Corporate Governance Guidelines

June 25, 2024

Nippon Gas Co., Ltd.

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Chapter 1 General Provisions
Article 1
PurposeThe purpose of the Corporate Governance Guidelines (the “Guidelines”) is to specify the framework for andmanagement policies regarding corporate governance of Nippon Gas Co., Ltd. (the “Company”) and the Nippon
Gas Group (the “Group”) for the purpose of maintaining sustainable growth and realizing the improvement ofcorporate value over the medium- to long-term in accordance with the management philosophy of the Group.
Article 2
Management philosophy
The Group’s management philosophy is as described below.
(1) Contributing to Local Communities
Support lives that are more comfortable for our customers by guaranteeing safe, reliable and appropriately
priced energy with a small environmental footprint through supply methods optimized for local
communities, and contribute to environmental protection and disaster preparedness efforts in thosecommunities. Furthermore, as a member of local communities, we take an active role in improving theirvalue, and we believe that by fulfilling our tax obligations, we are also contributing to society.
(2) Aiming for Sustainable Corporate Growth
We believe that contributing to local communities and growing our customer base reinforce our businessfoundation, and we are working hard to improve long-term corporate value by ensuring reasonable profitsand making efficient investments. Furthermore, we are striving to improve shareholder value throughcontinual and stable dividends, accompanied by a strong internal control system.
(3) Holding Human Resources in High Regard
We believe that human resources, including our own employees, are crucial assets supporting ourcorporation. Operating in a manner that enables us to maximize the potential of our employees, so that we
can offer services that are tailor-made for our customers, is essential to sustainable corporate growth. The
happiness of our employees, business partners, and their families is the essential underpinning therein, andwe aim to further improve it through our business efforts.
Article 3
Fundamental concept regarding corporate governance
The Group believes that seeking to improve sustainable corporate value based on the management philosophy
described in the preceding article will build relationships of trust with and meet the expectations of shareholders,and investors, customers, business partners, employees, local communities and others (“Stakeholders”). Basedon its management philosophy, the Company seeks to interactively communicate with the Stakeholders and tobuild a corporate governance system that is effective as the basis for ensuring transparency of its management.
The Company believes that constructive dialogue with shareholders and investors is particularly important forenhancing corporate value over the medium- to long-term. Therefore, the Company strives to understand theperspectives of shareholders and investors and respond appropriately.

Chapter 2

Securing Rights and Equal Treatment of Shareholders

Article 4
General meeting of shareholders
The Company regards the general meeting of shareholders as the highest decision-making body and shallensure an adequate period for shareholders to exercise their rights and establish an environment in whichshareholders can appropriately exercise their voting rights. Moreover, considering that meeting of shareholders
is an opportunity for constructive dialogue with shareholders, the Company shall hold general meetings ofshareholders at a location with good access, by avoiding as much as possible the days when general meetingsof shareholders of other listed companies are concentrated. In the event that the Board of Directors determinesthat it is not appropriate, in light of the interests of shareholders, to hold a general meeting of shareholders at
a designated venue due to the spread of an infectious disease or the occurrence of a natural disaster, the Boardof Directors may hold a general meeting of shareholders without a designated venue. The Company shalldisclose reference documents and other materials on its web pages. For shareholders who are unable to attend
a general meeting of shareholders, it shall adopt the method of sending voting instructions forms to suchshareholders and the method of using the Internet.
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If a shareholder indicates in advance his/her intention to exercise voting rights of shares held under the nameof a trust and banking company, etc., the Company shall discuss the treatment of the matter with the trust andbanking company, etc. Diverse exercise of voting rights based on instructions from substantial shareholders ismade available by the Company.
Taking into consideration the ratio of institutional investors and overseas investors in its shareholders, theCompany shall introduce a platform for electronic exercise of voting rights and disclose the English version
of notice of convocation of general meeting of shareholders (reference materials) on its web pages.
In the event that a substantial number of negative votes has been cast at a general meeting of shareholders
against a proposal by the Company, it shall analyze the reasons for the opposing votes from the substantial
number of shareholders at a meeting of the Board of Directors held after the close of the general meeting ofshareholders and take measures for response, including referring to policies of voting advisory companies, etc.
Article 5Securing equal treatment of shareholders
The Company shall hold financial results briefings no less than four times a year and business strategy
meetings no less than twice a year, in principle, and with regards to business strategy meetings, post the videoof the briefings on its web pages for viewing by all shareholders equally. Moreover, regarding rights ofminority shareholders prescribed by the Companies Act, the Company shall give due consideration in
facilitating exercise of minority shareholder rights by stipulating the method of exercising their rights in its
Share Handling Regulations.
In order to substantially secure equal treatment of all shareholders and contribute to appropriate exercise of
their rights, the Company shall implement necessary information disclosure as appropriate by providing
documents whose disclosure is legally required and by posting information, including English translation, on
its web pages and integrated reports.
Article 6
Capital policies
Regarding capital policies, which are targeted at raising the optimum amount of capital that will maximize theperformance of shareholders’ equity, the Company shall raise capital based on the stage of its business. The
Company shall also increase the performance of shareholders’ equity by allocating cash generated from its
business to investments to enhance its corporate value in the medium- to long-term and by returning it toshareholders to strengthen shareholder returns without holding unnecessary shareholders’ equity.
The Company shall provide explanations of its capital policies through individual investor relations interviews,
financial results briefings held twice a year in principle, business strategy meetings, integrated reports andother means.
Article 7
Cross shareholding
The Company has a policy of not holding its cross shareholdings, in principle, and cross-holds shares forstrategic holding purposes only if doing so is deemed to be consistent with the Group's medium- to long-term
strategies.
Article 8
Protection of shareholders’ rights
When the Company implements capital policies that involve changes in control or significant dilution, it shallfully consider the interests of existing shareholders, and the Board of Directors shall discuss and decide upon
the necessity of such policies from the perspective of shareholders. The Company shall provide sufficient
explanations to shareholders to demonstrate that these capital policies contribute to the enhancement of theCompany’s corporate value.
Chapter 3

Relationships with Stakeholders

Article 9
Code of conduct
The Company established the Code of Conduct for the Nippon Gas Group Officers and Employees forstakeholders to realize the Company’s management philosophy. To foster a corporate culture and climate inwhich the rights of stakeholders are respected, each of the Officers and employees shall recognize theimportance of conducting sound business activities in compliance with laws, regulations and social norms.
The Company believes that this business attitude will build sound trade relations with stakeholders as well as
contribute to the development of society and lead to the earning of a high degree of trust and recognition fromsociety through the Group’s business activities.

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Related party transactions
In planning a transaction with Officers, major shareholders or other related parties, the Company shall observe
the Company Act, other relevant laws and regulations, the Regulations of the Board of Directors and otherinternal rules, and obtain the approval of the Board of Directors, as necessary. The approval of the Board of
Directors shall be subject to confirmation of the appropriateness and economic rationality of the contemplatedtransaction, including whether the content thereof is based on general trading conditions.
2. When a transaction approved by the Board of Directors is executed, the content thereof shall be reported at a
meeting of the Board of Directors in accordance with relevant laws and regulations, and internal rules. The
Company established a monitoring system for preventing the exacerbation of concerns that the interests of theCompany and common interests of shareholders would be impaired.
Article 11
Performance of functions as asset owner of corporate pensions
The Company is not considered an asset owner of corporate pensions because the Company has not introduceda corporate pension system.
Article 12
Relationships with Stakeholders
The Group considers that amicable relationships with shareholders are important for sustained growth of acorporation and this concept is stipulated in the Group’s management philosophy.
2. The Group believes that the active roles of diverse human resources can be a significant engine for a
corporation’s growth.
3. The Group shall establish the Group Help Line (internal contact: Audit Office, external contact: a law firm,
corporate auditor’s contact: a Full-time Corporate Auditors), an internal whistle-blowing system, by
establishing the Group Helpline Regulations. Further, the Company shall establish a system for early detection,
prevention of recurrence, and minimization of risks, and conduct compliance-focused management, giving
utmost consideration to the privacy of whistleblowers, including officers and employees of the Group, andexplicitly stipulating in its internal rules that the content of whistleblower reports shall be kept confidential
and that dismissal or any other disadvantageous treatment of whistleblowers shall be prohibited.

Chapter 4

Information Disclosure

Article 13
Information disclosure
Considering that disclosure of important financial and non-financial information is necessary for obtaining theappropriate understanding of Stakeholders, the Company shall implement appropriate information disclosure
pursuant to the Companies Act, the Financial Instruments and Exchange Act, other relevant laws andregulations and the rules prescribed by the Tokyo Stock Exchange, positively disclose in information provision,other than disclosure required under laws and regulations, and ensure that information provided by theCompany is clear and highly useful for all the stakeholders.

Chapter 52.

3.

Corporate Governance System

Article 14
Institutional design
The Company regards the enhancement of transparent management, the realization of Stakeholder satisfaction
through the fulfillment of its management philosophy and the permanent improvement of corporate value asimportant management tasks.
The Company has elected to operate as a company with a board of corporate auditors. It shall establish an
optimized governance system that is highly transparent to Stakeholders by ensuring that the Board of Directors,
which includes no less than two Outside Directors, makes final decisions regarding important issues througheffective use of Corporate Auditors’ functions based on close collaboration with the Board of Corporate
Auditors, which includes no less than two Outside Corporate Auditors, and enhancing the function to supervise
management.
In addition to the Board of Directors, the Company shall also establish Management Meeting to which theauthority for the execution of business realizing the content of its resolutions is to be delegated. Further, as acomplementary mechanism to the Board of Directors, the Company shall establish the NR&E Committee asa voluntary advisory committee. Based on these systems, the Company shall realize the sustained corporate
value improvement through the evolution of its offensive and defensive management and by quickly and4flexibly responding to changes in the business environment, with the Group working together as one.

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Article 15
Roles and responsibilities of the Board of Directors
The Board of Directors comprises Internal and Outside Directors, and it shall be an appropriate size thatenables prompt decision making and supervision.
Matters to be referred for discussion in meetings of the Board of Directors shall be stipulated in the Regulationsof the Board of Directors. Moreover, the Company advances the transfer of authority to Management Meetingand departments responsible in accordance with the Regulations of Management Meeting and the Regulationsof Administrative Authority in order to expedite decision making in the execution of business. The Board of
Directors oversees the effectiveness of overall business operations in order to promote efficient businessexecution.
The Board of Directors shall communicate major directions in corporate strategies and management plans, etc.
based on the management philosophy and provide an environment that supports the management team toassume appropriate levels of risk.
The Board of Directors shall formulate a management plan according to changes in the business environmentand shall confirm the degree of attainment of the said plan. If there is a shortfall, its causes and corrective
measures shall be disclosed in reports, etc. and reflected in the management plan for the next and following
year.
In terms of internal control, the Company has established the Internal Control System Committee and its
subordinate organs, which include the Group Compliance Committee, the Group Risk Management
Committee, the Information Disclosure Committee, and the Internal Control Working Group, putting in placea structure for the execution of business in an efficient manner. The Internal Control Working Group overseesinternal control over financial reporting and appoints its members to assess the development and operation ofGroup-wide control and of each business process. Internal control reports based on the Financial Instruments
and Exchange Act are referred to the Board of Directors, which uses them to confirm the effectiveness ofinternal control. The Board of Directors evaluates the operation of the internal control system and reviews thesystem.
The Board of Directors shall formulate the Company's final policy on sustainability initiatives as discussed by
the NR&E Committee and supervise the execution of operations in accordance with such policy.
To implement the matters described in the preceding paragraphs, the Board of Directors shall have a structurewith an optimal scale that consists of members who have extensive capabilities in a balanced way.
Article 16
Operation of the Board of Directors
A meeting of the Board of Directors shall be conducted by a chair in such a manner that promotes and ensures
free, vigorous and constructive discussion about issues and questions presented by the Outside Directors or
Outside Corporate Auditors.
The secretariat of the Board of Directors shall deliver meeting materials to the Board members in advance,and provide other information as necessary, upon request from Outside Directors or Outside Corporate
Auditors.
Schedules for meetings of the Board of Directors shall be determined in an annual plan.
Article 17
Roles of Corporate Auditors and the Board of Corporate Auditors
Based on the recognition of their fiduciary responsibility to shareholders and with the aim for continuous
improvement of corporate value of the Company, Corporate Auditors shall audit, as an independent organ, theDirectors’ performance of their duties.
To ensure fair decision making, Corporate Auditors shall participate in meetings of the Board of Directors,
examine contents of agenda and provide advice for facilitating discussions. Moreover, Corporate Auditors
shall provide information to and exchange opinions with Outside Directors at meetings of the Board of
Directors and through other opportunities for the purpose of contributing to Outside Directors’ efforts to collectinformation.
Corporate Auditors shall implement the following measures for improving audit functions:(1) Exchange of information, etc. in collaboration with the Audit Office and the accounting auditor and byholding Three-Way Auditing; and(2) Full-time Corporate Auditors shall conduct audits of lawfulness of the Company’s business operations
by means of participation and declaration of opinions in the Management Meeting, Internal Control
System Committee and other important meetings, on-site audits of the Company’s business offices,
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exchange of opinions with Representative Directors, interviews with Executive Officers and division
managers and inspection of important management documents and through the use of various othermethods, according to audit policies and plans determined by the Board of Corporate Auditors.
The Board of Corporate Auditors shall consist of all Corporate Auditors including the Outside Corporate
Auditors and it shall prepare audit reports. In addition, the Board shall determine in accordance with laws andregulations and the Articles of Incorporation, etc. various matters, including audit policies and methods ofinvestigating the status of the Company’s business operations and financial affairs and other mattersconcerning the Corporate Auditors’ performance of their duties.
The Company shall appoint one or more Corporate Auditors who have appropriate knowledge and insight
regarding financial affairs and accounting.
The Board of Corporate Auditors shall seek to collaborate with the Audit Office and managers of eachdepartment in conducting audits and with accounting auditors’ firms to hold regular discussions.
Article 18
Responsibilities and obligations of Directors and Corporate Auditors
Recognizing their fiduciary responsibility to shareholders, Directors and Corporate Auditors shall holddialogues with Stakeholders through various opportunities and conduct themselves based on the perspectivethat improvements in corporate value will contribute to the interests of shareholders.
Article 19
Roles and responsibilities and obligations of Independent Outside Directors
Based on their professional knowledge, Independent Outside Directors of the Company shall participate indiscussions about agenda submitted to the Board of Directors, including those regarding management policies,
investment, human resources (appointment and dismissal of top-level executives) and approval of conflict-ofinterest transactions, express opinions and engage in voting, thereby conducting supervision over important
decision making, etc. of the Board of Directors. Moreover, Independent Outside Directors shall monitor any
conflict of interests between the Company and the management team or controlling shareholders, etc. andexpress their opinions regarding agenda, etc. involving minority shareholders, etc., from their standpoint
independent from the management team.

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Article 20
Accounting auditor
The Board of Corporate Auditors shall formulate criteria for the selection of accounting auditors in theRegulations of the Board of Corporate Auditors and confirm the independence of the accounting auditor bytaking into consideration the opinions of Outside Corporate Auditors.
The Board of Corporate Auditors shall endeavor to secure audit schedules and systems and ensure theimplementation of appropriate audits by the accounting auditor.
The accounting auditor, the Board of Corporate Auditors and Audit Office shall hold Three-Way Auditing
regularly (quarterly, in principle). Moreover, at the request of the accounting auditor, interviews shall be held,
as appropriate.
In the event that the accounting auditor finds fraud, etc., it shall report to the Board of Corporate Auditors. The
Company shall establish a system under which opinions of lawyers shall be sought depending on theimportance of these issues and such events shall be disclosed promptly as necessary.
Article 21
Policies and procedures for appointment and dismissal of Directors, etc. and nomination ofcandidates for Directors and Corporate Auditors
Candidates for Directors, man Executive Officers (“Directors, etc.”) and Corporate Auditors shall be
nominated from among those persons, regardless of gender, age and nationality, who can fully carry out theirduties by sufficiently taking into consideration each candidate’s personality, insight, etc. All Executive Officers
shall be mandate-based Executive Officers.
The nomination and dismissal of candidates for Directors and Executive Officers shall be proposed to theBoard of Directors by the NR&E Committee, which is an advisory body to the Board of Directors, following
discussion, and the Board of Directors shall approve the proposal. The nomination and dismissal of candidates
for Corporate Auditors shall be proposed to the Board of Corporate Auditors by the NR&E Committee, after
deliberation, and upon obtaining the consent of the Board of Corporate Auditors, the Board of Directors shallapprove the proposal. Proposals for the appointment of candidates for Directors and Corporate Auditors andthe dismissal of Directors and Corporate Auditors which have been approved by the Board of Directors shallbe submitted to a general meeting of shareholders.
Criteria for assessing the independence of outside Officers of the Company shall be governed by the
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independence standards prescribed by Tokyo Stock Exchange.
At least two Independent Outside Directors shall be appointed as part of the members of the Board of Directors.
Career backgrounds, etc. of each Director and Corporate Auditor and reasons for the election of candidates for
Outside and Internal Directors and Corporate Auditors shall be disclosed in reference materials attached to
notices of general meeting of shareholders and integrated reports, etc. Reference materials attached to noticesof general meeting of shareholders shall be posted under IR News on the Company’s web pages. In addition,
career summaries, etc. of mandate-based Executive Officers shall be described in integrated reports.
Article 22
Policies and procedures for determining remuneration for Directors, etc.
Performance-linked portions are included in the monthly compensation of Directors, etc. Remuneration for
Directors, etc. is determined by the Representative Director, Chief Executive Officer and the Officer in chargeof the Human Resource Department, who receive a mandate from the Board of Directors based on theevaluation of independent outside evaluators with deep insights into management, after receiving the approval
from the NR&E Committee. Moreover, the Company has introduced a BIP (Board Incentive Plan) trust system
under which stock-based compensation comprises a certain ratio of remuneration with the aim that the
Directors, etc. share common interest with shareholders over the medium- to long-term.

Chapter 6

Preconditions for Ensuring Effectiveness of the Board of Directors and the Board of Corporate
Auditors

Article 23
Concurrent holding of positions
The status of concurrent holding of important positions by Directors and Corporate Auditors and by candidates
for Directors and Corporate Auditors shall be disclosed in notices of general meeting of shareholders andsecurities reports.
Article 24
Assessment of effectiveness of the Board of Directors
The Company shall assess the effectiveness of the Board of Directors according to the following process anddisclose a summary of the results.
- Each Director of the Company shall assess the performance of his/her own duties, etc. every fiscal year andreceive an appraisal upon an interview with an independent third-party expert (member of evaluationcommittee) based on the self-assessment.
・ With the involvement of a third party, a questionnaire shall be administered to members of the Board of
Directors regarding items such as (1) the structure and operation of the Board of Directors, (2) strategy andimplementation, (3) risk and crisis management, (4) corporate ethics, and (5) dialogue with shareholders.
・ Based on each Director’s self-assessment of their performance and the results of the above questionnaire,the overall effectiveness of the Board of Directors shall be analyzed and assessed after obtaining analysis
results from a third-party financial institution.

Chapter 7

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Obtainment of Information and Support System

Article 25
Access to internal information by Directors and Corporate Auditors
Directors and Corporate Auditors may obtain information regarding the Company as necessary.
The contact point for requests for documents from Outside Directors and Outside Corporate Auditors shall be
the secretariats of the Board of Directors and the Board of Corporate Auditors.
The Company shall establish a system to ensure that Outside Directors, Corporate Auditors or the Board of
Corporate Auditors may seek advice from outside specialists at the expense of the Company when it is deemednecessary for the performance of their duties.
Article 26
Policy for training of Directors and Corporate Auditors
The Company has set the rule that a Director shall acquire information, knowledge and insight required as an
Officer of the Company by utilizing external training, etc. The Company shall support the training by bearing
the training cost. In addition, compliance training sessions shall be given to Directors and Corporate Auditors
by a corporate lawyer at least once a year. Moreover, several Directors shall be dispatched to a higher-levelspecialized training institution each year with the aim of developing their competencies for becoming membersof the management team in the future. Further, in order to help Outside Directors and Outside Corporate
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Auditors to fully perform their functions, the Company shall provide, on a continuous basis, information
regarding the status of the business, financial affairs, organizations, etc. of the Group to respective Outside
Directors and Outside Corporate Auditors according to their job functions. Corporate Auditors of the Company
shall become members of Japan Audit & Supervisory Board Members Association and participate in various
training sessions held by the Association.

Chapter 82.

3.

Policy on Constructive Dialogue with Shareholders

Article 27
Dialogue with shareholders
The Company recognizes the importance of constructive dialogue with shareholders outside of the general
meeting of shareholders, and shall create various opportunities for such dialogues. According to theCompany’s basic policies, Representative Directors and other Officers shall listen to shareholders, provide
easy-to-understand, explicit explanations of the management policy and endeavor to appropriately handle
dialogue with shareholders.
Senior Managing Executive Officer, Corporate Headquarters, General Manager, shall be responsible forreceiving requests for interviews from shareholders, investors, etc. and shall make arrangements so that
Representative Director, Chief Executive Officer and other Officers positively respond to such requests. In
addition, the Company established a section dedicated to investor relations within Corporate Headquarters inorder to provide support regarding financial affairs, business, legal affairs, etc., including those of affiliatedcompanies. In addition to individual interviews, the Company shall hold financial results briefings four times
a year and business strategy meetings two times a year and post the video of the briefings under IR News on
its web pages. Moreover, it shall invite investors to hold IR events at random times. Further, useful opinions
and requests from shareholders and investors acquired through its investor relations activities and management
issues shall be appropriately reported to the management team, the Board of Directors, etc. to use them forbusiness improvement.
In implementing these initiatives, the Company shall not transmit any unpublished important facts toshareholders in dialogues with them from the perspective of complying with insider trading regulations, etc.
Article 28
Formulation and announcement of management strategies and plans
In light of changes in the world such as the deregulation of energy and diversifying needs, the Company shall
explicitly disclose its basic strategies based on expected capital costs. Basic strategies and earnings plans forthe medium- to long-term based on the basic strategies shall be disclosed in the Company’s integrated reports,
etc.

Chapter 9

Establishment, revision and abolition

Article 29
The establishment, revision and abolition of these Guidelines shall require a resolution of
the Board of Directors.
Established on January 27, 2016
Revised on June 28, 2017
Revised on June 28, 2018
Revised on December 13, 2018
Revised on June 24, 2020
Revised on June 24, 2021
Revised on December 2, 2021
Revised on June 22, 2022
Revised on June 27, 2023
Final revision on June 25, 20248