Sosei Group

Notice of Change of Corporate Name to Nxera Pharma and Change of Location of Head Office - Seite 2

2. New location

9-7-2 Akasaka Minato-ku
Tokyo 107-0052
Japan

3. Date of change

1 April 2024 (planned)
* The change is subject to the approval of a partial amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders.

3. Merger of wholly owned consolidated subsidiaries

1. Purpose of the Merger

Since the acquisition of IPJ in July 2023, the Company has been pursuing integration synergies and decided to merge IPJ and Sosei Co. Ltd to accelerate business integration and enhance operating efficiencies.

2. Schedule of the Merger

15 February 2024	Approval of the Merger Agreement by the Board of Directors (the Company)
19 February 2024	Approval of the Merger Agreement by the Board of Directors (Sosei Co. Ltd)
20 February 2024	Approval of the Merger Agreement by the Board of Directors (IPJ)
20 February 2024 (planned)	Execution of the Merger Agreement by the merging companies
27 March 2024 (planned)	Approval of the Merger Agreement at the Meeting of Shareholders (the merging companies)
1 April 2024 (planned)	Effective date of the Merger (Merger date)

3. Merger format

The Merger will be an absorption-type merger with IPJ as the surviving company and Sosei Co. Ltd. as the non-surviving company.

4. Partial amendments to the Articles of Incorporation

1. Reason for the amendments

This is to amend Article 1 (Corporate Name) and Article 3 (Head Office) of the current Articles of Incorporation to make the change of corporate name of the Company mentioned in 1 and the change of the location of the Company mentioned in 2 above. This is also to amend the number of directors specified in Article 19 of the existing Articles of Incorporation from not more than ten (10) to not more than twelve (12) directors to allow for future flexibility to enhance the supervisory function of the Board as the Company grows.

2. Details of amendments

The following table shows the current Articles of Incorporation and proposed Articles of Incorporation after amendments.

Current Articles of Incorporation	Proposed amendments
CHAPTER 1 GENERAL RULES (Corporate Name) Article 1.  The name of the Company shall be “Sosei Group Kabushiki Kaisha,” and shall be “Sosei Group Corporation” in English.