Ns Solutions Corp TSE:2327

NSSOL Public Shareholders Support Proposals Seeking to Prohibit and Require Greater Transparency Regarding the Company’s Deposits with Nippon Steel

Published

Source: Yahoo Finance

NSSOL Public Shareholders Support Proposals Seeking to Prohibit and Require Greater Transparency Regarding the Company’s Deposits with Nippon Steel

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, June 30, 2026--(BUSINESS WIRE)--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.

Proposal No. 2

Proposal No. 3

Total votes cast (excl. Nippon Steel)

494,748

494,765

Votes cast in favor

296,073

301,096

Rate of votes cast in favor (excl. Nippon Steel)

59.8%

60.9%

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.