Toyo Tires to Divest a Major Part of Its
Chemical Industrial Products Business
Hyogo, Japan – July 28, 2017 – Toyo Tire & Rubber Co., Ltd. (President & CEO: Takashi Shimizu,hereinafter “TTR”) has announced that, at the meeting of the Board of Directors held today, it wasresolved to divest a major part of its Chemical Industrial Products business (excluding seismic isolation
rubber for Construction),which is currently consolidated under TTR’s DiverTech Business Segment(hereinafter referred to as the “Divested Business”).
To facilitate this, TTR’s subsidiary, Toyo Chemical and Industrial Products Co., Ltd. (hereinafter referred
to as the “Succeeding Company”) will form a new stock company, which will succeed to the assets of theDivested Business. All shares of the Succeeding Company will be transferred to Nitta Corporation,
pursuant to a Share Transfer Agreement entered into between TTR and Nitta Corporation, effective today.
1. Purposes of the Share Transfer
To ensure that each of its businesses fulfills customer requirements, TTR devised guidelines foranalyzing its individual businesses. TTR then evaluated and reassessed each business from various
perspectives, including market growth potential and business continuity, and determined the best courseof action to enhance the value of each business.
Under Toyo Chemical Industrial Products Co., Ltd., the Divested Business has enjoyed an excellent
reputation for technological prowess and stable demand, building a high degree of recognition and solid
foundation over many years. In a bid for future growth, it has planned to expand overseas as well.
In evaluating and reassessing the Divested Business, TTR has, in light of the current competitivemarket environment for the Transferred Business, confirmed the need to further develop the businessand to enhance its corporate value, and has considered methods by which to achieve these goals.
TTR has now concluded that it would be best for the Divested Business to pursue future opportunities
under the ownership of a well-established company that possesses profound knowledge of a similarbusiness segment, and has the necessary infrastructure to promote the business.
TTR will hereafter focus its management resources on its “mobility-enabled businesses” (i.e.,
automotive tires and parts) in order to strengthen the momentum of those operations, and thereby further
enhance its corporate value.
2. Overview of the New Company (subject to change)(1)

Trade nameTo be decided after mutual consultation(2)

Headquarters

To be decided after mutual consultation(3)

Establishment

Early August 2017 (Planned)(4)Commencement ofbusiness

November 1, 2017 (Planned)

(5)Representative

To be decided(6)

Stated Capital

To be decided(7)

Ownership

Wholly owned by Toyo Chemical Industrial Products Co., Ltd.

(8)

Manufacturing and sale of chemical industrial products
Business lines(components for railway cars, industrial rubber products,
hoses, waterproof materials, etc.)(9)

Production: Akashi, Ayabe, and Fukushima (Japan), Wuxi andHong Kong (China), Wangnoi (Thailand)(Production facilities of the Toyo Tires Group, currentlyFacilities

responsible for the Transferred Business)
Sales: Sapporo, Sendai, Tokyo, Nagoya, Osaka, Hiroshima,
Takamatsu, and Fukuoka (Japan)(Sales offices of Toyo Chemical Industrial Products Co., Ltd.,
currently responsible for the Transferred Business)

3. Overview of the Transferee of the Share Transfer (current as of March 31, 2017)(1)

Corporate nameNitta Corporation(2)

Headquarters

4-4-26 Sakuragawa, Naniwa-ku, Osaka, Japan(3)

Representative

Motonobu Nitta, Representative Director / President(4)

Business lines(5)

Stated capital

8,060 million yen(6)Date establishedFebruary 10, 1945

(7)

Net Assets

91,247 million yen(8)

Total Assets

112,344 million yen

Major shareholders(9)and shareholding
ratio

Manufacture and sale of belt/rubber products, resin
hoses/tubes, air-conditioning products, etc.

Nitta Rubber Industrial Co., Ltd.

9.38%

IBP Co., Ltd.

7.60%

Japan Trustee Services Bank, Ltd. (Trust Account)

4.94%

Onga Holdings Llc

4.72%

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

4.71%

JP Morgan Luxembourg S.A. 380578(Standing proxy) Settlement & Clearing Services

3.52%

Department, Mizuho Bank, Ltd.
Nitta Business Partners Shareholder Association

3.16%

Nitta Kyoeikai

1.89%

Japan Trustee Services Bank, Ltd. (Trust Account 9)

1.83%

Goldman Sachs & Co. Reg.
(Standing proxy) Goldman Sachs Japan Co., Ltd.

(10)

CapitalNone

Personnel

None

Relationships withBusiness

None

TTR

Other pertinentsituations of the

1.82%

None

related parties

4. Timeline of the Share Transfer① Board meeting for approval of Share Transfer

July 28, 2017

② Date of signing of share transfer agreement

July 28, 2017

③ Date of share transfer

December 27, 2017
(subject to change)※ Please note that the date of share transfer may be changed as necessary in light of various
circumstances, including the necessity and conditions of any permits and licenses, registration, orapplications to be received from or made with the competent authorities in Japan and abroad.

5. Financial Outlook
It is understood that the Share Transfer will have an insignificant impact on TTR’s businessperformance. TTR will promptly publish in the future, as necessary, any matters requiring disclosure.