Notice of the 19th Ordinary 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.

Notice of the 19th Ordinary General Meeting of Shareholders

Dear Sir/Madam, We would like to express our appreciation for your continued support and patronage. Please be notified that the 19th Ordinary General Meeting of Shareholders of Linical Co., Ltd. (the "Company") will be held as described below.

When convening this General Meeting of Shareholders, the Company has taken measures for electronic provision for the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (Matters Concerning Electronic Provision Measures), and posted the information on the following websites on the Internet. Please check any one of the following websites.

[The Company website] https://www.linical.com/ja/investors

(Please access the website listed above and check the "Stock Information" section)

[Website for the materials for the General Meeting of Shareholders] https://d.sokai.jp/2183/teiji/

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

(Please access the TSE website listed above, enter "Linical" in "Issue name (company name)" or "2183" in "Code" to search, select "Basic Information" and "Documents for public inspection/PR information" in that order, and then check the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" section under "Documents for public inspection.")

You may exercise your voting rights online or in writing (by mail). We kindly request you to read the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than the end of business at 5:30 p.m. (JST) on Tuesday, June 25, 2024.

Sincerely,

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Details

1. Date and Time: Wednesday, June 26, 2024 at 10 a.m. (JST)

Proposal No. 3 Election of One (1) Substitute Executive Director who is an Audit and Supervisory Committee Member

Proposal No. 4 Revision of Remuneration Amount for Executive Directors (excluding Executive Directors who are Audit and Supervisory Committee Members)

4. Matters Prescribed for Convocation

1. When voting rights are exercised in writing (by mail) without indication of approval or disapproval for each proposal on the returned Voting Form, it shall be treated as "approve."
2. When voting rights are exercised multiple times via the Internet, the last vote shall be deemed valid.
3. When voting rights are exercised both by the Voting Form (by mail) and via the Internet, the Internet vote shall be deemed valid.

• When attending the General Meeting of Shareholders, please present the Voting Rights Exercise Form to the reception of the venue.
• If any revision is made to the Matters Concerning Electronic Provision Measures, a notice to such effect shall be posted on the respective websites along with the matters before and after the revision.
• Shareholders shall receive a document stating the Matters Concerning Electronic Provision Measures; however, the following items shall be excluded from the documents in accordance with the law and Article 16 of the Company's Articles of Incorporation.
• 1. "Framework to Ensure Proper Operation of Business and Its Operation" in the Business Report
  2. "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements"
  3. "Non-ConsolidatedStatement of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements"

Therefore, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements listed in the document are part of the documents audited by the Accounting Auditor and Audit and Supervisory Committee in preparing the Accounting Audit Report and Audit Report, respectively.

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Reference Documents for the General Meeting of Shareholders

Reference Information Common to Proposals No. 1, 2 and 4

Proposals No. 1, 2 and 4 contained in the Reference Documents for this General Meeting of Shareholders include the content related to the revisions of the corporate governance structure resolved at the Board of Directors meeting held on July 31, 2023. In submitting these proposals, the Company will explain an overview of the revisions of the corporate governance structure.

• Background to the revisions to the corporate governance structure resolved on July 31, 2023

At the 18th Ordinary General Meeting of Shareholders held on June 22, 2023, and the extraordinary meeting of the Board of Directors held on the same day, the Company revised its corporate governance structure as follows:

1. Transition from a company with a board of company auditors to a company with an audit and supervisory committee for the purpose of strengthening the supervisory function of the Board of Directors and speeding up decision-making;
2. Election of two new female Outside Executive Directors (lawyer and certified public accountant) to ensure diversity on the Board of Directors; and
3. Establishment of a voluntary nomination committee and a remuneration committee with a majority of Outside Directors to ensure objectivity, transparency and fairness in the nomination and remuneration of

Executive Directors.

As a result of discussions to further strengthen the supervisory function of the Board of Directors and speed up decision-making, the Company, in addition to these revisions, has decided to further revise its corporate governance structure as follows.

• Overview of the revisions

By making some of the current Executive Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Executive Directors) Executive Officers (not concurrently serving as Executive Directors), the composition of the Board of Directors will be changed as follows:

1. The majority of the Board of Directors shall be Outside Executive Directors; and
2. At least 30% of Executive Directors shall be female.

In addition, for Executive Officers, the Company will ensure objectivity, transparency and fairness in personnel and remuneration in the same manner as Executive Directors by clarifying the responsibilities and authority and making personnel and remuneration matters subject to consultation by the Nomination Committee and the Remuneration Committee.

These revisions are expected to further strengthen corporate governance in the following aspects:

1. The majority of the Board of Directors will be Outside Executive Directors, further strengthening the supervisory function of the Board of Directors;
2. Expanding the executive officer system will ensure the speediness and effectiveness of business execution; and
3. The size of the Board of Directors will be optimized, ensuring diversity of the Board of Directors.

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At the Board of Directors meeting held on April 26, 2024, the Company resolved to introduce the CXO (Chief x Officer) system (the "x" is a variable indicating what the chief officer is responsible for). The CXO will be partially delegated authority from the Representative Director and President & CEO, and will be responsible for the execution of areas of responsibility across the Group, including overseas subsidiaries. *Appointment of the CXO will be resolved at an extraordinary meeting of the Board of Directors to be held after the General Meeting of Shareholders.

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Proposal No. 1: Election of Three (3) Executive Directors (excluding Executive Directors who are Audit and Supervisory Committee Members)

The term of office of all nine (9) Executive Directors (excluding Executive Directors who are Audit and Supervisory Committee Members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders. In addition, a transition to a new management structure as described on page 3 is planned. Accordingly, the election of three (3) Executive Directors is proposed. The candidates for Executive Directors are as follows.

Candidate No. 1

Kazuhiro Hatano (DOB: March 17, 1965) Reappointment

Number of the Company's shares owned: 742,000

Career summary, position, responsibility and significant concurrent positions

Reasons for nomination as a candidate for Executive Director

Kazuhiro Hatano has been leading the management of the entire Group as a core founding member of the Company, backed by his extensive knowledge and experience in new drug development at a major Japanese pharmaceutical company, etc., formulating and executing strategies for medium- to long-term growth, promoting the globalization of our Group, as well as achieving satisfactory business results. The Company nominates him for election as an Executive Director in order to realize business growth and enhance corporate value of the Group by having him continuously demonstrate his leadership.

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Candidate No. 2

Eri Sugiyama (DOB: July 10, 1975) ReappointmentOutsideIndependent Officer

Number of the Company's shares owned: 0

Career summary, position, responsibility and significant concurrent positions

Reasons for nomination as a candidate for Outside Executive Director and outline of expected roles Eri Sugiyama has a high level of knowledge of laws as well as a deep knowledge of corporate legal affairs based on her extensive practical experience as an attorney. The Company has determined that she will supervise the Company in an objective and fair manner from a legal perspective and will give useful advice to the Board of Directors, and therefore nominated her as a candidate for Outside Executive Director.

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Candidate No. 3

Satoko Nishimura (DOB: January 14, 1967) ReappointmentOutsideIndependent Officer

Number of the Company's shares owned: 0

Career summary, position, responsibility and significant concurrent positions

Reasons for nomination as a candidate for Outside Executive Director and outline of expected roles Satoko Nishimura has expertise and experience as a certified public accountant and tax accountant and has considerable knowledge of finance and accounting. The Company expects her to use her extensive experience and expertise to strengthen the Company's supervisory structure, and therefore nominated her as a candidate for Outside Executive Director.

(Notes) 1. Eri Sugiyama and Satoko Nishimura are candidates for Outside Executive Directors. The Company has appointed Eri Sugiyama and Satoko Nishimura as Independent Officers as set forth by Tokyo Stock Exchange, Inc.

1. Although Eri Sugiyama and Satoko Nishimura have never been involved in corporate management other than serving as an outside director or an outside audit and supervisory board member, for the above reasons, the Company has determined that they will be able to appropriately perform their duties as an Outside Executive Director.
2. Eri Sugiyama and Satoko Nishimura are currently Outside Executive Directors of the Company, and their term of office as Outside Executive Directors will be one year at the conclusion of this General Meeting of Shareholders.
3. The name of Eri Sugiyama on the family register is Eri Shingu.
4. There is no special interest between each of the candidates and the Company.
5. The Company has entered into an agreement with Eri Sugiyama and Satoko Nishimura to limit their liability for damages under Article 423, paragraph 1 of the Companies Act. If their reappointment is approved, the Company plans to continue the agreement with them. The maximum amount of liability under the agreement is the minimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act.
6. The Company and an insurance company have entered into a directors' and officers' liability insurance contract as prescribed in Article 430-3, paragraph 1 of the Companies Act to cover legal damages and expenses for litigation in the event that a claim for damages is made against the insured during the insurance period due to an act committed by the insured based on his or her status under the insurance contract. An outline of the contents of the D&O Insurance is as described in the business report. If each candidate is elected as an Executive Director and assumes office, he or she shall be the insured under the relevant insurance contract. The policy is scheduled to be renewed with the same content at the next renewal.

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Proposal No. 2: Election of One (1) Substitute Executive Director (excluding Executive Directors who are Audit and Supervisory Committee Members)

In case the number of Executive Directors who execute business falls short of the number required by laws and regulations, the election of one (1) Substitute Executive Director (excluding Executive Directors who are Audit and Supervisory Committee Members; the same shall apply hereinafter in this proposal) is proposed. The election of a substitute Executive Director may be cancelled only prior to the assumption of office by resolution of the Board of Directors.

The candidate for substitute Executive Director is as follows.

Isao Sakamoto (DOB: March 25, 1976)

Number of the Company's shares owned: 735,800

Career summary, position, responsibility and significant concurrent positions

Reasons for nomination as a candidate for Substitute Executive Director

Isao Sakamoto has extensive knowledge and experience in new drug development at major domestic pharmaceutical companies and has been leading the global strategy by rebuilding the U.S. business and supervising the business operation in Europe and the U.S. as a whole as Chairman & President of Linical Accelovance America, Inc. since 2018, Director & CEO of LINICAL Europe Holding GmbH since 2021, and CEO of Linical Western Group. The Company proposes his election as a substitute Executive Director in order to realize business growth and enhance corporate value of the Group by having him demonstrate his abilities.

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(Notes) 1. There is no special interest between the candidate and the Company.

2. The Company and an insurance company have entered into a directors' and officers' liability insurance contract as prescribed in Article 430-3, paragraph 1 of the Companies Act to cover legal damages and expenses for litigation in the event that a claim for damages is made against the insured during the insurance period due to an act committed by the insured based on his or her status under the insurance contract. An outline of the contents of the D&O Insurance is as described in the business report. If a candidate is elected as an Executive Director and assumes office, he shall be the insured under the relevant insurance contract. The policy is scheduled to be renewed with the same content at the next renewal.

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Proposal No. 3: Election of One (1) Substitute Executive Director who is an Audit and Supervisory Committee Member

In case the number of Executive Directors who are Audit and Supervisory Committee Members falls short of the number required by laws and regulations, the advance election of one (1) Substitute Executive Director who is an Audit and Supervisory Committee Member is proposed.

The election may be revoked only prior to the assumption of office by resolution of the Board of Directors, upon obtaining consent of the Audit and Supervisory Committee

This proposal has been approved in advance by the Audit and Supervisory Committee.

The candidate for Substitute Executive Director who is an Audit and Supervisory Committee Member is as follows.

Hiroshige Matsuhisa (DOB: November 18, 1951) OutsideIndependent Officer

Number of the Company's shares owned: 0

Career summary and significant concurrent positions

Reasons for nomination as a candidate for Substitute Outside Executive Director who is an Audit and Supervisory Committee Member and outline of expected roles

Hiroshige Matsuhisa has experience of leading human resources and general affairs departments at major domestic pharmaceutical companies and also has extensive experience as a corporate manager of a general incorporated foundation and its affiliated companies. The Company has determined that he will be able to appropriately perform his duties if he assumes office as Executive Director who is an Audit and Supervisory Committee Member. For the above reasons, the Company proposes his election as a Substitute Outside Executive Director who is an Audit and Supervisory Committee Member.

(Notes) 1. There is no special interest between the candidate and the Company.

1. Hiroshige Matsuhisa is a candidate for Substitute Outside Executive Director who is an Audit and Supervisory Committee Member. If he assumes office as Executive Director who is an Audit and Supervisory Committee Member, the Company plans to appoint Hiroshige Matsuhisa as Independent Officer as set forth by Tokyo Stock Exchange, Inc.
2. If the election of Hiroshige Matsuhisa as Executive Director who is an Audit and Supervisory Committee Member is approved, the Company plans to enter into a liability limitation agreement with him to limit his liability for damages to the amount stipulated by laws and regulations in accordance with the Articles of Incorporation of the Company.
3. The Company and an insurance company have entered into a directors' and officers' liability insurance contract as prescribed in Article 430-3, paragraph 1 of the Companies Act to cover legal damages and expenses for litigation in the event that a claim for damages is made against the insured during the insurance period due to an act committed by the insured based on his or her status under the insurance contract. An outline of the contents of the D&O Insurance is as described in the business report. If the candidate assumes office as Executive Director who is an Audit and Supervisory Committee Member, he shall be the insured under the relevant insurance contract.

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