Sale of Toshiba Memory Corporation Approved by Toshibas Shareholders

TOKYO--Toshiba Corporation (TOKYO: 6502) today held an extraordinary shareholders' meeting where Toshiba's shareholders approved the Share Purchase Agreement (SPA) previously entered into with K.K. Pangea (Pangea), a special purpose acquisition company formed by the consortium led by Bain Capital Private Equity, LP (including affiliates of Bain), for the sale of all shares of Toshiba's wholly-owned subsidiary Toshiba Memory Corporation (TMC).

SanDisk LLC, a wholly owned subsidiary of Western Digital Corporation, and certain of its subsidiaries, have filed for arbitration before the International Chamber of Commerce (ICC) International Court of Arbitration regarding the sale. Despite SanDisk and Western Digital's opposition, Toshiba remains fully determined to resolve the issue through the arbitration process, and looks forward to receiving the arbitrators' decision.

Since signing the SPA on September 28, 2017, Toshiba and Pangea have been jointly working towards the closing of the transaction by the end of March 2018. Today's approval of the SPA by Toshiba's shareholders is an important step towards closing.

Details on the Extraordinary General Meeting of Shareholders

i. Date and time: Tuesday, October 24, 2017, at 10:00 a.m. to 12:52 pm

ii. Venue: Makuhari Event Hall, Makuhari Messe

2-1, Nakase, Mihama-ku, Chiba, Japan

iii. Number of shareholders present: 633

iv. Number of shareholders: 302,636

(256,119 with voting rights)

v. Meeting agenda

Subjects for Report

Details of business reports, consolidated financial statements and reports on the results of the audit of the consolidated financial statements for the 178th financial year (from April 1, 2016 to March 31, 2017; FY2016), and other matters.

Subjects for Resolution (all three proposals approved)

First proposal: Approval of non-consolidated financial statements for FY2016

Second proposal: Election of ten (10) directors

Third proposal: Approval of a Share Purchase Agreement (SPA) for the sale of a consolidated subsidiary

Note: The third proposal concerns the signing of an SPA for the sale by Toshiba of all shares of Toshiba Memory Corporation (TMC) to K.K. Pangea (Pangea), a special purpose acquisition company formed by the consortium led by Bain Capital Private Equity, LP (including affiliates of Bain).

LINK:	http://www.toshiba.co.jp/about/press/2017_10/pr2401.htm...
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