Notice of Extraordinary General Meeting of Shareholders Concerning Share Consolidation, Abolition of the Determination of Number of Shares per Trading Unit, and Partial Amendment to the Articles of Incorporation

Overview of Share Consolidation and Privatization

Hisamitsu Pharmaceutical Co., Inc. plans to hold an extraordinary general meeting of shareholders on April 17, 2026, to propose agenda items including share consolidation, abolition of the determination of the number of shares per trading unit, and partial amendment to the articles of incorporation. The share consolidation will consolidate 23,467,182 shares into 1 share, reducing the total number of issued shares to 3. Consequently, it is expected that the shares will be delisted from the Tokyo Stock Exchange Prime Market, Nagoya Stock Exchange Premier Market, and Fukuoka Stock Exchange Main Market as of May 11, 2026.

Background and Terms of the Tender Offer

Through the tender offer conducted from January 7 to February 19, 2026, Taiyo Kosan Co., Ltd. acquired 61.81% of the shares. The tender offer price was finally set at 6,082 yen per share, reflecting approximately a 35% premium. The tender offer is part of a Management Buyout (MBO) intending to privatize the company, aiming to mitigate short-term share price decline risks while seeking medium- to long-term corporate value enhancement. The Board of Directors and the independent special committee have confirmed the fairness and appropriateness of the transaction and recommend shareholders to tender their shares.

Impact on Shareholders and Fractional Share Handling

Due to the share consolidation, shares held by shareholders other than the tender offeror and non-tendering agreement shareholders will become fractional shares less than one share and are planned to be sold to the tender offeror. The sale price will be based on the tender offer price of 6,082 yen per share, and cash compensation equivalent to the fractional shares will be provided to affected shareholders. A total of 4,763,348 treasury shares are scheduled for cancellation as of May 12, 2026.

Future Outlook and Management Policy

Following privatization, Mr. Kazue Nakatomi will continue management, promoting the maximization of value for the prescription and OTC pharmaceutical businesses, business transformation, and strengthening overseas expansion. Privatization will reduce the costs associated with maintaining a public listing and enable agile management decisions, aiming for medium- to long-term increase in corporate value.