NIPPON ACTIVE VALUE FUND PLC — AGM Information 2025

Jun 12, 2025

Nippon Active Value Fund plc ("the Company")

Annual General Meeting duly convened and held at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL on 5 June 2025 at 2:00 p.m.

This is to confirm that at the Annual General Meeting of Nippon Active Value Fund plc, duly convened and held on the 5th day of June 2025, the following resolutions were passed.

Resolutions 1 to 14 were passed as ordinary resolutions and resolution 15 and resolutions 17 to 19 inclusive were passed as special resolutions.

1. To receive the Company's Annual Report and Accounts for the year ended 31 December 2024 (the "Annual Report").

2. 1. To approve the Directors' Remuneration Report included in the Annual Report.
3. 1. To receive and adopt the Remuneration Policy included in the Directors' Remuneration Report.
4. 1. To re-elect Alicia Ogawa as a director of the Company.
5. 1. To re-elect Ayako Weissman as a director of the Company.
6. 1. To re-elect Chetan Ghosh as a director of the Company.
7. 1. To re-elect Rachel Hill as a director of the Company.
8. 1. To re-elect Rosemary Morgan as a director of the Company
9. 1. To re-elect Claire Boyle as a director of the Company.

10. To re-appoint BDO LLP as auditor to the Company, to hold office until the conclusion of the next AGM at which Financial Statements are laid before the members.

11. To authorise the Directors to fix the remuneration of the auditor until the conclusion of the next Annual General Meeting of the Company.

12. To approve the continuation of the Company as presently constituted.

13. That the Directors be authorised to declare and pay all dividends of the Company as interim dividends and for the last dividend referable to a financial year not be categorised as a final dividend that is subject to Shareholder approval.

To consider, and if thought fit to pass, the following resolutions:

1. That the Directors be and are hereby generally and unconditionally authorised (in addition for all subsisting authorities to the extent unused) to exercise all powers of the Company to allot 18,914,170 ordinary shares of 1 penny each in the Company ("Ordinary Shares") (equivalent to 10% of the issued share capital of the Company as at the date of this notice of this Annual General Meeting) provided the issued price for any such allotment shall be at a premium to net asset value per Ordinary Share, and that this authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.

2. That, subject to the passing of resolution 14, in addition for all subsisting authorities to the extent unused under sections 570 and 573 of the Companies Act 2006 (the "Companies Act") but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered, pursuant to sections 570 and 573 of the Companies Act, to allot 18,914,170 Ordinary Shares in each case for cash pursuant to the authority conferred by resolution 14 (equivalent to 10% of the issued share capital of the Company as at the date of this notice of Annual General Meeting) provided the issued price for any such allotment shall be at a premium to net asset value per Ordinary Share, as if section 561 of the Companies Act did not apply to such allotment and that this power shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.

3. That, in addition to the authority contained in Resolution 14, the Directors be and are hereby generally and unconditionally authorised (in addition for all subsisting authorities to the extent unused) to exercise all powers of the Company to allot a further 18,914,170 ordinary shares of 1 penny each in the Company ("Ordinary Shares") (equivalent to 10% of the issued share capital of the Company as at the date of this notice of this Annual General Meeting) provided the issued price for any such allotment shall be at a premium to net asset value per Ordinary Share, and that this authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.

4. That, in addition to the authority contained in Resolution 15, subject to the passing of resolution 16, in addition for all subsisting authorities to the extent unused under sections 570 and 573 of the Companies Act 2006 (the "Companies Act") but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered, pursuant to sections 570 and 573 of the Companies Act, to allot 18,914,170 Ordinary Shares and/or sell Ordinary Shares from treasury, in each case for cash pursuant to the authority conferred by resolution 16 (equivalent to 10% of the issued share capital of the Company as at the date of this notice of Annual General Meeting) as if section 561 of the Companies Act did not apply to such allotment or sale and that this power shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment or sale of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.

5. That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of Ordinary Shares, provided that:

a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 28,352,341 (representing 14.99% of the Company's issued share capital of the Company at the date of this notice of Annual General Meeting);

b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1 penny; c) the maximum price (exclusive of any expenses) which may be paid for each Ordinary Share is not more than the higher of (i) 5% above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which that Ordinary Share is contracted for purchases and (ii) the higher of the price of the last independent trade and the highest then current independent bid for the Ordinary Shares on the trading venue where the purchase is carried out;

d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed or revoked by the Company prior to such time; and e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiration of such authority and may purchase Ordinary Shares pursuant to any such contract as if the authority had not expired.

1. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Company's next Annual General Meeting after the date of the passing of this resolution.