June 28, 2024
To whom it may concern:
Company name:

Nippon Sanso Holdings Corporation

Name of representative: Toshihiko Hamada
Name of representative: Representative Director, President CEO(TSE Code: 4091, Prime Market of the TSE)
Contact person:

Takayoshi Umehara
General Manager, Public Relations(Phone: 81-3-5788-8513)

Matters concerning the controlling shareholder, etc.
Nippon Sanso Holdings Corporation (the “Company) hereby announces that the matters concerning thecontrolling shareholder, etc., of Mitsubishi Chemical Group Corporation (“MCG”), which is the Company’s
parent company, are as described below.
1. The trade name, etc., of the parent company, the controlling shareholder (excluding the parent company),
the other affiliated company, or the parent company of the other affiliated company(As of March 31, 2024)

Name

Attribute

Mitsubishi
Chemical GroupCorporation

Parent company,
major
shareholder, andprincipal
shareholder

Ratio of voting rights held (%)
VotingVotingrights
rightsTotal
directlysubject toheld
aggregation

Financial instruments
exchange, etc., on which
the issued shares, etc. arelisted50.7

Prime Market of theTokyo Stock Exchange,
Inc.

0.0

50.7

2. The Company’s position in the corporate group of the parent company, etc., and other relationships
between the Company and the parent company, etc.
The Company has entered into a capital and business alliance agreement with MCG to attain mutualobjectives, such as expanding sales, strengthening product competitiveness, and developing new markets
through extensive business collaboration, including capital relationships.
The Company operates its business based on its own management policies, and MCG imposes noparticular business constraints. Therefore, the Company recognizes that a certain degree of independence
is ensured.

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3. Matters concerning transactions with the controlling shareholder, etc. (April 1, 2023 to March 31, 2024)
Name of thecompany, etc.
Mitsubishi
ChemicalGroupCorporation

Description of relationship
Concurrent
assignments
Relationshipof officers,in effectetc.
Businessmanagement－

Description oftransaction

Amount oftransaction(Millions ofyen)

Account

Balance as ofthe end of the
fiscal year
(Millions ofyen)

Payment ofoutsourcing
fees*

1,361

－－

*Outsourcing fees to the parent company are determined based on operating expenses.

4. Status of implementation of measures to protect minority shareholders in transactions, etc. with thecontrolling shareholder
When entering into a transaction with its controlling shareholder, the Company has a policy to define
reasonable contractual conditions and prices in reference to other transactions and market prices.
Furthermore, the Company will obtain approval of the Board of Directors for any material transaction
with its controlling shareholder that is not included in the ordinary course of business. The Company
seeks to secure the objectivity and transparency of the Board of Directors in deliberations on transactions
with the controlling shareholder, by appointing five independent outside directors who are independentof the controlling shareholder so that they make up majority of the nine-member Board of Directors.

Important Notice – Trading of Nippon Sanso Holdings Corporation Common Stock, Disclaimer Regarding
Unsponsored American Depository Receipts
Nippon Sanso Holdings Corporation ("NSHD”) encourages anyone interested in buying or selling its common stock to do soon the Tokyo Stock Exchange, which is where its common stock is listed and primarily trades. NSHD’s disclosures are notintended to facilitate trades in, and should not be relied on for decisions to trade, unsponsored American Depository Receipts(“ADRs”).
NSHD has not and does not participate in, support, encourage, or otherwise consent to the creation of any unsponsored ADR
programs or the issuance or trading of any ADRs issued thereunder in respect of its common stock. NSHD does not represent
to any ADR holder, bank or depositary institution, nor should any such person or entity form the belief, that (i) NSHD has
any reporting obligations within the meaning of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) or (ii) NSHD’s
website will contain on an ongoing basis all information necessary for NSHD to maintain an exemption from registering its
common stock under the Exchange Act pursuant to Rule 12g3-2(b) thereunder.
To the maximum extent permitted by applicable law, NSHD and its affiliates disclaim any responsibility or liability to ADR
holders, banks, depositary institutions, or any other entities or individuals in connection with any unsponsored ADRs
representing its common stock.

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