Notice of Merger with Wholly-Owned Subsidiary Toyo Kasei Kogyo Co., Ltd.

December 25, 2009

Notice of Merger with Wholly-Owned Subsidiary Toyo Kasei Kogyo Co., Ltd.
Toyobo Co., Ltd. (“Toyobo”) decided at a meeting of its Board of Directors held on December 25,
2009, to merge with its wholly owned subsidiary Toyo Kasei Kogyo Co., Ltd. (hereafter “Toyo Kasei”)
and to take over those businesses concerned effective March 1, 2010, as detailed below. The
merger agreement with Toyo Kasei was concluded today.

As this is a merger with a wholly-owned subsidiary, certain disclosure items have been omitted in
accordance with the guidelines of the Tokyo Securities and Exchange Commission.

1. Objectives of this Merger
In response to the recent abrupt changes in the business environment, the Toyobo Group,
in line with its management policy of “reinforcing our foundations, laying the cornerstones for
future growth,” is taking steps to secure short term earnings and operating cash flow, and to
generate and nurture new products and businesses for future growth.
This merger is one measure to expand the scope Toyobo’s Specialty businesses for the
future. The integration of businesses will align and fuse together Toyo Kasei products,
such
as
modified polyolefin and pharmaceutical intermediates, with Toyobo’s specialty products,
including films & functional polymers, and life sciences.
Toyobo is seeking
further
growth by utilizing the management resources of both companies,
including their core technologies, R&D, and human resources, under a more
agile
management
structure.

2. Overview of the Merger
(1) Merger Schedule
Merger resolution Board of Directors meeting
December 25, 2009
Conclusion of Merger agreement

December 25, 2009
Merger date (effective date)

March 1, 2010 (tentative)

Because this Merger is based on the provisions of Article 796 Clause 3 of the Companies Act
for Toyobo, and the provisions of Article 784 Clause 1 for Toyo Kasei, it is being executed
without ratification at the general shareholders meetings of each company.

(2) Method of Merger
Toyobo will be the surviving company, with Toyo Kasei the absorbed company.
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(3) Merger Ratio
There shall be no issuance of new shares or cash payment upon this merger.

(4) Toyo Kasei's Share Option and Corporate Bond with Share Option
No share option or corporate bonds with share options have been issued by Toyo Kasei.

3. Outline of the Parties to Merge (as of March 31, 2009)
Surviving Company
Absorbed Company
(1)
Company name
Toyobo Co., Ltd.
Toyo Kasei Kogyo Co., Ltd.
(2)
Head office location
2-8, Dojima Hama 2-chome,
Kita-ku, Osaka
1-16, Dojima Hama 2-chome,
Kita-ku, Osaka
(3) Representative
Ryuzo
Sakamoto,
President Kanji
Aono,
President
(4)
Businesses
Films & functional polymers,
industrial materials, life
sciences, textiles
Modified polyolefin, carbon
disulfide, pharmaceutical
intermediates, agricultural
intermediates, gas generant
(5)
Capital
¥43,341 million
¥310 million
(6)
Date of establishment
June 26, 1914
December 5, 1929

(7)

Number of shares
outstanding
(as of
September 30, 2009)

Common stock
750,487,922 shares
Common stock
6,000,000 shares
(8)
Net assets
¥133,967 million (Consolidated)
¥3,559 million
(Non-consolidated)
(9)
Total assets
¥443,816 million (Consolidated)
¥12,329 million
(Non-consolidated)
(10) Fiscal year-end
March 31
March 31
(11)
Major Shareholders
and Ratio of Voting
Rights
(as of September 30,
2009)

Japan Trustee Services Bank
Limited (trust account): 4.01%
Nippon Life Insurance
Company: 2.92%
The Master Trust Bank of
Japan, Ltd. (trust account):
2.89%
Mizuho Corporate Bank, Ltd.:
1.78%
Toyukai: 1.78%
Toyobo Co., Ltd.: 100%
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4. Conditions at Toyobo After this Merger
This merger will not result in any changes to Toyobo’s trade names, business content, head
office location, company representative’s position or name, capital, or fiscal period.

5. Future Outlook
The impact of this merger on Toyobo’s consolidated performance is expected to be minimal.
For more information, contact:
Toyobo Public Relations Group
pr_g@toyobo.jp
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