June 18, 2024
To whom it may concern
Company: Teijin Limited
Representative: Akimoto Uchikawa, President and CEO
Stock code: 3401 (Prime Market, Tokyo Stock Exchange)
Contact: Naoki Hamashima, General Manager,Corporate Communication Department
TEL: +81­3­3506­4395

Notice of Change in a Consolidated Subsidiary (Share Transfer) and Revision of Financial Forecasts

Teijin Limited (hereinafter, the “Company”) hereby announces that it has resolved at its Board of Directors
meeting today to conclude a basic agreement on transactions with BXJC II Holding KK (hereinafter, “TenderOfferor”) that stipulates that (i) the Company shall not apply to a tender offer that the Tender Offeror plans to makefor the common shares of INFOCOM CORPORATION (hereinafter, “INFOCOM”), which is the Company’s
consolidated subsidiary, (hereinafter, “INFOCOM Shares”) and stock acquisition rights (hereinafter, “TenderOffer”) with regard to all INFOCOM Shares that the Company owns, (ii) procedures (including the consolidationof INFOCOM Shares; hereinafter, “Share Consolidation”) shall be implemented to make the Company and theTender Offeror INFOCOM’s only shareholders after the completion of the Tender Offer, and (iii) the Company
shall transfer all INFOCOM Shares that it owns at the time to INFOCOM through share repurchase by INFOCOM(hereinafter, “Share Transfer”; and these transactions and a series of other transactions necessary in connection
therein shall hereinafter be collectively, “the Transactions”) (hereinafter, “Basic Agreement on the Transactions”).
The Basic Agreement on the Transactions has been concluded as detailed below.
INFOCOM will be excluded from the scope of the Company’s consolidated subsidiaries after the completion ofthe Transactions. For the details of the Transactions, please refer to INFOCOM’s press release dated today.
In conjunction with the Transactions, the Company has also revised its consolidated financial forecasts for thefiscal year ending March 2025 (April 1, 2024 to March 31, 2025) from the values announced on May 13, 2024.

1. Reason for the change and method
While the Company operates businesses in segments including Materials, Fibers & Products Converting,
Healthcare, and IT, we have been taking measures to push forward with business portfolio transformation asannounced in “Teijin Group Medium­Term Management Plan 2024­2025” as of May 13, 2024. With regard toINFOCOM, which is a consolidated subsidiary, the Company has been exploring all options while searching for
further group synergies. However, the Company has determined that implementing the Transactions is optimalfor enhancing the corporate value of the Company and INFOCOM and the common interests of shareholders,and has concluded the Basic Agreement on the Transactions with the Tender Offeror as of today to implement
the Transactions.
In order to select the most suitable candidate for enhancing the corporate value of the Company andINFOCOM and the common interests of shareholders before implementing the Transactions, the Company1

conducted a bidding process to solicit proposals for the acquisition of 100% of INFOCOM Shares from a total of
13 companies including several operating companies and investment funds such as Blackstone (note). After that,
the Company received final proposals from several candidates including Blackstone, discussed the content of
the proposals with each candidate, and as a result of comprehensively considering the content of each proposal
and the details of the discussions, concluded that it would be optimal to implement the Transactions with theTender Offeror, and selected the Tender Offeror as the final candidate. As for the tender offer price in the Tender
Offer, none of the other candidates offered terms that were more favorable than those offered by Blackstone.
In light of the fact that the provisions of the Corporation Tax Act to exclude deemed dividends from taxable
income are expected to be applied to the Company with respect to the Share Transfer in the Transactions, theTender Offeror has set the tender offer price in the Tender Offer and the transfer price in the Share Transfer sothat (i) the after­tax proceeds of the Company in the case of the Share Transfer will be (ii) approximately equal tothe after­tax proceeds of the Company that would be obtained if the Company accepted the Tender Offer, basedon the belief that both the maximization of the tender offer price and fairness among shareholders can beachieved by increasing the amount of distribution to INFOCOM's shareholders.
Although INFOCOM will be excluded from the scope of consolidated subsidiaries of the Company after thecompletion of the Transactions, the Company and INFOCOM will continue their business relationship in the IT
field as before. The Company also expects to use the funds obtained from the Transactions for future growthinvestment and shareholder returns, taking into account the progress of the business portfolio transformation inthe future.
Note: This refers to Blackstone Inc. and its affiliates and other related entities.
And a fund managed, advised or operated by Blackstone indirectly owns all of the outstanding sharesof the Tender Offeror.
2. Outline of INFOCOM
(1)

Name

INFOCOM CORPORATION(2)

Location9­7­2 Akasaka, Minato­ku, Tokyo(3)

Name and title ofrepresentative(4)

Jun Kuroda, President and CEO
Providing e­comic distribution service for smartphones, etc. andLine of businesssystem planning, operation and management development, formobile service providers, enterprises, medical institutions, publicoffices, and research organizations(5)

Capital1,590 million yen (as of March 31, 2024)(6)

Establishment

February 12, 1983

(7)

Major shareholder(s)and ownership
percentage(as of March 31, 2024)(Note)

Teijin Limited

57.87%The Master Trust Bank of Japan, Ltd. (Trust Account)

5.99%

GOLDMAN SACHS INTERNATIONAL

1.98%

INFOCOM Employees’ Stock Holding Association

1.92%

Custody Bank of Japan, Ltd. (Trust Account)

1.65%

MSIP CLIENT SECURITIES

1.50%

BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE­AC)

1.48%

BNP PARIBAS LONDON BRANCH FOR PRIMEBROKERAGE SEGREGATION ACC FOR THIRD
PARTY
21.31%NOMURA PB NOMINEES LIMITED OMNIBUS­

1.30%

MARGIN (CASHPB)
JAPAN POST INSURANCE Co., Ltd.
(8)

0.93%

Relationship with the Company
Capital relationship

The Company owns 31,760,000 shares (ownership percentage:57.87%) of INFOCOM Shares as of today.
One (1) Director of the Company concurrently serves as a Directorof INFOCOM, and one (1) Statutory Auditor of the Company

Personnel relationshipconcurrently serves as a Statutory Auditor of INFOCOM. In addition,Five (5) employees of INFOCOM are seconded to the Company,and One (1) employee of INFOCOM is seconded to Teijin Logistics
Co. Ltd., a wholly owned subsidiary of the Company.

Business relationship
Status as a related party(9)

The Company outsources the development of information andcommunications systems and their operation services to INFOCOM.
INFOCOM is a consolidated subsidiary of the Company and falls
under a related party.

Comsolidated financial status and comsolidated operating results of INFOCOM for the last
three years

Fiscal year

Ended March 2022

Ended March 2023

Ended March 2024

Net assets (million yen)

44,57945,194

49,158

Total assets (million yen)

57,53160,28767,324

Net assets per share (yen)806.59817.96888.43

Net sales (million yen)

64,58670,34284,453Operating income (million yen)

10,098

8,526

9,784

Ordinary income (million yen)

10,196

8,595

9,893

6,912

3,572

6,609

Earnings per share (yen)126.2065.20

120.50

Dividend per share (yen)

50.00

50.00

45.00

Profit attributable to owners ofparent (million yen)

Note: “Major shareholder(s) and ownership percentage (as of March 31, 2024)” are based on INFOCOM’s
Notice of the 42nd Annual General Meeting of Shareholders. The same shall apply hereinafter.
3. Outline of the Tender Offeror
(1)

Name

BXJC II Holding KK(2)Location5­1­4 Toranomon, Minato­ku, Tokyo(3)

Name and title ofrepresentative(4)

Line of business

Atsuhiko Sakamoto, Representative Director
Acquiring and owning INFOCOM Shares and controlling andmanaging INFOCOM's business activities, etc.

(5)

Capital1 yen(6)

Establishment

May 13, 2024

(7)

Major shareholder(s)and ownership
percentage

BXJC I Holding KK (Note)(as of June 18, 2024)(8)

Relationship with the Company

3

100.00%Capital relationship

None

Personnel relationship

None

Business relationship

None

Status as a related party

None

Note: As of today, a fund managed, advised or operated by Blackstone indirectly owns all of the outstanding
shares of BXJC I Holding KK
4. Number of shares to be transferred through the Transactions, transfer price and number of shares owned
before and after the TransactionsNumber of shares owned before the Transactions

31,760,000 shares(Number of voting rights: 317,600)(Ownership ratio of voting rights: 57.89%) (Note 1)

Number of shares to be transferred through the

31,760,000 shares (Note 2)

Transactions (tentative)(Number of voting rights: 317,600)(Ownership ratio of voting rights: 57.89%)

Transfer price (tentative)

Approx. 134,377 million yen (Note 3)

Number of shares owned after the Transactions

0 shares(Number of voting rights: 0)(Ownership ratio of voting rights: 0%)Note 1: “Ownership ratio of voting rights” is the ratio (rounded off to the second decimal place) of the numberof voting rights of all shareholders (548,644 voting rights) stated in the 3rd Quarter Securities Reportfor the 42nd Term submitted by INFOCOM on February 9, 2024. The same shall apply hereinafter.
Note 2: The actual number of shares to be transferred in the Share Transfer will change due to the Share
Consolidation.
Note 3: The transfer price is a reference value which is calculated by multiplying the number of INFOCOM
Shares owned by the Company as of today (31,760,000 shares) by 4,231 yen.
The actual transfer price in the Share Transfer will be the amount obtained by multiplying 4,231 yen
by the number obtained by deducting the number of shares equivalent to the fraction of less than one
share resulting from the Share Consolidation from the aforementioned number of shares.
5. Schedule of the Transactions(1) Conclusion of the Basic Agreement on the Transactions: June 18, 2024
(2) Tender offer period of the Tender Offer: June 19, 2024 to July 31, 2024 (tentative)(3) Commencement date of settlement of the Tender Offer: August 7, 2024 (tentative)(4) Effective date of the Share Consolidation: Around early October 2024 (tentative)(5) Execution date of the Share Transfer: Around early October 2024 (tentative)
6. Impact on future earnings
Starting with the fiscal year ending March 2025, the Company has voluntarily applied the International Financial
Reporting Standards (hereinafter “IFRS”) to its consolidated financial statements. If the Tender Offer is successful
and the Share Consolidation and the Share Transfer are implemented during the fiscal year ending March 2025,
the Company expects to record extraordinary income (gain on sale of stocks of subsidiaries and affiliates) ofapproximately 132.0 billion yen in the non­consolidated financial statements under Japanese GAAP for the fiscal
year ending March 2025 and profit from discontinued operations of approximately 105.0 billion yen in the
consolidated financial statements for the same period.

47. Revision of consolidated financial forecasts(1) Revision of consolidated financial forecasts for the fiscal year ending March 2025 (April 1, 2024 to March
31, 2025)
Revenue

Previouslyannounced forecast(A)
Revised forecast (B)Change (B­A)
Percent change (%)

million yen
1,050,000

Adjusted
operating income
million yen
30,000Operatingincome
million yen
26,000

Profit attributable toowners of parent
million yen
10,000

Basic earnings
per shareyen
51.93

975,000

20,00016,000Undetermined

Undetermined­75,000­7.1%­10,000­33.3%­10,000­38.5%――――

Note: Since IFRS has been voluntarily applied starting with the first quarter of the fiscal year ending March
2025, consolidated financial forecasts are calculated according to IFRS.
As a result of the conclusion of the Basic Agreement on the Transactions, the operations related toINFOCOM and its subsidiaries, which had been previously included in the IT business, have beenclassified as discontinued operations and excluded from the reportable segment starting with thisannouncement on the financial forecasts for the fiscal year ending March 2025. Accordingly, revenue,
adjusted operating income and operating income indicate only the amounts of continuing operations
excluding discontinued operations.
Adjusted operating income is calculated by adding equity in gains and losses of unconsolidated
subsidiaries and affiliates to operating income, excluding gains and losses due to extraordinary factors.
(2) Reasons for the revision
As a result of the conclusion of the Basic Agreement on the Transactions, the operations of
INFOCOM and its subsidiaries are classified as discontinued operations in the consolidated financialstatements. As a result, revenue, adjusted operating income and operating income for the fiscal year
ending March 2025 are expected to fall below the previously announced forecasts. The forecasts ofprofit attributable to owners of parent and basic earnings per share are under review and have notyet been determined.
­ End ­5