JSR : Convocation of the Extraordinary General Meeting of Shareholders

Please note that this is the English translation of the original "Notice" which is written in Japanese; therefore, in the event of any conflict between the Japanese original and this English translation, the Japanese original shall be controlling in all respects.

(TSE Code 4185)

May 21, 2024

(Start of Electronic Provision Measures: May 14, 2024)

Dear Shareholders，

Notice of Convening of the Extraordinary General Meeting of Shareholders

of

JSR Corporation

We are pleased to announce the convening of the Extraordinary General Meeting of Shareholders of JSR Corporation ("the Company") as detailed below:

An electronic provision has been made for the convening of this Extraordinary General Meeting of Shareholders, and the matters for the electronic provision have been posted in the "Notice of Convening of the Extraordinary General Meeting of Shareholders" on the following website.

JSR Website:https://www.jsr.co.jp/jsr_e/ir/library/shareholder/2024/

In addition to the above, the Tokyo Stock Exchange also provides information on electronic provision measures on its website. Please access the following website, enter and search the Issue name (JSR) or Code (4185), select " Basic information", "Documents for public inspection / PR Information" in order, and then check the "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]" on " Filed information available for public inspection"

Tokyo Stock Exchange Website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In accordance with laws and regulations and the Articles of Incorporation of the Company, the Company sends to all shareholders a copy of this Notice of Convening of the Extraordinary General Meeting of Shareholders to be sent to shareholders who have made a written request.

If you are unable to attend the Extraordinary General Meeting of Shareholders of the Company ("the Meeting") in person, please exercise your voting rights by returning the ballot form or by electromagnetic transmission (Internet, etc.) in accordance with the guide on the page 31 after reviewing the "Reference Materials for the General Meeting of Shareholders" attached hereto and indicating your approval or disapproval for each agenda item.

Sincerely,

Eric Johnson

Representative Director,

CEO, President

JSR Corporation

1-9-2,Higashi-Shimbashi

Minato-ku, Tokyo

1

1.	Date	and	June 5, 2024 (Wednesday) 10:00 a.m. (Reception from 9:00 a.m.)
Time

Conrad Tokyo

2. Venue Annex 1F, "Hamarikyu"

1-9-1,Higashi-Shimbashi,Minato-ku, Tokyo, Japan

1. Agenda
   Matters to be Resolved Proposal 1. Reverse stock split
   Proposal 2. Partial amendment of the Articles of Incorporation
2. Matters related to exercising your voting rights

(1) Participating in the Meeting in person:

Please hand over the ballot form attached hereto at the reception.

(2) By Post:

Please return the ballot form attached hereto after indicating your approval or disapproval so that your ballot reaches us by 5:45 p.m. on Tuesday, June 4, 2024 (Japan Time).

(3) Voting via electromagnetic transmission (Internet, etc.):

Please exercise your voting rights via Internet by accessing our web sites for online voting by 5:45 p.m. on Tuesday, June 4, 2024 (Japan Time) after reviewing the "Guidance for Online Voting via Internet" on page 31 (of this translation).

Please note, however, that the above web sites for online voting are only available in the Japanese language.

1. Exercising your voting rights in duplicate:
2. 1. If you exercise your voting rights in duplicate by post and via electromagnetic transmission (Internet, etc.), we will treat the voting made via electromagnetic transmission (Internet, etc.) as the effective one.
   2. If you exercise your voting rights via electromagnetic transmission (Internet, etc.) more than once, we will treat the last vote as the effective one.
3. Voting by Proxy:

If you would like to exercise your voting rights by proxy, please assign another shareholder of the Company as your proxy and make such proxy submit to the Company a certificate evidencing the power to vote on your behalf.

(6) Use of Electronic Proxy Voting Platform:

If you are a shareholder among institutional investors, you may be able to exercise your voting rights through the Electronic Proxy Voting Platform operated by ICJ Inc. for its participants as a way to exercise your voting rights.

～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～

Notice

Should it become necessary to correct the information of the electronic provision measures, we will post the correction on our web site (https://www.jsr.co.jp/jsr_e/ir/library/shareholder.html)

2

Please note that this is the English translation of the original "Reference Materials for the Extraordinary General Meeting of Shareholders" which are written in Japanese; therefore, in the event of any conflict between the Japanese originals and this English translation, the Japanese originals shall be controlling in all respects.

Reference Materials for the Extraordinary General Meeting of Shareholders

of JSR Corporation

Agenda and Reference Materials

Proposal No1: Reverse stock split

In response to the result of the tender offer implemented by JICC-02, Ltd. (the "Tender Offeror") for the common shares of the Company (the "Company Shares"), this proposal requests the approval for a reverse stock split with a consolidation ratio of 88,000,000 shares to one (1) share (the "Reverse Stock Split") in order to make the Tender Offeror the exclusive shareholder of the Company, at the effective date of June 27, 2024.

1. Reasons for the Reverse Stock Split

As stated in "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 Shares in JSR Corporation" (the "Press Release of the Position Statement") announced by the Company on March 18, 2024, the Tender Offeror resolved to implement a tender offer for the Company Shares (except for treasury shares held by the Company. The same shall apply hereinafter), the Company Share Options (Note 1) and the Company ADRs (Note 2) from March 18, 2024 (the "Tender Offer"), as part of the series of transactions (the "Transactions") conducted with the purpose of making the Tender Offeror the exclusive shareholder of the Company and privatizing the Company Shares.

(Note 1) The "Company Share Options" collectively refers to the following share options.

1. Share option 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);
2. Share option 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)");
3. Share option 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)");
4. Share option 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");
5. Share option 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");
6. Share option 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");

3

1. Share option 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");
2. Share option 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");
3. Share option 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");
4. Share option 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") and
5. Share option 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")

(Note 2) The "Company ADRs" refers to American depositary receipt 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. (collectively, the "Depositary Banks") related to the Company's shares.

As stated in "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" announced by the Company on April 17, 2024, the Tender Offeror conducted the Tender Offer from March 19, 2024 to April 16, 2024 and, as a result, as of April 23, 2024 (the commencement date of settlement of the Tender Offer), the Tender Offeror held 175,272,231 Company Shares (Ownership ratio (Note 3): 84.35%)..

(Note 3) "Ownership Ratio" refers to the amount (expressed as a percentage and rounded to two decimal places) of the number of Company Shares to be purchased by the Tender Offeror under the Tender Offer, divided by the number of the Company Shares (207,787,890 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 February 29, 2024 (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 February 29, 2024 (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 February 29, 2024 (8 Share Options), the number of the Company Shares (4,600 shares) to be issued upon exercise of 2007 Share Options outstanding as of February 29, 2024 (46 Share Options), the number of the Company Shares (9,600 shares) to be issued upon exercise of 2008 Share Options outstanding as of February 29, 2024 (96 Share Options), the number of the Company Shares (18,400 shares) to be issued upon exercise of 2009 Share Options outstanding as of February 29, 2024 (184 Share Options), the number of the Company Shares (22,900 shares) to be issued upon exercise of 2010 Share Options outstanding as of February 29, 2024 (229 Share Options), the number of the Company Shares (32,200 shares) to be issued upon exercise of 2011 Share Options outstanding as of February 29, 2024 (322 Share Options), the number of the Company Shares (38,200 shares) to be issued upon exercise of 2012 Share Options outstanding as of February 29, 2024 (382 Share Options), the number of the Company Shares (9,000 shares) to be issued upon exercise of 2013 Share Options outstanding as of February 29, 2024 (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 February 29, 2024 (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

4

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 March 31, 2024 described in the Company's Consolidated Financial Results [IFRS] for the fiscal year ended March 31, 2024 submitted by the Company on April 30, 2024 (764,410 shares). The same shall apply hereinafter in the calculation of the shareholding ratio.

As stated in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer", "2. Grounds and Reasons for Opinion", "(3) Process and Reasons for Decision-Making at the Company" of the Press Release of the Position Statement, the Company, while considering a variety of measures to enhance its corporate value in the future, believed that it would be beneficial to realize industry restructuring in the semiconductor materials industry to realize further growth and enhance its corporate value and therefore, in mid-November 2022, the Company approached JIC Capital, Ltd. ("JICC") to discuss structural issues in the domestic semiconductor materials industry and capital policies to resolve such issues. In response to that JICC began discussions with the Company in earnest to take the Company Shares private in late November 2022, in order to ensure the fairness of the Tender Offer Price (the price per share of the Company's shares in the Tender Offer. The same applies hereafter.) and the fairness of the Transaction including the Tender Offer, the Company retained Mizuho Securities Co., Ltd. ("Mizuho Securities") in early December 2022, and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("Mitsubishi UFJ Morgan Stanley Securities") in late December 2022 as financial advisors and third-party valuers independent from the Tender Offeror and the Company, as well as Anderson Mori & Tomotsune as a legal advisor independent from the Tender Offeror and the Company in late December 2022.

In response to receiving the Initial Letter of Intent from JICC on February 22, 2023, the Company established the Special Committee independent from the Tender Offeror, the Company and success or failure of the Transaction, consisting of four external directors, aiming to ensure fairness, eliminate arbitrariness and potential conflicts of interest, and secure the integrity of the decision-making process of the Company's Board of Directors in relation to the Transaction, including the Tender Offer (for further details on the background, considerations, and assessment, please see "i. Establishment of an Independent Special Committee at the Company and Receipt of the SC Report from the Special Committee" in "(4) Measures for ensuring the fairness of the Transaction and measures for avoiding conflict of interests" of "3. Matters related to Appropriateness of the Consolidation Ratio" below).

After establishing the framework above, the Company engaged in several discussions and negotiations with the Tender Offeror regarding the feasibility of the Tender Offer, based on the negotiation policies and instructions, requests and opinions at critical stages of the negotiations, which were confirmed in advance by the Special Committee. Throughout such process, the Company sought advice from Anderson Mori & Tomotsune, Mizuho Securities, and Mitsubishi UFJ Morgan Stanley Securities.

Specifically, on June 1, 2023, the Company received from JICC the First Proposal in writing setting the Tender Offer Price per share of the Company Shares in the Tender Offer at 4,200 yen (4,200 yen is the price after adding a premium of 24.81% to the closing price of the Company Shares on the Tokyo Stock Exchange Prime Market on May 31, 2023 (being one (1) business day immediately preceding the day on which the First Proposal is made) of 3,365 yen, the price after adding a premium of 31.66% of the simple average of the closing price of the shares for the past one (1) month until the said date of 3,190 yen, the price after adding a premium of 34.27% of the simple average of the closing price for the past three (3) months until the said date of 3,128 yen and, the price after adding a premium of 39.67% of the simple average of the closing price for the past six (6) months until the said date of 3,007 yen.), the Company Share Options Price at 419,900 yen, and the Tender Offer Price per the Company Shares represented by the Company ADRs at 4,200 yen.

In response to the First Proposal, on June 5, 2023, the Company requested JICC to increase the Tender Offer Price on the grounds that the Tender Offer Price in the First Proposal did not sufficiently reflect the fair

5

value of the Company. On June 6, 2023, the Company received from JICC the Second Proposal in writing setting the Tender Offer Price per share of the Company Shares in the Tender Offer at 4,285 yen (4,285 yen is the price after adding a premium of 26.85% to the closing price of the Company Shares on the Tokyo Stock Exchange Prime Market on June 5, 2023 (being one (1) business day immediately preceding the day on which the Second Proposal is made) of 3,378 yen, the price after adding a premium of 33.16% of the simple average of the closing price of the shares for the past one (1) month until the said date of 3,218 yen, the price after adding a premium of 36.42% of the simple average of the closing price for the past three (3) months until the said date of 3,141 yen and, the price after adding a premium of 41.98% of the simple average of the closing price for the past six (6) months until the said date of 3,018yen.), the Company Share Options Price at 428,400 yen, and the Tender Offer Price per the Company Shares represented by the Company ADRs at 4,285 yen. In response to the Second Proposal, on June 8, 2023, the Company requested JICC to increase the Tender Offer Price on the grounds that the Tender Offer Price in the Second Proposal still did not fully reflect the fair value of the Company. On June 9, 2023, the Company received from JICC the Third Proposal in writing setting the Tender Offer Price per share of the Company Shares in the Tender Offer at 4,340 yen (4,340 yen is the price after adding a premium of 35.71% to the closing price of the Company Shares on the Tokyo Stock Exchange Prime Market on June 8, 2023 (being one (1) business day immediately preceding the day on which the Third Proposal is made) of 3,198 yen, the price after adding a premium of 34.12% of the simple average of the closing price of the shares for the past one (1) month until the said date of 3,236 yen, the price after adding a premium of 37.82% of the simple average of the closing price for the past three (3) months until the said date of 3,149 yen and, the price after adding a premium of 43.33% of the simple average of the closing price for the past six (6) months until the said date of 3,028yen.), the Company Share Options Price at 433,900 yen, and the Tender Offer Price per the Company Shares represented by the Company ADRs at 4,340 yen. In response to the Third Proposal, on June 9, 2023, the Company requested JICC to discuss the economic terms of the Tender Offer between JICC and the Company, and on June 15, 2023, the Company and JICC held discussions regarding economic conditions, and held a question-and-answer session regarding the background of the First Proposal through the Third Proposal and an exchange of opinions regarding the Company's growth strategy and management issues, etc. On June 16, 2023, the Company received from JICC the Final Proposal in writing setting the Tender Offer Price per share of the Company Shares in the Tender Offer at 4,350 yen (4,350 yen is the price after adding a premium of 28.77% to the closing price of the Company Shares on the Tokyo Stock Exchange Prime Market on June 15, 2023 (being one (1) business day immediately preceding the day on which the Final Proposal is made) of 3,378 yen, the price after adding a premium of 32.06% of the simple average of the closing price of the shares for the past one (1) month until the said date of 3,294 yen, the price after adding a premium of 37.57% of the simple average of the closing price for the past three (3) months until the said date of 3,162 yen and, the price after adding a premium of 42.81% of the simple average of the closing price for the past six (6) months until the said date of 3,046yen), the Company Share Options Price at 434,900 yen, and the Tender Offer Price per the Company Shares represented by the Company ADRs at 4,350 yen. On June 19, 2023, as the opinion of the Company as of the same date, the Company informed JICC that the Company would accept the Tender Offer Price in the Final Proposal.

Based on the aforementioned process, on June 26, 2023, the Company received the share valuation report dated June 26, 2023 from Mizuho Securities (hereinafter the "Share Valuation Report (Mizuho Securities)") and the share valuation report dated June 26, 2023 from Mitsubishi UFJ Morgan Stanley Securities (hereinafter the "Share Valuation Report (Mitsubishi UFJ Morgan Stanley Securities)"). The Company has thoroughly reviewed and taken into consideration the content of such share valuation reports, as well as the legal advice provided by its legal advisor, Anderson Mori & Tomotsune, regarding key considerations for decision-making in relation to the Transaction, including the Tender Offer. The Company has also given the utmost respect to the content of the report submitted by the Special Committee on June 26, 2023 (the "SC

6

Report dated June 26, 2023") (see "i. Establishment of an Independent Special Committee at the Company and Receipt of the SC Report from the Special Committee" in "(4) Measures for ensuring the fairness of the Transaction and measures for avoiding conflict of interests" of "3. Matters related to Appropriateness of the Consolidation Ratio" below for a description of the contents of the SC Report dated June 26, 2023). The Company conducted careful discussions and assessments of the Transaction, considering its potential to enhance corporate value and the reasonableness of the terms and conditions.

As a result, the Company has concluded that the Transaction will contribute to the enhancement of its corporate value based on the following considerations. Additionally, the Company has determined that the terms and conditions of the Transaction are reasonable.

(a) Digital Solutions Business

As described in "(2) Background, Purpose and Decision-Making Process Leading to the Tender Offeror to Decide to Conduct the Tender Offer, and Management Policy Following the Tender Offer" in "2. Grounds and Reasons for Opinion" of "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer" of the Press Release of the Position Statement, for the purpose of expanding the market and ensuring a stable supply of semiconductors in Japan, the Company has made strategic investments in its digital solutions business, with a focus on the semiconductor materials sector. These investments include the acquisition of Inpria Corporation and the construction of a new building in Yokkaichi facility, etc.

On the other hand, in order to enjoy a further high market growth of the semiconductor market in the future where pioneer advantage is important, the Company is required to have advanced technological capabilities to steadily respond to "miniaturization" and the "increasing complexity of the packaging process". Specifically, technological advancements are needed to address miniaturization (beyond 2 nanometers (Note 4)) in the front-end process (Note 5) and to handle the mounting of 3D packaging (Note 6) in the back-end process (Note 7), among other requirements. Given the rapid pace of technological progress, active investment in advanced technologies is essential to maintain a consistently high level of technological competitiveness. Therefore, it is imperative to proactively invest in cutting-edge technologies to sustain and enhance our technological competitiveness.

In addition, as competition to develop next-generation technologies in semiconductor manufacturing intensifies, semiconductor manufacturers and equipment manufacturers are expanding their corporate scale and strengthening their bargaining power with semiconductor material manufacturers. In this situation, overseas semiconductor material manufacturers are increasing their competitiveness in terms of funds, human resources, and technology through large-scale mergers and acquisitions and the Company believes that domestic semiconductor material manufacturers, who have not yet engaged in mergers and acquisitions, must further strengthen their competitiveness. Furthermore, the Company still has a low market share in certain semiconductor materials, such as process materials, and packaging materials for 5G technology. Additionally, there are many semiconductor materials in which our Company has not yet entered the market, despite high market growth potential. Therefore, in the field of semiconductor materials in which, it is believed that in order to maintain and expand our current competitive advantage, not only research and development, and capital investment must be considered but also bolder industry restructuring should be pursued. This will enable us to acquire a high market share in a wide range of semiconductor materials lineup, achieve technological integration with other companies, and enhance our international competitiveness by enhancing our resources, including acquiring new talent and technology.

(Note 4) "Beyond 2 nanometers" refers to next-generation semiconductors with process rules of 2 nanometer class or lower.

(Note 5) "Front-end process" refers to the process of processing and forming electronic circuits and electrodes on silicon wafers (Note 8).

7

(Note 6) "3D packaging" refers to an advanced packaging technology for semiconductor chips in which two or more layers of active electronic components are stacked and interconnected vertically and horizontally to function as a single device.

(Note 7) "Back-end process" refers to the process of cutting out the hundreds of chips made on silicon wafers one by one and finishing them into the final product.

(Note 8) "Silicon wafer" refers to a substrate made by thinly slicing a single-crystal ingot of polycrystalline silicon, which is a block of ultra-pure silicon, through crystal growth.

Where the Tender Offeror is a fund established for the purpose of "promoting business restructuring to enhance the international competitiveness of domestic industries through the supply of large-scale,long-term, neutral money invested in high risk/high return," etc., the Company believes that the Tender Offeror can be expected to make a commitment to the industry restructuring that the Company aspires to. In fact, JICC, which owns all of the outstanding shares of the Tender Offeror through JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership managed by JICC as of today, also includes several members who have investment experience in INCJ, Ltd. ("INCJ"), which Japan Investment Corporation ("JIC") owns all of its shares and has a similar mission to that of JICC. INCJ has an extensive track record of investments for industry restructuring, such as Renesas Electronics Corporation in the semiconductor industry, Sumika Sekisui Films, Inc. and Kureha Battery Materials Japan Co. The Company believes that by utilizing the Tender Offeror's beneficial resources related to industry restructuring, it can expect to formulate and execute business strategies for the Company's further growth. Furthermore, with the Tender Offeror (which has industry restructuring as its objective) becoming the parent company of the Company, the Company's intention regarding industry restructuring will become clear, and the effect of facilitating discussions with potential industry restructuring partners can be anticipated. In addition, the Company believes that the Tender Offeror's neutral position as a government-affiliated fund can be used to adjust opinions and interests among stakeholders, and the absence of direct competition between the Tender Offeror and the Company's business can be expected to enhance the effectiveness of the restructuring/integration and facilitate the smooth implementation of the restructuring/integration by allowing the Company to receive the benefits of compliance with procedures related to domestic and foreign regulations. In addition, the Company believes that by becoming a wholly owned subsidiary of the Tender Offeror through the Transaction, the Company can expect to receive from the Tender Offeror the support for funds raising necessary for research and development, capital investment, and mergers and acquisitions. In addition, since the Tender Offeror is a subsidiary of JIC, a government-affiliated fund, the Tender Offeror invests with a relatively longer investment period than that of a private equity fund, and the Company believes that it will be able to consider and implement flexible strategic investments, structural reforms and industry restructuring from a medium to long term perspective.

(b) Life Science Business

In the Life Sciences business, as described in "(2) Background, Purpose and Decision-Making Process Leading to the Tender Offeror to Decide to Conduct the Tender Offer, and Management Policy Following the Tender Offer" in "2. Grounds and Reasons for Opinion" of "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer" of the Press Release of the Position Statement, the Company believes that it will be necessary to obtain new entrustments by accelerating development process of biopharmaceutical, expand competitive services, strengthen biopharmaceutical development and manufacturing services, mainly in the CDMO and CRO businesses, strengthen diagnostics development, and develop markets and expand business in Europe, America and Asia.

Furthermore, the development of new modalities (Note 9) and the adoption of new analytical and manufacturing technologies require extensive time for verification of their safety and efficacy. The Company recognizes the importance of strengthening and expanding our CDMO business, CRO business, and value delivery platform for the approval and launch (Note 10) of diagnostics, while focusing on the long-term

8

development of products and services for new modalities such as gene therapy (Note 11) and the microbiome (Note 12). Additionally, the Company intends to proactively engage in activities to acquire new foundation and technologies for a range of processes. Furthermore, with regard to market development and business expansion in Europe, America and Asia, the Company believes that various activities such as capital investment, will be necessary.

(Note 9) "Modality" refers to the type of therapeutic means such as small molecule drugs, antibody drugs, nucleic acid drugs, cell therapy, gene cell therapy, and gene therapy.

(Note 10) "Launch" refers to the bringing to market of a new drug that has been approved after research and development.

(Note 11) "Gene therapy" refers to methods of treating or preventing diseases using genes.

(Note 12) "Microbiome" refers to the totality of microorganisms (bacteria, fungi, viruses, etc.) that coexist in the human body.

Under such circumstances, the Company confirmed with the Tender Offeror the Company's thoughts on the above issues in the Life Sciences business and was told that the Tender Offeror intends to support the Company's intentions with respect to the Life Sciences business, and specifically, the Tender Offeror intends to provide expertise in the formulation of growth strategies for establishment of profit base and steady business expansion, and in the preparation of action plans based on such strategies. Therefore, the Company has come to believe that the Company and the Tender Offeror are in agreement in the direction that the Company should aim for in the Life Sciences business, and that the Company can achieve growth in the Life Sciences business together with the Tender Offeror.

During such review process, the Company also considered the possibility of maintaining the Company's listing. For the Company's further growth in the semiconductor materials business, as mentioned above, the Company believes it will be necessary to make bold, medium to long term strategic investments, structural reforms and industry restructuring in a flexible manner, without being bound by the short-term impact on business performance. In the Life Sciences business, since the period from investment to return is expected to be long, the Company believes that it will be desirable to expand the business over the medium to long term until the Company secures enough profit potential to absorb short-term performance fluctuations, without being obsessed with short-term performance. If the Company maintains its listing in implementing these measures, even bold strategic investments, structural reforms, or industry restructuring that would improve shareholder value in the medium to long term would be difficult to adopt as a strategy because they may damage shareholder value in the short term due to decline in profit level or deterioration of cash flow, etc. from the perspective of protecting general shareholder interests, and the Company believes that it is expected to take time to make decisions. Therefore, the Company has come to believe that going private under a strategic partner would be an effective way for the Company to flexibly and promptly promote each of the Company's initiatives to enhance competitiveness and profitability in the medium to long term.

In addition, each of the possible alternative scenarios, such as going private under a PE fund or a business company, a third-party allotment of new shares, or maintaining the status quo, have concerns as to whether any of the alternatives would achieve the Company's objective of taking the lead in restructuring the semiconductor materials industry, when compared based on various factors, including the level of understanding of the Company's management strategy, whether or not and how effective it would be in facilitating discussions with potential industry restructuring partners, the difficulty of obtaining clearance for the industry restructuring from the regulatory authorities, and the acceptability to the Company's employees, suppliers, and other stakeholders, and from the perspective of such relative comparisons, since there were concerns as to whether any of the possible alternative scenarios could achieve the Company's objective of taking the lead in restructuring the semiconductor materials industry, the Company has come to believe that the Transaction is suitable for the Company's objectives.

If the Company Shares become private, there is a possibility that this may affect the Company's social

9

recognition that the Company has enjoyed as a listed company, the Company's ability to secure excellent human resources through the high name recognition, public trust and financing from capital markets. However, as described in "(ii) Management Policy after the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Tender Offeror to Decide to Conduct the Tender Offer, and Management Policy Following the Tender Offer" under "2. Grounds and Reasons for Opinion" of "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer" of the Press Release of the Position Statement, the Company will establish a system in which the Company's officers and employees work together with the Tender Offeror to enhance the long-term corporate value, including the introduction of incentive plans for officers and employees, and will continue to appropriately disclose corporate information in consultation with the Tender Offeror in accordance with the policy of industry restructuring and future re- listing. The Company believes that it is possible for the Company to maintain name recognition by taking these measures, and, considering the social credibility and fund-raising capabilities, etc., as a whole obtained by becoming a member of the JICC Group (which refers to JICC and its subsidiaries and affiliates. The same shall apply hereinafter.) by becoming a part of the JICC Group, the disadvantages associated with going private are limited.

The Company has been conscious of measures to maximize shareholder value over the medium to long term through business expansion and to enhance value for other stakeholders (customers, employees, suppliers, and society), which are important sources of business expansion. Even after taking the company's shares private, the Company aims to increase value not only for shareholders over the medium to long term, but for all global stakeholders, and focus on building a stronger business foundation and increasing value.

Based on the above, the Company has concluded that the Transaction will contribute to the enhancement of the Company's corporate value and that going private is the best option for the Company's shares.

Taking in light that, based on the results of the valuation of the Company Shares in the Share Valuation Report (Mizuho Securities) and the Share Valuation Report (Mitsubishi UFJ Morgan Stanley Securities), as described in "iii. Obtaining Share Valuation Reports from Independent Financial Advisors and Third-Party Valuers of the Company" in "(4) Measures for ensuring the fairness of the Transaction and measures for avoiding conflict of interests" of "3. Matters related to Appropriateness of the Consolidation Ratio" below, the Tender Offer Price of 4,350 yen per share (i) exceeds the results of the calculations by Mizuho Securities and Mitsubishi UFJ Morgan Stanley Securities using the market price analysis, (ii) is within the range of the results of the calculations by Mizuho Securities using the comparable companies analysis and exceeds the range of the results of the calculations by Mitsubishi UFJ Morgan Stanley Securities using the comparable companies analysis, (iii) is within the range of the results of the calculations by Mizuho Securities and Mitsubishi UFJ Morgan Stanley Securities using the discounted cash flow analysis ("DCF analysis"), (iv) is the price after adding a premium of 34.51% to the closing price of the Company Shares on the Tokyo Stock Exchange Prime Market on June 23, 2023 (being one (1) business day immediately preceding the announcement date of the scheduled commencement of the Tender Offer) of 3,234 yen, which equals (x) the price after adding a premium of 30.47% of the simple average of the closing price of the shares for the past month of 3,334 yen, (y) the price after adding a premium of 36.66% of the simple average of the closing price for the past three (3) months of 3,183 yen and, (z) the price after adding a premium of 41.42 % of the simple average of the closing price for the past six (6) months of 3,076 yen, in each case, until the date of that closing price, respectively, and such premium level is comparable to other similar deals, (v) exceeds 3,795 yen (as of August 1, 2022), which is the highest price of the Company's shares for the last 52 weeks as of June 26, 2023; and (vi) is the price after sufficient negotiation with the Tender Offeror with the Special Committee's substantial involvement upon the measures to ensure the fairness of the Tender Offer as described in "(4) Measures for ensuring the fairness of the Transaction and measures for avoiding conflict of interests" of "3. Matters related to Appropriateness of the Consolidation Ratio" below, a considerable increase was made from the price originally offered by the Tender Offeror, and the Company believes that the price

10