To whom it may concern:

March 5, 2020
Company name: Toshiba Machine Co., Ltd.
Securities code: 6104 (1st Section, Tokyo Stock Exchange)
Representative: Shigetomo Sakamoto
President and Chief Operating Officer
Inquiries:
Yoshiaki Kai
Senior Manager, Corporate Strategy Department
Telephone:+81-55-926-5072

Notification of the Results of Dialogue Between Institutional Investors andthe Company’s Independent Outside Directors (Engagement Call Summary)
The Company held an engagement call between its independent outside directors and institutional investors on
March 4, 2020. Accordingly, we would like to provide an outline of that call.
<Company Participants>- Seigo Iwasaki, Independent Outside Director- Kiyoshi Sato, Independent Outside Director<Institutional Investor Participants>- Approximately 40 domestic/overseas institutional investor shareholders<Outline>- See attachment (performed via conference call)
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Attachment
Summary of Engagement Call withToshiba Machine Co., Ltd. Independent Outside Directors (Held on March 4, 2020)
Explanation from Independent Outside Directors
While this is the first briefing for institutional investors by independent outside directors, going forward, we wantto hold this kind of dialogue with our shareholders as necessary.
From the standpoint of independent outside directors, we will provide (1) an evaluation of the Management ReformPlan and (2) the background to expressing an opinion (opposition) to a tender offer.
(1) Evaluation of the Management Reform Plan
After sufficiently reflecting on the fact that target values in the previous Mid-term Management Plan were notreached, the Company’s management is displaying a sincere commitment and strong sense of responsibility towardrealizing the Management Reform Plan. Furthermore, in terms of its contents, we judge the plan to be different
from the previous Mid-term Management Plan due to its radical management reform aims and the clarification ofthe uses of previously reserved funds, based on a detailed and in-depth confirmation of the Company’s businesses.
The Management Reform Plan, aimed at drastically overhauling the previous Mid-term Management Plan, puts inplace a 100-day plan that operates from early December to the end of March. Its contents were announced onFebruary 4, 2020.
(2) Background to Expressing an Opinion (Opposition) to the Tender Offer
Currently, a tender offer for the Company’s shares has been launched by City Index Eleventh Co., Ltd., a subsidiaryof Office Support K.K. Consequently, the Company’s Independent Committee made a unanimous recommendation
to the effect that “expressing an opinion (opposition) is appropriate.” Also, the Board of Directors resolved toexpress its opinion opposing the tender offer.
This decision was made by taking into consideration the following circumstances: (i) the clear execution by current
management of the recently announced Management Reform Plan will lead to an increase in corporate value overthe medium to long term, (ii) independent outside directors, which account for a majority of the Board of Directors,
will monitor current management in the promotion of the plan, and (iii) as the proposal for increasing shareholder
value made by the tender offeror group advocates only short-term share buybacks and dividends, and will impede
the promotion of the Management Reform Plan, there is a strong possibility that it will damage the Company’s
corporate value and the common interests of shareholders over the medium to long term.
The greatest responsibilities of outside directors will be to represent the shareholders and monitor management’s
execution of the Management Reform Plan. We believe these actions will lead to maximizing the Company’s
medium- to long-term corporate value and the common interests of shareholders.

-1-Questions & Answers
Q:

To what extent were outside directors involved in formulating the 100-day plan? Moreover, how are
you supervising the plan? In addition, can you please tell us about measures to enhance theeffectiveness of the Management Reform Plan?

Let us explain the background to the formulation of the Management Reform Plan, announced on February 4,
2020.
While outside directors had also monitored previous mid-term management plans, the Company was forced
to make downward revisions. This was due to the plan having been made by preserving previous policies. For
the current plan, outside directors expressed an opinion to management that a drastic restructuring of theorganization was necessary and, since around last fall, management started to make moves as the 100-dayplan. The contents were announced as the Management Reform Plan on February 4, 2020 and were not createdin reaction to the tender offer. While the plan was officially announced on February 4, 2020, preparations had
been under way since last year. We expect the basic framework to be completed by the end of March.

While outside directors made requests regarding previous mid-term management plans, even from thestandpoint of outside directors, we are satisfied with the current plan because of the numerous revisions wemade. We view the Management Reform Plan as one that will improve the Company, if it is executed.
Management had a kick-off meeting for the 100-day plan in early December, in response to the opinion ofoutside directors at the November Board of Directors’ meeting that the current Mid-term Management Plan
was inadequate. Management’s response were swift. At our request, the outside directors’ 100-day plan
progress reports are being made at regularly scheduled Board of Directors’ meetings, and we are alreadymonitoring the plan.

Q:

We have heard that the Response Policies to the tender offer were similar to an emergency
evacuation. While we think that, generally speaking, many investors view the tender offer negatively,
please describe the special circumstances and individual factors that led outside directors and theindependent committee to the decision that the Response Policies were required.

Let us explain the Company’s unique background that led to the introduction of the Response Policies.
In the course of selling shares following Toshiba’s takeover bid (TOB) of NuFlare Technology Inc., we
received a proposal from the bidder group about discussing buybacks after entering into a non-disclosureagreement (NDA). When the Company responded negatively to entering into the NDA and having confidential
discussions, it was notified that, in that case, a TOB would be implemented. In such tense circumstances, wewere worried that a TOB would be pushed forward unilaterally. In response, the Board of Directors decided
to introduce countermeasures.
We introduced the Response Policies in the form of a plan to confirm shareholders’ intentions, though not on
the assumption that the countermeasures would protect management. Accordingly, we regard thisExtraordinary General Meeting of Shareholders as a general meeting to confirm shareholders’ intentions.

-2-Q:

We ask this question from the perspective of determining the probability of achieving the newManagement Reform Plan. Can you please tell us about the strengths and weaknesses of Toshiba
Machine from your standpoint as outside directors (in particular, from the standpoint of those withmanagement experience in a major manufacturing industry)?

The first thing I noticed immediately after becoming an outside director was that there were six businessdivisions, despite overall sales of only 110 to 200 billion yen. Sales in each respective division were low, andthere were many overlapping areas such as business division staff and purchasing departments. I felt there
were problems from the perspectives of efficiency and fixed costs. These points are addressed in the newreform plan through the combination into three companies and the detachment of administration departments
and integration of production departments.

The Company’s strengths lie in its possessing unique technologies in the machine tools, industrial machinery,
and injection molding machinery divisions. It will be important to focus on these and develop products andmarkets. Up until now, the Company was proceeding in different directions, without narrowing down markets.
The Management Reform Plan also aims toward consolidation and product development. We think that theCompany will grow in the future by utilizing its strengths.

Q:

The Management Reform Plan discusses working toward organizational reforms by adopting acompany system. Can you please tell us about the aims of this, as well as the changed and expectedroles of executives?

While there were six business divisions with their respective posts, by changing to a three-company system,
the plan is to reduce overlapping posts and organizations and, consequently, reduce senior positions.
Regarding executive human resources, we have received various reports at the Board of Directors from theexecutive officers. We feel that management has excellent human resources in various fields, such as experts
in manufacturing and those with strengths in overseas markets.
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