April 17, 2024
Japan Investment Corporation
JIC Capital, Ltd.

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

This is to announce the " Announcement Regarding Result of Tender Offer for JSR Corporation(Securities Code: 4185)" by JICC-02, Ltd. (“JICC-02”) attached hereto today. All of the issued shares of
JICC-02 are held by JIC PEF1 Limited Partnership and JIC PEFJ1 Limited Partnership both managed by
JICC.
End

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

Press Contact
Japan Investment Corporation and JIC Capital, Ltd.
Email: press@j-ic.co.jp
Tokyo Toranomon Global Square, 1-3-1 Toranomon, Minato-ku, Tokyo
Website of Japan Investment Corporation: https://www.j-ic.co.jp/en/
Website of JIC Capital, Ltd.: https://www.jiccapital.co.jp/en/

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[Translation]
April 17, 2024
Company Name:

JICC-02, Ltd.

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)

(2)

Name and address of the Offeror
Name:

JICC-02, Ltd.

Address:

3-1 Toranomon 1-chome, Minato-ku, Tokyo

Name of the Target Company
JSR Corporation(3)

Class of share certificates, etc. for tender offer(i)

Common stock(ii)

Stock acquisition rights(a)Stock acquisition rights issued pursuant to the resolution at the ordinary
general meeting of shareholders held on June 17, 2005 and theresolution 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)(b)

Stock acquisition rights issued pursuant to the resolution at the ordinary
general meeting of shareholders held on June 16, 2006 and theresolution 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)(c)

Stock acquisition rights issued pursuant to the resolution at the ordinary
general meeting of shareholders held on June 16, 2006 and theresolution 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)(d)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on June 15, 2007 and the resolution at the board1

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)(e)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on June 13, 2008 and the resolution at the boardof 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)

(f)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on June 16, 2009 and the resolution at the boardof 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)

(g)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on June 18, 2010 and the resolution at the boardof 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)

(h)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on June 17, 2011 and the resolution at the boardof 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)

(i)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on June 15, 2012 and the resolution at the boardof 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)(j)

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 boardof 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)(k)

Stock acquisition rights issued pursuant to the resolution at the board of
directors meeting held on July 14, 2014 and the resolution at the boardof 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)(iii) 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 with2

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 theTarget 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 bepurchased. However, as the ADRs are securities issued in the U.S., theOfferor 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
Number of shares to bepurchased

Minimum number of shares
to be purchased

Maximum number of shares
to be purchased

138,507,100 shares- shares207,760,664 shares

Note 1:

If the total number of share certificates, etc. tendered in response to theTender Offer (the “Tendered Share Certificates, Etc.”) is less than theminimum number of shares to be purchased (138,507,100 shares), theOfferor will not purchase any of the Tendered Share Certificates, Etc.
If the total number of Tendered Share Certificates, Etc. is equal to or
exceeds the minimum number of shares to be purchased (138,507,100
shares), the Offeror will purchase all the Tendered Shares Certificates,
Etc.

Note 2:

Shares less than one unit are also subject to the Tender Offer. If a rightto request a purchase of shares less than one unit is exercised by theTarget Company’s shareholders in accordance with the Companies Act(Act No.86 of 2005, as amended), the Target Company may purchaseits own shares less than one unit during the purchase period of the3

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

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

Note 4:In the Tender Offer, the Offeror has not set a maximum number ofshares to be purchased, so the number of shares to be purchased is statedas the maximum number of share certificates, etc. that can be acquiredby the Offeror through the Tender Offer (207,760,664 shares). Thismaximum 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 Reportfor the First Nine Months of the 79th Fiscal Year” submitted by theTarget 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 stockacquisition rights), (vii) the Target Company Shares (22,900 shares)
underlying the Stock Acquisition Rights for 2010 (229 stock acquisitionrights), (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 caseremaining 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 theTender Offer Period, but any Target Company Shares issued ortransferred through that exercise are also subject to the Tender Offer.

Tender offer period(i)Tender offer period
From March 19, 2024 (Tuesday) to April 16, 2024 (Tuesday) (20 business days)
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(ii)

Possibility of extension of tender offer period upon request of the Target
Company
N/A(6)

Price of tender offer(i)

4,350 yen per share of common stock(ii)

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 (forDirectors)
434,900 yen per stock acquisition right for the Stock Acquisition Rights for 2006 (forOfficers)
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

(iii)

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
Certificates, Etc. Because the total number of Tendered Share Certificates, Etc.
(175,272,231 shares) exceeded the minimum number of the shares to be purchased(138,507,100 shares), the Offeror will purchase all of the Tendered Share
Certificates, Etc. as described in the public notice of the commencement of theTender Offer and the tender offer registration statement.
(2)

Date of public notice of result of the Tender Offer, and name of newspaper in which public
notices are to appear

Pursuant to the provisions of Article 27-13, Paragraph 1 of the Act, on April 17,
2024, at the Tokyo Stock Exchange, the Offeror announced to the press the resultof the Tender Offer in the manner set out in Article 9-4 of the Cabinet Order andArticle 30-2 of the Cabinet Ordinance with respect to Disclosure of a Tender Offer5for Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministryof Finance Ordinance No. 38 of 1990, as amended).
(3)

Number of share certificates, etc. purchased

Class of sharecertificates, etc.

(i) Number of tendered shares on anumber-of-shares basis(ii) Number of purchased shares ona number-of-shares basis

Share certificate

175,120,931 shares

175,120,931 shares

151,300 shares

151,300 shares

Certificate of bond withstock acquisition rights--

Trust beneficiary
certificate for sharecertificates, etc. (

-

-

-

-

175,272,231 shares

175,272,231 shares(151,300 shares)(151,300 shares)

Certificate of stockacquisition rights)

Depositary receipt forshare certificates, etc.
(American Depositary
Shares)
Total(Total number ofpotential sharecertificates, etc.)(4)

Share ownership percentages after the tender offer

Number of voting rights represented byshare certificates, etc. held by the Offeror
prior to the tender offer-

Ownership percentage of sharecertificates, etc. prior to the tender
offer: -%Number of voting rights represented byshare certificates, etc. held by special
related parties prior to the tender offer-

Ownership percentage of sharecertificates, etc. prior to the tender
offer: -%Number of voting rights represented byshare certificates, etc. held by the Offeror
after the tender offer

1,752,722

Ownership percentage of sharecertificates, etc. after the tender offer:84.36%

Number of voting rights represented byshare certificates, etc. held by special
related parties after the tender offer

0

Ownership percentage of sharecertificates, etc. after the tender offer:
0.00%

Total number of voting rights of allshareholders of the Target Company

2,074,783

Note 1:The “Total number of voting rights of all shareholders of the Target
Company” is the number of voting rights of all shareholders as of
September 30, 2023 as stated in the Target Company’s Quarterly
6Securities Report for the First Nine Months (based on the number ofshares per unit being 100 shares). However, since shares less than one
unit and Target Company Shares that might be issued as a result of theexercise of Stock Acquisition Rights were also subject to the Tender
Offer, when calculating the “Ownership percentage of share certificates,etc. prior to the tender offer” and the “Ownership percentage of sharecertificates, etc. after the tender offer,” 2,077,606 voting rights
represented by the Total Number of Shares After Considering Potential
Shares (207,760,664 shares) is used as a denominator.
Note 2:(5)The “Ownership percentage of share certificates, etc. prior to the tender
offer” and the “Ownership percentage of share certificates, etc. after thetender offer” have been rounded to the second decimal place.

Calculation in the case of tender offer on a pro rata basis
N/A

(6)

Method of settlement(i)Name and address of head office of financial instruments
dealers/bank etc. in charge of settlement of tender offer
Nomura Securities Co., Ltd.13-1, Nihombashi 1-chome, Chuo-ku, Tokyo(ii)

Commencement date of settlement
April 23, 2024 (Tuesday)(iii) Method of settlement
A notice regarding the purchase under the Tender Offer will be mailed to theaddress of persons who accepted the offer for the purchase of share certificates,etc. in the Tender Offer or offered the sale of share certificates, etc. in the Tender
Offer (“Tendering Shareholders”) (or the Standing Proxy in the case ofshareholders, etc. residing in foreign countries who do not have accounts withthe tender offer agent that are available for trading (including corporateshareholders, etc.) without delay after the expiration of the Tender Offer period.
The purchase will be settled in cash. The Tendering Shareholders may receive
the sales proceeds from the tender offer in the manner they specify, including
by way of remittance, without delay after the commencement date of thesettlement (a remittance fee may be charged).
3.

Policies after the Tender Offer and future prospects
With respect to the policies after the Tender Offer, there is no change from those describedin the press release titled “Announcement Regarding Commencement of Tender Offer for
JSR Corporation (Securities Code: 4185)” released by the Offeror on March 18, 2024.
The Offeror intends to carry out the series of procedures in order for the Offeror to makethe Target Company a wholly-owned subsidiary of the Offeror (the “Squeeze-Out
Procedures”). The Target Company Shares are currently listed on the Prime Market of theTokyo Stock Exchange as of today. However, if the Squeeze-Out Procedures are carriedout, the Target Company Shares will be delisted through the prescribed procedures inaccordance with the stock delisting criteria of the Tokyo Stock Exchange. After delisting,
the Target Company Shares will no longer be traded on the Prime Market of the Tokyo
Stock Exchange.
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The specific procedures and the schedule of implementation thereof regarding the above
matters will be promptly announced by the Target Company once decided upon
consultation between the Offeror and the Target Company.
4.

Place where a copy of the tender offer report is available for public inspection
JICC-02, Ltd.
(3-1 Toranomon 1-chome, Minato-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1, Kabuto-cho, Chuo-ku, Tokyo)

5.

Other matters
This press release has been prepared for the purpose of informing the public of the Tender
Offer and has not been prepared for the purpose of soliciting an offer to sell, or making
an offer to purchase, any securities. If shareholders or holders of Stock Acquisition Rights
wish to make an offer to sell their shares in the Tender Offer, they should first read theTender Offer Explanation Statement for the Tender Offer and offer their shares or stock
options for sale at their own discretion. This press release neither constitutes, norconstitutes a part of, an offer to sell or purchase, or a solicitation of an offer to sell orpurchase, any securities; neither this press release (or a part thereof) nor its distribution
may be interpreted to be the basis of any agreement in relation to the Tender Offer; andthis press release may not be relied on at the time of entering into any such agreement.
Unless otherwise specified, all procedures relating to the Tender Offer are to be conductedentirely in the Japanese language. If all or any part of a document relating to the Tender
Offer is prepared in the English language and there is any inconsistency between the
English-language documentation and the Japanese-language documentation, theJapanese-language documentation will prevail.
This press release includes statements that fall under a “forward-looking statement”
defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21Eof the U.S. Securities Exchange Act of 1934. Due to the known and unknown risks anduncertainties, the actual results might differ significantly from the statements that are
implicitly or explicitly forward-looking. The Offeror, the Target Company, and theiraffiliates do not guarantee the events portrayed in such implicit and explicit forwardlooking statements will materialize. The “forward-looking statements” in this press
release were prepared based on the information obtained by the Offeror or the Target
Company as of the date hereof, and unless required by law, the Offeror, and Target
Company, and their affiliates are not obligated to amend or revise such forward-looking
statements to reflect future matters and situation.

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