Nippon Sheet Glass : Other Matters Subject to Measures for Electronic Provision for the 158th Ordinary General Meeting of Shareholders (Matters Omitted from Delivered Paper-Based Documents)

Note: This document is a translation for the convenience of non-Japanese speakers. In the event of any discrepancy between this translation and the original Japanese document, the latter shall prevail.

To Our Shareholders Start date of electronic provisioning measures 28 May 2024

Other Matters Subject to Measures for Electronic Provision for the 158th Ordinary General Meeting of Shareholders

(Matters Omitted from Delivered Paper-Based Documents)

• "Matters Related to the Stock Acquisition Rights, etc." in the
  Business Report ························································1

• "Systems to Secure appropriateness of businesses" in the

Business Report ························································2

• Consolidated statement of changes in equity ·····················6
  ④ Notes to the Consolidated Financial Statements ·················8
  ⑤ Statement of changes in net assets ······························ 32
  ⑥ Notes to the Financial Statements ································ 33

Nippon Sheet Glass Company, Limited

Among the matters subject to electronic provision measures, the above matters are not

included in the document sent by mail to shareholders who requested paper delivery based on the laws and Article 14 of the Articles of Incorporation.

Matters Related to the Stock Acquisition Rights, etc.

Stock Acquisition Rights (Stock Options) as for Compensation Owned by Directors and Executive Officers as of the End of the Fiscal Year

						Type and Number of
			Exercise		No. of Stock	Shares to be Issued	No. of
Category	Name	Issue Price	Exercise Period	Acquisition	with the Exercise of
Price	Holders
				Rights	Stock
						Acquisition Rights
Directors	Stock acquisition rights	¥ 4,975.1	¥ 1 per	From 28 Sep 2008 to		1,300 Common shares
(excluding	issued in Sep. 2008	13	(100 Common shares	1
per share	share	27 Sep 2038
(Stock- compensation type)		per right)
External
Directors)	Stock acquisition rights	¥ 2,551.2	¥ 1 per	From 1 Oct 2009 to		2,600 Common shares
and	issued in Sep. 2009	26	(100 Common shares	1
per share	share	30 Sep 2039
(Stock- compensation type)		per right)
Executive
Stock acquisition rights					2,200 Common shares
Officers	¥ 1,394.2	¥ 1 per	From 1 Oct 2010 to
	issued in Sep. 2010	22	(100 Common shares	1
	per share	share	30 Sep 2040
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 1,262.8	¥ 1 per	From 15 Oct 2011 to		3,600 Common shares
	issued in Oct. 2011	36	(100 Common shares	1
	per share	share	14 Oct 2041
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 214.3	¥ 1 per	From 29 Sep 2012 to		16,800 Common shares
	issued in Sep. 2012	168	(100 Common shares	2
	per share	share	28 Sep 2042
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 882.8	¥ 1 per	From 16 Oct 2013 to		27,600 Common shares
	issued in Oct. 2013	276	(100 Common shares	3
	per share	share	15 Oct 2043
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 900.9	¥ 1 per	From 1 Oct 2014 to		17,200 Common shares
	issued in Sep. 2014	172	(100 Common shares	3
	per share	share	30 Sep 2044
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 749.6	¥ 1 per	From 1 Oct 2015 to		27,100 Common shares
	issued in Sep. 2015	271	(100 Common shares	3
	per share	share	30 Sep 2045
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 656.29	¥ 1 per	From 15 Oct 2016 to		39,500 Common shares
	issued in Oct. 2016	395	(100 Common shares	3
	per share	share	14 Oct 2046
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 775.06	¥ 1 per	From 30 Sep 2017 to		40,500 Common shares
	issued in Sep. 2017	405	(100 Common shares	3
	per share	share	29 Sep 2047
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 1,117.66	¥ 1 per	From 27 Jul 2018 to		35,700 Common shares
	issued in Jul. 2018	357	(100 Common shares	3
	per share	share	26 Jul 2048
	(Stock- compensation type)		per right)
	Stock acquisition rights	¥ 669.97	¥ 1 per	From 25 Jul 2019 to		42,400 Common shares
	issued in Jul. 2019	424	(100 Common shares	3
	per share	share	24 Jul 2049
	(Stock- compensation type)		per right)
Total	－	－	－	－	2,565	256,500 Common	3
shares

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Systems to Secure appropriateness of businesses

Systems to Ensure that Execution of Duties by Executive Officers are Compliant with Laws and Articles of Incorporation and to Secure Appropriateness of Businesses

1. System for ensuring that the performance of duties by Executive Officers and employees of the Company, and directors, statutory auditors and employees of the subsidiaries of the Company (collectively referred to as the "Group

Employees") complies with laws, regulations, and the Articles of Incorporation

• On the basis and strength of the management principles "Our Vision", the NSG Group (the "Group") aims to ensure high levels of ethics and compliance throughout the Group in conducting businesses, proactively fulfilling its social responsibilities for the sustainable growth.
• Under the management principles "Our Vision", the Group establishes the "NSG Group Code of Ethics" providing business ethics and compliance with laws/regulations/internal policies and procedures, and uses its internal communication network to continually disseminate and provide educational training about the contents of the Code of Ethics for the Group Employees, together with other important internal policies and procedures of the Group (e.g. Group Policies, procedures or manuals).
• Each Strategic Business Unit ("SBU") and function in charge of securing compliance with the relevant laws and regulations, will monitor such compliance status in coordination with Internal Audit function, and also report it to the Audit Committee.
• The Group establishes a Group central function responsible for developing and maintaining the effective framework of ethics and compliance throughout the Group (hereinafter generally referred to as "Ethics and Compliance Function").
• Ethics and Compliance Function will, throughout the Group,:-
• • work closely with regional team in charge of ethics and compliance matters to promote and ensure compliance by adherence to strict standards and to promote ethics and compliance awareness through communication and training programs; and
  • as it may deem necessary, conduct audits in cooperation with Internal Audit function and other Internal Control Functions.
• Ethics and Compliance Function will also report to the Audit Committee.
• The Group establishes a global reporting of concerns hotline not subject to usual reporting structure for execution of the businesses ("hotline"), which enables the Group Employees to voice any ethics and compliance related issues through an independent external vendor as points of contact; whereby the Group ensures the framework under which it is able to promptly detect and address any such issues.
• Ethics and Compliance Function shall, periodically or from time to time as appropriate, update the Audit Committee on the status of the implementation and operation of the hotline as well as on the issues brought from the hotline.
• The Group Employees can make a report via the hotline with anonymity where legally allowed, and the Group must explicitly guarantee that no retaliation or unfavorable personnel treatment will be taken against the Group Employees in question for reason of the report.

2. Rules relating to the management of the risk of loss and other relevant risk management system with respect to the Group

 The Group establishes internal policies and procedures to adequately address various risks associated with its business operations and identify and manage all possible risks in a holistic way throughout the enterprise that it could be exposed to. For effective facilitation of the overall enterprise risk management, the Group constitutes the Strategic Risk Committee which is to be led by Chief Risk Officer under a representative executive officer of the Company and reports to the Management Committee and the Audit Committee, with its assigned responsibilities to conducts a review of the status regularly of identification, evaluation and remediation of the major risks identified and aim to ensure adequate framework in operation of risk management conducted by and throughout the Group.

 The Group establishes internal policies and procedures that clearly define how to treat specific risks associated with such as ethics and compliance, environment, safety, disaster management, product quality, information security, funding, raw material procurement, research and development and credit control, and each SBU and function shall manage such risks in their respective areas of responsibility according to these internal policies and procedures.

 The Group shall make sure that Ethics and Compliance Function manages and controls significant ethics and compliance-related risks including by preparation of adequate internal policies and procedures, in cooperation with Internal Control Functions including Legal and Internal Audit function.

 Risk control measures will be managed and taken, as necessary, including risk diversification and insurance on a

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group basis. In particular the Group establishes the internal policy on group insurance and takes out and renews global insurance program annually thereby aiming to secure adequate transfer of material risks of the Group.

• The Group develops and has in place policies and procedures to prepare against and deal with major incidents for risk management purposes that may occur globally or regionally.
• The Group establishes the control system to ensure the integrity of its financial reporting as well as the appropriateness and timeliness of other corporate disclosures.

• The Group establishes the Internal Audit Department that operates at the Group level, and the department conducts audits independently of each Executive Division, providing assurances to the effectiveness and efficiency of the Group's risk management system. Any appointment and dismissal of the Head of the Internal Audit Function, shall require the prior consent of the Audit Committee.

3. System for retaining and managing information pertaining to Executive Officers' performance of duties

• Executive Officers properly retain and manage documents, records and any other information regarding their performance of duties in accordance with the applicable laws and internal policies and procedures.

4. System for ensuring effective and efficient performance of duties by the Group's Employees

• The Group formulates an annual business targets for the Group based upon its medium to long-term business plans resolved by the Board. Also it clearly communicates the targets throughout the whole organization to ensure that all Group businesses are managed and coordinated in a consistent manner.
• The Board establishes the basic policy on sustainability on a group basis and supervises its development and implementation status.
• The Board authorizes the Executive officers to make decisions on the business and affairs of the Group Board within the remit permitted by law.
• The Group establishes the Management Committee comprising the Executive Officers as its core member. Discussions and deliberations at the meetings thereof will be of assistance for the Executive Officers to make bold and prompt decisions on the Group businesses in an effective and efficient way, under the framework of the Group's basic policies and goals set by the Board.
• The Board appoints the Company Secretary, the Company Secretary is who occupies a unique position between the Board and the Executive Division, is responsible for
• • Rendering of support for Directors on governance issues
  • Matters concerning General Meeting of Shareholders and the Company's Shares
  • Facilitation for efficient functioning of the Board of Directors and each Board Committee
  • Ensuring the appropriate sharing and consistency of information between the Board of Directors and each such Committee and between the Board of Directors (Committees) and the Executive Division
  • Reviewing of effective processes and considering and promoting initiatives so that the Board of Directors (Committees) may perform their functions effectively.
• The Group clearly defines the area of duties and responsibilities assigned to respective Executive Officers and other Group Employees pursuant to the resolutions by the Board and those internal policies and procedures providing for allocation of role/duties and authorities.
• The Group prepares for internal policies and procedures in relation to various internal meeting or conference structures within the Group including in relation to Management Committee and ensures that all business decisions for the Group be made in manner complied with the standards and process for deliberation provided in such policies and procedures.
• The Group develops and maintains information systems that improve the efficiency of business operations.

5. Reporting-line structure within the Group

• The reporting-line structure will be built up and maintained within the Group for each and every SBU and function formed on a group-wide basis.
• The Group formulates the internal policy with respect to the management of the Company's subsidiaries which ensures each material subsidiary to notify the Company regularly of the matters relevant to it regarding: internal audit, finance, treasury, taxation, human resources, labor relations, pensions, health and safety, investor relations, legal, ethics and compliance, environment and any other areas related to internal controls and the status of risks or exposures associated with such areas.
• Internal audit will conduct internal audits on a group basis and report to Directors and Executive Officers..

6. Systems to ensure effectiveness of audits conducted by the Audit Committee

• The Audit Committee, as a part of oversight function of the Board, is tasked to audit execution of duties by Directors and Executive Officers, on the basis of this Fundamental Policy on Internal Control System, from a viewpoint of whether:-
• • an internal control system is established, maintained and implemented by the Executive Officers in an
  • • 3 -

appropriate manner;

• • and this Fundamental Policy itself is still valid or requires no improvement.
• For the purpose of securing effectiveness of such audit:-
• • the Audit Committee may have its members attend Management Committee meetings and other important meetings of the Group. When other forms of decision-making processes are used in lieu of discussion at a meeting, the Audit Committee has the right of access to any information related to or used in such decision-making processes;
  • the Audit Committee may, as it deems necessary, interview any of those Group Employees with senior positions to obtain information necessary to conduct its audits;
  • the Audit Committee receives regular reports about the current risk exposures of the Group with respect to the followings from departments and functions responsible therefore:-
  • • sustainability, internal audit, risk management, finance, treasury, taxation, human resources, labor relations, pensions, health and safety, investor relations, legal, ethics and compliance, environment and any other areas related to internal controls;
  • the Audit Committee has the right of access to any material corporate document containing material information including but not limited to papers used for Management Committee meetings and internal approval documents;
  • the Audit Committee receives explanation from the Executive Officer in charge of financial affairs on the Group's quarterly and full-year financial statements before they are presented to the Board for reporting or approval;
  • the Audit Committee shall meet with Internal Audit function and Accounting Auditor on a regular basis to obtain necessary information; and
  • Members of the Audit Committee may conduct onsite inspections of the Group's major sites to monitor the status of the business and assets when it deems further necessary to do so in light of the purpose of audit prescribed above in this section.

7. System for reporting by the Group's Employees to the Audit Committee and other systems concerning reporting to the Audit Committee

 Directors and Executive Officers shall report the followings to the Audit Committee immediately when:-

• an individual has found any fact that could have a substantially adverse effect on the Group
• a Group Employee has committed or could be considered to commit such an act as may constitute a violation of any law, regulation or the Articles of Incorporation.

• Without prejudice to generality of the foregoing section, the Audit Committee may request any of the Group Employees to prepare and submit such reports as it deems necessary for audit.
• The Group explicitly guarantees that no retaliation or unfavorable personnel action in any manner should be taken against those who report to the Audit Committee by reason of such reporting.

8. Matters relating to Directors and/or Employees who support the execution of duties by the Audit Committee

• The Group shall establish an Audit Committee Office that assists the execution of duties by the Audit Committee, and shall assign such number of employees as it deems necessary for the performance of its functions
  (hereinafter referred to as "Support Staff of the Audit Committee").
• Under the instructions of the Audit Committee members, Support Staff of the Audit Committee shall:-
• • by themselves, or by liaising with relevant departments, investigate, analyze or report the matters subject to its audit, and
  • where necessary, assist the Audit Committee in conducting onsite inspections of the Group's major sites to monitor the status of their business and assets.

1. Matters relating to i) independence of the above Directors and/or Employees from Executive Officers, and ii) how to ensure effectiveness of Audit Committees' instructions thereto
    Decisions on personnel matters of Support Staff of the Audit Committee shall require the prior notice to and consent of the Audit Committee.
    The head of Support Staff of the Audit Committee shall be prohibited from concurrently holding any position that may be involved in the execution of businesses and affairs of the Group, and shall report only to the Audit Committee.
2. Matters relating to policy with regard to advance payment or, reimbursement of the expenses incurred (but limited only to those to accrue relating to execution of duties of the Audit Committee), or any other treatment of such expenses and debts
    If a member of the Audit Committee requests an advance payment of the expenses to be incurred in the course of his performance of the duties or otherwise makes such requests as provided in each section of article 404.4 of
3. • 4 -

the Companies Act, the Company shall not refuse such request except where the Company proves that the said expenses or debts relating to such request is not necessary for the performance of the duties of the committee member in question.

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NIPPON SHEET GLASS CO. LTD. & GROUP COMPANIES

Consolidated statement of changes in equity (for the period of 1 April 2023 to 31 March 2024)

						(in JPY millions)
		Equity attributable to the Company's shareholders
							Retained
							earnings
	Called up	Capital		Stock	Retained		(Transition
	Treasury stock	subscription		adjustment at
	share capital	surplus	earnings
		rights		the IFRS
							transition
							date)
1 April 2023	116,756	155,746	(42)	426	(86,675)		(68,048)
Comprehensive income for
the year:
Profit for the year					10,633
Other comprehensive					(403)
income
Total comprehensive	-	-	-	-	10,230		-
income for the year
Hyperinflation adjustment					21,513
Transactions with owners:
Dividends paid					(1,950)
Share-based compensation	28	25
with restricted shares
Stock options	69	69		(138)
Purchase of treasury stock			(1)
Total transactions with	97	94	(1)	(138)	(1,950)		-
owners
At 31 March 2024	116,853	155,840	(43)	288	(56,882)		(68,048)

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	Equity attributable to the Company's shareholders
						Non
	Exchange			Total other	Total equity
			controlling	Total equity
	Fair value	Hedging	attributable to
	translation	reserve	reserve	comprehens	the Company's	interests
	reserve			ive income	shareholders
1 April 2023	(20,632)	(8,808)	8,317	(21,123)	97,040	27,828	124,868
Comprehensive income for
the year:
Profit for the year				-	10,633	297	10,930
Other comprehensive	12,447	(2,639)	(12,418)	(2,610)	(3,013)	(15,942)	(18,955)
income
Total comprehensive	12,447	(2,639)	(12,418)	(2,610)	7,620	(15,645)	(8,025)
income for the year
Hyperinflation adjustment				-	21,513	18,655	40,168
Transactions with owners:
Dividends paid				-	(1,950)	(1,275)	(3,225)
Share-based compensation				-	53		53
with restricted shares
Stock options				-	-		-
Purchase of treasury stock				-	(1)		(1)
Total transactions with	-	-	-	-	(1,898)	(1,275)	(3,173)
owners
At 31 March 2024	(8,185)	(11,447)	(4,101)	(23,733)	124,275	29,563	153,838

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Notes to the consolidated financial statements (English translation)

Summary of significant accounting policies

1. Preparation of Consolidated Financial Statements

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) with some omissions of disclosure items pursuant to the latter part of the first paragraph, Article 120 of the Ordinance for Companies Accounting.

2. Scope of consolidation

Number of consolidated subsidiaries and name of major consolidated subsidiaries

Number of consolidated subsidiaries is 178. Major consolidated subsidiaries are;

NSG Building Products Co., Limited, Pilkington United Kingdom Limited, Pilkington Automotive Limited, Pilkington Technology Management Limited, Pilkington Deutschland AG, Pilkington Automotive Deutschland GmbH, Pilkington Automotive Poland Sp. z.o.o., Pilkington Italia S.p.A., NSG Glass North America, Inc., Pilkington North America, Inc., Vidrieria Argentina S.A., Pilkington Brasil Limitada, NSG Vietnam Glass Industries Limited, NSG Holding (Europe) Limited, NSG UK Enterprises Limited, Pilkington Group Limited, Vidrios Lirquen S.A.

3. Application of equity method

Number of joint ventures and associates accounted for by the equity method and name of major joint ventures and associates

Number of Joint ventures and associates accounted for by the equity method is 18 (Cebrace Cristal Plano Limitada and other 17 affiliated companies).

4. Accounting policies and practices

1. Financial instruments
   The Group mainly classifies its financial instruments in the following categories: financial assets and liabilities held at amortized cost, and financial assets held at fair value through other comprehensive income.
   Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. The evaluation considers the characteristics of the cash flows generated by the investments and the Group's business model rationale for holding the investments.

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1. Financial assets and liabilities at amortized cost
   Assets within this category are included in the Group's balance sheet as receivables. Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date and these are classified as non- current assets. Loans and receivables are included in trade and other receivables in the balance sheet.
   Liabilities in this category are included in the balance sheet either as financial liabilities - borrowings, or as trade and other payables. Financial liabilities - borrowings predominantly arise from the Group's lending facilities arranged with its banks, classified either as current liabilities for maturities within 12 months, or non-current for maturities later than 12 months. Liabilities in this category have fixed or determinable payments to debt holders and are not quoted in an active market. Trade and other payables arise when the Group receives goods and services form its suppliers and is similarly split into current and non-current liabilities dependent on the time period expected before settlement.
   Financial assets and liabilities at amortized cost are carried at amortized cost using the effective interest method, unless the asset or liability arises through the normal course of business with payments terms that indicate that the group is neither granting a financing arrangement to its suppliers or receiving one from its customers. Where no financing arrangement exists than the asset, or liability classified as a receivable or payable, is held at amortized cost.
   The Group applies the expected credit loss method to receivables balances and considers individual provisions for specific balances where appropriate. This involves considering likely credit losses for a group of receivables using a range of forward looking scenarios. A provision for impairment of trade receivables is established with respect to an individual receivable when the Group will not be able to collect all amounts due according to the original terms of trade. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The expected credit loss method applied to a group of receivables can result in a provision being created even when on an individual basis, the Group expects each receivable to be converted to cash with no loss arising. The movement in receivables provisions is recognized in the income statement. Same methodology is also applied to contract assets balances.

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