Takara Bio : Notice of the 21th 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)

June 2, 2023

To our shareholders:

Koichi Nakao, President

Takara Bio Inc.

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

Notice of the 21st Annual General Meeting of Shareholders

We are pleased to announce the 21st 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 21st 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://ir.takara-bio.co.jp/ja/stock/meeting.html(in Japanese)

Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by Thursday, June 22, 2023, 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) and the website for posted informational materials for the general meeting of shareholders. 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)
   • Website for posted informational materials for the General Meeting of Shareholders:https://d.sokai.jp/4974/teiji/(in Japanese)
2. Date and Time: Friday, June 23, 2023, 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 21st fiscal year (from April 1, 2022 to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

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• 2. The Non-consolidated Financial Statements for the 21st 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 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 documents 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://ir.takara-bio.co.jp/ja/stock/meeting.html) and so forth, pursuant to laws and regulations and the provisions in Article 14, paragraph 2 of the Company's Articles of Incorporation.
  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

Consequently, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements stated in the paper-based documents delivered to shareholders who have made a request for delivery of such documents are part of the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Accounting Auditor in preparing the financial audit report and part of the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Audit & Supervisory Board Members in preparing the audit report.

• 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 page 1).
• 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.
• If there are any major changes in the way of the General Meeting of Shareholders is held due to future developments regarding infections with the novel coronavirus, we will post an announcement on the Company's website URL (https://www.takara-bio.co.jp).
• Gifts and beverages will not be distributed.
• Shareholders in poor health are asked to refrain from coming to the venue.

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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 the upper 30% range of its estimated profit calculated without taking into account the extraordinary income or loss in the Consolidated Financial Statements. In accordance with this policy, the Company proposes to pay a year-end dividend for the fiscal year of ¥42.00 per share for the current fiscal year, which is ¥9.00 higher than for the previous year as follows:

Year-end dividends

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

¥42.00 per common share of the Company	Total payment: ¥5,057,455,200
(3) Effective date of dividends of surplus
June 26, 2023

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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
		June 2007	Representative Director, Vice President,
	Koichi Nakao		Executive Officer, and COO
	June 16, 1962	June 2008	Representative Director, Vice President, and
			COO
	[Reelection - Male]	May 2009	Representative Director and President (current
	Relationship of special interest		position)	71,600 shares
		Takara Bio USA Holdings Inc. Director,
	in the Company		President (current position)
	None	June 2009	Director of Takara Holdings Inc. (current
	Attendance at Board of		position)
	Directors meetings	June 2015	President and Executive Officer (current
	12/12 (100%)		position)
		Apr. 2020	CEO (current position)
1		Apr. 2021	Representative Director of Manufacturing
		Technology Association of Biologics (current
			position)
		Significant concurrent positions outside the Company
		Takara Bio USA Holdings Inc. Director, President
		Director of Takara Holdings Inc.
		Representative Director of Manufacturing Technology
		Association of Biologics
	Reasons for nomination as candidate for Director, etc.

• Mr. Nakao has displayed leadership as Representative Director of the Company and meets the criteria for candidates for Director established by the Company. Therefore, the Company nominated him as a candidate to continue serving as a Director.
• Mr. Nakao is currently a business executive (Director, President) of Takara Bio USA Holdings Inc., which is a subsidiary of the Company's parent company Takara Holdings Inc. as well as a subsidiary of the Company, and has also been a business executive (Director, President) of the company for the past ten years.
• 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., and Takara Korea Biomedical Inc., which are

subsidiaries of the Company's parent company Takara Holdings Inc. as well as subsidiaries of the Company. Directors and officers liability insurance policy

The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act, which covers damages and litigation expenses incurred by the insured due to claims for damages arising from the insured's actions as a director or officer. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, he will be included as an insured under the policy.

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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
	Junichi Mineno	June 2009	Deputy General Manager of Gene Therapy
		Business Unit and General Manager of Center
	August 13, 1960
		for Cell and Gene Therapy Facility
	[Reelection - Male]	Apr. 2011	Executive Officer
	June 2012	Senior Executive Officer
	Relationship of special interest	June 2014	Managing Director	14,400 shares
	June 2015	Managing Director and Senior Executive
	in the Company
		Officer
	None
	July 2016	Co-Representative Director and Vice Chairman
	Attendance at Board of
		of Takara Korea Biomedical Inc.
	Directors meetings
	June 2019	Director (current position) and Senior
	12/12 (100%)
		Managing Executive Officer
2		Apr. 2022	Vice President Executive Officer (current
		position)
		Current responsibility in the Company
		In charge of the CDM Center (Centers 1 to 6)
	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 regenerative medicine / gene and cell therapy. He possesses a track record of establishing its GMP production framework in the gene therapy business, and meets the criteria for candidates for Director established by the Company. 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 10 years.

Directors and officers liability insurance policy

The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act, which covers damages and litigation expenses incurred by the insured due to claims for damages arising from the insured's actions as a director or officer. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. If his reappointment is approved, he will be included as an insured under the policy.

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