March 24, 2022
To whom it may concern,
Name of company:

Toyobo Co., Ltd.

Name of representative:

Ikuo Takeuchi, President & CEO(Stock code: 3101, First Section of the Tokyo Stock Exchange)
Contact:

Katsuhiro Iwai, General Manager,
Corporate Planning Department(TEL +81-6-6348-3054)

Regarding agreement reached with Mitsubishi Corporation on Toyobo’s company split (simpleabsorption-type company split) involving the spin-off of the functional materials business andestablishment of a joint venture
Toyobo Co., Ltd. is pleased to announce that it has reached an agreement with Mitsubishi Corporation(referred to as “MC” hereafter) regarding a company split involving the spin-off of Toyobo’s functional
materials business (referred to as “the Company Split” hereafter) toward the establishment of a joint venture(referred to as “the New Company” hereafter) as well as the investment MC will make in the New Company(referred to as “the Investment” hereafter). This move is aimed at sharpening the competitive edge of Toyobo’sfunctional materials and enabling the company to continue to provide solutions at the global level. MC is
headquartered in Chiyoda Ward, Tokyo, and headed by President and CEO Takehiko Kakiuchi. Since theCompany Split is a simple absorption-type company split between Toyobo and its wholly owned subsidiary,certain disclosure items and details have been omitted.
As preconditions for carrying out the Company Split and the Investment, Toyobo and the New Company
will sign an absorption-type company split agreement with Toyobo as a split company and the New Company
as the succeeding company, and Toyobo and MC will, based on detailed consideration from now on, sign
including but not limited to a shareholders agreement between Toyobo and MC. We will announce when mattersthat are currently unresolved are finalized. Toyobo and MC will hereafter be referred to as “the Parties” when
they are mentioned together.

1. Background and purpose
Based on its corporate philosophy, “Jun-Ri-Soku-Yu (adhering to reason leads to prosperity),” whichreflects the spirit of its founder, Eiichi Shibusawa, Toyobo has striven to grow by helping to realize a sustainable
society through the solution of social problems with the provision of various products and technologies. At
present, Toyobo is evaluating and stratifying its business operations based on profitability and growth potential.
It then concentrates its resources on areas associated with films, life sciences and the environment by placing
them as focal areas of its business, while adopting a strategy of proactively expanding to the global market
business operations whose domestic markets have matured.
Meanwhile, Toyobo is under pressure to think outside the box and make sweeping changes to its businessat a time when it faces external demands due to heightened environmental awareness across the world such as
making green business operations with the use of renewable energy, etc., as well as responding to therequirements of the market in line with society’s rapid digital transformation.
Against this backdrop, the Parties agreed to set up the New Company as a business entity to build up its
strong position in the functional materials industry on the global stage; manage the portfolio of technologies
and products; and enhance its ability of addressing industrial issues such as the environment and digitalization.
This will be made possible through joint business operations between Toyobo, which has the ability tomanufacture products and develop technologies related to functional materials, and MC, which has broad knowhow in sales and trading of functional materials and the development of related businesses, as well as having
knowledge and experience as a general trading company in doing business abroad and making business ecofriendly and digitalized.

2. Establishment of the New Company(1) Outline of the New Company to be establishedThe outline of the New Company Toyobo plans to set up is as follows at this point. The details will beworked out through negotiations between the Parties, and we will inform you of them when they are finalized.
1) Company nameTo be decided2) Address

Osaka Umeda Twin Towers South, 1-13-1 Umeda, Kita-ku,
Osaka City, Osaka Prefecture3) Representatives

To be decided (planning to nominate two representatives, one
from Toyobo and the other from MC)

4) Business description

Planning, development, manufacturing and sales of products
related to functional materials5) Capital stock

To be decided

6) Date of establishment

Scheduled for October 2022

7) End of each accounting term

Scheduled for March 318) Net assets, Total assets

To be decided

9) Stakes(At the time of establishment) Toyobo 100%(After the Investment is made) Toyobo 51%, MC 49%10) Relationships ofCapitalAt the time of the New Company’s establishment, Toyobo’s

those involved in therelationshipstake in it is scheduled to be 100%. After the Investment isCompany Split

made, the stake of Toyobo is planned to be 51%, while MC’s
will be 49%.
Personnel

After the Investment is made, Toyobo plans to appoint four

relationshipdirectors to the New Company’s board, while MC plans toappoint three directors. The Parties plan to each appoint anauditor for the New Company.

Businessrelationship

3. The Company Split(1) Outline of the Company Split

To be decided

1) Schedule of the Company Split
Date of decision by the board ofMarch 24, 2022

directors
Date of reaching agreement between theMarch 24, 2022

Parties
A board of directors meeting to approve

Scheduled for November 2022

the Agreement on the absorption-typecompany split
Date of sealing the Agreement on theScheduled for November 2022

absorption-type company split
Effective date of the Company Split

Scheduled for January 2023

The procedures and schedules are subject to change depending on negotiations and considerations to bemade between the Parties.
2) Method of the Company Split
Toyobo will be the split company and the New Company to be established will be the succeeding company
in the absorption-type company split. The Company Split is scheduled to be carried out without the approval
at a general shareholders’ meeting, because it falls under a simple absorption-type company split prescribedby Paragraph 2, Article 784 of the Companies Act.
3) Allocations of shares due to the Company Split
Details will be announced when a final decision is reached.
4) Handling of the stock acquisition right and bond with stock acquisition right due to the Company Split
Not applicable.
5) Capital subject to change due to the Company Split
No change in capital for the split company (Toyobo).
6) Rights and obligations the succeeding company will inherit
The succeeding company will inherit what the absorption-type company split agreement stipulates fromamong the assets, liabilities, rights and obligations such as its contractual status, which are related to thebusiness to be split (As defined in 3. the Company Split (3) Outline of the business division that will be spunof 1) Business operations of the division that will be spun off and inherited by the New Company. The same
applies hereinafter.)7) Projected execution of debt obligations
No problem is expected for the succeeding company in terms of executing debt obligations it must shoulder
after the Company Split.
(2) Outline of those involved in the Company Split
Split company

Succeeding company(as of March 24, 2022)
1) Company Name

Toyobo Co., Ltd.

To be decided

2) Address

2-2-8, Dojimahama, Kita-ku, Osaka

Osaka Umeda Twin Towers South, 113-1, Umeda, Kita-ku, Osaka3) Title and name

Ikuo Takeuchi, President & CEOof representative

To be decided (planning to nominate
two representatives, one from Toyobo
and the other from MC)

4) BusinessBusiness related to films andPlanning, development, manufacturing

descriptionfunctional materials; mobility; lifestyleand sales of products related toand environment; life science

functional materials5) Capital stock

51,730 million yen

To be decided

6) Date ofJune 1914

Scheduled for October 2022

89,048To be decided

March 31March 31 (scheduled)

9) Principal

The Master Trust Bank of Japan, Ltd.

Toyobo Co., Ltd. is scheduled to hold ashareholders and(Trust Account): 13.85%

100% stake.

their percentage ofCustody Bank of Japan, Ltd. (Trust(For the plan after the Investment isstock owned orAccount): 8.47%

made, please refer to “2. Establishment

stakesNational Mutual Insurance Federationof the New Company (1) Outline of theof Agricultural Cooperatives: 4.00%

New Company to be established.”)establishment
7) Total number ofshares issued (unit:1,000 shares)
8) End of eachaccounting term

Custody Bank of Japan, Ltd. (TrustAccount 9): 2.47%
Employee stock ownership plan:
2.22%(As of September 30, 2021)
10) Business performance and fiscal conditions of the latest business year (consolidated)
Net assets

188,635

Total assets

491,188

Net assets per share(in yen)2,090.47 yen

Net sales

337,406

Operating profit

26,657

Ordinary profit

20,706

Profit attributableto owners of parent
Net profit pershare (in yen)

There is no ended business year.

4,202
47.30 yen
(Unit: in millions of yen unless specified otherwise)(3) Outline of the business division that will be spun off
1) Business operations of the division that will be spun off and inherited by the New Company
Business related to planning, development, manufacturing and sales of functional materials in Japan andoverseas (Business related to Polymerization Development, VYLON® and HARDLEN®, Photo Functional
Materials, Fine Chemicals, Engineering Plastics, Water Treatment Membranes, Environment Solution
Devices, Activated Carbon Products, Activated Carbon Fibers, Spun-Bounded Fabrics, Lifestyle Materials,
High-Performance Fibers), and businesses related to these businesses are scheduled to be handed to the New
Company. Details will be announced when the matter is finalized in future negotiations between the Parties.
2) Business performance of the division that will be spun off and inherited by the New Company
As mentioned in 1), the details of business operations at the division that will be spun off will be decided
based on future negotiations between the Parties. At this point, however, the scale of the business operation
is projected to be around 100 billion yen in sales.
3) The items and amounts of assets and liabilities to be spun off and inherited by the New Company
As mentioned in 1), the details will be notified when the matter is finalized in future negotiations between
the Parties.
(4) Situation of the split company and the succeeding company after the Company Split
Company name, address, title and name of representative, business operations, capital and end of eachaccounting term of the split company, and address, business operations and end of each accounting term of
the succeeding company will be unchanged. We will announce details when they are finalized. Company
name, title and name of representative, and capital of the succeeding company are currently unresolved, will
be announced when they are finalized.
(5) Future prospectsWe project the effect of the Company Split on our business performance will be minor because the New
Company will be a wholly owned subsidiary of Toyobo. After the split, the New Company plans to increase
capital through a third-party allocation to MC for the Investment.

4. Start of joint venture(1) Operations of joint venture
The Parties (Toyobo and MC) will jointly operate the New Company after the joint venture starts. By
working together, they plan to build up a strong position in the functional materials industry at the globallevel, manage the portfolio of technologies and products, and enhance the ability to deal with industrial
issues such as those related to environment and digitalization. Furthermore, they aim to make the New
Company capable of helping boost the competitive edge of Japan’s entire materials industry.
(2) Outline of the joint venture
As described in “(1) Outline of the New Company to be established under 2. Establishment of the NewCompany,” and “(2) Outline of those involved in the Company Split and (4) The company to be created after
the Company Split under 3. The Company Split.”(3) Projected business performance of the joint venture
The business projection of the New Company will be discussed between the Parties and therefore is to be
decided at this point.

(4) Outline of the joint venture partner
1) Company Name

Mitsubishi Corporation

2) Address

2-3-1 Marunouchi, Chiyoda-ku, Tokyo3) Title and name of

Takehiko Kakiuchi, President and CEO

representative
4) Business

Wide range of businesses spanning multiple industries and overseen by 10

description

Business Groups: Natural Gas, Industrial Materials, Petroleum & Chemicals
solution, Mineral Resources, Industrial Infrastructure, Automotive & Mobility,
Food Industry, Consumer Industry, Power Solution, and Urban Development.

5) Capital stock

204,446 million yen

6) Date ofApril 1950 (Founding year: July 1954)

establishment
7) Principal

The Master Trust Bank of Japan, Ltd. (Trust Account): 12.59%

shareholders and their

Custody Bank of Japan, Ltd. (Trust Account): 5.52%

percentage of stock

BNYM AS AGT/CLTS NON TREATY (standing proxy: MUFJ Bank):owned or stakes

5.40%
Meiji Yasuda Life Insurance Company: 4.38%
Tokio Marine & Nichido Fire Insurance Co., Ltd.: 3.53%(As of September 30, 2021)

8) Toyobo’s

Capitalrelationships with MC

relationship
Personnel

No relationshipNo relationshiprelationship
Business

Toyobo and MC group buy and sell products each otherrelationshipApplicability to

Not applicable

related parties
9) BusinessBusiness year

Business year

Business year

performance andending March

ending March

ending Marchfiscal conditions of2019

2020

2021

6,636,920

6,216,894

6,538,390

16,532,800

18,033,424

18,634,971

3,589.37 yen

3,521.30 yen

3,803.01 yen

Revenue

16,103,763

14,779,734

12,884,521

Profit before tax

851,813648,864

253,527

Consolidated net

645,784

592,151

132,241372.39 yen

348.50 yen

116.86 yen

the past three years

Accounting period

Consolidated net
assetsConsolidated total
assetsConsolidated net
assets per share (inyen)

profit for thebusiness year
Consolidated net
profit per share forthe business year
Dividend per share

125.00 yen

132.00 yen

134.00 yen(Unit: in millions of yen unless specified otherwise)(5) Schedule of the joint venture
Date of sealing the basic agreement

March 24, 2022

Date of sealing the shareholders’

Scheduled for January 2023

agreement
Date of payment of the Investment

Scheduled for January 2023

Start of the joint venture

Scheduled for January 2023

The procedures and schedules are subject to change depending on negotiations and considerations to bemade between the Parties.
(6) Future prospect
How this joint venture will affect Toyobo’s business performance is unknown at this point, but we willswiftly announce any development deemed necessary to be made public.