Notice Regarding Reorganization of U.S. Subsidiaries and Change of Corporate Name

FASF

November 25, 2025

Company name: Tokai Carbon Co., Ltd. Representative: Hajime Nagasaka, President&CEO (Stock code: 5301: Prime Market, Tokyo Stock Exchange) Contact information: Tsunayuki Sato, Executive Officer,

Corporate Planning Department

Telephone: +81-50-1702-4901

Notice Regarding Reorganization of U.S. Subsidiaries and Change of Corporate Name

Tokai Carbon Co., Ltd (hereinafter "Tokai Carbon" or "we") is pleased to announce that today its Board of Directors passed a resolution to reorganize its U.S. subsidiaries by integrating three wholly-owned subsidiaries into one company and placing the surviving company under its U.S. holding company. The Board of Directors also resolved to change the company name of the surviving company. The Reorganization and the name change of the surviving company are scheduled to be implemented on January 1, 2026. Since the Reorganization is to be implemented between Tokai Carbon and its wholly owned subsidiaries, the information and details disclosed here are condensed in part.

1. Purpose of the Reorganization

   Tokai Carbon currently has three wholly-owned subsidiaries operating in the fine carbon business in the United States: Tokai Carbon U.S.A., Inc. (hereinafter "TCU"), established in 1996, KBR, Inc. (hereinafter "KBR") and MWI, Inc. (hereinafter "MM") acquired in 2024. By integrating these three companies operating in the same business, we aim to enhance business efficiency and competitiveness. Furthermore, by making the surviving company a wholly-owned subsidiary of our U.S. holding company, Tokai Carbon US Holdings Inc. (hereinafter "TCUSH"), we intend to strengthen our group governance.

2. Outline of the Reorganization

   1. Tokai Carbon will integrate its three wholly-owned and consolidated subsidiaries into one company., Tokai Carbon will implement an absorption-type merger effective January 1, 2026, with TCU as the surviving company and KBR and MM as the dissolved companies.

   2. Immediately after the integration above, Tokai Carbon will make a contribution in kind of all shares of TCU to TCUSH. As a result of this contribution, TCU will become a subsidiary of TCUSH.

      The effective date is scheduled to be January 1, 2026.

   3. The company name of TCU will be changed to Tokai Carbon GS, Inc. on the same date.

3. Overview of the Merging Companies

   	Surviving Company	Dissolved Company	Dissolved Company
   (1) Name of Company	Tokai Carbon U.S.A., Inc,	KBR, Inc.*	M//l, Inc.
   (2) Location	4495 NE 59* Avenue Hillsboro 97124, U.S.A.	2000W Gayload Street, Long Beach, CA 90813, U.S.A.	1269 Brighton-Henrietta Townline Road, Rochester, NY,14623, U.S.A.

   (3) Name and Title of Representative	President Hideharu Miyoshi	President Hideharu Miyoshi	President Hideharu Miyoshi
   (4) Business Description	Manufacturing and Sales of Graphite Products	Manufacturing and Sales of Processed Graphite Products	Manufacturing and Sales of Processed Graphite Products
   (5) Capital	USD 16,200 thousand	USD 5 thousand	USD 10 thousand
   (6) Year Established	1996	1936	1990
   (7) Shares Outstanding	162,000 shares	10,000 shares	1,042,927 shares
   (8) Fiscal Year End	December	December	December
   (9) Major shareholders and Ownership Ratio	Tokai Carbon 100%	Tokai Carbon U,S.A, 100%	KBR 59.8% Tokai Carbon U.S.A. 40.2%

   *Registered as Electro-Tech Machining, Inc. in California

4. Overview of TCUSH

   (1) Name of Company	Tokai Carbon US Holdings Inc.
   (2) Location	6210 Ardrey Kell Road, Suite 270, Charlotte, NC, 28277, USA
   (3) Name and Title of Representative	President Tsunayuki Sato
   (4) Business Description	Holding Company Providing corporate services to U.S. subsidiaries
   (5) Capital	Before Contribution in Kind: USD 585,001 thousand After Contribution in Kind: USD 601,201 thousand (Planned)
   (6) Year Established	2008
   (7) Fiscal Year End	December
   (8) Major shareholders and Ownership Ratio	Tokai Carbon 100%

5. Outlook

Since this is the Reorganization within the consolidated group of Tokai Carbon, the impact of the Reorganization on the Company's this fiscal year's consolidated results of operations will be insignificant.

Reference: Corporate Structure Based on Voting Rights (%)

[ Current ] Ratio oI' Veting RighIs Owned (°e)

100$

100$

40.20

1 OOH

100$

19.80%

100%

planuteactuJ ing ac d SaJes of Prooessed Gr aphite n o‹lucts

T0k0I Cnrbon GE

of gj"cphire e|ect j'odes

?denufae turing and sales o f carbon brack

Tol;ai Carlton CB

ToI‹ai Carbon

1 00

ToLai CaJ-boB US Holdings

100

100*

100

and sales ofi cer bon black

[Post-reor8anization] Rntio uF Vufing Rig|jts Owned (^.•)

End of Notice