[Translation for Reference and Convenience Purposes Only]
Note1. This document has been translated to English from the Japanese original for reference andconvenience purposes only. In the event of any discrepancy between this translated document and
the Japanese original, the Japanese original shall prevail. Pictures, graphs, charts and some reference
matters in the Japanese original have been omitted from this translated document.

Other Electronic Matters related to the 20th Ordinary
General Meeting of Shareholders (matters omitted fromthis convocation notice) (Excerpt)- System to Ensure the Appropriateness of Business Operations
and Implementation Status of Such Systems;- Basic Policy on the Control over the Company;- Consolidated statement of changes in equity;- Notes to consolidated financial statements;- Statement of changes in equity; and- Notes to non-consolidated financial statements.
[From April 1, 2023- to March 31, 2024]

Nippon Sanso Holdings Corporation

Among the electronically provided information, the following are to be omitted from the documents to bedelivered to shareholders who requested paper copies in accordance with the provisions of applicable
Japanese law and Article 17 of our Articles of Incorporation: “System to Ensure the Appropriateness ofBusiness Operations and Implementation Status of Such Systems”; “Basic Policy on the Control over theCompany”; “Consolidated statement of changes in equity”; “Notes to consolidated financial statements”;“Statement of changes in equity”; and “Notes to non-consolidated financial statements”
Note2. “Consolidated statement of changes in equity”; “Notes to consolidated financial statements”;“Statement of changes in equity”; and “Notes to non-consolidated financial statements” arestipulated in the Japanese original version only and omitted from this English translated version.

System to Ensure the Appropriateness of Business Operations and Implementation
Status of Such Systems
1) Overview of internal control system
The system to ensure the appropriateness of business operations (“internal control system”) specified
by the Companies Act and the Regulations for Enforcement of the Companies Act, is determined by aresolution adopted at the Board of Directors, as follows.
Part of the system was revised at the Board of Directors meeting held on March 22, 2024, including
the change of the rules referenced in “2. Matters concerning storage & management of information
related to the execution of duties by directors” corresponding to the amendment and abolishment of
information security related policies and rules.

1. System for confirming the execution of duties by Company Group directors & employees
complies with laws/regulations & Articles of Incorporation
・The directors of the Company shall determine the basic policy of compliance in the Group andestablish an organization and rules to ensure its effectiveness.
・The Group Chief Compliance Officer (hereinafter referred to as “Group CCO”) is assigned to
the Company, and a Regional Chief Compliance Officer (hereinafter referred to as “Regional
CCO”) is assigned to each region. The Group CCO is in charge of supervision of compliancepromotion activities in the Group, and the Regional CCO is in charge of supervision ofcompliance promotion activities in its region.
・The Group CCO and Regional CCO shall strive to enhance and establish the Group's compliancepromotion activities.
・The “Global Compliance Committee” is held by the Group CCO on a regular basis, to share thecompliance promotion policy and contents of compliance promotion activities in each region,and to discuss on the respective issue as necessary.
・The Company shall establish a whistle-blowing mechanism in Japan and overseas to ensure asystem that allows us to report compliance violations within the Group and the possibility ofsuch violations without suffering any disadvantage.
・In order to ensure the reliability of financial reporting, an internal control reporting system shallbe established and its effective and efficient operation and evaluation shall be carried out.
・The Company’s audit department shall carry out an internal audit of the operational status of theabove organizations, institutions and systems.
2. Matters concerning storage & management of information related to execution of duties bydirectors
・Information related to the execution of duties by directors shall be appropriately stored andmanaged based on the Information Security Policy, etc., established under the Information
Security Management System of the Group.
・The above storage and management system shall allow relevant information to be kept available
to directors and the Audit & Supervisory Board members.
・ The Company’s internal audit department shall carry out an internal audit of the above
operational status.
3. Regulations & other systems for managing Group risk of loss
・The directors of the Company shall determine the basic policy of risk management in the Groupand establish an organization and rules to ensure its effectiveness.
・Risk management shall be carried out by the department in charge of the relevant field, and the
Global Risk Management Committee shall be established to select important risks for the entire
Group and formulate countermeasures.
・The Company’s internal audit department shall carry out an internal audit of the operational
status of the above organization and institutions.
-1-4. System to ensure efficient execution of duties by Group directors
・In order to ensure the efficient execution of duties by directors, the Board of Directors shallpractice reasonable division of duties and appoint appropriate executive officers.
・The Representative Director and President shall execute his duties based on the basic policy
specified by the Board of Directors, and discuss and decide on the necessary issues at the
management meeting.
・The Global Strategy Review Committee shall formulate the Group's management strategy andmanage its progress.
・A medium-term Group management plan shall be formulated, quantitative and qualitative targets
shall be set to achieve the plan, and performance management shall be carried out throughquarterly monitoring.
5. System to ensure appropriateness of Group operations
・The Group shall manage its business based on the above policy, group management rules andother related regulations, and compliance promotion, risk management and other systems thatmake up the internal control system shall cover the entire Group. As a holding company, theCompany shall support setting up and operating the internal control system of each Group
company while respecting the independence of each Group company, and shall manage suchinternal control system according to the prevailing situation.
・The Company’s internal audit department shall cooperate with the internal audit department ofeach Group company, and shall grasp and evaluate the status of setting up and operating theinternal control system in the Group through the audit of each Group company.
6. System for appointment of employees sought by Audit & Supervisory Board members to assistthem
The Audit & Supervisory Board shall have a secretariat established as an organization forassisting the duties of the Audit & Supervisory Board members and as an entity independent of
the command and order of directors. Dedicated employees shall be assigned to the secretariat.
7. Matters for securing independence of above employees from directors & ensuring effectivenessof instructions given to such employees
・Employees of the Audit & Supervisory Board’s secretariat mentioned in the preceding item shallnot receive the command and order of directors when receiving an order necessary for audit
work from the Audit & Supervisory Board members.
・The evaluation of the above employees shall be carried out by the Audit & Supervisory Board
members, and the prior consent of the Audit & Supervisory Board members shall be obtained
for their transfer, disciplinary action, etc.
8. System for reporting to Audit & Supervisory Board members, system for ensuring no
unfavorable treatment of anyone reporting to Audit & Supervisory Board members
・The Audit & Supervisory Board members and directors shall hold regular meetings to share
information, and directors and employees shall report the following matters 1) to 5) to the Audit& Supervisory Board members without delay in addition to legal matters.
・The Company’s directors and employees, and the directors, the Audit & Supervisory Board
members and employees of each Group company shall report to the Company’s department incharge regarding matters corresponding to 4) or 5) below, and may also report directly to the
Audit & Supervisory Board members or the Audit & Supervisory Board.
・It is prohibited for anyone who has made a report to the Audit & Supervisory Board members
specified in this item to be treated unfavorably because of the report.
1) Contents decided by directors regarding important matters that affect the management of
the Company or each Group company;
2) Results of internal audits conducted by the department in charge of the Company or eachGroup company;
3) Among the whistle-blowing cases, any matter that has a significant impact on the
management of the Company or each Group company;
4) Matters that violate compliance and have a significant impact on the management of theCompany or each Group companies;
5) Among matters related to poor quality and product defects, matters that have a significant
impact on the management of the Company or each Group company.
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9. Policy related to processing of expenses or debts incurred in the Audit & Supervisory Board
members’ execution of duties
When an Audit & Supervisory Board member requests prepayment or reimbursement of expenses
for the execution of his/her duties, the request shall be met promptly unless it is deemed that theexpenses or debts related to the request are not necessary for the execution of the relevant Audit& Supervisory Board member’s duties.
10. Other systems to ensure effective audits by Audit & Supervisory Board members
The Audit & Supervisory Board shall cooperate with the internal audit department, and shallreceive a prior report on the audit plan of an accounting auditor and regularly receive reports on
audit results, etc. to maintain close relations with the accounting auditor in order to supervise theaccounting auditor and ensure the independence of the accounting auditor from directors.

2) Operational status of internal control system
1. Operational status of compliance
The Company strives to enhance and establish the Group's compliance promotion activities, andunder the initiative of Group Chief Compliance Officer (Group CCO), a Regional Chief Compliance
Officer (Regional CCO) is assigned to the zones where our business is conducted, and develops
compliance promotion activities in response to risks in each zone.
As for compliance promotion in overseas regions, under the initiative and supervision of Group
CCO, Regional CCOs in the United States, Europe, East Asia, Taiwan, Southeast Asia, India, andAustralia promoted compliance activities, such as training in accordance with the regional compliancerisks.
In order to promote our compliance in Japan, the persons in charge of compliance promotion who
were appointed for domestic Group companies, including the Company, Taiyo Nippon Sanso
Corporation, and Thermos K.K., by the Taiyo Nippon Sanso Group CCO implemented compliancetraining.
In the Global Compliance Committee held by the Group CCO, we exchanged information onvarious compliance themes, discussed the issues to be solved to promote compliance training and theoperational issues in the whistle-blowing mechanism, while confirming the compliance promotion
policy, sharing the status of compliance promotion activities in each region and the progress status oflawsuit.
The contents of Global Compliance Committee are reported to the Board of Directors.
We also have a whistle-blowing channel in place in each domestic and overseas Group company
for early discovery and correction of compliance violations. For each whistle-blowing case, we
respond with remedy action, recommendations, etc. based on thorough investigations, thus leading toformulation of countermeasures to prevent any recurrence. In the specific operation of the whistleblowing mechanism, we thoroughly protect whistle-blowers and prohibit their detrimental treatment.
2. Operational status of information security
The Company established the Global Information Security Council (GISC) and established andimplemented an information security program based on the latest methods to respond to information
security threats.
Specific activities for the fiscal year include the establishment of cyber security evaluation targets
for all Group companies, including overseas, using an external information security evaluation
platform. All subsidiaries achieved the targets.

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GSIC performed analysis of the security incidents that occurred within the Group and implemented
a corrective measure, and the knowledge acquired from the incidents was applied to enhance theInformation Security Road Map of the Group.
The Global Information Security Team which is a subordinate organization of GISC, recruited two
information security managers responsible for Southeast Asia, India, and China, as well as a manager
in charge of IT governance, risk management, and compliance to establish the Information Security
Management System for the Group.
The revision of the Information Security Policy was approved by the Board of Directors and will
become effective from April 2024.
In addition, several Group companies performed security assessments for control systems for the
purpose of identifying cyber security risks for production facilities and establishing a security strategy
for the control systems.
Furthermore, a platform for raising Group-wide security awareness was introduced to ensure strong
information security consciousness among employees, and the “Cyber Judgment” campaign
commenced targeting all employees globally.
The campaign included employee training, ongoing penetration test for all major Group companies,
and expansion of the scope to Group companies with smaller number of employees. To evaluate theeffectiveness of security management, some Group companies conducted ransomware resilienceassessments.
To prepare for information security risks, the Company has concluded cyber security insurance
covering all Group companies.
Sharing of knowledge such as the above and collaboration between GISC and other departments
enables the directors and Audit & Supervisory Board members to access information for execution of
their duties.

3. Operational status of risk management
Based on the Nippon Sanso Holdings Corporation Global Risk Management Regulations, under the
initiative of the Representative Director and President as CEO, the Company assigned the risk
management supervision manager and person in charge of risk management promotion respectively
for Taiyo Nippon Sanso Corporation, Matheson Tri-Gas, Inc., Nippon Gases Euro-Holding S.L.U.,
Thermos K.K., and Asia & Oceania business, to evaluate the management risk from the medium- tolong-term viewpoint and formulate and promote countermeasures.
Also, for the purpose of enhanced risk management of the whole Group, we held the Global Risk
Management Committee in February, discuss the important management risks for the entire Group
from the medium- to long-term viewpoint, while sharing the risk evaluation results and risk
management status based on the common evaluation standard for the Group.
Furthermore, the Risk Management Liaison Meeting is held with key Group companies to confirm
risk information and the status of risk response and share best practices among the Group.
As for technological risks associated with security, the environment, product quality/safety, andintellectual property, we confirmed efforts made by each Group company at the Global Strategy
Review Committee held in February and determined a policy framework for initiatives to be taken asa holding company. Our technological risks liaison committee, whose members are responsible
managers in the area of security, the environment, product quality/safety, and intellectual property of
the Company and Group companies, holds a meeting twice a year, and we work on the issues raisedby the committee.
The contents of the risk management activities mentioned above are reported to the Board of Directors.
-4-4. Operational status of duties of directors
At the Board of Directors, the contents of duties commissioned to directors who execute the duties
are determined by the resolution, and six executive officers are appointed. Also, important operational
matters delegated to the Representative Director and President in accordance with corporate
governance principles are discussed at management meetings and are subject to a final decision by the
Representative Director and President.
Before the meeting of the Global Strategy Review Committee in February to propose the budget of
the next fiscal year to the Board of Directors, the optimal allocation of resources in the whole Groupis examined, while checking details of strategies of each operating company.
5. Operational status of the system to ensure appropriateness of Group operations
Important matters on the Group companies’ operations, such as huge investment, require approval
at a management meeting or by the Board of Directors of the Company. Also, the Representative
Director and President or CFO, etc. has meetings with the responsible manager of each businesssegment on a regular basis, to receive reports on performance, security & compliance activities, etc.,
and to discuss issues to ensure operational appropriateness in the Group companies.
Besides, in the important committees for internal control system of the Group, namely, the Global
Compliance Committee, the Global Risk Management Committee, and the Global Strategy Review
Committee, the representatives of business segments attend to discuss issues which have an impact for
the whole Group.
6. Operational status of internal audit
The Group has audit organizations in Japan, the U.S.A., Europe, and Southeast Asia, and conducts
operational audits in each region. The Corporate Audit Office of the Company is regularly in close
cooperation with the audit departments in the regions mentioned above to check and evaluate theoperational status of the internal control system of the whole Group, and conduct audits of theCompany, Asian & Oceanian Group companies, and Thermos K.K.’s Group companies by itself. Its
audits focused on checking legal compliance and internal control in major operational processes, basedon the individual risk factors.
To carry out technical audit, the Group has audit organizations in Japan, the U.S.A., and Europe,and conducts audits of operations in each region. The Sustainability Management Office of theCompany is in close cooperation with the audit departments in the regions mentioned above to checkand share the status of management of technological risks of the whole Group, and conduct a technicalaudit of Asian & Oceanian Group companies and Thermos K.K.’s Group companies by itself. Its audits
focused on checking the operational status of security management. To carry out a high-quality audit,
the Group has audit organizations in Japan, the U.S.A., Europe and Thermos K.K., and conducts auditsof operations in each region. The Sustainability Management Office is in close cooperation with theaudit departments in the regions mentioned above to check and evaluate the establishment andoperational status of the quality management system of the whole Group and conduct quality auditsof the Asia & Oceania region. Its audits focused on confirming consistency, storage, and managementof quality records.
7. Operational status of financial reports
We distributed internal control checklists to the Company and Group companies to continue
improving business quality and ensure the efficiency of internal control related to financial reports.
Each company’s self-assessment was confirmed by the Corporate Audit Office and the accounting
auditor based on documented evidence, and matters deemed to have insufficient control were correctedon the part of relevant companies.
-5-8. Operational status of audit by Audit & Supervisory Board members
The Audit & Supervisory Board members attended internal important meetings such as meetings ofthe Board of Directors and management meetings. They had interviews with the top management
including directors and executive officers, accessed important approval documents, and conducted
audits of domestic and overseas Group companies, etc., in accordance with the audit policy & plan
decided by the Audit & Supervisory Board. Any matter that has a significant impact on the
management of the Company or each Group company was reported directly or via the Company’s
responsible department to the Audit & Supervisory Board, and it was found that no one who reported
such a matter was treated unfavorably because of his or her reporting.
Also, the Audit & Supervisory Board made efforts to improve effectiveness of audits, by
maintaining close relations with the internal audit department and the accounting auditor, supervising
the accounting auditor, and regularly exchanging information, opinions, etc. with outside directors.
The Audit & Supervisory Board have a secretariat established as an organization for assisting theduties of the Audit & Supervisory Board members and as an entity independent of the command andorder of directors. Dedicated two employees are assigned to the secretariat. The employees of the
Audit & Supervisory Board’s secretariat mentioned above do not receive commands or orders fromdirectors after they are authorized by the Audit & Supervisory Board members to carry out audit work.
Also, the evaluation of the above employees is carried out by the Audit & Supervisory Board members.
The expenses necessary for or debts incurred in the Audit & Supervisory Board members’ executionof duties are promptly processed.
Other than the above, we are operating our internal control system in a proper manner to ensure theappropriateness of business.

-6-Basic Policy on the Control over the Company
I. Basic policy regarding what anyone controlling Company’s policy decisions on finance& business should be
The Company makes it a fundamental principle that anyone controlling the Company’s policy
decisions on its finance and business must fully understand the Company’s management philosophy,
sources of corporate value, relationship of trust with stakeholders supporting the Company, etc., andsecure and improve the Company’s corporate value, as well as common benefits of shareholders, inthe long term.
Shares in the Company, a listed enterprise, are authorized to be traded freely through the stock market
by many shareholders and investors. Should a major purchase or takeover bid be proposed, we do notrule it out totally as long as it contributes to securing and improving corporate value of the Company
and, eventually, common benefits of shareholders.
We believe that final judgment on whether or not to accept such a major purchase offer, etc. should
be subject to the intention of shareholders.

II. Initiatives contributing to realization of basic policy
We are taking the following initiatives so that many investors may continue investment from a longterm perspective and that corporate value of the Company and, eventually, common benefits ofshareholders, may be improved.
We believe that these initiatives will contribute to realizing the above basic policy regarding control
over the Company.

1. Initiatives to improve corporate value
In May 2022, in order to implement the Group Philosophy and Group Vision, the Company
announced the “NS Vision 2026/Enabling the Future” (period: four years from April 2022 to March
2026), which is the first medium-term Group management plan after its shift to the current holding
company structure.
Under the business operation structure of four global business segments & Thermos business, weformulate five key strategies (I. Promote the sustainable management, II. Explore business
opportunities for a carbon-neutral society, III. Expand electronics business, IV. Pursue operational
excellence, V. DX strategy leading to the generation of new value). By putting these strategies into
action, we will aim to enhance the Group’s collective strength and to achieve further growth, and will
strive to improve corporate value while contributing to a brilliant and bright future for human beings,
society, and the earth.
2. Initiatives to improve corporate value by enhancing corporate governance
The Company’s Board of Directors has formulated corporate governance principles that will guideour corporate governance. The Company believes it the essence of corporate governance to ensuretransparency and objectivity in decision-making, based on the positions of shareholders, customers,
employees, regional communities, etc., from the perspective of seeking the Group’s sustained growthand long-term improvement in corporate value, and to make effective use of management resources wehave and boost management vitality through swift and resolute decision-making. We are striving to
improve corporate governance along the lines of fundamental thinking as follows.
(1) Respect shareholders’ rights and ensure equality.
(2) Consider the benefits of shareholders and other stakeholders, and work in partnership with them in
an appropriate manner.
(3) Disclose corporate information in a timely and appropriate manner to ensure transparency.
(4) Improve the effectiveness of the Board of Directors’ function of supervising business execution by
separating supervisory and executive functions.
(5) Conduct constructive dialogue with shareholders to contribute to the Group’s sustained growth andmedium- to long-term improvement in corporate value.
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Also, to implement the internal control system, the Company makes efforts to enhance our lawabiding spirit and corporate ethics, based on “the Nippon Sanso Holdings Group Code of Conduct.”and operates a framework built as stated in the aforementioned “System to Ensure the Appropriatenessof Business Operations and Implementation Status of Such Systems.”
The Company will build deeper trust with our stakeholders, including shareholders, clients, andemployees, by working on the aforementioned initiatives, etc., and will aim to stably enhance corporate
value from the medium- to long-term viewpoint.

3. Initiatives to prevent inappropriate parties from controlling Company’s decision-making on
finance & business in light of its basic policy
Against any party trying to make massive purchases of shares in the Company, we will takeappropriate measures, to the extent permitted by relevant laws such as the Companies Act and the
Financial Instruments & Exchange Act, including the pursuit of information necessary and sufficientfor shareholders to judge the advisability of such a move, coupled with the disclosure of opinions of
the Company’s Board of Directors, and the securing of time for shareholders to examine such an issue.
4. Board of Directors’ judgment of our specific initiatives & its reasoning
The Company’s Board of Directors believes that the initiatives described in the above II. 1. 2. and 3.
items are in accordance with the basic policy described in item I., matching the corporate value of theGroup, including the Company, and eventually common benefits of shareholders, and that these
initiatives are not intended to maintain the positions of the Company’s officers.
-End of document(Notes) Figures in the above tables are shown based on the following method.
1. In the amount of money shown in millions of yen, figures less than a million are omitted.
2. In the number of shares shown in thousands of shares, figures less than 1,000 are omitted.
3. Shareholding and investment ratios are rounded off at the third decimal point.

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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 so on the Tokyo Stock Exchange, which is where its common stock is listed and primarily trades.
NSHD’s disclosures are not intended 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 orentity 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 informationnecessary 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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