Note: This English translation is only a part of the original Japanese Notice of Convocation of the 62nd Annual General Meeting of
Shareholders and in particular does not include the translation of the annex (the Business Report, the Financial Statements(consolidated and non-consolidated) and the Audit Reports). In addition, this document has been translated from a part of theJapanese original for reference purposes only. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

To our shareholders:(Securities Code 7970)
June 1, 2022
Yoshiaki Ono
President and Chief Executive Officer
Shin-Etsu Polymer Co., Ltd.
1-9 Kanda-Sudacho, Chiyoda-ku, Tokyo

Notice of Convocation of the 62nd Annual General Meeting of Shareholders
You are hereby notified that the 62nd Annual General Meeting of Shareholders of Shin-Etsu Polymer Co., Ltd. (the“Company”; and this meeting, this “Meeting”) will be held as described below.
Instead of attending this Meeting in person, you may exercise your voting rights in writing or via the Internet, etc.
Please review the Reference Documents for the Meeting of Shareholders attached hereto and exercise your voting
rights by no later than 5:35 p.m. on Wednesday, June 22, 2022 (Japan Standard Time).
1. Date and Time: Thursday, June 23, 2022, at 10:00 a.m. (Japan Standard Time; reception begins at 9:00 a.m.)
2. Venue:
Station Conference Manseibashi, 4th Floor of JR Kanda Manseibashi Building
1-25 Kanda-Sudacho, Chiyoda-ku, Tokyo
3. Agenda:
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the
Accounting Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the
62nd fiscal year (From April 1, 2021 to March 31, 2022)
2. Report on the Non-consolidated Financial Statements for the 62nd fiscal year (From April 1, 2021 to March
31, 2022)
Matters to be resolved:
Proposal No. 1:
Dividends from Surplus
Proposal No. 2:
Amendments to the Articles of Incorporation
Proposal No. 3:
Delegation to the Board of Directors of the Company of Determination of Subscription
Requirements for Stock Acquisition Rights to Be Issued as Stock Options to Executive
Officers and Employees of the Company and Directors of Subsidiaries of the Company
4. Predetermined Items Related to the Convocation of this Meeting(1) If you do not indicate your approval or disapproval for any proposal on the Voting Form, you will be deemed
to have approved that proposal.
(2) If you exercise your voting rights multiple times, both by returning the Voting Form and by electromagnetic
means (via the Internet, etc.), only the voting by electromagnetic means (via the Internet, etc.) will be deemed
effective.
(3) If you exercise your voting rights multiple times by electromagnetic means (via the Internet, etc.), only thelast vote will prevail.
-Any modification that may be required in the Reference Documents for the Meeting of Shareholders, Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements will be published via the Internet on the website of the Company.
Website of the Company: https://www.shinpoly.co.jp/- You are kindly requested to present the enclosed Voting Form to the receptionist when you attend this Meeting in person.

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Proposal No. 1:

Dividends from Surplus

The Company proposes the dividends from surplus as follows:
The Company considers the return of profits to shareholders to be one of the most important management priorities.
With the objective of increasing corporate value through a strengthening of its corporate foundation and sustainablegrowth, the basic policy of the Company is to continue paying stable dividends on a medium-term basis in line withbusiness results, while at the same time securing funds for the soundness of financial strength, R&D investment,
investments for production facilities, M&A, etc.
As for the year-end dividend for the 62nd fiscal year, in comprehensive consideration of the business performanceand future business developments, etc., the Company proposes to pay a dividend of ¥14 per share. As a result, theannual dividend will total ¥26 per share, including the interim dividend paid of ¥12 per share, which is ¥6 higher
than that for the previous fiscal year.
Matters concerning year-end dividend:(1) Type of dividend property
Cash(2) Matters concerning allocation of dividend property to shareholders and the total amount thereof¥14 per share of common stock of the Company totaling ¥1,128,146,138(3) Effective date of dividend from surplus
June 24, 2022-2-

Proposal No. 2:

Amendments to the Articles of Incorporation

1. Reason for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced from September 1, 2022, theCompany asks for the shareholders’ approval to make the following changes to its Articles of Incorporation in
preparation for the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format.
(1) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes reference documents for the general meeting ofshareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
Details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.

(Newly Established)(Amendments are underlined.)
Proposed amendments(Deleted)(Measures for Providing Information in Electronic Format, etc.)
Article 16
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes reference documents for thegeneral meeting of shareholders, etc. in electronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

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Current Articles of Incorporation(Newly Established)

Proposed amendments
Supplementary Provisions(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1
1 The deletion of Article 16 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
and the establishment of the new Article 16 of the Articles
of Incorporation (Measures for Providing Information inElectronic Format, etc.) shall be effective from September
1, 2022.
2 Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from September 1, 2022.
3 The provisions of this Article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

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Proposal No. 3:

Delegation to the Board of Directors of the Company of Determination of Subscription
Requirements for Stock Acquisition Rights to Be Issued as Stock Options to Executive Officers
and Employees of the Company and Directors of Subsidiaries of the Company

The Company asks for the shareholders’ approval to delegate to the Board of Directors of the Company thedetermination of the subscription requirements for stock acquisition rights to be issued as stock options to Executive
Officers and employees of the Company and directors of subsidiaries of the Company in accordance with theprovisions of Articles 236, 238 and 239 of the Companies Act.
1. Reasons for issuing stock acquisition rights with particularly favorable terms and conditions:
For the purpose of further enhancing the willingness and morale to contribute to the long-term increase of
corporate value of the Company’s group, and seeking to increase the corporate value of the Company’s group,
the Company would like to issue stock acquisition rights to Executive Officers and employees of the Company
and directors of subsidiaries of the Company without requiring any payment of money.
2. Features and the maximum number of stock acquisition rights, etc. for which the Board of Directors will beauthorized to determine subscription requirements, based on the matters to be determined at this Meeting:(1) The maximum number of stock acquisition rights for which the Board of Directors will be authorized todetermine subscription requirements based on the delegation
The maximum number of stock acquisition rights specified in item (3) below shall be four thousand (4,000).
The maximum total number of shares of common stock of the Company to be delivered upon exercise ofstock acquisition rights shall be four hundred thousand (400,000). If the number of shares to be granted isadjusted as prescribed in item (3) below, however, the adjusted number of shares to be granted shall be theproduct of the number of shares to be granted after adjustment multiplied by the above-mentioned
maximum number of stock acquisition rights.
(2) No payment of money shall be required for the stock acquisition rights for which the Board of Directors
will be authorized to determine subscription requirements based on the delegation.
(3) Features of stock acquisition rights for which the Board of Directors will be authorized to determine
subscription requirements based on the delegation(a) Class and number of shares underlying stock acquisition rights
The class of shares underlying stock acquisition rights shall be common stock and the number ofshares underlying each stock acquisition right (hereinafter referred to as the “Number of Shares to
Be Granted”) shall be one hundred (100).
If, however, the Company either effects a share split of its common stock (including allotment of its
shares of common stock without contribution; the same shall apply to the share split describedhereinafter) or effects a consolidation of its shares of common stock, after the date of resolution of
the Meeting of Shareholders (hereinafter referred to as the “Resolution Date”), the Number of Shares
to Be Granted shall be adjusted according to the formula described below. Fractions of less than one
share resulting from such adjustments shall be rounded down.
Number of Shares to Be
Granted after adjustment(b)=

Number of Shares to Be
Granted before adjustmentx

Ratio of share split or shareconsolidation

In addition to the above, if, after the Resolution Date, any event that would force the Company toadjust the Number of Shares to Be Granted occurs, the Company shall make appropriate adjustments
to the Number of Shares to Be Granted within a reasonable range.
Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of assets to be contributed upon the exercise of each stock acquisition right shall be theamount obtained by multiplying the amount to be paid in for one (1) share to be delivered upon
exercise of stock acquisition rights (hereinafter referred to as the “Exercise Price”) by the Number of
Shares to Be Granted.
The Exercise Price shall be the higher of either the amount obtained by multiplying 1.025 to theaverage of daily closing price of the common stock of the Company in regular trading on the Tokyo
Stock Exchange (hereinafter referred to as the “Closing Price”) during the month (excluding dates on
which no trade is made) immediately prior to the month containing the date on which stockacquisition rights are allotted (hereinafter referred to as the “Allotment Date”) , with any fractions ofless than ¥1 to be rounded up; or the Closing Price on the Allotment Date (or in the event that there-5-

is no Closing Price on that date, the Closing Price on the immediately preceding day on which theCompany’s common stock were traded).
If the Company effects either a share split or a consolidation of its shares of common stock after the
Allotment Date, the Exercise Price shall be adjusted according to the formula described below.
Fractions of less than ¥1 resulting from such adjustments shall be rounded up.
Exercise Price after
adjustment=

1

Exercise Price before
adjustmentx

Ratio of share split or shareconsolidation

If, after the Allotment Date, the Company issues new shares of common stock or disposes of sharesof treasury stock thereof of the Company at a price lower than the market price (excluding the saleof shares of treasury stock pursuant to the provisions of Article 194 of the Companies Act [“Demandfor Sale of Shares Less than One Unit by Holders of Shares Less than One Share Unit”], theconversion of securities that shall or may be converted to shares of common stock of the Company,
and the exercise of stock acquisition rights with which the delivery of shares of common stock of theCompany can be requested [including bonds with stock acquisition rights]), the Exercise Price shallbe adjusted according to the formula described below. Fractions of less than ¥1 resulting from suchadjustments shall be rounded up.
Exercise Price
Exercise Price
after=
beforex
adjustment
adjustment

(c)
(d)

(e)
(f)

Number of issued
shares+Number of newly
issued sharesxPayment amount
per share

Market price

Number of issued shares + Number of newly issued shares

In the formula above, “Number of issued shares” is the total number of shares of common stock
issued by the Company excluding the number of treasury shares of common stock owned by theCompany. In the case of the Company’s disposal of treasury stock, “Number of newly issued shares”
shall be replaced with “Number of shares of treasury stock to be disposed of.”
In addition to the above, if, after the Allotment Date, any event that would force the Company toadjust the Exercise Price occurs, the Company shall make appropriate adjustments to the Exercise
Price within a reasonable range.
Period during which stock acquisition rights may be exercised
From the day following the 2-year anniversary of the Allotment Date to March 31, 2028
Matters concerning increases in capital and capital reserves when shares are issued upon exercise ofstock acquisition rightsi.
The amount by which capital is to be increased by the issuance of shares upon exercise of stockacquisition rights shall be one-half of the maximum amount of increase in capital etc., which is
calculated in accordance with Article 17, paragraph 1 of the Corporate Accounting Rules.
Fractions of less than ¥1 resulting from such calculation shall be rounded up.
ii. The amount by which capital reserves are to be increased by the issuance of shares upon
exercise of stock acquisition rights shall be the amount obtained by subtracting the amount bywhich capital is to be increased as prescribed in (i) above from the maximum amount of increasein capital etc. described in (i) above.
Restriction on acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall be subject to the approval by a resolutionof the Board of Directors.
Conditions for exercise of stock acquisition rightsi.
If a person granted stock acquisition rights or his or her heir has waived the stock acquisitionrights, the stock acquisition rights cannot be exercised.
ii. If a person granted stock acquisition rights no longer falls under any of the following items, theperson granted stock acquisition rights may exercise stock acquisition rights not yet exercised
only until the earlier of the date two years after the person no longer falls under any of thefollowing items or March 31, 2028.
a.
A Director or Audit & Supervisory Board member, Executive Officer, employee, adviser,counselor or temporary employee of the Companyb.
A director or audit & supervisory board member or employee of a subsidiary of theCompany or a subsidiary of the Company’s parent company
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iii.

(g)

(h)

An heir of a person granted stock acquisition rights may exercise the stock acquisition rights
for only six months (up until March 31, 2028) from the day the stock acquisitions rights weresucceeded to in accordance with the provisions of the Civil Code.
iv. Other conditions are as set forth in the agreement for allotment of stock acquisition rights
concluded between the Company and the person granted stock acquisition rights, based on a
resolution made by the Board of Directors of the Company.
Provisions for acquisition of stock acquisition rights
i.
In the event that a proposal for a merger agreement under which the Company will not be thesurviving company, a proposal for a company split agreement or company split plan underwhich the Company will become a splitting company, or a proposal for a share exchange
agreement or share transfer plan under which the Company will become a wholly-owned
subsidiary is approved at a shareholders’ meeting of the Company (or, in any of the above cases,
when approval at a shareholders’ meeting of the Company is not required and approval at a
Board of Directors’ meeting is granted), the Company may acquire the stock acquisition rights
without consideration on the date separately specified by the Board of Directors of the Company.
ii. If a person granted stock acquisition rights or his or her heir can no longer exercise the stockacquisition rights pursuant to (f) above, the Company may acquire the stock acquisition rights
without consideration on the date separately specified by the Board of Directors of the Company.
In the event where the Company engages in a merger (limited to the case where the Company ceases
to exist after the merger), absorption-type company split, incorporation-type company split, shareexchange or share transfer (hereinafter collectively referred to as the “Reorganization Actions”), theCompany shall deliver to the holders of the remaining stock acquisition rights at the time theReorganization Action takes effect (hereinafter referred to as the “Remaining Stock Acquisition
Rights”) the stock acquisition rights of the relevant stock companies listed in Article 236, paragraph
1, item (viii) - (a) through (e) of the Companies Act (hereinafter referred to as the “ReorganizedCompany”), in each case in accordance with the conditions set forth below. In this event, theRemaining Stock Acquisition Rights shall become extinct and new stock acquisition rights in the
Reorganized Company shall be issued. However, the foregoing shall be on the condition that deliveryof such stock acquisition rights by the Reorganized Company in accordance with the following
conditions is included in the absorption-type merger agreement, consolidation-type merger
agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan.
i.
Number of stock acquisition rights of the Reorganized Company to be delivered
The same number of such stock acquisition rights as the number of the Remaining Stock
Acquisition Rights possessed by each holder of the Company’s stock acquisition rights shall bedelivered.
ii. Class of shares of the Reorganized Company underlying stock acquisition rights
The class of shares underlying stock acquisition rights shall be common stock of theReorganized Company.
iii. Number of shares of the Reorganized Company underlying stock acquisition rights
The number of shares shall be determined in the same manner as (a) above taking into
consideration the conditions and other factors concerning the Reorganization Actions.
iv. Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of assets to be contributed upon exercise of each stock acquisition right to bedelivered shall be the amount obtained by multiplying the amount to be paid in after
reorganization, which is adjusted taking into consideration the conditions and other factors
concerning the Reorganization Actions, by the number of shares underlying the relevant stockacquisition rights as determined in accordance with (iii) above.
v.
Period during which stock acquisition rights may be exercisedThis period shall commence either on the starting date of the period for exercising stockacquisition rights specified in (c) above or on the date on which the Reorganization Action
comes into effect, whichever is later, and end on the expiry date of the period for exercisingstock acquisition rights specified in (c) above.

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vi.

(i)
(j)

Matters concerning increases in capital and capital reserves when shares are issued upon
exercise of stock acquisition rights
These matters shall be determined in the same manner as (d) above.
vii. Restriction on acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall be subject to the approval byresolution of the board of directors of the Reorganized Company.
viii. Conditions for exercise of stock acquisition rights
These conditions shall be determined in the same manner as (f) above.
ix. Provisions for acquisition of stock acquisition rights
These provisions shall be determined in the same manner as (g) above.
In cases where the number of shares to be delivered to the holders of the stock acquisition rights who
have exercised the stock acquisition rights includes any fractions of less than one (1) share, such
fractions shall be rounded down.
Other details with respect to stock acquisition rights
Other matters concerning stock acquisition rights and particulars not stipulated in the above shall beestablished by means of a resolution at a separately held Board of Directors’ Meeting.

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