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Acquisition of TenCate Advanced Composites Holding B.V.

Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014111 Acquisition of TenCate Advanced Composites Holding 15thof March, 2018 Toray Industries, Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Contents1 Outline of This Acquisition2 Toray s Medium term Management Program3 Outline of Ten Cate and TCAC4 Objective and Strategies of this acquisition5 Thermoset CFRP for Aerospace6 Thermoplastic CFRP for Aerospace7 CFRP for Industrial Applications 8 TCAC s Business Plan 2 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20141 Outline of This Acquisition3 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Outline of This AcquisitionAcquiredCompany TenCate Advanced Composites Holding (hereafter, TCAC)100% subsidiary of Koninklijke Ten Cate (Netherlands) Manufacture and distribution of carbon fiber composite materialsPurchasePriceFunds for the purchaseSchedule930 million EUROA bout 123 billion JPY 1 EURO = 132 JPY The purchase price includes net debt amount in addition to the share purchase price.

Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 1 1 Acquisition of TenCate Advanced Composites Holding B.V. 15th of March, 2018 Toray Industries, Inc.

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Transcription of Acquisition of TenCate Advanced Composites Holding B.V.

1 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014111 Acquisition of TenCate Advanced Composites Holding 15thof March, 2018 Toray Industries, Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Contents1 Outline of This Acquisition2 Toray s Medium term Management Program3 Outline of Ten Cate and TCAC4 Objective and Strategies of this acquisition5 Thermoset CFRP for Aerospace6 Thermoplastic CFRP for Aerospace7 CFRP for Industrial Applications 8 TCAC s Business Plan 2 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20141 Outline of This Acquisition3 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Outline of This AcquisitionAcquiredCompany TenCate Advanced Composites Holding (hereafter, TCAC)100% subsidiary of Koninklijke Ten Cate (Netherlands) Manufacture and distribution of carbon fiber composite materialsPurchasePriceFunds for the purchaseSchedule930 million EUROA bout 123 billion JPY 1 EURO = 132 JPY The purchase price includes net debt amount in addition to the share purchase price.

2 The purchase price will be adjusted in accordance with any adjustments stipulated in the share purchase agreement. EBITDA multiple EV Purchase Price /EBITDA(2018) 930 million EURO/47 million EURO xWorking / Commercial CapitalPurchase of the share(closing) 2nd half of 2018 (expected)Has to be after the completion of fulfilling the premises related to the approval of involved regulatory authorities (including USA) and CFIUS. 4 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20142 Toray s Medium term Management Program5 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Basic Strategies Aerospace Applications- Further strengthen existing partnerships- Capture new programs Industrial Applications- Reinforce the leading position in the market by leveragingcomprehensive strength with lineups of regular tow and large towproducts- Reinforce the position in the wind-turbine application market through strengthening alliance with major customers.

3 Supported by the cost competitiveness in large tow products- Develop intermediate products / molding technology and enhance the supply chain to meet the full-scale expansion of demand for automotive applications yenNet Sales (left axsis)Operating Income (right axsis)Toray s Medium term Management ProgramFurther expand the business as a global leading manufacturer of carbon 2016FY 2019 TargetBasic Policy6 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20143 Outline of Ten Cate and TCAC7 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Outline of Ten Cate and TCAC8(1) Company name: Koninklijke Ten Cate ( Composites materials division: TCAC)(2) Established: 19th April, 1947(3) Head office: Almelo, Overijssel, the Netherlands(4) Representative: Albers (CEO), (CFO)(5) Business profile(Composite materials division) : Carbon fiber reinforced thermoplastic tape and high heat resistant thermoset prepregs(6) Brief history(Composite materials division) : 1972 Started prepreg production1999 Acquired Bryte Technologies ( , Composites for aerospace applications)2007 Acquired Phoenixx TPC ( , thermoplastic tapes)2008 Acquired YLA Inc.

4 ( , prepregs for satellite applications)Acquired CCS Composites ( , Composites )2012 Acquired PMC Baycomp ( Composites )2013 Acquired Amber Composites ( , Composites )2015 Delisted in March 2016 after accepting an Acquisition proposal from Tennessee Acquisition (consortium headed by Gilde Buy Out Partners)(7) Number of employees(Composite materials division) : about 750(8) Revenue(Composite materials division) 210 million EURO (2018 estimate)Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 FormatsResinsThermoplastic Composites UD Tape Fabric prepreg Laminates PEEK, PEKK PPS, PEI PC, PMMA PET, PA ABS, PPThermoset Composites Low temperature curing tooling prepregs Out-of-Autoclave epoxy prepregs Compatible film adhesives Composite surfacing films RTM resins Epoxy Cyanate ester BMI PolyimideCompression molded parts Highly complex, high tolerance parts Tool design-9 Product Line-up Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 ThermosetPrepregThermoplasticPrepreg (tape)Characteristics-liquid at a low temperature.

5 -hardens once it is heated and will not go back to liquid even if it is cooled afterwards. -becomes soft when heated to the glass-transition when it is cooled. Strength-its rigidity(less deformable) and dimensional stability is high insulation, voltage endurance, heat tolerance and solvent is superior in toughness and productivity given the shorter time required for be molded over and over as long as it is heated, which makes recycling relatively time to mold. -has low toughness and is fragile to impact. -as autoclave is expensive, initial investment at parts manufacturers is high. -Its molding temperature is high, which makes it harder to is relatively expensive. -It is difficult (more voids) to impregnate into small-diameter carbon fibers because its viscosity is high even if it is / Thermoplastic Prepreg10 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 201411 SpainFranceUKGermanyItalyAustriaNether-l andsAMCACEEACCP repregCarbon FiberBlue : Toray GroupOrange : TCACC ompositesCFEMain Business Locations (EU)HungaryZOLTEKB usiness Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Tacoma, WADecatur, ALSpartanburg, SC12 Morgan Hill, CAFairfield, CACamarillo, CASt.

6 Louis, MO CMACMAM exicoJalisco, MXPCCW alker, MI ZOLTEKZOLTEKMain Business Locations (USA/Mexico)PrepregCarbon FiberBlue : Toray GroupOrange : TCACC ompositesBusiness Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 201413 GuangzhouShanghaiMain Business Locations (China)PrepregCarbon FiberBlue : Toray GroupOrange : TCACC ompositesBusiness Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20144 Objective and Strategies of this acquisition14 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Business trend: Low cost + High cycle Thermoplastic ( TP ) technology Aircraft: twin aisle to single aisle Increase in build ratelow-cost + high cycleSpace/Engine metal thermal resistance materials Recent changes in supply chain.

7 Further vertical integrationReinforce EU organization Strengthen EU supply chainUK technical and marketing baseObjective of This Acquisition12315 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 201416 Strategies of This Acquisition Complimentary Relationship1234 Various carbon fibers(Toray) & Unique resin formulations(TCAC)With increased business bases, maximize customer servicesOpportunities to work with talented and motivated management and customer baseGeographical coverage by Toray & TCACH uman ResourcesBusiness Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20145 Thermoset CFRP for Aerospace17 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 Aerospace the CFRP is one of core materials because light weighting is Resistance more than approx.

8 90 C mostly 125 C severe requirements like hot/wet properties require reliability and experiences Toughness specific requirements like CAI and interlaminar fracture toughness, for productivity cost discussion is subject to achieve strict aerospace specification production number of main structures is limited except small parts(Autoclave molding was accepted) becoming mass production system ex. press molding and welding assembling Thermoset Aircraft structure parts:Common system is Epoxy resin (High modulus, heat resistance, solvent resistance) Heat resistance(Space, etc.): BMI, Cyanate EsterThermoplasticRigid polymer chain, high toughness type PPS (for secondary structures) PEEK PEKK (for primary structures)Features and Categories of Resin Systems for AerospacePropertiesResin system18 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 201450100150200250300350400450 Tgof matrix resin C Service TemperatureTORAY has focused prepregs for aerospace primary structures which were mainly epoxy TCAC s product line-up suitable for Space, Defense, Heat resistance applications.

9 PPS/PEEK/PEKKE poxiesEngineeringPlasticsPolyimidesBisma leimidesCyanate EstersPrimary Structuresof aircraftHeat resistanceSpaceA380,B787,A350,B777XB7772 0002020 Expanding total marketLowHighIncreased line-up of Thermoset Prepregsfor AerospaceSpace Structures(Satellites)Extreme Heat Resistance(around Engine)19 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20146 Thermoplastic CFRP for Aerospace20 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 20142010 2015 202020252030 Boeing 787 AirbusA350 XWBMRJ Japan Boeing 777X2020 MC-21(Russia 150 SSJ100 Russia CS100/300 Canada Airbus A320neo43252019~C919(China 387 Boeing737 MAX4633100 ARJ21 China SeatsEnter into service200300 250 Boeing NMA2026 C929 China ERJ190 ERJ195 Brazil 2021 ERJ175 Brazil Trend shows more focus on mid to small airplanes1056147120057327373017938340720 0 The numbers in the circles show backlog of orders as of Sep 20172017 LargeCommercial Aircraft Development PlanAirbusNext Generation (?)))

10 21 Business Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 BoeingAirbusFeatures of Mid to Small Airplane22 Build rates of mid to small aircrafts are expected to be higher in the XWBA320neo(New Mid-MarketAirplane)(new engine option)LaunchApr 2004 Aug 2011 UndecidedDec 2006 Dec 2010 UndecidedEnter IntoServiceOct 2011 May 20172025 Dec 2014 Jan 2016 Undecided- 8 210-250- 7 138-172- 900 325-400A320neo 165-195- 9 250-290- 8 162-200-1000 366-440A319neo 140-160-10 290-310- 9 178-220A321neo 206-240-10 188-230 DeliveredAircrafts644 (as of Jan 2018)80 (as of Jan 2018)-146 (as of Jan 2018)233 (as of Jan 2018)-Backlog ofOrders650 (same as above)4,648(same as above) including 737 -708 (same as above)6,135 (same as above)(whole A320 family)-Build Rate12/month52/month including 737 -10/month50/month(whole A320 family)-SeatsUndecidedUndecidedNext GenerationMid to SmallAirplaneBusiness Confidential per NON-DISCLOSURE AGREEMENT executed on 15th Dec, 2014 TCAC s QualifiedmaterialsExamples of structuresCF/PEII nteriors of aircraftEngine nacellesCF/PPSS mall parts like stiffeners (Airbus, B787)A350 Clips in fuselageEmpennage of small aircraft(Gulfstream etc.)


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