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Statutory disclosure document4367KOEI CHEMICAL COMPANY,LIMITEDMaterials and Chemicals

(Amendment) Statutory Advance Disclosure Document (Share Exchange) (SUMITOMO CHEMICAL COMPANY,LIMITED)

Following amendments to SUMITOMO CHEMICAL COMPANY,LIMITED's articles of incorporation, the scope of the liability limitation agreement for damages attached to the prior disclosure documents for the share exchange was changed from "outside directors" to "directors excluding executive directors, etc." In addition, the wording of the chapter and article provisions was revised to "Directors and the Board of Directors" and "non-executive directors."

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Decision and Details

The 145th Annual General Meeting of Shareholders of SUMITOMO CHEMICAL COMPANY,LIMITED

Items amended in the prior disclosure documents relating to the share exchange (Article 25 and other provisions of SUMITOMO CHEMICAL COMPANY,LIMITED's articles of incorporation)

Decision24 June 2026
Period CoveredThe period during which the articles of incorporation apply after 1 August 2026, the effective date of the share exchange (the specific end date is not disclosed)
Implementation24 June 2026 (the date of the resolution approving the amendments to the articles of incorporation and the disclosure of the amended items; the effective date of the share exchange is scheduled for 1 August 2026)
Going forwardA share exchange is scheduled to be carried out with SUMITOMO CHEMICAL COMPANY,LIMITED as the wholly owning parent company in the share exchange and 広栄化学 as the wholly owned subsidiary in the share exchange, with 1 August 2026 as the effective date
Reason

Because amendments were made to certain items described in Appendix 3 of the prior disclosure documents following SUMITOMO CHEMICAL COMPANY,LIMITED's amendment of its articles of incorporation pursuant to a resolution at the 145th Annual General Meeting of Shareholders held on 24 June 2026

Decision and Details
ItemDetails
Matter CoveredItems amended in the prior disclosure documents relating to the share exchange (Article 25 and other provisions of SUMITOMO CHEMICAL COMPANY,LIMITED's articles of incorporation)
Decision-Making BodyThe 145th Annual General Meeting of Shareholders of SUMITOMO CHEMICAL COMPANY,LIMITED
Decision Date24 June 2026
Implementation Date24 June 2026 (the date of the resolution approving the amendments to the articles of incorporation and the disclosure of the amended items; the effective date of the share exchange is scheduled for 1 August 2026)
Period CoveredThe period during which the articles of incorporation apply after 1 August 2026, the effective date of the share exchange (the specific end date is not disclosed)
ReasonBecause amendments were made to certain items described in Appendix 3 of the prior disclosure documents following SUMITOMO CHEMICAL COMPANY,LIMITED's amendment of its articles of incorporation pursuant to a resolution at the 145th Annual General Meeting of Shareholders held on 24 June 2026
Governing RuleArticle 782, paragraph 1 of the Companies Act; Article 184, paragraph 1, item 6 of the Ordinance for Enforcement of the Companies Act
Related previous disclosuresDocument dated 10 June 2026 describing the items disclosed in advance (the title is not specified in the main text)
Future plansA share exchange is scheduled to be carried out with SUMITOMO CHEMICAL COMPANY,LIMITED as the wholly owning parent company in the share exchange and 広栄化学 as the wholly owned subsidiary in the share exchange, with 1 August 2026 as the effective date
Items this document does not state (3)
AmountQuantity / scaleImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Because SUMITOMO CHEMICAL COMPANY,LIMITED amended its articles of incorporation pursuant to a resolution at the 145th Annual General Meeting of Shareholders held on 24 June 2026.

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(Amendment) Statutory Advance Disclosure Document (Share Exchange) (SUMITOMO CHEMICAL COMPANY,LIMITED) | KOEI CHEMICAL COMPANY,LIMITED (4367) timely disclosure | Komori