Toshiba : Announcement of the Results of the Tender Offer by TBJH Inc. for the Company Shares and Change of the Parent Company and the Largest Shareholder Among the Major Shareholders

(Translation)

September 21, 2023

Toshiba Corporation

FOR IMMEDIATE RELEASE

Announcement of the Results of the Tender Offer by TBJH Inc. for the Company Shares and Change of the Parent Company and the Largest Shareholder Among the Major Shareholders

Toshiba Corporation (the "Company") hereby announces that a tender offer (the "Tender Offer") commenced on August 8, 2023 by TBJH Inc. (the "Tender Offeror") for the common shares of the Company (the "Company Shares") ended on September 20, 2023, as described below.

The Company also announces that, as a result of the Tender Offer, it is expected that the parent company and the largest shareholder among the major shareholders of the Company will change as of September 27, 2023 (the settlement commencement date of the Tender Offer), as described below.

1. Results of the Tender Offer

The Company has today received a report on the results of the Tender Offer from the Tender Offeror as stated in the press release "Notice Regarding Result of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502)," which is attached hereto as Attachment 1. Since the total number of shares tendered (340,459,163 shares) exceeded the minimum number of shares to be purchased, the Tender Offer was successfully completed.

1. Change of the Parent Company and the Largest Shareholder Among the Major Shareholders

1. Scheduled Date of Change

September 27, 2023 (the settlement commencement date of the Tender Offer)

2. Background of Change

The Company has today received a report from the Tender Offeror that the Tender Offeror will acquire 340,459,163 Company Shares through the Tender Offer. As a result, when the Tender Offer is settled, the percentage of the number of voting rights owned by the Tender Offeror compared to the number of voting rights of all shareholders of the Company will be, as of September 27, 2023 (the settlement commencement date of the Tender Offer), more than 50%; therefore, the Tender Offeror will become the new parent company and the largest shareholder among the major shareholders of the Company. In connection with the foregoing,

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TBJ Holdings, Inc., the parent company of the Tender Offeror, will also own the Company Shares indirectly through the Tender Offeror, and, thus, be the parent company of the Company.

3. Overview of the Changing Shareholders, etc.

1. TBJH Inc. (the shareholder to become the new parent company and the largest shareholder among the major shareholders)

(1)	Name	TBJH Inc.
(2)	Location	2-1-1 Marunouchi, Chiyoda-ku, Tokyo
(3)	Name and Title of	Shinichi Inagaki, Executive Manager
	Representative
		1.	Acquiring and holding securities
		2.	Operation and management of investment limited
			partnership assets and other investment business
			partnership assets as well as investment in
(4)	Type of Business		investment business limited liability partnerships
	and other investment business partnerships
		3.	Consulting business in relation to general
			management
		4.	Any and all business incidental or related to the
			above items
(5)	Amount of Capital	5,000 yen
(6)	Date of Incorporation	November 7, 2022
(7)	Major Shareholders and	TBJ Holdings Inc.	100%
	Shareholder Ratio
(8)	Relationship between the Company and the Tender Offeror
	Capital Relationship	As of today, the Tender Offeror owns 100 of the
	Company Shares (Ownership Ratio (Note 1): 0.00%).
	Personnel Relationship	None
	Transaction Relationship	None
	Status as a Related Party	None

(Note 1) "Ownership Ratio" means the percentage (rounded to the second decimal place) of the number of shares corresponding to the difference (432,880,186 shares) between

1. 1. the total number of issued and outstanding shares of the Company as of June 30, 2023 (433,397,301 shares) as stated in the "Consolidated Financial Results for the First Quarter of the Fiscal Year 2023, Ending March 2024 (Under U.S. GAAP)" announced by the Company on August 7, 2023 (the "Company's First Quarterly Financial Results"), and (ii) the number of treasury shares held by the Company as of June 30, 2023 (517,115 shares). The same shall apply hereinafter.
2. TBJ Holdings, Inc. (the entity to become the new parent company)

(1)	Name	TBJ Holdings, Inc.
(2)	Location	2-1-1 Marunouchi, Chiyoda-ku, Tokyo
(3)	Name and Title of	Shinichi Inagaki, Representative Director
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	Representative
		1.	Acquiring and holding securities
		2.	Operation and management of investment limited
			partnership assets and other investment business
			partnership assets as well as investment in
(4)	Type of Business		investment business limited liability partnerships
	and other investment business partnerships
		3.	Consulting business in relation to general
			management
		4.	Any and all business incidental or related to the
			above items
(5)	Amount of Capital	1,884,780,000 yen
(6)	Date of Incorporation	November 1, 2022
(7)	Major Shareholders and	TB Investment Limited Partnership	100%
	Shareholder Ratio

(8) Relationship between the Company and TBJ Holdings, Inc.

		As of today, TBJ Holdings, Inc. indirectly owns 100 of
	Capital Relationship	the Company Shares (Ownership Ratio: 0.00%) through
		the Tender Offeror.
	Personnel Relationship	None
	Transaction Relationship	None
	Status as a Related Party	None

4. Number of Voting Rights Owned by, Ownership Ratio of Voting Rights of, and Number of Shares Owned by, the Relevant Shareholders, etc., Before and After Change

1. TBJH Inc.

		Number of Voting Rights
		(Ownership Ratio of Voting Rights (Note 2))	Rank among
	Attributes	Directly	Jointly Owned		Major
		Owned Voting	Total	Shareholders
		Voting Rights
		Rights
Before	―	1 voting right		1 voting right
(0.00%)	―	(0.00%)	―
Change
	(100 shares)		(100 shares)
	Parent company and	3,404,592		3,404,592
	voting rights		voting rights
After	largest shareholder
(78.65％)	―	(78.65％)	First
Change	among the major
(340,459,263		(340,459,263
	shareholders
	shares)		shares)

(Note 2) "Ownership Ratio of Voting Rights" before and after change is calculated (rounded to the second decimal place) using as a denominator the number of voting rights (4,328,801 voting rights) pertaining to the number of shares corresponding to the difference (432,880,186 shares) between (i) the total number of issued and outstanding shares of the Company as of June 30, 2023 (433,397,301 shares) as stated in the Company's First Quarterly Financial Results, and (ii) the number of treasury

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shares held by the Company as of the same date (517,115 shares). The same shall apply hereinafter.

1. TBJ Holdings, Inc.

		Number of Voting Rights
		(Ownership Ratio of Voting Rights)	Rank among
	Attributes	Directly	Jointly Owned		Major
		Owned Voting	Total	Shareholders
		Voting Rights
		Rights
Before	―	―	1 voting right	1 voting right	―
Change	(0.00%)	(0.00%)
After	Parent company		3,404,592	3,404,592
(indirectly holding	―	voting rights	voting rights	―
Change
Company Shares)		(78.65％)	(78.65％)

5. Whether there is Change of any Unlisted Parent Company, etc., Subject to Disclosure

As a result of the Tender Offer, the Tender Offeror and TBJ Holdings, Inc. will be the parent company of the Company and fall under the category of unlisted parent company, etc. and the Tender Offeror, which is in a position to exercise influence by directly holding the Company's shares and is considered to have the greatest impact on the Company's decision-making and business activities, will be subject to disclosure as an unlisted parent company, etc. of the Company.

6. Future Outlook

According to the Tender Offeror, as the Tender Offeror was unable to acquire all of the Company Shares through the Tender Offer, the Tender Offeror plans to take a series of procedures necessary to make the Tender Offeror the sole shareholder of the Company, as set forth in "5. Policies for Organizational Restructuring, Etc. after the Tender Offer (Matters relating to So-called"Two-step Acquisition")" under "III. Details of, Grounds and Reasons for, Opinion of the Tender Offer" in the disclosure material entitled "Announcement of Opinion of Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares," announced by the Company on August 7, 2023. As of today, the Company Shares are listed on the Prime Market of Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") and the Premium Market of Nagoya Stock Exchange, Inc. (the "Nagoya Stock Exchange"). However, if such procedures are implemented, the Company Shares will be delisted in accordance with the delisting criteria determined by the Tokyo Stock Exchange and the Nagoya Stock Exchange through prescribed procedures. After the Company Shares are delisted, they will no longer be traded on the Tokyo Stock Exchange or the Nagoya Stock Exchange. The Company plans to promptly announce the specific future procedures and implementation terms once they are

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determined following consultation between and decision-making by the Tender Offeror and the Company.

In addition, please see "CEO's Message," attached hereto as Attachment 2, for the message from Mr. Taro Shimada, Representative Executive Officer, President and Chief Executive Officer of the Company, to the shareholders and all the stakeholders of the Company.

(Attachment 1)

"Notice Regarding Result of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502)"

(Attachment 2) "CEO's Message"

End.

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