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Shareholder's Meeting

Notice is hereby given of the following matters to be reported and resolved at the 10th Ordinary General Meeting of Shareholders of Mitsubishi Tanabe Pharma Corporation.

Date and time 10:00 a.m., Wednesday, June 21, 2017
Venue Hilton Osaka hotel, 5th Floor, "Sakura" Meeting Room,
8-8, Umeda 1-chome, Kita-ku, Osaka, Japan

Matters Reported:

  1. The Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements for the 10th Fiscal Year (from April 1, 2016 to March 31, 2017).
  2. The Audit Reports on the Consolidated Financial Statements from Accounting Auditor and the Board of Corporate Auditors.

The contents of the above were reported.

Matters Resolved:

Resolution 1: Appropriation on Surplus
This item was approved and resolved as originally proposed.
The year-end dividend was decided to be ¥28 per share.
Resolution 2: Election of nine (9) Board Directors
This item was approved and resolved as originally proposed.
Seven (7) Board Directors, namely, Mr. Masayuki Mitsuka, Mr. Takashi Kobayashi, Mr. Yoshiaki Ishizaki, Mr. Seiichi Murakami, Mr. Eizo Tabaru, Mr. Shigehiko Hattori and Mr. Shigeki Iwane were reelected and assumed their offices, and Mr. Takashi Tanaka and Mr. Tsutomu Kamijo were newly elected and assumed their offices.
Mr. Shigehiko Hattori, Mr. Shigeki Iwane and Mr. Tsutomu Kamijo are Outside Board Directors.
Resolution 3: Election of one (1) Corporate Auditor
This item was approved and resolved as originally proposed.
One (1) Corporate Auditor, namely, Mr. Matsuo Kikuchi was newly elected and assumed his office.
Resolution 4: Election of one (1) Substitute Corporate Auditor
This item was approved and resolved as originally proposed.
Mr. Ryo Ichida was elected as an Outside Substitute Corporate Auditor.
Resolution 5: Determination of Amount and Content of Performance-linked Stock Compensation for Board Directors
This item was approved and resolved as originally proposed.
It is resolved that the Company will introduce the Performance-linked Stock Compensation Plan that delivers the Company’s shares and pays cash equivalent to the amount obtained by converting a part of the shares into cash for Board Directors and Executive Officers of the Company (excluding Outside Board Directors and non-residents of Japan) according to the level of achievement of performance targets.
Under this Plan, the Company will contribute funds within the upper limit of ¥900 million with a trust set for the eligible period of five (5) consecutive fiscal years, and the trust will purchase Company’s shares during the trust period with the upper limit of 800,000 shares, and deliver the shares and cash equivalent to the amount obtained by converting a part of the shares into cash.
Resolution 6: Revision of Amount of Compensation to Corporate Auditors
This item was approved and resolved as originally proposed.
Amount of Compensation to Corporate Auditors was revised from “within ¥100 million annually” to “within ¥120 million annually”.

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