Nippon Soda : Notice of the 155th Ordinary General Meeting of Shareholders

About this update from Nippon Soda Co., Ltd.

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. Securities Code: 4041 June 6, 2024 Dear Shareholders, Eiji Aga Representative Director, President Nippon Soda Co., Ltd. 2-7-2, Marunouchi, Chiyoda-ku, Tokyo, Japan Notice of the 155th Ordinary General Meeting of Shareholders Nippon Soda Co., Ltd. (the "Company" or we) is pleased to announce that the 155th Ordinary General Meeting of Shareholders of the Company (the "OGM") will be held as described below. When convening the OGM, the Company takes measures for providing information in electronic format that constitutes the content of reference documents for the general meeting of shareholders, etc. (Electronic Provision Measures Matters), and posts this information on each of the websites below. Please access either website by using the internet address shown below to review the information. The Company's website: https://www.nippon-soda.co.jp/ (From the above website, select "Investor Relations," "Stock-Related Information," and then "General Meeting of Shareholders.") TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Access the TSE website by using the internet address shown above, enter "Nippon Soda" in "Issue name (company name)" or the Company's securities code "4041" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].") If you are unable to attend the OGM in person, you may exercise your voting rights via the Internet, etc. or by postal voting. Please examine the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024 (JST). - 1 - Details 1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. 2. Place: Maru Building Hall, Marunouchi Building 7F 2-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan 3. Purpose of the Meeting Matters to be reported: a. Business Report and Consolidated Financial Statements, as well as the audit reports of the Accounting Auditor and the Audit and Supervisory Committee for Consolidated Financial Statements for the 155th Fiscal Year (from April 1, 2023 to March 31, 2024) Financial Statements for the 155th Fiscal Year (from April 1, 2023 to March 31, 2024) Matters to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Reduction in Capital Reserves Proposal 3: Election of Seven (7) Members of the Board of Directors (Excluding Members of the Board of Directors who are Members of Audit and Supervisory Committee) Proposal 4: Election of Three (3) Members of the Board of Directors who are Members of Audit and Supervisory Committee Proposal 5: Election of One (1) Substitute Member of the Board of Directors who is a Member of Audit and Supervisory Committee - 2 - Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus In deciding the appropriation of surplus, the Company fundamentally considers revenue trends and makes a well-rounded judgment based on several perspectives including maintaining stable dividend payment, enriching shareholders' equity and improving the financial position. The Company will use its retained earnings for research and development, capital investment, M&A and other purposes to develop high value-added products and to strengthen competitiveness. Regarding the year-end dividend for the fiscal year under review, the Company proposes to pay ¥120 per share. As a result, the total annual dividend for the fiscal year under review will be ¥240 per share, when combined with the interim dividend of ¥120 per share. [Matters regarding year-end dividend] Type of dividend property: Cash Dividend property allotment and total amount thereof Dividend per common share of the Company: ¥120 Total amount of dividends: ¥3,309,327,120 3. Effective Date of dividends: June 28, 2024 - 3 - Proposal 2: Reduction in Capital Reserves Reason for Reduction in Capital Reserves In order to ensure the mobility and flexibility of future capital policies, the Company proposes to reduce the amount of capital reserves and transfer it to other capital surplus in accordance with Article 448, paragraph (1) of the Companies Act. Reduction in Capital Reserves Amount of capital reserves to be reduced Out of the capital reserves of ¥18,148,598,626, ¥6,000,000,000 will be reduced and the entire amount of the reduction will be transferred to other capital surplus, making the amount of capital reserves after reduction ¥12,148,598,626. Date on which the reduction in the amount of capital reserves takes effect August 31, 2024 - 4 - Proposal 3: Election of Seven (7) Members of the Board of Directors (Excluding Members of the Board of Directors who are Members of Audit and Supervisory Committee) The terms of office of all seven (7) members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee) will expire at the conclusion of the OGM. Accordingly, we propose to elect seven (7) members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee); including three (3) outside members of the Board of Directors. This proposal was decided after receiving a report from the Nomination and Remuneration Advisory Committee. Furthermore, we have received a report stating that there are no matters requiring additional comments regarding the election of members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee) from the Audit and Supervisory Committee. The candidates for members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee) are as follows: No. Name Sex Positions and areas of responsibility in the Company 1 Eiji Aga Male Representative Director, President Reelection (Supervision of Marketing & Sales) Member of the Board of Directors, Executive Managing Officer 2 Atsuo Watanabe Male (Supervision of Technology and Responsible Care Reelection Management Dept., General Manager, Production Div., and Manager, Trade Administration Dept.) Member of the Board of Directors, Executive Managing 3 Osamu Sasabe Male Officer (Supervision of Corporate Strategy Dept., DX Promotion Reelection Dept., Secretariat Dept., and Human Resources Dept., and General Manager, Purchasing & Logistics Div.) Member of the Board of Directors, Executive Officer 4 Osamu Shimizu Male (Supervision of Corporate Social Responsibility Dept., Internal Control & Audit Dept., General Affairs Dept., Reelection; Legal Dept., and Accounting Dept., and General Manager, Accounting Dept.) 5 Yuko Watase Female Member of the Board of Directors (Outside Member of the Reelection; Independent; Board of Directors) Outside 6 Takayoshi Meiga Male Member of the Board of Directors (Outside Member of the Reelection; Independent; Board of Directors) Outside New election; 7 Tatsufumi Sakai Male Independent; Outside - 5 - No. Name Career summary, positions and areas of responsibility in the Company, and Number of the Company's (Date of birth) important concurrent positions shares held April 1985 Joined the Company April 2010 Manager, Fine Chemical Dept., Chemicals Business Div. February2012 Executive Vice President, Alkaline SAS (Secondment) April 2015 Manager, Business Strategy & Administration Dept., Chemicals Business Div., the Company April 2017 Executive Officer, General Manager, Chemicals Business Div. and Supervision of Osaka Branch Office Eiji Aga April 2018 Executive Officer, (January 1, 1963) April 2020 General Manager, Chemicals Business Div. Executive Officer, (Reelection) Supervision of Human Resources Dept. (Male) June 2020 Member of the Board of Directors, Executive Officer, Supervision of Marketing & Sales, Human Resources Tenure as Member April 2021 Dept. and Purchasing & Logistics Dept. of the Board of Representative Director, President 1 Directors: April 2022 Representative Director, President 12,500 4 years Supervision of New Business Planning and Development Attendance at Dept. April 2023 Representative Director, President meetings of the Supervision of Marketing & Sales, New Business Board of Directors Planning and Development Dept. during the fiscal April 2024 Representative Director, President, Supervision of year ended March 31, 2024: Marketing & Sales 17/17 To the present Reasons for nomination as candidate for member of the Board of Directors The Company has determined that Eiji Aga is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his experience in managing overseas group companies, supervision of Marketing Sales and being involved in Human Resources, and because he has led the entire Nippon Soda Group as Representative Director, President. Therefore, the Company has nominated him as a candidate for member of the Board of Directors. - 6 - No. Name Career summary, positions and areas of responsibility in the Company, and Number of the Company's (Date of birth) important concurrent positions shares held April 1985 Joined the Company April 2008 Manager, Manufacturing Dept., Chiba Plant April 2012 Manager, Research Planning and Development Dept., Research & Development Div. April 2014 General Manager, Chiba Plant April 2017 Executive Officer General Manager, Chiba Plant April 2018 Executive Officer, General Manager, Takaoka Plant April 2021 Executive Officer, General Manager, Production & Technology Div. and Atsuo Watanabe Manager, Production Planning & Management Dept. (April 12, 1960) April 2022 Executive Managing Officer, Supervision of Research & Development Div. and (Reelection) General Manager of Production & Technology Div. (Male) June 2022 Member of the Board of Directors, Executive Managing Officer, Tenure as Member Supervision of Technology, Purchasing & Logistics of the Board of Dept., and Responsible Care Management Dept., General 2 Directors: Manager, Production & Technology Div., and Manager, 5,100 2 years Trade Administration Dept. April 2023 Member of the Board of Directors, Executive Managing Attendance at Officer, meetings of the Supervision of Technology and Responsible Care Board of Directors Management Dept., General Manager, Production & during the fiscal Technology Div., and Manager, Trade Administration year ended March April 2024 Dept. 31, 2024: Member of the Board of Directors, Executive Managing 17/17 Officer, Supervision of Technology and Responsible Care Management Dept., General Manager, Production Div., and Manager, Trade Administration Dept. To the present Reasons for nomination as candidate for member of the Board of Directors The Company has determined that Atsuo Watanabe is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his experience serving as plant manager at major sites and driving the Company's core R&D and production operations as the person responsible for Supervision of Technology. Therefore, the Company has nominated him as a candidate for member of the Board of Directors. - 7 - No. Name Career summary, positions and areas of responsibility in the Company, and Number of the Company's (Date of birth) important concurrent positions shares held April 1986 Joined the Company April 2012 Manager, Information Systems Dept. April 2016 Manager, Accounting Dept. April 2018 Manager, Corporate Strategy Dept. April 2019 Executive Officer, Manager, Corporate Strategy Dept. April 2020 Executive Officer, Manager, Corporate Strategy Dept. and Manager, DX Promotion Group, Corporate Planning Dept. April 2021 Executive Officer, Manager, Corporate Planning Dept. and Manager, DX Promotion Group June 2021 Member of the Board of Directors, Executive Officer, Osamu Sasabe Supervision of Human Resources Dept., Manager, Corporate Planning Dept. and Manager, DX (May 14, 1963) Promotion Group (Reelection) Representative Director and President, NS Business Support Co., Ltd. (until June 2023) (Male) April 2022 Member of the Board of Directors, Executive Officer, Tenure as Member Supervision of Corporate Strategy Dept., DX Promotion Dept., and Human Resources Dept. of the Board of June 2022 Member of the Board of Directors, Executive Officer, Directors: 3 Supervision of Corporate Strategy Dept., DX Promotion 4,700 3 years Dept., Secretariat Dept., and Human Resources Dept. Attendance at April 2023 Member of the Board of Directors, Executive Managing Officer, meetings of the Supervision of Corporate Strategy Dept., and DX Board of Directors Promotion Dept., and General Manager, Purchasing & during the fiscal Logistics Div. year ended March April 2024 Member of the Board of Directors, Executive Managing 31, 2024: Officer, 17/17 Supervision of Corporate Strategy Dept., DX Promotion Dept., Secretariat Dept., and Human Resources Dept., and General Manager, Purchasing & Logistics Div. To the present Representative Director and President, NS Business Support Co., Ltd. (scheduled to assume the position in June 2024) Reasons for nomination as candidate for member of the Board of Directors The Company has determined that Osamu Sasabe is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his sales experience in chemical and agrochemical products and also his broad experience in digital strategy, accounting, and corporate strategy. Therefore, the Company has nominated him as a candidate for member of the Board of Directors. - 8 - No. Name Career summary, positions and areas of responsibility in the Company, and Number of the Company's (Date of birth) important concurrent positions shares held April 1986 Joined The Industrial Bank of Japan, Limited April 2015 Joined the Company April 2016 Substitute Manager, Corporate Strategy Dept. April 2018 Manager, Accounting Dept. April 2019 Executive Officer, Manager, Accounting Dept. April 2021 Executive Officer, Supervision of General Affairs Dept., and Manager, Accounting Dept. April 2022 Executive Officer, Supervision of General Affairs Dept. and Finance & Osamu Shimizu Accounting Dept. (October 23, 1963) June 2022 Member of the Board of Directors, Executive Officer, Supervision of Corporate Social Responsibility Dept., (Reelection) Internal Control & Audit Dept., General Affairs Dept., and Accounting Dept. (Male) April 2023 Member of the Board of Directors, Executive Officer, Tenure as Member Supervision of Administration and Corporate Social Responsibility Dept. of the Board of President, Nisso Namhae Agro Co., Ltd. 4 Directors: 2,600 2 years To the present June 2023 Representative Director and President, NS Business Attendance at Support Co., Ltd. (scheduled to retire from the position in meetings of the June 2024 June 2024) Board of Directors Member of the Board of Directors, Executive Officer, during the fiscal Supervision of Corporate Social Responsibility Dept., year ended March Internal Control & Audit Dept., General Affairs Dept., 31, 2024: Legal Dept., and Accounting Dept., and General 17/17 Manager, Accounting Dept. To the present President, Nisso Namhae Agro Co., Ltd. Reasons for nomination as candidate for member of the Board of Directors The Company has determined that Osamu Shimizu is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his international experience at a financial institution and knowledge of finance and accounting, as well as his broad experience in management divisions such as corporate planning, accounting and finance. Therefore, the Company has nominated him as a candidate for member of the Board of Directors. - 9 - No. Name Career summary, positions and areas of responsibility in the Company, and Number of the Company's (Date of birth) important concurrent positions shares held April 1982 Joined Seika Sangyo GmbH October 1988 Joined KPMG Minato Audit Corporation (current KPMG AZSA & Co.) Yuko Watase April 1992 Registered as a certified public accountant (March 17, 1959) August 1993 Seconded to KPMG Fides (current KPMG AG, (Reelection) Switzerland) October 1996 KPMG Century Audit Corporation (current KPMG AZSA (Independent) & Co.) (Outside) October 2002 Director, KPMG FAS Co., Ltd. (Female) October 2003 Partner Tenure as Outside 5 June 2018 Managing Director 100 Member of the June 2021 Retired from Managing Director, KPMG FAS Co., Ltd. Board of Directors: 2 years June 2022 Outside Member of the Board of Directors, the Company Attendance at To the present Reasons for nomination as candidate for outside member of the Board of meetings of the Board of Directors Directors and outline of expected roles during the fiscal Yuko Watase has gained professional knowledge and international year ended March experience as a certified public accountant involved in financial accounting 31, 2024: audit. In her previous positions, she was involved in advisory work for 17/17 domestic as well as cross-border M&A and business portfolio strategy for many years, and we have nominated her as a candidate for outside member of the Board of Directors because we believe that she will continue to contribute to the governance, sound growth and development of the Company by leveraging her experience in these areas. - 10 -

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