Mitsubishi Gas Chemical : Notice Regarding Results of the Tender Offer of Subsidiary Shares That Resulted in Changes in Subsidiaries and the Dissolution of a Capital and Business Alliance

December 1, 2023

Company name: Mitsubishi Gas Chemical Company, Inc.

Representative: Masashi Fujii, Representative Director & President

Securities code: 4182 (The Prime Market of the Tokyo Stock Exchange)

Contact: Satoshi Takizawa, General Manager, IR Department

TEL: +81-3-3283-5041

Notice Regarding Results of the Tender Offer of Subsidiary Shares That Resulted in Changes in

Subsidiaries and the Dissolution of a Capital and Business Alliance

As announced on October 31, 2023 via a press release "Notice Regarding Application for the Tender Offer of Subsidiary Shares That Will Result in Changes in Subsidiaries and the Dissolution of a Capital and Business Alliance" (the "Press Release"), Mitsubishi Gas Chemical Company, Inc. ("MGC") signed an agreement (the "Application Agreement") with JSP Corporation ("JSP"), a consolidated subsidiary, that stipulates that MGC shall apply for a tender offer (the "Tender Offer") undertaken by JSP for its shares. After that, MGC applied for the Tender Offer in accordance with the Application Agreement and was notified by JSP that the Tender Offer was successfully completed on November 30, 2023, with all 3,600,000 shares MGC has applied to sell being expected to be repurchased by JSP. As a result, JSP, along with its wholly owned subsidiary JSP International Group Ltd., will cease to be a consolidated subsidiary of MGC at the date of settlement for the Tender Offer, as announced by the Press Release. Accordingly, a basic agreement (the "Basic Agreement") signed by MGC and JSP on February 4, 2015 regarding a capital and business alliance between two companies will be terminated, resulting in the dissolution of the capital and business alliance (the "Capital and Business Alliance") as stipulated by the Basic Agreement.

For detailed results of the Tender Offer, please also refer to the attached reference material ("Notice Regarding the Results for the Tender Offer, the Completion of Repurchase of Own Shares, and the Transfer in Parent Company and Other Affiliated Company" issued by JSP on December 1, 2023).

1. Overview of Results of MGC's Application for Tender Offer

Notice Regarding the Results for the Tender Offer, the Completion of Repurchase of Own Shares, and

the Transfer in Parent Company and Other Affiliated Company

JSP Corporation (hereinafter, the "Company") resolved at the Board of Directors meeting held on October 31, 2023 to repurchase its own shares and implement a tender offer (hereinafter, the "Tender Offer") as a specific method specified under the provisions of Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended; hereinafter, the "Companies Act"), as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the provisions of the Company's Articles of Incorporation and implemented the Tender Offer from November 1, 2023. The Company hereby announces that the Tender Offer was completed on November 30, 2023.

In addition, the repurchase of the own shares by the Company, which was resolved at the Board of Directors meeting held on October 31, has been completed with the completion of the Tender Offer.

Furthermore, the Company announces that MITSUBISHI GAS CHEMICAL COMPANY, INC. (hereinafter, "MGC"), the lagest shareholder and the parent company of the Company, will cease to be the parent company of the Company and is going to be newly classified as an other affiliated company of the Company from December 22, 2023, which is the commencement date of settlement of the Tender Offer.

I. Results of the Tender Offer

1. Summary of the purchases

(1) Name and address of the tender offeror

1. Class of listed shares repurchased Common shares
2. Tender offer period
3. • Purchase period (hereinafter, the "Tender Offer Period")
     From Wednesday, November 1 to Thursday, November 30, 2023（20 business days）

• Date of Public Notice of the Commencement of the Tender Offer Wednesday, November 1, 2023

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(4) Tender offer price

1,661 yen per common share

(5) Method of payment

• Name and location of the head office of the securities company that will settle the purchase, etc

• Commencement date of settlement Friday, December 22, 2023

• Method of payment

A notice of purchase under the Tender Offer will be sent to the address of the person accepting the offer to purchase or applying to tender shares in the Tender Offer (hereinafter, the "Tendering Shareholders") without delay after the end of the Tender Offer Period. (In the case of shareholders, etc. (including corporate shareholders, etc.) who are residents of a foreign country, hereinafter referred to as "Foreign Shareholders", a notice will be sent to the address of a standing proxy.)

The purchase shall be made with cash. Without delay after the commencement date of settlement and in accordance with the Tendering Shareholders' instructions (or, in the case of Foreign Shareholders, their standing proxies), the purchase price for the shares purchased will be remitted by the tender offer agent to the financial accounts designated by the Tendering Shareholders (or, in the case of Foreign Shareholders, their standing proxies) or will be paid to the Tendering Shareholders' securities trading accounts that were used when the tender offer agent accepted their applications.

(Note) Regarding taxation of shares purchased under the Tender Offer

Each shareholder should consult own licensed tax accountant or other expert with respect to any specific questions regarding tax consequences and is responsible for own decisions.

1. Taxation on shares purchased under the Tender Offer is as follows.
2. 1. For the Tendering Shareholders who are residents, or non-residents with a permanent establishment in Japan
      When the amount of money received for accepting the Tender Offer exceeds the amount of the portion of the Company's capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment (when the per-share purchase amount is greater than the per-share amount of capital of the Company), the amount in excess will be deemed to ge a dividend and will be taxed accordingly. Furthermore, the amount of the money received for the tendered and delivered shares pursuant to the Tender Offer less the amount deemed to be a divided shall be income from the transfer of shares. If no amount is deemed to be a dividend (when the per-share purchase amount is less than the per-share amount of capital of the Company), the entire amount shall be income from the transfer of shares.
      The amount deemed to be a divided is subject to a withholding of 20.315% (15.315% for income tax and 5% for resident tax). (There will be no special withholding of the 5% resident tax for non- residents with a permanent establishment in Japan.) However, if the shareholder is considered as a principal shareholder (hereinafter, the "Principal Shareholder") as provided for in Article 4-6-2, Paragraph 37 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (Order No. 43 of 1957, as amended), the withholding will be 20.42% (income tax and special income tax for reconstruction only). Furthermore, the amount of income from the transfer of shares less acquisition expenses related to the shares shall be, in principle, subject to separate self-

assessment taxation.

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In addition, if the amount deemed to be a dividend is to be paid on or after October 1, 2023 and if the ratio of the shares held by the Tendering Shareholders who receive the payments combining with the shares held by legal entities that would fall under the category of family companies under the Corporation Tax Act when the Tendering Shareholders are the shareholder on the basis of which the assessment is made, to total number of shares issued is three hundredths or more, the amount deemed as such dividend shall be subject to general taxation as dividend income.

The amount of transfer income less acquisition costs related to such shares is, in principle, subject to separate taxation on declaration.

In the case where shares in a tax-free account (hereinafter, the "Tax-Free Account") specified in Article 37-14 (Tax exemptions on income from transfers of small-sum listed shares, etc. in a tax- free account) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended) are tendered pursuant to the Tender Offer and the financial instruments business operator with which the Tax-Free Account was opened is Tokai Tokyo Securities Co., Ltd., income from the transfer of shares pursuant to the Tender Offer is, in principle, tax-free. If the Tax-Free Account was opened with a financial instruments business operator other than Tokai Tokyo Securities Co., Ltd., the treatment described above may not apply.

1. For the Tendering Shareholders who are non-residents without a permanent establishment in Japan The amount deemed to be a dividend will be subject to a withholding of 15.315% (income tax

and special income tax for reconstruction only). If the shareholder is considered as the Principal Shareholder, the withholding will be 20.42% (income tax and special income tax for reconstruction only). As a general rule, income arising from the transfer will not be subject to taxation.

(c) For institutional shareholders

When the amount of money received for accepting the Tender Offer exceeds the amount of the portion of the Company's capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment, the amount in excess will be deemed to be a dividend. The amount that is deemed dividends is subject to a withholding of 15.315% (income tax and special income tax for reconstruction only).

However, on and after October 1, 2023, no income tax or special income tax will be imposed and no withholding will be made on amounts deemed to be a dividend to be paid by the Company to Tendering Shareholders (limited to legal entities (domestic legal entities) with head office or principal office in Japan) who directly hold more than one-third of the Company's shares issued on the record date for the payment of such dividends, etc.

2. Results of the Tender Offer

(1) Number of shares purchased

1. Calculation where pro rata method is employed Not applicable.

3. Locations where copies of the tender offer report are available for inspection

Ⅱ. Completion by the Company of the repurchase of its own shares 1．Details of the repurchase

1. Class of shares repurchased Common shares
2. Total number of shares repurchased 3,600,000 shares

(Note) Ratio to the total number of shares issued : 11.46% (Rounded to two decimal places)

1. Aggregate stock repurchase price 5,979,600,000 yen

(Note) The above amount does not include any fees payable to the tender offer agent or other expenses

(4) Repurchase period

From Wednesday, November 1, 2023 to Thursday, November 30, 2023

1. Method of repurchase Tender offer

The repurchase by the Company of its own shares, which was resolved at the Board of Directors meeting held on October 31, 2023, using the acquisition method specified under Article 156, Paragraph 1 of the Companies Act, as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the provisions of the Company's Articles of Incorporation, has been completed with the completion of the Tender Offer.

（Reference）Resolution adopted at the Board of Directors meeting held on October 31, 2023 related to the repurchase by the Company of its own shares

1. Class of shares to be repurchased Common shares
2. Aggregate number of shares to be repurchased Up to 3,960,100 shares

（Note）Ratio to the total number of shares issued : 12.61% (Rounded to two decimal places）

1. Aggregate repurchase price Up to 6,577,726,100 yen
2. Repurchase period
   From Wednesday, November 1, 2023 to Friday, December 29, 2023

The plan for the disposal, etc. of own shares repurchased in the Tender Offer has not been decided yet and will be disclosed as soon as a specific decision has been made.

Ⅲ. Redarding the transfer in parent company and other affiliated company

1. Circumstances leading to the transfer

The Company resolved at the Board of Directors meeting held on October 31, 2023 to implement the Tender

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Offer as a specific method specified under the provisions of Article 156, Paragraph 1 of the Companies Act as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the provisions of the Company's Articles of Incorporation, as announced in the "Notice Regarding Repurchase of Own Shares, Tender Offer for Repurchase of Own Shares and Dissolution of Capital and Business Alliance Agreement" disclosed on the same date.

In addition, the Company has entered into a tender offer agreement with MGC on October 31, 2023, to tender 3,600,000 shares (shareholding ratio (Note 1) : 12.08%), a part of the common shares of the Company held by MGC as of today, in the Tender Offer.

MGC holds 16,020,882 common shares of the Company (shareholding ratio : 53.75%) and is the largest shareholder and the parent company of the Company as of today. As MGC tendered 3,600,000 shares, a part of the common shares of the Company held by MGC, in the Tender Offer and the Company is purchasing all the share certificates, etc. tendered in the Tender Offer, MGC's voting rights ratio (Note 2) will be 47.75%, and therefore MGC will cease to be the parent company of the Company and is going to be newly classified as an other affiliated company of the Company from December 22, 2023 (the commencement date of settlement of the Tender Offer).

(Note 1) The "shareholding ratio" means the ratio based on the number of shares (29,808,029 shares) obtained by deducting the number of treasury shares (1,605,444 shares) held by the Company as of September 30, 2023, as stated in the "Summary of Financial Statements (Consolidated) for the Second Quarter of the Year Ending March 31, 2024 〔Japanese GAAP〕" disclosed by the Company on October 31, 2023, from the total number of shares issued (31,413,473 shares) as of September 30, 2023, as stated in the "Report for the Second Quarter of the 66th term" filed on November 7, 2023, rounded to two decimal places. The same shall be applied hereinafter in the calculation of shareholding ratio.

(Note 2) The term "voting rights ratio" means the ratio based on the number of voting rights (261,812 voting rights) obtainted by deducting the number of voting rights (36,000 voting rights) related to the number of shares agreed to be tendered (3,600,000 shares) from the number of voting rights (297,812 voting rights) as of September 30, 2023 as stated in the "Report for the Second Quarter of the 66th term" filed on November 7, 2023, rounded to two decimal places. The same shall be applied hereinafter in the calculation of the voting rights ratio. If the Company purchases all the share certificates, etc. tendered, the voting rights related to the common shares of the Company held by MGC (12,420,882 shares) will be 124,208. In addition, the voting rights related to the common shares of the Company held by MGC's consolidated subsidiaries, Mitsubishi Gas Chemical Trading, Inc. (number of shares held : 58,250 shares), JAPAN FINECHEM COMPANY, INC. (number of shares held : 10,772 shares) and Japan U-PiCA Company Ltd. (number of shares held : 10,772 shares), are 796. In calculation of the voting rights ratio hereinafter, the number of voting rights related to indirect holdings through consolidated subsidiaries is included.

3. Profile of MGC