[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 19th 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, 2022- to March 31, 2023]

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”
However, for the shareholders meeting, we will send paper copies stating the electronically provided
information, excluding the foregoing items, to all shareholders regardless of a request for this Meeting.
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.

-0-System to Ensure the Appropriateness of Business Operations and Implementation
Status of Such Systems
1) Overview of internal control system
The framework for ensuring the appropriateness of business (“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.

1. Framework 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 of such
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 Management Regulations and other related
regulations based on the Information Management Basic Policy of the Group.
・The above storage and management system shall allow relevant information to be kept available
to directors and members of the Audit & Supervisory Board.
・ 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 shall practicereasonable 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 shallbe set to achieve the plan, and performance management shall be carried out through quarterly
monitoring.
5. System to ensure appropriateness of Group operations
・The Group shall manage its business based on the above policy, group management rules and otherrelated regulations, and compliance promotion, risk management and other systems that make up
the internal control system shall cover the entire Group. As a holding company, the Company shallmaintain and operate the internal control system while respecting the independence of each Group
company. The Company shall support and manage it according to the prevailing situation.
・The Company’s internal audit department shall cooperate with the internal audit department of eachGroup company, and shall grasp and evaluate the status of setting up and operating the internal
control system in the Group through the audit of each Group company.
6. System for appointment of employees sought by Audit & Supervisory Board (hereinafter,
sometimes referred to as “A&S Board”) members to assist them
The Audit & Supervisory Board shall have a secretariat established as an organization for assisting
the duties of A&S 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 effectiveness of
instructions given to such employees
・Employees of the Audit & Supervisory Board’s secretariat mentioned in the preceding item shall notreceive the command and order of directors when receiving an order necessary for audit work from
A&S Board members.
・The evaluation of the above employees shall be carried out by A&S Board members, and the priorconsent of A&S Board members shall be obtained for their transfer, disciplinary action, etc.
8. System for reporting to A&S Board members, system for ensuring no unfavorable treatment ofanyone reporting to A&S Board members
・A&S Board members and directors shall hold regular meetings to share information, and directors
and employees shall report the following matters 1) to 5) to A&S Board members without delay inaddition to legal matters.
・The Company’s directors and employees, and the directors, A&S Board members and employees ofeach Group company shall report to the Company’s department in charge regarding matterscorresponding to 4) or 5) below, and may also report directly to A&S Board members or the Audit &Supervisory Board.
・It is prohibited for anyone who has made a report to A&S Board members specified in this item to betreated unfavorably because of the report.
1) Contents decided by directors regarding important matters that affect the management of theCompany or each Group company;
2) Results of internal audits conducted by the department in charge of the Company or each Group
company;
3) Of the whistle-blowing mechanism, any matter that has a significant impact on the managementof 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.
-2-

9. Policy related to processing of expenses or debts incurred in A&S Board members’ executionof duties
When an A&S 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 the expenses
or debts related to the request are not necessary for the execution of the relevant A&S Board
member’s duties.
10. Other systems to ensure effective audits by A&S Board members
The Audit & Supervisory Board shall receive a prior report on the audit plan of an accounting
auditor, regularly receive reports on audit results, and make other efforts in cooperation with theinternal audit department to maintain close relations with the accounting auditor in order tosupervise the accounting auditor and ensure the independence of the accounting auditor fromdirectors.

2) Operational status of internal control system
1. Operational status of compliance
The Company strives to improve and gain support for compliance across the Group, and under the
initiative of Group Chief Compliance Officer (Group CCO), a Regional Chief Compliance Officer(Regional CCO) is assigned to the eight zones where our business is conducted, and develops
compliance promotion activities in response to risks in each zone.
As for the compliance promotion in overseas regions, under the initiative and supervision of Group
CCO, Regional CCOs in North America, Europe, East Asia, Taiwan, Southeast Asia, India, andAustralia, promoted compliance activities, such as training in response to compliance risks in theregions.
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 discussed the issues to be solved
to implement compliance training, and the operational issues in the whistle-blowing mechanism, while
sharing the compliance promotion policy, the status of compliance promotion activities in each region,and the progress status of lawsuit.
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 forearly discovery and correction of compliance violations. For each whistle-blowing case, we respondwith 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
Due to the escalation of global geopolitical tensions and the ongoing conflict between Ukraine andRussia, there has been a surge in malicious cyber activities worldwide. These actions are carried out
by groups with support from national governments and criminal organizations. Their objectives
include disrupting corporate operations, sabotaging critical national infrastructure, and profiting
through fraud and extortion.

-3-

The Company established the Global Information Security Council (GISC) to address these risks.
GISC leads the Group companies to ensure compliance with the NSHD Group IT Security Standards,
reducing the information security risk on a Group basis.
Specific activities include the enhancement of initiatives to raise employee security awareness toimprove employees’ ability to respond to phishing and business fraud e-mails. In addition, a global
information security incident reporting program was rolled out to gather details of incidents fromGroup companies around the world to enable the Company to respond to threats and improve security
accordingly. Furthermore, security assessment, on-site investigation, and penetration tests enabled the
management to gain a deeper understanding of the Company’s security system and prepare appropriate
improvement plans.
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 Representative Director and President as CEO, the Company assigned the risk management
supervision manager, and person in charge of risk management promotion respectively in Taiyo Nippon
Sanso Corporation, Matheson Tri-Gas, Inc., Nippon Gases Euro-Holding S.L.U., Thermos K.K., andAsia & Oceania region, to evaluate the risk from the managerial and medium- to long-term viewpoint,
formulate countermeasures, and promote taking actions.
Also, for the purpose of enhanced risk management of the whole Group, we held the Global Risk
Management Committee in February, discuss the important risks for the entire Group from the
managerial and 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 meets to confirm risk information and the statusof 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 as a holding
company. Our technological risks liaison committee, whose members are responsible managers in thearea of security, the environment, product quality/safety, and intellectual property of the Company andGroup companies, holds a meeting twice a year, and we work on the issues raised by the committee.
The contents of the risk management activities mentioned above are reported to the Board of
Directors.

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 Group is
examined, while checking details of strategies of each operating company.

-4-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 andPresident or CFO, etc. has meetings with the responsible manager of each business segment 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, therepresentatives 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., and Europe, and conducts audits of operations ineach region. The Corporate Audit Office of the Company is in close cooperation with the audit departments in
the regions mentioned above to check and evaluate the operational status of the internal control system of thewhole Group, and conduct audits of the Company, 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.
To carry out technical audit, the Group has audit organizations in Japan, the U.S.A., and Europe, andconducts audits of operations in each region. The Sustainability Supervision Office of the Company is in close
cooperation with the audit departments in the regions mentioned above to check and share the status ofmanagement of technological risks of the whole Group, and conduct a technical audit of Asian & OceanianGroup companies and Thermos K.K.’s Group companies by itself. Its audits focused on checking theoperational status of security management.
Besides, both operational and technical audits were conducted on-site or remotely, depending on the situationof the COVID-19 pandemic.

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 selfassessment was confirmed by the Corporate Audit Office and the accounting auditor based on documented
evidence, and matters found deficient were corrected on the part of relevant companies.

8. Operational status of audit by A&S Board members

A&S Board members attended internal important meetings such as meetings of the Board of Directors andmanagement 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 thatno 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, andregularly exchanging information, opinions, etc. with outside directors.
The Audit & Supervisory Board have a secretariat established as an organization for assisting the duties of
A&S Board members and as an entity independent of the command and order 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 from directors after they are authorized by A&S Board
members to carry out audit work. Also, the evaluation of the above employees is carried out by A&S Board
members.
The expenses necessary for or debts incurred in the A&S Board members’ execution of duties are promptly
processed.
Other than the above, we are operating our internal control system in a proper manner to ensure theappropriateness of business.

-5-Basic policy regarding corporate control
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 withstakeholders supporting the Company, etc., and secure and improve the Company’s
corporate value, as well as common benefits of shareholders, in the long term.
Shares in the Company, a listed enterprise, are authorized to be trade d freely throughthe stock market by many shareholders and investors. Should a major purchase or takeoverbid be proposed, we do not rule it out totally as long as it contributes to securing andimproving corporate value of the Company and, eventually, com mon benefits ofshareholders.
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 long-term perspective and that corporate value of the Company and, eventually,
common benefits of shareholders, 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 “Framework for ensuring
appropriateness of business & its operational status.”
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 decisionmaking 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--7-