Shin Etsu Chemical : Announcement Concerning Issuance of Stock Options (Stock Acquisition Rights) to Employees

May 17, 2024

4-1, Marunouchi 1-chome,Chiyoda-ku, Tokyo

Shin-Etsu Chemical Co., Ltd.

Yasuhiko Saitoh, Representative Director / President

(Code No. 4063)

Contact:

Toshiyuki Kasahara

Corporate Officer, General Manager

Finance & Accounting Department

TEL: [phone]

Announcement Concerning Issuance of Stock Options (Stock Acquisition Rights) to

Employees

Shin-Etsu Chemical Co., Ltd. (the "Company") hereby announces that it decided, at the meeting of its Board of Directors held on May 17, 2024, to make the proposal listed below at its 147th Ordinary Meeting of Shareholders to be held on June 27, 2024, concerning (i) the issuance of stock acquisition rights, in the form of stock options, to its executive-level employees, and (ii) the entrustment to its Board of Directors of the determination of the conditions for invitation to the stock acquisition rights, all in accordance with the provisions of Articles 236, 238 and 239 of the Corporations Law.

1. Reason for issuing stock acquisition rights with particularly advantageous terms and conditions:
   For the purpose of enhancing the willingness and the morale to perform their duties and to improve the Company's business performance, stock acquisition rights may be issued to executive-level employees without the requirement for cash payment, in accordance with the outlines described below.
2. Substance and maximum quantity of the stock acquisition rights, etc. conditions for invitation of which may be determined based on authorization

1. Type and quantity of shares subject to the stock acquisition rights:
   The type of share subject to the stock acquisition rights shall be the common shares of the Company, and the quantity of shares subject to the stock acquisition rights (hereinafter called the "Number of Granted Shares") shall be one hundred (100) shares per one (1) stock acquisition right.
   After the day when the stock acquisition rights are allocated (hereinafter called the "Allocation Day"), if the Company makes a share split (including gratis distribution, and the same is hereinafter applicable to the descriptions of share split) or a share
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consolidation of common shares of the Company, the Number of Granted Shares shall be adjusted according to the formula described below. Such adjustment, however, shall be made to the Number of Granted Shares for the stock acquisition rights that are not yet exercised at that point of time, and if, as a result of the adjustment, there arises any share less than one (1) share, such fraction shall be omitted.

Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Ratio of share split or share consolidation

In addition to the above, if any cause arises to force the Company to adjust the Number of Granted Shares, the Company shall make the adjustments considered necessary.

1. Upper limit of the number of stock acquisition rights
   The number of stock acquisition rights shall be limited to 21,000 rights.
   (Up to 2,100,000 common shares of the Company shall be issued at the exercise of stock acquisition rights. If the Number of Granted Shares is adjusted as prescribed in (1) above, however, the Company shall adjust the upper limit by multiplying the adjusted Number of Granted Shares by the upper limit of the number of stock acquisition rights.)
2. Payment for the stock acquisition rights
   No payment of cash is needed for issuance of the stock acquisition rights.
3. Calculation of the value of assets to be contributed at exercise of each stock acquisition right
   The value of assets to be contributed at the exercise of each stock acquisition right shall be (x) the amount of investment per share issued at the exercise of a stock acquisition right calculated in the following (hereinafter called the "Exercise Price") multiplied by (y) the Number of Granted Shares.
   The Exercise Price shall be 1.025 times as high as the closing price of the common shares of the Company at the Tokyo Stock Exchange averaged on a daily basis (excluding days with no transactions closed) during the month prior to the month including the day of resolution by the Board of Directors to decide conditions for invitation of the stock acquisition rights, or the closing price of the common shares of the Company at the Tokyo Stock Exchange on the day prior to the day of resolution by the Board of Directors to decide conditions for invitation of the stock acquisition rights (if there is no closing price on such date, the closing price of the closest preceding day), whichever is higher, and fractions less than one (1) yen shall be rounded up.
   After an Allocation Day, when the Company issues new common shares or disposes of treasury shares at a price lower than the market price (excluding the sale of treasury stock in accordance with the provisions of Article 194 (Request by the
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Holder of Fractional Shares for Sale of the Fractional Shares) of the Corporations Law, the conversion of any certificate that shall or may be converted to common shares of the Company, and the exercise of a stock acquisition right (including a right attached to a corporate bond with a stock acquisition right)), the Company shall adjust the Exercise Price according to the formula described below, and if, as a result thereof, there arises any fraction less than one (1) yen, such fraction shall be rounded up.

Exercise Price after adjustment = Exercise Price before adjustment

Number of issued shares + Number of shares newly issued × Payment amount per share

×Market price Number of issued shares + Number of shares newly issued

(In the formula above, "Number of issued shares" is the gross total number of shares issued by the Company minus the number of treasury shares held by the Company, and at the disposal of treasury shares, "Number of shares newly issued" shall be replaced with "Number of treasury shares to be disposed of.")

If a share split or a share consolidation is effected after an Allocation Day, the Exercise Price shall be adjusted according to the formula described below, and any fractions less than one (1) yen resulting from such adjustment shall be rounded up.

Exercise Price after adjustment = Exercise Price before adjustment ×1

Ratio of split or consolidation

In addition to the above, if any cause arises to force the Company to adjust the Exercise Price, the Company shall make adjustments considered necessary.

1. Period during which a stock acquisition right may be exercised
   The period starting on the day following the day that is two (2) years after the Allocation Day and ending on the day that is seven (7) years after the Allocation Day.
2. Matters related to capital stock and capital reserve to be increased by issuance of shares at exercise of the stock acquisition rights
3. 1. The amount of capital stock increased by issuance of shares at exercise of the stock acquisition rights shall be half (1/2) of the limit of an increase in capital stock and the like to be calculated in accordance with Paragraph 1, Article 17 of the Corporate Accounting Rules, and a resulting fraction less than one (1) yen shall be rounded up.
   2. The amount of capital reserve increased by issuance of shares at the exercise of the stock acquisition rights shall be the limit of an increase in capital stock and the like in (i) minus the amount of capital stock increased prescribed in (i).
4. Restriction on acquisition of a stock acquisition right through transfer
   Acquisition of a stock acquisition right through transfer requires approval by a resolution of the Board of Directors of the Company.
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1. Conditions for acquisition of the stock acquisition rights
2. 1. If an agendum to approve a merger agreement that will make the Company a disappearing company is approved at a General Meeting of Shareholders of the Company, or if an agendum to approve a corporate split agreement or a corporate split plan that will make the Company a split company, or if an agendum for a share exchange agreement or a share transfer plan that will make the Company become a wholly-owned subsidiary of another company is approved at a General Meeting of Shareholders of the Company (in either case, if no resolution at a General Meeting of Shareholders is needed, resolved by the Board of Directors of the Company), the Company may acquire back the stock acquisition rights without compensation on the day specified by the Board of Directors of the Company.
   2. If those persons to whom the stock acquisition rights are issued or the heirs of such persons no longer satisfy the conditions to exercise the stock acquisition rights prescribed in the "Stock Acquisition Right Agreement" concluded between the Company and employees concerned based on the resolution at a General Meeting of Shareholders and at a meeting of the Board of Directors, the Company may acquire back the stock acquisition rights concerned without compensation on the day specified by the Board of Directors of the Company.
3. Handling of the stock acquisition rights under the Reorganization Action
   When the Company effects a merger (only when the Company disappears), an absorption corporate split, a foundation corporate split, a share exchange or a share transfer (hereinafter collectively called a "Reorganization Action"), under the following conditions, stock acquisition rights of a joint stock corporation listed in any of Sub-Items a - e in Item 8, Paragraph 1, Article 236 of the Corporations Law (hereinafter called the "Reorganized Corporation") shall be delivered to holders of stock acquisition rights (hereinafter called "Remaining Stock Acquisition Rights") remaining unexercised as of the point of time when the Reorganization Action comes into effect. In this case, the Remaining Stock Acquisition Rights shall expire, and the Reorganized Corporation shall issue new stock acquisition rights. This issuance, however, shall be limited to the case where the issuance of the stock acquisition rights of the Reorganized Corporation under the following conditions is prescribed in the absorption merger agreement, the foundation merger agreement, the absorption corporate split agreement, the plan of the foundation corporate split, the share exchange agreement, or the plan of the share transfer:
4. 1. Number of the stock acquisition rights to be issued by the Reorganized Corporation
      The same number of stock acquisition rights shall be issued as the number of the Remaining Stock Acquisition Rights.
   2. Type of share of the Reorganized Corporation subject to the stock acquisition rights
      Common shares of the Reorganized Corporation.
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1. 1. Number of shares of the Reorganized Corporation subject to the stock acquisition rights
      This number shall be decided in the same manner as (1) above taking into consideration the conditions for the Reorganization Action.
   2. Value of assets to be contributed at exercise of each stock acquisition right
      The value of assets to be contributed at exercise of each stock acquisition right shall be the amount of contribution calculated through adjustments, taking into consideration the conditions for the Reorganization Action, multiplied by the number of shares subject to the stock acquisition right as decided in (iii) above.
   3. Period during which a stock acquisition right may be exercised
      This period shall commence on the starting day of the period for exercising the stock acquisition right specified in (5) above, or the day when the Reorganization Action comes into effect, whichever is later, and end on the day of expiration of the period during which a stock acquisition right may be exercised as specified in (5) above.
   4. Matters related to capital stock and capital reserve to be increased by issuance of shares at the exercise of the stock acquisition rights
      They shall be decided in the same manner as (6) above.
2. Restriction on acquisition of a stock acquisition right through transfer Acquisition of a stock acquisition right through transfer requires approval by the Reorganized Corporation.
3. Conditions for acquisition of the stock acquisition rights They shall be decided in the same manner as (8) above.

1. Omission of fractions resulting from the exercise of stock acquisition rights
   Fractions less than one (1) share shall be omitted from the shares issued to holders of stock acquisition rights at the exercise of the rights.
2. Authorization to decide the conditions for invitation of the stock acquisition rights, and the like
   Conditions for invitation of the stock acquisition rights, and related details, other than the aforementioned, shall be decided by resolutions at meetings of the Board of Directors to be held separately.

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