Sumitomo Osaka Cement : NOTICE OF THE 160TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The following English translation of 第160回定時株主総会招集ご通知 and 株主総会参考 書類 (the Japanese originals) is prepared for your reference purpose only. If there are any discrepancies between this translation and the Japanese originals, the Japanese originals will prevail. Sumitomo Osaka Cement Co.,Ltd. provides this translation without any warranty as to its accuracy or otherwise.

(Securities code: 5232) June 6, 2023

NOTICE OF THE 160th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,

We are extremely grateful for your continuing support.

We are pleased to inform about the 160th Annual General Meeting of Shareholders of Sumitomo Osaka Cement Co.,Ltd. (the "Company"), which will be held at 10:00 a.m. on Wednesday, June 28, 2023, in the Large Hall of the Hamamatsucho Convention Hall, Nippon Life Hamamatsucho Crea Tower 5th floor at 2-3-1Hamamatsu-cho,Minato-ku, Tokyo (the "Meeting").

(Please note that the venue has changed from last year.)

In convening the Meeting, the Company takes measures for providing information that constitutes the content of Reference Materials for the Meeting, etc., (the "Electronic Provision Measures Matters") in electronic format and has posted the said information on the following website on the Internet.

The Company's website: https://www.soc.co.jp/ir/document/info05-2/

In addition to the above, the Company has posted the Electronic Provision Measures Matters on the following website on the Internet.

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

(Please access the above website, enter "Sumitomo Osaka Cement" in "Issue name (company name)" or the Company's securities code "5232" in "Code," and click "Search." Then please click "Basic information" and select "Documents for public inspection/PR information.")

If you do not attend the Meeting in person, you may exercise your voting rights by returning the Voting Form by mail or via the Internet. Please refer to the attached Reference Materials for the Meeting and exercise your voting rights by 5:45 p.m. on Tuesday, June 27, 2023. Guidance for exercising the voting rights is provided on pages 3 and 4 of the Japanese originals.

Sincerely,

Hirotsune Morohashi

President and Representative Director

Sumitomo Osaka Cement Co.,Ltd.

1-9-2Higashi-Shimbashi,Minato-ku, Tokyo

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MEETING AGENDA

Items to Be Reported:

Item 1: Business Report and Consolidated Financial Statements for the 160th term (from April 1, 2022 to March 31, 2023) and Audit Reports of Accounting Auditors and the Board of Company Auditors on the Consolidated Financial Statements

Item 2: Non-Consolidated Financial Statements for the 160th term (from April 1, 2022 to March 31, 2023)

Items to Be Resolved:

Item 1: Appropriation of Surplus

Item 2: Election of 9 Directors

Item 3: Election of 1 Company Auditor

Notes:

1. The measures to prevent COVID-19 at the Meeting will be posted on the Company's website above. The information may be updated in accordance with the situation of infections, etc.
2. When arriving at the Meeting venue, please submit the Voting Form enclosed herewith at the reception desk.
3. Of the Electronic Provision Measures Matters, the "Notes to consolidated financial statements"
   (Japanese only) and the "Notes to the Non-Consolidated Financial Statements" (Japanese only) are only posted on the Company's website above and not stated on the paper-based documents to be delivered to the shareholders who have made a request for delivery of documents in accordance with laws and regulations and the provision in Article 16 of the Articles of Incorporation. Therefore, the paper-based documents to be delivered to the shareholders who have made a request for delivery of documents are a part of the documents included in the scope of audits by the Company Auditors and the Financial Auditor when they create their respective audit reports.
4. If any revision to the Electronic Provision Measures Matters occurs, a notice of the revision and the details of the matters before and after the revision will be posted on each of the above websites.
5. The Company will stream a video of certain parts of the Meeting on the Company's website above at a later date.

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REFERENCE MATERIALS FOR

THE 160th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Agenda Items and Reference Materials

Item 1: Appropriation of Surplus

Term-end Dividend

The Company, while based on a stable and continuous distribution, and in consideration of the results for the term and the business outlook, etc., proposes the term-end dividend for the 160th term of ¥60 per share as shown below. As a result, the annual dividend per share for the 160th term, including the interim dividend of ¥60 per share already paid, will amount to ¥120, which is same as the preceding term.

1. Kind of dividend property Cash
2. Matters regarding the assignment of dividend property to shareholders and total amount of dividend property
   ¥60 per common share of the Company, and a total amount of ¥2,056,808,640-
3. Effective date of the dividend of surplus June 29, 2023

For your reference

The Company recognises that distribution of earnings to shareholders is an important matter, to be determined in principle in line with the Company's business results. For a cement manufacturer in the process industry, continuous investment on its plants/equipment for improvement and renewal is essential to secure the future earnings, and therefore it is vitally necessary to maintain certain level of retained earnings. On balance, the Company, in comprehensive consideration of the business environment, the business outlook and the dividend of the preceding term, etc., determines stable and

continuous distribution of earnings in the form of dividend.

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Item 2: Election of 9 Directors

At the closing of the Meeting, the term of office will expire for all of 9 directors. The Company, therefore, proposes the election of 9 directors.

The candidates for the positions are as follows:

Attendance rate

Number

Name

Position and principal duties

at the Board of

Directors'

meetings

Fukuichi Sekine

Director,

100%

１

,Reappointment,

Chairman

Hirotsune Morohashi

Representative Director,

100%

２

,Reappointment,

President

Representative Director,

Executive Vice President

[Responsible for Real Estate

Toshihiko Onishi

Utilization and Management Dept.,

100%

３

,Reappointment,

Cement Sales Administration Dept.,

International Business Dept., Physical

Distribution Dept. and Construction

Materials Dept.]

Representative Director,

Senior Managing Executive Officer

Ryoji Doi

[Responsible for Production and

100%

４

,Reappointment,

Technical Dept., Maintenance and

Engineering Dept., Sustainability

Dept., Environment Div. and Cement /

Concrete Research Lab.]

Director,

Senior Managing Executive Officer

Mikio Konishi

[Responsible for Intellectual Property

100%

５

,Reappointment,

Dept., Optoelectronics Business Div.,

Advanced Materials Div., New

Technology Research Lab. and

Funabashi Office]

Director,

Managing Executive Officer

Masaki Sekimoto

[Responsible for Legal Dept.,

100%

６

,Reappointment,

Corporate Planning Dept.,

Administration Dept., and Purchasing

Dept.]

,Reappointment,

７

Mitsuko Makino

,Outside,

Director of the Company

100%

,Independent Director,

,Reappointment,

８

Tatsuya Inagawa

,Outside,

Director of the Company

100%

,Independent Director,

,Reappointment,

９

Yoshimi Morito

,Outside,

Director of the Company

100%

,Independent Director,

－ 4 －

１

Fukuichi Sekine(May 20, 1951)

,Reappointment,

Number of shares of the Company owned by the candidate: 23,300

Attendance rate at the

Board of Directors'

meetings: 100%

• Brief record, position, principal duties and important concurrent positions

Apr. 1975	Joined the Company
Jun. 2004	Director
Jun. 2006	Managing Executive Officer
Jan. 2011	Representative Director
Jan. 2011	President
Jun. 2021	Chairman (to the present)
	[Important concurrent positions]

Outside Director (Audit and Supervisory Committee Member) of House Foods Group Inc. (expected to assume position on Jun. 27, 2023)

• The reason for nomination as a director candidate

Mr. Fukuichi Sekine has abundant experience and accomplishment obtained by engaging primarily in human resources, general affairs, and finance and accounting over a long time, by having been presiding at the Board of Directors as the President since 2011 and by having been overseeing at the Board of Directors as the Chairman since 2021.

The Company believes that applying his broad view based on his experience and accomplishment to management of the Company would result in strengthening functions of the Board of Directors. The Company therefore proposes the election of Mr. Fukuichi Sekine to be a Director.

(Notes) 1. No relationship exists between the Company and Mr. Fukuichi Sekine wherein either is a specially interested party.

1. The Company introduced the Executive Officer System in June, 2006.
2. The Company has entered into a directors and officers liability insurance contract covering all of its directors, company auditors and executive officers. The insurance premiums, including those for the special provisions, are entirely paid for by the Company and the insured parties make no contributions. The insurance covers damages which may arise with respect to responsibility for the performance of the duties of those executives, etc., who are the insured parties or with respect to claims in pursuit of such responsibility. The insurance coverage is, however, subject to certain exemptions from coverage, including, for example, in cases of losses arising from acts undertaken while the executive, etc., was aware that the act was in violation of laws and/or regulations. The insurance sets out a certain deductible and will not cover any loss which does not exceed the deductible amount. Mr. Fukuichi Sekine is included as an insured party under the insurance. The insurance is scheduled to be renewed on the same terms at the time for the next renewal.

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