Neuberger Berman Discloses Voting Policy Ahead of Nippon Dry Chemical Shareholder Meeting

June 15, 2026 (Tokyo) – Neuberger Berman K.K., the Japanese subsidiary of Neuberger Berman, a globally operating independent asset management firm, continues its global initiative to pre-disclose its voting policies and rationale. Regarding the agenda of the 74th Annual General Meeting of Nippon Dry Chemical Co., Ltd. (Securities Code: 1909), to be held on June 26, 2026, in which shares are held through funds managed by the company, Neuberger Berman K.K. (hereinafter "the Company") announces its intention to vote against the following proposals. Nippon Dry Chemical Co., Ltd. – 74th Annual General Meeting Proposal No. 2: Election of seven directors – oppose the election of Masafumi Kamei (Candidate No. 1), oppose the election of Hideki Garisawa (Candidate No. 2), oppose the election of Manabu Hirabayashi (Candidate No. 5), and oppose the election of Hirotoki Kiyotoki (Candidate No. 6) Proposal No. 3: Election of three auditors – oppose the election of Norihiko Tokkeji (Candidate No. 2) In exercising its voting rights, the Company evaluates director and auditor appointment proposals from the standpoint of long-term shareholder value, board accountability, and shareholder rights protection. In particular, for privatization transactions, the Company expects the board of directors and special committee to ensure a process with independence, transparency, and sufficient justification, while actively safeguarding minority shareholder interests. Nippon Dry Chemical Co., Ltd. (hereinafter "the Company") is a comprehensive fire protection company focused on the design, construction, and maintenance of fire safety systems. Backed by strong demand for equipment investment, including projects related to data centers and semiconductor plants, the Company has achieved steady growth. Neuberger Berman has maintained a positive investment view, highly valuing the Company’s business foundation and growth potential. The Company believes it cannot conclude that the board of directors and special committee have conducted adequate deliberation and oversight to sufficiently protect minority shareholder interests regarding the tender offer by ALSOK and Carlyle, announced on May 13, 2026. In particular, given that ALSOK is the largest shareholder of the Company and that the Company is an equity-method affiliate of listed ALSOK, the transaction demands an even more cautious process from a minority shareholder protection perspective. The Company’s primary concerns are as follows: - DCF analysis that may undervalue the Company’s intrinsic worth - Peer group selection for comparable company analysis and premium analysis that may not adequately reflect the Company’s business characteristics - The consistency of using the medium-term management plan’s target market capitalization as a benchmark in price negotiations - The effectiveness of the market check process The Company has communicated these concerns to the board of directors and special committee of Nippon Dry Chemical and requested an independent re-evaluation. For further details, please refer to the Company’s letter: https://www.nb.com/ja/who-we-are/newsroom/neubergers-views-regarding-the-tender-offer-for-nippon-dry-chemical-co-ltd Based on the above, the Company concludes that sufficient accountability and oversight to protect minority shareholder interests in this transaction have not been demonstrated. Therefore, it will vote against the election of the aforementioned director and auditor candidates. The Company recognizes that in Japan, minority shareholder protection in privatization transactions involving listed subsidiaries has been widely discussed, and practical approaches and experiences have gradually accumulated. However, for privatization of listed equity-method affiliates, where major shareholders may exert influence, similar or even more complex minority protection issues may arise. Yet, the appropriate response framework remains underdeveloped and requires further discussion. As the number of listed subsidiaries declines, similar transactions involving listed equity-method affiliates may increase in the future. The Company believes that expressing its views on this matter could serve as a catalyst to deepen discussions toward enhanced minority shareholder protection and corporate governance in the Japanese market. About Neuberger Berman Neuberger Berman, founded in 1939, is a private, employee-owned independent asset management firm. It provides investment management services across a range of asset classes—including equities, fixed income, private markets, and hedge funds—to institutional investors and advisors worldwide. Operating in 26 countries with 3,000 employees, the firm had $567 billion in assets under management as of March 31, 2026. About Neuberger Berman K.K. (Japanese Subsidiary) Neuberger Berman K.K., established in Tokyo in 2008, serves as the hub for Neuberger Berman’s East Asia operations (Japan and South Korea). Since 2004, it has provided investment management services to institutional clients in Japan, including pension funds and financial institutions. Through developing new products tailored to client needs, it has introduced investment opportunities in asset classes previously unavailable in Japan. As of March 31, 2026, the Japanese office employs 108 people and manages ¥11.1 trillion in assets. For more information, please visit the company website: https://www.nb.com/japan Neuberger Berman K.K. 1-5-1 Marunouchi, Chiyoda-ku, Tokyo 100-6512 Financial Instruments Business Operator: Kanto Local Finance Bureau (Financial Instruments) No. 2094 Member Associations: Japan Investment Advisers Association, The Association of Second Type Financial Instruments Firms Neuberger Berman K.K.: Tel: 03-5218-1930 Email: info.japan@nb.com