For Reference Only

July 23, 2024

Joint Investment in Sustainable Battery Holdings with Advantage Partners and Furukawa Electricfor the Purpose of Acquiring Shares of Furukawa Battery
Tokyo Century Corporation through its consolidated subsidiary TC Investment Partners Co., Ltd. (TCIP) will invest in
Sustainable Battery Holdings, Inc. (SBH), the parent company of AP78 Co., Ltd.* (the Offeror), to acquire all outstanding
common shares of The Furukawa Battery Co., Ltd. (Furukawa Battery) through a tender offer and other means (theTransaction). The investment will be made jointly with a fund (AP Fund), for which Advantage Partners, Inc. (AP) provides
investment-related services, and Furukawa Electric Co., Ltd. (Furukawa Electric). Tokyo Century, AP, Furukawa Electric andFurukawa Battery reached an agreement on the Transaction, which is described below.
*A special purpose company established for acquiring the shares of Furukawa Battery through a tender offer under the Financial Instruments and Exchange
Act and through a series of subsequent procedures to make Furukawa Battery a wholly owned subsidiary.

For details about the Transaction, please refer to Furukawa Electric’s timely disclosure of “Notice concerning the conclusionof agreements related to the tender offer for shares of a subsidiary and transfer of the subsidiary (projected)” and Furukawa
Battery’s press release of “Notice of expression of opinion in favor of the commencement of and recommendation to tenderin tender offer for company’s share by AP 78 Co., Ltd.,” both dated July 23, 2024.

1. Background and Purpose of the Transaction
Tokyo Century and the AP Group concluded a strategic partnership in 2019 and have since been promoting collaboration in
the principal investment business. Recognizing that storage batteries represent a key technology and product in ourautomobility, renewable energy, and data center businesses, Tokyo Century acquired the energy storage devices and systems
business of the former Showa Denko Materials Co. Ltd. in 2021 as a joint investment project with the AP Group. The businessbegan operations in December of the same year as Energywith Co., Ltd. (Energywith) in collaboration with each businesssegment of Tokyo Century, including storage battery sales to Group customers.
Established in 1950 through the spinoff of Furukawa Electric’s battery division, Furukawa Battery has been providing storage
batteries and power supply systems as its mainstay products, primarily in the automotive field. In addition to boasting astrong customer base both in Japan and overseas, the company’s strengths include its development of bipolar lead-acidbatteries. These save space compared to conventional lead-acid batteries and possess technological advantages over lithiumion batteries in terms of safety and cost.
SBH, the parent company of the Offeror in the Transaction, is also the parent company of Energywith and will become theholding company of both Furukawa Battery and Energywith after the Transaction. It is also projected to become an equity
method affiliate of Tokyo Century.
Tokyo Century expects the Transaction will further strengthen Furukawa Battery’s existing businesses from the following
perspectives and lead to further growth and development through the synergies generated by collaboration of thecompanies.
・ Collaboration between Furukawa Battery and Energywith, which possess expertise in different areas of the storage
battery business, is expected to complement their extensive customer bases and broad lineup of products andsolutions, as well as improve manufacturing efficiency and standardize and streamline purchasing and logistics.
・ In light of Furukawa Battery’s plan to develop new products, including next-generation batteries, and launch a newsolutions business, the company will benefit from applying the discerning eye for assets and financing know-how ofTokyo Century, which has been developing business models that integrate “Finance × Services × Business Expertise”
through co-creation with corporate partners.
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Focus areas identified under Tokyo Century’s Medium-Term Management Plan 2027 comprise decarbonization including
renewable energy, social infrastructure related to mobility and the environment, and the circular economy, including life cycle
management and recycling. We will deepen cooperation between our businesses and storage batteries, which have a highaffinity with all of these areas, and provide high value-added financial services. Additionally, we will develop and foster new
businesses to improve social infrastructure and realize an environmentally sound, sustainable economy and society.

2. Outline of the Transaction
Offeror
Tender offer price
Number of share certificates, etc. tobe purchased

AP78 Co., Ltd.
JPY 1,400 per share of common stock
13,996,468 shares of common stock (number obtained by deducting the numberof treasury stock held by Furukawa Battery (22,332 shares) and the number ofcommon stock held by Furukawa Electric (18,781,200 shares) as of March 31,2024 from the total number of issued and outstanding shares of Furukawa Battery(32,800,000 shares).
Approx. JPY 19.6 billion
3,070,600 shares

Total amount of purchase price (plan)
Minimum number of shares to bepurchased (plan)
Tender offer period (plan)*
20 business days starting in late March 2025
*The tender offer is scheduled to be implemented upon fulfillment of preconditions related to the tender offer, including
procedures with domestic and foreign competition authorities. The Offeror currently intends to commence the tender
offer by late March 2025 and will promptly announce the schedule of the tender offer as soon as it is determined.
Scheme (Excerpt)
Current status:• 57.30% of Furukawa Battery shares is held by Furukawa
Electric, and the remaining 42.70% is held by generalshareholders.

Furukawa Electric

General shareholders

57.30%

42.70%

Furukawa Battery
Tender offer by the Offeror and fund procurement forsettlement:• The Offeror plans to commence the tender offer for all
Furukawa Battery shares, excluding Furukawa Battery
shares owned by Furukawa Electric and treasury shares
owned by Furukawa Battery.
• The Offeror plans to finance the settlement of thetender offer with an investment from SBH, an LBO loan
to be procured from a bank, and a bridge loan fromTokyo Century.
• SBH plans to finance its investment in the Offeror withcapital from the AP Fund and TCIP.

AP FundTCIP

SBH
Furukawa ElectricGeneralShareholders
Tender Offer============================

Furukawa Battery• After the tender offer is completed and the shareconsolidation* takes effect, Furukawa Battery plans toacquire all Furukawa Battery shares held by Furukawa
Electric (share buyback).
• Furukawa Electric plans to acquire common shares of-2-Offeror

SBH.
*To be implemented if the Offeror is unable to acquire all shares of Furukawa
Battery (excluding treasury stock held by Furukawa Battery and shares of
Furukawa Battery held by Furukawa Electric)

After the Transaction:• The Offeror and Furukawa Electric intend to own all of
the outstanding shares of Furukawa Battery (excludingtreasury stock held by Furukawa Battery).
• After the Transaction, the shareholding ratio of theOfferor’s parent company is projected to beapproximately: 60% AP Fund, 20% TCIP, and 20%
Furukawa Electric.

Furukawa Electric

AP FundApprox. 20%

TCIP

Approx. 60%

Approx. 20%

SBH

Offeror
100%
Furukawa Battery

100%
Energywith

3. Outline of Companies
Name
Address
Representative
Business
Paid-in capital
Number of employees
Date of establishment
Major shareholders and shareholding
ratio (as of March 31, 2024)

Name
Address
Representative
Business

The Furukawa Battery Co., Ltd.
2-4-1 Hoshikawa, Hodogaya-ku, Yokohama City, Kanagawa, JapanOsamu Kuroda, President & CEO
Manufacture, sales, installation and service inspection of lead-acid storage
batteries, alkaline storage batteries and power supply systems such as rectifiers
JPY 1.64 billion (as of March 31, 2024)
2,391 (as of March 31, 2024)
September 1, 1950
Furukawa Electric Co., Ltd.: 57.30%
The Master Trust Bank of Japan, Ltd. (Account in Trust): 4.85%
Furukawa Battery Trading-Partner Shareholding Association: 1.69%
Custody Bank of Japan, Ltd. (Account in Trust): 1.45%
MSIP CLIENT SECURITIES: 1.16%
Asahi Mutual Life Insurance Company: 1.07%

AP78 Co., Ltd.
17F Toranomon Towers Office, 4-1-28 Toranomon, Minato-ku, Tokyo, Japan
Toru Indo, Representative Director
Management consulting; acquisition, holdings, management, operation, andtrading of securities; and all incidental or related businesses
JPY 250,000
February 2, 2024
Sustainable Battery Holdings, Inc.: 100%

Paid-in capital*
Date of establishment
Major shareholders and shareholding
ratio (as of March 31, 2024)*The Offeror plans to receive a capital contribution from SBH after the tender offer period ends and prior to thecommencement date for the settlement of the tender offer, which is projected to increase the amount of capital of theOfferor.
NameAddress
RepresentativeBusiness
Paid-in capital*
Date of establishment
Major shareholders and shareholding

Sustainable Battery Holdings, Inc.
17F Toranomon Towers Office, 4-1-28 Toranomon, Minato-ku, Tokyo, Japan
Toru Indo, Representative Director
Management consulting; acquisition, holdings, management, operation, and tradingof securities; and all incidental or related businesses
JPY 56,500,000
June 22, 2021
Advantage Partners VI, ILP: 30.7%-3-ratio (voting rights basis)

TCIP: 14.9%
CJIP (AP) VI Co-1, L.P.: 14.8%
APCP VI Co-1, L.P.: 14.7%*SBH plans to receive capital contributions from TCIP and the AP Fund after the tender offer period ends and prior to thecommencement date for the settlement of the tender offer, which is projected to increase the amount of capital of SBH.

###Contact Information:
Tokyo Century Corporation
Public Relations & Investor Relations Division
Kengo Kawai
Inquiries: https://www.tokyocentury.co.jp/en/contact/form.php
Phone: +81-3-5209-6710(Note) This translation is prepared and provided for reference only. In the event of any discrepancy between this translated
document and the original Japanese document, the original document shall prevail.

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