Print（PDF/219KB） May 13, 2025 Corporate

Notice of Partial Amendment to the Articles of Incorporation

Sumitomo Pharma Co., Ltd. (Head Office: Osaka, Japan; Representative Director, President and CEO: Toru Kimura) announced today that its Board of Directors resolved at a meeting held on May 13, 2025, to submit a proposal of a partial amendment to the Articles of Incorporation to the 205th Annual Shareholders’Meeting scheduled for June 2025, as described below.

1. Purpose of the Amendment

1. ①As disclosed in the press release dated March 28, 2025, titled “Notice of Transition to Company with an Audit & Supervisory Committee,” the Company has decided to transition from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee, subject to approval at the 205th Annual Shareholders’Meeting scheduled for June 26, 2025. The decision for the transition was made to further raise corporate value. This is to be achieved through strengthening the supervisory function of the Board of Directors and further improving corporate governance by having Audit & Supervisory Committee Members who are responsible for auditing the execution of duties as members of the Board of Directors, enabling rapid decision making under appropriate supervision by the Board of Directors, and enhancing strategic discussion for the medium- to long-term. Accordingly, amendments to the Articles of Incorporation will be made, including the establishment of provisions regarding Directors who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee, as well as the deletion of provisions regarding Audit & Supervisory Board Members and the Audit & Supervisory Board.
2. ②In accordance with Article 427, paragraph (1) of the Companies Act , the scope of Directors eligible to enter into Limited Liability Contracts will be revised to include Non-Executive Directors in order to enable them to fully perform their expected roles. This revision has been approved by all Audit & Supervisory Board Members.
3. ③Necessary amendments, such as wording revisions, will be made in line with the above changes.

2. Details of the Amendment

The details of the amendment are provided in the attached document.

3. Schedule

• Date of General Meeting of Shareholders for the amendment to the Articles of Incorporation: June 26, 2025 (scheduled)
• Effective date of the amendment to the Articles of Incorporation: June 26, 2025 (scheduled)