Notice Regarding the Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809) by JX Advanced Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc.（725KB）

June 20, 2024

To whom it may concern:
Company Name:	ENEOS Holdings, Inc.
Representative:	Miyata Tomohide
	Representative Director, CEO
Code number:	5020;
	TSE Prime Market/
	NSE Premier Market
Contact person:	Eguchi Sayuri, Group Manager,
	Investor Relations Group,
	Investor Relations Department
	(Tel.: [phone])
Company Name:	JX Advanced Metals Corporation
Representative:	Hayashi Yoichi
	Representative Director, President,
	Chief Executive Officer
Contact person:	Hasegawa Norihiko, Manager (Investor
	relations),
	Public Relations & Investor Relations Dept.
	(Tel.: [phone])

Notice Regarding the Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809)

by JX Advanced Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc.

As announced in the "Notice Regarding the Planned Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809) by JX Nippon Mining & Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated December 21, 2022 (the "Tender Offeror Press Release dated December 21, 2022"), at the respective board of directors meetings of ENEOS Holdings, Inc. and its wholly-owned subsidiary JX Advanced Metals Corporation (the "Tender Offeror"; which changed the trade name from JX Nippon Mining & Metals Corporation to JX Metals Corporation on June 28, 2023, and from JX Metals Corporation to JX Advanced Metals Corporation on May 14, 2024) held on the same date, it was resolved that the Tender Offeror will implement a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "FIEA") (the "Tender Offer") to obtain all of the common shares of TATSUTA Electric Wire and Cable Co., Ltd. (Code Number: 5809, Prime Market of the Tokyo Stock Exchange, Inc. the "Target Company") (excluding the Target Company Shares directly owned by the Tender Offeror and the treasury shares owned by the Target Company) as part of the Transaction to make the Target Company a wholly-owned subsidiary of the Tender Offeror.

As stated in the Tender Offeror Press Release dated December 21, 2022, the Tender Offeror had aimed to commence the Tender Offer by June 2023. However, as it was difficult to accurately predict the period required for procedures required under competition laws both in and outside Japan, the Tender Offeror decided to announce the details of the schedule of the Tender Offer as soon as they were determined. Also, it was announced that the competition laws of China were

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scheduled to be reformed, which would increase the threshold for necessity of notification, and therefore, if the reform came into effect, the notification required under Chinese competition laws for the Tender Offer would not be necessary, and the scheduled period for commencement of the Tender Offer might be changed depending on the status of progress of the procedures required under Japanese competition laws at the time thereof.

As stated in "(Progress of Disclosed Matters) Notice Regarding Progress of Implementation of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code 5809) by JX Advanced Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated June 12, 2024, the clearance required in relation to the Chinese competition law has been obtained and necessary procedures and measures based on domestic and foreign competition laws have been completed. Following such completion, on June 20, 2024, the Tender Offeror confirmed that the conditions precedent to the implementation of the Tender Offer, including the completion of the necessary procedures and measures based on domestic and foreign competition laws, have been satisfied, and decided on that day to commence the Tender Offer on June 21, 2024.

As stated above, the clearance under Chinese competition laws has been obtained; however, as a condition for obtainment of the clearance, the Tender Offeror is required to implement the remedies to address the competition concerns that include prohibition against supply of the products supplied by the Tender Offeror in combination with the products supplied by the Target Company in China without justifiable reasons for a certain period on and after the date on which such clearance was obtained.

For more information, please refer to the attachment "Notice Regarding Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd." released by the Tender Offeror.

Overview of the Tender Offeror

Headquarters	10-4, Toranomon 2-chome,Minato-ku, Tokyo, Japan
Representative	Hayashi Yoichi, Representative Director, President, Chief Executive Officer
	Developing and mining of non-ferrous metal resources
	Smelting & refining, and marketing of non-ferrous metals, such as copper, gold and
	silver
	Manufacturing and marketing of electro-deposited and treated rolled copper foils
	Manufacturing and marketing of thin film materials such as sputtering targets, surface
Business description	treatment agents, and compound semiconductor materials
	Manufacturing and marketing of precision-rolled copper, copper-alloy, and special steel
	products
	Manufacturing and marketing of precision fabricated products such as gold-plated
	products
	Recycling of non-ferrous metal materials and treatment of industrial waste for reuse
Capital	75,000 million yen (as of June 20, 2024)

This press release also serves as notice given under Article 30, Paragraph 1, Item 4 of the Order for Enforcement of the Financial Instruments and Exchange Act of Japan based on a request made by JX Advanced Metals Corporation (the Tender Offeror) to ENEOS Holdings, Inc. (the Tender Offeror's parent company).

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	June 20, 2024
To whom it may concern:
Company Name:	JX Advanced Metals Corporation
Representative:	Hayashi Yoichi
	Representative Director, President
	Chief Executive Officer
Contact person:	Hasegawa Norihiko, Manager (Investor
	relations),
	Public Relations & Investor Relations Dept.
	(Tel.: [phone])

Notice Regarding Commencement of Tender Offer for

Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809)

As announced in "Notice Regarding the Planned Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809) by JX Nippon Mining & Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated December 21, 2022 (the "Tender Offeror Press Release dated December 21, 2022"), as well as "(Progress of Disclosed Matters) Notice Regarding Progress of Implementation of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code 5809) by JX Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated June 30, 2023, September 26, 2023, December 27, 2023, January 31, 2024, February 29, 2024, March 26, 2024, April 26, 2024, May 31, 2024, and June 12, 2024 (hereinafter, the press release dated January 31, 2024 shall be referred to as the "Tender Offeror Press Release dated January 31, 2024" and the press release dated June 12, 2024 shall be referred to as "the "Tender Offeror Press Release dated June 12, 2024"), JX Advanced Metals Corporation (the "Tender Offeror" or "JX Metals"; which changed the trade name from JX Nippon Mining & Metals Corporation to JX Metals Corporation on June 28, 2023, and from JX Metals Corporation to JX Advanced Metals Corporation on May 14, 2024) hereby announces that today, it decided to implement a tender offer (referring to a tender offer under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA") and related laws and regulations; the "Tender Offer") to obtain all of the shares of common stock (the "Target Company Shares") of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809, Prime Market of the Tokyo Stock Exchange, Inc. (the "TSE"): the "Target Company") (excluding the Target Company Shares directly owned by the Tender Offeror and the treasury shares owned by the Target Company) as part of the Transaction to make the Target Company a wholly-owned subsidiary of the Tender Offeror.

As announced in the Tender Offeror Press Release dated December 21, 2022, at its board of directors meeting held on that day, the Tender Offeror resolved to commence the Tender Offer as soon as the following conditions (collectively, the "Conditions Precedent to the Tender Offer") are satisfied (or the Tender Offeror waives the Conditions Precedent to the Tender Offer) to make the Target Company its wholly-owned subsidiary, and aimed to commence the Tender Offer by June 2023: (i) necessary procedures and measures based on domestic and foreign competition laws (Note 1) have been completed, (ii) the unanimous approval and endorsement resolution at the board of directors' meeting of the Target Company is conducted legally and effectively, and there have been no changes or withdrawals, (iii) a positive opinion endorsing approval and offering in the Tender Offer has been issued by the special committee established by the Target Company, and there have been no changes or withdrawals, and (iv) there are no reasons causing material adverse effects on the financial condition of the Target Company (i.e., no material change in the business or property of the Target Company or its subsidiary, or no other circumstance that would significantly compromise the Tender Offeror's ability to achieve the purpose of the Tender Offer as defined in the proviso to Article 27-11, Paragraph 1 of the FIEA, or similar or equivalent thereto; hereinafter the same) (Note 2).

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(Note 1) This includes approval or expiration of the waiting period in relation to the notification required under the competition laws of Japan and China. With respect to the notification required under the competition laws of China, it was announced that the competition laws of China were scheduled to be reformed, which would increase the threshold for necessity of notification. Whether the threshold will be satisfied in relation to the Tender Offer would depend on the sale of Target Company Group (defined in "(i) Background, the purpose, and process leading to the determination to conduct the Tender Offer" of "(2) Background, the purpose, and decision- making process leading to the determination to conduct the Tender Offer, and the management policy after the Tender Offer" below) in China, which exceeds the threshold before the reformation (400 million RMB) but falls short of the threshold after the reformation (800 million RMB). As such, the Tender Offeror announced previously that the notification required under the competition laws of China would not be necessary in relation to the Tender Offer if the reformation comes into effect. However, as it was unclear when the specific effective date would be, the Tender Offeror submitted the notification required under the competition laws of China on January 17, 2023, which was accepted on February 23, 2023 and approved on June 11, 2024. As announced in the Tender Offeror Press Release dated January 31, 2024, reforms that increase the threshold for the necessity of notification pursuant to Chinese competition laws (among others) became effective as of January 26, 2024, however, the Chinese competition authority had indicated that it would not permit the Tender Offeror to withdraw the notification pursuant to Chinese competition laws and implement the Tender Offer, given the fact that the process of conducting discussions for remedies to address competition concerns was ongoing. Accordingly, the Tender Offeror did not apply for withdrawal of the notification in order to implement the Tender Offer immediately.

(Note 2) In addition to (i) to (iv) above, Conditions Precedent to the Tender Offer also included: (v) there are no pending applications, lawsuits, or proceedings seeking to prohibit or restrict the commencement of the Tender Offer filed with judicial or administrative authorities, and there is no judgment or decision by judicial or administrative authorities prohibiting or restricting the commencement of the Tender Offer, and (vi) there are no undisclosed material facts concerning the Target Company (referring to material facts as defined in Article 166, Paragraph 2 of the FIEA; hereinafter the same) or facts of the tender offer, etc. (referring to facts as defined in Article 167, Paragraph 2 of the FIEA; hereinafter the same).

As stated in the Tender Offeror Press Release dated June 12, 2024, the Tender Offeror has obtained clearance under the Chinese competition laws, and the necessary procedures and measures based on domestic and foreign competition laws have been completed. In response thereto, on June 20, 2024, the Tender Offeror confirmed as follows that all of the Conditions Precedent to the Tender Offer, including the completion of the necessary procedures and measures based on domestic and foreign competition laws, have been satisfied, and decided on that day to commence the Tender Offer on June 21, 2024. The terms and conditions of the Tender Offer (including the Tender Offer Price (defined in "(i) Background, the purpose, and process leading to the determination to conduct the Tender Offer" of "(2) Background, the purpose, and decision-making process leading to the determination to conduct the Tender Offer, and the management policy after the Tender Offer" below)) remain unchanged from those stated in the Tender Offeror Press Release dated December 21, 2022.

As stated above, the clearance under Chinese competition laws has been obtained; however, as a condition for obtainment of the clearance, the Tender Offeror is required to implement the remedies to address the competition concerns that include prohibition against supply of the products supplied by the Tender Offeror in combination with the products supplied by the Target Company in China without justifiable reasons for a certain period on and after the date on which such clearance was obtained.

1. With respect to the notification required under the competition laws of Japan, on March 3, 2023, the Tender Offeror received a notice from the Fair Trade Commission to the effect that no prior notice of a cease and desist
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order will be provided (Article 9 of the Rules on Applications for Approval, Reporting, Notification, etc. Pursuant to the Provisions of Articles 9 to 16 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Fair Trade Commission Rule No.1 of 1953)), and confirmed that the no acquisition period for share acquisition through the Tender Offer (the "Share Acquisition") will end on March 3, 2023. Furthermore, with respect to the notification required under competition laws of China, as stated in (Note 1) above, the Tender Offeror announced previously that the notification required under the competition laws of China would not be necessary in relation to the Tender Offer if the reformation which would increase the threshold for necessity of notification comes into effect. However, as it was unclear when the specific effective date would be, the Tender Offeror submitted the notification required under the competition laws of China on January 17, 2023, which was accepted on February 23, 2023. The State Administration for Market Regulation of the People's Republic of China announced its decision to approve the Share Acquisition on June 11, 2024, and the Tender Offeror confirmed that the Share Acquisition was approved on the same day. As announced in the Tender Offeror Press Release dated January 31, 2024, reforms that increase the threshold for the necessity of notification pursuant to Chinese competition laws (among others) became effective as of January 26, 2024, however, the Chinese competition authority had indicated that it would not permit the Tender Offeror to withdraw the notification pursuant to Chinese competition laws and implement the Tender Offer, given the fact that the process of conducting discussions for remedies to address competition concerns was ongoing. Accordingly, the Tender Offeror did not apply for withdrawal of the notification in order to implement the Tender Offer immediately.

1. The Tender Offeror received the following report from the Target Company: at the meeting held today, the Target Company's board of directors found no factors as of today to change its opinion on the Tender Offer as of December 21, 2022, that it resolved to duly and validly express its opinion endorsing the Tender Offer and to recommend to the Target Company's shareholders to tender in the Tender Offer, and the foregoing has not changed or been withdrawn. Pursuant to this report, the Tender Offeror confirmed that the resolution passed and the expressed opinion is unchanged and not withdrawn and remains valid today.
2. The Tender Offeror received the following report from the Target Company: the Target Company's special committee confirmed that regardless of the circumstances that occurred between December 21, 2022 and today, there were no circumstances that would change the report to the Target Company's board of directors in favor of expressing an opinion endorsing the Tender Offer and to recommend to the Target Company's shareholders to tender in the Tender Offer. The special committee submitted a written report that there is no change in the above opinion, and the content of the written report is unchanged and not withdrawn and remains valid. Pursuant to this report, the Tender Offeror confirmed that the written report was submitted to the board of directors, and that written report is unchanged and not withdrawn and remains valid as of today.
3. The Tender Offeror received the following report from the Target Company: as of today, there are no reasons causing material adverse effects on the financial condition of the Target Company. Pursuant to this report, the Tender Offeror determined that such event has not occurred up to today.
4. The Tender Offeror received the following report from the Target Company: as of today, there are no pending applications, lawsuits, or proceedings seeking to prohibit or restrict the commencement of the Tender Offer filed with judicial or administrative authorities, and there is no judgment or decision by judicial or administrative authorities prohibiting or restricting the commencement of the Tender Offer. Pursuant to this report, the Tender Offeror confirmed that no such judgment exists today.
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1. The Tender Offeror received the following report from the Target Company: as of today, there are no undisclosed material facts concerning the Target Company or facts of the tender offer, etc. Pursuant to this report, the Tender Offeror confirmed that no such fact exists today.

1. Purpose of the purchase

1. Overview of the Tender Offer

As of today, the Tender Offeror directly owns 22,739,218 shares (ownership ratio (Note 1): 36.81%) of the Target Company Shares listed on the TSE Prime Market, and indirectly owns, through its subsidiary, JX Metals Trading Co., Ltd. ("JX Metals Trading"), 136,311 shares (Note 2) (ownership ratio: 0.22%) of the Target Company Shares listed thereon. By owning a combined total of 22,875,529 Target Company Shares (ownership ratio: 37.03%), the Tender Offeror holds the Target Company as an equity method affiliate.

(Note 1) "Ownership ratio" means the ratio to the number of shares (61,779,134 shares) obtained by deducting the number of treasury shares owned by the Target Company as of March 31, 2024 (8,377,260 shares) stated in the "Financial Results for the Fiscal Year Ending in March 2024 [Japanese GAAP] (Consolidated)" (the "Target Company Financial Results for the Fiscal Year Ending in March 2024") submitted by the Target Company on May 14, 2024, from the total number of issued shares as of March 31, 2024 (70,156,394 shares) stated in the Target Company Financial Results for the Fiscal Year Ending in March 2024 (any fraction is rounded off to two decimal places; hereinafter the same for any ownership ratios calculated below).

(Note 2) The above 136,311 shares owned by JX Metals Trading includes 49,996 (rounded down to the nearest whole number) Target Company Shares indirectly owned through TATSUTA Electric Wire and Cable Kyoeikai, the business partner shareholding association for the Target Company's business partners.

In the Tender Offer, the Tender Offeror has set the minimum number of shares to be purchased as 18,446,882 shares (ownership ratio: 29.86%); and if the total of the shares tendered for the Tender Offer (the "Tendered Shares") falls short of the minimum number of shares to be purchased (18,446,882 shares), the Tender Offeror will purchase none of the Tendered Shares. On the other hand, as the Tender Offer purports to make the Target Company a wholly-owned subsidiary, the maximum number of shares to be purchased has not been set; and if the total number of the Tendered Shares is the same as or more than the minimum number of shares to be purchased, purchase of all of the Tendered Shares will be conducted. The minimum number of shares to be purchased (18,446,882 shares) is set as the number obtained by the following formula: first, multiply (a) the number of voting rights (617,791 voting rights) pertaining to the number of shares (61,779,134 shares) obtained by deducting the number of treasury shares owned by the Target Company as of March 31, 2024 (8,377,260 shares) stated in the Target Company Financial Results for the Fiscal Year Ending in March 2024 from the total number of issued shares as of March 31, 2024 (70,156,394 shares) stated in the Target Company Financial Results for the Fiscal Year Ending in March 2024 by (b) 2/3. Next, multiply the product (411,861 voting rights) (any fraction of less than one share in the total number shall be rounded off) by one share unit number of the Target Company (100 shares). Then, deduct, from the product (41,186,100 shares), the number of Target Company Shares owned by the Tender Offeror today (22,739,218 shares). Because the purpose of the Transaction is to make the Target Company a wholly-owned subsidiary of the Tender Offeror, when carrying out the procedures of the share consolidation stated in "(4) Policies regarding reorganization, among others, after the Tender Offer (matters regarding the so-calledtwo-stage purchase)" below, a special resolution at a shareholders meeting stipulated in Article 309, paragraph 2 of the Company Act (Act No. 86 of 2005; as amended; hereinafter the same) will be a requirement; accordingly, in order to ensure the completion of the transaction (the "Transaction") to acquire all Target Company Shares (excluding the Target Company Shares directly owned by the Tender Offeror and the treasury shares owned by the Target Company) and to make the Target Company a wholly-

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owned subsidiary of the Tender Offeror, the minimum number of shares to be purchased was set in order to satisfy the requirement by ensuring that the Tender Offeror will own 2/3 or more of the voting rights of all shareholders of the Target Company after the Tender Offer.

In relation to the Tender Offer, the Tender Offeror did not explain the Tender Offer to JX Metals Trading, the consolidated subsidiary of the Tender Offeror, prior to announcing the scheduled commencement thereof in the interest of confidentiality, and did not agree with JX Metals Trading on tendering in the Tender Offer all Target Company Shares JX Metals Trading owns (total owned shares: 136,311 shares; total ownership ratio: 0.22%). However, the Tender Offeror requested that JX Metals Trading tender all Target Company Shares it owns in the Tender Offer after the announcement of the scheduled commencement of the Tender Offer, and was informed by JX Metals Trading on December 21, 2022 that it intends to tender all Target Company Shares it owns in the Tender Offer (no tender agreement has been executed).

If the Tender Offeror cannot obtain all of the Target Company Shares through the Tender Offer (excluding the Target Company Shares directly owned by the Tender Offeror and the treasury shares owned by the Target Company), after the completion of the Tender Offer, the Tender Offeror plans to implement a series of procedures stated in "(4) Policies regarding reorganization, among others, after the Tender Offer (matters regarding the so-calledtwo-stage purchase)" below in order to make the Target Company its wholly-owned subsidiary.

According to the press release "Notice on Position Statement concerning Scheduled Commencement of a Tender Offer by JX Nippon Mining & Metals Corporation for Shares of the Company" dated December 21, 2022 and "Notice on Position Statement of support and recommendation to tender concerning Commencement of a Tender Offer by JX Advanced Metals Corporation for Shares of the Company" dated June 20, 2024 by the Target Company (collectively, the "Target Company Press Release"), at the meeting of the Target Company's board of directors held on December 21, 2022, the Target Company adopted a resolution in connection with the Tender Offer to express an opinion in support of the Tender Offer and to recommend that its shareholders tender Target Company Shares in the Tender Offer when the Tender Offer commences, as the Target Company's opinion as of that day.

Furthermore, as stated in "(ii) Decision-making process and reasons leading to the Target Company's support of the Tender Offer" of "(2) Background, the purpose, and decision-making process leading to the determination to conduct the Tender Offer, and the management policy after the Tender Offer" below, at the meeting of the board of directors above, the Target Company also adopted a resolution (i) that upon the commencement of the Tender Offer, the Target Company would request that the special committee established by the Target Company (the "Special Committee") deliberate over whether there is any change in the opinion expressed by the special committee to the meeting of the board of directors of the Target Company as of December 20, 2022 (the "Written Report dated December 20, 2022"), and state its opinion to the board of directors of the Target Company to that effect if there is no change in the previous opinion, and a changed opinion if there is any change; and (ii) that the Target Company would express its opinion on the Tender Offer again, when the Tender Offer is to be commenced in light of the opinion of the Special Committee. For details of the members and specific activities of the Special Committee, please see "(c) Independent special committee established, and a written report obtained, by the Target Company" of "(Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest)" of "(ii) Background of the valuation" of "(4) Basis for the valuation of the purchase price" of "2. Outline of the purchase" below.

According to the Target Company Press Release, on June 12, 2024, the Target Company received a notice from the Tender Offeror that, in response to the Tender Offeror having obtained clearance under the Chinese competition laws, and the necessary procedures and measures based on domestic and foreign competition laws having been completed, the Tender Offeror intends to commence the Tender Offer on June 21, 2024, on the assumption that all of the Conditions Precedent to the Tender Offer, including the completion of the necessary procedures and measures based on domestic and foreign

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competition laws, have been satisfied. As stated in "(c) Independent special committee established, and a written report obtained, by the Target Company" of "(Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest)" of "(ii) Background of the valuation" of "(4) Basis for the valuation of the purchase price" of "2. Outline of the purchase" below, the Target Company requested that the Special Committee deliberate over whether there is any change in the opinion in the Written Report dated December 20, 2022, and state its opinion to the board of directors of the Target Company to that effect if there is no change, and a changed opinion if there is any change.

The Special Committee confirmed facts with the Target Company, including whether there has been any material change in circumstances that may affect the Transaction on or after December 21, 2022, and deliberated over the requested matters stated above. As a result, the Special Committee confirmed that regardless of the circumstances that occurred between December 21, 2022 and June 20, 2024, there were no circumstances that would change the content of the opinions of the Written Report dated December 20, 2022. Then, on June 20, 2024, based on unanimous resolution of all the members, the Special Committee submitted a written report that there is no change in the above opinion to the board of directors of the Target Company (the "Written Report dated June 20, 2024").

After that, while paying the maximum respect to the content of the Written Report dated December 20, 2022 and Written Report dated June 20, 2024 submitted by the Special Committee, the Target Company carefully deliberated over the various conditions on the Tender Offer again; as a result, the Target Company found no factors as of today to change its opinion on the Tender Offer as of December 21, 2022. Therefore, at the meeting of the Target Company's board of directors held today, the Target Company again resolved to express its opinion in support of the Tender Offer, and to recommend to the Target Company's shareholders to tender in the Tender Offer, based on unanimous approval of all directors of the Target Company who participated in the resolution.

Furthermore, the resolutions at the above meetings of the Target Company's board of directors held on December 21, 2022 and today were adopted on the premise that the Tender Offeror intended to make the Target Company a wholly-owned subsidiary of the Tender Offeror through the Tender Offer and the subsequent procedures, and that the Target Company Shares would be delisted from the Tokyo Stock Exchange.

For details on the Target Company's decision-making process, please see the Target Company Press Release and "(e) Approval of directors of the Target Company with no interest in the Transaction" of "(Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest)" of "(ii) Background of the valuation" of "(4) Basis for the valuation of the purchase price" of "2. Outline of the purchase" below.

1. Background, the purpose, and decision-making process leading to the determination to conduct the Tender Offer, and the management policy after the Tender Offer

1. Background, the purpose, and process leading to the determination to conduct the Tender Offer

The Tender Offeror was originally established as Hitachi Mine of Kuhara Kogyo on December 26, 1905 after Fusanosuke Kuhara entered into a mountain purchase agreement to purchase Akazawa Copper Mine in Hitachi-shi, Ibaraki on December 11, 1905. Subsequently, on September 18, 1912 the private enterprise Kuhara Kogyo was reorganized to establish Kuhara Mining Co. ("Kuhara Mining"). In order to transition into a publicly-traded holding company, on December 29, 1928, Kuhara Mining changed its trade name to Nippon Sangyo Co. ("Nippon Sangyo"). On April 24, 1929, Nippon Sangyo mining and smelting division spun off to form Nippon Mining Co. ("Nippon Mining"). Subsequently, in November 1949, shares of Nippon Mining became listed on first section of the stock exchanges in Tokyo and Osaka,

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respectively. The metals resources development, metals and metal fabrication businesses of Nippon Mining were succeeded to by Nippon Mining & Metals Co., Ltd. (established on May 28, 1992 "Nippon Mining & Metals"), which started operations on November 1, 1992. Shares of Nikko Metals subsequently became listed on the first section of the TSE on August 4, 1998. Meanwhile, after Nippon Mining & Metals spun off, Nippon Mining merged with Kyodo Oil Co. to form Nikko Kyodo Co. on December 1, 1992, which changed its trade name to Japan Energy Corporation ("Japan Energy") on December 1, 1993. On September 27, 2002, Nippon Mining & Metals and Japan Energy established a joint holding company, Nippon Mining Holdings, Inc. ("Nippon Mining Holdings") whose shares became listed on the first section of the stock exchanges of Tokyo, Osaka, and Nagoya respectively, and the shares of Nippon Mining & Metals and Japan Energy were delisted. On April 1, 2006, Nippon Mining & Metals, Kabushiki Kaisha Nikko Materials (Nikko Gould Foil Co. Ltd., which was established on April 7, 1981, succeeded to Japan Energy's electronic materials business and changed its trade name on July 1, 1999; "Nikko Materials") and Nikko Metal Manufacturing Co., Ltd. (spun-off from the metal fabrication business of Nippon Mining & Metals Co., Ltd. on October 1, 2003) merged and integrated, with Nikko Materials as the surviving company, to form the new Nippon Mining & Metals Co., Ltd (the "New Nippon Mining & Metals").

On April 1, 2010, Nippon Mining Holdings and Nippon Oil Corporation established a holdings company, "JX Holdings, Inc. ("JX Holdings")," by joint share transfer and reorganized group companies under their umbrella. As a result, on July 1, 2010, Nippon Mining Holdings absorbed New Nippon Mining & Metals by merger, and changed its trade name to JX Nippon Mining & Metals Corporation and converted into an industrial company. Subsequently, on January 1, 2016, the Japanese trade name of the company was changed to JX Metals Corporation. On April 1, 2017, JX Holdings changed its trade name to JXTG Holdings, Inc.; and on June 25, 2020, to ENEOS Holdings, Inc. (the parent company of the Tender Offeror; hereinafter "ENEOS Holdings"), respectively. Also on May 14, 2024, the Tender Offeror changed its the English trade name from JX Metals Corporation to the current JX Advanced Metals Corporation.

In its "2040 JXTG Group Long-Term Vision" announced on May 13, 2019, ENEOS Holdings states as one of its envisioned goals "to become one of the most prominent and internationally-competitive energy and materials company groups in Asia". In the vision, the Tender Offeror is positioned as one of the three core industrial companies of ENEOS Holdings that is responsible for electronic materials and "Metal Resources Development, Copper Smelting and Refining." The Tender Offeror is a wholly-owned subsidiary of ENEOS Holdings, and in principle has no commercial dealings with ENEOS Holdings, which is a pure holding company. However, personnel are dispatched from the Tender Offeror to ENEOS Holdings. The Tender Offeror's business operation and important management decisions are conducted based on the president's decision or board of directors' resolution of ENEOS Holdings.

Under the recognition that ensuring a stable supply of non-ferrous resources and materials is its social mission, the Tender Offeror's group (referring to a corporate group comprising the Tender Offeror, 70 consolidated subsidiaries, and 18 affiliates (as of today), and excluding the Target Company and the Target Company's six consolidated subsidiaries (the "Tender Offeror Group"; hereinafter the same)) conducts business in the following five segments:

1. Functional materials business: The Tender Offeror Group is a global supplier of treated rolled copper foil, our mainstream product used in flexible printed circuit boards (Note 1), as well as high-functionality products such as titanium copper, Corson alloy (Note 2), and phosphor bronze used in connectors and other parts.
2. Thin film materials business: The Tender Offeror Group provides products on a global basis, such as a wide variety of sputtering targets (including those for semiconductors) (Note 3), compound semiconductor materials, high-purity metals, and surface treatment agents for highly functional devices including advanced IT equipment, medical instruments, and electric vehicles.
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1. Mineral resources business: The Tender Offeror Group is seeking to maintain the stable operation and improve productivity of the Caserones copper mine located in the Republic of Chile, in which the Tender Offeror Group holds interest. The Tender Offeror Group is also actively engaging in exploration and research of rare metal mines, which is expected to have a growing demand in the field of advanced materials in the future.
2. Metals and recycling business: The Tender Offeror Group is able to efficiently use its smelting processes to take copper concentrate and recycled raw materials and supply high-quality metal products such as copper and precious metals. These products are then provided in a stable fashion in Japan and parts of Asia. In addition, the Tender Offeror Group also conducts detoxification business for industrial waste, by applying incineration and melting technologies cultivated in smelting.
3. Tantalum and niobium business: The Tender Offeror's subsidiary, TANIOBIS GmbH, is one of the world's leading manufacturers of materials made of tantalum and niobium, and is number one in the world in production and sales volume of metallic tantalum powder. The Tender Offeror Group, together with TANIOBIS GmbH, stably provides products such as metal powders used in capacitors and semiconductor materials, oxides for SAW devices (Note 4) and optical lenses, chlorides for semiconductors, and advanced power materials.

(Note 1) "Flexible printed circuit boards" refer to substrates with electrical circuits formed on a substrate consisting of a thin, soft film with insulating properties, such as polyimide, and an inductive metal, such as ultrathin copper foil.

(Note 2) "Corson alloy" refers to a type of special copper alloy with nickel and silicon as major sub-components.

(Note 3) "Sputtering targets" refers to a deposition material used to form thin films on substrates such as silicon wafers and glass by sputtering, which is a method of physical vapor deposition and is performed in a vacuum apparatus using inert gas.

(Note 4) "SAW device" refers to a filter device having a composition that excites surface acoustic waves by means of a thin film of piezoelectric substance or regular comb-shaped electrodes formed on a substrate.

The Tender Offeror published "JX Nippon Mining & Metals Group Long-Term Vision 2040" on June 27, 2019. The vision states "shifting to a technology-based from a process industry-type firm" as the key strategy, and positions functional materials business, thin film materials business, and tantalum and niobium business as the "Focus Businesses," and mineral resources business and metals and recycling business as "Base Businesses." By balancing both further development of the Focus Businesses as the core of its growth strategy and the Base Businesses that support the organizational base, the Tender Offeror is actively engaged in realizing sustainable growth and generating high profits in global business competition as well as realizing a sustainable society as envisioned by the SDGs.

Meanwhile, according to the Target Company Press Release, the Target Company was established in September 1945, and began manufacture and sale of electric wire and cable by October 1947. In July 1948, it changed its trade name to the current TATSUTA Electric Wire and Cable Co., Ltd., operating as a company specializing in electric wires and cables manufacturing power supply/distribution and telecommunication cables. In November 1981, the Target Company developed optical cables, and in January 1987 began development and sale of copper conductive paint. In March 2000, the Target Company began development and sale of EMI (electromagnetic interference) shielding film, which still remains its core product, and began shipping their in-house production in September 2003. Today, in addition to the electric wire and cable business and electronic materials business, the Target Company is applying its core technologies to various fields to enter the fields of sensors and medical business as well as environmental analysis business. In February 1954, shares of the Target Company became listed on the Osaka Stock Exchange Co., Ltd. (currently, Osaka Exchange, Inc.) (the "OSE") and

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