Toyo Tire & Rubber : Notice Concerning Capital and Business Alliance with and Issuance of New Shares Through Third-Party Allotment of Shares to Mitsubishi Corporation & Changes in Largest Shareholder Among Major Shareholders and Other Associated Companies

November 1, 2018

To whom it may concern:

Company name

RepresentativeToyo Tire & Rubber Co., Ltd. (Stock code: 5105, TSE 1st Section) Takashi Shimizu

Contact

Representative Director and President Tamotsu Sakuramoto

Director and Senior Corporate Officer (TEL [phone])

Notice Concerning Capital and Business Alliance with and Issuance of New Shares Through Third-Party

Allotment of Shares to Mitsubishi Corporation &

Changes in Largest Shareholder Among Major Shareholders and Other Associated Companies

Toyo Tire & Rubber Co., Ltd. ("Toyo Tire") has resolved at the Board of Directors' Meeting held today to enter into a capital and business alliance agreement with Mitsubishi Corporation ("MC") (the "Alliance") and

to issue new shares of Toyo Tire through third-party allotment of shares to MC (the "Third-party Allotment").

In addition, we hereby announce that the shareholding ratios of our major and largest shareholder and other associated companies will have changed following the Third-party Allotment.

In the years ahead, the two companies will respect the autonomy and independence of the other's management, and will together seek to grow and enhance corporate value under a long-term partnership based on a spirit of equality and a cooperative relationship.

• I. Overview of the Alliance

• 1. Purpose of and Reasons for the Alliance

In January 2017, we articulated our corporate philosophy. "To create excitement and surprise with our products that exceed customer expectations and enriches society," committed to pursue this mission. With this new foundational principle, beginning in 2017 and spanning the next four years under the new medium-term business plan "Mid-Term '17," we have endeavored to execute our business plans and to strengthening our organizational foundation for the future. This latest announcement is another step in our global business strategy.

To reflect these changes, effective January 1, 2019, we will change our corporate name to "Toyo Tire Corporation." The new name also represents our pride and responsibilities as a mobility-centered business, and our determination to continue to grow Toyo Tire into a truly global brand, as well as our aspiration to begin a new chapter in our history, with a continuing commitment to a mobile society.

We have consistently manufactured high value-added tires based on our proprietary technologies and have established a solid business foundation to meet global demand through optimized product supply from our production facilities both in Japan and abroad. Our large-diameter tires for light trucks, including SUVs, have developed strong reputation in the marketplace. We have also built a highly profitable business portfolio, and our operating margins are among the highest in the tire industry.

The auto industry is approaching a historic turning point; a "once in a century" event. The industry structure is undergoing a major transformation. In order to survive and remain viable in the era of such unprecedentedtransformation, we must continue to be aware of industry trends from broader perspective including cooperation based on cross-industry cooperation, to find our own business strategy, and to ensure that we maintain our current unique presence in the marketplace and sustain our current financial health. To maintain our future growth will require a further strengthening of our business and management foundations. This is why we have decided to enter into a capital and business alliance with MC.

Beginning with Australia in 1974, we have tapped new markets in cooperation with MC by establishing tire sales joint ventures in various regions including Europe, China, Canada and Russia. As a result, we have succeeded in developing a staunch business foundation of important markets next to Japan and US. MC has been a vital partner in the worldwide expansion of the Toyo Tire brand.

We will now elevate this collaborative sales relationship to create a framework for broader alliance that involves the entirety of our respective organizations. Henceforth, we will utilize the MC group's global network to reinforce our sales and technological strengths. We will also bolster our sales and corporate functions with employees transferred from the MC group, solidifying our foundation for future growth.

As a general trading company, MC has been shifting its management strategy from a "Business Investment Model" to "Business Operation Model." More specifically, MC has openly aspired to not only invest in businesses but also contribute to the growth of the businesses it has acquired by sharing with them the unique strengths and functions of MC, to ultimately build a next-generation business foundation. The endeavor of the two companies to jointly create a new stage of tire business and enhance corporate value, through combination of human resources of the two companies, is in line with MC's management strategies and will also be very beneficial in strengthening the mobility-related businesses for MC.

In order to cement the business alliance with MC and accelerate the implementation of our growth strategies, we have decided to issue new shares to MC through the Third-party Allotment. There is intense competition within the tire industry and drastic environmental changes globally. Therefore, having MC as a partner is extremely important, as they are familiar with our corporate culture, strengths and uniqueness, and the Alliance will also allow us to collaborate from a medium- and long-term perspective to jointly build a business model that will create additional value. We will use the capital raised through the Third-party Allotment to meet the future challenges of a mobile society by investing in our global operations. By leveraging our alliance with MC, our objective is to increase our corporate resilience, thereby further enhancing our corporate.

Following the Third-party Allotment, MC's stake in our company will increase from the current 3.05% to 20.00%.

2.

Details of the Alliance

(1) Details of the business alliance

Toyo Tire and MC have agreed to collaborate in the following initiatives: "reinforcement of sales capabilities", "enhancement of technological capabilities" and "reinforcing resources." The two companies

will strengthen their collaborative relationship and endeavor to maximize synergies from the Alliance.

Details of the three major initiatives are as follows:

① Reinforcement of sales capabilities

The demand for tire products has remained strong globally. Meeting the demand more speedily and delivering more differentiated products to customers will greatly help in improving our corporate value in the future. We also plan to establish with MC joint task forces in each region (Japan, China, Europe,Middle East, Africa and Asia) and leverage the MC group's global network to develop sales channels, enhance marketing capabilities, and reinforce logistics and other operations.

② Enhancement of technological capabilities

We aspire to deliver to customers products that astonish, and to do so, we will seek to advance our development and technological capabilities. Towards this end, and with the future of the mobile society in mind, Toyo Tire and MC will jointly promote with outside parties a range of collaborative initiatives, such as the "Research on Next-generation Materials (such as new features rubbers and renewable materials)," "Advanced Development of Production Technologies (such as new features vulcanizers and rubber kneading machines)" and "Application of AI/IoT Technologies (such as factory automation and new generation tires)." We also plan to extensively utilize the MC group's network, to drive advanced research, development of materials and technologies; streamline the procurement of raw materials; and build a new business model, so that we can ultimately strengthen our proprietary technological platform.

③ Reinforcing resources

To enhance sales and marketing capabilities globally, and to strengthen our management foundation over the medium to long term, we will receive MC's marketing and corporate personnel into our organization, including at headquarters, and at the sales subsidiaries both in Japan and overseas. Under the existing cooperative framework with MC, we have already assigned some personnel from MC to our overseas sales subsidiaries and administrative divisions. We expect the Alliance to further strengthen our human resources, and as a result, help enhance our business operations and strengthen our management foundation.

(2) Details of the capital alliance

We will issue new shares to MC by way of the Third-party Allotment, for the purpose of establishing a more stable capital relationship with MC, realizing synergies by making better use of each other's unique strengths and management resources, and ultimately enhancing the corporate value of the two companies.

Through the Third-party Allotment, MC will acquire 26,931,956 shares of our common stock, which will increase their total shareholding percentage of Toyo Tire stock from 3.05% to 20.00%.

(3) Dispatch of director

As part of the business alliance, we intend to propose the appointment to the Toyo Tire Board of Directors, one director designated by MC, who we believe to be qualified, at the next regularly scheduled general meeting of the shareholders following the payment date. During the period of the Alliance, the proposed appointment of an MC designated director shall continue each time there is a general meeting of the shareholders where the appointment of directors is on the agenda.

(4) Profile of the proposed allottee (as of March 31, 2018, for other than the Notes)

(1)Name	Mitsubishi Corporation
(2)Address of headquarters	3-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8086, Japan
(3)Name and title of	President and Chief Executive OfficerTakehiko Kakiuchi

the representative
(4)Lines of business	Manufacturing and marketing a wide range of products, including energy, metals, machinery, chemicals and living essentials through our domestic and overseas network. We also are involved in diverse businesses by actively investing in areas such as natural resources development and infrastructure, and we are engaged in finance businesses.
(5)Capital	204,447 million yen
(6)Date established	April 1, 1950
(7)No. of shares issued	1,590,076,851 shares
(8)Fiscal year end	March
(9)No. of employees	77,476 (consolidated)
(10)Main customers	Corporations in Japan and abroad
(11)Main banks	MUFJ Bank, Ltd.､Mizuho Bank, Ltd.､Mitsubishi UFJ Trust and Banking Corporation
(12)Major shareholders and their shareholding ratios	Japan Trustee Service Bank, Ltd. (Trust Account)	8.28%
	The Master Trust Bank of Japan, Ltd.(Trust Account)	5.32%
	Tokio Marine & Nichido Fire Insurance Co., Ltd.	4.69%
	Meiji Yasuda Life Insurance Company	4.08%
	Ichigo Trust Pte. Ltd.	2.29%
	The Master Trust Bank of Japan, Ltd. (Mitsubishi Heavy Industries, Limited Account, Retirement Benefit Trust Account)	2.03%
	STATE STREET BANK WEST CLIENT - TREATY 505234	1.73%
	Japan Trustee Service Bank, Ltd. (Trust Account 5)	1.66%
	Japan Trustee Service Bank, Ltd. (Trust Account 9)	1.40%
	Japan Trustee Service Bank, Ltd. (Trust Account 1)	1.23%
(13)Relationship between the parties Our shareholding in the proposed allottee 607,703 shares (common stock) (as of June 30, 2018) Capital relationshipProposed allottee's shareholding in our 3,890,250 shares (common stock) (as of June 30, 2018) company Personnel exchange 7 employees are seconded from MC to Toyo Tire Transaction Selling products to MC relationship The party to receive the allocated new shares (the "Allottee") will not fall under the category of a related party to Toyo Tire. Also, neither the parties Related party status related to nor the associated companies of the Allottee fall under the category of related parties to Toyo Tire.
(14)Financial performance and results of operations for the latest three years (consolidated, IFRS)

FYE Mar. 2016	FYE Mar. 2017	FYE Mar. 2018
Equity attributable to owners of MC	4,592,516 million yen	4,917,247 million yen	5,332,427 million yen
Total assets	14,916,256 million yen	15,753,557 million yen	16,036,989 million yen
Equity attributable to owners of MC per share	2,898.23 yen	3,101.43 yen	3,362.34 yen
Revenues	6,925,582 million yen	6,425,761 million yen	7,567,394 million yen
Net profit (loss) (attributable to owners of MC)	△149,395 million yen	440,293 million yen	560,173 million yen
Basic net profit (loss) per share (attributable to owners of MC)	△93.68 yen	277.79 yen	353.27 yen
Dividend per share (yen)	50.00 yen	80.00 yen	110.00 yen

(5) Timeline of the Alliance

(1) Date of Board of Directors' resolution	November 1, 2018
(2) Date of capital and business alliance agreement conclusion	November 1, 2018
(3) Pay-in period for the Third-party Allotment	January 15, 2019 - June 28, 2019

(6) Future prospect

For details regarding future prospect, please refer to the section below: "II. Issuance of New Shares via

Third-party Allotment, 3. Future Prospect."