Notice of the 156th Ordinary General Meeting of Shareholders [PDF:173KB]

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. Dear Shareholders, Eiji Aga Securities Code: 4041 June 6, 2025 Representative Director, President Nippon Soda Co., Ltd. 2-7-2, Marunouchi, Chiyoda-ku, Tokyo, Japan Notice of the 156th Ordinary General Meeting of Shareholders Nippon Soda Co., Ltd. (the "Company" or we) is pleased to announce that the 156th 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 Thursday, June 26, 2025 (JST). Details Date and Time: Friday, June 27, 2025, at 10:30 a.m. (Please note that the time of the event is different from the previous one.) Place: Maru Building Hall, Marunouchi Building 7F 2-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan 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 156th Fiscal Year (from April 1, 2024 to March 31, 2025) b. Financial Statements for the 156th Fiscal Year (from April 1, 2024 to March 31, 2025) Matters to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: 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) 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. In our newly established shareholder return policy, we have introduced a progressive dividend policy and set a numerical target of a total return ratio of 50% or more. Given the favorable performance of the current fiscal year, we propose a year-end dividend of ¥80 per share for the current fiscal year, based on the above numerical targets. Moreover, the Company carried out a two-for-one share split on October 1, 2024. The Company paid an interim dividend of ¥120 per share as of the record date of September 30, 2024, before the share split, so the annual dividend for the current fiscal year will be ¥140 per share (¥20 more than last year), including the interim dividend of ¥60 per share when converted after the share split. [Matters regarding year-end dividend] Type of dividend property: Cash Dividend property allotment and total amount thereof Dividend per common share of the Company: ¥80 Total amount of dividends: ¥4,413,290,560 Effective Date of dividends: June 30, 2025 Proposal 2: 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 2 Osamu Sasabe Male Member of the Board of Directors, Senior Executive Managing Officer (Supervision of Corporate Strategy Dept., DX Promotion Dept., Human Resources Dept., and Purchasing & Logistics Div.) Reelection 3 Osamu Shimizu Male Member of the Board of Directors, Executive Managing Officer (Supervision of Corporate Social Responsibility, General Affairs Dept., Legal Dept., and Accounting Dept.) Reelection 4 Atsuhiro Seshimo Male Senior Executive Officer (General Manager, Production Div.) New election 5 Yuko Watase Female Member of the Board of Directors (Outside Member of the Board of Directors) Reelection; Independent; Outside 6 Takayoshi Meiga Male Member of the Board of Directors (Outside Member of the Board of Directors) Reelection; Independent; Outside 7 Tatsufumi Sakai Male Member of the Board of Directors (Outside Member of the Board of Directors) Reelection; Independent; Outside No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company, and important concurrent positions Number of the Company's 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 1 Eiji Aga (January 1, 1963) (Reelection) (Male) Tenure as Member of the Board of Directors: 5 years April 2018 Executive Officer, General Manager, Chemicals Business Div. April 2020 Executive Officer, Supervision of Human Resources Dept. June 2020 Member of the Board of Directors, Executive Officer, Supervision of Marketing & Sales, Human Resources Dept. and Purchasing & Logistics Dept. April 2021 Representative Director, President April 2022 Representative Director, President Supervision of New Business Planning and Development Dept. 30,400 Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2025: 17/17 April 2023 Representative Director, President Supervision of Marketing & Sales, New Business Planning and Development Dept. April 2024 Representative Director, President, Supervision of Marketing & Sales April 2025 Representative Director, President 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.

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