Announcement Regarding Planned Commencement of Tender Offer for SHINKO ELECTRIC INDUSTRIES CO., LTD. (Securities Code: 6967) by JICC-04, Ltd. (473.2 KB)

Notice: This document is a 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.

[Translation] December 12, 2023

Announcement Regarding Planned Commencement of Tender Offer

for SHINKO ELECTRIC INDUSTRIES CO., LTD. (Securities Code: 6967)

JICC-04, Ltd. (the "Offeror") hereby announces that, on December 12, 2023, it decided to acquire the common stock of SHINKO ELECTRIC INDUSTRIES CO., LTD. (Securities Code: 6967, Prime Market of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"); the company is hereinafter referred to as the "Target Company," and its common stock, the "Target Company Shares") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act").

Because the procedures and steps required under domestic and foreign competition laws (at present, while it is believed that procedures will be required in Japan and foreign countries including China and South Korea and that procedures may be required in Vietnam, the decision on whether it is necessary to take procedures may change in the future depending on further confirmation of facts concerning the Target Company's business or assets and views expressed by relevant authorities; hereinafter the same) and foreign investment control laws and regulations (at present, while it is believed that procedures may be required in the U.S., the decision on whether it is necessary to take procedures may change in the future depending on further confirmation of facts concerning the Target Company's business or assets and views expressed by relevant authorities; hereinafter the same) will take time to complete, the Offeror plans to commence the Tender Offer on the following date (the "Tender Offer Commencement Date"): a date that is (i) within 10 business days after the aforementioned procedures and steps are completed and other conditions precedent (Note 1) set out in the Master Transaction Agreement (as defined in "(1) Summary of the Tender Offer" in "1. Purpose of the Tender Offer" below; hereinafter the same) (those conditions precedent, the "Tender Offer Conditions Precedent") (excluding those to be satisfied on the commencement date of the Tender Offer) are satisfied (or waived at the discretion of the Offeror (Note 2)) (however, if a Counter Proposal (as defined in "(6) Matters relating to material agreements regarding the Tender Offer" in "1. Purpose of the Tender Offer" below; hereinafter the same) has been made as of such date, then the earlier of (a) the date on which 20 business days have elapsed since the date on which Fujitsu Limited ("Fujitsu") makes a request to the Offeror for consultation regarding changing the Tender Offer Price and the Repurchase Price or (b) the date on which Fujitsu covenants in writing that it will not accept the Counter Proposal) and (ii) determined by the Offeror upon consultation with Fujitsu. As of today, the Offeror aims, based on discussions with local law firms concerning such procedures, to commence the Tender Offer in or around late August 2024, but since it is difficult to accurately estimate the amount of time required for the procedures involving foreign competition authorities and authorities having jurisdiction over investment control laws and regulations, the detailed schedule for the Tender Offer will be promptly announced as soon as it is decided. Any changes to the expected timing of the commencement

1

of the Tender Offer will be also announced promptly.

Note 1: Under the Master Transaction Agreement, the Tender Offer Conditions Precedent are stipulated as follows: (i) the permanent Special Committee (as defined in "(B) Procurement by the Target Company of a written report from an independent special committee" in "(3) Measures to ensure the fairness of the Tender Offer Price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer" in "1. Purpose of the Tender Offer" below), established by the Target Company on June 17, 2022 based on the Corporate Governance Code published by the Tokyo Stock Exchange, has reported to the board of directors of the Target Company that it is appropriate for the board of directors of the Target Company to express its opinion in favor of the Transactions (as defined in "(1) Summary of the Tender Offer" in "1. Purpose of the Tender Offer" below; hereinafter the same) and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer, and the report has not been changed or withdrawn; (ii) the board of directors of the Target Company has adopted a resolution with the unanimous approval of all disinterested directors to express its opinion in favor of the Tender Offer and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer, and that opinion has been publicly announced in accordance with laws and regulations and has not been changed or withdrawn, and no resolution in contradiction therewith has been passed; (iii) no judgment has been made or is likely to be made by any judicial or administrative agency that restricts or prohibits the Transactions; (iv) Fujitsu has performed and complied with, in all material respects, all of its obligations under the Master Transaction Agreement (Note 3), and there has been no breach of Fujitsu's representations and warranties under the Master Transaction Agreement (Note 4) that would have a material adverse effect (Note 5) (however, Fujitsu shall be given an opportunity to cure any nonperformance, noncompliance, or breach in advance, and if the nonperformance, noncompliance, or breach is cured within a reasonable period of time, the foregoing conditions shall be deemed satisfied); (v) the acquisition of Clearance (Note 6) has been completed; (vi) confirmation has been obtained in writing from the Target Company that, as of the business day immediately preceding the Tender Offer Commencement Date, there is no material fact regarding the business, etc. (excluding those publicly announced in accordance with Article 166, Paragraph 4 of the Act of the Target Company as provided for in Article 166, Paragraph 2 of the Act, except for matters relating to the Transactions including the Tender Offer to be announced on that date by the Target Company; (vii) no settlement failure event (Note 7) has occurred with regard to the financial institution that will become the lender in the borrowings (including mezzanine borrowings) by the Offeror or its parent company for the purpose of financing the Transactions; (viii) the "Memorandum of Understanding Regarding Tender Offer" (the "MOU") between the Offeror and the Target Company dated as of the date of execution of the Master Transaction Agreement remains in effect, and the Target Company has performed and complied with, in all material respects, all of its obligations under the MOU (however, the foregoing conditions shall be deemed satisfied unless a breach of such obligations has a material adverse effect); (ix) if the Tender Offer has commenced on or after the date of execution of the Master Transaction Agreement, no circumstances have arisen in the Target Company that would allow the withdrawal of the Tender Offer pursuant to the provisions of the proviso of Article 27-11, Paragraph 1 of the Act (however, limited to the circumstances set out in

2

Note 7: "Settlement failure event" means, with regard to the financial institutions that will become the lenders in the borrowings by the Offeror or its parent company for the purpose of financing the Transactions (referring to MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Hachijuni Bank, Ltd., and Aozora Bank, Ltd.), (i) any natural disaster, war, or outbreak of terrorism, (ii) any breakdown or failure of electric, communication or various clearing systems, (iii) any event where, in the Tokyo Interbank Market, a loan of yen funds cannot be executed, and (iv) any other event that is similar to (i) through (iii) above for any reason not attributable to the financial institutions for which the financial institutions objectively and reasonably determine that it is objectively impossible to conduct the settlement of the financing due to that event.

Note 8: Please refer to "(6) Matters relating to material agreements regarding the Tender Offer" in "1. Purpose of the Tender Offer" below for details of termination events set out in the Master Transaction Agreement.

1. Purpose of the Tender Offer

1. Summary of the Tender Offer
   The Offeror is a stock company (kabushiki kaisha) established on September 29, 2023 and whose business primarily consists of controlling and managing the business activities of the Target Company through the acquisition and holding of the share certificates, etc. of the Target Company after the completion of the Tender Offer. As of today, JIC Capital, Ltd. ("JICC"), which is a wholly-owned subsidiary of Japan Investment Corporation ("JIC"), holds all of the issued shares of the Offeror. During the period up to the time of settlement of the Tender Offer, JICC will transfer all of the issued shares of the Offeror to JIC PEF1 Limited Partnership and JIC PEFJ1 Limited Partnership, both managed by JICC. In addition, during the period from the completion of the Tender Offer to the time of settlement of the Tender Offer, the Offeror will commence procedures for a capital contribution by a third-party allotment of common shares through which shares are allotted by the Offeror to the JICC Funds (meaning other investment limited partnerships or other entities in which JICC or its subsidiaries or affiliates act as general partners, including JIC PEF1 Limited Partnership and JIC PEFJ1 Limited Partnership; the same shall apply hereinafter; investment limited partnerships included in the JICC Funds include those in which Hachijuni Sustainability No. 1 Fund (general partner: Hachijuni Investment Co., Ltd. ("Hachijuni Investment")) will invest as a limited partner), Dai Nippon Printing Co., Ltd. ("DNP"), and Mitsui Chemicals, Inc. ("Mitsui Chemicals"; the JICC Funds, DNP, and Mitsui Chemicals are hereinafter collectively referred to as the "JICC Alliance," and the capital contribution, the "Contribution (Common Shares)") and procedures for a capital increase by a third- party allotment of preferred shares (non-voting class shares with no conversion rights to common stock) through which shares are allotted by the Offeror to DNP and Mitsui Chemicals (the "Contribution (Preferred Shares)"; together with the Contribution (Common Shares), the "Contributions") for the purpose of providing for the funds necessary to execute the Transactions. JIC, the JICC Alliance, and the Offeror do not hold any Target Company Shares as of today. After the Contributions, the JICC Funds, DNP, and Mitsui Chemicals will hold 80.00%, 15.00%, and 5.00% of common stock of the Offeror, respectively.

4

Today, the Offeror entered into a master transaction agreement with Fujitsu (the "Master Transaction Agreement"; for details of the Master Transaction Agreement, please refer to "(6) Matters relating to material agreements regarding the Tender Offer" below), and decided to conduct the Tender Offer for all of the Target Company Shares (excluding the Target Company Shares held by Fujitsu (number of shares held: 67,587,024 shares, ownership percentage (Note 9): 50.02%; the "Fujitsu Holding Shares") and the treasury shares held by the Target Company) as part of the series of transactions aimed at making the Offeror the sole shareholder of the Target Company and taking the Target Company Shares listed on the Prime Market of Tokyo Stock Exchange as of today private (the "Transactions") on the condition that the Tender Offer Conditions Precedent are satisfied or, at the discretion of the Offeror, waived.

Note 9: "Ownership percentage" means the ratio of the shares owned (rounded to two decimal places) to the sum (135,117,512 shares) of the total number of issued shares of the Target Company as of September 30, 2023 (135,171,942 shares) as stated in the "Summary of Consolidated Financial Results for the Six Months Ended September 30, 2023 (based on Japanese GAAP)" announced by the Target Company on October 26, 2023 (the "Target Company's Financial Results for the Six Months") minus the treasury shares (54,430 shares) owned by the Target Company as of September 30, 2023. This applies hereinafter in the calculation of the ownership percentage.

The Transactions consist of the following procedures through which the Offeror intends to ultimately make the Target Company a wholly-owned subsidiary of the Offeror:

1. the Tender Offer by the Offeror;
2. procedures for the Share Consolidation (as defined in "(4) Policy for organizational restructuring after the Tender Offer (matters relating to a so- called "Two-Step Acquisition")" below; hereinafter the same) to be conducted by the Target Company in order to make the Offeror and Fujitsu the only shareholders of the Target Company if the Offeror is not able to acquire all of the Target Company Shares (excluding the Fujitsu Holding Shares and the treasury shares held by the Target Company) through the Tender Offer (the "Squeeze-Out Procedures");
3. (i) the provision of funds to the Target Company by the Offeror (which is expected to be through a capital increase by a third-party allotment through which shares are allotted to the Offeror or through a loan to the Target Company (the "Financing")) and (ii) a decrease in the amounts of the stated capital, capital reserve, and retained earnings reserve of the Target Company in accordance with Article 447, Paragraph 1 and Article 448, Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended, the "Companies Act") (the "Capital Decrease, Etc.") (Note 10), each to be conducted by the Target Company for the purpose of procuring funds and a distributable amount necessary for conducting the Target Company's acquisition of the Fujitsu Holding Shares on the condition that the Share Consolidation becomes effective (the "Share Repurchase"); and
4. the Share Repurchase.

5

Please refer to "(4) Policy for organizational restructuring after the Tender Offer (matters relating to a so-called"Two-Step Acquisition")" below for details of the Share Consolidation.

Note 10:It is planned that, upon the Capital Decrease, Etc., the Target Company will transfer (i) part or all of the decreased stated capital and capital reserve to other capital surplus and (ii) all of the decreased retained earnings reserve to retained earnings carried forward.

In connection with the Tender Offer, the Offeror has executed the Master Transaction Agreement with Fujitsu as of today, pursuant to which Fujitsu has agreed (i) not to tender any of the Fujitsu Holding Shares that it holds in the Tender Offer, and (ii) to sell all of the Fujitsu Holding Shares that it holds in response to the Share Repurchase. For details of the Master Transaction Agreement, please refer to "(6) Matters relating to material agreements regarding the Tender Offer" below.

If the total number of share certificates, etc. tendered in response to the Tender Offer (the "Tendered Share Certificates, Etc.") is less than the minimum number of shares to be purchased (22,491,400 shares (Note 11), ownership percentage: 16.65%) (Note 12), then the Offeror will not purchase any of the Tendered Share Certificates, Etc. Since the purpose of the Transactions is to take the Target Company Shares private, the minimum number has been set as the number of shares required to carry out the Transactions given that a special resolution in the shareholders' meeting as provided for in Article 309, Paragraph 2 of the Companies Act is required for carrying out the procedures for the Share Consolidation as described in "(4) Policy for organizational restructuring after the Tender Offer (matters relating to a so- called "Two-Step Acquisition")" below and given that the Offeror has agreed with Fujitsu that Fujitsu will not tender the Fujitsu Holding Shares in the Tender Offer and that the Offeror and Fujitsu will vote in favor of each proposal regarding the Squeeze-Out Procedures if the Tender Offer is successfully completed. On the other hand, because the purpose of the Transactions is to take the Target Company Shares private, the Offeror has not set a limit on the maximum number of shares to be purchased, and if the total number of Tendered Share Certificates, Etc. is equal to or greater than the minimum number of the shares to be purchased (22,491,400 shares), then the Offeror will purchase all of the Tendered Share Certificates, Etc.

Note 11: The minimum number of shares to be purchased (22,491,400 shares) will be set as the number of shares calculated by (i) subtracting the treasury shares (54,430 shares) owned by the Target Company as of September 30, 2023 from the total number of issued shares of the Target Company as of September 30, 2023 (135,171,942 shares) as stated in the Target Company's Financial Results for the Six Months, (ii) multiplying the number of voting rights (1,351,175 voting rights) represented by that number of shares (135,117,512 shares) by two thirds, (iii) deducting from that number (900,784 voting rights, rounded up to the nearest whole number) the number of voting rights (675,870 voting rights) represented by the Fujitsu Holding Shares (67,587,024 shares), and then (iv) multiplying that number (224,914 voting rights) by 100.

Note 12:The minimum number of shares to be purchased is temporary and depends on the information as of today, and the actual minimum number of shares

6

The Squeeze-Out Procedures through the Share Consolidation by the Offeror

If the Tender Offer has been successfully completed, but the Offeror is unable to acquire all of the Target Company Shares (excluding the Fujitsu Holding Shares and the treasury shares held by the Target Company) in the Tender Offer, then the Offeror intends to request the Target Company to conduct the Share Consolidation and carry out procedures for making the Offeror and Fujitsu the only shareholders of the Target Company.

The Financing and the Capital Decrease, Etc. to be conducted for the purpose of procuring funds for the Share Repurchase and a distributable amount

• After the Target Company Shares are delisted and the Share Consolidation takes effect, the Offeror will provide the Financing to the Target Company, and the Target Company will conduct the Capital Decrease, Etc. in order to procure funds required for the Share Repurchase and a distributable amount.

8

The Share Repurchase from Fujitsu by the Target Company

• After the Capital Decrease, Etc. has been completed, the Target Company will use the funds and distributable amount procured by the Funding and Capital Decrease, Etc. to conduct the Share Repurchase to acquire all of the Fujitsu Holding Shares.

• While there is a possibility that the Share Repurchase will be conducted after the Share Consolidation prior to the approval of the exemption from the obligation to file an annual securities report, the Share Repurchase is intended to be conducted after the delisting of the Target Company Shares. As the delisted shares will not constitute "listed share certificates, etc." (Article 24-

6, Paragraph 1 of the Act and Article 4-3 of the Order for Enforcement of the Financial Instruments and Exchange Act), which would be subject to a tender offer of treasury shares (Article 27-22-2 of the Act), a tender offer of treasury shares is not planned to be conducted upon the execution of the Share Repurchase.

After the Transactions

• After the Transactions, the Offeror will hold all of the issued shares of the Target Company (excluding the treasury shares held by the Target Company).

The Offeror plans to cover the funds required for settlement of the Tender Offer through the Contributions and borrowing from MUFG Bank, Ltd., Sumitomo

9