June 3, 2022
To Whom It May Concern:
Company Name:
Representative:

NAGASE & CO., LTD.
Kenji Asakura,
Representative Director, President
Stock Exchange Listings:
Tokyo (Prime Market) Code 8012
Contact:
Yoshihisa Shimizu,
Executive Officer,
General Manager,
Corporate Management Dept.
Tel:+81-3-3665-3101

Notice Regarding Sustainability Linked Bonds Terms of Issuance
NAGASE & CO., LTD. today determined the following terms for the issuance of Sustainability Linked
Bonds*1 (“Bonds”) announced May 10, 2022.

Title

NAGASE & CO., LTD. Unsecured Bond Series 8(with inter-bond pari passu clause) (Sustainability Linked Bonds)

Total Amount

10 billion yen

Value of Each Bond

100 million yen

Interest Rate

0.640% per annum

Payment Amount

100 yen per 100 yen of each bond amount

Redemption Amount

100 yen per 100 yen of each bond amount

Redemption Date

June 9, 2032 (10-year bonds)

Offering Period

June 3, 2022

Payment Date

June 9, 2022

Offering Method

Public offering

Interest Payment Dates

June 9 and December 9 of each year

KPIs

KPI 1: Greenhouse gas emissions of the group (Scope 1 and 2*2)
KPI 2: Greenhouse gas emissions of the group (Scope 3 *2)
SPT 1：Reduce the group's greenhouse gas emissions by 46% in FY2030(compared to FY2013) (Scope 1 and 2)
SPT 2：Reduce the group's greenhouse gas emissions by more than 12.3% in
FY2030 (compared to FY2020) (Scope 3)

SPTs *31

Bond Characteristics

SPTs will be established as SPT1 and SPT2. If it is confirmed that any of theSPTs have not been achieved as of the judgment date, emission credits(credits/certificates of CO2 reduction value) will be purchased in an amountcorresponding to the achievement status of the SPTs before the redemption ofthe Bonds in order to accelerate efforts to address climate change. Whenemission credits are purchased, the name of the credits, the date of transfer,and the amount purchased will be disclosed in the company’s integrated
report or website. As of this time, the company has identified J-Credit,
renewable energy certificates, and non-fossil fuel certificates as candidates.
However, the company will make a final decision after careful review of thefactors contributing to the non-achievement of the SPTs. If SPT 1 is notachieved, an amount equivalent to 0.10% of the bond issue amount will bepurchased. If SPT 2 is not achieved, an amount equivalent to 0.05% of thebond issue amount will be purchased. (If neither SPT is achieved, a total
amount equivalent to 0.15% will be purchased.)
However, in the event of force majeure, etc., under the emission rights
purchase agreement (e.g., changes in trading system rules and regulations,system failures related to the transfer of emission rights, etc.), the company
will provide public interest incorporated associations, public interest
foundations, international organizations, local government authorized NPOs,
local governments and similar organizations that are engaged inenvironmental conservation activities with an amount equivalent to theamount of the Bonds (for the amount of donation based on the achievementof SPTs, please refer to the description in the emission credits section above).
The company will make a final decision of which institution to donate toafter careful review of the factors contributing to the non-achievement of theSPTs.

Collateral and Guarantees

Bonds are not secured or guaranteed, and no assets have been reserved
specifically reserved for Bonds.

Lead Manager

Nomura Securities Co., Ltd. (administrator), Daiwa Securities Co., Ltd.,
Mizuho Securities Co., Ltd.

Structuring Agent*4*1

Nomura Securities Co., Ltd.

Agent Treasurer

Mizuho Bank, Ltd.

Bond Rating

A (Rating and Investment Information, Inc.)

Use of Proceeds

The entire proceeds from the issuance of Bonds will be used to fund in partthe redemption of the Company's 5th series of unsecured bonds of 10 billion
yen scheduled to be redeemed on June 16, 2022.

A Sustainability Linked Bond is a bond whose terms vary depending on whether it meets
predetermined sustainability and/or ESG objectives. The issuer of a Sustainability Linked Bond
commits to improving future sustainability outcomes within an initially defined time horizon.
Specifically, the instrument is based on the issuer's assessment of future performance using
predetermined key performance indicators (KPIs) and sustainability performance targets (SPTs). The
terms of the bond change depending on whether the SPTs, established as target figures with respect tothe KPIs, are achieved.

2

*2

Scope 1, 2, and 3 refer to the categories of greenhouse gas emissions defined in the GHG Protocol,
which was developed as an international standard for calculating and reporting greenhouse gasemissions. The company will consider updating the target values for Scope 3 based on future dialogue
with entities involved in the supply chain.
Scope 1: Direct GHG emissions by the business itself
Scope 2: Indirect emissions resulting from the use of electricity, heat, and steam supplied by othercompanies
Scope 3: Indirect emissions other than Scope 1 and 2 (emissions by other companies related to theactivities of the business)*3

Sustainability performance targets (SPTs) are targets based on the management strategy of the issuer
who determines the terms of issuance of Sustainability Linked Bonds.

*4Structuring agents are entities that provide support for the execution of Sustainability Linked Bonds
through the development of the Sustainability Linked Bond framework and advice on obtaining
second-party opinions.

The following is a list of investors who have made representations regarding investment in Bonds.
(As of June 3, 2022, in Japanese alphabetical order)
Iizuka Shinkin Bank, THE ICHII SHINKIN BANK, THE OITA SHINKIN BANK, The OhtawaraShinkin Bank, The Gamagori Shinkin Bank, KANONJI SHINYOKINKO, The Kuwanamie Shinkin
Bank, KOTO SHINKIN BANK, The Sawayaka Shinkin Bank, THE SANJO SHINKINBANK, The Daiichi Life Insurance Company, Limited, Daitokyo Shinkumi Credit Cooperative, Takanabe Shinkin Bank,Takamatsu Shinkin Bank, Tajima Shinkin Bank, Tokio Marine Asset Management Co., Ltd., THE
TOYOTA SHINKIN BANK, NAGANO SHINKIN BANK, Nakahyogo Shinkin Bank, Nishihyogo
Shinkin Bank, JA NISHIMIKAWA, Nissay Asset Management Corporation, Numazu Shinkin Bank,Hagiyamaguchi Shinkin Bank, The Banshu Shinkin Bank, HYOGO SHINKIN BANK, Fukushima
Shinkin Bank, The Fukusen Credit Cooperative, HOKKAIDO SHINKIN BANK, THE MISHIMASHINKIN BANK, The Yamanashi Chuo Bank, Ltd.
End3