JSR : (Updated) Notice Regarding Partial Amendments to Announcement of Opinion on Scheduled Commencement of the Tender Offer and Recommendation for our Shareholders to Tender their Shares in the Tender Offer to be Conducte

Translation

	July 6, 2023
Company Name	JSR Corporation
Name of Representative	Eric Johnson, Representative Director, CEO and President
	(Code No.: 4185 TSE Prime)
Contact Information	Yoshiko Takeda, Corporate Communications Dept.
	TEL: [phone] (Japan)
	[phone] (from abroad)

(Updated) Notice Regarding Partial Amendments to

"Announcement of Opinion on Scheduled Commencement of the Tender Offer and Recommendation for our

Shareholders to Tender their Shares in the Tender Offer to be Conducted by JICC-02 Co., Ltd. for the Shares in JSR

Corporation"

JSR Corporation (the "Company") hereby announces that due to the discovery of some errors, amendments need to be made to certain parts of the "Announcement of Opinion on Scheduled Commencement of the Tender Offer and Recommendation for our Shareholders to Tender their Shares in the Tender Offer to be Conducted by JICC-02 Co., Ltd. for the Shares in JSR Corporation" announced on June 26, 2023 as set forth below. The amended parts are underlined.

Particulars

(Before Amendment) [Omitted]

According to the "Announcement Regarding Planned Commencement of Tender Offer for JSR Corporation (Securities Code: 4185)" (the "Tender Offeror Press Release") released by the Tender Offeror today, it may take a certain period of time to complete procedures and responses required under domestic and foreign competition laws (based on the current analysis, the procedures shall be required in Japan, China, South Korea, and Taiwan, and the Tender Offeror believes that the procedures may be required in Vietnam, Israel and Singapore. However, there is a possibility that the decision on whether or not the procedures are necessary may change depending on further confirmation of the facts regarding the Company's business or assets and the views of the relevant authorities. The same shall apply hereinafter.)) and foreign investment control laws and regulations (based on the current analysis, the Tender Offeror believes that the procedures may be required in the Netherlands. However, the decision on whether or not the procedures are necessary may change depending on further confirmation of the facts regarding the Company's business or assets and the views of the relevant authorities. The same shall apply hereinafter.). Therefore, the Tender Offeror plans to commence the Tender Offer within 10 business days from the date on which the subject procedures and responses have been completed and other conditions precedent set out in the Tender Offer Agreement (as defined in "(1) Overview of the Tender Offer" in "2. Grounds and Reasons for Opinion" under "Ⅲ. Details of, Grounds and Reasons for, Opinion of the Tender Offer", and the same shall apply hereinafter.) (Note 1) (the "Conditions Precedent") are all fulfilled or waived at the discretion of the Tender Offeror (Note 2), which date will be separately notified in advance to the Company by the Tender Offeror. As of today, based on discussions with local law firms regarding the procedures under applicable competition laws and regulations and investment control laws and regulations in jurisdictions outside of Japan, the Tender Offeror aims to commence the Tender Offer onlate December, 2023. However, as it is difficult to accurately predict the time period required for such procedures, the details of the schedule of the Tender Offer will be notified as soon as they are determined.

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(Note 1) (i) All clearances (Note 3) have been obtained; (ii) the Board of Directors of the Company, at the time of the announcement of the Tender Offer and at the commencement of the Tender Offer, by unanimous vote of all directors, has resolved and expressed an opinion supporting the Tender Offer and to recommend that the shareholders of the Company Shares and the holders of the Company Share Options tender their Company Shares and the holders of the Company ADRs deliver the Company ADRs to the Depositary Banks in advance, receive the Company Shares represented by the Company ADRs before tendering for the Tender Offer and tender their Company Shares if the Tender Offer commences (the "Endorsement Opinion"), and the Endorsement Opinion has not been changed or withdrawn; (iii) The Special Committee (as defined in "(3) Process and Reasons for Decision-Making at the Company" in "2. Grounds and Reasons for Opinion" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer") established in connection with the Tender Offer unanimously reported to the Board of Directors of the Company at the time of the announcement of the Tender Offer and at the time of the commencement of the Tender Offer that it is appropriate to express an opinion of approval of the Tender Offer, and such report has not been changed or withdrawn; (iv) (a) there is no judgment, etc. of any governmental agency, etc. restricting or prohibiting the Transaction (as defined in "(1) Overview of the Tender Offer" in "2. Grounds and Reasons for Opinion" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer".) and (b) no petition, lawsuit or proceeding is pending before any governmental agency, etc. seeking to restrict or prohibit the Transaction,

1. the obligations to be performed or observed by the Company under the Tender Offer Agreement (Note 4) have been performed or observed in material respects; (vi) each of the representations and warranties by the Company (Note 5) is true and correct in material respects; (vii) no undisclosed material facts relating to the Company exist, and the Company has delivered to the Tender Offeror a written statement attesting to such fact; (viii) no material adverse effect has been discovered or occurred since the date of execution of the Tender Offer Agreement; (ix) no event of non-loanability (Note 6) has occurred; (x) no event under which, if the Tender Offer had commenced, the withdrawal, etc. of the Tender Offer should be permitted pursuant to the Article 27-11, Paragraph 1 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent amendments.) has occurred since the date of execution of the Tender Offer Agreement (provided however, excluding cases where the relevant events are resolved by the day before the commencement of the Tender Offer without adversely affecting the business, financial condition, assets, liabilities, operating results or cash flow of the Company Group (as defined in " (i) Background and Purpose of the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Tender Offeror to Conduct the Tender Offer, and Management Policy Following the Tender Offer" in "2. Grounds and Reasons for Opinion" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer") as a whole and the relevant events are reasonably expected not to occur again); and (xi) it is reasonably certain that the balance of the deposit accounts of the Company and its subsidiaries as of the end of the tender offer period of the Tender Offer will total morethan 74 billion yen. For details of the Tender Offer Agreement, please refer to "Ⅳ. Matters Relating to Material Agreements Regarding the Tender Offer" below.

[Omitted]

In light of these circumstances, the Company resolved at the above Board of Directors meeting to at the time of the tender offerrequest to the Special Committee (as described in "(3) Process and Reasons for Decision-Makingat the Company" of "2. Grounds and Reasons for Opinion" of "Ⅲ. Details of, Grounds and Reasons for, Opinion of the Tender Offer", and the same shall apply hereinafter.)to consider whether or not there is any change in the opinion stated in the report submitted to the Board of Directors dated June 26, 2023 (the "SC Report"), and if there are none, to report as such to the Board of Directors, and if there are any change, to report the revised opinion to the Board of Directors. The Company has also resolved to express its opinion on the Tender Offer at the time of the commencement of the Tender Offer taking into consideration such revised opinion stated by the Special Committee.

[Omitted]

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(After Amendment) [Omitted]

According to the "Announcement Regarding Planned Commencement of Tender Offer for JSR Corporation (Securities Code: 4185)" (the "Tender Offeror Press Release") released by the Tender Offeror today, it may take a certain period of time to complete procedures and responses required under domestic and foreign competition laws (based on the current analysis, the procedures shall be required in Japan, China, South Korea, and Taiwan, and the Tender Offeror believes that the procedures may be required in Vietnam, Israel and Singapore. However, there is a possibility that the decision on whether or not the procedures are necessary may change depending on further confirmation of the facts regarding the Company's business or assets and the views of the relevant authorities. The same shall apply hereinafter.) and foreign investment control laws and regulations (based on the current analysis, the Tender Offeror believes that the procedures may be required in Belgium. However, the decision on whether or not the procedures are necessary may change depending on further confirmation of the facts regarding the Company's business or assets and the views of the relevant authorities. The same shall apply hereinafter.). Therefore, the Tender Offeror plans to commence the Tender Offer within 10 business days from the date on which the subject procedures and responses have been completed and other conditions precedent set out in the Tender Offer Agreement (as defined in "(1) Overview of the Tender Offer" in "2. Grounds and Reasons for Opinion" under "Ⅲ. Details of, Grounds and Reasons for, Opinion of the Tender Offer", and the same shall apply hereinafter.) (Note 1) (the "Conditions Precedent") are all fulfilled or waived at the discretion of the Tender Offeror (Note 2), which date will be separately notified in advance to the Company by the Tender Offeror. As of today, based on discussions with local law firms regarding the procedures under applicable competition laws and regulations and investment control laws and regulations in jurisdictions outside of Japan, the Tender Offeror aims to commence the Tender Offer inlate December, 2023. However, as it is difficult to accurately predict the time period required for such procedures, the details of the schedule of the Tender Offer will be notified as soon as they are determined. Also, any change in the scheduled date of the commencement of the Tender Offer will be immediately notified.

(Note 1) (i) All clearances (Note 3) have been obtained; (ii) the Board of Directors of the Company, at the time of the announcement of the Tender Offer and at the commencement of the Tender Offer, by unanimous vote of all directors, has resolved and expressed an opinion supporting the Tender Offer and to recommend that the shareholders of the Company Shares and the holders of the Company Share Options tender their Company Shares and the holders of the Company ADRs deliver the Company ADRs to the Depositary Banks in advance, receive the Company Shares represented by the Company ADRs before tendering for the Tender Offer and tender their Company Shares if the Tender Offer commences (the "Endorsement Opinion"), and the Endorsement Opinion has not been changed or withdrawn; (iii) The Special Committee (as defined in "(3) Process and Reasons for Decision-Making at the Company" in "2. Grounds and Reasons for Opinion" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer") established in connection with the Tender Offer unanimously reported to the Board of Directors of the Company at the time of the announcement of the Tender Offer and at the time of the commencement of the Tender Offer that it is appropriate to express an opinion of approval of the Tender Offer, and such report has not been changed or withdrawn; (iv) (a) there is no judgment, etc. of any governmental agency, etc. restricting or prohibiting the Transaction (as defined in "(1) Overview of the Tender Offer" in "2. Grounds and Reasons for Opinion" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer".) and (b) no petition, lawsuit or proceeding is pending before any governmental agency, etc. seeking to restrict or prohibit the Transaction,

1. the obligations to be performed or observed by the Company under the Tender Offer Agreement (Note 4) have been performed or observed in material respects; (vi) each of the representations and warranties by the Company (Note 5) is true and correct in material respects; (vii) no undisclosed material facts relating to the Company exist, and the Company has delivered to the Tender Offeror a written statement attesting to such fact; (viii) no material adverse effect has been discovered or occurred since the date of execution of the Tender Offer Agreement; (ix) no event of non-loanability (Note 6) has occurred; (x) no event under which, if the Tender Offer had commenced, the withdrawal, etc. of the Tender Offer should be permitted

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pursuant to the Article 27-11, Paragraph 1 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent amendments.) has occurred since the date of execution of the Tender Offer Agreement (provided however, excluding cases where the relevant events are resolved by the day before the commencement of the Tender Offer without adversely affecting the business, financial condition, assets, liabilities, operating results or cash flow of the Company Group (as defined in " (i) Background and Purpose of the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Tender Offeror to Conduct the Tender Offer, and Management Policy Following the Tender Offer" in "2. Grounds and Reasons for Opinion" in "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer") as a whole and the relevant events are reasonably expected not to occur again); and (xi) it is reasonably certain that the balance of the deposit accounts of the Company and its subsidiaries as of the end of the tender offer period of the Tender Offer will total not less than 74 billion yen. For details of the Tender Offer Agreement, please refer to "Ⅳ. Matters Relating to Material Agreements Regarding the Tender Offer" below.

[Omitted]

In light of these circumstances, the Company resolved at the above Board of Directors meeting that, as described in "(3) Process and Reasons for Decision-Makingat the Company" of "2. Grounds and Reasons for Opinion" of "Ⅲ. Details of, Grounds and Reasons for, Opinion of the Tender Offer", the Company shall, at the time of the commencement of the Tender Offer, request to the Special Committee to consider whether or not there is any change in the opinion stated in the report submitted to the Board of Directors dated June 26, 2023 (the "SC Report"), and if there are none, to report as such to the Board of Directors, and if there are any change, to report the revised opinion to the Board of Directors. The Company has also resolved to express its opinion on the Tender Offer at the time of the commencement of the Tender Offer taking into consideration such revised opinion stated by the Special Committee.

[Omitted]

1. Details of, Grounds and Reasons for, Opinion of the Tender Offer 2. Grounds and Reasons for Opinion

1. Overview of the Tender Offer

(Before Amendment) [Omitted]

In addition to this, as mentioned above,several members who have investedin INCJ Corporation("INCJ"), in which JIC owns all shares and which has a similar mission to that of JICC, are also participating in JICC, and has accumulated knowledge through investment experience in proximate areas, domestic industry restructuring projects, and the execution of large-scale and complex projects, in addition to its broad domestic and international public- private network.

[Omitted]

(After Amendment) [Omitted]

In addition to this, several members with investment experiencesin INCJ, Ltd.("INCJ"), in which JIC owns all shares and which has a similar mission to that of JICC, are also participating in JICC, and has accumulated knowledge through investment experience in proximate areas, domestic industry restructuring projects, and the execution of large-scale and complex projects, in addition to its broad domestic and international public-private network.

[Omitted]

1. Background, Purpose and Decision-Making Process Leading to the Tender Offeror to Conduct the Tender Offer, and Management Policy Following the Tender Offer

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1. Background and Purpose of the Tender Offer
2. • The Company's Business Environment, etc. (Before Amendment)
     The Company was established as Japan Synthetic Rubber Co., Ltd. in December 1957 under the Special Measures Law for the Synthetic Rubber Manufacturing industry, which was funded by the government and private companies for the purpose of nationalizing production of synthetic rubber, and has expanded and diversified its business in the semiconductor materials industry and life science industry, which are currently the mainstay of the Company's growth strategy. In October 1970, the Company was listed on the Second Section of the Tokyo Stock Exchange and the Osaka Securities Exchange, and in August 1971, it was re-listed on the First Section of the Tokyo Stock Exchange and the Osaka Securities Exchange. The Company became a purely private company following the Law on the Abolition of the Special Measures Law Concerning the Japan Synthetic Rubber Co., Ltd. in 1969.
     [Omitted]
     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. Under these circumstances, 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 that have not yet beenexperienced sufficient mergesand acquisitions must further strengthen their competitiveness. Furthermore, there are semiconductor materials in which the Company still have a low market share, such as process materials and packaging materials for 5G technology, and there are also many semiconductor materials that the Company have not yet entered the market even though high market growth is expected. Therefore, in the semiconductor materials industry where there are many promising domestic manufacturers, the Company believes, beyond research and development to maintain and expand the current competitiveness advantage, it is necessary to strengthen its international competitiveness through a bolder industry restructuring to gain a high market share in a wide range of semiconductor materials lineup, to achieve technological integration with other companies, and to enhance its resources to obtain new human resources and technologies.
     [Omitted]

(After Amendment)

The Company was established as Japan Synthetic Rubber Co., Ltd. in December 1957 under the Special Measures Law for the Synthetic Rubber Manufacturing industry, which was funded by the government and private companies for the purpose of nationalizing production of synthetic rubber, and has expanded and diversified its business in the semiconductor materials industry and life science industry, which are currently the mainstay of the Company's growth strategy. In October 1970, the Company was listed on the Second Section of the Tokyo Stock Exchange and the Osaka Securities Exchange, and in August 1971, it was re-listed on the First Section of the Tokyo Stock Exchange and the Osaka Securities Exchange. Following the subsequent reorganization of the Tokyo Stock Exchange, the Company is listed on the Tokyo Stock Exchange Prime Market as of today.The Company became a purely private company following the Law on the Abolition of the Special Measures Law Concerning the Japan Synthetic Rubber Co., Ltd. in 1969.

[Omitted]

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. Under these circumstances, 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

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