ENEOS : Acquisition of JSR Corporation’s Elastomers Business (Change in Sub-subsidiary)

[Translation]

	May 11, 2021
To whom it may concern:
Company name: ENEOS Holdings, Inc.
Representative:	Ota Katsuyuki
	Representative Director, President
Code number:	5020, First Section of the Tokyo Stock
	Exchange and the Nagoya Stock Exchange
Contact person:	Inoue Ryo, Group Manager,
	Investor Relations Group,
	Investor Relations Department
	(Tel.: [phone])

Acquisition of JSR Corporation's Elastomers Business (Change in Sub-subsidiary)

ENEOS Holdings, Inc. ("ENEOS Holdings") today announces that its consolidated subsidiary ENEOS Corporation (President: Ota Katsuyuki; "ENEOS") has signed an agreement with JSR Corporation ("JSR") on May 11, 2021 to acquire the company's elastomers business, which includes the manufacture and sale of synthetic rubber.

JSR's elastomers business provides the tire materials that possess the highest level of performance in the industry. Solution polymerization styrene-butadiene rubber (SSBR), JSR's main product, is an indispensable raw material for treads (contact surface with road surface) of fuel-efficient and high-performance tires. JSR provides materials that are indispensable to the mobility industry and contributes to reducing environmental burden.

With the growing global demand for mobility, ENEOS expects tires to be needed regardless of changes in power sources and forms, and elastomers business is a field where growth can be expected in the future. Furthermore, ENEOS considers that tires will be required to achieve both mobility safety and economic efficiency at a higher level in the future as the technological innovation called CASE-Connected, Autonomous, Shared, Electric-progresses in the mobility industry. By integrating our research and development technology for elastomer raw materials with JSR's synthetic rubber modification technology cultivated over many years, ENEOS will be able to provide products that can meet such needs.

JSR will establish a new company and will transfer the elastomers business and the shares of subsidiaries and affiliates related to this business to the new company by splitting the company. After that, ENEOS is expected to acquire all the shares of the new company and make it a wholly owned subsidiary on April 1, 2022.

With reference to the 115 billion yen agreed to between the two companies through consultation with advisors, various price adjustment items should be considered to get the intrinsic purchase price (enterprise value basis) of the business. The equity purchase price will be determined from the intrinsic purchase price by considering the net interest-bearing debt, working capital, as well as other assets and liabilities at the time of completion of the acquisition.

In addition, JSR has implemented structural reforms*1 including cost reductions, such as rationalization of raw materials and distribution costs, and optimization of selling prices. Our

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acquisition is based on the premise that such structural reforms, expected to result in cost reductions of approximately 6 billion yen, are completed.

In the 2040 long-term vision, ENEOS Group positions the high-performance materials business as a growth business for developing and strengthening our technological capabilities.

By acquiring technology in new core areas for our materials business, ENEOS will be able to provide high-performance materials that support various industries including the mobility industry. Through the provision of high-performance materials, ENEOS will achieve Goal 9 "Industry, innovation and infrastructure" of the United Nations' Sustainable Development Goals (SDGs), which means we will contribute to the goal of "building a resilient infrastructure, promoting sustainable industrialization, and fostering innovation."

*1 JSR FY03/2021 Financial results explanatory material (announced on April 26), please refer to page 14.

https://ssl4.eir-parts.net/doc/4185/ir_material_for_fiscal_ym4/99066/00.pdf

The impact of this transaction on our consolidated financial results ending March 31, 2022 is expected to be minimal and the impact after that is currently being examined. We will promptly announce any matters arise if they are necessary to be disclosed.

1. Overview of ENEOS Corporation

(1)	Establishment	May 10, 1888
(2)	Headquarters	1-1-2 Otemachi, Chiyoda-ku, Tokyo, Japan
(3)	Representative	Representative Director, Sugimori Tsutomu
			Representative Director, President, Ota Katsuyuki
(4)	Business description	Refining and marketing of petroleum products (such as gasoline,
			kerosene, and lubricating oil)
			Import and sale of gas and coal
			Manufacture and sale of petrochemical products
			Supply of electricity and hydrogen
(5)	Capital	30,000 million yen
			(100% investment of ENEOS Holdings, Inc.)
(6) Employees	9,115
2. Overview of JSR Corporation
(1)	Company name	JSR Corporation
(2)	Establishment	December 10, 1957
(3)	Headquarters	1-9-2,Higashi-Shimbashi,Minato-ku, Tokyo, Japan
(4)	Representative	Representative Director, CEO Eric Johnson
(5)	Business description	Digital solutions business
			Life sciences business
			Elastomers business
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	Plastics business
(6) Capital	23,370 million yen
(7) Net assets	370,736 million yen
(8) Total assets	672,773 million yen
(9) JSR's relationship with	Capital	No capital relationship to be noted
ENEOS Holdings.	Personnel	No personnel relationship to be noted
	Business	No business relationship to be noted.
		However, ENEOS Holdings' subsidiaries and
		affiliates have business relationships with JSR
		regarding the purchase and sale of petrochemical-
		related materials.

3. Overview of the new company

(1)	Company name	Japan Synthetic Rubber Spin-off Preparation Co., Ltd.
(2)	Headquarters	1-9-2,Higashi-Shimbashi,Minato-ku, Tokyo, Japan
(3)	Representative	Representative Director, President,
		Hirano Hayato
(4)	Business description	Elastomers business
(5)	Capital	1 million yen
(6)	Establishment	May 12, 2021 (forecast)
(7)	Shareholding ratio	JSR 100%
		* ENEOS is expected to acquire all the shares on April 1, 2022.
(8) The new company's	Capital	No capital relationship to be noted
	relationship with	Personnel	No Personnel relationship to be noted
	ENEOS Holdings	Business	No business relationship to be noted
(9)	Business results for the past three years*2
	Fiscal year ended	March 31, 2019	March 31, 2020	March 31, 2021
	Revenue	200,736 million yen	178,794 million yen	143,186 million yen
	Segment Profit and Loss	7,421 million yen	-1,758 million yen	-11,420 million yen
*2The elastomer business results extracted from JSR's consolidated financial results
4．Number of Acquired Shares, Purchased Amount and Share Ownership Before and After
Acquisition
(1) Shares held before acquisition		0 share (Share of voting rights: 0.0%）
(2) Shares purchased and Purchase amount		1,001 shares
(3) Enterprise Value			115 billion yen
(4) Shares held after acquisition			1,001 shares (Share of voting rights:100.0%)

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