Taiyo Nippon Sanso Corporation(Securities Code: 4091)
Notice of Convocation of
the 16th Ordinary General Meeting of Shareholders
Date and time: Friday, June 19, 2020, 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:Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Approval of the absorption-type company split agreement
Proposal 3: Partial amendments to the Articles of Incorporation
Proposal 4: Election of nine directors
Proposal 5: Election of two Audit & Supervisory Board members* 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 positively
use one of the former two means.
We will ask for your understanding and cooperation if we take infection prevention measures 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.
https://www.tn-sanso.co.jp/jp/ir/meeting.html* This year, we will not provide souvenirs to shareholders attending the Meeting. Thank you for yourunderstanding.

1[This Page is Intentionally Left Blank]

2

Securities Code: 4091
May 29, 2020

To Our Shareholders
1-3-26, Koyama, Shinagawa-ku, Tokyo, Japan

Taiyo Nippon Sanso Corporation
Yujiro Ichihara President, Representative Director, and CEO

Notice of Convocation of
the 16th Ordinary General Meeting of Shareholders
Taiyo Nippon Sanso Corporation (“we” or “Company”) will hold its 16th Ordinary General Meetingof 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 18, 2020.
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 6, 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 items of 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 areavailable on our corporate website and thus have not been included with this Notice:(1) Notes to consolidated financial statements; and(2) Notes to nonconsolidated financial statements.
Corporate website: https://www.tn-sanso.co.jp
The consolidated and nonconsolidated financial statements audited by the Audit & Supervisory Board
members and the independent auditor for preparation of the audit report and accounting audit reportrespectively also include, in addition to the documentation attached to this Notice, items that should be
regarded as notes to the consolidated and nonconsolidated financial statements.

3

Meeting of Shareholders
1. Date and time Friday, June 19, 2020, 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 independent auditor
and the Audit & Supervisory Board for the 16th term (April 1, 2019 to March
31, 2020)
2. Report on the nonconsolidated financial statements for the 16th term (April 1,
2019 to March 31, 2020)
Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Approval of the absorption-type company split agreement
Proposal 3: Partial amendments to the Articles of Incorporation
Proposal 4: Election of nine directors
Proposal 5: Election of two Audit & Supervisory Board members● 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.
● This year, we will not provide souvenirs to shareholders attending the Meeting. Thank you for yourunderstanding.
● Any revisions to the reference documentation, business report, or nonconsolidated or consolidated financial
statements will be posted on our corporate website (https://www.tn-sanso.co.jp).

4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 19, 2020, 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 18, 2020.
・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 18, 2020.
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).

5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 18, 2020. 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. on weekdays) (JST)6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
14 yen per common share in the Company
Total dividend: 6,060,758,718 yen(3) Effective date of distribution of dividend from surplus
June 22, 2020
Including the interim dividend of 14 yen per share that was paid in December last year, the total annual
dividend will be 28 yen per share.
2. Other matters concerning the appropriation of surplus
None7

Proposal 2: Approval of the absorption-type company split agreement
1. Reason to conduct an absorption-type company split
We have been solidly expanding our industrial gases business in Japan, the United States, andAsia/Oceania with the strategy to “promote globalization” under the current Ortus Stage 2 mediumterm management plan. With the addition of part of the European business of U.S. Praxair, Inc. acquiredin December 2018, our group’s industrial gases business now operates under a four-hub framework
spanning Japan, the United States, Europe, and Asia/Oceania. In order to further advance our group in
the rapidly-changing global political and economic environment, we see the need to break away fromour conventional domestic business-centered management framework and establish a competitive
group operation framework as a global gas major. Accordingly, we have decided to implement atransition to a holding company structure, contemplating the following objectives.
(1) Speedier decision-making through authority delegation, and appropriate management resource
allocation(2) Greater clarity in business execution responsibilities and performance(3) Enhance the group’s comprehensive capabilities by sharing regional strengths and advantages
Toward the realization of the transition to a holding company structure, we and our wholly-owned
subsidiary Taiyo Nippon Sanso Split Preparation Corporation (“Succeeding Company”) executed anagreement dated May 15, 2020 (“Absorption-Type Company Split Agreement”) for the absorptiontype company split where the Succeeding Company succeeds all of our businesses (“AbsorptionType Company Split”).
The Company proposes the above absorption-type company split agreement be approved.
The Company and the Succeeding Company will change their tradenames to “Nippon Sanso Holdings
Corporation” and “Taiyo Nippon Sanso Corporation,” respectively, on October 1, 2020 which is theeffective date of the Absorption Type Company Split.
2. Overview of the content of the Absorption-Type Company Split Agreement
The content of the Absorption-Type Company Split Agreement with the Succeeding Company is asfollows.

8

Absorption-Type Company Split Agreement (Copy)
Taiyo Nippon Sanso Corporation (address: 1-3-26, Koyama, Shinagawa-ku, Tokyo; “TNSC”) and Taiyo Nippon
Sanso Split Preparation Corporation (address: 1-3-26, Koyama, Shinagawa-ku, Tokyo; “TNSSPC”) enter into
this absorption-type company split agreement (this “Agreement”) as follows on May 15, 2020 (the “Execution
Date”) for the absorption-type company split where the rights and obligations held by TNSC in relation to theBusinesses (as defined in Article 1) operated by TNSC will be succeeded by TNSSPC (the “Absorption-Type
Company Split”).
Article 1 Manner of Absorption-Type Company Split
TNSC will transfer to TNSSPC in accordance with the provisions of this Agreement, and TNSSPC will
succeed, the rights and obligations stated in Article 2 related to all of the businesses operated by TNSC (the“Businesses”) in the manner of absorption-type company split on the Effective Date defined in Article 5.
Article 2 Rights and Obligations to be Succeeded
1. The assets, liabilities, employment agreements, and other rights and obligations to be succeeded by
TNSSPC from TNSC in the Absorption-Type Company Split (the “Succeeded Rights and Obligations”)
shall be as stated in the Schedule “Details of Succeeded Rights and Obligations.”
2. The liabilities to be succeeded by TNSSPC from TNSC shall be based on the assumption of joint andconcurrent obligation method. However, the final bearer of the liabilities in this case shall be TNSSPC and
if TNSC performs or otherwise accepts any of the liabilities to be succeeded, TNSC may claim TNSSPC
for compensation for all of the liabilities TNSC accepted.
Article 3 Money, Etc. to be Delivered in Absorption-Type Company Split
In the Absorption-Type Company Split, TNSSPC will issue 100,000 shares of its common stock and allot
all of them to TNSC in consideration of the Succeeded Rights and Obligations.
Article 4 Amounts of Capital and Reserves of TNSSPCThe amounts of capital and reserves of TNSSPC to be increased through the Absorption-Type Company
Split shall be as follows.
(1) Capital
1,475 million yen(2) Capital reserve
350 million yen(3) Profit reserve
0 yen

9

Article 5 Effective Date
The effective date of the Absorption-Type Company Split (the “Effective Date”) shall be October 1, 2020.
However, TNSC and TNSSPC may change the date upon discussion if it is deemed necessary for anecessity arising in taking procedures related to the Absorption-Type Company Split or for any other reason.
Article 6 Resolution for Approval of Company Split
1. TNSC shall hold its general meeting of shareholders (including the case where a resolution is deemed
passed at the shareholders meeting based on Article 319(1) of the Companies Act) by the day immediately
before the Effective Date and obtain approval for matters necessary for this Agreement and the AbsorptionType Company Split.
2. TNSSPC shall, in accordance with the provisions in Article 796(1) of the Companies Act, conduct theAbsorption-Type Company Split without obtaining the approval of the shareholders meeting provided forin Article 795(1) of the same act.
Article 7 Duty of Due Care of Prudent Manager
For the period from the execution of this Agreement to the Effective Date, TNSC shall execute and manage
the operations and properties related to the Businesses with the duty of due care of a prudent manager andshall conduct any acts that materially influence the properties or rights or obligations related to theBusinesses upon discussion with and with the approval of TNSSPC.
Article 8 Non-Competition
TNSC shall not assume any duty not to compete in connection with the Absorption-Type Company Split.
Article 9 Amendments to or Cancellation of Agreement
For the period from the Execution Date to the Effective Date, if a material change occurs in TNSC’s or
TNSSPC’s financial or management conditions, if an event that materially obstacles the conduct of theAbsorption-Type Company Split arises or is found, or if the purpose of the Absorption-Type Company Splitotherwise becomes difficult to be achieved, TNSC and TNSSPC may, upon discussion and by agreement,
amend the conditions of the Absorption-Type Company Split or other content of this Agreement or cancel
this Agreement.
Article 10 Effect of Agreement
This Agreement shall become invalid if the approval of this Agreement necessary to conduct theAbsorption-Type Company Split or any permission, authorization, approval, or the like from a relevant
authority or the like necessary under a relevant law or regulation for the Absorption-Type Company Split is
not obtained by TNSC or TNSSPC by the day immediately before the Effective Date.

10Article 11 Matters for Discussion
TNSC and TNSSPC shall discuss in good faith and decide in accordance with the intent of this Agreement
any matters not provided for in this Agreement or any doubts arising with respect to a term of thisAgreement.
In witness whereof, this Agreement is executed in duplicate, and each party retains one copy after affixing its
signature and seal.
May 15, 2020
TNSC:

1-3-26, Koyama, Shinagawa-ku, Tokyo
Taiyo Nippon Sanso Corporation
Yujiro Ichihara, Representative Director

TNSSPC: 1-3-26, Koyama, Shinagawa-ku, Tokyo
Taiyo Nippon Sanso Split Preparation Corporation
Yujiro Ichihara, Representative Director

Schedule
Details of Succeeded Rights and Obligations
The rights and obligations to be succeeded by TNSSPC from TNSC through the Absorption-Type Company
Split shall be the following assets, liabilities, employment agreements, other contractual status, and rights andobligations ancillary to the foregoing related to the Businesses on the effective date. The assets and liabilities of
the rights and obligations to be succeeded will be determined after adding or deducting their increase or decreaseby the day immediately before the effective date of the Absorption-Type Company Split based on the balance
sheet and other calculations as of March 31, 2020.
1.

Assets to be succeeded
All of the assets held by TNSC. However, the assets falling under the following accounts are excluded.
(1) Cash and deposits (excluding cash and deposits necessary as the operating capital for the Businesses(the “Domestic Gas Business, Etc.”) other than the Businesses related to the management ofsubsidiaries and management of the group to be operated by TNSC aft Absorption-Type Company
Split)

11

(2) Short-term loans receivable(3) Other current assets (excluding those of Domestic Gas Business, Etc.)(4) Land, buildings, and structures (limited to those held by TNSC in Koyama in Shinagawa-ku in Tokyo,
Shiba in Minato-ku in Tokyo, Shinmachi in Nishi-ku in Osaka-shi in Osaka, and Naganuma in Inageku in Chiba-shi in Chiba)(5) Investment securities (excluding those held in connection with the Domestic Gas Business, Etc.)(6) Shares of affiliated companies (excluding those held in connection with the Domestic Gas Business,
Etc.)(7) Capital investments in affiliated companies (excluding those held in connection with the Domestic
Gas Business, Etc.)(8) Long-term loans receivable(9) Other investments (excluding those related to the Domestic Gas Business, Etc.)
2.

Liabilities to be succeeded
All of the liabilities held by TNSC. However, the liabilities falling under the following accounts are excluded.
(1) Short-term loans payable(2) Commercial papers(3) Long-term loans payable within one year
(4) Corporate bonds redeemable within one year
(5) Accounts payable (excluding those related to the Domestic Gas Business, Etc.)(6) Accrued expenses (excluding those related to the Domestic Gas Business, Etc.)(7) Accrued taxes(8) Other current liabilities (excluding those related to the Domestic Gas Business, Etc.)(9) Corporate bonds(10) Long-term loans payable (excluding those related to the Domestic Gas Business, Etc.)(11) Deferred tax liabilities(12) Long-term accounts payable(13) Long-term deposits received (excluding those related to the Domestic Gas Business, Etc.)

3.

Employment agreements and collective bargaining agreement to be succeeded(1) The employment agreements with all of the employees of TNSC (the “Succeeded Employees”) andthe rights and obligations ancillary or relevant to them (including wages, retirement allowances, andother liabilities arising in connection with the employment relationships between TNSC and theSucceeded Employees by the effective date)(2) Collective bargaining agreement between TNSC and its trade union

12

4.

Contractual relationships to be succeeded (those under employment agreements are as stated in 3 above)
All of the agreements, etc. executed by TNSC and the rights and obligations ancillary or relevant to them.
However, the following agreements, etc. are excluded.
(1) Global agreements (purchase agreements, confidentiality agreements, etc.) covering TNSC’s groupcompanies with customers or suppliers(2) Agreements for financing for TNSC
(3) Lease agreements for real property not included in the rights and obligations to be succeeded in 1.(4)above.
(4) Loan agreements with affiliated companies(5) Guarantee agreements for borrowings for affiliated companies(6) In addition to 4.(4) and (5) above, agreements with overseas affiliated companies (including
secondment and dispatching agreements of employees) (excluding those related to the Domestic Gas
Business, Etc.)(7) Agreements with outside contractors for management planning and administrative duties(8) Agreements related to overseas mergers and acquisitions conducted by TNSC
(9) Agreements for overseas gas supply(10) Agreement with Mitsubishi Chemical Holdings Corporation for the takeover bid conducted in 2014(11) Agreement for directors and officers liability insurance(12) All agreements ancillary or relevant to the above agreements

5.

Intellectual property rights to be succeeded
All of the intellectual property rights held by TNSC (including trade secrets and know-how). However, thefollowing intellectual property rights are excluded.
No.
1
2
3
4

Registration/
Country
application No.
4081031
4036667Japan
388026481093

No.
26
27
28
29

Registration/
application No.
377382517984065
17984061
1041417

13

CountryUSA
EUTM (Europe)
Germany

No.
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23

24

25

6.

Registration/
Country
application No.
488010481094253381625532492557904
251341431720173202529
4670987
47866334823560
4858087
4858088Japan
5090304
48457106182377
61612176182376
Trademarkapplication
2019-138194
Trademarkapplication
2020-004569
Trademarkapplication
2020-004570

No.
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45

46

Registration/
application No.
1445117201815343
201815344
72228387222837
1900865929291388766
1238071
4-2007-005619
4-2018-015226
4-2007-00005618
4-2018-015225
3940704
4/15008/2019
4/15009/2019

International
trademarkregistration
number882195Country

NorwayChina

TaiwanPhilippine

India
MyanmarChina/Germany/France/UK/Korea/
Singapore/Thailand/Vietnam/
Australia/India/
European Communities/Norway

Permissions and authorizations to be succeeded
Of the permissions, authorizations, licenses, approvals, registrations, notifications, etc. obtained by TNSC,
those which can be succeeded under the relevant laws and regulations
End of document

14

3.

Overview of the content established in Article 183 of the Regulation for Enforcement of theCompanies Act(1) Particulars regarding appropriateness of the provisions for the matters prescribed in Article 758(iv)of the Companies Act(i) Particulars regarding the number of shares to be delivered
In the Absorption-Type Company Split, the Succeeding Company will newly issue 100,000 shares ofcommon stock and allot and deliver all of them to the Company which is the company splitting in theabsorption-type split. The Succeeding Company is a wholly-owned subsidiary of the Company, andall of the shares to be issued by the Succeeding Company in the Absorption-Type Company Split will
be delivered to the Company which is the split company, so the number of shares to be delivered by
the Succeeding Company has been decided upon discussion between these two companies and are
believed to be reasonable.
(ii) Particulars regarding the increase in the Succeeding Company’s capital and reserves through theAbsorption-Type Company Split
The increase in the Succeeding Company’s capital and reserves through the Absorption-Type
Company Split is as follows. In light of the content of the Succeeding Company’s businesses after the
split and the rights, obligations, etc. to believed transferred from the Company, the increase is believed
to be reasonable.
・Increase in capital amount: 1,475 million yen
・Increase in capital reserve: 350 million yen
・Increase in profit reserve: 0 yen(2) Balance sheet as of the date on which the Succeeding Company is formed
The Succeeding Company does not have a fixed business year. The balance sheet as of the date of its
establishment of the Succeeding Company (February 4, 2020) is as follows.
(Unit: million yen)Account

AmountAccount(Assets)(Net assets)

Current assets

Shareholders’ equity

Cash and deposits
Total assets

50

AmountCapital25

Capital reserve

25

50

50

15

(3) Disposal of important property, burden of major obligations, or any other event that has material
impact on the status of company property occurring at the company splitting in the absorptiontype split after the last day of the most recent business year
None(4) Disposal of important property, burden of major obligations, or any other event that has material
impact on the status of company property occurring at the Succeeding Company after the last dayof the most recent business year
None

16

Proposal 3: Partial amendments to the Articles of Incorporation
1. Reason for the amendments
As stated in Proposal 2, we will transit to a holding company structure on October 1, 2020 (tentative).
Upon this transition, the trade name of the Company provided in Article 1 of its current Articles ofIncorporation will be changed to “Nippon Sanso Holdings Kabushiki Kaisha” (“Nippon Sanso
Holdings Corporation” in English) and necessary amendments will be made to the purpose provided
in Article 2 of the current Articles of Incorporation, in order to demonstrate that our group is a global
industrial gases group (a global gas major) originated in Japan. The amendments to the Articles ofIncorporation related to this Proposal will be effective on October 1, 2020 (tentative) which is theeffective date of the Absorption-Type Company Split on the condition that Proposal 2 is approved andadopted as originally proposed and that the Absorption-Type Company Split becomes effective.
2. Details of the amendments
The details of the changes are as follows.

Current Articles of Incorporation
Article 1 (Tradename)
The name of the Company is Taiyo Nissan
Kabushiki Kaisha and is indicated in English
as Taiyo Nippon Sanso Corporation.

(Amended parts are underlined)
Proposed amendment
Article 1 (Tradename)
The name of the Company is Nippon Sanso
Holdings Kabushiki Kaisha and is indicated in
English as Nippon Sanso Holdings
Corporation.

Article 2 (Purpose)
The purpose of the Company is to operate thefollowing businesses.

Article 2 (Purpose)
The purpose of the Company is to operate thefollowing businesses and to conduct business
management of the following companies that
operate the following businesses by holding
their shares or interests.

1 through 21 (Omitted)

1 through 21 (Unchanged)

Articles 3 through 44 (Omitted)

Articles 3 through 44 (Unchanged)

Chapter 7 Supplemental Provision17

Current Articles of Incorporation

Proposed amendment
Article 45 (Interim Measure)
The changes in Article 1 and Article 2 shall beeffective on October 1, 2020 on the condition
that proposal 2 “Approval of the absorptiontype company split agreement” submitted to
the 16th ordinary general meeting ofshareholders is approved and adopted asoriginally proposed and that the absorptiontype company split under the absorption-typecompany split agreement approved andadopted under that proposal becomes
effective. This supplemental provision will bedeleted on the effective date of the changes in
Article 1 and Article 2.

18

Proposal 4: Election of nine directors
The terms of office of nine directors (Yujiro Ichihara, Masahiro Uehara, Kenji Nagata, Kazuyuki
Futamata, Thomas Scott Kallman, Eduardo Gil Elejoste, Akio Yamada, Mitsuhiro Katsumaru, andHidefumi Date) will expire at the conclusion of this Meeting. Accordingly, the Company proposes theelection of nine directors (including two outside directors).
The candidates for directors are listed below.

1

Name
Yujiro Ichihara

2

Toshihiko Hamada

3

Kenji Nagata

4

Kazuyuki Futamata

5

No.

Current position and responsibilities
President, representative director, and CEO
Member of Advisory Committee on Appointments andRemuneration

Reappointment

New appointment
Reappointment

Thomas Scott Kallman

Director
Senior managing executive officer
General manager, Industrial Gases Division
Director
Managing executive officer and CCO (Taiyo Nippon Sanso Group
CCO), with responsibility for Group-wide internal control
Director

6

Eduardo Gil Elejoste

Director

Reappointment

7

Akio Yamada

8

Mitsuhiro Katsumaru

9

Hidefumi Date

Director
Chairman of Advisory Committee on Appointments andRemuneration
Director
Member of Advisory Committee on Appointments andRemuneration
Director

Reappointment,
outside director,
independent
Reappointment,
outside director,
independent
Reappointment

Reappointment

Reappointment

Notes
The candidates for directors were selected by the Board of Directors following recommendations by
the Advisory Committee on Appointments and Remuneration (*), which consists of the president andoutside directors.
The Company has established Standards for the Independence of Outside Directors, detailed on Page
29. These standards have been met by the two candidates nominated for outside director positions inthis Proposal.
* See “Reference: Advisory Committee on Appointments and Remuneration” on page 32 below for the outline of
the Advisory Committee on Appointments and Remuneration.

19

No.

1

Yujiro Ichihara (Date of birth: November 13, 1951) (Reappointment)
・Number of Company shares owned: 83,100
・Years of service as a director: 10
・Record of attendance at Board meetings: 12 of 12 times
Career summary, position and responsibilities in the Company
April 1974
June 2005
June 2008
June 2010
June 2012
June 2013
April 2014
June 2014
June 2015
June 2018

Joined the Company
Executive officer, deputy general manager of Business Planning Division and General Affairs
Division, and manager of Secretary’s Office and Corporate Audit OfficeSenior executive officer and general manager of General Affairs Division, with responsibility
for Company-wide internal control
Managing director and general manager of General Affairs Division, with responsibility for
Company-wide internal control
Senior managing director and general manager of Corporate Administration Division, withresponsibility for Company-wide internal control
Executive vice president, director, and general manager of Corporate Administration Division,
with responsibility for Company-wide internal control
Executive vice president and director, with responsibility for Corporate Administration
Division and Corporate Planning & Global Operations Division
President and representative director, CEO
President and representative director, CEO
President and representative director, CEO (current)

Significant concurrent positions
Director, KAITEKI Institute, Inc.
Representative Director, President, Taiyo Nippon Sanso Split Preparation Corporation

Reasons for nomination as candidate for director position
Yujiro Ichihara commands broad-based experience in the international business arena as well as in finance,business planning, and other aspects of business administration. Following his service as general manager of the
Corporate Administration Division, in June 2014 he assumed his current position as president and representative
director.
In view of his extensive background, we have nominated Mr. Ichihara for a position as director in the expectationthat his experience and insight will contribute significantly to Group management.

Special interests
Yujiro Ichihara has no special interests in the Company.

20

No.

2

Toshihiko Hamada (Date of birth: September 28, 1956) (New appointment)
・Number of Company shares owned: 2,000
Career summary, position and responsibilities in the Company
April 1981
July 2002
Oct 2005
April 2006
January 2010
June 2014
June 2016
June 2017

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 TANAKA Corporation
Senior Managing director, Nissan TANAKA Corporation
President and representative director, Nissan TANAKA Corporation (current)

Significant concurrent positions
President and representative director, Nissan TANAKA Corporation

Reasons for nomination as candidate for director position
Toshihiko Hamada has been the president and representative director of Nissan TANAKA Corporation since June2017 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.
In view of his extensive background, we have nominated Mr. Hamada for a position as director in the expectationthat his experience and insight will contribute significantly to Group management.

Special interests
Toshihiko Hamada is also president and representative director of Nissan TANAKA Corporation. The Company
has transactions of industrial gas products with this company.

21

No.

3

Kenji Nagata (Date of birth: February 28, 1959) (Reappointment)
・Number of Company shares owned: 10,500
・Years of service as a director: 2・Record of attendance at Board meetings: 12 of 12 times
Career summary, position and responsibilities in the Company
April 1981
June 2013
April 2016
June 2016
April 2017
June 2018

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, general manager
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(current)

Significant concurrent positions
President & representative director, Shikoku Ekisan Co., Ltd.
President & representative director, Japan Helium Center 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 in April 2017.
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 is also president and representative director of Shikoku Ekisan Co., Ltd. and Japan Helium Center
Corporation. The Company has transactions of industrial gas products with these companies.

22

No.

4

Kazuyuki Futamata (Date of birth: December 22, 1957) (Reappointment)
・Number of Company shares owned: 0・Years of service as a director: 1
・Record of attendance at Board meetings: 9 of 9 times
Career summary, position and responsibilities in the Company
April 1980
June 2011

April 2013
April 2015

April 2017

January 2019

June 2019

Joined Mitsubishi Chemical Industries Limited (now Mitsubishi Chemical Corporation)
Executive officer, general manager of Human Resources Division, Mitsubishi Chemical
Corporation; Executive officer, general manager of CEO’s office, Mitsubishi Chemical
Holdings Corporation
Executive officer, Mitsubishi Rayon Co., Ltd. (responsible for Internal Control division)
Executive officer, Mitsubishi Rayon Co., Ltd. (responsible for Human Resources, General
Affairs, Information Systems, and Internal Control divisions); executive officer, generalmanager of Human Resources Office, Mitsubishi Chemical Holdings Corporation
Director and managing executive officer, Chief Compliance Officer(responsible for Human Resources, General Affairs, Internal Control divisions), Mitsubishi
Chemical Corporation
Managing executive officer
CCO (Taiyo Nippon Sanso Corporation Group CCO), with responsibility for Group-wide
internal control
Director and managing executive officer
CCO (Taiyo Nippon Sanso Corporation Group CCO), with responsibility for Group-wide
internal control (current)

Significant concurrent positions
None.

Reasons for nomination as candidate for director position
Kazuyuki Futamata has many years of experience, particularly in the fields of human resources and businessadministration, and was responsible for internal control departments at Mitsubishi Rayon Co, Ltd. and Mitsubishi
Chemical Corporation.
In view of his extensive background, we have nominated Mr. Futamata for a position as director in the expectationthat his experience and insight will contribute significantly to Group management.

Special interests
Kazuyuki Futamata has no special interests in the Company.
* Kazuyuki Futamata’s career summary above includes positions and responsibilities over the past five years as a person who
executes business at our parent company, Mitsubishi Chemical Holdings Corporation, and its subsidiaries.
* On April 1, 2017, the new Mitsubishi Chemical Corporation was launched following the integration of Mitsubishi Chemical
Corporation, Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd.

23

No.

5

Thomas Scott Kallman (Date of birth: October 17, 1954) (Reappointment)
・Number of Company shares owned: 0・Years of service as a director: 1
・Record of attendance at Board meetings: 9 of 9 times
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.
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 businessin the United States. In view of his extensive background, we have nominated Mr. Kallman for a position as
director in the expectation that his experience and insight will contribute significantly to Group management.

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

24

No.

6

Eduardo Gil Elejoste (Date of birth: May 1, 1956) (Reappointment)
・Number of Company shares owned: 0・Years of service as a director: 1
・Record of attendance at Board meetings: 8 of 9 times
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.)
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 the Group’s
European business.
In view of his extensive background, we have nominated Mr. Gil 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.

25

No.

7

Akio Yamada (Date of birth: September 25, 1943)(Reappointment, outside director, independent)

・Number of Company shares owned: 0・Years of service as an outside director: 5・Record of attendance at Board meetings: 12 of 12 times
Career summary, position and responsibilities in the Company
April 1967
June 1996
June 1997
June 1998
June 2000
December 2003
April 2009
June 2010
March 2014
June 2014
June 2015
March 2018

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

Significant concurrent positions
Chairman, Fair Trade InstituteSenior advisor to Jones Day

Reasons for nomination as candidate for outside director position
Akio Yamada has occupied important posts on the Japan Fair Trade Commission and is currently Chairman of
the Fair Trade Institute and a senior advisor to a law firm that provides global services. He also once served as an
outside director at a publicly listed company. We have nominated him 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 thereasons 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 for independent
directors as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange. We have notified theTokyo 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 (1) of the Companies Act, the Company andAkio Yamada 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 (1) of the Companies Act. This agreement with Mr.
Yamada will be extended if he is reelected as a director.

26

No.

8

Mitsuhiro Katsumaru (Date of birth: October 10, 1951)(Reappointment, outside director, independent)

・Number of Company shares owned: 0・Years of service as an outside director: 5・Record of attendance at Board meetings: 12 of 12 times
Career summary, position and responsibilities in the Company
April 1978
July 1989
June 2000
June 2001
January 2003
April 2005
December 2005
June 2007
October 2008
January 2010
December 2010
June 2012
July 2014
October 2014
June 2015
November 2015
March 2017

Appointed as a public prosecutor assigned to Tokyo District Public Prosecutors OfficeFirst secretary of Embassy of Japan in Germany
Director of Criminal Affairs Division, Criminal Affairs Bureau, Ministry of JusticeDirector of General Affairs Division, Criminal Affairs Bureau, Ministry of JusticeDirector of Finance Division, Minister’s Secretariat, Ministry of JusticeAssistant vice-minister, Ministry of Justice (responsible for general policy integration)
Chief prosecutor, Fukui District Public Prosecutors Office
Chief prosecutor, Mito District Public Prosecutors Office
Chief prosecutor, Saitama District Public Prosecutors OfficeDirector, Public Security Department, Supreme Public Prosecutors Office
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 of the Company
Director of MoriX Co., Ltd. (current)
Director of Shimano Inc. (current)

Significant concurrent positions
Of Counsel, Shiba International Law Offices
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 him as a candidate for outside director in
the expectation that he will effectively apply his wide experience and professional expertise as a prosecutor andattorney 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 (1) of the Companies Act, the Company and
Mitsuhiro Katsumaru have entered into a liability limitation agreement that limits said liability to the amountstipulated by law in accordance with the provisions of Article 427 (1) of the Companies Act. This agreement with
Mr. Katsumaru will be extended if he is reelected as a director.
27

No.

9

Hidefumi Date (Date of birth: July 10, 1958) (Reappointment)
・Number of Company shares owned: 0・Years of service as a director: 1
・Record of attendance at Board meetings: 9 of 9 times
Career summary, position and responsibilities in the Company
April 1982
April 2013
March 2014
April 2014
April 2015
April 2018
June 2019
April 2020

Joined Mitsubishi Chemical Industries Limited (now Mitsubishi Chemical Corporation)
Executive officer, general manager of Consolidated Management Department, Mitsubishi
Chemical Corporation
Executive officer, general manager of Consolidated Management Department and Finance &Accounting Department, Mitsubishi Chemical Corporation
Executive officer, general manager of Finance & Accounting Department, Mitsubishi Chemical
Corporation
Executive officer and general manager of Corporate Management Office, Mitsubishi Chemical
Holdings Corporation
Managing corporate executive officer and chief financial officer, Mitsubishi Chemical Holdings
Corporation
Director, managing corporate executive officer, and chief financial officer of Mitsubishi
Chemical Holdings Corporation; Director of the Company (current)
Representative Director and President of Mitsubishi Chemical Holdings Corporate Staff, Inc.
(current)

Significant concurrent positions
Director, managing corporate executive officer, and chief financial officer, Mitsubishi Chemical Holdings
Corporation
Representative director and president, Mitsubishi Chemical Holdings Corporate Staff, Inc.

Reasons for nomination as candidate for director position
Hidefumi Date has wide-ranging experience in the fields of corporate management, finance and accounting, andhas served as corporate executive officer and executive officer roles at Mitsubishi Chemical Corporation and
Mitsubishi Chemical Holdings Corporation.
In view of his background, we have nominated Mr. Date for a position as director in the expectation that his
experience and insight will be assets to Group management.

Special interests
Hidefumi Date has no special interests in the Company.
* Hidefumi Date’s career summary above includes his positions and responsibilities over the past five years as a person who
executes business at our parent company, Mitsubishi Chemical Holdings Corporation, and one of its subsidiaries.
* On April 1, 2017, the new Mitsubishi Chemical Corporation was launched following the integration of Mitsubishi Chemical
Corporation, Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd.

28

Reference: Standards for the Independence of Outside Directors
The Company considers outside directors to be independent provided they do not fit any of the descriptions listed
below.
(1) A person for whom the Company is a major client, or who executes business for such a person.
(2) A major client of the Company, or a person who executes business for such a client.
(3) A consultant, accounting professional, or legal professional who receives large sums of money or assets
other than director’s remuneration from the Company. (If the recipient is a judicial person, partnership, orother organization, this includes persons belonging to that organization.)(4) A person to whom any of the following criteria listed in (i) through (iii) applied at any time during the three
years preceding their appointment:(i) A person as described in (1), (2), or (3) above(ii) A person who executes business, or a director who does not execute business, for the Company’s parent
company(iii) A person who executes business for one of the Company’s sister companies.
(5) A close relative (within the second degree of kinship) of any person described in the following clauses (i)through (v) (excluding non-important personnel):(i) A person as described in (1) through (4) above(ii) A person who executes business for a Company subsidiary(iii) A person who executes business, or a director who does not execute business, for the Company’s parent
company(iv) A person who executes business for one of the Company’s sister companies.
(v) A person who has fulfilled criterion (ii) above or executed business for the Company at any time during
a three-year period preceding the date of the General Meeting of Shareholders that appoints him or her
to serve as an outside director.

29

Proposal 5: Election of two Audit & Supervisory Board members
The terms of office of two Audit & Supervisory Board members (Kazunari Higuchi and Naoya
Fujimori) will expire at the conclusion of this Meeting. Accordingly, the Company proposes theelection of two Audit & Supervisory Board members. This Proposal has the consent of the Audit &Supervisory Board. The candidates for Audit & Supervisory Board members are listed below.
Notes
The candidates for Audit & Supervisory Board members were selected by the Board of Directors following
recommendations made by the Advisory Committee on Appointments and Remuneration (which consists of thepresident and outside directors) (*) with the consent of the Audit & Supervisory Board.
*See “Reference: Advisory Committee on Appointments and Remuneration” on page 32 below for the outlineof the Advisory Committee on Appointments and RemunerationNo.

1

Masahiro Osada (Date of birth: January 2, 1958)(New appointment, outside Audit & Supervisory Board member)・Number of Company shares owned: 0
Career summary and position in the Company
April 1981
June 2012
April 2015
April 2017
April 2019
March 2020
April 2020

Joined Mitsubishi Chemical Industries Limited (now Mitsubishi Chemical Corporation)
Executive officer and general manager of Corporate Management Office, Mitsubishi Chemical
Holdings Corporation
Executive officer, general manager of Finance & Accounting Department, Mitsubishi Chemical
Corporation
Managing executive officer (in charge of Corporate Management Department and Finance &Accounting Department), Mitsubishi Chemical Corporation
Director and managing executive officer (in charge of Corporate Management Department and
Finance & Accounting Department), Mitsubishi Chemical Corporation
Retired from director and managing executive officer position in Mitsubishi Chemical
Corporation
Advisor to the Company (current)

Significant concurrent positions
None.

Reasons for nomination as candidate for outside Audit & Supervisory Board member position
Masahiro Osada has wide-ranging experience in the fields of finance, accounting, and corporate management inchemical companies, and has served as executive officer and director roles at Mitsubishi Chemical Holdings
Corporation and Mitsubishi Chemical Corporation.
In view of his extensive background, we have nominated Mr. Osada for the position of outside Audit &Supervisory Board member because we believe our audit system can effectively harness his wealth of experienceand broad insight.

Special interests
Masahiro Osada has no special interests in the Company.
* Masahiro Osada is a candidate for the position of outside Audit & Supervisory Board member.
* Masahiro Osada’s career summary above includes his positions over the past five years as a person who executes businessat our parent company, Mitsubishi Chemical Holdings Corporation, and one of its subsidiaries.
* On April 1, 2017, the new Mitsubishi Chemical Corporation was launched following the integration of Mitsubishi Chemical
Corporation, Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd.

30

No.

2

Kazuya Kobayashi (Date of birth: January 5, 1963)(New appointment, outside Audit & Supervisory Board member, independent)

・Number of Company shares owned: 0
Career summary and position in the Company
April 1985
April 2012
April 2014
April 2016

April 2017
March 2019
April 2019
March 2020
April 2020

Joined The Fuji Bank, Limited (now Mizuho Bank, Ltd)
Executive Officer, General Manager of Corporate Banking Division No. 13, Mizuho Corporate
Bank, Ltd (now Mizuho Bank, Ltd).
Managing Executive Officer, Head of Investment Banking Unit, Mizuho Financial Group, Inc.
Managing Executive Officer, Head of Investment Banking Unit, Mizuho Bank, Ltd.
Managing Executive Officer in charge of Specific Business of Global Corporate Company,
Mizuho Financial Group, Inc.
Managing Executive Officer, Head of Global Corporate Division, Mizuho Bank., Ltd.
Senior General Manager, Mizuho Financial Group, Inc.
Retired from Senior General Manager position in Mizuho Financial Group, Inc.
Audit & Supervisory Board Member (full–time), Mizuho Human Service Co., Ltd.
Retired from Audit & Supervisory Board Member (full–time) position in Mizuho Human
Service Co., Ltd.
Senior General Manager, Mizuho Financial Group, Inc. (current)

Significant concurrent positions
None.

Reasons for nomination as candidate for outside Audit & Supervisory Board member position
Kazuya Kobayashi has amassed a long career in financial institutions. We have nominated him for the positionof outside Audit & Supervisory Board member because we believe our audit system can effectively harness his
wealth of experience and broad insight.

Special interests
Kazuya Kobayashi has no special interests in the Company.

Reporting of independent director status
Kazuya Kobayashi is a candidate for the position of outside Audit & Supervisory Board member. Also, hesatisfies the conditions for independent audit & supervisory board members established 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 Audit & Supervisory Board member.
*On July 1st, 2013, Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. merged to form the current Mizuho Bank, Ltd.

.

31

Reference: Advisory Committee on Appointments and Remuneration
The Company has the Advisory Committee on Appointments and Remuneration, a discretionary committee
under the Board of Directors consisting of the president (CEO) and two independent outside directors and being
chaired by an independent outside director.
The Board of Directors consults with and receives advise from the Advisory Committee on Appointments andRemuneration on the selection of candidates for the position of director and Audit & Supervisory Board member,selection and removal of the president (CEO), selection and removal of executive officers, and revisions to theinternal regulations governing the remuneration of the Board of Directors, thereby ensuring the transparency andobjectivity of decision making.

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