Press release
Jun 2, 2015

Call for the 25th Ordinary General Meeting of Shareholders


(SUMMARY TRANSLATION)
TSE Securities Code: 4565 2 June 2015


Shinichi Tamura Board Director and CEO Sosei Group Corporation 2-4 Kojimachi, Chiyoda-ku, Tokyo


To Shareholders:

Call for the 25th Ordinary General Meeting of Shareholders

The Company would like to inform you that the 25th Ordinary General Meeting of Shareholders will be held as follows, and would be grateful if you would attend the meeting.

Those who will not be able to attend the meeting on the day may exercise their voting rights in writing or via Internet. You are kindly requested to consider the appended “Reference Documents for the Ordinary General Meeting of Shareholders” and exercise your voting rights by indicating your approval or disapproval for each of the proposals. To be valid, the vote must reach the Company no later than 6:00 p.m. on Monday, 22 June 2015 Yours Sincerely,



Shinichi Tamura Board Director and CEO


1. Date and Time 10:00 a.m. on Tuesday, 23 June 2015

2. Venue Fuji Higashi-No-Ma Hall, 4th Floor, Grand Arc Hanzomon Hotel 1-1, Hayabusa-cho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda

Items to be reported:

1. Business Report, Consolidated Financial Statements, Independent Auditor’s Report and Audit Committee Report on Consolidated Financial Statements for the 25th fiscal year (from 1 April 2014 to 31 March 2015)

2. Financial Report for the 25th fiscal year (from 1 April 2014 to 31 March 2015)

Items to be resolved:

Resolution 1: Election of Five (5) Directors

[Should any revision to the Reference Documents for the Ordinary General Meeting of Shareholders, Business Report, Financial Statements or Consolidated Financial Statements be made, the Company will inform you in writing, or via Company’s website (http://www.sosei.com/).]

Reference Documents for the Ordinary General Meeting of Shareholders

Resolution 1: Election of Five (5) Directors

The terms of office of all five (5) directors will expire upon the conclusion of the Ordinary General Meeting of Shareholders. In accordance with the decision of the Nomination Committee, the re-election of the following five (5) directors is proposed.

Notes:

1. There are no specific conflict of interests between the candidates and the Company.

2. Mr. Takuya Fujii, Dr. Declan Doogan, Mr. Peter Bains, and Mr. Tomohiro Tohyama are candidates for external directors.

3. Reasons for the election of candidates for external directors: The Company proposes the election of the candidates concerned based on the below and hereby confirms their independence:

   1) Regarding Mr. Takuya Fujii, the Company believes that by taking advantage of his extensive business experience and expertise in risk management, the management                  framework of the Company will be further enforced. His term of the office will have been ten years at the end of the Ordinary General Meeting of Shareholders. The                        Company designated him an independent director under the rules of the Tokyo Stock Exchange, and has notified the Exchange.

   2) Dr. Declan Doogan has headed the research and development department of the world biggest drug company including experience working in Japan. The Company                    believes that by taking advantage of his expertise and experience in the pharmaceutical research and development, the Company’s management framework will be further            enforced. His term of the office will have been eight years at the end of the Ordinary General Meeting of Shareholders.

   3) Mr. Peter Bains has engaged in building of global marketing strategies mainly in Asia at one of the world’s pre-eminent drug companies, and has played an active part as a          core member of a project for the merger of large scale leading drug companies. The Company believes that by taking advantage of his knowledge and experience, the                  business development of the Company will be further enforced. His term of the office will have been five years at the end of the Ordinary General Meeting of Shareholders.

   4) Mr. Tomohiro Tohyama has had no direct operational management experience of a company, but the Company believes that by taking advantage of his knowledge and                experience of engaging in international legal affairs, and as a partner of one of the leading law firms in Japan, the management and governance framework will be further              enforced. His term of the office will have been four years at the end of the Ordinary General Meeting of Shareholders.


4. Liability limitation agreement with external directors:

   1) Pursuant to the provisions of Article 427-1 of the Company Act, the Company executed a liability limitation agreement set forth in Article 423-1 of the Company Act with each        of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and Tomohiro Tohyama. The maximum liability based on the mentioned agreement is the total minimum liability set              forth in Article 425-1 of the Company Act.

   2) If the agenda is approved at the General Meeting of Shareholders, the Company will execute the same liability limitation agreement as referred to in preceding item 1) with            each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and Tomohiro Tohyama.

 

 


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