Sumitomo Bakelite : Notice of the 133rd Ordinary General Meeting of Shareholders

(Securities code: 4203)

SUMITOMO BAKELITE CO., LTD.

5-8,Higashi-Shinagawa2-chome,

Shinagawa-ku, Tokyo, Japan

June 3, 2024

NOTICE OF THE 133RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby inform you of the 133rd Ordinary General Meeting of Shareholders ("Meeting") to be held at the time and location set forth below.

In convening this Meeting, we have taken measures for electronic provision of information that constitutes the Reference Documents for the Shareholders' Meeting ("Matters for Electronic Provision") and have posted such information as the "NOTICE OF THE 133RD ORDINARY GENERAL MEETING OF SHAREHOLDERS" and the "NOTICE OF THE 133RD ORDINARY GENERAL MEETING OF SHAREHOLDERS and Other Matters Regarding Measures for Electronic Provision (Matters Omitted in the Issued Written Document)" on the Company's website on the Internet. Therefore, shareholders are asked to review the materials by accessing the Company's website indicated below.

• The Company's websitehttps://www.sumibe.co.jp/english/ir/shareholder/index.html

In addition to the above website, the Matters for Electronic Provision have also been posted on the Tokyo Stock Exchange (TSE) website. Shareholders are, therefore, asked to access the TSE website (Listed Company Search) indicated below, enter and search the "Issue name (company name)" (SUMITOMO BAKELITE CO., LTD.) or "Code" (4203), select "Basic information" and "Documents for public inspection / PR information," and confirm the relevant information in "Notice of the General Meeting of Shareholders/ Materials for the General Meeting of Shareholders."

• The Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In case you do not attend the Meeting in person, you may exercise your voting rights in advance in writing or via the Internet. Please review the "Reference for the General Meeting of Shareholders" mentioned below and exercise your voting rights in writing or via the Internet by Monday, June 24, 2024 at 5:40 p.m.

Very truly yours,

Kazuhiko Fujiwara

Representative Director, President

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Notice

1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m.
2. Location:Conference room of the Company on the 20th floor of Tennoz Parkside Building, 5-8,Higashi-Shinagawa2-chome,Shinagawa-ku, Tokyo, Japan
3. Agenda of the Meeting:

Matters to be reported:	1.	The Business Report, Consolidated Financial Statements and Non-consolidated
		Financial Statements for the 133rd Fiscal Year (from April 1, 2023 through March
		31, 2024)
	2.	Results of audit on the 133rd Consolidated Financial Statements by the Accounting
		Auditor and the Board of Corporate Auditors
Matters to be resolved:
Proposal No. 1:	Appropriation of Surplus
Proposal No. 2:	Election of Nine (9) Directors
Proposal No. 3:	Election of One (1) Substitute Corporate Auditor

• From among the Matters for Electronic Provision, the "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements and the "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements are not included in the paper-based documents delivered to shareholders who have requested the delivery of such documents, pursuant to the laws, regulations, and Article 15 of the Company's Articles of Incorporation. Therefore, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in the documents provided to shareholders who have requested the delivery of paper-based documents constitute a portion of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Corporate Auditors and the Accounting Auditor to prepare the Audit Reports.
• Please be forewarned that, regarding the Matters for Electronic Provision, if a situation to be corrected occurs, we will post a notice to that effect, and the matters both before and after the revision on the Company's website and the TSE website indicated above on the Internet.
• The resolution result of this General Meeting of Shareholders will be posted on the Company's website indicated above following the conclusion of the Meeting.
  Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

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REFERENCE FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and references

Proposal No. 1 Appropriation of Surplus

The Company believes that returning profits to shareholders are paramount management issues while proactively enhancing corporate value, and as for the appropriation of surplus, we will pay stable and continuous dividends, while also taking care to secure funds for the investments in preparation for future business expansion and the strategic investments and M&As to ensure sustained growth. In line with the above policy, the Company proposes to pay a year-end dividend of 80 yen per share.

As a result, the annual dividend for this fiscal year will be increased by 20 yen per share from the previous fiscal year to 150 yen per share, including the interim dividend.

1. Class of dividend property Monetary payment
2. Matters related to the disbursement of dividend property and the total amount

Dividends: 80 yen per common share

Total amount: 3,725,180,000 yen

1. Effective date of the disbursement of dividends from surplus: June 26, 2024

Notes: The Company, by a resolution of the meeting of the Board of Directors held on January 31, 2024, conducted a share split at a ratio of 2 shares for every one common share, effective on April 1, 2024. Accordingly, concerning the above year-end dividend, as the record date is March 31, 2024, the Company will pay dividends based on the number of shares prior to the share split.

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Proposal No. 2 Election of nine (9) Directors

All of the nine (9) Directors will complete their terms of office at the conclusion of this Meeting. Accordingly, we propose that you elect the following nine (9) Directors.

The candidates for the positions are as follows:

Candidate	Name	Current position at the
No.	Company
		Representative
1	Kazuhiko Fujiwara	Director	Reappointment
		President
		Representative
		Director
2	Masayuki Inagaki	Reappointment
Executive Vice
		President
		Director
3	Takashi Kobayashi	Senior Managing	Reappointment
		Executive Officer
		Director
4	Keisuke Kurachi	Senior Managing	Reappointment
		Executive Officer
		Senior Managing
5	Shinichi Kajiya		New
Executive Officer
		Director
6	Toshiya Hirai	Managing Executive	Reappointment
		Officer
7	Kazuo Matsuda	Outside Director	Reappointment		Outside		Independent
8	Etsuko Nagashima	Outside Director	Reappointment		Outside		Independent
9	Hiroyuki Wakabayashi	-		New			Outside		Independent

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Candidate	(Name)
No. 1	Kazuhiko Fujiwara
	Reappointment
		Date of birth	March 2, 1958
		Number of Company shares held	33,369
		Attendance at Board of Directors' meetings
			13 times out of 13 meetings (100%)

Brief personal history, position, and responsibility at the Company

April 1980 Entered the Company

June 2009 Executive Officer of the Company

April 2013 Managing Executive Officer of the Company

June 2014 Director, Managing Executive Officer of the Company

April 2016 Director, Senior Managing Executive Officer of the Company

June 2018 Representative Director, President of the Company (to the present)

[Reasons for selecting as a candidate for Director]

Mr. Kazuhiko Fujiwara possesses experience and achievements in the Company's overall businesses. He has led the core management of the Company for many years as Director. Since assuming the office as Representative Director and President in June 2018, he has provided leadership and taken the initiative in the Company's business. Accordingly, based on our judgment that he will contribute to improving the Company group's corporate value with his experience and achievement, we once again ask for the election of Mr. Fujiwara as Director.

Candidate	(Name)
No. 2	Masayuki Inagaki
	Reappointment
		Date of birth	July 27, 1959
		Number of Company shares held	30,167
		Attendance at Board of Directors' meetings
			13 times out of 13 meetings (100%)

Brief personal history, position, and responsibility at the Company

April 1982 Entered the Company

June 2009 Executive Officer of the Company

April 2013 Managing Executive Officer of the Company

June 2015 Director, Managing Executive Officer of the Company

April 2017 Director, Senior Managing Executive Officer of the Company

April 2021 Director, Executive Vice President of the Company

June 2022 Representative Director, Executive Vice President of the Company

(Responsibility at the Company)

Overseeing Corporate Research & Development Div., Advanced Materials Research Laboratory, Bio & Science Research Laboratory, Corporate Production Management & Engineering Div., and Optical Circuit Business Development Dept.; In charge of Corporate Engineering Center

[Reasons for selecting as a candidate for Director]

Mr. Masayuki Inagaki has considerable experience as a chief person in charge of the manufacturing and production engineering areas as well as the promotion of sustainability, and has overseen the overall corporate research & development and engineering area for many years. Accordingly, based on our judgment that he will contribute to improving the Company group's corporate value with his experience and achievement, we once again ask for the election of Mr. Inagaki as Director.

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Candidate	(Name)
No. 3	Takashi Kobayashi		Reappointment
		Date of birth	February 22, 1963
		Number of Company shares held	18,659
		Attendance at Board of Directors' meetings
			13 times out of 13 meetings (100%)

Brief personal history, position, and responsibility at the Company

April 1987 Entered the Company

April 2013 Executive Officer of the Company

April 2017 Managing Executive Officer of the Company

June 2018 Director, Managing Executive Officer of the Company

April 2023 Director, Senior Managing Executive Officer of the Company (to the present)

(Responsibility at the Company)

Overseeing Kobe Facility Office, Films & Sheets Research Laboratory, Films & Sheets Div., Medical Products Business Div., S-BIO Business Div., and Amagasaki Plant

[Major concurrent position]

Representative Director, Chairman of the Board of Directors of SB-Kawasumi Laboratories, Inc.

[Reasons for selecting as a candidate for Director]

Mr. Takashi Kobayashi possesses considerable experience, having engaged in the High Performance Plastics segment business for many years and served as a chief person in charge of the Company's business in the China region. He currently serves as a chief person in charge of the Films & Sheets business, the Medical Products business, and the S-BIO business. Accordingly, based on our judgment that he will contribute to improving the Company group's corporate value with his experience and achievement, we once again ask for the election of Mr. Kobayashi as Director.

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Candidate	(Name)
No. 4	Keisuke Kurachi
	Reappointment
		Date of birth	June 27, 1962
		Number of Company shares held	14,122
		Attendance at Board of Directors' meetings
			13 times out of 13 meetings (100%)

Brief personal history, position, and responsibility at the Company

April 1985 Entered the Company

April 2016 Executive Officer of the Company

April 2018 Managing Executive Officer of the Company

June 2022 Director, Managing Executive Officer of the Company

April 2023 Director, Senior Managing Executive Officer of the Company (to the present)

(Responsibility at the Company)

Overseeing Semiconductor Materials segment

[Major concurrent position]

Representative Director, President of Kyushu Sumitomo Bakelite Co., Ltd. Chairman of Sumitomo Bakelite (Taiwan) Co., Ltd.

[Reasons for selecting as a candidate for Director]

After entering the Company, Mr. Keisuke Kurachi engaged in businesses in Japan and overseas related to circuit products and electronic components materials. After that, he engaged in duties in production and research and development areas in the Semiconductor Materials segment and currently serves as a chief person in charge of this business segment, possessing considerable experience in this field. Accordingly, based on our judgment that he will contribute to improving the Company group's corporate value with his experience and achievement, we once again ask for the election of Mr. Kurachi as Director.

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Candidate	(Name)
No. 5	Shinichi Kajiya
		New
		Date of birth		April 9, 1965
		Number of Company shares held	9,546
		Brief personal history, position, and responsibility at the Company
		April 1989	Entered the Company
		April 2017	General Manager of Information & Telecommunication
			Materials Div. of the Company
		April 2019	Executive Officer of the Company
		April 2022	Managing Executive Officer of the Company
		April 2024	Senior Managing Executive Officer of the Company (to the
			present)

(Responsibility at the Company)

Overseeing High Performance Plastics segment

[Reasons for selecting as a candidate for Director]

Mr. Shinichi Kajiya has been engaged in businesses of the High Performance Plastics and Semiconductor Materials segments in Japan and overseas for many years both. He possesses considerable experience mainly in sales and marketing and currently, he serves as a chief person in charge of the High Performance Plastics business segment. Accordingly, based on our judgment that he will contribute to improving the Company group's corporate value with his experience and achievement, we ask for the election of Mr. Kajiya as new Director.

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Candidate	(Name)
No. 6	Toshiya Hirai		Reappointment
		Date of birth	February 16, 1963
		Number of Company shares held	2,103

Attendance at Board of Directors' meetings

10 times out of 10 meetings (100%)

Brief personal history, position, and responsibility at the Company

April 1986	Entered Sumitomo Chemical Co., Ltd.
June 2022	Retired from Sumitomo Chemical Co., Ltd.
July 2022	Executive Officer of the Company
April 2023	Managing Executive Officer of the Company
June 2023	Director, Managing Executive Officer of the Company (to the
	present)

(Responsibility at the Company)

Overseeing Corporate General Affairs Div., Personnel Div., Corporate Planning Dept., Sustainability Promotion Dept., Osaka Office, and Nagoya Office; In charge of Corporate Finance & Planning Div., IT Promotion Div., and Global Procurement Div.

[Reasons for selecting as a candidate for Director]

Mr. Toshiya Hirai engaged in the Petrochemicals & Plastics Sector at Sumitomo Chemical Co., Ltd. for many years and currently he is serving as a chief person in charge of the overall administrative division and the procurement division of the Company. Accordingly, based on our judgment that he will contribute to improving the Company group's corporate value with his experience and achievement, we once again ask for the election of Mr. Hirai as Director.

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Candidate No. 7

(Name)

Kazuo Matsuda

Reappointment

Outside

Independent

Date of birth	November 11, 1948
Number of Company shares held	5,310

Attendance at Board of Directors' meetings

13 times out of 13 meetings (100%)

Brief personal history, position, and responsibility at the Company

April 1971	Entered The Fuji Bank Limited (currently Mizuho Bank, Ltd.)
May 1997	General Manager of Kabutocho Branch of The Fuji Bank Limited
	(currently Mizuho Bank, Ltd.)
April 2000	Senior Managing Executive Officer of Fuji Securities Co., Ltd.
	(currently Mizuho Securities Co., Ltd.)
October 2000	Managing Executive Officer of Mizuho Securities Co., Ltd.
May 2003	Senior General Manager of NSK Ltd.
June 2004	Vice President of NSK Ltd.
June 2006	Senior Vice President of NSK Ltd.
June 2008	Executive Vice President of NSK Ltd.
June 2009	Director, Representative Executive Vice President of NSK Ltd.
June 2011	Special Adviser of NSK Ltd.
June 2015	Outside Corporate Auditor of the Company
June 2016	Outside Director of the Company (to the present)
[Major concurrent position]

Outside Corporate Auditor of Daido Metal Co., Ltd.

[Reasons for selecting as a candidate for Outside Director and expected role]

Mr. Kazuo Matsuda has considerable experience and a wide range of insights that he cultivated at a financial institution as well as business companies as a management executive. The Company expects him to provide appropriate opinions and valuable advice from an objective standpoint by using such knowledge. He has served as a member of the Appointment and Remuneration Committee and expressed opinions from an independent standpoint. Since he has played his role in line with the expectations mentioned above, we have judged that he is qualified for the position of Outside Director of the Company and that he can appropriately perform his duties as Outside Director. We, therefore, once again ask for the election of Mr. Matsuda as Outside Director.

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