Astellas Pharma : Notice of Convocation of the 17th Term Annual Shareholders Meeting（pdf 2.9MB）

The Notice of Convocation

(Securities Code 4503)

May 27, 2022

To: Shareholders

Notice of Convocation of the 17th Term Annual Shareholders Meeting

Dear Madam/Sir:

You are hereby notified that the 17th Term Annual Shareholders Meeting of Astellas Pharma Inc. (the "Company") will be held as stated below.

With a view to preventing the spread of the Coronavirus Disease (COVID-19), we ask that shareholders refrain as much as possible from attending the Annual Shareholders Meeting in person, and instead consider options that include attending via the Internet (online attendance), or otherwise exercising their voting rights beforehand, either in writing or via the Internet or other such means.

Please refer to the Guidance for Means of Exercising Voting Rights attached below for details regarding online attendance and exercising your voting rights beforehand.

Yours faithfully,

By: Kenji Yasukawa

Representative Director,

President and CEO

Astellas Pharma Inc.

2-5-1,Nihonbashi-Honcho,Chuo-ku

Tokyo, Japan

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Particulars

1. Date and Time: 10:00 a.m. on Monday, June 20, 2022 (Admission commences at 9:00 a.m.)
2. Place:"Banquet Room Fuyo" Hotel New Otani Tokyo (The Main Bldg. Banquet Floor)
3. 
   4-1,Kioi-cho,Chiyoda-ku, Tokyo
4. Purpose:
   Matters to be reported:
5. 1. Report on the Business Report, Consolidated Financial Statements and Financial Statements for the 17th Term Business Year (from April 1, 2021 to March 31, 2022);
   2. Report on the Results of Audit by Financial Auditor and the Audit & Supervisory Committee for Consolidated Financial Statements for the 17th Term Business Year (from April 1, 2021 to March 31, 2022)

Matters to be resolved:

First Proposal: Partial Amendment to the Articles of Incorporation

Second Proposal: Election of Six (6) Directors (Excluding Directors Who Are

Audit & Supervisory Committee Members)

Third Proposal: Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

-End-

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Disclosure on the Internet

1. In accordance with the relevant laws and regulations as well as Article 16 of the Articles of Incorporation of the Company, the following items are posted on the Company's website on the Internet, and therefore, are not included in this Notice of Convocation.

• Matters concerning Subscription Rights to Shares
• Systems to Ensure the Appropriate Execution of Business
• Consolidated Statements of Changes in Equity
• Notes to Consolidated Financial Statements
• Statements of Changes in Net Assets
• Notes to Financial Statements

Business Report, Consolidated Financial Statements, and Financial Statements audited by the Audit & Supervisory Committee and Consolidated Financial Statements and Financial Statements audited by Financial Auditor comprise the statements included in the Notice of Convocation and the abovementioned items posted on the Company's website.

2. In the case of revisions to the Reference Documents for the Shareholders Meeting, Business Report, Consolidated Financial Statements, or Financial Statements, the Company will provide the revised details on its website.

The Company's website: https://www.astellas.com/en/investors/shareholders-meeting

*If any part of the originals of Reference Documents for Shareholders Meeting, Business Report, Consolidated Financial Statements, or Financial Statements in Japanese is revised, English translation of the Notice of Convocation will be updated and provided on the Company's website:https:/www.astellas.com/en/investors/shareholders-meeting

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Notice Regarding Measures Against the Coronavirus Disease (COVID-19) Outbreak

Considering the safety of our shareholders, employees, and Directors, we have decided on the following policy for holding the Annual Shareholders Meeting in order to prevent the spread of infection from Coronavirus Disease (COVID-19).

We ask for your understanding in this matter.

• This year, we plan to hold a smaller and shorter meeting than usual. Since we will increase the space between shareholders' seats, we may be unable to ensure an adequate number of seats, and may have to restrict the number of shareholders able to enter the venue.
• We ask shareholders who plan to attend in person to give consideration to preventing the spread of infection by bringing and wearing masks. In addition, we will check your temperature near the venue entrance, and if you are found to have a fever, or if you appear to be unwell, you may be refused entry and asked to return home.
• The operation staff of the Annual Shareholders Meeting will be wearing masks.
• In addition to the above, we may take measures necessary to ensure the safety of shareholders, employees and Directors, and to prevent the spread of infection at the venue of the Annual Shareholders Meeting.
• As the situation evolves, any major changes in the operation of the Annual Shareholders Meeting will be notified on the Company's website. If you plan to attend the meeting in person, please be sure to check the Company's website before coming.
• Please consider the option of attending via the Internet (online attendance). (Refer to page 8 for details.)

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Guidance for Means of Exercising Voting Rights:

In case that voting rights are exercised beforehand:

In case that voting rights are exercised via the Internet:

Deadline for Exercise: 5:00 p.m. on Friday, June 17, 2022 (completion of entry is required)

Please access to the Website for Exercise of Voting Rights at https://www.web54.netand enter your vote for approval or disapproval of each proposal following the on-screen guidance.

(Please refer to [Exercise of Voting Rights Beforehand via the Internet] on page 7.)

In case that voting rights are exercised by returning the Voting Card:

Deadline for Exercise: 5:00 p.m. on Friday, June 17, 2022 (arrival of the Voting Card at the Company is required by this time)

Please describe your vote for approval or disapproval of each proposal on the Voting Card and post the Voting Card without putting stamps.

In case that voting rights are exercised when attending the Annual Shareholders Meeting:

In case that the shareholder attends via the Internet (online attendance): Date and Time: 10:00 a.m. on Monday, June 20, 2022

Please access the shareholder portal via the following URL from your computer, smartphone or tablet device.

Make sure you have the enclosed Instructions for Attendance Via the Internet (Online Attendance) on hand as you refer to the instructions on page 8.

URL of shareholder portal: https://4503.ksoukai.jp/

In case that the shareholder attends at the Annual Shareholders Meeting venue: Date and Time: 10:00 a.m. on Monday, June 20, 2022

Please submit the Voting Card to the reception. (Seal is not required.)

Please note that, except for an accompanied person assisting a challenged/disabled shareholder, no one other than shareholders having the voting rights will be admitted to the place of meeting, even if such a person is a proxy who is not the shareholder or the accompanying person of a shareholder.

When exercising voting rights, the Company cordially requests that shareholders understand the following points:

Exercise of voting rights beforehand

1. In case that voting rights are exercised both beforehand by return of the Voting Card and by electronic means (via Internet, etc.), only the vote registered by electronic means (via Internet, etc.) will be recognized as valid.
2. In case that voting rights are redundantly exercised beforehand by the same means, only the last vote will be recognized as valid.
3. In case that no representation of either approval or disapproval is made when exercising voting rights beforehand, it shall be counted as a vote of approval.

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