東芝（6502） – Notice Regarding Presentation Materials for “Toshiba IR Day”(1/2)

February 7, 2022 Toshiba Corporation FOR IMMEDIATE RELEASE Notice Regarding Presentation Materials for “Toshiba IR Day” TOKYO—Toshiba Corporation (TOKYO: 6502) hereby releases the presentation materials for today’s sessions of “Toshiba IR Day,” the explanation of Toshiba’s business strategies scheduled for today and tomorrow afternoon. # # # Toshiba Group IR Day 2022Business Strategy ofToshiba GroupFebruary 7, 2022Toshiba CorporationPresident and CEOSatoshi TsunakawaCFOMasayoshi Hirata© 2022 Toshiba Corporation Forward-looking Statements and Other Cautionary This document has been prepared solely for the purposes of providing information regarding the strategic reorganization described herein (“Reorganization”) and does not constitute an offer to sell or a solicitation of an offer to buy any security of Toshiba Corporation (“Toshiba”), its subsidiaries or any other company in Japan, the United States or any other jurisdiction. This document has been translated from the Japanese-language original document for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects. This document contains forward-looking statements and prospects concerning the future plans, strategies, and performance of Toshiba group. These statements are not historical facts; rather, they are based on assumptions and judgments formed by the management of Toshiba group in light of currently available information. They include items which have not been finalized at this point and future plans which have yet to be confirmed or require further consideration. Since Toshiba group promotes business in various market environments in many countries and regions, its activities are subject to a number of risks and uncertainties which include, but are not limited to, those related to economic conditions, worldwide competition in the electronics business, customer demand, foreign currency exchange rates, tax and other regulations, geopolitical risk, and natural disasters. Toshiba therefore cautions readers that actual results may differ from those expressed or implied by any forward-looking statements. Please refer to the annual securities report (yuukashoken houkokusho) and the quarterly securities report (shihanki houkokusho) (both issued in Japanese only) for detailed information on Toshiba group’s business risks. Unless otherwise noted, all figures are 12-month totals on a consolidated basis. Results in segments have been reclassified to reflect the current organizational structure, unless stated otherwise. Since Toshiba is not involved in the management of Kioxia Holdings Corporation (formerly Toshiba Memory Holdings; hereinafter “Kioxia”) and is not provided with any forecasted business results for Kioxia, Toshiba group’s forward-looking statements concerning financial conditions, results of operations, and cash flows do not include the impact of Kioxia. The execution of the Spin-off described in this document is subject to approval at Toshiba’s general shareholders’ meeting and the fulfillment of all review requirements of the relevant regulatory authorities. Depending on the applicable laws and regulations (including securities listing regulations and U.S. laws and regulations), developments in the application, revision and enforcement of various regulatory regimes including tax regulations, interpretations by the relevant authorities, further considerations in the future and other factors, the implementation of the Reorganization may take longer than expected and there may be changes in the structure of the reorganization.© 2022 Toshiba Corporation 2Spin-off Objectives and OverviewSpin-off Project Team and TimelineBusiness Portfolio EvaluationPost-Spin-Off FinancialsToday’s Agenda0102030405AppendixImportant Matters on Toshiba/Infrastructure Service Co. 06 Actions on Strategic Review Committee Recommendations© 2022 Toshiba Corporation 301Spin-off Objectives and Overview© 2022 Toshiba Corporation 4Issues Related to Past ToshibaConglomerate discount attributable to business complexity andslowness in decision-making processConglomerate Discount• Co-existence of two businesses with different business models of infrastructure service and deviceIncrease in complexity due to the existence of businesses which do not create synergies•Uniformed Capital Allocation• Uniformed capital allocation which does not incorporate optimal financial profiles and risks related to two distinct businessesSlowness in Decision-makingProcessbackgrounds• Slowness in decision-making process, led by management from different business Limited Choicesfor Shareholdersin Toshiba stock as a whole• Shareholders who are interested only in individual businesses have no option but invest © 2022 Toshiba Corporation 5Spin-off Purpose and ObjectivesEliminate conglomerate discount and achieve sustained, profitable growth and enhance corporate value by the Spin-off Unlock ValueEfficient Capital Allocation Suited to BusinessFocused &Agile Management• Elimination of conglomerate discount• Formulate clear growth strategy optimized for the unique characteristics of each business, including business cycle, market conditions, and capex needsIdentification of core/non-core businesses and externalization plan of non-core businesses•• Focused investment allocation based on medium-to-long-term growth strategy (R&D, CAPEX, M&A, shareholder returns)• Establish robust financial model, and capital structure tailored to operational risks of specific business• Establish a management structure equipped with expertise in each business• Consider focused operational and R&D structure to better deal with changing business environment• Pursue strategic alliances with partners with interest in specific business domainEnhance Choicesfor Shareholders• Providing compelling investment opportunities that meet different preferences of shareholders with various goals relating to timing of returns and risk appetite© 2022 Toshiba Corporation 6Spin-off Plan Refinement (from 3-way split to 2-way split)Spin-off Electronic Devices & Storage Solutions business, and split into 2 independent entities. Existing Toshiba hold Infrastructure Service business, and other assets that are not relevant to the operations of the Device Co.Current StructureNew Structure after Spin-offCurrent Toshiba ShareholdersCurrent Toshiba ShareholdersToshibaKioxia1Device Co.Energy Systems & SolutionsInfrastructure Systems & SolutionsDigital SolutionsBuilding Solutions2Electronic Devices & Storage SolutionsNuFlareTechnologySemiconductor BusinessHDD BusinessNuFlare Technology etc.Digital SolutionsToshiba/Infrastructure Service Co.Energy Systems & SolutionsInfrastructure Systems & SolutionsBattery business etc.“Kioxia” refers to Kioxia Holdings Corporation. The same applies to the following.1.2. Three Building Solutions companies: Toshiba Elevator, Toshiba Lighting & Technology, Toshiba Carrier. The same applies to the following. Kioxia1Toshiba Tec , listed company, is not included in above chart© 2022 Toshiba Corporation 7Rationale for Refinement from 3-way Split to 2-way Split Through continued review of the strategic reorganization plan, determined that the 2-way split was the optimal planElimination of uncertainty around Toshiba’s listingEnsuring the feasibility of creating disciplined governance structureby reducing to two managementsSignificant reduction of separation costReduction of workload related to listing reviewSecuring financial soundnessEasier to pursue strategic alliances with potential partnersIn order to keep the policy on Kioxia shares as aimed in the 3-way split with the 2-way split, we plan to put forward the shareholder resolution outlining the policy for Kioxia sharesat the upcoming EGM © 2022 Toshiba Corporation 8Management Structure Change – Background of Executive BoardAgile and precise decision-making driven by specialized managementBefore the Spin-offAfter the Spin-offInfrastructure-relatedDevice-relatedMedical-RelatedCorporate Staff-related• Consists of the members from different business backgrounds• Lack of expertise across the various businesses can hinder effective and timely decision-makingDevice Co.Streamlined management structure,led by experts in Device businessToshiba/Infra-structure Service Co.Streamlined management structure,led by experts in Infrastructure Service business© 2022 Toshiba Corporation 9Advantages of Spin-off to StakeholdersDelivers compelling benefits to all stakeholdersShareholders/InvestorsAddresses conglomerate discountFacilitates more targeted investmentBusiness PartnersIncreases efficiency in the supply chainCustomersDelivers more customized services to address emerging needsCommunityAllows for more focused solutions to solve social issuesEmployeesCultivates greater technical specialization and expertiseCreates greater career advancement opportunities© 2022 Toshiba Corporation 10Effect of the Spin-off on Business PlanOffset the cost impact of Spin-off and improve corporate valueOne-Time CostCost SavingsTransaction Costs for the Spin-offCost relating to the split of functions, and tax-related costs associated with the reorganization20B yen（in approx. 2 years）Running CostOperating Costs IncreaseIncrease in operating costs due to the separation1 +public company-related costs213B yen/yearTargeted Reduction of Operating CostsOptimization of corporate functions, and cutting outsourcing costs30B yen/year1.2.11B yen/year, assuming increase in license fee due to separation of IT2B yen/year, assuming increase in operating cost for corporate functions such as accounting, finance, internal control, investor relations.© 2022 Toshiba Corporation 11Two Standalone Companies with Distinct VisionsEach company will aim to maximize corporate value based on the following corporate visionsToshiba/Infrastructure Service Co.Device Co.Contribute to resolving social and industrial challenges through utilizing digital technology in the energy/social infrastructure domain, and adapting to carbon neutrality/infrastructure resilience/digital economyContribute to achieving to build a sustainable society by focusing on semiconductors, storage devices, and cutting-edge semiconductor manufacturing devices, crucial for greening/digitalization in a data society with evolving of social and information infrastructure© 2022 Toshiba Corporation 12Overview of Each Business after Spin-offEmployees and offices to be allocated between the two companiesAs of Sep. 2021Toshiba/Infrastructure Service Co.1Employees(approx.)DomesticOverseasSubsidiariesDomesticOverseas41,0009,0006878Device Co.11,00015,00014181. Consolidated figure. Toshiba Tec, Toshiba Lighting & Technology, Toshiba Elevator, Toshiba Carrier and their subsidiaries are not included.© 2022 Toshiba Corporation 1302Spin-off Project Team and Timeline© 2022 Toshiba Corporation 14Dedicated Project Team to Execute the SeparationEstablish execution structure composed of executives and PMO teamsAdvisors(PMO, consulting)(PMO, FA, listing review) (PMO, FA, IR/SR)(Accounting/tax)(Japanese law)(US law)Toshiba Board of DirectorsStrategic Review CommitteeAdvisorsFA（）(Legal)Executive Steering CommitteeAll executive officersPMO of Toshiba/Infrastructure Service Co.PMO of Device Co.PMO1PMO support : EYSC, Nomura, Goldman Sachs• Formulate project operational rules• Establish contingency framework forpossible conflicts• Scheduling, issue management, etc.Coordination1. PMO will coordinate efforts with the board and advisors to propose (and execute as needed) IR/SR and other measures relating to each stakeholder© 2022 Toshiba Corporation 15Overall TimelineTarget completion of the Spin-off and listing in second half of FY23 (subject to regulatory reviews)FY21FY22FY23Mar 2022Apr 2022Mar 2023Apr 2023IR DayApplication for Act on Strengthening Industrial CompetitivenessApplication for listingApprovalfor listingFeb 7-8 2022EGMDuring 2022AGM’sResolutionAudit under the Financial Instrumentsand Exchange ActAudit under the Financial Instruments and Exchange ActTSE Examination PeriodTiming of audits under the Financial Instruments and Exchange Act will be discussed with independent auditors in the future.Spin-off andlisting completedFY23 Second-halftarget© 2022 Toshiba Corporation 16Conditions for Completing the Spin-offThe following conditions need to be satisfied to complete the Spin-off,requiring close coordination with regulatory authorities and expertsConditionApprox. Timing1. Obtain approval of the business restructuring plan pursuant to the Act on Strengthening Industrial Competitiveness2. Obtain shareholders approval for stock distribution 3. Establish an adequate internal control system and obtain listing approval from the Stock Exchange at Device Co.4. Procure sufficient equity and operating capital for business operations at Device Co. and Toshiba/Infrastructure Service Co. (in order to meet conditions for smooth transactions with financial institutions, including obtaining investment-grade issuer credit rating)5. Satisfy requirements for a tax-qualified Spin-offin FY22June 2023From 2022 until1H of FY23From 2022 untilcompletion of Spin-offFrom 2022 until completion of Spin-off© 2022 Toshiba Corporation 17Post-Spin-off Structure of Management and BoardPlan to establish a brand new structure with appropriate management for each company while committed to implement Spin-off plan• Elect directors and appoint executives who have deep industry expertise and clear vision Basic Policyfor growth• Build a brand new structure which includes external candidates• Proceed with candidate selection process as a course of implementation of the Spin-off, Next Stepswith an aim of building a new management structure • Board and management teams to be announced in due courseCorporate Structure• Device Co. will adopt “Company with Three Committees” corporate governance system as same as Toshiba/Infrastructure Service Co. © 2022 Toshiba Corporation 18Initiatives for Research and Development1. Current R&D organization will be divided between Toshiba/Infrastructure Service Co. and Device Co. respectively according to unique domains including basic research2. Shared basic domains will belong to Toshiba/Infrastructure Service Co., and maintain relationship of co-creation with Device Co. through service agreementToshiba/Infrastructure Service Co.Device Co.Unique domain of Toshiba/Infrastructure Service Co.(incl. forefront research)Unique domain of Device Co.(incl. forefront research)Approx. 201％Approx. 551％Service AgreementShared basic domainsApprox. 251％1. The ratio of researchers/all members in each domain.© 2022 Toshiba Corporation 1903Business Portfolio Evaluation© 2022 Toshiba Corporation 20Positioning of Each BusinessFocus management resources in areas with high ROIC and relevance with the focus areaRelationship with Focus AreasImprove toward FY25FY25 ROIC Hydrogen Energy SCiB Secondary Batteries Power Transmission and Distribution Renewable Energy Railway Systems Motors/Drives Data BusinessB• Hydrogen Energy• SCiB Secondary Batteries• Power Transmission and Distribution• Renewable Energy• Railway Systems• Motors/Drives• Data BusinessD• Printing• Power Generation Systems• Water Treatment• Social Systems/Defense• Security/AutomationA• Semiconductors• Storage• Semiconductor Manufacturing Devices (NFT)• Digital Solutions• ElevatorLighting•• Air Conditioning• RetailCROIC(FY21)© 2022 Toshiba Corporation 21Non-core BusinessesRelationship withFocus AreasROIC(FY21)DirectionAimAir ConditioningWeakHighExternalization• Growth in overseas marketsElevatorWeakHighExternalization• Growth in overseas marketsLightingWeakHighExternalization•Expansion of growing domainToshiba TecWeakRetail: HighPrinting:LowWork with Toshiba Tec •Facilitate Toshiba Tec’s own mid to long term business plan© 2022 Toshiba Corporation 22Strategy for Non-core BusinessesDecided to crystalize value of Building Solutions businesses through reorganization with partners and external capital injection to realize their growth potentials. Business collaboration with Toshiba/Infrastructure Service Co. will remainAir Conditioning•Sales have grown mainly overseas by leveraging its heat pump technology and VRF with high energy conservation capabilities, in coordinated efforts with its JV partner Carrier• We believe that reorganization with Carrier, a close partner with global sales channels, is the optimal strategy amid an expected increase in global demand going forwardElevatorLightingSolid client base mainly in Japan, based on its strong long-term reputation for high safety and product quality•• We reached the decision that reorganization involving an external party is a viable alternative to strengthen design and manufacturing capabilities aimed at capturing growth opportunities in the domestic renewal market, to adapt to digitalization of maintenance work and BIM1 technological innovation, and to establish a global production footprint•Profitability has increased in recent years due to structural reforms including the consolidation of production centers and improvements in basic earning power• We are accelerating the shift of technology and sales resources to the UV/Solutions Business, where future growth is expected. We reached the decision that reorganization involving an external party is a viable alternative to further strengthen the earning power of the businessToshiba Tecmid to long term business plan• We will work with Toshiba Tec in the short term to the extent practical to facilitate Toshiba Tec’s own 1. BIM: Building Information Modeling© 2022 Toshiba Corporation 23Reorganization ScheduleRetained external advisors to determine path to achieve maximum value in the most efficient time frame, considering unique circumstances at each company such as shareholder agreements with business partnersAir Conditioning• Entered into the share purchase agreement with Carrier today• Expect closing by the end of September 2022Elevator• Commence sell process as soon as possible• Aim to reach definitive agreement during FY22Lighting• Commence sell process during this year• Aim to reach definitive agreement during FY22Toshiba Tec• Will work with Toshiba Tec in the short term to the extent practical to facilitate Toshiba Tec’s own mid to long term business plan© 2022 Toshiba Corporation 2404Post-Spin-Off Financials© 2022 Toshiba Corporation 25Shareholder ReturnShareholder Return Policy• We will assess appropriate capital level on a regular basis, and return Ordinary Dividend•Increasing dividend payout in a stable and continuous way through our basic policy of targeting an average consolidated dividend payout ratio of at least 30%excess capital to shareholders including share repurchase*additional to ordinary dividendExpected shareholder return amount is 300B yen in the next 2 years (including proceeds from externalization of non-core businesses), on a condition of smooth execution of the business plan Through the refinement of the Spin-off plan, we revised our initial assumption of 100B yen that was announced last November••• We have executed additional large-scale shareholder return in the past as wellNovember 7, 2019Completed share repurchase of 700B yenJune 30, 2021 (basis date)Paid special dividend of 100 yen per share, totaling 49.9B yenSeptember 9, 2021Completed share repurchase of 100B yenDividends per Share (in yen)3030FY182020FY198080FY208080FY21Ordinary Dividend(Forecast)*to the extent that it would not interfere with the smooth execution of the business separation© 2022 Toshiba Corporation 26Key Financials of Two Companies and Capital PolicyPre-separationCore businessMarch/FY23)（・Key FinancialsPost-separationToshiba/Infrastructure Service Co.Toshiba/Infra-structure Service Co.excluding Kioxia）（Consolidated P/L2RevenueEBITDAMarginConsolidated B/STotal AssetsCommon EquityEquity RatioNet DebtNet D/EBITDANet D/ENon-consolidated B/SNet Asset23,1002,1009.1 %29,5009,90033.6 %1,9000.9 x0.2 x15,4001,2207.9 %22,6007,40032.7 %2,5002.0 x0.3 x1215,4001,2207.9 %19,4004,20021.6 %2,5002.0 x0.6 x(Unit: 100 million yen)Capital PolicyToshiba/Infrastructure Service Co.Aim for investment grade rating1 With a target of Net D/EBITDA=1.5x, capital allocation, further growth investment and shareholder return will be made by utilizing appropriate use of leverageMaintain dividend payout ratio of 30% or aboveAs of FY3/2023 post-separation:••Equity Ratio= Approx. 33%(22% excl. Kioxia)1Net D/EBITDA=2.0x2Assume to improve to the level of 1.5x in FY3/2025DeviceCo. Aim for investment grade rating1 Maintain net cash position and prioritize growth investment. Excess FCF to be returned to shareholders through flexible share repurchase Maintain dividend payout ratio of 30% or above As of FY3/2023 post-separation:Equity Ratio= Approx. 36%Maintain net cash position3••4Device Co.8,60088010.2 %6,9002,50036.2 %600▲0.7 x0.2 x▲▲34Distributable Amount3,9002,1001. Preliminary assumption which requires further/detailed discussions with credit rating agencies/lenders.2.For the purpose of showing the consolidated B/S metrics, the P/L of non-core business is excluded for one year regardless of the timing of externalization © 2022 Toshiba Corporation 27Overview of the Distributable AmountNeed to comply with distributable amount restrictions regulated by corporate law in addition to maintaining consolidated financial soundness. Spin-off itself needs distribution to the shareholders Shareholder returns provided through dividends and share repurchases cannot exceed the distributable amount as of the Regulations relating to Distributable Amount• Distributable amount is based on capital surplus from non-consolidated B/S Other capital surplus, other earnings surplus Paid-in capital, capital reserves, earnings reserves, treasury shares, other (valuation and translation adjustments, book value of stock acquisition rights, etc.)• Possible to reclassify paid-in capital or reserves as surplus, but a shareholders’ resolution and creditor objection procedures Pre-separationPost-separation¥1,800 +¥2,100 ¥1,800▲¥2,100 ¥3,900 effective dateare required¥4,800 Estimated Distributable Amount (in 100 million yen)7,0006,0005,0004,0003,0002,0001,0000¥3,000▲TargetedAdditionalShareholderReturnFY23/3①FY23/3②Sale ofNon-coreBusiness¹FY23/3③Share DistributionSpin-offPost-Separation1. The number is based on the current estimate of the sale proceeds and is subject to change.© 2022 Toshiba Corporation 28Toshiba/Infrastructure Service Co. – Business Plan 1Net SalesCAGR+5.3 % per annumUnit: 100 million yen）（Strategy20,00018,00016,00014,00012,00010,0008,0006,0004,0002,00001,000800600400200015,200 15,200 15,400 15,40016,100 16,10018,700 18,700FY21FY22FY23FY25Operating IncomeROS)1,2001,400（Unit: 100 million yen）（ROIC3FCF4540 540(3.6%)FY211,040650 650(4.2%)FY221,220EBITDA21,200 1,200(6.4%)FY251,980900 900(5.6%)FY231,590ו•••Enhance solutions through “x Digital”Expand value chain and digital solutions segments through new and existing partnershipsEnhance human capital development to strengthen DX and business operation capabilitiesIncorporate ROIC focused metricsOperating CF2,000ROICFCF ４3,0002,5001,5001,00050008%8%950190FY2158020FY229%1,250Unit: 100 million yen）（12%1,87098015%10%5%0%-5%-10%100FY23FY251. Figures are initial Proforma based on the assumptions of separating corporate functions, and will be revised during detailed review process. 2. EBITDA = Operating Income+Depreciation3. ROIC = (Net income-Non-controlling interest-Interest expense(1-tax rate))/(Net interest-bearing debt+Net assets) 4. Free Cash Flow© 2022 Toshiba Corporation 29Device Co. – Business Plan1 Net SalesCAGR+4.1 % per annumUnit: 100 million yen）（Strategy11,00010,0009,0008,0007,0006,0005,0007006005004003002001000• Power Semiconductors: CAPEX mainly towards 300mm Line Compounds: Accelerate the development of SiC and GaNsemiconductors 8,6008,6008,6008,6009,1009,10010,10010,100• Nearline HDDs: Promote capacity expansion for data centers• Mask Writers: Introduction of high-precision, high-productivity multi-beam machinesFY21FY22FY23FY25Operating IncomeROS)900800（Unit: 100 million yen）（ROIC3FCF432%550 550(6.4%)FY21770560 560(6.5%)FY22880EBITDA2800 800(7.9%)FY251,250600 600(6.6%)FY23980×24%24%Operating CFROICFCF ４2,0001,8001,6001,4001,2001,0008006004002000620190FY2172050FY22Unit: 100 million yen）（25%1,11055035%30%25%20%15%10%5%0%-5%-10%860290FY23FY251. Figures are initial Proforma based on the assumptions of separating corporate functions, and will be revised during detailed review process. 2. EBITDA = Operating Income+Depreciation3. ROIC = (Net income-Non-controlling interest-Interest expense(1-tax rate))/(Net interest-bearing debt+Net assets) 4. Free Cash Flow© 2022 Toshiba Corporation 30Capital Resources Allocation – Comparison of Actual and ProjectionFY16-20 Cumulative(Actual)FY21-25 Cumulative(Projection)Differenceunit: 100 million yen（）Toshiba/Infrastructure Service Co.Device Co.CapexR&DInvestment and lendingTotalCapexR&DTotal2,6003,4003106,3101,5003,0004,5004,0003,9001,2409,1402,9003,1006,000+1,400+500+930+2,830+1,400+100+1,500© 2022 Toshiba Corporation 31Toshiba Group – Revision of Consolidated Performance Forecast for FY21RevisedForecastPreviousForecastDifferenceKey Factors3.34T yen3.35T yen-10B yen155B yen4.6%）50B yen（170B yen5.1%）10B yen（（-15B yen-0.5%）+40B yen Shortage of semiconductors Impact of COVID-19, and others In addition to above, surge in prices of raw materials, etc Equity income/loss of Kioxia, and othersProfit before Tax205B yen180B yen+25B yenNet Income150B yen130B yen+20B yen* For equity gain/loss of Kioxia in FY21, it is for reference, which only actual performances from Q1-Q3 are included, and the future forecast is not included.© 2022 Toshiba Corporation 32Net SalesOperating Income(ROS%)Non-Operating Income/Loss***05Important matters on Toshiba/Infrastructure Service Co.© 2022 Toshiba Corporation 33Toshiba’s Rights Related to Kioxia and its MonetizationFormally requested Kioxia to conduct an IPO as early as possibleShareholder Rights and Management ParticipationConsideration on Monetization Voting rights attached to Kioxia shares owned Negotiated saleby Toshiba: 40.6% 1 Toshiba does not have any rights relating to Kioxia’s operations above and beyond those as a shareholder under the Companies Act. There are also no agreements related to management participation including Toshiba veto rights or rights to appoint directors to Kioxia’s board• Consent from other shareholders is required • Antitrust and foreign capital-related restrictions also apply Liens• A first lien has already been established on Toshiba’s Kioxia shares1. Toshiba has complete discretion over only 35.32% of voting rights, as voting rights relating to a 5.28% stake owned by Toshiba have been assigned to Innovation Network Corporation of Japan (INCJ). Voting rights were assigned to INCJ, a neutral organization which supports the strengthening of industrial competitiveness, to support Kioxia’s operations as an independent entity under a new management structure, providing operational independence while providing Toshiba with dividends and other economic benefits.© 2022 Toshiba Corporation 34Efforts Towards Monetization and Return of Kioxia SharesToshiba/Infrastructure Service Co. plans to consider various ways to monetize Kioxia shares in accordance with the shareholder returns policy announced in November 2021. Net sale proceeds willbe returned to Toshiba/Infrastructure Service Co. shareholders of record pursuant to applicable lawsUtilization of loss carryforwardsConfirming the shareholders’ opinion The loss carryforward of Toshiba/Infrastructure Service Co. is approx. 300B yen1 left as of March, 2021. Most of them will remain effective until March, 2029 or March, 2030 after the 10 years exemption period. Under tax laws, 50% of taxable income including profit from divestiture can be accounted for as loss carryforwards, creating tax benefit2 We plan to put forward a shareholder resolution outlining the policy for Kioxia shares at the upcoming EGM. Various options are being considered to achieve rapid monetization, including an IPO and negotiated sales to third parties In the event a new stock listing is achieved, existing bank liens will be dissolved and all the substantive3 sale proceeds at All substantive proceeds will be returned to Toshiba/Infrastructure Service Co. shareholders of record pursuant to the time of sales will belong to Toshibaapplicable laws1. Based on consolidated taxation group. (Based on taxable income. Tax merit is calculated as 50% of taxable income multiplied by tax rate)2. Applied to the entire taxable income, including externalization of non-core businesses which will consume the balance.3. After tax basis, and after excluding transaction fees, etc. basis© 2022 Toshiba Corporation 35Items Relating to Key ContractsTSAs1 will be in place and some major assets will be separated, to maintain business operationsToshiba/InfrastructureService Co.BrandSpecific to/mainly used in Toshiba/InfrastructureService Co. (IP, IT System, Corporate Functions)Shared Use(IP, IT System, Corporate Functions)$Brand Fee 2(0.2% of Net Sales)Agreement(IP shared usage,outsourcing of R&D,offering of IT,offering of staff functions, etc.)$Fee 3Device Co.Specific to/mainly used in Device Co.(IP, IT System, Corporate Functions)BrandsIPsSystemsBrands (trade name/trademarks) will be owned exclusively by Toshiba/Infrastructure Service Co. and licensed to subsidiaries (including Toshiba Tec) and Device Co. IP specific/mainly used for Device Co. will be separated, IP used by both companies will be owned by Toshiba/Infrastructure Service Co.and a contract will be signed with Device Co. IT Systems specific to/mainly used in Device Co. will be separated, systems used by both companieswill be owned by Toshiba/Infrastructure Service Co.until Device Co. set up its own new systemCorporateFunctionsFunctions necessary for Device Co. to become listed will be separated, TSA will be signed for Device Co. to use functions owned by Toshiba/Infrastructure Service Co.1. TSA: Transition Service Agreement2. Brand fee rate between Toshiba/Infrastructure Service Co. and Device Co., is a preliminary estimate based on initial assessment and may change in the process of reviewing details 3. Assuming 4 to 5B yen per annum, may change while considering separation of each function© 2022 Toshiba Corporation 3606Actions on SRC Recommendations© 2022 Toshiba Corporation 37Actions Taken in Response to SRC’s 7 RecommendationsFocused efforts in response to recommendations proposed by SRC in November7 RecommendationsForm Spin-off plan execution team (including external experts)Monetizing Kioxia shares and returning proceeds to shareholders, review of shareholding in Toshiba TecIncrease leverage and execute share repurchaseEstablish appropriate management team at each companyResponses(references)Established execution and PMO teams (also retained external advisors)P.15Aiming to maximize monetization and shareholder returns from Kioxia shares, in accordance with regulations, etc.We will work with Toshiba Tec in the short term to the extent practical to facilitate Toshiba Tec’s own mid to long term business planPlanning to return capital exceeding the appropriate level based on regular assessment and formulate capital and financial policy based on the appropriate capital structure after the separationPlan to establish a brand-new management structure with appropriate management for each companySeek opportunities to partner with potential candidatesContinuing to consider as one of the alternativesPortfolio review (including sale of businesses) and cost reductionIdentified non-core businesses and will externalize in a timely manner Offset transaction costs for the Spin-off by cost reductionsStrengthen ESG and act on recommendations of the governance reinforcement committeeMeasures to prevent recurrence have been formulated based on the report of the committeePursue carbon neutrality by 2050P.35P.21-24P.26-28P.18P.21-24P.11Published onDec. 16, 2021P.18© 2022 Toshiba Corporation 381234567Appendix© 2022 Toshiba Corporation 40Distributable Amount (as of March 2021)ConsolidatedNon-consolidatedDifference(Unit : 100 million yen)Distributable Amount and Consolidated/Non-consolidated DifferenceCommon StockAdditional paid in capitalLegal reserveRetained earnings (A)Accumulated other comprehensive lossTreasury stock at cost (B)Shareholders’ EquityDistributable amount (A+B)2,006224611,025-1,583-5111,6452,0065,00063166-507,0594,9500-42156,025-1,649-14,586Retained Earnings in Subsidiaries1,909 Netted retained earnings of subsidiaries both in surplus and in deficit Dividends within the group of approx. 130B yen to be paid in the following fiscal yearConsolidated/Non-consolidated Difference in Retained EarningsValuation Difference forKioxia2,665Other Consolidation Adjustments1,451Total (in 100million yen)6,025 In consolidation accounting, the re-investment amount of 350.5B yen was recognized straightforwardly as investment in equity method affiliate In non-consolidated accounting, the re-investment was recognized as investment continued from establishment of Toshiba Memory Inc., resulted in the cancellation of gain on sale and the devaluation to 84.0B yen Reversal entry of impairment losses on investment of subsidiaries betweenconsolidated and non-consolidated accounting© 2022 Toshiba Corporation 41Actual and Projected Distributable Amount (Non-consolidated)(Unit : 100 million yen)1,100▲1,2001,000▲550380▲5803,000▲2,1001,800▲4,9504,9503,4003,4004,8004,8003,9003,9001. Includes legal reserves2. Before additional shareholder return, divesture of non-core businesses, and share distribution spin-off3. Includes reversal of double-counted potential upstreaming (1,200)2,1002,100© 2022 Toshiba Corporation 42