ASKA Pharmaceutical : June 12 2023 NOTICE OF CONVOCATION OF THE 2nd 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

June 5, 2023 Start date of measures for electronic provision: May 29, 2023

To: Shareholders

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 2nd ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are hereby notified that the 2nd Annual General Meeting of Shareholders of ASKA Pharmaceutical Holdings Co., Ltd. (the "Company") will be held as stated below.

In convening this meeting, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on each of the following websites. Please access either of those websites to confirm the information.

[The Company's website] https://www.aska-pharma-hd.co.jp/invest/stock/meeting.html (in Japanese)

[Website for posted informational materials for the general meeting of shareholders] https://d.sokai.jp/4886/teiji/ (in Japanese)

[TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Enter "ASKA Pharmaceutical Holdings Co., Ltd." in "Issue name (company name)" or the Company's securities code "4886" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

Rather than attending the meeting on the day, we request that you exercise your voting rights via the Internet or in writing. 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 26, 2023.

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.

Exercise of voting rights in writing

Please indicate your approval or disapproval for each proposal on the voting rights exercise form sent out with this convocation notice and return the form to us by the above deadline.

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		Particulars
1. Date:	10:00 a.m., Tuesday, June 27, 2023 (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
		1. Report on the Business Report and the Consolidated Financial Statements for
3.Purpose:	Matters to be
	reported	the 2nd Fiscal Year (from April 1, 2022 to March 31, 2023), and the Results
		of the Audit of the Consolidated Financial Statements for the 2nd Fiscal Year
		(from April 1, 2022 to March 31, 2023) by the Accounting Auditor and the
		Audit & Supervisory Board
		2. Report on the Non-consolidated Financial Statements for the 2nd Fiscal Year
		(from April 1, 2022 to March 31, 2023)
	Matters to be	Proposal No. 1: Appropriation of Surplus
	resolved	Proposal No. 2: Election of Eight (8) Members of the Board of Directors

• If neither approval nor disapproval are indicated for each of the proposals on the voting rights exercise form, it shall be treated as an intention to indicate your approval.
• If you are attending the meeting, please submit the enclosed voting rights exercise form to the reception desk upon arrival. If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the websites.
• Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation, the following matters are not provided in the paper- based documents delivered to shareholders who have made a request for delivery of such documents. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Accounting Auditor when they create their respective 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/

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System for Providing Informational Materials for the General Meeting of Shareholders

in Electronic Format

• Following the introduction of the system for providing information in electronic format in accordance with revisions to the Companies Act, the provision of informational materials for the General Meeting of Shareholders has, in principle, been changed from providing paper-based documents to posting online. We apologize for the inconvenience, but ask that you please access the websites provided in this convocation notice to view the information.
• This year, we have attached the Reference Materials for the General Meeting of Shareholders and a part of the Business Report (Progress and results of business) to this convocation notice to ensure that the descriptions of proposals and information on our operating performance is readily available. Shareholders who have made a request for the delivery of paper-based documents will receive a paper copy of this document, excluding the matters not provided in the delivered document (Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements).

Measures to Prevent the Novel Coronavirus Disease (COVID-19) from Spreading

For shareholders attending the meeting

• In line with the reclassification of COVID-19 as stipulated in the Infectious Disease Act from Class 2 (equivalent) to Class 5 on May 8, 2023, the wearing of face masks as a measure to prevent infection by shareholders attending the meeting will be left to the discretion of individual shareholders. We request that those who have a fever, cough, or other such symptoms refrain from attending the meeting.

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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 FY2022 (from April 1, 2022 to March 31, 2023) (the "current fiscal year").

Matters on year-end dividends

(1)	Type of dividend property:	Cash
(2)	Allotment of dividend property and total	8 yen per common share of the Company
	amount thereof:	Total amount: 226,352,304 yen
(3)	Effective date of distribution of surplus:	June 28, 2023

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

Terms of office of all eight (8) Members of the Board of Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, we propose to elect eight (8) Members of the Board of Directors.

Candidates for Members of the Board of Directors are as follows.

Candidate		Name		Position in the Company
No.
								President, Member of the
	Takashi							Board of Directors,
							Representative Director
1		Reelection
Yamaguchi					Responsible for the
								Entire Group
								Management
								Senior Managing
								Member of the Board of
2	Atsushi Maruo							Directors, Representative
	Reelection				Director
								Assistant to the President,
								In charge of
								Sustainability
								Senior Managing
	Sohta							Member of the Board of
3		Reelection
Yamaguchi					Directors, Representative
								Director
4	Maiko Mori							Member of the Board of
	Reelection				Directors, Executive
								Corporate Officer
	Fumiyoshi							Member of the Board of
5		Reelection				Directors, Executive
Yamaguchi
							Corporate Officer
	Yasunori		Reelection		Member of the Board of
6		Outside					Directors, Outside
Yoshimura
							Director
		Independent
	Minoru		New appointment
7		Outside					-
Awabayashi
		Independent
			New appointment
8	Yasuji Enokido					-
	Outside
			Independent

Attendance at the Board

of Directors meetings

100%

(16/16)

94%

(15/16)

100%

(16/16)

100%

(11/11)

100%

(11/11)

100%

(16/16)

-

-

Note: The attendance of Maiko Mori and Fumiyoshi Yamaguchi covers only the Board of Directors meetings held since their appointment on June 28, 2022.

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