[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 19th Ordinary General Meeting of Shareholders]Date and time: Tuesday, June 20, 2023, 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:Proposal 1:
Proposal 2:
Proposal 3:

Appropriation of surplus
Election of nine directors
Election of one audit & supervisory board member*To keep the shareholders who cannot attend the Meeting in person informed, video recording of part of the
Meeting will be made available on our corporate website (https://www.nipponsansohd.co.jp/ir/stock/meeting.html) afterward (Japanese language version only). We are planning to post the video
in late June, so interested shareholders are welcome to access the site.
A camera will be set up at the venue on the day of the meeting for the above-stated video recording. To respect
the privacy of shareholders in attendance, the recording will be basically limited to the images around thechairperson’s and officers’ seats. However, if an image of an attending shareholder is captured for unavoidable
reasons due to the venue, etc., the image will be processed to ensure that the individual cannot be identified.
Q&A session part will be cut off form the video. Thank you for your understanding.

“Smart Convocation”: you may browse extracted key contents of the Convocation Notice for Shareholders'Meetings by PC and/or smartphone.
https://p.sokai.jp/4091/[in Japanese only].

[This page is intentionally left blank]- 1 -[This page is intentionally left blank]- 2 -[This page is intentionally left blank]- 3 -[This page is intentionally left blank]- 4 -[This page is intentionally left blank]- 5 -[This page is intentionally left blank]- 6 -Securities Code: 4091
May 30, 2023

To Our Shareholders

1-3-26, Koyama, Shinagawa-ku, Tokyo, Japan
Nippon Sanso Holdings Corporation
Toshihiko Hamada, President, Representative Director and CEO

Notice of Convocation of
the 19th Ordinary General Meeting of Shareholders
Nippon Sanso Holdings Corporation (“we” or “Company”) will hold its 19th Ordinary General
Meeting of Shareholders (“Meeting”) as detailed below.
In convening the Meeting, the Company is providing the information contained in the reference
documentation, etc. for the general meeting of shareholders electronically (Electronically Provided
Information) which is posted as the Notice of Convocation of the 19th Ordinary General Meeting of
Shareholders on the following websites. Please access one of the websites to review the material.
Corporate Website
Corporate website: https://www.nipponsanso-hd.co.jp/
Website for reference documentation for the general meeting of shareholders
https://d.sokai.jp/4091/teiji/ [in Japanese only].
Tokyo Stock Exchange website (Tokyo Stock Exchange Listed Company Search Service)https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do?Show=Show(Access the above Tokyo Stock Exchange website and enter “Nippon Sanso Holdings” in the “Issue
name (company name)” field, or enter our securities Code “4091” in the "Code” field, to search for
the Company, and select “Basic Information” tab, then the “Documents for public inspection/PR
information” tab, and access the “Notice of General Shareholders Meeting/Informational Materials
for a General Shareholders Meeting” under the “Filed information available for public inspection” toreview the material.)
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 Monday, June 19, 2023.
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 11, 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.

- 7 -Meeting of Shareholders
1． Date and time: Tuesday, June 20, 2023, 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 ofaudits of the consolidated financial statements carried out by the accounting
auditor and the Audit & Supervisory Board for the FYE2023 March (April 1,
2022 to March 31, 2023)
2.
Report on the non-consolidated financial statements for the FYE March2023 (April 1, 2022, to March 31, 2023)
Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Election of nine directors
Proposal 3: Election of one audit & supervisory board memberooo

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 theregistration desk.
If electronically provided information is revised, the fact that it has been revised and the information
before and after the revision will be posted on each of the above-stated websites.

- 8 -Electronically Provided Information
In accordance with the amendment of the Companies Act, electronically provided information is to bereviewed by accessing the above websites in principle, and paper copies will be provided only toshareholders who request paper copies by the record date. However, we will send paper copies stating
the electronically provided information to all shareholders regardless of a request for this Meeting. We
will separately notify the shareholders regarding the reference documentation for the next general
meeting of shareholders onwards, as soon as the sending format, etc., is determined.
Among the electronically provided information, the following are to be omitted from the documents to
be delivered to shareholders who requested paper copies in accordance with the provisions ofapplicable Japanese law and Article 17 of our Articles of Incorporation. Therefore, they are not includedin this Notice of Convocation:
1. “System to Ensure the Appropriateness of Business Operations and Implementation Status of
Such Systems” and “Basic Policy on the Control over the Company” in the business report
2. “Consolidated statement of changes in equity” and “Notes to consolidated financial
statements” in consolidated financial statements
3. “Statement of changes in equity” and “Notes to non-consolidated financial statements” in nonconsolidated financial statements
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.
If you have any questions about the Electric Provision and request of paper copies, you may contact
the following number of our Shareholder Directory Administrator, Mizuho Trust & Banking Co., Ltd.,or , if any, securities company you have an account.
Number dedicated to the Electric Provision: 0120-524-324 (toll-free, 9:00 a.m. to 5:00 p.m. except
Saturday, Sunday and National Holiday) [in Japanese only]
FAQ for the Electric Provision: [in Japanese only]
https://contact.www.mizuho-tb.co.jp/category/show/72?site_domain=daikou- 9 -Instructions for Voting
You may exercise your voting rights using any of the following three methods.
･ Attendance at the Meeting*1
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: Tuesday, June 20, 2023, 10:00 a.m. (Registration desk open from 9:00 a.m.)･ By postal mail*2
Indicate 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: The ballot must be received no later than 5:40 p.m. on Monday, June 19, 2023.
･ 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: 5:40 p.m. on Monday, June 19, 2023.
More information on next page*1 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.
*2 If the approval or disapproval of each of the proposals is not indicated on the returned ballot form, company proposals
will be deemed to be approved, and shareholder proposals will be deemed to be disapproved.
Note for Institutional Investors
You may also exercise your voting rights by making use of the Electronic Voting Platform (run by Investor
Communications Japan).

- 10 -

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/ [in Japanese only].

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 Monday, June 19, 2023. You will need to complete the voting processby 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. (excluding the year-end and New Year holidays season) (JST)- 11 -

[This page is intentionally left blank]- 12 -

Memo- 13 -

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
20 yen per common share in the Company
Total dividend: 8,658,149,500 yen(3) Effective date of distribution of dividend from surplus
June 21, 2023
Including the interim dividend of 18 yen per share that was paid in December last year, the total annual
dividend will be 38 yen per share.
2． Other matters concerning the appropriation of surplus
None- 14 -

Proposal 2: Election of nine directors
The terms of office of nine directors (Toshihiko Hamada, Kenji Nagata, Thomas Scott Kallman,
Eduardo Gil Elejoste, Akio Yamada, Mitsuhiro Katsumaru, Miri Hara, Katsumi Nagasawa, andMasako Miyatake) will expire at the conclusion of this Meeting. Accordingly, the Company proposes
the election of nine directors (including five outside directors).
The candidates for directors are listed below.

No.

Name

Current position and responsibilities

New appointment/Reappointment

1．

Toshihiko Hamada

Chairman of the Board of Directors
President, and representative director, and CEO
Member of Advisory Committee on Appointments and Remuneration

Reappointment

2．

Kenji Nagata

Director

Reappointment

3．

Thomas Scott Kallman

Director

Reappointment

4．

Eduardo Gil Elejoste

Director

Reappointment

5．

Miri Hara

Director
Member of Advisory Committee on Appointments and Remuneration

Reappointment
outside director
independent

6．

Katsumi Nagasawa

Director
Member of Advisory Committee on Appointments and Remuneration

Reappointment
outside director
independent

7．

Masako Miyatake

Director
Member of Advisory Committee on Appointments and Remuneration

Reappointment
outside director
independent

8．

Hideo Nakajima–

New appointment
outside director
independent–

New appointment
outside director
independent

9．

Katsuhito Yamaji

Notes
The candidates for directors were selected by the Board of Directors following recommendations by the Advisory Committee on Appointments
and Remuneration*1, which consists of the Representative Director and President CEO and outside directors.
The Company has established Standards for the Independence of Outside Directors and the Audit & Supervisory Board members*2, detailed
on Page 27 These standards have been met by the five candidates nominated for outside director positions in this Proposal.
*1 See “Reference: Advisory Committee on Appointments and Remuneration” on page 27 below for the outline of the Advisory Committee
on Appointments and Remuneration.
*2 See “Reference: Standards for the Independence of Outside Directors and Audit & Supervisory Board members” on page 27 below.

- 15 -

<Skills Matrix of Candidates for Directors>
The Company believes that members of the Board of Directors shall be composed of diverse
individuals with the knowledge and experience required for corporate management in order for the
Board of Directors to function more effectively. Accordingly, the fields of particular importance to theGroup management are defined as Corporate Management, Financial Affairs & Accounting, Legal
Affairs & Risk Management, Sales & Marketing, Development & Technology, and Production &Procurement. The Company will strive to further enhance the effectiveness of the Board of Directors,
assigning personnel with such knowledge and experience in the right places at the right time.
Skills Matrix: areas of expertise and experience of candidates for Directors of the Board
No.

1．

2．

3．

4．

5．

Name

Financial Legal Affairs
Corporate
Affairs && RiskManagement Accounting Management

Sales &
Production
Development
Marketing& Procure& Technology
mentBusiness
Overseas
Experience at
Assignment
Independence
Other
Companies

Toshihiko Hamada
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Kenji Nagata

Thomas Scott Kallman

Eduardo Gil Elejoste

Miri Hara
●

6．

8．

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Masako Miyatake

Hideo Nakajima
●

9．

●

Katsumi Nagasawa
●

7．

●

Katsuhito Yamaji●●●* Detailed Definition of Skills
Corporate Management: Career background as president (CEO), corporate executive officer or executive officer of a publicly listedcompany; or president (CEO) of a local subsidiary of a global company
Business Experience at Other Companies: work experience at companies other than the Group companies or the parent group companies- 16 -

No.

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

Career summary, position and responsibilities in the Company

April 1981

Joined the Company

July 2002

Executive Vice President responsible for Specialty Gas Technology, Matheson Tri-Gas, Inc.

October 2005

Deputy general manager of Semiconductor Gas Section of Electronics Division

April 2006

General manager of Semiconductor Gas Section of Electronics Division

January 2010

Subordinate directly to General manager of Electronics Division and general manager of Business Strategy
Promotion Section

Reappointment
Number of Company shares
owned:
6,600
Years of service as a director:
3
Record of attendance at the Boardof Directors meetings:
11 appearances at 11 meetings

June 2014

Managing director, NISSAN TANAKA CORPORATION

June 2016

Senior Managing director, NISSAN TANAKA CORPORATION

June 2017

President and representative director, NISSAN TANAKA CORPORATION

June 2020

Executive vice president (aid to the president), Director of the Company

June 2021

President, Representative Director, and CEO, the Company (current)

Significant concurrent positions
None

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 ofpresident and representative director of NISSAN TANAKA CORPORATION from June 2017 to June
Re a so n s for2020. Having engaged in groupwide management as an assistant to the president after assuming the posts
nomination asof executive vice president and director in the Company in June 2020, he has served as the President,
candidate fordirector position Representative Director and CEO of the Company since June 2021.
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 enhancing Group management.

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

- 17 -

No.

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

Career summary, position and responsibilities in the Company

April 1981

Joined the Company

June 2009

President, National Oxygen Pte. Ltd. (now Leeden National Oxygen Ltd.)

June 2013

Executive officer, general manager of North Kanto Branch

April 2016

Executive officer, deputy general manager of Industrial Gases Division, general manager of Gases Business
Unit, general manager of Product Management Unit

June 2016

Senior executive officer, deputy general manager of Industrial Gases Division, general

April 2017

Senior executive officer, general manager of Industrial Gases Division

June 2018

Senior managing executive officer, director, general manager of Industrial Gases Division

October 2020

Director, the Company (current), Representative Director, President, TAIYO NIPPON

manager of Gases Business Unit, general manager of Product Management Unit

Reappointment
Number of Company shares
owned:
12,100Years of service as a director:
5

SANSO CORPORATION (current)

Significant concurrent positions
Representative Director, President, TAIYO NIPPON SANSO CORPORATION

Record of attendance at the Boardof Directors meetings:
11 appearances at 11 meetings

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 KitaKanto Regional Branch, he was appointed to serve as general manager of our Industrial Gases Division
Re a so n s fornomination as
candidate fordirector position

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 SANSOCORPORATION 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
expectation that his experience and insight will contribute significantly to Group management.

Special interests
Kenji Nagata has no special interests in the Company.

- 18 -

No.

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

Career summary, position and responsibilities in the Company

Reappointment
Number of Company shares
owned:
0

July 1981

Joined BOC Group, plc.

January 2000

Vice-President, General Manager responsible for Eastern Region, BOC Group, plc.

January 2005

Executive Vice President responsible for Industrial Gas Group, Matheson Tri-Gas, Inc.

January 2008

Senior Executive Vice President and COO, Matheson Tri-Gas, Inc.

June 2009

President and COO, Matheson Tri-Gas, Inc.

January 2013

President and CEO, Matheson Tri-Gas, Inc.

June 2017

Chairman, President, and CEO, Matheson Tri-Gas, Inc.

April 2019

Chairman and CEO, Matheson Tri-Gas, Inc. (current)

June 2019

Director of the Company (current)

Significant concurrent positions

Chairman and CEO, Matheson Tri-Gas, Inc.
Years of service as a director:
4
Record of attendance at the Boardof Directors meetings:
11 appearances at 11 meetings

Thomas Scott Kallman has worked for many years in the industrial gas industry in the United States, andRe a so n s fornomination as
candidate fordirector position

since 2013 has worked as CEO of Matheson Tri-Gas, Inc., a Company subsidiary engaged in theindustrial gas business in the United States. In view of his extensive background, we have nominated Mr.
Kallman for a position as director in the expectation that his experience and insight will contributesignificantly to Group management.

Special interests

Thomas Scott Kallman has no special interests in the Company.

- 19 -

No.

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

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.

Reappointment
Number of Company shares
owned:
0Years of service as a director:
4
Record of attendance at the Boardof Directors meetings:
11 appearances at 11 meetings

December 2016

President, Praxair Euroholding S.L.

December 2018

Chairman and President, TNSC Euro-Holding, S.L.U. (now Nippon Gases Euro-Holding S.L.U.)(current)

June 2019

Director of the Company (current)

Significant concurrent positions

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

Eduardo Gil Elejoste has worked for many years in the industrial gas business in Europe, and was
Re a so n s fornomination as
candidate fordirector position

responsible for the European business of Praxair, Inc., now acquired by the Company. He continues totake charge of the Group’s European business.
In view of his extensive background, we have nominated Mr. Elejoste for a position as director in the
expectation that 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.

- 20 -

❺ Miri Hara

No.

(Date of birth: December 20, 1961)

Career summary, position and responsibilities in the Company

June 1988

Director, Hara Jisho Co., Ltd. (current)

October 2017

Founded Tax Corporation Yokohama Benten Accounting, Inc., and assumed Representative Certified
Public Tax Accountant (current)

June 2020

Outside director, SECOM CO., LTD. (current)

June 2021

Outside director, the Company (current)

Significant concurrent positions

Reappointment

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

outside director
Miri Hara has served as a director of real estate management company over many years, and also has

independent
Number of Company shares
owned:
0Years of service as an outside
director:
2

Re a so n s fornomination as
candidate foroutside director
posi tion

wide-ranging experience of serving as Representative Certified Public Tax Accountant of Tax
Corporation, and an outside director at a publicly listed company. We have nominated Ms. Hara as a
candidate for outside director in the expectation that she will effectively apply her wide experience andprofessional expertise of corporate accounting as a Certified Public Tax Accountant to the managementof our Group, also from the viewpoint of promoting diversity and women's empowerment.

Record of attendance at the Board Special interests
Miri Hara has no special interests in the Company.
of Directors meetings:
11 appearances at 11 meetings
Reporting of independent director status

Miri Hara is a candidate for the position of outside director. Also, she satisfies the requirements for independent directors as set
forth by the Securities Listing Regulations of the Tokyo Stock Exchange, and we have notified the Tokyo Stock Exchange ofher selection as an independent director. If this Proposal is approved and adopted, we will notify the Tokyo Stock Exchange ofher continued 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, the Company and Miri
Hara have entered into a liability limitation agreement that limits said liability to the amount stipulated by law in accordance withthe provisions of Article 427, Paragraph 1 of the Companies Act. This agreement with Ms. Hara will be extended if she isreelected as a director.

- 21 -

❻ Katsumi Nagasawa

No.

(Date of birth: October 18, 1956)

Career summary, position and responsibilities in the Company

April 1980
April 2006
October 2008
October 2010
January 2011
April 2012
April 2014

Reappointment
outside director
independent
Number of Company shares
owned:
300
Years of service as an outside
director:
1
Record of attendance at the Boardof Directors meetings:
9 appearances at 9 meetings

April 2016
April 2017
April 2019
June 2020
June 2022

Joined Hitachi, Ltd.
General Manager of Nuclear Power Business Development & Management Division, Nuclear Systems
Division, Power Systems Group, Hitachi, Ltd.
Vice President of Hitachi Power Systems America, Ltd. (now Mitsubishi Power Americas, Inc.*)
General Manager of Global Business Division, Power Systems Company, Hitachi, Ltd.
General Manager of Global Business Division, Power Systems Company, Hitachi, Ltd., and CSO of HitachiGE Nuclear Energy, Ltd.
Corporate Officer for Hitachi, Ltd.; General Manager of Hitachi Works, Power Systems Company, Power
Systems Group, Hitachi, Ltd.
Vice President and Executive Officer, President & CEO of Power Systems Company, Power Systems
Group, Hitachi, Ltd.
Vice President and Executive Officer, CEO of Nuclear Business Unit, Hitachi, Ltd.
Senior Corporate Officer for Hitachi, Ltd., General Manager of Global Nuclear Business Division, Nuclear
Business Unit, Hitachi, Ltd.
Chairman of the Board, Hitachi-GE Nuclear Energy, Ltd.
Outside director, Sugino Machine Limited (current)
Outside director, the Company (current)

Significant concurrent positions

Outside director, Sugino Machine Limited

Re a so n s fornomination as
candidate foroutside director
posi tion

Katsumi Nagasawa had been engaged in the nuclear power business for many years at a general electricalappliance manufacturer, and subsequently served as a corporate executive officer of the company and as
the chairman of the board of directors of its group company, among other important positions. We havenominated Mr. Nagasawa as a candidate for outside director in the expectation that he will effectively
apply his wide experience and professional expertise in the field of technology, and a wealth ofexperience in corporate management in the manufacturing industry to the management of our Group.

Special interests

Katsumi Nagasawa has no special interests in the Company.
Reporting of independent director status

Katsumi Nagasawa is a candidate for the position of outside director. Also, he satisfies the requirements for independent directors
as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange, and we have notified the Tokyo Stock Exchangeof his selection as an independent director. If this Proposal is approved and adopted, we will notify the Tokyo Stock Exchangeof his continued 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, the Company andKatsumi Nagasawa have entered into a liability limitation agreement that limits said liability to the amount stipulated by law inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act. This agreement with Mr. Nagasawa will be
extended if he is reelected as a director.
※The nuclear power-related business of the former Hitachi Power Systems America, Ltd. was transferred to Hitachi America, Ltd.

- 22 -

❼ Masako Miyatake

No.

(Date of birth: August 19, 1958)

Career summary, position and responsibilities in the Company

April 1983
October 2002
October 2002
June 2004
November 2014
November 2014

Reappointment
outside director
independent
Number of Company shares
owned:
0Years of service as an outside
director:
1

April 2015
April 2018
December 2018
March 2019
April 2019
April 2021
June 2022

Joined The Chase Manhattan Bank N.A (now JPMorgan Chase Bank, N.A.)
Registered as an attorney(Deregistered in 2011 to study abroad and reregistered in 2014)
Joined Koga & Partners
Joined Asahi & Koma Law Offices (now Nishimura & Asahi)
Joined Nakano Law Office
Reconciliator, Dispute Reconciliation Center for Nuclear Damage Compensation regarding
Fukushima Nuclear Plant, Ministry of Education, Culture, Sports, Science and Technology(current)
Conciliation Commissioner, Tokyo Family Court (current)
Joined Blakemore & Mitsuki (current)
Deputy Secretary-General, Japan International Dispute Resolution Center (current)
Outside director, SUMIDA CORPORATION (current)
Visiting Professor, Keio University Law School
Professor, Keio University Law School (current)
Outside director, the Company (current)

Significant concurrent positions

Professor, Keio University Law School
Special Counsel, Blakemore & Mitsuki
Deputy Secretary-General, Japan International Dispute Resolution Center
Outside director, SUMIDA CORPORATION

Record of attendance at the Boardof Directors meetings:
9 appearances at 9 meetings

Re a so n s fornomination as
candidate foroutside director
posi tion

Having accumulated a wealth of experience as an international lawyer over many years, Masako
Miyatake has been practicing law in the fields of international transactions, finance, corporate
governance, and litigation, arbitration and conciliation. Furthermore, she serves as an outside director atanother 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 as an attorney
as well as her wide experience in international transactions and global point of view to the managementof our Group. Aside from her duties as an outside director, Dr. Miyatake has not been directly involvedin corporate management. However, we believe she is capable of effectively fulfilling the role of an
outside director at our Company, for the reasons given above.

Special interests

Masako Miyatake has no special interests in the Company.
Reporting of independent director status

Masako Miyatake is a candidate for the position of outside director. Also, she satisfies the requirements for independent
directors as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange, and we have notified the Tokyo
Stock Exchange of her selection as an independent director. If this Proposal is approved and adopted, we will notify the Tokyo
Stock Exchange of her continued 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, the Company and
Masako Miyatake have entered into a liability limitation agreement that limits said liability to the amount stipulated by law inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act. This agreement with Ms. Miyatake will
be extended if she is reelected as a director.

.

- 23 -

❽ Hideo NakajimaNo.

(Date of birth: July 23, 1955)

Career summary, position and responsibilities in the Company

April 1978

Joined the Ministry of Finance of Japan

July 2002

Director General of Budgeting and Personnel Management, Asian Development Bank(in Manila, Philippines)

July 2005

Commissioner, Japan Fair Trade Commission (in charge of international affairs)

January 2014

Secretary General, Japan Fair Trade Commission

September 2017 Special Advisor, White & Case LLP/White & Case Law Offices (Registered Association) (current)
Significant concurrent positions

Special Advisor, White & Case LLP/White & Case Law Offices (Registered Association)

New appointment
Hideo Nakajima has occupied important posts at the Ministry of Finance and the Japan Fair Tradeoutside director
independent
Number of Company shares
owned:
0

Re a so n s fornomination as
candidate foroutside director
posi tion

Commission. He is currently serving as a special advisor 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 ofexperience and professional expertise to the management of our Group. Mr. Nakajima 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

Hideo Nakajima has no special interests in the Company.
Reporting of independent director status

Hideo Nakajima is a candidate for the position of outside director. Also, he satisfies the requirements for independent directors
as set forth 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 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, if the election of Hideo
Nakajima is approved, the Company and Hideo Nakajima intend to enter 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.

- 24 -

❾ Katsuhito Yamaji

No.

(Date of birth: November 28, 1958)

Career summary, position and responsibilities in the Company

April 1982
April 2003
July 2009
March 2012
January 2014
March 2015
January 2017

New appointment

Joined Yamaha Motor Co., Ltd.
Director, Yamaha Motor da Amazonia Ltda.
Senior General Manager, Manufacturing and Engineering Section, Technology Center, Yamaha MotorCo., Ltd.
Executive Officer, Senior General Manager, EG Manufacturing Section, Manufacturing Center, Yamaha
Motor Co., Ltd.
Executive Officer, Chief General Manager, Manufacturing Center, Yamaha Motor Co., Ltd.
Senior Executive Officer, Chief General Manager, Manufacturing Center, Yamaha Motor Co., Ltd.
Senior Executive Officer, Chief General Manager, Manufacturing Center, concurrently in charge ofProcurement Center, Yamaha Motor Co., Ltd.
Senior Executive Officer and Director, Yamaha Motor Co., Ltd.
Managing Executive Officer and Director, Yamaha Motor Co., Ltd.
Advisor, Yamaha Motor Co., Ltd. (current)

outside director

March 2017
March 2019
March 2022

independent

Significant concurrent positions

Advisor, Yamaha Motor Co., Ltd.
Number of Company shares
owned:
0
Re a so n s fornomination as
candidate foroutside director
posi tion

Katsuhito Yamaji has worked for many years in the areas of technology development and production
and procurement at a transport equipment manufacturer, and engaged in management after assuming
the post of a director. We have nominated Mr. Yamaji as a candidate for outside director in the
expectation that he will effectively apply his professional expertise in overall technology and wide
experience including procurement, as well as experience in corporate management in the
manufacturing industry, to the management of our Group.

Special interests

Katsuhito Yamaji has no special interests in the Company.
Reporting of independent director status

Katsuhito Yamaji is a candidate for the position of outside director. Also, he satisfies the requirements for independent directors
as set forth 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 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, if the election of Katsuhito
Yamaji is approved, the Company and Katsuhito Yamaji intend to enter 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.

=============================================================================(Note) Matters common to all candidates for directors
The Company have entered into a directors and officers (D&O) liability insurance agreement with an insurance company 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, andcorporate 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 borneby 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 or elected, each candidate will be insured under the said insurance
agreement. Also, the Company intends to renew the said insurance agreement at the time of next renewal.

- 25 -

Proposal 3: Election of one Audit & Supervisory Board member
Audit & Supervisory Board member Junzo Tai will resign at the conclusion of the Meeting.
Accordingly, the Company proposes election of one Audit & Supervisory Board member. This
Proposal has the consent of the Audit & Supervisory Board. The candidate for Audit & Supervisory
Board member is as follows.
<Notes>
The candidate for Audit & Supervisory Board member was selected by the Board of Directors following
recommendation by the Advisory Committee on Appointments and Remuneration*, which consists of therepresentative director and president CEO, and outside directors.
* See “Reference: Advisory Committee on Appointments and Remuneration” on page 27 below for the outlineof the Advisory Committee on Appointments and Remuneration.

Satoshi Wataru(Date of birth: October 8, 1961)

Career summary and positions in the Company

April 1985
August 2008
July 2014
June 2015
June 2016
August 2016
April 2017

New appointment
Number of Company shares
owned:
13,600Joined the Company
General Manager of Finance Department, General Affairs Division
Deputy General Manager of Human Resources Department
Executive Officer, Deputy General Manager of Human Resources Department
Executive Officer, General Manager of Human Resources Department
Executive Officer, General Manager of Human Resources Department, CHO
Executive Officer, General Manager of Human Resources Department, Officer of Corporate Planning Office,
CHO
October 2020 Executive Officer, Officer of Group Human Resources and Corporate Secretariat Office, General Manager of
Human Resources Department, CHO, Nippon Sanso Holdings Corporation;
Member of the Board, Executive Officer, General Manager of Human Resources Department,, Taiyo Nippon
Sanso Corporation
April 2021
Executive Officer, Officer of Group Human Resources and Corporate Secretariat Office, General Manager of
Human Resources Department, CHO, Nippon Sanso Holdings Corporation;
Member of the Board, Senior Executive Officer, head of Corporate Unit, General Manager of Human Resources
Department, Taiyo Nippon Sanso Corporation (current)
June 2021
Senior Executive Officer, Officer of Group Human Resources and Corporate Secretariat Office, General
Manager of Human Resources Department, CHO of the Company (current)
Significant concurrent positions

Member of the Board, Senior Executive Officer, head of Corporate Unit, General Manager of Human Resources Department,
Taiyo Nippon Sanso Corporation (scheduled to retire as of June 19th, 2023)

Reasonsfornominationascandidate for Audit&
Supervisory
Board member

Satoshi Wataru has been engaged in wide range of business including finance, personnel, and corporate
planning at the Company, and has a wealth of business experience and management knowledge in ourGroup.
In view of his extensive background, we have nominated Mr. Wataru for a position as an Audit &Supervisory Board member in the expectation that his experience and insight will contribute significantly
to the audit system of our Group.

Special interests

Satoshi Wataru has no special interests in the Company=============================================================================(Note) Matters concerning the candidate for Audit & Supervisory Board member
The Company have entered into a directors and officers (D&O) liability insurance agreement with an insurance company 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, thesaid insurance agreement shall not cover damages arising from any conduct committed by the insured in violation of laws andregulations.) If the candidate is elected, the candidate will be insured under the said insurance agreement. Also, the Company
intends to renew the said insurance agreement at the time of next renewal.

- 26 -

Reference: Advisory Committee on Appointments and Remuneration

The Company has established an Advisory Committee on Appointments and Remuneration as a discretionary
advisory committee under the Board of Directors. The company president (CEO) and five independent outside
directors are the members of this committee. The committee is 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.

Reference: Standards for the Independence of Outside Directors
and Audit & Supervisory Board members

The Company considers a candidate for the position of Outside Director or Audit & Supervisory Board member
to be independent provided the candidate does not fit any of the descriptions listed below as a result of areasonable and feasible investigation by the Company.
1． A person who executes business for the Company and for a Company subsidiary (collectively the“Group”)*1.
2． A person who executes business for the Company’s parent company or one of the Company’s sistercompanies.
3． A major shareholder of the Company (who directly or indirectly holds 10% or more of the total voting
rights), or a person who executes business for such a shareholder.
4． A major business partner of the Group, or a person who executes business for such a partner:
A major supplier*3 of the Company or important subsidiary of the Company*2, or a person who executes
business for such a supplier
A major client*4 of the Company or important subsidiary of the Company, or a person who executes
business for such a client
A major financial institution*5 from which the Group raised funds, or a person who executes business forsuch a financial institution.
5． A person who executes business for an auditing firm which is the Group’s accounting auditor.
6． A person who executes business for a company in which an individual with an executive role in the Group
serves as an outside director or an outside audit & supervisory board member.
7． A consultant, accounting professional, legal professional or any other individual who receives on average
10 million yen or more in cash or other assets per year in the last three fiscal years from the Group in
addition to director’s remuneration*6.
8． A person, or board member or other persons executing business for a judicial person, partnership or otherorganizations, who receives on average 10 million yen or more per year as donation in the last three fiscal
years from the Group.
9． A spouse or relative within the second degree of kinship of a person who falls under any of the following(excluding non-important personnel):
A person as described in 1 through 8 above
However, those who are considered applicable shall fall under 1 or 2 above for the past ten years, and under 3
through 8 above for the past three years.
Supplementary provision: These Standards shall be effective for persons newly appointed from April 1, 2022
onwards.
*1 A person who executes business refers to a director, corporate executive officer, executive officer, managing member who executes
operations, board member and those equivalent thereto and employees of a judicial person, partnership, or other organizations.
*2 Important subsidiaries of the Company refer to TAIYO NIPPON SANSO CORPORATION, Matheson Tri-Gas, Inc., Nippon Gases
Euro-Holding S.L.U., and THERMOS K.K.
*3 A major supplier refers to a party who received payment of 2% or more of that supplier’s annual consolidated net sales in the most recent
fiscal year from the Company or its important subsidiaries.
*4 A major client refers to a party to whom the Company or its important subsidiaries sold goods or services of 2% or more of its
consolidated net sales in the most recent fiscal year.
*5 A major financial institution refers to a party whose outstanding loans to the Group exceed 2% of the Company’s consolidated total
assets at the end of the most recent fiscal year.
*6 If the recipient is a judicial person, partnership, or other organization, this includes persons belonging to that organization.
-end of page of - Reference Documentation For the General Meeting of Shareholders-- 27 -

(Attachment)

Business Report
From April 1, 2022
to March 31, 2023

1. Current Status of Corporate Group(1) Business conditions in fiscal year under review
1) Overview of Business Results for the Fiscal Year Under Review(General Overview)
In the current year under review (from April 1, 2022 to March 31, 2023), the NSHD Group has faceda challenging and unpredictable business environment as a result of geopolitical issues in Ukraine, tradetensions between the US and China, unprecedented global energy costs, global inflation, and JPY
depreciation. These items resulted in shipment volume of air separation gases (oxygen, nitrogen, argon),our main product, decreasing from the previous fiscal year. However, due to solid price management suchas pass through, and various productivity initiatives, the NSHD Group achieved the following results forthe fiscal year under review. Revenue on a consolidated basis increased 24.0% year-on-year to¥1,186,683 million, core operating income increased 19.9% to ¥123,124 million, operating income
increased 18.1% to ¥119,524 million, and net income attributable to owners of the parent increased 14.0%
to 73,080 million.
As for the impact of foreign exchange rates year-on-year, JPY depreciated against the USD from¥113.04 to ¥136.00 (+¥22.96, or +20.3%), against the EUR from ¥131.11 to ¥141.62 (+¥10.51, or +8.0%),
and against the AUD from ¥83.33 to ¥92.67 (+¥9.34, or +11.2%). As a result, overall revenue and core
operating income were favorably impacted by approximately ¥79.6 billion and ¥9.9 billion respectively.
Core operating income is calculated by excluding from operating income certain gains and losses
attributable to non-recurring factors such as losses arising from business withdrawal or downsizing.
(Overview of business performance by reportable segment)
A breakdown of business performance by reportable segment is as follows.
Effective from the fiscal year under review, the names of the reportable segments, which were previously"Gas Business in Japan," " Gas Business in the United States," " Gas Business in Europe," " Gas Businessin Asia & Oceania," and "Thermos Business," were changed to "Japan," " United States," "Europe," "Asia & Oceania," and "Thermos" in that order, without impacting segment information.
Segment income represents core operating income.

- 28 -

a. Japan
In the industrial gas-related business, revenue increased year-on-year mainly due to price revisions in
response to cost and inflation increases, despite a decrease in shipment volume on core product air
separation gases as well as on LP gas. In the electronics-related business, electronic material gases
revenue increased strongly. In equipment and installation, both industrial gas-related and electronicsrelated revenue increased.
In addition, segment income was suppressed due to the time lag between manufacturing anddistribution cost increases related to energy and general inflation, etc., and the time to recover the costs
from customers.
As a result, in the Japan segment, revenue increased 13.0% year-on-year to ¥420,452 million andsegment income increased 2.4% to ¥31,680 million.
b. United States
In the industrial gas-related business, shipment volume of air separation gases, a core product, wereflat with prior year. However, revenue increased year-on-year mainly due to price revisions in conjunction
with cost increases. Revenue from carbon dioxide gas was strong. In equipment and installation, industrial
gas-related revenue increased significantly in hardgoods for welding and cutting related products, whileelectronics-related revenue turned slightly negative.
As a result, in the United States segment, revenue increased 34.8% year-on-year to ¥303,090 million
and segment income increased 35.7% to ¥37,074 million. Revenue and segment income were favorably
impacted by the weak JPY.

- 29 -

c. Europe
Revenue increased from air separation gases, a core product, although shipment volumes declined due
to lower customer requirements. This is a result of price recovery efforts offsetting the significant surge
in both energy and inflation. In addition, productivity initiatives and cost reduction efforts contributed
to the performance of the business.
As a result, in the Europe segment, revenue increased 30.1% year-on-year to ¥272,888 million, andsegment income increased 32.7% to ¥34,904 million. Revenue and segment income were favorably
impacted by the weak JPY.
d. Asia & Oceania
In the industrial gas-related business, shipment volume in air separation gas, a core product, remained
firm, and sales revenue increased. In LP gas, of which a large portion of sales are in the Australia region,
revenue increased due to price increases linked to higher purchase costs and firm trends in shipped
volume. In electronic-related business, revenue increased from robust sales for both gases and equipment.
As a result, in the Asia & Oceania segment, revenue increased 29.5% year-on-year to ¥159,965 million
and segment income increased 20.5% to ¥15,465 million. Revenue and segment income were favorably
impacted by the weak JPY.

- 30 -

e. Thermos
In Japan, due to milder restrictions for outside activities from Spring 2022, both sales of portable mugs
and sports bottles as well as sales for the kitchenware products such as frying pans were strong,
contributing to considerable increase in revenue. Overseas, revenues are generally firm. Segment income
decreased because of both rising raw material prices due to inflation and production costs increasing due
to the weak JPY.
As a result, the Thermos segment revenue increased 12.4% year-on-year to ¥30,190 million, the segment
income decreased 6.5% to ¥6,021 million.
==========================================================================(Note) The core operating income of ¥1,231.24 million yen for the fiscal year is the total amount of core
operating income of each segment minus the adjustment amount of ¥2,021 million. The negative
adjustment of segment income is comprised of (¥743) million of intersegment eliminations andcompanywide expenses of (¥1,278) million that were not allocated to any particular reportablesegment. The companywide expenses are related principally to group management expenses that were
not allocated to a particular reportable segment.

- 31 -

(Reference) Industrial gas supply systems- 32 -

2) Plant & equipment investments
The Group makes capital investment primarily for the purpose of the acquisition of new facilities
including gas production facilities, upgrade of existing facilities, rationalization, and research anddevelopment.
The total amount of the Group’s plant and equipment investment in the fiscal year under review cameto 110,077 million yen. The breakdown by each segment is as follows.
Segment

Capital ExpenditureJapan

26,883 mil. yen

United States

43,727 mil. yen

Europe26,716 mil. yen

Asia & Oceania

11,407 mil. yen

Thermos

1,360 mil. yen(Note) In addition to the above, companywide (common) capital investment amounted to 65
million yen. And -81 million yen intersegment eliminations was done.

3) Fund procurements
Item

Balance at beginning

Balance at end ofof period

periodChangeBorrowings

685,904 mil. yen

676,354 mil. yen -9,550 mil. yen

Bonds and commercial papers

204,440 mil. yen

223,665 mil. yen+19,225 mil. yen

Total

890,344 mil. yen

900,020 mil. yen+9,675 mil. yen

4) Important organizational restructuring, etc.
None

- 33 -

(2) Assets & profits/losses in the past three fiscal years
Category
Revenue(millions of yen)FYE March 2020 FYE March 2021

FYE March 2022

(FY Under Review)FYE March 2023

850,239818,238

957,169

1,186,683

90,33787,251

102,710

123,124

93,921

88,846

101,183

119,524

53,34055,214

64,10373,080123.26127.59148.13168.85

1,751,732

1,836,294

1,977,026

2,158,950

440,693543,900

661,137

757,996

Core operating
income(millions of yen)
Operating income(millions of yen)
Net income
attributable toowners of the parent(millions of yen)
Basic earnings per
share (yen)Total assets(millions of yen)
Total equity(millions of yen)

(Note) The Group has applied the International Financial Reporting Standards (IFRS) from the fiscal year ended March 31,
2017.

- 34 -

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

Our parent company is Mitsubishi Chemical Group Corporation, which owns 218,996,000 shares or
50.59% of Nippon Sanso Holdings Corporation stock.
The Company concluded a master agreement with Mitsubishi Chemical Group Corporation, dated May
13, 2014. The agreement calls for Mitsubishi Chemical Group Corporation to respect the autonomy of theCompany and to provide us with comprehensive support and cooperation under the parent company’s“group management rules.”The Company paid Mitsubishi Chemical Group Corporation 1,185 million yen as outsourcing fees
during the fiscal year under review. The Company was given a necessary and sufficient explanation on
the basis of the calculation before the amount of the fees was determined. Additionally, the Board of
Directors has carefully considered the explanation and concluded that these outsourcing fees areappropriate in light of the nature of the services to be provided.

2) Status of significant subsidiaries
Segment

Subsidiary nameTaiyo Nippon Sanso
Corporation

Capitalmil. yen
1,500

NSHD’sOwnership
Percentage
(%)

100

Japan

Nippon Ekitan
Corporation*84.94

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

JFE Sanso Center
KK

mil. yen
90*60

Matheson Tri-Gas,
Inc.

US dollar
55.77

100

US dollar
1,246,000*100

US dollar
117,533*100

Manufacture & sales of liquefied
carbon dioxide, and dry iceEuro100,000,000

100

Ownership of shares in relatedcompanies in EuropeEuro
30,000,000

*100

Euro
1,012,180.16*100

United States WesternInternational Gas& Cylinders, Inc.

Europemil. yen
600

Main business lines

Continental
Carbonic Products,
Inc.
Nippon Gases
Euro-Holding
S.L.U.
Nippon Gases Italia
S.r.l.
Nippon Gases
Espana S.L.U.

- 35 -

Manufacture & sales of oxygen,nitrogen, argon
Manufacture & sales of oxygen,nitrogen, argon, specialty gases,
equipment, sales of cutting &welding equipment
Manufacture & purchase andwholesale distribution ofacetylene, propylene, cylindergas, etc.

Ownership of shares in relatedcompanies in Italy
Manufacture & sales of industrial
gases, medical-use gases, andrelated instruments in Spain

Segment

Subsidiary name
Nippon Sanso
Holdings Singapore
Pte. Ltd.

Asia &
Oceania

Singapore dollar
203,209,065

100

Main business lines
Ownership of shares in relatedcompanies in Singapore
Manufacture, purchase, and salesof welding related instrument,
safety goods, and high-pressuregas, and manufacture & sales ofoxygen, nitrogen, and argon

Leeden National
Oxygen Ltd.

Singapore dollar
53,483,649*98.50NSC (Australia) Pty
Ltd

Australian dollar
514,267,883

98.95

Ownership of shares in relatedcompanies in Australia

Supagas Pty Ltd

Australian dollar
3,600,000*100

Filling and sales of liquefied
petroleum gas and various
industrial gases, sales and rentalof related instruments

US dollar
87,195,449

100

Ownership of shares in relatedcompanies in China

US dollar
2,870,000*100

Sales of specialty gases*100

Manufacture & sales of nitrogen,sales of specialty gases andequipment

Korean won
10,572,500,000*100

Manufacture & sales of specialty
gases

mil. yen
300

100

Manufacture & sales ofhousewares

Taiyo Nippon Sanso(China) Investment
Co., Ltd.
Taiyo Nippon Sanso
Trading (Shanghai)Co., Ltd.
Nippon Sanso
Taiwan, Inc.
Matheson Gas
Products Korea Co.,Ltd.
Thermos

Capital

NSHD’sOwnership
Percentage(%)

Thermos K.K.

New Taiwan dollar
160,000,000(Note) Figure marked with an asterisk is the shares ratio which includes the investment from subsidiaries.

3) Status of specified wholly owned subsidiaries
None.

- 36 -

(4) Challenging issues to be addressed
In the business environment surrounding the Group, the inflationary trend continues due to factors
including rising energy prices and labor shortage. In response to the increase in electricity and delivery
costs arising from these factors, the Company is making a groupwide effort to enhance productivity
and actively implementing measures such as promoting price management.
Although there are signs of economic recovery with the conclusion of the COVID-19 pandemic, wewill continue to carefully monitor the geopolitical risks and supply chain disruptions and respond
appropriately. In addition, the Company expects that behavior patterns will change after the end of the
COVID-19 pandemic, the industry-wide efforts to decarbonize in response to climate change risks will
accelerate, and digitalization will progress further, among other things. Therefore, the Company must
capture new business opportunities and establish its governance structure from a medium- to long-term
perspective.
Under the recognition of the above environment, the Company is operating business under its new
medium-term management plan, "NS Vision 2026 —Enabling the Future," covering the four-year
period from the fiscal year ending March 31, 2023, to the fiscal year ending March 31, 2026. The NS
Vision 2026 is the first medium-term management plan after the Company transitioned to a holding
company structure in October 2020, in which we set the following five key strategies in conjunction
with newly established non-financial KPI targets in addition to existing financial KPI targets.
I.
Promote sustainability management: In the environmental field, we are participating in the
Global Compact Network Japan working activities under the UN Global Compact from this fiscal
year. We remain committed to reducing greenhouse gas emissions from our Group’s businessactivities and strive to provide a wider variety and higher quality of goods, products, and services
that contribute to the environment for our customers as well. Moreover, our endeavor includes
ensuring process safety, improving product and service quality, respecting human rights, andensuring diversity and inclusion of human resources to remain a company trusted by society. Also,
we will strive to enhance and gain support for compliance promotion activities.
II.
Explore new business toward carbon neutrality: We are committed to reducing greenhousegas emissions by our customers by providing goods, products, and services that contribute to theenvironment and solutions. This fiscal year, we promoted proprietary technology development,
including a hydrogen-oxygen burner for a glass-melting furnace and carbon dioxide recovery
equipment. In addition, we invested in building a strategic relationship with technological partners.
Furthermore, we launched a website dedicated to our initiatives in October 2022 to enhance external
communication further.
III. Expand the electronics business: We will review semiconductor gas production sites andenhance production capacity in response to the semiconductor supply chain management promptedby the heightened geopolitical risks. Moreover, we will promote initiatives to commercialize highpurity air separation units in response to the robust development of new large-scale semiconductor
plants.
IV. Pursue operational excellence: In response to the cost increase exceeding expectations during
this fiscal year, the Group made a collective effort to mitigate the impact by reducing costs withimproved productivity for each operation. In addition, we share best practices within the Group by
presenting initiatives by each operating company.
V.
Promote DX initiatives leading to new value creation: in addition to upgrading our businessmodel using digital data, we are promoting initiatives to improve customer satisfaction, productivity,and employee satisfaction at each operating company level. Furthermore, we are promoting theestablishment of a system that can respond to information security risks, including the rapidly
increasing phishing frauds.
- 37 -

Each industrial gas business in the four geographic hubs focusses on the above five key strategies
while addressing management issues specific to each region.
⚫

⚫

⚫

⚫

Japan: we will review our business portfolio to enhance profitability and work to strengthen
new products and services for the electronics industry. In addition, we will realize innovation
starting with using gas and aim to explore and expand new business areas.
United States: we will seek to upgrade production bases, expand the on-site business, andincrease the density and scale of the business by merging or acquiring local distributors. We
will also promote environment-related initiatives such as constructing large-scale hydrogenproduction plants using renewable fuel.
Europe: we will focus on resilient markets such as food and health care and aim to capture
environment-related business opportunities in the region. As part of these efforts, we invested
in a strategic partner for expansion on the biomethane market in Europe
Asia and Oceania: we will make efforts to acquire large-scale on-site projects, increase thecapacity of the ASUs, gain HyCO* projects, and expand new products, services, and businessareas. We will also strive to promote productivity enhancement activities to improve theproductivity of each operating company. From April 2023, we aim to enhance market-oriented
business operation with the four subsegment structure comprising Southeast Asia and India
business; electronics business in East Asia, industrial gas business in East Asia; and Oceania
business.

* Business of supplying on a large scale, via pipeline to oil refining and petrochemical industries,hydrogen (H2) and carbon monoxide (CO) separated from natural gas, etc., by steam methane
reforming (SMR) systems
In the Thermos business, the Group's sole B2C business, we will aim to boost demand with theactive launch of new products, flexible advertisement, and storefront promotions. We will expand
directly operated stores and e-commerce to diversify our sales channels.
As the Company espouses “Proactive. Innovative. Collaborative. Making life better through gas
technology.” as the Group philosophy, we aim to devote ourselves to creating social value throughinnovative gas solutions that increase industrial productivity and realize a comfortable future forpeople, society, and the earth. As a first step toward achieving this goal, we will go on to address theissues listed above.

(5) Contents of main business lines (as of March 31, 2023)
Segment

Main products & services
Oxygen, nitrogen, argon, carbon dioxide, helium, hydrogen, acetylene, gas-Japan

related equipment, specialty gases (electronic material gas, pure gas, etc.),

United Stateselectronics-related equipment & installation, semiconductor-producing

Europeequipment, cutting & welding equipment, welding materials, machinery &Asia & Oceania

plants, liquefied petroleum gas & related equipment, medical-use gases(oxygen, nitrous oxide, etc.), medical equipment, stable isotopes

Thermos BusinessHousewares- 38 -

(6) Main business offices, etc. (as of March 31, 2023)
1) Company
Head office

Shinagawa-ku, Tokyo

2) Subsidiaries
Company nameLocation of head office

Taiyo Nippon Sanso Corporation

Shinagawa-ku, Tokyo, Japan

Nippon Ekitan Corporation

Minato-ku, Tokyo, Japan

JFE Sanso Center KK

Fukuyama City, Hiroshima Pref., Japan

Matheson Tri-Gas, Inc.

Texas, U.S.A.

Western International Gas & Cylinders, Inc.

Texas, U.S.A.

Continental Carbonic Products, Inc.

Illinois, U.S.A.

Nippon Gases Euro-Holding S.L.U.

Madrid, Spain

Nippon Gases Italia S.r.l.

Milano, Italy

Nippon Gases Espana S.L.U.

Madrid, Spain

Nippon Sanso Holdings Singapore Pte. Ltd.

Singapore

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

Taiyo Nippon Sanso Trading (Shanghai) Co., Ltd.

Shanghai, China

Nippon Sanso Taiwan, Inc.

Hsinchu, Taiwan

Matheson Gas Products Korea Co., Ltd

Asan, South Korea

Thermos K.K.

Tsubame City, Niigata Pref., Japan- 39 -

(7) Employees (as of March 31, 2023)
Segment

No. of Employees

Year-on-Year Changes

Japan

6,324

-22

United States

4,548

+100

Europe

3,013

+101

Asia & Oceania

4,279

+33

Thermos

1,327

-33

Segments Total

19,491

+179

88

+2

19,579+181

Companywide (common)
Total(Note) The numbers are those of employees.

(8) Main sources of borrowings(as of March 31, 2023)

Source of Borrowings

Amount of Borrowings

Mizuho Bank, Ltd.

267,292 mil. yen

MUFG Bank, Ltd.

143,914 mil. yen

The Norinchukin Bank

141,074 mil. yen- 40 -

2. Status of Company(1) Status of shares (as of March 31, 2023)
1) No. of authorized shares
1,600,000,0002) No. of shares issued
433,092,837
3) No. of shareholders
18,3154) Major shareholders (top 10)
Status of investment in Company
Shareholder

Shares held

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

Mitsubishi Chemical Group Corporation

218,996

50.59

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

33,058

7.64

Client shareholding association of Taiyo Nippon Sanso

17,176

3.97

Custody Bank of Japan, Ltd. (trust account)

12,674

2.93

Meiji Yasuda Life Insurance Company

9,006

2.08

Mizuho Bank, Ltd.

4,332

1.00

JPMorgan Chase Bank 385632

4,041

0.93

The Bank of New York Mellon (International)

3,795

0.88

The Norinchukin Bank

3,500

0.81

Shareholding association of Nippon Sanso Holdings

3,099

0.72

Corporation

Limited 131800

Corporation(Note) 1. Our Company has 185,000 treasury shares.
2. The shareholding ratio excludes treasury shares.

- 41 -

(2) Status of Company officers
1) Status of directors & Audit & Supervisory Board (hereinafter, sometimes referred
to as “A&S Board”) members (as of March 31, 2023)
Name

Position

Duties in charge & main concurrent posts
Chairperson of the Board

Toshihiko Hamada

Representative Director
President

CEO
Member of Advisory Committee on Appointments and Remuneration
Director, The KAITEKI Institute, Inc.

Kenji Nagata
Thomas Scott
Kallman
Eduardo Gil
Elejoste
Akio Yamada
Mitsuhiro
Katsumaru

Director

Representative Director & President, Taiyo Nippon Sanso
Corporation

Director

Chairman and CEO, Matheson Tri-Gas, Inc.

Director

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

Director

Chairman of Advisory Committee on Appointments and Remuneration
Chairman, Fair Trade InstituteMember of Advisory Committee on Appointments and Remuneration

Director

Of Counsel, Shiba International Law Offices
Member of the Board (Outside director), Shimano Inc.
Member of Advisory Committee on Appointments and Remuneration

Miri Hara

Director

Representative Certified Public Tax Accountant, Tax Corporation
Yokohama Benten Accounting, Inc.
Member of the Board (Outside director), SECOM CO., LTD.

Katsumi Nagasawa

Director

Member of Advisory Committee on Appointments and Remuneration
Outside director, Sugino Machine Limited
Member of Advisory Committee on Appointments and Remuneration
Professor, Keio University Law School

Masako Miyatake

Director

Special Counsel, Blakemore & Mitsuki
Deputy Secretary-General, Japan International Dispute Resolution
CenterOutside director, Sumida Corporation

Junzo Tai
Akihiro Hashimoto
Masahiro Osada
Kazuya Kobayashi

A&S Board member(Full-time)
A&S Board member(Full-time)
A&S Board member(Full-time)
A&S Board member(Full-time)

A&S Board member (Part-time), Taiyo Nippon Sanso Corporation- 42 -

(Notes)

1. Representative Director and President Toshihiko Hamada is appointed CEO because he hasabundant knowledge and experience over management and because he is expected to be capable ofpromoting the growth of our Company Group.
2. The KAITEKI Institute, Inc. was dissolved as of April 1, 2023, in accordance with the absorp tiontype merger agreement executed on February 7, 2023, between Mitsubishi Chemical Group
Corporation and the KAITEKI Institute Inc., with the KAITEKI Institute, Inc., as the dissolved
company and the Mitsubishi Chemical Group Corporation as the surviving company. Consequently,
the position as a director of the KAITEKI Institute, Inc., for Toshihiko Hamada ceased to exist as ofthe date of dissolution.
3. Directors Akio Yamada, Mitsuhiro Katsumaru, Miri Hara, Katsumi Nagasawa, and Masako
Miyatake are outside directors.
4. A&S Board members, Akihiro Hashimoto, Masahiro Osada, and Kazuya Kobayashi are outside
A&S Board members.
5. A&S Board members Junzo Tai, Akihiro Hashimoto, Masahiro Osada, and Kazuya Kobayashi havesignificant financial and accounting knowledge as follows.
・ A&S Board member Junzo Tai has long-term professional experience at the Company’s
accounting department, and possesses a substantial level of financial and accounting knowledge.
・A&S Board member Akihiro Hashimoto has long-term professional experience at financial
institutions, and possesses a substantial level of financial and accounting knowledge.
・A&S Board member Masahiro Osada has long-term professional experience at the accounting
department of a chemical company, and possesses a substantial level of financial andaccounting knowledge.
・A&S Board member Kazuya Kobayashi has long-term professional experience at financial
institutions, and possesses a substantial level of financial and accounting knowledge.
6. The Company has designated Directors Akio Yamada, Mitsuhiro Katsumaru, Miri Hara, Katsumi
Nagasawa, and Masako Miyatake, and A&S Board members Akihiro Hashimoto and Kazuya
Kobayashi as independent officers based on the Tokyo Stock Exchange’s listing rules, and hasreported them to the exchange.

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 accordance with Article 425 (1) of the Companies Act.

3) Overview of contents of directors and officers (D&O) liability insurance agreement
The Company has entered into a directors and officers (D&O) liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In the event thatclaims for damages including third party litigations, derivative lawsuits, and corporate litigations are madeagainst the insured persons due to the acts in the course of their duties, the said insurance agreement shallcompensate for legal damages and litigation expenses to be borne by the insured.
The insured parties of the insurance policy are directors, A&S Board members, and executive officers,etc. of the Company, and 6 consolidated domestic subsidiaries, including Taiyo Nippon Sanso
Corporation and Nippon Ekitan Corporation. For some of those subsidiaries, the insured parties bear thepremium for derivative lawsuits endorsement. Meanwhile, the Company and the other subsidiaries
themselves bear that premium, and the insured parties do not need to pay it for them. Also, to ensure theappropriateness of execution of duties by the insured, damages arising from illegal receipt of private
benefit or convenience by the insured, and criminal acts or acts committed with the knowledge that they
violate laws and regulations, etc. by the insured, are not covered by the insurance policy.

4) Directors and A&S Board members who resigned or were discharged during thebusiness year

There were no directors and A&S Board members who resigned or were discharged during the fiscal year
under review.
- 43 -

5) Total amount of remunerations, etc. for directors & A&S Board members
Category of officers
Director(of which outside directors)
A&S Board members(of which outside A&S
Board members)
Total(of which outside officers)

Total
remunerations(millions of yen)
206
(54)
103
(75)

Total amount of remunerations by type(millions of yen)
No. of
Performance- Non-financial corresponding
BasiclinkedKPI-linked
officers
remuneration
remuneration remuneration
156
47
3
11
(54)
(―)
(―)
(5)
103
－
－
4
(75)
(―)
(―)
(3)

310
(129)

259
(129)

47
(―)

3
(―)

15
(8)

(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 was limited to 800 million yen per year (including
50 million or less for outside directors, excluding their employee portion) under a resolution
passed at the 11th Ordinary General Meeting of Shareholders held on June 23, 2015. (The numberof directors as of the end of the relevant Ordinary General Meeting of Shareholders was 11,
including two outside directors.)
Due to the increase in the number of outside directors, etc., a resolution was passed at the 18th
Ordinary General Meeting of Shareholders on June 17, 2022, to retain the limit of 800 million
yen as remuneration for directors, of which the portion for outside directors will be “up to 100
million yen on an annual basis” (excluding the salary under employee status). The number of
directors as of the end of the relevant Ordinary General Meeting of Shareholders was 9 (including
five outside directors).
3. The total amount of remunerations for A&S Board members is limited to 200 million yen peryear under a resolution passed at the 3rd Ordinary General Meeting of Shareholders held on June
28, 2007. (The number of A&S Board members as of the end of the relevant Ordinary General
Meeting of Shareholders was 4.)
4. The above total amount of remunerations includes remuneration, etc. paid to two directors who
retired during the fiscal year under review.

6) Matters related to performance-linked remunerations, etc.
a. Outline of performance-linked remunerations, etc.
The Board of Directors and the Audit and Supervisory Board consult with the Advisory Committee on
Appointment & Remuneration about the appropriateness of the remuneration system for the directors and A&S
Board members. The Advisory Committee on Appointment & Remuneration discusses the issue and submits
the result to the Board of Directors and the Audit and Supervisory Board.
Remunerations for directors consist of (i) fixed “Basic Monthly Remuneration,” which is a base salaryspecific to each rank; (ii) “Performance-linked Bonuses,” which vary according to business results; and (iii)“Non-financial KPI-linked Bonuses,” which are linked to the degree of achievement of “lost time injury
frequency rate” and “rate of receiving compliance training” of non-financial KPIs set in the medium-term
management plan. Remuneration for directors is based, in principle, on the annual salary system, with theamount paid monthly equivalent to one-12th of the annual salary. Revision of remuneration is reflected in thepayment made in July each year.
Of the remuneration, the amount of “(ii) Performance-linked Bonuses” is calculated corresponding to thedegree of achievement of each fiscal year’s budget based on medium-term management plan targets and yearon-year improvements in business results, which is reflected in the remuneration paid from July the following
business year (for example, the amount calculated based on the business results, etc., for FYE March 2021 isreflected in the directors’ remuneration paid from July in FYE March 2022).
The Board of Directors passed the resolution at its meeting held on June 17, 2022, to add (iii) “Non-financial
KPI-linked Bonuses” to the remuneration from July 2022 onward. It is calculated based on the degree ofachievement of certain non-financial KPI targets. Up to the previous fiscal year, remunerations for directors
consisted of the (i) “Basic Monthly Remuneration” and (ii) “Performance-linked Bonuses,” and the proportionof the two portions was approximately six to four. With the introduction of the (iii) “Non-financial KPI-linked
Bonuses,” the proportion of (i), (ii), and (iii) are approximately five to four to one, respectively.

- 44 -

However, for the fiscal year under review, the amount equivalent to about 10% of the total remunerationis set as the “Non-financial KPI-linked Bonuses,” and the calculation method corresponding to the degreeof achievement of certain targets will be applied from the remuneration to be paid in July of this fiscal
year (FYE March 2024).
Also, outside directors and directors who mainly serve as officers of subsidiaries receive the fixed“Basic Monthly Remuneration” only as remuneration for directors of the Company.
The Performance-linked Bonuses and Non-financial KPI-linked Bonuses are determined on the basisof the following formulas, respectively.
••

Performance-linked Bonuses (variable) = Rank-specific standard amount x “coefficient based on
evaluation related to Performance-linked Bonuses” *Non-financial KPI-linked Bonuses (variable) = Rank-specific standard amount x “coefficient
based on evaluation related to Non-financial KPI-linked Bonuses” (*)(To be reflected from the amount paid in July FYE March 2024)* The following figures are applied to the “coefficient based on evaluation related to Performancelinked Bonuses” and “coefficient based on evaluation related to Non-financial KPI-linked Bonuses,”
respectively, 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.
Coefficient based on evaluation related to Performance-linked Bonuses➢ Degree of achievements of each fiscal year’s budget based on medium-term management plantargets (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)
Coefficient based on evaluation related to Non-financial KPI-linked Bonuses (To be reflectedfrom the amount paid in July FYE March 2024)➢ The degree of achievement each fiscal year of (certain) non-financial KPIs set in themedium-term management plan (“year-on-year progress in lost time injury frequency
rate for the previous fiscal year” and “rate of receiving compliance training for theprevious fiscal year”)

b. Targets & results of indicators tied to Performance-linked Bonuses, etc. for directors (excluding
outside directors and directors who mainly serve as officers of subsidiaries) in FYE March 2023
(Note)
Degree of achievement in the budget of the fiscal year ended March 31, 2022
Weight for evaluationFYE March 2022
FYE March 2022
Indicator for evaluation
TargetResults
Consolidated revenue

25%

865,000 mil. yen

957,169 mil. yen

Consolidated core
operating profit margin

25%

11.1%

10.7%

- 45 -

Year-on-year performance improvements from fiscal year ended March 31, 2021
Weight for
FYE March 2021
FYE March 2022
Indicator for evaluation
evaluation
Results
Results
16.6%
Consolidated revenue
818,238 mil. yen
957,169 mil. yen
Consolidated core
operating profit
Net income attributableto owners of the parent

16.6%
16.6%

87,251 mil. yen

102,710 mil. yen

55,214 mil. yen

64,103 mil. yen(Note) As the medium-term management plan had not been formulated for the FYE March 2022,“Degree of achievement in the budget of the FYE March 2022 (Consolidated revenue andConsolidated core operating profit margin)” was used to calculate directors’ performancelinked remuneration (approved by the Board of Directors held on June 18, 2021), instead of“Degree of achievement in the budget based on medium-term management plan targets(Consolidated revenue and Consolidated core operating profit margin)” specified by theCompany’s internal regulations on remuneration for directors.

7) Details of non-monetary remuneration
None8) Matters related to resolutions at General Meeting of Shareholders regarding
remuneration, etc. for directors & A&S Board members

This is as described in the above (Notes) 2. and 3. of “5) Total amount of remunerations, etc. for
directors & A&S Board members.”9) 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
independent outside directors and the Representative Director, with an outside director acting as its
chairman. The Committee has been discussing remuneration for directors continuously and, based on theCommittee’s recommendation, the internal regulations on remuneration for directors have been revised
several times.
b. Overview of determination policy
The amount of remuneration, etc. for directors and A&S Board members 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 another cap on the total amount for all A&S Board members.
The amount of remuneration for each director is determined on the basis of the policy described in “6)Matters related to performance-linked remunerations, etc.”
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.

- 46 -

10) Matters on delegation of authority on fixing remuneration, etc. for individual
directors
At its meeting on June 17, 2022, the Board of Directors passed a resolution delegating the decisionmaking authority to Representative Director Toshihiko Hamada 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, performance-linked renumeration, and nonfinancial KPI-linked remuneration based on the internal regulations on remuneration for directors. The
reason for delegating these powers is that the Representative Director who is in a position to supervise
the Company’s business execution is best suited for determining remuneration amounts based on theinternal regulations.
The amount of remuneration for directors is to be unambiguously calculated from their rank andperformance, etc., based on the internal regulations, and it is possible to verify the results of calculations
by the Representative Director. The result of the calculation is reported to the Advisory Committee on
Appointments & Remuneration.

11) 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, anda board member (outside director) at Shimano Inc. The Company and the two entities where heconcurrently works have no special interests in each other.
•
Director Miri Hara is the Representative Certified Public Tax Accountant, Tax Corporation
Yokohama Benten Accounting, Inc., and an Outside director, SECOM CO., LTD. The Company
and the two entities where she concurrently works have no special interests in each other.
•
Director Katsumi Nagasawa is an outside director at Sugino Machine Limited. The Company
and the entity where he concurrently works have no special interests in each other.
•
Director Masako Miyatake is a professor at Keio University Law School, special counsel at
Blakemore & Mitsuki, Deputy Secretary-General at Japan International Dispute Resolution
Center, and an outside director at Sumida Corporation. The Company and the four entities where
she currently works have no special interests in each other.

- 47 -

b. Main activities in fiscal year under review
・Main activities of outside directors & outside A&S Board members

Category

Name

Board meeting
attendanceOutsidedirector

Akio Yamada

11 appearances
at 11 meetings

Outsidedirector

Outsidedirector

Outsidedirector

Mitsuhiro
Katsumaru

Miri Hara

KatsumiNagasawa

11 appearances
at 11 meetings

11 appearances
at 11 meetings

9 appearances
at 9 meetings

Audit &
Supervisory
Main activities, remarks & overview of duties done in relation to
Boardrole expected of outside director
meeting
attendanceHis rich experience at administrative organizations and expert
knowledge were expected to be effectively applied to the
management of our Group. While offering necessary advice andproposals on desirable ways of governance and discussions on
agenda items, he played a leading role, as Chairman of theAdvisory Committee on Appointments & Remuneration, in―
discussing the selection of candidates for directors/A&S Board
members, planning a successor to the President/CEO, mulling
desirable remuneration for directors, etc.

―

―

―

- 48 -

His rich experience and expert knowledge, mainly as publicprosecutor and attorney-at-law, were expected to be effectively
applied to the management of our Group. While offering
necessary advice and proposals on desirable ways ofgovernance and discussions on agenda items, he expressed
opinions, as a member of the Advisory Committee on
Appointments & Remuneration, in discussing the selection ofcandidates for directors/A&S Board members, planning a
successor to the President/CEO, mulling desirable remuneration
for directors, etc.

Her experience as director of real estate management company
for many years, expert knowledge as Certified Public Tax
Accountant, and perspective of the promotion of diversity, andwomen's empowerment, were expected to be effectively applied
to the management of our Group. While offering necessary
advice on the promotion of diversity in the Company, she
expressed opinions, as a member of the Advisory Committee on
Appointments & Remuneration, in discussing the selection ofcandidates for directors/A&S Board members, planning a
successor to the President/CEO, mulling desirable remuneration
for directors, etc.
His wide experience and professional expertise in the field oftechnology, and a wealth of experience in corporate managementin the manufacturing industry was expected to be effectively
applied to the management of our Group. While offering
necessary advice and proposals on desirable ways of governanceand discussions on agenda items, he expressed opinions, as amember of the Advisory Committee on Appointments &Remuneration, in discussing the selection of candidates for
directors/A&S Board members, planning a successor to the
President (CEO), mulling desirable remuneration for directors,
etc.

Category

Name

Board meeting
attendanceOutsidedirector

MasakoMiyatake

9 appearances
at 9 meetings

OutsideA&S Board
memberOutsideA&S Board
memberOutsideA&S Board
memberAkihiroHashimoto

Masahiro
Osada

KazuyaKobayashi

Audit &
Supervisory
Main activities, remarks & overview of duties done in relation to
Boardrole expected of outside director
meeting
attendance
Her wide experience and professional expertise as an attorney aswell as her experience in international transactions and global
point of view was expected to be effectively applied to the
management of our Group. While offering necessary advice andproposals on desirable ways of governance and discussions on―
agenda items, she expressed opinions, as a member of theAdvisory Committee on Appointments & Remuneration, in
discussing the selection of candidates for directors/A&S Board
members, planning a successor to the President (CEO), mulling
desirable remuneration for directors, etc.

11 appearances
at 11 meetings

14
appearances
at 14
meetings

He has provided the Board of Directors with advice to ensure
appropriateness of decision-making. Also, as a full-time A&S
Board member, he also has held hearings with directors on thestatus of business execution, exchanged opinions with the
Representative Director, and visited subsidiaries on an audit
mission.

11 appearances
at 11 meetings

14
appearances
at 14
meetings

He has provided the Board of Directors with advice to ensure
appropriateness of decision-making. Also, as a full-time A&S
Board member, he also has held hearings with directors on thestatus of business execution, exchanged opinions with the
Representative Director, and visited subsidiaries on an audit
mission.

11 appearances
at 11 meetings

14
appearances
at 14
meetings

He has provided the Board of Directors with advice to ensure
appropriateness of decision-making. Also, as a full-time A&S
Board member, he also has held hearings with directors on thestatus of business execution, 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.

- 49 -

(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

96 mil. yen

Total amount of money and other economic benefits to
be paid by the Company and its subsidiaries toaccounting auditor

206 mil. yen(Note) 1. Among the significant subsidiaries of the Company, the financial statements of Matheson
Tri-Gas, Inc., Western International Gas & Cylinders, Inc., Continental Carbonic Products,
Inc., Nippon Gases Euro-Holding S.L.U., Nippon Gases Italia S.r.l., Nippon Gases Espana
S.L.U., Nippon Sanso Holdings Singapore Pte. Ltd., Leeden National Oxygen Ltd., NSC(Australia) Pty Ltd, Supagas Pty Ltd, Taiyo Nippon Sanso (China) Investment Co., Ltd., Taiyo
Nippon Sanso Trading (Shanghai) Co., Ltd., Nippon Sanso Taiwan, Inc., and Matheson
Gas Products Korea Co., Ltd. are audited (limited to audits stipulated in the Companies
Act or the Financial Instruments and Exchange Act [including similar foreign laws]) by acertified public accountant or an auditing firm (including overseas auditors possessing
qualifications similar to the Accounting Auditor of the Company) other than the
Accounting Auditor of the Company.
２． Under our audit contract between the Company and its accounting auditor, remuneration,etc. for audits are not clearly distinguishable between audits based on the Companies Act
and those based on the Financial Instruments & Exchange Act, and it is practically
impossible to distinguish these in effect. Therefore, the amount of remuneration, etc. paid tothe 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 the accounting auditor for 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 underreview. As a result, the Board offered its consent regarding remuneration, etc. for the accounting 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 Board member 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, a Board member auditor selected by the Audit &Supervisory Board shall report 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 refusalof reappointment of the accounting auditor” to the General Meeting of Shareholders.
=======================================================================(Notes) 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 off at the third decimal point.

- 50 -

- 51 -

- 52 -

(Reference)

Condensed consolidated statements of Cash flows (unaudited)(Unit: ¥ bn.)

YoY

FYE2022

FYE2023

Full-term

Full-term

Difference%Change

Income before income taxes

91.6

105.5

+ 13.9Depreciation and amortization

92.4

105.7

+13.3

Changes in working capital

-20.6

-22.2

-1.6

Others

-14.6

-1.0

+13.6

148.7

187.9

+39.2

Capital expenditures

-74.4

-91.8

-17.4

Investments and loans

-2.0

-2.9

-0.9

Others (asset sales, etc.)

5.6

-3.3

-8.9

-70.8

-98.0

-27.2

+38.4%

77.9

89.8

+11.9

+15.4％

－77.9

－54.4

+23.5

－30.2％Cash flows from operating activities

Cash flows from investing activities

Free cash flow

Cash flows from financing activities(Note) This “(Reference)Condensed consolidated statements of Cash flows” is solely for the convenience ofshareholders and is outside scope of independent auditor’s nor Audit & Supervisory Board Member’s
audit.
(Note) Fractions of 100 million yen are rounded off- 53 -+ 15.2%+26.4%

(Note) Fractions of one million yen are rounded off- 54 -

(Note) Fractions of one million yen are rounded off- 55 -

Copy of Report of Accounting Auditor Regarding Consolidated Financial
Statements

Independent Auditors’ Audit Report
May 15, 2023
To: Board of Directors of Nippon Sanso Holdings Corporation

Ernst & Young ShinNihon LLC

Tokyo Office
Maruyama Takao
Designated Limited Liability Partner, Managing Partner
Certified Public Accountant
Kawawaki Tetsuya
Designated Limited Liability Partner, Managing Partner
Certified Public Accountant
Opinion
Under Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements (i.e.,
consolidated statement of financial position, consolidated statement of income, consolidated statement of changes inequity, important basic matters for the preparation of the consolidated financial statements, and other notes) of Nippon
Sanso Holdings Corporation for the fiscal year from April 1, 2022 to March 31, 2023.
In our opinion, the above-mentioned consolidated financial statements, in all material respects, appropriately present thefinancial position and results of the operations of the group consisting of Nippon Sanso Holdings Corporation and its
consolidated subsidiaries for the period covered by these statements, in compliance with the accounting standards that omit
some items whose disclosure is required by the designated International Financial Reporting Standards as stipulated by theprovision of the latter part of Article 120, Paragraph 1 of the Regulations on Corporate Accounting.

Basis for the Opinion
We conducted our audit by auditing standards generally accepted in Japan. Our responsibility under the auditing
standards is stated in “Auditor’s Responsibility for Auditing the Consolidated Financial Statements.” We are
independent of the Company and its consolidate subsidiaries under the provisions related to professional ethics in Japan,
and we fulfill other ethical responsibilities as auditors. We believe that we have obtained sufficient and appropriate audit
evidence that serves as a basis for presenting our opinion.

Other descriptions“Other descriptions” means the business report and its supplementary schedules. Management is responsible for preparing
and disclosing other descriptions. The Audit & Supervisory Board and its members are responsible for monitoring theperformance of duties by the Directors in their development and operation of the reporting process of the other descriptions.
Our firm’s audit opinion for the consolidated financial statements does not cover the other descriptions. We do not express
any opinion about the other descriptions.
In the audit of the consolidated financial statements, we have the responsibility to read over the other descriptions and,during that reading, to examine whether there are any material differences between the other descriptions and theconsolidated financial statements or our knowledge obtained during our audit, and to check to see whether there are any
signs of material errors in the other descriptions besides such material differences.
If, based on our work, we determine that there are material errors in the other descriptions, we are required to report thatfact. The other descriptions have no issues that should be reported by us.

- 56 -

Responsibility of Management, Audit & Supervisory Board Members, and the Audit & Supervisory Board for
the Consolidated Financial Statements
Management is responsible for preparing and appropriately presenting consolidated financial statements in compliance withthe accounting standards that omit some items whose disclosure is required by the designated International Financial ReportingStandards as stipulated by the provision of the latter part of Article 120, Paragraph 1 of the Regulations on Corporate
Accounting. The responsibility includes development and operation of internal controls that management determines arenecessary to prepare and appropriately present the consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for evaluating the appropriateness of doing so
on a going concern assumption, and for disclosing matters related to a going concern when such disclosure is obligatory incompliance with the accounting standards that omit some items whose disclosure is required by the designated International
Financial Reporting Standards as stipulated by the provision of the latter part of Article 120, Paragraph 1 of the Regulations on
Corporate Accounting.
The Audit & Supervisory Board and its members are responsible for monitoring the execution of duties by the Directors intheir development and operation of the financial reporting process.

Auditor’s Responsibility for Auditing the Consolidated Financial Statements

The auditor’s responsibility is to obtain reasonable assurance on if the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to express an opinion in the audit report on these consolidated
financial statements from an independent position based on the audit conducted by the auditor. Misstatement can occur due tofraud or error. Misstatement is deemed material when it is reasonably estimated to individually or cumulatively influence thedecision-making of the users of the consolidated financial statements.
In its auditing process, the auditor makes judgments as a professional specialist and conducts the following while maintaining
professional skepticism by auditing standards generally accepted in Japan:•Identify and assess the risks of material misstatement due to fraud or error. Design and perform audit procedure that deals
with the risks of material misstatement. The selection and application of the audit procedures depend on the auditor’s
judgement. Moreover, obtain sufficient and appropriate audit evidence to provide a basis for expressing the audit opinion.
•The purpose of auditing the consolidated financial statements is not to express an opinion on the effectiveness of theentity’s internal control. But in assessing risks, the auditor considers internal controls relevant to the audit in order to design
audit procedures that are appropriate for the circumstances.
•Evaluate the appropriateness of accounting policies and their application methods adopted by management, thereasonableness of accounting estimates made by management and the propriety of the relevant notes.
•Conclude whether or not it is appropriate for management to prepare the consolidated financial statements under the going
concern assumption. Also, conclude whether or not the audit evidence obtained informs some material uncertainties about
events or conditions that cast serious doubt on the going concern assumption. When uncertainties about the going concern
assumption is acknowledged, it is required to issue an alert about the notes to the consolidated financial statements in theaudit report. When the notes to the consolidated financial statements about material uncertainties are inappropriate, it isrequired to express an opinion with qualifications about these statements. The auditor’s conclusion is based on audit
evidence obtained up until the issue date of the audit report. Future events or conditions may cause the Company to stop
continuing as a going concern.
- Evaluate whether the presentation of the consolidated financial statements and the notes to them comply with theaccounting standards that omit some items whose disclosure is required by the designated International Financial ReportingStandards as stipulated by the provision of the latter part of Article 120, Paragraph 1 of the Regulations on Corporate
Accounting. Also evaluate the presentation, structure, and content of the consolidated financial statements including theirrelated notes, as well as whether the consolidated financial statements appropriately present the underlying transactions andaccounting events.
•Obtain sufficient and appropriate audit evidence about the financial information of the Company and its consolidated
subsidiaries in order to express an opinion on the consolidated financial statements. The auditor is responsible for
instructing, monitoring, and conducting the audit of the consolidated financial statements. The auditor is solely responsible
for the audit opinion.
The auditor reports to the Audit & Supervisory Board and its members on the scope and timing of the planned audits, material
audit findings identified during the audit including any material weakness in internal controls, and other matters required by theauditing standards.
The auditor reports to the Audit & Supervisory Board and its members on its compliance with the provisions in Japan for
professional ethics about independence, matters that are reasonably considered to influence the independence of the auditor,
and the description of any safeguard measures taken to eliminate or reduce impediments.

Conflicts of Interests

The Company and its consolidated subsidiaries have no interest relationship with our audit firm or its managing partners thatshould be stated under the Certified Public Accountants Act.

- 57 -

Copy of Report of Accounting Auditor Regarding Non-Consolidated Financial
Statements

Independent Auditors’ Audit Report
May 15, 2023
To: Board of Directors of Nippon Sanso Holdings Corporation

Ernst & Young ShinNihon LLC

Tokyo Office
Maruyama Takao
Designated Limited Liability Partner, Managing Partner
Certified Public Accountant
Kawawaki Tetsuya
Designated Limited Liability Partner, Managing Partner
Certified Public Accountant

Opinion

Under Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated
financial statements and their related documents (i.e., non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in equity, notes to the non-consolidated
financial statements, and supplementary schedules) of Nippon Sanso Holdings Corporation for the fiscal
year from April 1, 2022 to March 31, 2023.
In our opinion, the above-mentioned non-consolidated financial statements and their related documents, inall material respects, appropriately present the financial position and results of operations for the period
covered by these statements and documents by accounting principles generally accepted in Japan.

Basis for the Opinion

We conducted our audit by auditing standards generally accepted in Japan. Our responsibility under theauditing standards is stated in “Auditor’s Responsibility for Auditing the Non-consolidated Financial
Statements and Their Related Documents.” We are independent of the Company under the provisions related
to professional ethics in Japan, and we fulfill other ethical responsibilities as auditors. We believe that wehave obtained sufficient and appropriate audit evidence that serves as a basis for presenting our opinion.

Other descriptions“Other descriptions” means the business report and its supplementary schedules. Management is responsible
for preparing and disclosing other descriptions. The Audit & Supervisory Board and its members are
responsible for monitoring the performance of duties by the Directors in their development and operation of
the reporting process of the other descriptions.
Our firm’s audit opinion for the non-consolidated financial statements and their related documents does notcover the other descriptions. We do not express any opinion about the other descriptions.
In the audit of the non-consolidated financial statements and their related documents, we have the responsibility
to read over the other descriptions and, during that reading, to examine whether there are any material
differences between the other descriptions and the non-consolidated financial statements and their related
documents or our knowledge obtained during our audit, and to check to see whether there are any signs ofmaterial errors in the other descriptions besides such material differences.
If, based on our work, we determine that there are material errors in the other descriptions, we are required toreport that fact.
The other descriptions have no issues that should be reported by us.

- 58 -

Responsibility of Management, Audit & Supervisory Board Members, and the Audit & Supervisory
Board for the Non-consolidated Financial Statements and Their Related Documents
Management is responsible for preparing and appropriately presenting the non-consolidated financial statements and theirrelated documents by accounting principles generally accepted in Japan. The responsibility includes development andoperation of internal controls that management determines are necessary to prepare and appropriately present the nonconsolidated financial statements and their related documents that are free from material misstatement, whether due to fraud
or error.
In preparing the non-consolidated financial statements and their related documents, management is responsible for
evaluating the appropriateness of doing so on a going concern assumption, and for disclosing matters related to a going
concern when disclosure is obligatory by accounting principles generally accepted in Japan.
The Audit & Supervisory Board and its members are responsible for monitoring the execution of duties by the Directors intheir development and operation of the financial reporting process.

Auditor’s Responsibility for Auditing the Non-consolidated Financial Statements and Their Related
Documents
The auditor’s responsibility is to obtain reasonable assurance on if the non-consolidated financial statements and their related
documents as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion in theaudit report on these statements and documents from an independent position based on the audit conducted by the auditor.
Misstatement can occur due to fraud or error. Misstatement is deemed material when it is reasonably estimated toindividually or cumulatively influence the decision-making of the users of the non-consolidated financial statements andtheir related documents.
In its auditing process, the auditor makes judgments as a professional specialist and conducts the following while
maintaining professional skepticism by auditing standards generally accepted in Japan:• Identify and assess the risks of material misstatement due to fraud or error. Design and perform audit procedure that
deals with the risks of material misstatement. The selection and application of the audit procedures depend on theauditor’s judgement. Moreover, obtain sufficient and appropriate audit evidence to provide a basis for expressing theaudit opinion.
• The purpose of auditing the non-consolidated financial statements and their related documents is not to express an
opinion on the effectiveness of the entity’s internal control. But in assessing risks, the auditor considers internal
controls relevant to the audit in order to design audit procedures that are appropriate for the circumstances.
• Evaluate the appropriateness of accounting policies and their application methods adopted by management, thereasonableness of accounting estimates made by management and the propriety of the relevant notes.
• Conclude whether or not it is appropriate for management to prepare the non-consolidated financial statements andtheir related documents under the going concern assumption. Also, conclude whether or not the audit evidence
obtained informs some material uncertainties about events or conditions that cast serious doubt on the going concern
assumption. When uncertainties about the going concern assumption is acknowledged, it is required to issue an alert
about the notes to the non-consolidated financial statements and their related documents in the audit report. When thenotes to the non-consolidated financial statements and their related documents about material uncertainties areinappropriate, it is required to express an opinion with qualifications about these statements and documents. The
auditor’s conclusion is based on audit evidence obtained up until the issue date of the audit report. Future events orconditions may cause the Company to stop continuing as a going concern.
• Evaluate whether the presentation of the non-consolidated financial statements and their related documents and thenotes to them are prepared by principles generally accepted in Japan. Also, evaluate the presentation, structure, andcontent of these statements and documents including their notes, as well as whether these statements and documents
appropriately present the underlying transactions and accounting events.
The auditor reports to the Audit & Supervisory Board and its members on the scope and timing of the planned audits,material audit findings identified during the audit including any material weakness in internal controls, and other mattersrequired by the auditing standards.
The auditor reports to the Audit & Supervisory Board and its members on its compliance with the provisions in Japan for
professional ethics about independence, matters that are reasonably considered to influence the independence of the auditor,
and the description of any safeguard measures taken to eliminate or reduce impediments.

Conflicts of Interests
No interest relationship exists between the Company and our audit firm or its managing partners that should be stated under
the Certified Public Accountants Act.

- 59 -

Copy of the Audit & Supervisory Board Audit Report

Audit Report
In regard to the Directors' performance of their duties for the business year from April 1, 2022, to March 31,
2023, the Audit & Supervisory Board has prepared this Audit Report after deliberations based on the audit
reports prepared by each Audit & Supervisory Board member and reports as follows.
1. Method and Contents of Audits by the Audit & Supervisory Board and Its Members(1) The Audit & Supervisory Board determined the audit policies and division of duties, etc. and received
reports from each Audit & Supervisory Board member regarding the implementation status and results of
their audits, in addition to which it received reports from the Directors, etc. and the accounting auditor
regarding the status of the performance of their duties and requested explanations as necessary.
(2) In compliance with the audit standards established by the Audit & Supervisory Board and in accordancewith the audit policies and division of duties, etc., each Audit & Supervisory Board member communicatedwith the Directors, the internal audit department, and other employees, etc., endeavored to gather
information and develop the audit environment, and conducted audits using the following methods.
(i)
The Audit & Supervisory Board members attended meetings of the Board of Directors and otherimportant meetings either online or in person, received reports from the Directors and employees,
etc. regarding the status of the performance of their duties, requested explanations as necessary,
reviewed important decision-making documents, etc., and inspected the status of operations andassets. Additionally, in regard to subsidiaries, the Audit & Supervisory Board members
communicated and exchanged information with the Directors and Audit & Supervisory Board
members, etc. of subsidiaries either online or in person and received reports on business fromsubsidiaries as necessary.
(ii)
In regard to the content of resolutions of the Board of Directors regarding the development ofsystems to ensure that the Directors' performance of their duties complies with laws, regulations,and the Articles of Incorporation and other systems provided for in Article 100, paragraph (1)andparagraph (3) of Regulations for Enforcement of the Companies Act as systems necessary toensure the appropriateness of operations of the corporate group composed of a stock company
and its subsidiaries, as well as the systems developed pursuant to those resolutions (i.e., internal
control systems) stated in the Business Report, the Audit & Supervisory Board members
periodically received reports from the Directors and employees, etc. regarding the status of theestablishment and operation of those systems and requested further explanations as necessary andexpressed opinions in regard thereto.
The Audit & Supervisory Board members also received reports from the Directors, etc. and Ernst &Young ShinNihon LLC on their evaluation of internal controls for financial reporting and on thestatus of auditing such internal controls and requested further explanations as necessary.
(iii)
In regard to the basic policies provided for in Article 118, item (iii)(a) of Regulations for
Enforcement of the Companies Act, the efforts provided for in item (iii)(b) of that article, thematters given due consideration provided for in item (v)(a) of that article, and the judgment andreasons provided for in item (v)(b) of that article, each as stated in the Business Report, the Audit& Supervisory Board members considered the contents thereof taking into account matters suchas the status of deliberations at meetings of the Board of Directors and by any other method.
(iv)
The Audit & Supervisory Board members monitored and checked whether the accounting auditor
maintained an independent position and conducted appropriate audits, received reports from theaccounting auditor on the status of the performance of its duties, and requested further
explanations as necessary. Additionally, the Audit & Supervisory Board members received
notification from the accounting auditor that, in accordance with the “Quality Control Standards
for Audits” (Business Accounting Council, October 28, 2005), etc., it had developed systems inorder to ensure that its duties are appropriately performed (as listed in each item of Article 131 of
the Ordinance on Accounting of Companies) and requested further explanations as necessary.
Using the methods above, the Audit & Supervisory Board examined the Business Report, thesupplementary schedules thereto, the accounting documents (i.e., the balance sheet, statement of income,statement of changes in net assets, and explanatory notes to accounting documents), the supplementaryschedules to the accounting documents, and the consolidated accounting documents (i.e., the consolidated
statement of financial position, consolidated statement of income, consolidated statement of changes inequity, and explanatory notes to consolidated accounting documents) for the business year.
- 60 -

2. Audit Results(1) Results of audit of business report, etc.
(i) We acknowledge that the Business Report and the supplementary schedules thereto accurately
present the status of the Company in accordance with laws, regulations, and the Articles ofIncorporation.
(ii) We do not acknowledge any misconduct nor any material fact constituting a violation of any
law, regulation, or the Articles of Incorporation in relation to the Directors' performance of theirduties.
(iii) We acknowledge the content of the resolutions of the Board of Directors regarding internal
control systems to be reasonable. Additionally, we do not acknowledge any matters that should
be commented upon in regard to the statements in the Business Report or the Directors'
performance of their duties relating to the internal control systems, including the internal
controls for financial reporting.
(iv) We do not acknowledge any matters that should be commented upon in regard to the basic
policy regarding persons who control the determination of financial and business policies of theCompany stated in the Business Report. We acknowledge that the efforts provided for in Article
118, item (iii)(b) of Regulations for Enforcement of the Companies Act and stated in theBusiness Report are in compliance with that basic policy and do not harm the common interestsof the shareholders of the Company, and that their purpose is not to maintain the positions of
the Directors of the Company.
(v) In regard to transactions with the parent company stated in the Business Report, we do not
acknowledge any matters that should be commented upon, in regard to the matters given due
consideration so that the interests of the Company are not harmed when engaging in suchtransactions, the judgment of the Board of Directors regarding whether or not such transactions
harm the interests of the Company, and the reasons for that judgment.
(2) Results of audit of accounting documents and supplementary schedules thereto
We acknowledge the methods and results of the audit by the accounting auditor, Ernst & Young
ShinNihon LLC, to be reasonable.
(3) Results of audit of consolidated accounting documents
We acknowledge the methods and results of the audit by the accounting auditor, Ernst & Young
ShinNihon LLC, to be reasonable.
May 16, 2023
The Audit & Supervisory Board of Nippon Sanso Holdings Corporation
Audit and Supervisory Board Member (Full-time)

Junzo Tai

Audit and Supervisory Board Member (Full-time)

Akihiro Hashimoto

Audit and Supervisory Board Member (Full-time)Masahiro Osada

Audit and Supervisory Board Member (Full-time)

Kazuya Kobayashi(Note) Audit & Supervisory Board Members Akihiro Hashimoto, Masahiro Osada, and Kazuya
Kobayashi are Outside Company Auditors specified by Article 2, Item (xvi) and Article 335, Paragraph(3) of the Companies Act.

- 61 -

Memo- 62 -

Map to the Venue of the 19th Ordinary General Meeting of Shareholders
Venue:
Grand Prince Hotel Takanawa, in Prince Room on basement floor B1
3-13-1 Takanawa, Minato-ku, Tokyo
Telephone: (03) 3447-1111
Nearest stations:Shinagawa Station (Takanawa Exit) of JR Line and Keihin Kyuko Line (9-minutewalk)
Takanawadai Station (A1 Exit) of Toei Asakusa Line (7-minute walk)- 28 -