January 25, 2023
To whom it may concern,
Name of company:

Toyobo Co., Ltd.

Name of representative: Ikuo Takeuchi,President & Representative Director(Stock code: 3101, Prime Market, Tokyo Stock Exchange)
Contact:

Katsuhiro Iwai, General Manager,
New JV Preparatory Office(TEL +81-6-6348-3054)

Notice regarding company split (simple absorption-type company split) involving the spin-off of thefunctional materials business to wholly owned subsidiary
Toyobo Co., Ltd. decided at a board of directors meeting today that Toyobo MC Corporation (“the NewCompany” hereafter), a wholly owned subsidiary that it established on September 5, 2022, will succeed Toyobo’s
business involving functional materials through an absorption-type company split (“the Company Split” hereafter).
The Company Split is scheduled to go into effect on April 1, 2023.
As the Company Split is a simple absorption-type split between Toyobo and its wholly owned subsidiary,certain disclosure items and details have been omitted. We have updated the documents we released on March 24,2022, and August 25, 2022 (“the Documents” hereafter), regarding the parts that were undecided or changed insubstance, and have underlined those sections. The document dated March 24, 2022, is titled “Regarding agreement
reached with Mitsubishi Corporation on Toyobo’s company split (simple absorption-type company split) involving
the spin-off of the functional materials business and establishment of a joint venture.” The other document dated
August 25, 2022, is titled “Regarding changes in the schedules of a company split involving the functional materialsrelated business and establishment of a joint venture as well as decisions on the new (succeeding) company’s nameand other matters related to its establishment.”
Please refer to the Documents regarding the details of the New Company and the joint venture established withMitsubishi Corporation (headquartered in Chiyoda-ku, Tokyo, and headed by Representative Director, President &CEO Katsuya Nakanishi; “MC” hereafter).
1. Background and Aim
As notified in the Documents, Toyobo has signed an agreement with MC to set up the New Company, after
which the Company Split is carried out and an investment from MC (“the Investment” hereafter) is provided tothe New Company with the aim of sharpening the competitive edge of Toyobo’s functional materials andcontinuing to provide solutions globally. Toyobo and MC have since been considering how to implement theCompany Split and the Investment. The Company Split is to be implemented as part of the procedure in the runup to the contract shareholders’ agreement between Toyobo and MC and the start of the joint venture.
2. Summary of the Company Split(1) Schedule of the Company Split
Date of decision at the board of directors meeting

January 25, 2023

Date of sealing the agreement on the absorption-type company split

January 25, 2023

1Effective date of the Company Split

Scheduled for April 1, 2023(Note) The Company Split is scheduled to be carried out without the approval at a general shareholders’ meeting,because it falls under a simple absorption-type company split prescribed by Paragraph 2, Article 784 ofthe Companies Act.
(2) Method of the Company Split
Toyobo will be the split company and the New Company will be the succeeding company in the absorption-typecompany split (simple absorption-type company split).
(3) Allocations of shares due to the Company Split
At the time of the Company Split, the New Company will newly issue 31,000 common shares and allocate themto Toyobo as compensation for the Company Split.
(4) Handling of the stock acquisition right and bond with stock acquisition right due to the Company Split
Not applicable.
(5) Capital stock subject to change due to the Company Split
No change in the capital stock for the split company (Toyobo).
(6) Rights and obligations that the succeeding company succeeds
The New Company will succeed what the absorption-type company split contract stipulates regarding the assets,
liabilities, and rights and obligations such as contractual status, which are related to the functional materials
business described in 4. (1) below.
(7) Projected execution of debt obligations
We deem there is no projected problem for the succeeding company to execute debt obligations it must shoulder
after the Company Split goes into effect.
3. Outline of those involved in the Company Split (As of September 30, 2022)
Succeeding company

Split company(The New Company)

1) Company nameToyobo Co., Ltd.

Toyobo MC Corporation

2) Address

1-13-1, Umeda, Kita-ku, Osaka

Osaka Umeda Twin Towers South, 113-1, Umeda, Kita-ku, Osaka3) Title and name ofrepresentative (NotePresident and Representative Director,Director, Chikao Morishige

Ikuo Takeuchi(Toyobo’s Representative Director,
Co-COO and CTO)

1)4) Business description

Business related to films andPlanning, development, manufacturingfunctional materials; mobility; lifestyleand sales of products related toand environment; life science

functional materials5) Capital stock

51,730 million yen

100 million yen

6) Date ofJune 26, 1914

September 5, 2022

89,04820

establishment
7) Total number ofshares issued (unit:1,000 shares)
28) End of each

March 31March 31

The Master Trust Bank of Japan, Ltd.

Toyobo Co., Ltd.: 100%

accounting term9) Principal
shareholders and(Trust Account): 17.26%

their percentage ofCustody Bank of Japan, Ltd. (Truststock owned orAccount): 8.89%

stakes (Note 2)

Toyobo Employees Stockholders
Association: 2.48%
Toyukai: 2.13%
Nippon Life Insurance Company:
1.97%10) Business performance and fiscal conditions of the latest business year (Note 3)
Net assets

197,149 million yen

Total assets

517,774 million yen

Net assets per share2,197.17 yen

Net sales

375,720 million yen

Operating profit28,430 million yen

Ordinary profit

23,092 million yen

Profit attributable to12,865 million yen

There is no ended business year.

owners of parent
Net profit per share

144.75 yen(Note 1): After the Company Split is made, another representative will be selected from MC, increasing thenumber to two.
(Note 2): Toyobo is scheduled to hold 51% of the shares in the New Company, while MC is scheduled to hold
49% through a third-party allocation of shares by the New Company scheduled for April 1, 2023.
(Note 3): Toyobo’s data are based on the consolidated settlement of accounts for the business year ended inMarch 2022.
4. Outline of the business division that will be spun off and succeeded by the New Company(1) Business operations of the division that will be spun off and succeeded by the New Company
Business related to planning, development, manufacturing and sales of functional materials in Japan andoverseas (business related to polymerization development, Vylon and Hardlen, photo functional materials, finechemicals, engineering plastics, water treatment membranes, environment solution devices, activated carbon
products, activated carbon fibers, spun-bonded fabrics, lifestyle materials, high-performance fibers), andbusinesses related to these businesses.
(2) Business performance of the division that will be spun off and succeeded (consolidated)
Total sales: about 100,000 million yen(3) The items and amounts of assets and liabilities to be spun off and succeeded by the New Company (in millionyen)
AssetsLiabilities

Current assets

26,541

Current liabilities

36,019Non-current assets

35,820Non-current liabilities

43

Total

62,361

Total

36,062

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(Note) These figures are estimated amounts of the current business year ending March 2023.
5. Prospect after the Company Split
After the Company Split, there will be no change in the name, address, title and name of the representative,business operations, capital stock, and end of each accounting year of Toyobo. Also, the name, address, title andname of the representative, business operations, capital stock, and end of each accounting year of the New
Company will not change after the Company Split.
6. Future prospect
The impact of the Company Split on business performance is projected to be minor, as the New Company isToyobo’s wholly owned company. As stated in 3. above, the New Company is scheduled to provide a third-party
allocation of shares to MC for the Investment after the Company Split.

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