JSR : Notice Concerning Results of the Tender Offer And Change of Parent Company and Largest Major Shareholder

Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Notice Concerning Results of the Tender Offer for the Company Shares, etc. by JICC-02, Ltd. and

Change of Parent Company and Largest Major Shareholder

The Company hereby announces as follows that a tender offer for the common shares of the Company (the "Company Shares"), the Company Share Options (Note 1) and the Company ADRs (Note 2) (the Company Shares, Company Share Options and the Company ADRs are hereinafter collectively referred to as the "Company Shares, etc."), which had been conducted by JICC-02, Ltd. (the "Tender Offeror") since March 19, 2024 (the "Tender Offer"), has been completed as of April 16, 2024.

The Company also announces as follows that, as a result of the Tender Offer, the parent company and the largest major shareholder of the Company is expected to change as of April 23, 2024 (being the commencement date of payment of the Tender Offer).

(Note 1) The Company Share Options collectively refer to the share options described below.

1. Share options issued pursuant to the resolutions adopted at the Annual General Meeting of the Shareholders held on June 17, 2005, and the Board of Directors Meeting held on June 17, 2005 (hereinafter referred to as the "Series 1 Share Options") (where the exercise period is from June 18, 2005 to June 17, 2025);
2. Share options issued pursuant to the resolutions adopted at the Annual General Meeting of the Shareholders held on June 16, 2006, and the Board of Directors Meeting held on July 10, 2006 (hereinafter referred to as the "2006 Share Options (for Directors)") (where the exercise period is from August 2, 2006 to June 16, 2026);
3. Share options issued pursuant to the resolutions adopted at the Annual General Meeting of the Shareholders held on June 16, 2006, and the Board of Directors Meeting held on July 10, 2006 (hereinafter referred to as the "2006 Share Options (for Executive Officers)") (where the exercise period is from August 2, 2006 to June 16, 2026);
4. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 15, 2007, and the Board of Directors Meeting held on July 9, 2007 (the "2007 Share Options") (where the exercise period is from July 11, 2007 to July 10, 2027);
5. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 13, 2008, and the Board of Directors Meeting held on July 14, 2008 (the "2008 Share Options") (where the exercise period is from July 16, 2008 to July 15, 2028);
6. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 16, 2009, and the Board of Directors Meeting held on July 13, 2009 (the "2009 Share Options") (where the exercise period is from July 15, 2009 to July 14, 2029);
7. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 18, 2010, and the Board of Directors Meeting held on July 12, 2010 (the "2010 Share Options") (where the exercise period is from July 14, 2010 to July 13, 2030);

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1. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 17, 2011, and the Board of Directors Meeting held on July 11, 2011 (the "2011 Share Options") (where the exercise period is from July 13, 2011 to July 12, 2031);
2. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 15, 2012, and the Board of Directors Meeting held on July 9, 2012 (the "2012 Share Options") (where the exercise period is from July 11, 2012 to July 10, 2032);
3. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on June 21, 2013, the Board of Directors Meeting held on June 27, 2013 and the Board of Directors Meeting held on July 8, 2013 (the "2013 Share Options") (where the exercise period is from July 17, 2013 to July 16, 2033); and
4. Share options issued pursuant to the resolutions adopted at the Board of Directors Meeting held on July 14, 2014, and the Board of Directors Meeting held on July 28, 2014 (the "2014 Share Options") (where the exercise period

is from July 31, 2014 to July 30, 2034).

(Note 2) The Company ADRs refer to American depositary receipts for the Company Shares issued in the U.S. by Citibank, N.A., the Bank of New York Mellon Corporation, Convergex Depositary, Inc., and JPMorgan Chase Bank, N.A..

1. The Results of the Tender Offer

The Company received a report from the Tender Offeror today regarding the results of the Tender Offer, as described in the attached "Announcement Regarding Result of Tender Offer for JSR Corporation (Securities Code: 4185) ".

As the total number of the Company Shares, etc. tendered to the Tender Offer exceeded the minimum number of shares to be purchased in the Tender Offer, the Tender Offer was successfully completed.

2. Change in Parent Company and Largest Major Shareholder

1. Scheduled date of change
   April 23, 2024 (commencement date of payment of the Tender Offer)
2. Background of the Change
   The Company received a report today from the Tender Offeror stating that a total of 175,272,231 Company Shares (the Company Share Options are converted into the number of shares underlying the Company Share Options, and the Company ADRs are converted into the number of base shares underlying the Company ADRs (the number of shares that would be issued if the Company ADRs were converted into the Company Shares), and the same shall apply hereinafter.) were tendered in the Tender Offer and it exceeded the minimum number of shares to be purchased (138,507,100 shares). Additionally, as the Tender Offer was successfully completed, the Tender Offeror is to acquire all of the tendered Company Shares.
   As a result, upon payment of the Tender Offer, as of April 23, 2024 (the commencement date of payment of the Tender Offer), the ratio of the number of voting rights held by the Tender Offeror to the number of voting rights of all shareholders of the Company will exceed 50%, and the Tender Offeror will become a new parent company and the largest major shareholder of the Company. Accordingly, JIC PEFJ1 Limited Partnership, which is the parent company of the Tender Offeror, will also indirectly own the Company Shares through the Tender Offeror, and will therefore become a parent company of the Company.
3. Outline of Shareholders, etc. to be Changed

(i) Outline of the Shareholder who will become a new parent company and the largest major shareholder

1. Relationship between the Company and the Tender Offeror

1. Relationship between the Company and the Shareholder Status of investment between
   the Company and the None Shareholder

1. The Number of Voting Rights and the Ownership Ratio of Voting Rights held by the Shareholders Before and After the Change
   (i) JICC-02, Ltd.

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(Note 3) "Ownership Ratio of Voting Rights" refers to the amount (expressed as a percentage and rounded to two decimal places) of the number of voting rights for the number of Company Shares held, divided by the number of the Company Shares (207,760,664 shares) which is obtained by adding the number of the Company Shares (3,700 shares) to be issued upon exercise of the Series 1 Share Options outstanding as of December 31, 2023 (37 Share Options), the number of the Company Shares (2,300 shares) to be issued upon exercise of 2006 Share Options (for Directors) outstanding as of December 31, 2023 (23 Share Options), the number of the Company Shares (800 shares) to be issued upon exercise of 2006 Share Options (for Executive Officers) outstanding as of December 31, 2023 (8 Share Options), the number of the Company Shares (4,600 shares) to be issued upon exercise of 2007 Share Options outstanding as of December 31, 2023 (46 Share Options), the number of the Company Shares (9,600 shares) to be issued upon exercise of 2008 Share Options outstanding as of December 31, 2023 (96 Share Options), the number of the Company Shares (18,400 shares) to be issued upon exercise of 2009 Share Options outstanding as of December 31, 2023 (184 Share Options), the number of the Company Shares (22,900 shares) to be issued upon exercise of 2010 Share Options outstanding as of December 31, 2023 (229 Share Options), the number of the Company Shares (32,200 shares) to be issued upon exercise of 2011 Share Options outstanding as of December 31, 2023 (322 Share Options), the number of the Company Shares (38,200 shares) to be issued upon exercise of 2012 Share Options outstanding as of December 31, 2023 (382 Share Options), the number of the Company Shares (9,000 shares) to be issued upon exercise of 2013 Share Options outstanding as of December 31, 2023 (90 Share Options), and the number of the Company Shares (10,600 shares) to be issued upon exercise of 2014 Share Options outstanding as of December 31, 2023 (106 Share Options) to the number of the Company Shares issued as of December 31, 2023 (208,400,000 shares), as stated in the Company's Third Quarterly Report for the 79th fiscal year submitted by the Company on February 13, 2024 (total 208,552,300 shares), and deducting the number of treasury shares held by the Company as of December 31, 2023 described in the Company's Third Quarterly Consolidated Financial Results [IFRS] for the fiscal year ended March 31, 2024, as submitted by the Company on February 5, 2024 (791,636 shares). The same shall apply to the description of "Ownership Ratio of Voting Rights" hereinafter.

(ii) JIC PEFJ1 Limited Partnership

1. Change in Unlisted Parent Company, etc. Subject to Disclosure
   As a result of the Tender Offer, the Tender Offeror and JIC PEFJ1 Limited Partnership will become unlisted parent companies, etc. of the Company. However, the Tender Offeror, which is in a position to exercise influence by directly holding the Company Shares and is considered to have the greatest impact on decision-making and business activities of the Company, will be subject to disclosure as an unlisted parent company of the Company.
2. Future Prospects
   As stated above, as the Tender Offeror was unable to acquire all of the Company Shares (including the Company Shares to be delivered upon exercise of the Company Share Options and excluding treasury stock held by the Company), the Company Share Options and the Company ADRs through the Tender Offer, the Tender Offeror plans to make the Tender Offeror the sole shareholder of the Company through the series of procedures described in "5. Policy on Organizational Restructuring, etc. after the Tender Offer (Matters Concerning the So-CalledTwo-Step Acquisition)" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer" of the Company's press release "Announcement of Opinion on the Tender Offer and

Recommendation for our Shareholders to Tender their Shares in the Tender Offer to be Conducted by JICC-02, Ltd. for the

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Shares in JSR Corporation" dated March 18, 2024. As a result of the implementation of such procedures, the Company Shares are scheduled to be delisted through prescribed procedures by the delisting standards of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"). After the delisting, the Company Shares will no longer be traded on the Tokyo Stock Exchange Prime Market. The specific procedures in the future and the timing of their implementation will be announced upon discussions with the Tender Offeror as soon as a decision on such procedures and timing has been reached.

(Attachments)

Announcement Regarding Result of Tender Offer for JSR Corporation (Securities Code: 4185)

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[Translation] April 17, 2024

Representative: Osamu Itabashi, Representative Director

Announcement Regarding Result of Tender Offer

for JSR Corporation (Securities Code: 4185)

On March 18, 2024, JICC-02, Ltd. (the "Offeror") decided to acquire the share certificates, etc. of JSR Corporation (Securities Code: 4185, Prime Market of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"); that company, the "Target Company") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") and commenced the Tender Offer on March 19, 2024. Since the Tender Offer was completed on April 16, 2024, the Offeror hereby announces the result thereof, as described below.

1. Outline of tender offer

1. Name and address of the Offeror
   Name: JICC-02, Ltd.
   Address: 3-1 Toranomon 1-chome,Minato-ku, Tokyo
2. Name of the Target Company JSR Corporation
3. Class of share certificates, etc. for tender offer
4. 1. Common stock
   2. Stock acquisition rights
   3. 1. Stock acquisition rights issued pursuant to the resolution at the ordinary general meeting of shareholders held on June 17, 2005 and the resolution at the board of directors meeting held on June 17, 2005 (the "First Stock Acquisition Rights") (the exercise period is from June 18, 2005 to June 17, 2025)
      2. Stock acquisition rights issued pursuant to the resolution at the ordinary general meeting of shareholders held on June 16, 2006 and the resolution at the board of directors meeting held on July 10, 2006 (the "Stock Acquisition Rights for 2006 (for Directors)") (the exercise period is from August 2, 2006 to June 16, 2026)
      3. Stock acquisition rights issued pursuant to the resolution at the ordinary general meeting of shareholders held on June 16, 2006 and the resolution at the board of directors meeting held on July 10, 2006 (the "Stock Acquisition Rights for 2006 (for Officers)") (the exercise period is from August 2, 2006 to June 16, 2026)
      4. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 15, 2007 and the resolution at the board

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of directors meeting held on July 9, 2007 (the "Stock Acquisition Rights for 2007") (the exercise period is from July 11, 2007 to July 10, 2027)

1. 1. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 13, 2008 and the resolution at the board of directors meeting held on July 14, 2008 (the "Stock Acquisition Rights for 2008") (the exercise period is from July 16, 2008 to July 15, 2028)
   2. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 16, 2009 and the resolution at the board of directors meeting held on July 13, 2009 (the "Stock Acquisition Rights for 2009") (the exercise period is from July 15, 2009 to July 14, 2029)
   3. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 18, 2010 and the resolution at the board of directors meeting held on July 12, 2010 (the "Stock Acquisition Rights for 2010") (the exercise period is from July 14, 2010 to July 13, 2030)
   4. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 17, 2011 and the resolution at the board of directors meeting held on July 11, 2011 (the "Stock Acquisition Rights for 2011") (the exercise period is from July 13, 2011 to July 12, 2031)
   5. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 15, 2012 and the resolution at the board of directors meeting held on July 9, 2012 (the "Stock Acquisition Rights for 2012") (the exercise period is from July 11, 2012 to July 10, 2032)
   6. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on June 21, 2013, the resolution at the board of directors meeting held on June 27, 2013, and the resolution at the board of directors meeting held on July 8, 2013 (the "Stock Acquisition Rights for 2013") (the exercise period is from July 17, 2013 to July 16, 2033)
   7. Stock acquisition rights issued pursuant to the resolution at the board of directors meeting held on July 14, 2014 and the resolution at the board of directors meeting held on July 28, 2014 (the "Stock Acquisition Rights for 2014"; the First Stock Acquisition Rights, the Stock Acquisition Rights for 2006 (for Directors), the Stock Acquisition Rights for 2006 (for Officers), the Stock Acquisition Rights for 2007, the Stock Acquisition Rights for 2008, the Stock Acquisition Rights for 2009, the Stock Acquisition Rights for 2010, the Stock Acquisition Rights for 2011, the Stock Acquisition Rights for 2012, the Stock Acquisition Rights for 2013, and the Stock Acquisition Rights for 2014 are hereinafter collectively referred to as the "Stock Acquisition Rights") (the exercise period is from July 31, 2014 to July 30, 2034)
2. Depositary receipts for share certificates, etc.
   The common shares of the Target Company (the "Target Company Shares") pertaining to the American Depositary Shares ("ADSs") deposited with

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Citibank, N.A., The Bank of New York Mellon, Convergex Depositary, Inc., and JPMorgan Chase Bank, N.A. (collectively, the "Depositary Banks") represented by the American Depositary Receipts ("ADRs") for the Target Company Shares issued in the U.S. by the Depositary Banks

Note: According to the registration statements for ADRs (Form F-6EF) filed by Citibank, N.A., The Bank of New York Mellon, Convergex Depositary, Inc., and JPMorgan Chase Bank, N.A. with the U.S. Securities and Exchange Commission on November 4, 2008, September 17, 2010, October 15, 2014, and August 26, 2022, respectively, ADRs have been issued for the Target Company Shares, and according to the Target Company, the Target Company was not involved in the issuance of the ADRs. Since the Offeror aims to acquire all of the Target Company Shares through the Tender Offer, the Offeror is required to solicit offers to sell all share certificates, etc. issued by the Target Company pursuant to the provisions of Article 27-2, Paragraph 5 of the Act and Article 8, Paragraph 5, Item (iii) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended, the "Cabinet Order"), and so the ADRs have been included in the class of share certificates, etc. to be purchased. However, as the ADRs are securities issued in the U.S., the Offeror has found it difficult in practice for the Offeror, which resides in Japan, to acquire the ADRs through the Tender Offer, which will be conducted outside the U.S., because there is no financial instruments business operator, etc. that is capable of handling the ADRs as a tender offer agent. Therefore, in the Tender Offer, the Offeror accepts only tenders of the Target Company Shares and the Stock Acquisition Rights and does not accept any tender of the ADRs, but the Offeror does accept tenders of the Target Company Shares for the ADSs represented by the ADRs.

(4) Number of shares certificates, etc. to be purchased

Target Company's shareholders in accordance with the Companies Act (Act No.86 of 2005, as amended), the Target Company may purchase its own shares less than one unit during the purchase period of the

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Tender Offer (the "Tender Offer Period") in accordance with procedures required by laws and regulations.

Note 3: The Offeror does not intend to acquire the treasury shares held by the Target Company through the Tender Offer.

Note 4: In the Tender Offer, the Offeror has not set a maximum number of shares to be purchased, so the number of shares to be purchased is stated as the maximum number of share certificates, etc. that can be acquired by the Offeror through the Tender Offer (207,760,664 shares). This maximum number (the "Total Number of Shares After Considering Potential Shares") is equal to the sum (208,552,300 shares) of the total number of issued shares of the Target Company as of December 31, 2023 (208,400,000 shares) as stated in the "Quarterly Securities Report for the First Nine Months of the 79th Fiscal Year" submitted by the Target Company on February 13, 2024 (the "Target Company's Quarterly Securities Report for the First Nine Months") and (i) the Target Company Shares (3,700 shares) underlying the First Stock Acquisition Rights (37 stock acquisition rights), (ii) the Target Company Shares (2,300 shares) underlying the Stock Acquisition Rights for 2006 (for Directors) (23 stock acquisition rights), (iii) the Target Company Shares (800 shares) underlying the Stock Acquisition Rights for 2006 (for Officers) (8 stock acquisition rights), (iv) the Target Company Shares (4,600 shares) underlying the Stock Acquisition Rights for 2007 (46 stock acquisition rights), (v) the Target Company Shares (9,600 shares) underlying the Stock Acquisition Rights for 2008 (96 stock acquisition rights), (vi) the Target Company Shares (18,400 shares) underlying the Stock Acquisition Rights for 2009 (184 stock acquisition rights), (vii) the Target Company Shares (22,900 shares) underlying the Stock Acquisition Rights for 2010 (229 stock acquisition rights), (viii) the Target Company Shares (32,200 shares) underlying the Stock Acquisition Rights for 2011 (322 stock acquisition rights), (ix) the Target Company Shares (38,200 shares) underlying the Stock Acquisition Rights for 2012 (382 stock acquisition rights), (x) the Target Company Shares (9,000 shares) underlying the Stock Acquisition Rights for 2013 (90 stock acquisition rights), and (xi) the Target Company Shares (10,600 shares) underlying the Stock Acquisition Rights for 2014 (106 stock acquisition rights), in each case remaining as of February 29, 2024 and as reported by the Target Company, less the treasury shares (791,636 shares) owned by the Target Company as of December 31, 2023 as stated in the "Consolidated Financial Results for the First Nine Months of the Fiscal Year Ending March 31, 2024 (under IFRS)" released by the Target Company on February 5, 2024.

Note 5: The Stock Acquisition Rights may be exercised up to the last day of the Tender Offer Period, but any Target Company Shares issued or transferred through that exercise are also subject to the Tender Offer.

1. Tender offer period
2. 1. Tender offer period

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From March 19, 2024 (Tuesday) to April 16, 2024 (Tuesday) (20 business days)

1. 1. Possibility of extension of tender offer period upon request of the Target Company
      N/A
2. Price of tender offer
3. 1. 4,350 yen per share of common stock
   2. Stock acquisition rights
      434,900 yen per stock acquisition right for the First Stock Acquisition Rights
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2006 (for Directors)
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2006 (for Officers)
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2007
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2008
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2009
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2010
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2011
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2012
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2013
      434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2014
   3. Depositary receipts for share certificates, etc.
      4,350 yen per share for the Target Company Shares pertaining to the ADSs
      Note: In the Tender Offer, the Offeror accepts the tender of the Target Company Shares for the ADSs represented by the ADRs and does not accept any tender of the ADRs; therefore, the purchase price per share of the Target Company Shares to be received upon delivering the ADSs to the Depositary Banks is indicated.

2. Result of tender offer

1. Outcome of the Tender Offer

In the Tender Offer, the condition was that if the total number of Tendered Share Certificates, Etc. is less than the minimum number of shares to be purchased (138,507,100 shares), the Offeror would not purchase any of the Tendered Share

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