Notice of Transition to Company with Audit and Supervisory Committee and the Candidates for Directors After the Transition

OSAKA, Japan, March 24, 2025 - Shionogi & Co., Ltd. (Head Office: Osaka, Japan; Chief Executive Officer: Isao Teshirogi, Ph.D.; hereafter "Shionogi") is pleased to announce as follows that, at a meeting of its Board of Directors held today, it was resolved that it will transition from a company with a Board of Corporate Auditors to a Company with an Audit and Supervisory Committee, subject to approval at the 160th Annual General Meeting of Shareholders to be held on June 18, 2025. Additionally, in conjunction with the transition to a Company with an Audit and Supervisory Committee, we have decided on the candidates for directors to be proposed at the 160th Annual General Meeting of Shareholders, as detailed below. 

1.     Purpose of Transitioning to a Company with an Audit and Supervisory Committee

         i.       Purpose of Transitioning
By transitioning to a company with an Audit and Supervisory Committee, we will further strengthen oversight over the representative director within the Board of Directors, and on that basis, establish a framework that enables the Board of Directors to determine and distinguish between proposals that should be left to the executive side and proposals that should be discussed by the Board of Directors, thereby enabling the Board to focus on discussing medium- to long-term company-wide strategies with an emphasis on maintaining a balance with each stakeholder and to delegate authority to expedite decision-making.
The Audit and Supervisory Committee will use its authority and the internal auditing division to more closely monitor and oversee the overall decision-making process of the executive side.
While maintaining a Board of Directors with a majority of outside directors and ensuring diversity of skills, etc., we will develop a framework to facilitate the election of additional executive directors with knowledge and experience of Shionogi’s business, with a view to promote globalization and business model transformation.

       ii.       Timing of Transitioning

Timing of Transitioning to a Company with an Audit and Supervisory Committee

We plan to transition to a company with an Audit and Supervisory Committee following the approval of the necessary amendments to the Articles of Incorporation at the 160th Annual General Meeting of Shareholders to be held on June 18, 2025.

2.     Candidates for Directors after Transition to a Company with an Audit and Supervisory Committee

         i.       Candidates for directors (excluding directors who are audit and supervisory committee members)

       ii.       Candidates for Directors who are Audit and Supervisory Committee Members

We also plan to appoint Ms. Kyoko Hirose, who is newly appointed as a director (excluding Audit and Supervisory Committee Members), as a substitute for the Audit and Supervisory Committee Members.

      iii.       Retired Directors and Auditors

After stepping down, Ms. Takuko Sawada will continue to serve as Vice-Chair, mainly responsible for external affairs.

3. Other

Other details including specific amendments to the Articles of Incorporation following the transition to a Company with an Audit & Supervisory Committee will be disclosed as soon as they are determined..

For Further Information, Contact:

SHIONOGI Website Inquiry Form:

https://www.shionogi.com/global/en/contact.html

References

Biographies of Newly Appointed Director Candidates

Biographies of Newly Appointed Director Candidates for the Audit and Supervisory Committee