株式会社
NIRAKU GC HOLDINGS, INC.*(Incorporated in Japan with limited liability)(Stock Code: 1245)*For identification purposes only

PROCEDURES FOR SHAREHOLDER TO PROPOSE A PERSON FOR
ELECTION AS A DIRECTOR OF THE COMPANY
株 式 会 社NIRAKU GC HOLDINGS, INC.* (the“ Company ” ) adopts a formal, considered and transparent procedure for shareholdersof the Company (the “ Shareholders ” ) to propose a person for election as a directorof the Company (a “ Director ” ) at any general meeting of the Company. The following
procedures are subject to the Company ’ s articles of incorporation* ( 定款 ), the Rules(the “ Listing Rules ” ) Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited (the “ Stock Exchange ” ), the Companies Act (Act No.86 of2005) of Japan (the “ Japan Companies Act ” ), and other applicable legislation andregulations in Hong Kong and Japan:
ORDINARY PROCEDURES•

If a Shareholder, who has held either (i) no less than 1% of the voting rights in theCompany; or (ii) no less than 300 voting rights of the Company, wishes to propose
a person for election as a Director at a general meeting, he/she shall have to makesuch proposal to our Chief Executive Officer by lodging a written notice at theCompany ’ s headquarters at 1-39 Hohaccho 1-chome, Koriyama-shi, Fukushima,
Japan, for the attention of the Company Secretary of the Company, or at the officeof Computershare Hong Kong Investor Services Limited, the Company ’ s Hong
Kong share registrar, at Shops 1712–1716, 17/F Hopewell Centre, 183 Queen ’ s
Road East, Wanchai, Hong Kong.

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In order for the Company to inform all shareholders of that proposal, the written
notice must state (i) his/her intention to propose such person for election as aDirector, and (ii) the biographical details of such nominated candidate as required
under Rule 13.51(2) of the Listing Rules for publication by the Company and besigned by the shareholder concerned and the person who has been proposed
indicating his/her willingness to be elected.

•Any proposal for election of Directors will be considered at the first general
meeting (annual or extraordinary) scheduled to be held eight weeks after the above
notice is lodged at the Company. If a Shareholder wishes to have his/her proposal
considered at the annual general meeting of the Company, the above notice must
be lodged at the Company no later than eight weeks prior to the date of theannual general meeting. This date will be notified to the Shareholders by way ofannouncement on the Stock Exchange no less than ten weeks prior to such date.

EXTRAORDINARY PROCEDURES•Notwithstanding the ordinary procedures stated above, if the original meeting
agenda of a general meeting (annual or extraordinary) includes a proposal of theappointment of a new Director, or Directors, to the Company ’ s Board of Directors,a Shareholder may propose last-minute amendments to such existing meeting
agenda and nominate a person for election as a Director any time before therelevant general meeting or at the meeting, provided however that a shareholders
may not be able to propose a person for election as a Director as a last-minuteamendment if a last-minute nomination of the same person as a proposed Director
failed to receive 10% favourable votes in a general meeting held over the three
preceding years (so long as the backgrounds or conditions of both proposals
are similar). Such last-minute amendments may be made (i) by writing to theCompany ’ s headquarters at 1-39 Hohaccho 1-chome, Koriyama-shi, Fukushima,
Japan, for the attention of the Company Secretary of the Company; or (ii) verballyat the relevant general meeting.

•Upon receipt of a last-minute amendment to an existing meeting agenda on theelection and/or re-election of Director(s), so long as it is made before the dateof the relevant general meeting, the Company will use all means and resources
reasonably available to it to make an announcement to inform the Shareholders assoon as reasonably practicable in English and Chinese on the Stock Exchange ’ swebsite at www.hkexnews.com and the Company ’ s website at www.ngch.co.jp.

•Any Shareholder who has no less than 3% of the voting rights in the Company
may request our Chief Executive Officer to convene a general meeting to elect aperson as a Director.
–2–Where necessary, our Company may contact the nominating shareholder to obtainfurther details of the Director candidate as required under Article 74 of the Ordinancefor Enforcement of the Companies Act* (Ministry of Justice Regulation No. 12 of 2006).
Beneficial owners holding the pecuniary interests and voting rights with respect to theshares in the Company which are deposited into the Central Clearing and Settlement
System ( “ CCASS ” ) are not considered as Shareholders under the Japan Companies
Act. These CCASS beneficial owners are not entitled to nominate a person as aDirector. CCASS beneficial owners wishing to do so must withdraw the relevant sharesfrom CCASS and re-register himself/herself as a Shareholder in the Company ’ s shareregister.
Shareholders should note that, because the Company was incorporated in Japan, theabove procedures are different from those applicable to other companies listed on theStock Exchange that were incorporated in other jurisdictions. Shareholders are advised
to refer to the section headed ‘‘ Key Japan Legal and Regulatory Matters ’’ in theCompany ’ s website at www.ngch.co.jp from time to time.

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