Sumitomo : Announces Grant of Stock Options for a Stock-Linked Compensation Plan（New Share Acquisition Rights）

For Immediate Release To whom it may concern:

July 28, 2017

Sumitomo Corporation

Kuniharu Nakamura,

Representative Director, President and Chief Executive Officer Code No: 8053 Tokyo Stock Exchange (TSE), 1st Section

Contact: Kenji Shinmori,,

General Manager, Corporate Communications Dept.

Tel. +81-3-5166-3100

Sumitomo Corporation (the "Company") hereby announces that at a meeting held today, the Board of Directors resolved to issue new share acquisition rights in the form of stock options for a stock-linked compensation plan to the Company's Directors and Executive Officers. The specific terms of stock options issue are as follow:

1. The reason to issue New Share Acquisition Rights

   The Company issues new share acquisition rights in the form of stock options for a stock-linked compensation plan to link the Company's performance and stock price more clearly to compensation of Directors and Executive Officers, as well as to enhance the sharing of value with all our shareholders.

2. Name of the New Stock Acquisition Rights

   Sumitomo Corporation, the twelfth Stock Acquisition Rights for a Stock-linked Compensation Plan.

3. Total number of New Share Acquisition Rights to be issued

   The total number of new share acquisition rights to be issued shall be 1,370. The total number of rights to be allocated to the Directors shall be 391.

   (100 common shares for every new share acquisition right shall be issued. However, if adjustments are made to the number of shares as described in item 4. below, the same adjustments shall also be made here.)

4. Type and number of shares subject to New Share Acquisition Rights

   The number of shares subject to new share acquisition rights shall be 137,000 of the Company's common shares, of which new share acquisition rights covering of 39,100 shares shall be allocated to the Company's Directors.

   If the Company conducts a stock split or reverse stock split, the number of shares shall be adjusted using the following calculation formula. This adjustment, however, shall only be conducted for the number of shares subject to the new share acquisition rights that have not been exercised at that time. Fractional shares resulting from the adjustment shall be rounded down.

   NUMBER OF SHARES AFTER ADJUSTMENT =

   NUMBER OF SHARES BEFORE ADJUSTMENT ×SPLIT OR REVERSE SPLIT RATIO

5. The need for payment in consideration of New Share Acquisition Rights The new share acquisition rights will be issued without consideration.
6. Issue date of New Share Acquisition Rights July 31, 2017
7. Persons to whom New Share Acquisition Rights may be allocated

   Directors (except Chairman and Outside Directors), and Executive Officers, 36 persons in total.

8. Value of the assets to be contributed upon exercise of the New Share Acquisition Rights

   The value of the assets to be contributed upon exercise of the new share acquisition rights shall be determined by multiplying the price paid per share issuable upon the exercise of the new share acquisition rights (hereinafter "Exercise Price") by the number of shares subject to such new share acquisition rights. The Exercise Price shall be one yen (¥1).

   Even if the Company issues new shares at a price below the market price following the issuance of new share acquisition rights, or even if the Company merges with another company, or merges or absorbs by spin-off another company, Exercise Price shall not be adjusted.

9. Term during which the New Share Acquisition Rights can be exercised

   10 years from the day following the day on which a person that has been allocated

   new share acquisition rights (the "Grantee") becomes neither a Director nor an Executive Officer.

10. Conditions on exercise of New Share Acquisition Rights

11. Even before an expiration of the exercise period, under the following circumstances of ⅰor ⅱ, the Grantees of the new share acquisition rights must forfeit new share acquisition rights and the rights in question shall cease to exist. ⅰ. When the Grantee has been sentenced to imprisonment or severer penalty

    during his/her term of office.

    ⅱ. When the Grantee or his/her heirs have offered to abandon all or part of the new share acquisition rights in a document in the form specified by the Company.

12. Transfer, pledge or any other encumbrance of new share acquisition rights shall not be permitted.

13. Only legal heirs of the Grantees are permitted to inheriting the new share acquisition rights from Grantees.

    The legal heirs of the Grantees can exercise only within 6-months after inheriting the new share acquisition rights from Grantees.

14. When the Grantee exercises the new share acquisition rights, it should be permitted to exercise integral rights for the minimum unit.

15. Matters concerning increase in capital and capital reserve in case of issuance of shares through exercise of New Share Acquisition Rights

16. When shares are issued through the exercise of new share acquisition rights, the amount of capital increase shall be one-half of the maximum limit for increases in capital, etc., calculated in accordance with Article 17, Paragraph 1 of the Corporate Accounting Rules. Fractions of less than ¥1 shall be rounded up in calculations.

17. When shares are issued through the exercise of new share acquisition rights, the amount of capital reserve to be added shall be determined by subtracting the amount of capital increase as stipulated in (1) above from the maximum limit for increases in capital, etc. indicated in (1) above.

18. Limitation on the acquisition of New Share Acquisition Rights by assignment Approval of the Board of Directors is required for the acquisition of new share acquisition rights by way of assignment.
19. Provisions governing the redemption of New Share Acquisition Rights by the Company

    When the Grantee falls under the conditions of 10.(1) above, or cannot exercise such

    rights for other reasons, the Company may redeem such new share acquisition rights without compensation.

20. Reorganization

    If the Company is subject to a merger (limited to the case where the Company ceases to exist after the merger), merger or absorption by spin-off, demerger, stock swap or stock transfer (hereinafter "Reorganization"), it shall, pursuant to the provisions below, deliver new share acquisition rights covering the shares in the reorganized company as indicated in Article 236, Paragraph 1, Items 8a through e of the Company Law for the respective cases (hereinafter "Reorganized Company"), to the Grantees of the Company's existing new share acquisition rights (hereinafter "Existing New Share Acquisition Rights") when the Reorganization becomes effective. In this case, the Existing New Share Acquisition Rights will cease to exist and the Reorganized Company will issue new share acquisition rights. However, this shall be limited to the case whereby the delivery of new share acquisition rights for the Reorganized Company is stipulated in the take-over or merger agreements, merger or absorption by spin-off plans, demerger plans, stock swap agreements or stock transfer plans in accordance with the conditions below.

21. Number of new share acquisition rights of the Reorganized Company to be delivered:

    The same number as the number of new share acquisition rights held, respectively, by the Grantee of the Existing New Share Acquisition Rights shall be delivered.

22. Types of shares of the Reorganized Company subject to new share acquisition rights:

    The common shares of the Reorganized Company.

23. Number of shares of the Reorganized Company subject to new share acquisition rights:

    To be determined in accordance with item 4. above upon consideration of such factors as the conditions of the Reorganizations.

24. Value of the assets to be contributed upon exercise of the new share acquisition rights:

    The value of the assets to be contributed upon exercise of the new share acquisition rights shall be the amount of the Exercise Price after the Reorganization as set forth below multiplied by the number of shares subject to such new share acquisition rights. The Exercise Price after the Reorganization shall be one yen (¥1) per share of the Reorganized Company that can be received upon exercise of the new share acquisition rights.

25. Term during which the new share acquisition rights can be exercised: To be determined in accordance with item 9. above.

26. Matters concerning increase in capital and capital reserves in case of issuance of shares through exercise of new share acquisition rights:

    To be determined in accordance with item 11. above.

27. Limitation on the acquisition of new share acquisition rights by assignment:

    The acquisition of the new share acquisition rights by assignment shall require the approval of the Reorganized Company.

28. Provisions governing the redemption of new share acquisition rights by the Reorganized Company:

    To be determined in accordance with item 13. above.

29. Other conditions on the exercise of new share acquisition rights: To be determined in accordance with item 10. above.

30. New Share Acquisition Right securities

    When requested by the Grantee, the Company will issue new share acquisition right securities to the person in question.

31. Payment handling Bank for exercising New Share Acquisition Rights Sumitomo Mitsui Banking Corporation, Tokyo Main Office

    1-1-2,Marunouchi, Chiyoda-ku, Tokyo, Japan

32. Location to request exercise of New Share Acquisition Rights Sumitomo Corporation

    1-8-11, Harumi, Chuo-ku, Tokyo, Japan

33. Number of shares in one voting unit 100 shares