June 21, 2024
For Immediate Release
Company Name:

Sumitomo Chemical Co., Ltd.

Representative:

Keiichi Iwata
President and Representative Director

Securities Code:

4005

Stock Exchange Listings:

Prime Section of the Tokyo Stock Exchange

Inquiries:

Shunji Kobayashi
General Manager
Corporate Communications Dept.
(Tel: +81-3-5201-0200)

Notice Regarding Issuance of New Shares as Restricted Stock Compensation
Sumitomo Chemical Co., Ltd. (the “Company”) hereby announces that the Board of Directors resolved at its meeting held
today to issue new shares (hereinafter the “New Share Issuance” or “Issuance”) as follows:
1. Outline of the Issuance(1)

Payment date

(2)

Class and number ofshares to be issued

July 19, 2024
768,463 shares of the Company’s common stock(3)

Issuance price

313 yen per share(4)

Total amount of issuance

240,528,919 yen(5)Allottees, number of

5 members of the Company’s Board of Directors (excluding Outside Directors):

allottees, and number of

304,282 sharesshares to be allotted

30 executive officers who are not concurrently serving as members of the Company’sBoard of Directors (excluding non-residents of Japan): 464,181 shares(6)

OtherThe New Share Issuance is conditional on the securities registration statement going
into effect in accordance with the Financial Instruments and Exchange Act.

2. Purpose and reasons for the issuance
The Company’s Board of Directors, at its meeting held on May 13, 2022, resolved to introduce the Restricted Stock
Compensation Plan (hereinafter the “Plan”) to incentivize members of the Company’s Board of Directors (excluding
Outside Directors) (hereafter “Applicable Board Members”) and executive officers not concurrently serving as members ofthe Board of Directors (excluding non-residents of Japan) (hereinafter, collectively with Applicable Board Members,“Eligible Officers”) to continually enhance the Company’s corporate value and bring the interests of the Eligible Officers
into even closer alignment with shareholders. Furthermore, at the 141st Ordinary General Meeting of Shareholders held on
June 23, 2022, it was approved that monetary claims of not more than 400 million yen per year shall be paid to Applicable
Board Members as compensation to be used as investment funds for the acquisition of restricted stock under the Plan
(hereinafter the “Restricted Stock Compensation”), that the total number of shares of the Company’s common stock newly
issued or disposed of by the Company under the Plan shall be not more than one million shares per year, and that thetransfer restriction period for restricted stock shall be the period from the date of allotment of shares of the Company’scommon stock under a restricted stock allotment contract to be concluded between the Company and Applicable Board

Members until a point immediately after the resignation from the position of a member of the Company’s Board ofDirectors or the position of an executive officer in the Company not concurrently serving as a member of the Company’s
Board of Directors.
The outline of the Plan is as follows.
Outline of the Plan
Eligible Officers shall pay in, as in-kind contribution of property, all monetary claims paid by the Company under the Planand receive shares of the Company’s common stock to be issued or disposed of. The amount of the monetary claims to be
paid in per share of such shares shall be decided by the Board of Directors based on the closing price of the Company’scommon stock on the Tokyo Stock Exchange on the last working day before the date of each resolution of the Board ofDirectors on such amount (or the closing price on the most recent previous trading day if there was no trading for theCompany’s common stock on that day), within such boundaries that the amount is not particularly advantageous to Eligible
Officers receiving such shares.
In addition, when shares of the Company’s common stock are issued or disposed of under the Plan, a restricted stock allotment
contract shall be concluded between the Company and Eligible Officers, the contents of which shall include the following:(i) Eligible Officers may not transfer to a third party, create a security interest in, or otherwise dispose of in any way, sharesof the Company’s common stock allotted by the Company under the restricted stock allotment contract for a certain periodof time; and (ii) upon the occurrence of certain events, the Company will acquire the shares of the Company’s common stock
without consideration.
Considering various factors, including the purpose of the Plan, the Company’s business conditions and the scope of individual
Eligible Officers’ duties, the Company has decided to pay monetary claims of 240,528,919 yen in total (hereinafter“Monetary Claims”) and grant 768,463 shares of the Company’s common stock in exchange for contribution in kind of theMonetary Claims for the purpose of further enhancing individual Eligible Officers’ motivation.
For the New Share Issuance, 35 Eligible Officers to whom such shares are to be allotted shall pay in, as in-kind contributionof property, all the Monetary Claims to the Company and receive such shares of the Company’s common stock through anallotment (hereinafter the “Allotted Shares”) under the Plan. The summary of the restricted stock allotment contract to beconcluded between the Company and Eligible Officers (hereinafter the “Allotment Contract”) for the New Share Issuance isprovided in 3 below.
3. Summary of the Allotment Contract(1) Transfer restriction period
In the period from July 19, 2024 (hereinafter the “Payment Date”) until a point immediately after the resignation fromthe position of a member of the Company’s Board of Directors or the position of an executive officer in the Company
not concurrently serving as a member of the Company’s Board of Directors (hereafter the “Transfer RestrictionPeriod”), each Eligible Officer may not transfer, create a security interest in, or otherwise dispose of (hereafter the“Transfer Restrictions”) the Allotted Shares received under the Allotment Contract.
(2) Treatment in the case of resignation
In the case of an Eligible Officer resigning from the position of a member of the Company’s Board of Directors or theposition of an executive officer in the Company not concurrently serving as a member of the Company’s Board ofDirectors before the expiration of the period from the start date of the Eligible Officer’s executing duties until a point
immediately before the conclusion of the first Ordinary General Meeting of Shareholders held after the start date (thatperiod, however, shall be replaced with the period from the start date of the 144th fiscal year until the last day of the144th fiscal year if the Eligible Officer is an executive officer not concurrently serving as a member of the Board ofDirectors; the same shall apply hereinafter) (hereafter the “Service Period”), the Company will automatically acquire,
without consideration, the Allotted Shares that have been allotted to such Eligible Officer for the relevant ServicePeriod, unless there is any appropriate reason for the resignation, including, but not limited to, the expiration of theterm of office or the death of the Eligible Officer.
(3) Removal of Transfer Restrictions and acquisition without consideration
On the condition that an Eligible officer, during the Service Period, continued to be either in the position of a memberof the Company’s Board of Directors or in the position of an executive officer in the Company not concurrently
serving as a member of the Company’s Board of Directors, the Company shall remove the Transfer Restrictions fromall the Allotted Shares as of the time when the Transfer Restriction Period expires.
In a case, however, in which the relevant Eligible Officer resigns from the position of a member of the Company’sBoard of Directors or the position of an executive officer in the Company not concurrently serving as a member of theCompany’s Board of Directors before the expiration of the Service Period for an appropriate reason, including, but
not limited to, the expiration of the term of office or the death of the Eligible Officer, the Transfer Restrictions will beremoved, at a point immediately after the resignation, for the number of Allotted Shares calculated by multiplying thenumber of Allotted Shares held at the time of resignation by the number obtained resulting from by dividing thenumber of months from the month including the Payment Date(however, shall be replaced with the start date of the144th fiscal year if the Eligible Officer is an executive officer not concurrently serving as a member of the Board ofDirectors. The same shall apply hereinafter.) through the month including the date of resignation by the number ofmonths pertaining to the Service Period (provided that any resulting fraction of less than 1 share shall be roundeddown).
In addition, at the expiration of the Transfer Restriction Period, the Company will automatically acquire, without
consideration, those Allotted Shares for which the Transfer Restrictions have not been removed. Moreover, in casesthat fulfill certain conditions set forth in the Allotment Contract, such as where an Eligible Officer has committed amaterial breach of laws or regulations, the Company’s internal regulations, or the Allotment Contract, and suchbreach has been recognized by the Company’s Board of Directors, the Company may acquire, without consideration,
all the Allotted Shares, including those for which the Transfer Restrictions have already been removed.
(4) Treatment in cases such as organizational restructuringIf, during the Transfer Restriction Period, a merger contract under which the Company will be a merged company, astock-for-stock exchange agreement under which the Company will become a wholly-owned subsidiary, a sharetransfer plan, or any other organizational restructuring is approved by the Company’s shareholders at a General Meetingof Shareholders (or by the Company’s Board of Directors in a case in which the relevant organizational restructuring
does not require approval by the Company’s shareholders at a General Meeting of Shareholders), then by resolution ofthe Company’s Board of Directors, the Transfer Restrictions shall be removed, immediately before the working daybefore the effective date of the relevant organizational restructuring, for the number of Allotted Shares calculated bymultiplying the number of Allotted Shares held at the time of approval by the number obtained resulting from bydividing the number of months from the month including the Payment Date through the month including the date ofapproval by the number of months pertaining to the Service Period (if the quotient so obtained is greater than 1, it shallbe 1) (provided that any resulting fraction of less than one share shall be rounded down). In addition, immediately afterthe Transfer Restrictions are removed, the Company will automatically acquire, without consideration, all the Allotted
Shares for which the Transfer Restrictions have not been removed.
(5) Administration of shares
During the Transfer Restriction Period, the Allotted Shares will be administered in dedicated accounts with Nomura
Securities Co., Ltd. opened by Eligible Officers so that Eligible Officers will not be able to transfer, create a security
interest in, or otherwise dispose of the Allotted Shares during the Transfer Restriction Period. The Company has
concluded a contract with Nomura Securities Co., Ltd. concerning the administration of accounts for the Allotted Shares
held by Eligible Officers in order to ensure the effectiveness of the Transfer Restrictions and other terms and conditions
concerning the Allotted Shares. Eligible Officers shall agree on the terms and conditions for the administration of suchaccounts.

4. Basis for calculation of the amount to be paid in and specifics thereof
The New Share Issuance to the allottees shall be effected upon the contribution of monetary claims paid as Restricted Stock
Compensation for the 144th fiscal year of the Company under the Plan. The issuance price is set at 313 yen, which is theclosing price (312.1 yen) rounded up to the first decimal place the Company’s common stock on the Tokyo Stock Exchange’sPrime Section on June 20, 2024 (the working day immediately before the date of the Board of Directors’ resolution), in order
to exclude arbitrariness. This is the market price of the Company’s common stock immediately before the date of the Boardof Directors’ resolution, and the Company considers the price to be reasonable and not a particularly advantageous price.