Nippon Chemi Con : Notice of Convocation of the Extraordinary General Meeting of Shareholders (December 22,2023)

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: 6997

November 30, 2023

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,

We hereby announce an Extraordinary General Meeting of Shareholders of Nippon Chemi-Con Corporation (the "Company"), which will be held as described hereunder.

The Company has adopted the electronic format in convening this General Meeting of Shareholders. The items subject to measures for electronic provision are available online at the "Notice of the Extraordinary General Meeting of Shareholders (December 22, 2023)" on the following website.

The Company's website: https://www.chemi-con.co.jp/company/ir/event/meeting/

In addition to this, the following website also provides the information online. Website of the Tokyo Stock Exchange (Listed Company Search):

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

Access the website above, search by entering the Company name or Code, choose "Basic Information" first and then "Documents for public inspection/PR information" to view the information.

If you are unable to attend the meeting, you may exercise your voting rights by writing or via the Internet. Please review the Reference Materials for General Meeting of Shareholders and exercise your voting rights by 5:30 p.m., December 21, 2023 (Thursday).

Sincerely yours,

Norio Kamiyama, President

NIPPON CHEMI-CON CORPORATION

5-6-4, Osaki, Shinagawa-ku, Tokyo, Japan

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MEETING AGENDA

1. Date and Time:10:00 a.m., December 22 (Friday), 2023 (Reception starts at 9:00 a.m.)
2. Venue:Training Room of the Company (5F), Miyako Gotanda Bldg. East Wing, 5-6-4, Osaki, Shinagawa-ku, Tokyo, Japan
3. Agenda:

Items to be proposed:

Proposal No. 1 Reduction in the Amount of Capital and Capital Reserves (1)

Proposal No. 2 Partial Amendments to the Articles of Incorporation

Proposal No. 3 Offering of Shares (Class A and Class B Shares) Through Third-Party Allotment

Proposal No. 4 Reduction in the Amount of Capital and Capital Reserves (2)

Proposal No. 5 Election of one (1) Director

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4. Instructions for Exercising Voting Rights:

1. To vote in writing, please indicate your approval or disapproval on the enclosed voting form and return the form to the Company by post to reach us by 5:30 p.m. on December 21, 2023 (Thursday).
2. To vote via the Internet, please use the login ID and provisional password that are stated on the voting form on the website for exercising voting rights (https://evote.tr.mufg.jp/ (in Japanese)) and enter your approval or disapproval following the guidance on the screen, by 5:30 p.m. on December 21, 2023 (Thursday).
3. If neither approval nor disapproval of each proposal is indicated on the voting form, we consider you have indicated your approval of the proposal.
4. If you vote both by voting form and via the Internet, we will treat only the vote submitted via the Internet as valid.
5. If you vote more than once via the Internet, we will treat only the most recent vote as valid.

Notes:

1. Attendees are requested to submit the voting form enclosed herewith to the reception desk when attending the meeting.
2. If there are any revisions to the matters subject to measures for electronic provision, the content of these revisions will be posted on the respective websites.

Introduction of the system for providing informational materials for the general meeting of shareholders in electronic format

Following the adoption of the electronic provision system under the amended Company Act, we decided to deliver information materials for the general meeting of shareholders in electronic format. As for this general meeting of shareholders, we are sending a paper copy of the materials to all the shareholders as we had done, regardless of whether they have made a request for delivery of such documents.

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Reference Materials for General Meeting of Shareholders

Proposal and Reference Materials

Proposal No. 1: Reduction in the Amount of Capital and Capital Reserves (1)

The Company will reduce the amount of its capital and capital reserves in order to establish a system to enable early resumption of dividends.

1. Details of the reduction in the amount of capital and capital reserves

Pursuant to the provisions of Article 447, Paragraph 1 and Article 448, Paragraph 1 of the Companies Act, the amount of capital and capital reserves will be reduced, and the respective amounts reduced transferred to other capital surplus.

1. Reduction in the amount of capital ¥20,060,622,122
2. Item and amount of reserves to be reduced

Capital reserves

¥13,534,621,695

(iii) Item and amount of surplus to be increased

Other capital surplus

¥33,595,243,817

2. Date on which the reduction in the amount of capital and capital reserves becomes effective December 22, 2023

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Proposal No. 2: Partial Amendments to the Articles of Incorporation

1. Reason for proposal
   To enable the issuance of Class A and Class B shares, the Company will add Class A and Class B shares as new classes of shares and will establish new provisions concerning Class A and Class B shares. The Company will also increase the total number of authorized shares and the total number of authorized class shares of common shares in preparation for the issuance of common shares upon exercise of the right to request acquisition for Class A and Class B shares with common shares as consideration. Please refer to Proposal No. 3 for the reasons for the issuance of Class A and Class B shares.
   These partial amendments to the Articles of Incorporation are subject to the approval and resolution of Proposals No. 1 and Nos. 3 to 5 as originally proposed.
2. Details of amendments
   Details of amendments are as follows:

			(Underlined parts are amended.)
Current Articles of Incorporation		Articles of Incorporation after amendments
Chapter II. Stocks			Chapter II. Stocks
(Total Number of Authorized Shares)	(Total Number of Authorized Shares)
Article 5	Article 5
The total number of authorized shares of the		The total number of authorized shares of the
Company shall be 39,613,200shares.		Company shall be 55,000,000shares, and the total
		number of authorized shares of the Company in each
		Class, respectively, shall be as follows.
		Common shares	55,000,000 shares
		Class A shares	10,000 shares
		Class B shares	5,000 shares
(Newly established)	(Class A Shares)
	Article 5-2
	1. The details of Class A shares issued by the
		Company shall be specified from the following
		paragraph to paragraph 10.

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Current Articles of Incorporation

Articles of Incorporation after amendments

2. Dividends of surplus

1. Class A preferred dividends

When the Company decides to distribute dividends of surplus with a record date that falls within a certain fiscal year, it shall distribute dividends of surplus as money at the amount set forth in the following item per Class A share to shareholders holding Class A shares (hereinafter in this Article referred to as "Class A shareholders") or registered pledgees of Class A shares (hereinafter in this Article referred to collectively with Class A shareholders as "Class A shareholders, etc.") entered or recorded in the final shareholder register on the record date for the distribution of such dividends of surplus (hereinafter in this Article referred to as the "dividend record date"), in accordance with the payment order set forth in paragraph 10, item (1) of this Article (the amount paid per Class A share as a result of such dividends shall be hereinafter in this Article referred to as "Class A preferred dividends"). In addition, if a fraction of less than ¥1 occurs in the amount obtained by multiplying the Class A preferred dividends by the number of Class A shares held by each Class A shareholder, etc., such fractional amounts shall be rounded down.

(2) Amount of Class A preferred dividends To find the amount of the Class A preferred dividends, if the dividend record date falls in a fiscal year ending on or before March 31, 2026, an amount calculated by multiplying ¥1,000,000 (hereinafter in this Article referred to as the "amount equivalent to the amount paid") by 5.5%, if the dividend record date falls in a fiscal year beginning on or after April 1, 2026, an amount

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Current Articles of Incorporation	Articles of Incorporation after amendments
	calculated by multiplying the amount equivalent to
	the amount paid by 7.5%, shall be paid for the
	actual number of days from the first day of the
	fiscal year in which the relevant dividend record
	date falls (however, if the relevant dividend record
	date belongs to the fiscal year ending on March 31,
	2024, this shall be the date of issuance of Class A
	shares) (including that day) to the relevant
	dividend record date (including that day),
	calculated on a pro-rata daily basis, assuming that
	one year is 365 days (or, if the relevant fiscal year
	includes a leap day, 366 days). (This pro-rata
	division shall be performed at the end, calculated
	to the second decimal place, then rounded off to
	the first decimal place.) However, if surplus is
	distributed to Class A shareholders, etc. on a record
	date during the fiscal year that includes the relevant
	dividend record date but prior to the relevant
	dividend record date, the amount of Class A
	preferred dividends for the relevant dividend
	record date shall be the amount after deducting the
	total amount of each Class A preferred dividend
	paid.
	(3) Non-participation clause
	The Company will not pay dividends of surplus to
	Class A shareholders, etc. in excess of the amount
	of Class A preferred dividends and the amount
	equivalent to Class A cumulative unpaid dividends
	(as set forth in the following item). However, this
	shall not apply to dividends of surplus due to
	absorption-type split procedures conducted by the
	Company provided for in Article 758, item 8(b) or
	Article 760, item 7(b) of the Companies Act or
	dividends of surplus due to incorporation-type split
	procedures conducted by the Company provided

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Current Articles of Incorporation	Articles of Incorporation after amendments
	for in Article 763, paragraph 1, item 12(b) or
	Article 765, paragraph 1, item 8(b) of the
	Companies Act.
	(4) Cumulative clause
	If the total amount of dividends of surplus per
	share paid to Class A shareholders, etc. on the
	dividend record date for a certain fiscal year
	(excluding dividends in the amount equivalent to
	Class A cumulative unpaid dividends (defined
	below) accumulated pursuant to this item with
	respect to Class A preferred dividends for each
	fiscal year prior to the relevant fiscal year) does not
	reach the amount of Class A preferred dividends
	for that fiscal year (calculated in accordance with
	item (2) of this paragraph, assuming that dividends
	of surplus with a record date of the last day of the
	relevant fiscal year are to be paid. However, such
	calculation shall be made assuming that the
	provisions of the proviso to item (2) of this
	paragraph do not apply), the amount of the
	shortfall shall be accumulated for the fiscal year
	following that fiscal year (hereinafter in this item
	referred to as the "deficient fiscal year") and
	thereafter. In this case, the cumulative amount shall
	be calculated by adding, for the period from the
	day following the Ordinary General Meeting of
	Shareholders for the deficient fiscal year (including
	that day) until the day on which the cumulative
	amount is distributed to Class A shareholders, etc.
	(including that day), the amount calculated using
	compound interest on an annual basis at an interest
	rate of 5.5% if that fiscal year is a fiscal year
	ending on or before March 31, 2026, or 7.5% if
	that fiscal year is a fiscal year ending on or after
	April 1, 2026. However, the first year of such

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Current Articles of Incorporation	Articles of Incorporation after amendments
	calculation shall be from the day following the
	Ordinary General Meeting of Shareholders for the
	deficient fiscal year (including that day) to the last
	day of the fiscal year following the deficient fiscal
	year (including that day). This shall be calculated
	on a pro-rata daily basis, assuming that one year is
	365 days (or, if the relevant fiscal year includes a
	leap day, 366 days), with the relevant division to be
	performed at the end, calculated to the second
	decimal place, then rounded off to the first decimal
	place. The amount accumulated pursuant to this
	item (hereinafter in this Article referred to as the
	"amount equivalent to Class A cumulative unpaid
	dividends") shall be distributed to Class A
	shareholders, etc. in accordance with the payment
	order set forth in paragraph 10, item (1) of this
	Article. In addition, if a fraction of less than ¥1
	occurs in the amount obtained by multiplying the
	amount equivalent to Class A cumulative unpaid
	dividends for which such dividends are to be paid
	by the number of Class A shares held by each Class
	A shareholder, etc., such fractional amounts shall
	be rounded down.
	3. Distribution of residual assets
	(1) Distribution of residual assets
	When distributing residual assets, the Company
	shall pay to Class A shareholders, etc., in
	accordance with the payment order set forth in
	paragraph 10, item (2) of this Article, the amount
	equivalent to the amount paid plus the amount
	equivalent to Class A cumulative unpaid dividends
	and the daily prorated unpaid preferred dividend
	amount set forth in item (3) of this paragraph
	(hereinafter in this Article referred to as the
	"amount of Class A residual assets distributed") for

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Current Articles of Incorporation	Articles of Incorporation after amendments
	each Class A share. However, in this item, if the
	day of distribution of residual assets (hereinafter in
	this Article referred to as the "distribution date")
	falls within the period from the day following the
	dividend record date (including that day) to the
	point when the dividends of surplus based on the
	dividend record date is made, the dividends of
	surplus based on the dividend record date will not
	be considered to have occurred when calculating
	the amount equivalent to Class A cumulative
	unpaid dividends. In addition, if a fraction of less
	than ¥1 occurs in the amount obtained by
	multiplying the amount of Class A residual assets
	distributed by the number of Class A shares held by
	each Class A shareholder, etc., such fractional
	amounts shall be rounded down.
	(2) Non-participation clause
	Other than the previous item, no distribution of
	residual assets will be made to Class A
	shareholders, etc.
	(3) Daily prorated unpaid preferred dividend amount
	The daily prorated unpaid preferred dividend
	amount per Class A share shall be the amount
	equivalent to the Class A preferred dividends
	calculated in accordance with item (2) of the
	preceding paragraph, assuming that Class A
	preferred dividends are paid in the fiscal year to
	which the distribution date belongs, with the
	distribution date as the dividend record date.
	(Hereinafter in this Article, the daily prorated
	unpaid preferred dividend amount per Class A
	share shall be referred to as the "daily prorated
	unpaid preferred dividend amount.")

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