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.
Koichi Nakao, President
(Securities Code: 4974)
June 3, 2025
7-4-38, Nojihigashi, Kusatsu-shi, Shiga
Notice of the 23rd Annual General Meeting of ShareholdersWe are pleased to announce the 23rd Annual General Meeting of Shareholders of Takara Bio Inc. (the "Company"), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures to provide information that constitutes the content of reference documents for the general meeting of shareholders in electronic format (matters subject to measures for electronic provision), and posts this information as "Notice of the 23rd Annual General Meeting of Shareholders" on the Company's website. Please access the Company's website by using the Internet address shown below to review the information.
Company Website URL: https://www.takara-bio.co.jp/ja/ir/stock/meeting.html (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing (by mail). Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by Monday, June 23, 2025, at 5:30 p.m. (JST).
[Voting via the Internet]Please review the "Instructions on Exercise of Voting Rights via the Internet" (in Japanese only), access the voting website designated by the Company, and enter your approval or disapproval of the proposals according to on-screen instructions by the deadline indicated above.
[Voting in writing (by mail)]Please indicate your approval or disapproval of the proposals in the voting form and return it so that your vote is received by the voting deadline indicated above.
In addition to posting matters subject to measures for electronic provision on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the TSE website, access it (Listed Company Search) by using the Internet address shown below, enter the issue name (company name) or securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
□ TSE website (Listed Company Search) URL: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
- Date and Time: Tuesday, June 24, 2025, at 10:00 a.m. (JST)
-
Venue: Prince Hall, 3F, Lake Biwa Otsu Prince Hotel
4-7-7, Nionohama, Otsu-shi, Shiga
-
Purpose of the Meeting Matters to be reported:
The Business Report and the Consolidated Financial Statements for the 23rd fiscal year (from April 1, 2024 to March 31, 2025), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
The Non-consolidated Financial Statements for the 23rd fiscal year (from April 1, 2024 to March 31, 2025)
If you attend the meeting in person, please present the voting form at the venue's reception. The reception desk is scheduled to open at 9:00 a.m.
Please note that anyone other than a shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder) will not be allowed inside the venue.
Among the matters subject to measures for electronic provision, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents, and are posted on the Company's website URL (https://www.takara-bio.co.jp/ja/ir/stock/meeting.html) (in Japanese) and so forth, pursuant to laws and regulations and the Company's Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following matters.
Business Report:
Overview of Systems to Ensure Properness of Operations and Outline of Management of Such Systems
Consolidated Financial Statements:
Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements
Non-consolidated Financial Statements:
Statement of Changes in Equity and Notes to the Non-consolidated Financial Statements
If any revision is made to the matters subject to measures for electronic provision, notification to that effect, and the corrected and pre-corrected versions of these matters will be made available on the aforementioned website for matters subject to measures for electronic provision (on page 1).
The Company participates in "electronic voting platforms" for institutional investors operated by ICJ, Inc.
Failure to indicate approval or disapproval of a proposal on the voting form will be treated as a vote in favor of the proposal.
In addition to the above, if any matter which should be communicated to shareholders arises after the notice of convocation is sent, we will post an announcement on the Company's website URL (https://www.takara-bio.co.jp/ja/index.html) (in Japanese).
Gifts will not be distributed.
The Company views profit returns to shareholders as one of its important management issues, and as a basic policy, returns are provided after comprehensive consideration of a range of factors that include business performance, financial position, and enhancement of internal reserve for aggressive research and development activities. Previously, the Company has distributed dividends of surplus with the aim of paying 35% of its estimated profit calculated without taking into account the extraordinary income or loss in the Consolidated Financial Statements. For this period, with a mind to advancing management with an awareness of market evaluation, and giving comprehensive consideration to the consolidated full-year performance and these dividend policies, the Company proposes to pay a year-end dividend for the current fiscal year of ¥17.00 (approximately 116% of its estimated profit) per share as announced on May 10, 2024.
Year-end dividendsType of dividend property Cash
Allotment of dividend property to shareholders and their aggregate amount
¥17.00 per common share of the Company Total payment: ¥2,047,063,279
Effective date of dividends of surplus June 25, 2025
At the conclusion of this meeting, the terms of office of all nine Directors will expire.
In that regard, the Company proposes the election of nine Directors (three of whom are external Directors).
This proposal was decided by the Board of Directors based on the advice and recommendations of the Nomination and Compensation Committee.
The candidates for Director are as follows:
Candidate No. | Name (Date of birth) | Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned |
1 | Koichi Nakao June 16, 1962 [Reelection - Male] Relationship of special interest in the Company None Attendance at Board of Directors meetings 12/12 (100%) | Apr. 1985 Joined Takara Shuzo Co., Ltd. (currently Takara Holdings Inc.) Apr. 2002 Director of the Company June 2003 Managing Director and Executive Officer June 2004 Senior Managing Director and Executive Officer Apr. 2006 Senior Managing Director, Executive Officer, and COO June 2007 Representative Director, Vice President, Executive Officer, and COO June 2008 Representative Director, Vice President, and COO May 2009 Representative Director and President (current position) Takara Bio USA Holdings Inc. Director, President June 2009 Director of Takara Holdings Inc. June 2015 President and Executive Officer (current position) Apr. 2020 CEO (current position) Apr. 2021 Representative Director of Manufacturing Technology Association of Biologics (current position) June 2024 Senior Managing Executive Officer of Takara Holdings Inc. (current position) Significant concurrent positions outside the Company Senior Managing Executive Officer of Takara Holdings Inc. Representative Director of Manufacturing Technology Association of Biologics | 75,700 shares |
Reasons for nomination as candidate for Director, etc.
Biomedical Technology (Beijing) Co., Ltd., Takara Korea Biomedical Inc., and Takara Bio USA Holdings Inc., which are subsidiaries of the Company's parent company Takara Holdings Inc. as well as subsidiaries of the Company. | |||
Candidate No. | Name (Date of birth) | Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned |
2 | Tsuyoshi Miyamura October 20, 1963 [Reelection - Male] Relationship of special interest in the Company None Attendance at Board of Directors meetings 12/12 (100%) | Apr. 1988 Joined Takara Shuzo Co., Ltd. (currently Takara Holdings Inc.) Jan. 2009 General Manager of Sales Department of the Company June 2009 Executive Officer June 2014 Senior Executive Officer June 2018 Director Dec. 2019 Chairman of Takara Biomedical Technology (Beijing) Co., Ltd. (current position) Mar. 2021 Co-Representative Director and Chairman of Takara Korea Biomedical Inc. (current position) Apr. 2022 Senior Managing Executive Officer (current position) Chairman of Takara Biotechnology (Dalian) Co., Ltd. (current position) June 2023 Senior Managing Director (current position) Apr. 2024 Director, President of Takara Bio USA Holdings Inc. (current position) Director, Chairman of Takara Bio USA Inc. (current position) Significant concurrent positions outside the Company Chairman of Takara Biotechnology (Dalian) Co., Ltd. Chairman of Takara Biomedical Technology (Beijing) Co., Ltd. Co-Representative Director and Chairman of Takara Korea Biomedical Inc. Director, President of Takara Bio USA Holdings Inc. Director, Chairman of Takara Bio USA Inc. | 13,800 shares |
Reasons for nomination as candidate for Director, etc.
Technology (Beijing) Co., Ltd., Takara Korea Biomedical Inc., Takara Bio USA Holdings Inc., and Takara Bio USA Inc., which are subsidiaries of the Company's parent company Takara Holdings Inc. as well as a subsidiary of the Company, and has also been a business executive (Chairman, Chairman, Co-Representative Director and Chairman, Director, President, and Director, Chairman, respectively) of each company for the past ten years. | |||