to our stockholders · aircraft center, a comprehensive technical development center covering the...

1

Notice of the 128th Ordinary General Meeting of StockholdersJune 2009

Dear Stockholder: Please take notice that the 128th Ordinary General Meeting of Stockholders of the Company will be held as set forth to the right and that you are cordially invited to attend.

If you do not expect to attend the meeting, you can exercise your voting rights by either of the following methods outlined below. Please review the accompanying information and exercise your voting rights by 5:30 p.m., Tuesday, June 23, 2009 (Japan standard time). Voting via Mail: Please indicate your consent or dissent for each item listed on the enclosed voting form and return the form to us by the time described above. Voting via the Internet: Please access the website designated for the exercise of voting rights (http://www.web54.net (*1)) with your browser and enter the proxy code and temporary password supplied on the enclosed voting form. Then please follow the instructions and enter your vote for each proposition.

When you exercise your voting rights via the Internet, please review the “A Guide for the Exercise of Voting Rights via the Internet” on page 48. June 2, 2009 Sadayuki Sakakibara President and Chief Executive Officer and Chief Operating Officer Toray Industries, Inc. 1-1, Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo 103-8666, Japan

Notes 1. Date and time of meeting:

Wednesday, June 24, 2009, 10 a.m. 2. Place:

Tokyo International Forum (Hall C), 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo, Japan

3. Matters to be discussed and to be reported:

1. The Business Report and Consolidated Financial Statements for the 128th business year (from April 1, 2008 to March 31, 2009), and Reports of Independent Auditors and Corporate Auditors on the relevant Consolidated Financial Statements conducted respectively.

2. Report on the Nonconsolidated Financial Statements for the 128th business year (from April 1, 2008 to March 31, 2009)

Matters to be acted upon: Proposition No. 1:

Appropriation of Surplus ························ 36

Proposition No. 2: Partial Amendments to the Articles of Incorporation········································ 37

Proposition No. 3:

Election of four Members of the Board······ 40

Proposition No. 4: Election of two Corporate Auditors ·········· 42

Proposition No. 5: Election of one Substitute Corporate Auditor ················································ 44

Proposition No. 6: Granting of Retirement Benefits for retiring Members of the Board and retiring Corporate Auditors ································ 45 (*1) Please note that the website (http://www.web54.net) is available only in Japanese.

To Our Stockholders

2


4. Matters decided upon convocation: (1) If a stockholder exercises two or more

online votes, only the latest vote shall be effective.

(2) If a stockholder exercises his/her vote in

duplicate, both online and via the enclosed proxy form, only the online vote shall be effective.

If you attend the meeting in person, please present the enclosed proxy form to the receptionist.

If the Company finds the need to make any correction in the Voting Information, Business Report, Nonconsolidated Financial Statements, or Consolidated Financial Statements, the Company will announce the correction through the Company's website (http://www.toray.co.jp (Japanese only)). If attending the meeting by proxy, a stockholder may exercise his voting rights by authorizing one (1) other stockholder with voting rights to act as his/her proxy as stipulated in the Articles of Incorporation of the Company, provided that such proxy shall submit to the Company a document evidencing his or her power of representation, such as power of attorney.

3


1. Review of Operations of Toray Group (1) Operations and Results for the Period The Business Environment and Trends in Sales and Profitability During the period under review, the world economy, which underwent only a relatively moderate slowdown in the first six months despite surges in oil and other resource prices and large fluctuations in foreign currency exchange rates, slumped to a worldwide recession in the second half. Reflecting the worsening financial crisis that originated in the U.S., overall demand shrank rapidly and drastically. While the U.S. and European economies worsened with each passing month and China and other emerging economies slowed down significantly, Japanese economy also registered a steep decline, with both domestic and foreign demand weakening sharply. Under such business environment, Toray Group continued its efforts to reform business structure and enhance earnings strength under the mid-term business strategies “Project Innovation TORAY 2010” (“IT-2010”) launched in October 2006. At the same time, to cope with the increases in raw materials and fuel prices in the first half, the Group took actions to reduce costs, transfer cost increases on to selling prices and shift to high value added products. It also strived to reduce capital investments, cut down expenses and adjust inventory levels in response to the economic slowdown. Despite these efforts, the significant drop in demand in the second half meant that consolidated net sales for the fiscal year ended March 31, 2009 declined 10.8% on a year-on-year basis to ¥1,471.6 billion. Operating income was ¥36.0 billion, down 65.2% from the previous fiscal year, reflecting reduced output to adjust inventory levels, and ordinary income was ¥20.5 billion, down 77.6% year-on-year partly due to foreign exchange loss. The Group posted a net loss of ¥16.3 billion reflecting extraordinary losses of ¥43.0 billion including loss on

write-down of investment securities and loss from impairment of property, plant and equipment. Operations and results by business segment are as follows. Fibers and Textiles In Japan, reflecting weak demand for clothing, the movement of goods for apparel applications remained sluggish on the whole except for some sewn products. Demand for products for industrial applications, which remained relatively strong in the first half of the fiscal year, declined significantly in the second and the sales volume decreased especially in the automotive sector. Overseas, though some businesses such as suede-like microfiber textile business in Europe and nylon fiber and textile operations for air bag applications in Thailand kept steady sales through summer, almost all businesses were affected by the economic slowdown in the second half. As a result, total sales of Fibers and Textiles declined 10.7% to ¥569.0 billion from the previous year and operating income fell 64.1% to ¥7.7 billion. Plastics and Chemicals In the plastic resins business, after posting robust sales in the automotive and electrical and electronics applications in the first half, sales volume of products declined across the board in the second half. In the films business, though sales volume for solar cell applications rose, shipment of products for other applications slowed down in the second half. As a result, overall sales of Plastics and Chemicals decreased 6.5% year-on-year to ¥377.6 billion, and operating income plummeted 80.3% to ¥4.1 billion. IT-related Products In the IT-related Products segment, sales of coating materials for semiconductors, materials used in liquid crystal displays and PDP materials were relatively strong through the first half. In the second half, however, sales volume dipped for

[Attached Documents] Business Report (from April 1, 2008 to March 31, 2009)

4


most products, except liquid crystal-related manufacturing equipment, due to the impact of production adjustments in such industries as flat panel displays, semiconductors and electronic parts. As a result, sales of IT-related Products fell 19.1% to ¥229.4 billion and operating income dropped 67.0% to ¥9.8 billion. Carbon Fiber Composite Materials In the Carbon Fiber Composite Materials segment, the Group is actively pursuing development of new applications with focus on automobile, environment and energy applications. Demand for the carbon fiber composite materials is expected to continue growing over the medium- to long-term, including in aircraft and industrial applications. In the short term, however, the market eased off mainly in general purpose products as manufacturers in the industry expanded production capacity, and the global economic downturn resulted in low shipping volume for sports and industrial applications. Sales in aerospace applications also decreased.

On the whole, reflecting the impact of foreign exchange fluctuations, the Carbon Fiber Composite Materials registered a year-on-year sales decline of 15.8% to ¥70.4 billion and operating income fell 53.6% compared to the previous year to ¥8.4 billion. Environment and Engineering In the Environment and Engineering segment, sales volume of water treatment membranes such as reverse osmosis membranes expanded in overseas markets including China and the Middle East. On the contrary, domestic performance at a water treatment engineering subsidiary remained sluggish. Overall sales of the segment fell 7.5% to ¥160.2 billion and operating income declined 66.1% to ¥3.3 billion compared to the previous year, partly reflecting lower revenues from the engineering and condominium businesses at domestic subsidiaries.

Life Science and Other Businesses In the pharmaceuticals and medical products business, sales volume of artificial kidneys registered an increase despite the severe business conditions. However, overall sales in the business declined compared with the previous year, reflecting the significant impact of falling pharmaceutical prices due to revision of National Health Insurance (NHI) drug prices and medical device reimbursement prices as well as intensified competition. In January 2009, an oral antipruritus drug for hemodialysis patients REMITCH® developed jointly by the Company, Japan Tobacco Inc. and Torii Pharmaceutical Co., Ltd. received approval. Torii Pharmaceutical launched the product in March. On the whole, total sales of Life Science and Other Businesses fell 4.3% year-on-year to ¥64.9 billion and operating income of the segment dropped 49.4% to ¥3.2 billion, partly reflecting declining transactions at a domestic trading subsidiary and falling orders at an analysis service subsidiary. New Businesses and Investments In the fiscal year under review, Toray Group in June 2008 opened the Automotive Center at the Nagoya Plant. Consequently, the Group in April 2009 opened the Advanced Composite Center at the same plant and established the Automotive & Aircraft Center, a comprehensive technical development center covering the automobile and aircraft fields, comprising the two centers. The move is aimed at reinforcing the advanced materials businesses targeting the “automobile and aircraft” applications. In November 2008, Toray agreed with China National BlueStar (Group) Co., Ltd., one of China’s most prominent state enterprises, to establish a water treatment joint venture Toray Blue Star Membrane (Beijing) Co., Ltd.. The new company is expected to start manufacturing reverse osmosis membrane products based on Toray’s cutting-edge technology in April 2010 to cater to the rising demand in China for recycling of sewage water and seawater desalination.

5


Furthermore, in December 2008, the Company made equity participation in carbon fiber reinforced plastics (CFRP) parts manufacturer in Germany ACE Advanced Composite Engineering GmbH to establish a local development and manufacturing base of CFRP for automotive applications in Europe. The Company aims to significantly expand the CFRP-based auto parts business, which is expected to grow dramatically in the future, by developing and producing CFRP parts in Europe, where the use of such parts for automobiles is more advanced than in the other markets. Other Corporate Activities Toray Group invests continuously in facilities, research & development, and human resources in order to ensure steadily sustainable growth in the future. In research & development, the Group has been vigorously developing products based on core technologies, namely organic synthetic chemistry, polymer chemistry, and biochemistry, as well as nanotechnology. By fully using these core technologies, the Group pushes forward with product and technology development with an emphasis on contributing to solving global environmental issues. These include the use of polylactic acid to develop environmentally friendly products made from non-petroleum raw materials such as fiber, plastic resin, and film products; and the development of carbon fiber composite materials which contribute to the reduction of greenhouse gas emissions by significantly saving the weight of automobiles and aircraft.

Toray Group assigns the highest managerial priority to safety, accident prevention, and environmental preservation while proactively promoting CSR (Corporate Social Responsibility). Toray seeks to ensure these measures by directing the entire-group through company-wide committees such as the Corporate Ethics Committee and the CSR Committee. Toray also takes a field-rooted approach by conducting CSR line activities at each workplace. Amid this, in March 2009, in relation to the sales price of cross-linked highly foamed polyethylene sheet,

Toray PEF Products, Inc., a subsidiary of the Company, received a cease and desist order and a surcharge payment order from the Japan Fair Trade Commission, and the Company received a cease and desist order as well. The Group gravely accepts this and again is committed to thoroughly ensure corporate ethics and legal compliance. To contribute to society through CSR activities, Toray Group supports the development of science and technology in Japan through the activities of the Toray Science Foundation established in 1960, while lending similar support in Indonesia, Thailand, and Malaysia through the Toray Science Foundations established in those countries. Toray also lends support to artistic, cultural, medical, educational, and sporting activities. In October 2008 Toray received the 2008 Humanitarian Award from the United Nations Association of New York, as the first Japanese winner, in recognition of its various environmentally friendly business activities including its involvement in areas such as seawater desalination and water treatment, and its contributions to greenhouse gas reduction with carbon fibers to promote climate change prevention and sustainable social growth. Toray will exploit leading-edge technology and the “power of chemistry” to solve global issues such as climate change and environmental problems. It will also innovate technologies related to securing water and saving natural resources, energy saving, and the development of advanced materials and products. Through these efforts, Toray is determined to contribute to establishing a recycle-oriented society capable of sustainable growth. (2) Issues to be tackled In April 2006, the 80th anniversary of its foundation, Toray Group established “AP (Action Program) － Innovation TORAY 21,” a long-term corporate vision incorporating the great aspiration to become a global top company of advanced materials. In pursuit of this vision, the

6


Group established the mid-term business strategies “Project Innovation TORAY 2010” (“IT-2010”) in October 2006, undertaking the challenge of further growth through innovation. Guided by “IT-2010,” the Group proactively implemented various activities to transform into a highly profitable business group. Toray Group will continue to adhere to the fundamental, underlying principles of “AP-Innovation TORAY 21” and “IT-2010.”

However, with the global economy in a deep recession, the demand for various products including basic materials has fallen significantly, magnified by inventory de-stocking process across supply chains. Toray Group has also been forced to reduce production in a number of its businesses. Severely affected by the global recession, the urgent priority of the Group is the implementation of emergency measures to overcome the drastic changes of the business environment.

Over the next two years, the Group will focus it efforts on surviving the economic crisis. As a basic strategy to guide the efforts, the Group has established a new medium-term management program “Project IT-II (Innovation TORAY II)” launched in April 2009.

Under “IT-II”, Toray Group will be open to bold and rapid development of initiatives to improve earnings, which are: total cost reduction including reduction in fixed remuneration of and return of bonuses from executives of the Company, maximization of earnings by ensuring sales through every possible effort, optimization of the scale and systems of the businesses in response to structural changes in the business environment, in-depth reduction of capital expenditures and working capital, and promotion of business structure reform to prepare for future growth.

To address these challenges, Toray will promote three group-wide projects － Total Cost Reduction Project, “Action Program for Survival” Project, and “Action Program for Growth” Project. Through these projects, the Group will implement comprehensive measures to bolster earnings as well as promote a growth strategy from the

viewpoint of providing solutions for the constraining factors on economic growth in response to socioeconomic structural changes.

Toray Group recognizes this crisis as the severest challenge in the history of the Company as well as an opportunity for growth. Through our concerted efforts, we will overcome the current economic crisis and carve out a new future to achieve sustainable growth as a highly profitable business group. We hope all stockholders will grant continued understanding and support in the future.

7


(3) Investment in Fixed Assets The following are major investments in production facilities that have been implemented during the business year. 1) Major production facilities completed during the

year: Plastics and Chemicals and IT-related Products: Expansion of production facilities for ABS resin (at Toray Plastics (Malaysia) Sdn. Berhad) IT-related Products: Expansion of production facilities for TAB and COF tapes (at STEMCO, Ltd.) 2) Establishment or expansion of major production

facilities under construction: Fibers and Textiles, Plastics and Chemicals, IT-related Products, Carbon Fiber Composite Materials and Environment and Engineering: Expansion of power generation facilities (at Toray Ehime Plant) Plastics and Chemicals: Establishment of production facilities for polypropylene film (at Toray Films Europe S.A.S.) Plastics and Chemicals and IT-related Products: Expansion of production facilities for polyester film (at Toray Shiga Plant and others) Carbon Fiber Composite Materials: Expansion of production facilities for carbon fiber (at Toray Ehime Plant) Carbon Fiber Composite Materials: Expansion of production facilities for carbon fiber and others (at Toray Carbon Fibers America, Inc. and others) Environment and Engineering: Establishment of production facilities for reverse osmosis membrane (at Toray Blue Star Membrane (Beijing) Co., Ltd.)

Note: Toray Blue Star Membrane (Beijing) Co., Ltd is under preparation for establishment as of the end of the period under review.

(4) Financing Activities Toray Group raised funds from financial institutions, mainly in the form of bank loans, during the business year. No material funds were raised through the issuance of shares or bonds. (5) Financial Highlights Toray Group (Consolidated basis)

Years ended Billions of yen

except per share data March 31 2006 2007 2008 2009 Net sales ¥1,427.5 ¥1,546.5 ¥1,649.7 ¥1,471.6Operating income 93.0 102.4 103.4 36.0Ordinary income 87.7 97.5 91.5 20.5Net income (loss) 47.4 58.6 48.1 (16.3)Net income (loss)

per share (yen) 33.72 41.84 34.34 (11.66)Net assets 537.0 649.7 642.2 512.6Total assets 1,537.4 1,674.4 1,698.2 1,523.6 Note 1: Net income (loss) per share is calculated based on the

average number of shares outstanding during the year after deducting stocks bought back by the Group.

Note 2: Figures are shown rounded to the nearest ¥0.1 billion. Note 3: Since the fiscal year ended March 2007, the Company has

adopted “Accounting Standard for Presentation of Net Assets in the Balance Sheet” (Accounting Standards Board of Japan (ASBJ) Statement No. 5, December 9, 2005) and “Guidance on Accounting Standard for Presentation of Net Assets in the Balance Sheet” (ASBJ Guidance No. 8, December 9, 2005).

8


(6) Major Subsidiaries

Capital stock (Millions)

Toray’s stake (%)

Main business

Ichimura Sangyo Co., Ltd. ¥1,000 85.00 Manufacturing and sales of raw materials for fibers and woven and knitted fabrics, and plastics products

Toray International, Inc. ¥2,016 100.00 Trading of textile products and plastics products, etc.

Chori Co., Ltd. ¥6,800 50.10 Purchasing and sales of textile products and chemical products, etc.

Toray Engineering Co., Ltd. ¥1,500 99.99 General engineering Toray Plastics (America), Inc. US$238 －

(100.00) Manufacturing and sales of polyester and polypropylene films, and polyolefin foam

Toray Carbon Fibers America, Inc. US$145 － (100.00)

Manufacturing and sales of carbon fibers

P.T. Indonesia Toray Synthetics US$105 92.37 (7.63)

Manufacturing and sales of nylon fibers and polyester fibers

Penfabric Sdn. Berhad RM86 100.00 Manufacturing and sales of polyester and cotton blended woven fabrics

Penfibre Sdn. Berhad RM350 100.00 Manufacturing and sales of polyester fibers and films

Toray Fibers (Nantong) Co., Ltd. RMB1,879 90.00 (10.00)

Manufacturing and sales of synthetic fibers and chips

Toray Saehan Inc. Won356,900 100.00 Manufacturing and sales of polyester films, polyester filament yarns and nonwoven fabrics

Note: Figures in parenthesis under “Toray’s stake” indicate Toray's subsidiaries’ stake.

9


(7) Main Business Manufacturing, processing and sales of the following products, among others: Fibers and Textiles: Filament yarns, staple fibers, spun yarns, woven and knitted fabrics of nylon, polyester, acrylic and others; non-woven fabrics; man-made suede; apparel products. Plastics and Chemicals: (Except films and plastic products included in IT-related Products listed below) Nylon, ABS, PBT, PPS and other resins and molded products, polyolefin foam; polyester, polypropylene, PPS and other films and processed film products; raw materials for synthetic fibers and other plastics; gypsum; zeolite catalysts; fine chemicals such as raw materials for pharmaceuticals and agrochemicals; veterinary medicines. IT-related Products: Films and plastic products for information and telecommunications related products; electronic circuits and semiconductor-related materials; color filters for LCDs and related materials; materials for plasma display panels; magnetic recording materials; graphic materials and IT-related equipment. Carbon Fiber Composite Materials: Carbon fibers, carbon fiber composite materials and their molded products. Environment and Engineering: Comprehensive engineering; condominiums; industrial equipment and machinery; environment-related equipment; water treatment membranes and related equipment; materials for housing, building and civil engineering applications. Life Science and Other Businesses: Pharmaceuticals and medical products; analysis, physical evaluation and research services.

(8) Directory 1) Toray Industries, Inc. Head Office: 1-1, Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo 103-8666, Japan Second Head Office Building: 8-1, Mihama 1-chome, Urayasu, Chiba 279-8555, Japan Osaka Head Office: 3-3, Nakanoshima 3-chome, Kita-ku, Osaka 530-8222, Japan Branches: Nagoya (Aichi), Hokuriku (Fukui), Kyushu (Fukuoka) and Tohoku (Miyagi) Plants: Shiga, Seta (Shiga), Ehime, Nagoya (Aichi), Tokai (Aichi), Aichi, Okazaki (Aichi), Mishima (Shizuoka), Chiba, Tsuchiura (Ibaraki), Gifu and Ishikawa Laboratories: Fibers and Textiles Research Laboratories (Shizuoka), Films and Films Products Research Laboratories (Shiga), Chemicals Research Laboratories (Aichi), Composite Materials Research Laboratories (Ehime), Electronic and Imaging Materials Research Laboratories (Shiga), Global Environment Research Laboratories (Shiga), Pharmaceutical Research Laboratories (Kanagawa), New Frontiers Research Laboratories (Kanagawa), Specialty Materials Research Laboratories (Shiga) 2) Major Subsidiaries Ichimura Sangyo, Co., Ltd. (Ishikawa, Japan) Toray International, Inc. (Tokyo, Japan) Chori Co., Ltd. (Osaka, Japan) Toray Engineering Co., Ltd. (Tokyo, Japan) Toray Plastics (America), Inc. (U.S.A.) Toray Carbon Fibers America, Inc. (U.S.A.) P.T. Indonesia Toray Synthetics (Indonesia) Penfabric Sdn. Berhad (Malaysia) Penfibre Sdn. Berhad (Malaysia) Toray Fibers (Nantong) Co., Ltd. (China) Toray Saehan Inc. (Korea)

10


(9) Employees

Segment by type of business Number of employees Increase (decrease) from the end of last fiscal year

Fibers and Textiles 18,372 (1,135)

Plastics and Chemicals 5,754 (109)

IT-related Products 5,213 (9)

Carbon Fiber Composite Materials 1,855 (117)

Environment and Engineering 3,227 55

Life Science and Other Businesses 3,503 674

Total 37,924 (641)

(10) Principal Lenders Outstanding loan amount (Millions of yen) Sumitomo Mitsui Banking Corporation 62,568 The Bank of Tokyo-Mitsubishi UFJ, Ltd. 50,242 Nippon Life Insurance Co. 33,070 Meiji Yasuda Life Insurance Co. 23,365 Sumitomo Life Insurance Company 23,154

11


2. Stock Information (1) Total Number of Shares Authorized to be Issued: 4,000,000,000 shares (2) Number of Shares of Common Stock in Issue: 1,401,481,403 shares (3) Number of Stockholders at March 31, 2009: 202,254 (4) Principal Stockholders:

Number of shares held (Thousands)

Percentage of total shares (%)

Nippon Life Insurance Co. 65,019 4.64 Japan Trustee Services Bank, Ltd. (Trust 4G Account) 62,509 4.46 The Master Trust Bank of Japan, Ltd. (Trust Account) 62,147 4.43 Mitsui Life Insurance Co., Ltd. 47,948 3.42 Japan Trustee Services Bank, Ltd. (Trust Account) 39,736 2.84 Sumitomo Mitsui Banking Corporation 30,022 2.14 The Dai-ichi Mutual Life Insurance Co. 26,484 1.89 Japan Trustee Services Bank, Ltd. (Trust 4 Account) 19,863 1.42 Mitsui Fudosan Co., Ltd. 19,460 1.39 Mitsui Sumitomo Insurance Co., Ltd. 17,638 1.26

3. Stock Acquisition Rights Convertible Bonds (convertible bonds type - bonds with stock acquisition rights) Euro Yen Zero Coupon Convertible Bonds

due 2012 (issued on March 12, 2007)

Euro Yen Zero Coupon Convertible Bonds

due 2014 (issued on March 12, 2007)

Date of resolution of issuance February 22, 2007 February 22, 2007

Number of Stock Acquisition Rights 10,000 10,000

Type and number of shares to be issued

upon conversion

Common Stock:

44,247,787 shares

Common Stock:

45,703,839 shares

Issue price of Stock Acquisition Rights No consideration No consideration

Conversion price 1,130 yen 1,094 yen

Outstanding price of Convertible Bonds 50,000 million yen 50,000 million yen

Note: The number of shares to be issued upon conversion is computed based on the outstanding price of Convertible Bonds divided by the conversion price.

12


4. Members of the Board and Corporate Auditors (1) Names and Titles Akikazu Shimomura, Chairman of the Board, (Chairman, Toray Industries (China) Co., Ltd.; President, Japan Textile Federation Chairman, Nanotechnology Business Creation Initiative) Sadayuki Sakakibara, President and Chief Executive Officer and Chief Operating Officer and Representative Member of the Board Chiaki Tanaka, Executive Vice President and Representative Member of the Board (In charge of Resins ＆ Chemicals Division, Films Division, Pharmaceuticals & Medical Products Division, Intellectual Property Division, Information Systems Division, and Automotive Material Strategic Planning Dept.; General Manager, Technology Center) Yukihiro Sugimoto, Executive Vice President and Representative Member of the Board (In charge of Marketing and Sales; in charge of Corporate Marketing Planning Dept., E-Commerce Development Dept., and branches; General Manager, Fibers & Textiles Division) Akihiro Nikkaku, Executive Vice President and Representative Member of the Board (In charge of Engineering Division, Product Safety & Quality Assurance Planning Dept.; General Manager, Water Treatment & Environment Division; General Manager, Manufacturing Division; Chairman, Toray Asia Pte. Ltd.) Shinichi Koizumi, Executive Vice President and Representative Member of the Board (In charge of International Operations; General Manager, International Division; General Manager, Corporate Strategic Planning Division) Osamu Nakatani, Senior Vice President and Representative Member of the Board (Member of the Executive Committee) (In charge of Personnel & Industrial Relations Division and Security Trade

Administration Dept.; General Manager, Affiliated Companies Division; Director, Soda Aromatic Co., Ltd.; Director, Japan Vilene Company, Ltd.) Masayoshi Kamiura, Senior Vice President (Member of the Board and Member of the Executive Committee) (General Manager, Torayca & Advanced Composites Division) Junichi Fujikawa, Senior Vice President (Member of the Board and Member of the Executive Committee) (General Manager, Corporate Strategic Planning Division; General Manager, Electronics & Information Related Products Division; General Manager, IT Business SBU) Eizo Tanaka, Senior Vice President (Member of the Board and Member of the Executive Committee) (Vice Chairman and President, Toray Industries (China) Co., Ltd.; Chairman and President, Toray Trading(Shanghai) Co.,Ltd.; Chairman, Toray Jifa (Qingdao) Textile Co., Ltd.) Norihiko Saitou, Senior Vice President (Member of the Board and Member of the Executive Committee) (In charge of CSR; General Manager, Investor Relations Dept., Corporate Communications Dept., Internal Control Dept., and Advertising Dept.; General Manager, General Administration & Legal Division; General Manager, Tokyo Head Office) Kazuhiro Maruyama, Senior Vice President (Member of the Board and Member of the Executive Committee) (General Manager, Pharmaceuticals & Medical Products Division; General Manager, Purchasing & Logistics Division) Hideyasu Okawara, Senior Vice President (Member of the Board) (General Manager, Technology Center (Functional Materials & Products Development Center), Manufacturing Division (Fibers Processing, Textile Development Center); General Manager, Fibers & Textiles Technical Application 1st Dept.; Director, SAKAI OVEX Co., Ltd.; Chairman, Japan Textile Evaluation Technology Council)

13


Kazushi Hashimoto, Senior Vice President (Member of the Board) (General Manager, Textiles Division; General Manager, Fibers & Textiles Division (Global Operations Dept.); General Manager, Osaka Head Office; Director, Komatsu Seiren Co., Ltd.) Toshiyuki Takeda, Senior Vice President (Member of the Board) (Assistant General Manager, Manufacturing Division; General Manager, Manufacturing Division (Fibers and Textiles)) Takeo Togano, Senior Vice President (Member of the Board) (General Manager, Films Division) Toshiyuki Asakura, Senior Vice President (Member of the Board) (General Manager, Resins & Chemicals Division; General Manager, Resins Division; General Manager, Resins Ecology & Recycling Dept.; Chairman, Toray Jixiang Plastics (SuZhou) Co., Ltd.) Nobuo Suzui, Senior Vice President (Member of the Board) (General Manager, Manufacturing Division (Films)) Kenichiro Oka, Vice President (Member of the Board) (General Manager, Electronics & Information Materials Division) Kiyoshi Fukuchi, Vice President (Member of the Board) (General Manager, Personnel & Industrial Relations Division; Chairman, Toray Health Insurance Society; Chairman, Toray Corporate Pension Fund) Akira Uchida, Vice President (Member of the Board) (General Manager, Finance & Controller's Division; President, Toray Holding (U.S.A.) Inc.; President, Toray Capital (America), Inc; President, Toray Capital (Europe) B.V.; Director, Atsugi Co., Ltd.) Koichi Abe, Vice President (Member of the Board) (General Manager, Research & Development Division; General Manager, Basic Research Laboratories) Moriyuki Onishi, Vice President (Member of the Board) (General Manager, Torayca Division)

Takao Sano, Vice President (Member of the Board) (General Manager, New Projects Development Division; General Manager, Technology Center (Technology Development Promoting Dept.), Engineering Division (Engineering Development Center); General Manager, Technology Center Planning Dept.) Shinichi Okuda, Vice President (Member of the Board) (General Manager, Engineering Division) Hidekatsu Nakagawa, Vice President (Member of the Board) (General Manager, Industrial & Textile Fibers Division; General Manager, Fibers & Textiles Recycling Dept.) Shogo Masuda, Vice President (Member of the Board) (Assistant General Manager, Affiliated Companies Division; General Manager, Affiliated Companies Administration Dept.) Ryo Murayama*, Vice President (Member of the Board) (General Manager, LCD Materials Division) Akira Umeda*, Vice President (Member of the Board) (General Manager, Manufacturing Division (Pharmaceuticals & Medical Products) Yasunobu Nishimoto*, Vice President (Member of the Board) (General Manager, Torayca & Prepreg Manufacturing Division) Motonori Nishida, Corporate Auditor (Full-time) Hiroshi Otani, Corporate Auditor (Full-time) Ichiro Sakai, Corporate Auditor (Lawyer; Corporate Auditor, Q. P. Corporation; Corporate Auditor, Mazda Motor Corporation) Mitsuaki Yahagi, Corporate Auditor (Chairman of the Board, The Japan Research Institute, Limited; Director, Sony Corporation; Corporate Auditor, Mitsui Engineering & Shipbuilding Co., Ltd.) Note 1: Ichiro Sakai and Mitsuaki Yahagi are outside corporate

auditors in accordance with Article 2, paragraph 16 of the Corporation Law.

14


Note 2: Motonori Nishida, Corporate Auditor, has been in charge

of legal affairs in the Legal Division of the Company for many years, and has considerable knowledge of financing and accounting matters.

Note 3: Hiroshi Otani, Corporate Auditor, has been in charge of

accounting in the Company and its overseas subsidiaries and affiliates for many years, and has considerable knowledge of financing and accounting matters.

Note 4: Ichiro Sakai, Corporate Auditor, is well versed in legal

service as an attorney, and has considerable knowledge of financing and accounting matters.

Note 5: Mitsuaki Yahagi, Corporate Auditor, has been in charge of

financing businesses at a bank for many years, and has considerable knowledge of financing and accounting matters.

Note 6: Members of the Board marked with an Asterisk(*) were

newly appointed to these positions at the 127th Ordinary General Meeting of Stockholders held on June 26, 2008.

Note 7: The following members of the Board retired from their

positions at the close of the 127th Ordinary General Meeting of Stockholders held on June 26, 2008. Motoo Yoshikawa, Executive Vice President and Representative Member of the Board Kozo Nagai, Senior Vice President (Member of the Board) Akira Karasawa, Vice President (Member of the Board)

Note 8: Effective from April 1, 2009, the title and representation

of the other companies etc. of the member of the Board changed as follows:

Akihiro Nikkaku, Executive Vice President and Representative Member of the Board (In charge of Corporate Strategic Planning Dept., Engineering Division, Product Safety & Quality Assurance Planning Dept.; General Manager, Water Treatment & Environment Division; General Manager, Manufacturing Division; Chairman, Toray Asia Pte. Ltd.)

(2) Amounts of Remuneration to Members of the Board and Corporate Auditors

Persons paid

Amounts of remuneration during the year

Members of the Board

33 ¥1,544 million

Corporate Auditors(inclusive of Outside Corporate Auditors)

4 (2)

¥102 million (¥19 million)

Total 37 ¥1,646 million Note 1: The number of recipients includes the three members of

the Board who retired in the current period. Note 2: The total amount of remuneration includes provision of

reserve for retirement benefits of members of the board and corporate auditors which amounted to 601 million yen (members of the Board, 569 million yen; corporate auditors, 32 million yen (inclusive of 5 million yen for outside corporate auditors)).

Note 3: The amount equivalent to 126 million yen of employee’s

salary of the employee-director is not included in the above amount.

Note 4: In addition to the above, 326 million yen has been paid as

retirement benefits to the three retiring members of the Board.

15


(3) Outside Directors and Outside Corporate Auditors

1) Offices concurrently held by the outside directors and outside corporate auditors

Ichiro Sakai, Outside Corporate Auditor (Outside Corporate Auditor, Q.P. Corporation; Outside Corporate Auditor, Mazda Motor Corporation) Mitsuaki Yahagi, Outside Corporate Auditor (Chairman of the Board, The Japan Research Institute, Limited; Outside Director, Sony Corporation; Outside Corporate Auditor, Mitsui Engineering & Shipbuilding Co., Ltd.) 2) Main activities of the outside directors and

outside corporate auditors Ichiro Sakai, Outside Corporate Auditor Attended 13 out of 14 meetings of the Board of Directors and all 13 meetings of the Board of Corporate Auditors held during the period under review. Also participated in audits of Toray’s subsidiaries and affiliates in Japan. Contributed to these meetings and audits with appropriate comments based mainly on his professional perspective as a lawyer. Mitsuaki Yahagi, Outside Corporate Auditor Attended 13 out of 14 meetings of the Board of Directors and all 13 meetings of the Board of Corporate Auditors held during the period under review. Also participated in audits of Toray’s plants, subsidiaries and affiliates in Japan. Contributed to these meetings and audits with appropriate comments based on his professional perspective as an executive with rich experience. 3) Outline of actions taken to prevent the

occurrence of unfair business execution and measures after occurrence

In March 2009, in relation to the sales price of cross-linked highly foamed polyethylene, Toray PEF Products, Inc., a subsidiary of the Company, received a cease and desist order and a surcharge payment order from the Japan Fair Trade Commission, and the Company received a cease and desist order as well.

Both outside corporate auditors provide comments from a legal compliance perspective on a regular basis. On this matter, they received reports on the investigation of the facts and the status of implementation of preventative measures, etc. from the departments in charge, etc. and provided advice on securing compliance at the Board of Directors meeting. 4) Outline of the agreement to limit the liability of

outside corporate auditors In accordance with the Articles of Incorporation, the Company enters into an agreement with each of the outside corporate auditors with respect to the limitation of liabilities for damages arising from negligence in the performance of duties. Under these agreements, the damage liability of each outside corporate auditor shall be limited to the minimum amount stipulated in Article 425, paragraph 1 of the Corporation Law if such outside corporate auditor has performed his or her duties in good faith and without gross negligence. 5. Independent Auditors (1) Name of Independent Auditor Ernst & Young ShinNihon LLC Effective July 1, 2008, Ernst & Young ShinNihon LLC changed its name from Ernst & Young ShinNihon in accordance with a change of the type of audit corporation. (2) Amounts of Remuneration to Independent

Auditors 1) Amount of remuneration paid for the fiscal year

ended March 31, 2009 was 245 million yen. 2) The total amount of remuneration paid or

payable to independent auditors by the Company and its consolidated subsidiaries was 549 million yen.

Note 1: Given that the audit engagement contract between

16


the Company and the independent auditors does not differentiate the amount of audit fees payable under the Corporation Law from the amount of audit fees payable under the Financial Instruments and Exchange Law, and given that such differentiation is practically impossible, the amount of remunerations shown in 1) above is an aggregate of both amounts.

Note 2: Chori Co., Ltd., Toray Plastics (America), Inc., Toray

Carbon Fibers America, Inc., P.T. Indonesia Toray Synthetics, Penfabric Sdn. Berhad, Penfibre Sdn. Berhad, Toray Fibers (Nantong) Co., Ltd., and Toray Saehan Inc. are audited by certified public accountants or independent auditors other than Toray's independent auditor.

(3) Non-audit work The Company commits to independent auditors, with compensation, certain services regarding guidance and advice on evaluations of the efficiency of internal control over financial reporting, other than the services stipulated in Article 2, Clause 1 of the Certified Public Accountants Act of Japan. (4) Policy for determining the dismissal or

non-reappointment of independent auditors If an independent auditor is deemed to fall under any of the items of Article 340, paragraph 1 of the Corporation Law, such independent auditor shall be dismissed subject to the unanimous approval of the Board of Corporate Auditors. In addition to the case mentioned above, if any event that impairs the qualifications or independence of an independent auditor occurs and is therefore expected to make it difficult for such independent auditor to perform appropriate audits, the Members of the Board shall, with the approval of the Board of Corporate Auditors or upon demand by the Board of Corporate Auditors, propose the dismissal or non-reappointment of such independent auditor at a general stockholders' meeting.

6. Organization and Policies of the Company System to ensure that the members of the Board perform their duties in compliance with laws, regulations, and the Articles of Incorporation, and other systems for ensuring appropriate business operations. The Company's Board of Directors approved the basic policy on internal control system for ensuring the appropriate execution of operations as follows: In order that Toray Group’s Management Philosophy expressed in “Contributing to society through the creation of new value with innovative ideas technologies and products” as Corporate Philosophy, as well as Corporate Missions, and Corporate Guiding Principles may be realized by all executives and employees, the Company shall adjust and maintain its internal control system for creation of appropriate organizational frameworks, formulation of rules and regulations, communication of information, and monitoring of operations. The Company intends to establish a system that executes operations legitimately and efficiently by constantly reviewing and improving its internal control system as appropriate. 1) System to ensure that the execution of duties by

members of the Board and employees comply with laws and regulations and the Company’s Articles of Incorporation

• The Company shall promote corporate ethics and

legal compliance through the establishment of a company-wide Corporate Ethics Committee, a Company-wide Legal Compliance Committee to work under the Corporate Ethics Committee, and CSR/Legal Compliance Committees established at division, office, and plant levels.

• The Company shall establish the Corporate Ethics and Legal Compliance Code of Conduct as concrete standards to be observed to promote observance of corporate ethics and legal compliance.

• The Company shall formulate Corporate Ethics

17


and Legal Compliance Guidelines containing detailed explanations and notes on corporate ethics and legal compliance.

• The Company shall establish an Internal Reporting System for the reporting of the discovery of violation of laws, regulations, or the Company’s Articles of Incorporation.

• The Company shall ensure that all members of the Board and employees are well-informed with the Corporate Ethics and Legal Compliance Handbook, which contains the Corporate Ethics and Legal Compliance Code of Conduct, Corporate Ethics and Legal Compliance Guidelines, and Internal Reporting System.

• The Company shall ensure that security trade control, one of the most important legal compliance issues, is thoroughly enforced by the establishment of Security Trade Control Program, and an organization dedicated to security export control.

• The Company shall provide that any relations with antisocial forces should be excluded in the Corporate Ethics and Legal Compliance Code of Conduct, and adopt a resolute stand as a unified company.

• The Company shall establish Auditing Department as a body to execute internal audits, and perform audits in accordance with Internal Audit Rules.

2) System to ensure the efficient execution of duties

by members of the Board • The Company shall establish the Authority of Top

Management that prescribes decisions requiring approvals from the Board of Directors, President, general managers of divisions, and other members of top management.

• The Company shall ensure operational efficiency by establishing the Executive Committee and Board of Senior Vice Presidents as deliberative organs that facilitate resolutions by the Board of Directors and approvals by the President. The Executive Committee discusses directions, while the Board of Senior Vice Presidents discusses issues related to implementation.

• The Company shall establish company-wide committees to discuss key management themes with supplementary roles in management execution.

• The Board of Directors shall establish the duties of each member of the Board, and each member of the Board shall manage and supervise the head of the organization for which he or she is responsible.

• The Company shall establish Operational Division of Duties Regulations to specify the duties of each organization.

3) System for preserving and managing information

pertaining to the execution of duties by the members of the Board

• Provisions shall be established for the

preservation and management of important documents and information, including minutes and financial reports related to management decision-making. Such documents and information shall be stored in accordance with said provisions and maintained for reference as necessary.

• Confidential Information Management Regulations for the protection of confidential information shall be established and appropriate systems and methods shall be defined for proper management of confidential information, and measures shall be taken to prevent improper access to such information by those outside the Group.

• Personal Information Management Regulations stipulating personal information protection policies, system for information management, and roles of employees shall be established for the protection of personal information.

4) Rules and other systems pertaining to controls

over risks of damages • The Company shall establish Crisis Management

Regulations, identify potential risks in business activities, reduce the level of risk under normal business conditions, and prevent future crises, as

18


well as develop and maintain a system that can react immediately in the event of major crises.

• The Company shall organize Risk Management Committee under the company-wide CSR Committee, follow up on risk management conditions at normal times, and plan and establish company-wide measures.

• The Company identify risks that may disrupt operations, ascertain their impact on business activities, establish a Business Continuity Plan (BCP) to maintain operations, and develop a Business Continuity Management (BCM) system.

• In the event of crises that affect the whole company, Company-Wide Emergency Headquarters and On-Site Emergency Headquarters shall be established and shall coordinate efforts with one another in responding to the crises.

• In view of ensuring reliability of financial reporting, the Company shall promote maintenance and operation of its internal control system for financial reporting.

5) System of reporting to corporate auditors and

other systems for ensuring effective implementation of audits by corporate auditors

• Members of the Board and employees shall report

on matters related to the execution of their duties in response to requests made by corporate auditors.

• Corporate auditors shall attend important meetings in addition to Board of Directors meetings so that they may ascertain important decision-making processes and the execution of duties.

• In accordance with auditing policy and plans formulated by the Board of Corporate Auditors, corporate auditors shall hold regular meetings with all members of the Board, as well as divisional and departmental general managers, and conduct regular audits of the Company’s offices and plants as well as Japanese and overseas subsidiaries and affiliates.

• Auditing Department shall cooperate if so requested by corporate auditors when carrying

out audits. 6) Items pertaining to employees assisting with

corporate auditors’ duties and items pertaining to the independence of said employees

• In the event that corporate auditors request

employee assistance with auditing, a unit shall be established with full-time staff members to provide assistance.

• To ensure the independence of said dedicated staff members from members of the Board, the corporate auditors may discuss personnel matters related to the above-mentioned staff members and request changes as necessary.

7) System for ensuring appropriate business

operations by Toray Group • While valuing the autonomy of management

within Toray Group companies, all companies shall share the basic stances expressed in the company’s Corporate Philosophy, Corporate Missions, Corporate Guiding Principles, and Corporate Ethics and Legal Compliance Code of Conduct.

• The entire Group shall manage risks and pursue efficiencies through the formulation of rules concerning reporting and consultation of important matters to the Company.

• Affiliated Companies Division and International Division shall promote corporate ethics and legal compliance within Toray Group for Japanese subsidiaries and affiliates, and overseas subsidiaries and affiliates, respectively.

• The legality, propriety, and efficiency of the discharging of duties within Toray Group companies shall be monitored by regular audits and internal auditing conducted by corporate auditors and Auditing Department.

19


Assets

Millions of yen

Current assets: ¥655,884 Cash and time deposits 62,290 Notes and accounts receivable - trade 220,129 Merchandise and finished goods 175,572 Work in process 86,524 Raw materials and supplies 57,866 Deferred tax assets 19,530 Other current assets 36,341 Allowance for doubtful accounts (2,368) Noncurrent assets: 867,719Property, plant and equipment: 596,261 Buildings and structures 186,109 Machinery, equipment and vehicles 259,741 Land 69,863 Construction in progress 62,312 Other 18,236 Intangible assets 10,519 Investments and other assets: 260,939 Investment securities 156,188 Long-term loans receivable 1,186 Deferred tax assets 48,329 Other 58,131 Allowance for doubtful accounts (2,895)

Total assets ¥1,523,603

Note: Figures are shown rounded to the nearest ¥1 million.

Liabilities

Millions ofyen

Current liabilities: ¥ 460,757Notes and accounts payable - trade 150,159Short-term borrowings 128,194Long-term borrowings due within one year 13,303Commercial paper 20,000Bonds due within one year 40,000Income taxes payable 6,539Reserve for employees' bonuses 15,037Reserve for bonuses of members of the

board and corporate auditors 11Other current liabilities 87,514

Noncurrent liabilities: 550,236Bonds 150,000Long-term borrowings 306,120Deferred tax liabilities 2,661Reserve for employees' retirement benefits 66,882Reserve for retirement benefits of members

of the board and corporate auditors 4,321Other noncurrent liabilities 20,252

Total liabilities 1,010,993

Net assets Stockholders' equity: 534,838

Common stock 96,937Capital surplus 85,802Retained earnings 353,222Treasury stock, at cost (1,123)

Valuation, translation adjustments and other: (65,977)Net unrealized gains on securities 9,649Net deferred losses on hedges (423)Foreign currency translation adjustments (75,203)

Minority interests 43,749Total net assets 512,610Total liabilities and net assets ¥1,523,603

Consolidated Balance Sheet Toray Industries, Inc. and Subsidiaries March 31, 2009

20


Millions of yen

Net sales ¥1,471,561

Cost of sales 1,208,056

Gross profit 263,505

Selling, general and administrative expenses 227,499

Operating income 36,006

Nonoperating income: 12,835

Interest and dividend income 3,893

Equity in earnings of affiliates 3,827

Other income 5,115

Nonoperating expenses: 28,319

Interest expense 11,829

Other expenses 16,490

Ordinary income 20,522

Special gains: 2,690

Gain on sales of property, plant and equipment 1,017

Gain on sales of investment securities 1,673

Special losses: 42,963

Loss on sales and disposal of property, plant and equipment 7,439

Loss on impairment of fixed assets 12,262

Loss on write-down of investment securities 13,764

Loss on liquidation and devaluation of subsidiaries and affiliates 5,715

Special severance payments and other restructuring expenses 977

Loss on write-down of inventories 1,194

Other special losses 1,612

Loss before income taxes and minority interests (19,751)

Income taxes:

Current 13,433

Deferred (18,947)

Minority interests in net income of consolidated subsidiaries 2,089

Net loss ¥(16,326)Note: Figures are shown rounded to the nearest ¥1 million.

Consolidated Statement of Income Toray Industries, Inc. and Subsidiaries April 1, 2008 - March 31, 2009

21


Millions of yen

Stockholders’ equity

Common stock Capital surplus Retained earnings

Treasury stock, at cost

Total stockholders’

equity Balance as of March 31, 2008 ¥96,937 ¥85,821 ¥387,070 ¥(1,073) ¥568,755 Changes during the fiscal year:

Effect of changes in accounting policies applied to foreign subsidiaries

(3,512) (3,512)

Cash dividend (14,005) (14,005) Net loss (16,326) (16,326) Acquisition of treasury stock (475) (475) Disposition of treasury stock (19) 425 406 Other (5) (5) Net changes in items other than stockholders’ equity during the fiscal year

Total changes during the fiscal year － (19) (33,848) (50) (33,917)

Balance as of March 31, 2009 ¥96,937 ¥85,802 ¥353,222 ¥(1,123) ¥534,838

Millions of yen

Valuation, translation adjustments and other

Net

unrealized gains on

securities

Net deferred gains

(losses) on hedges

Foreign currency

translation adjustments

Total valuation, translation

adjustments and other

Minority interests

Total net assets

Balance as of March 31, 2008 ¥32,058 ¥357 ¥(8,011) ¥24,404 ¥49,000 ¥642,159 Changes during the fiscal year:

Effect of changes in accounting policies applied to foreign subsidiaries

(3,512)

Cash dividend (14,005) Net loss (16,326) Acquisition of treasury stock (475) Disposition of treasury stock 406 Other (5) Net changes in items other than stockholders’ equity during the fiscal year

(22,409) (780) (67,192) (90,381) (5,251) (95,632)

Total changes during the fiscal year (22,409) (780) (67,192) (90,381) (5,251) (129,549)

Balance as of March 31, 2009 ¥9,649 ¥(423) ¥(75,203) ¥(65,977) ¥43,749 ¥512,610


Consolidated Statement of Changes in Net Assets Toray Industries, Inc. and Subsidiaries April 1, 2008 - March 31, 2009

22


Notes (Significant Accounting Policies - Basis of Presenting Consolidated Financial Statements) 1. Principles of Consolidation of Toray Group (1) Number of Subsidiaries: 135

Names of major consolidated subsidiaries are omitted here as they are shown in “(6) Major Subsidiaries” of “1. Review of Operations of Toray Group.” Two subsidiaries were consolidated due to additional acquisition of stocks and other reasons effective the current period. Eleven subsidiaries were removed from consolidation due to merger and other reasons.

(2) Names of major nonconsolidated subsidiaries The major nonconsolidated subsidiaries are Meinan Service, Inc. and Toray International Taipei Inc. (Main reason for exclusion of subsidiaries from consolidation) Nonconsolidated subsidiaries are small in scale and the Company’s interests in their respective amounts of total assets, net sales and net income as well as retained earnings do not significantly affect the Group's consolidated financial statements.

2. Application of Equity Method (1) Number of nonconsolidated subsidiaries accounted for by the

equity method: 51 Meinan Service, Inc. and Toray International Taipei Inc. are major nonconsolidated subsidiaries. Three subsidiaries were included in the list of nonconsolidated subsidiaries subject to the equity method by establishment and other reasons effective the current period. Seven subsidiaries were removed from the list of those accounted for by the equity method due to merger and other reasons.

(2) Number of affiliates accounted for by the equity method: 38 Major affiliates are Dow Corning Toray Co., Ltd. and Du Pont-Toray Co., Ltd. Effective the current period, three companies were included in the list of affiliates accounted for by the equity method due to acquisition of interests and other reasons. Four companies were removed from the list of those accounted for by the equity method due to sales of their shares and other reasons.

(3) 9 nonconsolidated subsidiaries including Soda Aromatic (Kunshan) Co., Ltd. were removed from the list of subsidiaries accounted for by the equity method due to the overall insignificance of the Company’s interests in their respective amounts of net income and retained earnings which might not affect the consolidated financial statements in any significant way.

(4) 10 affiliates including C.T.T. International Ltd. are not subject to the equity method due to the overall insignificance of the Company’s interests in their respective amounts of net income and retained earnings which might not affect the consolidated financial statements in any significant way.

3. Fiscal Year for Consolidated Subsidiaries Main consolidated subsidiaries with a year-end date different from the consolidated closing date are as follows: (Names of consolidated subsidiaries) P.T. Indonesia Toray Synthetics and 62 subsidiaries (Year-end date) December 31 When compiling the consolidated financial statements, the relevant computations were made on the basis of the subsidiaries year-end date, while their major transactions carried out during the period between such date and the Company’s year-end date were addressed with necessary adjustments for the purpose of consolidation in the financial statements.

4. Significant Accounting Policies (1) Valuation of major assets:

(a) Valuation of securities: Held-to-maturity debt securities:

Amortized cost method (Straight-line method). Other securities:

With readily determinable market value: Based on market value at the end of the year (unrealized gains and losses are accounted for as “net unrealized gains on securities” in net assets and sales costs are determined by the moving-average cost method).

With non-readily determinable market value: Moving-average cost method.

(b) Derivative financial instruments: Based on market value. (c) Valuation of inventories:

Principally moving-average cost（balance sheets amounts are lower of the acquisition cost or the net selling value, due to decreased profitability of inventories)

(2) Depreciation and amortization for major fixed assets:

(a) Property, plant and equipment (except lease assets): Principally declining-balance method for those held by the Company and its domestic consolidated subsidiaries, and principally straight-line method for those held by its overseas consolidated subsidiaries. Note, however, that the straight-line method is applied to buildings (except building fixtures) acquired by the Company and its domestic consolidated subsidiaries beginning April 1, 1998.

(b) Intangible assets (except lease assets): Straight-line method As for software (for internal use), the straight-line method is used with a useful life of 5 years.

(c) Lease assets: Principally, a depreciation method is identical to the method applicable to its own fixed assets. Finance lease transactions which do not transfer the ownership of

Notes to Consolidated Financial Statements

23


leased assets whose lease inceptions predate March 31, 2008 are accounted for by a method similar to the method applicable to ordinary operating leases.

(3) Reserves:

(a) Allowance for doubtful accounts: The allowance for doubtful accounts, including receivables and loans, is determined from the amounts considered unlikely to be recovered, estimated from claim rate records for general receivables and from studying the probability of recovery in individual cases where there is concern over claims.

(b) Reserve for employees' bonuses: The reserve for employees' bonuses is based on the expected liability for the total bonus amount payable to employees during the current period.

(c) Reserve for bonuses of members of the board and corporate auditors: The reserve of bonuses of members of the board and corporate auditors is based on the expected liability for the total bonus amount payable to members of the board and corporate auditors during the current period.

(d) Reserve for employees' retirement benefits: The reserve for employees' retirement benefits is based on the expected liability for severance benefits at the end of the current period and the amount of pension assets available to offset against such liability.

(e) Reserve for retirement benefits of members of the board and corporate auditors: The reserve for retirement benefits of members of the board and corporate auditors represents the amount required at the end of the current period based on internal regulations.

(4) Translation of foreign currency transactions and foreign currency financial statements: All monetary assets and liabilities denominated in foreign currencies, whether long-term or short-term, are translated into Japanese yen at the exchange rates prevailing at the balance sheet date. Resulting gains and losses are included in net income or loss for the period. Translation of foreign currency financial statements of overseas subsidiaries into Japanese yen for consolidation purposes is made by using the current exchange rates prevailing at their respective balance sheet dates, with the exception that the translation of stockholders' equity is made by using historical rates. Revenue and expense accounts are principally translated at the period's average rate of exchange. Differences in yen amounts arising from the use of different rates are presented as “foreign currency translation adjustments” in net assets except for the portion belonging to minority stockholders which is included in “minority interests” in net assets.

(5) Hedge transactions: The Company and its consolidated subsidiaries apply the deferral accounting method for hedging transactions. For

hedging foreign currency exchange rate risk, the apportionment method is applied whenever the specific requirements for these transactions are met, while the special accounting method is applied for interest-rate swap agreements in cases where the specific requirements for this treatment are fulfilled.

(6) Consumption taxes: Consumption taxes are not included in sales nor in expense accounts.

5. Valuation of Assets and Liabilities in Consolidated

Subsidiaries All assets and liabilities in consolidated subsidiaries are revalued to fair market value when a majority interest in the subsidiaries is purchased.

6. Amortization of goodwill and negative goodwill

Goodwill and negative goodwill are amortized generally over five years on a straight-line basis.

7. Changes in Significant Accounting Policies - Basis of Presenting Consolidated Financial Statements

(1) Accounting Standard for Measurement of Inventories: Previously, finished goods and work in process were accounted for principally by the moving-average cost method; and raw materials and supplies were accounted for principally by the lower of moving-average cost or market. Effective the current period, however, in accordance with the adoption of the "Accounting Standard for Measurement of Inventories" (ASBJ Statement No. 9, July 5, 2006), inventories are principally accounted by the moving-average cost method (balance sheets amounts are lower of the acquisition cost or the net selling value, due to decreased profitability of inventories). As a result, operating income decreased by 6,849 million yen, ordinary income decreased by 3,735 million yen, and loss before income taxes and minority interests increased by 4,929 million yen.

(2) Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements: Effective the current period, the Company adopted the "Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements" (ASBJ PITF No. 18, May 17, 2006) and made necessary adjustments in its consolidated accounting. The impact of this change is immaterial.

(3) Accounting Standard for Lease Transactions: Previously, in the Company and its domestic consolidated subsidiaries, finance leases which do not transfer ownership of leased assets are accounted for by a method similar to that applicable to ordinary operating leases. Effective from the current period, the Company and its domestic subsidiaries adopted the "Accounting Standard for Lease Transactions"

24


(ASBJ Statement No. 13 the First Committee of the Business Accounting Council on June 17, 1993; amended on March 30, 2007) and the "Guidance on the Accounting Standard for Lease Transactions (ASBJ Guidance No. 16 of the Accounting System Committee of the Japanese Institute of Certified Public Accountants on January 18, 1994, amended on March 30, 2007).” Such transactions are now accounted for as ordinary sales and purchase transactions. Finance lease transactions which do not transfer ownership of leased assets whose lease inceptions predate March 31, 2008 are continuously accounted for by a method similar to the method applicable to ordinary operating leases. The impact of this change is immaterial.

8. Changes in Presentation (1) Effective the current period, “marketable securities,” an

item which was listed separately in the previous period, is presented in “Other” in Current assets. The amount of "marketable securities" for the current period was 262 million yen.

(2) The items listed in “Inventories,” in the previous period,

are listed separately in "merchandise and finished goods", "work in process" and "raw materials and supplies" effective the current period. The amounts of "merchandise and finished goods," "work in process" and "raw materials and supplies" for the previous period were 174,801 million yen, 86,455 million yen, and 67,191 million yen, respectively.

Notes to Consolidated Balance Sheet

(Millions of yen)1. Accumulated depreciation for property,

plant and equipment ¥ 1,437,232

2. Assets pledged as collateral and debts with collateral

Assets pledged as collateral: Time deposits ¥ 8 Property, plant and equipment

(book value) ¥ 8,035

Investment securities ¥ 40 Debts with collateral: Notes and accounts payable - trade ¥ 2 Short-term borrowings ¥ 3,720 Other noncurrent liabilities ¥ 2,2473. Guarantees of bank loans of

subsidiaries and affiliates ¥ 3,745

Guarantees of bank loans of clients and employees

¥ 6,133

4. Discounted export bills ¥ 6345. Contingent liabilities associated with

securitization of receivables ¥ 11,740

6. Total committed lines of credit* ¥ 1,830 Loans receivables outstandings ¥ 1,398 Balance ¥ 432 * This commitment does not necessarily mean that the

Company will extend loans to the maximum limit, since every provision of funds has been made after financial positions and cash flows of the respective subsidiaries and affiliates have been taken into consideration by the Company.

25


Notes to Consolidated Statement of Changes in Net Assets 1. Number of shares in issue and outstanding on March 31, 2009

Common stock 1,401,481,403 shares 2. Dividends (1) Amounts to be paid

Resolution Ordinary General Meeting of Stockholders held on June 26, 2008

Board of Directors Meeting held on November 7, 2008

Class of shares Common stock Common stock Total amount ¥7,003 million ¥7,003 million Dividend per share ¥5 ¥5

Record date March 31, 2008 September 30, 2008Effective date June 27, 2008 December 1, 2008

(2) For dividends with record dates that fall in the current period,

dividends with effective dates that fall after the end of the current period. The Company will propose, at the Ordinary General Meeting of Stockholders to be held on June 24, 2009, the distribution of the following dividend on common stock: (a) Total amount: ¥3,501 million (b) Dividend per share (yen): ¥2.5 (c) Record date: March 31, 2009 (d) Effective date: June 25, 2009 Retained earnings are scheduled to be used as a dividend resource.

Per Share Information 1. Net assets per share: 335.04 yen

2. Net loss per share: (11.66) yen

26


Assets

Millions of yen

Current assets: ¥ 242,043 Cash and time deposits 14,431 Notes receivable - trade 1,141 Accounts receivable - trade 73,834 Marketable securities 4 Finished goods 60,795 Work in process 16,096 Raw materials and supplies 21,016 Prepaid expenses 711 Deferred tax assets 6,438 Short-term loans receivable 34,120 Accounts receivable - other 12,237 Other current assets 2,742 Allowance for doubtful accounts (1,522) Noncurrent assets 756,830Property, plant and equipment: 288,745 Buildings 90,306 Structures 9,988 Machinery and equipment 105,085 Vehicles 188 Tools and furniture 4,456 Land 44,949 Construction in progress 33,773 Intangible assets: 4,169 Software 3,211 Other intangible assets 959

Investments and other assets: 463,916 Investment securities 82,628 Investment securities in subsidiaries and

affiliates 262,446 Investment in capital 392 Investment in subsidiaries' and affiliates’

capital 57,261 Long-term loans receivable 709 Long-term prepaid expenses 230 Deferred tax assets 29,818 Prepaid pension cost 23,698 Other 8,391 Allowance for doubtful accounts (1,659) Total assets ¥ 998,873


Liabilities

Millions ofyen

Current liabilities: ¥ 156,823Notes payable - trade 3,135Accounts payable - trade 22,095Long-term borrowings due within one year 962Commercial paper 20,000Bonds due within one year 40,000Accounts payable - other 29,888Accrued expenses 13,671Income taxes payable 111Deposits received 20,896Reserve for employees' bonuses 5,700Other current liabilities 365

Noncurrent liabilities: 440,740Bonds 150,000Long-term borrowings 244,006Reserve for employees' retirement benefits 37,160Reserve for retirement benefits of members

of the board and corporate auditors 2,598

Reserve for guarantee liabilities 99Reserve for loss on business of subsidiaries

affiliates 219Other noncurrent liabilities 6,659

Total liabilities 597,564Net assets Stockholders' equity: 391,098

Common stock 96,937Capital surplus: 85,802

Additional paid-in capital 85,791Other capital surplus 11

Retained earnings: 208,903Legal reserve 24,234Other retained earnings 184,668Reserve for write-downs of

fixed assets for tax purposes 18,582Reserve for special depreciation 63General reserve 185,000Retained earnings brought forward (18,977)

Treasury stock, at cost (544)Valuation, translation adjustments and other: 10,211

Net unrealized gains on securities 9,843Net deferred gains on hedges 368

Total net assets 401,309Total liabilities and net assets ¥998,873

Nonconsolidated Balance Sheet Toray Industries, Inc. March 31, 2009

27


Millions of yen

Net sales ¥ 478,124

Cost of sales 390,458

Gross profit 87,666

Selling, general and administrative expenses 99,070

Operating loss (11,404)

Nonoperating income: 16,643

Interest and dividend income 14,884

Other income 1,759

Nonoperating expenses: 9,577

Interest expense 4,564

Other expenses 5,013

Ordinary loss (4,338)

Special gains: 6,041

Gain on sales of property, plant and equipment 4,067

Gain on sales of investment securities 1,656

Gain on sales of investment securities in subsidiaries and affiliates 319

Special losses: 42,708

Loss on sales and disposal of property, plant and equipment 6,344

Loss on impairment of fixed assts 5,261

Loss on write-down of investment securities 13,336

Loss on liquidation and devaluation of subsidiaries and affiliates 16,597

Loss on write-down of inventories 1,098

Other special losses 72

Loss before income taxes (41,004)

Income taxes:

Current 87

Deferred (15,929)

Net loss ¥ (25,162)


Nonconsolidated Statement of Income Toray Industries, Inc. April 1, 2008 - March 31, 2009

28


Millions of yenStockholders’ equity

Capital surplus Retained earnings Other retained earnings

Common stock

Additional paid-in capital

Other capital surplus

Legal reserve

Reserve for write-down

of fixed assets for

tax purposes

Reserve for special

depreciation General reserve

Retained earnings brought forward

Balance as of March 31, 2008 ¥96,937 ¥85,791 ¥30 ¥24,234 ¥17,404 ¥208 ¥176,000 ¥30,223 Changes during the fiscal year:

Cash dividend (14,005) Reserve for write-down of fixed assets for tax purposes

1,789 (1,789)

Reversal of reserve for write-down of fixed assets for tax purposes

(611) 611

Reversal of reserve for special depreciation

(145) 145

Transfer to general reserve 9,000 (9,000) Net loss (25,162) Acquisition of treasury stock Disposition of treasury stock (19) Net changes in items other than stockholders’ equity during the fiscal year

Total changes during the fiscal year －－ (19) － 1,178 (145) 9,000 (49,200) Balance as of March 31, 2009 ¥96,937 ¥85,791 ¥11 ¥24,234 ¥18,582 ¥63 ¥185,000 ¥(18,977)

Millions of yen

Stockholders’ equity Valuation, translation adjustments and other

Treasury stock, at cost

Total stockholders’

equity

Net unrealized gains on

securities Net deferred

gains on hedges

Total valuation, translation

adjustments and other

Total net assets

Balance as of March 31, 2008 (494) ¥430,334 ¥31,139 ¥181 ¥31,320 ¥461,654 Changes during the fiscal year:

Cash dividend (14,005) (14,005) Reserve for write-down of fixed assets for tax purposes

－－

Reversal of reserve for write-down of fixed assets for tax purposes

－－

Reversal of reserve for special depreciation

－－

Transfer to general reserve －－ Net loss (25,162) (25,162) Acquisition of treasury stock (475) (475) (475) Disposition of treasury stock 425 406 406 Net changes in items other than stockholders’ equity during the fiscal year

(21,296) 188 (21,108) (21,108)

Total changes during the fiscal year (50) (39,236) (21,296) 188 (21,108) (60,345) Balance as of March 31, 2009 ¥(544) ¥391,098 ¥9,843 ¥368 ¥10,211 ¥401,309 Note: Figures are shown rounded to the nearest ¥1 million.

Nonconsolidated Statement of Changes in Net Assets Toray Industries, Inc. April 1, 2008 - March 31, 2009

29


Notes (Significant Accounting Policies) 1. Valuation of securities:

Held-to-maturity debt securities: Amortized cost method (Straight-line method)

Equity securities issued by subsidiaries and affiliates: Moving-average cost method

Other securities: With readily determinable market value:

Based on market value at the end of the period (unrealized gains and losses are accounted for as “net unrealized gains on securities” in net assets and sales costs are determined by the moving-average cost method)

With non-readily determinable market value: Moving-average cost method

2. Valuation of inventories:

Moving-average cost (balance sheets amounts are lower of the acquisition cost or the net selling value, due to decreased profitability of inventories)

3. Depreciation and amortization for fixed assets:

Property, plant and equipment: Declining-balance method Note, however, that the straight-line method is applied to buildings (except building fixtures) acquired beginning April 1, 1998. Intangible assets: Straight-line method As for software (for internal use), the straight-line method is used with a useful life of 5 years.

4. Reserves:

Allowance for doubtful accounts: The allowance for doubtful accounts, including receivables and loans, is determined from the amounts considered unlikely to be recovered, estimated from claim rate records for general receivables and from studying the probability of recovery in individual cases where there is concern over claims. Reserve for employees' bonuses: The reserve for employees' bonuses is based on the expected liability for the total bonus amount payable to the employees during the current period. Reserve for employees’ retirement benefits: The reserve for employees' retirement benefits is based on the expected liability for severance benefits at the end of the current period and the amount of pension assets available to

offset against such liability. Reserve for retirement benefits of members of the board and corporate auditors: The reserve for retirement benefits of members of the board and corporate auditors represents the amount required at the end of current period based on the Company's internal regulations. Reserve for guarantee liabilities: Reserve for guarantee liabilities represents the loss estimated based on consideration of the financial conditions of the guaranteed companies.

Reserve for loss on business of subsidiaries and affiliates: Reserve for loss on business of subsidiaries and affiliates represents the loss estimated based on consideration of the financial conditions and business results, etc. of the subsidiaries and affiliates.

5. Leases:

Finance lease transactions which do not transfer the ownership of leased assets whose lease inceptions predate March 31, 2008 are accounted for by a method similar to the method applicable to ordinary operating leases.

6. Hedge transactions:

The Company applies the deferral accounting method for accounting for hedging transactions. For hedging foreign currency exchange rate risk, the Company applies the apportionment method whenever the specific requirements for these transactions are met, while the special accounting method is applied for interest-rate swap agreements in cases where the specific requirements for this treatment are fulfilled.

7. Consumption taxes:

Consumption taxes are not included in sales nor in expense accounts.

Significant Changes in Accounting Policies 1. Accounting Standard for Measurement of Inventories:

Previously, finished goods and work in process were accounted for by the moving-average cost method; and raw materials and supplies were accounted for by the lower of moving-average cost or market. Effective the current period, however, in accordance with the adoption of the "Accounting Standard for Measurement of Inventories" (ASBJ Statement No. 9, July 5, 2006), inventories are calculated by the moving-average cost method (balance sheets amounts are lower of the acquisition cost or the net selling value, due to decreased profitability of

Notes to Nonconsolidated Financial Statements

30


inventories). As a result, operating loss increased by 4,536 million yen, ordinary loss increased by 1,878 million yen, and loss before income taxes increased by 2,976 million yen.

(2) Accounting Standard for Lease Transactions

Effective the current period, the Company adopted the "Accounting Standard for Lease Transactions" (ASBJ Statement No. 13 issued by the First Session of the Business Accounting Council on June 17, 1993; amended on March 30, 2007) and "the Implementation Guidance on the Accounting Standard for Lease Transactions (ASBJ Guidance No. 16 of the Accounting Standards Board of Japan, issued by the Accounting System Committee of the Japanese Institute of Certified Public Accountants on January 18, 1994, amended on March 30, 2007)." Finance lease transactions which do not transfer ownership of leased assets whose lease inceptions predate March 31, 2008 are continuously accounted for by a method similar to the method applicable to ordinary operating leases. The impact of this change is immaterial.

Notes to Nonconsolidated Balance Sheet (Millions of yen)1. Accumulated depreciation for property,

plant and equipment ¥ 924,588

2. Guarantees of bank loans of subsidiaries and affiliates

¥ 90,611

Guarantees of bank loans of clients and employees

¥ 225

3. Amounts due from and amounts due to subsidiaries and affiliates:

Short-term amounts due from subsidiaries and affiliates ¥ 77,830

Long-term receivables from subsidiaries and affiliates ¥ 3,655

Short-term amounts due to subsidiaries and affiliates ¥ 44,602

Long-term payable to subsidiaries and affiliates ¥ 695

4. Buyback obligations associated with securitization of receivables

¥ 4,383

5. Total committed lines of credit* ¥ 92,180 Outstanding borrowings ¥ 34,120 Balance ¥ 58,060 * This commitment does not necessarily mean that the

Company will extend borrowings to the maximum limit, since every provision of funds has been made after financial positions and cash flows of the respective subsidiaries and affiliates have been taken into consideration by the Company.

Notes to Nonconsolidated Statement of Income

(Millions of yen)Transactions with subsidiaries and affiliates:

Sales of goods to subsidiaries and affiliates ¥ 174,036Purchases of goods from subsidiaries and affiliates

¥ 134,129

Transactions other than operating transactions with subsidiaries and affiliates

¥ 22,200

Note to Nonconsolidated Statement of Changes in Net Assets Type and number of shares of treasury stock at March 31, 2009: Common stock 1,233,690 shares Notes to Tax Effect Accounting Details of recognition of deferred tax assets and liabilities by principal causes

(Millions of yen) Deferred tax assets:

Investment securities in subsidiaries and affiliates ¥ 22,345 Reserve for employees' retirement benefits ¥ 19,167 Loss brought forward ¥ 18,439 Unrealized losses on securities ¥ 4,311 Reserve for employees' bonuses ¥ 2,319 Other ¥ 13,681

Gross deferred tax assets ¥ 80,262 Valuation allowance ¥(10,256) Total deferred tax assets ¥ 70,006 Deferred tax liabilities:

Reserve for write-down of fixed assets for tax purposes ¥(12,748) Unrealized gains on securities ¥(11,066) Prepaid pension cost ¥(9,643) Other ¥(293)

Total deferred tax liabilities ¥(33,750) Net deferred tax assets ¥ 36,256 Fixed Assets Used Under Lease Agreement

(Millions of yen) 1. The amount equal to acquisition cost for leased

property as of the end of the fiscal year ¥ 7,358 2. The amount equal to accumulated depreciation for

leased property as of the end of the fiscal year ¥ 3,808

31


3. The amount equal to future lease payments for leased property as of the end of the fiscal year ¥ 3,550

Transactions with Related Parties

Type Name of company, etc.

Ownership percentage of voting rights,

etc.

Relationship with related parties

Details of transaction

Transaction amount

(Millions of yen)

Account

Balance as of the end of the

fiscal year (Millions of

yen) Sales of goods, etc. (note 1)

110,095 Accounts receivable

-trade 21,039

Subsidiary Toray International, Inc.

Direct 100%

Business transactions, members of the board or corporate auditors serving concurrently

Purchases of goods, etc. (note 1)

76,234 Accounts payable -trade

3,536

Subsidiary Toray Carbon Fibers America, Inc.

Indirect 100%

Guarantee liability, members of the board or corporate auditors serving concurrently

Guarantee (note 2) 22,804 －－

Subsidiary Toray Composites (America),Inc.

Indirect 100%



Subsidiary Toray Plastics (America), Inc.

Indirect 100%



Subsidiary Toray Construction Co., Ltd.

Direct 100%

Loan, members of the board or corporate auditors serving concurrently

Loan (note 3) －

Short-term loans

receivable 16,418

Subsidiary SANE Kosan Co., Ltd. Direct 100% Loan Loan waiver

(note 4) 4,848 －－

The transaction amounts in the table referred to above do not include consumption taxes, but the balances as of the end of the fiscal year include consumption taxes. Conditions of transactions and policy for determining conditions of transactions: Note 1: Conditions of transactions for sales, purchases of goods, etc. are determined by the same methods used to determine the

general terms and conditions of business, based on considerations of market prices and other factors. Note 2: The Company has guaranteed the loans, etc. of Toray Carbon Fibers America, Inc., Toray Composites (America), Inc. and

Toray Plastics (America), Inc. Note 3: The Company has determined the conditions of loans to Toray Construction Co., Ltd. in consideration of market interest

rates. Note 4: The Company waived the loans upon completion of the liquidation of SANE Kosan Co., Ltd. Per Share Information 1. Net assets per share: 286.60 yen

2. Net loss per share: (17.97) yen

32


May 18, 2009 The Board of Directors Toray Industries, Inc.

Ernst & Young ShinNihon LLC ___________________________________ Takashi Miyazawa Certified Public Accountant Designated and Engagement Partner ___________________________________ Kazuhiro Hara Certified Public Accountant Designated and Engagement Partner ___________________________________ Hiromichi Saito Certified Public Accountant Designated and Engagement Partner

Pursuant to Article 444, Section 4 of the Corporation Law, we have audited the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the notes to the consolidated financial statements of Toray Industries, Inc. (the “Company”) applicable to the fiscal year from April 1, 2008 through March 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position and results of operations of the Toray Group, which consisted of the Company and consolidated subsidiaries, applicable to the fiscal year ended March 31, 2009 in conformity with accounting principles generally accepted in Japan. Additional Information: As described in the "Changes in Significant Accounting Policies - Basis of Presenting Consolidated Financial Statements," effective from the year ended March 31, 2009, the Company and its domestic consolidated subsidiaries adopted the accounting standard for measurement of inventories from the current period. Accordingly, the consolidated financial statements are prepared in accordance with such accounting standard. We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act. Notice to Readers:

The original consolidated financial statements, which consist of the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the notes to the consolidated financial statements, applicable to the fiscal year ended March 31, 2009 are written in Japanese.

(Translation)Report of Independent Auditors

33


May 18, 2009 The Board of Directors Toray Industries, Inc.

Ernst & Young ShinNihon LLC ___________________________________ Takashi Miyazawa Certified Public Accountant Designated and Engagement Partner ___________________________________ Kazuhiro Hara Certified Public Accountant Designated and Engagement Partner ___________________________________ Hiromichi Saito Certified Public Accountant Designated and Engagement Partner

Pursuant to Article 436, Section 2, Paragraph 1 of the Corporation Law, we have audited the nonconsolidated balance sheet, the nonconsolidated statement of income, the nonconsolidated statement of changes in net assets, the notes to the nonconsolidated financial statements and the related supplementary schedules of Toray Industries, Inc. (the “Company”) applicable to the 128th fiscal year from April 1, 2008 through March 31, 2009. These nonconsolidated financial statements and the related supplementary schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these nonconsolidated financial statements and the related supplementary schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the nonconsolidated financial statements and the related supplementary schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the nonconsolidated financial statements and the related supplementary schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the nonconsolidated financial statements and the related supplementary schedules. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the nonconsolidated financial statements and the related supplementary schedules referred to above present fairly, in all material respects, the financial position and results of operations of Toray Industries, Inc. applicable to the 128th fiscal year ended March 31, 2009 in conformity with accounting principles generally accepted in Japan. Additional Information: As described in the "Significant Changes in Accounting Policies," effective from the year ended March 31, 2009, the Company adopted the accounting standard for measurement of inventories from the current period. Accordingly the nonconsolidated financial statements are prepared in accordance with such accounting standard. We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act. Notice to Readers: The original nonconsolidated financial statements, which consist of the nonconsolidated balance sheet, the nonconsolidated statement of income, the nonconsolidated statement of changes in net assets, the notes to the nonconsolidated financial statements and the related supplementary schedules, applicable to the fiscal year ended March 31, 2009 are written in Japanese. The related supplementary schedules have been omitted in the accompanying financial statements.

(Translation)Report of Independent Auditors

34


The Board of Corporate Auditors, following its review and deliberation of the reports prepared by each corporate auditor concerning the execution of duties by members of the Board for the 128th fiscal term from April 1, 2008 to March 31, 2009, has prepared this Audit Report as its unanimous opinion and hereby submits it as follows: 1. Summary of Auditing Methods by the Corporate Auditors and the Board of Corporate Auditors The Board of Corporate Auditors established the auditing policies and plans, received reports and explanations on the status and results of audits from each corporate auditor, received reports and explanations on the status of the execution of duties from the members of the Board and independent auditor, and requested explanations as necessary.

In accordance with the auditing standards for corporate auditors determined by the Board of Corporate Auditors and the auditing policies and plans, each corporate auditor made efforts to collect information and established auditing circumstances through communication with members of the Board, the Auditing Department and other employees, and attended the Board of Directors’ meetings and other important meetings to receive reports regarding execution of duties from members of the Board and employees and requested explanations as necessary. Each corporate auditor also inspected the approved documents and examined the status of operations and conditions of assets at the Company’s head office and principal offices (plants). Each corporate auditor monitored and verified the resolutions adopted by the Board of Directors regarding the establishment of a system for ensuring that duties of members of the Board are performed in conformity of laws, ordinances and the Articles of Incorporation with the Company, and the establishment of a system necessary to ensure proper business operations of the company set forth in Paragraphs 1 and 3 of Article 100 of Enforcement Regulations of the Corporation Law, and the systems (Internal Control System) established in accordance with a resolution of the Board of Directors. Regarding internal control over financial reporting, corporate auditor received reports on the evaluation of the relevant internal control and the status of audits from each corporate auditor, etc. and Ernst & Young ShinNihon LLC, and requested explanations as necessary. Corporate auditors received from subsidiaries their business reports as necessary through communication and information sharing with their directors and corporate auditors. In accordance with the procedures mentioned above, we reviewed the business reports and supplementary schedules for the fiscal year ended March 31, 2009.

Further, corporate auditors monitored the independent auditor to verify that the independent auditor maintained independence and conducted the audit appropriately. Each corporate auditor also received reports on the status of the execution of duties from the independent auditor and requested explanations as necessary. In addition, we were informed of the arrangement of the "System for ensuring that the duties are performed appropriately" (matters stipulated in the items of Article 131 of the Corporate Calculation Regulations) in accordance with “Standards for the Quality Control of Audits” (Business Accounting Council, October 28, 2005) by the Independent Auditor and requested explanations as necessary.

In accordance with the procedures mentioned above, we reviewed the nonconsolidated financial statements (the nonconsolidated balance sheet, nonconsolidated statement of income, nonconsolidated statement of changes in net assets and notes to the nonconsolidated financial statements) and the supplementary schedules, and the consolidated financial statements (the consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets and notes to the consolidated financial statements) for the year ended March 31, 2009.

2. Results of Audit (1) Results of audit of the business report and others

1) The business report and supplementary schedules are found to present fairly the state of the Company in accordance with laws, ordinances, and the Articles of Incorporation.

2) In connection with the performance by

members of the Board of their duties, no dishonest act or material fact in contravention of laws, ordinances, or the Articles of Incorporation is found to exist.

3) Resolution of the Board of Directors regarding

the internal control system is fair and reasonable. There are no matters requiring additional mention regarding such internal control and the execution of duties by members of the Board. In March 2009, in relation to the sales price of cross-linked highly foamed polyethylene, Toray PEF Products, Inc., a subsidiary of the Company, received a cease and desist order and a surcharge payment order from the Japan Fair Trade Commission, and the Company received a cease and desist order as well. The Board of Corporate Auditors has confirmed that the entire Group is making

Audit Report of the Corporate Auditors (For Reference Only)

35


efforts to prevent reoccurrence and further strengthen and secure legal compliance and corporate ethics.

(2) Results of audit of the nonconsolidated financial

statements and the supplementary schedules. The auditing methods and results of the Independent Auditor, Ernst & Young ShinNihon LLC, are fair and reasonable.

(3) Results of audit of the consolidated financial statements. The auditing methods and results of the Independent Auditor, Ernst & Young ShinNihon LLC, are fair and reasonable.

May 19, 2009

Board of Corporate Auditors Toray Industries, Inc.

Motonori Nishida, Corporate Auditor Hiroshi Otani, Corporate Auditor Ichiro Sakai, Outside Corporate Auditor Mitsuaki Yahagi, Outside Corporate Auditor

36


Propositions and Related Information: Proposition No. 1: Appropriation of Surplus We propose the appropriations of surplus, as follow: 1. Year-end dividend With regard to the year-end dividend for the business year, management intends to pay ¥2.5 per share in light of Toray's business performance, financial strength, and other factors. As a result, the annual dividend, consisting of an interim dividend of ¥5 and a year-end dividend of ¥2.5, will be ¥7.5 per share. (1) Type of dividend assets: Money (2) Allotment of dividend assets to stockholders and the total amount

Allotment of dividend assets to stockholders: 2.5 yen per share of common stock Total amount: 3,500,619,283 yen

(3) Effective date of distribution of surplus June 25, 2009

2. Appropriations of other surplus (1) Item to be decreased, and the amount appropriated after the decrease

General reserve 30,000 million yen (2) Item to be increased, and the amount appropriated after the increase

Retained earnings brought forward 30,000 million yen

Voting Information

37


Proposition No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the amendments (1) Listed share certificates were converted from physical certificates to electronic form (so called "the

electronic share certificate system" or "dematerialization of share certificates") following the enforcement on January 5, 2009 of the Law for Partial Amendments to the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks and Other Securities (Law No. 88 of 2004) promulgated on June 9, 2004. In accordance with this change, the Company proposes to make necessary deletions of, and other amendments to, the provisions set forth based on the existence of share certificates.

(2) The Company also proposes to establish Supplementary Provisions to set forth provisions for provisional

measures related to these changes. 2. Contents of the Amendments The proposed amendments are as follows:

(Underlined parts of the English text are amended. Note, however, that the English text is not underlined if the current wording in English accurately reflects the meaning of amended Japanese.)

Current Articles of Incorporation Proposed Amendments (Issuance of share certificates) Article 7. The Company shall issue share certificates

representing the Company's shares.

(Deleted)

(Acquisition of own shares) Article 8. (Omitted)

(Acquisition of own shares) Article 7. (Unchanged)

(Number of shares to constitute one unit (hereinafter called “Tangen”) and shares constituting less than Tangen) Article 9. (Omitted)

(Number of shares to constitute one unit (hereinafter called “Tangen”) and shares constituting less than Tangen) Article 8. (Unchanged)

2. The Company shall not issue any share certificate

constituting less than Tangen. However, this provision shall not apply to the cases provided under the Share Handling Regulations.

(Deleted)

3. The shareholders (including the beneficial shareholders; the same applies hereinafter) of the Company may request the Company to sell the number of shares which constitute Tangen when combined with the original shares constituting less than Tangen held by them in accordance with the Share Handling Regulations.

2. The shareholders of the Company may request the Company to sell the number of shares which constitute Tangen when combined with the original shares constituting less than Tangen held by them in accordance with the Share Handling Regulations.

38


Current Articles of Incorporation Proposed Amendments

(Rights with respect to shares constituting less than Tangen) Article 10. The shareholders may not exercise rights with

respect to shares constituting less than Tangen other than those specified in the following sections:

(Rights with respect to shares constituting less than Tangen) Article 9. The shareholders may not exercise rights with

respect to shares constituting less than Tangen other than those specified in the following sections:

(1) Right specified in each item of Paragraph 2 of Article 189 of the Company Law;

(1) Right specified in each item of Paragraph 2 of Article 189 of the Company Law;

(2) Right to make requests to the Company provided for in Paragraph 1 of Article 166 of the Company Law;

(2) Right to make requests to the Company provided for in Paragraph 1 of Article 166 of the Company Law;

(3) Right to receive share subscription or to receive allotment of stock acquisition rights in accordance with the number of shares held by the shareholder; and

(3) Right to receive share subscription or to receive allotment of stock acquisition rights in accordance with the number of shares held by the shareholder; and

(4) Right to make a request to the Company provided for in Paragraph 3 of Article 9 of the Articles of Incorporation.

(4) Right to make a request to the Company provided for in Paragraph 2 of Article 8 of the Articles of Incorporation.

(Record date) Article 11. The Company shall regard the shareholders

appearing or recorded electrically as shareholders with voting rights on the final register of shareholders and the register of beneficial shareholders (hereinafter called the “Register of Shareholders, etc.”) as of March 31 of each year as the shareholders entitled to exercise the rights of shareholders at the ordinary General Meeting of Shareholders relating to such business year.

(Record date) Article 10. The Company shall regard the shareholders

appearing or recorded electrically as shareholders with voting rights on the final register of shareholders (hereinafter called the “Register of Shareholders”) as of March 31 of each year as the shareholders entitled to exercise the rights of shareholders at the ordinary General Meeting of Shareholders relating to such business year.

2. If necessary, in addition to the preceding paragraph, the Company may, upon giving prior public notice in accordance with a resolution of the Board of Directors, regard the shareholders or registered pledgees of shares appearing or recorded electrically on the final Register of Shareholders, etc. as of certain date as the shareholders or registered pledgees of shares entitled to exercise their rights.

2. If necessary, in addition to the preceding paragraph, the Company may, upon giving prior public notice in accordance with a resolution of the Board of Directors, regard the shareholders or registered pledgees of shares appearing or recorded electrically on the final Register of Shareholders as of certain date as the shareholders or registered pledgees of shares entitled to exercise their rights.

(Transfer agent) Article 12. (Omitted)

(Transfer agent) Article 11. (Unchanged)

2. (Omitted) 2. (Unchanged) 3. The Company’s Register of Shareholders, etc., register

of lost shares and original register of subscription rights shall be kept at the transfer agent’s place of business and registration of transfers of shares and subscription rights, and other matters relating to shares and subscription rights shall be handled by the transfer agent.

3. The Company’s Register of Shareholders and original register of subscription rights shall be kept at the transfer agent’s place of business and registration of transfers of shares and subscription rights, and other matters relating to shares and subscription rights shall be handled by the transfer agent.

39


Current Articles of Incorporation Proposed Amendments

(Share Handling Regulations) Article 13. Registration of transfers of shares and

subscription rights of the Company, denominations of share certificates and other matters related to shares and subscription rights shall be governed by the Share Handling Regulations adopted by the Board of Directors.

(Share Handling Regulations) Article 12. Registration of transfers of shares and

subscription rights of the Company, and other matters related to shares and subscription rights shall be governed by the Share Handling Regulations adopted by the Board of Directors.

Article 14. ～ (Omitted)

Article 36.

Article 13. ～ (Unchanged)

Article 35.

(Distribution of surplus) Article 37. Distribution of surplus of the Company shall

be paid to the shareholders or registered pledgees of shares appearing or recorded electrically on the final Register of Shareholders, etc. as of March 31 of each year.

(Distribution of surplus) Article 36. Distribution of surplus of the Company shall

be paid to the shareholders or registered pledgees of shares appearing or recorded electrically on the final Register of Shareholders as of March 31 of each year.

(Interim dividend) Article 38. The Company may, by resolution of the Board

of Directors, make distribution of surplus under Paragraph 5 of Article 454 of the Company Law (hereinafter called “Interim Dividend”) to the shareholders or registered pledgees of shares appearing or recorded electrically on the final Register of Shareholders, etc. as of September 30 of each year.

(Interim dividend) Article 37. The Company may, by resolution of the Board

of Directors, make distribution of surplus under Paragraph 5 of Article 454 of the Company Law (hereinafter called “Interim Dividend”) to the shareholders or registered pledgees of shares appearing or recorded electrically on the final Register of Shareholders as of September 30 of each year.

(Limitation period) Article 39. (Omitted)

(Limitation period) Article 38. (Unchanged)

(New) Supplementary Provisions Article 1. Preparation and retention of the register of lost

shares of the Company, as well as any other business with respect to the register of lost shares of the Company, shall be entrusted to the transfer agent and shall not handled by the Company.

Article 2. This article and the preceding article shall

remain in effect until January 5, 2010 and shall be deleted on January 6, 2010.

40


Proposition No. 3: Election of four Members of the Board Masayoshi Kamiura, Eizo Tanaka, Toshiyuki Takeda, Takeo Togano, Kenichiro Oka and Hidekatsu Nakagawa have submitted their resignation, effective as of the close of the general meeting. The stockholders are requested to hold an election to name replacements for these six Members of the Board. Required Information on Candidates for Members of the Board: Yukichi Deguchi

Personal History: April 1973 Joined the Company February 1998 Group Leader, PDP Development Promoting Group

April 2001 Director, Matsushita PDP Co., Ltd.; Group Leader, PDP Development Promoting Group

October 2001 Director, Matsushita PDP Co., Ltd.; General Manager, PDP Technical Dept.

May 2004 Director, Matsushita PDP Co., Ltd.; General Manager, PDP Technical Dept.; General Manager on Special Assignment, New Projects Development Division

June 2005 General Manager, Electronics & Information Related Products Division (Production & Technology)

May 2009 Assistant General Manager, Research & Development Division

Date of Birth: December 19, 1949 Shares Owned: 10,000

Kenji Ueno

Personal History: April 1975 Joined the CompanyJune 2001 Manager, Fibers & Textiles Planning & Administration Dept.

International Operations Sect. March 2003 Toray Industries (China) Co., Ltd. (Tokyo office);

General Manager on Special Assignment, Fibers & Textiles Division

July 2005 General Manager, International Fiber & Textile Operations Dept.

Date of Birth: April 3, 1951 Shares Owned: 7,000

June 2008 General Manager, International Division; General Manager, International Planning Dept.

41


Kojiro Maeda

Personal History: April 1976 Joined the CompanySeptember 1999 Executive Vice President, Toray Plastics (America), Inc.July 2004 General Manager, Film Products Development Center;

Director, Toray Advanced Film Co., Ltd. August 2006 President, Toray Plastics (America), Inc.

Date of Birth: Nevember 24, 1951 Shares Owned: 6,000

June 2008 Chairman of the Board, Toray Plastics (America), Inc. January 2009 Assistant General Manager, Manufacturing Division (Films) May 2009 General Manager, Manufacturing Division (Films) Kazuo Morimoto Personal History:

June 1975 Joined the Company April 2001 Vice President (Member of the Board), Toray Composites (America), Inc. March 2002 General Manager, Industrial Materials Dept. July 2004 Assistant General Manager, Industrial & Functional Materials

Division; General Manager, Industrial Materials Dept.

June 2007 General Manager, Industrial & Functional Materials Division; General Manager, Industrial Materials Dept.; General Manager on Special Assignment, Automotive Material Strategic Planning Dept.

Date of Birth: November 26, 1951 Shares Owned: 8,000

June 2008 General Manager, Purchasing & Logistics Division Note 1: There are no special interests between each of the other candidates for Member of the Board Position

and the Company.

42


Proposition No. 4: Election of two Corporate Auditors Motonori Nishida and Ichiro Sakai have submitted their resignation, effective as of the close of the general meeting. The stockholders are requested to hold an election to name replacements for these two corporate auditors. Required Information on Candidates for Corporate Auditor Position (The Company has obtained the Board of Corporate Auditors’ prior consent to the submission of this proposition.): Kazuo Sonoya

Personal History: April 1968 Joined the Company August 1992 General Manager on Special Assignment, Corporate Strategic

Planning Dept. January 1994 General Manager, International Fiber & Textile Operations Dept.January 1998 Director, Toray Fibers (Nantong) Co., Ltd.

General Manager on Special Assignment, Finance & Controller's Division (Chief, Finance & Controller’s Division for Nantong)

June 2001 General Manager, Auditing Dept.

Date of Birth September 23, 1945 Shares Owned: 19,063

Makoto Matsuo

Personal History: April 1975 Registered as a lawyer

(The Dai-ichi Tokyo Bar Association) Ozaki & Momo-o

September 1977 Entered Columbia University, Law School, U.S.A. May 1978 Master of Law (LL.M.) at Columbia University, Law School August 1978 Weil, Gotshal & Manges in New York, U.S.A. March 1979 Registered as a lawyer (New York, U.S.A.) September 1980 Partner, Ozaki & Momo-o April 1989 Established Momo-o, Matsuo & Namba

Date of Birth May 28, 1949 Shares Owned: 2,000

Note 1: There are no special interests between the candidates for corporate auditor position and the Company. Note 2: Makoto Matsuo is a candidate for outside corporate auditor position. Note 3: Matters concerning the candidate for outside corporate auditor position are as follows: (1) Reason for recommending him as candidate for outside corporate auditor position

Makoto Matsuo has held important positions in the legal profession and is known for his good personality and deep insight. He would conduct appropriate audits objectively. The Company thus recommends his election to the Board of Corporate Auditors as an outside corporate auditor.

43


(2) Reasons for believing that the candidate will be able to execute the duties of outside corporate auditor appropriately

Makoto Matsuo has established a highly regarded record of achievements in the legal profession and is deeply knowledgeable. We thus believe he will be able to execute the duties of outside corporate auditor appropriately.

(3) Outline of the agreement to limit the liability of outside corporate auditors

In accordance with the Articles of Incorporation, the Company intends to enter into an agreement with Makoto Matsuo, upon his assumption of office as corporate auditor, with respect to the limitation of liabilities for damages arising from negligence in the performance of duties. Under these agreements, the damage liability of each outside corporate auditor shall be limited to the minimum amount stipulated in Article 425, paragraph 1 of the Corporation Law if such outside corporate auditor has performed his or her duties in good faith and without gross negligence.

44


Proposition No. 5: Election of one Substitute Corporate Auditor The stockholders are requested to hold an preliminary election to name one substitute corporate auditor for Mitsuaki Yahagi and Makoto Matsuo in the case that the Proposition 4 above is approved as proposed, to prepare for cases where the number of corporate auditors falls below the number stipulated by laws and ordinances. Required Information on Candidate for Substitute Corporate Auditor Position (The Company has obtained the Board of Corporate Auditors’ prior consent to the submission of this proposition.): Kunihisa Hama

Personal History: April 1959 Appointed as Prosecutor January 1996 Superintending Prosecutor, The Tokyo High Public Prosecutor's

Office December 1997 Retired from office; Registered as a lawyer June 2001 Corporate Auditor June 2005 Retired from office June 2006 Substitute Corporate Auditor

Date of Birth December 2, 1934 Shares Owned: 1,000

Note 1: There are no special interests between the candidate for substitute corporate auditor position and the Company. Note 2: Kunihisa Hama is a candidate for substitute outside corporate auditor position. Note 3: Matters concerning the candidate for substitute outside corporate auditor position are as follows: (1) Reason for recommending him as candidate for substitute outside corporate auditor position

Kunihisa Hama has held important positions in the legal profession and is known for his good personality and deep insight. He would conduct appropriate audits objectively. The Company thus recommends his election to the Board of Corporate Auditors as an outside corporate auditor.

(2) Reasons for believing that the candidate will be able to execute the duties of outside corporate auditor appropriately

Kunihisa Hama has established a highly regarded record of achievements in the legal profession and is deeply knowledgeable. We thus believe he will be able to execute the duties of outside corporate auditor appropriately.

(3) Outline of the agreement to limit the liability of outside corporate auditors

In accordance with the Articles of Incorporation, the Company intends to enter into an agreement with Kunihisa Hama, upon his assumption of office as corporate auditor, with respect to the limitation of liabilities for damages arising from negligence in the performance of duties. Under these agreements, the damage liability of each outside corporate auditor shall be limited to the minimum amount stipulated in Article 425, paragraph 1 of the Corporation Law if such outside corporate auditor has performed his or her duties in good faith and without gross negligence.

45


Proposition No. 6: Granting of Retirement Benefits for retiring Members of the Board and retiring Corporate Auditors It is proposed that, in appreciation of the services rendered while in office of Messrs. Masayoshi Kamiura, Eizo Tanaka, Toshiyuki Takeda, Takeo Togano, Kenichiro Oka and Hidekatsu Nakagawa as members of the Board upon the resignation at the close of the general meeting, and of Motonori Nishida and Ichiro Sakai as corporate auditors upon the resignation at the close of the general meeting, retirement gratuities be granted to them within reason after taking into consideration the Company's internal regulations and past practices etc. It is also proposed that amounts, timing and ways of granting gratuities be decided at a meeting of the Board of Directors or at a meeting of Corporate Auditors respectively. Brief information on retiring Members of the Board and retiring Corporate Auditors: Masayoshi Kamiura Personal History: June 2001 Vice President (Member of the Board) June 2004 Senior Vice President (Member of the Board) June 2007 Senior Vice President (Member of the Board and Member of the Executive Committee) Eizo Tanaka Personal History: June 2002 Vice President (Member of the Board) June 2004 Senior Vice President (Member of the Board) June 2007 Senior Vice President (Member of the Board and Member of the Executive Committee) Toshiyuki Takeda Personal History: June 2005 Vice President (Member of the Board) June 2007 Senior Vice President (Member of the Board) Takeo Togano Personal History: June 2006 Vice President (Member of the Board) June 2007 Senior Vice President (Member of the Board) Kenichiro Oka Personal History: June 2005 Vice President (Member of the Board)

46


Hidekatsu Nakagawa Personal History: June 2007 Vice President (Member of the Board) Motonori Nishida Personal History: June 2005 Corporate Auditor Ichiro Sakai Personal History: June 2005 Corporate Auditor

47


The exercise of voting rights via the Internet is only possible through the website (http://www.web54.net (Japanese only)) designated by the Company exclusively for the purpose of exercising voting rights. When exercising voting rights via the Internet, please note the following points. 1. System requirements For the exercise of voting rights via the Internet, please check the following system environments: (1) A display monitor with a resolution of more than 800×600 (SVGA) is required. (2) The following applications are installed:

a. Microsoft® Internet Explorer Ver.5.01 SP 2 or higher b. Adobe® Acrobat® Reader™ Ver.4.0 or higher, or Adobe® Reader® Ver.6.0 or higher (for browsing voting

information, etc. on the screen) * Microsoft® and Internet Explorer are trademarks or registered trademarks of Microsoft Corporation, both in the

U.S.A. and/or other countries. * Adobe® Acrobat® Reader™ and Acrobat® Reader® are trademarks or registered trademarks of Adobe Systems

Incorporated, both in the U.S.A. and/or other countries. * These software applications are provided without charge through the websites of the respective corporations.

(3) In some cases including access from your office, etc., Internet access may be restricted by Firewalls, etc.. Please confirm the status of firewalls with your system administrator.

(4) The website employs a pop-up function. If you use any system to block pop-up windows automatically, such as a pop-up blocking function, please disable it when using the website.

2. Matters to note concerning the exercise of voting rights • If two or more online votes are exercised, only the latest vote will count. • If a vote is exercised in duplicate via online and via the enclosed proxy form, only the online vote will count. • Please exercise your voting rights via the Internet by 5:30 p.m., Tuesday, June 23, 2009 (Japan standard

time). 3. Matters to note concerning your Password • A temporary password is our means to verify if the person voting is a genuine stockholder. Please keep this

password strictly confidential as well as a registered seal and personal identification number. We are unable to respond to any telephone inquiries.

• If you input the wrong password more than a certain number of times, your password will be locked and rendered unusable. If you desire the issuance of a new password, please take the procedures shown in the instructions on the screen.

4. Inquiries concerning the operation of your personal computer • If you need instructions to operate your personal computer in order to exercise your voting rights via the

Internet, please contact the following support desk: Transfer Agent Web Support, The Chuo Mitsui Trust and Banking Co., Ltd. Phone: +81-(0)120-65-2031 (Office hour 9:00 a.m.～9:00 p.m., weekdays)

• For inquiries regarding your registered address, number of shares held, or related matters, please contact

the following center: Transfer Agent Business Center, The Chuo Mitsui Trust and Banking Co., Ltd.Phone: -81-(0)120-78-2031 (Office hour 9:00 a.m.～5:00 p.m., weekdays)

For Institutional Investors

In addition to voting via the Internet as mentioned above, institutional investors have the option of voting via the Electronic Proxy Voting Platform operated by ICJ Inc. (a company established by Tokyo Stock Exchange, Inc., etc.).

A Guide for the Exercise of Voting Rights via the Internet