Notice of the 153rd Ordinary General Meeting of Shareholders [PDF: 219KB]

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 7, 2022 Dear Shareholders, Eiji Aga Representative Director, President Nippon Soda Co., Ltd. 2-2-1, Otemachi, Chiyoda-ku, Tokyo, Japan Notice of the 153rd Ordinary General Meeting of Shareholders We are pleased to announce that the 153rd Ordinary General Meeting of Shareholders of Nippon Soda Co., Ltd. (the "Company" or we) will be held as described below. From the perspective of preventing the spread of the novel coronavirus disease (COVID-19), you are encouraged to exercise your voting rights prior to the meeting by postal voting or via the Internet, etc., if at all possible. Regardless of your own state of health, you are urged to refrain from traveling to the venue on the date of the meeting. If you are unable to attend the meeting in person, you may exercise your voting rights by postal voting or via the Internet, etc. Please examine the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Tuesday, June 28, 2022 (JST). Details 1. Date and Time: Wednesday, June 29, 2022, at 10:00 a.m. 2. Place: Hall, 4th floor, Otemachi Sankei Plaza Tokyo Sankei Bldg. 1-7-2 Otemachi, Chiyoda-ku, Tokyo 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 153rd Fiscal Year (from April 1, 2021 to March 31, 2022) Financial Statements for the 153rd Fiscal Year (from April 1, 2021 to March 31, 2022) Matters to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Reduction in Legal Capital Surplus Proposal 4: Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members) Proposal 5: Election of Three (3) Directors Serving as Audit and Supervisory Committee Members Proposal 6: Election of One (1) Substitute Director Serving as Audit and Supervisory Committee Member Proposal 7: Determination of Remuneration for Granting Restricted Stock to Directors (Excluding Directors Serving as Audit and Supervisory Committee Members, Outside Directors, and part-time Directors) - 1 - 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 shall 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, the Company proposes to pay ¥125 per share, mainly because sales in the Chemicals and Agro Products business increased during the fiscal year under review. As a result, the total annual dividend for the fiscal year under review will be ¥180 per share (an increase of ¥70 per share year on year), combined with the interim dividend of ¥55 per share. [Matters regarding year-end dividend] Type of dividend property: Money Dividend property allotment and total amount thereof Dividends per common share of the Company: ¥125 Total amount of dividends: ¥3,491,251,125 3. Date of effectiveness of dividends: June 30, 2022 - 2 - Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the amendments Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. Paragraph 1 of Article 17 (Measures, etc. for Providing Information in Electronic Format) of the Proposed Amendment is newly established because the Articles of Incorporation will be required to stipulate that the Company will take measures for electronic provision of information that is the contents of the reference documents of the general meeting of shareholders, etc. Paragraph 2 of Article 17 (Measures, etc. for Providing Information in Electronic Format) of the Proposed Amendment shall be newly established to allow the Company to limit the scope of matters to be included in the document to be delivered to shareholders who have requested the document to the scope specified by the applicable Ordinance of the Ministry of Justice, among the matters for which electronic provision measures are taken for information that is the content of the reference documents of the general meeting of shareholders, etc. The provisions of Article 17 (Internet Disclosure and Deemed Provision of Reference Documents of the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation shall be deleted as they will become unnecessary once the system for providing informational materials for the general meeting of shareholders in electronic format is introduced. Supplementary Provisions regarding the effect of the above newly established and deleted provisions will be established. The Supplementary Provisions shall be deleted after the expiration date. 2. Details of the amendments The details of the amendments are as follows: (Amended parts are underlined.) Current Articles of Incorporation Proposed Amendments (Internet Disclosure and Deemed Provision of Reference Documents of the General Meeting of Shareholders, Etc.) Article 17. (Deleted) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or indicated in the reference documents of the general meeting of shareholders, business report, financial statements and/or consolidated financial statements through the Internet in accordance with the provisions prescribed by the Ordinance of the Ministry of Justice, it may be deemed that the Company has provided this information to shareholders. (Measures, etc. for Providing Information in Electronic Format) (Newly established) Article 17. 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. - 3 - Current Articles of Incorporation Proposed Amendments 2. Among items for which the measures for providing information in electronic format will be taken, the Company shall not be required to state all or some of those items designated by the Ministry of Justice Order in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. (Newly established) (Supplementary Provisions) (Transitional Measures for Providing Informational Materials for the General Meeting of Shareholders in Electronic Format) (Newly established) Article 1. 1. The deletion of Article 17 (Internet Disclosure and Deemed Provision of Reference Documents of the General Meeting of Shareholders, Etc.) and the establishment of Article 17 (Measures, etc. for Providing Information in Electronic Format) of the Articles of Incorporation shall take effect as of September 1, 2022. 2. Notwithstanding the provisions of the preceding paragraph, Article 17 of the Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents of the General Meeting of Shareholders, Etc.) shall remain effective regarding any general meeting of shareholders held on a date within six months from September 1, 2022. 3. The provisions of this Article shall be deleted on the date when six months have elapsed from September 1, 2022 or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. - 4 - Proposal 3: Reduction in Legal Capital Surplus 1. Reason for reduction in surplus In order to ensure the mobility and flexibility of future capital policies, the Company proposes to reduce the amount of legal capital surplus and transfer it to other capital surplus in accordance with Article 448, paragraph (1) of the Companies Act. 2. Details of reduction in surplus Amount of legal capital surplus to be reduced Out of the legal capital surplus of ¥24,148,598,626, ¥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 legal capital surplus after reduction ¥18,148,598,626. Date on which the reduction in the amount of surplus takes effect August 31, 2022 - 5 -

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