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.
To Our Shareholders: (Securities Code: 2183)
June 10, 2025
1-6-1 Miyahara, Yodogawa-ku, Osaka Linical Co., Ltd.
Kazuhiro Hatano, President & CEO
Notice of the 20th Ordinary General Meeting of ShareholdersDear Sir or Madam, we would like to express our appreciation for your continued support and patronage. Please be notified that the 20th 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 24, 2025.
Sincerely,
Details
- Date and Time: Wednesday, June 25, 2025 at 10 a.m. (JST)
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Venue: 1-6-1 Miyahara, Yodogawa-ku, Osaka
Conference Room A, 3rd Floor, Shin-Osaka Brick Building
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Proposals and Reference Matters Items to be reported:
Items to be resolved:
The business report, the consolidated financial statements and the results of consolidated financial statement audits by the Accounting Auditor and the Audit and Supervisory Committee for the 20th business period (April 1, 2024, to March 31, 2025)
The non-consolidated financial statements for the 20th business period (April 1, 2024, to March 31, 2025)
Proposal No. 1 Election of Three (3) Executive Directors (Excluding Executive Directors Who Are Audit and Supervisory Committee Members)
Proposal No. 2 Election of Three (3) Executive Directors Who Are Audit and Supervisory Committee Members
Proposal No. 3 Election of Two (2) Substitute Executive Directors (Excluding Executive Directors Who Are Audit and Supervisory Committee Members)
Proposal No. 4 Election of One (1) Substitute Executive Director Who Is an Audit and Supervisory Committee Member
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Matters Prescribed for Convocation
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."
When voting rights are exercised multiple times via the Internet, the last vote shall be deemed valid.
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.
"Framework to Ensure Proper Operation of Business and Its Operation" in the Business Report
"Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements"
"Non-Consolidated Statement 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.
Reference Documents for the General Meeting of Shareholders 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 three (3) 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. Accordingly, the election of three (3) Executive Directors is proposed. Candidates for Executive Director are decided by the Board of Directors after consultation with the Nomination Committee (voluntary). The Company obtained the opinion of the Audit and Supervisory Committee that it was appropriate to nominate the individuals proposed in this proposal as candidates.
The candidates for Executive Directors are as follows.
Reappointment
Candidate No. 1
Kazuhiro Hatano (DOB: March 17, 1965) Number of the Company's shares owned: 742,000Career summary, position, responsibility and significant concurrent positions
April 1990 Joined Clinical Development Department of Maruho Co., Ltd.
July 1998 Joined Development Department of Meditech International Co., Ltd.
March 1999 Joined Development Unit of Fujisawa Pharmaceutical Co., Ltd. (currently Astellas Pharma Inc.)
September 2004 Director of Aurora Co., Ltd.
June 2005 Founded the Company, Representative Director and President & CEO (current position) February 2010 Head of Clinical Development Unit
September 2015 Head of Corporate Planning Office
December 2020 Head of Clinical Development Unit (current position) July 2021 Head of Marketing Planning Office (current position) June 2024 President & CEO (current position)
Global Chief Commercial Officer (current position) August 2024 Global Chief Strategy Officer (current position)
Head of Corporate Planning Office (current position)
Reasons for nomination as a candidate for Executive DirectorKazuhiro 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.
Independent Officer
Outside
New appointment
Candidate No. 2
Yoshimitsu Ando (DOB: November 5, 1958) Number of the Company's shares owned: 0Career summary, position, responsibility and significant concurrent positions
April 1982 Joined Fujisawa Pharmaceutical Co., Ltd. (currently Astellas Pharma Inc.)
January 2009 Vice President, Head of Clinical Development Department II, Development Division of Astellas Pharma Inc.
October 2011 Corporate Vice President in charge of Development Division of Toyama Chemical Co., Ltd.
June 2012 Senior Vice President, Head of Development Division and Deputy Head of Business Strategy Office of Toyama Chemical Co., Ltd.
April 2013 Senior Vice President, Head of Clinical Development Office of Toyama Chemical Co., Ltd.
June 2015 Executive Director and Senior Vice President, Head of Clinical Development Office of Toyama Chemical Co., Ltd.
April 2017 Executive Director and Senior Vice President and Assistant to the President and Head of Clinical Development Office of Toyama Chemical Co., Ltd.
October 2018 Executive Director and Senior Vice President, Head of Development Division of FUJIFILM Toyama Chemical Co., Ltd.
July 2021 Full-time Audit & Supervisory Board Member of the Company
June 2023 Outside Executive Director of the Company (Full-time Audit and Supervisory Committee Member) (current position)
Reasons for nomination as a candidate for Outside Executive Director and outline of expected roles Yoshimitsu Ando has experience at Astellas Pharma Inc., where he led the global development of pharmaceuticals as a global project leader and also promoted domestic clinical development as head of the Clinical Development Department. Furthermore, he has experience of leading the Clinical Development Office as an Executive Director at Toyama Chemical Co., Ltd., and of leading the Development Division as an Executive Director at FUJIFILM Toyama Chemical Co., Ltd. The Company requests his election as an Outside Executive Director in order to use his abundant experience and knowledge gained at these companies for business growth and improvement of corporate value of the Company.Independent Officer
Outside
Reappointment
Candidate No. 3
Satoko Nishimura (DOB: January 14, 1967) Number of the Company's shares owned: 0Career summary, position, responsibility and significant concurrent positions
October 1989 Joined Asahi Shinwa Accounting Firm (currently KPMG AZSA LLC) August 1993 Registered as a certified public accountant
March 2001 Established Satoko Nishimura Certified Public Accountant Office and assumed the position of Representative (current position)
October 2002 Registered as a certified public tax accountant
Established Satoko Nishimura Certified Public Tax Accountant Office and assumed the position of Representative (current position)
February 2023 Outside Director (Audit and Supervisory Committee Member) of Zojirushi Corporation (current position)
June 2023 Outside Executive Director of the Company (current position)
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 requests her election as an Outside Executive Director 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. Yoshimitsu Ando and Satoko Nishimura are candidates for Outside Executive Directors. The Company has appointed Yoshimitsu Ando and Satoko Nishimura as Independent Officers as set forth by Tokyo Stock Exchange, Inc.
Although Satoko Nishimura has never been involved in corporate management other than serving as an outside director, for the above reasons, the Company has determined that she will be able to appropriately perform her duties as an Outside Executive Director.
Yoshimitsu Ando is currently an Outside Executive Directors (Full-time Audit and Supervisory Committee Member) of the Company, and his term of office as Outside Executive Director (Full-time Audit and Supervisory Committee Member) will be two (2) years at the conclusion of this General Meeting of Shareholders.
Satoko Nishimura is currently an Outside Executive Director of the Company, and her term of office as Outside Executive Director will be two (2) years at the conclusion of this General Meeting of Shareholders.
There is no special interest between each of the candidates and the Company.
The Company has entered into an agreement with Satoko Nishimura to limit her liability for damages under Article 423, paragraph 1 of the Companies Act. If the re-election of Satoko Nishimura is approved, the Company plans to continue the liability limitation agreement with her to limit her liability for damages to the amount stipulated by laws and regulations in accordance with the Articles of Incorporation of the Company. If the election of Yoshimitsu Ando is approved, the Company plans to enter into a new liability limitation agreement with him that is the same as the one mentioned above.
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.