Notice of the 93rd Ordinary General Meeting of Shareholders.

[Translation]

Dear Shareholders,

Securities code: 4539

May 28, 2025

Kazushiro Yamaguchi President & CEO

Nippon Chemiphar Co., Ltd. 2-2-3, Iwamoto-cho, Chiyoda-ku, Tokyo

We would like to inform you that the 93rd Ordinary General Meeting of Shareholders (this "General Meeting of Shareholders") of Nippon Chemiphar Co., Ltd. (the "Company") will be held as set forth below.

1. Date and Time: June 19, 2025 (Thursday) at 10:00 a.m.
2. Place: "Myoujin Kaikan," Kanda Myoujin

   2-16-2, Sotokanda, Chiyoda-ku, Tokyo

3. Purpose of the Meeting:

   Matters to be Reported:

   1. Report on the Business Report, the Consolidated Financial Statements, and the Results of the Audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 93rd Fiscal Year (from April 1, 2024 to March 31, 2025)

   2. Report on the Non-consolidated Financial Statements for the 93rd Fiscal Year (from April 1, 2024 to March 31, 2025)

Matters to be Resolved:

Measures for Electronic Provision of Materials

Upon the convocation of this General Meeting of Shareholders, the Company has adopted measures for electronic provision of the information that constitutes the content of the Reference Materials for the General Meeting of Shareholders, etc. (the matters subject to electronic provision measures). The contents of this Notice are posted on the following websites.

Company's website: https://www.chemiphar.co.jp/ir/stocks_information/shareholder.html

TSE's website (JPX Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please access the website of the TSE stated above and enter "Nippon Chemiphar" in the "Issue name (company name)" field or "4539," the Company's securities code, in the "Code" field, click "Search," then "Basic information," and then "Documents for public inspection/PR information" to find the documents in the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" section under "Filed information available for public inspection.")

End

• If any modification is made to the matters subject to electronic provision measures, the Company will publish the modified information online on the Company's website and the TSE's website.

• For this General Meeting of Shareholders, the Company will send a document that contains the matters subject to electronic provision measures to all shareholders, regardless of whether each of the shareholders has made a request for delivery of a written document. Please note that, among the matters subject to electronic provision measures, the following are not contained in this Notice because these matters are omitted from documents to be sent to shareholders who make a request for delivery of a written document in accordance with laws and ordinances and the provisions of the Company's Articles of Incorporation:

  1. "Matters regarding the Accounting Auditor," "Systems to Ensure the Appropriateness of Operations and Operating Status of the Systems" and "Basic Policy regarding the Company's Control" in the Business Report;

  2. "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements; and

  3. "Statements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements.

     Audit & Supervisory Board Members and the Accounting Auditor audit documents subject to audit, including the information contained in above-mentioned (i) through (iii).

• After the conclusion of this General Meeting of Shareholders, resolutions passed at this General Meeting of Shareholders will be published online on the Company's website in lieu of sending a written notice of resolutions. Thank you for your understanding.

The Company positions the return of profits to shareholders as one of the highest priorities in its management, and its basic policy is to distribute stable dividends while maintaining a balance between investment that contributes to its future growth and strengthening of its financial position by capital accumulation.

As a result of examination based on the above policy, the year-end dividends for the 93rd fiscal year will be paid in the following manner in light of factors such as business performance in the 93rd fiscal year, the business environment, and future business development.

Matters regarding year-end dividends

1. Type of dividend assets:

   Cash

2. Matters regarding allocation of dividend assets and total amount of dividends: Dividend per share of common stock of the Company: 50 yen

   Total amount of dividends: 182,562,250 yen

3. Effective date of distribution of surplus: June 20, 2025

   Proposal No. 2 Election of Seven (7) Directors

   The term of office of all eight (8) Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes that seven (7) Directors be elected.

   If this proposal is approved as proposed, at least one-third of the Directors will satisfy the requirements for independent officers established by the TSE and the Criteria for Independence of Outside Officers established by the Company.

   The candidates for Director are as follows:

   Candidate No.	Candidate type	Name	Gender	Current position and areas of responsibility in the Company	Attendance at Board of Directors meetings (number of times and percentage)
   1	Reelection	Kazushiro Yamaguchi	Male	Representative Director, President & CEO	13/13 (100%)
   2	Reelection	Masahide Yasumoto	Male	Director and Senior Managing Corporate Officer In charge of Risk Management, Corporate Strategic Planning Department, IT Department, and Diagnostics Department, and General Manager of the Healthcare Department	13/13 (100%)
   3	Reelection	Koki Hayamizu	Male	Director and Managing Corporate Officer In charge of Discovery Research Laboratories, Pharmaceutical Technology Development Department, Overseas Business Department, and Medical Affairs Department, and General Manager of Development Planning Department	13/13 (100%)
   4	New election	Shinji Nakajima	Male	Corporate Officer In charge of Compliance, General Affairs Department, Nippon Chemiphar Group Purchasing Department, and Sales Administration Center, and General Manager of the Accounts & Finance Department	-
   5	Reelection / Outside	Masaki Yoshino	Male	Outside Director	13/13 (100%)
   6	Reelection / Outside	Naoko Omukai	Female	Outside Director	13/13 (100%)
   7	New election / Outside	Manabu Narita	Male	-	-

   Notes:

   1. Mr. Masaki Yoshino and Mr. Manabu Narita, candidates for Outside Director, satisfy the requirements for independent officers established by the TSE and the Criteria for Independence of Outside Officers established by the Company, and the Company has notified the TSE of the fact that Mr. Masaki Yoshino is an independent officer.

      The Company will also notify the TSE of the fact that Mr. Manabu Narita, a candidate for Outside Director to be newly elected, is an independent officer.

   2. Although Ms. Naoko Omukai, a candidate for Outside Director, satisfies the requirements for independent officers established by the TSE and the Criteria for Independence of Outside Officers established by the Company, the Company will not notify the TSE of the fact that she is an independent officer in accordance with the policy of the law firm to which the candidate belongs.