SUMITOMO CHEMICAL COMPANY, LIMITED
Notice of the 142nd Ordinary General Meeting of Shareholders
THIS DOCUMENT IS A SUMMARY OF A NOTICE AND THE ATTACHMENTS THERETO,
THE ORIGINALS OF WHICH ARE IN THE JAPANESE LANGUAGE. THIS DOCUMENT IS
MADE ONLY FOR THE REFERENCE PURPOSES OF SHAREHOLDERS WHO LIVE IN
COUNTRIES OUTSIDE OF JAPAN AND DOES NOT CONSTITUTE A FORMAL
TRANSLATION OF THE ORIGINAL NOTICE AND THE ATTACHMENTS.

IN THISSUMMARY, CERTAIN INFORMATION IS INTENTIONALLY OMITTED. THE ORIGINALSCONTAIN MORE INFORMATION, SUCH AS THE REPORTS OF THE ACCOUNTING
AUDITORS AND THE BOARD OF CORPORATE AUDITORS, ETC., WHILE SOMESUPPLEMENTAL

INFORMATIONNOTCONTAINEDIN

THE

ORIGINALSIS

ADDITIONALLY GIVEN IN THIS SUMMARY AS FOOTNOTES WITH ASTERISKS.

To Our Shareholders:
Please take notice that Sumitomo Chemical Company, Limited (the “Company”) has called
an Ordinary General Meeting of Shareholders to be held in Tokyo, Japan on June 21, 2023 (the“Meeting”) for the following purposes.
In convening this year’s Ordinary General Meeting of Shareholders, the Company hastaken electronic provision measures for the information contained in the reference materials for
the Ordinary General Meeting of Shareholders, etc. (“matters subject to electronic provision
measures”) and posted the information on the Company’s website.
■ Company website:
https://www.sumitomo-chem.co.jp/english/ir/stocks/meeting/In addition, the matters subject to electronic provision measures have been posted on theTokyo Stock Exchange’s website. Please access the below website, enter the Company’s name or
securities code (4005) to run a search, and select “Basic information” and then “Documents for
public inspection/PR information” to view the information.
■ Tokyo Stock Exchange website (“Listed Company Search”):
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

MATTERS TO BE REPORTED:
No. 1.

Reports on the Company’s business report, consolidated financial statements, and theresults of both the Accounting Auditor’s and the Board of Corporate Auditors’ auditsof the Company’s consolidated financial statements for the 142nd fiscal period (from
April 1, 2022, to March 31, 2023) (the “142nd fiscal period”).

No. 2.

Reports on the Company’s non-consolidated financial statements for the 142nd fiscal
period.

MATTERS TO BE RESOLVED:
No. 1.

To elect twelve Directors.

No. 2.

To elect three Corporate Auditors.

2 / 57

EXPLANATION OF THE SUBJECT MATTERS OF THE MEETING
No. 1.

Reports on the Company’s business report, consolidated financial statements, and theresults of both the Accounting Auditor’s and the Board of Corporate Auditors’ auditsof the Company’s consolidated financial statements for the 142nd fiscal period.

No. 2.

Reports on the Company’s non-consolidated financial statements for the 142nd fiscal
period.

* The financial statements for the 142nd fiscal period have been audited by the Accounting Auditors(certified public accountants under Japanese law) and the Corporate Auditors of the Company pursuant
to the Companies Act (kaishahou) (Law No. 86 of 2005).

3 / 57

No. 1. To elect twelve Directors.
The term of office of all twelve Directors will expire at the close of this Meeting. Accordingly,
the election of twelve Directors (including four Outside Directors) is proposed.
The candidates for Directors are as follows:
CandidateCurrent Principal Occupation and Responsibility at
the Company

Name

No.

1

Masakazu Tokura (Male)(Reappointment)

2

Keiichi Iwata(Male)(Reappointment)

3

Masaki Matsui(Male)(Reappointment)

4

Nobuaki Mito

(Male)(Reappointment)

5

Hiroshi Ueda

(Male)(Reappointment)

6

Hiroshi Niinuma(Male)(Reappointment)

7

Motoyuki Sakai(Male)(New
appointment)

8

Seiji Takeuchi(Male)(New
appointment)

Representative
Director, Chairman

Attendance at
the Board of
Directors
meetings
16 out of 16
meetings(100%)
16 out of 16
meetings(100%)

Representative
Director, President &Executive President
Supervision of IT-related
Representative
16 out of 16
Chemicals Sector
Director &meetings
Senior Managing(100%)
Executive Officer
Supervision of Health &Representative
16 out of 16
Crop Sciences Sector
Director &meetings
Senior Managing(100%)
Executive Officer
Supervision of Research
Planning and Coordination,
Digital and Data Science
Innovation, Process &Production Technology &Safety Planning, Production& Safety Fundamental
Technology Center,16 out of 16
Director &Engineering, Intellectual
meetings
Executive Vice
Property, Responsible Care,(100%)
President
Industrial Technology &Research Laboratory,
Environmental Health
Science Laboratory,
Advanced Materials
Development Laboratory,
Bioscience ResearchLaboratory
Supervision of General
16 out of 16
Director &Affairs, External Relations,
meetings
Executive Vice
Legal, Human Resources,(100%)
President
Osaka Office Administration
Senior Managing
Supervision of Energy &—Executive Officer
Functional Materials Sector
Supervision of Essential
Chemicals & Plastics Sector,
Senior Managing—
Business Development for a
Executive Officer
Circular System for Plastics

4 / 57

Candidate

Name

No.

9

Hiroshi Tomono(Male)

10

Motoshige Itoh

(Male)

11

Atsuko Muraki(Female)12

Akira Ichikawa(Male)(Reappointment,
Outside Director,
Independent
Officer)(Reappointment,
Outside Director,
Independent
Officer)(Reappointment,
Outside Director,
Independent
Officer)(Reappointment,
Outside Director,
Independent
Officer)Current Principal Occupation and Responsibility at
the Company

Attendance at
the Board of
Directors
meetings

Director

16 out of 16
meetings(100%)

Director

16 out of 16
meetings(100%)

Director

16 out of 16
meetings(100%)

Director

13 out of 13
meetings(100%)

5 / 57

Candidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

1

Masakazu Tokura(Reappointment)

April 1974
June 2003
June 2006
June 2008

Joined the Company
Executive Officer
Managing Executive Officer
Representative Director &Managing Executive Officer
April 2009 Representative Director &Senior Managing Executive Officer
April 2011 Representative Director, President &Executive President
April 2019 Representative Director, Chairman
up to the present date

Birth Date
The Numberof Shares
Owned in the
Company
July 10, 1950
330,865
SharesImportant Concurrent Post
Chairman of KEIDANREN (Japan Business Federation)[Reason for selection as a Director nominee, etc.]
Masakazu Tokura served as a Director & Executive President for eight
years from April 2011 to March 2019, contributing to theimprovement of corporate value of the Company. He has been
focusing on the operations of the Board of Directors of the Company
as a Director, Chairman since April 2019. He was continuously
selected as a Director nominee since he has extensive businessexperience and advanced knowledge of the overall management of theCompany, as described above.

2

Keiichi Iwata(Reappointment)

April 1982
April 2010
April 2013
April 2018
June 2018

Joined the Company
Executive Officer
Managing Executive Officer
Senior Managing Executive Officer
Representative Director &Senior Managing Executive Officer
April 2019 Representative Director, President &Executive President
up to the present date
[Reason for selection as a Director nominee, etc.]
Since joining the Company, Keiichi Iwata has mainly engaged inbusiness planning in the Fine Chemicals Sector and the IT-related
Chemicals Sector and has worked abroad in Belgium. After his
appointment as an Executive Officer, he experienced planning andadministration as well as sales management and was in charge of theEnergy & Functional Materials Sector as a Director & Senior
Managing Executive Officer in 2018. He was appointed as a Director& Executive President in April 2019, and has formulated and been
implementing the current Corporate Business Plan. He wascontinuously selected as a Director nominee since he has extensive
business experience and advanced knowledge of the overall businessof the Company, as described above.

6 / 57

October 11,
1957
235,065
SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

3

Masaki Matsui(Reappointment)

4

Nobuaki Mito
(Reappointment)

April 1985
April 2013
April 2017
June 2019

Joined the Company
Executive Officer
Managing Executive Officer
Representative Director &Managing Executive Officer
April 2021 Representative Director &Senior Managing Executive Officer
up to the present date

Birth Date
The Numberof Shares
Owned in the
Company
August 3,
1960
108,898
SharesCurrent Responsibility at the Company
Supervision of IT-related Chemicals Sector[Reason for selection as a Director nominee, etc.]
Since joining the Company, Masaki Matsui has mainly engaged inbusiness planning and sales/marketing in the Fine Chemicals Sector
and the IT-related Chemicals Sector. When he was responsible forbusiness planning for optical products, he contributed to significantly
expanding the business not only in Japan but also in South Korea,
Taiwan, and China. He is currently in charge of the IT-related
Chemicals Sector as a Director & Senior Managing Executive Officer.
He was continuously selected as a Director nominee since he has
extensive business experience and advanced knowledge of the overallbusiness of the Company, as described above.
April 1985
April 2014
April 2015
April 2018
June 2020

Joined the Company
Associate Officer
Executive Officer
Managing Executive Officer
Representative Director &Managing Executive Officer
April 2021 Representative Director &Senior Managing Executive Officer
up to the present dateCurrent Responsibility at the Company
Supervision of Health & Crop Sciences Sector
Important Concurrent Post
Chairman of Valent U.S.A. LLC
Chairman of Valent BioSciences LLC[Reason for selection as a Director nominee, etc.]
Since joining the Company, Nobuaki Mito has mainly engaged inresearch and development in the Health & Crop Sciences Sector andexperienced being dispatched to University of California, Davis in the
United States. After his appointment as an Executive Officer, he was
responsible for the pharmaceutical business and other areas in the
Corporate Business Development Dept., working on the developmentof next-generation businesses. He is currently in charge of the Health& Crop Sciences Sector as a Director & Senior Managing Executive
Officer. He was continuously selected as a Director nominee since hehas extensive business experience and advanced knowledge of theoverall business of the Company, as described above.

7 / 57

August 4,
1960
89,177
SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

5

Hiroshi Ueda
(Reappointment)

April 1982
June 2008
April 2009
April 2011
April 2016
June 2016

Joined the Company
Associate Officer
Executive Officer
Managing Executive Officer
Senior Managing Executive Officer
Representative Director &Senior Managing Executive Officer
June 2018 Director & Senior Managing Executive Officer
April 2019 Director & Executive Vice President
up to the present dateCurrent Responsibility at the Company
Supervision of Research Planning and Coordination, Digitaland Data Science Innovation, Process & Production Technology& Safety Planning, Production & Safety Fundamental
Technology Center, Engineering, Intellectual Property,
Responsible Care, Industrial Technology & ResearchLaboratory, Environmental Health Science Laboratory,
Advanced Materials Development Laboratory, Bioscience
Research Laboratory[Reason for selection as a Director nominee, etc.]
Since joining the Company, Hiroshi Ueda has mainly engaged in
manufacturing and industrial research. In addition to them, he was
responsible for business development, business planning, andsafety/environment/hygiene-related operations at each plant after his
appointment as an Executive Officer. He was in charge of the Energy& Functional Materials Sector as a Director & Senior Managing
Executive Officer since 2016 and is currently in charge of Research
Planning and Coordination, Digital and Data Science Innovation,
Process & Production Technology & Safety Planning, Engineering,Responsible Care, and corporate research facilities as a Director &Executive Vice President. He was continuously selected as a Director
nominee since he has extensive business experience and advanced
knowledge of the overall business of the Company, as describedabove.

8 / 57Birth Date
The Numberof Shares
Owned in the
Company
August 5,
1956
169,144
SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

6

Hiroshi Niinuma

April 1981 Joined the Company
April 2010 Executive Officer
April 2013 Managing Executive Officer
April 2018 Senior Managing Executive Officer
June 2018 Director & Senior Managing Executive Officer
April 2022 Director & Executive Vice President
up to the present dateCurrent Responsibility at the Company
Supervision of General Affairs, External Relations, Legal,
Human Resources, Osaka Office Administration(Reappointment)[Reason for selection as a Director nominee, etc.]
Since joining the Company, Hiroshi Niinuma has mainly engaged in
the operations such as general affairs and human resources. In addition
to them, he was responsible for a wide range of administrative
departments such as Legal, CSR, Internal Control and Audit,
Corporate Communications, Procurement and Logistics, and worked
on ensuring compliance, developing and improving a corporate
governance structure after his appointment as an Executive Officer.
He is currently in charge of General Affairs, External Relations,
Legal, Human Resources, and Osaka Office Administration as a
Director & Executive Vice President. He was continuously selected
as a Director nominee since he has extensive business experience andadvanced knowledge of the overall business of the Company, as
described above.

9 / 57Birth Date
The Numberof Shares
Owned in the
Company
March 5,
1958
132,244
SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

7

April 1985
Joined the Company
April 2014
Executive Officer
April 2018
Managing Executive Officer
April 2023
Senior Managing Executive Officer
up to the present dateCurrent Responsibility at the Company
Supervision of Energy & Functional Materials Sector

Motoyuki Sakai

Important Concurrent Post
Director of Koei Chemical Co., Ltd.

(New appointment)[Reason for selection as a Director nominee, etc.]
Since joining the Company, Motoyuki Sakai has engaged inaccounting operations, and during that time he also experienced being
dispatched to NC State University in the United States. After
successively serving as General Manager of accounting and General
Manager of corporate planning, he was appointed as an Executive
Officer. He subsequently compiled the Corporate Business Plan as theofficer in charge of corporate planning, devised and implemented acomprehensive strategy in the Planning & Coordination Office,Energy & Functional Materials Sector as the officer in charge of the
Sector, and experienced company management as President of
Sumitomo Chemical Asia Pte Ltd from 2018. He also has sales
experience as the officer in charge of divisions in the Energy &Functional Materials Sector. He was selected as a Director nominee
since he has extensive business experience and advanced knowledgeof the overall business of the Company, as described above.

10 / 57

Birth Date
The Numberof Shares
Owned in the
Company
August 14,
1961
51,456 Shares

Candidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

8

Seiji Takeuchi(New appointment)

April 1986
Joined the Company
April 2015
Associate Officer
April 2016
Executive Officer
April 2020
Managing Executive Officer
April 2023
Senior Managing Executive Officer
up to the present dateCurrent Responsibility at the Company
Supervision of Essential Chemicals & Plastics Sector, Business
Development for a Circular System for Plastics
Important Concurrent Post
Director of Rabigh Refining and Petrochemical Company
Representative Director and President of Japan-Singapore
Petrochemicals Co., Ltd.
[Reason for selection as a Director nominee, etc.]
Since joining the Company, Seiji Takeuchi has mainly engaged in theoperations of manufacturing and production technology and has also
worked in the United States and Saudi Arabia. After his appointment
as an Executive Officer in 2016, he was sent to Saudi Arabia again tooperate Rabigh Refining and Petrochemical Company, where hefocused on carrying out safe and stable operations as the local plant
manager. Since returning to Japan, he has worked as the officer incharge of the Planning & Coordination Office and divisions in the
Petrochemicals & Plastics Sector (currently the Essential Chemicals& Plastics Sector), gaining experience in planning, administration,and sales. He was selected as a Director nominee since he has
extensive business experience and advanced knowledge of the overallbusiness of the Company, as described above.

11 / 57

Birth Date
The Numberof Shares
Owned in the
Company
March 29,
1962
42,556 Shares

Candidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

April 1971

Joined Sumitomo Metal Industries, Ltd.
(Currently NIPPON STEEL CORPORATION)
June 1998
Director of Sumitomo Metal Industries, Ltd.
June 1999
Managing Executive Officer of Sumitomo Metal
Industries, Ltd.
April 2003
Senior Managing Executive Officer of
Sumitomo Metal Industries, Ltd.
June 2003
Director & Senior Managing Executive Officer
of Sumitomo Metal Industries, Ltd.
Hiroshi Tomono
April 2005
Representative Director & Vice President of
Sumitomo Metal Industries, Ltd.
(Reappointment,
June 2005
Representative Director & President of
Outside Director,
Sumitomo Metal Industries, Ltd.
Independent Officer) October 2012
Representative Director & President & COO of
Nippon Steel & Sumitomo Metal Corporation(Currently NIPPON STEEL CORPORATION)
April 2014
Representative Director & Vice Chairman of
Nippon Steel & Sumitomo Metal Corporation
April 2015
Director & Adviser of Nippon Steel &Sumitomo Metal Corporation
June 2015
Adviser of Nippon Steel & Sumitomo Metal
Corporation
June 2015
Outside Director of the Company
up to the present dateJune 2020
Senior Adviser of NIPPON STEELCORPORATION
up to the present date

Birth Date
The Numberof Shares
Owned in the
Company
July 13, 1945

9

Important Concurrent Post
Outside Director of Japan Nuclear Fuel Limited
Outside Director of The Kansai Electric Power Company,
Incorporated[Reason for selection as an Outside Director nominee and outline of
expected roles]
Hiroshi Tomono can be expected to make decisions on importantmanagement matters at the Board of Directors of the Company,
appropriately oversee business execution, provide well-balanced
advice based on an extensive view on overall management, makerecommendations based on his expertise in research, technology,
manufacturing and other areas, and support appropriate risk-taking,by making use of his abundant experience and extensive knowledge
as a management executive of a business corporation. Accordingly,
he was continuously selected as an Outside Director nominee.

12 / 57

0 SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

December 199310

Motoshige Itoh
(Reappointment,
Outside Director,
Independent Officer)

Professor, Faculty of Economics, The Universityof Tokyo
April 1996
Professor, Graduate School of Economics, The
University of Tokyo
October 2007
Dean, Graduate School of Economics, Facultyof Economics, The University of Tokyo
April 2016
Professor, Faculty of International Social
Sciences, Gakushuin University
June 2018
Outside Director of the Company
up to the present date
Important Concurrent Post
Outside Director of East Japan Railway Company
Outside Director of Shizuoka Financial Group, Inc.
Outside Director of JX Nippon Mining & Metals Corporation
Outside Director of Hagoromo Foods Corporation[Reason for selection as an Outside Director nominee and outline of
expected roles]
Motoshige Itoh can be expected to make decisions on importantmanagement matters at the Board of Directors of the Company,
appropriately oversee business execution, and provide advice andrecommendations based on his advanced expertise, by making use of
his expert knowledge of economics, etc. through his long experience
as a university professor and his wealth of experience and extensive
knowledge of economic, social and other issues from his track record
as a member of various government deliberative committees.
Accordingly, he was continuously selected as an Outside Director
nominee. Although Motoshige Itoh only has experience withenterprise management as an outside director or auditor, the Company
has determined that he is capable of appropriately performing theduties of an Outside Director of the Company, due to the reasonsmentioned above.

13 / 57

Birth Date
The Numberof Shares
Owned in the
Company
December19, 1951

0 SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

April 1978
11

Atsuko Muraki(Reappointment,
Outside Director,
Independent Officer)

Joined Ministry of Labour (Currently Ministryof Health Labour and Welfare)
October 2005
Counsellor for Policy Evaluation, Minister’s
Secretariat of Ministry of Health Labour andWelfareSeptember 2006
Deputy Director-General, Equal Employment,Children and Families Bureau of Ministry of
Health Labour and Welfare
July 2008
Director-General, Equal Employment, Children
and Families Bureau of Ministry of Health
Labour and Welfare
September 2010
Director-General for Policies on Cohesive
Society of Cabinet Office
September 2012
Director-General, Social Welfare and War
Victims’ Relief Bureau of Ministry of Health
Labour and Welfare
July 2013
Vice Minister of Health Labour and Welfare of
Ministry of Health Labour and Welfare
October 2015
Retired from Ministry of Health Labour andWelfareJune 2018
Outside Director of the Company
up to the present date
Important Concurrent Post
Outside Member of the Board of ITOCHU Corporation[Reason for selection as an Outside Director nominee and outline of
expected roles]
Atsuko Muraki can be expected to make decisions on importantmanagement matters at the Board of Directors of the Company,
appropriately oversee business execution, and provide advice andrecommendations based on her advanced expertise, by making use ofher wealth of experience and extensive knowledge in legal, social andother issues deriving from her employment over many years at
administrative bodies as a civil servant as well as her expertise
especially in human resources. Accordingly, she was continuously
selected as an Outside Director nominee. Although Atsuko Muraki
only has experience with enterprise management as an outside director
or auditor, the Company has determined that she is capable ofappropriately performing the duties of an Outside Director of theCompany, due to the reasons mentioned above.

14 / 57

Birth Date
The Numberof Shares
Owned in the
Company
December28, 1955

0 SharesCandidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

April 1978
June 2007

12

Akira Ichikawa(Reappointment,
Outside Director,
Independent Officer)

Joined Sumitomo Forestry Co., Ltd.
Executive Officer & General Manager ofCorporate Planning Department of Sumitomo
Forestry Co., Ltd.
June 2008
Director, Managing Executive Officer of
Sumitomo Forestry Co., Ltd.
April 2010
Representative Director, President of Sumitomo
Forestry Co., Ltd.
April 2020
Representative Director, Chairman of the Boardof Sumitomo Forestry Co., Ltd.
up to the present dateJune 2022
Outside Director of the Company
up to the present date

Birth Date
The Numberof Shares
Owned in the
Company
November
12, 1954

0 SharesImportant Concurrent Post
Representative Director, Chairman of the Board of Sumitomo
Forestry Co., Ltd.
Outside Director of Konica Minolta, Inc.
[Reason for selection as an Outside Director nominee and outline of
expected roles]
Akira Ichikawa can be expected to make decisions on importantmanagement matters at the Board of Directors of the Company,
appropriately oversee business execution, provide well-balanced
advice based on an extensive view on overall management, makerecommendations based on his expertise in global operations,sustainability and other areas, and support appropriate risk-taking, bymaking use of his abundant experience and extensive knowledge as amanagement executive of a business corporation. Accordingly, he wascontinuously selected as an Outside Director nominee.

NOTES: 12
3

4

5None of the above candidates has any conflicts of interest with the Company.
Mr. Hiroshi Tomono, Mr. Motoshige Itoh, Ms. Atsuko Muraki, and Mr. Akira
Ichikawa are the candidates for Outside Directors.
Mr. Hiroshi Tomono, Mr. Motoshige Itoh, Ms. Atsuko Muraki, and Mr. Akira
Ichikawa are currently Outside Directors of the Company. Mr. Hiroshi Tomono’s
term of office will be eight years, Mr. Motoshige Itoh’s term of office will be five
years, Ms. Atsuko Muraki’s term of office will be five years, and Mr. Akira
Ichikawa’s term of office will be one year at the close of this Meeting.
Pursuant to the regulations of the Tokyo Stock Exchange, Inc., the Company has
designated Mr. Hiroshi Tomono, Mr. Motoshige Itoh, Ms. Atsuko Muraki, and
Mr. Akira Ichikawa as Independent Directors who have no risk of having conflictsof interest with ordinary shareholders.
The following facts were discovered by The Kansai Electric Power Company,
Incorporated (“KEPCO”) where Mr. Hiroshi Tomono has been serving as an
Outside Director since June 2020: employees, etc. of KEPCO improperly browsed
and used customer information of power producers and suppliers other than

15 / 57

6

7

8

KEPCO that was managed by Kansai Transmission and Distribution, Inc.
(“Kansai Transmission and Distribution”), a subsidiary of KEPCO; some
employees of KEPCO used ID, etc. held by Kansai Transmission and Distribution
to access and inappropriately browse a website managed and operated by the
Ministry of Economy, Trade and Industry; and KEPCO had performed acts that
violated Article 3 of the Anti-Monopoly Act, which prohibits unreasonable
restraint of trade. Although Mr. Hiroshi Tomono was unaware of these facts until
these incidents came to light, he’s been fulfilling his duties by regularly making
suggestions at the Board of Directors and committees, etc. in which he serves tostrengthen governance and compliance and making recommendations for theverification, etc. of the implementation status of the business improvement plan
aimed at preventing recurrence and the status of steps taken by the emergency
response committee.
Mr. Akira Ichikawa’s role as Chairman of the Board at Sumitomo Forestry Co.,
Ltd. is mainly to oversee management. He has no area of responsibility, and his
involvement in day-to-day business execution decisions is limited. The business
relationship between Sumitomo Forestry Co., Ltd. and the Company represents
less than 0.1% of consolidated sales for both companies, and Sumitomo ForestryCo., Ltd. is neither a major business partner nor a major shareholder.
The Company executed limitation of liability contracts with Mr. Hiroshi Tomono,
Mr. Motoshige Itoh, Ms. Atsuko Muraki, and Mr. Akira Ichikawa that limit their
liabilities for damages to the Company pursuant to Article 423(1) of theCompanies Act, up to the total of the amounts listed in the items of Article 425(1)of the Companies Act (the “Limitation of Liability Contracts”). When they arereappointed to Outside Directors of the Company, the Company will continue theLimitation of Liability Contracts.
The Company entered into a directors and officers liability insurance contract withan insurance company, as stipulated in Article 430-3(1) of the Companies Act., tocover damages and dispute costs such as litigation costs, lawyer fees, andarbitration/settlement costs (including those arising in connection with lost
shareholder derivative suits and claims for damages from the Company) thatshould be legally borne by the insured. If each candidate is elected as a Director,
he or she will be covered by the insurance contract, and the Company plans torenew the insurance contract with the same content during his or her term of office.

16 / 57

No. 2. To elect three Corporate Auditors.
The terms of office of Corporate Auditors Kunio Nozaki, Hiroaki Yoshida, and Yoshitaka Kato
will expire at the close of this Meeting. Accordingly, the election of three Corporate Auditors is
proposed.
The Board of Corporate Auditors has given its consent to this proposal.
The candidates for Corporate Auditor are as follows:
Candidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

1

Kunio Nozaki(Reappointment)

April 1979
June 2007
April 2009
April 2014
June 2014

Joined the Company
Executive Officer
Managing Executive Officer
Senior Managing Executive Officer
Representative Director & Senior Managing
Executive Officer
June 2018
Director & Senior Managing Executive Officer
April 2019
Director
June 2019
Standing Corporate Auditor
up to the present date
[Reason for selection as a Corporate Auditor nominee, etc.]
Since joining the Company, Kunio Nozaki has worked mainly inaccounting and finance operations, and has deep knowledge andexperience related to these areas. He also worked in the managementof the Company as Director & Senior Managing Executive Officer
from 2014 to 2019. He was continuously selected as a Corporate
Auditor nominee to make use of this abundant knowledge andexperience related to accounting and finance, and his experience andextensive knowledge as a management executive in auditing theCompany.

17 / 57

Birth Date
The Numberof Shares
Owned in the
Company
October 29,
1956
92,100 Shares

Candidate No.

Career Summary, Principal Occupation and Responsibility at theCompany, and Important Concurrent Post

Name

2

Hironobu Nishi(New appointment)

April 1988
June 2011
August 2012

Joined the Company
General Manager of CSR OfficeSeconded to Sumitomo Chemical (China) Co.,Ltd.
April 2018
General Manager of Animal Nutrition Div.
up to the present date

Yoshitaka Kato
(Reappointment,
Outside Corporate
Auditor, Independent
Officer)

The Numberof Shares
Owned in the
Company
August 3,
1965

6,800 Shares[Reason for selection as a Corporate Auditor nominee, etc.]
Since joining the Company, Hironobu Nishi has experienced
production planning, sales, and other operations, and during thattime he also experienced working in Singapore. Subsequently, whenserving as General Manager of the CSR Office, he focused on
implementing CSR activities of the Company. In addition, as
President of Sumitomo Chemical (China) Co., Ltd., which is aregional headquarters of the Company, he worked as a point ofcontact with local authorities, improved the Company’s presence in
China, and supported local group companies. He is currently
involved in sales, development, and other operations of feed
additives, etc. as General Manager of Animal Nutrition Division. He
was selected as a Corporate Auditor nominee to make use of thiswealth of knowledge and experience in the Company’s operations
for auditing the Company.
November 1974

3

Birth Date

Joined Tetsuzo Ota & Co. (Currently Ernst &Young ShinNihon LLC)
September 1978
Registered as a certified public accountant
May 1998
Representative Partner of Showa Ota & Co.
(Currently Ernst & Young ShinNihon LLC)
June 2006
Managing Executive Partner of Ernst & Young
ShinNihon (Currently Ernst & Young
ShinNihon LLC)
August 2008
CEO of Ernst & Young ShinNihon LLC(Currently Ernst & Young ShinNihon LLC)
June 2014
Left Ernst & Young ShinNihon LLC
June 2015
Outside Corporate Auditor of the Company
up to the present date
Important Concurrent Post
Outside Corporate Auditor of Mitsui Fudosan Co., Ltd.
Outside Corporate Auditor of Sumitomo Corporation[Reason for selection as an Outside Corporate Auditor nominee, etc.]
Yoshitaka Kato was continuously selected as an Outside Corporate
Auditor to make use of his expert knowledge and abundant
experience as a certified public accountant over many years inauditing the Company.
Although Yoshitaka Kato only has experience with enterprisemanagement as an outside officer, the Company has determined that
he is capable of appropriately performing the duties of an Outside
Corporate Auditor of the Company, due to the reasons mentioned
above.

18 / 57

September
17, 1951
0 SharesNOTES: 1
2
3
4
5

6

None of the above candidates has any conflicts of interest with the Company.
Mr. Yoshitaka Kato is a candidate for Outside Corporate Auditor.
Mr. Yoshitaka Kato is currently an Outside Corporate Auditor of the Company,and his term of office will be eight years at the close of this Meeting.
Pursuant to the regulations of the Tokyo Stock Exchange, Inc., the Company has
designated Mr. Yoshitaka Kato as an Independent Corporate Auditor who has norisk of having conflicts of interest with ordinary shareholders.
The Company executed a limitation of liability contract with Mr. Yoshitaka Kato
that limits his liabilities for damages to the Company pursuant to Article 423(1)of the Companies Act, up to the total of the amounts listed in the items of Article
425(1) of the Companies Act (the “Limitation of Liability Contract”). When he isreappointed to Outside Corporate Auditor of the Company, the Company willcontinue the Limitation of Liability Contract.
The Company entered into a directors and officers liability insurance contract withan insurance company, as stipulated in Article 430-3(1) of the Companies Act., tocover damages and dispute costs such as litigation costs, lawyer fees, andarbitration/settlement costs (including those arising in connection with lost
shareholder derivative suits and claims for damages from the Company) thatshould be legally borne by the insured. If each candidates is elected as a Corporate
Auditor, he or she will be covered by the insurance contract, and the Company
plans to renew the insurance contract with the same content during his or her termof office.

19 / 57(Reference)
Expertise and experience of Directors and Corporate Auditors (to be complete after the close of the
142nd Ordinary General Meeting of Shareholders)
Corporate
Management

Directors:
Masakazu
TokuraKeiichi
Iwata
MasakiMatsuiBusinessstrategy/MarketingTechnology/
Research

Global

○

○

○

○

○

○

ESG/

Sustainability Accounting○

Nobuaki
Mito○

Hiroshi
Ueda
HiroshiNiinumaMotoyuki
Sakai
Seiji
Takeuchi
HiroshiTomono○Finance/Human
resources andlabor

Legal/

Knowledge ofCompliance/

other

Internal

specialized

controlfields○○○(intellectual
property)○○(IT/DX)

○
○
○
○

○
○

○

○

○

○

○

○
○

MotoshigeItoh(international○

economics)○(IT/DX)

AtsukoMuraki
Akira○
Ichikawa
Corporate Auditors:
Kunio
NozakiHironobu
Nishi
Mitsuhiro
Aso
Yoshitaka
Kato
MichioYoneda

○
○

○

○

○

○

○

○

○

○

○

○
○

○

○
○

○

○
○
(financial
markets)* The above table shows up to three of the major areas of each person’s expertise and experience with ○.

20 / 57(Reference)
Criteria for Designation of Independent Directors & Auditors (Revised June 23, 2015)
1. These criteria set conditions for designation of the Company’s Outside Directors & Auditors(meaning Outside Directors and Outside Corporate Auditors) as “Independent Directors &Auditors” defined in the listing rules of stock exchanges in Japan.
2. If none of the conditions given in (1) to (9) below applies, a person, in principle, shall beconsidered to have no material interest in the Company and may be designated as
Independent Directors & Auditors.
The person(1) Is an executor of business, i.e. someone who executes business of the Company or acompany of the Company’s Group (a Director (other than Outside Director), an
executive officer, or an employee (by whatever name, someone having an employment
relationship with the Company or with the company of the Group)).
(2) Is an executor of business who executes business of a major client or business partnerof the Company. The “a major client or business partner” means any of the following.
(a) A vendor providing products or services to the Company, or a customer to which theCompany is providing products or services, of which the total amount of suchtransactions in the fiscal year nearest to the time of intended designation as an
Independent Directors & Auditors exceeds 2% of their total sales or exceeds 2% of
the Company’s nonconsolidated sales, respectively.
(b) A financial institution providing loans to the Company, of which the total amount of
the loans at the end of the fiscal year nearest to the time of intended designation as
Independent Directors & Auditors exceeds 2% of the Company’s total
nonconsolidated borrowings; provided that, even if the amount does not exceed 2%, afinancial institution indicated as a lender to the Company on annual securities reports,business reports or other public documents shall be considered “a major business
partner.”(3) A consultant, certified public accountant, attorney or other expert receiving
remuneration from the Company in addition to the remuneration payable to theCompany’s Directors, Officers, Etc., of which the total amount of the remuneration paid,
other than the remuneration payable to the Company’s Directors, Officers, Etc., in thefiscal year nearest to the time of intended designation as Independent Directors &Auditors exceeds 10 million yen; provided that, even if the amount does not exceed 10
million yen, the person shall be considered a recipient of a substantial amount of
remuneration if it exceeds 50% of that person’s annual income.
(4) A person who works for an organization that is a consulting firm, tax accounting firm,law office, other corporate body, partnership, etc., whose sales to the Company in thefiscal year nearest to the time of intended designation as Independent Directors &Auditors exceeds 2% of the organization's total sales or 10 million yen, whichever islarger.
(5) A shareholder of the Company whose share of voting rights at the end of the fiscal year
nearest to the time of intended designation as Independent Directors & Auditors is 10%
or more (a total of direct and indirect holdings) or an executor of business at theshareholder entity.

21 / 57

(6) Of the companies in which the Company holds shares, an entity in which the Company’s
share of voting rights at the end of the fiscal year nearest to the time of intended
designation as Independent Directors & Auditors is 10% or more (a total of direct andindirect holdings) or an executor of business at the entity.
(7) A person who works for an auditing firm that conducts statutory audits of the Company.
(8) A person to whom (1) above was applicable in the past or to whom any of (2) to (7)above was applicable in the past one year or equivalent period.
(9) A spouse or a close relative (second-degree relative or closer) of a person to whom anyof the following applies.
(a) A person listed in (1) to (7) above.
(b) A person who, in the past year or equivalent period, was an executor of business of
the Company or a company of the Company's Group. If an outside Corporate Auditor
is to be designated as Independent Directors & Auditors, a Director not executing
business or an accounting advisor (including its employees who are to perform
relevant specific duties if the accounting advisor is a body corporate).
(c) In (a) and (b) above, “an executor of business” shall mean a person executing animportant business at a company or a business partner, i.e. a Director having businessexecution functions, an Executive Officer or an employee having a position of
department manager, its equivalent or above, and shall not include persons below theposition of department manager or its equivalent.
(d) The above (a) notwithstanding, a person who “works for an organization” in (4)above shall not include a person who is neither an executor of important business inthe organization nor, if the organization is an auditing firm, law office or otherorganization specializing in accounting or law, etc., a person who has specialized
qualifications, such as a certified public accountant and attorney.
(e) The above (a) notwithstanding, a person who “works for an auditing firm” in (7)above shall include neither a person who is not an executor of important business inthe firm nor a person who does not have specialized qualifications, such as a certified
public accountant.
3. Even where the conditions set forth in 2. above do not apply, if there are circumstances that,in the judgment of the Company, sufficiently indicates any of Outside Directors & Auditors
being incapable of performing his or her duties as Independent Directors & Auditors, thatparticular Outside Directors & Auditors shall not be designated as Independent Directors &Auditors.
4. With respect to an Outside Directors & Auditors whom the Company intends to designate
as Independent Directors & Auditors in accordance with the foregoing, the Company shall,
upon his or her written consent, designate that Outside Directors & Auditors as Independent
Directors & Auditors, and shall make notification thereof to the stock exchanges on which
the Company is listed. Prior to making the notification, the matter shall be reported to theBoard of Directors and the Board of Corporate Auditors.

22 / 57ATTACHMENTS

Business Report(April 1, 2022 - March 31, 2023)

1. Overview of the Company Group(1)

Business Progress and Results
In fiscal 2022, the growth rate of the global economy fell well below that of the previous
year. Although the impact of the COVID-19 pandemic eased, economic growth was heldback by such factors as global monetary tightening to control inflation and a delay in therecovery of China’s economy. In Japan’s economy, too, although there were signs of arebound, such as a recovery in consumer spending, the overall business environment
remained difficult in light of such factors as the slowdown in global economic growth anda rise in raw material prices.
As a result, the Sumitomo Chemical Group’s sales revenue for the period increased by¥130.0 billion compared to the prior year, to ¥2,895.3 billion. In terms of profits and losses,
core operating income (Note) was ¥92.8 billion, but because of large impairment losses
posted in the period, there was an operating loss of ¥31.0 billion. Nevertheless, net income
attributable to owners of the parent was ¥7.0 billion, because the value of the yen weakened
during the fiscal year and there was a foreign exchange gain. Results in every category ofincome were lower than the previous year’s levels. The Company’s non-consolidated sales
amounted to ¥894.4 billion, and net income was ¥50.4 billion.
Note: “Core operating income” is a gain and loss concept, reflecting recurring earning
capacity, and deducts gains and losses incurred by non-recurring factors fromoperating income. It includes the share of profit of investments accounted for using
the equity method.
The Company has regrettably decided to pay a year-end dividend of ¥6 per share inlight of the operating results of fiscal 2022 as well as business performance trends for the
next fiscal year and beyond and other factors. As a result, the Company’s annual dividend
for fiscal 2022 is ¥18 per share, including an interim dividend of ¥12 per share.
Financial Results by Business Segment
Essential Chemicals & Plastics
Selling prices for synthetic resins, methyl methacrylate and various industrial
chemicals improved due to an increase in raw material prices. The weak yen also benefitedsales revenues of subsidiaries outside of Japan when converted into yen. On the other hand,
shipments declined, primarily because of weak demand for products in automotive
applications. As a result, sales revenue increased by ¥10.4 billion from the previous year,to ¥852.9 billion. Core operating income suffered a loss of ¥34.2 billion, a decline inincome of ¥87.7 billion from the previous year, due to a deterioration in the financial
performance of Rabigh Refining and Petrochemical Company, our equity method investee,
as well as a deterioration in margins caused by higher raw material prices and the impactof lower shipment volumes.
Energy & Functional Materials
Selling prices for aluminum and cathode materials increased with the improvement inmarket conditions. Shipments of separators for lithium-ion secondary batteries stayed firm.
The weak yen also had a positive effect. As a result, sales revenue increased by ¥26.1
billion, to ¥342.5 billion, from the previous year. Core operating income was ¥15.2 billion,

23 / 57

lower by ¥4.8 billion from the previous year, led by a decline in margins resulting fromthe rise in raw material prices, despite higher income from exports due to the weak yen.
IT-related Chemicals
Sales revenue benefited from the weak yen’s effect on the sales of subsidiaries outsideof Japan in yen terms. In addition, demand growth for processing materials forsemiconductors, such as photoresists, brought about an increase of shipments. On the other
hand, shipments of display-related materials declined because stay-at-home demand had
run its course, and consumer sentiment deteriorated in the face of inflation concerns. As aresult, sales revenue decreased by ¥42.5 billion from the previous year, to ¥431.2 billion,
and core operating income decreased by ¥10.2 billion from the previous year, to ¥47.6
billion.
Health & Crop Sciences
Market prices of methionine (feed additives) declined from the previous year. On theother hand, sales of crop protection products in South America increased significantly, andshipments in such markets as India performed well. Moreover, the weak yen had a positiveeffect on sales from subsidiaries outside of Japan when converted into yen. As a result,sales revenue increased by ¥124.6 billion from the previous year, to ¥598.4 billion. Core
operating income was ¥57.3 billion, an increase of ¥15.0 billion from in the previous year,
driven by the increase in sales and higher income from exports as a result of the weak yen,despite higher prices for raw materials.
Pharmaceuticals
In the U.S., revenue grew for the fiscal year under review owing to increased sales of
products such as Orgovyx® (therapeutic agent for advanced prostate cancer) andGemtesa® (therapeutic agent for overactive bladder), on top of the effects of the forex
situation, despite the expiration of the exclusive marketing period of LATUDA® (atypicalantipsychotic agent) and the absence of a lump-sum upfront payment for a collaborationand license agreement for joint development and commercialization in the previous fiscal
year. On the other hand, in Japan, sales revenues were adversely affected by the National
Health Insurance (NHI) drug price revisions. As a result, sales revenue decreased by ¥6.8
billion from the previous year, to ¥584.9 billion. Core operating income was ¥16.2 billion,a decrease of ¥45.5 billion from the previous year, as selling, general and administrative
expenses and research and development expenses increased, primarily due to the effectsof the forex situation, in addition to the decrease in gross profit.
OthersIn addition to the above five segments, the Sumitomo Chemical Group supplies electric
power and steam, designs chemical plants and supervises the construction of thosefacilities, provides transportation and warehousing, and conducts physical property
analysis and environmental analysis. Sales revenue of these businesses increased by ¥18.2
billion from the previous year, to ¥85.4 billion, and core operating income decreased by¥5.4 billion from the previous year, to ¥10.4 billion.
Capital Expenditures
In the fiscal year under review, the Companies’ capital expenditures totaled ¥141.1
billion, which includes investments for new installations and the expansion of
manufacturing facilities as well as renovations and rationalization of existing facilities.
Major facilities completed in the fiscal year under review include the new installationand expansion of a domestic subsidiary’s new multiplant in the Energy & Functional
Materials Sector and the new construction and expansion of a domestic subsidiary’s power
plant in the Others Sector.
Major facilities under construction in the fiscal year under review include the following:
the introduction of the Company’s high-efficiency gas turbine as part of rationalization in

24 / 57

the Essential Chemicals & Plastics Sector; the new installation of the Company’s
calcination demonstration facilities for cathode materials in the Energy & Functional
Materials Sector; the new installation of an overseas subsidiary’s semiconductor process
chemical plant and photoresist manufacturing facilities in the IT-related Chemicals Sector;
the new construction of the Company’s manufacturing plant for nucleic acid drug andmanufacturing plant for small molecule drugs in the Health & Crop Sciences Sector; andthe new construction of the Company’s research sites as part of their reorganization in the
Others Sector.
Financing
To respond to financing needs during the fiscal year under review, the Company raised
funds, primarily via borrowings from banks. As a result, the balance of borrowings(including corporate bonds) increased by ¥110.9 billion from the previous fiscal year, to¥1,461.4 billion.

25 / 57

(2)Issues to be Addressed

Sumitomo Chemical’s Vision
With our origins in overcoming the environmental issue of smoke pollution at the Besshi
copper mine and increasing crop yields, we have unceasingly pioneered new technology
and transformed our businesses while supporting abundant lifestyles for people through ourbusinesses for over 100 years since our founding.
Sumitomo has a traditional concept: “Harmony between the individual, the nation andsociety” (Sumitomo manifests this concept by seeking to benefit not only its own business,but also both the nation and society). The Company has embodied this business spirit andcreated both economic value and social value in an integrated manner.
In recent years, the awareness of not only climate change but also other sustainability
issues such as ecosystem conservation and health promotion has been growing all over theworld. We define this as Green Transformation (GX) in a broad sense and consider it as anopportunity for our own transformation and contribution to society. We aim to contribute tosolving social issues through our business by transforming our business portfolio from theperspective of GX over the long term.
Based on this approach, we are currently executing the Corporate Business Plan
“Change and Innovation with the Power of Chemistry,” which has commenced in FY2022
and set out the following seven basic policies.
(i) Further improving the Company's business portfolio (by strengthening andtransforming its businesses)(ii) Improving the Company’s financial strength(iii) Accelerating the development of next-generation businesses(iv) Fulfilling obligations and providing contributions toward achieving carbon
neutrality(v) Improving productivity and strengthening our businesses through digital
innovation(vi) Employing, developing and leveraging human resources to achieve sustainablegrowth(vii) Ensuring full and strict compliance and maintaining safe and stable operations
Green Transformation (GX) and Digital Transformation (DX)We hope to maximize the “power” of chemistry by combining our greatest strength in
the diversity of businesses, technologies, geographies and people with growth opportunities
presented by changes in the environment, such as GX and DX.
One of the big trends in GX is the acceleration towards carbon neutrality. We are taking
steps in terms of both “obligations” to bring the Group’s GHG emissions closer to zero, and“contributions” to global GHG reduction through carbon recycling technologies andproducts. Our plan is first to reduce the Group’s GHG emissions by 50% compared to
FY2013 by 2030 through fuel conversion to LNG and thorough energy conservation andrationalization in manufacturing processes, while also developing new technologies.
Beyond 2030, we hope to realize carbon neutrality in 2050 by enabling the deployment ofthese new technologies into society one after another.
Furthermore, DX trends are gaining momentum year by year due to new technologies
such as IoT, 5G, and AI. Keeping efforts to implement DX Strategy 1.0 for highproductivity in four focus areas of research and development, plants, supply chain
management, and offices, we will address DX issues according to the characteristics of eachbusiness and focus on DX Strategy 2.0 aimed at improving competitiveness in each businessand DX Strategy 3.0 aimed at creating new business models.
Activities of Each Sector in FY2022
Essential Chemicals & Plastics
As part of our efforts to realize a recycling-oriented society, we decided to introduce apilot facility for the commercialization of material recycling using waste plastic obtained

26 / 57

from end-of-life vehicles, and started operating a chemical recycling pilot facility for acrylic
resin at Ehime Works. In addition, the MMA Division was launched to centrally manage
Japan and Singapore, establishing a flexible manufacturing and sales structure. Meanwhile,
efforts are also underway to improve the business structure, such as withdrawing from thecaprolactam business.
Energy & Functional Materials
Our Ehime Works started construction of a new facility for new high-performance grade
products of high-purity alumina. Furthermore, we are enhancing the production capacity at
Ehime Works for liquid crystal polymer whose demand is expanding with the spread of 5G
and EVs. Both are scheduled to start operating in FY2023.
Meanwhile, we closed down our manufacturing facilities for dyestuff at Osaka Worksand exited the dyestuff business due to the challenge in securing stable earnings in the future.
Furthermore, we decided to exit the S-SBR business in Singapore and ended production for
the EPDM business at Chiba Works, with a plan to withdraw from the business in FY2023.
We will allocate management resources to fields where our competitive advantage lies andupgrade our business portfolio.
IT-related Chemicals
We decided to build a new plant for semiconductor process chemicals in the U.S. The
new plant will serve as a strategic base for the business in the U.S market, with an aim tosuccessfully capture strong demand and expand the business. The new plant is scheduled tostart operating in FY2024. We will contribute to the realization of a smart society and smart
mobility by globally expanding our production system for semiconductor process chemicals
and stably supplying high-quality products.
Health & Crop Sciences
In Brazil, the world’s largest soybean producer, we received registration approval forour soybean fungicide EXCALIA MAX®, which contains the novel active ingredient
INDIFLIN®, and started full-scale sales of the product. We will further expand sales of thisagent in South America, which is the world’s largest market for crop protection chemicals.
We also acquired FBSciences Holdings, Inc., a U.S. company engaged in the businessof biostimulants, a group of naturally-derived agricultural materials and a class ofbiorationals. We will further expand our biorational business while also seeking to create
new synergies between biorationals and crop protection chemicals.
Pharmaceuticals
Myfembree®, a therapeutic agent for uterine fibroids that Myovant Sciences Ltd., aconsolidated subsidiary of Sumitomo Pharma Co., Ltd., has been working on in
partnership with Pfizer Inc., received U.S. approval for an additional indication forendometriosis.
Furthermore, by making Myovant Sciences Ltd. a wholly owned subsidiary, we sought
to strengthen our earnings base and accelerate the speed of management. We will further
expand sales in the U.S., with Myovant Sciences Ltd.’s Orgovyx® and Myfembree® as
one of the engines for future growth.
FY2022 Operating Results
In FY2022, the first year of the Corporate Business Plan, our business environment
faced headwinds more than anticipated, including economic slowdown due to COVID-19
and the Russian invasion of Ukraine, global decline in demand caused by them, and a risein raw material and fuel prices. As a result, core operating income was ¥92.8 billion, andnet income attributable to owners of the parent was ¥7.0 billion, showing challenging results.
Outlook for FY2023 and Beyond
Business results for FY2023 are expected to be largely affected by the expiration of the

27 / 57

exclusive marketing period of Latuda® in the Pharmaceuticals Sector, despite profitincreasing factors such as petrochemicals emerging from the worst of market conditions in
the Essential Chemicals & Plastics Sector and sales expansion of crop protection productsin the Health & Crop Sciences Sector. As a result, core operating income is projected to be¥40.0 billion, and net income attributable to owners of the parent is projected to be ¥10.0
billion, remaining at low levels. However, we aim to achieve core operating income of¥200.0 billion and net income attributable to owners of the parent of ¥100.0 billion for
FY2024, by increasing sales of several growth drivers including three core pharmaceuticalproducts (Orgovyx®, Myfembree® and Gemtesa®) and further improving our businessportfolio through measures such as restructuring of and withdrawal from low-profit
businesses.
Moreover, our medium- to long-term goal is to stably achieve financial indicators
including ROE of 10% or more, ROI of 7% or more, and D/E ratio of 0.7 times range.

28 / 57

(3) Assets and Income
1) Trends in assets and income of the GroupThe 139th term The 140th term The 141st term The 142nd term
(April 1, 2019 to (April 1, 2020 to (April 1, 2021 to (April 1, 2022 to
Item
March 31, 2020) March 31, 2021) March 31, 2022) March 31, 2023)
IFRS
Sales revenue
2,225.8
2,287.0
2,765.3
2,895.3(Billions of yen)Core operating
income
132.7
147.6
234.8
92.8
(Billions of yen)
Net income
attributable toowners of the
30.9
46.0
162.1
7.0
parent(Billions of yen)
Basic earnings per
18.91 yen
28.16 yen
99.16 yen
4.27 yen
share
ROE
3.2%
4.7%
14.5%
0.6%
Equityattributable toowners of the
924.0
1,019.2
1,218.1
1,171.2
parent(Billions of yen)
Total equity
1,392.6
1,482.1
1,702.0
1,489.2(Billions of yen)
Total assets
3,654.1
3,990.3
4,308.2
4,165.5(Billions of yen)
NOTE: In connection with the confirmation in the 140th period of provisional accounting
procedures relating to the business combination that took place in the 139th Fiscal
Period, retrospective adjustments have been made to figures for the 139th period.

2) Trends in assets and income of the Company
The 139th term The 140th term The 141st term The 142nd term
(April 1, 2019 to (April 1, 2020 to (April 1, 2021 to (April 1, 2022 to
Item
March 31, 2020) March 31, 2021) March 31, 2022) March 31, 2023)
Japanese GAAPNet sales
678.4
646.0
797.4
894.4
(Billions of yen)
Ordinary income
28.9
38.1
68.5
69.5
(Billions of yen)
Net income
22.8
41.7
61.7
50.4
(Billions of yen)
Net income per
13.94 yen
25.52 yen
37.76 yen30.85 yenshare
Net assets
315.5
346.2
368.8
378.0
(Billions of yen)
Total assets
1,577.2
1,729.7
1,740.1
1,772.9(Billions of yen)

29 / 57

(4)Principal Businesses (as of March 31, 2023)
Business sector
Major products and businesses
Essential Chemicals & Plastics Synthetic resins, raw materials for synthetic fibers, various
industrial chemicals, methyl methacrylate products, synthetic
resin processed products, etc.

Energy & Functional Materials

Alumina, aluminum, specialty chemicals, additives, synthetic
rubber, engineering plastics, battery materials, etc.

IT-related Chemicals

Optical products, semiconductor processing materials,
compound semiconductor materials, touch screen sensor
panels, etc.

Health & Crop Sciences

Crop protection chemicals, fertilizers, agricultural materials,
household insecticides, products for control of infectious
diseases, feed additives, active pharmaceutical ingredients andintermediates, etc.

Pharmaceuticals

Pharmaceuticals for medical treatment, radiopharmaceuticals,
etc.

NOTE:

Aside from the above, as “Others”, the Group supplies electric power and steam,designs chemical plants/supervises the construction of those facilities, provides
transportation
andwarehousing,andconducts
physicalproperty
analysis/environmental analysis, etc.

30 / 57

(5) Principal Business Locations (as of March 31, 2023)
1) The Company
Head offices
Tokyo, Osaka
Branch offices Tokyo, Osaka, Nagoya Branch Office, Fukuoka Branch OfficePlantsEhime Works, Chiba Works, Osaka Works, Ohe Works (Ehime), Ibaraki
Works, Oita Works, Misawa Works (Aomori)
Research
Industrial Technology & Research Laboratory (Osaka), Environmental Healthlaboratories
Science Laboratory (Osaka), Advanced Materials Development Laboratory(Ibaraki), Bioscience Research Laboratory (Osaka)
NOTES: 1 Ibaraki Works was newly established as a result of the absorption-type merger of awholly-owned subsidiary SCIOCS COMPANY LIMITED on October 1, 2022.
2 Oita Works includes Okayama Plant and Gifu Plant.
3 Research laboratories are shown as corporate research facilities. There also exist
business sector research laboratories, such as the Health & Crop Sciences ResearchLaboratory (Hyogo).

2) Material subsidiaries
Domestic
Sumitomo Pharma Co., Ltd. (Osaka, Tokyo, Mie, Oita)
Tanaka Chemical Corporation (Fukui, Osaka)Koei Chemical Co., Ltd. (Chiba, Tokyo)
Taoka Chemical Co., Ltd. (Osaka, Hyogo, Ehime)
Overseas
United States
Sumitomo Chemical America, Inc.
Valent North America LLC
Valent BioSciences LLC
Sumika Semiconductor Materials Texas Inc.
Sunovion Pharmaceuticals Inc.
Sumitomo Pharma Oncology Inc.
Sumitovant Biopharma Inc.
Myovant Sciences Inc.
Spirovant Sciences Inc.
BrazilSumitomo Chemical Brasil Indústria Química S.A.
Chile
Sumitomo Chemical Chile S.A.
United Kingdom Cambridge Display Technology Limited
Switzerland
Urovant Sciences GmbH
Myovant Sciences GmbH
Enzyvant Therapeutics GmbH
Altavant Sciences GmbH
India
Sumitomo Chemical India Limited
Singapore
Sumitomo Chemical Asia Pte Ltd
The Polyolefin Company (Singapore) Pte. Ltd.
South Korea
Dongwoo Fine-Chem Co., Ltd.
SSLM Co., Ltd.
TaiwanSumika Technology Co., Ltd.
China
XUYOU Electronic Materials (Wuxi) Co., Ltd.
Sumika Electronic Materials (Wuxi) Co., Ltd.

31 / 57(6)Status of material subsidiaries (as of March 31, 2023)
Ratio ofCompany name
Capitalvotingrights (%)
Sumitomo Chemical
BRL 3,125,762 thousand
100.00Brasil Indústria
Química S.A.

Sumitomo Chemical
America, Inc.

USD 663,092 thousand

100.00

Valent North America
LLC

USD 382,574 thousand

100.00(100.00)

Valent BioSciences
LLC

USD 268,972 thousand

100.00(100.00)

Sumika Polymers
America Corp.
CDT Holdings Limited

USD 222,544 thousand

100.00(100.00)
100.00Cambridge Display
Technology Limited

GBP 183,716 thousand

100.00(100.00)

Dongwoo Fine-Chem
Co., Ltd.

KRW 289,652 million

100.00SumikaSemiconductor
Materials Texas Inc.
SSLM Co., Ltd.

USD 80,000 thousand

100.00(80.00)KRW 280,000 million

100.00Japan-Singapore
Petrochemicals Co.,
Ltd.
Sumitomo PharmaCo., Ltd.
Sumitomo Pharma
America Holdings,
Inc.
Sunovion
Pharmaceuticals Inc.
Sumitomo Pharma
Oncology, Inc.
Sumitovant Biopharma
Ltd.

JPY 23,877 million

79.67

JPY 22,400 million

51.78

USD 2,170,480
thousand

100.00(100.00)

USD 1,710,032
thousandUSD 380,484 thousand

100.00(100.00)
100.00(100.00)
100.00(100.00)

GBP 187,511 thousand

USD 2,665,950
thousand32 / 57

Principal business
Development, promotion andsales of crop protection
chemicals, feed additives andhousehold insecticides andmanufacture of crop protection
chemicals
Investment in related companies
in the United States and sale ofchemical products
Provision of back-office services
to related companies in North
America
Research, development,
manufacture and sale ofbiorational—
Investment in Cambridge Display
Technology Limited
R&D and licenses in polymer
organic light emitting diodes anddevices
Manufacture and sale of process
chemicals for semiconductors anddisplays, photoresists, optical
functional films, touch screen
sensor panels, etc.
Manufacture and sale of process
chemicals for semiconductors
Manufacture and sale of heatresistant separators
Investment in Petrochemical
Corporation of Singapore (Pte.)
Ltd.
Manufacture and sale ofpharmaceuticals
Investment in related companies
in the United States
Manufacture and sale ofpharmaceuticals
Research and development ofpharmaceuticals
Investment in affiliatedcompanies conducting researchand development and managing
outsourced production ofpharmaceuticals

Ratio ofvotingrights (%)
100.00(100.00)

Company name

CapitalSumitovant Biopharma
Inc.

USD 127,384 thousand

Myovant Sciences Ltd.

USD 584,597 thousand

100.00(100.00)

Myovant Holdings
LimitedUSD 90,606 thousand

100.00(100.00)

Myovant Sciences,
Inc.
Myovant Sciences
GmbH
Myovant Sciences
LLC
Urovant SciencesGmbH
Urovant Sciences LLC

USD 253,844 thousand

Enzyvant Therapeutics
GmbH
Altavant SciencesGmbH
Spirovant SciencesInc.
XUYOU Electronic
Materials (Wuxi) Co.,Ltd.
Sumika Electronic
Materials (Wuxi) Co.,Ltd.
Sumika Technology
Co., Ltd.

USD 194,912 thousand

RMB 1,115,757
thousand

100.00(100.00)
100.00(100.00)
100.00(100.00)
100.00(100.00)
100.00(100.00)
100.00(100.00)
100.00(100.00)
100.00(100.00)
100.00(55.00)Management of affiliatedcompanies conducting researchand development and managing
outsourced production ofpharmaceuticals
Investment in affiliatedcompanies conducting researchand development and managing
outsourced production ofpharmaceuticals
Investment in affiliatedcompanies conducting researchand development and managing
outsourced production ofpharmaceuticals
Research and development ofpharmaceuticals
Research and development ofpharmaceuticals
Management of outsourced
production of pharmaceuticals
Research and development ofpharmaceuticals
Management of outsourced
production of pharmaceuticals
Research and development ofpharmaceuticals
Research and development ofpharmaceuticals
Research and development ofpharmaceuticals
Manufacture and sale of optical
functional films

RMB 1,276,517
thousand

100.00(10.00)

Processing and sale of optical
functional films

TWD 4,417 million

84.96

Sumitomo Chemical
Asia Pte Ltd

USD 150,565 thousand

100.00

The Polyolefin
Company (Singapore)
Pte. Ltd.
Sumitomo Chemical
Chile S.A.

USD 51,690 thousand

70.00(70.00)

USD 86,362 thousand

100.00

Manufacture and sale of original
fabrics and processed products of
optical functional films
Manufacture and sale ofpetrochemical products, etc. andsupervision of the Sumitomo
Chemical Group in the Southeast
Asia, India, and Oceania area
Manufacture and sale of lowdensity polyethylene andpolypropylene
Sale, etc. of crop protection
chemicals and feed additives

USD 673,964 thousand
USD 67,935 thousand
USD 1,043,883
thousandUSD 174,266 thousand

USD 119,529 thousand
USD 125,842 thousand

33 / 57

Principal businessCompany name
Tanaka Chemical
Corporation

Ratio ofvotingrights (%)
50.46

CapitalManufacturing and sale ofpositive electrode materials forrechargeable batteries
Sumitomo Chemical
INR 2,745,881 thousand
75.00
Development and sales of crop
India Limited
protection products, household
insecticides and feed additives,and manufacturing of crop
protection chemicals
Koei Chemical Co.,
JPY 2,343 million
56.14
Manufacture and sale ofLtd.
(0.25)
pharmaceutical and crop
protection related chemicals andfunctional chemicals, etc.
Taoka Chemical Co.,
JPY 1,572 million
51.39
Manufacture and sale of fineLtd.
(0.78)
chemicals, functional materials,
resin additives, etc.
From the fiscal year under review, Valent North America LLC, Sumika Semiconductor Materials
Texas Inc., Myovant Holdings Limited., Myovant Sciences LLC, and Urovant Sciences LLC are listed
as material subsidiaries.
Sumika Polymers America Corp. made investment in Phillips Sumika Polypropylene Company, which
has been dissolved.
Sumitomo Chemical do Brasil Representações Ltda, which was listed in the previous fiscal year, hasceased to exist as it merged with Sumitomo Chemical Brasil Indústria Química S.A. In addition,
Urovant Sciences Ltd., Enzyvant Therapeutics Ltd., and Altavant Sciences Ltd. have ceased to exist
as they merged with Sumitovant Biopharma Ltd.
Valent U.S.A. LLC, Urovant Holdings Limited, Enzyvant Therapeutics Holdings Limited, andAltavant Sciences Holdings Limited have been removed from material subsidiaries as their materiality
was decreased.
NOTES: 1
2

JPY 9,155 million

Principal business

Figures contained in parentheses ( ) for ratio of voting rights are the ratio of voting
rights held by subsidiaries of the Company.
Capital for Sumitomo Chemical America, Inc., Valent North America LLC, Valent
BioSciences LLC, CDT Holdings Limited, Cambridge Display Technology Limited,
Sumika Semiconductor Materials Texas Inc., Sumitomo Pharma America Holdings,
Inc., Sunovion Pharmaceuticals Inc., Sumitomo Pharma Oncology, Inc., Sumitovant
Biopharma Ltd., Sumitovant Biopharma, Inc., Myovant Sciences Ltd., Myovant
Holdings Limited, Myovant Sciences, Inc., Myovant Sciences GmbH, Myovant
Sciences LLC, Urovant Sciences GmbH, Urovant Sciences LLC, Enzyvant
Therapeutics GmbH, Altavant Sciences GmbH, and Spirovant Sciences, Inc. are shownas paid-in capital.

34 / 57

(7) Employees (as of March 31, 2023)
1) Employees of the Group

Business category
Essential Chemicals & Plastics
Energy & Functional Materials
IT-related Chemicals
Health & Crop Sciences
Pharmaceuticals
OthersCompanywide shared

Number of employees(Persons)
4,198
3,094
7,592
7,681
7,037
2,651
1,319

Notes

The number of employees
decreased by 1,131 persons
year-on-year.
NOTE: The number of employees does not include employees who are temporary, part-time,
contracted, or seconded outside of consolidated subsidiaries.
Total

33,572

2) Employees of the Company
Number of employees

Average years of
employment
years

Average age

persons

Notes

The number of
employees increased
6,637
41.5
15.5
by 149 persons yearon-year.
NOTE: The number of employees does not include employees who are temporary, part-time,
contracted, or seconded to other companies.
(8)

Primary sources of borrowings and amounts (as of March 31, 2023)
Source of borrowing
Amount of borrowing (Balance)(Billions of yen)
Sumitomo Mitsui Banking Corporation
165.2
The Norinchukin Bank
76.7
Sumitomo Mitsui Trust Bank, Limited
56.5
Development Bank of Japan Inc.
51.1
MUFG Bank, Ltd.
50.5
NOTES: 1 The amount of borrowing listed above includes loans from overseas subsidiariesof the sources.
2 Aside from the above, there are 246.3 billion yen in borrowings as syndicatedloans, managed by financial institutions such as the Sumitomo Mitsui Banking
Corporation.

35 / 57

2. Status of Shares (as of March 31, 2023)(1)

Total number of shares authorized to be issued

5,000,000,000 shares

Total number of shares outstanding

1,655,860,207 shares(including 20,486,616 shares of theCompany’s treasury shares)(2)

Number of shareholders(3)

Major shareholders

227,562 persons

Number ofsharesShareholding
ratio

thousandshares%The Master Trust Bank of Japan, Ltd. (Trust account)

244,390

14.94

Custody Bank of Japan, Ltd. (Trust account)

104,771

6.40

Sumitomo Life Insurance Company

71,000

4.34

Nippon Life Insurance Company

41,031

2.50

STATE STREET BANK WEST CLIENT - TREATY 505234

29,403

1.79

Custody Bank of Japan, Ltd. (Master trust for the Sumitomo
Mitsui Trust Bank and trust account for retirement benefits for
Sumitomo Life Insurance Company)

29,0001.77

Custody Bank of Japan, Ltd. (Trust account 4)27,7601.69

Sumitomo Chemical Employee Stock Ownership Plan

25,827

1.57

JPMorgan Securities Japan Co., Ltd.

24,793

1.51

Sumitomo Mitsui Banking Corporation

23,073

1.41

Shareholder name

NOTE: The Company’s treasury shares (20,486,616 shares) were excluded in the calculationof the percentage of shares held.
(4)

Shares granted to Company officers and Executive Officers during the fiscal year underreview as consideration for performance of duties
Number of
Number of officers
sharesgranted with shares

Directors (excluding Outside Directors)

233,326 shares

8

Executive Officers (excluding non-residents of Japan )180,704 shares26

36 / 57

3. Company Officers(1)

Directors and Corporate Auditors (as of March 31, 2023)
Areas of responsibility and significant
PositionName
concurrent positions

Representative Director,
Chairman

Masakazu Tokura

Representative Director,
President(Concurrently serving as
Executive President)

Keiichi Iwata

Representative Director(Concurrently serving as
Senior Managing
Executive Officer)

Noriaki Takeshita

Supervision of Essential Chemicals &Plastics Sector, Business Development fora Circular System for Plastics
Deputy Chairman of Rabigh Refining andPetrochemical Company

Representative Director(Concurrently serving as
Senior Managing
Executive Officer)

Masaki Matsui

Supervision of IT-related Chemicals
SectorRepresentative Director(Concurrently serving as
Senior Managing
Executive Officer)

Kingo Akahori

Supervision of Energy & Functional
Materials Sector

Representative Director(Concurrently serving as
Senior Managing
Executive Officer)

Nobuaki Mito

Supervision of Health & Crop Sciences
SectorChairman of Valent U.S.A. LLC
Chairman of Valent BioSciences LLC

Director(Concurrently serving as
Executive Vice President)

Hiroshi Ueda

Supervision of Research Planning and
Coordination, Digital and Data Science
Innovation, Process & Production
Technology & Safety Planning, Production& Safety Fundamental Technology Center,
Engineering, Intellectual Property,
Responsible Care, Industrial Technology& Research Laboratory, Environmental
Health Science Laboratory, Advanced
Materials Development Laboratory,
Bioscience Research Laboratory

Director(Concurrently serving as
Executive Vice President)

Hiroshi Niinuma

Supervision of General Affairs, External
Relations, Legal, Human Resources

Director(Outside Director,
Independent Officer)

Hiroshi Tomono

Senior Adviser of NIPPON STEELCORPORATION
Outside Director of Japan Nuclear Fuel
LimitedOutside Director of The Kansai ElectricPower Company, Incorporated

37 / 57

Chairman of KEIDANREN (Japan
Business Federation)

Position

Areas of responsibility and significant
concurrent positions
Outside Director of East Japan Railway
Company
Outside Director of Shizuoka Financial
Group, Inc.
Outside Director of JX Nippon Mining &Metals Corporation
Outside Director of Hagoromo Foods
Corporation

Name

Director(Outside Director,
Independent Officer)

Motoshige ItohDirector(Outside Director,
Independent Officer)

Atsuko Muraki

Outside Member of the Board of ITOCHU
Corporation

Director(Outside Director,
Independent Officer)

Akira Ichikawa

Representative Director, Chairman of theBoard of Sumitomo Forestry Co., Ltd.
Outside Director of Konica Minolta, Inc.

Standing Corporate
Auditor

Kunio Nozaki

Standing Corporate
AuditorHiroaki Yoshida

Corporate Auditor(Outside Corporate
Auditor, Independent
Officer)

Mitsuhiro Aso

Attorney
External Director of Sumitomo Mitsui
Trust Holdings, Inc.

Corporate Auditor(Outside Corporate
Auditor, Independent
Officer)

Yoshitaka Kato

Certified Public Accountant
Outside Corporate Auditor of Mitsui
Fudosan Co., Ltd.
Outside Corporate Auditor of Sumitomo
Corporation

Corporate Auditor(Outside Corporate
Auditor, Independent
Officer)

Michio Yoneda

Outside Director of Asahi BroadcastingGroup Holdings Corporation
Outside Director of Toyo Tire Corporation

NOTES: 1

Of the Directors, Mr. Hiroshi Tomono, Mr. Motoshige Itoh, Ms. Atsuko Muraki, and
Mr. Akira Ichikawa are Outside Directors.
2 Of the Corporate Auditors, Mr. Mitsuhiro Aso, Mr. Yoshitaka Kato, and Mr. Michio
Yoneda are Outside Corporate Auditors.
3 The Company has designated Mr. Hiroshi Tomono, Mr. Motoshige Itoh, Ms. Atsuko
Muraki, Mr. Akira Ichikawa, Mr. Mitsuhiro Aso, Mr. Yoshitaka Kato, and Mr. Michio
Yoneda as Independent Directors / Auditors pursuant to the regulations of the Tokyo
Stock Exchange, Inc. and has made notification to said Exchange.
4 Corporate Auditor Mr. Yoshitaka Kato is qualified as a certified public accountant, andhas a significant amount of knowledge regarding finance and accounting.
5 Of the significant concurrent positions served by Outside Directors and Outside
Corporate Auditors, although The Kansai Electric Power Company, Incorporated, JX
Nippon Mining & Metals Corporation, ITOCHU Corporation, Sumitomo ForestryCo., Ltd., Konica Minolta, Inc., Sumitomo Mitsui Trust Holdings, Inc., Sumitomo
Corporation, and Toyo Tire Corporation have transactions with the Company, there
are no special interests with the Company, and there are no transactional relationships
with any other parties served as significant concurrent positions.

38 / 57

6

Directors who retired in the fiscal year under review are as follows.
Position at time ofretirement

Name

Areas of responsibility andsignificant concurrent positions attime of retirement

Director
Senior Alumni of Asahi Group(Outside Director,
Koichi Ikeda
Holdings, Ltd.
Independent Officer)(Retired on June 23, 2022 because of the expiration of the term of office.)
7

Positions, areas of responsibility and significant concurrent positions for Directors andCorporate Auditors as of April 1, 2023 are as follows.
Position

Name

Representative Director,
Chairman
Representative Director,
President(Concurrently serving as
Executive President)
Representative Director(Concurrently serving as
Senior Managing
Executive Officer)
Representative Director(Concurrently serving as
Senior Managing
Executive Officer)

Masakazu Tokura

Director(Concurrently serving as
Executive Vice President)

Hiroshi Ueda

Director(Concurrently serving as
Senior Managing
Executive Officer)
Director(Concurrently serving as
Executive Vice President)

Noriaki Takeshita

Director

Kingo Akahori

Areas of responsibility andsignificant concurrent positions
Chairman of KEIDANREN(Japan Business Federation)

Keiichi Iwata

Masaki Matsui

Supervision of IT-related
Chemicals Sector

Nobuaki Mito

Supervision of Health & Crop
Sciences Sector
Chairman of Valent U.S.A. LLC
Chairman of Valent BioSciences
LLC
Supervision of Research Planningand Coordination, Digital andData Science Innovation, Process& Production Technology &Safety Planning, Production &Safety Fundamental Technology
Center, Engineering, Intellectual
Property, Responsible Care,
Industrial Technology &Research Laboratory,
Environmental Health Science
Laboratory, Advanced Materials
Development Laboratory,
Bioscience Research Laboratory
Supervision of Corporate
Planning, IT Innovation

Hiroshi Niinuma

39 / 57

Supervision of General Affairs,
External Relations, Legal, Human
Resources, Osaka Office
Administration

Position

Name

Director(Outside Director,
Independent Officer)

Hiroshi Tomono

Director(Outside Director,
Independent Officer)

Motoshige ItohDirector(Outside Director,
Independent Officer)
Standing Corporate
AuditorStanding Corporate
AuditorCorporate Auditor(Outside Corporate
Auditor, Independent
Officer)
Corporate Auditor(Outside Corporate
Auditor, Independent
Officer)

Atsuko Muraki

Corporate Auditor(Outside Corporate
Auditor, Independent
Officer)

Areas of responsibility andsignificant concurrent positions
Senior Adviser of NIPPONSTEEL CORPORATION
Outside Director of Japan
Nuclear Fuel Limited
Outside Director of The Kansai
Electric Power Company,
Incorporated
Outside Director of East Japan
Railway Company
Outside Director of Shizuoka
Financial Group, Inc.
Outside Director of JX Nippon
Mining & Metals Corporation
Outside Director of Hagoromo
Foods Corporation
Outside Member of the Board of
ITOCHU Corporation

Kunio Nozaki
Hiroaki Yoshida
Mitsuhiro Aso

Attorney
External Director of Sumitomo
Mitsui Trust Holdings, Inc.

Yoshitaka Kato

Certified Public Accountant
Outside Corporate Auditor of
Mitsui Fudosan Co., Ltd.
Outside Corporate Auditor of
Sumitomo Corporation
Outside Director of Asahi
Broadcasting Group Holdings
Corporation
Outside Director of Toyo Tire
Corporation

Michio Yoneda

40 / 57(2)Compensation to Directors and Corporate Auditors
1) Policies and procedures for determining compensation of senior management andDirectors(A) Basic policy for remunerations of Directors, etc.
i. The remuneration of senior management and Directors (excluding Outside Directors)
shall consist of Basic Compensation as fixed compensation and Bonuses and Stock
Compensation as variable compensation. In addition, the remuneration of Outside
Directors shall consist of Basic Compensation and Bonuses.
ii. Basic Compensation is designed according to roles and responsibilities as basic
remuneration for the performance of duties so that the actions of senior management andDirectors are not aimed at short-term or sub-optimal effects.
iii. The amount of Bonuses shall largely reflect the Company’s consolidated financial results
for a fiscal year in order to heighten short-term incentive to achieve the annual target ofthe business plans.
iv. Stock Compensation is designed to promote further value sharing with shareholders andserve as a medium- to long-term incentive for the continuous growth of the Company.
v. The remuneration shall be set at levels which are designed to be objectively competitive
to attract and retain outstanding talent while comprehensively taking into considerationsuch factors as the scale and content of the Company’s business and external evaluationsof ESG and other non-financial factors. Based on surveys by a third-party organizationand other materials, such levels shall be checked annually whether or not to be objectively
appropriate.
vi. When the consolidated performance target (core operating income) for the final fiscal yearof the Corporate Business Plan (FY2022-2024) is achieved, the remuneration of Directors(excluding Outside Directors) shall be designed so that the ratio of fixed compensation tovariable compensation is approximately 1 to 1 and the ratio of short-term incentives(Bonuses) to medium- to long-term incentives (Stock Compensation) in variable
compensation is approximately 7 to 3.
<Illustration of composition of remuneration of Directors (excluding Outside Directors)>* When the consolidated performance target (core operating income) for the final fiscal
year of the Corporate Business Plan (FY2022-2024) is achieved(B) Mechanisms of each remuneration element
i. Basic Compensation
The level of Basic Compensation shall be determined based on the policy described in
section (A) v. to vi. above.
While Basic Compensation for each year shall be fixed, the Company will adopt a
mechanism where the Basic Compensation level would be changed in the event where
the Company’s position has changed in terms of “growth,” “earnings capacity,” and“outside evaluations” from a comprehensive and medium- to long-term perspective.
As main indicators for determining the change in the Company position, the Company
will apply the following: in terms of “growth,” sales revenue, total assets and market
capitalization; in terms of “earnings capacity,” net income (attributable to the parent
company), ROE, ROI and D/E ratio; and in terms of “outside evaluations,” credit ratings

41 / 57

and ESG index selected by GPIF (Government Pension Investment Fund).
The amounts to be paid to each person will be determined in accordance with the baseamount set by each position.
ii. Bonuses (short-term incentive)
Bonuses shall be paid on the condition that performance for that fiscal year exceeds aparticular level and shall be determined based on the bonus calculation formula.
In order to reflect the current earnings capacity of the relevant business year (including
financial activities) to the amount of bonuses, the Company will apply the combined valueof consolidated core operating income and financial profit and loss to the performanceindicator concerning the bonus calculation formula. In addition, the Company will set thecoefficient of the calculation formula so that it will get larger as the position of a person
gets higher.
<Bonus calculation formula>
Consolidated performance indicator(core operating income + financial profit and loss

×

Coefficientiii. Stock Compensation (medium- to long-term incentive)
Stock Compensation shall be restricted stock compensation. Restricted stocks shall beallocated at a certain time after the ordinary general meeting of shareholders each year
according to the amount determined for each position, and it shall be obligatory to holdthe stocks during the term of office. In addition, the Company shall set the ratio of Stock
Compensation to total remuneration so that it will get larger as the position of a person
gets higher.
<Overview of restricted stock compensation plan>• Transfer restriction period
Until the retirement from the position of Director and Executive Officer notconcurrently serving as a Director at the Company• Removal of transfer restrictions
On the condition that the eligible person continuously served as a Director or
Executive Officer not concurrently serving as a Director at the Company during his or
her terms of office, the Company shall remove transfer restrictions on all Allotted
Shares when the transfer restriction period ends.
However, a) if the eligible person resigns from his or her position as a Director andExecutive Officer not concurrently serving as a Director at the Company before the endof his or her term of office owing to a justifiable reason, or b) if the eligible person
resigns from his or her position as a Director and Executive Officer not concurrently
serving as a Director at the Company after the end of his or her term of office, but
before the end of the transfer restriction period for any reason other than justifiable
cause, the Company shall reasonably adjust the number of Allotted Shares from which
to remove transfer restrictions and the timing of the removal of transfer restrictions, asnecessary.
• Conditions of forfeiture of shares
If the eligible person is found to be in material violation of any law, regulation orinternal rule, all allotted shares, including those whose transfer restrictions have been
removed, shall be forfeited (the Company shall acquire them without consideration).
(C) Procedures for determining remunerations of Directors, etc.
The Company shall establish a Remuneration Advisory Committee as an advisory bodyto the Board of Directors on a remuneration system for senior management and Directors,
levels of remuneration, and other matters incidental thereto. Composed of Directors (amajority are Outside Directors), the Committee shall advise the Board of Directors, when
determining officer remuneration system, levels of remuneration, etc., so that greatertransparency and fairness can be ensured regarding the remuneration.

42 / 57

The remuneration amount of Directors shall be set at a level not higher than the upper
limit of a total remuneration prescribed by the resolution of the 125th Ordinary General
Meeting of Shareholders held on June 23, 2006 (i.e., 1.0 billion yen or less per year).
Furthermore, the amount of remuneration to be paid to Directors (excluding Outside
Directors) for granting restricted stock shall be determined within the upper limit of 400
million yen per year set by the resolution of the 141st Ordinary General Meeting of
Shareholders held on June 23, 2022.
The Board of Directors shall deliberate on and decide the method of determining
remunerations of Directors, etc., based on the advice from the Remuneration Advisory
Committee. Furthermore, the individual remuneration of senior management and Directors
shall be determined by the Remuneration Advisory Committee, which is authorized by the
Board of Directors, in accordance with the policies for determining compensation of senior
management and Directors. The Board of Directors, therefore, has concluded that thecontent of individual remuneration is in line with the determination policies. The
Remuneration Advisory Committee consists of Representative Directors and Outside
Directors, and the majority of the members are Outside Directors. The structure of theRemuneration Advisory Committee as of the end of the fiscal year under review is asfollows:
Masakazu Tokura (Representative Director, Chairman)
Keiichi Iwata (Representative Director, President)
Hiroshi Tomono (Outside Director)
Motoshige Itoh (Outside Director)
Atsuko Muraki (Outside Director)
Akira Ichikawa (Outside Director)

2) Total amount of compensation to Directors and Corporate Auditors for the fiscal year
under review

Category of Directors

Number of
persons

Total amount ofcompensation

Total amount of compensation by type
Basic
Bonuses
Stock
Compensation(performanceCompensation(fixedlinked(non-monetary
remuneration)
remuneration)
remuneration)

Directors
13 persons
692 million yen
532 million yen
66 million yen
94 million yen(Of which, Outside(5 persons)(66 million yen)
(60 million yen)
(6 million yen)(-)
Directors)
Corporate Auditors(Of which, Outside
5 persons
122 million yen
122 million yen
Corporate(3 persons)(43 million yen)
(43 million yen)
Auditors)
Total
18 persons
813 million yen
654 million yen
66 million yen
94 million yen
NOTES: 1. The above number of persons and amount of compensation includes one Director
who retired during the fiscal year under review.
2. Due to a resolution by an Ordinary General Meeting of Shareholders, the total
amount of monetary compensation for Directors is 1.0 billion yen or less perannum, and the total amount of monetary compensation for Corporate Auditors is
150.00 million yen or less per annum (resolved at the 125th Ordinary General
Meeting of Shareholders held on June 23, 2006). The numbers of Directors andCorporate Auditors as of the close of the 125th Ordinary General Meeting of
Shareholders are ten and five, respectively. In addition, the total amount ofcompensation paid to grant restricted stock separately from the above monetarycompensation is 400 million yen or less per annum (resolved at the 141st Ordinary
General Meeting of Shareholders held on June 23, 2022). The number of Directors(excluding Outside Directors) as of the close of the 141st Ordinary General
Meeting of Shareholders is eight.

43 / 57

3. The performance indicator for the fiscal year under review which determined theactual value of bonuses (performance-linked remuneration) is ¥124 billion.
4. Stock Compensation (non-monetary remuneration) shows the amount charged in
the fiscal year under review as restricted stock compensation.

(3)

Outline of the directors and officers liability insurance
The Company entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3(1) of the Companies Act., to coverdamages and dispute costs such as litigation costs, lawyer fees, and arbitration/settlement
costs (including those arising in connection with lost shareholder derivative suits andclaims for damages from the Company) that should be legally borne by the insured. The
insured covered by the insurance contract includes Directors, Corporate Auditors, andExecutive Officers. In addition, as a measure to prevent the insured’s proper execution ofduties from being hindered, the insurance contract includes a provision regarding
deductibles and provides that damages that do not reach a certain amount shall not becovered. There are also certain exclusions, such as no coverage for any damage caused bycriminal acts and acts performed by the insured with the knowledge that they are inviolation of laws and regulations.

(Reference)
Executive Officers (excluding persons concurrently serving as Directors) are as follows.
(As of April 1, 2023)
Position

Name

Areas of responsibility

Senior Managing
Executive Officer

Motoyuki Sakai

Supervision of Energy & Functional
Materials Sector

Senior Managing
Executive Officer

Seiji Takeuchi

Supervision of Essential Chemicals &Plastics Sector, Business Development fora Circular System for Plastics

Managing Executive
Officer

Naoyuki Inoue

Supervision of Procurement, Logistics

Managing Executive
Officer

Keigo Sasaki

Supervision of Corporate
Communications, Accounting, FinanceManaging Executive
Officer

Kenji Ohno

Supervision of Sustainability, Internal
Control and Audit, In charge of Legal
Dept.

Managing Executive
Officer

Yoshizumi Sasaki

In charge of Business Development Office
for a Circular System for Plastics, Resinrelated Business Development Dept.,
Polyolefins Div., Automotive Materials
Div., MMA Div.

Managing Executive
Officer

Ichiro Kosaka

In charge of Specialty Chemicals Div.,
Advanced Polymers Div., Battery
Materials Div.

44 / 57

Position

Name

Areas of responsibility

Managing Executive
Officer

Takanari Yamaguchi

In charge of Research Planning &Coordination Dept., Digital and Data Science
Innovation Dept., Intellectual Property Dept.,
Industrial Technology & ResearchLaboratory, Environmental Health Science
Laboratory, Advanced Materials
Development Laboratory, Bioscience
Research Laboratory

Managing Executive
Officer

Hirokazu Murata

In charge of Ehime Works, General
Manager of Ehime WorksManaging Executive
Officer

Koichi Ogino

In charge of Chiba Works, General
Manager of Chiba WorksManaging Executive
Officer

Juan FerreiraWork related to South Americanbusinesses of the Health & Crop Sciences
Sector and Valent U.S.A.

Managing Executive
Officer

Shinsuke Shojima

In charge of AgroSolutions Div. –International, Environmental Health Div.,
Animal Nutrition Div.

Managing Executive
Officer

Inho Rha

Engaged in Dongwoo Fine-Chem

Managing Executive
Officer

Akira Nakanishi

In charge of Planning & Coordination
Office, IT-related Chemicals Sector,
Electronic Materials Div.

Managing Executive
Officer

Masao Shimizu

In charge of Human Resources Dept.,
Osaka Office Administration Dept.

Managing Executive
Officer

Hiroaki Fujimoto

In charge of AgroSolutions Div.- Japan

Executive Officer

Kanako Fukuda

Engaged in Sumitomo Chemical Europe

Executive Officer

Hiroyoshi Mukai

In charge of Planning & Coordination
Office, Energy & Functional Materials
Sector, Quality Assurance Office, Energy& Functional Materials Sector

Executive Officer

Takanori Ito

In charge of Process & Production
Technology & Safety Planning Dept.,
Production & Safety Fundamental
Technology Center, Responsible Care
Dept.

Executive Officer

Yoshihiro Ino

In charge of IT Innovation Dept., General
Manager of IT Innovation Dept.

45 / 57

Position

Name

Areas of responsibility

Executive Officer

Tetsuo Takahashi

In charge of Planning & Coordination
Office, Essential Chemicals & Plastics
Sector, Basic Materials Div., Industrial
Chemicals Div., General Manager ofPlanning & Coordination Office, Essential
Chemicals & Plastics Sector

Executive Officer

Tomoyuki Hirayama

In charge of General Affairs Dept.,
External Relations Dept., General Manager
of External Relations Dept.

Executive Officer

Satoshi Honda

In charge of Planning & Coordination
Office, IT-related Chemicals Sector,
Quality Assurance Office, IT-related
Chemicals Sector

Executive Officer

Takeo Kitayama

In charge of Corporate Planning Office,General Manager of Corporate Planning
OfficeExecutive Officer

Noriaki Oku

Engaged in Rabigh Refining andPetrochemical Company

Executive Officer

Junpei Tsuji

In charge of Research Planning &Coordination Office

Executive Officer

Toshihiro Yamauchi

In charge of Accounting Dept., General
Manager of Accounting Dept.

Executive Officer

Kyoko Odawara

In charge of Environmental Health Science
Laboratory, Research Director ofEnvironmental Health Science Laboratory

Executive Officer

Shinichi Takemura

In charge of Optical Materials Div.

Executive Officer

Tadashi Katayama

In charge of Planning & Coordination
Office, Health & Crop Sciences Sector,
AgroSolutions Div. – International,
General Manager of AgroSolutions Div. –International

Executive Officer

Sawa Matsubara

In charge of Sustainability Dept., FinanceDept., General Manager of Sustainability
Dept.

46 / 57

4. Outside Officers(1)

Main activities during the fiscal year under review
Title
Name
Main activities
Hiroshi Tomono

Motoshige Itoh

OutsideDirector

Atsuko Muraki

Mr. Hiroshi Tomono is expected to mainly oversee management
and provide advice from an experienced management
perspective. He attended all 16 Board of Directors meetings
held during the fiscal year under review and actively madestatements from such perspective. Specifically, he provided
advice by making use of his technical expertise and provided
oversight based on an extensive view on overall management,
regarding agenda items such as important investments, businessstrategies for core businesses, and risk management. He also
served as a member of the non-mandatory Nomination Advisory
Committee and the Remuneration Advisory Committee, andmade appropriate statements in deliberations at the committees,
contributing to the improvement of transparency and fairness
regarding the nomination and compensation of executives.
Mr. Motoshige Itoh is expected to oversee management andprovide advice by making use of his expert knowledge of
economics, etc. and his wealth of experience from his trackrecord as a member of various government deliberative
committees. He attended all 16 Board of Directors meetings
held during the fiscal year under review and actively madestatements based on such knowledge and experience.
Specifically, he provided management oversight and advice
based on an extensive view on overall management by making
use of his expertise, regarding agenda items such as global
management, digital transformation, and sustainability. He also
served as a member of the non-mandatory Nomination Advisory
Committee and the Remuneration Advisory Committee, andmade appropriate statements in deliberations at the committees,
contributing to the improvement of transparency and fairness
regarding the nomination and compensation of executives.
Ms. Atsuko Muraki is expected to oversee management andprovide advice by making use of her wealth of experience andextensive knowledge mainly in legal, social and other issues,
especially her expertise in human resources, deriving fromher employment at administrative bodies as a civil servant.
She attended all 16 Board of Directors meetings held during the
fiscal year under review and actively made statements based onsuch experience, knowledge, and expertise. Specifically, sheprovided management oversight and advice based on an
extensive view on overall management by making use of her
expertise, regarding agenda items such as utilization of humanresources and organizational revitalization, corporate
governance, and sustainability. She also served as a member ofthe non-mandatory Nomination Advisory Committee and theRemuneration Advisory Committee, and made appropriate
statements in deliberations at the committees, contributing to theimprovement of transparency and fairness regarding thenomination and compensation of executives.

47 / 57

TitleName
Akira Ichikawa

Mitsuhiro Aso

OutsideCorporate
AuditorYoshitaka Kato

Main activities
Mr. Akira Ichikawa is expected to mainly oversee management
and provide advice from an experienced management
perspective. He attended all 13 Board of Directors meetings
held since his appointment and actively made statements fromsuch perspective. Specifically, he provided management
oversight and advice based on an extensive view on overallmanagement, regarding agenda items such global management,
important investments, sustainability, and risk management. He
also served as a member of the non-mandatory Nomination
Advisory Committee and the Remuneration Advisory
Committee, and made appropriate statements in deliberations at
the committees, contributing to the improvement of transparency
and fairness regarding the nomination and compensation of
executives.
Mr. Mitsuhiro Aso is expected to conduct audits by making useof his expertise and experience as a lawyer and his wealth of
insight and advanced knowledge regarding corporate risk
management and crisis management, and to express opinions
regarding corporate management and corporate governanceconsiderations. He attended 14 out of 16 Board of Directors
meetings and 13 out of 15 Board of Corporate Auditors
meetings held during the fiscal year under review, andactively expressed opinions from such perspective. Furthermore,in coordination with other Corporate Auditors, he conducted
audits mainly over the development and operation of the Group’s
internal control system, risk management operations, measurestaken to ensure thorough compliance, steps taken for appropriate
operations regarding financial reporting, and actions for
management plans.
Mr. Yoshitaka Kato is expected to conduct audits by making useof his advanced expertise, wealth of experience and advanced
knowledge in corporate accounting, finance, and corporate
auditing operations as a certified public accountant, and to
express opinions regarding corporate management and corporate
governance considerations. He attended all 16 Board of
Directors meetings and all 15 Board of Corporate Auditors
meetings held during the fiscal year under review, andactively expressed opinions from such perspective. Furthermore,in coordination with other Corporate Auditors, he conducted
audits mainly over the development and operation of the Group’s
internal control system, risk management operations, measurestaken to ensure thorough compliance, steps taken for appropriate
operations regarding financial reporting, and actions for
management plans.

48 / 57

TitleNameMichio Yoneda

Main activities
Mr. Michio Yoneda is expected to conduct audits by making useof his abundant experience and advanced knowledge in capital
markets and business management that he has accumulated infinancial and securities market management and stock exchange
management, and to express opinions regarding corporate
management and corporate governance considerations. He
attended all 16 Board of Directors meetings and all 15 Boardof Corporate Auditors meetings held during the fiscal year
under review, and actively expressed opinions from such
perspective. Furthermore, in coordination with other Corporate
Auditors, he conducted audits mainly over the development andoperation of the Group’s internal control system, risk
management operations, measures taken to ensure thoroughcompliance, steps taken for appropriate operations regarding
financial reporting, and actions for management plans.

(2) Summary of the limitation of liability contracts
The Company has concluded limitation of liability contracts with each Outside Officer that limit
their liabilities for damages to the Company pursuant to Article 423(1) of the Companies Act, up to
the total of the amounts listed in the items of Article 425(1) of the Companies Act, provided that theexecution of duties by Outside Officers were in good faith and without gross negligence.

49 / 57

5. Policy for Decisions on the Distribution of Surplus
In decision on the distribution of surplus, the Company views shareholder return as one of themost important management issues, and in comprehensive consideration of factors such as
business results for each term, the dividend payout ratio, and standards for internal reserves
required for future business expansion, the Company’s basic policy is to continue providing stabledividends. Furthermore, over the mid- to long-term, the Company aims to achieve a stabledividend payout ratio of approximately 30%.
The Company plans to utilize internal reserves for capital investment and other loans andinvestments with the intent of improving competitiveness in significant businesses and enrichingoverseas business, utilizing these in an effort to improve profitability.
Dividends are generally provided twice per year at the interim and year-end, and to flexibly
implement dividends such as profit distribution to shareholders, the Company’s Articles ofIncorporation state that the body to determine dividends, etc., shall be the Board of Directors.
(Reference)
The Company’s “Corporate Governance Guidelines” set forth the following policy regarding
strategic holdings.
The Company holds strategic shares in other companies only when judged necessary forensuring smooth business operation or maintaining and enhancing mutual business
relations, after such factors as medium- to long-term economic rationality and prospectsof future business developments have been considered as a whole. The Company shallassess, as appropriate, the necessity of holding such shares, taking into consideration
benefits (including dividends etc.) and risks etc. of such holdings from a comprehensive
viewpoint.
At the Board of Directors meeting, each year, the Company shall assess its shareholding
policy for all listed shares it owns, in light of mid- to long-term economic rationality andsignificance to hold such shares for each individual issuer. According to such review, if
it becomes less necessary to hold a share by reason of changes in the business climate
etc., the Company shall sell such shares, as appropriate, taking into consideration theshare price, market trend etc.
Whether or not and how voting rights related to such strategically held shares are to be
exercised on a given proposal shall be decided by the relevant department having closebusiness relationship with such company for each specific proposal, from viewpoints ofwhether or not the proposal would help raise the mid- to long-term corporate value of thecompany in which the Company holds shares and promote the company’s sustainablegrowth or whether or not it would potentially harm the benefit of the Company.

Based on this policy, the Company annually checks the rationality of continuing to hold its
individual strategic holdings at meetings of the Board of Directors. As a result of such process,the number of listed stocks held by the Company was 103 as of March 31, 2015, but since thenthe Company subsequently sold stocks, and the number of listed stocks held at the end of the
fiscal year under review became 43 (50 at the end of the previous fiscal year).
The strategic holdings (including unlisted stocks and deemed holdings) held at the end of the
fiscal year under review account for 18.7% of total equity in the Group’s consolidated
statement of financial position.

50 / 57

Consolidated Financial Statements
Consolidated Statement of Financial Position(Millions of Yen)
(Reference)
142nd term
141st term
(As of(As ofMarch 31,
March 31,
2023)
2022)
Current assets:
1,762,884 1,812,642
Cash and cash equivalents
305,844
365,429
Trade and other receivables
603,161
720,422
Other financial assets
31,23723,991Inventories
744,474
651,358
Other current assets
70,67051,442
Subtotal
1,755,386 1,812,642
Assets held for sale—
7,498
AssetsNon-current assets:
Property, plant andequipment
Goodwill
Intangible assets
Investments accounted forusing equity method
Other financial assets
Retirement benefit asset
Deferred tax assets
Other non-current assets

Total assets

2,402,619

2,495,509

829,355

823,022

266,868
403,996244,517471,109402,980

289,968

313,115
99,25339,492
47,560474,899
89,53849,12153,335

4,165,503

4,308,151

Liabilities

Current liabilities:
Bonds and borrowings
Trade and other payables
Other financial liabilities
Income taxes payable
Provisions
Other current liabilities
Subtotal
Liabilities directly
associated with assets held
for sale(Reference)
142nd term
141st term
(As of(As ofMarch 31,
March 31,
2023)
2022)
1,278,367 1,173,491
396,903261,280
515,865
551,583
74,931
84,137
31,772
24,515129,030
129,709
128,060
122,267
1,276,561 1,173,491
1,806

—

Non-current Liabilities:
1,397,947
Bonds and borrowings
1,064,463
Other financial liabilities
98,594Retirement benefit liabilities
26,427
Provisions
38,443
Deferred tax liabilities
101,164
Other non-current liabilities
68,856

1,432,683
1,089,190
101,718
33,09136,502
101,299
70,883

Total liabilities
EquityEquity attributable toowners of the parent:
Share capital
Capital surplus
Retained earnings
Treasury shares
Other components of equity
Other comprehensive
income associated withassets held for sale

2,676,314

2,606,174

1,171,192

1,218,101

89,810—891,552(8,349)
197,830

89,69927,089974,382(8,343)
135,274

349—

Non-controlling interests

317,997

483,876

Total equity
Total liabilities and equity

1,489,189
4,165,503

1,701,977
4,308,151

51 / 57

Consolidated Statement of Profit or Loss
(Millions of Yen)
142nd term
(April 1, 2022 toMarch 31, 2023)(Reference)
141st term
(April 1, 2021 toMarch 31, 2022)

2,895,283

2,765,321(2,074,357)(1,891,458)

820,926

873,863(878,261)(690,860)

Other operating income

69,227

10,533

Other operating expenses(36,079)(20,713)

Share of profit (loss) of investments accounted
for using the equity method(6,797)42,180Operating income (loss)(30,984)

215,003

Finance income

70,83659,194

Finance expenses(39,621)(23,061)

Income before taxes

231

251,136(47,096)(64,699)(46,865)

186,437

6,987

162,130(53,852)

24,307(46,865)

186,437

Sales revenue
Cost of sales
Gross profit
Selling, general and administrative expenses

Income tax expenses
Net income (loss)

Net income (loss) attributable to:
Owners of the parent
Non-controlling interests
Net income (loss)

52 / 57

Consolidated Statement of Changes in Equity(From April 1, 2022 to March 31, 2023)
Balance at April 1, 2022
Net income (loss)
Other comprehensive
incomeTotal comprehensive income
Issuance of new shares
Purchase of treasury shares
Disposal of treasury shares
Dividends
Loss of control ofsubsidiaries
Transactions with noncontrolling interests
Transfer from othercomponents of equity toretained earnings
Other changes
Transfer to othercomprehensive income
associated with assets held
for saleTransfer of negativebalance of other capitalsurplus
Total transactions withownersBalance at March 31, 2023

(Millions of Yen)

Equity attributable to owners of the parent
Share capital
Capital surplus
Retained earnings
89,69927,089974,382
6,987

—
111

—
111

6,987

Treasury shares(8,343)—(6)
0

0(42,514)513(88,037)
13,672(603)(48)

61,440(61,440)

111(27,089)(89,817)(6)

89,810—891,552(8,349)53 / 57

Equity attributable to owners of the parent
Other components of equity
Remeasurementsof financial assets
measured at fair Remeasurements
Cash flow
value throughof defined
hedgesotherbenefit planscomprehensive
incomeBalance at April
1, 2022
Net income(loss)
Other
comprehensive
incomeTotal
comprehensive
incomeIssuance of newsharesPurchase oftreasury shares
Disposal oftreasury shares
Dividends
Loss of controlof subsidiaries
Transactions
with noncontrollinginterests
Transfer fromothercomponents ofequity toretainedearnings
Other changes
Transfer toothercomprehensive
incomeassociated withassets held forsaleTransfer ofnegativebalance of othercapital surplus
Total transactions
with owners
Balance at March
31, 2023

82,682—(8,735)

Exchangedifferences ontranslation offoreign
operations
61,327

Total

135,274

1,218,101—

6,987
77,090

4,550

9,163

8,204

55,17377,090

4,550

9,163

8,204

55,17377,090(505)(4,509)(8)(9,163)

(349)

Other
Equitycomprehensive
incomeattributable toassociated with owners of theassets held forparentsale—

84,077

—

222

—

(6)

—

0

—

(42,514)

(513)

—

—

(88,037)(13,672)

—

—

(651)

(349)

349

—

—

—

(5,363)(9,163)(8)—(14,534)

349(130,986)

81,869—(539)

116,500

197,830349

1,171,192

54 / 57

Balance at April
1, 2022
Net income(loss)
Other
comprehensive
incomeTotal
comprehensive
incomeIssuance of newsharesPurchase oftreasury shares
Disposal oftreasury shares
Dividends
Loss of controlof subsidiaries
Transactions
with noncontrollinginterests
Transfer fromothercomponents ofequity toretainedearnings
Other changes
Transfer toothercomprehensive
incomeassociated withassets held forsaleTransfer ofnegativebalance of othercapital surplus
Total transactions
with owners
Balance at March
31, 2023

Non-controllinginterests

Total equity

483,876

1,701,977(53,852)(46,865)

35,402

112,492(18,450)

65,627222(6)
0(13,962)(56,476)—(133,467)(221,504)

—

(651)

—

—
(147,429)(278,415)

317,997

1,489,189

55 / 57

Non-consolidated Financial Statements(Millions of Yen)

Non-consolidated Balance Sheet
AssetsCurrent assets:
Cash on hand and in banks
Trade notes receivable
Trade accounts receivable
Merchandise and finished
goodsWork in process
Raw materials and supplies
Non-trade accounts
receivable
Other
Allowance for doubtfulreceivables
Non-current assets:
Property, plant andequipment:
Buildings
Structures
Machinery and equipment
VehiclesTools and furniture
Land
Leased assets
Construction in progress(Reference)
142nd term
141st term
(As of March(As of March
31, 2023)
31, 2022)

611,973
5,821
1,772
232,010

541,984
9,077
1,893
228,279

210,671

159,041

2,059
66,884

1,734
57,996

83,59069,004

14,93921,248(5,773)(6,289)1,160,955 1,198,140
258,217259,877

47,73428,03588,609268
10,74747,73824
35,06447,83928,975
106,878
301
9,966
47,67927
18,212

23,660174
17,301
1,422
4,762

24,078272
16,9001,520
5,386

879,078

914,185

74,387112,109622,637

416,747

590

566

50,156

108,581Long-term loans receivable

38,775

166,507

Long-term prepaid expenses
Prepaid pension expense
Other
Allowance for doubtfulreceivables

14,04372,6096,495

14,56664,85930,940

(615)

(690)

Intangible assets:
PatentSoftware
Goodwill
Other
Investments and other noncurrent assets:
Investment securities
Investments in subsidiaries
and affiliates
Investments in capital
Investments in subsidiaries
and affiliates’ capital

Total assets

1,772,927 1,740,123

Liabilities
Current liabilities:
Trade notes payable
Trade accounts payable
Short-term borrowing
Bonds due within one year
Commercial paper
Non-trade accounts payable
Accrued expenses
Deposits received
Reserve for bonuses
Reserve for repairs
Reserve for removal cost of
property, plant and equipment
Other
Non-current Liabilities:
Bonds
Long-term borrowing due
after one year
Deferred tax liabilities
Long-term deposits received
Long-term advances received
Reserve for removal cost of
property, plant and equipment
Reserve for environmental
measures
Reserve for repairs
Reserve for loss on businessof subsidiaries and affiliates
Other(Reference)
142nd term
141st term
(As of March(As of March
31, 2023)
31, 2022)

554,651
3,017
152,961
159,361
30,00045,00078,97913,37847,143
10,1007,315

509,982
1,714
128,706
189,314—
10,00087,09012,51649,262
13,00011,312

1,386

1,519

6,012
840,278
460,000

5,549
861,352
490,000

333,080

320,215

19,233
7,250
7,466

19,147
7,284
9,291

8,692

6,788

1,304

1,296

1,225

1,183

11

—

2,017

6,148

Total liabilities
1,394,929 1,371,334
Net assets
Shareholders’ equity:349,668
341,522
Common stock
89,81089,699
Capital surplus:
23,80923,698Additional paid-in capital
23,806
23,695
Other capital surplus
22
Retained earnings:
244,398
236,468
Legal reserve
21,361
21,361Other retained earnings
223,038
215,107
General reserve
130,000
130,000
Retained earnings brought
93,038
85,107
forwardTreasury stock(8,349)(8,343)
Valuation and translation
28,33027,267
adjustments:
Valuation difference on
28,81135,640available-for-sale securities
Deferred gains on hedges(480)(8,374)
368,789
Total net assets
377,999
Total liabilities and net assets 1,772,927 1,740,123

56 / 57

Non-consolidated Statement of Income(Millions of Yen)

894,389
729,734
164,655
156,802
7,853
83,44755,02821,8706,549
21,771
7,793
8,928
1,381
3,669
69,52912,974
7,226
4,353
1,395
30,04516,309(Reference)
141st term
(April 1, 2021 toMarch 31, 2022)
797,358
632,668
164,690
150,158
14,53273,94049,54919,458
4,933
19,984
7,146
6,349
1,322
5,167
68,488
6,124
6,124
–
–
17,159
3,617

6,345

7,257

4,390
1,829

2,498
2,452

1,173

–

–
52,458709
1,305
50,444

1,336
57,453
2,302(6,585)61,736

142nd term
(April 1, 2022 toMarch 31, 2023)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividend income
Foreign exchange gain
Other income
Non-operating expenses
Interest expense
Derivative losses
Cost of inactive facilities
Other expenses
Ordinary income
Special gains
Gain on sale of investment securities
Gain on sale of non-current assets
Gain on extinguishment of tie-in shares
Special losses
Impairment loss
Loss on disposal of property, plant andequipment
Loss on valuation of investment securities
Loss on related business
Loss on sale of shares of subsidiaries andassociates
Loss on valuation of inventories
Income before income taxes
Income taxes – current
Income taxes – deferred
Net income

NOTES:
1. Business report is listed as follows:(1) Fractions less than 0.1 billion yen or 1 million yen have been rounded to the nearest 0.1 billion
yen or million yen.
(2) Stock prices listed in units of 1,000 are shown rounded down to the nearest 1,000 shares.
2. Fractions less than 1 million yen have been rounded to the nearest million yen with respect to theConsolidated Financial Statements, the Consolidated Statement of Profit or Loss, theConsolidated Statement of Changes in Equity, the Non-consolidated Financial Statements, andthe Non-consolidated Statement of Income.
57 / 57