Notice of the 110th Annual Shareholders’ Meeting

To our shareholders:

Securities identification code: 8012

June 3, 2025

Hiroyuki Ueshima Representative Director and President

1-1-17, Shinmachi, Nishi-ku, Osaka City, Osaka, Japan

2-6-4, Otemachi, Chiyoda-ku, Tokyo, Japan (Tokyo Head Office)

You are cordially invited to attend the 110th Annual Shareholders' Meeting of NAGASE & CO., LTD. (the "Company"), which will be held as described below.

When convening this shareholders' meeting, the Company takes measures for providing information that constitutes the content of reference documents for the shareholders' meeting, etc. (items for which the measures for providing information in electronic format are taken) in electronic format, and posts this information on the Company's website on the Internet. Please access the Company's website mentioned below to review the information.

Company's website

https://www.nagase.co.jp/ir/stock-information/stockholders-meetings/ (in Japanese)

In addition to posting the items for which the measures for providing information in electronic format are taken on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) by using the Internet address shown below, enter the issue name (Nagase & Co.) or securities code (8012), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information" to review the information.

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

For this shareholders' meeting, we will deliver paper-based documents that contain the items for which the measures for providing information in electronic format are taken to all shareholders, regardless of whether or not they have requested the delivery of paper-based documents.

If you are unable to attend the meeting in person, you are kindly requested to exercise your voting rights in advance by postal mail or via the Internet, etc. We request that you exercise your voting rights on or before 5:15 p.m. on Tuesday, June 17, 2025 after considering the following Reference Documents for the Annual Shareholders' Meeting.

1. Date and time: Wednesday, June 18, 2025 at 10:00 a.m. (Reception begins at 9:00 a.m.) (Japan Standard Time)
2. Venue: Nihonbashi Mitsui Hall

   COREDO Muromachi 1 (Reception: 4th floor) 2-2-1, Nihonbashi-muromachi, Chuo-ku, Tokyo

3. Purposes: Items to be reported:

   1. Business Report and Consolidated Financial Statements for the 110th Term (from April 1, 2024 to March 31, 2025), as well as the results of audit of the Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board

   2. Non-Consolidated Financial Statements for the 110th Term (from April 1, 2024 to March 31, 2025)

      Items to be resolved: Proposal 1: Appropriation of surplus Proposal 2: Election of nine (9) Directors Proposal 3: Election of one (1) Audit & Supervisory Board Member Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member Proposal 5: Revision of the Performance-Linked Share-Based Remuneration System for Directors Proposal 6: Revision of Maximum Compensation Amount for Directors
4. Instructions on exercising voting rights:

   1. If you exercise your voting rights both in writing (by postal mail) and via the Internet, etc., your vote via the Internet, etc. will be treated as the valid vote. If you exercise your voting rights via the Internet, etc. multiple times, the last vote will be treated as the valid vote.

   2. Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.

   3. If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the shareholders' meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted.

5. Other matters relating to this Notice:

Note regarding the shareholders' meeting:

Pursuant to laws and regulations and the provisions of the Articles of Incorporation, the following items among the items for which the measures for providing information in electronic format are taken are not included in this document.

Business Report: (1) Matters relating to share options for the Company's stock, (2) Independent Auditor, (3) Company systems and policies

Consolidated Financial Statements: (1) Consolidated Statement of Changes in Net Assets, (2) Notes to Consolidated Financial Statements

Non-Consolidated Financial Statements: (1) Non-Consolidated Statement of Changes in Net Assets,

(2) Notes to Non-Consolidated Financial Statements

These items constitute part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent Auditor in preparing an accounting audit report, and part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by Audit & Supervisory Board Members in preparing an audit report.

If any revisions are made to the items for which the measures for providing information in electronic format are taken, a statement to that effect as well as information before and after the revisions will be posted on the Company's website and TSE's website.

The Company proposes the appropriation of surplus as follows: Matters related to year-end dividend

The Company will pay dividends based on consolidated cash flow and investment status, with a basic policy of "continuously increasing dividends" in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure. For this fiscal year, the Company proposes a year-end dividend of 45 yen per share, based on consideration of its consolidated results, financial conditions and other matters.

1. Type of dividend property Cash

2. Allocation of dividend property and total amount thereof

   45 yen per common shares of the Company Total amount of dividends: 4,893,635,835 yen

3. Effective date of distribution of dividends of surplus June 19, 2025

1. Shareholder returns policy under the Medium-term Management Plan ACE 2.0 (from fiscal 2021 to fiscal 2025)

   The Company resolved at the Board of Directors meeting held on May 8, 2024 to change its shareholder returns policy to "total return ratio of 100%" as a tentative measure for two years until fiscal 2025, which is the final year of ACE 2.0, to achieve ROE of 8.0% or higher, a quantitative target under ACE 2.0.

   We will pay dividends based on consolidated cash flow and investment status, with a basic policy of "continuously increasing dividends" in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure, as set out previously.

   We previously set the amount of strategic cross-shareholdings sold during the period of ACE 2.0 as the limitation on the amount of repurchases of treasury stock. However, under the policy above, we will repurchase treasury stock in a flexible manner, while keeping efficiency in mind.

2. Repurchases and cancellation of treasury stock

   The Company repurchased treasury stock as follows.

   • Repurchase of treasury stock

     Total class and number of shares acquired	3,217,700 shares of common shares
     Total value of acquisition value	9,999,842,400 yen
     Acquisition period	From May 9, 2024 to October 25, 2024
     Acquisition method	Purchased on the market

     Total class and number of shares acquired	2,088,300 shares of common shares
     Total value of acquisition value	6,999,981,600 yen
     Date of acquisition	November 13, 2024
     Acquisition method	Purchased through an off-auction share repurchase transaction (ToSTNeT-3) on the Tokyo Stock Exchange

   • Cancellation of treasury stock

     Class and number of shares canceled	3,000,000 shares of common shares (2.54% of the total number of issued shares (including treasury stock))
     Date of cancellation	May 31, 2024

     In addition, the Company decided on the repurchase and cancellation of treasury stock at the Board of Directors meeting held on May 8, 2025 as follows.

   • Repurchase of treasury stock