Notice Regarding Transfer of Shares in JSR Corporation

JIC Capital, Ltd. (head office: Minato-ku, Tokyo; President and CEO: Shogo Ikeuchi; “JICC”), a wholly owned subsidiary of Japan Investment Corporation (head office: Minato-ku, Tokyo; President and CEO: Jiro Seguchi; “JIC”), hereby announces that it entered into a share transfer agreement today to transfer all common shares of JSR Corporation (head office: Minato-ku, Tokyo; Representative Director, CEO and President: Tetsuro Hori; “JSR”) to Mitsui Chemicals, Inc. (head office: Chuo-ku, Tokyo; President and Representative Director: Satoshi Ichimura; “Mitsui Chemicals”) and Development Bank of Japan Inc. (“DBJ”).

■ Overview of theTransaction

<Significance and Objectives of JICC’s Investment>

Semiconductors are used across every sector of the global economy, and countries around the world are engaged in intense competition not only to secure them but also to develop and manufacture them. Semiconductor materials are critical to successful semiconductor development and production. Enhancing the global competitiveness of Japan’s semiconductor materials industry is therefore essential to strengthening the country’s industrial competitiveness. Against this backdrop, JICC acted as JSR’s strategic partner, conducted a tender offer, and took JSR private so that JSR could swiftly and smoothly undertake bold, medium- to long-term strategic investments without being constrained by short-term earnings impacts. The investment was intended to enable agile structural reform and industry consolidation and, through these initiatives, to promote business restructuring and the mobilization of private-sector capital to strengthen the global competitiveness of Japan’s semiconductor materials industry.

<Value Creation Initiatives Following the Investment>

For more than two years after JSR was taken private in June 2024, JICC provided hands-on support for a range of value creation initiatives. With electronic materials positioned as JSR’s core business, JICC supported growth investments in the Digital Solutions business, including the acquisition of Yamanaka Hutech Corporation, a manufacturer and seller of high-purity chemicals for semiconductors, and the construction of an advanced photoresist (MOR) plant in Korea, while promoting capital expenditures in semiconductor materials and related areas.
JICC also positioned the Life Sciences business as non-core and implemented structural reforms and business divestitures, contributing to an expansion in JSR’s earnings.
As a result, in the fiscal year ended March 2026, growth in the Digital Solutions business and the return of the Life Sciences business to profitability lifted core operating profit to JPY 62.3 billion. In addition, transfers of Life Sciences-related businesses helped net profit recover sharply to JPY 60.7 billion.

<Backgroundand Significance of the Transfer>

During the process of selecting a transferee, JICC received and reviewed proposals from multiple strategic buyers. JICC concluded that the proposal from Mitsui Chemicals offered financial rationale from the fund’s perspective and that JSR’s becoming a member of the Mitsui Chemicals Group would deliver the following benefits:
• A stronger presence in global markets as a semiconductor materials group
• Faster research and development through mutual use of resources
• Greater competitiveness through broader product portfolios in both front-end and back-end processes, together with an enhanced ability to propose comprehensive solutions, including next-generation product development with customers. In front-end processes, Mitsui Chemicals’ peripheral materials, including Mitsui Pellicle™, will complement JSR’s photoresists; in back-end processes, Mitsui Chemicals’ ICROS™ Tape and other products will complement JSR’s thick-film photoresists.
• Potential for further industry consolidation, including additional business restructuring
JICC determined that these synergies would strengthen the global competitiveness of Japan’s semiconductor materials industry and contribute to industry consolidation, and therefore decided to transfer the shares to Mitsui Chemicals.

 

■ Attachments
• Reference Materials: “JIC Capital’s Contribution to JSR and the Outlook for the Semiconductor Materials Industry”
• Mitsui Chemicals TimelyDisclosure: “Notice Regarding Execution of a Share PurchaseAgreement for Shares of JSR Corporation, Related Shelf Registration for theIssuance of the Company’s Common Shares, and Revision of the Scope underConsideration for the Split-off of the Basic & Green Materials Businesstoward Major Business Portfolio Transformation”

‍