October 31, 2023

Company name:

JSP Corporation

Representative:

Tomohiko Okubo, President &

Representative Director

Code number:

7942, Tokyo Stock Exchange Prime Market

Contact:

Kazuhiro Nakajima

Executive Officer, General Manager of

Corporate Planning Division

Phone: +81-3-6212-6306

Notice of Transfer in Parent Company and Other Affiliated Company

JSP Corporation (hereinafter, the "Company") announces that MITSUBISHI GAS CHEMICAL COMPANY, INC. (hereinafter, "MGC"), the largest shareholder and the parent company of the Company will no longer be the parent company of the Company and is expected to be newly classified as an other affiliated company of the Company as of December 22, 2023.

1. Circumstances leading to the transfer

The Company resolved at the Board of Directors meeting held today to repurchase its own shares and implement a tender offer (hereinafter, the "Tender Offer") as a specific method specified under the provisions of Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended), as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the provisions of the Company's Articles of Incorporation, as announced in the "Notice Regarding Repurchase of Own Shares, Tender Offer for Repurchase of Own Shares and Dissolution of Capital and Business Alliance Agreement" disclosed today.

In addition, the Company has entered into a tender offer agreement with MGC today, 2023 to tender 3,600,000 shares (shareholding ratio (Note) : 12.08%), a part of the common shares of the Company held by MGC as of today, in the Tender Offer.

MGC is the parent company of the Company as of today, but if the Company purchases all the shares agreed to tendered in the Tender Offer, MGC will no longer be the parent company of the Company after the Tender Offer and is expected to be newly classified as an other affiliated company of the Company.

NoteThe "shareholding ratio" means the ratio based on the number of shares (29,808,029 shares) obtained by deducting the number of treasury shares (1,605,444 shares) held by the Company as of September 30, 2023, from the total number of shares issued (31,413,473 shares) as of the same

date, as stated in the "Summary of Financial Statements (Consolidated) for the Second Quarter of the Year Ending March 31, 2024Japanese GAAP" disclosed by the Company today, rounded to two decimal place. The same shall be applied hereinafter in the calculation of shareholding ratio.

2. Profile of MGC

(1)

Name

MITSUBISHI GAS CHEMICAL COMPANY, INC.

(2)

Location

Mitsubishi Building 5-2, Marunouchi 2-chomeChiyoda-ku, Tokyo

(3)

Title and Name of

Representative Director, President Masashi Fujii

Representative

(4)

Description of

Manufacture and sale of chemical products

Business

(5)

Share Capital

41.97 billion yen

(as of June 30, 2023)

(6)

Date of Incorporation

April 21, 1951

(7)

Consolidated Net

671,249 million yen (as of March 31, 2023)

Assets

(8)

Consolidated Total

1,029,317 million yen (as of March 31, 2023)

Assets

The Master Trust Bank of Japan, Ltd. (Trust Account)

14.95

Custody Bank of Japan, Ltd. (Trust Account)

8.64

Meiji Yasuda Life Insurance Company

4.30

Major Shareholders

Nippon Life Insurance Company

2.86

The Norinchukin Bank

2.46

and Shareholding

(9)

AGC Inc.

1.72

Ratios

National Mutual

Insurance Federation of Agricultural Cooperatives

(as of March 31, 2023)

1.58

The Bank of Yokohama, Ltd.

1.51

MUFG Bank, Ltd.

1.32

JPMorgan Securities Japan Co., Ltd.

1.32

Capital

MGC holds 16,020,882 common shares of the

Company (shareholding ratio : 53.75%) and is the

Relationship

parent company of the Company as of today.

Relationship between

As of June 29, 2023, one specially appointed executive

(10)

the Company and the

Personnel

and one employee of MGC serve as a Director and an

counterparty

Relationship

Audit & Supervisory Board member of the Company

respectively.

Business

The Company purchases Chemical

products and

Relationship

synthetic resins from MGC. In addition, the Company

has the Basic Agreement with MGC.

3. Number of voting rights and percentage of voting rights held by MGC before and after the transfer

Number of voting rightspercentage of voting rights

Attribute

Direct owned

Portion subject to

Total

portion

aggregation

Before transfer

Parent company

160,208

796

161,004

53.79%)

0.27%)

54.06%)

After transfer

Other affiliated

124,208

796

125,004

company

47.44%)

0.30%)

47.74%)

(Note 1) Ratio of voting rights held before the transfer is calculated based on the number of voting rights as of March 31, 2023 (297,824) as the denominator, as stated in the Securities Report of the 65th term filed by the Company on June 29, 2023.

(Note 2) Ratio of voting rights held after the transfer is calculated based on the number of voting rights (261,824) as the denominator, which is the number of voting rights as of March 31, 2023

(297,824) as stated in the Securities Report of the 65th term filed by the Company on June 29, 2023, less the number of voting rights (36,000) pertaining to the number of shares agreed to be tendered (3,600,000 shares).

(Note 3) Ratio of voting rights held is rounded to two decimal places.

  1. Transfer in unlisted parent companies, etc. subject to disclosure Not applicable
  2. Future outlook

The impact of this transfer on the Company's business performance is expected to be negligible. The Company will continue to maintain a good business relationship with MGC and will work to enhance the corporate value of the group.

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Disclaimer

JSP Corporation published this content on 31 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2023 10:30:19 UTC.