Kobayashi Pharmaceutical Co., Ltd.TSE: 4967

Kobayashi Pharmaceutical: Financial Overview for Fiscal 2024(Fiscal Year Ended December 31, 2024)

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Financial Results Briefing for Fourth Quarter of Fiscal Year Ended December 31, 2024

Kobayashi Pharmaceutical Co., Ltd.

President and Chief Operating Officer

Satoshi Yamane

February 10, 2025

Introduction

2/31

Statement Regarding Our Benikoji (Red Yeast Rice)-related Products

We deeply apologize again for the significant concerns and distress felt by our customers, business partners, and all those associated with us, in connection with our benikoji-related products.

We give priority above all to apologizing to and compensating

our customers who have suffered health damage and our suppliers

who have suffered losses, and we will do so sincerely and appropriately.

Background to date

3/31

Time

Outline

Mid-Jan.

Contacted by customers who had taken Beni-koji Choleste-Help and their doctors.

Mar. 22

Held an extraordinary meeting of the Board of Directors, announced a request for discontinuation of use of red yeast rice products

and a voluntary recall.

Apr. 25

Started payment of the actual amount of medical expenses as a provisional measure until the cause is identified.

Apr. 26

At an extraordinary meeting, the Board of Directors resolved to establish a fact-finding committee.

2024

May

Started investigation by corporate auditors (including outside directors).

July 23

Announced to the public the findings of the fact-finding committee. Announced change in Representative Directors.

Aug. 19

Began providing compensation to customers who have suffered health problems as a result of taking the Beni-koji Choleste-Help

and other products.

Sep. 17

Released an outline of measures to prevent recurrence.

Nov. 29

Presented the FY2025 management policies under the main theme "customer-first management" to all executives and employees.

Jan. 1

Carried out a large-scale organizational restructuring and personnel changes.

2025

Jan. 21

Announced proposed changes to the next Board of Directors members.

Feb. 10

Released detailed progress report on measures to prevent recurrence.

We will continue to place the highest priority on compensation and measures to prevent recurrence, and we will disclose the progress on a regular basis.

Overview of the measures to prevent recurrence (three pillars)

4/31

  1. Awareness Raising and Structural Enhancement regarding Quality and Safety
    • Thoroughly implement "quality and safety first" to change the awareness of our executives and employees regarding quality and safety.
    • Clarify roles and responsibilities and strengthen quality assurance and management systems.
  2. Fundamental Reform of Corporate Governance
    • Revamp the composition of the Board of Directors that oversees the management of the new Kobayashi Pharmaceutical.
    • To regain the trust of our stakeholders and realize a new Kobayashi Pharmaceutical, establish determination and the mechanisms to become a company that does the right thing in the right way.
  3. "New Kobayashi Pharmaceutical" to be re-created by all of us
    • To enhance our risk sensitivity and our ability to create new value, implement measures to eliminate the homogeneity that exists within our company and ensure diversity.
    • All executives and employees will work together as one to re-create a new Kobayashi Pharmaceutical.

For details on the progress of the measures to prevent recurrence, please see "Notice regarding progress of measures to prevent recurrence" released today.

Major progress of measures to prevent recurrence

5/31

1. Awareness raising and structural enhancement regarding quality and safety

[Progress] • Steady progress in raising awareness for "quality and safety first" (company-wide education, two-way dialogue between management and employees, etc.)

  • Completed review of quality control system to clarify roles and responsibilities of departments responsible for quality and safety and enable them to demonstrate greater expertise.

[Future]

• Strengthen cooperation between departments, rebuild quality management system, and promote refinement of quality control standards/product

inspections, etc.

Status

Implementation/

Description and progress

Start/

Planning

preparation

Implemented

introduction

for

/introduced

introduction

Education and

Provision of education and training on quality and safety for all executives and employees

Done (2024/6~)

awareness reform

Regular transmission of messages and dialogue with employees by the president

Done (2024/8~)

Strengthening of

Clarification of the role of the Reliability Guarantee Headquarters

Done (2025/1~)

quality assurance

Shift to function-based headquarters to strengthen front-line expertise

Done (2025/1~)

system

Self-inspection and third-party checking of each plant

Done (2024/10~)

* Continued after this

Reinforcement of

Establishment of the Manufacturing Promotion Office

Done (2025/1~)

manufacturing

Establishment of comprehensive hygiene management standards for each product category

2025/7~

management system

* Star with oral products

Effective periodic holding of "mass production review meetings"

2025/4~

Inspection techniques

Consideration and introduction of procedures for detecting contamination by ingredients other than

2025/8~

specified ingredients

Personnel evaluation

Introduction of a system in which activities that contribute to quality and safety are subject to evaluation

2025/12

Major progress of measures to prevent recurrence

6/31

2. Fundamental reform of corporate governance

[Progress] • Examined the ideal composition of the Board of Directors for the new structure, and selected and invited personnel from both inside and outside the company.

  • Promoted a review and reconfiguration of the executive meeting structure with the aim of enhancing expertise and improving the quality and speed of decision- making.
  • From the perspective of strengthening the crisis management system, strengthened emergency response organizations and the risk information escalation system.

[Future]

• Strengthen cooperation with corporate auditors under the new Board of Directors and enhance oversight of internal control and quality management.

Status

Implementation/

Description and progress

Start/

Planning

preparation

Implemented

introduction

for

/introduced

introduction

Departure from management

dependent on the founding

Change of Chairman of the Board and President

Done (2024/7)

family

Strengthening supervisory functions by increasing the number of outside directors and inviting a

2025/3

chairman of the Board from outside

Board of Directors reform

Reexamination of organizational design

2026/3

Strengthening cooperation between the Board of Directors and the executive side.

Done (2024/7~)

Review of executive meeting

Establishment of a new Executive Committee (clarification of the executive decision-making organ)

Done (2024/11)

structure

Establishment of four specialized committees (investment/human resources/quality/risk)

2025/3

(Abolition of GOM)

Reinforcement of risk response

Reorganization of existing risk and compliance-related committees

2025/3

structure

Building a risk escalation system in case of emergency

Done (2024/8~)

Review of business operations

Selection based on resources

2025/8~

Major progress of measures to prevent recurrence

7/31

3. "New Kobayashi Pharmaceutical" to be re-created by all of us

[Progress] • Started personnel system reform for recruitment, placement, and development of human resources with an emphasis on expertise and diversity.

  • Launched a project aimed at establishing the ideal state of our company in the future and building an organizational culture capable of realizing it.

[Future]

• Create a new Kobayashi Pharmaceutical based on reform of the organizational culture to place the highest priority on efforts to keep this incident from

being forgotten.

Status

Description and progress

Implementation/

Start/

Implemented/

introduction

Planning

preparation for

introduced

introduction

Recruitment, placement, and development of human resources with an emphasis on expertise and diversity

2026/1

Review of organizational culture (organizational culture reform PJ)

2025/11

Developing an initiative to keep this incident from being forgotten

2025/3~

(Establishment of "Quality and Safety Day" on March 22 (the day this case was made public))

Progress of Compensation for Health Damage (as of February 4, 2025)

  • Status of verification of compensation application documents

8/31

Application

Inquiries

documents

Approx. 1,200 people

sent

[From April 25]

Provisional payment of the actual amount of medical expenses

Approx. 700 people

[From August 19]

Main compensation

(Medical expenses, damages

for mental suffering, etc.)

Applications accepted

Approx. 770 people

Verification

Verified

Approx. 570 people

Under verification

Approx. 200 people

Approx. 500 people

Proposed composition of the next Board of Directors

9/31

In proposing a new composition of the Board of Directors at the annual general meeting of shareholders scheduled for March 2025, the main points considered are as follows:

  • A majority of the board members shall be outside directors to ensure effectiveness of supervision by the Board of Directors.
  • Outside directors shall be replaced in consideration of the balance between ensuring continuity of deliberations at and introducing new perspectives to the Board of Directors' meetings.
  • Strengthening of internal control and quality management systems
  • Securing personnel with experience and knowledge in the medical and pharmaceutical fields
  • Inviting from outside a professional manager with a proven track record in corporate culture reform as Chairman of the Board of Directors
  • The founding family and former president will take responsibility as a director for handling compensation, which is the most important issue.

Proposed composition of the next Board of Directors

10/31

Current composition of the

Board of Directors

Position

Name

President and Chief

Satoshi Yamane

Operating Officer

Director

Akihiro Kobayashi

Outside Director

Kunio Ito

Outside Director

Kaori Sasaki

Outside Director

Chiaki Ariizumi

Outside Director

Yoshiro Katae

Candidates for directors to be proposed at the next

annual general meeting of shareholders

Position

Name

New

Chairman of the Board

Yoshihito Ota

President and Chief

Norikazu Toyoda

New

Operating Officer

Director

Yuji Matsushima

New

Director

Akihiro Kobayashi

Reappointed

Outside Director

Yoshiro Katae

Reappointed

Outside Director

Akio Takahashi

New

Outside Director

Masato Mouri

New

Outside Director

Shinsuke Matsumoto

New

Outside Director

Misa Kusumoto

New

Outside Director

Toshiaki Kadokawa

New