Notice Regarding Toshiba Group’s Strategic Reorganization

November 12, 2021

To whom it may concern,

Corporate name:	Toshiba Corporation
	1-1-1 Shibaura, Minato-ku, Tokyo
Representative:	Satoshi Tsunakawa
Representative Executive Officer, President and CEO
	(Code: 6502 Tokyo, Nagoya)
Contact info:	Kazuyoshi Ishiyama
	Corporate Officer
General Manager, Corporate Communications Div.
Tel:	03-3457-2095

Notice Regarding Toshiba Group's Strategic Reorganization

TOKYO-Toshiba Corporation (TOKYO: 6502) ("Toshiba") announced today that its Board of Directors, at a meeting held today, determined to pursue a strategic reorganization (the "Reorganization") pursuant to which Toshiba will reorganize into three independent companies by conducting a spin-off of Toshiba's two core businesses into two new publicly listed companies.

1. Overview

In June 2021, Toshiba established the Strategic Review Committee ("SRC") to develop a business plan to maximize shareholder value. As a result of a nearly five months' review of a full range of strategic options after taking into consideration the assessments and suggestions of the SRC, Toshiba determined that the spin-off of Toshiba's two core businesses, the Energy & Infrastructure Business and the Device & Storage Business, as two new independent publicly listed companies (referred to herein as "Infrastructure Service Co." and "Device Co.", respectively; official names will be announced when available) would be the optimal strategic option.

Following the spin-off of Infrastructure Services Co. and Devices Co. from Toshiba, Toshiba's shareholders will become shareholders of each of the three companies. While Toshiba expects that the spin-off transactions in connection with the Reorganization will each be a qualified corporate reorganization using the spin-off taxation system under Corporate Tax Act of Japan, Toshiba will consult with the relevant authorities to determine the best and most efficient method

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for the Reorganization. In addition, Toshiba plans to obtain approval for a business restructuring plan based on the Act on Strengthening Industrial Competitiveness in order to ensure the smooth implementation of the spin-off. However, depending on the applicable laws and regulations (including securities listing regulations and U.S. laws and regulations), developments in the application, revision and enforcement of various regulatory regimes including the tax regulations, interpretations by the relevant authorities and other circumstances, the implementation of the Reorganization may take longer than expected and there may be changes in the structure of the Reorganization.

After the Reorganization, Infrastructure Service Co. aims to become a leading company pursuing the realization of carbon-neutrality and resilient infrastructure, and Device Co. aims to become a leading company that supports the evolution of social and IT infrastructure.

Toshiba will continue to own the shares of Kioxia Holdings Corporation("KHC") and Toshiba Tec Corporation, and certain other assets and liabilities. Toshiba intends to monetize shares in KHC while maximizing shareholder value and return the net proceeds in full to shareholders as soon as practicable to the extent that doing so does not interfere with the smooth implementation of the intended spin-off.

For more details on the Reorganization, please refer to "Transforming Toshiba to Enhance Shareholder Value" and "Toshiba Announces Strategic Reorganization to Separate into Three Standalone Companies to Enhance Shareholder Value", dated today, for more details about this reorganization.

2. Future Outlook

The Reorganization is targeted to be completed in the second half of FY2023 with the listing of Infrastructure Service Co. and Device Co. on the Tokyo Stock Exchange, subject to the completion of necessary procedures, including the approval of Toshiba's general shareholder meeting and the approval of the relevant authorities, including listing approval of the Tokyo Stock Exchange.

Toshiba expects to incur 10 billion yen from FY2021 onward as costs associated with the spin- off. Each business will implement cost optimization measures based on industry benchmarks to offset such costs by reducing SG&A expenses.

The details of the Reorganization may change in light of further consideration in the future, applicable laws and regulations, discussions with relevant authorities or other factors. Toshiba will promptly make an announcement if any decision is made that requires disclosure.

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(Attachment) Toshiba Announces Strategic Reorganization to Separate into Three Standalone Companies to Enhance Shareholder Value

This document has been prepared solely for the purposes of providing information regarding the strategic reorganization described herein and does not constitute an offer to sell or a solicitation of an offer to buy any security of Toshiba, its subsidiaries or any other company in Japan, the United States or any other jurisdiction.

This document has been translated from the Japanese-language original document for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

Forward-looking Statements

This document contains forward-looking statements concerning future plans, strategies, and the performance of Toshiba group.

These statements are not historical facts; rather, they are based on assumptions and judgments formed by the management of Toshiba group in light of currently available information. They include items which have not been finalized at this point and future plans which have yet to be confirmed or require further consideration.

Since Toshiba group promotes business in various market environments in many countries and regions, its activities are subject to a number of risks and uncertainties which include, but are not limited to, those related to economic conditions, worldwide competition in the electronics business, customer demand, foreign currency exchange rates, tax and other regulations, geopolitical risk, and natural disasters. Toshiba therefore cautions readers that actual results may differ from those expressed or implied by any forward-looking statements. Please refer to the annual securities report (yuukashoken houkokusho) and the quarterly securities report (shihanki houkokusho) (both issued in Japanese only) for detailed information on Toshiba group's business risks.

Unless otherwise noted, all figures are 12-month totals on a consolidated basis.

Results in segments have been reclassified to reflect the current organizational structure, unless stated otherwise. Since Toshiba is not involved in the management of Kioxia Holdings Corporation (formerly Toshiba Memory Holdings; hereinafter "KHC") and is not provided with any forecasted business results for this company, Toshiba group's forward-looking statements concerning financial conditions, results of operations, and cash flows do not include the impact of KHC.

The execution of the spin-off described in this document is subject to approval at Toshiba's general shareholders' meeting and the fulfillment of all review requirements of the relevant authorities.

Depending on the applicable laws and regulations (including securities listing regulations and U.S. laws and regulations), developments in the application, revision and enforcement of various regulatory regimes including tax regulations, interpretations by the relevant authorities, further consideration in the future and other factors, the implementation of the Reorganization may take longer than expected and there may be changes in the structure of the Reorganization.

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(Attachment)

FOR IMEDITE RELEASE

TOSHIBA ANNOUNCES STRATEGIC REORGANIZATION TO SEPARATE INTO THREE STANDALONE COMPANIES

TO ENHANCE SHAREHOLDER VALUE

Unlocks Value, Focused & Agile Management, and Enhance Choices for Shareholders

Board Unanimously Approves the Separation Plan as Recommended by the Strategic Review Committee as the Best Path Forward For Toshiba and Its Shareholders Following the Committee's Evaluation of a Wide Range of Options

First-EverSpin-Off Scheme For a Japanese Company of This Size

TOKYO, Japan - November 12, 2021 - Toshiba Corporation (TOKYO: 6502) ("Toshiba" or the "Company") today announced its intention to separate into three standalone companies:

• Infrastructure Service Co.1, consisting of Toshiba's Energy Systems & Solutions, Infrastructure Systems & Solutions, Building Solutions, Digital Solutions and Battery businesses;
• Device Co.2, comprising Toshiba's Electronic Devices & Storage Solutions business; and
• Toshiba, holding its shares in Kioxia Holdings Corporation (KHC) and Toshiba Tec Corporation (TOKYO: 6588).

The separation will create two distinctive companies with unique business characteristics leading their respective industries in realizing carbon neutrality and infrastructure resilience (Infrastructure Service Co.), and supporting the evolution of social and IT infrastructure (Device Co.). The separation allows each business to significantly increase its focus and facilitate more agile decision-making and leaner cost structures. As such, both companies will be much better positioned to capitalize on their distinct market positions, priorities and growth drivers to deliver sustainable profitable growth and enhanced shareholder value. At the same time, Toshiba intends to monetize shares in Kioxia while maximizing shareholder value and return the net proceeds in full to shareholders as soon as practible to the extent that doing so does not interfere with the smooth implementation of the intended spin-off.

The Company will utilize the tax-qualifiedspin-off structure via the recent tax reform legislation in Japan, in a first for a company of Toshiba's size. Toshiba is taking a bold step to unlock substantial value, creating more focused investment opportunities for shareholders and delivering additional benefits for customers, business partners employees, and its broader stakeholder community.

This separation plan, which has been unanimously approved by Toshiba's Board, follows a review of a wide range of strategic options by the Board's Strategic Review Committee ("SRC"), comprising five Independent Outside Directors. During its review, the SRC sought input from shareholders on the Company's strategic direction and held discussions with a number of potential partners.

Based on the thoroughness of the nearly five months review, Toshiba's management team and Board of Directors are confident that the intended separation into three standalone companies is the best path to enhance shareholder value.

1, 2 Official names to be announced in due course.

3 Toshiba's fiscal year runs from April to March.

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FOR IMEDITE RELEASE

Satoshi Tsunakawa, Interim Chair, President and Chief Executive Officer of Toshiba, said: "Over our more than 140 year history, Toshiba has constantly evolved to stay ahead of the times. Today's announcement is no different. In order to enhance our competitive positioning, each business now needs greater flexibility to address its own market opportunities and challenges. We are convinced that the business separation is attractive and compelling: it will unlock immense value by removing complexity, it enables the businesses to have much more focused management, facilitating agile decision making, and the separation naturally enhances choices for shareholders. Our Board and management team firmly believe that this strategic reorganization is the right step for sustainable profitable growth of each business and the best path to create additional value for our stakeholders. We are grateful for the Strategic Review Committee's thorough evaluation and recommendation on our best path forward."

Paul J. Brough, Independent Director, Chairperson of Toshiba's Strategic Review Committee, said: "We are pleased to share this bold and ambitious plan to deliver enhanced value for Toshiba's shareholders and other important stakeholders. The SRC recommended to the Board that separating the Company into focused businesses is the best path forward for Toshiba and its shareholders following a thorough evaluation of value-enhancingoptions over nearly five months."

New Structure: Overview of Three Companies

Infrastructure Service Co.

Infrastructure Service Co. will consist of Toshiba's Energy Systems & Solutions, Infrastructure Systems & Solutions, Building Solutions, Digital Solutions and Battery businesses. Its products and services will include power generation, transmission and distribution, renewable energy, energy management, systems solutions for public infrastructure, railways and industry, building energy-saving solutions, and IT solutions for government agencies and private companies. The Company's increased focus, combined with its innovative technological solutions, will enable it to play a leading role in driving the transition to renewable energy to meet ambitious global carbon neutrality goals and advancing infrastructure resilience.

Infrastructure Service Co. is expected to have net sales of ¥2.090 trillion in FY32021 and is projected to grow at a 3.3% compound annual growth rate ("CAGR"), reaching ¥2.230 trillion by FY2023. It also expects to improve operating income margins from 5.1% to 5.2% over the same period, which we expect to be higher after the separation.

Device Co.

Device Co. will comprise Toshiba's Electronic Devices & Storage Solutions business. Its products will include power semiconductors (silicon, compounds), optical semiconductors, analog integrated circuits, high-capacity hard disk drives ("HDD") for data centers (nearline HDDs) and semiconductor manufacturing equipment. It will be a leader in supporting the evolution of social and IT infrastructure.

Device Co. is expected to have ¥870 billion in net sales in FY2021 and is projected - when excluding the memory resale portion - to grow at a CAGR of 3.3%, reaching ¥880 billion by FY2023. Power semiconductor net sales are expected to grow at an 13% CAGR, increasing from ¥95 billion in FY2021 to ¥120 billion by FY2023. Nearline HDD net sales are expected to grow at a 18% CAGR, increasing from ¥200 billion in FY2021 to ¥280 billion by FY2023. Device Co. expects operating income margins to change from 7.1% in FY2021 to 6.1% by FY2023.

Toshiba

Toshiba will hold the Company's ownership stake in Kioxia Holdings Corporation (KHC) and Toshiba Tec Corporation (TOKYO: 6588). In connection with the separation of the businesses, Toshiba will seek to convert the shares of KHC into cash as soon as practicable while maximizing shareholder value. As part of this process, Toshiba intends to return the net proceeds of Kioxia shares to shareholders in full to the extent that doing so does not interfere with the smooth implementation of the spin-off.

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