3D Investment Partners Issues Open Letter to NSSOL’s Outside Directors Requesting a Meeting to Discuss the General Meeting Voting Results and the Board’s Plan for Responding to Clear Public Shareholder Feedback

TOKYO: 3D Investment Partners Pte. Ltd., which provides discretionary investment management services to a fund (collectively with the fund as “3D”) that is the largest minority shareholder of NS Solutions Corporation (“NSSOL” or the “Company”) (TSE Code: 2327.T), submitted two shareholder proposals at NSSOL’s 46th Annual General Meeting of Shareholders held on June 19, 2026. The two shareholder proposals were as follows: Proposal No. 2 to amend the Company’s Articles of Incorporation to prohibit deposits placed with Nippon Steel Corporation, NSSOL’s parent company, and Proposal No. 3 to require the disclosure of the deposit terms, the basis for making the deposits and the policy for their review and withdrawal.

Based on the voting results disclosed by NSSOL in its Extraordinary Report filed on June 23, 2026, both shareholder proposals received affirmative votes from approximately 60% of public shareholders, as indicated in the table below.

These results clearly demonstrate that the majority of public shareholders are concerned about the deposits placed with Nippon Steel, which impair NSSOL’s corporate value, and are unequivocally calling for the withdrawal of these deposits and for transparent verification and explanation of that process.

In light of these vote results, 3D has issued an open letter requesting a meeting with NSSOL’s Outside Directors, who are duty-bound to protect the interests of public shareholders, to convey 3D’s perspectives on NSSOL’s deposits and to understand how the Company’s Board of Directors intends to respond to this clear message from public shareholders.

Link to the Open Letter: https://www.3dipartners.com/engagement/nssol-letter-to-board-of-directors-en-202606.pdf

3D will maintain its constructive dialogue with NSSOL to advance the withdrawal of the Company’s deposits with Nippon Steel. We respectfully ask that our fellow public shareholders support our efforts by continuing to engage with NSSOL, standing together with us as public shareholders.

[For Reference]

Content of the Shareholder Proposals

• Proposal No. 2: Partial Amendment to the Articles of Incorporation (Prohibition of Deposits with the Parent Company, etc.)
  • This proposal is to add a provision to the Articles of Incorporation stipulating that NSSOL shall not make deposits with its parent company, subsidiaries, or affiliates, and that if any such deposits are made in violation of this provision, they shall be promptly recovered.
• Proposal No. 3: Partial Amendment to the Articles of Incorporation (Disclosure Concerning the Provision of Funds to the Parent Company, etc.)
  • This is a proposal to add to the Articles of Incorporation a provision that the following matters shall be disclosed by appropriate means:
    • The average interest rate on the deposits in the most recent fiscal year and other transaction terms.
    • The reasons for judging the transaction terms set out in the preceding item to be reasonable in light of the relationship between the cost of capital and the return on the deposits, together with the criteria or benchmarks used in making that judgment.
    • Whether there are any policies or criteria for reviewing or terminating deposits, and the details thereof.

Reasons for the Shareholder Proposals

Our reasons for submitting the above shareholder proposals at the General Meeting can be summarized in the following three points.

• NSSOL’s deposits with the Parent Company give rise to a conflict of interest with the minority shareholders and are impairing NSSOL’s corporate value.
  • Although NSSOL raises no funds through borrowing or the like, it holds cash and deposits of as much as ¥110 billion, equivalent to approximately 40% of its net assets, and places approximately 90% of that amount as deposits with the Parent Company.
  • The interest rate on these deposits is only 0.5%, so that while the Parent Company secures funding at a level below its external funding cost (0.6% to 3.6%), NSSOL is forced to deploy these funds at a yield far below its own cost of capital (6% to 8%).
• With respect to the matter of these deposits, NSSOL has not conducted verification or explanation sufficient for the minority shareholders to conclude that the deposits contribute to enhancing NSSOL’s corporate value.
  • The yardstick is inappropriate: From the standpoint of corporate value, the reasonableness of the deposits should be tested by whether they generate a return exceeding the cost of capital, yet NSSOL has consistently done no more than repeat explanations based on a comparison with market interest rates.
  • There is no basis for the level of cash and deposits: NSSOL justifies its on-hand liquidity of approximately ¥90 billion solely as “2.4 months of monthly sales, in line with peers,” without showing the basis for that calculation, and since a peer average does not indicate the level required by NSSOL specifically, neither the appropriateness of the ¥90 billion nor the rationale for funding it solely with shareholders’ equity has been explained.
  • The explanation for the reduction in deposits does not reflect reality: NSSOL states that, based on the decrease in deposits from the fiscal year ended March 2025 to the fiscal year ended March 2026, the deposits are not fixed in place; however, that decrease is no more than a temporary factor arising from the application of the gain on the sale of Recruit shares to the acquisition of Infocom, and a comparison between the average for the fiscal years ended March 2022 through March 2024 (approximately ¥93.8 billion) and the balance for the fiscal year ended March 2026 (¥94.4 billion) shows that the recurring level has remained essentially flat.
• Even through its dialogue with 3D, NSSOL has not taken any substantive action toward resolving the matter of these deposits.

[Past Public Materials Released by 3D]

• For the Enhancement of NS Solutions’ Corporate Value (Explanatory Materials for the Shareholder Proposals at the 46th Annual General Meeting of Shareholders (2026))
  • https://www.3dipartners.com/engagement/nssol-presentation-material-en-202605.pdf
• Perception Study among NSSOL Shareholders and Other Market Participants
  • https://www.3dipartners.com/engagement/nssol-perception-study-en-202506.pdf

About 3D Investment Partners Pte. Ltd.

3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with managements who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns.

Disclaimer

This press release (including any Appendix; the same shall apply hereinafter) is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice.

3D Investment Partners Pte. Ltd. and its affiliates and their related persons (“3DIP”) believe that current market price of NSSOL does not reflect its intrinsic value. 3DIP acquired beneficially and/or economic interest based on its own idea that NSSOL securities have been undervalued and provides attractive investment opportunity and may in the future beneficially own and/or have an economic interest in, NSSOL securities. 3DIP intends to review its investments in the NSSOL on a continuing basis and, depending upon various factors including, without limitation, the NSSOL’s financial position and strategic direction, the outcome of any discussions with NSSOL, overall market conditions, other investment opportunities available to 3DIP, and the availability of NSSOL securities at prices that would make the purchase or sale of NSSOL securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in NSSOL securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.

No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness, or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss howsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise howsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in this press release.

3DIP hereby expressly states that, by reason of its assessments, estimates and expressions of opinion made through this press release, or its dialogue with other shareholders, it has no intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan or as a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act, and that it has no intention to accept any permission to exercise, or any authority to represent other shareholders in the exercise of, the voting rights held by other shareholders, whether by 3DIP or by a third party, and no intention to solicit, encourage, induce or require that such voting rights be exercised by proxy.

3DIP does not have the intention to make a proposal, directly or through other shareholders of NSSOL, to transfer or abolish the business or asset of NSSOL and/or NSSOL group companies at the general shareholders meeting of NSSOL. 3DIP does not have the intention and purpose to engage in any conduct which constricts the continuing and stable implementation of business of NSSOL and/or NSSOL group companies.

This press release may include content or quotes from news coverage or other third party public sources (“Third Party Materials”). Permission to quote from Third Party Materials in this press release may neither have been sought nor obtained. The content of the Third Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third Party Materials are independent of, and may have different views to 3DIP. The quoting Third Party Materials on this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third Party Materials or that any of the authors or publishers of the Third Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues.

This press release has been prepared based on constructive dialogue with NSSOL and publicly available information (which 3DIP has not independently verified), and is not complete, timely or comprehensive. 3DIP has not received any insider information as defined under the Financial Instruments and Exchange Act of Japan (hereinafter, “Insider Information”) or any material information under the Fair Disclosure Rule (hereinafter, “Material Information”), and this press release does not contain any Insider Information or Material Information.

In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appear in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.

Fonte: Business Wire