September 26, 2013
To whom it may concern,
Company name:Name of representative:(TSE Code:Contact:(Telephone:

Taiyo Nippon Sanso Corporation
Shinji Tanabe, President
4091, First Section of the TSE)
Tsutomu Moroishi
General Manager, Public Relations/IR
Department
03-5788-8015)

Notice Regarding Issuance of New Shares and Disposition of Treasury Shares by Way of ThirdParty Allotment, and Change of the Principal Shareholder
Taiyo Nippon Sanso Corporation (the “Company”) hereby announces that its board of directors, at a
meeting held on September 26, 2013, resolved certain matters relating to the issuance of new sharesand the disposition of treasury shares by way of third-party allotment (collectively, “Capital Increaseby Third-Party Allotment”), by which Mitsubishi Chemical Holdings Corporation (“MCHC”) will be
the allottee.
The Company also announces the change in its principal shareholder, expected as a result of theCapital Increase by Third-Party Allotment.
I.

Issuance of New Shares and Disposition of Treasury Shares by Way of Third-Party Allotment

1.

Outline of Offering and Disposition(1)

Date of issue and disposition(2)

Number of shares to be issued or
disposed of

(3)
(4)
(5)

(6)

2.

Issue price and disposition priceAmount of funds raised
Method of offering or allotment, or
method of disposition(intended party to whom shares willbe allotted and disposed of)Others

October 15, 2013
Number of shares to be issued:
30,000,000 shares of common stock of the Company
Number of shares to be disposed of:
15,096,000 shares of common stock of the Company
687 yen per share
30,980,952,000 yen
All shares shall be allotted to MCHC by way of thirdparty allotment.
Each of the above provisions shall be subject to theeffectiveness of the notification under the Financial
Instruments and Exchange Act, and to the obtaining oflicenses, permissions, or approvals from the relevant
authorities with regard to the implementation of theCapital Increase by Third-Party Allotment.

Purpose and Reason of Offering and Disposition

Since its development of Japan’s first oxygen generator in 1934, the Company has been focusing
primarily on air separation plants that produce industrial gases (oxygen, nitrogen, and argon), whileworking to advance a variety of technologies and develop its business as an industrial gas
manufacturer.

-2-With regard to the domestic business environment concerning the industrial gas industry, to which theCompany belongs, the Company’s major customers, including electronics companies, arereconsidering or reconstructing their business or organizations. Accordingly, the Company believes
that it will take some more time until the demand for industrial gases seriously recovers. On the other
hand, the Company believes that the business environment is steady both in North America and Asia,
considering the growth of the Company’s business results.
Under the circumstances stated above, the Company, with the aim of becoming a major Asian
industrial gas company, has considered various measures to maintain and strengthen the base for its
domestic business and to further extend its overseas business. Meanwhile, MCHC has maintained acapital tie with the Company, and deeply understands the effectiveness of business strategies and thepotential improvement of the Company. Therefore, the Company has arrived at the conclusion that,by mutually cooperating and attempting to strengthen the relationship with MCHC, in terms of theconstruction and operation of a supply chain in and outside of Japan, marketing activities utilizing the
global network, logistics using a business base, and research and development, the Company will beable to expand its business opportunity. Thus, the Company has discussed with MCHC mattersregarding a broad business alliance, including strengthening the capital tie with the Mitsubishi
Chemical Holdings Group.
As a result, the Company has considered that the execution of a capital and business allianceagreement (the “Agreement”; and the capital and business alliance created under the Agreement shallhereinafter be referred to as the “Capital and Business Alliance”) with MCHC, to create a businessalliance, will contribute to the Company’s future improvement of its business, and eventually, to theimprovement of the corporate value and shareholder value. For details of the Capital and Business
Alliance, please refer to the “Notice regarding the Capital and Business Alliance between Taiyo
Nippon Sanso Corporation and Mitsubishi Chemical Holdings Corporation” separately disclosed by
the Company today.
In addition to the above, for the purpose of making the business alliance even more firm and to
generate a synergetic effect, and also, meeting financial needs concerning future businessdevelopment, including capital investment, the Company has decided to conduct the Capital Increaseby Third-Party Allotment in accordance with the Agreement, and to appoint MCHC as the allottee.
Through this Capital and Business Alliance, the Company and MCHC aim to expand sales, strengthen
product competitiveness, and develop new markets by mutually providing and supplementing theirrespective sales capability, technological/development capability, and information capability.
As a result of the Capital Increase by Third-Party Allotment, the dilution of existing shareholders’voting rights will occur. However, in order to respond to business environment changes on acontinuing basis and to expand its business, the Company believes that it is indispensable to further
strengthen its domestic business base and further expand its overseas business now, and that it isdesirable to build a firm capital alliance relationship. Under the said understanding, the Company
believes that the Capital Increase by Third-Party Allotment will contribute to the improvement of its
corporate value despite the dilution of its shares as a result thereof, because the Company will be able
to gain higher value. The Company has thus decided that, from a medium-and-long perspective, theCapital Increase by Third-Party Allotment will contribute to increasing existing shareholders’ profits.
Also, in order to develop and maintain gas manufacturing bases and supply bases, the Company
requires a large amount of funds for making capital investments. Contemplating to procure financial
soundness as well as to expand its business based on long-term and stable funds, the Company has
considered that it is desirable to enhance its capital adequacy, and therefore, has decided that theequity finance is the best way to raise funds. Further, the Company has considered that, rather than acapital increase by way of public offering or shareholder allotment, a capital increase by way of thirdparty allotment would be a desirable means by which it would be able to raise funds promptly and-3certainly, while enhancing the relationship with MCHC, through which it expects to generate thesynergetic effect.
The Company has updated the “Measures against Large Volume Purchases of the Company Stock(Defensive Measures for Mergers)” in the seventh ordinary meeting of shareholders held on June 29,
2011, which had been introduced in the fourth ordinary meeting of shareholders held on June 27,
2008. In its board of directors’ meeting held today, the Company has agreed to the Capital Increase by
Third-Party Allotment, and has resolved that the acquisition of the Company stock by MCHC throughthe Capital Increase by Third-Party Allotment and Negotiated Transactions (as defined below) would
not fall under the category of a large volume purchase as stipulated under the said defensive measures.
3.

Amount of Funds to be Raised, Purpose of Use, and Time to Use Funds(1)

Amount of Funds to be Raised(in millions of yen)
Total amount to be paid-in
30,981
Estimated expenses to be
incurred in relation to the153
issuance and disposition(iii) Estimated amount to be raised
30,828after the relevant deduction
Note 1: The estimated expenses to be incurred in relation to the issuance and disposition are
exclusive of consumption or other taxes.
Note 2: The breakdown of the estimated expenses to be incurred in relation to the issuance anddisposition are as follows: registration-related expenses including the registration andlicense tax, attorneys’ fees, and financial advisory fees, etc.
(i)
(ii)

(2)

Specific Purpose of Use of Funds to be Raised; Time to Use Funds
The specific purpose of use of the funds to be raised through the Capital Increase by ThirdParty Allotment is scheduled as follows. The Company will manage the funds raised in abank account until it actually uses the funds.
Specific Purpose of Use
(i)

(ii)

(iii)

(i)

Capital investments forenhancing industrial gas
manufacturing capability outside
Japan
Capital investments forenhancing productmanufacturing capability in
Japan
Strategic investment andfinancing in North America,
Asia, and other countries orregions inside and outside Japan

Amount(in 100 millions of yen)

Scheduled Time of
Use

188

October 2013 September 2015

65

December 2013 March 201555

October 2013 - June
2014

Capital investments for enhancing industrial gas manufacturing capability outsideJapan
The Company aims to increase industrial gas manufacturing capability outside Japanby apportioning the raised funds to capital investments (including air separation plants
and hydrogen producers), mainly in the petrochemical industry in North America, and-4mainly in the petrochemical and semi-conductor industries in Vietnam and thePhilippines.
(ii)

Capital investment for enhancing product production capability in JapanThe Company aims to increase the manufacturing capability in Japan by apportioning
the raised funds to capital investments concerning liquefied carbon dioxide gas,labeled water for oxygen stable isotopes (Water-18O)(Note), and other industrial andmedical gases.
(Note) Labeled water for oxygen stable isotopes (Water-18O) is produced byenriching the oxygen stable isotopes with the mass number of 18, included in natural
oxygen at an extremely tiny amount, at a percentage of 98% or more. They are usedas the material of the diagnostic reagent for the positron emission tomography (PET),
which is effective at detecting early stage cancer and at prognosis monitoring.

(iii)

Strategic investment and financing in North America, Asia, and other countries orregions inside and outside JapanThe Company’s management policy is to “further strengthen our domestic operating
foundation” and “grow our promising overseas businesses.” It therefore believes thata strategic business alliance or capital alliance is a useful means to achieve this end.
Thus, the Company intends to apportion the raised funds to strategic investments for
expanding its business scale, such as, in Japan, by purchasing Pacific Medico Co., Ltd.
(the purchase price is not fixed), which is a medical device manufacturer in Japan, incontemplation of expanding the medical business; and in the North American and the
Asian region, by purchasing distributor companies or local gas manufacturers.

4.

Company’s Intention regarding Reasonableness of the Purpose of the Use of Funds

As stated in “3. (2) Specific Purpose of Use of Funds to be Raised; Time to Use Funds” above, theCompany intends to appropriate the funds raised through the Capital Increase by Third-Party
Allotment for capital investment for enhancing the industrial gas manufacturing capability, etc. insideand outside Japan, and strategic investment and financing in North America, Asia, and other countries
or regions inside or outside Japan, aiming to expand the business scale.
The Company believes that, by making its financial base stable, utilizing investment opportunities for
expanding businesses in Japan, North America, and Asia, and generating the business synergy with
MCHC through the Capital Increase by Third-Party Allotment, its corporate value and existing
shareholders’ profits will be increased. The Company thus considers that the purpose of use of thefunds raised through the Capital Increase by Third-Party Allotment is reasonable.
5.

Reasonableness regarding the Issuance Terms and the Disposition Terms(1)

Grounds for the calculation of the amount to be paid-in, and the specific details thereof
The Company has set the amount to be paid-in at 687 yen, based on the closing price of its
common stock at the Tokyo Stock Exchange, Inc. (the “TSE”) on the business day
immediately before the date on which the Capital Increase by Third-Party Allotment has been
resolved at the board of directors’ meeting, and after taking into account the simple average ofthe closing price for the one-month period immediately before the said resolution date, thesimple average of the closing price for the three-month period immediately before the said
resolution date, and the simple average of the closing price for the six-month period
immediately before the said resolution date.

-5The “Guidelines Concerning Handling of Allocation of New Shares to a Third Party” of theJapan Securities Dealers Association (the “JSDA”) (as of April 1, 2010) provide that, as a
general rule, when a member company intends to issue new shares through third-party
allotment, the amount to be paid-in shall be determined based on the price on the day
immediately before the day on which its board of directors has resolved the issuance of theshares (or, if no trade has taken place on that day, the price of the day nearest to the day before
that day). The Company has therefore set the amount to be paid-in upon the Capital Increaseby Third-Party Allotment based on the closing price of the business day immediately before
the day on which its board of directors’ has resolved the Capital Increase by Third-Party
Allotment.
The amount to be paid-in is set to be a 1.48% premium to the closing price (677 yen) of theCompany’s common stock on the TSE on the business day immediately before the abovementioned resolution date; a 4.89% premium to the simple average (655 yen) of the closing
price of the same for the one-month period immediately before the said resolution date; a0.43% discount to the simple average (690 yen) of the closing price of the same for the threemonth period immediately before the said resolution date; and a 0.44% premium to the simple
average (684 yen) of the closing price of the same for the six-month period immediately
before the said resolution date.
Since the above amount to be paid-in is in accordance with the “Guidelines Concerning
Handling of Allocation of New Shares to a Third Party” of the JSDA, the Company believes
that the amount is not specifically advantageous to MCHC.
Mr. Shotaro Yoshimura, who is an outside director, did not participate in the discussion andresolution of the board of directors’ meeting stated above, and in addition, he did notparticipate in the discussion and negotiation with the allottee as a member of the Company,
because he worked as representative director and deputy chief executive officer of MCHC
(allottee), therefore, he was judged to have a special interest.
(2)

Grounds for determining that the number of shares to be issued, number of shares to bedisposed of, and the extent of the dilution, are reasonable
The percentage of the number of shares issued and disposed of as a result of the Capital
Increase by Third-Party Allotment, to the total number of issued shares of the Company as ofMarch 31, 2013, (i.e., 403,092,837 shares) will be 11.19% (the percentage to the total numberof voting rights, specifically, 383,307 units, as of March 31, 2013, will be 11.76%), and thevalue per share of common stock of the Company will be diluted to a certain extent.
However, as stated in “2. Purpose and Reason of Offering and Disposition” above, the Capitaland Business Alliance and the Capital Increase by Third-Party Allotment lead to the further
strengthening of the Company’s domestic base and further expansion of overseas business.
The Company therefore believes that the said alliance and capital increase will contribute to
the improvement of its corporate value and, from a medium-and-long perspective, willcontribute to the increase of existing shareholders’ profits.
Accordingly, the Company has determined that the number of shares to be issued and theextent of the dilution in relation to the Capital Increase by Third-Party Allotment arereasonable.

-66.

Reason for Appointing the Intended Party to Whom Shares will be Allotted and Disposed of(1)

Outline of the intended party to whom shares will be allotted and disposed of

(1)
(2)
(3)

Corporate Name
Location
Title and Name of theRepresentative(4)
Details of Business
(5)
(6)
(7)
(8)
(9)
(10)

Stated Capital
Date of Incorporation
Number of Issued
SharesDate of Settlement of
the AccountNumber of Employees
Major Customers(11)
Major Transacting
Banks

(12)

(13)

Major Shareholders
and Shareholding
Percentage(As of March 31, 2013, unless specifically indicated)
Mitsubishi Chemical Holdings Corporation
1-1-1, Marunouchi, Chiyoda-ku, Tokyo
Yoshimitsu Kobayashi
President & Chief Executive Officer
Management and control of group companies (establishing strategies,
distributing resources, and other matters for or in relation to theentire group)
50,000 million yen
October 3, 2005
1,506,288,107 shares
March 31
55,131 (consolidated); 97 (non-consolidated)
Mitsubishi Chemical Corporation
Mitsubishi Tanabe Pharma Corporation
Mitsubishi Plastics, Inc.
Mitsubishi Rayon Co., Ltd.
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Mitsubishi UFJ Trust and Banking Corporation
Mizuho Corporate Bank, Ltd.
The Norinchukin Bank
The Master Trust Bank of Japan ,Ltd. (Trust Account)
Meiji Yasuda Life Insurance Company (Standing
Proxy), Trust & Custody Services Bank, Ltd.
Japan Trustee Services Bank, Ltd. (Trust Account)

4.69%
4.27%
4.07%

Takeda Pharmaceutical Company Limited

3.43%

Nippon Life Insurance Company

3.28%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2.72%

Tokio Marine & Nichido Fire Insurance Co., Ltd.
SSBT OD05 OMNIBUS ACCOUNT - TREATY
CLIENTS (Standing Proxy), The Hongkong andShanghai Banking Corporation Limited, Tokyo
BranchTAIYO LIFE INSURANCE COMPANY

2.26%

Japan Trustee Services Bank, Ltd. (Trust Account 4)

1.55%

2.05%
1.64%

Relationship between
the Parties
Capital Relationship
Personnel RelationshipTransactional
Relationship

The Company holds 10,477,182 shares (including those held
indirectly) of the stock of MCHC.
MCHC holds 60,947,870 shares (including those held indirectly) of
the stock of the Company.
One (1) officer of MCHC concurrently serves as the outside-directorof the Company.
There are no material transactional relationships between the
Company and MCHC to be noted. There are no material

-7-

(14)

transactional relationships to be specifically noted, between people
or companies affiliated with the Company, and those affiliated with
MCHC.
Application as a
The Company is an equity-method affiliate of MCHC, and falls
Related Party
under the category of a related party.
Operational Results and Financial Conditions for the Latest 3 Fiscal Years
Accounting Period

Net assets (consolidated)
Total assets (consolidated)
Net assets per share(consolidated; in yen)
Sales (consolidated)
Operating income(consolidated)
Ordinary income(consolidated)
Net income for the year
(consolidated)
Net income per share for the year
(consolidated; in yen)
Dividends per share (yen)March 2011

March 2012

March 2013

1,114,003
3,294,014

1,144,954
3,173,970

1,203,316
3,307,758

514.30522.77553.54

3,166,771

3,208,168

3,088,577

226,493

130,579

90,241

223,899

133,61487,054

83,58135,486

18,596

58.72

24.06

12.61

10
10
12
(in millions of yen, unless specifically indicated)

MCHC, the intended party to whom shares will be allotted and disposed of, is listed on theFirst Section of the TSE market. The Company has confirmed on TSE’s website MCHC’s
basic stance towards the elimination of anti-social forces (including the fact that MCHC
declared the elimination of the same in its corporate governance report submitted to the TSE),
and the progress of the activities towards the same, and has determined that MCHC andofficers and major shareholders of MCHC are not, and are not related to, any specified group,
etc.
(2)

Reason for appointing the intended party to whom shares will be allotted and disposed ofPlease see “2. Purpose and Reason of Offering and Disposition” above.

(3)

Policy of the holding by the intended party to whom shares will be allotted and disposed of
In executing the Agreement with MCHC, which has been executed today, the Company has
confirmed, orally, that MCHC intends to hold the stock of the Company long term.
Also, the Company and MCHC have agreed in the Agreement that if MCHC or its subsidiaries
intend to transfer or sell the Company’s share to a third party, to create a security interest in
the same, or to conduct any other acts in relation to the same, they shall discuss this with theCompany to reach an agreement in advance.
The Company intends to obtain a written pledge from MCHC to the effect that, in the eventthat MCHC transferred, within two (2) years from the due date of the payment, all or a part ofthe shares of the Company’s common stock it acquired, MCHC shall consent to the following:(i) it shall immediately report the name and address of the transferee, number of thetransferred shares, transfer date, transfer price, reason for the transfer, means of the transfer,and other matters to the Company in writing, (ii) the Company will submit a report to the TSE
based on the information reported by MCHC, and (iii) the details so reported by the Company
shall be provided for public inspection.

-8-

(4)

Details of confirmation regarding the existence of properties required for the payment by theintended party to whom shares will be allotted and disposed of
Based on MCHC’s securities report for the eighth (8th) fiscal year (filed on June 25, 2013)
and the first (1st) quarterly report for the ninth (9th) fiscal year (filed on August 9, 2013), theCompany has confirmed that MCHC has cash and deposits necessary and sufficient to makethe payment for the Capital Increase by Third-Party Allotment. The Company has notrecognized any concern regarding significant deterioration of the financial conditions of
MCHC since then, it has determined that no problem will arise in relation to the payment for
the Capital Increase by Third-Party Allotment.

7.

Major Shareholders and Shareholding Percentage after the Offering and the Disposition

Before Offering and Disposition (as of March 31,
2013)

After Offering and Disposition

Mitsubishi Chemical Corporation

15.12% Mitsubishi Chemical Corporation

JFE Steel Corporation

6.27%

Taiyo Nippon Sanso Corporation’sshareholding association

5.14% JFE Steel Corporation

Meiji Yasuda Life Insurance Company

3.97%

National Mutual Insurance Federationof Agricultural Cooperatives

3.77% Mizuho Bank, Ltd.

3.78%

Mizuho Corporate Bank, Ltd.

3.59% Meiji Yasuda Life Insurance Company

3.70%

The Master Trust Bank of Japan ,Ltd.
(Trust Account)
Japan Trustee Services Bank, Ltd．
(Trust Account)
The Norinchukin Bank

Mitsubishi Chemical Holdings
Corporation
Taiyo Nippon Sanso Corporation’sshareholding association

National Mutual Insurance Federationof Agricultural Cooperatives
The Master Trust Bank of Japan ,Ltd.
2.78%(Trust Account)
Japan Trustee Services Bank, Ltd．
2.48%
(Trust Account)
2.93%

14.07%
10.41%
5.83%
4.79%

3.51%
2.72%
2.59%

Dai-Ichi Life Insurance Company,
1.87% The Norinchukin Bank
2.31%
Limited*1
Treasury stock held by the Company is excluded from the above table of major shareholders.
*2
The above table is based on the shareholder registry as of March 31, 2013. In addition, theshareholding percentage after the offering reflects the changes as a result of the Capital
Increase by Third-Party Allotment, based on the shareholder registry as of March 31, 2013.
*3
Mizuho Corporate Bank, Ltd. merged with Mizuho Bank, Ltd. on July 1, 2013. As a result
thereof, its trade name has changed to Mizuho Bank, Ltd.
*4
In conjunction with the Capital Increase by Third-Party Allotment, MCHC intends to acquire
shares of Company from the Company’s existing shareholders through transactions via the
ToSTNeT market or through negotiated transactions outside the market (collectively,“Negotiated Transactions”). We recognize that if such share acquisitions actually takes place,the shareholding percentage of MCHC (the percentage to the total number of issued shares
after the Capital Increase by Third-Party Allotment, including those held indirectly) will beapproximately 27% at maximum.

-98.

Future Prospects

The Capital and Business Alliance and the Capital Increase by Third-Party Allotment are considered
to contribute to strengthening the Company’s business and financial characteristics. However, thespecific amount of the effect thereof is currently unknown.
If any matters that should be disclosed occur, the Company will promptly disclose the details thereof,
as soon as it becomes aware of them.
(Matters regarding procedures under the code of conduct of companies)
Since (i) the percentage of the dilution is less than 25%, and (ii) the controlling shareholder will notchange as a result of the Capital Increase by Third-Party Allotment, receipt of an opinion from an
independent third party and confirmation of the intent of the shareholders, as provided for in Article
432 of the Securities Listing Regulations stipulated by the TSE, are not required.
9.

Business Results for the Last 3 Fiscal Years and Equity Finance(1)

Business results for the last 3 fiscal years (consolidated)

Sales (consolidated)
Operating income(consolidated)
Ordinary income(consolidated)
Net income for the year
(consolidated)
Net income per share for the year
(consolidated; in yen)
Dividends per share (in yen)
Net assets per share (consolidated;in yen)FY ending in March2011
483,620

FY ending in March
2012
477,451

FY ending in March2013
468,387

35,46831,067

24,884

34,16729,73023,06012,736

21,200

31.86

53.33

△2,071

12.00

12.00

△5.25
12.00

481.71506.02525.38(in millions of yen, unless specifically indicated)(2)

Number of issued shares and potential shares as of this point in time (as of March 31, 2013)

Number of shares
Number of issued shares
403,092,837 share
Note: As of March 31, 2013, there are no potential shares.
(3)

Percentage to the issued shares
100%

Recent share price(i)

Share price for the last 3 fiscal years

Opening priceHighest price
Lowest price
Closing price

FY ending in March2011
907 yen
910 yen
546 yen
693 yen

FY ending in March2012
700 yen702 yen
506 yen
584 yen

FY ending in March2013
589 yen
713 yen362 yen
638 yen- 10 (ii)

Share price for the last 6 fiscal years

Opening priceHighest price
Lowest price
Closing price
(iii)

March
647 yen
713 yen
633 yen
638 yenMay
638 yen
844 yen
632 yen
716 yenJune
700 yen709 yen
617 yen
685 yenJuly
687 yen
777 yen
673 yen692 yenShare price on the business day before the day on which the issuance has been
resolved
Opening priceHighest price
Lowest price
Closing price

(4)

April
628 yen
668 yen578 yen
646 yen

September 25, 2013679 yen
679 yen
670 yen
677 yenEquity finance for the last 3 fiscal years
Not applicable.

10.

Terms of the Issuance(1)

Type and number of shares
30,000,000 shares of the Company’s common stock(2)

Amount to be paid-in
687 yen per share(3)

Total amount to be paid-in
20,610,000,000 yen(4)

Total amount of the stated capital and capital reserve to be increased
Stated capital: 10,305,000,000 yen
Capital reserve: 10,305,000,000 yen(5)

Due Date for subscription
October 15, 2013(6)

Due date for payment
October 15, 2013(7)

Allottee and the number of shares to be allotted
The Company will allot 30,000,000 shares to MCHC by way of third-party allotment.

August
708 yen
748 yen
634 yen
645 yen- 11 (8)Other
Each of the above items shall be subject to the effectiveness of the notification under the
Financial Instruments and Exchange Act, and to the obtaining of licenses, permissions, orapprovals from the relevant authorities with regard to the implementation of the Capital
Increase by Third-Party Allotment.

11.

Terms of the Disposition(1)

Type and number of shares
15,096,000 shares of the Company’s common stock(2)

Amount to be disposed of
687 yen per share(3)

Total amount to be disposed of
10,370,952,000 yen(4)

The party to whom shares will be disposed of, and the number of shares to be disposed of
The Company will allot 15,096,000 shares to MCHC by way of third-party allotment.

(5)Date of disposition
October 15, 2013

(6)

OthersEach of the above items shall be subject to the effectiveness of the notification under the
Financial Instruments and Exchange Act, and to the obtaining of licenses, permissions, orapprovals from the relevant authorities with regard to the implementation of the Capital
Increase by Third-Party Allotment.

II.

Change of the Company’s Principal Shareholder

1.

Background based on which the Company expects the Change

The Company’s principal shareholder is expected to change as of October 15, 2013, as a result of theCapital Increase by Third-Party Allotment being effective, upon the Capital and Business Alliancestated above.
2.

Outline of the Shareholder subject to the Change

Name: Mitsubishi Chemical Holdings Corporation
The outline of the above company is as stated in “I. Issuance of New Shares and Disposition ofTreasury Shares by Way of Third-Party Allotment; 6. Reason for Appointing Intended Party to Whom
Shares will be Allotted and Disposed of; (1) Outline of the intended party to whom shares will beallotted and disposed of” above.

- 12 3.

Number of Voting Rights of the Shareholder and the Percentage to the Total Number of
Voting Rights Before and After the Change

MCHC
Attribution
Beforethe
ChangeAfter theChangeOther
affiliatedcompany
Otheraffiliatedcompany

Number of Voting Rights/Number of Shares Held
(Percentage to the Total Voting Rights)
Number of Voting Number of Voting Total Number ofRights / Shares
Rights / Shares to
Voting Rights /Held Directly
be Added
Shares60,947 units /60,947 units /60,947,870 shares 60,947,870 shares(- %)(15.90%)(15.90%)45,096 units /60,947 units /106,043 units /45,096,000 shares 60,947,870 shares 106,043,870 shares(10.53%)(14.23%)(24.75%)

Rankingamong
Majorshareholders
Secondranking*

MCHC is the wholly owning parent company of Mitsubishi Chemical Corporation. Figures
for the “Number of Voting Rights / Shares to be Added” include those that MCHC holds
indirectly through Mitsubishi Chemical Corporation, the figures for the “Total Number of
Voting Rights / Shares” indicate the total of those held directly by MCHC and those held
indirectly through Mitsubishi Chemical Corporation. In addition, the “Ranking among Major
Shareholders” indicates the ranking based on the number of shares/voting rights directly heldby MCHC.

*

In conjunction with the Capital Increase by Third-Party Allotment, MCHC intends to acquire
shares from the Company’s existing shareholders through the Negotiated Transactions. If
such share acquisition actually takes place, the percentage to the total number of voting rights(the percentage to the total number of voting rights after the Capital Increase by Third-Party
Allotment, including those held indirectly) will be approximately 27% at maximum.

*

Number of shares with no voting rights, subtracted from the total number of issued shares
Before the change: 19,785,837 shares
After the change: 4,689,837 shares
Total number of issued shares as of March 31, 2013: 403,092,837 shares

4.

Future Prospects

Please see “I. Issuance of New Shares and Disposition of Treasury Shares by Way of Third-Party
Allotment; 8. Future Prospects” above.
End.