September 4, 2017
To whom it may concern:
Company name:OSAKA SODA CO, LTD.

Securities code:

4046 First Section, Tokyo Stock Exchange

Representative:

Kenshi Terada
Representative Director, Chief Operating Officer

For inquiry:

Takuya Kajino
General Manager, Administration Division
Tel: +81-(0)6-6110-1560

Issuance of the 6th Series Unsecured Convertible Bond-type Bonds
with Stock Acquisition Rights
OSAKA SODA CO., LTD. (the “Company”) today resolved at a meeting of its Board of Directors,
which has held on September 4, 2017, to issue the 6th Series Unsecured Convertible Bond-typeBonds with Stock Acquisition Rights (“Bonds”). The public offering is made on condition that thepayment amount of Bond (¥100 per each ¥100 of each Bond) is different from the issuing price(¥100 per each ¥102.5 of each Bond).
The Company and its subsidiaries (“OSAKA SODA GROUP”) was founded in 1915 and set a pathfor domestic production of caustic soda through unique electrolysis technology. Since then, we
further developed our technologies to organic chemicals encompassing Allyl Chloride (AC) andEpichlorohydrin (EP), and moved into functional chemical products such as specialized synthetic
resins and synthetic rubber using these propylene derivatives as main raw materials. Our functional
chemical products deliver outstanding performance in physical properties such as electricalinsulation, semi-conductivity, heat resistance, oil resistance, and water resistance. These havebeen used in many areas such as electrical parts, automobile parts and have been acquired No.1
shares in markets in Japan and overseas.
In 2015, as we marked the 100th anniversary of our foundation. From here on out, we set “To realize
an affluent society by developing innovative products through our aspiration for high standards” asthe new mission statement for OSAKA SODA GROUP. Under our in-progress “NEXT FRONTIER100” medium-term management plan (FY2014 – FY2015), we aim for strengthening profitability
and implementing business strategy. We have positioned “new products and new business creation”
along with the “overseas business expansion” as the engines of the plan. We are now working toNote: This press release is intended as general information regarding the Company’s issuance of the 6th Series Unsecured
Convertible Bond-type Bonds with Stock Acquisition Rights. Investors should carefully review a prospectus andsupplements or amendments thereto (if any) prepared by the Company and undertake any investment decision at theirown judgement and responsibility.

nurture our healthcare-related business, as a third pillar of profit, and are strategically conducting
active investment and funding , strengthening our core business.
Toward the achievement of our OSAKA SODA GROUP vision through business development andcost competitiveness, we are making efforts to increase profitability by continuing strategic
investment and ensuring financial stability.
According to the above policies, the Company resolved that the issuance of Bonds is the mostappropriate to avoid dilution by setting conversion price more than fair value as well as minimizing
interest cost in order to secure the funds necessary for planned capital expenditure program.
In “NEXT FRONTIER-100”, the Company aims for enhancing corporate value through improvementof capital efficiency in addition to strengthen our profitability. According to this plan, a part of theproceeds from the issuance of Bonds is to be used for acquisition of treasury stock.
With regard to acquisition of treasury stock, the Company studied other financing methods including
use of cash but finally concluded that the issuance of Bonds is the most appropriate to executebusiness strategy in a timely manner as well as minimization of interest cost.
A part of the proceeds from issuing Bonds is used for partly acquiring treasury stock. As a result,
the Company expects to improve capital efficiency and make investment for future growth. TheCompany expects to achieve improvement of capital efficiency reflecting growth of earnings even
if the price of Company’s stocks rises near future and Bonds will be converted into common stocks.
The Company pays attention to the interest of existing shareholders in this acquisition of treasurystock. The bondholders are granted a right to request the early redemption for Bonds. This is toincrease value of Bonds, enables to set the higher conversion price, and is possible to control
conversion into common stocks after issuance of Bonds.
In order to enhance shareholder returns and improve capital efficiency, the Company resolved to
set the limit for acquisition of treasury stock during the acquisition period from October 2, 2017 to
September 28, 2017 that the total amount of acquisition is up to ¥50,000,000 as well as theresolution of Bonds issuance.
It is possible that the acquisition price of treasury stock does not reach the expected price due tomarket conditions. In this case, a part of the proceeds from acquisition of treasury stock will be
used for capital expenditures.

Note: This press release is intended as general information regarding the Company’s issuance of the 6th Series Unsecured
Convertible Bond-type Bonds with Stock Acquisition Rights. Investors should carefully review a prospectus andsupplements or amendments thereto (if any) prepared by the Company and undertake any investment decision at theirown judgement and responsibility.

1. Name of Bonds

The 6th Series Unsecured Convertible Bond-type Bonds withStock Acquisition Rights of OSAKA SODA CO., LTD.

2. Face value¥10,000,000,000

3. Amount of each bond

¥1,000,000

4. Coupon rates

Zero

5. Payment amount¥100 per each ¥100 of each Bond

6. Issue price¥100 per each ¥102.5 of each Bond

7. Redemption price¥100 per each ¥100 of each Bond

8. Redemption date

September 16, 2022

9. Early redemption request

Bondholders have the right to request early redemption duringfrom August 4, 2020 to August 18, 2020. In the event thatseveral bondholders exercise their right of early redemption, theCompany shall redeem Bonds at a rate of ¥100 per each ¥100of each Bond on September 18, 2020.

10. Early redemption due toreorganization

In the event that the Company engages in reorganization
procedures, the Company shall make public notice before 30
days prior to the date of redemption and redeem all of theremaining Bonds with the amount of which is based on market
value of Bonds at the date of redemption.

11. Early redemption due todelisting

In the event that there is a tender offer for the shares of theCompany’s common stock, the Company shall make public
notice within 15 days from acquisition date of the Company’scommon stock in the tender offer and redeem all of theremaining Bonds with the amount of which is calculated using
the same method as reorganization redemption.

12. Type of shares subject toShares of the Company’s common stock

the stock acquisition rights
13. Conversion price

The conversion price will be the amount that the closing price ofordinary transactions of the Company’s common stock on TokyoStock Exchange Inc. on a day between September 11, 2017 andSeptember 13, 2017 (the “Conversion Pricing Date”) multiply bya value determined within a range from 125% to 130% on thesame day.

14. Stated capital and capitalreserve

The amount of stated capital to be increased upon exercise ofstock acquisition rights shall be half of the maximum amount of
the stated capital increased, as calculated in accordance with
Article 17 of the Corporate Accounting Rules with any fraction

Note: This press release is intended as general information regarding the Company’s issuance of the 6th Series Unsecured
Convertible Bond-type Bonds with Stock Acquisition Rights. Investors should carefully review a prospectus andsupplements or amendments thereto (if any) prepared by the Company and undertake any investment decision at theirown judgement and responsibility.

less than on yen resulting from such calculation being rounded
up to the nearest on yen. The amount of additional paid-in
capital to be increased shall be the amount obtained bysubtracting the relevant amount of stated capital to be increase
from the relevant maximum amount of the stated capitalincrease.
15. Payment date (allotmentThe payment date shall be a day during the period fromdate of stock acquisition

Tuesday, September 19, 2017 to Thursday, September 21,rights)

2017, that is the fifth day immediately following the Conversion
Pricing Date.

Note: This press release is intended as general information regarding the Company’s issuance of the 6th Series Unsecured
Convertible Bond-type Bonds with Stock Acquisition Rights. Investors should carefully review a prospectus andsupplements or amendments thereto (if any) prepared by the Company and undertake any investment decision at theirown judgement and responsibility.