Slide 1: For the Enhancement of NS Solutions’ Corporate Value
For the Enhancement of NS Solutions’ Corporate Value my oe
Slide 2: Company Overview
Company Overview Basic Information Service Segments! and Performance Overview Company nam NS Solutions Corporation(TSE Prime 2327) Service Segments . . . . + Provid lanning, devel it, and iti ices fe covernaneS Company with Audit and Supervisory Committee business gyatome Syelopment, and’ operation
Slide 3: Table of Contents
Table of Contents Executive Summary P. 4 NSSOL Corporate Value Impairment Caused by Deposits with the Parent Company P. 6 NSSOL Minority Shareholders’ Concerns and Inadequate Response Regarding the P. 19 Deposits Overview of 3D’s Shareholder Proposals P. 24 3
Slide 4: Executive Summary
Executive Summary
Slide 5: Executive Summary
Executive Summary NSSOL Corporate Value Impairment Caused by Deposits with the Parent Company • NSSOL has not raised funds through bonds or borrowings. It holds approximately JPY 110 billion of cash and deposits, equivalent to approximately 40% of net assets. • NSSOL has placed the majority of thi
Slide 6: NSSOL Corporate Value Impairment Caused by Deposits with the Parent Company
NSSOL Corporate Value Impairment Caused by Deposits with the Parent Company
Slide 7: NSSOL has not raised funds through bonds or borrowings; it holds approximately JPY 110 bn of cash
NSSOL has not raised funds through bonds or borrowings; it holds approximately JPY 110 bn of cash and deposits, equivalent to 40% of net assets NSSOL has no bonds or borrowings outstanding Within this, NSSOL holds approximately JPY 110 bn of cash and is in a net-cash position and deposits, equivalen
Slide 8: NSSOL deposits the majority of this excessive cash with the parent company via a Cash Management System
NSSOL deposits the majority of this excessive cash with the parent company via a Cash Management System (CMS) Nippon Steel (Ticker: 5401) Nippon Steel ownership Nippon Steel ownership Nippon Steel ownership 63.43% 69.85% 44.10% © ceOsm AE NSSOL Osaka Steel Geostr Other (Ticker: 2327) (Ticker: 5449)
Slide 9: NSSOL’s deposits with its parent company have continued for over 20 years
NSSOL’s deposits with its parent company have continued for over 20 years, reaching 10-fiscal-year average of 93% of cash and deposits and 40% of net assets 10-fiscal-year average HEE--Deposits -Other cash & equivalents UPY million) deposit ratio 192,931 Cash & 1 + Othe equivalents ratio Net assets
Slide 10: Deposits placed by listed subsidiaries with parents identified as typical conflict of interest example
Deposits placed by listed subsidiaries with their parent companies are identified as a typical example in which a conflict of interest between the parent and minority shareholders may materialize METI established Page 27 of these guidelines identifies “Practical Guidelines for Group Governance Syste
Slide 11: NSSOL’s deposit arrangement is precisely the conflict-of-interest example identified by METI
NSSOL’s deposit arrangement is precisely the conflict-of-interest example identified by METI; the parent reaps the benefit while NSSOL’s corporate value is being impaired Nippon Steel absorbs funds from NSSOL through CMS, securing capital at a cost below its external funding cost = On the other hand
Slide 12: (Reference) Capital allocation below the cost of capital destroys corporate value
(Reference) Capital allocation below the cost of capital destroys corporate value Corporate value concept Formula! ROIC exceeds cost of capital: Excess corporate value is created ROIC falls below cost of capital: Corporate value is impaired Sum of present values of excess profits ROIC spread -"—.J1!
Slide 13: NSSOL should appropriately verify the reasonableness of the deposits
NSSOL should appropriately verify the reasonableness of the deposits—which present manifest conflicts of interest and impair corporate value—in light of various guidelines, and should fully explain the results to shareholders From a capital allocation perspective, NSSOL should adequately verify and
Slide 14: NSSOL has not provided sufficient verification or explanation regarding the deposits
However, regarding the deposits with the parent company, NSSOL has not provided verification or explanation sufficient for minority shareholders to deem them reasonable from a corporate-value perspective NSSOL’s explanation of the deposits’ reasonableness is inadequate from the following three persp
Slide 15: A: NSSOL uses an inappropriate metric from a corporate-value perspective
A: NSSOL uses an inappropriate metric from a corporate-value perspective when explaining the economic rationale for the deposits From a corporate-value perspective, the reasonableness of the deposits should be evaluated by comparison with the cost of capital However, NSSOL consistently explains the
Slide 16: B: The explanation of the appropriate level of cash & deposits lacks substantive grounds
B: The explanation of the appropriate level of cash & deposits and the means of securing them lacks substantive grounds In its Mid-Term Business Plan, NSSOL cites "2.4 months of monthly sales—the domestic-peer average" as the basis for JPY 90 bn of required liquidity on hand; however, the peer avera
Slide 17: C: The explanation regarding reduction of the deposits is not substantively backed up
C: The explanation regarding reduction of the deposits is not substantively backed up Treating the decline in deposits as substantive progress in reduction from FY2025/3 to FY2026/3 is not appropriate However, NSSOL uses the temporarily inflated FY2025/3 balance as a starting point to claim deposits
Slide 18: NSSOL’s capital efficiency remains low compared with industry peers
As a result of the value-destroying deposits, NSSOL’s capital efficiency remains low compared with industry peers NSSOL’s ROE ranks lowest among industry peers Systena 34.8% NRIt 26.0% DTS 204 % BIPROGY 18.5% DENTSU SOKEN 17.9% TIS 13.6% A 7-company average: 20.4% xxx, ,,,n,n,nnoe Source: Calculated
Slide 19: NSSOL Minority Shareholders’ Concerns and Inadequate Response Regarding the Deposits
NSSOL Minority Shareholders’ Concerns and Inadequate Response Regarding the Deposits
Slide 20: NSSOL has received past shareholder proposals calling for elimination of the deposits
NSSOL has, in the past, received shareholder proposals from minority shareholders calling for elimination of the deposits, and a proxy advisor recommended voting in favor of that proposal At the June 2022 AGM, Asset Value Investors submitted a shareholder proposal to amend the Articles of Incorporat
Slide 21: Many institutional investors and analysts have expressed concerns about the deposits
Beyond past proposers and proxy advisors, many domestic and international institutional investors and sell-side analysts also have expressed concerns about NSSOL’s deposits In June 2025, we conducted an eight-item perception survey of NSSOL shareholders and sell-side analysts covering the company, r
Slide 22: (Reference) Results of the perception survey of NSSOL shareholders
(Reference) For the results of the perception survey the Company conducted on NSSOL shareholders, please see the linked materials below @reaeen 2025/6/2 NS Solutions (NSSOL) Shareholders and others Perception Study Source: 30 *NS Solutions (NSSOL) Shareholders and others Perception Study" (June 2, 2
Slide 23: 3D has engaged in dialogue with NSSOL for over 2 years
3D, as a minority shareholder of NSSOL, has engaged in dialogue with NSSOL for over 2 years, toward resolving structural conflicts of interest including the deposits, with a view to enhancing corporate value Timeline of the Company’s engagement with NSSOL regarding elimination of the deposits 3/ 9/1
Slide 24: Overview of 3D’s Shareholder Proposals
Overview of 3D’s Shareholder Proposals
Slide 25: Please vote FOR the Amendment (Prohibition of Deposits with the Parent Company and Affiliates)
Please vote FOR the “Partial Amendment to the Articles of Incorporation (Prohibition of Deposits with the Parent Company and Affiliates)” Reasons for the Proposal Partial Amendment to the Articles of Incorporation • NSSOL has continued deposits with its parent company for over 20 years; (Prohibition
Slide 26: Please vote FOR the Amendment (Disclosure Regarding Contribution of Funds to Parent Company)
Please vote FOR the “Partial Amendment to the Articles of Incorporation (Disclosure Regarding Contribution of Funds to Parent Company, Etc.)” Partial Amendment to the Articles of Reasons for the Proposal Incorporation (Disclosure Regarding Contribution of Funds • As stated earlier, NSSOL’s deposits
Slide 27: Request for resolutions under a Majority-of-Minority (MOM) condition
As these shareholder proposals seek correction of structural conflicts of interest with the parent, we have requested that the resolutions be conducted under a Majority-of-Minority (MOM) condition 3D has sent a notice to NSSOL requesting a resolution on these shareholder proposals under a Majority-o
Slide 28: Disclaimer
Disclaimer 28
Slide 29: Disclaimer
Disclaimer This presentation material and the information contained (collectively, this “Presentation") are provided to the shareholders of NS Solutions Corporation (hereinafter “NSSOL”) for the purpose of sharing information and exchanging views regarding NSSOL. 3D Investment Partners Pte Ltd. is t
Slide 30: Disclaimer
Disclaimer Although 3DIP believes that the information contained in this Presentation is accurate and reliable, 3DIP makes no representations or warranties as to the accuracy, completeness, or reliability of such information, any statements or oral communications about NSSOL or other companies conta