On May 15, 2023, NC Holdings Co., Ltd., announced in its press release that it has decided to oppose the proposals submitted by Asset Value Investors Limited for the General Meeting of Shareholders to be held in June 2023. The proposals are as follows, (i) Amendment to Articles of Incorporation (Number of Board Members): Limit the number of Board Members to 13 instead of 12, (ii) Appointment of 2 Directors: Appoint Mr. Jiro Yasu and Mr. Philip Partnow as Board Members, (iii) Amendment to Articles of Incorporation (Strategy Review Committee), (iv) Amendment to Articles of Incorporation (Policy on response to large-scale purchase of company shares), (v) Amendment to Articles of Incorporation (Issuance of shares), (vi) Amendment to Articles of Incorporation (Distribution of surplus), (vii) Appropriation of Surplus: 65 Yen per share of common stock, less the total amount of dividends from surplus per share of common stock proposed and approved by the company's shareholder other than the proposer at this Ordinary General Meeting of Shareholders (viii) Determination of compensation for performance-linked and restricted stock compensation plan for directors: For sustainable growth, it is necessary to implement a medium-long term performance based remuneration plan. The company opposes the proposals for the following reasons, (i) This proposition is proposed solely so that the proposal on appointment of directors does not conflict with maximum number of directors stipulated in Articles of Incorporation.

There is no need or rationality for company to increase the number of directors, (ii) The ratio of outside directors already exceeds two-thirds and the shareholders have themselves evaluated the composition as effective. Further, the audit committee has determined that all of the director candidates in this proposal are unsuitable., (iii) This proposal would distort the company's governance structure and is unreasonable for the shareholder to force a listed company to change its Article of Incorporation in areas related to execution of company's business, (iv) The shareholder fears that its current position of holding more than 21% of voting rights will be jeopardized with not takeover defense measures in place hence, it is clear that this is a proposal for self-preservation, (v) This proposal will give the shareholder the right to veto a third party allotment of shares which would hinder the company's ability to raise funds flexibly. This is also a proposal for self-preservation by the shareholder, (vi) and (vii)It is necessary for the company to secure a certain level of cash on hand and the payment of dividends from retained earnings will make it difficult for the company to continue and stabilize its business, (viii)The purpose of this proposal is to provide incentives to Mr. Yasu and Mr. Partnow however, with a restricted stock compensation plan already in place, there is no need to introduce a performance linked plan.