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

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)

1. 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)

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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 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]

1. Type of dividend property: Money
2. 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

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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.

1. 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.
2. 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.
3. 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.
4. 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.

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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.

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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

1. 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.
2. Date on which the reduction in the amount of surplus takes effect August 31, 2022

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