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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 4563)
March 4, 2026 (Commencement of measures for electronic provision: March 3, 2026)
To Shareholders with Voting Rights:Ei Yamada
President and Chief Executive Officer AnGes, Inc.
7-7-15, Saito-asagi, Ibaraki, Osaka
NOTICE OF THE 27TH ANNUAL GENERAL MEETING OF SHAREHOLDERSDear shareholders:
You are hereby notified that the 27th Annual General Meeting of Shareholders of AnGes, Inc. (the "Company") will be held for the purposes as described below.
Measures for electronic provision have been taken in the convening of this General Meeting of Shareholders and accordingly, the matters for provision in electronic format have been posted on the following website.
The Company's website: https://www.anges.co.jp/en/
In addition to the above, the notice has also been posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, search by entering our company name or stock exchange code, and select "Basic information" and "Documents for public inspection / PR information" in that order to view it.
Instead of attending the meeting in person, you can exercise your voting right by either of the following methods. Please review the Reference Documents for the General Meeting of Shareholders in the matters for provision in electronic format and exercise your voting rights by 10:00 p.m. on Thursday, March 26, 2026, Japan time.
[Exercising your voting rights via mail (in writing)]
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form and return it by mail so that it is received by the deadline specified above.
[Exercising your voting rights via the Internet]
Please enter your vote for or against each proposal in accordance with the instructions displayed on the screen either by scanning the QR Code shown on the enclosed Voting Right Exercise Form or accessing the website for the exercise of voting rights (https://evote.tr.mufg.jp/).
For shareholders who have exercised their voting rights via the Internet by the voting deadline, 1,000 shareholders will have the opportunity to win an electronic gift worth 500 yen, regardless of whether they approve or disapprove of the proposals. Please find the application procedure here.
* You may not be able to transition to the application page with some QR code scanner apps that are equipped with unsupported browsers. Please try the QR code scanning function that comes pre-installed on your smartphone. * QR Code is a registered trademark of DENSO WAVE INCORPORATED.
- Date and Time: Friday, March 27, 2026 at 10:00 a.m., Japan time
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Place: HERBIS HALL, HERBIS OSAKA B2F
2-5-25 Umeda, Kita-ku, Osaka
- Meeting Agenda:
2. Non-consolidated Financial Statements for the Company's 27th Fiscal Year (January 1, 2025 - December 31, 2025)
Proposals to be resolved: Proposal 1: Election of 5 Members of the Board Proposal 2: Election of 2 Substitute Corporate Auditors Proposal 3: Introduction of Countermeasures for Large-scale Purchases, etc. of the Company's Shares, etc. (Policy for Responding to Takeovers) Proposal 4: Partial Amendments to the Articles of Incorporation Proposal 5: Shareholder Proposal: Partial Amendments to the Articles of Incorporation (Individual Disclosure of Remuneration for Officers) Proposal 6: Shareholder Proposal: Partial Amendments to the Articles of Incorporation (Separation of Chairman of the Board and Chief Executive Officer) Proposal 7: Shareholder Proposal: Partial Amendments to the Articles of Incorporation (Obligation to Hold Management Meetings without Internal Directors) Proposal 8: Shareholder Proposal: Partial Amendments to the Articles of Incorporation (Rules Concerning Inspection and Copying of Shareholder Registry) Proposal 9: Shareholder Proposal: Partial Amendments to the Articles of Incorporation (Establishment of Special Investigative Committee Concerning Relationship Between Shintaro Akita a.k.a. Louis Shibuya and the Company's Founder Ryuichi Morishita)When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
With regard to the exercise of voting rights, if no indication of your vote for or against a proposal is made, it shall be treated as an indication of a vote for the proposal in the case of a company proposal and a vote against the proposal in the case of a shareholder proposal.
The following items are not included in the documents sent to shareholders who have requested that documents be provided in printed form, in accordance with laws, regulations, and Article 16 of the Company's Articles of Incorporation.
"Status of Share Acquisition Rights" in the Business Report
"Consolidated Statements of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Non-consolidated Statements of Changes in Net Assets," and "Notes to the Non-Consolidated Financial Statements" in the Financial Statements
As such, these documents include only an excerpt of the documents in the scope of audits conducted by the Accounting Auditor and the Board of Corporate Auditors in preparing their audit reports.
For shareholders who have not requested that documents be provided in printed form, we have sent documents that contain an excerpt of the Business Report, in addition to the matters set forth in laws and regulations, and the Reference Documents for the General Meeting of Shareholders.
In the event of revision to the matters for provision in electronic format, such revisions will be posted on the respective websites where they are posted.
The meeting will be live-streamed via the Internet and other means for shareholders to observe and participate remotely.
For updates on matters concerning changes in the operation method of the General Meeting of Shareholders in the future, please refer to the Company's website below. https://www.anges.co.jp/en/
The terms of office of all 5 Members of the Board will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of 5 Members of the Board. The candidates for Member of the Board are as follows:
No. | Name | Current positions at the Company | Attendance at the Board of Directors meetings | ||
1 | Reappointment Ei Yamada | President and Chief Executive Officer | 100% (20/20) | ||
2 | Reappointment Naoya Sato | Member of the Board | 100% (20/20) | ||
3 | New appointment | - | - | ||
External | Akira Kondoh | ||||
4 | New appointment | - | - | ||
External | Naomi Wada | ||||
Independent | |||||
5 | New appointment | - | - | ||
External | Satomi Akahane | ||||
Independent | |||||
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held |
1 | Reappointment Ei Yamada (June 27, 1950) | April 1981 Special Researcher, Japan Society for the Promotion of Science April 1982 Joined Mitsubishi Kasei Corporation (currently Mitsubishi Chemical Corporation) January 1995 Joined Sosei K.K. August 2000 Joined Takara Shuzo Co., Ltd. Director, Dragon Genomics Inc. (currently Takara Bio Inc.) May 2001 Joined AnGes MG, Inc. (currently AnGes, Inc.) General Manager of Business Development August 2001 Member of the Board, AnGes MG, Inc. (currently AnGes, Inc.) September 2002 President and Chief Executive Officer, AnGes MG, Inc. (currently AnGes, Inc.) (current) March 2014 President, AnGes USA, Inc. (current) January 2020 Member of the Board, EmendoBio Inc. September 2023 Member of the Board, Emendo Research and Development Ltd. (current) March 2024 CEO, EmendoBio Inc. (current) (Significant concurrent positions) President, AnGes USA, Inc. CEO, EmendoBio Inc. Member of the Board, Emendo Research and Development Ltd. | 104,000 |
[Reasons for appointment as a candidate for Member of the Board] Since taking office as the President and Chief Executive Officer in September 2002, Mr. Ei Yamada has overseen decisions on management strategies, research and development, business development and management work as the chief executive of the Group. Moreover, he has experience, knowledge, and strong leadership skills required for steadily executing management objectives of the Group. Therefore, the Company has judged that Mr. Yamada will be well qualified as a Member of the Board of the Company and appointed him as a candidate for Member of the Board again. | |||
2 | Reappointment Naoya Sato (April 25, 1960) | April 1985 Joined Mitsubishi Kasei Corporation (currently Mitsubishi Chemical Corporation) April 2010 Manager, International Business Department, Mitsubishi Tanabe Pharma Corporation (currently Tanabe Pharma Corporation) April 2013 General Manager, Department I, Pharmacology Research Laboratories II, Mitsubishi Tanabe Pharma Corporation June 2015 Seconded as Specially Appointed Professor, TMK Project, Medical Innovation Center, Graduate School of Medicine, Kyoto University May 2020 Joined AnGes, Inc. Director of Office of the President October 2021 Director of Corporate Development, AnGes, Inc. March 2022 Member of the Board and Director of Corporate Development, AnGes, Inc. September 2022 Member of the Board, EmendoBio Inc. (current) June 2023 External Board Member, MyBiotics Pharma Ltd. (current) September 2023 Member of the Board, Emendo Research and Development Ltd. March 2024 CEO, Emendo Research and Development Ltd. (current) August 2024 Member of the Board and Director of Corporate Development, Director of Finance, and Director of Administration, AnGes, Inc. November 2025 Member of the Board and Director of Administration, AnGes, Inc. (current) (Significant concurrent positions) Member of the Board, EmendoBio Inc. External Board Member, MyBiotics Pharma Ltd. CEO, Emendo Research and Development Ltd. | - |
[Reasons for appointment as a candidate for Member of the Board] Since joining the Company, as a person responsible for corporate development, Mr. Naoya Sato has demonstrated leadership in driving the Company's research and development and discovering new pipelines by utilizing his experience and knowledge in research and development and industry-academia collaboration at pharmaceutical companies. Moreover, he has played a role in overall management planning and operations and in solving issues at overseas subsidiaries. Therefore, the Company has appointed him as a candidate for Member of the Board again. | |||
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held |
3 | New appointment External Akira Kondoh (February 2, 1945) | April 1967 Joined The Sumitomo Bank, Ltd. (currently Sumitomo Mitsui Banking Corporation) March 1989 President, Sumitomo Bank Capital Markets, Inc. October 1994 Director and General Manager of New York Branch, The Sumitomo Bank, Ltd. April 1999 Representative Director and Deputy President, Daiwa Securities SB Capital Markets Co. Ltd. (currently Daiwa Securities Co. Ltd.) June 2003 Senior Executive Vice President and Group CIO, Sony Corporation June 2009 Director, Representative Executive Officer, President and CEO, THE FUJI FIRE AND MARINE INSURANCE COMPANY, LIMITED (currently AIG General Insurance Company, Ltd.) April 2012 Outside Director, Japan Bank for International Cooperation June 2016 Governor, Japan Bank for International Cooperation June 2020 Chairman of the Board, Glocalist Co., Ltd. August 2021 Advisor, AnGes, Inc. October 2021 Executive Advisor, IA Partners Inc. (current) February 2023 Director, Japan Investment Inc. (current) April 2025 Chairman, Alphaterra Advisory, Inc (current) June 2025 Advisor, Accordia Golf co., Ltd. (current) (Significant concurrent positions) Executive Advisor, IA Partners Inc. Director, Japan Investment Inc. Chairman, Alphaterra Advisory, Inc Advisor, Accordia Golf co., Ltd | - |
[Reasons for appointment as a candidate for External Director and expected roles] Based on his extensive experience of having played central roles for many years in the management of domestic and overseas financial institutions and global companies, Mr. Akira Kondoh is well-versed in international financial markets and possesses exceptional knowledge of corporate management, risk management, and governance. In addition, as a result of confirming the status of his activities at other companies, the Company has judged that there are no concerns regarding conflicts of interest in the execution of duties as a Member of the Board of the Company. Furthermore, given that he has provided advice on management for several years as Advisor to the Company, he has a sufficient understanding of the Company's business and challenges, and the Company expects that he will provide valuable advice in decision-making for strengthening the Company's management strategy and financial base and achieving sustainable growth. Therefore, the Company has appointed him as a candidate for External Director. | |||
4 | Naomi Wada (August 8, 1967) | April 1990 Joined Export-Import Bank of Japan (currently Japan Bank for International Cooperation) September 1996 Joined IHI INC. (currently IHI Americas Inc.) President's Secretary December 2001 Joined Saito LLP January 2021 Director, Saito LLP January 2026 Joined Professional Outsourcing Solutions, Inc. Senior Manager (current) (Significant concurrent position) Senior Manager, Professional Outsourcing Solutions, Inc. | - |
[Reasons for appointment as a candidate for External Director and expected roles] As a U.S. Certified Public Accountant with over 20 years of professional experience in the Japan-U.S. cross-border accounting, tax, and advisory fields, Ms. Naomi Wada possesses advanced specialist knowledge and practical judgment in ensuring financial reporting reliability, internal control, and governance improvement. The Company expects that she will leverage this knowledge to provide appropriate advice and oversight for strengthening the Company's audit system and ensuring sound supervision of management. Therefore, the Company has appointed her as a candidate for External Director. | |||
New appointment | |||
External | |||
Independent | |||
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