Articles of Incorporation(March, 2023)

SUMITOMO CHEMICAL COMPANY,LIMITED

English translation (for reference only)

ARTICLES OF INCORPORATIONOFSUMITOMO CHEMICAL COMPANY, LIMITEDCHAPTER I - GENERAL PROVISIONS
Article 1 (Trade Name)
The Company shall be called “Sumitomo Kagaku Kabushiki Kaisha” and in English,“SUMITOMO CHEMICAL COMPANY, LIMITED.”
Article 2 (Location of Head Office)
The Company shall have its head office in Chuou-ku, Tokyo.
Article 3 (Purposes)
The purposes of the Company shall be to engage in the following activities:
1.
Manufacture, process, sale and purchase of the following products;(1)
inorganic and organic industrial chemicals, fertilizers, and gases forindustrial use;(2)synthetic resins, synthetic rubbers, and other petrochemical products
and polymers;(3)dyes and other various fine chemicals ;(4)insecticides, fungicides, herbicides and other pesticides;(5)
drugs, quasi-drugs, veterinary drugs, diagnostic products, medical
equipment and appliances, medical materials, animal feeds, animal
feed additives, enzymes and food additives;(6)
light metals, rare metals, and other various metals and rare earthes,and compounds thereof;(7)
carbon fibers and other various fibers, composites and ceramics, andingredients thereof;(8)electronic devices and components, and materials thereof;(9)
materials for civil engineering and construction, materials for housing,and materials for agriculture and horticulture;(10) any materials relating to any of the foregoing products; and(11) any processed goods of any of the foregoing products;
2.
Export and import of the products listed in the preceding item;
3.
Production, processing, sale, purchase, export and import of foods, seeds,seedlings and agricultural and marine products;
4.
Research, investigation, design, manufacture, construction, sale andpurchase of machinery, equipment, systems and devices for the chemicalindustry, food industry, nuclear industry, electronic industry, environmental
protection, agriculture and horticulture and other various purposes, andundertaking of the operation, maintenance and others, and provision of thetechnical guidance in respect thereof;
5.
Provision of the technical guidance and development, manufacture, sale andpurchase of the equipment and devices in respect of medical care, healthcare
and gymnastics, and management of the systems and facilities in respect
thereof;6.
Chemical analysis and other various analyses, tests and examinations, andundertaking of the investigation and provision of the technical guidance inrespect thereof;

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Undertaking of the collection and processing of information, anddevelopment of the systems relating thereto, provision of the technicalguidance and provision of various information;
Design, construction and supervision of various construction works, andprovision of the technical guidance in respect thereof;
Sale, purchase, lease and management of land and buildings;
Worker dispatch businesses and job placement businesses;
Non-life insurance agency and life insurance solicitation;
Cargo transportation by truck, cargo forwarding, domestic marinetransportation, harbor transportation and warehousing;
Collection, transportation, disposal and re-use or recycling of industrial
wastes and non-industrial wastes;
Supply of electricity;
Refinement, processing, purchase and sale, and export and import ofpetroleum and other mineral resources and by-products thereof; andAny and all businesses incidental to any of the foregoing items.

Article 4 (Governing Bodies of the Company)
In addition to the General Meeting of Shareholders and Directors, the Company
shall have the following:
1.
Board of Directors,
Audit & Supervisory Board Members,
2.
Audit & Supervisory Board, and3.
4.
Accounting Auditors.
Article 5 (Method of Public Notice)
Public notices by the Company shall be given electronically; provided, however, that
if public notice cannot be given electronically due to an accident or for otherunavoidable causes, it shall be given by publication in the Japanese newspaper, theNihon Keizai Shinbun.
CHAPTER II - SHARESArticle 6 (Total Number of Shares Authorized to Be Issued and Number of Voting
Unit (tangen) Shares)(i)
The total number of shares authorized to be issued by the Company shall befive-billion (5,000,000,000) shares.
(ii)
Number of the Company’s voting unit (tangen) shares shall be 100 shares.
Article 7 (Record Date)(i)
The shareholders whose names are recorded on the list of shareholders(including the list of substantial shareholders hereinafter) as of the last dayof each fiscal year (jigyounendo) shall be deemed by the Company to be theshareholders who are entitled to exercise their rights at the Ordinary General
Meeting of Shareholders in respect of such fiscal year (jigyounendo).
(ii)
In addition to the preceding paragraph, if it is necessary, the Company may
temporarily establish a record date with the prior public notice by aresolution of the Board of Directors.

-2-Article 8 (Claim for Additional Purchase by Shareholders Having Shares Less than
One Voting Unit)
The shareholder of the Company may make a claim to the Company for selling such
number of shares that shall, together with the shares constituting less than onevoting unit (tangen), constitute a voting unit (tangen) in accordance with the sharehandling regulation.
Article 9 (Administrator of Shareholders’ Register)(i)
The Company shall have an administrator of the shareholders’ register .
(ii)
The administrator of the shareholders register and its place of business shallbe designated by a resolution of the Board of Directors and shall beannounced by public notice.
(iii)
The preparation and keeping of the list of shareholders and the register ofshare purchase warrants, and other affairs related thereto shall be entrusted
to the administrator of shareholders register , and the Company shall nothandle such affairs.
Article 10 (Handling of Shares)
The handling of the shares of the Company and commission fee thereof shall beprescribed by the share handling regulation set by the Board of Directors
CHAPTER III - GENERAL MEETINGS OF SHAREHOLDERS
Article 11 (Time of Meeting)(i)
The Ordinary General Meeting of Shareholders of the Company shall be heldin June of each year.
(ii)
In addition to the preceding paragraph, if it is necessary, an Extraordinary
General Meeting of Shareholders shall be held.
Article 12 (Place of Meeting)
The General Meeting of Shareholders shall be held at the location of the head office,at a location adjacent thereto, at Osaka-shi, or at a location adjacent thereto.
Article 13 (Chairperson)
The President shall preside over the General Meeting of Shareholders. In the caseof an inability of the President to so preside, any one of the other Directors shall act
in his/her place in accordance with an order previously determined by resolution ofthe Board of Directors.
Article 14 (Measures etc., for Electronic Provision of Materials for General Meetingsof Shareholders)(i)
The Company shall, when convening a General Meeting of Shareholders,provide information contained in the reference materials for the General
Meeting of Shareholders, etc. electronically.
(ii)
Among the matters to be provided electronically, the Company may choose
not to include all or part of the matters stipulated in the Ordinance of theMinistry of Justice in the paper copy to be sent to shareholders who haverequested it by the record date for voting rights.

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Article 15 (Requirements of Resolution)(i)
Resolutions of General Meetings of Shareholders shall be made by a majorityof the votes of the shareholders present, unless otherwise provided in laws orthese Articles of Incorporation.
(ii)
Resolutions of General Meetings of Shareholders as provided for in paragraph
2, Article 309 of the Corporate Law shall be made by the majority of twothirds (2/3) or more of the votes of the shareholders present, whichshareholders shall collectively have not less than one-third (1/3) of the voting
rights held by the shareholders having the right to vote.
Article 16 (Exercise by Proxy of a Voting Right)
Any shareholder of the Company may exercise his/her voting right by appointing
one proxy who is another shareholder of the Company having the right to vote.
However, such shareholder or proxy shall submit to the Company a document
certifying his/her authority.
CHAPTER IV - DIRECTORS AND BOARD OF DIRECTORS
Article 17 (Number of Directors)
The Company shall have not more than fifteen (15) Directors.
Article 18 (Election of Directors)(i)
A resolution for the election of Directors shall be made by a majority of thevotes of the shareholders present at a General Meeting of Shareholders at
which the shareholders having not less than one-third (1/3) of the voting
rights held by the shareholders having the right to vote shall be present.
(ii)
A resolution for the election of Directors shall not be made by cumulativevoting.
Article 19 (Term of Office of Directors)
The term of office of a Director shall expire at the time of termination of an Ordinary
General Meeting of Shareholders with respect to the last fiscal year ending withinone (1) year from his or her election.
Article 20 (Notice to Convene Board of Directors’ Meeting)
A convocation notice for each Board of Directors’ Meeting shall be dispatched toeach Director and each Audit & Supervisory Board Member at least three (3) days
before the scheduled date of such meeting; provided, however, that such period may
be shortened in case of urgency.
Article 21 (Representative Directors, etc.)(i)
The Board of Directors shall designate one (1) or more Representative
Director(s) by its resolution.
(ii)
The Board of Directors shall designate one (1) President from among theDirectors or Executive Officers by its resolution.
(iii)
The Board of Directors may appoint a Chairman and a Vice Chairman fromamong the Directors by its resolution.
Article 22 (Remuneration, etc. of Directors)
The remuneration, etc. of the Directors shall be determined by the resolution of aGeneral Meeting of Shareholders.

-4-Article 23 (Outside Directors’ Liability for Damages)
The Company may, pursuant to paragraph 1, Article 427 of the Corporate Law,enter into an agreement with an Outside Director to limit such Outside Director’s
liability for damages to the Company. However, the limit on the amount of liability
under such agreement shall be the amount stipulated in applicable laws.
Article 24 (Executive Officers)
The Board of Directors may elect Executive Officers by its resolution and have them
execute the business of the Company assigned to them.
CHAPTER V – AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT &SUPERVISORY BOARDArticle 25 (Number of Audit & Supervisory Board Members)
The Company shall have not more than six (6) Audit & Supervisory Board Members.
Article 26 (Election of Audit & Supervisory Board Members)
A resolution for the election of Audit & Supervisory Board Members shall be madeby a majority of the votes of the shareholders present at a General Meeting ofShareholders at which the shareholders having not less than one-third (1/3) of thevoting rights held by the shareholders having the right to vote shall be present.
Article 27 (Term of Office of Audit & Supervisory Board Members)(i)The term of office of an Audit & Supervisory Board Member shall expire atthe time of termination of the Ordinary General Meeting of Shareholders withrespect to the last fiscal year ending within four (4) years from his or herelection.
(ii)
The term of office of the Audit & Supervisory Board Member who was elected
and has assumed office as a substitute shall expire at the expiration of theterm of office of his/her predecessor.
Article 28 (Notice to Convene Audit & Supervisory Board Meeting)
A convocation notice for each Audit & Supervisory Board Meeting shall bedispatched to each Audit & Supervisory Board Member at least three (3) days before
the scheduled date of such meeting; provided, however, that such period may be
shortened in case of urgency.
Article 29 (Standing Audit & Supervisory Board Members)
The Audit & Supervisory Board shall appoint by its resolution one or more Standing
Audit & Supervisory Board Member(s).
Article 30 (Remuneration, etc. of Audit & Supervisory Board Members)
The remuneration, etc. of the Audit & Supervisory Board Members shall be
determined by the resolution of a General Meeting of Shareholders.
Article 31 (Outside Audit & Supervisory Board Members’ Liability for Damages)
The Company may, pursuant to paragraph 1, Article 427 of the Corporate Law,enter into an agreement with an Outside Audit & Supervisory Board Member tolimit such Outside Audit & Supervisory Board Member’s liability for damages to theCompany. However, the limit on the amount of liability under such agreement shallbe the amount stipulated in applicable laws.

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CHAPTER VI - CALCULATION
Article 32 (Fiscal Year)The fiscal year (jigyounendo) of the Company shall commence on the 1st day of April
each year and end on the 31st day of March of the next year.
Article 33 (Decision Making Body for Distribution of Surplus Funds, etc.)
Unless otherwise provided in laws, the Company shall determine the mattersprovided in each item of paragraph 1, Article 459 of the Corporate Law, such as thedistribution of surplus funds, by a resolution of the Board of Directors and not by aresolution of the General Meeting of Shareholders.
Article 34 (Record Date for Dividend Payment from Retained Earnings)(i)
The record date for the year-end dividend payment by the Company shall be
the 31st day of March of each year.
(ii)The record date for the interim dividend payment by the Company shall be
the 30th day of September of each year.
(iii)
In addition to the preceding two paragraphs, record dates may be set for
dividend payment from retained earnings.
Article 35 (Exclusion Period of Dividends)
In the event that dividends have not been received yet when three (3) full years havepassed from the date of commencement of payment, the Company shall be relievedof the obligation to make such payment.

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