[Translation for Reference and Convenience Purposes Only]Note. This document has been translated to English from the Japanese original for reference andconvenience purposes only. In the event of any discrepancy between this translated document
and the Japanese original, the Japanese original shall prevail. Pictures, graphs, charts and somereference matters in the Japanese original have been omitted from this translated document.

Nippon Sanso Holdings Corporation(Securities Code: 4091)[Notice of Convocation of
the 17th Ordinary General Meeting of Shareholders]Date and time: Friday, June 18, 2021, 10:00 a.m. (Registration desk open from 9:00 a.m.)
Venue: Grand Prince Hotel Takanawa, in Prince Room on basement floor B1
3-13-1 Takanawa, Minato-ku, Tokyo
Agenda:Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendments to the Articles of Incorporation
Proposal 3: Election of nine directors
Proposal 4: Election of two Audit & Supervisory Board members* We would like to ask for your consideration including not coming to the Meeting this year irrespective of yourhealth condition by taking into account the novel coronavirus infection status. You may exercise your voting
rights by postal mail or via the Internet, etc. instead of at the Meeting, so we would like to ask you to positively
use one of the former two means.
We will ask for your understanding and cooperation for our infection prevention measures taken in the Meetingvenue. We will post a notice on the following website if we ask your cooperation for the novel coronavirus
infection expansion prevention operations in the Meeting on the Meeting day.
https://www.nipponsanso-hd.co.jp/ir/stock/meeting.html* We will not provide souvenirs to shareholders attending the Meeting. Thank you for your understanding.

[This page is intentionally left blank]1[This page is intentionally left blank]

2

Securities Code: 4091
May 28, 2021

To Our Shareholders
1-3-26, Koyama, Shinagawa-ku, Tokyo, Japan

Nippon Sanso Holdings Corporation
Yujiro Ichihara President, Representative Director, CEO

Notice of Convocation of
the 17th Ordinary General Meeting of Shareholders
Nippon Sanso Holdings Corporation (“we” or “Company”) will hold its 17th Ordinary General
Meeting of Shareholders (“Meeting”) as detailed below.
If you are unable to attend the Meeting, you may exercise your voting rights using any of the methods
described below. Please review the enclosed documentation and exercise your voting rights no later
than 5:40 p.m. on Thursday, June 17, 2021.
By Postal Mail
Indicate your approval or disapproval of each of the proposals on the enclosed ballot form and return it
by mail to arrive by the date given above.
Via the Internet, Etc.
Please review the “Instructions for Voting via the Internet, Etc.” on Page 6, then access our designatedshareholder voting website (https://soukai.mizuho-tb.co.jp [in Japanese only]) and vote on the tendered
proposals by the deadline given above.
Internet Disclosure
Among the documentation we are required to provide for this Meeting in accordance with theprovisions of applicable Japanese law and Article 17 of our Articles of Incorporation, the following areavailable on our corporate website and thus have not been included with this Notice:(1) “ Framework for ensuring appropriateness of business & its operational status” and “ Basic policy
regarding corporate control” in the business report(2) “Consolidated statement of changes in equity” and “Notes to consolidated financial statements” inconsolidated financial statements(3) “Statement of changes in equity” and “Notes to non-consolidated financial statements” in nonconsolidated financial statements
Corporate website: https://www.nipponsanso-hd.co.jp/
The matters stated in the aforesaid section (1) are included in the business report audited by the Audit& Supervisory Board members for preparation of the audit report. Also, the matters stated in the
aforesaid section (2) and (3) are included in the consolidated and non-consolidated financial statements
audited by the accounting auditor and the Audit & Supervisory Board members for preparation of theaccounting audit report and the audit report.
3

Meeting of Shareholders
1. Date and time Friday, June 18, 2021, 10:00 a.m.
(Registration desk open from 9:00 a.m.)
2. Venue
Grand Prince Hotel Takanawa, in Prince Room on basement floor B1
3-13-1 Takanawa, Minato-ku, Tokyo
3. Agenda
Matters to Be Reported
1. Business report, consolidated financial statements, and the findings of audits ofthe consolidated financial statements carried out by the accounting auditor andthe Audit & Supervisory Board for the Fiscal Year Ending March 31, 2021
(April 1, 2020 to March 31, 2021)
2. Report on the non-consolidated financial statements for the Fiscal Year Ending
March 31, 2021 (April 1, 2020 to March 31, 2021)
Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendments to the Articles of Incorporation
Proposal 3: Election of nine directors
Proposal 4: Election of two Audit & Supervisory Board members● If you plan to exercise your voting rights by proxy, you may authorize another shareholder with voting rights
to attend the Meeting on your behalf. Your proxy will need to present written proof of his or her power to act
as your proxy.
● If you plan to attend the Meeting, please bring the enclosed ballot form with you and present it at the registrationdesk.
●We will not provide souvenirs to shareholders attending the Meeting. Thank you for your understanding.
● Any revisions to the reference documentation, business report, or non-consolidated or consolidated financial
statements will be posted on our corporate website.
Corporate website: https://www.nipponsanso-hd.co.jp/

4Instructions for Voting
You may exercise your voting rights using any of the following three methods.
・Attendance at the Meeting
Present the enclosed ballot form at the registration desk when you arrive for the Meeting. (You do not need toaffix your seal or signature.)
Date and time: Friday, June 18, 2021, 10:00 a.m. (Registration desk open from 9:00 a.m.)・By postal mailIndicate your approval or disapproval of each of the proposals on the enclosed ballot form and return it by postal
mail (No mailing stamp required within Japan).
Deadline: Ballot must be received no later than 5:40 p.m. on Thursday, June 17, 2021.
・Via the Internet, Etc.
Access our designated shareholder voting website (https://soukai.mizuho-tb.co.jp/ [in Japanese only]) and follow
the on-screen instructions to enter your vote.
Deadline: Voting must be completed no later than 5:40 p.m. on Thursday, June 17, 2021.
More information on next page* If you plan to attend the Meeting in person, there is no need to submit a ballot by postal mail or via the Internet,
etc.
Note for Institutional Investors
You may also exercise your voting rights by making use of the Electronic Voting Platform (run by Investor
Communications Japan).

5Instructions for Voting via the Internet, etc.
＜Method 1: Scanning QR code®＞“Smart Vote”
You can simply login to the website for exercising voting rights without entering your voting code and password.
1 Please scan the QR code® located on the bottom right of the voting form.
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
2 Indicate your approval or disapproval by following the instructions on the screen.
Note that your voting rights can be exercised only once by using the “Smart Vote” method.
If you need to make a correction to the content of your vote after you have exercised your voting rights, please
access the website for personal computer and login by entering your “voting code” and “password” printed on
the voting form, and exercise your voting rights again.
* You can access the website for personal computer by scanning the QR code® again.
＜Method 2: Entering voting code and password＞
Shareholder voting website
1 Please access the shareholder voting website.

https://soukai.mizuho-tb.co.jp/

Click "Next."
2 Enter your “voting code” printed on the ballot form.
Enter the “voting code.”
Click "Next."
3 Enter your password printed on the ballot form.
Enter the “initial password.”
Set the new password you are going to use.
Click “Register.”
4 Indicate your approval or disapproval by following the instructions on the screen.

Matters to Be Noted(1) The deadline for voting is 5:40 p.m. on Thursday, June 17, 2021. You will need to complete the voting
process by that time. We encourage you to vote early.
(2) In the event votes submitted via the Internet (including via “Smart Vote”) are duplicated by the submissionof a written ballot, the votes submitted via the Internet will prevail. If votes are submitted multiple times via
the Internet, the final vote will prevail.
(3) Passwords (including new passwords selected by shareholders after initial login) will be valid for thisMeeting only. New passwords will be issued for the next General Meeting of Shareholders.
(4) Shareholders will bear any costs incurred for voting via the Internet.
In case you need instructions for how to operate your personal computer/smartphone/mobile phone in order toexercise your voting rights via the Internet, please contact:
Securities Agent Dept. of Mizuho Trust & Banking Co., Ltd. Internet Help Dial 0120-768-524(9:00 a.m. to 9:00 p.m. on weekdays) (JST)6Reference Documentation
For the General Meeting of Shareholders
Proposal 1: Appropriation of surplus
The Company proposes that the surplus be appropriated as follows.
1. Year-end dividend
Our proposed year-end dividend for this term is detailed below. This reflects our interest in using ourinternal reserves to improve and reinforce the Company’s management foundation, as well as our corepolicy of returning profits to our shareholders on a stable and sustained basis, in keeping with ourdividend policy, which takes into account linkages with consolidated results.
(1) Type of dividend
Cash(2) Allocation and total amount of dividend
16 yen per common share in the Company
Total dividend: 6,926,560,672 yen(3) Effective date of distribution of dividend from surplus
June 21, 2021
Including the interim dividend of 14 yen per share that was paid in December last year, the total annual
dividend will be 30 yen per share.
2. Other matters concerning the appropriation of surplus
None7

Proposal 2: Partial amendments to the Articles of Incorporation
1. Reason for the amendments
The Convener and Chairperson of the Board of Directors provided in the Article 26 of the current
Articles of Incorporation will be changed to the Director predesignated by the Board of Directors, inorder to allow for flexible action in operating the Board of Directors meetings.

2. Details of the amendments
The details of the changes are as follows.

Current Articles of Incorporation
Articles 1 through 25 (Omitted)(Amended parts are underlined)
Proposed amendment
Articles 1 through 25 (Unchanged)

Article 26 (Convener and Chairperson)
1. A meeting of the Board of Directors shallbe convened by the Chairperson who shallpreside at such meeting.

Article 26 (Convener and Chairperson)
1. Except as otherwise provided by law, ameeting of the Board of Directors shall be
convened and presided over by the Director
predesignated by the Board of Directors.

2. If the Chairperson is unable to attend to
his/her duties or the office thereof is vacant,the President shall act in his/her place, and if
the President is unable to attend to his/herduties, another Director shall act in his/herplace in the order predetermined by resolutionof the Board of Directors.

2. If the Director designated in accordancewith the previous section is unable to attend to
his/her duties, another Director shall conveneand preside over the meeting of the Board of
Directors in the order predetermined byresolution of the Board of Directors.

Articles 27 through 44 (Omitted)

Articles 27 through 44 (Unchanged)

8

Proposal 3: Election of nine directors
The terms of office of nine directors (Yujiro Ichihara, Toshihiko Hamada, Kenji Nagata, Kazuyuki
Futamata, Thomas Scott Kallman, Eduardo Gil Elejoste, Akio Yamada, Mitsuhiro Katsumaru, andHidefumi Date) will expire at the conclusion of this Meeting. Accordingly, the Company proposes theelection of nine directors (including three outside directors).
The candidates for directors are listed below.

1

Name
Toshihiko Hamada

2

Yujiro Ichihara

3

Kenji Nagata

Current position and responsibilities
Director
Reappointment
Executive vice president (Aide to the president)
President, representative director, CEO
Reappointment
Member of Advisory Committee on Appointments andRemuneration
Director
Reappointment

4

Thomas Scott Kallman

Director

Reappointment

5

Eduardo Gil Elejoste

Director

Reappointment

6

Akio Yamada

7

Mitsuhiro Katsumaru

Director
Chairman of Advisory Committee on Appointments andRemuneration
Director
Member of Advisory Committee on Appointments andRemuneration

8

Miri Hara

9

Hidefumi Date

Reappointment,
outside director,
independent
Reappointment,
outside director,
independent
New appointment,
outside director,
independent
Reappointment

No.

Director

Notes
The candidates for directors were selected by the Board of Directors following recommendations by
the Advisory Committee on Appointments and Remuneration (*), which consists of the president andoutside directors.
The Company has established Standards for the Independence of Outside Directors, detailed on Page
19. These standards have been met by the three candidates nominated for outside director positions inthis Proposal.
* See “Reference: Advisory Committee on Appointments and Remuneration” on page 22below for the outlineof the Advisory Committee on Appointments and Remuneration.

9

No.

1

Toshihiko Hamada (Date of birth: September 28, 1956) (Reappointment)

・Number of Company shares owned: 5,500
・Years of service as a director: 1
・Record of attendance at the Board of Directors meetings: 8 of 8 times
Career summary, position and responsibilities in the Company
April 1981
July 2002
October 2005
April 2006
January 2010
June 2014
June 2016
June 2017
June 2020

Joined the Company
Executive Vice President responsible for Specialty Gas Technology, Matheson Tri-Gas, Inc.
Deputy general manager of Semiconductor Gas Section of Electronics Division
General manager of Semiconductor Gas Section of Electronics Division
Subordinate directly to General manager of Electronics Division and general manager ofBusiness Strategy Promotion Section
Managing director, NISSAN TANAKA CORPORATION
Senior Managing director, NISSAN TANAKA CORPORATION
President and representative director, NISSAN TANAKA CORPORATION
Executive vice president (Aide to the president), director of the Company (current)

Significant concurrent positions
None.

Reasons for nomination as candidate for director position
After experiencing a wide range of sales activities for semiconductor gas in Japan and overseas, and serving as
the general manager of the Semiconductor Gas Section, Toshihiko Hamada assumed the position of president
and representative director of NISSAN TANAKA CORPORATION from June 2017 to June 2020. After
assuming the executive vice president and director of the Company in June 2020, he is in charge of thegroupwide management as an assistant to the president.
In view of his extensive background, we have nominated Mr. Hamada for a position as director in the
expectation that his experience and insight will contribute significantly to enhancement of Group management.
If Toshihiko Hamada is elected as a director, he will assume the position of representative director and CEO, on
the condition that he is appointed by the Board of Directors.

Special interests
Toshihiko Hamada has no special interests in the Company.

10

No.

2

Yujiro Ichihara (Date of birth: November 13, 1951) (Reappointment)

・Number of Company shares owned: 83,100
・Years of service as a director: 11
・Record of attendance at the Board of Directors meetings: 11 of 11 times
Career summary, position and responsibilities in the Company
April 1974
June 2005
June 2008
June 2010
June 2012
June 2013
April 2014
June 2014
June 2015
June 2018

Joined the Company
Executive officer, deputy general manager of Business Planning Division and General Affairs
Division, and manager of Secretary’s Office and Corporate Audit OfficeSenior executive officer and general manager of General Affairs Division, with responsibility
for Company-wide internal control
Managing director and general manager of General Affairs Division, with responsibility for
Company-wide internal control
Senior managing director and general manager of Corporate Administration Division, withresponsibility for Company-wide internal control
Executive vice president, director, and general manager of Corporate Administration Division,
with responsibility for Company-wide internal control
Executive vice president and director, with responsibility for Corporate Administration
Division and Corporate Planning & Global Operations Division
President and representative director, CEO
President and representative director, CEO
President and representative director, CEO (current)

Significant concurrent positions
Director, KAITEKI Institute, Inc.

Reasons for nomination as candidate for director position
Yujiro Ichihara commands broad-based experience in the international business arena as well as in finance,business planning, and other aspects of business administration. Following his service as general manager of
the Corporate Administration Division, in June 2014 he assumed his current position as president andrepresentative director.
In view of his extensive background, we have nominated Mr. Ichihara for a position as director in the
expectation that his experience and insight will contribute significantly to enhancement of governance of Groupmanagement. If Yujiro Ichihara is elected as a director, he will assume the position of Chairperson of the Boardof Directors, on the condition that he is appointed by the Board of Directors.

Special interests
Yujiro Ichihara has no special interests in the Company.
11

No.

3

Kenji Nagata (Date of birth: February 28, 1959) (Reappointment)

・Number of Company shares owned: 11,000
・Years of service as a director: 3
Record of attendance at the Board of Directors meetings: 11 of 11 times
Career summary, position and responsibilities in the Company
April 1981
June 2013
April 2016
June 2016
April 2017
June 2018
October 2020

Joined the Company
Executive officer, general manager of North Kanto Branch
Executive officer, deputy general manager of Industrial Gases Division, general manager ofGases Business Unit, general manager of Product Management Unit
Senior executive officer, deputy general manager of Industrial Gases Division, general manager
of Gases Business Unit, general manager of Product Management Unit
Senior executive officer, general manager of Industrial Gases Division
Senior managing executive officer, director, general manager of Industrial Gases Division
Director of the Company (current)/ Representative Director, President, TAIYO NIPPONSANSO CORPORATION(current)

Significant concurrent positions
Representative Director, President, TAIYO NIPPON SANSO CORPORATION
President & representative director, Shikoku Ekisan Co., Ltd.
President & representative director, Japan Helium Center Corporation

Reasons for nomination as candidate for director position
Kenji Nagata has wide-ranging experience in the areas of industrial gas logistics, sales, and planning. Following
his tenure as president of one of our overseas subsidiaries and as general manager of our Kita-Kanto Regional
Branch, he was appointed to serve as general manager of our Industrial Gases Division from April 2017 to
September 2020. After the Company moved to a holding company structure in October 2020, he assumed
Representative Director, President, TAIYO NIPPON SANSO CORPORATION which is our group company
engaging in the industrial gases business in Japan.
In view of his extensive background, we have nominated Mr. Nagata for a position as director in the expectationthat his experience and insight will contribute significantly to Group management.

Special interests
Kenji Nagata is also president and representative director of Shikoku Ekisan Co., Ltd., Japan Helium Center
Corporation, in addition to TAIYO NIPPON SANSO CORPORATION (our wholly-owned subsidiary).
TAIYO NIPPON SANSO CORPORATION has transactions of industrial gas products with these companies.

12

No.

4

Thomas Scott Kallman (Date of birth: October 17, 1954) (Reappointment)

・Number of Company shares owned: 0・Years of service as a director: 2・Record of attendance at the Board of Directors meetings: 10 of 11 times
Career summary, position and responsibilities in the Company
July 1981
January 2000
January 2005
January 2008
June 2009
January 2013
June 2017
April 2019
June 2019

Joined BOC Group, plc.
Vice-President, General Manager responsible for Eastern Region, BOC Group, plc.
Executive Vice President responsible for Industrial Gas Group, Matheson Tri-Gas, Inc.
Senior Executive Vice President and COO, Matheson Tri-Gas, Inc.
President and COO, Matheson Tri-Gas, Inc.
President and CEO, Matheson Tri-Gas, Inc.
Chairman, President, and CEO, Matheson Tri-Gas, Inc.
Chairman and CEO, Matheson Tri-Gas, Inc. (current)
Director of the Company (current)

Significant concurrent positions
Chairman and CEO, Matheson Tri-Gas, Inc.

Reasons for nomination as candidate for director position
Thomas Scott Kallman has worked for many years in the industrial gas industry in the United States, and since2013 has worked as CEO of Matheson Tri-Gas, Inc., a Company subsidiary engaged in the industrial gas
business in the United States. In view of his extensive background, we have nominated Mr. Kallman for aposition as director in the expectation that his experience and insight will contribute significantly to Groupmanagement.

Special interests
Thomas Scott Kallman has no special interests in the Company.

13

No.

5

Eduardo Gil Elejoste (Date of birth: May 1, 1956) (Reappointment)

・Number of Company shares owned: 0・Years of service as a director: 2・Record of attendance at the Board of Directors meetings: 10 of 11 times
Career summary, position and responsibilities in the Company
April 1981
Joined Argon S.A.
January 1992
Director Marketing responsible for Spain and Portugal, Argon S.A.
September 1996 Director Business Development responsible for Europe, Praxair España S.L.
January 2000
Director Marketing responsible for Europe, Praxair Euroholding S.L.
October 2004 CEO, Germany, Praxair Euroholding S.L.
January 2006
CEO, Germany and Benelux, Praxair Euroholding S.L.
April 2008
CEO, Praxair España S.L.
CEO, Praxair Portugal S.A.
December 2016 President, Praxair Euroholding S.L.
December 2018 Chairman and President, TNSC Euro-Holding S.L.U. (current)(now Nippon Gases Euro-Holding S.L.U.)
June 2019
Director of the Company (current)

Significant concurrent positions
Chairman and President, Nippon Gases Euro-Holding S.L.U.

Reasons for nomination as candidate for director position
Eduardo Gil Elejoste has worked for many years in the industrial gas business in Europe, and was responsible
for the European business of Praxair, Inc., now acquired by the Company. He continues to take charge of theGroup’s European business.
In view of his extensive background, we have nominated Mr. Elejoste for a position as director in the expectationthat his experience and insight will contribute significantly to Group management.

Special interests
Eduardo Gil Elejoste has no special interests in the Company.

* TNSC Euro-Holding S.L.U. changed its trading name to Nippon Gases Euro-Holding S.L.U. on
December 17, 2018.

14

No.

6

Akio Yamada (Date of birth: September 25, 1943)(Reappointment, outside director, independent)

・Number of Company shares owned: 800
・Years of service as an outside director: 6・Record of attendance at the Board of Directors meetings: 11 of 11 times
Career summary, position and responsibilities in the Company
April 1967
Joined General Secretariat of Japan Fair Trade Commission
June 2000
Secretary general, Japan Fair Trade Commission
December 2003 Commissioner, Japan Fair Trade Commission
April 2009
Senior advisor to Jones Day
June 2010
Outside Audit & Supervisory Board member, Daiichi Sankyo Co., Ltd.
March 2014
Outside Audit & Supervisory Board member, Yokohama Rubber Co., Ltd.
June 2014
Outside director, Watahan & Co., Ltd.
June 2015
Outside director, the Company (current)
March 2018
Chairman, Fair Trade Institute (current)

Significant concurrent positions
Chairman, Fair Trade InstituteReasons for nomination as candidate for outside director position
Akio Yamada has occupied important posts on the Japan Fair Trade Commission, and is currently Chairman of
the Fair Trade Institute. He also once served as an outside director at a publicly listed company, and a senioradvisor to a law firm that provides global services. We have nominated him as a candidate for outside director
in the expectation that he will apply his wealth of experience and professional expertise to the management of
our Group. Aside from his duties as an outside director, Mr. Yamada has not been directly involved in corporate
management. However, we believe he is capable of effectively fulfilling the role of an outside director at our
Company, for the reasons given above.

Special interests
Akio Yamada has no special interests in the Company.

Reporting of independent director status
Akio Yamada is a candidate for the position of outside director. Also, he satisfies the requirements forindependent directors as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange. We havenotified the Tokyo Stock Exchange of his selection as an independent director.

Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act, theCompany and Akio Yamada have entered into a liability limitation agreement that limits said liability to theamount stipulated by law in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act.
This agreement with Mr. Yamada will be extended if he is reelected as a director.
15

No.

7

Mitsuhiro Katsumaru (Date of birth: October 10, 1951)(Reappointment, outside director, independent)

・Number of Company shares owned: 500
・Years of service as an outside director: 6・Record of attendance at the Board of Directors meetings: 11 of 11 times
Career summary, position and responsibilities in the Company
April 1978
Appointed as a public prosecutor assigned to Tokyo District Public Prosecutors Office
July 1989
First secretary of Embassy of Japan in Germany
April 2005
Assistant vice-minister, Ministry of Justice (responsible for general policy integration)
December 2010 Superintending prosecutor, Takamatsu High Public Prosecutors Office
June 2012
Superintending prosecutor, Hiroshima High Public Prosecutors Office
July 2014
Retired from superintending prosecutor position
October 2014 Registered as an attorney
June 2015
Outside director, the Company (current)
March 2017
Outside director, Shimano Inc. (current)

Significant concurrent positions
Of Counsel, Shiba International Law Offices
Outside director, Shimano Inc.

Reasons for nomination as candidate for outside director position
Prior to his current role as an attorney, Mitsuhiro Katsumaru followed an extensive career of service with the
Ministry of Justice and Public Prosecutors Offices. We have nominated him as a candidate for outside director
in the expectation that he will effectively apply his wide experience and professional expertise as a prosecutor
and attorney to the management of our Group.

Special interests
Mitsuhiro Katsumaru has no special interests in the Company.

Reporting of independent director status
Mitsuhiro Katsumaru is a candidate for the position of outside director. Also, he satisfies the requirements forindependent directors as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange. We havenotified the Tokyo Stock Exchange of his selection as an independent director.

Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act, theCompany and Mitsuhiro Katsumaru have entered into a liability limitation agreement that limits said liability to
the amount stipulated by law in accordance with the provisions of Article 427, Paragraph 1 of the Companies
Act. This agreement with Mr. Katsumaru will be extended if he is reelected as a director.

16

No.

8

Miri Hara (Date of birth: December 20, 1961)(New appointment, outside director, independent)

・Number of Company shares owned: 0
Career summary, position and responsibilities in the Company
June 1988
October 2017
June 2020

Director, Hara Jisho Co., Ltd. (current)
Founded Tax Corporation Yokohama Benten Accounting, Inc., and assumed Representative
Certified Public Tax Accountant (current)
Outside director, SECOM CO., LTD. (current)

Significant concurrent positions
Representative Certified Public Tax Accountant, Tax Corporation Yokohama Benten Accounting, Inc.
Outside director, SECOM CO., LTD.

Reasons for nomination as candidate for outside director position
Miri Hara has served as a director of real estate management company over many years, and also has wideranging experience of serving as Representative Certified Public Tax Accountant of Tax Corporation, and an
outside director at a publicly listed company. We have nominated her as a candidate for outside director in the
expectation that she will effectively apply her wide experience and professional expertise of corporate
accounting as a Certified Public Tax Accountant to the management of our Group, also from the viewpoint ofpromoting diversity and women's empowerment.

Special interests
Miri Hara has no special interests in the Company.

Reporting of independent director status
Miri Hara is a candidate for the position of outside director. Also, she satisfies the conditions for independent
Audit & Supervisory Board members established by the Securities Listing Regulations of the Tokyo Stock
Exchange. If this Proposal is approved and adopted, we will notify the Tokyo Stock Exchange of her selection
as an independent Audit & Supervisory Board member.

Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act, if theelection of Miri Hara is approved, the Company and Miri Hara intends to enter into a liability limitationagreement that limits said liability to the amount stipulated by law in accordance with the provisions of Article
427, Paragraph 1 of the Companies Act.

17

No.

9

Hidefumi Date (Date of birth: July 10, 1958) (Reappointment)

・Number of Company shares owned: 0・Years of service as a director: 2・Record of attendance at the Board of Directors meetings: 11 of 11 times
Career summary, position and responsibilities in the Company
April 1982
June 2011
April 2013
March 2014
April 2014
April 2015
April 2018
June 2019
April 2020

Joined Mitsubishi Chemical Industries Limited (now Mitsubishi Chemical Corporation)
Associate director, general manager of Consolidated Management Office, Mitsubishi
Chemical Corporation
Executive officer, general manager of Consolidated Management Office, Mitsubishi Chemical
Corporation
Executive officer, general manager of Consolidated Management Office and Finance &Accounting Department, Mitsubishi Chemical Corporation
Executive officer, general manager of Finance & Accounting Department, Mitsubishi
Chemical Corporation
Executive officer and general manager of Corporate Management Office, Mitsubishi Chemical
Holdings Corporation
Managing corporate executive officer and chief financial officer, Mitsubishi Chemical
Holdings Corporation
Director, managing corporate executive officer, and chief financial officer of Mitsubishi
Chemical Holdings Corporation(current)/ Director, the Company (current)
Representative Director and President of Mitsubishi Chemical Holdings Corporate Staff, Inc.
(current)

Significant concurrent positions
Director, managing corporate executive officer, and chief financial officer, Mitsubishi Chemical Holdings Corporation
Representative director and president, Mitsubishi Chemical Holdings Corporate Staff, Inc.

Reasons for nomination as candidate for director position
Hidefumi Date has wide-ranging experience in the fields of corporate management, finance and accounting,and has served as corporate executive officer and executive officer roles at Mitsubishi Chemical Corporationand Mitsubishi Chemical Holdings Corporation.
In view of his background, we have nominated Mr. Date for a position as director in the expectation that his
experience and insight will be assets to Group management.

Special interests
Hidefumi Date has no special interests in the Company.
* Hidefumi Date’s career summary above includes his positions and responsibilities over the past ten years as a person who
executes business at our parent company, Mitsubishi Chemical Holdings Corporation, and one of its subsidiaries.
* On April 1, 2017, the new Mitsubishi Chemical Corporation was launched following the integration of Mitsubishi Chemical
Corporation, Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd.

18

* Matters common to all candidates for directors
The Company have entered into a directors and officers (D&O) liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In the event that claims for damages
including third party litigations, derivative lawsuits, and corporate litigations are made against the insured persons
including directors of the Company due to the acts in the course of their duties as directors and officers of the Company,
the said insurance agreement shall compensate for legal damages and litigation expenses to be borne by the insured.
(However, the said insurance agreement shall not cover damages arising from any conduct committed while knowingthat the conduct is in violation of laws and regulations.) If each candidate is reelected or elected, each candidate will be
insured under the said insurance agreement. Also, the Company intends to renew the said insurance agreement at thetime of next renewal.
Reference: Standards for the Independence of Outside Directors
The Company considers outside directors to be independent provided they do not fit any of the descriptions listed
below.
(1) A person for whom the Company is a major client, or who executes business for such a person.
(2) A major client of the Company, or a person who executes business for such a client.
(3) A consultant, accounting professional, or legal professional who receives large sums of money or assets
other than director’s remuneration from the Company. (If the recipient is a judicial person, partnership, or otherorganization, this includes persons belonging to that organization.)(4) A person to whom any of the following criteria listed in (i) through (iii) applied at any time during the three
years preceding their appointment:(i) A person as described in (1), (2), or (3) above(ii) A person who executes business, or a director who does not execute business, for the Company’s parent
company(iii)A person who executes business for one of the Company’s sister companies.
(5) A close relative (within the second degree of kinship) of any person described in the following clauses (i)through (v) (excluding non-important personnel):(i) A person as described in (1) through (4) above(ii) A person who executes business for a Company subsidiary(iii)A person who executes business, or a director who does not execute business, for the Company’s parent
company(iv)A person who executes business for one of the Company’s sister companies.
(v) A person who has fulfilled criterion (ii) above or executed business for the Company at any time during athree-year period preceding the date of the General Meeting of Shareholders that appoints him or her toserve as an outside director.

19

Proposal 4: Election of two Audit & Supervisory Board members
The terms of office of two Audit & Supervisory Board members (Junzo Tai and Akihiro Hashimoto)will expire at the conclusion of this Meeting.
Accordingly, the Company proposes the election of two Audit & Supervisory Board members. This
Proposal has the consent of the Audit & Supervisory Board. The candidates for Audit & Supervisory
Board members are listed below.
Notes
The candidates for Audit & Supervisory Board members were selected by the Board of Directors following
recommendations by the Advisory Committee on Appointments and Remuneration (*), which consists of thepresident and outside directors.
* See “Reference: Advisory Committee on Appointments and Remuneration” on page 22 below for the outlineof the Advisory Committee on Appointments and Remuneration.
No.

1

Junzo Tai (Date of birth: May 11, 1956) (Reappointment)
・Number of Company shares owned: 9,500
・Year of service as an Audit & Supervisory Board member: 3
・Record of attendance at the Board of Directors meetings: 11 of 11 times
・Record of attendance at Audit & Supervisory Board: 16 of 16 times
Career summary, position in the Company
April 1979
June 2013
June 2014
January 2015
March 2017
April 2017
March 2018
April 2018
June 2018

Joined the Company
Manager of Corporate Audit Office
Executive officer, manager of Corporate Audit Office
Executive officer assigned to Mitsubishi Chemical Holdings Corporation
Retirement from executive officer position
Executive officer, manager of Industrial Gases Strategy Office in Corporate Strategy Division,
Mitsubishi Chemical Holdings Corporation
Retirement from executive officer position at Mitsubishi Chemical Holdings Corporation
Manager,Corporate Planning Office (subordinate directly to General Manager the office), the Company
Full-time Audit & Supervisory Board member, the Company(current)

Significant concurrent positions
None.

Reasons for nomination as candidate for Audit & Supervisory Board member position
Junzo Tai possesses wide-ranging experience in the fields of accounting and finance, and served as manager of
the Company’s Corporate Audit Office from June 2013 to December 2014. After assuming the Audit &Supervisory Board member, the Company in June 2018, he is in charge of audit of the Company anddomestic/overseas group companies as a full-time Audit & Supervisory Board member.
In view of his extensive background, we have nominated Mr. Tai for the position of Audit & Supervisory Board
member because we believe our audit system can effectively harness his wealth of experience and broad insight.

Special interests
Junzo Tai has no special interests in the Company.

20

No.

Akihiro Hashimoto (Date of birth: February 18, 1960)

2(Reappointment, outside Audit & Supervisory Board member, independent)

・Number of Company shares owned: 600
・Year of service as an outside Audit & Supervisory Board member: 4・Record of attendance at the Board of Directors meetings: 11 of 11 times
・Record of attendance at Audit & Supervisory Board: 16 of 16 times
Career summary, position in the Company
April 1983
April 2010
April 2012
April 2013
July 2013
April 2014
April 2014
May 2014
June 2014
June 2016
June 2016
June 2017

Joined Fuji Bank, Limited (now Mizuho Bank, Ltd.)
Executive officer and general manager of Americas Financial Products Division of Mizuho
Corporate Bank, Ltd. (now Mizuho Bank, Ltd.)Managing executive officer in charge of branches of Mizuho Bank, Ltd. (to July 2013)
Managing executive officer in charge of corporate banking of Mizuho Corporate Bank, Ltd.
Managing executive officer in charge of corporate banking of Mizuho Bank, Ltd.
Senior general manager of Mizuho Bank, Ltd.
Resigned from Mizuho Bank, Ltd.
Senior general manager of Sharp Corporation
Director and executive managing officer of Sharp Corporation
Resigned from Sharp Corporation
Senior general manager of Mizuho Bank, Ltd.
Resigned from Mizuho Bank, Ltd / Full-time outside Audit & Supervisory Board member, theCompany (current)

Significant concurrent positions
None.

Reasons for nomination as candidate for outside Audit & Supervisory Board member position
Akihiro Hashimoto has amassed a long career in financial institutions. After assuming the outside Audit &Supervisory Board member, the Company in June 2017, he is in charge of audit of the Company anddomestic/overseas group companies as a full-time Audit & Supervisory Board member. We have nominatedhim for the position of outside Audit & Supervisory Board member because we believe our audit system caneffectively harness his wealth of experience and broad insight.

Special interests
Akihiro Hashimoto has no special interests in the Company.

Reporting of independent director status
Akihiro Hashimoto is a candidate for the position of outside Audit & Supervisory Board member. Also, hesatisfies the requirements for independent Audit & Supervisory Board members as set forth by the Securities
Listing Regulations of the Tokyo Stock Exchange. We have notified the Tokyo Stock Exchange of his selection
as an independent Audit & Supervisory Board member.
*On July 1st, 2013, Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. merged to form the current Mizuho Bank, Ltd.

21

* Matters common to all candidates for Audit & Supervisory Board members
The Company have entered into a directors and officers (D&O) liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In the event that claims for damages
including third party litigations, derivative lawsuits, and corporate litigations are made against the insured persons
including Audit & Supervisory Board members of the Company due to the acts in the course of their duties as directors
and officers of the Company, the said insurance agreement shall compensate for legal damages and litigation expenses
to be borne by the insured. (However, the said insurance agreement shall not cover damages arising from any conduct
committed while knowing that the conduct is in violation of laws and regulations.) If each candidate is reelected, eachcandidate will be insured under the said insurance agreement. Also, the Company intends to renew the said insurance
agreement at the time of next renewal.

Reference: Advisory Committee on Appointments and Remuneration
The Company has the Advisory Committee on Appointments and Remuneration, a discretionary committee
under the Board of Directors consisting of the president (CEO) and two independent outside directors and being
chaired by an independent outside director.
The Board of Directors consults with and receives advise from the Advisory Committee on Appointments andRemuneration on the election of candidates for the position of director and Audit & Supervisory Board member,appointment and removal of the president (CEO), election and dismissal of executive officers, and revisions to
the internal regulations governing the remuneration of the Board of Directors, thereby ensuring the transparency
and objectivity of decision making.
End of page

22

(Attachment)
Business Report
From April 1, 2020
to March 31, 2021
1. Current Status of Corporate Group(1) Business conditions in fiscal year under review
The Nippon Sanso Holdings Group’s (NSHD Group) business environment in the fiscal year underreview (from April 1, 2020 to March 31, 2021) was as follows. In the first quarter (from April 1,2020 to June 30, 2020), the global COVID-19 pandemic caused a significant economic downturnand decline in demand in the countries and regions in which the NSHD Group operates, andproduction activity in the manufacturing sector rapidly decreased. However, from the start of thesecond quarter (from July 1, 2020 to September 30, 2020), signs of overall recovery began to emerge.
The trend in shipments of air separation gases (oxygen, nitrogen, and argon) has been gradually
recovering from the third quarter (from October 1, 2020 to December 31, 2020), but in spite of the
improved trends sequentially overall sales remain down as compared to previous fiscal year.
Against this backdrop, the NSHD Group achieved the following results for the fiscal year underreview. Revenue on a consolidated basis decreased 3.8% year on year to ¥818,238 million, core
operating income decreased 3.4% to ¥87,251 million, operating income decreased 5.4% to ¥88,846
million and net income attributable to owners of the parent increased 3.5% to ¥55,214 million.
Core operating income is calculated as operating income excluding certain gains and expenses
attributable to non-recurring factors (non-recurring items).
A breakdown of business performance by reportable segment is as follows.
Segment income represents core operating income.

- 23 -

a. Gas Business in Japan
In the industrial gas-related business, revenue from air separation gases, decreased sharply year
on year, primarily due to sluggish production activity in relevant industries. Meanwhile, in theelectronics-related field, revenue from electronic materials gases increased compared to theprevious fiscal year. In equipment and installation, revenue rose substantially in the electronicsrelated field. However, there was a large year-on-year decline in revenue primarily in installationof air separation unit and welding and cutting equipment for metal processing.
As a result, in the Gas Business in Japan, revenue decreased 4.8 % year on year to ¥338,938
million, while segment income increased 1.3 % to ¥29,124 million.
b. Gas Business in the United States
In the industrial-gas related business, revenue from air separation gases decreased sharply year
on year, primarily due to packaged and bulk gases. In the on-site business, revenue declined year
on year due to the impact of lower demand from gas customers. In equipment and installation,
electronics-related revenue increased, but revenue from welding and cutting equipment for metal
processing decreased.
As a result, in the Gas Business in the United States, revenue decreased 4.5 % year on year to¥189,994 million while segment income increased 5.4 % to ¥23,455 million.

- 24 -

c. Gas Business in Europe
Demand for packaged and bulk gases as well as demand from on-site customer decreased
sharply due to strong decline in production activity as a whole in the key regions Iberia (Spain
and Portugal), Germany, and Italy, but gradually trended toward recovery

from the third

quarter. In equipment and installation, demand decreased in general throughout the fiscal year.
As a result, in the Gas Business in Europe, revenue decreased 3.3 % year on year to ¥160,035
million and segment income decreased 14.5% to ¥21,254million.
d. Gas Business in Asia & Oceania
In the industrial gas-related business, revenue from air separation gases decreased due to theimpact of government impose restrictions and the associated decline in production activity inthe manufacturing sector. On the other hand in the electronics-related business, shipments werefavorable for electronic materials gases in East Asia. In LPG, unit sales prices fell due to lower
contract prices in purchasing, but shipments in Australia were positive. In equipment andinstallation, demand decreased sharply, mainly reflecting a decrease in spot projects in
Singapore, as well as the absence of an installation project in Taiwan, and lower demand for
welding and cutting equipment for metal processing.
As a result, in the Gas Business in Asia & Oceania, revenue increased 0.7% year on year to¥105,305 million and segment income decreased 4.6 % to ¥9,497 million.

- 25 -

e. Thermos BusinessIn the Thermos Business, revenue from motion products decreased sharply in Japan, as revenue
was heavily impacted by the loss of sales opportunities associated with the leisure season. Thesesales opportunities were lost because of restrictions on outdoor activities and the voluntarysuspension of business activities due to requirements from Japanese government andmunicipalities. Meanwhile, sales volume of frying pans and tumblers increased substantially inconnection with the widespread adoption of new lifestyles where consumers spend longer
periods of time at home. Overseas, shipping volume increased while being influenced bybusiness slowdowns in various regions.
As a result, in the Thermos Business, revenue decreased 4.6 % year on year to ¥23,964 million,
and segment income fell 27.6 % to ¥5,229 million.

2) Plant & equipment investments
The total amount of plant and equipment investment in the fiscal year under review came to 74,697
million yen.

3) Fund procurements
The Company and its Group raised a total of 58.1 billion yen in long-term loans from financial
institutions during the fiscal year under review. Borrowings at the end of the fiscal year, including increase
and decrease, is as follows.
Item

Balance at April 1, 2020

Balance at March 31, 2021

Borrowings

745,594 million yen

708,399 million yen

216,997 million yen

204,217 million yen

962,592 million yen

912,616 million yen

Corporate bonds andcommercial paper
Total

ChangeDown
37,194 million yen
Down
12,780 million yen
Down
49,975 million yen

4) Important organizational restructuring, etc.
To realize a transition to a holding company structure based on the Absorption-Type Company Split
Agreement concluded as of May 15, 2020, with the Company’s wholly owned subsidiary, Taiyo Nippon
Sanso Split Preparation Corporation (hereinafter “Succeeding Company”), and approved at the 16th
Ordinary General Meeting of Shareholders, the Company executed an absorption-type company split
where the rights and obligations held by the Company in relation to all of its businesses were succeededby the Succeeding Company, effective October 1, 2020. As of that date, the Company and theSucceeding Company changed their tradenames to Nippon Sanso Holdings Corporation and Taiyo
Nippon Sanso Corporation, respectively.

- 26 -

(2) Assets & profits/losses in immediate past three fiscal years
Segment

FYE2018

FYE2019

FYE2020

FYE2021(current term)

Revenue(millions of yen)

646,218

740,341

850,239818,238

Core operating
income(millions of yen)

60,03365,81990,33787,251

Operating income(millions of yen)

59,862

66,86393,921

88,846

Net income
attributable toowners of the parent(millions of yen)

48,91941,291

53,34055,214

Basic earnings per
share (yen)113.0495.42

123.26127.59Total assets(millions of yen)

931,047

1,771,015

1,751,732

1,836,294

Total equity(millions of yen)

412,072

435,854440,693543,900(Note) Our Company Group has applied the International Financial Reporting Standards (IFRS), startingwith FYE2017 (year to March 2017).

- 27 -

(3) Status of parent company & significant subsidiaries
1) Status of parent company

Our parent company is Mitsubishi Chemical Holdings Corporation, which owns 218,996,000 sharesor 50.59% of Nippon Sanso Holdings Corporation stock. Mr. Hidefumi Date, Director of the Board,
Managing Corporate Executive Officer and Chief Financial Officer of Mitsubishi Chemical Holdings
Corporation, concurrently serves as a member of the Board of Directors of the Company.
The Company concluded a master agreement with Mitsubishi Chemical Holdings Corporation, dated
May 13, 2014. The agreement calls for Mitsubishi Chemical Holdings Corporation to respect theautonomy of the Company and to provide us with comprehensive support and cooperation under theparent company’s “group management policy.”

2) Status of significant subsidiaries
Company name

CapitalCompany’s
equity ratio

Main business lines%

Taiyo Nippon Sanso
Corporation

million yen
1,500

million yen
600 ＊84.25

NIPPON EKITANCORPORATION

Matheson Tri-Gas, Inc.
NipponGases
Holding S.L.U.

100

Euro-

Manufacture & sales of oxygen, nitrogen,argon,
helium,hydrogen,gas-related
equipment, specialty gases
electronics-related equipment & installation,
semiconductor-producing
equipment,machinery & plants, liquefied petroleum gas,
medical-use gases, medical equipment, stable
isotopes
Manufacture & sales of liquefied carbon
dioxide, dry ice, and sales of various
compressed and liquefied gas

US dollar
55.77

100

Manufacture & sales of oxygen, nitrogen,argon, specialty gases and equipment,
cutting & welding equipment

euros
100,000,000

100

Ownership of shares in related companies in
EuropeLeeden National Oxygen
Ltd.

Manufacture, purchase and sales ofSingapore
welding related instrument, safety goods,＊98.50dollarand high-pressure gas, oxygen, nitrogen,53,483,649
argon

NSC (Australia) Pty Ltd

Australian
dollar514,267,883

98.95

Ownership of shares in related companies inAustralia

Supagas Pty Ltd

Australian
dollar
3,600,000＊100

Filling and sales of liquefied petroleum gas
and various industrious gas, sales and rental of
related instruments

Taiyo Nippon Sanso (China)
US dollar
Investment Co., Ltd.
87,195,449

100

Ownership of shares in related companies inChina

million yen
300

100

Manufacture & sales of housewares

THERMOS K.K.

- 28 -

(4) Challenging issues to be addressed
COVID-19 has been with us for over a year. The impact as a result of the pandemic on the past fiscal
year was swift and severe. Fortunately, our Company was deemed essential in nearly all geographies inwhich we operate and therefore we continued to operate through the worse times of the pandemic byproviding critical gases, ventilators, home care supplies, and other essential goods. As fiscal year Mar
2021 progressed, our Company rebounded sharply as most economies in countries in which we operate,
learned to co-exist with the pandemic and resumed economic activities.
Uncertain times remain especially as we try to understand whether vaccines will outpace the COVID19 virus or if mutating genes will outpace the vaccine, however, we don’t expect to be impacted asseverely as what we experienced in 1Q of FYE Mar 2021.
In addition, on October 1, 2020 our Company formed a new company structure under the Nippon Sanso
Holdings Corporation (NSHD). The holding company structure symbolizes our transition from aJapanese Company to a Global Integrated Industrial Gas Company. The objectives to transform ourCompany to a holding company structure is; (i) Speedier decision-making through authority delegation,
and appropriate management resource allocation, (ii)Greater clarity in business execution
responsibilities and performance and (ii)Enhance the group’s comprehensive capabilities by sharing
regional strengths and advantages. We have a strong, experienced, and talented team and will work toleverage the organization more effectively and efficiently across the globe.
Our organization has always been focused on sustainable initiatives such as reduced power
consumption and less miles driven. However, we need to expand our role as business leaders, and wewill work to improve our corporate value by promoting our group vision of " We aim to create social
value through innovative gas solutions that increase industrial productivity, enhance human well-being
and contribute to a more sustainable future." through reflecting the strengthening of ESG and SDGs
initiatives in our next medium-term management plan and increasing productivity.

(5) Contents of main business lines (as of March 31, 2021)
Business segment

Main products & services

oxygen, nitrogen, argon, carbon dioxide, helium, hydrogen, acetylene,
gas-related equipment, specialty gases (electronic material gas, pure gas,
U.S. gas businessetc.), electronics-related equipment & installation, semiconductor-producing
equipment, cutting & welding equipment, welding materials, machinery &European gas businessplants, liquefied petroleum gas & related equipment, medical-use gases
Asia/Oceania gas business(oxygen, nitrous oxide, etc.), medical equipment, stable isotopes
Japan gas business

Thermos businessHousewares- 29 -

(6) Main business offices, etc. (as of March 31, 2021)
1) Company
Head office

Shinagawa-ku, Tokyo

2) Subsidiaries
Company nameLocation of head office

Taiyo Nippon Sanso Corporation

Shinagawa-ku, Tokyo, JapanNIPPON EKITAN CORPORATION

Minato-ku, Tokyo, Japan

Matheson Tri-Gas, Inc.

Texas, U.S.A.

Nippon Gases Euro-Holding S.L.U.

Madrid, Spain

Leeden National Oxygen Ltd.

Singapore

NSC (Australia) Pty Ltd

New South Wales, Australia

Supagas Pty Ltd

New South Wales, Australia

Taiyo Nippon Sanso (China) Investment Co., Ltd.

Liaoning, China

THERMOS K.K.

Tsubame-shi, Niigata Pref., Japan(7) Employees (as of March 31, 2021)
Business segment

Number of employees

Increase (decrease) from theprevious fiscal year end

Japan gas business

6,008

51

U.S. gas business

4,401

(344)

European gas business

2,912

42

Asia & Oceania gas business

4,377

12

Thermos business

1,333

(118)

Segment Total

19,031(357)

Company-wide (common)

326

(5)

Total

19,357(362)(Note) The numbers are those of employees working in the Company and its subsidiaries.

(8) Main sources of borrowings (as of March 31, 2021)
LenderOutstanding balance(millions of yen)Mizuho Bank, Ltd.
The Norinchukin Bank

286,685

MUFG Bank, Ltd.

147,370

154,305- 30 -

2. Status of Company(1) Status of shares (as of March 31, 2021)
1) No. of authorized shares

1,600,000,0002) No. of shares issued

433,092,837

3) No. of shareholders

18,9014) Major shareholders (top 10)
Status of investment in Company
Shareholder

Shares held

Shares held(in 1,000 shares)(%)

Mitsubishi Chemical Holdings Corporation

218,996

50.59

Client shareholding association of Taiyo Nippon Sanso Corporation

17,617

4.07

The Master Trust Bank of Japan, Ltd. (trust account)

14,946

3.45

Custody Bank of Japan, Ltd. (trust account)

13,294

3.07

Meiji Yasuda Life Insurance Company

10,0072.31

Mizuho Bank, Ltd.

8,182

1.89

The Norinchukin Bank

7,000

1.62

Employee shareholding association of Nippon Sanso Holdings
Corporation

3,282

0.76

Standard Life Assurance Limited-Pension Funds

3,067

0.71

Ibiden Co., Ltd.

3,004

0.69

(Note) 1. Our Company has 182,000 treasury shares.
2. The shareholding ratio excludes treasury shares.

- 31 -

(2) Status of Company officers
1) Status of directors & auditors (as of March 31, 2021)
Name

Yujiro Ichihara

Toshihiko Hamada

Position
Representative Director
President
Member of the Board
Executive Vice President

Duties in charge & main concurrent posts
CEO
Member, Advisory Committee on Appointments & Remuneration
Member of the Board, KAITEKI Institute, Inc.
Aide to the President
Representative Director & President, Taiyo Nippon Sanso
Corporation

Kenji Nagata

Member of the Board

Representative Director & President, Shikoku Ekisan Corporation
Representative Director & President, Japan Helium Center
Corporation

Member of the Board

CCO (concurrently Taiyo Nippon Sanso Group CCO)Managing Executive Officer

Concurrently responsible for company-wide internal control

Thomas Scott
KallmanMember of the Board

Chairman & CEO, Matheson Tri-Gas, Inc.

Eduardo Gil
ElejosteMember of the Board

Chairman & President, Nippon Gases Euro-Holding S.L.U.

Akio Yamada

Member of the Board

Kazuyuki Futamata

Mitsuhiro
Katsumaru

Hidefumi Date

Chairman, Advisory Committee on Appointments & Remuneration

Chairman, Fair Trade InstituteMember, Advisory Committee on Appointments & Remuneration

Member of the Board

Attorney of counsel, Shiba International Law Offices
Member of the Board (outside director), Shimano Inc.

Member of the Board

Member of the Board & Managing Corporate Executive Officer /Chief Financial Officer, Mitsubishi Chemical Holdings
Corporation
Representative Director & President, Mitsubishi Chemical
Holdings Corporation Corporate Staff, Inc.

Junzo Tai

Full-time Auditor

Akihiro Hashimoto

Full-time Auditor

Masahiro Osada

Full-time Auditor

Kazuya Kobayashi

Full-time Auditor

Auditor (Part-time), Taiyo Nippon Sanso Corporation- 32 -

(Notes) 1. Representative Director and President Yujiro Ichihara is appointed CEO because he hasabundant knowledge and experience over management and because he is expected to becapable of promoting the growth of our Company Group.
2. Directors Akio Yamada and Mitsuhiro Katsumaru are outside directors.
3. Auditors Akihiro Hashimoto, Masahiro Osada and Kazuya Kobayashi are outside auditors.
4. Auditors Junzo Tai, Akihiro Hashimoto, Masahiro Osada and Kazuya Kobayashi havesignificant financial and accounting knowledge as follows.

Auditor Junzo Tai has long-term professional experience at the Company’s accounting
department, and possesses a substantial level of financial and accounting knowledge.
Auditor Akihiro Hashimoto has long-term professional experience at financial
institutions, and possesses a substantial level of financial and accounting knowledge.
Auditor Masahiro Osada has long-term professional experience at the accounting
department of a chemical company, and possesses a substantial level of financial andaccounting knowledge.
Auditor Kazuya Kobayashi has long-term professional experience at financial
institutions, and possesses a substantial level of financial and accounting knowledge.
5. The Company has designated Directors Akio Yamada and Mitsuhiro Katsumaru, and Auditors
Akihiro Hashimoto and Kazuya Kobayashi as independent officers based on the Tokyo Stock
Exchange’s listing rules, and has reported them to the exchange.

- 33 -

2) Overview of liability-limiting contract
In accordance with the Articles of Incorporation of the Company and Article 427 (1) of the Companies
Act, the Company has an agreement in place with each of its outside directors to limit their liability fordamages stipulated in Article 423 (1) of the Companies Act.
The Company has set each outside director’s maximum liability amount for damages in accordancewith Article 425 (1) of the Companies Act.

3) Directors and auditors who resigned or were discharged during the business year.
There were no directors and auditors who resigned or were discharged during the business year.

4) Total amount of remunerations, etc. for directors & auditors
Total
Category of officers

remunerations(incl. outside directors)
Auditors(incl. outside auditors)
Total(incl. outside officers)(millions of yen)

No. ofcorresponding

Basic

Performance-tied

remuneration

remuneration

287

193

94

10

（24）

（24）

（―）

（2）

103

103

－

6

（76）

（76）

（―）

（5）

391

297

94

16

（100）

（100）

（―）

（7）

(millions of yen)
Directors

Total amount of remunerations by typeofficers(Notes) 1. The Company does not pay a director-cum-employee the employee portion of his/her pay.
2. The total amount of remunerations for directors is limited to 800 million yen per year(including 50 million or less for outside directors, excluding their employee portion) undera resolution passed at the 11th Ordinary General Meeting of Shareholders held on June 23,
2015. The number of directors as of the end of the relevant Ordinary General Meeting of
Shareholders is 11, including two outside directors.
3. The total amount of remunerations for auditors is limited to 200 million yen per year undera resolution passed at the 3rd Ordinary General Meeting of Shareholders held on June 28,
2007. The number of auditors as of the end of the relevant Ordinary General Meeting of
Shareholders is 4.
4. The above total amount of remunerations includes remuneration, etc. paid to one director
and two outside auditors who retired during the fiscal year under review.

5) Matters related to performance-linked remunerations, etc.
Remunerations for directors consist of the fixed “Basic Monthly Remuneration,” which is base salaryspecific to each rank, and “Performance-linked Bonuses” which vary according to business results. The
proportion of the two portions is approximately six to four, which is reflected in the amount of
remuneration for each director. Outside directors receive the fixed “Basic Monthly Remuneration” only.
The Performance-linked Bonuses are determined on the basis of the following formula.
Performance-linked Bonuses (variable) = Rank-specific standard amount x Coefficient based on
evaluation related to Performance-linked Bonuses- 34 -

The following figures are applied to the coefficient based on evaluation related to Performance-linked
Bonuses in order to judge the status of achievements of medium-term management plan targets whilestrengthening the extent of their interlocking with the Company’s business results as well as improving
their objectivity and transparency.
 Degree of achievements of each fiscal year’s budget based on medium-term management
plan targets (consolidated revenue and consolidated core operating profit margin)
 Year-on-year improvements in business results (consolidated revenue, consolidated core
operating profit and profit attributable to owners of the parent company)


Targets & results of indicators tied to Performance-linked Bonuses for directors (excluding outside
directors) in FYE 2021

Degree of achievement in each FY’s budget based on medium-term management plan targets
Indicator for evaluation

Target for FYE2021

Results for FYE 2021

Consolidated revenue

830,000 mil. yen

818,238 mil. yen

Consolidated core
operating profit margin

9.9%

10.7 %

Year-on-year performance improvements
Indicator for evaluation
Consolidated revenue
Consolidated core operating
profitProfit attributable to ownersof parent company

Results ofResults of FYE

FYE20202021

850,239 mil. yen

818,238 mil. yen

90,337 mil. yen

87,251 mil. yen

53,340 mil. yen

55,214 mil. yen

6) Details of non-monetary remuneration
There is no related matter.

7) Matters related to resolutions at General Meeting of Shareholders regarding remuneration,etc. for directors & auditors
This is as described in the above Notes 2. & 3. of 4) Total amount of remuneration, etc. for directors &auditors.”

8) Policy on determining contents of remuneration, etc. for individual directors
a. Method of determining policy on contents of remuneration, etc. for individual directors
The Board of Directors approved a policy on determining contents of remuneration, etc. for individual
directors at its meeting held on May 11, 2016. The Board also approved establishment of the Advisory
Committee on Appointments & Remuneration and revision to the Company’s internal regulations on
remuneration for directors at its meeting on June 21 that year. The Committee comprises two or more

- 35 -

independent outside directors and the Representative Director/President, with an outside director acting
as its chairman. The Committee has been discussing remuneration for directors continuously and, basedon the Committee’s recommendation, the internal regulations on remuneration for directors were revisedby the Board at its meeting on June 20, 2018.
b. Overview of determination policy
The amount of remuneration, etc. for directors and auditors is determined by a resolution adopted at
the General Meeting of Shareholders in the form of a cap on the total amount for all directors and anothercap on the total amount for all auditors.
The amount of remuneration for each director is determined on the basis of the policy described in “5)Matters related to performance-linked remunerations, etc.”
Outside directors are paid the fixed “Basic Monthly Remuneration” only. Remuneration for directors
is based in principle on an annual salary system, with the amount paid monthly equivalent to one-12th of
the annual salary.
The amount of remuneration for individual directors in the fiscal year under review is calculated
according to the internal regulations on remuneration for directors approved by the Board of Directors on
the basis of the above policy on determining contents of remuneration, etc. for individual directors.
Therefore, the Company believes the amount of remuneration is in line with that policy.

9) Matters on delegation of authority on fixing remuneration, etc. for individual directors
At its meeting on June 19, 2020, the Board of Directors passed a resolution delegating the decisionmaking authority to Representative Director Yujiro Ichihara regarding details of the amount of
remuneration for individual directors. The contents of the delegated authority are calculations anddecisions regarding the monthly amount of remuneration and performance-linked remuneration based on
the internal regulations on remuneration for directors. The reason for delegating these powers is that theRepresentative Director who is in a position to supervise the Company’s business execution is best suitedfor determining remuneration amounts based on the internal regulations.
The amount of remuneration for directors is to be unambiguously calculated from their rank andperformance based on the internal regulations, and it is possible to verify the results of calculations by
the Representative Director.

10) Matters related to outside officers
a. Status of significant concurrent jobs at other firms & relationship between Company & other firms

Director Akio Yamada is the Chairman of Fair Trade Institute. The Company and the Institutewhere he concurrently works have no special interests in each other.


Director Mitsuhiro Katsumaru is an attorney of counsel at Shiba International Law Offices
and a board member (outside director) at Shimano Inc. The Company and the two entities
where he concurrently works have no special interests in each other.

b. Main activities in fiscal year under review
Main activities of outside directors & outside auditors- 36 -

CategoryOutsidedirector

Name

Akio Yamada

Board meeting
attendance

11
appearances
at 11
meetings

11
appearances
at 11
meetings

Audit &
Supervisory
Board meeting
attendance

Main activities, remarks & overview of duties donein relation to role expected of outside director―

His rich experience at administrative organizations and expert
knowledge were expected to be used in the Company’s
management. While offering necessary advice and proposals ondesirable ways of governance and discussions on agenda items,
he played a leading role, as Chairman of the Advisory
Committee on Appointments & Remuneration, in discussing theselection of candidates for directors/auditors, planning a
successor to the President/CEO, mulling desirable remuneration
for directors, etc.

Outsidedirector

Mitsuhiro
Katsumaru

OutsideauditorAkihiroHashimoto

11
appearances
at 11
meetings

16
appearances
at 16
meetings

OutsideauditorMasahiroOsada

8appearances
at 8
meetings

12
appearances
at 12
meetings

OutsideauditorKazuyaKobayashi

8
appearances
at 8
meetings

12
appearances
at 12
meetings―

His rich experience and expert knowledge, mainly as publicprosecutor and attorney-at-law, were expected to be used in the
Company’s management. While offering necessary advice andproposals on desirable ways of governance and discussions on
agenda items, he expressed opinions, as a member of theAdvisory Committee on Appointments & Remuneration, in
discussing the selection of candidates for directors/auditors,planning a successor to the President/CEO, mulling desirable
remuneration for directors, etc.
He has provided the Board of Directors with advice to ensure
appropriateness of decision-making. As a full-time auditor, healso has held hearings with directors on the status of businessexecution, exchanged opinions with the Representative Director,
and visited subsidiaries on an audit mission.
He has provided the Board of Directors with advice to ensure
appropriateness of decision-making. As a full-time auditor, healso has held hearings with directors on the status of businessexecution, exchanged opinions with the Representative Director,
and visited subsidiaries on an audit mission.
He has provided the Board of Directors with advice to ensure
appropriateness of decision-making. As a full-time auditor, healso has held hearings with directors on the status of businessexecution, exchanged opinions with the Representative Director,
and visited subsidiaries on an audit mission.

(Note) The Board of Directors were held 11 meetings in the fiscal year under review.

- 37 -

(3) Status of accounting auditor
1) Name: Ernst & Young ShinNihon LLC.
2) Amount of remuneration, etc.
Amount paid
Remuneration, etc. for accounting auditor associatedwith audit for fiscal year under review
Total amount of money and other economic benefits to
be paid by Company and its subsidiaries to accounting
auditor

105 million yen
210 million yen(Note) 1. Of the Company’s significant subsidiaries, Matheson Tri-Gas, Inc. and Nippon Gases EuroHolding S.L.U., Leeden National Oxygen Ltd, NSC(Australia) Pty Ltd, Supagas Pty Ltd andTaiyo Nippon Sanso (China) Investment Co., Ltd. have received audits (limited to audits
pursuant to provisions in the Companies Act and the Financial Instruments & Exchange Act,
including foreign laws and regulations equivalent to these Japanese laws) by auditing firms
other than the Company’s accounting auditor (including those having qualifications
equivalent to relevant qualifications in foreign countries).
2. Under our audit contract between the Company and its accounting auditor, remuneration, etc.
for audits are not distinguished clearly between audits based on the Companies Act and those
based on the Financial Instruments & Exchange Act, and it is practically impossible todistinguish these in effect. Therefore, the amount of remuneration, etc. paid to the accounting
auditor in connection with the audits for the fiscal year under review is listed as a total sum of
payments for these audits.

3) Contents of non-auditing service
The Company has commissioned to the accounting auditor the work of confirmation related to thefeed-in tariff system for renewable energy and other duties outside the realm of services stipulated by
Article 2 (1) of the Certified Public Accountants Act.

4) Consent to remuneration amount, etc. for accounting auditor
The Audit & Supervisory Board confirmed audit plans in the past and the status of their execution
while discussing the appropriateness of audit hours and remuneration estimates in the fiscal year
under review. As a result, the Board offered its consent regarding remuneration, etc. for theaccounting auditor in line with Article 399 (1) of the Companies Act.

5) Policy on dismissal or refusal of reappointment of accounting auditor
The Audit & Supervisory Board shall dismiss the accounting auditor by the unanimous consent of
all company auditors if that auditor is deemed to be pursuant to any of the provisions in Article 340(1) of the Companies Act. In that event, an auditor selected by the Audit & Supervisory Board shallreport the dismissal of that accounting auditor and its reasons to the first General Meeting of
Shareholders convened after the dismissal.
If deemed necessary, including in case of significant difficulty in the continuation of the accounting
auditor’s duties, the Audit & Supervisory Board shall propose by its resolution “the dismissal or
refusal of reappointment of the accounting auditor” to the General Meeting of Shareholders.

(Note) Figures in the above tables are shown based on the following method.
1. In the amount of money shown in millions of yen, figures less than a million are omitted.
2. In the number of shares shown in thousands of shares, figures less than 1,000 are omitted.
3. Shareholding and investment ratios are rounded up at the third decimal point．

- 38 -