<Not for distribution in or into the United States>

The English translation is provided for information purposes only. If any discrepancy arises between thistranslation and the Japanese original, the Japanese original shall prevail. This press release may not be
published, distributed, or diffused in the United States of America. This press release is not an extension into
the United States or the offer mentioned herein. Please see the important notice at the end of this press
release.

[Translation]
September 13, 2012

To Bondholders:
Covalent Materials Corporation

Re: Holding of Bondholders Meeting concerning Amendment to the Terms andConditions (Extension of Maturity Date, Increase in Interest Rate, Increase in
Redemption Amount, etc.) and Offer to Purchase of the 1st Series Unsecured Bonds

On September 4, 2012, Covalent Materials Corporation (the “Company”) announced that theCompany has cancelled the convocation of the bondholders meeting of the 1st Series Unsecured
Bonds (with inter-bond pari passu clause) (ISIN code: JP330135A829) (the “Bonds”) which was
originally scheduled to be held on September 12, 2012, as noticed in the “Convocation Notice for
Bondholders Meeting of Covalent Materials Corporation 1st Series Unsecured Bonds (withInter-Bond Pari Passu Clause)”, dated July 31, 2012, on the grounds that, among others, theCompany has received comments from the bondholders that the original schedule did not allow
them sufficient time for consideration on the agendum for the bondholders meeting, and that thebondholders meeting, after being reexamined, would be rescheduled to October 5, 2012.

The

Company hereby announces that, its board of directors resolved today to officially determine holdthe bondholder meeting.
The Company also announced in the “Offer to Purchase the 1st Series Unsecured Bonds”, dated
August 21, 2012, that, in order to make the offer to purchase the Bonds (the “Purchase Offer”), theprocedures of offer to purchase the Bonds from all bondholders would be commenced, subject to,1

<Not for distribution in or into the United States>

among other things, the approval at the bondholders meeting of the Bond, and after the court’s
approval of such bondholders’ resolution.

The Company hereby also announces that, its board of

directors resolved today to amend the conditions of the Purchase Offer.
1. Background and Reasons for the Amendment to the Terms and Conditions
The Company has completed a business transfer of its silicon wafer business, and is currently
concentrating its corporate resources on the highly competitive ceramics business, and focusing on
establishing corporate structures that ensure profitability and lead to continuous growth as a
specialized ceramics manufacturer.

However, as at the end of March 2012, the Company did not

hold sufficient funds to cover the redemption amount of 53.3 billion yen of the outstanding Bonds
by the redemption date of February 18, 2013.

Therefore, there was a situation that could lead to

doubts in the Company’s status as a going concern at the end of the latest fiscal year.
situation has not changed to this day.

This

In order to overcome this situation, the Company has

implemented structural reforms, led by the radical review of unprofitable businesses, special
invitations for early retirement, a reduction of fixed charges, and seeking to enhance theCompany’s profitability and stabilize its cash management including funding.

However, theCompany is facing difficulty in funding the redemption amounts of all of the outstanding Bonds by
the redemption date in February 2013.

The financial condition of the Company must be promptly

stabilized and material doubts in the Company’s status as a going concern need to be dispelled, inorder for the Company to continue business.

For this purpose, the Company has examinedvarious options including partial extension of maturity date of the Bonds.

Based on these

examinations, the Company, with the intention to provide the bondholders who desire to recover
their investment at an early date with an opportunity to sell the Bonds, made a decision to make anoffer to purchase the Bonds at a discount price of 76 million yen per 100 million yen principle
amount of the Bond, up to approximately 21.3 billion yen, the excess cash flow amount after
deduction of the required working capital, on or before the end of December 2012, on thecondition, among other things, that the agendum is approved at the bondholder meeting and thatthe court’s approval is obtained.

In addition to the above, the Company determined to propose to

make a partial redemption of the Bonds on February 18, 2013 in the amount obtained by deducting
the aggregate amount of the purchase price for the Bond to be acquired through the Purchase Offerfrom (i) 21.3 billion yen or (ii) the aggregate amount of cash deposit and liquidity securities as at
the end of December 2012 (excluding the amount already paid for the Purchase Offer) minus 3billion yen, whichever is higher, and extension of the maturity date for the remaining amount by 4
years.

Simultaneously, in order to obtain the bondholders understanding for the extension of the2

<Not for distribution in or into the United States>

maturity date, the Company determined to propose amendments to the conditions of the Bonds,
including increase in the annual interest rate of the Bond effective on and after February 19, 2013
from 2.87% to 4.25% and semi-annual increase of the redemption amount at an annual rate of
2.5%.
2. Outline of Amendment to the Terms and Conditions
Maturity Date:

As described above, the Bonds will be partially redeemed on February 18,
2013, and the maturity date for the remaining amount will be extended by 4
years.

Early Redemption:

The Company may redeem, before maturity, all or part of the Bonds on any
interest payment date by giving prior public notice.

When the Bonds are

redeemed partially, each Bond shall be redeemed partially on pro-rata basis.
Interest Rate:

The interest rate will be raised to 4.25% per annum starting on February 19,
2013 from current 2.87% per annum

Redemption Amount: The redemption amount will increase semi-annually at the rate of 2.5% perannum
For details, see 3.(4) below.
3. Holding of Bondholders Meeting concerning the Bonds
Amendment to the terms and conditions of the Bond will be determined through consultation at
the bondholders meeting scheduled as stated below. The validity of the resolution of thisbondholders meeting is subject to the approval of the Court.
(1) Date and time of the Bondholders Meeting
October 5, 2012 (Friday) at 2:00 PM (Tokyo time)(2) Venue for the Bondholders Meeting“Basho” room, U-Port 6th floor
4-13, Nishi-Gotanda 8-chome, Shinagawa-ku, Tokyo(3) Purpose of the Bondholders Meeting
Partial amendment to the Terms and Conditions of the Bonds(4) Substance of the Proposal
3

<Not for distribution in or into the United States>

The Terms and Conditions of the Bonds shall be amended as follows:(The underlined parts indicate the portions to be amended)

Current

Amended

4. Interest Rate

4. Interest Rate

2.87% per annum

2.87% per annum on or before February 18,
2013, and 4.25% per annum on or after
February 19, 2013
6. Redemption Price

6. Redemption Price

JPY 100 per face value of JPY 100 of Each The redemption price shall be as provided in
Bond

Condition 8.

8. Methods and Date of Redemption

8. Methods and Date of Redemption(1) The Company shall redeem all(1) The Company shall redeem part of theprincipal amount of the Bonds onprincipal amount of the Bonds, in the

February 18, 2013 (the “Maturity

aggregate amount to the nearest but

Date”).

not exceeding the amount whichever(2) If the date on which the Bonds shallis higher obtained by either of (i)be redeemed falls on a bank holiday,

deducting (x) the aggregate amountthe Bonds shall be redeemed on thepaid or to be paid for the Bonds

businessagreed to be purchased by thedayprecedingsuch

Redemption Date.
(3)

Company during the period fromThe Bonds may be purchased andOctober 15, 2012 to December 31,

cancelled at any time on or after the2012 in accordance with the purchasedate following the Payment Date,offer for all holders of the Bonds (theunless otherwise provided by the“Bondholders”) at the purchase priceBook-Entry Institution set forth inof JPY 76 per face value of JPY 100

Condition 20.

of Each Bond with the maximum
purchaseamountof

JPY

28,000,000,000 in the face value
from (y) JPY 21,300,000,000, or (ii)deducting (x) JPY 3,000,000,000 and
4

<Not for distribution in or into the United States>

the aggregate purchase price of theBonds through the purchase offer as
set forth above (excluding the amountalready paid) from (y) the aggregate
amount of the cash and deposit andliquidity securities as shown on the
consolidated balance sheet of theCompany as of December 31, 2012, at
JPY 100 per face value of JPY 100 of
Each Bond.

The redemption amountper Each Bond shall be the maximum
JPY 1,000,000 or an integral multiple
thereof as calculated by the above
formula.

The Company shall make apublic notice of the redemption
amount per Each Bond by January 31,
2013.
(2) With regard to the remaining principal
amount of the Bonds, the total amountshall be redeemed at JPY 110 per
remaining principal amount of JPY
100 of Each Bond on February 18,
2017.

However, with regard to theearly redemption and the redemption
at the option of the Bondholders, theamount to be redeemed shall be asprovided in this Condition, Item (3)and Item (4).
(3) The Company may redeem, before
maturity, all or part of the principal
amount

of

the

then

outstanding

Bonds, along with the payment of
accrued interest up to the relevant
redemption date at the price per face5

<Not for distribution in or into the United States>

value of JPY 100 of Each Bond set
forth in Item (5) below on any interest
payment

date

commencing

on

February 18, 2013 by making a three
weeks prior public notice.
(4) Redemption at the option of theBondholders(a) If (i) the aggregate number of voting
rights registered on the Company’s
shareholders’ register of Carlyle
Japan Partners II, L.P., Carlyle Japan
International Partners II, L.P., CJP
Co-Investment

II

A,

L.P.,

CJP

Co-Investment II B, L.P., Unison
Capital Partners II, (F), L.P., Unison
Capital Partners II, L.P., UC Mask
Investors 2 (F) L.P., UC Mask
Investors

L.P.

and

UC

Mask

Investors

(F),

L.P.

falls

below

two-thirds of the aggregate numberof voting rights of all shareholders of
the Company, or (ii) the Company
sells or transfers all or substantiallyall of assets or business or suspends
all or substantially all of its business(except in connection with or inpursuanceofamerger,consolidation, amalgamation or othercorporate or group reorganizationand the surviving corporation, thecontinuing

corporation

corporation

formedeffectively

assumesorthetherebytheentireobligations of the Company under6

<Not for distribution in or into the United States>

theBonds)(collectively,the“Change of Control Event”), thebondholders

may,

at

any

time

thereafter, request the Company to
repay

the

Bonds

at

any

time

In

this

case,

the

thereafter.

Company shall redeem all of theBonds requested for redemption at
the price per face value of JPY 100
of Each Bond set forth in Item (5)below within 30 days after theeffective date of such request.
(b) The Company shall make a public
notice of the occurrence of the
Change of Control Event and othermatterstheCompany

deems

necessaryinaccordancewith

Condition 15 and notify the same to
the Paying Agent set forth inCondition 13 promptly after theoccurrence of the Change of Control
Event.
(c) A Bondholder who intends to request
redemption shall notify its request
for redemption to the Company inaccordance

with

the

reasonable

procedure set forth by the Company.
(d) The request for redemption of theBonds shall become effective when
thenoticeofmatters

required

therefor reaches the Company.
(5) The redemption amount when the
Company redeems the Bonds pursuant
to Items (3) and (4) shall be the7<Not for distribution in or into the United States>

following amount per face value of
JPY 100 of Each Bond:(i) JPY 101.25 during the period fromFebruary 19, 2013 to August 18,
2013(ii) JPY 102.50 during the period from
August 19, 2013 to February 18,
2014(iii) JPY 103.75 during the period fromFebruary 19, 2014 to August 18,
2014(iv) JPY 105 during the period from
August 19, 2014 to February 18,
2015(v) JPY 106.25 during the period fromFebruary 19, 2015 to August 18,
2015(vi) JPY 107.50 during the period from
August 19, 2015 to February 18,
2016(vii) JPY 108.75 during the period fromFebruary 19, 2016 to August 18,
2016(ix) JPY 110 during the period from
August 19, 2016 to February 18,
2017(6) When

the

Bonds

are

redeemedpartially pursuant to Item (1) or (3),
Each

Bond

shall

be

redeemedpartially on pro-rata basis.
(7) If the date on which the Bonds shallbe redeemed (including the date on
which the Bonds are redeemed before
maturity in accordance with Item (3)8<Not for distribution in or into the United States>

above, the “Redemption Date”) falls
on a bank holiday, the Bonds shall be
redeemedonthebusinessday

preceding such Redemption Date.
(8) The Bonds may be purchased andcancelled at any time on or after thedate following the Payment Date,unless otherwise provided by theBook-Entry Institution set forth inCondition 20.
11.

11．Financial Covenants(1)

Financial Covenants(1) Negative Pledge Provisions

Negative Pledge Provisions
In case the Company create any

So long as any of the Bonds remains

security interest on the unsecured

outstanding, the Company shall not,bonds issued or to be issued by theand shall procure that no subsidiary ofCompany in Japan other than the

the Company will, create any security

Bonds, the Company must accord

interest other than the Permitted Liensor procure to accord the Bonds theuponsame security as is grantedin

subsidiary’s assets, present or future,

respect of such bonds in accordance

to secure any debt or debts (as definedwith the Act on Trust for Secured

below) without in any such case at theBonds, unless such bonds carries asame time according or procuring toprovision as toalteration into

be accorded to the Bonds the same

secured bonds as defined in item

security as is granted to in respect of(2) below.

such debt or debts, provided however(2) Other provisions

that the Company may create security

theCompany’s

or

such

The Bonds do not have any

interest for the borrowing for theprovision as to alteration into

purpose of procurement of funds forsecured bonds and other financial

the full redemption of the Bonds.

In

covenants.

addition,its

The provision as totheCompany

alteration into secured bonds means

subsidiaries

a provision setting forth that theinterest upon any of the properties orCompany

assetsshallcreatesecurity

of

may
the

createorCompany

securityor

its
9<Not for distribution in or into the United States>interest on the bonds or may create

subsidiaries to secure any debt or

security interest on the bonds at any

debts in an aggregate amount at any

time for the purpose to waive thetime outstanding not greater than JPY

acceleration

3,000,000,000.

triggering

due
event

to

certainregardingthefinancial indices of the Company,

Permitted liens are;a.

security

interestfortheincluding the covenants to maintainpurpose of borrowing fromcertain level of net assets or that theJapan Bank For International

Company.

Cooperation(against

exported goods) and suchprovision of security interestisrequired

by

laws

or

interestfortheregulationsb.

securityborrowing for the acquisitionof property and upon suchpropertyc.

security interest existing on
property at the time of its
acquisition(including

throughmerger,share

exchange,sharetransfer,

corporate

split

corporate

or

other

reorganization

proceedings)
d.

security interest on propertyof any subsidiary of theCompany existing at the time
when such subsidiary becamea subsidiary of the Company

e.

security interest existing as of
September 13, 2012 (the debt
securedbysuchsecurity

interest is hereinafter referred
10

<Not for distribution in or into the United States>

to as the “Existing Secured
Debt”)
f.

security

interestonborrowings as renewal or
refinancing of the Existing
Secured Debt or Permitted
Liens, including replacementof assets for lieng.

security interest for the sellersof raw materials and othersecurity interest necessary fortheordinary

courseofbusiness
In this Item (1), Condition 11, the“debt or debts” means bonds, loan orother indebtedness.
(2) Sinking Fund(i) 75% of Excess Cash Flow (as defined
below) for 6 months ending on theend of each annual or semi-annual
fiscal period starting with the period
ending September 30, 2013 (if theamount obtained by deducting 75%
of Excess Cash Flow from Cash andDeposit on consolidated basis on the
end

of

such

fiscalperiodorsemi-annual fiscal period is less thanJPY

3,000,000,000,

obtainedbythedeductingamountJPY

3,000,000,000 from such Cash andDeposit, and if Cash and Deposit is
not more than JPY 3,000,000,000,zero) and (ii) 90% of net proceeds(the amount obtained by deducting
11

<Not for distribution in or into the United States>

the amount repaid for the debt
secured by the relevant assets andreasonable fees and costs from sales
price) from any asset sales (otherthan those assets subject to any
Permitted Liens, sale of assets during
the ordinary course of business of
the Company, or the sales the net
proceeds of which is less than¥100,000,000) will sweep into the
Sinking Fund for the benefit of theholders or creditors of the Bonds andExisting Secured Debt within 7
business days after the date of theannouncementoffinancialinformation for the period ending
such dates (in the case of (i)) or
actual receipt of such proceeds (inthe case of (ii)), as the case may be.
All money swept into the Sinking
Fund will be set aside and kept in abankaccount

ofthe Company

separately opened for the purpose
therefor, and shall be maintainedwith a financial institution withwhich the Company does not havecredit facilities, except that, while
the Existing Secured Debt remains
outstanding, the bank account for the
Sinking Fund may be maintainedwith the creditor of the Existing
Secured Debt.

The Company shallnot use such money swept into the
Sinking Fund for any purpose other12

<Not for distribution in or into the United States>

than redemption or repayment of theBonds or the Existing Secured Debt.
The deposit may be pledged in favorof the creditor of the Existing
Secured Debt, while the Existing
Secured Debt remains outstanding an
only in the amount of the Existing
Secured Debt.
In this Item (2), Condition 11,“Excess Cash Flow” means theamountobtainedbydeductingPurchases of Tangible and Intangible
Fixed Assets, Cash Interest Expense,
mandatory principal repayments on
secured indebtedness, Cash Taxes,
Changesin

Trade

Receivables,

Changes in Inventory Assets andChangesin

Account

Payables(increase or decrease in Trade
Receivables and Inventory Assets
shall

be

respectively,

deductedoradded,

anddecreaseorincrease in Account Payables shallbe deducted or added, respectively)from the total amount of Operating
Income,Depreciation

andAmortization based on annual orsemiannual consolidated financial
statements of the Company (if theobtained amount is less than zero,
the amount shall be zero).
(3) Restricted payments
So long as any of the Bonds remains
outstanding, the Company shall not
13

<Not for distribution in or into the United States>

pay the principal nor interest of any
debt subordinated to the Bonds,
acquireany(including

preferredacquisition

sharesbytheCompany of the shares pursuant to
the exercise of the rights to request
the Company to acquire shares) or
distributedividends

toits

shareholders.
(4) Restriction on indebtedness
So long as any of the Bonds remains
outstanding, the Company shall notincur any debt (bonds and any
indebtedness for borrowed money)
other than those related to Permitted
Liens
14 ． Covenants in respect of Event of 14． Covenants in respect of Event of
Default

Default(2) The Company defaults in the(2) TheCompany

defaults

intheperformance or observance of theperformance or observance of theprovisions of Condition 11, item

provisions of Condition 11, and such

(1).

default is not remedied within 30
days;

（New）

22. Regular Reports to the Bondholders(1) Thecompany

shall

publishthesemi-annual financial statements byposting to the Company’s website nolater than 45 days after the close ofeach half fiscal year.
(2) The Company shall announce theannual financial statements by posting
to the Company’s website no later
14

<Not for distribution in or into the United States>

than 60 days after the close of eachfiscal year.
(3) The Company shall hold annual andsemi-annual earnings conference assoon as practicable, but in no event nolater than 10 days after the posting offinancialstatements

Company’s website.
calls

on

the

Conference

willincludeanearnings

presentation

given

by

relevant

Company management and question
time thereafter for the Bondholders.
The Company shall make reasonable
effort to make it possible for the
Bondholders to participate in theconference

through

telephone

conference system.

4．Outline of Purchase Offer(1) Purchase Price
The Company will purchase at ¥76 million per ¥100 million of face value of each Bond in cash.
Of ¥76 million, ¥62 million will be paid promptly after the expiration of the Offer Period and ¥14
million will be paid in February 2013.
(2) Maximum amount of Bonds to be Purchased¥28.0 billion (approximately 52.5% of the total amount of outstanding balance of the Bonds; themaximum purchase price is ¥21,280 million)
The Company will not purchase all or part of the amount exceeding the maximum amount.

The

Company will purchase and make a settlement, including delivery of the Bonds, for the Purchase
Offer in accordance with a pro rata calculation as set forth in Article 32 of Cabinet Office
Ordinance for the Disclosure on Tender Offer by Entities other than the Issuer of Shares.
15

<Not for distribution in or into the United States>(3) Scheduled Date for Procedures relating to the Purchase Offer
The commencement of the procedures for the Purchase Offer will be conditioned upon theagendum for the amendments to the terms and conditions of the Bonds being resolved at theBondholders Meeting and approved by the court, and other conditions are satisfied.
The Company intends to retain a securities broker-dealer, a participant in JASDEC, or Japan
Securities Depository Center, for the administrative services pertaining to the purchase of theBonds as the Bonds are in book-entry form.
Bondholders who will accept the Purchase Offer are required to open an account at theabove-mentioned securities broker-dealer (however, if a bondholder has already opened such an
account thereat, the bondholder need not open an additional account).
In opening such an account, a bondholder is required to complete certain procedures, including,but not limited to identity verification in accordance with the laws and regulations of Japan.
Since a certain amount of time is required to open an account, a bondholder intending to accept thePurchase Offer is required to conduct account opening procedures well in advance so as to ensurethat the opening of the account is completed during the offer period.

Please note that if abondholder fails to open the account in a timely manner, there is a likelihood that such bondholder
will be unable to accept the Purchase Offer.
The Company intends to promptly inform the bondholders of the commencement date and end
date (scheduled to be the date on or prior to the end of November 30, 2012) of the offer period
relating to the Purchase Offer, the settlement date for purchase, and the details of the procedures of
the Purchase Offer after the court approval above.
5．Schedule for procedures regarding the Bondholders Meeting is as below.
Procedure

Issuance procedure of Certification
under Article 86

Schedule
Please take theprocedures in orderto present
Certification under
Article 86 by thepresentation
deadline set forth
below.

Presentation of Certification under
Article 86~September 27th

Diverse exercise of voting rights~October 1st

Remarks
Please take the procedures in accordance with
(1) below.

Please take the procedures in accordance with
(2) below. The Company will send the newformat of the Request for Issuance of Receipt.
Please submit the document titled “Diverse
Exercise of Voting Rights (Notice)” The
Company will send the new format of thenotice. Please contact the company in order to16

<Not for distribution in or into the United States>

Exercise of voting rights in writing(send voting form to convener)

Attendance to the bondholders
meeting and exercise of voting
rights~October 4th

October 5th

provide a reason for the diverse exercise of
voting rights in advance, in accordance with
(3) below.
Please take the procedures in accordance with
(4)(A) below. The Company will send the
new format of the voting form. Please notethat when exercising the voting rights,
Certification under Article 86 needs to besubmitted.
Please take the procedures in accordance with
(4)(B) below. The Company will send the newformat of the voting form.

The Company is currently in ongoing negotiations with financial institutions while implementing
various measures in order to establish financial stability, increased profitability and continuous
growth. The Company would like to express its most sincere apologies again for the inconvenience
it has caused its bondholders, and is increasingly committed to drastic revitalization. Lastly, theCompany greatly appreciates the continued support it has received from its Bondholders.
＊ For inquiries regarding the bondholders meeting:Accounting & Finance, Finance Group,
Covalent Materials Corporation
For English communication, please contact us at the E-mail address below.
(E-mail: IR-contact@covalent.co.jp

Mobile: +81-70-6526-8230)

Note:
This press release may not be published, distributed, diffused or otherwise sent into the UnitedStates of America (including its territories and possessions, every State in the United States andthe District of Columbia). This press release does not constitute an extension into the United Statesof the tender offer mentioned in this press release.
The contents of this press release have not been reviewed by any regulatory authority in HongKong. You are advised to exercise caution in relation to the offer. If you are in any doubt about
any of the contents of this press release, you should obtain independent professional advice.
Nothing in this press release is intended to be an offering of any Bonds or any form of securities inHong Kong, by means of any document. Any offer to repurchase the Bonds is only available toexisting holders of the Bonds who are (a) “professional investors” as defined in the Securities andFutures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder; or (b)in other circumstances which do not result in the press release or any accompanying document
being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong ("CO") or17<Not for distribution in or into the United States>

which do not constitute an offer to the public within the meaning of the CO.
No advertisement, invitation or document relating to the Bonds, which is directed at, or thecontents of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) has been or will be issued other thanwith respect the Bonds which are or are intended to be acquired only from persons outside Hong
Kong or only from existing holders of the Bonds who are “professional investors” as defined in the
SFO and any rules made thereunder or whose dealings are otherwise permitted under the SFO or
the CO.

18

<Not for distribution in or into the United States>

For Reference:
Issuance procedure of Certification under Article 86In order for the bondholders who hold book-entry company bonds to exercise their voting rights, it isnecessary to present Certification under Article 86 to the convener (Note: if the bondholders havealready done this issuance procedure and will not return Certification under Article 86 to the relevant
immediate account management institution or book-entry institution and hold by themselves or have
the Company hold until the Bondholders Meeting on October 5, 2012, they are not required to take thisprocedure again):(i)Documents to be submitted
Request for Issuance of Certification under Article 86(ii) Place of submission
Relevant immediate account management institution or book-entry institution(iii) Deadline of submission
Upon considering the presentation deadline of Certification under Article 86 set forth in (2)below, please take the procedure promptly.

Presentation procedure of Certification under Article 86 (Note: if the bondholders have already submitted theCertification under Article 86 and make no request to return, they are not required to take this procedureagain)(i)

Documents to be submitted(a) Certification under Article 86(b) Request for Issuance of Receipt (with registered seal)(c) Certificate of Registered Seal Impression(ii) Place of submission
6-3, Osaki 1-chome, Shinagawa-ku, Tokyo 141-0032, Japan
Accounting & Finance, Finance Group,
Covalent Materials Corporation
TEL+81-3-5437-8405
E-mail IR-contact@covalent.co.jp(iii) Deadline of submission
No later than September 27, 2012 (Thursday) (Tokyo time)(Note 1)
(Note 2)After the submission of Certification under Article 86, “receipt” will be sent by
Covalent Materials Corporation.
During the period when Certification under Article 86 is submitted, you may nottransfer, pledge, or make other disposal of the bonds.

19

<Not for distribution in or into the United States>

Submission procedure of Diverse Exercise of Voting Rights (Notice)
Submission
procedure
Diverse Exercise of Voting Rights (Notice)です。
】(i) Documents
to beofsubmitted(a) Diverse Exercise of Voting Rights (Notice) (The Company will send the new format.)(ii) Place of submission
6-3, Osaki 1-chome, Shinagawa-ku, Tokyo 141-0032, Japan
Accounting & Finance, Finance Group,
Covalent Materials Corporation
TEL+81-3-5437-8405

E-mailIR-contact@covalent.co.jp(iii) Deadline of submission
No later than October 1, 2012 (Monday) (Tokyo time)(Note) Please contact the company in order to provide a reason for the diverse exercise of
voting rights in advance.

20

<Not for distribution in or into the United States>(1) Procedure of Exercising Voting Rights(A) Exercising voting rights in written form submitted in advance(i)Documents to be submitted(a) Voting form (with registered seal) (The Company will send the new format.)(b) Original copy of receipt(ii) Place of submission
6-3, Osaki 1-chome, Shinagawa-ku, Tokyo 141-0032, Japan
Accounting & Finance, Finance Group,
Covalent Materials Corporation
TEL+81-3-5437-8405

E-mailIR-contact@covalent.co.jp(iii) Deadline of submission
No later than 5:00 PM (Tokyo time) on October 4, 2012 (Thursday)(iv) Procedure to return Certification under Article 86
The Company will send Certification under Article 86 by mail on or after the day
following the Bondholders Meeting.

(B) Exercising voting rights by attending Bondholders Meeting(i)Documents to be submitted if the bondholder attends the meeting in person(a) Voting form (with registered seal) (The Company will send the new format.)(b) Original copy of receipt(c) Identity verification documents of the bondholder(ii) Documents to bring if proxy attends the meeting(a) Voting form (with registered seal)(b) Original copy of receipt(c) Proxy(d) Identity verification documents of the proxy(iii) Procedure to return Certification under Article 86
Certification under Article 86 will be returned in exchange for the entrance tag given in
exchange for receipt on the reception on the day after the end of the bondholders meeting. If
Certification under Article 86 may not be returned as above, Certification under Article 86
will be sent by mail by the Company on or after the day immediately following the date of
the Bondholders Meeting to the “Contact address” on the Request for Issuance of Receipt.
(Note) Please present the voting form when attending the bondholders meeting.

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