[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 18th Ordinary General Meeting of Shareholders]Date and time: Friday, June 17, 2022, 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:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of nine directors
Proposal 4:
Revision of the maximum remuneration for outside directors* We would like to ask for your consideration including not coming to the Meeting this year irrespective of yourhealth condition by taking into account the novel coronavirus infection status. You may exercise your voting
rights by postal mail or via the Internet, etc. instead of at the Meeting, so we would like to ask you to consider touse one of the former two means.
We will ask for your understanding and cooperation for our infection prevention measures taken in the Meetingvenue. We will post a notice on the following website if we ask your cooperation for the novel coronavirus
infection expansion prevention operations in the Meeting on the Meeting day.
* We will not provide souvenirs to shareholders attending the Meeting. Thank you for your understanding.

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6

Securities Code: 4091
May 27, 2022

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 18th Ordinary General Meeting of Shareholders
Nippon Sanso Holdings Corporation (“we” or “Company”) will hold its 18th Ordinary General
Meeting of Shareholders (“Meeting”) as detailed below.
If you are unable to attend the Meeting, you may exercise your voting rights using any of the methods
described below. Please review the enclosed documentation and exercise your voting rights no later
than 5:40 p.m. on Thursday, June 16, 2022.
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 10, then access our designatedshareholder voting website (https://soukai.mizuho-tb.co.jp [in Japanese only]) and vote on the tendered
proposals by the deadline given above.

Internet Disclosure
Among the documentation we are required to provide for this Meeting, in accordance with theprovisions of applicable Japanese law and Article 17 of our Articles of Incorporation, the following
are available on our corporate website and thus have not been included with this Notice:(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
Corporate website: https://www.nipponsanso-hd.co.jp/en/
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 the accounting audit report and the audit report.
7

Meeting of Shareholders
1. Date and time Friday, June 17, 2022, 10:00 a.m.
(Registration desk open from 9:00 a.m.)
2. Venue
Grand Prince Hotel Takanawa, in Prince Room on basement floor B1
3-13-1 Takanawa, Minato-ku, Tokyo
3. Agenda
Matters to Be Reported
1. Business report, consolidated financial statements, and the findings of audits ofthe consolidated financial statements carried out by the accounting auditor andthe Audit & Supervisory Board for the FYE2022 March (April 1, 2021 to March
31, 2022)
2. Report on the non-consolidated financial statements for the FYE March 2022
(April 1, 2021 to March 31, 2022)
Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendments to the Articles of Incorporation
Proposal 3: Election of nine directors
Proposal 4: Revision of the maximum remuneration for outside directors○ If you plan to exercise your voting rights by proxy, you may authorize another shareholder with voting rights
to attend the Meeting on your behalf. Your proxy will need to present written proof of his or her power to act
as your proxy.
○ If you plan to attend the Meeting, please bring the enclosed ballot form with you and present it at the registrationdesk.
○ We will not provide souvenirs to shareholders attending the Meeting. Thank you for your understanding.
○ Any revisions to the reference documentation, business report, or non-consolidated or consolidated financial
statements will be posted on our corporate website.
Corporate website: https://www.nipponsanso-hd.co.jp/

8Instructions for Voting

You may exercise your voting rights using any of the following three methods.
･ Attendance at the Meeting
Present the enclosed ballot form at the registration desk when you arrive for the Meeting. (You do not need toaffix your seal or signature.)
Date and time: Friday, June 17, 2022, 10:00 a.m. (Registration desk open from 9:00 a.m.)･ By postal mailIndicate your approval or disapproval of each of the proposals on the enclosed ballot form and return it by postal
mail (No mailing stamp required within Japan).
Deadline: Ballot must be received no later than 5:40 p.m. on Thursday, June 16, 2022.
･ Via the Internet, Etc.
Access our designated shareholder voting website (https://soukai.mizuho-tb.co.jp/ [in Japanese only]) and follow
the on-screen instructions to enter your vote.
Deadline: Voting must be completed no later than 5:40 p.m. on Thursday, June 16, 2022.
More information on next page* If you plan to attend the Meeting in person, there is no need to submit a ballot by postal mail or via the Internet,
etc.
Note for Institutional Investors
You may also exercise your voting rights by making use of the Electronic Voting Platform (run by Investor
Communications Japan).

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

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

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

Matters to Be Noted(1) The deadline for voting is 5:40 p.m. on Thursday, June 16, 2022. You will need to complete the voting
process by that time. We encourage you to vote early.
(2) In the event votes submitted via the Internet (including via “Smart Vote”) are duplicated by the submissionof a written ballot, the votes submitted via the Internet will prevail. If votes are submitted multiple times
via the Internet, the final vote will prevail.
(3) Passwords (including new passwords selected by shareholders after initial login) will be valid for thisMeeting only. New passwords will be issued for the next General Meeting of Shareholders.
(4) Shareholders will bear any costs incurred for voting via the Internet.
In case you need instructions for how to operate your personal computer/smartphone/mobile phone in order toexercise your voting rights via the Internet, please contact:
Securities Agent Dept. of Mizuho Trust & Banking Co., Ltd. Internet Help Dial 0120-768-524(9:00 a.m. to 9:00 p.m. (excluding the year-end and New Year holidays season) (JST)
10

Memo

11

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
18 yen per common share in the Company
Total dividend: 7,792,357,860 yen(3) Effective date of distribution of dividend from surplus
June 20, 2022
Including the interim dividend of 16 yen per share that was paid in December last year, the total annual
dividend will be 34 yen per share.
2. Other matters concerning the appropriation of surplus
None

12

Proposal 2: Partial amendments to the Articles of Incorporation
1. Reason for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 17, Paragraph 1 sets forth that information contained in the reference
documentation for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials forthe general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of the amendments
The details of the changes are as follows.
Current Articles of Incorporation
Articles 1 through 16 (Omitted)(Amended parts are underlined)
Proposed amendment
Articles 1 through 16 (Unchanged)

Article 17 (Internet Disclosure and Deemed(Deleted)
Provision of Reference Documentation for the
General Meeting of Shareholders, Etc.)
The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documentation for
the general meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

13Current Articles of Incorporation(Newly established)

Proposed amendment
Article 17 (Measures for Electronic Provision,
Etc.)
The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documentation for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

Articles 18 through 44 (Omitted)

Articles 18 through 44 (Unchanged)(Newly established)(Supplementary provisions)
1. The deletion of Article 17 (Internet
Disclosure and Deemed Provision ofReference Documentation for the General
Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and the newly
establishment of the proposed Article 17(Measures for Electronic Provision, Etc.) shallcome into effect on September 1, 2022, thedate of enforcement of the amended
provisions stipulated in the proviso of Article
1 of the supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 17 (Internet
Disclosure and Deemed Provision ofReference Documentation for the General
Meeting of Shareholders, Etc.) of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

14

Proposal 3: Election of nine directors
The terms of office of nine directors (Toshihiko Hamada, Yujiro Ichihara, Kenji Nagata, Thomas Scott
Kallman, Eduardo Gil Elejoste, Akio Yamada, Mitsuhiro Katsumaru, Miri Hara and Hidefumi Date)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

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

Akio Yamada

Director
Chairman of Advisory Committee on Appointments and Remuneration

Reappointment
outside director
independent

6

Mitsuhiro Katsumaru

Director
Member of Advisory Committee on Appointments and Remuneration

Reappointment
outside director
independent

7

Miri Hara

Director
Member of Advisory Committee on Appointments and Remuneration

Reappointment
outside director
independent

8

Katsumi Nagasawa–

New appointment
outside director
independent–

New appointment
outside director
independent

9

Masako Miyatake

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 president, chairman of the Board of Directors 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 26 below for the outline of the Advisory Committee
on Appointments and Remuneration.
*2 Having previously stipulated the requirements for Independent Outside Directors in Article 9 (Composition of the Board of Directors),
Paragraph 2 of the Principles of Corporate Governance, the Company added independent outside Audit & Supervisory Board
members to the scope and articulated the independence standard for them.

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”, “and Development & Technology”. 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

6

7

Name

Business
Financial Legal Affairs
Developmen
Corporate
Sales &
Overseas Experience at
Affairs && Riskt&
IndependenceManagement
Marketing
Assignment
Other
Accounting Management
Technology
Companies

Toshihiko Hamada
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Kenji Nagata

Thomas Scott Kallman

Eduardo Gil Elejoste

Akio Yamada

Mitsuhiro Katsumaru

Miri Hara●

8

Katsumi Nagasawa●

9●

Masako Miyatake●* 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.

1

Toshihiko Hamada(Date of birth: September 28, 1956) Reappointment
Gender: Male･ Number of Company shares owned: 6,000･ Years of service as a director: 2･ Record of attendance at the Board of Directors meetings: 14 appearances at 14 meetings
Career summary, position and responsibilities in the Company
April 1981
July 2002
October 2005
April 2006
January 2010
June 2014
June 2016
June 2017
June 2020
June 2021

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

Significant concurrent positions
Director of the Board, The KAITEKI Institute, Inc.

Reasons for nomination as candidate for director position
After experiencing a wide range of sales activities for semiconductor gas in Japan and overseas, and serving as
the general manager of the Semiconductor Gas Section, Toshihiko Hamada assumed the position of president
and representative director of NISSAN TANAKA CORPORATION from June 2017 to June 2020. Having
engaged in groupwide management as an assistant to the president after assuming the posts of executive vicepresident and director in the Company in June 2020, he has served as the President, 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.

2

Kenji Nagata(Date of birth: February 28, 1959) Reappointment
Gender: Male･ Number of Company shares owned: 11,500･ Years of service as a director: 4･ Record of attendance at the Board of Directors meetings: 14 appearances at 14 meetings
Career summary, position and responsibilities in the Company
April 1981
June 2013
April 2016
June 2016
April 2017
June 2018
October 2020

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

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

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

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

18

No.

3

Thomas Scott Kallman(Date of birth: October 17, 1954) Reappointment
Gender: Male･ Number of Company shares owned: 0･ Years of service as a director: 3･ Record of attendance at the Board of Directors meetings: 13 appearances at 14 meetings･ Career summary, position and responsibilities in the Company
July 1981
January 2000
January 2005
January 2008
June 2009
January 2013
June 2017
April 2019
June 2019

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

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

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

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

19

No.

4

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

Reappointment･ Number of Company shares owned: 0･ Years of service as a director: 3･ Record of attendance at the Board of Directors meetings: 13 appearances at 14 meetings
Career summary, position and responsibilities in the Company
April 1981
Joined Argon S.A.
January 1992
September 1996
January 2000
October 2004
January 2006
April 2008
December 2016
December 2018
June 2019

Director Marketing responsible for Spain and Portugal, Argon S.A.
Director Business Development responsible for Europe, Praxair España S.L.
Director Marketing responsible for Europe, Praxair Euroholding S.L.
CEO, Germany, Praxair Euroholding S.L.
CEO, Germany and Benelux, Praxair Euroholding S.L.
CEO, Praxair España S.L.
CEO, Praxair Portugal S.A.
President, Praxair Euroholding S.L.
Chairman and President, TNSC Euro-Holding, S.L.U.(now Nippon Gases EuroHolding S.L.U.) (current)
Director of the Company (current)

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

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

No.

5

Akio Yamada (Date of birth: September 25, 1943)

Reappointment, outside director, independent
Gender: Male･ Number of Company shares owned: 2,300･ Years of service as an outside director: 7･ Record of attendance at the Board of Directors meetings: 14 appearances at 14 meetings
Career summary, position and responsibilities in the Company
April 1967
June 2000
December 2003
April 2009
June 2010
March 2014
June 2014
June 2015
March 2018

Joined General Secretariat of Japan Fair Trade Commission
Secretary general, Japan Fair Trade Commission
Commissioner, Japan Fair Trade Commission
Senior advisor to Jones Day
Outside Audit & Supervisory Board member, Daiichi Sankyo Co., Ltd.
Outside Audit & Supervisory Board member, Yokohama Rubber Co., Ltd.
Outside director, Watahan & Co., Ltd.
Outside director, the Company (current)
Chairman, Fair Trade Institute (current)

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

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

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

Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act, theCompany and Akio Yamada have entered into a liability limitation agreement that limits said liability to theamount stipulated by law in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act.
This agreement with Mr. Yamada will be extended if he is reelected as a director.
21

No.

6

Mitsuhiro Katsumaru(Date of birth: October 10, 1951)
Reappointment, outside director, independent
Gender: Male･ Number of Company shares owned: 1,500･ Years of service as an outside director: 7･ Record of attendance at the Board of Directors meetings: 14 appearances at 14 meetings
Career summary, position and responsibilities in the Company
April 1978
July 1989
April 2005
December 2010
June 2012
July 2014
October 2014
June 2015
March 2017

Appointed as a public prosecutor assigned to Tokyo District Public Prosecutors OfficeFirst secretary of Embassy of Japan in Germany
Assistant vice-minister, Ministry of Justice (responsible for general policy integration)
Superintending prosecutor, Takamatsu High Public Prosecutors Office
Superintending prosecutor, Hiroshima High Public Prosecutors Office
Retired from superintending prosecutor position
Registered as an attorney
Outside director, the Company (current)
Outside director, Shimano Inc. (current)

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

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

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

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

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

22

No.

7

Miri Hara (Date of birth: December 20, 1961)

Reappointment, outside director, independent
Gender: Female･ Number of Company shares owned: 0･ Years of service as an outside director: 1･ Record of attendance at the Board of Directors meetings: 10 appearances at 10 meetings

Career summary, position and responsibilities in the Company
June 1988
October 2017
June 2020
June 2021

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

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

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

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

Reporting of independent director status
Miri Hara is a candidate for the position of outside director. Also, she satisfies the requirements for independent
directors as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange. We have notified theTokyo Stock Exchange of her selection as an independent director.

Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act, theCompany and Miri Hara have entered into a liability limitation agreement that limits said liability to the amountstipulated by law in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act. Thisagreement with Ms. Hara will be extended if she is reelected as a director.
23

No.

8

Katsumi Nagasawa(Date of birth: October 18, 1956)

New appointment, outside director, independent
Gender: Male･ Number of Company shares owned: 0･ Career summary, position and responsibilities in the Company
April 1980
April 2006
October 2008
October 2010
January 2011
April 2012
April 2014
April 2016
April 2017
April 2019
June 2020

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 Hitachi-GE Nuclear Energy, Ltd.
Corporate Officer for Hitachi, Ltd.; General Manager of Hitachi Works, Power Systems
Company, Power Systems Group, Hitachi, Ltd.
Managing Corporate Executive Officer, President & CEO of Power Systems Company,
Power Systems Group, Hitachi, Ltd.
Managing Corporate 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)

Significant concurrent positions
Outside director, Sugino Machine Limited

Reasons for nomination as candidate for outside director position
Katsumi Nagasawa had been engaged in the nuclear power business for many years at a general electricalappliance manufacturer, and subsequently served as an corporate executive officer of the company and as thechairman of the board of directors of its group company, among other important positions. We have nominated
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 of experience 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 forindependent 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 theelection of Katsumi Nagasawa is approved, the Company and Katsumi Nagasawa intend to enter into a liability
limitation agreement that limits said liability to the amount stipulated by law in accordance with the provisionsof Article 427, Paragraph 1 of the Companies Act.
* The nuclear power-related business of the former Hitachi Power Systems America, Ltd. was transferred to Hitachi America, Ltd.

24

No.

9

Masako Miyatake(Date of birth: August 19, 1958)

New appointment, outside director, independent
Gender: Female･ Number of Company shares owned: 0･ Career summary, position and responsibilities in the Company
April 1983
October 2002
October 2002
June 2004
November 2014
November 2014

April 2015
April 2018
December 2018
March 2019
April 2019
April 2021

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 andTechnology (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)

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

Reasons for nomination as candidate for outside director position
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 at another 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 internationaltransactions and global point of view to the management of our Group. Aside from her duties as an outside
director, Dr. Miyatake has not been directly involved in corporate management. However, we believe she iscapable 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 forindependent 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 her 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 theelection of Masako Miyatake is approved, the Company and Masako Miyatake intend to enter into a liability
limitation agreement that limits said liability to the amount stipulated by law in accordance with the provisionsof Article 427, Paragraph 1 of the Companies Act.
25

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

Reference: 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), chairman of the Board, andthree independent outside directors are the members of this committee. The committee is chaired by anindependent 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.

26

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 ofa reasonable 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:(1) A major supplier*3 of the Company or important subsidiary of the Company*2, or a person who
executes business for such a supplier(2) A major client*4 of the Company or important subsidiary of the Company, or a person who executes
business for such a client(3) A major financial institution*5 from which the Group raised funds, or a person who executes businessfor such 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):(1) 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.

27

Proposal 4: Revision of the maximum remuneration for outside directors
The total amount of remuneration for directors is limited to 800 million yen per year (including 50
million yen 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.
Although the number of outside directors was two at the time said proposal was approved, thenumber of outside directors will be five if Proposal 3 (Election of nine directors) is approved as
proposed. Therefore, the Company intends to maintain the current limit of 800 million yen as
remuneration for directors, of which the portion for outside directors is up to 100 million yen on anannual basis, on the condition that Proposal 3 is approved as proposed.
This proposal was made based on a resolution of the Board of Directors after deliberation by theAdvisory Committee on Appointment and Remuneration, while the Board of Directors
comprehensively took into consideration the size of the Company's business, the executive
remuneration system and its payment level, and the current number of directors. Thus, the Company
believes that this proposal is appropriate.
In addition, the policy on determining the contents of remuneration, etc. for individual directors of
the Company is as described on page 47 of the Business Report.
In addition, as previously, the remuneration shall exclude the salary under employee status.
While the number of directors is nine at the moment (including three outside directors), if Proposal 3(Election of nine directors) is approved as proposed, the number will be nine (including five outside
directors).

28

(Attachment)
Business Report
From April 1, 2021
to March 31, 2022
1. Current Status of Corporate Group(1) Business conditions in fiscal year under review
The NSHD Group achieved the following results for the fiscal year under review. Revenue on aconsolidated basis increased 17.0% year on year to ¥957,169 million, core operating income increased
17.7% to ¥102,710 million, operating income increased 13.9% to ¥101,183 million and net income
attributable to owners of the parent increased 16.1% to ¥64,103 million.
During fiscal year April 1, 2021 to March 31, 2022, revenue was strong. This was a result of strong
economic recovery with underlying volume improvement in all business segments. Shipment volume of
air separation gases (oxygen, nitrogen, and argon) all increased significantly compared to last fiscal year.
Also contributing significantly to the performance was the high cost recovery, pass through, andsurcharges that were implemented to recover the increasing cost of electricity, diesel, liquefied naturalgas, supply chain disruptions, and other inflationary factors on a global level.
Core operating income is calculated as operating income excluding certain gains and expenses attributable
to non-recurring factors (non-recurring items).
A breakdown of business performance by reportable segment is as follows. Segment income represents
core operating income.

29

a. Gas Business in Japan
In the industrial gas-related business, revenue from air separation gases, a core product, increased sharply
year on year, mainly due to a general recovery in production activity in relevant industries. Additionally,in LP gas, revenue rose as a result of higher cost pass through, while underlying volumes were downslightly. In addition, revenue from electronic materials gases and related businesses increased; industrial
gas-related equipment and installation improved; medical-related equipment sales were also positive.
As a result, in the Gas Business in Japan, revenue increased 8.8% year on year to ¥372,033 million andsegment income increased 3.5% to ¥30,939 million.
b. Gas Business in the United States
In the industrial gas-related business, revenue from air separation gases, a core product, significantly
increased year on year, driven by a recovery in production activity, with growth centered on bulk gases.
In addition, sales of carbon dioxide gases were strong. In equipment and installation, demand for
welding and cutting equipment recovered after weakness in the previous fiscal year, with revenue
increasing sharply. In the electronics-related business, revenue also increased and remained strong. In
addition, high distribution surcharges and energy pass-through occurred throughout the fiscal year
further increasing revenues.
As a result, in the Gas Business in the United States, revenue increased 18.3% year on year to ¥224,801
million and segment income increased 18.1% to ¥27,314 million.

30

c. Gas Business in Europe
While the previous fiscal year was seriously impacted by the spread of COVID-19, this fiscal year has
seen a consistent and solid economic recovery. In addition, the sharp rise in record energy costs thatbegan in the second quarter accelerated through the fourth quarter, but we responded through price passthrough and cost reduction efforts. And, much of the increase in revenue was due to our efforts to passon prices.
As a result, in the Gas Business in Europe, revenue increased 31.1% year on year to ¥209,778 million
and segment income increased 25.2% to ¥26,303 million.
d. Gas Business in Asia & Oceania
In the industrial gas-related business, air separation gas revenue, a core product, increased driven by arecovery in production activity in related industries. In LP gas, which makes up a large portion of sales
in the Australia region, revenue increased due to both increased volume as well as higher cost passthrough of LP gas prices. In the electronics-related business, revenue increased in electronic materials
gases in East Asia. In equipment and installation, revenue increased in the industrial gas-related
business.
As a result, in the Gas Business in Asia & Oceania, revenue increased 21.1% year on year to ¥123,533
million and segment income increased 43.9% to ¥12,837 million.

31

e. Thermos Business
In Japan, revenue significantly increased year on year due to a recovery in shipment volumes of portablemugs and sports bottles from the previous fiscal year. Furthermore, sales volumes of frying pans andtumblers also increased, continuing from the previous fiscal year, in connection with the widespread
adoption of new lifestyles where consumer spend longer periods of time at home. Overseas, shipping
volume increased due to the recovery of business conditions in various regions.
As a result, revenue increased 12.0% year on year to ¥26,849 million, and segment income increased
24.6% to ¥6,441 million.

（Note）1．In this fiscal year under review, the NSHD Group has changed its reportable segments.
Therefore, to facilitate the year-on-year comparisons shown above, the figures for the previous
fiscal year have been reclassified based on the changes to the reportable segments.
2. The core operating income of ¥102,710 million for the fiscal year is the total amount of core
operating income of each segment minus the adjustment amount of -¥1,127 million yen. The
negative adjustment for segment income is comprised of (¥102) million of intersegment
eliminations and companywide expenses of (¥1,229) million that were not allocated to any
particular reportable segment. These companywide expenses related principally to group mgmt.
expenses that were not allocated to a particular reportable segment.

32

(Reference) Industrial gas supply systems

33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 82,036 million yen. The breakdown by each segment is as follows.
Segment

Capital Expenditure

Gas Business in Japan

18,510 mil. yen

Gas Business in the United States

27,735 mil. yen

Gas Business in Europe

21,690 mil. yen

Gas Business in Asia & Oceania

12,751 mil. yen

Thermos Business

913 mil. yen* In addition to the above, companywide (common) capital investment amounted to 434 million yen.

3) Fund procurements
Balance at beginning

Balance at end ofof period

periodItem

ChangeBorrowings

708,399 mil. yen

685,904 mil. yen-22,494 mil. yen

Bonds and commercial papers

204,217 mil. yen

204,440 mil. yen+222 mil. yen

Total

912,616 mil. yen

890,344 mil. yen-22,272 mil. yen

4) Important organizational restructuring, etc.
None

34

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

Category
Revenue(millions of yen)

(FY Under Review)FYE March 2019

FYE March 2020

FYE March 2021

740,341

850,239818,238

957,169

65,81990,33787,251

102,710

66,86393,921

88,846

101,183

41,291

53,34055,214

64,10395.42

123.26127.59148.13

1,771,015

1,751,732

1,836,294

1,977,026

435,854440,693543,900

661,137FYE March 2022

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.

35

(3) Status of parent company & significant subsidiaries
1) Status of parent company
Our parent company is Mitsubishi Chemical Holdings Corporation, which owns 218,996,000 shares or
50.59% of Nippon Sanso Holdings Corporation stock. Mr. Hidefumi Date, Director of the Board,
Managing Corporate Executive Officer and Chief Financial Officer of the corporation, concurrently
serves as a member of the Board of Directors of the Company (Note)
The Company concluded a master agreement with Mitsubishi Chemical Holdings Corporation, dated
May 13, 2014. The agreement calls for Mitsubishi Chemical Holdings Corporation to respect theautonomy of the Company and to provide us with comprehensive support and cooperation under theparent company’s “group management rules.”The Company paid Mitsubishi Chemical Holdings Corporation 1,192 million yen as outsourcing fees
during the fiscal year under review. The Company was informed of the basis for the calculation before
the amount of the fees was determined. Additionally, the Board of Directors has concluded that theseoutsourcing fees are appropriate in light of the nature of the services to be provided.
(Note) As of April 1, 2022, Mr. Hidefumi Date was appointed to “Director of the Board, Mitsubishi Chemical Holdings
Corporation.”

2) Status of significant subsidiaries
Segment

Subsidiary nameTaiyo Nippon Sanso
Corporation

Capitalmil. yen
1,500

NSHD’sOwnership
Percentage(%)

Main business lines

100

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*84.89Manufacture & sales of liquefied
carbon dioxide, dry ice, and salesof various compressed andliquefied gases

Gas Business in
Japan
NIPPON EKITANCORPORATIONJFE Sanso Center KK

mil. yen
90*60

Matheson Tri-Gas, Inc.

US dollar
55.77

100

US dollar
1,246,000*100

Gas Business in
the United States Western International Gas& Cylinders, Inc.

Gas Business in
Europemil. yen
600*100

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.
Manufacture & sales of liquefied
carbon dioxide, and dry ice

100

Ownership of shares in relatedcompanies in EuropeEuro
30,000,000*100

Ownership of shares in relatedcompanies in Italy

Euro
1,012,180.16*100

Manufacture & sales of industrial
gases, medical-use gases, andrelated instruments in Spain

Continental Carbonic
Products, Inc.
Nippon Gases EuroHolding S.L.U.

US dollar
117,533Euro
100,000,000

Nippon Gases Italia S.r.l.
Nippon Gases Espana
S.L.U.

36

Subsidiary name

Capital

NSHD’sOwnership
Percentage(%)

Nippon Sanso Holdings
Singapore Pte. Ltd.

Singapore
dollar
189,209,065

100

Leeden National Oxygen
Ltd.

Singapore
dollar
53,483,649

Segment*98.50Main 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

Australian
NSC (Australia) Pty Ltd

dollar

98.95

Ownership of shares in relatedcompanies in Australia*100

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

100

Ownership of shares in relatedcompanies in China*100

Sales of specialty gases*100

Manufacture & sales ofnitrogen, sales of specialty gases
and equipment

100

Manufacture & sales ofhousewares

514,267,883
Australian
Gas Business in Supagas Pty Ltd
Asia & Oceania

dollar
3,600,000

Taiyo Nippon Sanso (China)

US dollar

Investment Co., Ltd.

87,195,449

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

Nippon Sanso Taiwan, Inc.

US dollar
2,870,000

New Taiwan
dollar160,000,000

Thermos
Business

THERMOS K.K.

mil. yen
300(Note) An * (asterisk) mark indicates a figure that includes indirect ownership.

37

(4) Challenging issues to be addressed
In the business environment surrounding the Group, especially the U.S. and Europe where signs of
economic recovery have been observed in the current term, the volume of shipments of separation
gases (oxygen, nitrogen and argon) exceeded the level of the previous fiscal year, although it is hard to
predict when COVID-19 will be brought under control at this point in time. The Company has worked
to ensure a stable supply system for separation gases in each place where we operate.
While demand steadily picked up as the economy recovered, rising resource prices and supply chain
disruptions caused by geopolitical risks due to armed conflicts and political and economic frictions
among countries are hindering economic recovery on a global scale. Therefore, it will be necessary to
implement appropriate measures flexibly going forward. In addition, the Company expects thatbehavior patterns will change after the end of the COVID-19 pandemic, the industry-wide efforts todecarbonize in response to climate change risks will gain momentum, and the digitalization will
progress further, among other things. Therefore, the Company is required to capture new business
opportunities and establish its governance structure from a long-term perspective.
Under the recognition of the above environment, the Company has formulated its new medium-term
management plan, "NS Vision 2026 —Enabling the Future," covering the four-year period from thefiscal 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. Under the NS Vision 2026, 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 determined to reducegreenhouse gas emissions from our Group’s business activities and strive to provide a wider
variety and higher quality of goods, products, and services that contribute to the environment forour customers as well. Moreover, our endeavor includes ensuring process safety and improving
product and service reliability, as well as respecting human rights and ensuring diversity andinclusion of human resources in order 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 greenhouse gas
emissions in the industries where our customers operate by providing goods, products, and services
that contribute to the environment, and solutions. The Company will focus on strengthening
collaboration with strategic partners, along with the technological development initiatives
necessary to achieve this goal. We will also strive to strengthen external and intra-group
communication regarding the Group's initiatives.
III. Expand the electronics business: we will provide quality assurance, new products, andsolutions that deserve the trust of our semiconductor customers with significant current and future
growth potential, while further leveraging and reinforcing the Group's preexisting resources.
IV. Pursue operational excellence: we will facilitate mutual sharing of productivity-enhancing
know-how possessed by each operating company, which will be utilized within the Group, thereby
promoting the efficiency and optimization of overall operations.
V. Promote DX initiatives leading to new value creation: we will upgrade our business model bylinking, analyzing, and making use of digital data. At the same time, we will begin initiatives topromote the creation of new business values and customer experiences that contributes to customer
satisfaction, productivity improvement, and employee satisfaction at the each operating company
level. Furthermore, as the holding company, we aim to strengthen our global IT security system touphold these efforts.

38

Each industrial gases business in the four geographic hubs focusses on the above five key strategies,
while addressing management issues specific to each region.
● Gas Business in Japan: we will work to strengthen new products and services for the electronics
industry and expand our solution business.
● Gas Business in the United States: we will seek to upgrade production bases, expand on-sitebusiness, and increase the density and scale of business by merging or acquiring local distributors.
● Gas Business in Europe: we will focus on resilient markets such as food and health care, makeinvestments to acquire gas application technologies to accommodate customer needs, and expand
business areas.
● Gas Business in Asia and Oceania: we will make efforts to acquire large-scale on-site projects,
increase the capacity of the ASUs, gain HyCO* projects, and expand new products, services andbusiness areas. We will carry out the transition to a flexible business operation structure
comprising four subsegments: gas business in Southeast Asia and India; electronics business inEast Asia; industrial gas business in East Asia; an d gas business in Oceania.
* Business of supplying on 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 work to strengthen new products
and kitchen equipment, expand directly operated stores and e-commerce, and enhance the Company’spresence in overseas markets.
As the Company espouses “Proactive. Innovative. Collaborative. Making life better through gas
technology.” as the Group’s philosophy, we aim to devote ourselves to creating social value throughinnovative gas solutions that increase industrial productivity, realize a comfortable future for people,
society, and the earth. As a first step toward achieving this goal, we will go on to address the issues
listed above.

(5) Contents of main business lines (as of March 31, 2022)
Business segment

Main products & services

Gas Business in Japan

Oxygen, nitrogen, argon, carbon dioxide, helium, hydrogen, acetylene, gas-

Gas Business in therelated equipment, specialty gases (electronic material gas, pure gas, etc.),

United Stateselectronics-related equipment & installation, semiconductor-producing

Gas Business in Europe equipment, cutting & welding equipment, welding materials, machinery &Gas Business in Asia & plants, liquefied petroleum gas & related equipment, medical-use gases
Oceania
Thermos Business(oxygen, nitrous oxide, etc.), medical equipment, stable isotopes
Housewares

39

(6) Main business offices, etc. (as of March 31, 2022)
1) Company
Head office

Shinagawa-ku, Tokyo

2) Subsidiaries
Company nameLocation of head office

Taiyo Nippon Sanso Corporation

Shinagawa-ku, Tokyo, JapanNIPPON EKITAN CORPORATION

Minato-ku, Tokyo, Japan

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

THERMOS K.K.

Tsubame City, Niigata Pref., Japan40

(7) Employees (as of March 31, 2022)
Business segment

No. of Employees

Year-on-Year Changes

Gas Business in Japan

6,346

-116

Gas Business in the United States

4,448

+47

Gas Business in Europe

2,912

0

Gas Business in Asia & Oceania

4,246

+78

Thermos Business

1,360

+27

Business Segments Total

19,312+36

Companywide (common)

86+5

19,398+41

Total(Note) 1. The numbers are those of employees.

2. The Company has changed the breakdown of business segments effective from the fiscal year underreview. Accordingly, the figures for the previous fiscal year were reclassified to reflect the change andcompared with the figures for the current fiscal year.

(8) Main sources of borrowings (as of March 31, 2022)
Source of Borrowings

Amount of Borrowings

Mizuho Bank, Ltd.

280,857 mil. yen

MUFG Bank, Ltd.

146,014 mil. yen

The Norinchukin Bank

138,200 mil. yen

41

2. Status of Company(1) Status of shares (as of March 31, 2022)
1) No. of authorized shares
1,600,000,0002) No. of shares issued
433,092,837
3) No. of shareholders
18,2404) Major shareholders (top 10)
Status of investment in Company
Shareholder

Shares held

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

Mitsubishi Chemical Holdings Corporation

218,996

50.59

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

30,798

7.11

17,085

3.95

Custody Bank of Japan, Ltd. (trust account)

13,377

3.09

Meiji Yasuda Life Insurance Company

10,0072.31

Mizuho Bank, Ltd.

8,182

1.89

The Norinchukin Bank

3,500

0.81

3,180

0.73

JP MORGAN CHASE BANK 385632

3,167

0.73

Ibiden Co., Ltd.

3,004

0.69

Client shareholding association of Taiyo Nippon Sanso
Corporation

Employee shareholding association of Nippon Sanso
Holdings Corporation(Note) 1. Our Company has 184,000 treasury shares.
2. The shareholding ratio excludes treasury shares.

42

(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, 2022)
Name

Toshihiko Hamada

Position
Representative Director
President

Yujiro Ichihara

Director

Kenji Nagata

Director

Thomas Scott
Kallman
Eduardo Gil
Elejoste
Akio Yamada

Mitsuhiro
Katsumaru

Duties in charge & main concurrent posts
CEO
Member of Advisory Committee on Appointments and Remuneration
Member of the Board, KAITEKI Institute, Inc.
Chairman of the Board of Directors
Member of Advisory Committee on Appointments and Remuneration
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.
Director of the Board, Managing Corporate Executive Officer,
Mitsubishi Chemical Holdings Corporation

Hidefumi Date

Director

Chief Financial Officer
Representative Director and President of Mitsubishi Chemical
Holdings Corporate Staff, Inc.

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

43

(Notes) 1. Representative Director and President Toshihiko Hamada is appointed CEO because he has abundant knowledge andexperience over management and because he is expected to be capable of promoting the growth of our Company Group.
2. The personnel change to the executive positions and responsibilities effective from the next day of the end of the fiscal year
under review is as follows.
Name
Before the personnel
After the personnel change Date of personnel changechangeHidefumi Date
Director of the Board,
Director of the Board, April 1, 2022
Managing Corporate
Mitsubishi
Chemical
Executive Officer andHoldings Corporation
Chief Financial Officer,
Mitsubishi Chemical
Holdings Corporation*1
Representative Director(Same as on the left)
and President of Mitsubishi
Chemical Holdings
Corporate Staff, Inc.
*1 Mitsubishi Chemical Holdings Corporate Staff, Inc. is slated to be dissolved as of June 1, 2022 in an absorptiontype merger with Mitsubishi Chemical Holdings Corporation as the surviving company in accordance with the
Merger Agreement concluded between the parties on March 31, 2022. Accordingly, Mr. Hidefumi Date's position
as Representative Director and President of Mitsubishi Chemical Holdings Corporate Staff, Inc. will cease to exist
as of the date of the dissolution.
3. Directors Akio Yamada, Mitsuhiro Katsumaru, and Miri Hara 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 have significant financial andaccounting knowledge as follows.
・A&S Board member Junzo Tai has long-term professional experience at the Company’s accounting department, andpossesses 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 chemicalcompany, and possesses a substantial level of financial and accounting 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, and Miri Hara, and A&S Board members
Akihiro Hashimoto and Kazuya Kobayashi as independent officers based on the Tokyo Stock Exchange’s listing rules, andhas reported 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, theCompany has an agreement in place with each of its outside directors to limit their liability for damages stipulated in
Article 423 (1) of the Companies Act. The Company has set each outside director’s maximum liability amount fordamages 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 an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In the event that claims for damages
including third party litigations, derivative lawsuits, and corporate litigations are made against the insured persons dueto the acts in the course of their duties, the said insurance agreement shall compensate for legal damages and litigation
expenses to be borne by the insured. (However, the said insurance agreement shall not cover damages arising from any
conduct committed while knowing that the conduct is in violation of laws and regulations.)
The insured parties of the insurance policy are directors, A&S Board members, and executive officers, etc. of theCompany, and 6 consolidated domestic subsidiaries, including Taiyo Nippon Sanso Corporation and NIPPONEKITAN CORPORATION. For some of those subsidiaries, the insured parties bear the premium for derivative
lawsuits endorsement. Meanwhile, the Company and the other subsidiaries themselves bear that premium, and theinsured parties do not need to pay it for them.
Also, we specified the deductible amount to ensure the appropriateness of execution of duties by the insured. The
damages below the deductible amount shall not be covered by the insurance policy.

4) Directors and A&S Board members who resigned or were discharged during the business year
There were no directors and A&S Board members who resigned or were discharged during the fiscal year under review.

445) Total amount of remunerations, etc. for directors & A&S Board members
Total amount of remunerations by
type
Total
(millions of yen)
Category of officers
remunerations
Performance(millions of yen)
Basiclinkedremuneration
remuneration
Director
233
174
59(of which outside directors)
（33）
（33）
（―）
A&S Board members
103
103
－
(of which outside A&S
（75）
（75）
（―）
Board members)
Total
337
278
59
(of which outside officers)
（108）
（108）
（―）

No. ofcorresponding
officers
10
（3）
4
（3）
14
（6）

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

6) Matters related to performance-linked remunerations, etc.
The Board of Directors and the Audit and Supervisory Board consult with the Advisory Committee on
Appointment & Remuneration about appropriateness of the remuneration system for the directors andA&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 the fixed “Basic Monthly Remuneration,” which is base salary specific to each rank,
and “Performance-linked Bonuses” which vary according to business results. The proportion of the two
portions is approximately six to four, which is reflected in the amount of remuneration for each director.
Also, outside directors and directors who mainly serve as officers of subsidiaries receive the fixed “BasicMonthly Remuneration” only as remuneration for directors of the Company. The Performance-linked
Bonuses are determined on the basis of the following formula.
Performance-linked Bonuses (variable) = Rank-specific standard amount x Coefficient based on
evaluation related to Performance-linked Bonuses

45

The following figures are applied to the coefficient based on evaluation related to Performance-linked
Bonuses in order to judge the status of achievements of medium-term management plan targets whilestrengthening the extent of their interlocking with the Company’s business results as well as improving
their objectivity and transparency.
 Degree of achievements of each fiscal year’s budget based on medium-term management 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)
・Targets & results of indicators tied to Performance-linked Bonuses for directors (excluding outside
directors and directors who mainly serve as officers of subsidiaries) in FYE March 2022(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
Target2022Results
25%
Consolidated revenue
865,000 mil. yen
957,169 mil. yen
Consolidated core
operating profit margin

25%

11.1%

10.7%

Year-on-year performance improvements
Weight for
FYE March 2021
Indicator for evaluation
evaluation
Results
16.6%
Consolidated revenue
818,238 mil. yen

FYE March 2022
Results

Consolidated core
operating profit
Net income attributableto owners of the parent

16.6%
16.6%

957,169 mil. yen

87,251 mil. yen

102,710 mil. yen

55,214 mil. yen

64,103 mil. yen(Note) Since the medium-term management plan has not been formulated yet for the FYE March
2022, “Degree of achievement in the budget of the FYE March 2022 (Consolidated revenue
and Consolidated core operating profit margin)” is 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.”

46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, the Representative Director/President, and Chairman of the Board of
Directors, with an outside director acting as its chairman. The Committee has been discussing
remuneration for directors continuously and, based on the Committee’s recommendation, the internal
regulations on remuneration for directors have been revised three 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.”
Outside directors and directors who mainly serve as officers of subsidiaries receive the fixed “BasicMonthly Remuneration” only as remuneration for directors of the Company. Remuneration for directors
is based in principle on an annual salary system, with the amount paid monthly equivalent to one-12th of
the annual salary.
The amount of remuneration for individual directors in the fiscal year under review is calculated
according to the internal regulations on remuneration for directors approved by the Board of Directors on
the basis of the above policy on determining contents of remuneration, etc. for individual directors.
Therefore, the Company believes the amount of remuneration is in line with that policy.

10) Matters on delegation of authority on fixing remuneration, etc. for individual directors
At its meeting on June 18, 2021, 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 and performance-linked remuneration based on
the internal regulations on remuneration for directors. The reason for delegating these powers is that theRepresentative Director who is in a position to supervise the Company’s business execution is best suitedfor determining remuneration amounts based on the internal regulations.
The amount of remuneration for directors is to be unambiguously calculated from their rank andperformance based on the internal regulations, and it is possible to verify the results of calculations by the
Representative Director.

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

47

CategoryOutsidedirector

Outsidedirector

Outsidedirector

Outside A&S
Board
memberOutside A&S
Board
memberOutside A&S
Board
memberName

Akio Yamada

Boardmeeting
attendance

14
appearances
at 14
meetings

A&S Board
meeting
attendance

Main activities, remarks & overview of duties done in relation torole expected of outside director―

His rich experience at administrative organizations and expert
knowledge were expected to be used in the Company’s
management. While offering necessary advice and proposals ondesirable ways of governance and discussions on agenda items,
he played a leading role, as Chairman of the Advisory
Committee on Appointments & Remuneration, in discussing theselection of candidates for directors/A&S Board members,planning a successor to the President/CEO, mulling desirable
remuneration for directors, etc.
His rich experience and expert knowledge, mainly as publicprosecutor and attorney-at-law, were expected to be used in the
Company’s management. While offering necessary advice andproposals on desirable ways of governance and discussions on
agenda items, he expressed opinions, as a member of theAdvisory Committee on Appointments & Remuneration, in
discussing the selection of candidates for directors/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 formany years, expert knowledge as Certified Public Tax Accountant,and perspective of the promotion of diversity, and women's
empowerment, were expected to be used in the Company’s
management. While offering necessary advice on the promotionof diversity in the Company, she expressed opinions, as a memberof 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.

Mitsuhiro
Katsumaru

14
appearances
at 14
meetings―

Miri Hara

10
appearances
at 10
meetings―

AkihiroHashimoto

14
appearances
at 14
meetings

17
appearances
at 17
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.

MasahiroOsada

14
appearances
at 14
meetings

17
appearances
at 17
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.

KazuyaKobayashi

14
appearances
at 14
meetings

17
appearances
at 17
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 14 meetings in the fiscal year under review.

48

(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

100mil. yen

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

222 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., and Nippon Sanso Taiwan, Inc. are audited(limited to audits stipulated in the Companies Act or the Financial Instruments andExchange Act [including similar foreign laws]) by a certified 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 andthose based on the Financial Instruments & Exchange Act, and it is practically impossible
to distinguish these in effect. Therefore, the amount of remuneration, etc. paid to theaccounting auditor in connection with the audits for the fiscal year under review is listed asa total sum of payments for these audits.

3) Contents of non-auditing service
The Company has commissioned the accounting auditor the work of elaborating a comfort letterand other duties outside the realm of services stipulated by Article 2 (1) of the Certified Public
Accountants Act.

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

5) Policy on dismissal or refusal of reappointment of accounting auditor
The Audit & Supervisory Board shall dismiss the accounting auditor by the unanimous consent of
all 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
refusal of reappointment of the accounting auditor” to the General Meeting of Shareholders.

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

49

Consolidated Financial Statements
Consolidated Statements of Financial Position (As of March 31, 2022)
Assets
Accounting item
Current assets

Liabilities
Accounting item

Millions of Yen

422,493

Current liabilities

Millions of Yen

331,595

Cash and cash equivalents
Trade receivables

93,697
218,480

Trade payables
Bonds and borrowings

115,123
110,595

Inventories
Other financial assets
Other current assets

80,064
7,310
22,940Non-current assets
Property, plant and equipment
Goodwill
Intangible assets

1,554,532
729,658
485,190
241,320

Income tax payable
Other financial liabilities
Provisions
Other current liabilities

9,746
65,228
1,068
29,832

Non-current liabilities
Bonds and borrowings
Other financial liabilities

984,292
779,749
31,231Retirement benefit liabilities
Provisions
Other non-current liabilities
Deferred tax liabilities
Total liabilities
Net assets
Net assets attributable to owners of parent

14,165
5,107
20,918133,120
1,315,888

Investments accounted for using
the equity method
Other financial assets
Retirement benefit asset
Other non-current assets
Deferred tax assets

35,70055,410
2,468
1,163
3,619

Share capital
Capital surplus
Treasury shares
Retained earnings
Other components of equity

Total assets

Non-controlling interests
Total net assets
Total liabilities and net assets

1,977,026(Note) Fractions of one million yen are rounded off

50

628,714
37,34455,945(281)
476,589
59,11532,423
661,137
1,977,026

Consolidated Statement of Profit and Loss (From April 1, 2021 to March 31, 2022)
Accounting item

Millions of Yen

Revenue

957,169

Cost of sales
Gross profit(598,597)
358,572

Selling, general & admin. Exps.
Other operating income
Other operating expenses
Equity earnings of affiliates
Operating income
Financial income
Financial costs
Profit before income taxes
Income taxes(259,204)
2,241(3,937)3,512
101,183
2,192(11,765)
91,611(24,973)

Profit66,637

Profit attributable to
Owners of parent
Non-controlling interests

64,103
2,534(Note) Fractions of one million yen are rounded off

51

(Reference)

Condensed consolidated statements of Cash flows (unaudited)
FYE2021 Full-term

FYE2022

YoY

Full-term

Difference%Change(Unit: ¥ bn.)
Income before income taxes

77.7

91.6

+ 13.9Depreciation and amortization

86.3

92.4

+6.1

Changes in working capital

0.5

-20.6

-21.1

-15.3

-14.6

+0.7

149.2

148.7

-0.5

Capital expenditures

-60.0

-74.4

-14.4

Investments and loans

-0.7

-2.0

-1.3

Others (asset sales, etc.)

1.1

5.6

+4.5

-59.6

-70.8

-11.2

-18.7%

89.5

77.9

-11.6

-13.0%-103.1

-77.9

+25.2

+24.4%

OthersCash flows from operating activities

Cash flows from investing activities

Free cash flow

Cash flows from financing activities+ 17.9%-0.3%(Note) This “(Reference)Condensed consolidated statements of Cash flows” is solely for the convenience of shareholders and is outside
scope of independent auditor’s nor Audit & Supervisory Board Member’s audit.
(Note) Fractions of 100 million yen are rounded off

52

Non-Consolidated Financial Statements

Balance Sheet (As of March 31, 2022)
Accounting items(Assets)
Current Assets
Cash and cash in bankAccount receivable
Short-term loans receivable
Other current assets
Non Current Assets
Tangible Assets
Building and structures
Machinery and equipment
Tools, furniture and fixtures
Land
Lease assets
Construction in progress
Investments and Other Assets
Investment in securities
Investment in affiliates stock
Investment in LLC and partnership
Investment in affiliates
Long-term loans receivables
Other investments
Allowance for doubtful accounts

Total Assets

AmountMillions of Yen

48,026
12,836
121
29,613
5,454
929,636
5,191
3,051
1,231
158
717
1
31
924,444
25,086646,307
128
9,931
242,641382(34)

977,662(Note) Fractions of one million yen are rounded off

53

Accounting items(Liabilities)
Current Liabilities
Short-term loan payable
Commercial paper
Current portion of long-term loan
Accrued expenses
Other current liabilities
Non Current Liabilities
Bonds
Long-term loan payable
Deferred tax liabilities
Other non-current liabilities
Total Liabilities(Net assets)
Shareholders' Equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained Earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction
entry of non-current assets
General reserve
Retained earnings
Treasury shares
Valuation and Translation Adjustments
Valuation difference on available-forsale securities

AmountMillions of Yen

93,38159,292
7,000
23,6901,466
1,931
621,815
198,000
421,8091,689
316
715,196258,949
37,34457,86056,433
1,427
163,945
7,664
156,280857
65,71789,705(201)
3,517
10,886

Deferred gain and loss on hedges
Total Net Assets(7,369)262,466

Liabilities and Net Assets

977,662

Profit and Loss Statement (From April 1, 2021 to March 31,2022)
Accounting items

AmountMillions of Yen

Operating revenue
Operating expenses
Operating Profit
Non operating income
Interest income & Dividends
Foreign exchange gains
OthersNon operating expenses
Interest expenses
Loss on sale of non-current assets
OthersOrdinary Profit
Extraordinary gain
Gain on sale of investment securities
Extraordinary loss
Loss on sale of investment securities
Profit Before Income Taxes
Income taxes
Deferred tax
Profit18,741
5,523
13,217
2,540
291
17
5,960
12
199

2,849

6,171
9,894

3,491

3,491

5

5
13,381(1,583)931(Note) Fractions of one million yen are rounded off

54

(652)
14,033

Copy of Report of Accounting Auditor Regarding Consolidated Financial
Statements

Independent Auditors’ Audit Report
May 10, 2022
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, 2021 to March 31, 2022.
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.

55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
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
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.

56

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

Independent Auditors’ Audit Report
May 10, 2022
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, 2021 to March 31, 2022.
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.

57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 statedunder the Certified Public Accountants Act.

58

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, 2021 to March 31, 2022, 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 fromeach Audit & Supervisory Board member regarding the implementation status and results of their audits, in addition towhich 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 accordance with the audit
policies and division of duties, etc., each Audit & Supervisory Board member communicated with the Directors, theinternal 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 and assets. 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 from subsidiaries as necessary.
(ii)
In regard to the content of resolutions of the Board of Directors regarding the development of systems toensure that the Directors' performance of their duties complies with laws, regulations, and the Articles ofIncorporation and other systems provided for in Article 100, paragraph (1)and paragraph (3) ofRegulations for Enforcement of the Companies Act as systems necessary to ensure the appropriateness ofoperations of the corporate group composed of a stock company and its subsidiaries, as well as thesystems 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 andemployees, etc. regarding the status of the establishment and operation of those systems and requested
further explanations as necessary and expressed opinions in regard thereto.

(iii)

(iv)

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 the status of auditing suchinternal controls and requested further explanations as necessary.
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, the matters given due
consideration provided for in item (v)(a) of that article, and the judgment and reasons 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 such as the status of deliberations at meetingsof the Board of Directors and by any other method.
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 asnecessary. Additionally, the Audit & Supervisory Board members received notification from theaccounting auditor that, in accordance with the “Quality Control Standards for Audits” (BusinessAccounting Council, October 28, 2005), etc., it had developed systems in order to ensure that its duties areappropriately performed (as listed in each item of Article 131 of the Ordinance on Accounting ofCompanies) and requested further explanations as necessary.

Using the methods above, the Audit & Supervisory Board examined the Business Report, the supplementaryschedules 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 supplementary schedules 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 in equity, and explanatory notes to consolidated accounting
documents) for the business year.

59

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 their duties.
(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 becommented 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 the Company
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 the Business Report arein compliance with that basic policy and do not harm the common interests of the shareholders of
the Company, and that their purpose is not to maintain the positions of the Directors of theCompany.
(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 11, 2022
The Audit & Supervisory Board of Nippon Sanso Holdings Corporation
Audit and Supervisory Board Member (Full-time)
Audit and Supervisory Board Member (Full-time)
Audit and Supervisory Board Member (Full-time)
Audit and Supervisory Board Member (Full-time)(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.

60

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61

Memo

62

Map to the Venue of the 18th Ordinary General Meeting of Shareholders
Date and time: Friday, June 17, 2022, 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
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)* We will not provide souvenirs to shareholders attending the Meeting. Thank you for yourunderstanding.