Sumitomo Osaka Cement : NOTICE OF THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

The following English translation of 第161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 4, 2024 (Start date of the electronic provision measures: May 28, 2024)

NOTICE OF THE 161st ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,

We are extremely grateful for your continuing support.

We are pleased to inform about the 161st 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 26, 2024, 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").

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 25, 2024. 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

－ 1 －

MEETING AGENDA

Items to Be Reported:

Item 1: Business Report and Consolidated Financial Statements for the 161st term (from April 1, 2023 to March 31, 2024) 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 161st term (from April 1, 2023 to March 31, 2024)

Items to Be Resolved:

Item 1: Appropriation of Surplus

Item 2: Election of 9 Directors

Item 3: Election of 3 Company Auditors

Notes:

1. When arriving at the Meeting venue, please submit the Voting Form enclosed herewith at the reception desk.
2. 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 provisions of the Articles of Incorporation of the Company. Please note that the Company Auditors and the Financial Auditor have audited the documents subject to audit, which include the above matters.
3. 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.
4. The Company will stream a video of certain parts of the Meeting on the Company's website above at a later date.

－ 2 －

REFERENCE MATERIALS FOR

THE 161st 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 161st term of ¥60 per share as shown below. As a result, the annual dividend per share for the 161st 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 ¥2,057,265,960-
3. Effective date of the dividend of surplus June 27, 2024

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.

－ 3 －

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,

Ryoji Doi

Senior Managing Executive Officer

100%

３

Reappointment

[Responsible for Sustainability Dept.

and Cement / Concrete Research Lab.]

Director,

Senior Managing Executive Officer

Masaki Sekimoto

[Responsible for Legal Dept.,

100%

４

Reappointment

Corporate Planning Dept.,

Administration Dept., and

Purchasing Dept.]

Managing Executive Officer

Akihiko Ono

[Responsible for Optoelectronics

-

５

New Candidate

Business Div., Advanced Materials

Div., New Technology Research Lab.

and Funabashi Office]

Managing Executive Officer

[Responsible for Real Estate Utilization

Tatsuo Fukushima

and Management Dept., Cement Sales

-

６

New Candidate

Administration Dept., Physical

Distribution Dept. and Construction

Materials Dept.]

Mitsuko Makino

Reappointment

100%

７

Outside

Director of the Company

Independent Director

Tatsuya Inagawa

Reappointment

100%

８

Outside

Director of the Company

Independent Director

Yoshimi Morito

Reappointment

100%

９

Outside

Director of the Company

Independent Director

－ 4 －

１

Fukuichi Sekine(May 20, 1951)

,Reappointment,

Number of

shares of the Company owned by the candidate:

25,000

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.

• The reason for nomination as a director candidate

Mr. Fukuichi Sekine has abundant experience and accomplishments 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 accomplishments to management of the Company would result in strengthening the functions of the Board of Directors. The Company therefore proposes the election of Mr. Fukuichi Sekine as 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.

－ 5 －

２

Hirotsune Morohashi(Aug. 19, 1959)

,Reappointment,

Number of

shares of the Company owned by the candidate:

4,400

Attendance rate at the Board of Directors' meetings: 100%

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

Apr. 1982	Joined the Company
Jun. 2012	General Manager of Osaka Branch Office
Jun. 2013	Executive Officer
Jun. 2016	General Manager of Tokyo Branch Office
Jun. 2017	Managing Executive Officer
Jun. 2019	Director
Jun. 2021	Representative Director (to the present)
Jun, 2021	President (to the present)

• The reason for nomination as a director candidate

Mr. Hirotsune Morohashi has abundant experience and accomplishments obtained by engaging primarily in cement marketing and human resources over a long time, and by having been presiding at the Board of Directors as the President since 2021. The Company believes that applying his broad view based on his experience and accomplishments to management of the Company would result in strengthening the functions of the Board of Directors. The Company therefore proposes the election of Mr. Hirotsune Morohashi as a Director.

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

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.Hirotsune Morohashi 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.

－ 6 －

３

Ryoji Doi (Apr. 8, 1961)

,Reappointment,

Number of

shares of the Company owned by the candidate:

2,900

Attendance rate at the Board of Directors' meetings: 100%

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

Apr. 1986	Joined Ministry of International Trade and Industry (current Ministry
	of Economy, Trade and Industry)
Jul. 2015	Director-General, Business Support Department of The Small and
	Medium Enterprise Agency
Oct. 2016	Executive Officer of the Company
Oct. 2016	General Manager of Production and Technical Dept.
Jun. 2017	Managing Executive Officer
Jun. 2017	General Manager of Tochigi Production Works
Jun. 2019	Director
Jun. 2020	Senior Managing Executive Officer (to the present)
Jun. 2021	Representative Director (to the present)
	[Responsible for Sustainability Dept. and Cement / Concrete Research
	Lab.]

• The reason for nomination as a director candidate

Mr. Ryoji Doi has abundant experience and accomplishments obtained by engaging primarily in industrial policy and related matters at Ministry of Economy, Trade and Industry over a long time, and in cement production business at the Company.

The Company believes that using his advanced knowledge concerning production engineering gained through his experience and accomplishments for management of the Company would result in strengthening the functions of the Board of Directors. The Company therefore proposes the election of Mr. Ryoji Doi as a Director.

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

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. Ryoji Doi 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.

－ 7 －

４

Masaki Sekimoto(Sep. 10, 1964)

,Reappointment,

Number of

shares of the Company owned by the candidate:

1,700

Attendance rate at the Board of Directors' meetings: 100%

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

Apr. 1987 Joined the Company

Jun. 2015 General Manager of Administration Dept. Jun. 2018 Executive Officer

Jun. 2018 General Manager of Purchasing Dept. Jun. 2020 Managing Executive Officer

Jun. 2021 Director (to the present)

Apr. 2024 Senior Managing Executive Officer (to the present) [Responsible for Legal Dept., Corporate Planning Dept., Administration Dept., and Purchasing Dept.]

• The reason for nomination as a director candidate

Mr. Masaki Sekimoto has abundant experience and accomplishments obtained by engaging primarily in managerial accounting, finance and purchasing over a long time.

The Company believes that using his broad knowledge concerning managerial accounting, finance and purchasing gained through his experience and accomplishments for management of the Company would result in strengthening the functions of the Board of Directors. The Company therefore proposes the election of Mr. Masaki Sekimoto as a Director.

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

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. Masaki Sekimoto 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.

－ 8 －

５

Akihiko Ono
(Feb. 13, 1965)

,New Candidate,

Number of

shares of the Company owned by the candidate:

1,500

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

Apr. 1988 Joined the Company

Jun. 2015 General Manager of Environment Dept. Jun. 2018 Executive Officer

Apr. 2022 Managing Executive Officer (to the present)

[Responsible for Optoelectronics Business Div., Advanced Materials Div., New Technology Research Lab. and Funabashi Office]

• The reason for nomination as a director candidate

Mr. Akihiko Ono has abundant experience and accomplishments obtained by engaging primarily in managerial accounting, finance, and mineral resources business and environmental business over a long time.

The Company believes that using his multiple points of view concerning managerial accounting, finance and project operations gained through his experience and accomplishments for management of the Company would result in strengthening the functions of the Board of Directors. The Company therefore proposes the election of Mr. Akihiko Ono as a Director.

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

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. Akihiko Ono 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.

－ 9 －

６

Tatsuo Fukushima(May 13, 1964)

,New Candidate,

Number of

shares of the Company owned by the candidate:

1,600

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

Apr. 1987 Joined the Company

Jun. 2016 General Manager of Osaka Branch Office Jun. 2020 Executive Officer

Jun. 2021 General Manager of Real Estate Utilization and Management Dept., and Tokyo Branch Office

Apr. 2022 General Manager of Tokyo Branch Office Apr. 2023 Managing Executive Officer (to the present)

Apr. 2023 General Manager of Cement Sales Administration Dept. [Responsible for Real Estate Utilization and Management Dept., Cement Sales Administration Dept., Physical Distribution Dept. and Construction Materials Dept.]

• The reason for nomination as a director candidate

Mr. Tatsuo Fukushima has abundant experience and accomplishments obtained by engaging primarily in cement marketing over a long time.

The Company believes that using, for management of the Company, his broad knowledge in relation to cement marketing gained through his experience and accomplishments in the forefront of cement marketing would result in strengthening the functions of the Board of Directors. The Company therefore proposes the election of Mr. Tatsuo Fukushima as a Director.

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

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. Tatsuo Fukushima 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.

－ 10 －