NS : Notice of the Opinion of the Board of Directors regarding Shareholder Proposal

This document is an English translation of a

statement written initially in Japanese. The Japanese original should be considered as the primary version.

May 20, 2022

To Whom It May Concern:

Company name:	NS Solutions Corporation
Representative:	Hiroyuki Morita
	Representative Director & President
	(Code: 2327 Tokyo Stock Exchange)
Contact:	Takashi Kusaka
	Director, General Administration Dept.,
	Corporate Administration Bureau
	(TEL: [phone]）

Notice of the Opinion of the Board of Directors regarding Shareholder Proposal

NS Solutions Corporation ("NSSOL" or the "Company") received a document dated April 21, 2022 (hereinafter referred to as the "Shareholder Proposal Letter") from its shareholder, AVI Japan Opportunity Trust PLC (hereinafter referred to as the "Proposer"), presenting shareholder proposals (hereinafter referred to as the "Shareholder Proposals") concerning the agenda to be presented at the 42nd Ordinary General Meeting of Shareholders scheduled to be held in June 2022. Please be advised that, at the meeting of the Board of Directors held today, the Board has passed a resolution opposing the Shareholder Proposals as follows:

1. Details of and reasons for the Shareholder Proposals
2. 1. Agenda
   2. 1. Partial amendment of the Articles of Incorporation (1)
      2. Partial amendment of the Articles of Incorporation (2)
      3. Partial amendment of the Articles of Incorporation (3)
      4. Acquisition of treasury shares
   3. Summary of and reasons for the proposals
      As stated in [Appendix]. This Appendix contains the exact text of the original Shareholder Proposal Letter submitted by the Proposer.

1. Opinions of the Board of Directors on the Shareholder Proposals

1. Partial amendment of the Articles of Incorporation (1)

1. Opinion of the Board of Directors
   The Board of Directors objects to the Shareholder Proposal.

1. Reason for the objection
   It has always been NSSOL's understanding that promoting compliance, including harassment prevention is one of the most important issues in managing the company. The company has continuously improved its compliance system and implemented specific compliance measures. The NSSOL Group Code of Conduct (Global Business Conduct) expressly states that "we are dedicated to realizing safe, healthy and comfortable work environment and respecting personality and diversity of our employees" and sets forth its commitment to "prohibiting harassment." To this end, the company has been taking a proactive stance to prevent harassment as one of its important policies. Specific efforts taken by the company include: opinion survey of all employees on internal control, including harassment prevention; e-learning; harassment prevention training for all management-levelemployees; familiarizing employees with the Help Line through posting posters, Intranet posting, and other means; and utilizing and promoting female staff including assigning female employees as counselor.
   NSSOL established and continues to operate its Internal Reporting/Consultation Desk and External Reporting/Consultation Desk as "Help Line" to which its employees and partners who perform work for the company group and their family members can submit information concerning internal wrongdoing (whistleblowing). The Help Line accepts reports and requests for consultation concerning compliance issues including human rights violations such as harassment from all of them. To respond to each individual report or request for consultation, upon seeking external advice from attorneys and other external professional organizations, if necessary, we provide persons involved with instructions and education and take other appropriate measures to resolve the issue.
   In July 2020, the company established an Internal Control and Audit Department, which is responsible for PDCA, such as dealing with compliance issues, operating the Help Line, and developing basic policies. The Department periodically submits a report to the Board of Directors concerning the status of internal control PDCA and matters concerning risk management including ESG risks such as sexual harassment, power harassment, and other human rights violations.
   The company has also been taking various actions to realize a work environment where all employees can work energetically and can feel their own growth and contribution to the company's business.
   For example, in terms of promotion of female participation and career advancement, a high level of initiatives made by the company to promote changes to the way of working, including its efforts to create a system and climate to support female employees to keep balance between work and child care/family care or other life events was recognized, and NSSOL, among companies who implemented and submitted a notification of plan of action as provided for in the "Act on the Promotion of Female Participation and Career Advancement in the Workplace," received from the Ministry of Health, Labor and Welfare, "Eruboshi" certification as a company whose status of implementation of initiatives in the workplace is especially favorable, "Platinum Kurumin" certification as an outstanding "child care support" company under the "Act on Advancement of Measures to Support Raising Next-Generation Children," and "Tomonin" certification as a company who is committed to establishing a work environment where employees can keep balance between work and family care.
   Furthermore, in June 2021, NSSOL changed its organizational status to a company with an audit and

2

supervisory committee. Since then, the Audit and Supervisory Committee, in which external directors account for the majority of the members, is supervising the internal control system and conducting risk management, thereby ensuring the effectiveness of each of the measures taken by the company.

Therefore, we believe that adding the provision to the Articles of Incorporation as proposed is not necessary.

We also believe that provisions setting forth individual matters concerning the execution of business are not suitable as provisions of the Articles of Incorporation which provides basic rules of the company.

As explained above, the Board of Directors stands against the Shareholder Proposal.

1. Partial amendment of the Articles of Incorporation (2)
2. 1. Opinion of the Board of Directors
      The Board of Directors objects to the Shareholder Proposal.
   2. Reason for objection
      The company has cross-holding shares for the purpose of medium- to long-term improvement of corporate value through strengthening the relationship with its customers and vendors. The Board of Directors periodically verifies the appropriateness of holding of such cross-holding shares in a comprehensive manner based on the economic rationality and significance thereof, as well as according to its medium- to long-term business strategies and financial strategies.
      As the company publicly announced on April 28, 2022, the company is planning to sell cross-holding shares at the value of 20,000,000,000 yen in the next four years, and the funds acquired by such sale will be actively utilized for accelerated DX investment, M&A and other investment and finance, and business growth investment.
      We will continue to handle cross-holding shares based on these policies and plans, and thus we believe that adding to the Articles of Incorporation the provision as proposed is not necessary.
      We also believe that provisions setting forth individual matters concerning the execution of business are not suitable as provisions of the Articles of Incorporation which provides basic rules of the company.
      As explained above, the Board of Directors stands against the Shareholder Proposal.
3. Partial amendment of the Articles of Incorporation (3)
4. 1. Opinion of the Board of Directors
      The Board of Directors objects to the Shareholder Proposal.
   2. Reason for objection
      It is the company's basic policy to retain internal reserves to prepare for business growth and business risks and also to distribute profits through appropriate and stable dividends. Amid concerns of increasing uncertainty of the business environment, to prepare for the sustainable growth of its business and for unforeseeable situations, we believe that sufficient funds should be reserved internally, and the company manages these funds in consideration of high liquidity on hand and security.

3

The company recognizes, as risks associated with its business activities, not only the risk of the occurrence of large-scale and wide area natural disasters but also risks associated with creating highly advanced and complex information systems, risks associated with the provision of IT services including the occurrence of serious incidents related to cloud services, and the risk of leakage of customer information and other information security risks. IT services provided by the company play a vital role for its customers in conducting their business. With full awareness of its social responsibility in conducting its business, NSSOL is dedicated to engaging in proper risk management and ensuring that sufficient funds are reserved internally to prepare for such unforeseeable situations. We believe that strengthening the existence of the company through flexibly utilizing internal reserves to the maximum extent is critical for its shareholders and other stakeholders.

In relation to the utilization of internal reserves, as expressed in the medium-term business policy published last year, NSSOL, throughout the company, intends to work with its customers as their irreplaceable First DX Partner to acquire needs arising from promoting DX to the maximum extent and to expand its business by building a close relationship with its customers and solving issues toward the realization of DX. In particular, the company intends to focus its attention on, and actively invest its management resources into, the four focus areas leading the growth of its business: digital manufacturing; platformer support; digital

workplace solutions; and IT outsourcing, to accelerate the growth of the entire company. Toward the realization of business growth primarily in these focus areas, the company will actively strengthen its business infrastructure, accelerate DX investment toward the realization of "First DX Partner," and pursue M&A and other investments and finances. We believe that utilizing internal reserves toward the promotion of medium-termbusiness policy will lead to the continuous and stronger competitiveness of the company in the future.

The company manages a portion of cash on hand through CMS (Cash Management System) operated by its parent company, Nippon Steel. When managing these funds, while ensuring security is its top priority, the company makes its decision in a comprehensive manner in consideration of economic rationality, fluidity, and other conditions. Speaking in concrete terms, considering the fact that the interest rate through CMS management has been above the market interest rate and that funds can be withdrawn from CMS at any time based on the company's own decision, we believe that management of company funds through CMS does not harm the interest of the company's minority shareholders.

Therefore, we believe that adding to the Articles of Incorporation the provision as proposed is not necessary.

We also believe that provisions setting forth individual matters concerning the execution of business are not suitable as provisions of the Articles of Incorporation which provides basic rules of the company.

As explained above, the Board of Directors stands against the Shareholder Proposal.

4. Acquisition of treasury shares

1. Opinion of the Board of Directors
   The Board of Directors objects to the Shareholder Proposal.

4

1. Reason for objection
   NSSOL believes that maintaining and strengthening competitiveness in the future is important for increasing the company's value. As for the return to its shareholders, the company's basic policy is to ensure internal reserves to prepare for the growth of its business and to distribute appropriate and stable dividends to its shareholders, and as another option, to acquire treasury shares at an appropriate time in an appropriate manner.
   In relation to the utilization of internal reserves, as expressed in its medium-term business policy published last year, NSSOL, throughout the company, intends to work with its customers as their irreplaceable First DX Partner to acquire needs arising from promoting DX to the maximum extent and to expand its business by building a close relationship with its customers and solving issues toward the realization of DX. In particular, the company intends to focus its attention on, and actively invest its management resources into, the four focus areas leading the growth of its business: DX in manufacturing industry; Digital Platformer;
   Digital Workplace Solutions; and IT Outsourcing, to accelerate the growth of the entire company. Toward the realization of business growth primarily in these focus areas, the company will actively strengthen its business infrastructure, accelerate DX investment toward the realization of "First DX Partner," and pursue M&A and other investments and finances. We believe that utilizing internal reserves toward the promotion of medium-term business policy will lead to the continuous and stronger competitiveness of the company in the future.
   As for dividends, the company places importance on return of profits based on business performance on a consolidated basis, and aims to realize a dividend payout ratio of 30% on a consolidated basis.
   Based on this basic policy, the company has achieved steady profit growth, and annual dividend amount was gradually increased from 20 yen (for the period ending March 2012) to 66 yen (for the period ending March 2022) in the last ten years, meeting the expectations of its shareholders and other stakeholders.
   The company also acquired treasury shares at 30,000,000,000 yen in total during the periods ending March 2015 and March 2019. The company will continue to acquire treasury shares at an appropriate time in an appropriate manner from the perspective of improving its capital efficiency and implementing its capital policy in a flexible manner. The company aims to achieve sustainable growth and higher corporate value, while taking into consideration the capital efficiency.

The Proposer is also proposing that the company acquire treasury shares through discounted TOB or other means from specific shareholders. However, we believe that when considering the acquisition of treasury shares, the basic principle should be that buy / sell decisions by each one of our shareholders should be respected.

As explained above, the Board of Directors stands against the Shareholder Proposal.

5