December 4, 2018
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 Issue of Hybrid Bonds (Public Subordinated Bonds)
Taiyo Nippon Sanso Corporation (TNSC) hereby announces that today it submitted an amended shelfregistration statement to the head of the Kanto Local Finance Bureau regarding the public issue of hybridbonds (subordinated bonds). Details are as follows.
1. Purpose and background to the hybrid bond issue
Subsequent to our announcement in a news release on December 3, 2018 entitled “ Notice Regarding
Completed Acquisition (100% Ownership) Procedures of US Company Praxair, Inc.’s EuropeanBusinesses,” TNSC acquired shares of the company that operates part of Praxair's European businesses(industrial gas business in Germany, Spain, Portugal, Italy, Norway, Denmark, Sweden, theNetherlands, Belgium; carbon dioxide business in the United Kingdom, Ireland, the Netherlands, andFrance; and helium-related business).
In execution of this acquisition, TNSC decided on issuing these hybrid bonds after deliberating onwhether to use hybrid bonds (subordinated bonds) and/or hybrid loans (subordinated loans) as afunding method to maintain a sound financial state and avoid stock dilution through capital efficiency
decreases as publicly disclosed in a news release on July 5, 2018 entitled " Notice of Acquisition(100% Ownership) of US Company, Praxair, Inc.’s European Businesses."
2. Features of the Hybrid Bonds
Hybrid bonds have interim attributes of both assets and liabilities, with their liability aspects ensuringthat stock dilution does not occur. On the other hand, they also have attributes and features resembling
assets such as voluntary deferral of interest, extremely long-term redemption periods and subordination
during liquidation or bankruptcy procedures. As a result, TNSC expects to receive recognition from its
rating agencies (Japan Credit Rating Agency, Ltd. and Rating and Investment Information, Inc.) for
50% capital of the procurement amount.

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UFJ Morgan Stanley Securities Co., Ltd. and Nomura Securities Co., Ltd. have been appointed as colead managing underwriters for the issue of these hybrid bonds, with Mizuho Securities Co. Ltd.
serving as the book runner. While watching over demand, TNSC plans to decide on conditions such as
the issue amount in January 2019, and will announce these as soon as the decision has been made.
Moreover, in addition to procuring funds through the issue of these hybrid bonds, TNSC is also
considering fund procurement through a hybrid loan for equity credit equivalent to these hybrid bonds.
Currently, TNSC is aiming to procure approximately ¥250 billion through hybrid financing, which
includes funds procured through these hybrid bonds and a hybrid loan. However, the plan is for an
ultimate decision on the final funding amount to be made following a comprehensive evaluation taking
into account matters such as demand and interest rate movements.
Furthermore, we plan to use part of the funds procured through these hybrid bonds and the hybrid loan
to repay part of the bridge loan used to acquire the company operating part of Praxair’s European
businesses.

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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