set forth in Article 399, paragraph (1) and (2) of the Companies Act, as a result of the review of the contents of the audit plan of the Accounting Auditor, the performance of its duties in prior fiscal years, and the basis for estimation of the remunerations, through acquisition of necessary materials and hearings from Members of the Board of Directors, related divisions/departments in the Company and the Accounting Auditor. 3) Non-audit services Not applicable 4) Policy for determining the dismissal or non-reappointment of the accounting auditor Apart from the dismissal of the Accounting Auditor by the Audit & Supervisory Board for reasons of a circumstance falling under any of the items of Article 340 of the Companies Act, if it is deemed basically difficult for the Accounting Auditor to properly perform their duties, a proposal for the dismissal or non-reappointment of the Accounting Auditor shall be submitted to a General Meeting of Shareholders, upon such decision of the Audit & Supervisory Board. 5) Summary of contents of liability limitation agreements Not applicable – 24 – (5) Systems for Ensuring Appropriate Business Operations The Company resolved the “Basic Policy for Building an Internal Control System” at the Board of Directors meeting held on April 1, 2021. The current basic policy is as follows. The Company is determined to properly operate and further improve/strengthen its internal control system through continued review of the system in line with changes in social environments. 1) Systems for ensuring that the execution of duties by Member of the Board of Directors complies with laws, regulations and the Articles of Incorporation; and other systems to ensure appropriate business operations of the corporate group consisting of the Company and its subsidiaries The Company and its subsidiaries have formulated a compliance program and provide that they shall respect human rights both in Japan and abroad, comply with and respect the spirit of related laws, regulations, etc. and act in a highly ethical and socially responsible manner. To ensure that the Company and its subsidiaries act in accordance with the program, their Member of the Board of Directors shall take the lead in acting and abiding by the program, and disseminate and instill corporate ethics throughout the Group by raising awareness of and educating on compliance. 2) System for the storage and management of information with regard to the execution of duties by Member of the Board of Directors of the Company Member of the Board of Directors shall properly store and manage documents related to the execution of their duties (including those recorded in electromagnetic media) and other important information in accordance with the Group’s Document Handling Rules and other rules and regulations. The Company shall build a system to store and manage information group-wide based on the Group’s The Company shall seek to secure the safety and reliability of its information assets based on its Document Handling Rules. Information Security Policy. 3) Rules and other systems for managing risks of loss with respect to the Company The Company has classified risks and stipulated how to communicate information in case of emergency based on its Business Risk Management Rules, and is strongly committed to managing group-wide risks by raising awareness of and educating on risk management. 4) Systems for ensuring the duties of Member of the Board of Directors of the Company are efficiently performed The Company holds a meeting of the Board of Directors basically once a month and also holds special meetings of the Board of Directors as needed, to make decisions on business execution policies and other important matters concerning business operations and to supervise the execution of business operations. The Company holds management meetings basically once a month to deliberate/make decisions on management related issues, and examine important issues including management policies and strategies. The Company performs duties efficiently by specializing in unifying subsidiaries and in the formulation and promotion of Group strategies through our holding company structure. The Company ensures operational efficiency and effectiveness of its internal control by promoting computerization. 5) System for ensuring that employees of the Company perform their duties in accordance with laws, regulations and the Articles of Incorporation The Company has formulated a compliance program and has ensured that employees are fully aware of the need to comply with relevant laws, regulations and the Articles of Incorporation by providing education programs and measuring the level of penetration at regular intervals. The Company employs a whistle-blower system as a consulting desk for comp