[Translation]

November 6, 2014
To whom it may concern,
Company name:Taiyo Nippon Sanso Corporation

Name of representative: Yujiro Ichihara,
President and CEO(TSE Code: 4091, First Section of the TSE)
Contact person:

Masayuki Kuniya, GeneralManager,
Corporate Communications
TEL. 03-5788-8015

Notice Regarding Results of Tender Offer for the Company Sharesby Mitsubishi Chemical Holdings Corporation and Changes in the Parent Company,
Other Affiliated Company and Principal and Largest Shareholder
Taiyo Nippon Sanso Corporation (the “Company”) today announced that a tender offer (the “Tender Offer”)
for the common shares of the Company, which had been implemented by Mitsubishi Chemical Holdings
Corporation (the “Tender Offeror”) from September 30, 2014, ended on November 5, 2014, with details asfollows.
Furthermore, as a result of the Tender Offer, the Company now expects changes in the Company’s
Parent Company, other affiliated company and principal and largest shareholder to take effect on November12, 2014.
1.

Results of the Tender Offer
The Company today received a report on the results of the Tender Offer as outlined in the attachment
entitled “Announcement of Results of Tender Offer for Shares of Taiyo Nippon Sanso Corporation(TSE Code: 4091) and Change in Subsidiary.”

2.

Changes in the Parent Company, Other Affiliated Company, and Principal and Largest Shareholder(1) Expected Date of the Change
November 12, 2014 (settlement commencement date for the Tender Offer)(2) Background to the Change
The Tender Offeror announced on September 29, 2014 that it would commence the Tender Offer. At ameeting of the Company’s board of directors held on the same day, the Company passed resolutions toissue an opinion in support of the Tender Offer, to take a neutral position on whether to recommendthat the shareholders of the Company accept the Tender Offer, and to defer to each shareholder the1decision as to whether to accept the Tender Offer. The Company’s position in these respects wasannounced publicly.
The Company today received a report on the results of the Tender Offer, stating that the Tender
Offeror is to purchase 102,198,896 common shares of the Company.
Consequently, the ratio of voting rights represented by shares owned by the Tender Offeror will
exceed 50% of voting rights owned by all shareholders as of November 12, 2014 (the settlement
commencement date of the Tender Offer), if the Tender Offer is settled. The Tender Offeror, which isan other affiliated company and a principal shareholder of the Company, will become the Company’s
new parent company and principal and largest shareholder.
In conjunction with this, Mitsubishi Chemical Corporation, which is currently an other affiliatedcompany and the largest shareholder of the Company, will no longer be the principal and largest shareholder
as of November 12, 2014.
3.

Outline of the Change in Shareholder(1) Outline of the Shareholder to Become the New Parent Company and the Principal and Largest Shareholder(As of March 31, 2014)

1) Corporate Name

Mitsubishi Chemical Holdings Corporation

2) Location

1-1-1, Marunouchi, Chiyoda-ku, Tokyo3) Title and Name of the Representative

Yoshimitsu Kobayashi
President & Chief Executive Officer4) Details of Business

Management and control of group companies (establishing strategies, distributing
resources, and other matters for or in relation to the entire group)5) Stated Capital

50,000 million yen

6) Date of Incorporation

October 3, 2005

7) Net assets (consolidated)

1,314,870 million yen8) Total assets (consolidated)

3,479,359 million yen9) Major Shareholders and

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

4.73%

Meiji Yasuda Life Insurance Company (Standing Proxy), Trust &4.27%

Shareholding Percentages

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

4.18%

Nippon Life Insurance Company

3.05%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2.72%

Takeda Pharmaceutical Company Limited

2.54%

Tokio Marine & Nichido Fire Insurance Co., Ltd.

1.98%

TAIYO LIFE INSURANCE COMPANY

1.64%

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

1.54%

Mizuho Bank, Ltd. (Standing Proxy), Trust & Custody Services Bank, Ltd.

1.17%210) Relationship between Listed Companyand Tender Offeror

CapitalThe Tender Offeror holds 116,797,870 shares (including thoseRelationshipheld indirectly) of the stock of the Company.
The Company holds 10,118,148 shares (including those heldindirectly) of the stock of the Tender Offeror.

Personnel

Not applicable.

Relationship
Business

There are no material transactional relationships to beRelationshipspecifically noted, between people or companies affiliatedwith the Company, and those affiliated with the TenderOfferor. There are no material transactional relationships
between the Company and the Tender Offeror to be noted.

Status ofThe Company is an equity method affiliate of the Tender

Applicability of theOfferor, and falls under the category of a related party.

Related Parties(2) Outline of the Shareholder That Will No Longer Be the Principal and Largest Shareholder
1) Corporate Name

Mitsubishi Chemical Corporation

2) Location

1-1-1, Marunouchi, Chiyoda-ku, Tokyo3) Title and Name of the Representative

Hiroaki Ishizuka
President & Chief Executive Officer4) Details of Business

Manufacturing and sale of chemicals products5) Stated Capital

50,000 million yen4.

Number of Voting Rights Owned and Ratio of Voting Rights Owned by Relevant Shareholders Before
and After the Change(1) Tender Offeror
Number of voting rights and number of shares owned (ratio ofMajor

voting rights)

sharehold

Relationship

BeforeOther affiliated company andchange

principal shareholder

After change

Parent company and principal
and largest shareholder

Direct ownership

Indirect ownership

Total

55,850 units /60,947 units /116,797 units /55,850,000 shares

60,947,870 shares

116,797,870 shares(12.90%)(14.07%)(26.97%)

158,048 units /60,947 units /218,996 units /158,048,896 shares

60,947,870 shares

218,996,766 shares(36.50%)(14.07%)(50.57%)3

er ranking

2nd

1st

(2) Mitsubishi Chemical Corporation
Number of voting rights and number of shares owned (ratio ofMajor

voting rights owned)

sharehold

RelationshipDirect ownership
BeforeIndirect ownership

Total

Other affiliated company and60,947 units /principal and largest

60,947,870 sharesshareholder(14.07%)(14.07%)60,947 units /60,947 units /changeAfter theOther affiliated company andchange

principal shareholder

60,947,870 shares(14.07%)er ranking

60,947 units /——60,947,870 shares

60,947,870 shares

1st2nd(14.07%)(Note 1) The Tender Offeror is the wholly owning parent company of Mitsubishi Chemical Corporation.
Under (1) above, the indirect ownership column indicates the indirect ownership ratio of theTender Offeror through Mitsubishi Chemical Corporation, while the total column indicates thesum of the direct ownership ratio of the Tender Offeror and the indirect ownership ratio throughMitsubishi Chemical Corporation. The major shareholder rankings under (1) and (2) above bothrepresent ranking based on direct ownership.
(Note 2)In this Tender Offer, shares constituting less than a whole unit and cross-held shares were also
subject to purchase through the Tender Offer. The “Ratio of voting rights owned” is calculated
by setting the denominator as the number of voting rights (433,048 units) calculated by adding
the number of voting rights corresponding to the shares constituting less than a whole unit andcross-held shares (4,495 units being the number of voting rights corresponding to the 4,495,822
shares which was calculated by adding 853,000 cross-held shares as of June 30, 2014
(excluding 259 shares constituting less than a whole unit) to the number calculated by deducting
15 treasury shares constituting less than a whole unit as of June 30, 2014 from 3,642,837 sharesconstituting less than a whole unit as of June 30, 2014 described in the Company’s Business
Period First Quarterly Report) to the total number of voting rights of shareholders and otherparties of the Company as of June 30, 2014 (428,553 units, described on the assumption that 1unit is 1,000 shares) described in the Company’s Business Period First Quarterly Report.

(Note 3)The “Ratio of voting rights owned” before and after the change is rounded to the nearest
hundredth of a percent.

5. Future Outlook
The Company will become a consolidated subsidiary of the Tender Offeror after the completion of theTender Offer. However, it is expected that the shares of the Company would continue being listed on
the First Section of the TSE even after the Tender Offer, as described in the “Notice of Expression ofOpinion regarding Tender Offer for the Company Shares by Mitsubishi Chemical Holdings
4Corporation” that was released by the Company on September 29, 2014.
In addition, the Company will make an announcement on a timely basis if it becomes clear that
this change will have a significant impact on our business performance.
END

Attachment
Announcement of Results of Tender Offer for Shares of Taiyo Nippon Sanso Corporation (TSE Code:4091) and Change in Subsidiary (http://www.mitsubishichem-hd.co.jp/english/ir/pdf/20141106-1.pdf)

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