January 22, 2019
To Whom It May Concern:
Company Name:
Representative:

Contact:

Taiyo Nippon Sanso Corporation
Yujiro Ichihara, Representative Director,President CEO(Code: 4091, 1st Section of Tokyo StockExchange)
Hisataka Ose, General Manager
Corporate Communications(TEL: 03-5788-8015)

Notice Regarding Determination of Issuance Conditions for Hybrid Bonds(Public Subordinated Bonds)

Taiyo Nippon Sanso Corporation (TNSC) hereby announces that today it determined the issuanceconditions regarding the public issue of the hybrid bonds (public subordinated bonds) announced on
December 4, 2018. Details are as follows.

(1)
(2)
(3)
(4)
(5)

Amount of issue
Initial interest rate
Payment date
Maturity date
Early redemption(6) Replacement
restrictions

1st Series Deferrable Interest andCallable Unsecured SubordinatedBonds¥100.0 billion
1.41% per annum (Note 1)
January 29, 2019
January 29, 2054
Early redemption is possible atTNSC’s discretion on each interest
payment date from January 29, 2024
or upon the occurrence andcontinuation of a tax event or anequity credit change event on orafter the payment date.
In the case of early redemption, etc.,of the subordinated bonds, TNSC
does not intend to conduct early
redemption, etc., unless it raises
funds through the issuance ofreplacement securities, etc., within
the 12-month period preceding thedate of early redemption, etc.
(However, this restriction will not
apply if the date of early
redemption, etc., falls on or afterJanuary 29, 2024 and TNSC meetsboth of the requirements of (i) and(ii) below.)

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2nd Series Deferrable Interest andCallable Unsecured SubordinatedBonds¥8.0 billion
1.87% per annum (Note 2)
January 29, 2019January 29, 2059
Early redemption is possible at
TNSC’s discretion on each interest
payment date from January 29, 2029
or upon the occurrence andcontinuation of a tax event or anequity credit change event on orafter the payment date.
Note 3

(7) Optional
suspension ofinterest payment(8) Subordination(9) Ratings(10) Assessment ofequity credit(11) Method of issue(12) Underwriters

As of the end of the fiscal year
immediately preceding the date ofearly redemption, etc., or at the endof any quarter of that fiscal year,(i)
TNSC’s adjusted
consolidated net debt toshareholders’ equity ratio is1.00x or lower.
(ii)
The amount of consolidated
shareholders’ equity has
increased by ¥100.0 billion
or more compared with theamount of consolidated
shareholders’ equity as ofthe end of the second
quarter of the fiscal year
ending March 31, 2019.
TNSC may defer all or part of interest payments at its discretion.
In terms of the order of repayment, the subordinated bonds are subordinate
to TNSC’s ordinary debt but have a higher priority than its ordinary
shares.
BBB (Rating and Investment Information, Inc.)
A- (Japan Credit Rating Agency, Ltd.)“Class 3 – Equity Credit 50” (Rating and Investment Information, Inc.)“Middle” or “50” (Japan Credit Rating Agency, Ltd.)
Public issue in Japan
Mizuho Securities Co., Ltd. (bookMizuho Securities Co., Ltd. (bookrunner), Mitsubishi UFJ Morganrunner), Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd. (co-lead Stanley Securities Co., Ltd. (co-leadmanaging underwriter), Nomura
managing underwriter)
Securities Co., Ltd. (co-leadmanaging underwriter)
Japan Securities Depository Center, Inc.

(13) Book-entry
transfer institution(14) Fiscal, issue and Mizuho Bank, Ltd.
payment agent

Notes
1. A fixed interest rate from the day following January 29, 2019 to January 29, 2024 and a variableinterest rate from the day following January 29, 2024 (with a step-up in the interest rate scheduled
for January 30, 2024).
2. A fixed interest rate from the day following January 29, 2019 to January 29, 2029 and a variableinterest rate from the day following January 29, 2029 (with a step-up in the interest rate scheduled
for January 30, 2029).
3. If the 2nd Series Deferrable Interest and Callable Unsecured Subordinated Bonds are redeemed
early, TNSC expects to raise funds through the issuance of replacement securities, etc., within the12-month period preceding the date of early redemption, etc. However, if the date of the early
redemption, etc., falls on or after January 29, 2029, TNSC may forgo the issuance of such
replacement securities, etc., provided that TNSC meets both of the following requirements (i) and(ii):(i) TNSC’s adjusted consolidated net debt to shareholders’ equity ratio is 1.00x or lower.

2(ii) The amount of consolidated shareholders’ equity has increased by an amount greater than orequal to the amount of funds raised from hybrid securities through March 2019, compared withthe amount of consolidated shareholders’ equity at the end of the second quarter of the fiscal
year ending March 31, 2019.

This document is intended to announce to the public TSNC’s issuance of hybrid bonds (subordinated bonds),
rather than solicit investments or perform any similar act. Nor does this document constitute an investment
solicitation for any securities for sale within the United States under the U.S. Securities Act of 1933. TNSC has
not registered any of its bonds of common stock under the U.S. Securities Act of 1933, nor does it plan to do so.
No offer of securities for sale in the United States will be made unless registered under the U.S. Securities Act,or exempted from such registration. This document is concerned with TNSC’s issue of hybrid bonds in Japan,
and in this context does not solicit securities or sell them in the United States.

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