Nippon Chemiphar : Notice of the 91st Ordinary General Meeting of Shareholders.

[Translation]

Note: This document has been translated from a part of the Japanese original for reference purposes only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original version is the sole official version.

Securities code: 4539

May 30, 2023

Kazushiro Yamaguchi

President & CEO

Nippon Chemiphar Co., Ltd.

2-2-3,Iwamoto-cho,Chiyoda-ku, Tokyo

Dear Shareholders,

Notice of the 91st Ordinary General Meeting of Shareholders

We would like to inform you that the 91st Ordinary General Meeting of Shareholders (this "General Meeting of Shareholders") of Nippon Chemiphar Co., Ltd. (the "Company") will be held as set forth below.

Upon the convocation of this General Meeting of Shareholders, the Company adopted measures for electronic provision of materials that is contained in documents such as reference materials for general meetings of shareholders (matters subject to electronic provisioning measures) and published such information online on the Company's website. Please view the documents by accessing the Company's website specified below (only available in Japanese).

Company's website: https://www.chemiphar.co.jp/ir/stocks_information/shareholder.html

In addition to the above website, the matters subject to electronic provisioning measures are published on the website of the Tokyo Stock Exchange (TSE). Please access the website of the TSE specified below and enter "Nippon Chemiphar" in the "Issue name (company name)" field or "4539," the Company's securities code, in the "Code" field, click "Search," then "Basic information," and then "Documents for public inspection / PR information" to find the documents in the "Notice of general meeting of shareholders / Materials for general meeting of shareholders" section on the "Documents for public inspection" page.

TSE's website (JPX listed company search) (in Japanese): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you are unable to attend this General Meeting of Shareholders in person, you may exercise voting rights in writing (by post) or via the Internet, etc., so you are kindly requested to review the Reference Materials for the General Meeting of Shareholders below and exercise your voting rights by 5:30 p.m., Tuesday, June 20, 2023.

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Meeting Details

1. Date and Time: June 21, 2023 (Wednesday) at 10:00 a.m.

2. Place:"Myoujin Kaikan", Kanda Myoujin 2-16-2, Sotokanda, Chiyoda-ku, Tokyo

3. Purpose of the Meeting:

Matters to be Reported:

1. Report on the Business Report, the Consolidated Financial Statements, and the Results of the Audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 91st Fiscal Year (from April 1, 2022 to March 31, 2023)

2. Report on the Non-Consolidated Financial Statements for the 91st Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be Resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Eight (8) Directors

End

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• If any modification is made to the matters subject to electronic provisioning measures, the Company will publish the modified information online on the Company's website and the TSE's website specified on page 1.
• For this General Meeting of Shareholders, the Company will send a document that contains the matters subject to electronic provisioning measures to all shareholders, regardless of whether each of the shareholders has made a request for delivery of a written document. Please note that, among the matters subject to electronic provisioning measures, the following are not contained in this Notice because these matters are omitted from documents to be sent to shareholders who make a request for delivery of a written document in accordance with laws and ordinances and the provisions of Article 17 of the Company's Articles of Incorporation:
• 1. "Matters regarding Share Options, Etc. of the Company", "Matters regarding the Accounting Auditor", "Systems to Ensure the Appropriateness of Operations and Operating Status of the Systems" and "Basic Policy regarding the Company's Control" in the Business Report;
  2. "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements; and
  3. "Statements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements.

Please note that the business report, consolidated financial statements, and non- consolidated financial statements audited by the Audit & Supervisory Board Members when preparing an audit report and the consolidated financial statements and non- consolidated financial statements audited by the Accounting Auditor when preparing an accounting audit report contain information on (i) through (iii) above in addition to the information contained in this Notice.

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• After the conclusion of this General Meeting of Shareholders, resolutions passed at this General Meeting of Shareholders will be published online on the Company's website specified on page 1 in lieu of sending a written notice of resolutions. Thank you for your understanding.

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Reference Materials for the General Meeting of Shareholders

Proposals and Reference Matters

Proposal No. 1 Appropriation of Surplus

The Company positions the return of profits to shareholders as one of the highest priorities in its management, and its basic policy is to distribute stable dividends while maintaining a balance between investment that contributes to its future growth and strengthening of its financial position by capital accumulation.

As a result of examination based on the above policy, the year-end dividends for the 91st fiscal year will be paid in the following manner in light of factors such as business performance in the 91st fiscal year, the severe business environment, and future business development.

Matters regarding year-end dividends

1. Type of dividend assets: Cash
2. Matters regarding allocation of dividend assets and total amount of dividends: Dividend per share of common stock of the Company 50 yen
   Total amount of dividends 182,622,450 yen
3. Effective date of distribution of surplus: June 22, 2023

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Proposal No. 2 Election of Eight (8) Directors

The term of office of all six (6) Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes that the number of Directors be increased by two (2) (with the addition of one (1) Inside Director and one (1) Outside Director) and eight

(8) Directors be elected with the aim of further reinforcing the Company's management structure and corporate governance.

If this proposal is approved as proposed, at least one-third of the Directors will satisfy the requirements for independent officers established by the TSE and the Criteria for Independence as Outside Officers established by the Company.

The candidates for Director are as follows.

Candidate	Candidate	Name	Gender	Current position and areas of responsibility in the Company	Attendance at
No.	type				Board of
					Directors
					meetings (number
					of times and
					percentage)
1	Reelection	Kazushiro	Male	Representative Director, President & CEO	12/12 (100%)
		Yamaguchi
2	Reelection	Masanori	Male	Director and Senior Managing Corporate Officer	12/12 (100%)
		Kutsuwada		In charge of Risk Management, Compliance, Regulatory
				Affairs Department, General Affairs Department, Human
				Resources Department, Overseas Business Department,
				Nippon Chemiphar Group Quality Assurance Management
				Department, and Reliability Assurance Group
3	Reelection	Tomio	Male	Director and Senior Managing Corporate Officer	12/12 (100%)
		Yamakawa		In charge of Discovery Research Laboratories,
				Development Planning Department, and Pharmaceutical
				Technology Development Department
4	Reelection	Masahide	Male	Director and Managing Corporate Officer	12/12 (100%)
		Yasumoto		In charge of IT Department, Public Relations Department,
				and Diagnostics Department and General Manager of
				Corporate Strategic Planning Department and Healthcare
				Department
5	New	Koki	Male	Corporate Officer	-
	election	Hayamizu		In charge of Medical Affairs Department and General
				Manager of Development Planning Department
6	Reelection	Yuji Harada	Male	Outside Director	12/12 (100%)
	/ Outside
7	Reelection	Masaki	Male	Outside Director	12/12 (100%)
	/ Outside	Yoshino
8	New	Naoko	Female	-	-
	election /	Omukai
	Outside

Notes:

1. Mr. Yuji Harada and Mr. Masaki Yoshino, candidates for Outside Director, satisfy the requirements for independent officers established by the TSE and the Criteria for Independence of Outside Officers established by the Company, and the Company has notified the TSE of the fact that they are independent officers.
2. Although Ms. Naoko Omukai, a candidate for Outside Director to be newly elected, satisfies the requirements for independent officers established by the TSE and the Criteria for Independence of Outside Officers established by the Company, the Company will not notify the TSE of the fact that she is an independent officer in accordance with the policy of the law firm to which the candidate belongs.

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