Chugai Pharmaceutical : Notice of the 112th Annual General Meeting and Meeting Materials

[Translation: Please note that the following purports to be a translation from the Japanese original Notice of Convocation of the 112th Annual General Meeting of Shareholders for the Business Term Ended December 31, 2022 of Chugai Pharmaceutical Co., Ltd. prepared for the convenience of shareholders outside Japan with voting rights. However, in the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.]

Notice of Convocation of the 112th Annual General Meeting of Shareholders for the Business Term Ended December 31, 2022

Please consider exercising voting rights in writing or via the Internet to prevent the spread of COVID-19. Shareholders can view the Annual General Meeting of Shareholders online in real time.

Date and Time

10:00 a.m. on March 30, 2023 (Thursday)

Venue

Palace Hotel Tokyo - 2F Aoi

1-1, Marunouchi 1-chome,Chiyoda-ku, Tokyo

Matters for Resolution

First Proposal	Appropriation of Surplus
Second Proposal	Election of Five (5) Directors
Third Proposal	Election of Two (2) Audit &
	Supervisory Board Members

You are kindly requested to exercise

your voting rights in advance.

Deadline for exercising your voting rights in writing or via the Internet

No later than 5:30 p.m. on

March 29, 2023 (Wednesday)

Internet Live stream of the Annual General

Meeting of Shareholders

The meeting will be delivered on the Internet.

For details, see page 5.

Deadline for submitting advance questions

March 29, 2023 (Wednesday)

Securities Code: 4519

To the Shareholders

The Chugai Group's mission is to dedicate itself to adding exceptional value through the creation of innovative medical products and services for the benefit of the medical community and human health around the world. We undertake actions that give the highest priority to patients and consumers.

Healthcare expectations and needs are increasing more and more worldwide against the backdrop of factors including population growth, progressive demographic graying in each country, and dramatic progress in technology. At the same time, the realization of sustainable medical care with limited resources and funds has become a global issue. In such circumstances, we pharmaceutical companies aim to provide treatment and improve QOL for patients through the provision of pharmaceutical products, while facing increasing demands to help solve social issues such as the realization of sustainable medical care.

Based on the philosophy of "Innovation all for the patients," the Chugai Group aims to contribute to the resolution of social issues and the sound development of society by focusing on innovations centered on innovative drug discovery, and providing optimal medical care for each and every patient, while at the same time striving to sustainably increase corporate value. We ask for the further support of our shareholders in our endeavors.

Representative Director

President & CEO

Notice of Convocation of the 112th Annual General Meeting of Shareholders for the Business Term Ended December 31, 2022 Table of Contents

1

Notice of Convocation

Internet Live stream of the Annual General Meeting of Shareholders and Acceptance of Advance Questions

Reference Documents for General Meeting of Shareholders

First Proposal Appropriation of Surplus Second Proposal Election of Five (5) Directors

Third Proposal Election of Two (2) Audit & Supervisory Board Members

P.3

P.5

P.7

P.7

P.8

P.16

Business Report		P.27

1 Overview of Consolidated

	Business Activities		P.27
	Company's Shares		P.47
2

3 Company's Stock Acquisition Rights, etc. P.47

4	Company's Officers					P.48
	Accounting Auditor						P.54
5
	Framework to Ensure
6
	Operational Adequacy				P.54

Consolidated Financial

Statements P.55

Non-Consolidated
Financial Statements			P.57
Audit Report					P.59
Reference					P.41
Sustainability at Chugai					P.41

Communication with Stakeholders, including

Investors and Shareholders		P.43

Mission Statement

The Chugai Group upholds its Mission Statement-which consists of its mission, its Core Values and its Envisioned Future-

in order to meet a diverse array of stakeholder expectations as it realizes its corporate responsibility to society.

It is on the basis of this Mission Statement that the Chugai Group conducts its business operations.

Mission	Core Values	Envisioned
Future

Our mission is to dedicate itself	1 Patient Centric
to adding exceptional value
through the creation of	2 Pioneering Spirit
innovative medical products and
services for the benefit of the	3 Integrity
medical community and human
health around the world.

Make each patient's wellbeing our highest priority

Pursue innovation by improving ourselves and thinking differently

Maintain the highest standards in all we do to create shared value with society

Become a top innovator for advanced and sustainable patient-centric healthcare, powered by our unique strength in science and technology and the alliance with Roche

Our Basic Policy

Striving for the mutual development of Chugai & Society by solving

social issues through the creation of innovative pharmaceutical products

Chugai growth	Creation of shared value by Chugai and Society	Social growth &
= Realize advanced and sustainable patient-centric healthcare =
& development	development
Increased	Resolution of
corporate value		social issues

Chugai business model adopted

Focus on innovation

Sustainable Healthcare

		Creation of innovative drugs and services
Unique strengths in science and technology		Strategic alliance with Roche
				Key issues selected by Chugai
Human Rights		Supply Chain		Human		Social		Global		Governance
	Management		Resources		Contribution		Environment

Ethics &

Compliance

2

[Translation: Please note that the following purports to be a translation from the Japanese original Notice of Convocation of the 112th Annual General Meeting of Shareholders for the Business Term Ended December 31, 2022 of Chugai Pharmaceutical Co., Ltd. prepared for the convenience of shareholders outside Japan with voting rights. However, in the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.]

Securities Code: 4519

March 1, 2023

(Start date of measures for electronic provision: February 28, 2023)

To the Shareholders:

NOTICE OF CONVOCATION OF

THE 112th ANNUAL GENERAL MEETING OF SHAREHOLDERS

FOR THE BUSINESS TERM ENDED DECEMBER 31, 2022

Chugai Pharmaceutical Co., Ltd. (the "Company") is pleased to announce that its 112th Annual General Meeting of Shareholders for the Business Term Ended December 31, 2022 will be held as described below.

The Company has taken measures for electronic provision when convening the meeting and the matters subject to the measures for electronic provision are posted on the Company's website below on the Internet under "Notice of Convocation of the 112th Annual General Meeting of Shareholders (2022)."

The Company's website: https://www.chugai-pharm.co.jp/english/ir/share/agm.html

The matters subject to the measures for electronic provision are also posted on the website of the Tokyo Stock Exchange ("TSE"), in addition to the website above. Accordingly, please confirm details by accessing the TSE's website (Listed Company Search) below, conducting a search with the issue name (company name) or the securities code, and selecting "Basic information" and "Documents for public inspection/PR information."

TSE's website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In addition to attending the meeting, you can exercise your voting rights via the Internet or in writing. Please review the reference documents concerning the General Meeting of Shareholders, and exercise your voting rights no later than 5:30 p.m. on March 29, 2023 (Wednesday) upon referring to the Guide on How to Exercise Your Voting Rights below.

1 DateTime and

2 Venue

3 Purpose

Osamu Okuda

Representative Director,

President & CEO

CHUGAI PHARMACEUTICAL CO., LTD.

10:00 a.m. on March 30, 2023 (Thursday)

Palace Hotel Tokyo - 2F Aoi 1-1, Marunouchi 1-chome,Chiyoda-ku, Tokyo

Matters for Report

The Business Report for the Business Term (January 1, 2022 to December 31, 2022), Non- Consolidated Financial Statements for the Business Term, Consolidated Financial Statements for the Business Term, and the Report on the Results of Audit of the Consolidated Financial Statements by the Accounting Auditor and Audit & Supervisory Board

Matters for Resolution
First Proposal	Appropriation of Surplus
Second Proposal	Election of Five (5) Directors
Third Proposal	Election of Two (2) Audit & Supervisory Board Members
	- End -

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	Among the matters subject to the measures for electronic provision, the following matters are not included in the paper copy to be sent to shareholders in accordance with laws and regulations and
	the provisions of Article 15 of the Articles of Incorporation of the Company.
Notes	Company's Stock Acquisition Rights, etc., Accounting Auditor and Framework to Ensure Operational Adequacy in the Business Report
Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements in the Consolidated Financial Statements
	Non-Consolidated Statement of Changes in Shareholders' Equity and Notes to the Non-Consolidated Financial Statements in the Non-Consolidated Financial Statements
	Accordingly, the paper copy to be sent to shareholders are some of the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor when the Audit Report is prepared.
	In cases where the matters subject to the measures for electronic provision are amended, the Company will post the amendments on the respective websites on which such matters are posted.

Notice of Convocation of the 112th Annual General Meeting of Shareholders for the Business Term Ended December 31, 2022

Handling of voting rights exercised multiple times:

If you exercised your voting right both in writing and via the Internet, the voting right exercised via the Internet shall be treated as the valid vote.

If you exercised your voting right for multiple times via the Internet, the last vote shall be treated as the valid vote.

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