Toyobo : Notice regarding the absorption-type merger (simple merger/short-form merger) of a wholly owned subsidiary

December 26, 2022

To whom it may concern,
Name of company:	Toyobo Co., Ltd.
Name of representative:	Ikuo Takeuchi,
	President & Representative Director
(Stock code: 3101, Prime Market of the Tokyo Stock Exchange)
Contact:	Sonoko Ishimaru, General Manager,
	Corporate Communication Department
	(TEL [phone])

Notice regarding the absorption-type merger (simple merger/short-form merger) of a wholly owned subsidiary

Toyobo Co., Ltd. ("Toyobo," hereafter) announces today (December 26, 2022) that it decided at a meeting of the Board of Directors earlier the same day to acquire Toyobo Information System Create Co., Ltd. (TISC), one of its wholly owned subsidiaries, through an absorption-type merger effective April 1, 2023. The details of the merger can be found below.

Since the merger took a form of a simple absorption merger of a wholly owned subsidiary, we omitted certain disclosure items and content.

1. Purpose of the merger

The importance of digital technologies has been increasing every year and they have become essential in our business activities. Under these circumstances, Toyobo decided to conduct an absorption-type merger with TISC, aiming to consolidate the IT resources of the Toyobo Group, build a system that can quickly respond to changes in the business environment associated with the advancement and increasing use of digital technologies, and contribute to reforms and growth in Toyobo's business.

2. Outline of the merger
(1) Merger schedule
A meeting of the Board of Directors that approved the merger contract	December 26, 2022
Signing of the merger contract	December 26, 2022
Date of merger (effective date)	April 1, 2023 (scheduled)

The merger will be carried out without seeking approval on the merger contract at the respective shareholders' meetings, in accordance with Clause 2, Article 796 of the Companies Act for Toyobo and Clause 1, Article 784 of the Companies Act for TISC.

(2) Merger method

It will be conducted through an absorption merger with Toyobo as the surviving company. With this merger, TISC will be disbanded.

(3) Allocation in merger

There will be no issuance of new shares or payment to TISC involving this merger.

(4) Regarding stock acquisition rights and bonds with stock acquisition rights

TISC, which will cease to exist, has not issued any stock acquisition rights or bonds with stock acquisition rights.

3. Outlines of companies involved in the merger as of September 30, 2022

		Surviving company	Extinct company
(1)	Company	Toyobo Co., Ltd.	Toyobo Information System Create
Name				Co., Ltd.
(2)	Address	1-13-1, Umeda, Kita-ku, Osaka	1-13-1, Umeda, Kita-ku, Osaka
(3)	Title and name	Ikuo Takeuchi,		Ashida Takaaki,
of representative	President & Representative Director	President & Representative Director
(4)	Business	Business related to films and	System consulting; system
description	functional materials; mobility; lifestyle	development, operation, and
		and environment; life science	maintenance; ERP solutions
					(GRANDIT, Oracle E-Business Suite,
					etc.); and network solutions
(5)	Capital stock	51,730 million yen	50 million yen
(6)	Date of	June 1914		April 1992
establishment
(7)	Total number	89,048,792 common shares	1,000 common shares
of shares issued
(8)	End of each	March 31		March 31
accounting term
(9)	Principal	The Master Trust Bank of Japan, Ltd.:	Toyobo Co., Ltd.: 100%
shareholders and	17.26%
their percentage of	Custody Bank of Japan, Ltd.: 8.89%
stock	Toyobo Employees Stockholders'
		Association: 2.48%
		Toyukai: 2.13%
		NIPPON LIFE INSURANCE
		COMPANY: 1.97%
(10) Fiscal conditions and business performance in the latest business year
		Business year ended March 2022	Business year ended March 2022
		(Consolidated)		(Non-consolidated)
Net assets	197,149	million	yen	610 million yen
Total assets	517,774	million	yen	2,083 million yen
Net assets per share	2,192.17 yen		2,082,852.70 yen
Net sales	375,720	million	yen	4,190 million yen
Operating profit	28,430	million	yen	6 million yen
Ordinary profit	23,092	million	yen	6 million yen

Profit attributable
to owners of	12,865	million yen	7 million yen
parent
Net profit per share	144.75	yen	7,322.60 yen

4. Toyobo's situation after the merger

There will be no change in Toyobo's trade name, the address of the head office, the title and name of representative, business operations, capital stock or the accounting period after the merger.

5. Future prospect

The merger will have only minor effects on Toyobo's consolidated business performance.