Soda Nikka : Notice of the 76th Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the 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: 8158) June 2, 2023 (Date of commencement of measures for electronic provision: May 26, 2023)

To Shareholders with Voting Rights:

Ryuji Mezaki

President and Chief Executive Officer

SODA NIKKA CO., LTD.

3-6-2, Nihonbashi, Chuo-ku,

Tokyo, Japan

Notice of the 76th Annual General Meeting of Shareholders

We are pleased to inform you that the 76th Annual General Meeting of Shareholders (the "Meeting") of SODA NIKKA CO., LTD. (the "Company," or collectively with its subsidiaries, the "Group") will be held for the purposes described below.

When convening the Meeting, the Company has taken measures for providing information in electronic format (the "measures for electronic provision") and has posted matters subject to the measures for electronic provision as "Notice of the 76th Annual General Meeting of Shareholders" on the following Company website:

The Company website: https://www.sodanikka.co.jp/english/ir/meeting.html

In addition to the website shown above, the Company also has posted this information on the following website:

Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To view the information, please access the website above, input the Company name or securities code, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."

If you are not attending the Meeting, you may exercise your voting rights in writing or via the

internet, so please review the Reference Documents for the General Meeting of Shareholders posted on matters subject to the measures for electronic provision and exercise your voting rights by 5:20 p.m. on Wednesday, June 21, 2023 (Japan time) following the guidance below.

1.	Date and time:	Thursday, June 22, 2023 at 10:00 a.m. Japan time
2.	Venue:	4F, Conference Center, Bellesalle Tokyo Nihonbashi, Tokyo
		Nihonbashi Tower at 2-7-1, Nihonbashi, Chuo-ku, Tokyo, Japan
		* Please note the floor is different from the last year.

3. Purpose of the Meeting:

Matters to be reported: 1. Business report, consolidated financial statements for the 76th

fiscal year (April 1, 2022 to March 31, 2023) and results of audits of the consolidated financial statements by the accounting auditor and the Audit and Supervisory Board

2. Non-consolidated financial statements for the 76th fiscal year (April 1, 2022 to March 31, 2023)

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Matters to be resolved:
Proposal 1:	Election of 7 Members of the Board
Proposal 2:	Election of 1 Audit and Supervisory Board Member
Proposal 3:	Revision of Amount of Remuneration for Members of the Board
Proposal 4:	Determination of Amount and Details of Performance-linked
	Stock Remuneration for Members of the Board

• Effective from the Meeting, in consideration of fairness to those shareholders who are able to attend the Meeting and those who are not, we have decided to discontinue the distribution of souvenirs to those shareholders who attend the Meeting. We would appreciate your understanding in this matter.
• The staff members who will be running the venue on the day of the Meeting will continue to wear masks after thoroughly checking their physical condition, including body temperatures, before responding to you.
• If you are attending the Meeting in person, please hand in the enclosed Voting Rights Exercise Form at the reception desk.
  You can also exercise your voting rights for the General Meeting of Shareholders in writing or via the internet, etc.
  If you exercise your voting rights using both the Voting Rights Exercise Form and the internet, etc., the exercise of your voting rights via the internet, etc. shall prevail regardless of the arrival date of the Voting Rights Exercise Form.
  In addition, if you exercise your voting rights multiple times via the internet, etc., only the last voting right exercised shall be deemed as valid.

[Disclosure on the Company website]

Any revisions to the matters subject to the measures for electronic provision will be posted on the websites stated above.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Election of 7 Members of the Board

The terms of office of all Members of the Board (6 in all) will expire at the conclusion of this Meeting. In order to further strengthen the management structure, the Company proposes to increase the number of Members of the Board by one and to elect 7 Members of the Board.

The candidates of Members of the Board are as follows:

No.

1

Name

Takahiko Nagasu

	Positions, responsibilities at the	Attendance at
	the Board of
	Company and significant concurrent
	Directors
	positions
	meetings

			Chairman
			Chairman of Member of the Board	100%
	Reappointment
		(Part-time), Notsu Zensuke Shoten,	(15/15 times)
			Co., Ltd.

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3

4

5

6

7

Ryuji Mezaki

Yasuyuki Matsuo

Jun Ikeda

Yuji Furukawa

Yoshihiro Nishiyama

Mariko Matsumura

										President and Chief Executive Officer	100%
		Reappointment
					(11/11 times)
										Senior Managing Executive Officer
								Division Manager, Corporate Planning	-
	New appointment
										Division and responsible for
										Corporate Unit
										Outside Member of the Board
		Reappointment			100%
										Outside Director, Nishimatsu
				Outside
							(15/15 times)
										Construction Co., Ltd.
			Independent
										Outside Member of the Board
										Chairman, The Resona Foundation
		Reappointment
				For Small And Medium Enterprise	100%
				Outside
						Promotion	(15/15 times)
			Independent
					Outside Director, WATANABE SATO
										CO., LTD.
	New appointment	Corporate Adviser, TOHO TITANIUM	-
				Outside		CO., LTD.
			Independent
										Partner, Shinwa Sogo Law Offices
	New appointment		Outside Statutory Auditor, Fund
						Creation Group Co., Ltd.	-
				Outside
					Outside Member of the Board, Meiji
			Independent
										Holdings Co., Ltd.

The Board of Directors of the Company shall elect candidates of Members of the Board after consulting with the Nomination and Remuneration Committee. In consideration of personalities and insights possessed by each individual from among a broad range of diverse human resources, the Board elects those who are deemed capable of fulfilling the roles and responsibilities of Members of the Board as qualified candidates. Candidates of Outside Members of the Board shall satisfy the requirements for independent directors as stipulated by the Companies Act and Tokyo Stock Exchange, Inc. In addition, the Company emphasizes their deep insight and abundant experience necessary for supervising over and providing advice to the Company's management in a candid, active and constructive manner. They are also required to be judged as involving no risk of conflict of interest with general shareholders.

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		Name		Career summary, positions, responsibilities and		Number of
No.				shares of the
	(Date of birth)			significant concurrent positions
					Company held
						April 1982	Joined the Company
						April 2005	General Manager, Chemical Materials
							Department I
						June 2010	Member of the Board and Operating Officer,
							Deputy Director, Chemical Materials Sales
							Division
						April 2011	Member of the Board and Operating Officer,
							Deputy Director, Corporate Planning Division
						April 2012	Member of the Board and Operating Officer,
		Reappointment					Deputy Director, Corporate Planning Division
	Takahiko Nagasu			and General Manager, Overseas Group,
			Business Strategy Unit
	(December 22, 1957)		May 2012	President		127,700
	Attendance at the Board		April 2018	President
	of Directors meetings in			Supervisor of Overseas Business and General
			Manager, Overseas Division
	the fiscal year under
1		June 2021	President and Chief Executive Officer
	review
			May 2022	Chairman of Member of the Board (part-time),
	100%
	(15/15)				April 2023	Notsu Zensuke Shoten, Co., Ltd. (to present)
	Term of office as		Chairman, the Company (to present)
		June 2023	Chairman of Member of the Board (part-time),
	Member of the Board			NIHON HOWSOW Co., Ltd. (to be appointed)
	(at the conclusion of		Significant concurrent positions
		this Meeting)		Chairman of Member of the Board (part-time),
		13 years		Notsu Zensuke Shoten, Co., Ltd.

Reasons for candidacy as Member of the Board

Takahiko Nagasu has abundant experience and achievements in a wide range of fields including the chemical materials business, overseas business, corporate planning and business strategies. He has the personality and insight fit for a manager of the Company and has fulfilled his responsibilities as President since May 2012 and as Chairman since April 2023. The Company has decided to renominate him as a candidate for Member of the Board based on the judgment that he would be able to utilize his experience and insight to appropriately supervise the management of the entire Group and contribute to sustainable growth and increased corporate value.

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		Name		Career summary, positions, responsibilities and		Number of
No.				shares of the
	(Date of birth)			significant concurrent positions
					Company held
					April 1987	Joined the Company
					April 2011	General Manager, Paper Pulp Sales Department
					April 2016	Branch Manager, Osaka Sales Office
					April 2019	Operating Officer, General Manager, Corporate
						Planning Office and in charge of IR
					April 2020	Operating Officer, General Manager, Corporate
						Planning Division , General Supervisor of Go
						forward Project and in charge of promoting the
						Medium-term Management Plan
		Reappointment
				April 2021	Senior Managing Officer
		Ryuji Mezaki			Director, Corporate Planning Division, General
				Supervisor of Go forward Project and in charge
		(July 8, 1963)				18,657
				of promoting the Medium-term Management
	Attendance at the Board			Plan Go forward Stage 2
	of Directors meetings in		April 2022	Operating Officer
	the fiscal year under			Director, Finance and Accounting Division and
2		review			in charge of formulating the next Medium-term
	100%				Management Plan and promoting Go forward
	(11/11)			June 2022	Member of the Board, Operating Officer
	Term of office as			Director, Finance and Accounting Division and
			in charge of formulating the next Medium-term
	Member of the Board
			Management Plan and promoting Go forward
	(at the conclusion of
		April 2023	President and Chief Executive Officer (to
		this Meeting)			present)
		1 year

Reasons for candidacy as Member of the Board

Ryuji Mezaki has abundant experience and achievements in a wide range of fields including chemical materials business, corporate planning, business strategies and financial policy. He has the personality and insight fit for a manager of the Company, and has fulfilled his responsibilities as President and Chief Executive Officer since April 2023. The Company has decided to renominate him as a candidate for Member of the Board based on the judgment that he would be able to utilize his experience and insight to appropriately supervise the management of the entire group and contribute to sustainable growth and increased corporate value.

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