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Niraku GC Holdings, Inc. Proxy Solicitation & Information Statement 2017

May 29, 2017

49797_rns_2017-05-29_0e64f871-027c-42df-8c0d-49f7d188109d.pdf

Proxy Solicitation & Information Statement

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==> picture [279 x 60] intentionally omitted <==

(the “ Company ”)

(Incorporated in Japan with limited liability)

(Stock Code:1245)

CASTING YOUR VOTES IN DIFFERENT WAYS

Shareholders wishing to cast their votes in different ways (i.e., partly for and partly against a resolution) at the Company’s annual general meeting for the year ended 31 March 2017 (the “ Annual General Meeting ”) should print, complete and return this form to Computershare Hong Kong Investors Services Limited (the “ Hong Kong Share Registrar ”) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no less than 72 hours prior to the time appointed for the Annual General Meeting, i.e., 10 a.m. (Japan time)/9 a.m. (Hong Kong time) on 29 June 2017 . Late return of this form will not be accepted.

Full name of individual or entity: (Note 1) Number of shares in the Company: (Note 2)

  • I declare that I am holding the shares shown above as a nominee on behalf of others and do not have any beneficial interests therein (Note 3) .

  • I would like to cast my votes in different ways at the Annual General Meeting.

  • I would like to cast my votes in different ways at the Annual General Meeting and all forthcoming general meetings of the Company (Note 4) .

Please tick “√” the box(es) as appropriate.

Reasons for casting the votes in different ways:

Dated this day of 2017 Signature(s) (Notes 5 & 6)

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form will be deemed to relate to all the shares.

  3. IMPORTANT: shareholders holding the shares for their own benefits and not as a nominee are not allowed to cast their votes in different ways under Japan law.

  4. Shareholders may elect to make a permanent election to cast their votes in different ways at all forthcoming general meetings, which may be withdrawn by writing to the Hong Kong Share Registrar.

  5. This form must by signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either under seal or under the hand of an officer of attorney duly authorised.

  6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

  • for identification purpose only