To Our Shareholders

Supplementary Material to Notice ofGeneral Meeting of Shareholders(Information we wish to convey to ourshareholders)Toshiba Machine Co., Ltd.
March 5, 2020

To Our Shareholders
At this shareholders meeting, we will be asking our shareholders to choose whether to allow the inappropriate acquisition of the Company by Office Support (acompany under the influence of Mr. Yoshiaki Murakami) or whether to trust our management policy.



The Company is currently implementing the Management Reform Plan toward the new “Shibaura Machine.” We are promoting measures in line with our policies
on growth investments and shareholder return, and the Board of Directors, the majority of whom are independent outside directors, is supervising theimplementation of the Plan. On February 21, in response to recommendations from the Nomination Advisory Committee, we decided to replace our President andChief Operating Officer from the perspective of ensuring the effectiveness of the Management Reform Plan and strengthening our M&A strategy.

Prior to the announcement of the Management Reform Plan, and behind the backs of general shareholders (immediately prior to our reporting of earnings), Office
Support persistently demanded consultations for the execution of a non-disclosure agreement and the conducting of a large-scale share buyback. When we turned
down their demands and proposed to have dialogues after announcing the Plan, they suddenly forcefully commenced a TOB. Rather than revive takeover defense
measures, we established “response policies for the shareholders to determine” whether to accept the purchase by Office Support for taking over the Company.



From various media reports, it is clear that the bidders, including Office Support, are practically controlled by Mr. Yoshiaki Murakami. Yet surprisingly, they havedenied this fact and each company insists that they operate their own business and are not a single entity.
These companies are unlisted companies engaged in real estate purchase and sale brokerage services. They have not yet submitted an announcement of theirfinancial results, and they also include companies whose liabilities exceed its assets. Moreover, they have strong suspicion of violating Foreign Exchange andForeign Trade Control Act (FEFTA) (prior to revision) due to acting on behalf of Mr. Murakami, a foreign investor.

On the other hand, despite that the maximum limit of the TOB (43.82%) is the level that practically signifies the acquisition of corporate management control, they
have not indicated any form of management policy after the TOB. They are merely persistently requesting an instantaneous increase in ROE through excessive
share buyback.



For the Company, being forced into a large-scale share buyback, which will inhibit the Management Reform Plan, is nothing less than an “imminent threat.” Wewould like to ask our shareholders to properly determine whether to accept the coercive purchase by Office Support. In particular, we would like to ask institutional
investors to make prudent judgments from the perspective of stewardship responsibility and long-term returns for pension funds, etc., which are the asset owners.

2

Outline of Office Support’s Proposal
The Company

Office Support
Forcefully commenced a TOB(Coercive/maximum limit: 43.82%)

Large-scalepurchase

Make a proposal at the shareholders meeting for
implementing policies for responding to Office
Support and triggering countermeasures

No policy

Management
policy(Sales of 135 billion yen, operating profit ratio of 8%, ROE of 8.5%,
payout ratio of 40%)

Shareholder return of 40-50 billion yen(Persistently requested the execution of a non-disclosure agreement
in order to have such consultations.)

No policy(Initially affirmed the management but then denied it, and repeatedbacktracking.)

Despite its aim for becoming a controlling shareholder (up to43%), denied that Mr. Yoshiaki Murakami is the substantive
controller and claimed that each company is “not a single
entity.”Use of funds

Governance

Implement Management Reform Plan

Growth investments of 30 billion yen anddividends of 15 billion yen by FY2023
Majority of directors are independent outside
directors(6 out of 11 directors are independent outside directors)

Shareholder
composition
3

Strengthened governance from the perspective of protectionof minority shareholders, following the sales of the Company
shares held by Toshiba, which was the controllingshareholder.

Extraordinary Shareholders Meeting Q&A

Extraordinary Shareholders Meeting Q&A (1)What is the purpose for holding a shareholders meeting?
At present, several business firms under the influence of Mr. Yoshiaki Murakami, including Office Support, own Company shares and areengaged in a TOB (takeover bid) on the Company shares. The Company is implementing the Management Reform Plan toward the new“Shibaura Machine,” and the TOB by Office Support is a significant factor of inhibiting the implementation of the Company’s Management
Reform Plan. The extraordinary shareholders meeting is held for the purpose of confirming our shareholders’ intention on whether toaccept the large-scale purchase by Office Support.

What kind of proposal will be resolved?
There are two proposals. In the first proposal, we would like to ask you to approve (the introduction of) the response policies that were resolvedby the Board of Directors of the Company on January 17 following receipt of a TOB notice from Office Support. In the other proposal, we
would like to ask for your judgment on the appropriateness of actually triggering countermeasures based on the response policies.
In other words, we would like you to consider them as “proposals on whether you trust the Company’s Management Reform Plan.”

What countermeasures are you referring to?
If our proposals are approved at the shareholders meeting, the Company will allot share acquisition rights without contribution to its
shareholders. These share acquisition rights will be allotted to all shareholders holding the Company shares on the record date (expected to be
April 24, 2020). Share acquisition rights will be allotted on the condition that the Company will acquire the share acquisition rights in exchange
for common shares, and thus its shareholders will automatically receive common shares of the Company.
However, common shares will not be allotted to large-scale bidders and their associates (such as Office Support), and share options will beallotted subject to the condition that differs from that for other shareholders, which is “the exercise of the rights is only permitted within a scopein which the ownership ratio is less than 20% after canceling or withdrawing the large-scale purchase.” As a result, only the shareholdings ofthe large-scale bidders and their associates will be diluted to a certain extent.
5Extraordinary Shareholders Meeting Q&A (2)Wouldn’t discriminatory handling of specific shareholders be a problem?
To be clear, the Company has not been purposely driving out Office Support, and rather, has engaged in dialogue with Office Support
for more than a year. Some of the points they have brought up are true, such as our failure to achieve our previous mid-term
management plan and the recent decline in current share prices. These points they have brought up are important in the sense that
feedback from shareholders encourages discipline amongst our management, and the Independent Committee of the Company also
acknowledged this.
However, the situation changes if Office Support is aiming to be a controlling shareholder. They are only seeking short-term profit(cash gains) for themselves. They are only interested in forcing us to buyback a large quantity of our shares and pay dividends,
and they have no interest in our business strategy. On top of that, they have been going behind the backs of generalshareholders when making their requests (while persistently requesting the execution of a non-disclosure agreement with theCompany). Then, when they realized that their requests would not be accepted as they expected, they suddenly forcefullycommenced a TOB.
We believe that such large-scale purchase by Office Support could be a significant factor of inhibiting the implementation of theCompany’s Management Reform Plan and could damage our corporate value and the common interests of our shareholders.
Furthermore, we believe that the final decision on whether to take countermeasures should be left to our shareholders, and this is why
we have decided to hold a shareholders meeting.

6Extraordinary Shareholders Meeting Q&A (3)Why do you oppose the TOB by Office Support?
Opposition Reason 1. Suspicion of Office Support’s eligibility as a controlling shareholder:
Most of the business firms under the influence of Mr. Yoshiaki Murakami (known amongst the general public as the former Murakami FundGroup) are unlisted companies that have not yet submitted an announcement of their financial results, and some of them are companies
with liabilities exceeding assets. While frequent stock assignments and transfers between shareholders in the past have been confirmed, theactual situation at the group is unclear.
When we asked for confirmation that these companies are “practically controlled by Mr. Yoshiaki Murakami,” they denied such fact, andactually insisted that, “we operate our own businesses, and are not a single entity formally nor practically.” Given that a number of media
reports have indicated that Mr. Murakami is leading the TOB, we cannot help feeling surprised that their response to our question was so far
from the actual situation. If they insist that they are really aiming to be a controlling shareholder while operating separately, we can never
expect that such behavior will have a positive impact on the increase in our corporate value.
A more serious problem is the strong suspicion of infraction of FEFTA. Mr. Yoshiaki Murakami is a foreign investor living in Singapore.
He has publically conducted himself as a TOB bidder in media such as Nikkei Business, and is promoting the TOB by using Japanesecompanies such as Office Support as an extension of himself (during a meeting between the Company and Office Support on November
22, 2018, we were told that “Office Support is a company used for the management of Mr. Yoshiaki Murakami’s assets,” and theCompany keeps the audio recording data of this meeting). These actions have strong suspicion of violating FEFTA. Since being held
responsible for violating FEFTA in the so-called “COCOM violation incident” in 1987, we have paid utmost attention to complying with thisAct. We are concerned that the large-scale purchase of the Company shares by a shareholder who has problems in following laws, such as
Office Support, may lead to the risk of violating FEFTA and have a serious adverse effect on our business. If an order to sell shares were to bemade by the authorities (the FEFTA stipulates that violators may be subject to orders to suspend the purchase or to sell shares), this could resultin a sudden change of the controlling shareholder or a sharp drop in share prices.
7

Extraordinary Shareholders Meeting Q&A (4)Opposition Reason 2. Short-term and excessive shareholder return:
The Company is convinced that the implementation of the Management Reform Plan announced on February 4 will lead to the sustained
increase in our corporate value. On the other hand, Office Support aims to acquire 43% of our shares through the TOB (substantially acquiring
corporate management control), yet they have no specific measures regarding our management policy after consummation of the TOB, andare merely obsessed with “short-term and excessive shareholder return.” At first glance, their demands, such as ROE management, may
sound agreeable, but it is clear that a large-scale share buyback will make our growth investments difficult and will damage the shareholder
value over the mid- to long-term.

Opposition Reason 3. Ad-hoc and inconsistent claims:
At the commencement time of the TOB (Tender Offer Registration Statement), Office Support stated that it would like the current management
to take charge of management and professed itself a business partner. However, after we announced our Management Reform Plan on February
4, Office Support began to question the management responsibility of the Company. As can be seen by this, their behavior is ad-hoc and theirclaims are inconsistent by repeated backtracking. Management stagnation and confusion will be unavoidable if such a shareholder becomesa controlling shareholder.

Opposition Reason 4. Coercive nature of the TOB:
Coercive nature means that, “if any of our shareholders are concerned that Office Support will become a controlling shareholder, they will feelthat it is risky for them to remain as a minority shareholder and will instead be motivated to tender their shares in the TOB.” In TOBs,
since it is not possible to know whether other shareholders will tender their shares in the TOB, there are some cases in which shareholders areunwillingly motivated to tender their shares in the TOB to avoid the risk of being left as a minority shareholder. This TOB is considered to be atypical example of a “TOB with coercive nature,” yet Office Support has absolutely no understanding of this issue.
8Extraordinary Shareholders Meeting Q&A (5)Opposition Reason 5. Past examples of investments by the bidding group including Office
Support:Looking at past examples of investments made by investment vehicles under the influence of Mr. Yoshiaki Murakami, there are anumber of cases in which priority was given to acquiring large amounts of cash from investee companies that did not lead tosecuring the common interests of shareholders or enhancing the corporate value over the mid- to long-term. Such cases
involved agreements being reached to sell the company just a few months after a large-scale share buyback (an act that makes thecompany buy its holdings at a high price) or appointing outside directors. Given that the request made by Office Support to theCompany adheres to short-term and excessive shareholder return, we are concerned that our corporate value will be damaged in thesame way as in their past investments.

Opposition Reason 6. Ignoring our response policies:
Our response policies for Office Support is characterized by a “shareholders’ determination scheme,” and is completely different
from our traditional takeover defense measures under which triggering of measures was left to the decisions of the Board of
Directors. The policies are aimed for the shareholders to determine whether to accept the inappropriate purchase in a specific andconcrete way, and require the shareholders to gather adequate information from the large-scale bidders in advance so that they canmake an appropriate decision. However, Mr. Yoshiaki Murakami and the other bidders impetuously accused our response policies ofbeing “recovery of defense measures and self-protection” and commenced the TOB ignoring our response policies.
We subsequently accepted the request to hold a shareholders meeting to remedy thoughtless judgments. Even at this point,
we witnessed behavior of the bidders at their own convenience, such as changing their attitude to demand us to quickly
organize a shareholders meeting, despite forcefully commencing the TOB, and ignoring the opportunity to confirm
shareholders’ intentions.
9Extraordinary Shareholders Meeting Q&A (6)What do you think about the stagnant share prices?
Share prices reflect a company’s performance and growth expectations, and the current share price levels are taken very seriously asa reflection of the careful assessment of the management of the Company.
On the other hand, our newly formulated Management Reform Plan clearly states that the funds reserved so far shall beallocated to growth investments, M&A activities, and shareholder return (special dividends are also planned in the first halfof the next fiscal year), and we now have a system in which the independent outside directors, which account for a majority of
the Board of Directors, supervise the implementation of the Management Reform Plan. With these aspects, this plan is a
departure from conventional med-term management plans. By the time the Management Reform Plan is achieved, we areconvinced that our share price will greatly exceed the TOB price offered by Office Support, and we have received similar commentsfrom a number of institutional investors during IR meetings.

Takeover defense measures have been criticized by the capital market
It is our understanding that a system has been established overseas in which the Board of Directors (the majority of whom are
independent outside directors) suspends the purchase and make the bidders sit at a negotiating table when faced with a takeover bid
that could damage their corporate value.
We introduced the “shareholders’ determination scheme” following a resolution of the Board of Directors, the majority ofwhom are independent outside directors, based on the recommendations of the Independent Committee made up solely of
independent outside directors. This decision was made based on our awareness of the specific threat of a purchase by Office
Support, and this does not mean that we are backtracking on our governance reforms in the light of global capital market practice.
Rather, we believe that this indicates that the role of independent outside directors in Japan is becoming more important.
10

Management Reform Plan
toward the new “Shibaura Machine”(Summary)

Note: Please refer to the Company’s website for details regarding the Management Reform Plan.

Framework of Management Reform Plan
Quantitative
targetTarget value for FY2023
Consolidated basis

Sales

135 billion
yen

Payout ratio

Operating profit
ratio

Prospect of 40％

8.0％(during the period of theManagement Reform Plan)

ROE

8.5％

【Management reform centered on reorganization】

Specificmeasures(i) Abolish the “division system” which produced specific optimization issues, and adopt a “company system”(ii) Establish an “R&D Center” and a “Production Division” which bear enhancement of production efficiency and
QCD* as common functions.
(iii) Conduct personnel relocation and voluntary retirement toward optimal resource allocation and reduction of
fixed costs.

【Promotion of growth investments aimed for expansion of purposes to fields
expected to grow in the future】(iv) Promotion of growth investments aimed for expansion of purposes to fields expected to grown in the future*QCD：Quality・Cost・Delivery

Investment plan/
Financial strategies【Implementation of financial strategies aimed for enhancement of return on
equity (ROE)】(v) Allot cash-on-hand to investments towards change into a profitable company, and enhance profitability andcapital efficiency
12

Uses of Cash Flow Between FY2019 and FY2023
A policy to return a total of 15 billion yen to its shareholders by making a total of 30 billion yen capital/personnel investment
and implementing appropriate M&A, with an aim to achieve 135 billion yen sales/8.5% ROE in the fiscal year 2023.

Resources to maximize shareholder value
Operating cash flow
21.5 billion yen

Cash-in from sale of NFT shares
15 billion yen

Investment
Structuralreformexpenses
3 billionyen

Capital investment
25 billion yen

Cash-on-handShareholder returnR&D/
personnel
investment
2 billionyen

Dividend (including special dividend)

M&A
15 billion yen

In the next fiscal year, the Company plans to pay 3 billion yen of special dividends during aperiod up to the payment of interim dividends which eliminate the impact on the TOB, in
addition to regular dividends at the same level as this fiscal year.
13

Promotion of Growth Investments
Set a portfolio with energy related businesses and productivity enhancement
as an axis of growth in the future

Business opportunity

Investment fields and keywords
Environment SDGs

Molding
MachineCompany

EnergyfieldsCASE

Automation/labor-saving

Productivity
enhancement
fieldsIoT・AI

Machine
Tools
Company

Control
MachineCompany Films for renewable energy and new material toreplace existing plastics

 Large thin parts necessary for making automobiles
into EVs/light-weight Base film for aluminum and machinery base of basestations regarding 5G diffusion

 High precision molds responding to intelligent
and/sophisticated automobiles
 Mold demands in connection with the update ofelectronic devices responding to 5G
 Vertical multi-articulated robots and humancollaborative robots for the purpose of productivity
enhancement and solving personnel shortage
 Control devices responding to IoT/AI
14

Investment in New Businesses and Aggressive M&A Strategies
Establish an “R&D Center” for new businesses, and an “M&A Promotion Division” for
M&A/alliances, to promote investments to enhance the business value of each company.
• Investment in/alliance with local companies in Europe and China to expand sales channels.

Molding
MachineCompany・ Injection molding
machines
・ Die castingmachines
・ Extrusion
machines• M&A/alliance with specialized manufacturers to promote in-house production ofcomponents for existing product lines such as extrusion machines, film manufacturing
equipment, and coating machines.
• Seeking of M&A/alliance in the areas of laminated film and vinyl chloride, into which theCompany has not yet entered.
• Alliance with materials/chemicals manufacturers to catch up with the leading-edge material
technology and develop products.

Machine
Tools
Company

Control
MachineCompany

・ General-purpose
machine tools
・ High precision
processing
machines

・ Control machines
・ Robots• Increase in production efficiency/promotion of transfer of businesses through integration
with specialized manufacturers of general-purpose machines.
• M&A in the precision processing machines area, to acquire precision drilling technology andhorizontal MC technology.
• Investment/alliance to acquire sales channels in European region.

• Alliance with Siers/development companies of robots to acquire technologies required in thegrowing areas of robots, such as vertical multi-articulated robots and human-collaborative
robots.
• Creation/expansion of new businesses in the system engineering area, where the Company
utilizes its comprehensive strengths.
15

Attached Materials:
・Reasons for Opposing TOB・The Company’s Corporate Governance
System・Schedule

Note: Please refer to the Company’s website for details regarding the opposition announcement against the TOB.

Reasons for Opposing TOB: There is suspicion of its eligibility as a controllingshareholder. (including infraction of FEFTA)
Each company has not yet submitted
announcements of their financial results

Capital Structure of the Tender Offeror Group(From disclosed materials such as Tender Offer Registration Statement)

Singapore

Mr. Yoshiaki Murakami

Ms. Aya Nomura

Foreign investor
living in Singapore(Held the Company’s shares
until January 14, 2020)

S-Grant Corporation’s liabilities
exceed its assets
Suspicion of infraction of Foreign Exchange andForeign Trade Control Act (FEFTA).

Major shareholder (Unknown ratio of voting rights)

Japan

Mr. Murakami, a foreign investor, has publically conducted
himself as a tender offeror in media such as Nikkei Business. He
is proactively promoting this TOB by using Office Support and
S-Grant as an extension of himself. (When Office Support visitedus, we were told that “Office Support is a company used for the
management of Mr. Yoshiaki Murakami’s assets.”)
These actions have strong suspicion of violating FEFTA (Article
27, Item 13). There are concerns that the Company’s corporate
value and the common interests of shareholders will be damagedby having a tender offeror, who has doubts of following laws,
become the controlling shareholder.

ATRA Corporation

Parent company – subsidiary relationship
Office Support K.K.
(Holds 6.53%)
100％

Minami Aoyama Real Estate Co., Ltd.

66.50%

100％

S-Grant Corporation(Holds 6.21%)

Denied substantial control
by Mr. Yoshiaki Murakami

33.50%

Since it seemed very clear that Mr. Murakami is the substantive
controller of the TOB bidding group through media coverage,
the Company asked for a confirmation, in which the TOB
bidding group denied the fact, insisting that each company
operates its own business and that they are not a single entity.

City Index Eleventh Co., Ltd.
(Tender Offeror: Has yet to hold the Company’s shares)

17

Reasons for Opposing TOB: Although the tender offeror is aiming for substantial
control of the Company, no management policy is explained.
Given on the past attendance ratio at the Company’s general meeting of shareholders, the maximum
limit of the TOB (43.82%) is the level that practically signifies the acquisition of corporate control, andthe tender offeror group has not indicated any form of management policy.

Even if our shareholders may feel that the tender offeror group’s control would damage the Company’s
corporate value and have complaints of the TOB conditions, it gives them more motivation toparticipate in the TOB rather than stay as minority shareholders. This partial TOB is considered as a
typical coercive method of purchasing.
Attendance Ratio at the Company’s General Meeting of Shareholders (Voting Ratio)
90.0%
81.1%

80.3%

80.0%

76.2%

75.3%

83.0%
79.5%

74.4%
71.5%

70.0%

Attendance ratio at
general meeting ofshareholders
71.5－83.0%
Maximum limitof the TOB
43.8%

60.0%
50.0%
40.0%
38.1%

37.7%

June
2012
2012年6月

June
2013
2013年6月

40.6%

39.8%

2016年6月
June 2016

June
2017
2017年6月

40.1%
37.2%

30.0%
June
2014
2014年6月

2015年6月
June
2015

Ordinary resolution
approval line

41.5%
35.8%

(Half of attendance rate)

35.8－41.5%

Total voting
全体行使率

Ordinary resolution
普通決議可決ライン

ratio

approval line18

2018年6月
June
2018

Maximum
TOB上限 limit of
the TOB

2019年6月
June
2019Reasons for Opposing TOB: Taking into account the tender offeror group’s previous
investment cases, there is a high possibility they will damage the Company’s corporate value.

Investment Targets

Activities

Past cases of Office Support (Firm under the influence of Mr. Murakami)

Accordia Golf

Pressured through various activities such as demanding an extraordinary shareholders’meeting within approximately 22 months after the start of the share acquisition, andgained significant profit by selling their holdings at a high price through a large-scale
share buyback that led to a large-scale shareholder return.

Kuroda Electric

Following various moves such as the acquisition of large quantities of shares on the market,
demands for extraordinary shareholders meetings and intimidating the management, thecompany reached a sale agreement of all holding shares in approximately 4 months sincesending in an outside director to the company. Moreover, it actually sold all holdings withinapproximately 4 months since such acts, gaining significant profit through the process.

Past case of Reno (Firm under the influence of Mr. Murakami)

YorozuThe Yokohama District Court determined that “Reno is scheming to abolish the antitakeover measures that hinder its purpose which is to gain significant profit bypurchasing significant amounts of shares and pressuring the company’s management invarious ways to sell the significant holdings in a short period of time to the company
and those with any ties to the company at a high price.”
19

Reference: The Company’s Corporate Governance System
 Became a company with audit and supervisory committee by resolution at a shareholders meeting in June
2019. Ratio of independent outside directors exceeds a majority.
 Ratio of independent outside directors on the Board of Directors: 6 out of 11 [54%] Ratio of independent outside directors on the Nomination Advisory Committee and Remuneration Advisory
Committee: 4 out of 5 [80.0%] respectively
 Shigetomo Sakamoto was appointed President and Chief Operating Officer on February 21, 2020
(to strengthen the Management Reform Plan promotion structure)
TSE independent
officer

CareerNomination
Advisory
Committee(voluntary)

Remuneration
Advisory
Committee(voluntary)

Chair

Chair

No.

Name

Title

1

Yukio Iimura

Chairman and Chief Executive Officer

2

Shigetomo Sakamoto

President and Chief Operating Officer

3

Akiyoshi Kobayashi

Director and Senior Managing
Executive Officer

4

Takahiro Mikami

Director

5

Kiyoshi Sato

Independent Outside Director

Management

TSE independent
officer

Committee member

Committee member

6

Seigo Iwasaki

Independent Outside Director

Management

TSE independent
officer

Committee member

Committee member

7

Hiroshi Inoue

Independent Outside Director

Management

8

Kazumine Terawaki

Independent Outside Director

Attorney-at-law

9

Hiroshi Takahashi

Director (Full-time Audit andSupervisory Committee Member)

10

Yoshihiro Ogura

Independent Outside Director (Audit
and Supervisory Committee Member)

Attorney-at-law

TSE independent
officer

11

Yutaka Usami

Independent Outside Director (Audit
and Supervisory Committee Member)

Certified public
accountant

TSE independent
officer

20

TSE independent
officer
TSE independent
officerIndependent
Committee (forOffice Support)

Independent
Committee member
Chair ofIndependent
Committee

Committee member
Committee member

Committee member

Committee member

Independent
Committee memberReference: Ratio of the Company’s Independent Outside
Directors
Following the sales of the Company shares by Toshiba, which was the controlling shareholder, weincreased the ratio of independent outside directors to a majority to ensure strengthened governanceand protection of shareholders.
25%

60%

55%

The Company’s introduction ratio
当社社外取締役導入比率
of independent outside directors

Toshiba’s ownership
東芝保有比率
ratio

50%
20%

20%
40%

33%

15%

30%

25%

20%

10%

30%
20%

5%
10%

2%
0%

0%

2010

2011

2012

2013

2014

2015
21

2016

2017

2018

2019

Reference: Schedule (from February 2020)
 Wednesday, February 26: Disclose convocation notice on website

 Thursday, March 5: Send out convocation notice Friday, March 27: Extraordinary shareholders meeting / Board of Directors meeting to resolve the allotment of share acquisitionrights without contribution (tentative) Tuesday, March 31: Record date for voting rights at ordinary shareholders meeting Thursday, April 16: End date for TOB by Office Support (subsidiary: City Index Eleventh)(Tender offer period: 60 business days from Tuesday, January 21, 2020 to Thursday, April 16, 2020)

 Friday, April 24: Record date for allotment of share acquisition rights
 Monday, April 27: Effective date of allotment of share acquisition rights without contribution
 Early May (tentative): Announce financial results (for the fiscal year ending March 2020)
 Late June (tentative): Ordinary shareholders meeting Tuesday, June 30: Record date for special dividends (special dividend totaling approximately 3 billion yen as set forth in theManagement Reform Plan)• In the next fiscal year, the Company plans to pay special dividends in addition to regular dividends at thesame level as this fiscal year.
• For the payment of special dividends, the record date has been set to June 30, 2020 so that Office Support(subsidiary: City Index Eleventh) does not affect the TOB.
22

株主の皆様へのお願い
The Company will implement the Management Reform Plan toward the new“Shibaura Machine,” and will push forward with unflinching determination
and resolve to meet its long-term shareholders’ expectations in the shape ofinvestment and shareholder returns.
Office Support becoming the controlling shareholder will clearly inhibit thepromotion of this Reform Plan and damage the Company’s corporate value. We
ask our shareholders for their understanding and support for triggeringcountermeasures against Office Support.

Please support both Proposal 1
and Proposal 2.
23

TOSHIBA MACHINE CO., LTD.
2068-3, Ooka,
Numazu-shi,
Shizuoka-ken, 410-8510, JAPAN〒410-8510
静岡県沼津市大岡2068-3
TEL: 81-(0)55-926-5006 FAX: 81-(0)55-925-6560 URL: http://www.shibaura-machine.co.jp/
TEL (055)926-5006 FAX (055)925-6560 URL : http://www.shibaura-machine.co.jp/