Principles of Corporate GovernanceIntroduction
Nippon Sanso Holdings Corporation has adopted these principles following a decision
taken at a meeting of the board of directors, with the objective of ensuring sustainablegrowth and improving the long-term corporate value of the company. A prompt
announcement will be made in the event of any change to these principles in the future.

Part 1 General Rules
Article 1 (Basic thinking on corporate governance)
From the perspective of ensuring sustainable growth of the Group and long-term
increase of corporate value, taking into account the positions of shareholders,customers, employees, and local communities, we believe that the essence ofcorporate governance involves ensuring transparency and fairness of decisionmaking, making effective use of the management resources available, andmaximizing the efficiency and strength of management through prompt anddecisive decision-making. We will work toward a full implementation of correct
corporate governance based on the basic approach below.
(1) We will respect shareholder rights and ensure equality.
(2) We will consider the benefits of shareholders and other stakeholders, and work
appropriately in partnership with those stakeholders.
(3) We will ensure transparency by releasing appropriate corporate information at
appropriate times.
(4) By separating supervisory and executive functions, we will improve
effectiveness of the board of directors’ supervisory function over thecompany’s business executions.
(5) We will engage in constructive dialogue with shareholders in order tocontribute to the sustainable growth of the group and the medium- to longterm improvement of corporate value.

1Part 2 Ensuring Shareholder Rights and Equality
Article 2 (Shareholders Meetings)
1. In order to give shareholders sufficient time to consider the agenda and to enable
shareholders to properly exercise their voting rights, the company will send by
mail a notice of the convocation of each regular general meeting of shareholders
approximately three weeks before the meeting is due to be held. We will also
post the notice on the company website before the notifications are sent.
2. We will work to put in place an environment in which all shareholders, including
those who do not attend the general meeting, are able to exercise their voting
rights appropriately, by use of a digital voting platform and other measures.
Article 3 (Ensuring shareholder equality)
The company will treat all shareholders equally according to their equity holdings
and will release information in a timely and appropriate manner so that there is nodisparity of information among shareholders.
Article 4 (Strategic holdings of stock and basic rules on exercising voting rights inrelation to strategic stock holdings)
1. The company will sometimes hold shares in other companies for purposes otherthan pure investment, such as in order to maintain or strengthen a business
relationship, or where it is considered necessary in order to facilitate thefinancial, general affairs, or accounting business of the group. (Henceforth,stock held for reasons other than pure investment will be referred to as “strategic
holdings.”)
2. At a meeting of the board of directors every year, a review will be carried outof each business partners in which the company has strategic holdings, inorder to assess the purpose of the strategic holdings, any changes in the value ofbusiness with that partner, that partner’s results, the likely future relationshipwith the business partner, and other elements. If a decision is reached that there
is insufficient reason to maintain any particular strategic holdings, considering
the capital cost of those holdings, those holdings will be sold.
3. In relation to strategically held stock, comprehensive consideration will be given
to any agenda proposals put forward by business partners, to ensure that they
are not likely to damage shareholder value. Particular prudence will be exercised2with regard to approving business partner agenda proposals in the following
cases.
(1) Where a remarkable deterioration in results has continued for a certain periodof time.
(2) In the case of a major scandal.
(3) In any other case of an agenda item where there is a risk of damage toshareholder value.
Article 5 (Related party transactions)
1. Permission of the board of directors must be obtained in advance before any
company director may take part in any transactions with the company on his or
her own behalf or on the behalf of a third party. Additionally, the director inquestion must report the important matters of the transaction to the board of
directors without delay after the transaction is complete. A director must informthe board of directors of any situation in which a possibility of a conflict ofinterests may arise between the director and the company owing to a close
relative (second-degree relative or closer) being involved in transactions withthe company.
2. In the case of any transaction with major shareholders (those holding 10% ormore of the voting rights in company stock), the company will decide on
reasonable contract conditions and prices after considering its other transactions
and market prices. Approval of the board of directors must be obtained for any
important transactions not included within the regular business that thecompany carries out with its major shareholders.

Part 3 Consideration of Stakeholder Benefits
Article 6 (Ethical standards)
1. The directors, auditors, executive officers, and employees of the company will
carry out their business activities in accordance with the company’s law-abiding
ethos and in adherence to the ethical standards laid down in the Group’s codeof conduct.
2. The company will establish contacts both inside and outside the company towhich any Group employee can anonymously report any illegal or unethical act
relating to the company’s business by email or written communication, and will3

ensure that all Group employees are made aware of these contacts. The contacts
to whom employees may submit such reports will be the Chief Compliance
Officer (CCO), the audit & supervisory board, and a law office. All information
regarding the person issuing the report will be treated in strict confidentiality
and no disadvantage will result to the person issuing the report with regard topromotion, transfer, or other human resource decisions.
3. The CCO will issue a report to the board of directors, generally once in eachsix-month period, regarding the content of any reports as described in theprevious article and the results of any subsequent investigation.

Part 4 Responsibilities of the Board of Directors, etc.
Section 1 Supervisory Responsibilities of the Board of Directors
Article 7 (Role of the board of directors)
1. The board of directors is entrusted by shareholders to carry out efficient andeffective corporate governance to maximize the long-term corporate value andthus increase the benefits to all shareholders, and through this is responsible for
ensuring the sustainable growth of the Group and maximizing long-term
corporate value.
2. The board of directors will take all necessary steps in order to fulfill the
responsibilities laid out in the previous clause, in accordance with laws andordinances, articles of incorporation, these principles, and the board regulations,
including the following.
(1) Supervising the overall business and its management.
(2) Establish and maintain a system of internal control.
(3) Choosing, appointing and dismissing the CEO and other management
personnel, evaluating them, and deciding their level of remuneration.
(4) Deciding business strategy and taking on important executive decisions.
3. The board of directors will make a decision on any executive action where adecision is required of the board of directors by laws and ordinances, articles ofincorporation, or regulations governing the board of directors. Decisions onother executive matters will be the responsibility of the President (CEO).
Executive matters requiring a decision of the board of directors include largevalue mergers and acquisitions, large-value investment in equipment and4facilities, and large-value loans. The standards defining those matters thatshould be put to the board of directors are laid down in the board regulations.
Article 8 (Chair of the board of directors)
The chair of the board of directors will work to improve the quality of
discussions at board meetings and work to allow board meetings to proceed
effectively and efficiently. In order to fulfill this responsibility, the chair of theboard of directors must ensure that sufficient time is allocated for all the itemson the agenda and that each director and auditor is able to obtain the necessary
information in a timely manner.
Article 9 (Composition of the board of directors)
1. The company’s board of directors shall consist of no fewer than three and no
more than fifteen members, of whom at least more than half shall be
independent outside directors to strengthen the supervision to the company’sbusiness and its management.
2. Outside director shall be deemed independent when he or she satisfies
conditions provided in the attachment 1.
3. In addition to possessing outstanding character, discernment, ability andexperience, a company director must have a high sense of ethics.
4. In selecting candidates to become internal directors (all directors other thanoutside directors), the company will give due consideration to appointing abalanced selection of people with a breadth of experience and expertise in eachof the group’s areas and regions of business, including manufacturing,development, sales, and management.
5. In selecting candidates for outside directors, the company will consider
individuals with experience and expertise in fields such as corporate
management, administration, science, legal professionals, and research anddevelopment, in the expectation that this will allow them to participate in frank,
lively, and constructive discussions at board meetings.
6. In selecting candidates for directors, the company will consider diversity,
including gender, international experience, work experience and age.
7. In selecting candidate for outside directors the board of directors will prepare“Skills Matrix” that tabulates knowledge, experience and skills required to thedirectors of the company based on the preceding four sub-articles and taking
into consideration business environment, business characteristics and5management strategies of the company. “Skill Matrix” will be disclosed in thereference documents for the convocation notice of the general meeting ofshareholders of the company.
Article 10 (Composition of the audit board)
1. The company’s auditors must be persons who possess a high ethical sense as
well as outstanding character, discernment, ability, and experience. At least
one of the company’s auditors must possess appropriate levels of expertise infinance and accounting.
2. Outside auditors shall be deemed independent when he or she satisfies
conditions provided in the attachment 1.
Article 11 (Establishment of a new Advisory Committee on Appointments andRemuneration)
The board of directors will establish an Advisory Committee on Appointments
and Remuneration to advise the board. The committee will consist of the
Chairman of the Board, the Chairman (if appointed), President (CEO), andindependent outside directors. The chairman of Advisory Committee on
Appointments and Remuneration will be elected by mutual vote fromindependent outside directors.
Article 12 (Period of appointment of independent outside directors and restrictions
on simultaneous appointments)
1. Outside directors and outside auditors for whom more than eight years havepassed since they first assumed their positions shall not be considered for aposition as independent outside director or independent outside auditor.
2. Independent outside directors and independent outside auditors of the company
must not concurrently serve as director or auditor at more than three other listedcompanies.
Article 13 (Selection of candidates for directors, President (CEO) and executive
officers)
1. In selecting candidates for directors, the board of directors will consult with
the Advisory Committee on Appointments and Remuneration. The advisorycommittee will submit a list of candidates to the board of directors. In
drawing up the list of candidates, the advisory committee will give due
6consideration to the composition of the board of directors and the qualities
required of directors as defined in Article 9, and the individual’s activities andexperience as director in the past in the case of reappointment.
2. In choosing, selecting and dismissing President (CEO) and executive officers,
the board of directors will consult with the Advisory Committee on
Appointments and Remuneration. The advisory committee will submit a listof candidates of President (CEO) and executive officers to the board of
directors. In drawing up the list of candidates, the advisory committee will
give due consideration to the qualities required of President (CEO) and
executive officers and to the previous experience and activities as President(CEO) and executive officer in the case of reappointment.
Article 14 (Selection of candidates for auditor)
In selecting candidates for auditors, the board of directors will consult with theAdvisory Committee on Appointments and Remuneration. The advisorycommittee, having obtained the agreement of the audit & supervisory board, willsubmit the list of candidates to the board of directors. The advisory committee
will draw up the list of candidates for auditors giving due consideration to thecomposition of the audit and supervisory board and the qualities required in
auditors as described in Article 10.
Article 15 (Succession plan for President (CEO))
1. The President (CEO) will take care to ensure that several potential candidates
to succeed as President (CEO) are able to develop the necessary knowledge,
experience, and abilities through their experiences and achievements as
executive officers or division managers or in other responsible positions.
2. The board of directors will carry out supervision to ascertain that due steps arebeing taken to allow the development of persons possessing the necessary
knowledge, experience, and abilities to be candidates to succeed as CEO.
3. When the President (CEO) retires or resigns from the position, the board of
directors will consult with the Advisory Committee on Appointments andRemuneration to select a candidate for successor. The advisory board willsubmit the name of the successor to the board of directors.
4. The Advisory Committee on Appointments and Remuneration willcontinuously deliberate the development plan of the next generation

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managements, and the standard and process to elect the candidate of President(CEO).
Article 16 (Duties of directors)
1. Company directors are responsible for acquiring the information they need tocarry out their professional duties and must be proactive in expressing theiropinions and engaging in discussions.
2. Company directors must exercise the abilities expected of them and devote
sufficient time to the company to carry out their duties as directors.
3. On assuming a position as director, company directors must have a fullunderstanding of all relevant laws and ordinances, the company’s articles ofincorporation, board regulations, and all other internal company rules, and havea proper understanding of the duties required of a director.
Article 17 (Education and training of directors and auditors)
1. In order to gain a proper understanding of the role and duties (including legal
responsibilities) of a director/auditor, all newly appointed directors and auditors(including independent outside directors, but excluding those with previous
professional experience as lawyers or in other positions requiring legal
knowledge) must participate within three months of their assuming theirposition in a training program conducted by either a company director
responsible for legal affairs and compliance or an outside lawyer.
2. Newly appointed outside directors and outside auditors shall receive a briefingfrom the President (CEO) or an executive officer or other employee designatedby him regarding the business strategy, financial situation, organization, andother important matters relating to the Group.
3. In order to fulfill their roles, company directors and auditors must work actively
to inform themselves and acquire the necessary training regarding the financial
situation, compliance, corporate governance, and other relevant matters of theGroup. To enable directors and auditors to achieve these objectives, thecompany will organize training or introduce and pay for training carried out by
third-party entities as necessary.
Article 18 (Setting the agenda for board meetings, etc.)
1. The Chairman, taking into consideration the proposals and opinions put forward
by other directors, will decide at a board meeting held at an appropriate time8the important matters regarding the company’s business strategy, risk
management, and internal control to be discussed at subsequent board meetings
during the following one year in accordance with board regulations.
2. To facilitate a sufficient discussion at board meetings, materials relating toitems on the agenda and items proposed for discussion must be distributed to
all directors including outside directors well in advance of the day of the board
meeting. (An exception may be made in the case of highly confidential matters.)
Article19 (Access to internal company information by independent outside
directors and auditors)
1. When they deem it necessary or appropriate, the company’s independent
outside directors and auditors may demand an explanation or report frominternal directors, executive officers, or employees, or may demand thesubmission of internal company materials.
2. Meetings will be held of the company’s auditors, the Chairman of the Board,
Chairman (if appointed), and President (CEO), to discuss matters concerning
the Group’s business, internal control, and corporate governance.
3. To allow independent outside directors and auditors to contribute actively to
discussions at board meetings, meetings will be held to allow for exchange of
information and shared awareness on matters relating to the Group’s business,internal control, and corporate governance.
Article 20 (Evaluation of the board of directors)
Directors will carry out a self-evaluation each year on the effectiveness of theboard of directors, to be submitted to the board of directors. The board will carryout an annual analysis and evaluation of the overall effectiveness of the board
based on these evaluations, and will make a summary of the results public in atimely and appropriate manner.
Article 21 (Directors’ compensation)
1. Directors’ compensation will be decided by the President (CEO) according to
the internal regulations decided at a meeting of the board of directors. Before
making any change to these internal regulations, the board of directors willconsult with the Advisory Committee on Appointments and Remuneration. The
advisory board will submit a proposed draft of changes to the board of directors.

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A summary of the internal regulations will be disclosed in a timely andappropriate manner.
2. Compensation for independent outside directors must reflect the timecommitment and responsibilities of each director related to the company’sbusiness, and must not include stock-related compensation or other elements
whose value may change according to the company’s performance.
Article 22 (Dialogue with shareholders)
The company will establish and publish separately a basic policy on establishinga framework and undertakings to encourage constructive dialogue withshareholders.

Board of Directors
Nippon Sanso Holdings Corporation
History of Revision
21 June 201620 June 2018
11 October 2018
1 October 2020
1 November 2021
26 April 2022

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(Attachment 1 to the Corporate Governance Principle)
Independence Standards for Outside Directors and Outside Audit &Supervisory Board Members
Nippon Sanso Holdings Corporation (the “Company”) shall deem that a candidate foroutside director or outside Audit & Supervisory Board member has independence fromthe Company if none of the following items apply to the candidate based on its
investigation conducted to the extent reasonable and possible.
1. A person engaged in business execution of the Company or its subsidiaries(collectively, the “Group”) (Note 1)
2. A person engaged in business execution of the Company’s parent company or its
fellow subsidiaries
3. A major shareholder of the Company (shareholder that directly or indirectly owns
10% or more of its total voting rights) or a person engaged in business execution ofsuch shareholder
4. A major business partner of the Group or a person engaged in business execution ofsuch business partner(1) A major supplier (Note 3) of the Company or its significant subsidiaries (Note 2)
or a person engaged in business execution of such supplier(2) A major client (Note 4) of the Company or its significant subsidiaries or a person
engaged in business execution of such client(3) A major financial institution from which the Group borrows funds or a person
engaged in business execution of such financial institution
5. A person engaged in business execution of an audit firm that serves as the Group’s
accounting auditor
6. A person engaged in business execution of a company in which a person engaged inbusiness execution of the Group serves as an outside director or outside audit &supervisory board member
7. A consultant, accountant, legal specialist, or other professional who has received anaverage of 10 million yen or more in money or other property on average over themost recent three fiscal years from the Group in addition to director compensation(Note 6)11

8. A person who has received donations of 10 million yen or more on average over themost recent three fiscal years from the Group, or if it is a corporation, association, orother organization, a board member or person engaged in business execution of suchorganization
9. A spouse or relative within the second degree of kinship of a person who applies tothe following (excluding those who are not important):(1) a person who falls under any of 1 through 8 above
Note that 1 and 2 above apply to candidates who fit each description within the previous
10 years, while 3 through 8 above apply to candidates who fit each description within theprevious three years.
Supplementary Provision: This document shall become effective on April 1, 2022, for
new appointments.
Notes:
1. “Person engaged in business execution” refers to a director, corporate officer, executive
officer, partner who executes the business, board member, or other equivalent person or
employee of a corporation, association, or other organization.
2. The Company’s “significant subsidiaries” are Taiyo Nippon Sanso Corporation, Matheson
Tri-Gas, Inc., Nippon Gases Euro-Holding S.L.U., and Thermos K.K.
3. “Major supplier” refers to a counterparty that has received payment equivalent to 2% ormore of its annual consolidated net sales in the most recent fiscal year from the Company
or its significant subsidiaries.
4. “Major client” refers to a counterparty to which the Company or its significant subsidiaries
has sold goods or services in an amount equivalent to 2% or more of the consolidated net
sales of the Company or its significant subsidiaries in the most recent fiscal year.
5. “Major financial institution” refers to a financial institution from which the Group isborrowing funds and the outstanding balance is 2% or more of the consolidated total assetsof the Company at the end of the most recent fiscal year.
6. If it is a corporation, association, or other organization that has received such property, thisitem also applies to a person who belongs to such organization.

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