<Not for distribution in or into the United States>

The Purchase Offer has been initiated for the Bonds of the Company, a company incorporated in Japan.
Although the Purchase Offer has been conducted in accordance with the procedures and information
disclosure standards, if applicable, prescribed by Japanese law, these procedures and information disclosure
standards may not always coincide with those of the United States.

The rules and regulations promulgatedunder the U.S. Securities Exchange Act of 1934, in particular Sections 13(e) and 14(d) of the U.S. Securities
Exchange Act of 1934, do not apply to the Purchase Offer and the Purchase Offer is not being conducted inaccordance with the procedures and requirements thereunder. It may be difficult to enforce any right orclaim arising under U.S. federal securities laws, since the Company is incorporated outside the United States
and none of its directors are U.S. residents.

Bondholders may not be able to sue a non-U.S. company andits directors in a non-U.S. court for violations of the U.S. securities laws. Bondholders may not be able tocompel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s jurisdiction.

[Translation]
December 14, 2012
To Whom It May Concern
Covalent Materials Corporation

Re: Results of Offer to Purchase the 1st Series Unsecured Bonds

Covalent Materials Corporation (the “Company”) announced in the press release “Re:
Determination of Details of Offer to Purchase the 1st Series Unsecured Bonds” dated November
13, 2012 that, its board of directors resolved the details of the offer (the “Purchase Offer”) topurchase ¥55 billion (outstanding balance of ¥53.3 billion) in total of the 1st Series UnsecuredBonds (with inter-bond pari passu clause) (ISIN code: JP330135A829) issued by the Company on
February 18, 2008 (the “Bonds”), and commenced the procedures of offer to purchase the Bonds.
The Company hereby announces as follows as the Purchase Offer Period was expired on
December 13, 2012.

The Company plans to cancel the entire amount of the Bonds purchased

through the Purchase Offer promptly after their purchase.
1. Overview of the Purchase Offer1

<Not for distribution in or into the United States>(1)

Name and Location of Purchaser

Covalent Materials Corporation
6-3, Osaki 1-chome, Shinagawa-ku, Tokyo(2)Bonds to be Purchased

Covalent Materials Corporation 1st Series Unsecured Bonds (with inter-bond pari passu clause)(ISIN Code: JP330135A829)(3)

Purchase Offer Period

From November 14, 2012 to December 13, 2012
(4)

Purchase Price¥76 million per ¥100 million of each Bond
The Company will undertake the procedure necessary to transfer (i) ¥62 million yen per each Bondon a date falling within 5 business days after the expiration of the Purchase Offer Period describedin 1. (3) above (the “Purchase Offer Period”) in exchange for the Bonds to be purchased and (ii)
¥14 million per each Bond on February 18, 2013.

No interest shall accrue on the Bonds to bepurchased through the Purchase Offer for the period until the day of transfer set forth in (ii) above.
(5)

Total Amount of Face Value of Bonds to be Purchased

Maximum Amount of Bonds to be Purchased¥28 billion (approximately 52.5% of theoutstanding balance of the Bonds)

Maximum Number of Bonds to be Purchased

280

Maximum Price of Bonds to be Purchased¥21.28 billion

The Company will not purchase all or part of the amount exceeding the maximum amount.

Insuch case, the Company will purchase the Bonds and make a settlement, including delivery of theBonds, for the Purchase Offer in accordance with a pro rata calculation as described in 2.(2) below.
(6)

Administrative Agent

Mizuho Securities Co., Ltd.

5-1, Otemachi 1-chome, Chiyoda-ku Tokyo

SMBC Nikko Securities Inc.

3-1, Marunouchi 3-chome, Chiyoda-ku Tokyo(7)

Method of Settlement2<Not for distribution in or into the United States>

Promptly after the expiration of the Purchase Offer Period, the Company will notify a bondholder
participating in the Purchase Offer (the “the Applicant Bondholder”) of the number and amount(face value) of the Applicant’s Bonds to be purchased from the Applicant Bondholder.
The Company will pay to the Applicant Bondholder (i) ¥62 million yen per each Bond to bepurchased on December 19, 2012, in exchange for the Purchased Bonds and (ii) ¥14 million pereach Purchased Bond on February 18, 2013, by fund transfer to the account designated by theApplicant Bondholder, provided, however, that any remittance charges that may be incurred due tosuch fund transfer being to an overseas account shall be borne by the Applicant Bondholder andthe Company will deduct the amount of any such charges from the payment above. No interest willaccrue on the purchase price of the Bonds at any time.
The administrative agents will take no part in the payment (fund transfer).

The funds obtained

through the purchase will be transferred to the bondholders directly from the Company.

For anyquestions relating to the tax consequences of the settlement of the Purchase Offer, bondholders
should consult with their respective tax experts to make a judgment at their own responsibility.
2.

Results of the Purchase Offer(1)

Application
Maximum Number of Bonds

Number of Bonds Submitted

Number of Bonds to be

to be Purchasedfor Sale

Purchased

507

280(2)

280

Calculation in the case of Pro Rata Purchase

The total number of the Bonds submitted for sale by the holders of the Bonds pursuant to thePurchase Offer (507; hereinafter, the “Accepted Bonds”) exceeded the maximum number of Bonds
to be purchased as described in 1. (5) above (280; hereinafter, the “Maximum Number”).
Therefore, the Company will not purchase the amount exceeding the Maximum Number and makea settlement for the Purchase Offer on a pro rata basis in accordance with (i) and (ii) below.
(i)

The number of the Accepted Bonds of each bondholder was multiplied by the ratio of theMaximum Number against the aggregate number of Accepted Bonds, with any fraction lessthan one resulting being rounded up or down to the nearest whole number.
(ii)

The total number of the Accepted Bonds to be purchased from each Applicant

Bondholder that was calculated by rounding up or down the number less than one resulting
from the calculation described in (i) above exceeded the Maximum Number.
3Therefore, one

<Not for distribution in or into the United States>

Accepted Bond per each Applicant Bondholder was reduced in the order from the ApplicantBondholder with the largest rounded-up portion until the total number of the Bonds to bepurchased was reduced to the Maximum Number.

However, as multiple Applicant

Bondholders had equal rounded-up portions and reducing the Bonds to be purchased from all ofsuch Applicant Bondholders fell short of the Maximum Number, the Company held a lottery toselect just enough of the equally ranked Applicant Bondholders to enable the Company topurchase no fewer than the Maximum Number of the Bonds.
(3)

Return of the Bonds

For the Bonds which will not be purchased pursuant to the calculation of 2. (2) above, theCompany will return the applicable Bonds to the Applicant Bondholder by making a transfer ofsuch Bonds from the account opened with the administrative agent to participate in the Purchase
Offer to the account on the book-entry transfer institution in which such Bonds were originallyrecorded promptly after today, unless otherwise agreed to between the Applicant Bondholder andthe administrative agent with which such Applicant Bondholder opened an account.

For all the Applicant Bondholders holding the Bonds to be purchased as a result of the Purchase
Offer, the Company will notify each of the Applicant Bondholders of the result of calculation
applicable to such Applicant Bondholder by E-mail or post on or after December 17, 2012.
＊ For inquiries regarding this matter:
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:
The Purchase Offer has been initiated for the Bonds of the Company, a company incorporated in Japan.
Although the Purchase Offer has been conducted in accordance with the procedures and information
disclosure standards, if applicable, prescribed by Japanese law, these procedures and information

4

<Not for distribution in or into the United States>

disclosure standards may not always coincide with those of the United States.

The rules andregulations promulgated under the U.S. Securities Exchange Act of 1934, in particular Sections 13(e)and 14(d) of the U.S. Securities Exchange Act of 1934, do not apply to the Purchase Offer and thePurchase Offer is not being conducted in accordance with the procedures and requirements thereunder.
It may be difficult to enforce any right or claim arising under U.S. federal securities laws, since theCompany is incorporated outside the United States and none of its directors are U.S. residents.
Bondholders may not be able to sue a non-U.S. company and its directors in a non-U.S. court forviolations of the U.S. securities laws.

Bondholders may not be able to compel a non-U.S. company

and its affiliates to subject themselves to a U.S. court’s jurisdiction.

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) inother 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") or 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 ifpermitted 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 theSFO and any rules made thereunder or whose dealings are otherwise permitted under the SFO orthe CO.

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