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

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).

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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)

1. 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

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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]

1. Type of dividend property: Cash
2. 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

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Proposal 2: Reduction in Capital Reserves

1. 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.
2. Reduction in Capital Reserves
3. 1. 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.
   2. Date on which the reduction in the amount of capital reserves takes effect August 31, 2024

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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

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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.

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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.

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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.

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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.

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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.

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