NIPPON ACTIVE VALUE FUND PLC — Proxy Solicitation & Information Statement 2026

Jan 22, 2026

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS A PROPOSAL RELATING TO NIPPON ACTIVE VALUE FUND PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own independent advice.

If you have sold or otherwise transferred all your Ordinary Shares in the Company please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction.

International financial sanctions regimes, including those related to the ongoing war in Ukraine, may constrain the ability of Shareholders subject to such sanctions to exercise the rights attaching to their Ordinary Shares, including rights to vote, and to have those votes recognised by the Company. The Company's obligation to take into account the votes of its Shareholders will at all times remain subject to compliance with all applicable law and regulation.

NIPPON ACTIVE VALUE FUND PLC

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 12275668)

Notice Of General Meeting

Proposed cancellation of the share premium account of the Company

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which recommends you vote in favour of the Special Resolution to be proposed at the General Meeting of the Company. Your attention is also drawn to the section entitled "Action to be Taken by Shareholders" on page 2 of this document.

The Special Resolution described in this document is conditional on Shareholder approval at the General Meeting. The Notice convening the General Meeting is set out at the end of this document.

The definitions used in this Notice of General Meeting are set out on page 6.

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CONTENTS

EXPECTED TIMETABLE OF EVENTS	2
ACTION TO BE TAKEN BY SHAREHOLDERS	2
LETTER FROM THE CHAIRMAN	3
DEFINITIONS	6
NOTICE OF GENERAL MEETING	7

EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Form of Proxy for the 11.00 a.m. on 3 February 2026 General Meeting General Meeting 11.00 a.m. on 5 February 2026 Date of Directions Hearing 18 February 2026

Date of Confirmation Hearing 3 March 2026

Effective date of share premium cancellation Expected by 13 March 2026

All references to time in this document are to London (UK) time.

ACTION TO BE TAKEN BY SHAREHOLDERS

ALL HOLDERS OF ORDINARY SHARES ARE RECOMMENDED TO VOTE IN FAVOUR OF THE SPECIAL RESOLUTION BY:

ATTENDING THE MEETING AND VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE CHAIRMAN; LOGGING ON TO WWW.INVESTORCENTRE.CO.UK/EPROXY AND FOLLOWING THE INSTRUCTIONS; SUBMITTING VOTES THROUGH CREST; COMPLETING AND SUBMITTING THE FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON IT; OR UTILISING THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE. COMPLETION AND RETURN OF A FORM OF PROXY OR APPOINTMENT OF A PROXY ONLINE OR THROUGH CREST WILL NOT AFFECT A SHAREHOLDER'S RIGHT TO ATTEND AND VOTE AT THE GENERAL MEETING.

Shareholders are requested to complete and return their Forms of Proxy for the General Meeting as soon as possible and in any event not later than 11.00 a.m. on 3 February 2026. Where a Shareholder being a body corporate wishes to attend and vote at the General Meeting, an appropriate letter of representation and suitable identification of the person nominated to represent the body corporate must be presented, in accordance with article 93 of the Articles, to the Registrar before the commencement of the General Meeting.

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LETTER FROM THE CHAIRMAN

NIPPON ACTIVE VALUE FUND PLC

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 12275668)

NOTICE OF A GENERAL MEETING

Rosemary Morgan (Chairman) 4th Floor 46-48 James Street Claire Boyle London Chetan Gosh W1U 1EZ Rachel Hill Alicia Ogawa Ayako Weissman

Directors: Registered Office:

20 January 2026

Dear Shareholder,

Notice convening a General Meeting to pass a special resolution to cancel the share premium account of the Company

1. Introduction

I am writing to you with details of a General Meeting which we are holding at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL at 11.00 a.m. on 5 February 2026.

The meeting is being called to propose a resolution to cancel, in its entirety, the Company's share premium account ("the SPA Cancellation"). As at 16 January 2026, being the latest practicable date prior to the publication of this Notice of General Meeting, the share premium account had a balance of £239,056,149. The SPA Cancellation, if approved by Shareholders and the Court, will result in a corresponding increase in the Company's distributable reserves once the cancellation is registered at Companies House.

As a matter of law, the Company is only permitted to make distributions out of its distributable reserves. The Board believes it is prudent to create further distributable reserves for distribution to shareholders as and when it is deemed appropriate.

The formal notice of the General Meeting and the Special Resolution to be proposed are set out at the end of this document. Shareholders may attend the General Meeting in person or by proxy or, if a corporation, by a duly appointed representative.

Voting on the Special Resolution to be proposed at the General Meeting will be conducted on a poll, rather than a show of hands. This means that Shareholders will have one vote for each Ordinary Share held.

International financial sanctions regimes, including those related to the ongoing war in Ukraine, may constrain the ability of Shareholders subject to such sanctions to exercise the rights attaching to their Ordinary Shares, including rights to vote, and to have those votes recognised by the Company. The Company's obligation to take into account the votes of its Shareholders will at all times remain subject to compliance with all applicable law and regulation.

2. Formal business of the General Meeting

In order for the Special Resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution. All holders of Ordinary Shares are recommended to vote in favour of this resolution by attending the meeting and voting in accordance with the instructions of the Chairman; logging on to www.investorcentre.co.uk/eproxy and following instructions; submitting votes through CREST; completing and submit the Form of Proxy accordance with the instructions printed on it; or utilising the CREST electronic

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proxy appointment service. Completion and return of the Form of Proxy or appointment of a proxy online or via CREST will not affect a Shareholder's right to attend and vote at the General Meeting.

In order for a quorum to be present at the General Meeting, it is necessary for there to be present in person, by corporate representative or by proxy, two or more Shareholders. If, after 15 minutes of the time appointed for the General Meeting, a quorum is not present, then the General Meeting will stand adjourned to 11.00 a.m. on 12 February 2026. At the adjourned meeting, in order for a quorum to be present, it is necessary for there to be present in person, by corporate representative or by proxy, two or more Shareholders. Forms of Proxy will also be valid at any adjourned meeting.

3. Special Resolution to cancel the share premium account of the Company

The Special Resolution will result in the amount standing to the share premium account at the time of the SPA Cancellation taking effect being converted from an undistributable capital reserve to a distributable reserve. The Directors intend that this distributable reserve may be used, at their discretion and in accordance with the authorities granted at the 2025 AGM, as and when it is deemed appropriate.

4. Court approval

In addition to the approval by Shareholders proposed by the Special Resolution, the SPA Cancellation requires the approval of the Court. Accordingly, following approval of the Special Resolution by Shareholders, the Board intends to make an application to the Court in order to confirm and approve the SPA Cancellation.

In considering whether to grant approval of the SPA Cancellation, the Court will need to be satisfied that no creditor of the Company is likely to remain unpaid by reason of the SPA Cancellation. The Company is confident that it will be able to satisfy the Court in that regard. Subject to the passing of the Special Resolution, it is anticipated that the Court hearings in relation to the share premium cancellation will take place, and the share premium cancellation will become effective, on or before 13 March 2026.

The SPA Cancellation will not in itself involve any distribution or repayment of capital or share premium by the Company and will not reduce the net assets of the Company. The distributable reserves arising from the SPA Cancellation will enable the Company to pay dividends and/or buy back Ordinary Shares out of the increased distributable reserves created as a result of the SPA Cancellation. However, there is no certainty that the Company will utilise the reserves for either purpose and any proposal to pay dividends and/or buy back Ordinary Shares will have to be carefully considered at the appropriate time taking into account, in particular, the Company's financial position and its ability to continue to meet its obligations to its creditors.

After the SPA Cancellation, the Company will continue to satisfy the statutory requirement that it should have at least £50,000 in nominal value of issued share capital. The Board may, in its absolute discretion, abandon or cease, either entirely or in part, the application to the Court if it considers that the terms on which the SPA Cancellation would be or would likely to be sanctioned by the Court would not be in the best interests of the Company and/or the Shareholders as a whole. The SPA Cancellation will take effect once the Court Order and a statement of capital setting out the Company's issued share capital immediately following the SPA Cancellation have both been registered by the Registrar of Companies at Companies House.

5. Action to be taken by Shareholders

Shareholders are being asked to vote at the General Meeting as the Special Resolution requires approval in accordance with the Act.

The Articles allow holders of Ordinary Shares to attend and vote at the General Meeting. Please refer to the instructions on how to vote in Note 2 in the Notes section of the Notice included below.

6. Recommendation

Your Board considers that the Special Resolution is in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Special Resolution at the General Meeting as each of the Directors intends to do in relation to the Shares whose votes they

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control. The aggregate shareholding of the Directors amounts to 272,241 Ordinary shares, representing approximately 0.14 per cent. of the Company's existing issued ordinary share capital.

Yours sincerely

Rosemary Morgan

Chairman

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

"2025 AGM" the annual general meeting of the Company held at the offices of

Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL on 5 June 2025

"Act" the Companies Act 2006, as amended from time to time

"Articles" the articles of association of the Company in force from time to time

"Board" or "Directors" the directors of the Company

"Company" Nippon Active Value Fund PLC

"CREST" the computerised settlement system operated by Euroclear which

facilitates the transfer of title to shares in uncertificated form

"Court" His Majesty's High Court of Justice in England

"Euroclear" Euroclear UK & International Limited, the central securities

depository for the United Kingdom, which operates CREST

"Form of Proxy" the form of proxy for use by Shareholders in connection with the

General Meeting

"General Meeting" the general meeting of the Company to be held on 5 February 2026

and any adjournment thereof

"Notice" the notice convening the General Meeting beginning on page 7 of

this document

"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company

"Registrar" Computershare Investor Services PLC, The Pavilions, Bridgwater

Road, Bristol BS99 6ZZ

"Shareholder" a registered holder of Ordinary Shares

"Special Resolution" the special resolution proposed to be passed at the General Meeting

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NIPPON ACTIVE VALUE FUND PLC

(the "Company")

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 12275668)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of the Company will be held at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL on 5 February 2026 at 11.00 a.m. (the "General Meeting") at which shareholders will be asked to consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution:

Cancellation of the share premium account of the Company

1. THAT the share premium account of the Company be cancelled.

By order of the Board

NSM Funds (UK) Limited

Company Secretary

Date: 20 January 2026

Registered Office 4th Floor 46-48 James Street London W1U 1EZ

Notes:

Information on the Company's website

1. Information regarding the meeting, including the information required by section 311A Companies Act 2006, is available at the Company's website https://www.nipponactivevaluefund.com. Shareholders should note, however, that contents of the Company's website, and the contents of any website which can be accessed through links on the Company's website, do not form part of this Notice.

Attend, speak and vote at the General Meeting

1. Holders of Ordinary Shares are entitled to attend, speak and vote at the General Meeting ("Shareholders"). Only those Shareholders registered in the register of members of the Company as at 6.30 p.m. on 3 February 2026 (the "specified time") shall be entitled to vote at the General Meeting in respect of the number of Ordinary Shares registered in their name at that time. Changes to entries on the relevant register of securities after the specified time shall be disregarded in determining the rights of any person to vote at the General Meeting. If the General Meeting is adjourned to a time not more than 48 hours after the time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of Shareholders to vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If, however, the General Meeting is adjourned for a longer period then, to be so entitled, Shareholders must be entered on the Company's register of members at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company gives notice of the adjourned meeting, at the time specified in that notice.

Appointment of Proxy

• 1. A Shareholder entitled to attend, speak and vote at the General Meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the General Meeting. A proxy need not be a Shareholder of the Company. If multiple proxies are appointed, they must not be appointed in respect of the same Ordinary Shares. To be effective, the enclosed form of proxy ("Form of Proxy"), together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 11.00 a.m. on 3 February 2026. Alternatively, shareholders have the option of appointing a proxy in accordance with Note 5 and Note 11 below.
• 1. If you return more than one proxy appointment in respect of the same Ordinary Shares, either by paper or electronic communication, the last proxy appointment to be validly received by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all Shareholders and those who use them will not be disadvantaged.

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• 1. As an alternative to completing the Form of Proxy, Shareholders can appoint a proxy electronically via the Registrar's online voting portal www.investorcentre.co.uk/eproxy. For an electronic proxy appointment to be valid, your appointment must be received by the Registrar no later than 11.00 a.m. on 3 February 2026.
• 1. The appointment of a proxy will not normally prevent a Shareholder from attending the General Meeting and speaking and voting if he/she so wishes. The Articles provide that (subject to certain exceptions) at the General Meeting each Shareholder present in person or by proxy shall have one vote on a show of hands and on a poll every Shareholder present in person or by proxy shall have one vote for every Share of which he/she is the holder. The termination or amendment of the authority of a person to act as proxy must be notified to the Company and sent to the Registrar in writing by no later than 11.00 a.m. on 3 February 2026. Amended instructions must be received by the Registrar by the deadline for receipt of proxies. Where you have appointed a proxy using the Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact the Registrar's helpline on 0370 707 1235 (or +44 370 707 1235 from outside the UK). Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).
• 1. To appoint more than one proxy, Shareholders will need to complete a separate Form of Proxy in relation to each appointment, stating clearly on each Form of Proxy the number of Ordinary Shares in relation to which the proxy is appointed. A failure to specify the number of Ordinary Shares to which each proxy appointment relates or specifying an aggregate number of Ordinary Shares in excess of those held by the Shareholder will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. If you require additional Forms of Proxy, please contact the Registrar's helpline on 0370 707 1235 (or +44 370 707 1235 from outside the UK). Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All Forms of Proxy must be signed and should be returned together in the same envelope if possible.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holders (the first named being the most senior).
• 1. Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his/her proxy is to ensure that both he/she and his/her proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

CREST Members

• 1. Shareholders who hold their Ordinary Shares electronically may submit their votes through CREST. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by following the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST manual (available via **www.euroclear.co**m). The CREST Proxy Instruction, in order to be valid, must be transmitted so as to be received by the Company's agent, ID: 3RA50, by the latest time for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.
• 1. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

Nominated Persons

1. A person to whom this Notice of General Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies above do not apply to a Nominated Person. The rights described in that note can only be exercised by registered Shareholders of the Company.

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Corporate Representatives

1. Any corporation which is a Shareholder may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Shareholder provided that, in the case of multiple corporate representative appointments, they do not do so in relation to the same Ordinary Shares. However, before deciding to elect to appoint a corporate representatives, Corporate Shareholders may also appoint one or more proxies in accordance with Notes 3, 5, 7 and 11.

Issued Share Capital

1. As at 16 January 2026 (being the latest practicable date prior to the publication of this Notice of General Meeting) the Company's issued share capital amounted to 192,514,986 Ordinary Shares carrying one vote each. No shares were held in treasury. Therefore, the total voting rights of the Company as at 16 January 2026 were 192,514,986.

Electronic Address

1. Shareholders may not use any electronic address provided either in this Notice of General Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

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