UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CALGON CARBON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED OCTOBER [●], 2017

[                    ], 2017

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of CALGON CARBON CORPORATION (“Calgon Carbon,” the “Company,” “we,” “our” or “us”) to be held at [                    ], on [                    ], 2017, at [                    ], local time (such meeting, including any adjournment or postponement thereof, the “special meeting”).

At the special meeting, holders of our common stock, par value $0.01 per share (“Calgon Carbon common stock”), will be asked to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger, dated as of September 21, 2017 (as it may be amended from time to time, the “merger agreement”), by and among Calgon Carbon, Kuraray Co., Ltd., a company organized under the laws of Japan (“Kuraray”), Kuraray Holdings U.S.A., Inc., a Delaware corporation (“Parent”) and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Calgon Carbon (the “merger”), with Calgon Carbon surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray, (2) a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Calgon Carbon’s named executive officers in connection with the consummation of the merger, and (3) a proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or in the absence of a quorum.

If the merger is completed, you will be entitled to receive $21.50 in cash, without interest and less any applicable withholding taxes, for each share of Calgon Carbon common stock you own.

The Calgon Carbon board of directors has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Calgon Carbon and its stockholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Calgon Carbon board of directors unanimously recommends that stockholders of Calgon Carbon vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Calgon Carbon’s named executive officers in connection with the consummation of the merger, and (3) “FOR” the proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or in the absence of a quorum.

The accompanying proxy statement provides detailed information about the merger agreement and the merger and provides specific information about the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Calgon Carbon board of directors in connection with its evaluation of the merger agreement and the merger. We urge you to read the proxy statement, including any documents incorporated by reference, and the annexes carefully and in their entirety. In addition, you may obtain information about Calgon Carbon from documents filed with the SEC. See “Where You Can Find Additional Information.”

Your vote is very important, regardless of the number of shares you own. The merger cannot be completed unless stockholders holding a majority of the outstanding shares of Calgon Carbon common stock entitled to vote at the special meeting vote in favor of the proposal to adopt the merger agreement. A failure to vote your shares of Calgon Carbon common stock on the proposal to adopt the merger agreement will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Georgeson LLC, toll-free at (866) 295-3782.

On behalf of your board of directors, thank you for your continued support.

Sincerely,

Randall S. Dearth

Chairman of the Board, President and Chief

Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits or fairness of the merger, the merger agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated [                    ], 2017 and is first being mailed to Calgon Carbon stockholders on or about [                    ], 2017.

CALGON CARBON CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

[                    ], 2017

To Our Stockholders:

Notice is hereby given that a special meeting of the stockholders of CALGON CARBON CORPORATION, a Delaware corporation (“Calgon Carbon,” the “Company,” “we,” “our” or “us”), will be held on [                    ] 2017 at [        ], local time, at [                    ] (such meeting, including any adjournment or postponement thereof, the “special meeting”) for the following purposes:

Only stockholders of record of Calgon Carbon common stock, par value $0.01 per share (“Calgon Carbon common stock”), at the close of business on [                    ], 2017 are entitled to notice of and to vote at the special meeting.

The Calgon Carbon board of directors has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Calgon Carbon and its stockholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Calgon Carbon board of directors unanimously recommends that stockholders of Calgon Carbon vote (1) “FOR” the merger proposal, (2) “FOR” the advisory compensation proposal and (3) “FOR” the adjournment proposal.

Your vote is important, regardless of the number of shares of Calgon Carbon common stock you own. The adoption of the merger agreement by the affirmative vote of stockholders holding a majority of the outstanding shares of Calgon Carbon common stock entitled to vote at the special meeting is a condition to the completion of the merger. Each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of a majority of the votes cast with respect to such matter at the special meeting.

Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy card and thus ensure that your shares of Calgon Carbon common stock will be represented at the special meeting. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services. If your shares of Calgon Carbon common stock are held in the name of a broker, bank or other nominee, you should instruct your broker, bank or

other nominee on how you wish to vote your shares of Calgon Carbon common stock in accordance with the voting instruction card furnished by your broker, bank or other nominee.

YOUR VOTE IS VERY IMPORTANT. YOU MAY VOTE BY MAIL, THROUGH THE INTERNET, BY TELEPHONE OR BY ATTENDING THE SPECIAL MEETING AND VOTING BY BALLOT, ALL AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU FAIL TO VOTE ON THE ADOPTION OF THE MERGER AGREEMENT OR FAIL TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE ON HOW TO VOTE, THE EFFECT WILL BE THE SAME AS A VOTE AGAINST THE ADOPTION OF THE MERGER AGREEMENT.

Please note that we intend to limit attendance at the special meeting to Calgon Carbon stockholders of record as of the record date (or their authorized representatives). If your shares of Calgon Carbon common stock are held by a broker, bank or other nominee, please bring to the special meeting your statement evidencing your beneficial ownership of Calgon Carbon common stock as of the record date. All stockholders and authorized representatives should also bring photo identification. A list of stockholders entitled to notice of and to vote at the special meeting will be available for examination by any stockholder for any purpose germane to the special meeting at our corporate headquarters located at 3000 GSK Drive, Moon Township, Pennsylvania 15108, during regular business hours for a period of at least 10 days prior to the special meeting and will be available for examination by any stockholder during the special meeting.

The accompanying proxy statement provides a detailed description of the merger and the merger agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and the annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, of which this notice forms a part, would like additional copies of the proxy statement or need help voting your shares of Calgon Carbon common stock, please contact Georgeson LLC, Calgon Carbon’s proxy solicitor, at:

Georgeson LLC

1290 Avenue of the Americas

9th Floor

New York, NY 10104

Toll-Free: (866) 295-3782

By Order of the Board of Directors,

Chad Whalen

Secretary

Moon Township, Pennsylvania

[                    ], 2017

SUMMARY VOTING INSTRUCTIONS

YOUR VOTE IS VERY IMPORTANT

Ensure that your shares of Calgon Carbon common stock are voted at the special meeting by submitting your proxy or, if your shares of Calgon Carbon common stock are held in the name of a broker, bank or other nominee, by contacting your broker, bank or other nominee. If you do not vote or do not instruct your broker, bank or other nominee on how you wish to vote your shares of Calgon Carbon common stock, it will have the same effect as voting “AGAINST” the adoption of the merger agreement.

If your shares of Calgon Carbon common stock are registered in your name: submit your proxy as soon as possible by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope, so that your shares of Calgon Carbon common stock can be voted at the special meeting. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services.

If your shares of Calgon Carbon common stock are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares of Calgon Carbon common stock are voted at the special meeting.

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Georgeson LLC, our proxy solicitor, at:

Georgeson LLC

1290 Avenue of the Americas

9th Floor

New York, NY 10104

Toll-Free: (866) 295-3782

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address certain questions you may have regarding the special meeting and the merger. Calgon Carbon urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the special meeting and the merger. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

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For a discussion of the factors that the Calgon Carbon board of directors considered in determining to recommend the adoption of the merger agreement, see the section entitled “The Merger (Proposal 1) — Reasons for the Merger.” In considering the recommendation of the Calgon Carbon board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Calgon Carbon stockholders generally. For a discussion of these interests, see the section entitled “The Merger (Proposal 1) — Interests of Calgon Carbon’s Non-Executive Directors and Executive Officers in the Merger.”

As of the close of business on [                    ], 2017, the record date for the special meeting, there were [●] shares of Calgon Carbon common stock outstanding.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your votes will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

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Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Stockholder of Record. If your shares of Calgon Carbon common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the stockholder of record with respect to those shares of Calgon Carbon common stock, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote your shares of Calgon Carbon common stock in person at the special meeting. We have enclosed a proxy card for you to use.

Beneficial Owner. If your shares of Calgon Carbon common stock are held in a brokerage account or in the name of a broker, bank or other nominee, you are considered the beneficial owner of those shares of Calgon Carbon common stock, and these proxy materials are being forwarded to you together with a voting instruction card by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares of Calgon Carbon common stock. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares of Calgon Carbon common stock, and you are also invited to attend the special meeting where you can vote your shares of Calgon Carbon common stock in person in accordance with the following procedures. Because a beneficial owner is not the stockholder of record, you may not vote these shares of Calgon Carbon common stock at the special meeting, unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares

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of Calgon Carbon common stock giving you the right to vote the shares of Calgon Carbon common stock at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this proxy from your broker, bank or other nominee who is the stockholder of record.

If you are the stockholder of record, you may vote in any of the following ways:

Although Calgon Carbon offers four different voting methods, Calgon Carbon encourages you to vote through the Internet, as Calgon Carbon believes it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. If you vote your shares of Calgon Carbon common stock through the Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers.

If your shares of Calgon Carbon common stock are held in a brokerage account or in the name of a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of Calgon Carbon common stock held for you in what is known as “street name.” If this is the case, this proxy statement has been forwarded to you by your broker, bank or other nominee, or its agent. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares of Calgon Carbon common stock. Because a beneficial owner is not the stockholder of record, you may not vote these shares of Calgon Carbon common stock at the special meeting, unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares of Calgon Carbon common stock giving you the right to vote the shares of Calgon Carbon common stock at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this proxy from your broker, bank or other nominee who is the stockholder of record.

If you hold your shares of Calgon Carbon common stock in the name of a broker, bank or other nominee, please refer to the information on the voting instruction card forwarded to you by your broker, bank or other nominee to see which voting options are available to you. In many cases, you may be able to submit your voting instructions by the Internet or telephone. If you do not properly submit your voting instructions, the broker, bank or other nominee will not be able to vote on these proposals. Under applicable rules, brokers, banks and other nominees have the discretion to vote on routine matters. The proposals in this proxy

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statement are non-routine matters, and therefore brokers, banks and other nominees cannot vote on these proposals without your instructions. This means that a “broker non-vote” cannot occur at the special meeting. Therefore, it is important that you cast your vote by instructing your broker, bank or nominee on how you wish to vote your shares of Calgon Carbon common stock.

The requisite number of votes to approve the other two proposals is based on the total number of votes cast at the special meeting. If you do not vote or abstain from voting, it will have no effect on either the advisory compensation proposal or adjournment proposal, assuming a quorum is present at the special meeting.

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The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. If you transfer your shares of Calgon Carbon common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting, but not the right to receive the merger consideration.

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Georgeson LLC

1290 Avenue of the Americas

9th Floor

New York, NY 10104

Toll-Free: (866) 295-3782

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference in this proxy statement, includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that is not based on historical fact, including statements containing the words “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” “targets,” and similar expressions. Calgon Carbon intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by Calgon Carbon or any other person that the results expressed therein will be achieved. Calgon Carbon assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements.

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THE COMPANIES

Calgon Carbon Corporation

Calgon Carbon Corporation is a global leader in innovative solutions, high quality products and reliable services designed to protect human health and the environment from harmful contaminants in water and air. As a leading manufacturer of activated carbon, with broad capabilities in ultraviolet light disinfection, Calgon Carbon provides purification solutions for drinking water, wastewater, pollution abatement, and a variety of industrial and commercial manufacturing processes.

Calgon Carbon common stock is listed on the NYSE under the symbol “CCC.”

Calgon Carbon’s principal executive offices are located at 3000 GSK Drive, Moon Township, Pennsylvania 15108, its telephone number is (412) 787 - 6700 and its Internet website address is www.calgoncarbon.com. The information provided on or accessible through Calgon Carbon’s website is not, and will not be deemed to be, part of this proxy statement and is not incorporated into this proxy statement by this or any other reference to Calgon Carbon’s website provided in this proxy statement.

Detailed descriptions about Calgon Carbon’s business and financial results are contained in its Annual Report on Form 10-K for the year ended December 31, 2016, and subsequent reports filed with the SEC, which are incorporated in this proxy statement by reference. See the section entitled “Where You Can Find Additional Information.”

Kuraray Co., Ltd.

Kuraray, incorporated under the laws of Japan, is a global leader in the manufacture and sale of specialty chemicals, resins, fibers, textiles, film productions, high performance material and medical products. Kuraray has offices, research and production facilities in 27 countries, including several production facilities and sales offices across the Americas, cultivating a lineup of world-class products in both developed and emerging markets.

Kuraray’s shares are traded on the Tokyo Stock Exchange under the symbol “3405”.

The principal executive offices of Kuraray are located at Ote Center Building,1-1-3, Otemachi, Chiyoda-ku, Tokyo 100-8115, Japan and its telephone number at that address is +81-3-6701-1000.

Kuraray Holdings U.S.A., Inc.

Parent, a Delaware corporation, is a wholly owned subsidiary of Kuraray. Parent conducts all of its operations through two subsidiaries. Kuraray America, Inc., based in Houston, Texas, manufactures and sells a diverse group of Kuraray’s products in the United States. Monosol LLC, based in Merrillville, Indiana, is a developer and manufacturer of water-soluble film.

The principal executive offices of Parent are located at 2625 Bay Area Boulevard, Suite 600, Houston, TX 77058 and its telephone number is (800) 423-9762.

KJ Merger Sub, Inc.

Merger Sub, a Delaware corporation, is a wholly owned subsidiary of Parent and was formed by Parent on September 15, 2017 solely for the purposes of entering into the merger agreement and effecting the merger. Merger Sub has not conducted any business operations other than that incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist as a separate entity.

The principal executive offices of Merger Sub are located at 2625 Bay Area Boulevard, Suite 600, Houston, TX 77058 and its telephone number is (800) 423-9762.

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THE SPECIAL MEETING

This proxy statement is being provided to Calgon Carbon stockholders as part of a solicitation of proxies by the Calgon Carbon board of directors for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides Calgon Carbon stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held at [                    ] on [                    ], 2017 at [            ], local time, unless the special meeting is adjourned or postponed. We intend to mail this proxy statement and the accompany proxy card on or about [                    ], 2017, to all stockholders entitled to vote at the special meeting.

Purpose of the Special Meeting

At the special meeting, Calgon Carbon stockholders will be asked to consider and vote on the following proposals:

Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described in the section entitled “The Merger Agreement.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to adopt the merger agreement and vote not to approve the advisory compensation proposal and vice versa. Because the vote on the advisory compensation proposal is advisory in nature only, it will not be binding on either Calgon Carbon or Kuraray. Accordingly, if the merger agreement is adopted by Calgon Carbon stockholders and the merger is completed, the merger-related compensation may be paid to Calgon Carbon’s executive officers even if the stockholders fail to approve the proposal.

Recommendation of the Calgon Carbon Board of Directors

After consideration of all factors the Calgon Carbon board of directors deemed relevant, the Calgon Carbon board of directors unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, determined that they are fair to and in the best interests of Calgon Carbon and its stockholders, and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Certain factors considered by the Calgon Carbon board of directors in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement can be found in the section entitled “The Merger (Proposal 1) — Reasons for the Merger.”

The Calgon Carbon board of directors unanimously recommends that Calgon Carbon stockholders vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

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Record Date; Voting Information

Only holders of record of Calgon Carbon common stock at the close of business on [                    ], 2017, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting or any adjournments or postponements thereof. At the close of business on the record date, [●] shares of Calgon Carbon common stock were issued and outstanding and held by [●] holders of record.

Holders of record of Calgon Carbon common stock are entitled to one vote for each share of Calgon Carbon common stock they own at the close of business on the record date.

Brokers, banks or other nominees who hold shares of Calgon Carbon common stock for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares of Calgon Carbon common stock, however, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of non-routine matters, which include all of the proposals being voted on at the special meeting.

Voting by Calgon Carbon’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of Calgon Carbon were entitled to vote [●] shares of Calgon Carbon common stock, or approximately [●]% of the shares of Calgon Carbon common stock outstanding on that date. We currently expect that Calgon Carbon’s directors and executive officers will vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of them has any obligation to do so.

Quorum

The presence at the special meeting in person or represented by proxy of stockholders holding a majority of the votes which all stockholders of Calgon Carbon common stock are entitled to cast on the particular matter at the close of business on the record date for the special meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement and will subject Calgon Carbon to additional expense. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. Abstentions are counted as present or represented for purposes of determining the presence or absence of a quorum. In the event that a quorum is not present, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies. If a new record date is set for an adjourned special meeting, then a new quorum will have to be established.

Required Vote

The merger proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of Calgon Carbon common stock entitled to vote at the special meeting. A failure to vote your shares of Calgon Carbon common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The advisory compensation proposal and the adjournment proposal each require the affirmative vote of stockholders holding a majority of votes cast with respect to such proposals at the special meeting. A failure to vote your shares of Calgon Carbon common stock or an abstention from voting will have no effect on such proposals, assuming a quorum is present at the special meeting.

Voting by Stockholders

After carefully reading and considering the information contained in this proxy statement, each stockholder of record (that is, if your shares of Calgon Carbon common stock are registered in your name with Calgon

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Carbon’s transfer agent, Computershare) should vote by mail, through the Internet, by telephone or by attending the special meeting and voting by ballot, according to the instructions described below.

Voting Methods

For stockholders of record:

If your shares of Calgon Carbon common stock are held in your name by Calgon Carbon’s transfer agent, Computershare, you can vote:

For beneficial owners:

If your shares of Calgon Carbon common stock are held in a brokerage account or in the name of a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of Calgon Carbon common stock held for you in what is known as “street name.” As beneficial owner, have the right to direct your broker, bank or other nominee on how to vote your shares of Calgon Carbon common stock. Because a beneficial owner is not the stockholder of record, you may not vote these shares of Calgon Carbon common stock at the special meeting unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares of Calgon Carbon common stock giving you the right to vote such shares of Calgon Carbon common stock at the special meeting.

Proxies received at any time before the special meeting and not expired, revoked or superseded before being voted will be voted at the special meeting. If the proxy indicates a specification, it will be voted in accordance with the specification. If no specification is indicated, the proxy will be voted “FOR” the merger proposal, thereby voting such shares of Calgon Carbon common stock in favor of approving the merger, “FOR” the advisory compensation proposal, and “FOR” the adjournment proposal.

Revocation of Proxies

Stockholders of record retain the power to revoke their proxy or change their vote, even if they sign the proxy card or voting instruction card in the form accompanying this proxy statement, via telephone or via the Internet. Stockholders of record can revoke their proxy or change their vote at any time before it is exercised by giving written notice to our Secretary at 3000 GSK Drive, Moon Township, Pennsylvania 15108, specifying such revocation. Stockholders of record may also change their vote by timely delivery of a valid, later-dated proxy or by voting by ballot in person at the special meeting. Simply attending the special meeting will not constitute revocation of your proxy. If your shares of Calgon Carbon common stock are held in the name of a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies. If you have voted via the Internet or via telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.

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Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or represented by proxy, but votes to abstain with respect to any particular matter or otherwise abstains from voting with respect to any matter. Abstentions will be included in the calculation of the number of votes present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal. However, the requisite number of shares required to approve the other two proposals is based on the number of votes cast at the special meeting, therefore abstentions have no effect on such proposals.

Failure to Vote

If you do not vote and do not attend the special meeting in person or by proxy, your shares will have the same effect as a vote “AGAINST” the merger proposal, but will have no effect on the advisory compensation or the adjournment proposal.

If you hold your shares of Calgon Carbon common stock in the name of a broker, bank or other nominee, please refer to the information on the voting instruction card forwarded to you by your broker, bank or other nominee to see which voting options are available to you. In many cases, you may be able to submit your voting instructions by the Internet or telephone. If you do not properly submit your voting instructions, the broker, bank or other nominee will not be able to vote on these proposals. Under applicable rules, brokers, banks and other nominees have the discretion to vote on routine matters. The proposals in this proxy statement are non-routine matters, and therefore brokers, banks and other nominees cannot vote on these proposals without your instructions. This means that a “broker non-vote” cannot occur at the special meeting. Therefore, it is important that you cast your vote by instructing your broker, bank or nominee on how you wish to vote your shares of Calgon Carbon common stock.

Tabulation of Votes

All votes will be tabulated by a representative of Computershare, who will act as the inspector of election appointed for the special meeting and will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The Calgon Carbon board of directors is soliciting your proxy, and Calgon Carbon will bear the cost of soliciting proxies. Georgeson has been retained to assist with the solicitation of proxies. Georgeson will be paid approximately $15,500 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Calgon Carbon common stock, in which case Calgon Carbon will reimburse these parties for their reasonable out-of-pocket expenses for forwarding solicitation material to such beneficial owners. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or via the Internet by Georgeson or by certain of Calgon Carbon’s directors, officers and employees, without additional compensation.

Attending the Special Meeting

Only stockholders of record as of the close of business on the record date or their duly appointed proxies are entitled to attend the special meeting. If your shares of Calgon Carbon common stock are held in the name of a broker, bank or other nominee, you may attend the special meeting if you bring evidence of beneficial ownership as of the record date for the special meeting, such as a copy of your most recent account statement or similar evidence of ownership of Calgon Carbon common stock. If your shares of Calgon Carbon common stock are held in the name of a broker and you wish to vote at the special meeting, you must also bring a proxy from the

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record holder (your broker, bank or other nominee) of the shares of Calgon Carbon common stock authorizing you to vote at the special meeting. All stockholders and beneficial owners should bring photo identification (a driver’s license or passport is preferred), as you will also be asked to provide photo identification at the registration desk on the day of the special meeting or any adjournment or postponement of the special meeting. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting. These rules will be printed on the meeting agenda. Even if you plan to attend the special meeting, we encourage you to vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or otherwise unable to) attend the special meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the special meeting.

Adjournments and Postponements

In addition to the merger proposal and the advisory compensation proposal, stockholders of Calgon Carbon are also being asked to approve a proposal that will give the Calgon Carbon board of directors authority to adjourn the special meeting from time to time, if necessary or appropriate in the view of the Calgon Carbon board of directors, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or in the absence of a quorum. In addition, the Calgon Carbon board of directors could postpone the meeting before it commences. If the special meeting is so adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you return a signed proxy and do not indicate how you wish to vote on any proposal, your shares of Calgon Carbon common stock will be voted in favor of each proposal. If you return a signed proxy and indicate that you wish to vote in favor of the merger proposal but do not indicate a choice on the adjournment proposal, your shares of Calgon Carbon common stock will be voted in favor of the adjournment proposal.

Any adjournment may be made without notice to another time or place if the date, time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If the Calgon Carbon board of directors fixes a new record date for the adjourned meeting, or if the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Other Information

You should not return your stock certificate or send documents representing Calgon Carbon common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of Calgon Carbon common stock for the merger consideration.

Assistance

If you need assistance in completing your proxy card or have questions regarding the special meeting, please call Georgeson, our proxy solicitor, toll-free at (866) 295-3782.

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THE MERGER (PROPOSAL 1)

The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are urged to read the merger agreement carefully and in its entirety.

Effects of the Merger

Pursuant to the terms of the merger agreement, if the merger agreement is adopted by Calgon Carbon stockholders and if the other conditions to the closing of the merger are satisfied or waived, at the effective time, Merger Sub will be merged with and into Calgon Carbon, with Calgon Carbon surviving the merger as a wholly owned subsidiary of Parent and indirect wholly owned subsidiary of Kuraray.

At the effective time, each outstanding share of Calgon Carbon common stock issued and outstanding immediately before the effective time (other than dissenting shares and shares owned by Calgon Carbon, Kuraray or any direct or indirect wholly owned subsidiary of Kuraray, which will be cancelled) will be converted into the right to receive the merger consideration of $21.50 in cash, without interest and subject to any applicable withholding taxes.

Calgon Carbon common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “CCC.” As a result of the merger, Calgon Carbon will cease to be a publicly traded company and will be wholly owned by Parent. Following the completion of the merger, the Calgon Carbon common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Calgon Carbon will no longer be required to file periodic reports with the SEC with respect to its common stock in accordance with applicable law, rules and regulations.

Background of the Merger

As part of Calgon Carbon’s ongoing strategic planning process, members of the Calgon Carbon board of directors and members of Calgon Carbon’s senior management periodically review and assess Calgon Carbon’s operations, financial performance and competitive position, as well as industry trends and potential strategic initiatives. In addition, members of Calgon Carbon’s senior management also meet with the Calgon Carbon board of directors in the ordinary course of business to discuss strategic alternatives in order to enhance stockholder value, including the discussion of, among other things, business combinations, acquisitions, divestures, dividends and share repurchases. In connection with these reviews and assessments, the Calgon Carbon board of directors and members of Calgon Carbon’s senior management from time to time seek input from financial and strategic advisors and, once the Calgon Carbon board of directors has decided to pursue a particular initiative or requires specialized legal advice in connection therewith, the assistance of outside legal advisors.

On August 5, 2016, a member of Kuraray’s Corporate Management Planning Department contacted Calgon Carbon investor relations personnel by email. The representative of Kuraray stated that Kuraray recognized Calgon Carbon as a global market leader in activated carbon and requested a meeting to discuss a potential partnership between Calgon Carbon and a subsidiary of Kuraray and asked the investor relations personnel to forward Kuraray’s request to Calgon Carbon management.

From August 7, 2016 to August 9, 2016, a member of Kuraray’s Corporate Management Planning Department and a member of Calgon Carbon’s corporate development team corresponded regarding the date for a potential meeting, the potential executive attendees of such meeting, and potential agenda. Kuraray indicated that its desired agenda included general introductions of the parties’ respective businesses and “preliminary discussion regarding potential partnership and/or business synergies.” The parties agreed on a meeting date of October 18, 2016.

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On October 18, 2016, Mr. Coccagno, Mr. Schott and a member of Calgon Carbon’s corporate development team met with representatives of Kuraray at Calgon Carbon’s headquarters in Moon Township, Pennsylvania. At the meeting, the parties discussed high-level, introductory facts regarding their respective businesses. Kuraray did not make any specific proposals regarding a strategic partnership or other strategic transaction at the meeting.

On November 29, 2016, a member of Kuraray’s Corporate Management Planning Department emailed a member of Calgon Carbon’s corporate development team to request a meeting in January 2017 with Mr. Dearth. Mr. Dearth had not attended the October 18, 2016 meeting. The representative of Kuraray also indicated in the email that Kuraray would like to “start discussion regarding potential collaboration such as business alliances, capital tie-up, or M&A.” In the email, Kuraray also requested a visit to one of Calgon Carbon’s virgin activated carbon facilities and noted that a non-disclosure agreement would be appropriate.

Between November 30, 2016 and January 10, 2017, representatives of Kuraray and of Calgon Carbon discussed logistics for the January 2017 meeting and site visits, negotiated the terms of a non-disclosure agreement, and agreed to an agenda for the January 2017 meeting. Kuraray indicated that the meeting would include “[d]iscussion on potential collaboration ideas,” without reference to an acquisition of Calgon Carbon.

In December 2016, representatives of Calgon Carbon contacted Morgan Stanley, Calgon Carbon’s longstanding financial advisor, to inform Morgan Stanley of Calgon Carbon’s October 18, 2016 meeting with Kuraray and the upcoming meeting and site visits with Kuraray and to brief Morgan Stanley ahead of any future discussions between Morgan Stanley and Kuraray regarding a potential transaction.

On December 20, 2016, representatives of Morgan Stanley informed representatives of Mitsubishi UFJ Morgan Stanley Securities (“MUMSS”), a Japanese affiliate of Morgan Stanley, of the discussions between Calgon Carbon and Kuraray and briefed MUMSS ahead of any future discussions between MUMSS and Kuraray regarding a potential transaction.

On January 4, 2017, Mr. Whalen contacted Jones Day, Calgon Carbon’s longstanding corporate counsel, to discuss Kuraray’s potential interest in a strategic transaction with Calgon Carbon and the terms of a proposed non-disclosure agreement.

On January 5, 2017, Calgon Carbon, representatives of Morgan Stanley and representatives of MUMSS held a telephone call for representatives of Morgan Stanley and representatives of MUMSS to provide information and insights on Kuraray to Calgon Carbon.

On January 10, 2017, Kuraray and Calgon Carbon executed and delivered the non-disclosure agreement. Between January 10, 2017 and January 12, 2017, Calgon Carbon provided representatives of Kuraray with tours of Calgon Carbon’s ultraviolet manufacturing and fabrication plant in Coraopolis, Pennsylvania, carbon manufacturing plant in Pearlington, Mississippi, and carbon reactivation plant in Gila Bend, Arizona. On January 10, 2017, members of Calgon Carbon management also participated in a management meeting with representatives of Kuraray, at which the parties discussed potential collaboration opportunities between Kuraray and Calgon Carbon. In such meeting, Mr. Fuyuo Ueyama of Kuraray indicated that one such potential collaboration opportunity would be an acquisition by Kuraray of Calgon Carbon. In response, a representative of Calgon Carbon’s legal department present at such meeting stated to the representatives of Kuraray that Calgon Carbon was not for sale.

On January 17, 2017, Mr. Ueyama sent an email to Mr. Dearth thanking Calgon Carbon for hosting the January 10-12 site visits and management discussion. Mr. Ueyama wrote that the sessions enabled Kuraray to confirm its perspective that a combination of Calgon Carbon and Kuraray would be highly attractive to Kuraray and generate significant value for the parties’ respective stakeholders. The email also stated that Kuraray would like to request some additional information that would be helpful to Kuraray in continuing its evaluation.

On January 19, 2017, Mr. Dearth responded by email to Mr. Ueyama, thanking Kuraray for its interest in learning more about Calgon Carbon, but stating that, consistent with Calgon Carbon’s statement in the

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January 10, 2017 management meeting, Calgon Carbon was not for sale. Further, Mr. Dearth declined to provide due diligence information to Kuraray.

On January 24, 2017, Mr. Ueyama emailed Mr. Dearth to indicate that, while Kuraray respected Calgon Carbon’s strategic direction as communicated by Mr. Dearth to Mr. Ueyama on January 19, 2017, Kuraray would nevertheless like to continue discussions and would follow up with Mr. Coccagno on this topic. Later on January 24, 2017, Mr. Ueyama emailed Mr. Coccagno, attaching a high-level due diligence request list and proposing a meeting in Pittsburgh on either February 22 or 27, 2017. Calgon Carbon did not respond to either such email.

On January 27, 2017, in response to Kuraray’s request of January 24, 2017, and at the direction of Calgon Carbon, representatives of MUMSS met with Mr. Ueyama and a member of Kuraray’s Corporate Management Planning Department at Kuraray’s headquarters in Tokyo, Japan, and conveyed to Kuraray that Calgon Carbon was unwilling to provide or discuss detailed business information of the kind contained in the January 24, 2017 due diligence request list or to otherwise provide any material nonpublic information at that time. Mr. Ueyama informed representatives of MUMSS that Kuraray would continue to evaluate Calgon Carbon based on publicly available information and had retained Goldman Sachs & Co. LLC (“Goldman Sachs”) as its financial advisor with respect to the potential transaction with Calgon Carbon.

On February 7, 2017, representatives of MUMSS met with Mr. Ueyama and a member of Kuraray’s Corporate Management Planning Department at Kuraray’s headquarters in Tokyo, Japan, and indicated to Kuraray on behalf of Calgon Carbon that Calgon Carbon would be open to the possibility of another meeting and reiterated that if such a meeting were to occur, Calgon Carbon remained unwilling to provide or discuss detailed business information of the kind contained in the January 24, 2017 due diligence request list or to otherwise provide any material nonpublic information at that time. Mr. Ueyama confirmed to the representatives of MUMSS that those limitations on the meeting were acceptable to Kuraray.

On February 8, 2017, Mr. Ueyama emailed Mr. Coccagno to propose a meeting and dinner in New York, New York on February 27, 2017. Mr. Coccagno confirmed the February 27, 2017 meeting and dinner with Mr. Ueyama by email on February 13, 2017.

On February 15, 2017, the Calgon Carbon board of directors held a regularly scheduled meeting. At the meeting, Mr. Dearth discussed with the directors the initial approaches made by Kuraray and the companies’ discussions to date, including the fact that Kuraray had not at that time made any proposal regarding a strategic transaction between Kuraray and Calgon Carbon.

On February 21, 2017, Japanese news agencies reported that the Japanese competition authorities had opened an investigation of thirteen activated carbon companies, including both Kuraray and Calgon Carbon’s Japanese division, with respect to potential antitrust violations in Japan.

On February 27, 2017, representatives of Kuraray met with Messrs. Dearth, Coccagno and Whalen at the offices of Mayer Brown LLP (“Mayer Brown”), longstanding counsel to Kuraray, in New York, New York and also attended a dinner together that evening. Mr. Ueyama and a member of Kuraray’s Corporate Management Planning Department, as well as a representative of Mayer Brown, attended the meeting and dinner. At the meeting, the representatives of Kuraray indicated that, in light of the investigation by Japanese competition authorities, Kuraray had decided to temporarily suspend its consideration of a strategic transaction with Calgon Carbon. At that time, Kuraray had not made any proposals regarding a strategic transaction between Kuraray and Calgon Carbon. Also at the meeting, the parties discussed developments in their respective businesses. Neither the representatives of Calgon Carbon nor the representatives of Kuraray shared any material nonpublic information at the meeting or at the subsequent dinner. At the dinner, representatives of Kuraray learned that Mr. Coccagno would be traveling to Tokyo, Japan in March 2017 on Calgon Carbon business unrelated to any discussions with Kuraray and the parties agreed that Mr. Ueyama and Mr. Coccagno should have dinner in Tokyo, Japan at such time.

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On March 14, 2017, Mr. Coccagno had dinner with Mr. Ueyama in Tokyo, Japan. At the dinner, Mr. Coccagno and Mr. Ueyama did not have any material discussions pertaining to a potential strategic transaction between Kuraray and Calgon Carbon.

On April 4, 2017, Mr. Ueyama emailed Mr. Coccagno to propose a meeting in New York, New York in May 2017, to be followed by a dinner. Mr. Ueyama requested that the meeting include Mr. Dearth, Mr. Coccagno and Mr. Whalen and indicated that the purpose would be to discuss developments in the businesses of both Kuraray and Calgon Carbon since the parties’ meeting on February 27, 2017.

On May 31, 2017, Messrs. Dearth, Coccagno and Whalen of Calgon Carbon met with Messrs. Ito and Ueyama of Kuraray and a representative of Kuraray’s legal department in New York, New York, and also attended a dinner together that evening. At the meeting, the parties presented their respective high-level financial positions and recent trends in their respective businesses. Mr. Dearth again indicated to Kuraray that Calgon Carbon was not for sale. Nevertheless, representatives of Kuraray indicated that Kuraray would likely send Calgon Carbon an indication of Kuraray’s interest in a strategic transaction with Calgon Carbon, to be delivered in early- to mid-June 2017. At this time, the representatives of Kuraray did not provide details of what the proposed strategic transaction might involve, including whether it would be an acquisition of all of Calgon Carbon, an acquisition of a specific business of Calgon Carbon, or another strategic transaction.

On June 5, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All directors were present except for Messrs. Alexander and Paro. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. At the meeting, the Calgon Carbon board of directors determined that, in light of the potential for fast-paced and frequent developments with respect to Kuraray’s potential proposal, it was appropriate to form a working group of directors (which is referred to as the “working group”) to ensure an effective and efficient exploration of any proposal made by Kuraray. The Calgon Carbon board of directors determined that Messrs. Dearth, Rupert, Newlin, Lyons and Alexander would serve on the working group and that the full board of directors would retain decisional authority over any proposed transaction.

On June 14, 2017, Mr. Ueyama emailed a PDF letter to Mr. Dearth. The letter was addressed to Mr. Dearth, and signed by Mr. Ito . The letter contained a non-binding proposal whereby Kuraray would acquire Calgon Carbon for $20.00 per share in cash. Such proposed price represented a premium of approximately 29.9% to the closing price of Calgon Carbon’s common stock on June 13, 2017, and a premium of approximately 40.8% to the volume weighted average price of Calgon Carbon’s common stock over the 30 preceding trading days. The proposal was subject to completion of customary due diligence and the approval of Kuraray’s board of directors. The letter stated that the proposed transaction would not be subject to any financing condition or contingency. The letter also included a draft exclusivity agreement, whereby Calgon Carbon would provide Kuraray with a 60-day exclusivity period. The letter indicated that Kuraray intended to maintain the headquarters of the business in the United States and retain and rely on the existing management and employee base following completion of a transaction. After receipt of the letter, Mr. Dearth informed the other members of the Calgon Carbon board of directors and directed Mr. Whalen to convene a special meeting of the board of directors to discuss the letter.

On June 15, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All directors were present except for Mr. Rupert. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting was a representative of Jones Day. At the meeting, the directors discussed various aspects of the June 14, 2017 proposal from Kuraray and directed the working group and Calgon Carbon’s senior management team to work with Morgan Stanley to evaluate the proposal from a financial point of view and to report back to the full board of directors.

On June 29, 2017, the working group held a telephonic meeting. All members of the working group were present except for Mr. Alexander. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of

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Morgan Stanley and of Jones Day. At the meeting, the representatives of Morgan Stanley reviewed and discussed with the working group the terms of the June 14, 2017 proposal received from Kuraray and Morgan Stanley’s preliminary financial analysis of the Company’s standalone valuation and the proposed transaction with Kuraray. The working group, the members of the Calgon Carbon senior management team and representatives of Morgan Stanley discussed a list of other potential strategic and financial companies that might be interested in an acquisition of Calgon Carbon at that time, and determined that it was highly unlikely that any of those potential counterparties would be interested in an acquisition of Calgon Carbon and have the ability to implement an acquisition of Calgon Carbon at that time due to competing strategic priorities and recent acquisitions in the industry. The working group discussed various aspects of the June 14, 2017 proposal and, with input from representatives of both Morgan Stanley and Jones Day, determined to recommend to the full board of directors that Calgon Carbon continue to engage with Kuraray and proceed to a phase of limited and focused due diligence.

On July 5, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All directors were present. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, was Mr. Whalen. Also present at the meeting were representatives of Jones Day. At the meeting, Mr. Dearth conveyed to the other directors the recommendation of the working group. The Calgon Carbon board of directors, after further considering the June 14, 2017 proposal and the preliminary financial analysis prepared by Morgan Stanley for the June 29, 2017 meeting of the working group, unanimously determined that it was appropriate and in the best interests of Calgon Carbon to continue discussions with Kuraray and to provide Kuraray with Calgon Carbon’s strategic plan and limited other nonpublic information for purposes of enabling Kuraray to increase its proposed price above $20.00.

On July 6, 2017, Mr. Dearth and Mr. Coccagno had dinner with Mr. Ueyama and a member of Kuraray’s Corporate Management Planning Department in Pittsburgh, Pennsylvania. At the dinner, Mr. Dearth informed Mr. Ueyama that the Calgon Carbon board of directors and its advisors had reviewed Kuraray’s proposal and determined that the proposed price of $20.00 per share was not compelling because it did not adequately reflect the value that could be derived from Calgon Carbon executing its strategic plan on a standalone basis. Mr. Dearth further indicated that, while Calgon Carbon was not for sale, the Calgon Carbon board of directors would be willing to permit Kuraray to conduct limited and focused due diligence, including sharing with Kuraray Calgon Carbon’s strategic plan and limited other nonpublic information. Mr. Dearth told Mr. Ueyama that Calgon Carbon expected that Kuraray’s review of such nonpublic information would enable Kuraray to identify substantial additional value in a potential acquisition of Calgon Carbon that was not, in Calgon Carbon’s view, reflected in Kuraray’s proposed price of $20.00 per share. Mr. Dearth further told Mr. Ueyama that if a revised proposal were submitted by Kuraray, the Calgon Carbon board of directors would again carefully evaluate the merits of such revised proposal. Mr. Ueyama indicated to Mr. Dearth that Kuraray was pleased that it would have the opportunity to learn more about Calgon Carbon and to continue discussions regarding a potential acquisition of Calgon Carbon. Neither Mr. Dearth nor Mr. Ueyama discussed Kuraray’s request for exclusivity contained in the June 14, 2017 proposal.

On July 7, 2017, Mr. Dearth emailed a letter to Mr. Ueyama. The letter was addressed to Mr. Ito, and signed by Mr. Dearth. The letter restated the verbal message that Mr. Dearth conveyed to Mr. Ueyama on July 6, 2017. The letter indicated that the appropriate next step would be for representatives of Goldman Sachs to contact representatives of Morgan Stanley.

On July 11, 2017, the Investment Committee of the Calgon Carbon board of directors held a special telephonic meeting. All members of the Investment Committee were present, in addition to Mr. Rupert, who participated in an ex-officio capacity at the invitation of the Investment Committee. Present at the meeting from the Calgon Carbon senior management team were Messrs. Dearth, Coccagno, Fortwangler and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. Pursuant to the charter of the Investment Committee, the purpose of the Investment Committee is to, among other things, oversee Calgon Carbon’s financial metrics for purposes of strategic plans and review financial valuations in connection with

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mergers and acquisitions activities, and therefore the Calgon Carbon board of directors determined that it was appropriate for the Investment Committee to review Calgon Carbon’s strategic financial plan in connection with Kuraray’s proposed transaction, and to report to the full board of directors regarding the Investment Committee’s views. At the meeting, Mr. Coccagno presented to the Investment Committee proposed adjustments to and pro forma presentations of Calgon Carbon’s strategic plan, which is referred to as the Calgon Carbon Projections (see the section entitled “The Merger (Proposal 1) — Certain Calgon Carbon Unaudited Prospective Financial Information” for more information). The Investment Committee discussed various aspects of the pro forma information and other adjustments contained in the Calgon Carbon Projections and determined that the Calgon Carbon Projections were reasonable and appropriate, and should be discussed at a subsequent meeting of the full Calgon Carbon board of directors.

On July 18, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All directors were present. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno, Fortwangler and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, members of the Investment Committee discussed with the directors the Calgon Carbon Projections and stated that the Investment Committee had determined that the Calgon Carbon Projections were reasonable and appropriate, including with respect to the adjustments and pro forma presentations contained therein. The directors adopted the Calgon Carbon Projections. After excusing Mr. Dearth and the other members of the senior management team (other than Mr. Whalen), the independent directors continued discussions with their advisors. The independent directors discussed whether Mr. Dearth and other members of Calgon Carbon’s senior management team had any conflict of interest with respect to the potential transaction, in light of the potential payments to be made to certain executives in certain situations after a change in control of Calgon Carbon or in light of the potential for continued employment of the senior management team by the business after the closing of a potential transaction. The independent directors determined that, based on the information available to them at that time, no conflict of interest existed with respect to the senior management team in a potential transaction with Kuraray, and further determined to continue to monitor the relevant facts and the potential for any divergent interests of the senior management team with respect to the potential transaction.

On July 25, 2017, representatives of Goldman Sachs sent representatives of Morgan Stanley a proposed list of due diligence topics that Kuraray believed should be covered as part of the upcoming management meeting, including topics related to Calgon Carbon’s businesses and sub-segments, Calgon Carbon’s strategic plan and a comparison of that plan to historical performance, Calgon Carbon’s business strategy and technology, and potential synergies.

On July 26, 2017, Calgon Carbon’s director of investor relations received a telephone call from a news reporter seeking comment from Calgon Carbon on a report published on a United Kingdom-based financial blog. According to the news reporter, the financial blog had published an item that an unidentified party had interest in acquiring Calgon Carbon. The referenced blog post was not apparently available to the public at that time. Calgon Carbon declined to comment. The same financial blog would later make additional postings about the potential sale of Calgon Carbon to an Asian buyer on August 8, 2017 and August 11, 2017, which posts were available to the public.

On July 31, 2017, the Calgon Carbon senior management team, including Messrs. Dearth, Schott, Coccagno, Fortwangler and Whalen met with representatives of Kuraray at the offices of Jones Day in Pittsburgh, Pennsylvania. At the meeting, Calgon Carbon delivered a management presentation to the representatives of Kuraray and provided information on topics relating to Calgon Carbon’s various strategic initiatives, its financial results, and the Calgon Carbon Projections. Later on July 31, 2017, the Calgon Carbon senior management team held a dinner in Pittsburgh, Pennsylvania with the representatives of Kuraray. Also on July 31, 2017, representatives of Goldman Sachs communicated to representatives of Morgan Stanley that Kuraray would likely make a revised proposal to acquire Calgon Carbon in the coming days.

On August 4, 2017, Calgon Carbon’s director of investor relations received an inbound email from a separate news reporter seeking comment from Calgon Carbon on information that Calgon Carbon had received a

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takeover approach from Kuraray, had rejected the offer as too low, and had engaged a third party consultant to review Calgon Carbon’s business. Calgon Carbon declined to comment.

On August 8, 2017, Calgon Carbon and Morgan Stanley entered into an engagement letter with respect to Morgan Stanley’s engagement as Calgon Carbon’s financial advisor in connection with a possible transaction.

On August 10, 2017, representatives of Goldman Sachs delivered to representatives of Morgan Stanley, by email, a PDF copy of a letter addressed to Mr. Dearth and signed by Mr. Ito. In the letter, Kuraray increased its offer to $21.00 per share, included a request for exclusivity with Calgon Carbon for a period of 30 days, and stated that Kuraray was confident that it could complete due diligence, negotiate definitive documentation and announce a transaction with Calgon Carbon within 30 days. The offer of $21.00 per share represented a premium of approximately 55.6% to the closing price of Calgon Carbon’s common stock on August 10, 2017, and a premium of approximately 34% to the volume weighted average price of Calgon Carbon’s common stock over the 30 preceding trading days.

On August 11, 2017, the working group held a telephonic meeting. All members of the working group were present except for Mr. Alexander. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, was Mr. Whalen. Also present at the meeting were representatives of Jones Day. At the meeting, the working group discussed at length the revised offer and strategies for eliciting a higher offer from Kuraray.

On August 16, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All directors were present except for Mr. Paro. Present at the meeting from the Calgon Carbon management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, representatives of Morgan Stanley reviewed and discussed with the Calgon Carbon board of directors the terms of the August 10, 2017 proposal received from Kuraray and Morgan Stanley’s preliminary financial analysis of the Company’s standalone valuation and transaction proposed by Kuraray. The directors discussed the revised proposal at length, including the potential benefit of securing certain cash value for Calgon Carbon’s stockholders, the significant premium level of the proposal to the current trading price of Calgon Carbon’s common stock, the effect of fluctuations in such trading price on the dollar value of the proposal, the risks and challenges associated with executing the strategic plan (including those associated with achieving the Calgon Carbon Projections) and the potential upsides of executing such plan, the relative probability of obtaining greater value from potential third party acquirors including the discussions at the June 29, 2017 meeting of the board of directors regarding the low likelihood that another potential acquiror would have the ability to and interest in acquiring Calgon Carbon in the near future, the potential necessity for consolidation in the industries in which Calgon Carbon operates, the Board’s confidence in the senior management team and in the assumptions underlying the Calgon Carbon Projections, and the preliminary standalone valuation analysis discussed with representatives of Morgan Stanley. The directors received advice from representatives of Morgan Stanley and Jones Day on various potential strategic responses to Kuraray. At the conclusion of the meeting, the Calgon Carbon board of directors directed the representatives of Morgan Stanley to attempt to elicit a higher offer from Kuraray without offering a specific counterproposal.

On August 21, 2017, representatives of Goldman Sachs held a telephone call with representatives of Morgan Stanley. On the call, Goldman Sachs, at the direction of Kuraray, informed Morgan Stanley that Kuraray was prepared to increase its proposal to $21.50 per share, but that $21.50 per share was the maximum amount that Kuraray would be willing to pay to acquire Calgon Carbon and that Kuraray would not continue to negotiate if $21.50 per share was not acceptable to the Calgon Carbon board of directors. The offer of $21.50 per share represented a premium of 72% to the closing price of Calgon Carbon’s common stock on August 21, 2017, and a premium of approximately 43% to the volume weighted average price of Calgon Carbon’s common stock over the 30 preceding trading days.

On August 23, 2017, the Calgon Carbon board of directors held a special meeting at the Marriott Pittsburgh Airport. Messrs. Dearth, Rupert, Lyons and Massimo were present in person, and Ms. Roberts and Messrs.

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Alexander, Newlin, Paro and Templin were present telephonically. Present in person at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present in person at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, the directors discussed the revised proposal of $21.50 per share at length. The representatives of Morgan Stanley conveyed to the directors the view expressed by Goldman Sachs that, because Kuraray had used publicly available data for Calgon Carbon to form the basis for its original $20.00 per share proposal and the Calgon Carbon Projections were substantially similar in many respects to the publicly available data, the due diligence information provided to Kuraray to date did not, in Kuraray’s view, support a valuation meaningfully higher than $20.00 per share. The representatives of Morgan Stanley further conveyed to the directors that Goldman Sachs had indicated the proposal reflected the maximum amount that Kuraray would be willing to pay to acquire Calgon Carbon. Representatives of Morgan Stanley reviewed and discussed with the directors the terms of the August 21, 2017 proposal received from Kuraray and Morgan Stanley’s preliminary financial analysis of Calgon Carbon’s standalone valuation and the transactions proposed by Kuraray, and the representatives of Morgan Stanley observed to the directors, among other things, that the proposal of $21.50 per share compared favorably to Morgan Stanley’s preliminary financial analysis of Calgon Carbon’s standalone valuation. The directors discussed various strategic considerations at length, including the risks and potential upsides of continuing to operate Calgon Carbon’s business on a standalone basis. The directors, together with members of the senior management team and the representatives of Morgan Stanley, also discussed at length third parties that could potentially be interested in a strategic transaction with Calgon Carbon, and the low likelihood that any third party would be interested in and capable of acquiring Calgon Carbon at a price superior to $21.50 per share in the near future. Members of the senior management team also discussed potential third party acquirors with the directors, and also advised the directors that none were likely to compete with Kuraray’s current proposal in the near future. The directors also noted that neither management nor Morgan Stanley had received any inbound acquisition interest in response to the recent market rumors concerning the potential sale of Calgon Carbon. At the meeting, Mr. Dearth confirmed to the other directors that, despite the reference in Kuraray’s June 14, 2017 proposal to Kuraray’s desire to rely on existing management following completion of the transaction, there had been no other overtures or discussions from Kuraray to any member of the senior management team or to the representatives of Morgan Stanley on such topic. At the conclusion of the foregoing discussions among the directors, members of the senior management team, representatives of Morgan Stanley and representatives of Jones Day, and after meeting in executive session without members of management (including Mr. Dearth) present, the Calgon Carbon board of directors unanimously determined that Calgon Carbon should proceed to provision of confirmatory due diligence material and the negotiation of definitive transaction documentation at the proposed price of $21.50 per share. The directors also determined not to grant exclusivity to Kuraray at such time.

On August 28, 2017, representatives of Goldman Sachs sent representatives of Morgan Stanley a due diligence request list.

On August 29, 2017, Messrs. Dearth and Coccagno, while traveling to Tokyo, Japan on Calgon Carbon business unrelated to a potential transaction with Kuraray, met with Messrs. Ito and Ueyama. At the meeting, the representatives of Kuraray indicated that Kuraray was interested in announcing a transaction as soon as possible and closing a transaction prior to the end of 2017, and that it would be Kuraray’s intention, after the closing of a transaction, to operate Calgon Carbon as a relatively standalone division of Kuraray for the immediate future. While Mr. Ueyama did not explicitly state to Messrs. Dearth and Coccagno that Kuraray would expect to continue to employ Calgon Carbon’s current senior management team, Messrs. Dearth and Coccagno inferred from the foregoing statements, and from statements made by Mr. Ueyama on the same day concerning due diligence to be conducted by Mercer LLC (“Mercer”), human resources consultant to Kuraray, that it would likely be Kuraray’s desire to do so.

On August 30, 2017, representatives of Jones Day sent Mayer Brown a draft merger agreement. Among other things, the draft contained a “two-tiered” termination fee pursuant to which Calgon Carbon would be required to pay to Kuraray a fee of 1.0% of the transaction equity value if Calgon Carbon accepted a superior alternative proposal within 45 days after the execution of the merger agreement and a fee of 2.0% of the

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transaction equity value if Calgon Carbon took such action after that 45-day period, and also required that Kuraray accept any and all conditions imposed by regulatory authorities in connection with regulatory approval of the transaction.

On August 31, 2017, Morgan Stanley provided access to Kuraray and its advisors to a virtual data room. From August 31, 2017, until September 20, 2017, Calgon Carbon and its representatives used the virtual data room to provide customary due diligence materials to Kuraray and its advisors. From September 5, 2017 to September 13, 2017, Calgon Carbon, Kuraray and their respective advisors also held due diligence conference calls on topics including business operations, finance, tax matters, litigation, employee benefits and executive compensation, environmental and safety compliance and intellectual property.

On September 5, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All members of the Calgon Carbon board of directors were present, except for Mr. Templin. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, Mr. Dearth informed the other directors of the contents of the August 29, 2017 meeting in Tokyo. The directors directed a representative of Jones Day to participate in the due diligence session to be conducted by Mercer, and directed Jones Day to ensure that Mercer, on behalf of Kuraray, did not broach topics with Mr. Dearth that would be inappropriate for discussion without advance approval of the independent directors of the board authorizing such discussion, such as proposals for post-closing employment arrangements. Also at the meeting, the directors again discussed with members of the senior management team and representatives of Morgan Stanley whether it would be beneficial to solicit acquisition interest from alternate third parties, and again determined that the likelihood of any such interest existing was small, and that it was appropriate to negotiate for and rely on customary rights in the merger agreement to accept superior proposals after announcement of a transaction.

At the September 5, 2017 meeting, the independent directors also met with representatives of Jones Day, and without representatives of Morgan Stanley and without any members of the senior management team (including Mr. Dearth). The independent directors discussed various aspects of the potential conflict of interest that could arise if Mr. Dearth or other members of the senior management team were to enter into employment discussions with Kuraray. The independent directors concluded that, while the proposed purchase price had already been agreed pursuant to negotiations that were directed by the full board including all independent directors, it would also be prudent for all other material terms of a potential transaction to be agreed before Mr. Dearth, or other members of the senior management team, discussed post-closing employment arrangements with Kuraray. The independent directors directed Jones Day to instruct the senior management team that management should consult the independent directors before any employment discussions took place. The independent directors also discussed other methods of managing the potential conflict of interest arising from such employment discussions. The independent directors also discussed and received advice from Jones Day concerning certain terms of the draft merger agreement that related to the directors’ exercise of their fiduciary duties under Delaware law. At the conclusion of the meeting, Jones Day verbally informed Messrs. Dearth and Whalen of the independent directors’ decision regarding post-closing employment arrangements and asked that they so inform the other members of Calgon Carbon’s senior management team. Later on September 5, 2017, Mr. Whalen so informed Messrs. Coccagno, Schott and Fortwangler. Messrs. Dearth, Whalen, Coccagno, Schott and Fortwangler all agreed to refrain from discussing post-closing employment arrangements with Kuraray or its representatives without the advance approval of Calgon Carbon’s independent directors.

On September 6, 2017, representatives of Goldman Sachs called representatives of Morgan Stanley to inform Morgan Stanley that Kuraray would be requesting to meet with Mr. Dearth during the week of September 11, 2017 in order to present Mr. Dearth with an offer for post-transaction employment. Goldman Sachs also indicated that Kuraray was targeting September 21, 2017 to finalize negotiations.

On September 7, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All members of the Calgon Carbon board of directors were present, except for Mr. Massimo. Present at the meeting

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from the Calgon Carbon senior management team, in addition to Mr. Dearth, was Mr. Whalen. Also present at the meeting were representatives of Jones Day. At the meeting, Mr. Dearth informed the other directors of the September 6, 2017 message from Goldman Sachs to Morgan Stanley. At the meeting, the independent directors of Calgon Carbon reaffirmed their view that Mr. Dearth should not receive, nor discuss, a post-closing employment offer until all material terms of the merger agreement were negotiated, and Mr. Dearth concurred with the decision of the other directors.

On September 8, 2017, representatives of Mayer Brown sent Jones Day a markup of Calgon Carbon’s draft of the merger agreement. Among other things, the revised draft contained provisions that restricted Calgon Carbon from paying its ordinary course dividend during the pendency of a transaction, set a single-tier termination fee of 4.0% of the transaction equity value, and did not require Kuraray to accept any divestiture requirements or conduct restrictions in achieving regulatory approval for a transaction. Over the weekend of September 9, 2017, representatives of Jones Day, Mayer Brown, Morgan Stanley and Goldman Sachs discussed and negotiated key provisions of the merger agreement, including the foregoing referenced provisions.

On September 11, 2017, representatives of Jones Day sent representatives of Mayer Brown a markup of the merger agreement. Among other things, the revised draft contained provisions that allowed Calgon Carbon to continue its ordinary course dividend prior to the closing of the merger (if approved by the Calgon Carbon board of directors), that required Kuraray to, as part of obtaining regulatory approval for the transaction, accept such divestiture requirements and conduct restrictions as would not be materially adverse to Kuraray or to Calgon Carbon, and contained a two-tier termination fee of 1.5% - 3.0% of the transaction equity value.

On September 12, 2017, representatives of Mayer Brown sent representatives of Jones Day a markup of the merger agreement. Among other things, the revised draft contained a limited form of Calgon Carbon’s position that Kuraray must accept divestitures and conduct restrictions as part of obtaining regulatory approval for the transaction, and contained a single-tier termination fee of 3.0% of the transaction equity value.

On September 13, 2017, representatives of Morgan Stanley contacted representatives of Goldman Sachs and indicated that Calgon Carbon may be amenable to a 3.0% single-tier termination fee if Kuraray were to accept Calgon Carbon’s September 11, 2017 proposal on regulatory approval matters. Later on September 13, 2017, representatives of Mayer Brown sent representatives of Jones Day a markup of the merger agreement, and representatives of Mayer Brown and Jones Day held a conference call to further negotiate the terms of the merger agreement. Also later on September 13, 2017, although Mayer Brown had sent multiple iterative drafts of the merger agreement to Jones Day since September 12, 2017, Jones Day requested that Mayer Brown send another fully integrated draft of the merger agreement to Jones Day, which Jones Day intended to use to fully describe to the Calgon Carbon board of directors the currently proposed terms. Later on September 13, 2017, Mayer Brown sent Jones Day such revised draft. Early in the morning of September 14, 2017, Jones Day sent Mayer Brown clarifying questions concerning Mayer Brown’s latest draft of the merger agreement, which Mayer Brown answered.

Later on September 14, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All members of the Calgon Carbon board of directors were present, except for Mr. Paro. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, representatives of Jones Day presented to the directors the material terms of the current draft of the merger agreement. Among other things, the directors discussed with representatives of Jones Day and of Morgan Stanley the proposed “termination fee” of 3.0% of the transaction equity value and the events in which it would become payable, which representatives of Morgan Stanley advised the directors was a relatively low termination fee for transactions of the kind being considered by Calgon Carbon. The directors discussed with the representatives of Morgan Stanley that the size of the premium being offered by Kuraray would make it less likely that any third party acquiror would make a topping bid, and that the 3.0% termination fee and the other customary “no-shop” provisions were not designed to preclude or unreasonably discourage any such bid. The directors also considered Kuraray’s repeated refusal to accept Calgon Carbon’s proposed “two-tier” fee structure, pursuant to which a

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lower termination fee would be applicable for a period immediately after the announcement of a transaction, and considered the fact that Kuraray had decreased its position on the termination fee amount from 4.0% to 3.0%.

In a session of the independent directors, with representatives of Morgan Stanley and of Jones Day present but having excused members of management including Mr. Dearth, the independent directors determined that it was appropriate to accept the material terms of the merger agreement that had been negotiated to the board’s satisfaction, and that it would be appropriate, at this time, to allow Kuraray to discuss post-transaction employment with Mr. Dearth, pursuant to Kuraray’s repeated requests to do so. Also in such session of the independent directors, the independent directors determined that, while Kuraray may wish to retain other executives on a post-closing basis, only Mr. Dearth should be engaged in employment discussions with Kuraray at this time.

Later on September 14, 2017, representatives of Jones Day sent a revised draft of the merger agreement to Mayer Brown.

On September 15, 2017, pursuant to the Calgon Carbon board of directors’ authorization on September 14, 2017, Mr. Dearth held a meeting with representatives of Kuraray at the offices of Jones Day in Pittsburgh, Pennsylvania to discuss Mr. Dearth’s potential retention by Kuraray on a post-transaction basis. At such meeting, the representatives of Kuraray provided to Mr. Dearth not only an employment term sheet for Mr. Dearth, but also employment term sheets for Messrs. Coccagno, Schott, Fortwangler and Whalen, and one other member of Calgon Carbon’s management team who is not a named executive officer of Calgon Carbon. After the meeting, Mr. Dearth delivered those term sheets to those individuals and informed a representative of Jones Day what had occurred.

Later on September 15, 2017, representatives of Jones Day and representatives of Mayer Brown held a conference call to discuss unresolved legal issues contained in Jones Day’s merger agreement draft of September 14, 2017, all of which unresolved legal issues Jones Day believed were not material to the overall potential transaction.

On September 16, 2017, representatives of Mayer Brown sent a revised draft of the merger agreement to Jones Day. The draft merger agreement contained a closing condition for the benefit of Kuraray requiring that there must not have been a “material adverse effect” on Calgon Carbon between January 1, 2017, and the closing of the merger. While a substantially similar closing condition had been present in Mayer Brown’s September 8, 2017 draft of the merger agreement, it had been deleted from Jones Day’s September 11, 2017 draft and was not contained in Mayer Brown’s September 13, 2017 draft, the terms of which were approved by the Calgon Carbon board of directors. Mayer Brown did not indicate, during the September 15, 2017 conference call to discuss unresolved legal issues, that the provision would be inserted into the merger agreement.

Later on September 16, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All members of the Calgon Carbon board of directors were present, except for Mr. Paro. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, representatives of Jones Day discussed with the directors the addition of the “material adverse effect” condition, and noted to the directors that certain other terms of the merger agreement that were not material to the overall transaction remained subject to continued negotiation. The Calgon Carbon board of directors noted that the independent directors had permitted the September 15, 2017 employment meeting between Mr. Dearth and representatives of Kuraray on the basis that all material terms of the merger agreement had been finalized in the form described by Jones Day to the directors on September 14, 2017. Also at the meeting, Mr. Dearth informed the directors that, on September 15, 2017, representatives of Kuraray had provided to Mr. Dearth not only an employment term sheet for Mr. Dearth, but also employment term sheets for Messrs. Coccagno, Schott, Fortwangler and Whalen. Mr. Dearth indicated to the directors that he had delivered those term sheets to those individuals without substantive comment thereon. Mr. Dearth also reported to the directors that the contents of

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the term sheets were consistent with each employee’s current salary level, with a retention bonus to be paid out to the employees at the conclusion of three years’ employment post-closing (see the section entitled “The Merger (Proposal 1) — Interests of Calgon Carbon’s Non-Executive Directors and Executive Officers in the Merger” for more information). Mr. Dearth, and the representatives of Jones Day and of Morgan Stanley, confirmed to the Calgon Carbon board of directors that they were unaware that Kuraray would be delivering proposed employment term sheets in respect of executives other than Mr. Dearth. The directors also discussed the fact that it would be unlikely that Mr. Dearth could fully negotiate definitive terms of an employment arrangement with Kuraray prior to September 21, 2017, which date was Kuraray’s stated target date for finalizing negotiations. After substantial discussion, including in a session of the independent directors without Mr. Dearth and other members of management present, but including representatives of Jones Day, the Calgon Carbon board of directors determined that, in light of the proposed price of $21.50 per share which the directors considered highly favorable to the Calgon Carbon stockholders, and in light of the potential for negative business, economic and geopolitical developments in the near-term that could jeopardize Kuraray’s ability or desire to enter into a definitive agreement at such price, Calgon Carbon’s management should be focused on announcing a transaction by September 21, 2017, and therefore should not be distracted by personal employment negotiations at this time, particularly when meaningfully complete negotiation of employment terms was not practicable in the allotted window of time. On that basis, the independent directors of Calgon Carbon’s board of directors, acting in session without members of management present, determined that Mr. Rupert and representatives of Jones Day should instruct Calgon Carbon’s senior management team, including Mr. Dearth, not to negotiate personal employment arrangements with Kuraray at this time, and that representatives of Morgan Stanley should convey such decision to representatives of Goldman Sachs so that it would be communicated to Kuraray. Also in the session of independent directors with representatives of Jones Day present, the independent directors of the Calgon Carbon board of directors reaffirmed that Mr. Rupert, in his capacity as Calgon Carbon’s lead independent director, should continue to be involved in all material negotiations between Calgon Carbon and Kuraray and asked that representatives of Jones Day communicate directly with Mr. Rupert on a regular basis. From September 16, 2017 until the execution and delivery of the merger agreement on September 21, 2017, representatives of Jones Day communicated all material updates in the transaction process directly to Mr. Rupert.

Later on September 16, 2017, representatives of Morgan Stanley spoke by telephone with representatives of Goldman Sachs and indicated that Calgon Carbon was not open to negotiations between Kuraray and any employee of Calgon Carbon prior to the announcement of a transaction. Also later on September 16, 2017 representatives of Jones Day indicated to Mayer Brown that the Calgon Carbon board of directors was surprised by Mayer Brown’s inclusion of the “material adverse effect” closing condition in the latest draft of the merger agreement since it was not contained in the draft approved by the directors that purported to contain the parties’ agreement on all material terms of the merger agreement. Representatives of Mayer Brown responded to Jones Day that, notwithstanding the absence of the condition from subsequent drafts and from the September 15, 2017 conference call between Jones Day and Mayer Brown, Mayer Brown believed the condition had been implicitly agreed during the negotiation with Jones Day held on September 13, 2017, and that in any event Kuraray would not be willing to enter into a transaction with such a meaningful per share premium without a customary “material adverse effect” condition.

On September 17, 2017, Mr. Ueyama emailed Mr. Dearth to indicate that it was a critical priority for Kuraray to reach an agreement with Mr. Dearth prior to entering into a definitive agreement. Mr. Ueyama also indicated that it would be ideal to reach agreement with the other executives as well, but that Kuraray could be flexible with respect to others besides Mr. Dearth. Mr. Dearth promptly forwarded this message to Mr. Rupert, Mr. Whalen and representatives of Jones Day, and did not respond to Mr. Ueyama.

On September 18, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All members of the board of directors were present. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, representatives of Jones Day discussed with the directors the position of Mayer Brown that an omission in the September 13, 2017 markups had caused the misunderstanding with respect to the “material adverse effect” condition. Also at the meeting, the

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directors discussed the September 17, 2017 email from Mr. Ueyama, and the fact that, at the direction of Kuraray, Goldman Sachs had also indicated to Morgan Stanley that Kuraray would be unwilling to enter into a definitive agreement unless it had some form of assurance that Mr. Dearth would be likely to continue his employment post-closing. The directors also discussed the fact that a delay in executing a definitive agreement would not be beneficial to Calgon Carbon or its stockholders, for reasons discussed and agreed at the September 16, 2017 board meeting. Mr. Dearth also disclosed to the directors that representatives of Mercer had contacted him on the morning of September 18 to follow-up on his meeting on September 15 with representatives of Kuraray and that Mr. Dearth had not replied to such message and had forwarded it to Mr. Whalen and a representative of Jones Day. In a session of the independent directors after having excused management, including Mr. Dearth, the independent directors, after receiving related advice from Jones Day, determined that it would be appropriate for Calgon Carbon to agree to the “material adverse effect” condition, as it was consistent with market practice for transactions of this type and because the board of directors believed that the incremental risk to the transaction that such condition created was outweighed by the potential premium to Calgon Carbon’s stockholders that Kuraray was currently proposing. The independent directors noted that, consistent with the negotiations thus far, Mr. Dearth should continue to not be directly involved in the negotiation of the terms of the merger agreement, and again noted that up to that time, all material decisions concerning price negotiations had been handled by the full board. The independent directors further determined that, if the material terms of the merger agreement were agreed, it would be appropriate for Mr. Dearth to negotiate his employment status with Kuraray at such time.

Later on September 18, 2017, a representative of Mercer contacted Mr. Dearth via email to convey logistical information and, in a separate email, to inquire as to whether Mr. Dearth had received any feedback on the term sheets delivered to management. Mr. Dearth did not reply to such messages and forwarded such messages to Mr. Whalen and a representative of Jones Day. Afterwards on September 18, 2017, a representative of Jones Day and a representative of Goldman Sachs separately contacted Mercer to state that Mr. Dearth was instructed not to respond to Mercer and that Mercer should refrain from contacting Mr. Dearth until further notice. Per the board’s request, a representative of Jones Day kept Mr. Rupert informed on a current basis of all material developments. Afterwards on September 18, 2017, representatives of Jones Day sent a markup of the merger agreement to Mayer Brown, and indicated that Calgon Carbon would be willing to agree to the “material adverse effect” condition if Kuraray would accept Calgon Carbon’s position on the remainder of the unresolved legal issues in the merger agreement. Jones Day also indicated to Mayer Brown that the resumption of employment conversations between Mr. Dearth and Kuraray would be permitted only after Kuraray had accepted such proposal.

On the morning of September 19, 2017, representatives of Mayer Brown communicated to representatives of Jones Day that such proposal was acceptable to Kuraray, subject to certain exceptions. Later on September 19, 2017, after receiving advice from Jones Day, Mr. Rupert instructed Jones Day that the exceptions required by Mayer Brown were acceptable, and that, in accordance with the determination of the independent directors at the meeting of the Calgon Carbon board of directors on the previous day, it was acceptable for Mr. Dearth to commence negotiations with Kuraray. Mr. Rupert and a representatives of Jones Day thereafter informed Mr. Dearth of this instruction.

During September 19 and September 20, 2017, Calgon Carbon, Kuraray, Mr. Dearth and Mr. Dearth’s personal employment counsel negotiated the scope of the agreement that Kuraray would require from Mr. Dearth in order for Kuraray to execute the merger agreement. On the morning of September 20, 2017, Mr. Dearth executed and delivered a letter to Kuraray that read as follows: “Subject to my current legal obligations including my employment agreement, I am pleased to confirm that as described below, I will be committed to remaining in my current role as CEO of [Calgon Carbon] following its merger with a subsidiary of [Kuraray]. Yesterday we discussed certain proposed terms of my retention by [Calgon Carbon] following the merger. While I am comfortable in principle with those terms, more work must be done to study the details and implications of my proposed retention. Over the course of the next few weeks I will negotiate in good faith, using your proposal as the basis for our discussions, to complete our arrangements.” The negotiations that have occurred as of the date of the filing of this proxy statement are described in the section entitled “The Merger (Proposal 1) — Interests of Calgon Carbon’s Non-Executive Directors and Executive Officers in the Merger.”

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Throughout September 20, 2017, and into the early morning of September 21, 2017, Calgon Carbon, Kuraray and their respective legal and financial advisors finalized negotiation of the merger agreement, consistent with the agreement as to all material terms that was reached on the morning of September 19, 2017, and subject to the final approval of each party’s board of directors.

In the afternoon of September 20, 2017, the Calgon Carbon board of directors held a special telephonic meeting. All members of the Calgon Carbon board of directors were present. Present at the meeting from the Calgon Carbon senior management team, in addition to Mr. Dearth, were Messrs. Coccagno and Whalen. Also present at the meeting were representatives of Morgan Stanley and of Jones Day. At the meeting, representatives of Jones Day provided the directors with an update on the terms of the merger agreement, and representatives of Morgan Stanley reviewed with the directors updated financial analysis of the proposed transaction with Kuraray. After discussion among the Calgon Carbon board of directors and its advisors, representatives of Morgan Stanley delivered to the Calgon Carbon board of directors an oral opinion, confirmed by delivery of a written opinion dated September 20, 2017, that, as of September 20, 2017, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion (a final draft of which had been provided to the Calgon Carbon board of directors prior to the meeting), the merger consideration of $21.50 per share in cash that would be received by holders of shares of the Company Common Stock (other than holders of the Excluded Shares) pursuant to the merger agreement was fair from a financial point of view to the holders of such shares. The Calgon Carbon board of directors again affirmed its belief, arrived at after discussions with members of Calgon Carbon’s senior management team and representatives of Morgan Stanley, that Kuraray was the potential strategic transaction party most likely to offer the greatest value in the near term to Calgon Carbon’s stockholders and that if any other buyer were willing and capable of providing superior value, announcing a transaction with Kuraray would be the best way to elicit such an offer, and such an offer would not be precluded by the terms of the merger agreement. The Calgon Carbon board of directors also believed, after discussions with members of Calgon Carbon’s senior management team and representatives of Morgan Stanley regarding the statements made by Goldman Sachs to Morgan Stanley during negotiations, that the $21.50 per share price was the maximum amount that Kuraray would be willing to pay to acquire Calgon Carbon, and acknowledged the risk that any delay or interruption in the negotiations with Kuraray could result in Kuraray withdrawing its proposal. Following discussion among the directors, and after careful consideration, the Calgon Carbon board of directors unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, determined that they are fair to and in the best interests of Calgon Carbon and its stockholders, and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

In the early morning of September 21, 2017, the Kuraray board of directors convened and approved the merger agreement. Later in the early morning of September 21, 2017, Calgon Carbon and Kuraray executed and delivered the merger agreement and publicly announced the transaction.

Reasons for the Merger

In evaluating the merger agreement and the merger, the Calgon Carbon board of directors consulted with Calgon Carbon’s management and legal and financial advisors and considered a variety of factors in reaching its decision to approve the merger agreement and to recommend that Calgon Carbon stockholders vote for the merger proposal, including the following:

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In the course of its deliberations, the Calgon Carbon board of directors also considered a variety of risks and other potentially negative factors, including the following:

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After considering the foregoing potentially negative and potentially positive factors, the Calgon Carbon board of directors concluded that the potentially positive factors relating to the merger agreement and the merger substantially outweighed the potentially negative factors.

The foregoing discussion of the information and factors considered by the Calgon Carbon board of directors is not exhaustive but is intended to reflect the material factors considered by the Calgon Carbon board of directors in its consideration of the merger. In view of the complexity and the large number of factors considered, the Calgon Carbon board of directors, both individually and collectively, did not quantify or assign

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any relative or specific weight to the various factors. Rather, the Calgon Carbon board of directors based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Calgon Carbon board of directors may have given different weights to different factors. The Calgon Carbon board of directors unanimously recommended that the Calgon Carbon stockholders vote in favor of the merger proposal based on the totality of the information considered by the Calgon Carbon board of directors.

The foregoing discussion of the information and factors considered by the Calgon Carbon board of directors is forward- looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

Recommendation of the Calgon Carbon Board of Directors

After consideration of all factors that the Calgon Carbon board of directors deemed relevant, and after consultation with independent legal and financial advisors, the Calgon Carbon board of directors unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and that they are fair to and in the best interests of Calgon Carbon and its stockholders, and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Calgon Carbon board of directors unanimously recommends that Calgon Carbon stockholders vote “FOR” the merger proposal.

Certain Calgon Carbon Unaudited Prospective Financial Information

In connection with the merger, Calgon Carbon’s management prepared financial projections for fiscal years 2017 through 2021, including revenue, gross margin, operating expenses, EBITDA (as discussed below) and capital expenditures (the “Calgon Carbon Projections”). The Calgon Carbon Projections were based on the Calgon Carbon 2017 strategic plan as approved by the Calgon Carbon board of directors in the fourth quarter of 2016, adjusted to reflect Calgon Carbon’s actual results in the first half of 2017 and Calgon Carbon management’s updated views on achievable gross margin levels, future operating expenses, and other matters. The Calgon Carbon Projections were prepared for internal use and provided to Calgon Carbon’s board of directors, for the purposes of considering, analyzing and evaluating Calgon Carbon’s strategic and financial alternatives, including the merger. The Calgon Carbon Projections were also provided to Morgan Stanley, in its capacity as financial advisor to Calgon Carbon, in connection with rendering its fairness opinion to the Calgon Carbon board of directors and in performing the related analyses. The Calgon Carbon Projections were also provided to Kuraray and Kuraray’s financial advisor in connection with their respective consideration and evaluation of a merger with Calgon Carbon. Calgon Carbon does not as a matter of course make public projections as to future performance due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Calgon Carbon is including in this proxy statement a summary of certain limited unaudited prospective financial information for Calgon Carbon on a stand-alone basis, without giving effect to the merger, to give Calgon Carbon stockholders access to certain nonpublic information provided to Calgon Carbon’s board of directors and Morgan Stanley and to Kuraray for purposes of considering and evaluating the merger. The inclusion of the Calgon Carbon Projections should not be regarded as an indication that the Calgon Carbon board of directors, Calgon Carbon, Morgan Stanley, the Kuraray board of directors, Kuraray, Parent, Merger Sub, Goldman Sachs or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

The Calgon Carbon Projections and the underlying assumptions upon which the Calgon Carbon Projections were based are subjective in many respects, and subject to multiple interpretations and frequent revisions attributable to fluctuations in the business environments of the industries in which Calgon Carbon operates, and

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based on actual experience and business developments. The Calgon Carbon Projections reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Calgon Carbon’s control. Multiple factors, including those described in the section entitled “Cautionary Statement Concerning Forward-Looking Statements,” could cause the Calgon Carbon Projections or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Calgon Carbon Projections will be realized or that actual results will not be significantly higher or lower than projected. Because the Calgon Carbon Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Calgon Carbon Projections do not take into account any circumstances or events occurring after the date on which they were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Calgon Carbon Projections will be achieved. As a result, the inclusion of the Calgon Carbon Projections in this proxy statement does not constitute an admission or representation by Calgon Carbon or any other person that the information is material. The summary of the Calgon Carbon Projections is not provided to influence Calgon Carbon stockholders’ decisions regarding whether to vote for the merger proposal or any other proposal. Additionally, the Calgon Carbon Projections contain certain pro forma adjustments to Calgon Carbon’s expected results for 2017, which pro forma adjustments reflect current or future management initiatives as if such initiatives had been substantially implemented as of December 31, 2016, although such initiatives have not in fact been substantially implemented, either at December 31, 2016, on the date that the Calgon Carbon board approved the merger agreement, or on the date of this proxy statement.

Readers of this proxy statement should not place undue reliance on the Calgon Carbon Projections. Neither Calgon Carbon nor any other person has made or makes any representation to any stockholder, or any other party, regarding the information included in the Calgon Carbon Projections. Management of Calgon Carbon have prepared from time to time in the past, and will continue to prepare in the future, internal financial forecasts that reflect various estimates and assumptions that change from time to time. Accordingly, the Calgon Carbon Projections used in conjunction with the merger may differ from these forecasts. Except to the extent required by law, neither Calgon Carbon nor its directors or officers intend to update or revise the Calgon Carbon Projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, even in the event that some or all of the assumptions are determined to be inaccurate or erroneous. The assumptions may be inaccurate or erroneous as of the date of this proxy statement.

As referred to below, earnings before interest, taxes, depreciation and amortization, which is referred to in this section as EBITDA, is a financial measure commonly used in Calgon Carbon’s industry but is not defined under GAAP. EBITDA should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP or as a measure of a company’s profitability or liquidity. Because EBITDA excludes some, but not all, items that affect net income, this measure may vary among companies, including Calgon Carbon. The EBITDA data presented below may not be comparable to similarly titled measures of other companies. Calgon Carbon’s management believes that EBITDA is a meaningful measure to investors and provides additional information about a company’s ability to meet future liquidity requirements for debt service, capital expenditures and working capital. In addition, Calgon Carbon’s management believes that EBITDA is a useful comparative measure of operating performance and liquidity. For example, debt levels, credit ratings and, therefore, the impact of interest expense on earnings vary significantly between companies. Similarly, the tax positions of individual companies can vary because of their differing abilities to take advantage of tax benefits, with the result that their effective tax rates and tax expense can vary considerably. Finally, companies differ in the age and method of acquisition of productive assets, and thus the relative costs of those assets, as well as in the depreciation or depletion (straight-line, accelerated, units of production) method, which can result in considerable variability in depletion, depreciation and amortization expense between companies. Thus, for comparison purposes, Calgon Carbon’s management believes that EBITDA can be useful as an objective and comparable measure of operating profitability and the contribution of operations to liquidity because it excludes these elements.

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The Calgon Carbon Projections were not prepared with a view toward public disclosure or toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Deloitte & Touche LLP (“Deloitte”), Calgon Carbon’s independent registered public accounting firm, nor any other accounting firm, has examined, compiled or performed any procedures with respect to the Calgon Carbon Projections, and accordingly, Deloitte does not express an opinion or any other form of assurance with respect thereto. The Deloitte report incorporated by reference in this proxy statement relates to Calgon Carbon’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

The following is a summary of the Calgon Carbon Projections:

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Opinion of Morgan Stanley & Co. LLC

Morgan Stanley was retained by Calgon Carbon to act as its financial advisor and to render a financial opinion in connection with the proposed merger. Calgon Carbon selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and affairs of Calgon Carbon, which knowledge Morgan Stanley had developed during its long-term involvement with Calgon Carbon. At the meeting of the Calgon Carbon board of directors on September 20, 2017, Morgan Stanley rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 20, 2017, to the Calgon Carbon board of directors to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $21.50 per share in cash to be received by the holders of shares of Calgon Carbon common stock (other than holders of the excluded shares) pursuant to the merger agreement was fair from a financial point of view to such holders of such shares.

The full text of Morgan Stanley’s written opinion to the Calgon Carbon board of directors, dated September 20, 2017, is attached as Annex B to this proxy statement and is hereby incorporated into this proxy statement by reference in its entirety. Holders of shares of Calgon Carbon common stock should read the opinion carefully and in its entirety. The opinion sets forth, among other things, a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the Calgon Carbon board of directors and addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of shares of Calgon Carbon common stock (other than holders of the excluded shares) of the $21.50 per share in cash to be received by such holders pursuant to the merger agreement. Morgan Stanley’s opinion did not address any other aspects of the merger and did not and does not constitute a recommendation as to how holders of Calgon Carbon common stock should vote at the special meeting. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion.

For purposes of rendering its opinion, Morgan Stanley:

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In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Calgon Carbon, and formed a substantial basis for the opinion. With respect to the Calgon Carbon Projections, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Calgon Carbon’s management of the future financial performance of Calgon Carbon. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any material waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive merger agreement would not differ in any material respect from the draft merger agreement provided to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Calgon Carbon and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Calgon Carbon’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Calgon Carbon common stock (other than holders of the excluded shares) in the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or were available. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Calgon Carbon, nor was Morgan Stanley provided with any such valuations or appraisals. Morgan Stanley’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, September 20, 2017. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion. In arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction involving Calgon Carbon, nor did it negotiate with any party, other than Kuraray and its representatives, with respect to a possible acquisition of Calgon Carbon or any of its constituent businesses.

Summary of Financial Analyses.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Calgon Carbon board of directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses. Unless stated otherwise, the following quantitative information, to the extent that it is based on market data, is based on market data as of September 18, 2017, which was the second-to-last trading day before the September 20, 2017 presentation by Morgan Stanley to the Calgon Carbon board of directors, and is not necessarily indicative of current market conditions. In performing its financial analyses summarized below and in arriving at its opinion, with the consent of the Calgon Carbon board of directors, Morgan Stanley used and relied upon the following financial projections: (i) certain financial projections provided by Calgon Carbon’s management, as more fully described below in the section entitled “The Merger (Proposal 1) — Certain Calgon Carbon Unaudited Prospective Financial Information”, which are referred to below as the “Management Case,” and (ii) certain publicly available Wall Street projections for Calgon Carbon, which is referred to below as the “Street Case.” For purposes of Morgan Stanley’s analyses, at the direction of Calgon Carbon’s management, the Management Case used the 2017 forecasted EBITDA of $100.6 million and not the 2017 forecasted pro forma EBITDA as further described in the section entitled “Certain Calgon Carbon Unaudited Prospective Financial Information.” Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

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The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

Certain of the following terms are used throughout this summary of financial analyses:

Selected Comparable Trading Analysis.

Morgan Stanley performed a selected comparable trading analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed certain financial information, valuation multiples and market trading data relating to Calgon Carbon and selected publicly traded chemicals and industrials companies that Morgan Stanley believed, based on its professional judgment and experience, to be similar to Calgon Carbon’s current operations for purposes of this analysis (we refer to these companies as the selected companies). Financial data of the selected companies were based on S&P Capital IQ’s estimates, Thomson Reuters I/B/E/S Estimates, public filings and other publicly available information. Financial data of Calgon Carbon was based on the Street Case and the Management Case, as appropriate.

The selected companies were chosen based on Morgan Stanley’s knowledge of the industry and because they have businesses that may be considered similar to Calgon Carbon’s. Although none of such companies are identical or directly comparable to Calgon Carbon, these companies are publicly traded companies with operations or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to Calgon Carbon. No specific numeric or other similar criteria were used to select the companies used in this and other analyses, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria.

Morgan Stanley reviewed data, including AV as a multiple of EBITDA and the P/E ratio, for each of the selected companies listed below. With respect to the selected companies, Morgan Stanley analyzed multiples of AV to EBITDA for calendar year 2017 and calendar year 2018 (which we refer to as 2017E AV / EBITDA and 2018E AV / EBITDA, respectively) and P/E ratios for calendar year 2018 (which we refer to as 2018E P/E):

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Based on this analysis and its professional judgment, Morgan Stanley derived the reference ranges of financial multiples set forth in the table below and applied these ranges to estimated EBITDA for calendar year 2017 and calendar year 2018 contained in the Management Case and in the Street Case and earnings per share for calendar year 2018 contained in the Street Case. For calendar year 2017, estimated EBITDA for Calgon Carbon was $94 million in the Street Case and $101 million in the Management Case. For calendar year 2018, estimated EBITDA for Calgon Carbon was $112 million in the Street Case and $115 million in the Management Case. For calendar year 2018, estimated earnings per share for Calgon Carbon was $0.80 in the Street Case. Based on Calgon Carbon’s estimated net debt and the number of outstanding shares of Calgon Carbon common stock on a fully diluted basis (including outstanding options and performance share awards), each as of June 30, 2017 and as provided by Calgon Carbon’s management, the analysis indicated the following implied per share value ranges for Calgon Carbon common stock, each rounded to the nearest $0.25:

No company utilized in the selected comparable trading analysis is identical to Calgon Carbon. In evaluating the selected companies, Morgan Stanley made judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Calgon Carbon’s control. These include, among other things, selected company growth and profitability, the impact of competition on Calgon Carbon’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of Calgon Carbon or the industry, or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using selected company data.

Discounted Equity Value Analysis.

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s equity as a function of such company’s estimated future earnings and a theoretical range of trading multiples. The resulting estimated future implied value is subsequently discounted back to the present day at the company’s cost of equity in order to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price.

Morgan Stanley calculated ranges of implied equity values per share for Calgon Carbon common stock as of September 18, 2017. In arriving at the estimated equity values per share of Calgon Carbon common stock, Morgan Stanley applied a P/E ratio range of 16.8x to 21.6x (reflecting the middle 75% of the daily next twelve months P/E ratios at which Calgon Carbon has traded in the last five years as reported by S&P Capital IQ) to Calgon Carbon’s 2021 estimated earnings per share based on both the Street Case and the Management Case. Morgan Stanley then discounted the resulting equity value to September 18, 2017 at a discount rate equal to Calgon Carbon’s estimated cost of equity as of September 18, 2017 of 10.5%. Morgan Stanley estimated the cost of equity for Calgon Carbon by using the capital asset pricing model and based on its professional judgment and experience. The inputs to the model consisted of: (1) a beta of 1.37 (the U.S. Predicted Barra beta as of August 4, 2017, which was the last trading day before a significant increase in volatility due in part to market rumors relating to a potential acquisition of Calgon Carbon), (2) a risk-free rate of 2.2% (equal to the 10-year U.S. Treasury spot rate as of September 18, 2017) and (3) a market premium of 6.0%. Based on these calculations,

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this analysis implied the following per share value ranges for Calgon Carbon common stock, each rounded to the nearest $0.25:

Precedent Transactions Analysis.

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley selected certain specialty chemicals transactions since the beginning of 2012 for which relevant financial information was publicly available.

For these transactions, Morgan Stanley reviewed the purchase price paid and calculated the ratio of the aggregate value of each transaction to the estimated EBITDA for the last twelve months, which we refer to as “LTM,” based on publicly available financial information. Morgan Stanley reviewed the following transactions in connection with this analysis:

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These transactions varied significantly based upon company scale, line of business, product mix and geography. Based on its professional judgment and taking into consideration, among other things, the observed multiples for the selected transactions listed above, Morgan Stanley selected a representative range of multiples of the transactions and applied this range of multiples to the relevant financial statistic for Calgon Carbon. Morgan Stanley applied an AV / LTM EBITDA multiple range from 11.0x to 13.0x to Calgon Carbon’s LTM EBITDA as of June 30, 2017 of $85 million based on the consolidated income statements of Calgon Carbon for such period provided by Calgon Carbon’s management, as adjusted for the last twelve months impact of Calgon Carbon’s acquisition of the wood-based activated carbon, reactivation and mineral-based filtration media business of CECA per Calgon Carbon’s management. In addition, for each of the Street Case and the Management Case, Morgan Stanley applied an AV / LTM EBITDA multiple range from 11.0x to 13.0x to the estimated EBITDA for the calendar year 2017 for Calgon Carbon which was $94 million in the Street Case and $101 million in the Management Case. Based on this analysis, Morgan Stanley derived a range of implied values per share of Calgon Carbon common stock as follows, rounded to the nearest $0.25:

No company or transaction utilized in the precedent transactions analysis is identical or directly comparable to Calgon Carbon or the merger. Although the precedent transactions varied significantly based upon transaction size, lines of business and geography, Morgan Stanley selected, based on its professional judgment and experience, such precedent transactions because they had certain characteristics that for the purposes of its analysis Morgan Stanley considered similar to the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Calgon Carbon’s control, such as the impact of competition on the business of Calgon Carbon or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of Calgon Carbon or the industry, or in the financial markets in general.

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Discounted Cash Flow Analysis.

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of that company.

Morgan Stanley calculated a range of implied values per share of Calgon Carbon common stock based on estimates of future cash flows for calendar years 2017 through 2021. Morgan Stanley performed this analysis on the estimated future cash flows contained in the forecasts representing the Street Case and the Management Case. Morgan Stanley first calculated the estimated unlevered free cash flows (calculated as tax-affected earnings before interest and taxes and after stock-based compensation expense, plus depreciation and amortization, less capital expenditures and other investing activities, and adjusted for changes in net working capital and other operating activities, in each case based on guidance from Calgon Carbon’s management). The Management Case estimates through fiscal year 2021 were based on projections provided by Calgon Carbon’s management. The Street Case estimates were based on the median Wall Street broker projections through fiscal year 2019 and which were then extrapolated forward based on Calgon Carbon’s management’s estimated revenue growth and estimated margin improvement rates for fiscal years 2020 and 2021. Morgan Stanley calculated terminal values based on a terminal LTM AV / EBITDA exit multiple ranging from 9.2x to 10.9x (reflecting the middle 50% of daily LTM AV / EBITDA multiples at which Calgon Carbon traded in the last five years as reported by S&P Capital IQ and as adjusted per Calgon Carbon’s management for the impact of Calgon Carbon’s acquisition of the wood-based activated carbon, reactivation and mineral-based filtration media business of CECA for the period following the closing of the acquisition on November 2, 2016). The unlevered free cash flows from calendar years 2017 through 2021 and the terminal values were then discounted to present values as of June 30, 2017 using a range of discount rates of 8.4% to 10.1% (which Morgan Stanley derived based on Morgan Stanley’s estimate of Calgon Carbon’s weighted average cost of capital, determined using Morgan Stanley’s experience and professional judgment), to calculate an implied aggregate value range for Calgon Carbon. Morgan Stanley then adjusted the total implied aggregate value ranges by Calgon Carbon’s estimated net debt as of June 30, 2017 as provided by Calgon Carbon’s management and divided the resulting implied total equity value ranges by the number of outstanding shares of Calgon Carbon common stock on a fully diluted basis (including outstanding options and performance share awards) as of June 30, 2017 as provided by Calgon Carbon’s management.

Based on the above-described analysis, Morgan Stanley derived the following ranges of implied values per share for Calgon Carbon common stock, each rounded to the nearest $0.25:

General.

In connection with the review of the merger by the Calgon Carbon board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from

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any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Calgon Carbon.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, all of which generally are beyond the control of Calgon Carbon. These include, among other things, the impact of competition on the business of Calgon Carbon and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Calgon Carbon and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the consideration to be received by the holders of shares of Calgon Carbon common stock (other than holders of the excluded shares) pursuant to the merger agreement, and in connection with the delivery of its opinion to the Calgon Carbon board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Calgon Carbon common stock might actually trade.

The consideration to be received by the holders of shares of Calgon Carbon common stock (other than holders of the excluded shares) pursuant to the merger agreement was determined through arm’s-length negotiations between Calgon Carbon and Kuraray and was approved by the Calgon Carbon board of directors. Morgan Stanley acted as financial advisor to the Calgon Carbon board of directors during these negotiations but did not, however, recommend any specific consideration to Calgon Carbon or the Calgon Carbon board of directors, nor opine that any specific consideration constituted the only appropriate consideration for the merger. In addition, Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or were available, and Morgan Stanley’s opinion expresses no opinion or recommendation as to how the stockholders of Calgon Carbon should vote at the special meeting or with respect to any other matter.

Morgan Stanley’s opinion and its presentation to the Calgon Carbon board of directors was one of many factors taken into consideration by the Calgon Carbon board of directors in deciding to approve the execution, delivery and performance by Calgon Carbon of the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Calgon Carbon board of directors with respect to the consideration pursuant to the merger agreement or of whether the Calgon Carbon board of directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates (including MUMSS), directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Kuraray, Calgon Carbon, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement, Morgan Stanley provided Calgon Carbon financial advisory services and a financial opinion, described in this section and attached as Annex B, in connection with the merger, and Calgon Carbon has agreed to pay Morgan Stanley a fee of approximately $19 million for its services, approximately $17 million of which is contingent upon the closing of the merger, and $2 million of which was due and payable upon the announcement of the execution of the merger agreement. Calgon Carbon has also agreed to reimburse

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Morgan Stanley for its reasonable and documented out-of-pocket expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Calgon Carbon has agreed to indemnify Morgan Stanley and its affiliates (including MUMSS), its and their respective directors, officers, agents and employees and each other person, if any, controlling Morgan Stanley or any of its affiliates (including MUMSS), against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to, arising out of or in connection with litigation and other actions relating to Morgan Stanley’s engagement.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley or its affiliates (including MUMSS) have provided financial advisory services to Calgon Carbon and have received aggregate fees in connection with such services of less than $1 million. In the two years prior to the date of Morgan Stanley’s opinion, other than pursuant to its engagement by Calgon Carbon in connection with the merger, Morgan Stanley or its affiliates (including MUMSS) have not been engaged to provide financial advisory services or financing services to Kuraray or its affiliates and have not received any fees for such services from Kuraray or its affiliates. Morgan Stanley and its affiliates (including MUMSS) may also seek to provide financial advisory and financing services to Kuraray, Calgon Carbon or their respective affiliates in the future and would expect to receive fees for the rendering of any such services.

Financing Related to the Merger

The merger is not conditioned on Kuraray obtaining the proceeds of any financing. We anticipate that the total funds necessary to complete the merger and the other transactions contemplated by the merger agreement will be approximately $1.1 billion to $1.3 billion, which will be funded through available cash on hand of Kuraray and bank debt financing to be obtained by Kuraray. These funds include the funds needed to:

Interests of Calgon Carbon’s Non-Executive Directors and Executive Officers in the Merger

In considering the recommendation of the Calgon Carbon board of directors that Calgon Carbon stockholders adopt the merger agreement and thereby approve the merger, Calgon Carbon stockholders should be aware that the non-executive directors and executive officers of Calgon Carbon have certain interests in the merger that may be different from, or in addition to, those of Calgon Carbon stockholders generally. The Calgon Carbon board of directors was aware of these interests and considered them, among other matters, in adopting the merger agreement and approving the merger and making its recommendation that Calgon Carbon stockholders adopt the merger agreement and thereby approve the merger. These interests are described below.

Potential Employment Agreements and Retention Awards Offered by Kuraray

As discussed in the section entitled “The Merger (Proposal 1) — Background of the Merger,” prior to the execution and delivery of the merger agreement, Kuraray presented proposed employment term sheets to Calgon Carbon’s senior management team, consisting of Randall Dearth (President and Chief Executive Officer), Robert Fortwangler (Senior Vice President and Chief Financial Officer), Stevan Schott (Executive Vice President Advanced Materials, Manufacturing and Equipment Division), James Coccagno (Executive Vice President Core Carbon and Services Division), Chad Whalen (Senior Vice President, General Counsel and Secretary), and one other member of Calgon Carbon management whose title is Vice President and who is not a named executive officer of Calgon Carbon.

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Each of the proposed employment term sheets contained the following material terms:

As noted in “The Merger (Proposal 1) — Background of the Merger,” prior to the execution and delivery of the merger agreement, on the morning of September 20, 2017, Mr. Dearth executed and delivered a letter to Kuraray that read as follows: “Subject to my current legal obligations including my employment agreement, I am pleased to confirm that as described below, I will be committed to remaining in my current role as CEO of [Calgon Carbon] following its merger with a subsidiary of [Kuraray]. Yesterday we discussed certain proposed terms of my retention by [Calgon Carbon] following the merger. While I am comfortable in principle with those terms, more work must be done to study the details and implications of my proposed retention. Over the course of the next few weeks I will negotiate in good faith, using your proposal as the basis for our discussions, to complete our arrangements.”

None of the other members of the senior management team delivered such acknowledgments to Kuraray.

Prior to the execution and delivery of the merger agreement, except as indicated above and in the section entitled “The Merger (Proposal 1) — Background of the Merger,” there was no negotiation of or material discussion relating to the term sheets by any member of Calgon Carbon’s senior management team.

Following the execution and delivery of the merger agreement, on each of September 29, October 5 and October 13, 2017, representatives of Mercer held follow-up discussions by telephone with Mr. Dearth regarding the term sheets and the retention award framework for Messrs. Dearth, Fortwangler, Schott, Coccagno, Whalen and the non-named executive officer.

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Based on those discussions, as well as discussions between Mayer Brown and Mr. Dearth’s legal counsel and subsequent comments transmitted by Mr. Dearth’s counsel, there have not, as of the date of this proxy statement, been any changes to the material economic terms set forth in the term sheet presented to Mr. Dearth before the execution and delivery of the merger agreement.

Treatment of Outstanding Equity Awards

Pursuant to the terms of the merger agreement and in accordance with or as permitted by, as applicable, the governing Calgon Carbon plan documents and award agreements, Calgon Carbon equity awards that are held by the employees and non-executive directors of Calgon Carbon and that are outstanding immediately prior to the effective time will be subject to the following treatment.

Options.

At the effective time, each option that is outstanding and unexercised, whether vested or unvested, will terminate and be converted into the right to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the product of (1) the total number of shares of Calgon Carbon common stock subject to such option as of immediately prior to the effective time and (2) the excess, if any, of the merger consideration over the exercise price per share of such option as of immediately prior to the effective time (the “option cash payment”). As of the effective time, each holder of such option shall cease to have any rights under or with respect thereto, except the right to receive the option cash payment. Payments with respect to the options will be made by the surviving corporation to the applicable holders promptly following the effective time and no later than the later of (x) five business days following the effective time and (y) the end of the first payroll period of the surviving corporation following the effective time.

Restricted Stock Awards.

At the effective time, with respect to each share of restricted stock that is unvested as of the effective time, such vesting, repurchase or other lapse restrictions shall lapse as of the effective time, and the holder thereof shall be entitled to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the sum of (1) the merger consideration, plus (2) a cash payment equal to the amount of any outstanding cash dividends that have accumulated but not been paid by Calgon Carbon with respect to such shares of restricted stock.

Phantom Stock Unit Awards.

At the effective time, each phantom stock unit award that is outstanding and unexercised as of the effective time will terminate and be converted into the right to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the product of (1) the total number of shares of Calgon Carbon common stock subject to such award (including any dividends credited with respect thereto), and (2) the merger consideration (the “phantom stock unit award cash payment”). As of the effective time, each holder of such phantom stock unit shall cease to have any rights under or with respect thereto, except the right to receive the phantom stock unit award cash payment. Payments with respect to the phantom stock unit awards will be made by the surviving corporation to the applicable holders promptly following the effective time and no later than the later of (x) five business days following the effective time and (y) the end of the first payroll period of the surviving corporation following the effective time.

Performance Share Awards.

At the effective time, each performance share award that is outstanding or payable as of the effective time, whether vested or unvested, will terminate and be converted into the right to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the sum of (1) the product of (i) the total

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number of shares of Calgon Carbon common stock underlying such award (assuming for this purpose that the performance-based vesting conditions applicable to such performance share award immediately prior to the effective time are deemed achieved at 100% of target) and (ii) the merger consideration, plus (2) any cash dividends that would have been paid from the effective date of the award through the effective time, had the award represented shares of Calgon Carbon common stock issued and outstanding during such period (assuming for this purpose that the performance-based vesting conditions applicable to such performance share award immediately prior to the effective time are deemed achieved at 100% of target) (the “performance share award cash payment”). As of the effective time, each holder of a performance share award shall cease to have any rights under or with respect thereto, except the right to receive the performance share award cash payment. Payments with respect to the performance share awards will be made by the surviving corporation to the applicable holders promptly following the effective time and no later than the later of (x) five business days following the effective time and (y) the end of the first payroll period of the surviving corporation following the effective time.

Quantification of Outstanding Equity Awards

The following table sets forth, with respect to each Calgon Carbon executive officer and non-executive director, as of December 31, 2017, assuming completion of the merger on December 31, 2017, (1) the number of shares of Calgon Carbon common stock underlying outstanding Calgon Carbon options (whether vested or unvested), (2) the estimated aggregate value of the outstanding options (whether vested or unvested), (3) the number of outstanding shares of restricted stock, (4) the estimated aggregate value of the outstanding shares of restricted stock that will vest as a result of the merger (including the value of any outstanding cash dividends that have accumulated but not been paid by Calgon Carbon with respect to such shares of restricted stock), (5) the number of shares of Calgon Carbon common stock underlying outstanding unexercised phantom stock unit awards (including any share dividends that have accumulated with respect to such phantom stock unit awards), (6) the estimated aggregate value of the outstanding phantom stock unit awards that will be cashed out as a result of the merger, (7) the number of shares of Calgon Carbon common stock underlying outstanding unvested Calgon Carbon performance share awards, and (8) the estimated aggregate value of the outstanding performance share awards that will vest as a result of the merger (including the value of any outstanding cash dividends that have accumulated but not been paid by Calgon Carbon with respect to such performance share awards).

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Quantification of Calgon Carbon Common Stock Consideration

The following table shows the estimated amounts that each of Calgon Carbon’s executive officers and non-executive directors would be eligible to receive in connection with the consummation of the merger with respect to the outstanding shares of Calgon Carbon common stock held by each such individual, excluding any shares of restricted stock with respect to which all restrictions will lapse as of the effective time (which shares of restricted stock are quantified above in the section entitled “The Merger (Proposal 1) — Interests of Calgon Carbon’s Non-Executive Directors and Executive Officers in the Merger — Quantification of Outstanding Equity Awards”).

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Employment Agreements

Each of Calgon Carbon’s named executive officers is party to an employment agreement that provides for severance payments and benefits under certain circumstances. Pursuant to each of the employment agreements, if the executive officer’s employment with Calgon Carbon is terminated (1) following notification by Calgon Carbon to the applicable executive officer of the non-renewal of the term of the employment agreement in connection with the next succeeding expiration date after a “change of control” (as defined in the employment agreement), or (2) by Calgon Carbon other than for “cause” or by the executive officer for “good reason” (each as defined in the applicable employment agreement), in either case, within the three year period following a change of control (each of (1) and (2) above constituting a “covered change of control termination”), the executive officer will be entitled to receive the following severance benefits:

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In addition the employment agreements provide that upon the occurrence of a covered change of control termination, the applicable executive officer will, to the extent applicable, become fully vested in all Calgon Carbon restricted stock, stock units and similar stock-based or incentive awards (assuming “maximum” satisfaction of any applicable performance conditions).

Finally, each of the employment agreements with named executive officers provide that, following a change of control, Calgon Carbon shall maintain in effect and shall provide to the executive officers director and officer liability insurance coverage that is no less favorable to executive officer than that coverage in effect immediately prior to such change of control.

The employment agreements further provide that, if payments triggered by a change in control transaction would be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the executive officer may elect to have such payments reduced by the amount needed to avoid triggering the tax, provided that such reduction leaves the executive officer in a better after-tax position than if such payments had not been reduced (taking into account the effect of the excise tax). The employment agreements do not provide a gross-up for the effect of any excise taxes that might be due under Sections 280G or Section 4999 of the Code.

The payments made pursuant to the employment agreements upon the covered change of control termination of any of the executive officers will be in lieu of, and not in addition to, any payments or benefits to such executive under any other severance agreement, plan, policy, practice or program of Calgon Carbon.

Material Conditions to Receipt of Payments or Benefits

In order to receive the benefits described above, the named executive officers agree in the employment agreements to be bound by standard provisions concerning use of confidential information and non-compete and non-solicit provisions after termination of employment. In particular, each named executive officer agrees that he will not compete with Calgon Carbon during the period in which he is receiving severance or for a period of two years after the termination of employment, whichever is longer. Each named executive officer further agrees that all confidential information, as specified in such officer’s employment agreement, shall be kept secret and shall not be disclosed or made available to anyone outside of Calgon Carbon at any time, either during such executive officer’s employment with Calgon Carbon or subsequent to termination thereof for any reason.

Quantification of Potential Payments to Named Executive Officers in Connection with the Merger

As required by Item 402(t) of Regulation S-K, the table below sets forth the estimated payments that each of Calgon Carbon’s named executive officers could receive that is based on or otherwise related to the

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merger. These amounts have been calculated assuming the merger was consummated on December 31, 2017, and, where applicable, assuming each named executive officer experiences a “covered change of control termination,” as such term is defined in the relevant employment agreement, immediately following the assumed effective time of December 31, 2017. See the section entitled “The Merger (Proposal 1) — Interests of Calgon Carbon’s Non-Executive Directors and Executive Officers in the Merger” for further information about the compensation disclosed in the table below. The amounts set forth in the table below are the subject of a non-binding, advisory vote of Calgon Carbon stockholders, as described in the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2).”

Calgon Carbon’s named executive officers for purposes of this disclosure are Randall Dearth (President and Chief Executive Officer), Robert Fortwangler (Senior Vice President and Chief Financial Officer), Stevan Schott (Executive Vice President Advanced Materials, Manufacturing and Equipment Division), James Coccagno (Executive Vice President Core Carbon and Services Division), and Chad Whalen (Senior Vice President, General Counsel and Secretary).

The amounts in the table below do not include amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all of the salaried employees of Calgon Carbon. In addition, the amounts indicated below are estimates of amounts that would be payable to the named executive officers, and the estimates are based on multiple assumptions that may not prove correct, including assumptions described in this proxy statement.

Accordingly, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

Golden Parachute Compensation

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Insurance and Indemnification of Directors and Executive Officers

The terms of the merger agreement provide for certain post-closing covenants related to insurance and indemnification of directors and executive officers. For a description of such covenants, see the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance.”

Benefits Arrangements with the Surviving Corporation

The terms of the merger agreement provide for certain post-closing covenants related to employee benefit arrangements. For a description of such covenants, see the section entitled “The Merger Agreement — Employee Benefits Matters.”

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of Calgon Carbon common stock whose shares are converted into the right to receive the merger consideration in the merger. This discussion does not address any tax consequences of the merger arising under the laws of any state, local or foreign jurisdiction or United States federal laws other than United States federal income tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations issued under the Code, judicial opinions and administrative rulings, published positions of the Internal Revenue Service and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax considerations. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. This discussion is not binding on the IRS or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the IRS with respect to the merger.

This discussion applies only to Calgon Carbon stockholders that hold their shares of Calgon Carbon common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that may be

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applicable to U.S. holders of Calgon Carbon common stock in light of their particular circumstances or U.S. holders of Calgon Carbon common stock subject to special treatment under U.S. federal income tax law, such as:

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Calgon Carbon common stock that is:

Tax Consequences of the Merger to U.S. Holders Generally

The exchange of shares of Calgon Carbon common stock for cash in the merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Calgon Carbon common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (including any applicable withholding taxes) with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in his or her shares of Calgon Carbon common stock surrendered in the merger generally will equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of Calgon Carbon common stock (i.e., shares of Calgon Carbon

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common stock acquired at the same cost in a single transaction). Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder’s holding period in the shares of Calgon Carbon common stock exceeds one year at the time of the completion of the merger. Long-term capital gains of non-corporate U.S. holders generally are subject to reduced rates of taxation compared to short-term capital gains or ordinary income. In addition, depending on the effective time of the merger and a U.S. holder’s particular circumstances, a U.S. holder may also be subject to an additional 3.8% net investment income tax. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Payments made in exchange for shares of Calgon Carbon common stock pursuant to the merger generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption must complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder timely furnishes the required information to the Internal Revenue Service.

This discussion of certain material U.S. federal income tax consequences of the merger is for general information only and does not constitute tax advice. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences of the merger arising under the U.S. federal estate or gift tax rules, under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Governmental and Regulatory Approvals

Competition Authority Approvals

Under the HSR Act and the rules promulgated thereunder, Kuraray, Parent, Merger Sub and Calgon Carbon cannot complete the merger until they notify and furnish information to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and specified waiting period requirements are satisfied. Kuraray and Calgon Carbon filed the notification and report forms under the HSR Act with the U.S. Federal Trade Commission and the Antitrust Division on October 5, 2017. The DOJ and FTC granted early termination to the waiting period on October 16, 2017.

In addition, Kuraray, Parent, Merger Sub and Calgon Carbon cannot complete the merger until the required submissions have been made and a clearance decision has been obtained or the waiting period expired under Section 35 et seq. of the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) with the German Federal Cartel Office (Bundeskartellamt). Kuraray and Calgon Carbon filed the required submission with the German Federal Cartel Office on October 10, 2017. The German Federal Cartel Office granted clearance for the merger by letter, dated October 25, 2017.

United States National Security Regulations and Approvals

The merger is conditioned on the issuance of the CFIUS approval. The CFIUS approval takes the form of (1) a written determination by CFIUS that the merger and related transactions are not subject to review under applicable law, (2) a written notice issued by CFIUS to the effect that CFIUS has concluded its review or investigation of the merger and related transactions and that CFIUS has no unresolved national security concerns with respect to the merger or related transactions, or (3) if CFIUS has sent a report to the President of the United

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States requesting the President’s decision, then (i) the President has announced a decision not to take any action to suspend or prohibit the Transactions or (ii) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after 15 days from the date the President received such report from CFIUS.

In the event that the President takes final action to prohibit the merger, the parties would have the right to terminate the merger agreement and abandon the merger. See the section entitled “The Merger Agreement — Consents, Approvals and Filings.”

While we believe that CFIUS clearance will ultimately be obtained, this clearance is not assured. Each party’s obligations to complete the merger are contingent upon CFIUS clearance.

The merger is also conditioned on the expiration or waiver of the notice period required under the ITAR. Calgon Carbon is registered with DDTC as a manufacturer and exporter of “defense articles” as that term is defined under the ITAR. The ITAR require that a registrant notify DDTC at least 60 days prior to the consummation of any transaction that would result in “the sale or transfer to a foreign person of ownership or control” of a registrant.

Calgon Carbon submitted the required written notification to DDTC of the transaction on September 29, 2017. The notice period will expire on November 28, 2017, absent a waiver of that period by DDTC.

Conditions Imposed by Regulatory Authorities

Competition authorities, CFIUS and other applicable regulatory authorities may impose conditions as a prerequisite for their respective clearances or approvals of the merger. Although the parties generally are required to use their respective reasonable best efforts to receive such clearances and approvals, there are certain conditions that Kuraray need not accept. In the event that Kuraray declines to accept such conditions, one or more conditions in the merger agreement may permanently remain unfulfilled, and the merger may not occur.

Generally, with respect to any conditions imposed by any competition authorities or by CFIUS, Kuraray is not required to agree to any divestiture of any business or any conduct restrictions if doing so would be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of Calgon Carbon and its subsidiaries, taken as a whole, or of Kuraray and its subsidiaries, taken as a whole.

Delisting and Deregistration of Calgon Carbon Common Stock

As soon as practicable after the merger, Kuraray will take the necessary actions to delist the Calgon Carbon’s common stock from the NYSE and to deregister Calgon Carbon common stock under the Exchange Act.

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THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement and is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that may be important to you. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement is included in this proxy statement to provide you with information regarding its terms and is not intended to provide and should not be relied upon as providing any factual information about Calgon Carbon, Parent, Kuraray or any of their respective subsidiaries or affiliates. Such information about Calgon Carbon can be found elsewhere in this proxy statement or in the public filings we make with the SEC, as described in the section entitled “Where You Can Find Additional Information.” The merger agreement contains representations and warranties by, and covenants of, Calgon Carbon, Kuraray, Parent, and Merger Sub which were made solely for the purposes of the merger agreement and as of specific dates and solely for the benefit of parties to the merger agreement. Further, the representations and warranties in the merger agreement:

Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Calgon Carbon, Kuraray, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Calgon Carbon’s public disclosures. Accordingly, the representations and warranties and other provisions of the merger agreement (including the description of them in this proxy statement) should not be read alone, but instead should be read together with the other information contained in the reports, statements and filings Calgon Carbon files with the SEC. Such information can be found elsewhere in this proxy statement and in the public filings Calgon Carbon makes with the SEC, as described in the section entitled “Where You Can Find Additional Information.” Any material facts in Calgon Carbon’s public reports previously filed with the SEC that are incorporated by reference into this proxy statement that contradict factual disclosures about Calgon Carbon contained in the representations and warranties in the merger agreement modify such factual disclosures.

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into Calgon Carbon, the separate corporate existence of Merger Sub will cease, and Calgon Carbon will continue as the surviving corporation and wholly owned subsidiary of Parent and indirect wholly owned subsidiary of Kuraray.

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At the effective time, the amended and restated certificate of incorporation of Calgon Carbon will be amended so as to read in its entirety as is set forth on Exhibit A to the merger agreement and, as so amended, will be the certificate of incorporation of the surviving corporation until thereafter amended in accordance with its terms and as provided by applicable law, subject to the directors’ and officers’ insurance and indemnification provisions set forth in the merger agreement.

At the effective time the amended and restated bylaws of Calgon Carbon will be amended so as to read in their entirety in the form as is set forth on Exhibit B to the merger agreement and, as so amended, will be the bylaws of the surviving corporation until thereafter amended in accordance with their terms, with the certificate of incorporation of the surviving corporation and as provided by applicable law, subject to the directors’ and officers’ insurance and indemnification provisions set forth in the merger agreement.

The directors of Merger Sub immediately before the effective time will be the initial directors of the surviving corporation and the officers of Calgon Carbon immediately before the effective time will be the initial officers of the surviving corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation, in each case, as may be amended from time to time.

Effective Time of the Merger; Effect of the Merger

The closing of the merger will take place as soon as practicable, but in no event later than 10:00 a.m. on the fourth business day after the satisfaction or waiver of all of the conditions to the completion of the merger (other than any condition that by its nature cannot be satisfied until the closing, but subject to satisfaction or waiver of any such condition) or on such other date as is mutually agreed to in writing by the parties to the merger agreement. At the closing (or at such other time or date as Kuraray and Calgon Carbon may agree in writing), the parties to the merger agreement will cause the merger to become effective by executing and filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with the relevant provisions of the DGCL.

As of the date of this proxy statement, we expect to complete the merger by or during the fourth quarter of Calgon Carbon’s fiscal year 2017 (October — December 2017). However, the merger is subject to receipt of various regulatory clearances and approvals and satisfaction or waiver of other conditions, which are described below, and it is possible that factors outside the control of Calgon Carbon, Kuraray, Parent, or Merger Sub could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required regulatory clearances and approvals.

The merger will have the effects set forth in the merger agreement and the relevant provisions of the DGCL. Without limiting the generality of the foregoing, at the effective time, all of the property, rights, privileges, immunities, powers, franchises and authority of Calgon Carbon and Merger Sub will vest in the surviving corporation and all debts, liabilities and duties of Calgon Carbon and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

Effect of the Merger on Capital Stock

At the effective time, each share of Calgon Carbon common stock issued and outstanding immediately prior to the effective time (other than dissenting shares and shares owned by Calgon Carbon, Kuraray or any direct or indirect wholly owned subsidiary of Kuraray, which will be cancelled) will be converted into the right to receive $21.50 in cash, without interest and subject to any applicable withholding taxes, upon surrender of either certificates formerly representing such shares of Calgon Carbon common stock or any book-entry shares of Calgon Carbon common stock. All such shares of Calgon Carbon common stock, when so converted, will no longer be outstanding, will automatically be cancelled and retired and will cease to exist.

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At the effective time, each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock of the surviving corporation.

Payment for Common Stock

Prior to the effective time, Kuraray or Parent will select a paying agent (“paying agent”) reasonably acceptable to Calgon Carbon to act as agent for the holders of shares of Calgon Carbon common stock in connection with the merger to receive the funds necessary to make the payments of the aggregate merger consideration. At or immediately prior to the effective time, Kuraray will deposit, or cause to be deposited, in trust with the paying agent for the benefit of holders of shares of Calgon Carbon common stock, the aggregate merger consideration to which such holders will be entitled at the effective time upon the surrender of such holders’ stock certificates or book-entry shares in accordance with the merger agreement. The paying agent agreement pursuant to which Kuraray or Parent will appoint the paying agent will be in a form and substance reasonably acceptable to Calgon Carbon.

As soon as reasonably practicable after the effective time (and in any event within three business days thereafter), Kuraray will cause the paying agent to mail to each holder of record of Calgon Carbon common stock whose shares were converted into the right to receive the merger consideration (1) a letter of transmittal and (2) instructions for use in effecting the surrender of the certificates or book-entry shares formerly representing shares of Calgon Carbon common stock in exchange for payment of the merger consideration. Upon delivery of a duly completed and validly executed letter of transmittal in accordance with the instructions thereto and the surrender of certificates or book-entry shares on or before the first anniversary of the effective time, Kuraray will cause the paying agent to pay the holder of such certificates or book-entry shares cash in an amount equal to the applicable merger consideration. The certificates or book-entry shares may be surrendered to the paying agent until the date that is one year after the effective time, after which time such holders will be entitled to look to Kuraray, Parent and the surviving corporation for payment of the merger consideration.

At the effective time, the stock transfer books of Calgon Carbon will be closed and there will not be any further registration of transfers of any shares of Calgon Carbon’s capital stock thereafter on the records of Calgon Carbon. From and after the effective time, the holders of certificates and book-entry shares will cease to have any rights with respect to any shares of Calgon Carbon common stock, except as otherwise provided for in the merger agreement or by applicable law. If, after the effective time, certificates or book-entry shares are presented to the surviving corporation, the holder of such shares of Calgon Carbon common stock will be given a copy of the letter of transmittal and the instructions thereto and will be instructed to comply with such instructions in order to receive the merger consideration with respect to such holder’s shares of Calgon Carbon common stock. No interest will accrue or be paid on any cash payable upon the surrender of certificates or book-entry shares which immediately before the effective time represented the shares of Calgon Carbon common stock.

Lost, Stolen or Destroyed Certificates

If any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Kuraray, Parent or the surviving corporation, the posting by such person of an indemnity agreement or, at the election of Kuraray, Parent or the paying agent, a bond in a customary amount as indemnity against any claim that may be made against it with respect to such certificate, the paying agent will pay, in exchange for such lost, stolen or destroyed certificate, the applicable merger consideration, without interest and subject to any applicable withholding taxes, with respect to the number of shares of Calgon Carbon common stock formerly represented by such lost, stolen or destroyed certificate.

Treatment of Equity Awards

Pursuant to the terms of the merger agreement and in accordance with or as permitted by, as applicable, the governing Calgon Carbon plan documents and award agreements, Calgon Carbon equity awards that are held by

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the employees and non-executive directors of Calgon Carbon and that are outstanding immediately prior to the effective time will be subject to the following treatment.

Options. At the effective time, each option that is outstanding and unexercised as of the effective time, whether vested or unvested, will terminate and be converted into the right to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the product of (1) the total number of shares of Calgon Carbon common stock subject to such option as of immediately prior to the effective time and (2) the excess, if any, of the merger consideration over the exercise price per share of such option as of immediately prior to the effective time (the “option cash payment”). As of the effective time, each holder of such option shall cease to have any rights under or with respect thereto, except the right to receive the option cash payment. Payments with respect to the options will be made by the surviving corporation to the applicable holders promptly following the effective time and no later than the later of (x) five business days following the effective time and (y) the end of the first payroll period of the surviving corporation following the effective time.

Restricted Stock Awards. At the effective time, each share of restricted stock that is unvested as of the effective time, such vesting, repurchase or other lapse restrictions shall lapse as of the effective time, and the holder thereof shall be entitled to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the sum of (1) the merger consideration, plus (2) a cash payment equal to the amount of any outstanding cash dividends that have accumulated but not been paid by Calgon Carbon with respect to such shares of restricted stock.

Phantom Stock Unit Awards. At the effective time, each phantom stock unit award that is outstanding and unexercised as of the effective time will terminate and be converted into the right to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the product of (1) the total number of shares of Calgon Carbon common stock subject to such award (including any dividends credited with respect thereto) and (2) the merger consideration (the “phantom stock unit award cash payment”). As of the effective time, each holder of such phantom stock unit shall cease to have any rights under or with respect thereto, except the right to receive the phantom stock unit award cash payment. Payments with respect to the phantom stock unit awards will be made by the surviving corporation to the applicable holders promptly following the effective time and no later than the later of (x) five business days following the effective time and (y) the end of the first payroll period of the surviving corporation following the effective time.

Performance Share Awards. At the effective time, each performance share award that is outstanding or payable as of the effective time, whether vested or unvested, will terminate and be converted into the right to receive a cash payment from the surviving corporation (subject to applicable withholding taxes) equal to the sum of (1) the product of (i) the total number of shares of Calgon Carbon common stock underlying such award (assuming for this purpose that the performance-based vesting conditions applicable to such performance share award immediately prior to the effective time are deemed achieved at 100% of target) and (ii) the merger consideration, plus (2) any cash dividends that would have been paid from the effective date of the award through the effective time, had the award represented shares of Calgon Carbon common stock issued and outstanding during such period (assuming for this purpose that the performance-based vesting conditions applicable to such performance share award immediately prior to the effective time are deemed achieved at 100% of target) (the “performance share award cash payment”). As of the effective time, each holder of a performance share award shall cease to have any rights under or with respect thereto, except the right to receive the performance share award cash payment. Payments with respect to the performance share awards will be made by the surviving corporation to the applicable holders promptly following the effective time and no later than the later of (x) five business days following the effective time and (y) the end of the first payroll period of the surviving corporation following the effective time.

Representations and Warranties

The merger agreement contains representations and warranties made by Calgon Carbon, subject to important limitations and qualifications in the merger agreement, in the disclosure letter delivered in connection

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with the merger agreement, and in Calgon Carbon’s filings with the SEC to the extent publicly available at least three business days prior to the date of the merger agreement (subject to certain limitations). Calgon Carbon’s representations and warranties under the merger agreement relate to, among other things: