Towa Pharmaceutical : Notice of the 69th Ordinary General Meeting of Shareholders

To our shareholders:

Itsuro Yoshida

Securities Code: 4553

June 5, 2025

President and Representative Director

2-11, Shinbashi-cho, Kadoma, Osaka, JAPAN

We are pleased to announce the 69th Ordinary General Meeting of Shareholders of TOWA PHARMACEUTICAL CO., LTD. (the "Company"), which will be held as described below.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on each of the following websites. Please access either of the websites to review the information.

https://www.towayakuhin.co.jp/ir/stock/meeting.php (in Japanese)

https://d.sokai.jp/4553/teiji/

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Access the TSE website, enter "TOWA PHARMACEUTICAL" in "Issue name (company name)" or the Company's securities code "4553" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

If you do not attend the meeting in-person, you may exercise your voting rights via the internet or in writing. Please review the appended Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:40 p.m. on Tuesday, June 24, 2025 (Japan Standard Time).

1. Date and Time: Wednesday, June 25, 2025 at 10:00 a.m. (Reception opens at 9:00 a.m.) (Japan Standard Time)
2. Venue: Headquarters of the Company Meeting room on the 2nd floor

   2-11, Shinbashi-cho, Kadoma, Osaka, JAPAN

   (Please refer to the "Shareholders' Meeting Venue Map" (in Japanese only) at the end of this document.)

3. Purposes: Items to be reported:

   1. Business Report and Consolidated Financial Statements for the 69th Term (from April 1, 2024 to March 31, 2025), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

   2. Non-consolidated Financial Statements for the 69th Term (from April 1, 2024 to March 31, 2025)

      Items to be resolved: Proposal 1: Appropriation of surplus Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members) Proposal 3: Election of one (1) Director who is an Audit and Supervisory Committee Member
4. Matters to be decided at the time of convocation

1. In accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Company's Articles of Incorporation, the following matters subject to measures for electronic provision shall not be included in the paper-based documents sent to shareholders. The Audit and Supervisory Committee and the Accounting Auditor have audited the documents subject to audit, including the following matters.

   1. [Business Report]

      1. Current status of the corporate group

         Business Activities and Results; Trends in Assets and Operating Results; Issues to be Addressed; Principal Lines of Business; Major Offices and Plants; Employees; Major Creditors; and Other Important Matters Related to the Current Status of the Corporate Group

      2. Current status of the Company

         Shares; Share Acquisition Rights; Directors who Retired During the Fiscal Year; Outline of the Contents of the Directors and Officers Liability Insurance Policy; Outside Officers; Accounting Auditor; Systems to Ensure the Appropriateness of Business Activities; Overview of Operational Status of Systems to Ensure the Appropriateness of Business Activities; and Basic Policy Regarding Control of the Company

   2. [Consolidated Financial Statements]

      Consolidated Statement of Changes in Shareholders' Equity; and Notes to Consolidated Financial Statements

   3. [Non-consolidated Financial Statements]

      Non-consolidated Balance Sheets; Non-consolidated Statements of Income; Statement of Changes in Shareholders' Equity; and Notes to Non-consolidated Financial Statements

   4. [Audit Report]

      Audit Report of the Accounting Auditor Regarding the Consolidated Financial Statements; Audit Report of the Accounting Auditor Regarding the Non-consolidated Financial Statements; and Audit Report of the Audit and Supervisory Committee

2. If there is no indication of approval or disapproval of each proposal on the returned Voting Card, your exercise of voting rights will be deemed to be approval.

3. If you exercise your voting rights in duplicate both via the internet and in writing, then only the vote cast via the internet shall be deemed valid.

4. If you exercise your voting rights via the internet multiple times, then only the last vote cast shall be deemed valid.

The Company has a basic policy of ensuring stable dividends while taking profitability and financial position into consideration and promoting further enhancement, and thereby determines dividend amounts under comprehensive consideration and set with a target payout ratio of 20% to 30% and consolidated dividend on equity ratio (DOE) of approximately 2%.

Based on this policy, taking into consideration its earnings for the business year as well as the future development of the business, after a careful review, the Company proposes to pay year-end dividends for the current fiscal year as follows:

Matters related to year-end dividends

1. Type of dividend property Cash

2. Allocation of dividend property and total amount thereof 40 yen per common share of the Company

   Total amount of dividends: 1,969,083,880 yen

   The Company paid an interim dividend of 30 yen per share, and thus the annual dividend for the fiscal year under review is 70 yen per share, which is 10 yen higher than the previous fiscal year.

3. Effective date of distribution of dividends of surplus June 26, 2025

The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting.

Therefore, the Company proposes the election of five (5) Directors.

As for this proposal, the Company received from the Audit and Supervisory Committee of the Company the opinion that the standards and procedures for electing all of the candidates for Director are appropriate.

The candidates for Director are as follows: