February 6, 2023
Taiyo Nippon Sanso Corporation
Astomos Energy Corporation

Notice Regarding Start of Consideration of Management Integrationof LP Gas Businesses

Taiyo Nippon Sanso Corporation (“TNSC”, President Kenji Nagata), a member of the Nippon Sanso
Holdings Group, and Astomos Energy Corporation (“Astomos”, President Mitsuru Yamanaka)
hereby announce that the two companies today concluded a Memorandum of Understanding on joint
consideration of management integration of their LP gas businesses for consumer use (“theIntegration”), along with decarbonization, cultivation of demand for industrial use, and wholesalingconcerning LP gas.
In the spirit of a partnership of equals, the two companies will push ahead with detailed discussion
on and consideration of the Integration.
1. Purpose and Overview of Consideration of Integration(1) TNSC and Astomos have agreed to conduct discussions in good faith toward concluding afinal agreement concerning an absorption-type merger of their respective 100%-owned
subsidiaries Taiyo Nissan Energy Corporation and Astomos Retailing Corporation (Thesurviving company after the merger will hereafter be referred to as the “IntegratedCompany.”) This agreement is part of TNSC and Astomos’ efforts to broaden theirmanagement foundation by consolidating the TNSC Group’s LP gas business for consumeruse, which it has been developing, into that of the Astomos Group.
(2) Additionally, in view of the partnership that will be formed after the Integration, TNSC andAstomos have agreed to start considering the following matters, in order to maximize theirrespective management resources and contribute to the development of the LP gas industry:1) Further development of the LP gas business for consumer use
2) Cultivation of demand in the LP gas business for industrial use
3) Creation of an alliance between both companies on LP gas sales for industrial use andwholesaling, along with LP gas decarbonization measures
2. Background to the Start of Consideration of the Integration
In Japan’s national energy policy, LP gas has been given a high rating for its resilien ce. Its
resilience is due to the fact that it is a distributed power source that is easily accessible both innormal times and natural disaster situations. As a result, LP gas is positioned as a crucial energy
source that will remain indispensable in the future. Meanwhile, LP gas also faces challenges. It
has been experiencing a structural decline in demand and increased responsibilities regarding
its ability to contribute to a carbon-neutral society. To solve these issues, both companies havecome to share the belief that they can expect to expand and improve their solutions through more
efficient and resilient supply chains, as well as technological innovation in areas such as
decarbonization and digital technologies. This can be accomplished by consolidating bothgroups’ LP gas-related management resources and mutually utilizing those resources, instead ofworking independently as separate groups.

13. Future Plans
TNSC and Astomos will set up an Integration Committee and start consideration of anddiscussions on the Integration.
Estimates of the net sales, LP gas sales volume, and number of employees of the Integrated
Company are currently projected as follows:1)Net sales
Approx. ¥44.0 billion
2) LP gas sales volume
Approx. 240,000 tons
3) Number of employees
Approx. 1,140
The merger ratio and other details concerning the Integration will be outlined in the finalagreement concerning the Integration following discussions between the two companies, basedon factors such as the findings of due diligence, which will be carried out going forward.
Furthermore, the Integration is scheduled to be implemented in January 2024. In the courseof advancing procedures and discussions pertaining to the Integration, the implementation
schedule is subject to change for reasons including notifications to the relevant authorities,including the Japan Fair Trade Commission; the acquisition of permits, licenses and otherapprovals; and the fulfillment of procedural requirements.
TNSC has the network and technological capabilities needed to engage in a wide range of gas
businesses, including LP gas, whereas Astomos has a specialized LP gas supply chain thatencompasses overseas procurement to retail sales. By mutually utilizing those capabilities, thetwo companies will work to establish a carbon-neutral society, thereby realizing a sustainable
society that is safe, secure and comfortable for their customers.
(Reference) Overview of the Companies
NameTNSC

Address

Shinagawa-ku, Tokyo

Representative
CapitalMajor
Shareholders

Kenji Nagata¥1,500 million
Nippon Sanso Holdings
Corporation 100%

Description ofBusiness

Manufacture and sale ofoxygen, nitrogen, argon,carbon dioxide gas,liquefied petroleum gas,and specialty gases suchas semiconductormaterials gases, as wellas various othercompressed gases andliquefied gases

Taiyo Nippon Sanso
Energy Corporation
Kanie Town, Aichi
Prefecture
Masahisa Kanzaki¥100 million
TNSC 100%

Manufacture and sale ofliquefied petroleum (LP)gas, including LP gas for
consumer use

2

Astomos
Chiyoda-ku, Tokyo
Mitsuru Yamanaka¥10,000 million
Idemitsu Kosan Co., Ltd.
51%
Mitsubishi Corporation
49%
Import, purchase and saleof liquefied petroleum gasAstomos RetailingCorporation
Chiyoda-ku, TokyoTaiji Nambu¥300 million
Astomos 100%

Manufacture and sale ofliquefied petroleum (LP)gas, primarily LP gas forconsumer use